Metis

Terms

Metis Foundry
(ABN 66146013588 )

TERMS & CONDITIONS
OF TRADE (TERMS)

FONT SOFTWARE
LICENSE AGREEMENTS

1. Introduction

Metis Foundry makes proprietary, graphic fonts of artistic creation (Product) available for certain personal and commercial applications further to the licenses (Font License) published on its website (Site).

The following Font Licenses are available in respect of each Metis Foundry font Product:

1. Personal Use License;

2. Commercial Use License;

3. Digital Publishing License;

4. Website, Web App and Mobile App License; and

5. License on request for any activity that falls outside the scope of the above licenses.

Each Font License is issued further to a license agreement (License Agreement) between Metis Foundry and the purchaser of that license.

These Terms and Conditions of Trade (Terms) apply to the purchase of Font Licenses from Metis Foundry. By purchasing a Font License, you agree to be bound by these Terms and:

i) acknowledge and agree that you have read and understand the scope of the particular Font License you have purchased (which is set out in each of the License Agreements);

ii) warrant that your use of the Font License falls within the stated parameters of that license (see the table below for details of permitted type and volume of use);

iii) acknowledge and agree to be bound by the terms of the License Agreement corresponding to the particular Font License you have purchased; and

iv) acknowledge and agree that in the event your use of Metis Foundry’s Product exceeds the scope of the Font License you have purchased, you will cease using the Product and pay for any usage of the Product made in excess of the license purchased.

2. Definitions

The following terms are adopted in the License Agreements and have a specific meaning:

When we refer in this document to “We” or “us” or the “Company” we are referring to Metis Foundry ABN 66146013588.

When we refer to “you” or “purchaser” we are referring to you, the purchaser of a Font License, counterparty to a License Agreement and consumer of our Products.

When we refer to “Products” or “fonts” we are referring to our proprietary, graphic fonts of artistic creation and their corresponding software files. Each font comprises a character set. Fonts are provided in .ttf format (True Type Font), .otf (Open Type Font) or .woff (Web Open Font Format).

Also,

Agreement means the agreement formed between you and the Company under, and on the terms of, the License Agreement corresponding to the Font License you have purchased.

ACL Consumer Guarantees means the statutory guarantees for Services provided for under Schedule 1, 3-2, Subdivision B of the Trade Practices Amendment (Australian Consumer Law) Act (No. 2) 2010 (Cth).

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

Default has the meaning described in this Agreement at clause 9.

Fee means the price for the Font License, in Australian dollars, exclusive of GST, specified by us at the time you purchase the Font License and published on our website, together with any other fee incurred further to the Terms of this Agreement.

GST has the meaning given to that term in the Act, A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.

Privacy Act means the Privacy Act 1988 (Cth).

Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Terms of Trade means these terms and conditions that govern your use of Metis Foundry’s fonts, Product, Site and Font Licenses.

3. Acceptance / Supply of the Font Licenses

Any information we provide in respect of the Font Licenses does not constitute an offer to sell but constitutes an invitation to treat only, and is subject to the availability of the Products and/or the Font Licenses, which may change from time to time.

By submitting your order for a Font License, you are offering to purchase a Font License at our current price at the date you submit your order and is deemed accepted by us upon notification by us, to you, of confirmation of your order, which will be made to your nominated email address provided in your order.

By submitting your order (whether you have done so by way of our website or on a telephone call with one of our team) you acknowledge and agree that:

a. you have read and understand these Terms and agree to be bound by them;

b. you have read and understand the scope of the particular Font License you have purchased (which is set out in each of the License Agreements) and agree to be bound by it;

c. warrant that your use of the Font License falls within the stated parameters of that license (see the table below for details of permitted type and volume of use);

d. acknowledge and agree to be bound by the terms of the License Agreement corresponding to the particular Font License you have purchased;

e. acknowledge and agree that in the event your use of Metis Foundry’s Product exceeds the scope of the Font License you have purchased, you will cease using the Product and pay for any usage of the Product made in excess of the license purchased;

f. if you are under the age of 18 you must not acquire or use our Product or obtain a Font License without your parent or legal guardian’s consent; and

g. we may suspend or terminate provision of the Product and/or terminate the Font License you have purchased if you breach the terms of the applicable Licensing Agreement.

4. Fees, Payment and Refunds

8.1 Fees

You are liable to pay the Fee for the Product upon submitting your order.

[You will have supplied your payment credentials upon submitting your enrolment and further to the terms of this Agreement you agree that we are to use these credentials to deduct the Fee.]

8.2 GST

Any Fees charged by the Company to you, unless expressed otherwise, shall be deemed exclusive of GST. The Company will provide you with a Tax Invoice for any payments of the Fee or of any other fees incurred further to the terms of this Agreement.

8.3 Cooling off period

If you decide you do not want to continue using the Product and you wish to cancel it, you can terminate this Agreement within 20 days from the date you submitted your order. To do so, you will need to notify us in writing. Upon receiving your notice we will terminate this agreement, require you to remove and confirm in writing that our Product has been deleted from all the computer systems upon which it was installed and then we will issue you a full refund of the Fee.

8.4 Refunds

We offer a full refund of the Fee further to the ACL Consumer Guarantees.

8.7 Change of Mind

We do not offer any refund of the Fee outside the Cooling Off Period for Products that have been delivered if you change your mind.

5. License Grant

5.1. This Agreement entitles you to

(a) install and use the Product on a single computer; or

(b) install and make an archival copy of the Product on a storage medium other than a hard drive, and may only be used for the reinstallation of the Product.

5.2. This Agreement does not permit the installation of the Product

(a) on more than one computer at any given time;

(b) on a system that allows shared use of applications;

(d) on any configuration or system of computers that allow multiple users

unless you have a license for each separate computer on which the product is installed and run.

6. Limitations

6.1. Limitations on Transfer

You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products.

6.2. Limitations on Use

You may not:

(a) share the Licence, or contents of the Product, with others;

(b) copy, install or use the Product on any system with more than one computer; or

unless you hold multiple, validly, licensed copies.

You may not:

(d) decompile, “reverse engineer”, disassemble, or otherwise attempt to derive the source code for the Product;

(e) broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product or any part of the product

(f) post the Product or part of the Product on any website; or

(g) use the Product for commercial purposes,

[except in circumstances where you have obtained prior written consent from Metis Foundry and further to the terms of an supplementary Specific-Use License for one or more of the above uses, or for another unspecified use that exceeds the scope of this license].

6.3. Limitations derivative works

You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.

6.4. Limitations on alterations

You may not:

(a) modify the Product or create any derivative work of the Product or its accompanying documentation. Derivative works include but are not limited to translations; or

(b) alter any files or libraries in any portion of the Product.

6.5. Limitations on copying

You may not copy any part of the Product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

7. Ownership / Intellectual Property

Intellectual Property in Product: Metis Foundry or its subsidiaries, affiliates, and suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof.

Trademarks: Metis Foundry has moral & registered rights in its trade marks and you undertake and agree not to copy, alter, use or otherwise deal in the marks without the prior written consent of Metis Foundry.

Proprietary Information: Metis Foundry may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and you agree that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. You warrant that in using the Product you shall not infringe on any third-party rights.

Services: You agree and accept that the Site and content contained on it is either the Intellectual Property of Metis Foundry or the intellectual property of a third party further to which Metis Foundry is licensed to use that Intellectual Property and you further warrant that by using Site or the Product you will not:

a. Copy the Site, or any part thereof, for any other purpose except your use of the Site; or

b. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained on the Site, comprising the Product or any documentation associated both.

8. Warranties and exclusions

You agree that:

a. The Products are provided in accordance with the ACL Consumer Guarantees. Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on Metis Foundry and its subsidiaries, affiliates, and suppliers (Implied Terms).

b. Except to the extent the Products are supplied in observance of the ACL Consumer Guarantees or similar legislation of other States or Territories, you rely on the Products at your own risk and in no event will Metis Foundry or its related entities be liable to you for your reliance on the Products;

c. Except as expressly provided in clause 7(a), all conditions and warranties, whether express or implied by law or otherwise in respect of the Products or any advice, recommendations or information regarding the Products provided by Metis Foundry which may, apart from this clause, be binding on the Company are excluded to the fullest extent permitted by law; and

d. To the fullest extent permitted by law, Metis Foundry is discharged from any liability in respect of the Products being wrong or defective and the maximum liability Metis Foundry will be liable to you for breach of this Agreement or in respect of the provision of the Products is limited, at Metis Foundry’s option to the re-supply of the Products or payment of the cost of re-supply of the Products.

e. Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.

f. Without limiting any other provision of this Agreement and subject to an Implied Term, Metis Foundry, its related entities, their officers, employees, contractors and consultants are not liable for any Loss you suffer as a result of improper engagement in the use of the Products, including but not limited to use of the Products that is otherwise inconsistent with the instructions of Metis Foundry, its related entity, or their officers, employees, contractors or consultants.

g. The term “Loss” means any loss, liability, cost, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and includes direct loss and Consequential Loss.

h. The term “Consequential Loss” means loss beyond the normal measure of damages and includes indirect loss, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain and loss of opportunities.

9. Licensee indemnity

You will indemnify Metis Foundry, its directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the Product, including but not limited to, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party.

10. .Confidentiality

10.1. Definitions

For the purpose of this clause:

Confidential Information means the following, whether or not in material form:

a. all information already disclosed or to be disclosed or made available by the Recipient to the Discloser further to the terms of this Agreement or otherwise divulged to the User in the course of the Discloser providing the Services;

b. that part of all notes and other records prepared by the Recipient or the Discloser based on, or incorporating, the Confidential Information; and

c. all copies of any Confidential Information.

Discloser means the Company

Permitted Purpose means the provision of the Product, under a Font License to the purchaser.

Recipient means the you, the purchaser.

10.2. Disclosure and use

The Recipient must:

a. keep the Confidential Information in strict confidence and only use the Confidential Information for the Permitted Purpose;

b. not disclose, or cause or permit the disclosure of, the Confidential Information nor allow any other persons to do so, except with the prior written consent of the Discloser;

c. not make use of the Confidential Information to the commercial, financial or competitive disadvantage of the Discloser nor allow any other persons to do so; and

d. not reproduce any Confidential Information,

except where the Confidential Information is required to be disclosed by applicable law, or under compulsion of law by a court or Government agency, as long as the Recipient discloses the minimum amount of Confidential Information required to satisfy the law and before disclosing any information, the Discloser

d. promptly notifies the Discloser before making any such disclosure;

e. takes all reasonable measures to oppose or restrict such disclosure, or to make disclosure on terms which preserves as far as possible the confidentiality of the Confidential Information; and

f. takes such steps as reasonably required by the Discloser (at the Discloser’s cost) to permit the Discloser to have a reasonable opportunity to oppose or challenge or restrict the disclosure by lawful means; or

g. is or becomes available in the public domain otherwise than as a result of a breach of this Agreement or other obligation of confidence.

10.3. Breach and remedy

The Recipient must notify the Discloser immediately if it becomes aware of a suspected or actual breach of this clause and take all reasonable steps (other than initiating court proceedings), at its own expense, required to prevent or stop the suspect or actual breach.

10.4. Injunctive relief

The Recipient acknowledges that the Discloser may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the Discloser, that monetary damages would be an insufficient remedy and in addition to any other remedy available at law or in equity, the Discloser is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause.

10.5. Indemnity

The Recipient indemnifies the Discloser and its related entities for any actual and direct loss or damage suffered by the Discloser or its related entities resulting from a breach of this Agreement by the Recipient or as a result of any unauthorised use or disclosure of any Confidential Information by any Permitted Person.

10.6. Return or destruction

Subject to clause 10.7, if requested by the Discloser, the Recipient’s right to use the Confidential Information ceases and the Recipient must immediately, at the Discloser’s sole option: return to the Discloser; destroy and certify in writing to the Discloser the destruction of; or destroy and permit the Discloser to witness the destruction of all Confidential Information.

10.7. Exemption

Clause 10.6 does not apply to or require the return, deletion, alteration or destruction of any legal advice or opinions prepared for or by the Recipient.

11. Software as a service (SaaS)

You agree and accept that Metis Foundry’s Products are:

a. Hosted by Metis Foundry and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the servers operated by the Company and are not available ‘locally’ from your systems; and

b. Managed and supported exclusively by the Company from the servers operated by the Company and that no ‘back-end’ access to the e-learning platform is available to you unless expressly agreed in writing.

As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter its Site and the Products that it makes available to you on it.

12. Variation of Terms

Metis Foundry reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you purchase the License for the Product or download the Product whichever is applicable.

13. Termination

Without prejudice to any other rights, Metis Foundry may terminate this Agreement immediately and without further notice if you fail to comply with the Terms of this Agreement. In such event, you must destroy all copies of the Product.

Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

All of the rights and obligations of each party under these terms and conditions which are expressed as surviving termination and/or expiry, or which by their nature or context must survive termination and/or expiry, will survive the termination and/or expiry of this Agreement.

14. Support

Metis Foundry provides user support for Products via the email address info@metis-foundry.com. The Company shall endeavour to respond to all support requests within 3 Business Days.

15. Use & Availability

You agree that you shall only use the Products for legal purposes and shall not use them to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

You agree that the Company shall provide access to the Products to the best of its abilities, however access to them may be prevented by issues outside of the Company’s control and it accepts no responsibility for ongoing access to them, except to the extent that it required to do so further to the terms of the ACL Consumer Guarantees or similar legislation of other States or Territories.

16. Privacy

Metis Foundry maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User. The Privacy Policy is available on the Site. Metis Foundry may use cookies (a small electronic tracking code) to improve your experience while browsing, while also sending browsing information back to the Company. You may manage how Metis Foundry handles cookies in your own browser settings.

17. Disclaimer of Third Party Services & Information

You acknowledge that Metis Foundry’s Site and Products are dependent on third-party services, including but not limited to:

a. Banks, credit card providers and merchant gateway providers;

b. Telecommunications services;

c. Hosting services;

d. Email services; and

e. Analytics services.

You agree that Metis Foundry shall not be responsible or liable in any way for Interruptions to the availability of these due to third-party services or information contained on any linked third-party website.

18. Dispute Resolution

18.1. If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i. Includes or is accompanied by full and detailed particulars of the Dispute; and

ii. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

18.2. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.

18.3. Subject to clause 18.4, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

18.4. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

18.5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

19. Electronic Communication, Amendment & Assignment

The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

You can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.

The Company will send you notices and other correspondence to the details that you submit to the Company, or that the User notifies the Company of from time-to-time. It is your responsibility to update its contact details as they change.

Notices must be sent to the parties’ most recent known contact details.

You may not assign or otherwise create an interest in this Agreement.

The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to you.

12.15 Miscellaneous

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. Any failure, delay, or omission by the Company to insist upon strict performance of this Agreement shall not constitute a waiver or variation of such obligations or rights or a waiver of the default or remedy thereof.

Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

Governing Law and Jurisdiction. This Agreement is governed by the laws of Victoria, Australia. The Company may elect in which jurisdiction to commence legal action for enforcement of this Agreement.

Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

Delay. The failure, delay, relaxation or indulgence on the part of a part in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.

Entire Agreement. This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written.

Interpretation. The following rules apply unless the context requires otherwise:

a. Headings are only for convenience and do not affect interpretation.

b. The singular includes the plural and the opposite also applies.

c. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

d. A reference to a clause refers to clauses in this Agreement.

e. A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.

f. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

g. A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).

h. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

i. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.