Shift TRIAL Font Family

License

FONT SOFTWARE END USER LICENSE AGREEMENT

Effective as of January 1, 2016

IMPORTANT – This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between you ("You" or the "Authorized User") and MCKL, Inc. ("MCKL"). This Agreement governs the terms of use of the Font Software and the design of the Fonts embodied in it (collectively, the “Fonts”), together with any media, electronic documentation, updates, add-ons, artwork, web services and any other material that may be associated with the product now or in the future.

By opening, downloading, accessing or using the Fonts, You accept the terms of this Agreement. MCKL is willing to license and allow the use of the Fonts on the condition that You accept and agreement to all of the terms and conditions contained in this EULA.

This EULA becomes effective (a) when You click on the area marked with “I agree” or similar language, or (b) if You acquire the Fonts on any storage media or as a compressed digital file via email, when You open the package in which the fonts or contained, or (c) when You download the Fonts from http://www.mckltype.com/ (the “Site”).

If You do not wish to enter into this Agreement, do not purchase, access, use, download or install the Fonts.

TERMS AND CONDITIONS

1. DEFINITIONS. The following terms have the meaning specified below and throughout this EULA:

“Font Software” or “Fonts” means software or instructions that when used on a device, generates a typeface or typographic design and ornament. It includes upgrades or updates (each of which may be provided by MCKL in its discretion), related files or documentation, permitted modifications, or permitted copies.

2. LICENSE GRANT. Upon payment in full, MCKL provides to You a revocable, limited, non-exclusive, non-transferable license to use the Fonts subject to the terms and conditions of this Agreement.

3. RESTRICTIONS. This license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by MCKL through the Site in any manner not expressly permitted by this EULA. In addition, You may not modify, create any derivative work(s) of, copy, distribute, any proprietary notices or labels, license, sublicense, transfer, lease, or use in any manner not expressly permitted in this EULA, the Fonts.

a. Additional Licenses. If You are a design consultancy, advertising agency, or purchasing this license for use by or on behalf of such an entity, the ultimate end user should also purchase a license appropriate for the intended use of the Fonts. Specifically, if the ultimate client will need copies of the Fonts, the client must also purchase a License. This license is for personal use does not extend to uses by temporary employees, freelance or independent contractors using the Fonts in professional environments or for other professional uses. Specifically, You may not make copies greater than Your license allows for temporary use by freelance users, temporary employees or independent contractors, additional copies outside of those permitted by this License require the purchase of additional licenses. Under such circumstances the employer and/or the ultimate end user are required to purchase a license appropriate for their usage.

b. Exclusion on Commercial Products. For the purpose of this Agreement, “Commercial Product” shall mean, by way of example, not limitation, a user editable electronic document created by use of the Fonts which is offered for distribution to the public as a Commercial Product in exchange for a separate fee or other consideration. By way of example, not limitation, an electronic book or electronic magazine distributed for a fee shall be considered a Commercial Product; a document distributed in connection with a commercial transaction in which the consideration is unrelated to such document (for example, a business letter or a receipt for purchase of tangible goods such as clothing) shall not be considered a Commercial Product.

c. @font-face and Font Linking. Using MCKL Fonts with the CSS rule @font-face or other forms of font linking, regardless of format, are prohibited under this Agreement. A separate Webfont license and accompanying software are each available from MCKL for this purpose.

d. Hardware and Software. This License expressly prohibits the embedding, inclusion, calling or linking of the Font Software within hardware and software in any form whatsoever. This includes, but is not limited to, video games, server-side applications, online document creation, mobile apps and OEM products or software. If you wish to use the Fonts for such purposes, a separate license is available from MCKL. Notwithstanding, rasterized images of limited text and/or logos created using the Font Software are permitted.

e. Restriction as Goods for Sale. This License expressly prohibits the use of the Font Software in the creation of alphabet products such as, but not limited to: house numbers, stamp sets, rub-on letters, adhesive alphabet letters, alphabet punch and die sets or other methods for use in making such products. Any such use requires the purchase of a special license.

4. INSTALLATION. The number of computing devices that You may install and use the Fonts on depends on the number of license(s) that you purchased. Please read MCKL’s Base License Table for specific details. Fonts may not be stored or used in any manner that makes them accessible to the public or non-licensed third parties. For the purposes of clarity, this license is for individual users or organizations purchasing for authorized employees only. Under no circumstances may the licensed Font be shared with contractors, freelance employees, or affiliates as specified in section 3.a. above.

a. Service Bureau/Printer Use. To reproduce a particular document, You may provide a copy of the specified Fonts to a commercial printer or service bureau. Afterwards, the printer or service bureau must destroy the copies of the Fonts.

b. Back-up Copies. You may make a reasonable number of copies of the Font Software for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Fonts.

c. Embedding of Fonts. The embedding of the Fonts into digital documents is permitted so long as i) the Font Software is subset, ii) the document text can be viewed and printed but not edited, and iii) reasonable measures are taken to ensure recipients of such documents cannot extract or use the embedded Fonts. Rasterized copies of images showing the Fonts are permitted provided the images do not result in all or substantially all of the characters comprising the Fonts. If the resulting images show most or all of the Font characters, a rasterized showing of the Fonts is not permitted.

d. Modifications. You may create outline artworks based upon the Font Software for your personal or business use. However, the use of any font creation or font manipulation program or any attempt to modify the Font for the purposes of creating a usable, derivative or substitute version of the Font is prohibited. Under no circumstances may you modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the Font Software or the designs embodied therein. You further agree not to commission or authorize any third party to undertake modifications to the Fonts without prior written consent from MCKL.

e. Geographic Restrictions. This Agreement provides a license of the Fonts by a specified number of users. Use of the Fonts in more than one geographic location or by means of server or central CPU outside of the terms of Your license is permitted provided each user or potential user is licensed in accordance with section 3.a. License upgrades may be purchased at the Site or by contacting [email protected].

5. PROPRIETARY RIGHTS. This EULA provides only a limited license to access and use the Fonts. Accordingly, You expressly acknowledge and agree that MCKL transfers no ownership or intellectual property interest or title in and to the Fonts to You or anyone else. All computer code (including html code), information, and data embedded in the Fonts, unless otherwise indicated, are owned, controlled, and licensed by MCKL and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided by this Agreement, MCKL does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, Your unauthorized use of the Fonts may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. The Fonts ARE Copyright © 2015 MCKL, Inc. and/or its licensors. All rights reserved. MCKL, Inc., mckltype.com, MCKL, the MCKL logo, and all other names, logos, and icons identifying MCKL and its programs, products, and services are proprietary trademarks of MCKL, and any use of such marks, including, without limitation, as domain names, without the express written permission of MCKL is strictly prohibited. Other service and entity names mentioned throughout this Agreement may be the trademarks and/or service marks of their respective owners.

6. DISCLAIMER. MCKL warrants that the font will perform substantially in accordance with its documentation for ninety (90) days following delivery of the font software. To make a warranty claim, you must contact the online provider with sufficient information regarding your acquisition of the fonts to permit the confirmation of the effective date of this license. MCKL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MCKL DOES NOT WARRANT THAT THE OPERATION OF THE FONT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE FONT SOFTWARE IS WITHOUT DEFECTS. UNDER NO CIRCUMSTANCES SHALL MCKL BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE FONT SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. You hereby agree that Your entire, exclusive, and cumulative liability and remedy shall be limited to the purchase price of this Font Software License. Under no circumstances shall MCKL’s liability to You exceed either the refunding of the cost of the Fonts or replacement of the Fonts either of which shall be at MCKL’s sole discretion.

Other Law – Consumers Only. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, implied warranties or implied warranties as they relate to sales to consumers. ANY IMPLIED WARRANTY OR OTHER RIGHT CREATED BY LAW IS ONLY EFFECTIVE FOR THE NINETY (90) DAY WARRANTY PERIOD. THERE ARE NO WARRANTIES OR CONDITIONS OF ANY KIND AFTER THE NINETY (90) DAY WARRANTY PERIOD. To the extent permissible by law, You agree that all implied warranties are not to be effective for more than thirty (30) days.

7. GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. as applied to agreements entered into and completely performed in the State of California. You and MCKL each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of California for any disputes between us under or arising out of this EULA. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney's fees in any proceeding. Any claim You might have against MCKL must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You access the Fonts on Your own volition and are responsible for compliance with all applicable local laws with respect to Your access and use of the Fonts. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact MCKL if you wish to receive a printed copy of this EULA.

8. TERM AND TERMINATION. The Agreement shall automatically terminate in the event that You or any authorized user breaches the terms set forth herein. The Agreement may only be modified in a writing signed by an authorized officer of MCKL. You agree to be responsible for compliance with all laws, foreign and domestic relating to the control of exports or the transfer of technology. If You are purchasing this License for government use, or under a government contract, You agree to familiarize yourself with and follow any applicable rules and regulations relating to the purchase of a license to use software and the actual use thereof. Termination will be effective without notice. In addition to the miscellaneous section below, the provisions concerning MCKL's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.

9. MISCELLANEOUS. You acknowledge that a breach, even if threatened or actual, of this EULA will cause irreparable harm to MCKL. That harm would be difficult to quantify in money damages, and MCKL would not have an adequate remedy at law. You agree that MCKL is entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction. You will not require MCKL to post a bond or other security if the injunctive or equitable relief is sought by or awarded to MCKL to enforce any provision of this EULA. This EULA is for the benefit of You and MCKL, and MCKL's licensors. This EULA is personal to You, and You may not assign Your rights to any other person or entity without MCKL's prior written consent. If MCKL does not insist on strict performance of any of the terms of this EULA, it does not mean that MCKL waives the right to that performance or any other default or failure of performance. If any provision (or any part of it) in this EULA is determined to be void, invalid, or unenforceable by a court of competent jurisdiction or in conflict with a government regulation, such determination will not affect the remaining provisions (or parts of them) of this Agreement and the illegal, invalid, or unenforceable clause will be changed in compliance with the law in a way that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and MCKL as a result of this EULA or Your utilization of the Fonts. Headings are for convenience only. This EULA represents the entire agreement between You and MCKL with respect to use of the Fonts, and it supersedes all prior communications and proposals, whether electronic, oral, or written between You and MCKL.

10. TERMS AND CONDITIONS. You agree to abide by MCKL’s standard Terms and Conditions. In the case of a conflict between the Terms and Conditions and this EULA, this EULA shall control.

All inquiries may be sent to [email protected]. MCKL’s website is located at http://www.mckltype.com

Shift TRIAL is either a registered trademark or a trademark of MCKL

© 2012 MCKL. All Rights Reserved.

http://www.mckltype.com