ATTENTION, PLEASE: By confirming your acceptance of this end-user license agreement (“EULA”) on the Darden Studio website (which is a condition to receive the Font Software that is the subject of this License), you are acknowledging that the License is subject to the terms set out below, but the rights do not transfer to you until the Studio has received full payment of the license fee. If you don’t understand anything in this EULA, ask us!

1. Licensed Uses

1. Darden Studio hereby grants this end-user license (“License”) to you as Licensee, pursuant to which you have the non-transferable, limited and non-exclusive right to directly install the font software (“Font Software”) on the maximum number of computers or other electronic devices (“CPUs”) entered in our order confirmation bearing the shop order number stated above, and to use, reproduce and display the Font Software in the production of human-readable text. You are permitted to make a reasonable number of back-up copies of the Font Software to be used solely for archival purposes. This License is perpetual, subject to section 3(b).
2. This License is limited to the creation of non-embedded files, i.e., images created with the Font Software that permit only the viewing and printing (and not the editing, altering, enhancing or modifying) of the text or artwork after it is finalized by you. By “non-embedded,” we mean a rasterized non-font or outlined (vector-based) file format.
   
   For clarification, embedding of the Font Software—by which the Font Software is incorporated in or becomes part of other software, for example inside the CSS of a website—is not permitted under this License. For instance, you can upload an image created with the Font Software to your website, but you cannot include the Font Software in the code of your website. (For embedding or any other use not permitted by this License, see section 1(d); for a limited exception to this and to paragraphs 1(a), (c) and (g) see section 1(h).)
   
   If you are a designer and use the Font Software to create artwork or text, you may only provide it to unlicensed parties (including your client) in a non-embedded format (e.g., a non-font PNG, JPEG, GIF or TIFF), a rasterized vector format (e.g., a PDF or EPS file created using the “Create Outlines” command in Adobe InDesign or Illustrator) or a secured format (e.g., a “protected,” subset embedded pdf or “noneditable” Flash SWF file for distribution on the web). If you want to send your client a file that permits the client to edit or modify the file using the Font Software, your client will need to have its own license to use the Font Software. Similarly, if you are an entity that hires a designer to create a project for you, you are only permitted to share the font with the designer in non-embedded image formats if the designer has their own license;
3. You are permitted to use the fonts on products so long as the glyphs are deployed for language-based communication, including in a name, logo or slogan. Non-language-based-communication uses (what we refer to as “letter-form products”) are not permitted by this License.
   
   By way of example and not limitation, these letter-form products include a kit comprised of stickers of individual glyphs for scrapbookers that they may use in any order they choose. The right to make letter-form products is subject to a royalty, rather than a license fee; for more information, contact us at https://www.dardenstudio.com/contact.
4. Use or distribution of the Font Software that is not specifically permitted in this section 1 must be separately authorized in the license addenda issued by Darden Studio. Addenda can only be issued to the entity that owns the brand associated with the licensed use. This means, for example, that if a brand owner employs a website developer, an addendum for web embedding can only be issued in connection with a license granted to the owner, not the developer. If the brand owner does not need to install the font software on computers for the creation of images, or is licensed to do so via Adobe Creative Cloud, this License will have been issued with permission for zero CPUs and an addendum permitting the embedding.
5. CPUs up to the licensed maximum may access and operate the Font Software, so long as the CPUs are owned or leased by you and are being used by you and your employees. If you host the Font Software on a server, non-licensed CPUs must not be given server access to the Font Software, and the number of licensed CPUs must equal at least the server CPU(s) plus all CPUs which you want to have access. If you intend to install the Font Software on virtual machines for use by your employees, the number of licensed CPUs must equal at least the server CPU(s) that host the virtual machines plus all virtual machines to which you want to have access. If you upload the Font Software to a cloud platform which accepts uploaded fonts, the number of CPUs which access those fonts via the platform cannot exceed the number permitted by this License, regardless of the number of user accounts registered with the cloud platform.
   
   If a CPU is no longer in use for the purpose permitted by this License (including if it is sold or discarded), the Font Software must be removed from it. You are responsible to ensure that all persons who operate your CPUs abide by this License.
6. You may open the Font Software in a font or text editor solely in order to look at it. You are prohibited from decompiling or disassembling the Font Software for the purpose of converting, porting, adapting or modifying it in any manner. If you want to modify a glyph, “swap” alternates or move characters to different Unicode positions, it is subject to Darden Studio’s permission. In order to prevent caching issues and ensure quality performance for all users of its software, design work must be done either by Darden Studio or by someone approved by it. Any violation of this provision will render you liable for damages calculated on the basis of Darden Studio’s highest charges for font software development and the license for the use.
7. You are prohibited from distributing, transmitting, leasing, loaning, selling or sub-licensing, in whole or in part, the Font Software, to any third party (which includes a subsidiary, affiliate, franchisee, assignee, customer or agent). You are required to implement reasonable security precautions, protocols and protective measures to prevent the unauthorized use, distribution, duplication, transmission or dissemination of the Font Software.
8. As courtesy exceptions to section 1(a), (c), (d) and (g), you are permitted to (1) provide PDFs to unlicensed users so long as the primary purpose of the PDF is not for the recipient to enter text; and (2) provide the Font Software, or editable PDFs or live mechanicals containing the Font Software, to unlicensed 2D printing vendors to reproduce jobs specified by you, so long as you ensure that the vendors delete or return the Font Software to you at the conclusion of rendering services. For the avoidance of doubt, the use of a “fillable” form where the primary purpose is for the recipient to enter text is not a covered exception and would require an addendum to this License.

2. Changed Terms

1. Since it is not possible to foresee technological innovations that may materially impact usage of the Font Software (such as the proliferation of cloud computing), and in consideration of the fact that Darden Studio does not limit this License to a specific term of years, Darden Studio reserves the right to unilaterally amend the terms of the License insofar as any provisions herein are rendered obsolete or incomplete by new or changed technology, effective as of the date of publication of notice of the amendment on Darden Studio’s website.
2. In the event of multiple license purchases over time by you for the same Darden Studio font family (such as for additional styles or CPUs or the expansion of usage rights), if there are any differences in the terms between or among the EULAs issued in connection with the purchases, the terms of the latest EULA shall govern the entirety of your uses of all Font Software. Darden Studio may also impose consistent EULA terms on any related entities (such as foreign affiliates or franchisees) that license the same font family. Upon request, and at Darden Studio's discretion, a global corporation may be permitted to accommodate accounting needs by directing separate divisions of the company to purchase licensing separately; although liability for any license violations will be held solely by the corporate office and not decentralized to individual divisions. Further, such separate purchases are not eligible for bulk discounts.
3. Upgrades and updates may be offered at the discretion of Darden Studio, and will be the subject of a new license, which may have new terms and/or fees. Your acceptance of an upgrade or update will automatically supersede this License and your right to use the version of the Font Software covered by this License.

3. Violations; Terminations

1. If during the period of the License Darden Studio so requests, you agree to provide complete and accurate answers to Darden Studio’s questions concerning equipment in which you have installed the Font Software and uses to which the Font Software has been put, certified by an officer of the company. In the event the information provided is determined to be incomplete or inaccurate, Darden Studio may, either through its own employees or a third party, inspect your records and equipment upon 20 days’ notice in order to verify compliance with the terms of the License. Darden Studio will treat in confidence all information to which it has access in making an inspection, except as may be reasonably required to enforce the License.
2. This License is subject to termination in Darden Studio’s sole discretion if you violate any of the terms and conditions stated herein. Darden Studio may, but is not required to, offer revised terms and conditions on which you may continue to use the Font Software. (For example, if you failed to respect the CPU limitation, Darden Studio may require as a condition of continued use that you expand the License to unlimited users so there will be no need for future oversight on this issue.)
3. In the event of the termination of this License, you must destroy the Font Software and all copies thereof (including back-up copies), as well as all materials (including but not limited to digital and print forms of the typeface) containing the Font Software in all forms of media. You must promptly submit a declaration signed by an officer of the company that attests to the compliance with the preceding sentence. No fees will be refundable to you upon termination. The resolution of a violation or the termination of the License is without prejudice to Darden Studio’s entitlement to damages (for example, if you violate section 1(e), you will be required to pay damages as described in that subsection) and costs, pursuant to section 3(d).
4. If you violate any of the provisions of this License, in addition to any damages the violation may cause Darden Studio, it will be entitled to payment by you of the costs incurred by it to investigate and address the violation, enforce the License and/or finalize a settlement, including investigators’ and attorneys’ fees.

4. Disclaimer

1. The Font Software is provided without warranty (either express or implied) of fitness for a particular purpose.
2. Without limiting the generality of the preceding sentence, Darden Studio does not warrant that the Font Software will operate uninterrupted or error-free. If the Font Software at the time of delivery to you is corrupted or delayed during transit or is found to otherwise contain a flaw that can be reproduced by Darden Studio in its review of the Font Software, Darden Studio will provide replacement Font Software for the same font styles. Darden Studio cannot give refunds, and a replacement pursuant to this paragraph will only be made in the case of a defect.
3. In no event will Darden Studio be liable to you or any other entity for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to the subject matter of this License. Darden Studio’s total liability for damages, if any, will be limited to the total fees paid by you to Darden Studio hereunder.

5. General

1. Particularly in order to ensure adherence to the limitations of this License, Darden Studio reminds you that the License is non-transferable, and any transfer in violation of this provision will be null and void from inception. This means that you may not assign your rights or obligations under this License, in whole or in part, to any other entity without Darden Studio’s prior written consent. Except as specifically permitted in this License, you are not authorized to copy, share or lend the Font Software. If someone else would like to use the Font Software, including one of your vendors other than a 2D printer, the appropriate solution is to obtain a license. (Darden Studio may, at its sole discretion, decline to license a use).
2. No waiver of any provision of this License or of any right or remedy hereunder will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No delay in exercising, course of dealing with respect to, or partial exercise of any right or remedy hereunder will constitute a waiver or relinquishment of any other right or remedy, or future exercise thereof.
3. All notices must be in writing and will be deemed to be delivered on the first business day following the date sent by electronic mail, unless the sender receives notice of delivery failure; by certified mail, postage prepaid, return receipt requested; or by a reputable overnight courier or mail-delivery service, at the address given above for the party to whom the notice is directed or to such other address of which the sending party has previously received notice in conformance with this section.
4. This License shall be governed by, and construed in accordance with the laws of the State of New York, excluding its rules governing conflicts-of-law. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this EULA. Any dispute relating to this agreement will be decided solely in the courts located in the State and County of New York, and the parties irrevocably submit to the personal jurisdiction of said courts for that purpose.
5. Darden Studio warrants that it is the creator, sole owner and/or exclusive distributor of all intellectual-property and other rights in the Font Software. All rights not expressly granted to you in this License are reserved to Darden Studio. Darden Studio retains all right, title and interest in whatever nature (including all intellectual property rights) in the Font Software and in all legally protectable elements and derivative works of the Font Software, regardless of by whom paid for or developed.
6. This License, as supplemented or modified by any addenda issued by Darden Studio, constitutes the complete and binding agreement between the parties with respect to the Font Software, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. For the avoidance of doubt, any document not issued by Darden Studio (such as purchase orders or vendor terms) which could be construed as governing the use of the Font Software and/or this License are overridden by this agreement.

We are very appreciative that you have chosen to license a Darden Studio font. Thank you for reading these EULA provisions carefully to be sure you understand the terms and conditions in connection with your purchase. We suggest that you keep a copy of the EULA for future reference, and be sure to contact us if in doubt about any of your rights and obligations under the License.