Product Licence

  1. TERM

    The terms of this Product Licence (defined in clause 2) will:

    1. apply to each Product provided by means of our Website (being rainfoundry.com and any other websites we operate with the same domain name and a different extension) unless otherwise agreed in writing by us; and
    2. commence on the date we confirm the Order for your Product in accordance with clause 1 of the Purchasing and Browsing Terms & Conditions, and will continue with full force and effect unless and until:
      1. the licence period set out in your Order expires (if any); or
      2. the Product Licence is terminated in accordance with clause 5,
      whichever is earlier.

  2. PRODUCT LICENCE

    1. GRANT OF LICENCE

      1. Subject to these terms and in exchange for the payment of the fees set out in the Purchasing and Browsing Terms & Conditions (Fees), Rain Foundry grants you a non-exclusive, non-transferrable, revocable, worldwide licence to use the Intellectual Property Rights (defined in clause 5) in the Product for the Purpose during the term set out in clause 1 (Product Licence).
      2. You acknowledge and agree that all Intellectual Property Rights in the licensed fonts described In the Order for your Product (or as otherwise offered for download on our Website) (Licensed Fonts) remain our sole property, and you will not acquire any title or rights in the Licensed Fonts under these terms, other than those set out in the Product Licence.

    2. USERS

      1. You may sublicense the Licensed Fonts to other people who are involved in your intended use case for the Licensed Fonts (set out in clause 2.3) and who are employees, contractors or personnel of your business (Users).
      2. You must not sublicense the Licensed Fonts to any person that does not meet the definition of a User.
      3. Users do not have a right to sublicense any Licensed Fonts. Users must not provide the Licensed Fonts to any other person, without express written permission from Rain Foundry.
      4. You will be fully responsible for ensuring that all Users comply at all times with these terms. You will be liable to us in respect of any Users’ failure to comply with these terms.

    3. USE CASES AND PURPOSES

      1. The purposes for which you may use the Licensed Fonts are as follows (unless otherwise specified in the relevant Order) (Purpose):
        1. the purposes set out in your Order;

          2. Desktop

        2. in documents and design suites, including but not limited to, Adobe Illustrator, Microsoft Word, and Sketch;
        3. in read-only documents, which cannot be used to make documents in other editable formats;

          4. Web

        4. on a maximum of one web domain (including sandbox and staging websites and sub-domains);
        5. delivering the font with the Cascading Sheet Styles (CSS) @font-face rule;

          6. Other

        6. in printed media, such as newspapers, books, magazines, logos, logotypes and reports;
        7. in commercial branding and marketing (that are distributed as promotional materials, and not sold as commercial materials);
        8. by your employees or contractors in the course of their employment;
        9. on physical objects for non-commercial or internal company use;
        10. only alter the file format using the font generator limited to the web-desktop platform; and
        11. altering the outline for the purpose of creating logos or logotypes.
      2. You acknowledge and agree that you must not use the Licensed Fonts for any use, activity or purpose other than the Purpose, including by not using the Licensed Fonts for any of the prohibited activities set out in clause 3. You indemnify Rain Foundry against any loss, expense or damage we may suffer in relation to your failure to comply with this clause 2.

  3. PROHIBITED ACTIVITIES AND ADDITIONAL FEES

    1. You must not use any sandbox or trial Licensed Font, or any other Licensed Font provided to you on a trial or complimentary basis, for any commercial purpose.
    2. You must not use the Licensed Fonts for any of the following without express written permission from us (for which a separate licence can be arranged):
      1. in any television program or film, or in the production of any television program or film;
      2. mobile and tablet applications;
      3. video games (development);
      4. on any website that will be integrated into a web-view for a mobile or tablet application; or
      5. on physical objects made for commercial purposes, including but not limited to: house numbers, childrens’ toys, alphabet letters or stencils.
    3. You must not use the Licensed Fonts for any of the following:

        Desktop

      1. In any manner inconsistent with 2.3(a)(ii) or 2.3(a)(iii);;
      2. Distributing any (non-readonly) documents containing the Licensed Fonts;

        3. Web

      3. on more than one web domain;
      4. delivering a Licensed Font in any manner other than the CSS @font-face rule;

        5. Other

      5. creating derivative copies of any of the Licensed Fonts;
      6. excluding where clause 2.3(a)(x) or clause 2.3(a)(xi) applies, altering the Licensed Fonts in any way;
      7. altering the metrics or moving the nodes of the Licensed Fonts;
      8. removing or altering the copyright or trade mark notices provided by us to you;
      9. in pornographic content (as reasonably determined by us);
      10. in racist, sexist, homophobic, discriminatory, conspiratorial, or hateful content, or in any content that may be considered reasonably distasteful or harmful;
      11. in any content that advocates unlawful practices;

  4. QUALITY AND CONTROL

    You must:

    1. immediately remove any use of the Licensed Fonts on social media or on any other website if requested by us (acting reasonably);
    2. if the Licensed Fonts are used in a printed medium, include a colophon in the printed medium referencing us by name, and our ownership over and rights to the Licensed Fonts;
    3. if the Licensed Fonts are used on a web medium, include a web colophon and/or an annotation in the CSS document with a link to our website (rainfoundry.com);
    4. not do or authorise the doing of any act, matter or thing or omit to do anything whereby the intellectual property rights in the Licensed Fonts may be prejudicially affected; and
    5. ensure that all material and content that you design or develop which features a Licensed Font is of a high professional quality.

  5. INTELLECTUAL PROPERTY

    1. Rain Foundry retains all intellectual property rights in its Products, including all copyright rights in the style and design of the Licensed Fonts, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Products, other than in accordance with the Product Licence.
    2. In these terms, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

  6. FEES

    1. In exchange for the grant of the Product Licence, you must pay to us the Fees in the amounts, at the times, and subject to the terms set out in the Purchasing and Browsing Terms & Conditions, or as otherwise agreed in writing by us.
    2. We reserve the right to suspend this Product Licence at any time if Fees owed to us are overdue.

  7. TERMINATION OF PRODUCT LICENCE

    1. TERMINATION BY US FOR CAUSE

      Rain Foundry may terminate this Product Licence immediately by notice to you if:

      1. you are in breach of any of these terms and have failed to remedy the breach within 14 days after we submit notice of this breach to you;
      2. you commit a material breach of these terms including, without limitation, clauses 2, 3 or 4; or
      3. a substantial change in your directors or in the persons who control your company occurs (legally or beneficially, and only if you are a company). Our reasonable opinion about whether a substantial change has occurred is conclusive

    2. EFFECT OF TERMINATION

      In the event of termination:

      1. you must immediately cease using the Licensed Fonts;
      2. you must remove the Licensed Fonts from all materials in your (or any User’s) care, custody or control that feature the Licensed Fonts, and, if the Licensed Fonts cannot be removed, then destroy all such material;
      3. you must promptly pay any outstanding Fees owed to us as at the date of termination; and
      4. you will not be entitled to a refund or any other compensation in respect of such termination.

  8. LIABILITY

    1. To the maximum extent permitted by applicable law, Rain Foundry limits all liability to any person (including to you, all Users, and their respective representatives) for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this Website, these terms or any Products or services provided by Rain Foundry, is limited to the greater of:
      1. the total Fees paid to Rain Foundry by you in the 6 months preceding the first event giving rise to the relevant liability; and
      2. $100 AUD.
    2. All express or implied representations and warranties in relation to Products and the associated services performed by Rain Foundry are, to the maximum extent permitted by applicable law, excluded.
    3. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
    4. (Indemnity) You indemnify Rain Foundry and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by any person arising from your, any Users’ or any of your representatives’:
      1. breach of any of these terms;
      2. use of the Product or Licensed Fonts, or use of any other goods or services provided by Rain Foundry.
    5. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Rain Foundry be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any Products or services provided by Rain Foundry (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

  9. DISPUTE RESOLUTION

    1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
    2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
    3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

  10. GENERAL

    1. GOVERNING LAW AND JURISDICTION

      This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    2. AMENDMENTS

      This agreement may only be amended in accordance with a written agreement between the parties.

    3. WAIVER

      No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    4. SEVERANCE

      Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

    5. JOINT AND SEVERAL LIABILITY

      An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    6. ASSIGNMENT

      A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

    7. COSTS

      Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

    8. ENTIRE AGREEMENT

      This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

    9. INTERPRETATION

      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (currency) a reference to $, or “dollar”, is to Australian currency;
      3. (gender) words indicating a gender includes the corresponding words of any other gender;
      4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      7. (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
      8. (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
      9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      11. (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

  11. Notices

    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
      2. when replied to by the other party,
      whichever is earlier.

Last updated on 13th December 2021

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