Karlnawrot.com is a commercial website that distributes the typeface artwork of Karl Nawrot (hereinafter the ‘Typeface(s)’). Karlnawrot.com is the property of Karl Nawrot, who has all rights and titles to offer several categories of license pertaining to the Typefaces (hereinafter the ‘Licensor’) to you (hereinafter the ‘Licensee’).
Karl Nawrot is an individual entrepreneur registered with the French commerce Registry of Paris under number 441 077 856, having its registered office at 7 rue Pierre Bonnard, 75020 Paris, France.
These terms and conditions govern your purchase of licenses on the Typefaces on Karlnawrot.com and/or directly by email request to the following address: firstname.lastname@example.org (hereinafter the ‘EULA’). This EULA sets forth the financial, technical and legal terms and conditions upon which you may purchase Licenses to the Licensor.
You hereby acknowledge to have read these terms and conditions and declare accepting them integrally and without reserve.
In the EULA, the terms below shall have the following meanings:
‘Application’ means any type of software such as native apps, web apps and/or hybrid apps, whether on mobile or stationary devices such as personal computers, smartphones, entertainment systems, game consoles. An Application can be accessible online or be embedded into a device (offline).
‘Authorized User’ means Licensee’s Employees. Should the Licensee be itself a self-employed individual, he would construed Authorized User.
‘Configuration’ refers to the hardware, software and/or network necessary to download, install, access and use a Font Software.
‘Custom License’ refers to the specific Licenses listed under sections 2.2.
‘Derivative Work’ means any work of typographical nature based upon or derived artwork from a Font Software (or any portion of Font Software). Are not construed as Derivative Work any embedment of a Font Software into an artwork of a non-typographical nature such as a paintings or lithography.
‘Desktop’ means the installation of a Font Software into a computer or mobile device (such as smartphone or tablets) and its access and use for Internal Use purposes and use on all types of printed (on paper) material such as, without limitation, posters, books, magazines, journals.
‘Employee’ means a waged employee (by opposition to self-employed individuals and subcontractors). For the purposes of the EULA, all Employees of the Licensee’s Group are construed as Employees.
‘Epub’ means an electronic publication in a static form that is viewable in a pdf or similar format or through a specific viewer program such as, without limitations, Kindle or Milibris reader. Epub includes, without limitations, eBooks, digital magazines and journals.
‘Fees’ refers to the applicable fees payable for a License by Licensee to Licensor. Fees are calculated according to the chart accessible at https://www.karlnawrot.com/shop/. Fees can be modified by Licensor from time to time.
‘Followers’ refers to the subscribers (that may alternatively be called, without limitation, friends or followers) of a Licensee’s account on a Social Media.
‘Font Software’ means software or instructions which, when installed and used on an appropriate computer or device, generates a Typeface with its associated and derived typographic designs and ornaments.
‘Force Majeure’ is construed as stated under article 1218 of the French civil Code.
‘Internal Use’ means the access and use of a Font Software and associated Typeface by Authorized Users for customary personal or internal business purposes (including, by exception, mailing to third parties using a business or personal email address) and shall not mean any distribution whatsoever of the Font Software or any component or Derivative Work thereof.
‘License’ refers to a limited license to download, install, access and use a Font Software and associated Typeface. Each License shall be granted for a specific purpose and use, such as Application, Desktop, Epub, Social Media, Website or Custom Licenses.
‘Licensee’s Group’ means the member of the Licensee’s group including its parents companies, holding, and affiliates (understood as an entity where the Licensee’s has (ı) the direct or indirect ownership of 50% or more of the capital (or any other right or form of ownership if this does not relate to a corporation) of said entity that confers on said entity the majority of the voting rights, or (ıı) the direct or indirect power to control the entity’s management and policies.
‘Social Media’ means any website or application that enables users to create and/or share different types of content and/or to participate in social networking such as, without limitation, Facebook, Instagram, Twitter. Are not included within Social Media all type of videos and non-static content.
‘Source Code’ means the underlying instructions for a computer written in programming languages, including all embedded comments, as well as procedural code such as job control language statements, in a form readable by human beings when displayed on a monitor or printed on paper and that must be translated (using off-the-shelf commercially available software compilers, linkers and assemblers or other items delivered to or reasonably available, including documentation) into a form that is directly executable by a computer by a process generally known as compiling or assembly, along with any related Documentation, including annotations, flow charts, schematics, statements of principles of operations, software summaries, software design, program logic, program listings, functional specifications, logical models and architecture standards, describing the data flows, data structures, and control logic of the software.
‘Website’ means an internet page or set of pages located under a single domain name and accessible via any web browser.
2. Purchase of Licenses
2.1. Purchase of Application, Desktop, Epub, Social Media and Website Licenses on Karlnawrot.com
2.1.1. The following Licenses are offered for purchase by Licensee on Karlnawrot.com, at the Fees established by Licensor: Application License, Desktop License, Epub License, Social Media License, Website License.
2.1.2. The purchase of a Desktop License is a prerequisite to purchase any other Licenses.
2.1.3. In order to place a License purchase, Licensee must be more than 18 years old and have full legal capacity or have a formal authorisation by the holder of parental responsibility, tutor or trustee.
2.1.4. An agency may purchase Licenses on behalf of its end-client. In such case, the number of Employees shall be those of the end-client, when applicable to the calculation of the applicable Fees.
2.1.5. The purchase of a License is made by clicking the ‘Buy’ button, or any similar button, after having reviewed in the virtual ‘basket’ the list of purchased License and the information given at the occasion of said purchase such as, among others, the billing and delivery mail address and having modified it, if necessary. The purchase must then be confirmed by clicking the ‘Confirm’ button, or any similar button.
2.1.6. Unless proved otherwise, the data collected by Licensor constitute evidence of the purchase of License(s) by Licensee.
2.2. Purchase of Custom Licenses via email request
2.2.1. The Licensee may request the purchase of Custom Licenses other than those applicable to Application, Desktop, Epub, Social Media or Website. These Licenses include, but are not limited to:
- Custom Branding;
- Hardware Display;
- Out-of-Home Advertising (physical);
- Retail and Point-of-Sale Advertising.
2.2.2. Upon receipt of a Custom License request by Licensee, Licensor shall provide Licensee with a quote stipulating the proposed extent of the Custom License and the relevant Fees (along with a link to proceed to payment). Licensee may purchase said Custom License by paying the relevant Fees. Licenses purchased within the terms and conditions of this section 2.2 shall be equally governed by this EULA.
3. Extent of Licenses
3.1. This Section defines the scope of the License that Licensor grants to Licensee. Any use of the Software outside the scope of that License constitutes an infringement of Licensor’s rights as well as a material breach of the EULA.
3.2. Each License is limited, worldwide, perpetual, personal, non-exclusive, non-sublicensable, non-transferable (except within the Licensee’s Group).
3.3. The access and use of a Font Software and associated Typeface pertaining to a License purchased by Licensee is limited to Authorized Users.
3.4. Each License is transferable to members of Licensee’s Group.
3.5. Licensor’s License(s) grant is conditioned on Licensee’s continuous compliance with all License(s) limitations and restrictions described in the EULA. Therefore, if Licensee violates any of these limitations or restrictions, the License will automatically and immediately expire.
4.1. Licensee shall not rent, sell, license, distribute or otherwise transfer, display, demonstrate or exhibit any Font Software and associated Typeface or any rights therein, or use it for the benefit of, or allow use by, any third party, including, without limitation, through a network, other than in accordance within the terms and conditions of the EULA.
4.2. Licensee shall not reverse engineer, disassemble or decompile any part of a Font Software, or otherwise attempt to derive any Source Code, except to the extent that such actions cannot be contractually limited under mandatory law.
4.3. Licensee shall not reproduce, modify, enhance, improve or adapt the Software, or create any Derivative Works of any Font Software or the underlying Typeface.
4.4. Licensee shall not remove any copyright, trademark or other proprietary legends or notices that appear on or in a Font Software. Licensee agrees to provide reasonable cooperation to Licensor, upon Licensor’s reasonable request, in connection with Licensor’s efforts to protect its copyright (‘droit d’auteur’) and other legal rights in any Font Software and associated Typeface.
5.1. Upon purchase within the terms and conditions of section 2, Licensor shall deliver the Font Software to Licensee. The Font Software may be delivered electronically to Licensee as an attachment by email or be made available for download on Karlnawrot.com.
5.2. Licensee is sole responsible for having the appropriate Configuration in order to properly download, install, access and use a Font Software and associated Typeface. Any and all financial or technical charges which may be incurred by Licensee to buy, modify or adapt whatsoever its Configuration shall entirely be borne by Licensee and Licensor shall bear no liability for the same.
6.1. Licensor owns, retains, and reserves ownership, title, and all rights and interest, including, but not limited to, all copyrights (‘droits d’auteur’), trademarks and rights in industrial designs (‘dessins et modèles’) in and to any Font Software and associated Typeface, including all copies, improvements, modifications and Derivative Work, subject only to the limited rights that Licensor expressly grants in the EULA.
6.2. Licensor acknowledges that any and all Font Software(s) and associated Typeface(s) are original artwork(s) protected by copyright (‘droit d’auteur’) under French law.
7.1. The Fees are calculated according to the chart accessible at https://www.karlnawrot.com/shop/, where the calculation is based upon the following method:
- For Application Licenses: the Fees are based on the number of Applications;
- For Desktop Licenses: the Fees are based on the number of Employees of the Licensee’s Group – the number of Employees being assessed on the date of purchase of each relevant License within the terms provided under section 2.1 of the EULA;
- For Epub Licenses: a License is required for each Epub;
- For Social Media Licenses: the Fees are based on the total number of Followers of the Licensee on all Social Media – the number of Followers being assessed on the date of purchase of each relevant License within the terms provided under section 2.1 of the EULA;
- For Website Licenses: a License is required for each Website and the Fees for each Website is based on the number of Employees of the Licensee’s Group – the number of Employees being assessed on the date of purchase of each relevant Website License within the terms provided under section 2.1 of the EULA.
7.2. For every License purchased, the relevant Fees are due. Once the purchase of a License is placed and confirmed within the terms and conditions of section 2, Licensee shall proceed with the payment of the relevant Fees.
7.3. The payment of Fees shall be made online via Stripe.
7.4. All Fees payable under the EULA are exclusive of all sales, use, value-added (TVA), withholding, and other taxes, except as otherwise indicated. Licensee shall pay all taxes assessed on or in connection with the License by any authority, except for taxes payable on Licensor’s net income.
8. Disclaimer and warranties
8.1. Licensor warrants that any Font Software, when installed with the proper Configuration, will allow Licensee to access and use the relevant Typeface. The entire liability of Licensor and Licensee’s exclusive remedy shall be to have the defective Font Software corrected or replaced.
8.2. Unless otherwise specified in the EULA and to the extent permitted by applicable law, the Font Software(s) and related Typeface(s) are provided ‘as is’ and Licensee receives no other contractual warranties. Licensor does not warrant that the operation of the Font Software(s) and related Typeface(s) will be error free.
9.1. This section sets out the entire liability of Licensee arising as a result of any breach or delay in the performance of its obligations, negligence or otherwise arising under or in connection with the EULA.
9.2. Notwithstanding any other provision herein, Licensor does not exclude nor limit its liability caused by its negligence, fraudulent misrepresentation or deceit.
9.3. Licensee shall be sole responsible of its use and/or misuse of any Font Software and associated Typeface and Licensor shall endorse no liability regarding such use and/or misuse.
9.4. The total aggregate liability of Licensor in respect of all damages arising under or in connection with the EULA shall not exceed the sum equal to the Fees paid by Licensee during last the 12 months preceding the last damage date of occurrence.
9.5. Licensor shall not be liable for, or in respect of any consequential or indirect damages such as loss of profits, damage to goodwill or reputation, loss of opportunity, loss of business, adverse impact on the Licensee’s image, arising under or in connection with the EULA.
9.6. No action arising out of the EULA may be commenced by either Party more than two (2) years after the cause of action has accrued, pursuant to the French Civil Code.
9.7. Licensee acknowledges that Licensor has set its Fees in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the Parties.
10. Force Majeure
10.1. No Party shall be liable for any loss or damage suffered or incurred by the other Party arising out of or in connection with the first Party’s delay in performing or non-performance of its obligations hereunder to the extent that and for so long as such delay or failure results from an event of Force Majeure.
10.2. For the purposes of the EULA, the Covid-19 pandemic and any governmental or state measures taken to fight and prevent its spread shall not be construed as Force Majeure.
For the duration of the EULA and for a period of 2 years following its termination, Licensor may, no more often than twice during any calendar year, audit (or have a reputable independent auditor) Licensee’s relevant books and records to ensure that Licensee’s use of the Font Software and associated Typeface is compliant with its actual purchase of Licenses. Such audit shall be conducted on reasonable notice, either remotely or at Licensee’s business premises during regular business hours. If such audit reveals that Licensee has used Font Software and associated Typeface in breach of the EULA, then Licensor may charge Fees that reflect Licensee’s actual use of the Font Software and associated Typeface, and Licensee shall pay said Fees without delay. In such case, Licensee shall reimburse Licensor for all expenses relating to such audit. However, if such audit reveals that Licensee has used the Font Software and associated Typeface in accordance with the EULA, Licensor shall bear all expenses relating to said audit. Nothing herein will be deemed to grant an implied License to use the Font Software and associated Typeface outside the scope of the express permissions contained herein.
12. Termination of a License
12.1. Without prejudice to any other rights available to it in such circumstances, Licensor may terminate a License without going to Court if Licensee commits a breach of the EULA and such breach is not capable of remedy or remains uncured during 14 days from receipt of a written notice specifying the breach, and requiring it to be remedied.
12.2. Upon termination of a License pursuant to section 12.1, Licensee shall immediately discontinue its use (and make no further use of) any and all Font Software and associated Typeface, and the relevant License(s) granted shall immediately terminate. Within five (5) business days after the effective date of such termination, Licensee shall deinstall and destroy all copies of any and all Font Software and associated Typeface. All Fees paid by Licensee shall remain within the hands Licensor and no refund shall be made.
13. Governing law and jurisdictions
13.1. The EULA shall be governed by and construed in accordance with the laws of France.
13.2. Any and all disputes arising out of or relating to the EULA shall be submitted to the competent tribunal within the jurisdiction of the court of appeal of Paris.
14.1. This EULA expresses the entire understanding between Licensee and Licensor, and it supersedes all prior oral discussions or written correspondence between them in connection with the subject matter of this EULA. No notification, extension, or waiver of this EULA or any provision hereof shall be binding unless agreed to in writing by the Parties.
14.2. Failure of either Party hereto to insist on strict performance shall not constitute a waiver of any of the provisions of this EULA or waiver of any future default of the other Party.
14.3. If any provision of this EULA is held unenforceable or in conflict with the law of any jurisdiction, it is the intention of the Parties that the validity and enforceability of the remaining provisions hereof shall not be affected by such holding. In this situation, each of the Parties undertakes to negotiate in good faith a replacement clause that is as close as possible, from a legal and economic point of view, to the clause that is declared null and void, invalid or unenforceable.
14.4. This EULA is solely for the benefit of the Parties and no provision of this EULA shall be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right.
14.5. Each Party acknowledges that it has entered into this EULA in reliance only upon the provisions specifically provided in this EULA and, save as expressly set out in this EULA, each Party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this EULA unless it was made fraudulently.
14.6. The EULA is entered into in English. Should a conflict arise between the English version of the EULA and any translated version, the terms of the English version shall prevail.
14.7. The Parties are independent. This EULA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
14.8. Licensee grants to Licensor the right to mention its identity as a reference for the purpose of Licensor’s commercial promotion.