EULA

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END-USER LICENSE AGREEMENT

OVERVIEW

As with any software that you intend to install or use on your computer or website, a BLKBK font requires a licensing purchase to cover your usage. In doing so you are buying the rights to use that font under the terms and conditions in our Font License Agreement. The following is our Font License Agreement – please read it carefully as it is a legally binding contract between you and BLKBK.  If you have any questions about this Font License Agreement, please contact us here.

DEFINITIONS

In this Font License Agreement, we use the following defined terms:

ACKNOWLEDGEMENT

By purchasing a Font from us on the Website, you agree and acknowledge that you can only use that Font in accordance with this Agreement. You confirm that you have read and understand this Agreement [when you click on "Proceed to Checkout"] to purchase a Font from us.  

TERMS & CONDITIONS

The following terms and conditions govern your use of the Font: 

1. Ownership: Licensee acknowledges and agrees that: (a) the Font is, and shall at all times remain, the exclusive property of Licensor; (b) any intellectual property right of any kind and in any jurisdiction, regardless of registration or registrability, in or to the Font (specifically including copyright and trademark rights) shall remain the sole and exclusive property of Licensor; (c) no title or ownership rights of any nature or kind whatsoever in the Font are being transferred to Licensee under this Agreement; and (d) this Section 1 also applies to all other Licensor fonts. Licensee agrees to immediately notify Licensor of any reason to believe Licensor's rights in or to the Font have been or are being infringed, and to take all reasonable steps to safeguard, not to prejudice, and to assist in the defence of Licensor's rights in or to the Font.
2. Grant of Commercial License: Subject to this Agreement, Licensor grants to Permitted Parties a non-exclusive to Commercial Extension holders with, non-transferable, royalty free, perpetual, worldwide, license to reproduce, distribute, publish, maintain, exhibit, display, digitize, perform, and otherwise use the Font (and/or any parts or elements thereof) for the Permitted Use only (the “License”). This does not apply to a purchase of a Standard Use of Desktop and Webfont font. 
3. Restrictions on Use: Unless expressly permitted hereunder, Licensee shall not, and shall not authorize any third party to, do any of the following: (a) use the Font for anything other than the Permitted Use; (b) encumber, pledge, sell, assign, transfer, rent, lease, or distribute the Font to or in favor of any third party; (c) reverse engineer, decompile, or disassemble the Font; or (d) copy, reproduce, modify or create derivative works of the Font. The purchase of a Commercial Extension grants the Licensee the right to use the font on a per-company basis, unless otherwise stated or agreed upon. Subsidiaries, affiliates, and parent companies require their own individual licenses. Studios and agencies involved in the use of the font must procure a separate commercial extension for their usage.
4. Services: Licensor’s sole service obligation is to deliver the Font to Licensee as per the Delivery Protocol.
5. Fees: Licensee shall pay the entire License Fee plus applicable taxes to Licensor in the Currency and as per the Payment Method prior to the Font being provided to Licensee.
6. Term: This Agreement is effective as of the Effective Date and shall remain in force unless terminated pursuant to Section 7.
7. Termination: Notwithstanding Section 6: (a) this Agreement may be terminated immediately by Licensor upon written notice to Licensee if: (i) Licensee commits or permits a breach of any of its covenants or obligations under this Agreement that are not cured by Licensee after written notice is provided by Licensor and Licensee has failed to cure within thirty (30) business days; or (ii) Licensee becomes insolvent or files an assignment in bankruptcy, a receiver or monitor is appointed over its assets, or Licensee ceases to carry on business in the ordinary course; or (b) this Agreement may be terminated upon mutual written agreement of Licensor and Licensee.
8. Effect of Termination: Upon termination of this Agreement: (a) the License shall terminate immediately; and (b) Sections 1, 3, 5, and 8 to 19 both inclusive, shall survive.
9. Representations and Warranties: Licensor represents and warrants that it owns or controls all right, title and interest in and to the Font and the Font is Licensor’s original creation and Permitted Parties’ exercise of the rights granted herein will not violate the rights of any third party or cause the Permitted Parties to incur any additional fees. Other than as stated herein, the Font is provided by Licensor on an “as is” basis, and Licensor makes no representations, warranties or guarantees of any kind including with respect to the usefulness, and expressly disclaims any implied warranty or condition of merchantability, merchantable quality or fitness for any particular purpose. No oral or written information or advice given by Licensor shall (or be deemed to) create or evidence a representation, warranty or guarantee of any kind.
10. Electronic Delivery: If the Font is delivered electronically, Licensor does not represent, warrant or guarantee compatibility with any computer software in order to access the Font, that access to the Font will be uninterrupted or error-free, or that errors will be corrected. Downloading of the Font is at Licensee's own risk. Licensor does not at any time represent, warrant or guarantee that the Font or any related material is free of viruses, worms, or other destructive code. Licensee is responsible for implementing safeguards to protect its computer system and data.
11. No Liability for Indirect Damages: Regardless of circumstances and regardless of the form of action, in no event shall Licensor be liable for any indirect, incidental, consequential, special, punitive or exemplary losses or damages of any nature or kind whatsoever, including lost profits, lost goodwill or any claim against Licensee by any third party, even if Licensor may have been advised as to the possibility of such losses or damages or if such losses or damages were reasonably foreseeable.
12. Fundamental Understanding Regarding Risk Allocation: Licensee acknowledges and agrees that the fees payable by Licensee to Licensor pursuant to this Agreement are based upon a specific risk allocation between Licensor and Licensee, and that Licensor would not have entered into this Agreement but for the specific understanding reached with Licensee as to certain risks, as set forth in Sections 9, 12 and 13.
13. Governing Law: This Agreement shall be governed by the laws of the Canada and the laws of Canada applicable therein. Licensor may enforce this Agreement in any court of competent jurisdiction.
14. Complete Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and may only be amended by mutual written agreement.
15. Severability: If any provision of this Agreement is declared illegal, void or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.
16. Assignment: This Agreement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns. Licensor may assign this Agreement without the consent of Licensee, provided that such assignment does not terminate the License hereunder.
17. Counterparts: This Agreement may be executed in electronic counterparts that together constitute one valid and binding agreement.
18. Waiver/Remedies: Licensor shall have no claim to additional compensation, and no claim arising out of any use of the Font in accordance with the terms hereof. Licensor shall have no right to inspect or approve any use made of the Font by the Permitted Parties, including, without limitation, any Materials in which the Font is incorporated. Licensor’s rights and remedies in the event of a breach or alleged breach of this Agreement or any term hereof by any Permitted Party shall be limited to Licensor’s right, if any, to recover damages in an action at law and in no event shall Licensor be entitled by reason of any breach or alleged breach to enjoin, restrain, or seek to enjoin or restrain, the use, distribution, or other exploitation of the Materials.
19. Payment: Payment is due immediately upon receipt of the invoice. 

Last Updated: June 30th, 2023