Desktop Font Licence Agreement
The Terms of this End User Licence Agreement (Agreement) will apply between Maimoa Creative (Maimoa Creative) and You (You, Your, Yours) if You purchase a licence or licences to use Maimoa Creative's Font Software (Font).
When You purchase a Font, You are purchasing the right to use that Font under a particular set of conditions. These conditions range from, for example, how many computers the Font can be installed on, to whether it can be embedded in digital documents. It is important to read and understand this Agreement because it defines Your rights, the acceptable uses of the Font, and the rights Maimoa Creative reserves. If You believe Your usage or need is not addressed, or if You are unsure of the meaning of any term or condition, please ask Maimoa before making a purchase.
Maimoa Creative agrees to grant You a licence or licences to use the Font on the terms of this Agreement and provided that You comply with these terms, in perpetuity.
This licence is not exclusive to You, may not be transferred by You, and can be revoked by Maimoa Creative.
If You are a parent company purchasing the Font for a wholly or partly owned subsidiary, You must ensure Your subsidiary complies with the terms and conditions of this Agreement. Any breach of this Agreement by Your subsidiary will be deemed a breach by You. If You are a subsidiary of a parent company, this licence does not allow transfer of this licence to Your parent company, Your parent company must purchase an independent licence to use the Font.
- “Maimoa Creative” is owned by Hayley Aroha Tamihana, a sole trader.
- “You”, “Your” and the “End User” are defined as and refer to a customer who has purchased a licence to use the Font. An End User is not defined as a distributor, reseller, dealer, sub-licensee, original equipment manufacturer (“OEM”), wholesale buyer or any similar entity. Maimoa Creative Fonts and products may not be distributed and/or sold to third parties without prior written consent from Maimoa.
- “Font”, “Fonts” or “Font Software” have identical meanings in this agreement. They are defined as the designs of the Fonts and the Software identified on Your Sales Receipt that produces a typeface design(s) together with any other artworks that may be associated with the Font.
- “Sales Receipt” means the electronic document You receive as confirmation of the Fonts purchased.
- There is no expiry to this Agreement or its terms, so You may use the Font in perpetuity with no further licensing costs. There is no geographic limitation to this Agreement, You may use the Font worldwide.
3. Uses and Restrictions
- Font File Protection
- Authorised Use
- Service Bureau/Printers
- Back-up Copies
- Embedding of Fonts
- Web Fonts, @font-face and Font Linking
- Apps, Games, Hardware and Software
4. Rights Reserved
- You expressly acknowledge that the Font Software, the designs embodied therein, the trade names and/or trademarks and copyrights associated therewith are each the exclusive property of Maimoa Creative, and that Maimoa Creative has all the necessary rights and titles to license the Font to You. All rights not expressly granted under this licence are reserved to Maimoa.
- You agree that the Font and the design of the Font embodied therein are owned by Maimoa Creative and the Font’s structure, organisation and code are the valuable trade secrets of Maimoa. You acknowledge that the Font is, among other means, protected under New Zealand trademark and/or copyright law, by the trademark and/or copyright and design laws of other nations, and by international treaties.
- At Maimoa Creative's request, You agree to provide an audit to confirm the Desktop Font You are consuming match Your Sales Receipt. Maimoa Creative will give You at least 5 business days’ notice to complete the audit.
5. Warranties and Limitations
- Maimoa Creative represents and warrants that the Font will perform substantially in accordance with the representations made herein. To make a warranty claim, You must notify the source from which You obtained the Font together with a copy of Your Sales Receipt. If the Font does not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the Font Software or the refund of the licence fee You paid for the Font, as an authorised officer of Maimoa Creative may elect. Maimoa Creative and its suppliers do not and cannot warrant the performance or results You may obtain by using the Font. It is Your responsibility to ensure that the Font is fit for Your purpose.
- Maimoa Creative expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Maimoa Creative does not warrant that the operation of the Font will be unimpeded, uninterrupted or error-free, or that the Font is without defects. Without limiting the foregoing under no circumstances shall Maimoa Creative be liable to You or any other party, whether in contract or tort (including negligence) or otherwise, for any indirect losses, special, consequential, or incidental damages, including lost profits, lost savings, loss of data, or business interruption as a result of the use of or the inability to use the Font even if notified in advance of such possibility.
- Any breach of the terms of this Agreement shall be cause for immediate termination without the obligation of notice or opportunity to cure. Maimoa Creative shall be entitled to seek any and all remedies under law or equity, without limitation, including injunctive relief without the obligation of posting security or bond. You agree to immediately discontinue using and delete the Font and certify that no copy remains in Your possession or control.
7. Dispute Resolution
- Any dispute or difference arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by both You and Maimoa Creative and if both parties cannot agree within twenty-one (21) days from the date upon which the dispute arises then an arbitrator will be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
8. Choice of Law and Agreements
- You agree that this Agreement between Maimoa and You was formed in Tauranga, New Zealand, and any cause of action arising from it, arises in Tauranga, New Zealand and will be governed by and construed in accordance with the laws of New Zealand and within the exclusive jurisdiction of the New Zealand courts.
- Maimoa Creative reserves the right to amend or modify this Agreement at any time and without prior notification. Any modifications will preserve the original permitted uses of this Agreement. Modifications may account for changes in technology that would otherwise impair or render obsolete provisions in this Agreement. Modifications shall not be applied retroactively and any original intended use cases will not be void as a result of any modifications. Maimoa Creative will make such amended terms available at www.maimoa.nz/pages/desktop-font-licence-agreement. If You do not agree to the modified terms, Your continued use of the Desktop Font could be in breach of the Agreement.
- This Agreement embodies the entire understanding between Maimoa Creative and You and supersedes all prior arrangements or understandings. If an applicable Court declares any part of it to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.