Slingerland® Institute for Literacy

End-User License Agreement (EULA)

This End-User License Agreement (“Agreement”) constitutes a binding legal agreement between you and the Slingerland® Literacy Institute (“Licensor”) and establishes terms and conditions by which you are permitted to install and use the Licensed Software (as defined below) and any of Licensor Property (as defined below). By downloading, installing and/or using the Licensed Software, you confirm that you have read, understand and agree to be bound by the terms of the Agreement. If you are entering into the Agreement on behalf of your employer, then “you” refers to that entity. If not, then the Agreement binds you personally. The Agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of the Agreement, do not install or use the Licensed Software.

1. Definitions. The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:

“Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device) capable of using the Licensed Software, regardless of where the Licensed Software is installed.

“Derivative Work” means any creation that is based on or derived from the Licensed Software, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, decompilation, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Software.

“Document” means a digital file, used in connection with human-readable text, that is not executable and is not an Image File. Document formats include, but are not limited to: Portable Document Format files (“PDF”), Electronic Publication files (“ePub”), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), and Amazon’s Kindle formats (.azw, .KF8, .mobi).

“Embedded Software Files” means any Documents or other software files that contain a copy of the Licensed Software, or data describing the shape or outline of any part of the Licensed Software.

“Fonts” means the fonts named “SLI Print,” “SLI Print Arrows,” “SLI Script,” “SLI Script Arrows” and any others as may be designed, developed and owned by the Licensor for use by the Licensor or its Licensees.

“Image Files” means both (i) digital files that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Licensed Software or any portion thereof. Examples of Image Files include, but are not limited to: Scalable Vector Graphics (“SVG”) files, Encapsulated PostScript (“EPS”) files Joint Photographers’ Expert Group (“JPEG”) files; Graphics Interchange Format (“GIF”) files; Portable Network Graphics (“PNG”) files; and Tagged Image File Format (“TIFF”) files.

“Licensor Property” means, collectively, the Licensed Software, the Typefaces, the Trademarks, and all of Licensor’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Licensor intellectual property made available to you pursuant to this Agreement.

“Licensed Software” means those computer programs and related data licensed pursuant to this Agreement, the name(s) of which are listed on the Order Document(s), which, when used on a Computer, generate(s) the Typefaces. Licensed Software includes, but is not limited to, all bitmap representations of the Typeface designs.

“Licensee” has the meaning set forth on the Order Document(s).

“Licensee Parties” means Licensee, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates.

“Licensor” means The Slingerland® Literacy Institute, having an address at P.O. Box 1648, Bellevue, WA 98009.

“Licensor Parties” means Licensor, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns, and any of their affiliates.

“Order Document(s)” means the document(s) created by Licensor when Licensee enters into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.

“Permitted Computer(s)” means the number of Computer(s) specified on the Order Document(s).

“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person or Computer from accessing the Licensed Software.

“Term” means the period commencing on the Effective Date and, subject to the termination provisions set forth in Paragraphs 10.1 and 10.2 of this Agreement shall be perpetual.

“Trademarks” means the names of Licensor and the Licensed Software set forth on the applicable Order Document(s), including, but not limited to “Slingerland®”, a registered trademark of the Slingerland® Literacy Institute.

“Typefaces” means the typefaces and fonts designed, developed and owned by Licensor, that are rendered by the Licensed Software.

2. Grant of License.

2.1 Subject to the terms of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, revocable license, without the right of sublicense to do the following solely for use of the Typefaces and Fonts for educational purposes by an individual teacher or non-profit or public school in an educational setting:

a. Installation and Archival Copy. On one (1) or more Permitted Computers, as specified on your applicable Order Document(s), (i) install the Licensed Software so that a Licensee Party may display the Typefaces, in whole or in part, solely on such Permitted Computer(s), and (ii) make one (1) backup copy of the Licensed Software for archival purposes only.

b. Image Files. Create, reproduce modify, display and distribute Image Files, using the Permitted Computer(s). All Image Files created pursuant to this subparagraph must not be used in conjunction with any software that, when combined with the Image File, could emulate the functionality of the Licensed Software.

2.2 Rights Reserved. This Agreement does not grant to Licensee any right, title or interest in or to the Licensor Property, other than the grant of rights expressly provided in this Agreement. All rights not granted by this license are expressly reserved.

2.3 Restrictions. Licensee may not, and must ensure that no Person is able to:

a. extract, decompile, modify, reformat, translate, reverse-engineer, assemble, re-digitize, or discover the source code of, or remove or disable any Security Feature of, any Licensed Software or other Licensor Property;b. duplicate, share, license, sell, rent, lease, transfer, assign, distribute, offer or otherwise commercially exploit the Licensed Software, or any portion thereof, to any third party by any means without the express written consent of Licensor, except as expressly set forth in this Agreement;c. alter, remove or obscure Licensor’s proprietary notices, including copyright, trademark, or other legal notices in any Licensor Property;d. create any customization, variant, adaptation or Derivative Work of any Licensed Software or other Licensor Property, or any font software, font design, or typography that incorporates or imitates the data, design, or design statistics of, or that is substantially similar to, the Licensed Software;e. install or use the Licensed Software on any Computer, except as specified on your Order Document(s), any Web Server, or in any manner that allows any Person or Computer to access the Licensed Software other than as expressly provided for in this Agreement, including, without limitation, causing the Licensed Software to be displayed on a web page using the CSS @font-face rule; or permit or enable any other Person or Computer to use the Licensed Software in any way; orf. Continue to use any Licensed Software, or Licensor Property after termination of this Agreement.

2.4 Licensee shall be fully responsible for all use of the Licensed Software by any Person who gains access to it pursuant to the terms and conditions of this Agreement, or as the result of any act or omission of Licensee in violation of this Agreement. Also, Licensee will use commercially reasonable efforts to adopt new Security Features as they become generally available from time to time.

3. Payment and Taxes. In consideration for the rights granted to Licensee hereunder, Licensee shall pay to Licensor a license fee specified on the Order Document(s), payable on the date the Licensee enters into this Agreement by clicking below.

3.1 Fees for Licensed Software are posted on our website, and may be changed from time to time. Changes will not be applied retroactively to existing licensees.

3.2 A valid credit card number is required in order to enter into this Agreement. You hereby represent and warrant that you are authorized to use the credit card provided to us in association with this Agreement. If Licensor cannot process your credit card for any reason, delivery of Licensed Software may be delayed until payment can be processed.

3.3 All amounts paid pursuant to this Agreement are non-returnable and nonrefundable. No exceptions will be made.

3.4 All fees will not include, and Licensee is responsible for paying any applicable sales, use, gross receipts, excise, import, export, value added or similar taxes. Each party will bear its own taxes as levied under applicable law. Notwithstanding the foregoing, if required by the law of the state Licensee lives or operates in, Licensor collects applicable state sales tax, which will appear as a separate line item on Licensee’s Order Document(s).

4. Intellectual Property.

4.1 Licensee acknowledges that Licensor is the exclusive owner of all worldwide right, title and interest in and to the Licensor Property, including all copies of the Licensed Software, regardless of the format in which they are expressed or the media on which they are recorded. Licensee acknowledges that Licensor shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications, customization, variations, or adaptations of the Licensor Property (individually and collectively, the “Modifications”), based on or substantially similar to, the Licensor Property, inclusive of all Derivative Works, regardless of who made such Modifications or Derivative Works. If Licensee makes or causes to be made any such Modifications, Licensee shall immediately provide Licensor with all copies of such Modifications made by or for Licensee, and Licensor may terminate this Agreement pursuant to Paragraph 10.

4.2 Licensee agrees not to challenge Licensor’s rights in or to the Licensor Property, or the validity of any intellectual property or other right of Licensor therein, or to infringe Licensor’s rights therein. All goodwill that may become attached to the Trademarks as a result of Licensee’s use of the Typefaces or the Licensed Software shall inure to the exclusive benefit of Licensor. Licensee shall refrain from using the Trademarks as part of any corporate, trade or firm name or style of Licensee. Licensee shall not create a combination mark consisting of any of the Trademarks with the proprietary marks of any other Person. Licensee shall not take any action that could reasonably be expected to impair the registrability, validity or enforceability of any of the Trademarks, nor shall Licensee attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of Licensor, infringe or otherwise violate Licensor’s rights to the Trademarks.

5. Updates and Upgrades. Nothing in this Agreement shall be construed to obligate Licensor to provide upgrades or updates of the Licensed Software to Licensee under any circumstances. To the extent upgrades or updates are provided, they shall be provided to Licensee on a license exchange basis, and Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee’s right to use any previous version of the Licensed Software. Upgrades and updates may be licensed with additional or different terms and fees.

6. Transfer of Rights Prohibited

6.1 Licensee may not sell, lease, sublicense, or otherwise assign or transfer (each, a “Transfer”) any rights, duties or obligations under this Agreement, in whole or in part, to any Person, including by merger or operation of law.6.2 If Licensee is a corporate parent, subdivision, wholly-owned subsidiary, joint venture, unincorporated division, or is otherwise affiliated with another Person (including, without limitation (i) a single publication that is owned or operated by a parent company that owns or operates other publications or (ii) an agency, studio, graphics production company, or similar entity owned or operated by a parent company that owns or operates such entities), Licensee may not permit such Person, or any Person owned, operated, or otherwise affiliated with such Person, to use the Licensed Software in any manner.

6.3 Any Transfer in violation of this Agreement will be null and void.

7. No Warranty. The licensed software is provided “as is.” To the extent permitted by applicable law, licensor disclaims all warranties, representations and guarantees, express or implied, as to merchantability, fitness for any particular purpose, or otherwise with respect to the licensed software. In addition, there is no warranty of non-infringement, title or quiet enjoyment.

7.1 Licensee understands and agrees that Licensee downloads and/or uses the licensed software at Licensee’s discretion and risk and that Licensee will be solely responsible for any damages to any computer or loss of data that results from the download or use of the Licensed Software.

7.2 Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to licensee. Licensee may also have other rights that vary from state to state and jurisdiction to jurisdiction.

8. Disclaimer of Liability. To the extent permitted by applicable law, Licensor disclaims all liability for indirect, special, consequential, or incidental damages, including any lost profits or lost savings, loss of goodwill, business interruption, work stoppage, loss of data, or computer failure, damage or malfunction, or for any claim by any party, even if licensor has been apprised of the possibility of such damages, and regardless of the theory (including contract, tort, strict liability, negligence or otherwise) upon which such claim is based. In no event shall Licensor’s total liability to Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by Licensee under this agreement. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose. Licensor and Licensee acknowledge and agree that these limitations are an essential element of this agreement and that the price for the Licensed Software is determined in part by taking into account the existence of these limitations.

9. Breach and Termination.

9.1 Licensor may terminate this Agreement immediately by written notice to Licensee upon failure by Licensee to comply with the terms of this Agreement, including without limitation, by use exceeding the scope of the licenses granted in Paragraph 2 of this Agreement.

9.2 Licensor may terminate this Agreement or suspend Licensee’s rights to use the Licensed Software upon written notice to Licensee if:

9.2.1 Licensee has materially breached any obligation under this Agreement and failed to cure the breach to Licensor’s reasonable satisfaction within fifteen (15) days following receipt of notice of the breach;9.2.2 A Person other than Licensee has used the Licensed Software employing Licensee’s access rights or Licensee’s copy of any software;9.2.3 Licensee stops or suspends doing business;9.2.4 Licensee becomes insolvent or becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless the proceeding is removed or dismissed within sixty (60) days from the filing date) or becomes subject to direct control of a transferee, receiver, or similar authority or makes an assignment for the benefit of creditors; or9.2.5 As a result of an acquisition, merger, reorganization or strategic business relationship, Licensee becomes a competitor of Licensor (by developing, licensing, or distributing font- or typeface-related software or services) or, in Licensor’s reasonable opinion, is likely to become such a competitor of Licensor within one hundred eighty (180) days.9.3 The termination of this Agreement shall automatically terminate and extinguish the licenses granted herein. Upon any such termination, Licensee shall immediately destroy the original and all copies of the Licensed Software in its possession and Licensee shall have no further right to use the Licensed Software pursuant to this Agreement. All confidentiality obligations of Licensee under this Agreement will continue for two (2) years after any expiration or termination of this Agreement.

9.4 Licensee hereby waives any and all challenges to, or claims or defenses regarding Licensor’s right to terminate this Agreement pursuant to the terms hereof.9.5 In lieu of termination, Licensor reserves the right to (a) require that Licensee immediately cease any unauthorized use in violation of the terms of this Agreement and (b) assess additional fees for the unauthorized use.9.6 Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.

10. Force Majeure. Licensor shall not be liable for damages and Licensee shall not have the right to terminate this Agreement for any delay or default in delivery of the Licensed Software resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages or disputes.

11. Governing Law; Jurisdiction and Venue. This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Washington (the “State”), but without regard to its conflicts of laws or choice of forum rules. Licensee hereby irrevocably submits to personal jurisdiction in the State and to the non-exclusive jurisdiction of any Washington state or federal court sitting in the City of Seattle over any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction and venue of any Action shall, at the election of Licensor, be in (and if any Action is originally brought in another venue, the Action shall at the election of Licensor be transferred to) a state or federal court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.

12. No Waiver. No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.

13. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

14. Relationship of the Parties. Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers. Neither party has any right or authority to bind the other in any way.

15. Entire Agreement. This Agreement, with its Order Document(s), constitutes the entire understanding between the parties concerning the Licensed Software and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the same. No terms and conditions of any purchase order, or other document will add to, modify or supersede the terms of this Agreement.

16. Survivability. Paragraphs 3 through 8 and 10 through 20 of this Agreement, and any terms that by their nature survive termination, shall survive the termination of this Agreement.

17. Indemnification. Licensee, at its expense, shall indemnify Licensor against all losses, damages, claims, expenses (including attorney fees and court costs) arising out of or resulting from (a) any use of the Licensed Software by Licensee (unless and only to the extent the loss is attributable to a breach by Licensor of any obligation under this Agreement), (b) any breach by Licensee of this Agreement, or (c) any actions by Licensee Parties or Persons that would constitute a breach of this Agreement if that Licensee Party were a party to this Agreement and its obligations were substantially the same as Licensee’s obligations.

18. Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be sufficient if sent by certified U.S. mail, addressed to the party to whom the same is directed, in which event the date of the notice shall be the date of deposit in the U.S. mails, postage prepaid, or on the delivery date if delivered by email; provided, however, that notice sent by email shall not be effective with respect to matters related to termination or indemnity.

19. Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorized disclosure of the Confidential Information would cause irreparable harm to Licensor, and that in the event of any breach or threatened breach, Licensor will be entitled to obtain equitable relief in addition to any other remedy. Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.

20. Captions; Construction. The paragraph headings in this Agreement are for reference purposes only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning, “including, but not limited to.” The singular of a defined term includes the plural and vice versa.

Slingerland® Institute for Literacy
PO Box 1648, Bellevue, WA 98009 US
Phone: (425) 453-1190
Fax: (425) 635-7762