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CELARTEM, INC., doing business as Extensis
1500 SW FIRST AVENUE, SUITE 680
PORTLAND, OR 97201
CONNECT PRODUCTS LICENSE AGREEMENT
Updated as of: January 25, 2023.
IMPORTANT—READ CAREFULLY. This Connect Products License Agreement (“Agreement”) is a legal agreement between you (either as an individual or a single entity) and Celartem, Inc., doing business as Extensis (“Extensis”), for Extensis’ Connect products, which includes a software as a service (“SaaS Service”) and/or a desktop application (the “Client Software”) (collectively the “Products”), and for any related services which may also be provided by Extensis. By installing, copying or using the Products you agree to be bound by the terms and conditions of this Agreement.
1. General License Terms and Conditions.
1.1 Subject to the terms and conditions of this Agreement, Extensis grants to you and your designated employees or independent contractors (“Authorized Concurrent Users”), a non-exclusive, non-transferable, limited license to use your applicable licensed Products for your internal business use only during your Products license term. The number of Authorized Concurrent Users accessing the Products, directly or indirectly (e.g., via a multiplexing program, web portal application, or other device or application server), at any point in time must not exceed the total number of Authorized Concurrent Users that you are licensed for. You must obtain a license for each of your Authorized Concurrent Users. Your permitted number of Authorized Concurrent Users is determined by your purchased number of Authorized Concurrent User licenses.
1.2 All right, title to and ownership of all applicable intellectual property rights in the Products, including but not limited to patents, copyrights and trade secrets remain with Extensis and its licensors. The Products include unpublished software, trade secret and confidential or proprietary information of Extensis or its licensors and is developed at private expense. Such software is comprised of “commercial items”, “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101, DFAR 252.227-7014(a)(1) and DFAR 252.227-7014(a)(5). Consistent with DFAR 227.7202 and FAR 12.212, any use, reproduction, display, or disclosure by the US Government shall be governed solely by the terms of the Agreement.
1.3 If you fail to maintain an Extensis Account (as described in Section 2 below) or pay any applicable fees as they become due, or if Extensis cannot validate your Products license or discovers any fraudulent or unauthorized use or access to the Products, then Extensis shall have the right to restrict your use or access to the Products, suspend your Products license or Extensis Account, or terminate your license. Any such restriction, suspension or termination shall be in addition to any other rights and remedies Extensis has under law and equity and shall not be a breach of the Agreement by Extensis.
1.4 If you use the Products to store your Content, you agree that you are solely responsible for your Content. You represent and warrant that you own or have all appropriate rights and license to your Content and that you grant Extensis a non-exclusive, worldwide, royalty free right to store your Content in connection with your use of the Products. “Content” is defined as any digitally stored content, information, or data, including without limitation, font files, photographic, graphic, audio video and text electronic files. Your storage of any of your Content does not constitute or imply an endorsement, recommendation, advice, opinion or comment by Extensis, nor is an assurance of legality, quality or safety by Extensis.
1.5 Supplemental terms specific to the SaaS Service and Client Software are attached hereto as Exhibit A. Products support will be provided by Extensis as set forth in Extensis’ support policy at: https://www.extensis.com/support/support-policy
2. Internet Connection. Use of the Products require an Internet connection and an Extensis Account. An Extensis Account is established at the time you are granted any trial or production license to the Products.
3. Third Party Software Components. The Products may contain certain Third Party Software Components which are subject to their respective licensors’ terms and conditions. “Third Party Software Components” mean third party software such as libraries or other components (including open source) that are integrated by Extensis into the Products, or are required by Extensis for use of the Products. The Third Party Software Component’s terms and conditions are made available through the applicable Products (e.g. contained in the Resources Section, Online Help or installed locally). Your use of the Third Party Client Software Components shall be governed solely by the Third Party Software Components terms and conditions. For purposes of clarity, Third Party Software Components are not included in the definition of Products.
4. Third Party Software Applications. You may use third party software applications with the Products that you obtain from the providers of such third party software applications (“Third Party Software Applications”). For purposes of clarity, Third Party Software Applications are standalone products from the Products and any Third Party Software Components defined above. Third Party Software Applications are subject solely to the applicable provider’s terms and conditions between you and such provider, and Extensis does not warrant and shall have no responsibility for such Third Party Software Applications. If you use Third Party Software Applications with the Products, you agree that Extensis can allow the providers of such Third Party Software Applications access to your Content as required for the interoperation of the Third Party Software Applications with the Products. Extensis shall not be responsible and shall not be liable for any disclosure, modification, alteration or deletion of your Content resulting from any access by the providers of such Third Party Software Applications. If a provider of any Third Party Software Application no longer makes its Third Party Software Application available for interoperation with the Products on reasonable terms, Extensis may discontinue the interoperability between the Products and the Third Party Software Application and Extensis shall not be liable for such discontinuation, including without limitation, any refund, credit or other compensation.
6. Use of Data.
6.2 Technical Data. Extensis collects and uses: technical data and related information, including but not limited to technical information about Extensis’ customers’ devices, browsers and browser versions, operating system and application software, peripherals and computer configurations used in connection with the Products so that Extensis can improve and facilitate the operation and functionality of the Products, the provision of updates, technical and product support, security measures and other services to Extensis customers. Extensis may use this information in an anonymized and aggregated form that does not personally identify you.
6.3 Usage Data. Extensis also collects and uses information in connection with you and your Authorized Concurrent Users’ use of the Products, such as Extensis Account number, user behavior and interaction, number of current sessions, number of seats, number of fonts, workgroups, roles, product information and other data items. Extensis may use this information to understand how the Products are being used, and to improve and facilitate the use of the Products. Extensis may also contact you and your Authorized Concurrent Users to make recommendations regarding your system environment, and to help optimize and improve the use of the Products.
6.4 Extensis may also use the Technical and Usage Data in anonymized and aggregated form to describe how Extensis customers generally use the Products and the technical environment.
6.5 Extensis may also provide marketing and sales related information directly to you and your Authorized Concurrent Users about the Products or other Extensis products and services. If you do not wish to receive such marketing or sales related communications from Extensis, you may visit https://www.extensis.com/email-preference-center to update your preferences.
7. Audit. Extensis shall have the right to inspect and audit your records to ensure ongoing compliance with this Agreement. Extensis or Extensis’ independent certified public accountant shall conduct such inspection and audit at Extensis’ expense. Any inspection and audit will be conducted during regular business hours with reasonable notice and will not unreasonably interfere with your normal business activities. Inspections and audits will not occur more frequently than once a year, however, if past inspections and audits reveal major discrepancies, Extensis shall have the right at any time to an inspection and audit upon written request. If any inspection and audit reveal any underreported, unpaid or unauthorized use of the Products, then you shall promptly pay to Extensis the then current fee representing the underreported, unpaid or unauthorized use of the Products. In addition, you will be responsible for the costs and expenses of the inspection and audit if such inspection and audit reveal that the then current fee representing the underreported, unpaid or unauthorized use is equal to or greater than 5% of the amounts actually paid by you.
8. WARRANTY AND DISCLAIMER OF WARRANTY. THE PRODUCTS ARE PROVIDED “AS IS”. EXTENSIS DISCLAIMS ALL OTHER WARRANTIES ON THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. EXTENSIS DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL ACHIEVE ANY SPECIFIC RESULT OR REQUIREMENT IN YOUR BUSINESS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE IN OPERATION. YOUR STATE MAY PROVIDE YOU WITH SPECIFIC LEGAL RIGHTS WITH RESPECT TO WARRANTIES, SUCH RIGHTS VARY FROM STATE TO STATE.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL EXTENSIS BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF EXTENSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXTENSIS’ LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCTS THAT CAUSED SUCH DAMAGES DURING THE PRECEDING TWELVE (12) MONTH PERIOD FROM WHEN THE CAUSE OF ACTION AROSE. THIS LIMITATION OF EXTENSIS’ LIABILITY FOR SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE OR ANY OTHER BASIS. BECAUSE YOUR STATE MAY NOT ALLOW THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Term and Termination. Your Products license term will be the applicable time period purchased by you. If you choose not to renew your subscription, your Products license will terminate upon expiration of the term. If you are in default of any provision of this Agreement, Extensis may immediately terminate your Products license under this Agreement. In the event of any expiration or termination of your Products license, you must cease all use of the Products. For purposes of clarity, any Products license is non-cancelable. Upon any expiration or termination of any Products license, your Content will be made available to your administrator for download for a period of thirty (30) days from the date of expiration or termination.
11. Export. You cannot export or re-export the Products or any direct product thereof without the express prior written consent of Extensis and the appropriate United States or foreign government export licenses and approvals.
12. Force Majeure. Extensis shall not be liable to you for any delay or failure by Extensis to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of Extensis, including, but not limited to, labor disputes, strikes, other lab or industrial disturbances, acts of God, floods, lightning, shortages of materials, rationing, utility or communications failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency or subdivisions thereof.
13. Invalid Provision. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
14. Governing Law. This Agreement shall be governed by the laws of the State of Oregon, excluding that body of law known as conflicts of law, and the United Nations Convention on Contracts for the Sale of Goods.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior or contemporaneous agreements of the parties with respect to such subject matter.
A. CLIENT SOFTWARE. If you are licensed for the Client Software, then the following supplemental terms and conditions shall apply to your use of the Client Software:
1. You may install the Client Software on any number of computers, desktops, or laptops (collectively “Computer”) and if applicable, may have up to two (2) copies of the Client Software simultaneously active at a time for each Authorized Concurrent User license granted to you hereunder.
2. In addition to the license rights and restrictions set forth in the Agreement, you may not create derivative works based on the Client Software or any part thereof. You shall not reverse engineer, decompile or disassemble the Client Software, in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law. You may not remove, obscure or alter any notice of copyright, patent, trade secret, trademark or other proprietary right or disclaimer appearing in or on the Client Software or any accompanying materials (collectively “Ownership Notices”). You may make a single copy of the Client Software for its internal backup or archival use only provided you retain or include all Ownership Notices in such copy. Making additional copies or duplicating the Client Software by any other means including electronic transmission is prohibited.
3. You shall ensure that your Authorized Concurrent Users comply with the terms of the Agreement for their use of the Client Software. You shall not allow any unauthorized user or third party to have access to or use of the Client Software. You may not use the Client Software in any time sharing, hosted or subscription services, or any other manner which allows a third party to use the Client Software without obtaining an authorized license from Extensis. You may not otherwise use, copy, modify, lend, lease, rent, disclose, distribute, sell, license, sublicense or transfer the Client Software or any copies thereof, in whole or in part, except as expressly provided in this Agreement. All rights not expressly granted hereunder are reserved by Extensis.
4. The Client Software may cause your Computer, without notice, to automatically connect to the Internet on install, on launch and on a periodic basis to facilitate your access to the SaaS Service. In addition, the Client Software may, without notice, automatically connect to the Internet to: (a) validate your Client Software license; (b) provide you with additional Client Software information, features, or functionality; (c) provide you with Client Software updates that are available for download and installation on your Computer, as applicable; or (d) notify Extensis of the results of installation attempts. You may also receive information from Extensis related to your Client Software license, Extensis Account or SaaS Service, as applicable.
B. SAAS SERVICE. If you are licensed for the SaaS Service, then the following supplemental terms and conditions shall apply to your use of the SaaS Service:
1. License. Your Authorized Concurrent Users’ access to and use of the SaaS Service cannot exceed your amount of server storage space per user (“Storage”) included with the SaaS Service. If desired, you may purchase additional Storage to be shared across all of its Authorized Concurrent Users.
2. Restrictions. You shall not: (a) permit any third party other than your Authorized Concurrent Users to have access to and/or use of the SaaS Service; (b) modify, copy, translate or create any derivative works of the SaaS Service; (c) reverse engineer the SaaS Service; (d) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, use as a service bureau or as part of any managed services, or otherwise commercially exploit the SaaS Service; (e) access and/or use the SaaS Service to create, build or develop a competitive product or service, or copy any ideas, features, functions or graphics of the SaaS Service; (f) use the SaaS Service to store or transmit: (1) infringing, libelous or other unlawful material; (2) any malicious code; or (3) any material in violation of applicable privacy rights; (g) use the SaaS Service in violation of any applicable law; or (h) attempt to gain unauthorized access to, interfere with or disrupt the performance of the SaaS Service or its related systems or networks.
3. Responsibilities. You agree that you are solely responsible for:
(a) obtaining, implementing, and maintaining your Computers, communications systems, and devices, including all third-party software licenses, needed to access and use the SaaS Service;
(b) the accuracy, quality, and legality of your Content and of the means by which you acquired your Content;
(c) using reasonable security methods to transfer Content (i.e. behind a firewall, on a secure network, using secure authentication, etc.);
(d) Your Authorized Concurrent Users’ compliance with the Agreement;
(e) using commercially reasonable efforts to prevent unauthorized access to and use of the SaaS Service, including preventing and terminating access to and use of the SaaS Service by any individual who is not an Authorized Concurrent User or is no longer an Authorized Concurrent User. You shall promptly notify Extensis of any such unauthorized access or use of the SaaS Service; and
(f) compliance with all applicable federal, state or local laws and governmental regulations regarding your business or use of the SaaS Service.
4. Right to Restrict Use. Extensis reserves the right, with or without notice, to restrict use or access to the SaaS Service: (a) in order to prevent damage to, or degradation of, Extensis’ network integrity; (b) if you breach the Agreement in a way that affects Extensis’ provision of the SaaS Service or infringes on Extensis’ or other third party’s intellectual property rights; or (c) if you violate any applicable laws or governmental regulations or are subject to a court order requiring suspension. Such restriction by Extensis shall not be a breach of this Agreement by Extensis and shall be in addition to any other rights and remedies Extensis has under law and equity. Extensis will promptly restore your use of the SaaS Service after the event giving rise to any restriction has been resolved to Extensis’ reasonable satisfaction.
5. Proprietary Rights and Use of Data. Extensis owns all right, title to and interest in and to the SaaS Service, including any intellectual property rights therein. No licenses or rights are granted to you except for the limited rights expressly granted under this Agreement. Extensis shall also own all right, title to and interest in any feedback, suggestions, enhancement requests or recommendations related to the SaaS Service that you provide to Extensis (collectively, “Feedback”). Extensis shall not be obligated to incorporate any Feedback into the SaaS Service. You (or its licensors) own all right, title and interest in and to your Content, including any intellectual property rights therein. You hereby grant to Extensis during any SaaS Service term, a limited right and license to access, use and reproduce the Content, solely for the purposes of facilitating Extensis’ performance the Agreement. Except for the rights expressly granted by one party to the other under the Agreement, all rights are reserved by the granting party.