
Fontspring Application Font End User License Agreement 
This Fontspring Application Font End User License Agreement (“EULA”) is entered into by and between Fontspring ___, having its place of business at 3906 Concord Pike, Suite D Wilmington, DE 19803, USA (“Fontspring”) and Google Inc., having its place of business at 1600 Amphitheater Pkwy, Mountain View CA 94043 (“Licensee”) and is effective as of the date signed by between Google below (the “Effective Date”).

1.	Right Granted
Fontspring grants Licensee a perpetual, worldwide, non-exclusive and non-transferable license to:
a.	Embed the licensed Font into and display the licensed Font through an unlimited number of copies and subsequent versions of the Application(s) (“App” or “Apps”).
b.	Modify or convert the Font to improve the Font's appearance or performance in the App.

2.	Requirements and Restrictions
Licensee agrees to abide by the following requirements and restrictions:
a.	Licensee may embed the Font into ONLY the Apps specified in the applicable Purchase Order made under this EULA.
b.	Licensee may not redistribute the Font with the App’s source code.
c.	Licensee may not install the Font in the operating system the App runs on.
d.	Licensee may not embed the Font in any application software considered to be a plug-in, template, skin or theme.
e.	Licensee may not embed the Font in an App that enables an end user to create custom typesetting with the Font.
f.	Licensee may embed the Font in reports that the App saves or exports, provided that the reports are not sold for profit.

3.	Provision to Third Parties
Licensee may temporarily provide the Font to a producer, publisher or other agent who is working on behalf of the Licensee, only if the producer, publisher, or other agent (1) agrees in writing to use the Font exclusively for Licensee’s work, according to the terms of this EULA, and (2) retains no copies of the Font upon completion of the work.
Licensee may sublicense its rights under this EULA to its affiliates only if and as needed to assist Licensee in exercising its rights under this EULA, and provided further that Licensee will be liable for the acts and omissions of such affiliates.

Licensee may not otherwise distribute the Font to third parties or make the Font publicly accessible or available, except by embedding or linking in accordance with this EULA. 

4.	Term
This EULA grants a perpetual license for the rights set forth in Paragraph 1 unless and until the EULA terminates under Paragraph 8. Fontspring will not charge additional fees post purchase, annually or otherwise.

5.	Other Usage
Licenses for desktop use, @font-face embedding, Ebooks and Epubs, product creation websites, website template distribution, website templates, and other uses not allowed by this Agreement may be available for an additional fee. Contact Fontspring at support@fontspring.com for more information.

6.	Modifications
 Licensee may not modify the Font or create derivative works based upon the Font without prior written consent from Fontspring or  the owning Foundry (“Foundry”) EXCEPT THAT Licensee may generate files necessary for embedding or linking in accordance with this EULA, and Licensee may modify or convert the Font in accordance with Section 1 of this EULA.

7.	Copyright
The Font is protected by copyright law. The Foundry is the sole, exclusive owner of all intellectual property rights, including rights under copyright and trademark law.

8.	Termination
This EULA starts on the Effective Date and stays effective until terminated. If Licensee violates any term of this EULA, Fontspring may terminate the EULA with 30 days prior written notice to Licensee’s legal department at legal-notices@google.com. This EULA will terminate automatically 30 days after the issuance of such written notice.

9.	Representations and Warranties; Disclaimer; Limited Warranty:

Footspring represents and warrants that:

a.	it has and will retain all necessary rights to grant the licenses in this EULA and deliver the Font to Licensee; 
b.	the Font does not violate any applicable law or infringe any third party intellectual property right; and
c.	the Font will be free from viruses or other malicious code.

Fontspring further warrants that the Font will be free from defects in materials and workmanship under normal use for a period of twenty one (21) days from the date of delivery as shown on Receipt. Fontspring's entire liability, and Licensee’s exclusive remedy, for a defective Font shall be, at Fontspring's election, either (1) return of purchase price or (2) replacement of any such product that is returned to Fontspring with a copy of the Receipt. Fontspring shall have no responsibility to replace the product or refund the purchase price if failure results from accident, abuse or misapplication, or if any product is lost or damaged due to theft, fire, or negligence. Any replacement product will be warranted for twenty one (21) days. This warranty gives Licensee specific legal rights. Licensee may have other rights, which vary from state to state.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PRODUCT, IS PROVIDED “AS IS” AND FONTSPRING MAKES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The entire risk as to the quality and performance of the Product rests upon Licensee. Neither Fontspring nor the Foundry warrants that the functions contained in the Product will meet Licensee’s requirements or that the operation of the software will be uninterrupted or error free.

FONTSPRING SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF FONTSPRING OR THE FOUNDRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Licensee.

10.	Indemnity
Fontspring will defend and indemnify Licensee and its affiliates, directors, officers, and employees, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent claiming that use of the Font infringes or violates the third party’s intellectual property or other rights.

11.	Governing Law
ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

12.	Entire Agreement
This EULA, in conjunction with the purchase order (“Purchase Order”) attached hereto as Attachment A constitutes the entire agreement between Fontspring and Licensee.

13.	Modification. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this EULA.

14.	Waiver. The waiver of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default.
15.	Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

Signed by authorized representatives of the parties on the dates written below.

Fontspring:


Licensee: Google Inc.


By: 	
By: 	
Print Name: 	
Print Name: 	
Title: 	
Title: 	
Date: 	
Date: 	

Attachment A
Purchase Order

Font:		Proxima Nova
Applications:	Waze and RideWith (RideWith name might be modified in near future)
Purchase Price:	$5080 US Dollars
Payment Terms:	Upon receiving an invoice (using Google credit cards)
