Last Updated: August 5, 2022

Highlights of Important License Provisions: This Font Software For Electronic Publishing Use License Agreement allows the use of font software for the creation of the number of e-books or other e-publication titles selected at checkout, owned or controlled by Licensee, including by embedding the font software Licensed Asset in the e-book or e-publication only if the Licensed Asset cannot be extracted. This License Agreement prohibits all other (non-electronic publishing) use of the Licensed Asset (such as on desktop, mobile, video game applicationsm and website use), however Goldfish Girl Creative , LLC offers different licenses to cover these uses. All uses are subject to the terms and limitations in the full License Agreement.

This License Agreement contains important legal terms, and Licensee acknowledges that by completing the purchase process, Licensee has read the entire License Agreement and agrees to the terms and conditions herein, including, without limitation. Goldfish Girl Creative, LLC offers different types of license agreements and the one selected at the time of purchase applies to Licensee’s use of the Licensed Asset.

This License Agreement states the terms and conditions of Licensee’s non-exclusive and limited copyright license with respect to the font software (“Font Software”) and any other Licensed Assets made available on goldfishgirlcreative.com and purchased by Licensee for the Permitted Use only in Electronic Publications during the Term and in the Territory.

The “Licensed Asset” means the Font Software and any related instructions, which generate typeface and typographic designs and ornaments when used on an appropriate device; and includes all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. The Licensed Asset item number will be emailed to Licensee at the account email address Goldfish Girl Creative has on file along with a link to this License Agreement; Licensee should retain this for its records. This License Agreement may also apply to digital content that Goldfish Girl Creative, LLC makes available at no charge (e.g., for promotional purposes) only if expressly indicated during the initial download for that digital content, in which case, such digital content shall be deemed included in the Licensed Asset.

This License Agreement allows “embedding” of the Licensed Asset only in the number of e-books or other e-publication titles selected at checkout, owned or controlled by Licensee (each, an “Electronic Publication”), subject to the Licensed Asset being embedded in the Electronic Publications in a secure manner, which does not allow anyone other than the Licensee to extract and/or use the Licensed Asset outside of the Electronic Publication. “Embedding” a Licensed Asset means to include the Licensed Asset in an Electronic Publication to be used by the person accessing the file through an Electronic Publication, as opposed to a static rasterized (or bit-mapped) image of the font characters on their own. Goldfish Girl Creative offers separate licenses that allow for use in mobile apps, desktop, websites, servers, and digital broadcasting (all of which uses are outside of the scope of this License Agreement). For more information, contact our Enterprise Sales team.

1. Parties included in this license agreement; number of “seats” 

1.1 – This License Agreement is an agreement between:

• The “Licensee” who is the individual person indicated as the licensee during the purchase process 

• Goldfish Girl Creative, LLC as licensor

1.2 – If an individual person is purchasing the license on behalf of an employer, such individual person represents and warrants that such individual person has full legal authority to bind such employer, as the Licensee, to the terms and conditions of this License Agreement.

1.3 – Licensed Seats: the number of individual users who are employees of the Licensee or its permitted sublicensees permitted to access and use the Licensed Asset (as permitted in this Licensee Agreement) is the number of users (or seats) selected and paid for at the time of purchase. If Licensee requires additional users (or seats), additional licenses to the Licensed Asset must be purchased.

2. ASSET MANAGEMENT

Licensee may only upload the Licensed Asset to (i) a server owned, leased, or otherwise controlled by Licensee or (ii) a cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

3. THIS LICENSE AGREEMENT PERMITS BOTH COMMERCIAL USE AND NON-COMMERCIAL USE

3.1 – This License Agreement permits Non-commercial Use (as defined below) and/or Commercial Use (as defined below) of the Licensed Asset by the Licensee to create End Products (as defined below), during the Term on a worldwide basis, except as indicated in the purchase or download process or where prohibited by any law, rule, or regulation (“Territory”).

3.2 – Commercial Use

• That which involves an exchange of money or other consideration

•  That which promotes a business (sole proprietorship, corporation, or partnership), product, or service

• Where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset

• If one or more of the above criteria is met, then the use is deemed Commercial.

3.3 – “Personal” or “Non-Commercial Use” is any use that does not meet the definition of “Commercial Use”.

4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS

4.1 – Licensee is granted the limited and non-exclusive license to use the Licensed Asset solely in connection with the following Permitted Uses during the Term in the Territory in compliance with the terms and conditions herein. A “Permitted Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:

4.2 -End Products

• Electronic Publications for Commercial Use or Non-commercial Use: Licensee may embed the Licensed Asset in Electronic Publications (e.g., e-books, e-magazines, e-cards) owned or controlled by Licensee to allow the Licensed Asset to be properly displayed in the Electronic Publications, provided that the Licensed Asset must be non-extractable by anyone other than the Licensee. Any Permitted Use must: (i) be significantly different than the original Licensed Asset, (ii) require time, effort, and skill to produce and (iii) not derive its primary value from the Licensed Asset itself.

4.3 -Quantity Limitations on End Products for Commercial Use: This License Agreement permits use of the Licensed Asset in only the number of e-books or other e-publication titles selected at checkout, owned or controlled by Licensee that constitute Electronic Publications (whether for Commercial use or Non-Commercial use), however there is no quantity limit for the sale or distribution of those Electronic Publications. A “title” means one (1) standalone e-book or other e-publication; each book in a series and each issue of an e-publication (including but not limited to magazine publications) is a single (separate) title.

5. PROHIBITED USES UNDER THIS LICENSE AGREEMENT

5.1 – For clarity and without expanding the Permitted Uses, the following are expressly prohibited in this License Agreement. (Goldfish Girl Creative offers separate licenses that allow for use in mobile apps, desktop, websites, servers, and digital broadcasting. For more information, please contact our Enterprise Sales team):

• Non-Electronic Publishing Uses. Non-Electronic Publishing use is prohibited for Commercial and Non-Commercial use. This License Agreement is limited to use of the Licensed Asset for display on Electronic Publications owned or controlled by Licensee.

• On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services). Any use that allows anyone other than the Licensee, such as an end user, to customize a digital or physical end product using the Licensed Asset is prohibited, whether for Commercial Use or Non-commercial Use. This prohibition covers, but is not limited to, “print on demand”, “made to order”, or “download on demand” applications.

• Trademark and Copyright

• Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use unless the Licensed Asset is not the predominant element of the End Use. In no event does this License Agreement allow Licensee to — and Licensee shall not seek to — register, protect, or enforce any trademark or similar rights in the Licensed Asset itself or components thereof, which must be disclaimed in any trademark registration. Please contact our Enterprise Sales team for a custom license if these rights are desired.

• Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).

6. STRICTLY PROHIBITED USES.

6.1 – Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained:

•Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template) is strictly prohibited.

•Modifications, amendments, and any other changes to the Licensed Asset are strictly prohibited.

•Use of any technology that allows the Licensed Asset to be extracted (e.g., to allow the end user to install the Font Software on their operating system) is strictly prohibited

•Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

•Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or instructions of the Licensed Asset is strictly prohibited, except to the extent applicable law allows reverse engineering or decompiling the Licensed Asset only to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided in a timely manner free of charge by Goldfish Girl Creative or the Shop Owner upon written request.)

• Use of the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset in a manner that:

• may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person, or to any animal;

• may create a risk of any other loss or damage to any person or property;

• seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

• may constitute or contribute to a crime or tort;

• contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

• contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

•contains any information or content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships;

• contains any information or content that Licensee knows or should know is not correct and current; or

• promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

• Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

• Use of the Licensed Asset in violation of any law, rules, or regulations is strictly prohibited, including export and embargo laws.

• Any other use that is not expressly permitted in Section 4 is strictly prohibited.

7. SUBLICENSING TO THIRD PARTIES IS PROHIBITED WITH LIMITED EXCEPTIONS FOR CLIENTS AND SERVICE PROVIDERS 

7.1- Third party use requires the third party to obtain its own, seperate license unless a custom license is purchased

7.2- This License Agreement does not permit sublicensing except for the limited rights to sublicense described below.

7.3- Limited Sublicensing Is Permitted.

7.4- Licensee may sublicense Licensee’s rights to third parties in only three situations:

• to manufacture, market, develop, or distribute completed End Products that use the Licensed Asset (as expressly permitted herein) when done on behalf of Licensee, provided that the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing, or using the Licensed Asset in any other way and Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance. For example, Licensee may use distributors to manufacture or distribute physical products for resale or product packaging; similarly, Licensee may use third party providers, such as website publishers to display completed digital advertisements;

• to a service provider serving as Licensee’s subcontractor to provide services to Licensee provided that (i) Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance and (ii) Licensee has purchased a sufficient number of seats for the Licensed Asset Licensee (e.g., each individual person requires a license as stated above); and

• to an end user where Licensee grants to that end user a right to access a completed End Product (defined above, such as a completed advertisement, product, or product packaging) (as expressly allowed herein). In this instance, the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing, or using the Licensed Asset in any way other than is necessary in order to exploit the End Product that Licensee provides to the end user. Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.

7.5- Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.

8. Acknowledgement

8.1- The Licensee shall credit Goldfish Girl Creative, LLC when Licensed Asset is distributed, publicly displayed, or used in advertising, either on the copyright page or as a footnote on the page on which the Licensed Asset begins or first appears. Credits need to be legible. 

8.2 – How to provide credit: “[Licensed asset] copyright via Goldfish Girl Creative, LLC”

9. Other important legal information

9.1 – Intellectual Property: All digital content available on goldfishgirlcreative.com, including, without limitation, the Licensed Asset, is protected by United States and international copyright and other laws and treaties. Goldfish Girl Creative, LLC retains ownership of the Licensed Asset, but grants to Licensee the limited, non-exclusive, non-transferrable, and non-sublicensable, copyright to use the Licensed Asset as defined in this License Agreement. Licensee may not claim any ownership in the Licensed Asset itself or any right to revenue from photocopying, digital copying or other secondary uses of the Licensed Asset. Any reference to the “purchase” or “sale” (or similar terms) of the Licensed Asset refers to the purchase of a limited license only and not the purchase of the underlying copyright or work itself. As a licensee, Licensee’s ownership of the media and/or device on which the Licensed Asset is recorded, if any, is distinct from and does not grant any ownership right, title or interest in and to the design of the Licensed Asset itself. This Licensee Agreement does not grant Licensee any rights to copyright or any other intellectual property rights in the Licensed Asset.

9.2 – Governing law

• The law of the state of Maryland governs this agreement(without giving effect to its conflict with law principles).

• Both parties consent to the personal jurisdiction of the state and federal courts of the United States. 

9.3 – Termination

• Goldfish Girl Creative, LLC may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Goldfish Girl Creative, LLC. 

• Effects of termination: All rights granted by this License Agreement shall immediately end on termination of this agreement. At which point the Licensee shall promptly cease using the License Asset, delete or destroy any copies, and, if requested, confirm to Goldfish Girl Creative, LLC in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Goldfish Girl Creative, LLC’s request, Licensee agrees to remove any content from such platform or website.

9.4 – Content Withdrawal

• Goldfish Girl Creative, LLC may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Goldfish Girl Creative, LLC, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Goldfish Girl Creative, LLC may require Licensee to immediately (and at Licensee’s own expense): cease using the Licensed Asset, delete or destroy any copies; and ensure that Licensee’s clients, distributors and/or licensees do likewise.

9.5 – Audit

• Upon reasonable notice, Licensee agrees to provide to Goldfish Girl Creative, LLC sample copies of projects or End Products that contain Licensed Asset, including by providing Goldfish Girl Creative, LLC with free of charge access to any restricted access website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Goldfish Girl Creative, LLC may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this License Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement. 

9.6 – Disclaimer of Warranties

• Licensee’s use of the licensed asset is at licensee’s own risk. The licensed asset is provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Goldfish Girl Creative, LLC disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

9.7 – Limitation on Liability

• In no event will Goldfish Girl Creative, LLC, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with this license agreement, including, without limitation, your use, or inability to use, the licensed asset, including any indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), intellectual property infringement, breach of contract or otherwise, even if foreseeable. In no event will the liability of Goldfish Girl Creative, LLC, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or any kind, under any legal theory, arising out of or in connection with this license agreement, including, without limitation, your use, or inability to use, the licensed asset, exceed the fees that licensee paid for the licensed asset.           The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

9.8 – Indemnification

• Licensee agrees to defend, indemnify and hold harmless Goldfish Girl Creative, LLC, its affiliates, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf) violation of this License Agreement, use of the Licensed Asset in violation of law, rules or regulations, or use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.

9.9 – Limitation on Time to File Claims

• To the maximum extent permitted by law, any cause of action or claim you may have arising out of or relating to the licensed asset or this license agreement must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

9.10 – Waiver and Severability

• No waiver of by Goldfish Girl Creative, LLC of any term or condition set forth in this License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Goldfish Girl Creative, LLC to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.

• If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.

9.11 – Entire Agreement

• This License Agreement, together with the Goldfish Girl Creative, LLC Terms and Conditions (“Terms and Conditions”) constitutes the sole and entire agreement between Licensee on the one hand and Goldfish Girl Creative, LLC on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This License Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.

9.12 – License agreement modifications

• Goldfish Girl Creative, LLC may modify this License Agreement by posting an updated version on the Goldfish Girl Creative website. The then current version of the License Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated). 

9.13 – Severability 

• If any one or more of the provisions contained in this License Agreement is, for any reason, held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this License Agreement, but will be construed as if those invalid, illegal, or unenforceable provisions had never been contained within it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transaction associated with this License Agreement to be unreasonable.

9.14 – Interpretation

• Unless the context requires otherwise, in any part of this License Agreement: “including” (and any of its derivative forms, e.g. “includes”), “e.g.” and “for example” means “including but not limited to”; and use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party. 

9.15 – Effectiveness 

• This License Agreement is deemed effective upon completion of the purchase process of the Licensed Asset and the Licensee consents to all of the terms of this License Agreement upon checking “agree” during aforementioned purchasing process.