A. This Agreement (the "Agreement") constitutes a binding legal agreement between you (the "Licensee") and FAMILY TYPE PTY LTD (ABN 16 646 413 890) (the "Licensor") and establishes the terms and conditions by which the Licensee is permitted to install and access the Font Software (as defined below).

B. By downloading, installing and/or using the Font Software the Licensee confirms that it has read, understood and agrees to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, then do not download, install and/or use the Font Software.

C. If you are entering into this Agreement as an individual, you must be eighteen (18) years of age or older and able to form binding contracts under the laws applicable to you. If you are entering into it on behalf of an organisation, you must be eighteen (18) years of age or older and authorised to bind that organisation, and "Licensee" means that organisation. By accepting this Agreement in any manner set out in Clause 2.2, you represent and warrant that the applicable requirements above are met.

1.1. The following definitions and rules of interpretation in this Clause apply in this Agreement:

Adjustment Date: has the meaning given in Clause 4.7;

Adjustment Fee: has the meaning given in Clause 4.7(b);

Affiliate: includes, in relation to either Party, each and any subsidiary or holding company of that Party, each and any subsidiary of a holding company of that Party and each entity that is under common control with that Party;

App: means an application, software interface or digital product that can be installed or run on any operating system, whether mobile, desktop or embedded;

Applicable Law: means any law, statute, enactment, ordinance, order, regulation, guidance or other similar instrument in any jurisdiction, as may be adapted, modified or amended from time to time (and "Applicable Laws") shall be construed accordingly;

Add-On Licence: means a licence granted in addition to a Brand Licence permitting additional uses of the Font Software including, without limitation, App Licences, Broadcast Licences, OEM Licences and Hardware Licences;

Authorised App: means an App that displays the Font Software and is published by or on behalf of the Organisation or, where the Order Documents identify particular Apps, those Apps;

Authorised Hardware Device: means a physical device, product or system specified in the Order Documents;

Broadcast: means display in cinemas, in motion pictures, on television, or in streaming video distributed by a broadcaster or through a subscription or advertising-supported streaming service. Broadcast does not include video content published on the Licensee's own website or social media accounts;

Brand Licence: means a licence granted by the Licensor permitting the Licensee to use the Font Software across the Licensee's branded communications in accordance with Clause 3.2 and as specified in the Order Documents;

Brand Licence Term: means the duration of the Brand Licence specified in the Order Documents, which may be either perpetual or annual;

Business Day: means a day other than a Saturday, Sunday or public holiday when banks in the State of New South Wales are open for business;

Computer: means any machine or device (and in the case of machines or devices which allow simultaneous use by multiple individuals, each individual user account on any such device) capable of using the Font Software;

Confidential Information: means all and any information, whether written, oral, in electronic format or otherwise, in relation to a Party and concerning the existence of this Agreement or the discussions between the Parties, including (without limitation):

(a) the Font Software;
(b) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such Party, its Affiliates, subsidiaries and affiliated companies;
(c) plans for products or services, and customer or supplier lists;
(d) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
(e) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
(f) any other information that should reasonably be regarded as confidential information or commercially sensitive, which is made available by the Disclosing Party to the Receiving Party in connection with this Agreement, whether before or after the Effective Date;

Customised Variant: means a modification of a Typeface created by the Licensor for the Licensee, as specified in the Order Documents;

Disclosing Party: has the meaning given in Clause 14.1;

Dispute: has the meaning given in Clause 21.1;

Dispute Notice: has the meaning given in Clause 21.1;

Effective Date: means the earlier of (i) the date on which the Licensee first downloads, installs and/or uses the Font Software, or (ii) the date specified in the Order Documents;

Export Control Laws: has the meaning given in Clause 9.1;

Fees: means the fees for the licence of the Font Software as set out in the Order Documents or on the Licensor's website (as may be amended from time to time);

Font Software: means the Licensor's software product(s) and related data licensed pursuant to this Agreement, as set out in the Order Documents, which, when used on a Computer, generate(s) the Typefaces. Software includes, but is not limited to, all bitmap representations of the Typeface designs;

Intellectual Property Rights: means the patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer products, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

Licence Term: means the duration of the licence for the Font Software from the Effective Date until the date (if any) specified in the Order Documents;

Licensed Band: means the organisation size, revenue and any other pricing criteria specified in the Order Documents. Revenue criteria are expressed in United States dollars unless the Order Documents state otherwise, and where the Licensee's revenue is in another currency it is converted into United States dollars at the exchange rate published by the Reserve Bank of Australia for the last day of the financial year to which the revenue relates;

Licensed Entities: means the Licensee and only those Affiliates expressly identified as licensed entities in the Order Documents;

Licensed Scope: means the particular division, business unit, brand, product or service expressly identified in the Order Documents. A Licensed Scope excludes every other division, business unit, brand, product, service and Affiliate of the Licensee, whether existing on the Effective Date or established or acquired subsequently;

Maintenance Release: means a software release that corrects faults, fixes bugs, adds functionality or otherwise amends or upgrades the Font Software, but which does not constitute a New Version;

New Version: means any new version of the Font Software which from time to time is publicly marketed by the Licensor and made available in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;

FAMILY TYPE Property: means, collectively, the Font Software, the Typefaces and all of the Licensor's fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of the Licensor's intellectual property made available to you pursuant to this Agreement;

Hardware: means a physical device, product, display system or embedded system incorporating the Font Software;

OEM: means the embedding or distribution of the Font Software in software, hardware, platforms or products distributed to third parties;

Order Documents: means the document(s) created by the Licensor when the Licensee enters into this Agreement, or adds additional products and services offered by the Licensor under the same terms, which feature the Licensee's contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Documents may include invoices, receipts, statements and other documents, as applicable;

Organisation: means the Licensee and any Affiliate, but only to the extent that it carries on business under the same corporate or trading brand as the Licensee. Operations under any other brand are excluded, whether existing at the Effective Date or acquired later;

Parties: means the Licensor and the Licensee (and each is a "Party");

Personnel: means all employees, officers, contractors, consultants, agency staff and other individuals employed or engaged by or on behalf of a Party;

Privacy Law: means:

(a) the Privacy Act 1988 (Cth);
(b) any legislation (to the extent that such legislation applies to either party) from time to time in force in any Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia) affecting privacy or the collection, handling, storage, processing, use or disclosure of data; and
(c) any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued pursuant to that legislation, as amended from time to time;

Receiving Party: has the meaning given in Clause 14.1;

Reply: has the meaning given in Clause 21.1;

Representation: has the meaning given in Clause 22.2;

Term: has the meaning given in Clause 2;

Third Party: has the meaning given in Clause 14.3;

Typefaces: means the typefaces or other designs developed and owned by the Licensor, that are rendered by the Font Software;

1.2. Holding company, subsidiary and Control have the meanings given in the Corporations Act 2001 (Cth).

1.3. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.4. Unless the context otherwise requires:

(a) words in the singular shall include the plural and in the plural shall include the singular;
(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and
(c) any words following the terms including or include or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.6. References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.

3.1. Licence Grant. Subject to and conditional upon the Licensee's compliance with the terms and conditions of this Agreement and payment of the applicable Fees, the Licensor grants to the Licensee a non-exclusive, worldwide, non-transferable, non-sublicensable licence to use the Font Software in accordance with the licence type specified in the Order Documents.

Licences granted under this Agreement may consist of:

(a) a Brand Licence; and/or
(b) one or more Add-On Licences.

The scope of the licence granted to the Licensee shall be determined by the Order Documents.

3.2. Brand Licence. Where the Order Documents specify a Brand Licence, the Licensee may use the Font Software for the Licensee's branded communications, on the following terms:

(a) permitted uses include the creation and production of:

(i) brand identity materials;
(ii) logos and logotypes;
(iii) printed materials including packaging, advertising and publications;
(iv) websites and digital marketing materials;
(v) social media content;
(vi) digital advertising;
(vii) internal communications and documents; and
(viii) video and motion graphics content not distributed as Broadcast;

(b) a Brand Licence applies to the Licensee's Organisation unless the Order Documents specify a Licensed Scope. Where a Licensed Scope is specified:

(i) the Brand Licence applies only to the Licensed Scope and may be exercised only by the Licensed Entities;
(ii) Personnel and contractors of a Licensed Entity may use the Font Software solely when creating work for the Licensed Scope;
(iii) centralised or shared design, marketing, information technology or other support personnel may use the Font Software solely to the extent reasonably necessary to provide services to the Licensed Scope; and
(iv) the Font Software must not be used for any other division, business unit, brand, product, service or Affiliate. Where materials represent both the Licensed Scope and other parts of the Licensee's business, the Font Software may be used only for the elements relating to the Licensed Scope, and must not be used as the typeface of those materials generally;

(c) any such contractor, consultant, agency or other third party may use the Font Software only for work undertaken for the Organisation or the Licensed Scope, as applicable, and not for that third party's own business, internal purposes, other clients or any unrelated project; and
(d) Brand Licences are priced based on the Licensee's organisation size, reach or other criteria specified in the Order Documents.

3.3. Brand Licence Term. A Brand Licence may be granted on either a perpetual or annual basis, as specified in the Order Documents:

(a) where the Brand Licence Term is perpetual, the Licensee may continue to use the Font Software indefinitely, subject to the terms of this Agreement;
(b) where the Brand Licence Term is annual, the Licensee may use the Font Software only during the licence period specified in the Order Documents, and continued use requires renewal of the licence; and
(c) upon expiry of an annual Brand Licence that is not renewed, the Licensee must cease all use of the Font Software.

3.4. Brand Licence Restrictions. Unless the relevant Add-On Licence has been obtained, a Brand Licence does not permit the Licensee to:

(a) embed the Font Software in software applications distributed to third parties;
(b) embed the Font Software in hardware devices;
(c) distribute the Font Software as part of a software platform or product;
(d) use the Font Software in broadcast media distributed via television, cinema or streaming services.

3.5. Brand Licence Add-Ons. The following additional licences may be granted where specified in the Order Documents:

(a) App Licence: permits the embedding of the Font Software in an Authorised App, including in mobile applications, desktop applications, software interfaces or digital products, provided that:

(i) the Font Software is secured in a manner that prevents extraction or reuse by end users; and
(ii) the App Licence does not permit the creation of applications that enable users to create custom typesetting or export documents containing the Font Software;

(b) Broadcast Licence: permits the use of the Font Software in motion graphics or audiovisual content distributed via television, cinema, streaming platforms or broadcast advertising;

(c) OEM Licence: permits the embedding or distribution of the Font Software in software platforms, operating systems, hardware products or other products distributed to third parties, the scope of which shall be defined in the Order Documents; and

(d) Hardware Licence: permits the embedding of the Font Software in an Authorised Hardware Device, including without limitation digital signage systems, dashboards, kiosks, control panels, display systems or other embedded hardware devices, provided that:

(i) the Font Software may only be embedded in the firmware or operating system of the Authorised Hardware Device for the purposes of displaying static or dynamic text elements as part of the device's user interface, system messages or branding;
(ii) the Font Software may not be installed, accessed, extracted or modified by end users of the Authorised Hardware Device;
(iii) the Licensee shall implement reasonable security measures to prevent unauthorised access, extraction or distribution of the Font Software from the Authorised Hardware Device;
(iv) the Licensee shall ensure that the Font Software is only used on the specific hardware models identified in the Order Documents; and
(v) any use of the Font Software in third-party applications, services or external devices beyond the scope of the Authorised Hardware Device requires a separate licence from the Licensor.

3.6. Prohibited Uses. Unless expressly permitted by this Agreement or specified in the Order Documents, the Licensee shall not:

(a) distribute the Font Software to third parties;
(b) embed the Font Software in software or hardware products;
(c) allow extraction of the Font Software;
(d) create derivative font software based on the Font Software; or
(e) sell products where the typographic designs themselves are the primary value of the product.

Additional licences may be required for such uses.

3.7. Trial Licence. The Licensee may install and use trial version(s) of the Font Software (supplied in .OTF format) to display the Typefaces, in whole or in part, for non-commercial trial purposes of the Licensee, provided that:

(a) the installation and use of the Font Software is limited to one (1) individual and one (1) Computer and only for a period of 30 days from the Effective Date; and
(b) the trial licence does not permit any use of the Font Software for commercial purposes including, without limitation, logotypes or logo design, displaying, publishing or distributing any documents, products, bitmap or vector images containing Typeface designs, embedding the Font Software in documents, embedding the Font Software in an App, installing the Font Software on a server or the rendering of live text on a website, Broadcast, or using the typeface on a Social Media account.

3.8. Custom Naming. Where the Order Documents specify custom naming, the Licensor will supply the Font Software bearing the font family name, full font name and PostScript name specified by the Licensee in the Order Documents, on the following terms:

(a) the Licensee selects the custom name. The Licensor applies that name at the Licensee's direction and gives no assurance that the name is unique, available for use, or free from third-party claims, and may decline to apply a name at its discretion;
(b) custom naming does not alter the Typefaces or any Intellectual Property Rights in them, and does not grant the Licensee any rights in the Typefaces beyond those granted under this Agreement;
(c) custom naming alone does not make the licence exclusive, and the Licensor remains free to license the same Typefaces, under any name, to any other person. Exclusivity arises only where Clause 3.9 applies; and
(d) Font Software supplied under custom naming is Font Software for all purposes of this Agreement, and Clause 4.5(a) continues to prohibit the Licensee from renaming it.

3.9. Customisation. Where the Order Documents specify a Customised Variant, the Licensor will create and supply that Customised Variant, on the following terms:

(a) a Customised Variant is Font Software for all purposes of this Agreement;
(b) where the Order Documents expressly specify that a Customised Variant is exclusive, the Licensor will not licence that Customised Variant to any other person during the period stated in the Order Documents;
(c) any such exclusivity extends only to the Customised Variant, and only to the extent of the customisation, and does not extend to the underlying Typeface or to any other typeface, font software or design of the Licensor. The Licensor retains all Intellectual Property Rights in the Customised Variant and remains free to continue licensing, modifying, distributing and otherwise exploiting the underlying Typeface, and to create and license further variants of it, whether or not similar to the Customised Variant; and
(d) where the Order Documents do not expressly specify that a Customised Variant is exclusive, the licence of that Customised Variant is non-exclusive.

4.1. Where the Order Documents specify a Licensed Band, the Licensee's Organisation must not exceed the Licensed Band, except in accordance with Clause 4.7. Where the Order Documents specify a Licensed Scope, the Licensed Band is determined in accordance with Clause 4.10. Where the Order Documents specify that a licence is unlimited, that licence is not subject to any limit on the number of individual users, devices, domains, applications, social media accounts or territories, and Clauses 4.1, 4.6 and 4.7 do not apply to it.

4.2. Where the Order Documents specify a Licensed Band, the Licensee must during the Licence Term provide the information reasonably necessary to verify the Licensee's Licensed Band within three (3) Business Days of the Licensor's written request.

4.3. The Licensee is permitted to make one (1) backup copy of the Font Software for archival or recovery purposes provided that the Licensee retains exclusive custody and control of the copy.

4.4. The Licensee shall:

(a) comply with all of the Licensor's reasonable instructions in respect of the Licensee's access to and use of the Font Software;
(b) notify the Licensor as soon as it becomes aware of any unauthorised use of the Font Software;
(c) promptly install and use any Maintenance Release(s) provided by the Licensor to the Licensee;
(d) keep the login, password and other account details provided by the Licensor for access to the Font Software (if any) strictly confidential and not share such information with third parties. The Licensee shall be solely responsible, and liable, for keeping such login, password and other account details confidential, and shall not share them with any third party for any reason without the Licensor's prior written consent;
(e) ensure that all Licensee's Personnel who may access and use the Font Software on the Licensee's behalf enter into an agreement with the Licensee, the terms of which are equivalent to, and in any event no less onerous than, the terms of this Agreement prior to their access to and use of, the Font Software. In no event shall the Licensee provide the Licensee's Personnel with any greater or wider rights to use the Font Software than that to which they are entitled under this Agreement; and
(f) inform the Licensor promptly of any changes in Control of the Licensee.

4.5. The Licensee shall not, and shall procure that Licensee's Personnel do not:

(a) in whole or in part, copy, adapt, reverse engineer, decompile, disassemble, modify, make additions to, convert, reformat, rename or make error corrections to the Font Software or other FAMILY TYPE Property for any purpose (including, without limitation, any activity which has as its objective the disclosure of the source code of the Font Software or other FAMILY TYPE Property, or the determination of the performance characteristics or other behavioural characteristic of the Font Software), or permit or facilitate any third party to do any of the above, except as expressly permitted by this Agreement or by Applicable Law;
(b) use any proprietary information protected under this Agreement, or Confidential Information provided by the Licensor under this Agreement to create any software, products or services which compete with, or are substantially similar to that of, the Font Software, nor use such proprietary information or Confidential Information in any manner which would be restricted by any copyright or other Intellectual Property Rights subsisting in it;
(c) sell, offer for sale, resell, license, sub-licence, rent, loan, distribute or otherwise provide any third party or person with access to the Font Software other than as expressly permitted by this Agreement;
(d) alter, remove or obscure the Licensor's proprietary notices, including copyright, trademark, or other legal notices in the Font Software or any other FAMILY TYPE Property;
(e) create any customisation, variant, adaptation or derivative work of the Font Software or other FAMILY TYPE Property, or any font software, typeface design, or typography that incorporates or imitates the data, design, or design statistics of, or that is substantially similar to, the Font Software or other FAMILY TYPE Property; or
(f) continue to use any Font Software or any other FAMILY TYPE Property after termination of the Agreement.

4.6. Where the Order Documents specify a Licensed Band, the Licensee warrants that the Licensed Band is accurate as at the Effective Date.

4.7. If at any time during the Term the Licensee's Organisation exceeds the Licensed Band, including as a result of a change of Control, merger, acquisition or organic growth (the Adjustment Date):

(a) the Licensee must notify the Licensor in writing within thirty (30) days after the Adjustment Date;
(b) the Licensee must pay the difference between the Fees already paid and the Fees applicable to the higher Licensed Band (the Adjustment Fee). The Adjustment Fee shall be calculated using the rates specified in or incorporated into the Order Documents or, if none are specified, the Licensor's published standard rates applicable to the relevant licence type and Licensed Band on the Adjustment Date;
(c) the Licensor may invoice the Adjustment Fee after receiving the Licensee's notice or otherwise becoming aware that the Licensed Band has been exceeded. The Adjustment Fee is due within thirty (30) days after the date of the invoice. Failure by the Licensee to give the notice required by Clause 4.7(a) does not affect its obligation to pay the Adjustment Fee;
(d) if the Adjustment Date cannot reasonably be established from the Licensee's records, it shall be deemed to be the last day of the earliest financial or other reporting period for which the available records establish that the Licensed Band had been exceeded; and
(e) on payment of the Adjustment Fee, the Licensed Band is amended to the higher band and, subject to Clause 4.9, the Licensee's rights under this Agreement continue unaffected.

4.8. Within thirty (30) days after each anniversary of the Effective Date, the Licensee must:

(a) confirm to the Licensor in writing whether the Licensed Band remains accurate; and
(b) provide any information reasonably required under Clause 4.2 to verify that confirmation.

The Licensee warrants that each confirmation and all supporting information it provides are complete, accurate and not misleading in any material respect. Failure to provide the confirmation and supporting information constitutes a material breach of this Agreement if the failure continues for fifteen (15) days after the Licensor gives written notice requiring it to be remedied.

4.9. This Clause 4.9 does not apply where the Order Documents specify a Licensed Scope; in that case an acquisition does not extend the licence unless approved by the Licensor in accordance with Clause 4.11. Otherwise, where an entity becomes an Affiliate within the Licensee's Organisation after the Effective Date:

(a) if the addition of that entity does not cause the Organisation to exceed the Licensed Band, the licence extends to that entity from the date on which it becomes an Affiliate;
(b) if the addition causes the Organisation to exceed the Licensed Band, the licence extends provisionally to that entity for thirty (30) days from the date on which it becomes an Affiliate;
(c) if the Licensee gives the notice required by Clause 4.7(a) within that thirty (30) day period, the provisional extension continues until the due date of the Licensor's invoice for the Adjustment Fee;
(d) if the Licensee pays the Adjustment Fee by its due date, the licence continues to extend to the acquired entity; and
(e) if the Licensee fails to give the required notice or pay the Adjustment Fee by its due date, the provisional extension ends when the applicable period under Clause 4.9(b) or 4.9(c) expires, and the acquired entity must immediately cease using the Font Software.

Any use by the acquired entity during an applicable provisional extension under this Clause is authorised and does not constitute a retrospective breach of this Agreement.

4.10. Where the Order Documents specify a Licensed Scope, the applicable Licensed Band is determined:

(a) by reference to the organisation size, revenue and other pricing criteria attributable to the Licensed Scope, if the Order Documents expressly state that this basis applies and those criteria are separately identifiable and verifiable; or
(b) otherwise, by reference to the Organisation.

The Licensee must maintain records reasonably sufficient to verify any criteria attributed exclusively to a Licensed Scope.

4.11. Where the Order Documents specify a Licensed Scope, the licence does not extend to any additional or replacement division, business unit, brand, product or service. The Licensee must obtain the Licensor's prior written approval and pay any applicable additional Fees before commencing such use. A change of ownership, internal transfer, reorganisation, merger, acquisition, divestment or material expansion of the Licensed Scope does not extend or transfer the licence unless recorded in updated Order Documents.

4.12. If all or any part of a Licensed Scope, any Licensed Entity, or any part of the Licensee's Organisation is sold, transferred or otherwise ceases to form part of the Organisation (a Divestment):

(a) the licence and all rights under it do not transfer to the purchaser, recipient or divested entity, and the Font Software itself must not be transferred except as Clause 4.12(c) permits;
(b) unless the Licensor has approved an assignment or novation under Clause 11.1 or expressly agreed otherwise in updated Order Documents, the Licensee's rights in relation to the divested part cease on completion of the Divestment;
(c) the Licensee must ensure that no copy of the Font Software, other than font data embedded in documents or artwork in the ordinary course of the Licensee's use, is included in the assets, systems, files or materials transferred as part of the Divestment, and must remove the Font Software from any transferred Computers, servers or other systems before completion;
(d) the Licensee must notify the Licensor of the Divestment as soon as reasonably practicable and, in any event, within twenty (20) Business Days after completion or, where a binding confidentiality obligation prevents notice within that period, within five (5) Business Days after that obligation ceases;
(e) the purchaser, recipient or divested entity must obtain a separate licence from the Licensor before installing, accessing, receiving or using the Font Software; and
(f) no Fees are refundable solely because rights cease under this Clause. Where the Licensee has paid Fees for a perpetual licence of a Licensed Scope that is divested in its entirety, the Licensor will, on the Licensee's written request made within twelve (12) months after completion, either apply those Fees as a credit against a licence for a replacement Licensed Scope of equivalent or smaller size, or consider an assignment to the purchaser under Clause 11.1, which the Licensor will not unreasonably refuse where the purchaser accepts the obligations of this Agreement.

Any transitional use following completion of a Divestment must be expressly approved by the Licensor and recorded in updated Order Documents.

12.1. Except as expressly stated in Clause 12.4, the Licensor shall not in any circumstances be liable to the Licensee for any losses which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(a) loss of profits;
(b) loss of anticipated savings;
(c) loss of business opportunity;
(d) loss of goodwill;
(e) loss or corruption of data;
(f) loss of use,
in each case whether direct or indirect; or

(g) special, indirect, incidental or consequential loss or damages, even if the Licensor was aware of the circumstances in which such special damages could arise.

12.2. Subject to Clauses 12.4 and 12.5, the total liability of the Licensor, whether in contract, warranty, tort (including negligence), product liability, any other form of liability or otherwise, and whether under or in connection with this Agreement or any collateral agreement, arising out of this Agreement (including the use of or inability to use the Font Software), shall in no circumstances exceed the total Fees paid or payable for the Font Software and the licence giving rise to the claim.

12.3. Subject to Clause 12.1, the Licensee agrees that, in entering into this Agreement, either the Licensee did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if Licensee did rely on any representations, whether written or oral, not expressly set out in this Agreement) that Licensee shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

12.4. The exclusions in Clauses 12.1, 12.2 and 12.3 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for:

(a) death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) any other liability which may not be excluded by law.

12.5. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy conferred by the Australian Consumer Law (being Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded, restricted or modified. To the extent permitted by section 64A of the Australian Consumer Law, the Licensor's liability for a failure to comply with any such guarantee in respect of the Font Software is limited, at the Licensor's option, to resupplying the Font Software or paying the cost of having the Font Software resupplied. This Clause 12.5 applies despite any other provision of this Agreement.

13.1. Except as expressly stated in this Agreement, the Licensor makes no representations or warranties regarding the Font Software, any FAMILY TYPE Property or any other matter pertaining to this Agreement and all other conditions (whether they are oral, written, express or implied or arise in contract, tort, statute or otherwise) regarding the Font Software, any FAMILY TYPE Property or any other matter pertaining to the Agreement or any collateral contract (including, without limitation, any implied warranties of satisfactory quality, fitness for a particular purpose, use of reasonable skill and care, or non-infringement, or warranties otherwise implied by statute or from a course of dealing or usage of trade) are excluded to the maximum extent permitted by Applicable Law.

13.2. The Licensor does not warrant or guarantee that the Font Software or the FAMILY TYPE Property will meet all of the Licensee's requirements or the Licensee will always be able to access and use the Font Software or the FAMILY TYPE Property without disruptions, delays or communication-related defects.

13.3. The Font Software, the FAMILY TYPE Property and all information disclosed to the Licensee by the Licensor under this Agreement are provided in good faith but on an "as-is" basis and except as expressly set out in this Agreement, the Licensor does not give, and accepts no responsibility for, any warranty, whether express or implied, regarding the truth, accuracy, reasonableness, fitness for purpose or completeness of the Font Software, the FAMILY TYPE Property or such information.

13.4. Each Party represents and warrants that it has the power, capacity and authority to enter into and perform this Agreement and holds all rights, licences, permissions and consents necessary to grant the rights and perform its obligations under this Agreement.

13.5. The Licensor represents and warrants that:

(a) it uses, and will continue to use, commercially reasonable efforts to ensure that there is no slavery, human trafficking, or child or forced labour in its business or, so far as it is aware after reasonable enquiry, in its supply chain;
(b) neither it nor any of its directors, officers or employees has been convicted of any offence involving slavery, human trafficking, or child or forced labour; and
(c) so far as it is aware, it is not the subject of any investigation, inquiry or enforcement proceedings in relation to an alleged offence of that kind.

14.1. In consideration of the Parties making Confidential Information available to each other, each Party undertakes to the other Party to treat and keep all Confidential Information, which is supplied by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") as secret and confidential.

14.2. All obligations accruing under this Clause 14 shall survive expiry or termination (for whatever reason) of this Agreement for two (2) years after the date of expiry or termination of this Agreement, except that the obligations in respect of the Font Software, the FAMILY TYPE Property and any trade secrets continue without limit of time.

14.3. The Receiving Party shall:

(a) not use the Confidential Information for any purpose other than those specified or anticipated under this Agreement;
(b) not directly or indirectly disclose Confidential Information in whole or in part to any person not being a Party or the Personnel of a Party ("Third Party") (or allow Confidential Information to be so disclosed);
(c) only disclose Confidential Information to such of its Personnel on a need-to-know basis for the purposes of exercising the Receiving Party's rights or performing its obligations under this Agreement;
(d) notify these obligations to any of its Personnel who receive any Confidential Information and procure that any such Personnel comply with the terms of this Agreement as if they were a party to it, and remain responsible for the actions of its Personnel in relation to any Confidential Information;
(e) ensure proper and secure storage of all Confidential Information and any copies thereof to a reasonable standard and to at least the same standard as the Receiving Party keeps its own Confidential Information;
(f) not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure or use as permitted in accordance with this Agreement, or reasonable backups (any such copies being subject to the provisions of this Agreement to the same extent as the original), unless with the express prior written consent of the Disclosing Party;
(g) keep a written record (to be supplied to the Disclosing Party upon request) of the Confidential Information received and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof; and
(h) within seven (7) days of a written request of the Disclosing Party:

(i) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;
(ii) erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and
(iii) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause 14.3(h), provided that a Receiving Party may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Receiving Party to keep evidence that it has performed its obligations

under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party. Clause 14.3(h) does not require the Licensee to destroy, return or erase any Font Software that it is then licensed to use under this Agreement, and nothing in this Clause 14 limits the rights granted to the Licensee under Clause 3.

14.4. The Receiving Party may:

(a) disclose the Confidential Information to professional advisers such as lawyers, accountants and insurers (subject to receiving from such professional advisers undertakings as to confidentiality in terms equivalent to those set out herein in relation to such Confidential Information) with a view to obtaining advice relating to or in connection with the Agreement; and
(b) disclose such Confidential Information as it may be required to disclose by law or regulation or upon order or demand of any governmental regulatory or judicial or arbitral body, provided that the Receiving Party shall (to the extent permitted by Applicable Law) notify the Disclosing Party of the information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure.

14.5. The restrictions in Clauses 14.1, 14.2 and 14.3 shall not apply to information which is:

(a) in or enters the public domain otherwise than as a direct or indirect result of the Confidential Information being disclosed in breach of this Agreement; or
(b) lawfully known to the Receiving Party free of restriction (as can be demonstrated by the Receiving Party by its written records or other reasonable evidence) before the supply of the information from the other Party (the "Disclosure"); or
(c) discovered by the Receiving Party independently of the Disclosing Party and the Disclosure; or
(d) disclosed by a Third Party who was lawfully entitled to do so; or
(e) required to be disclosed by law or governmental regulation or upon order or demand of any regulatory or judicial or arbitral body; or
(f) disclosed by the Licensor in accordance with Clause 7.2.

14.6. The Disclosing Party warrants and represents to the Receiving Party that, so far as it is aware, it has the right to distribute the Confidential Information to the Receiving Party in the format it provides it.

14.7. Except in the case of fraudulent misrepresentation and subject to Clause 14.6 above, all Confidential Information is provided on an "as is" basis and the Disclosing Party accepts no responsibility for, nor makes any representation or warranty, express or implied, with respect to, the accuracy, reliability or completeness of any Confidential Information made available to the Receiving Party.

17.1. Without affecting any other right or remedy available to it, the Licensor may terminate this Agreement with immediate effect by giving written notice to the Licensee if:

(a) the Licensee fails to make a payment of any sums due under this Agreement in full, and that sum remains unpaid fourteen (14) days after the Licensor has given the Licensee written notice of the non-payment;
(b) the Licensee commits a material breach of Clause 14 which is irremediable or, if the breach is remediable, fails to remedy that breach within fifteen (15) days after receiving written notice from the Licensor specifying the breach and requiring it to be remedied;
(c) except as expressly permitted by this Agreement or Applicable Law, the Licensee decompiles, disassembles, or reverse engineers any of the Font Software, or carries out any act otherwise restricted by copyright or the Intellectual Property Rights in the Font Software without prior written authorisation by the Licensor;
(d) the Licensee commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;
(e) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
(f) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee;
(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee;
(h) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Licensee;
(i) a secured party takes possession of, or a controller (as defined in section 9 of the Corporations Act 2001 (Cth)) is appointed over, the whole or any part of the Licensee's assets;
(j) a person becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee;
(k) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Licensee's assets and such attachment or process is not discharged within fourteen (14) days;
(l) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 17.1(e) to Clause 17.1(k) (inclusive); or
(m) the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

17.2. Without affecting any other right or remedy available to it, the Licensee may terminate this Agreement by giving written notice to the Licensor if the Licensor commits a material breach of this Agreement which is irremediable or, if the breach is remediable, fails to remedy that breach within fifteen (15) days after receiving written notice from the Licensee specifying the breach and requiring it to be remedied.

17.3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

17.4. On termination of this Agreement for any reason:

(a) all rights granted to the Licensee shall cease;
(b) the Licensee shall cease all activities authorised by the licence granted under Clause 3.1 of this Agreement;
(c) the Licensee shall immediately destroy or return to the Licensor (at the Licensor's option) all Confidential Information then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so; and
(d) the Licensee shall immediately pay to the Licensor any sums due to the Licensor under this Agreement.

17.5. In the event that the Licensor terminates this Agreement pursuant to Clause 17.1 above, the Licensee shall not be entitled to be refunded any portion of the Fees.

17.6. If the Licensee terminates this Agreement under Clause 17.2, the Licensor must refund any Fees paid in advance that relate exclusively to the period after termination, and any Fees paid for Font Software or services that the Licensor has not supplied as at the date of termination. This Clause does not limit any other right or remedy available to the Licensee.

17.7. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.

21.1. In the event of a dispute which arises in whole or in part from this Agreement (including any question as to its existence, validity or termination) or any transaction conducted as a result of or arising out of this Agreement (the "Dispute"), full details of the Dispute (including the remedy sought) ("Dispute Notice") must be set out in writing and served upon the other party with any documents relied upon. Any party receiving a Dispute Notice must within fourteen (14) days of service of it, serve a written reply (the "Reply") on the serving Party. A senior representative of each of the Parties with authority to settle the Dispute must within fourteen (14) days of service of the Reply meet in good faith to attempt to resolve the Dispute.

21.2. If the Parties are unable to resolve the Dispute in the manner set out in Clause 21.1, either Party may request by service of a notice in writing that the matter be referred to mediation. The mediator, if not appointed by agreement between the Parties within fourteen (14) days of the written notice suggesting mediation, shall be nominated by the Australian Disputes Centre. All negotiations and/or mediation connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the Parties in future legal proceedings. Any settlement reached by the Parties shall be put in writing and become binding on the parties once signed by a duly authorised representative of each Party.

21.3. Without prejudice to any other rights or remedies of the Parties under this Agreement, each of the Parties acknowledges and agrees that damages would not be an adequate remedy for any breach by the defaulting Party of the other Party's rights under Clauses 8 or 14 of this Agreement and a Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provisions by the defaulting Party, and no proof of special damages shall be necessary for the enforcement of the rights under this Agreement.

21.4. Nothing in this Clause 21 prevents a Party from seeking urgent interlocutory relief in an appropriate court or tribunal.

End User Licence Agreement