Terms of Sales

1. These Terms of Sales (TOS) are issued by Production Systems SAS, a simplified stock company with a share capital of €200.000, registered on the Paris trade and companies register under number 799731575, with its corporate headquarters at 73 boulevard de Sébastopol 75002 Paris - France (hereinafter “Production Type”)

2. In these Terms of Sales, it is understood that you (the “User”), are the actual end-user. If the User is intending to procure a license (End-User License Agreement, “EULA”) on behalf of another party (for example, if an independent contractor wants to procure a license for work the User is doing for a company), the TOS and EULA must be in the name of the company, and your use would be governed by a “Third-Party Addendum”. It is expressly understood that references herein to “User” encompass the “User Group” as defined in the EULA Addenda.

3. Production Type exclusively sells to professionals and businesses. The User certifies that they have read and accepted these TOS. Quotes are provided and received before the provision of the services. The amounts mentioned hereafter are to be understood as net amounts without discount for any settlement prior to the due date. The User must use a professional email address to make a purchase or subscribe to a License from Production Type.

4. Imposing purchase conditions to the detriment of these Terms of Sales may constitute punishable discriminatory behavior under French law. Act no. 2005-882 of 2 August 2005, circular of 8 December 2005. In case of a discrepancy between Production Type's Terms of Sales and the User's Purchase conditions, Production Type’s Terms of Sales prevail.

5. No order will be executed or delivered without the prior written agreement of the User specified in the quote prepared by Production Type. Prices are valid for the whole quotation. Prices are of Net value without discount for payment before due date. Acceptance of this quote by a signature or an order implies the User’s agreement with the following conditions: payment upon receipt of invoice unless stated otherwise. In accordance with Articles L.441-3, L.441-5, L.441-6 of the French Commercial Code, penalties equal to the ECB legal interest rate (3.50%) plus 15 percentage points shall apply every 30 days in the event of a payment delay exceeding 30 days. These shall fall due without the need for a formal reminder. Mandatory stipulation, fight against late payments, Art. 53 of the LME Act for the modernization of the economy. A flat-rate compensation of €40 for collection costs is to be paid automatically without formal notice in case of late payment(Article D441-5 of the French Commercial Code). Upon cancellation of the quote after acceptance, the invoicing of expenses incurred shall be billed with a 50% surcharge. In the event of non-payment, any agreement, contract, or otherwise granted license will be automatically terminated ipso jure. Production Type shall therefore recover all its rights in respect of the original works. The sums already paid will be retained. Failure to settle outstanding payments shall, automatically and without the need for prior notice, result in the immediate suspension of services such as license issuance, delivery, downloads, and support.

6. If the User is based in the European Union, it must provide its VAT number (Value-Added Tax number) to Production Type prior to invoicing. If the User fails to do so, Production Type charges VAT. Production Type is unable to refund VAT charged.

7. For payments executed by bank transfer, withholding transaction fees should be handled by the client as additional costs and Fee instructions must be set to “OUR” for international bank transfers.

8. The prices in this quote are valid 1 month from its publication. They are firm and non-revisable if the conditions of the order remain unchanged and the order is made during this period. Any service not explicitly mentioned in this quote will be the subject of subsequent quote. In case of partial order, Production Type reserves the right to modify them. Any renewal price will be revised according to variations of the Syntec Index, as officially published by the Syntec Federation. Renewal price will be automatically adjusted each year, upwards or downwards, in the same proportion as the variation in the index recorded over the previous period. The revision will take place automatically, without any formality or prior request.

9. Only the exploitation rights explicitly stated shall be transferred within any limitations contained therein (term, media, and territory). The entire production and related rights shall remain the exclusive property of Production Type until full payment. Unless otherwise stated in the quote, the transfer of any rights pertaining to the Font or any artwork is granted for France for a period of 1 (one) year. In the case of exclusive licensing rights transferred, and unless stated otherwise, the User shall comply with an operation obligation and provide substantial evidence of active use. Without liability to the User, these TOS and the EULA automatically terminate if the User has become bankrupt or is put into liquidation, or has a receiver or statutory manager appointed over any of the User’s assets, or becomes insolvent or ceases to carry on the User’s business, or makes any composition or arrangement with the User’s creditors. These TOS are concluded by Production Type in consideration of the User’s person. The User, therefore, agrees not to assign, subrogate or transfer these TOS, in whole or in part, to a third party, without Production Type’s prior written consent. In the event of non-operation, it is agreed that such exclusivity shall be terminated if, after formal notice, proof of operation of the license is not provided within 1 (one) month.

10. Production Type reserves the right to include the commercial reference “Production Type” as well as the right to mention creations made by the User, and display the Font as a reference in the context of commercial prospecting, external communication, marketing, and advertising. Production Type can use images of the User’s work displaying the Font in its portfolio (including, but not limited to, any website that displays its work, social channels, and in submissions for professional awards and recognition). For such purposes, User courteously grants Production Type a permanent, irrevocable, royalty-free, fully-paid, nonexclusive, worldwide license, with no duty to account, to Production Type, for unrestricted use for any purpose, either individually or in combination and both separately and as integrated into other capabilities, including without limitation the right to sublicense or otherwise authorize, implicitly or explicitly, third parties to exercise any or all such rights. Production Type reserves the right to use the User’s name and logo in its list of representative clients. The User accepts to include and/or uphold the signature “Production Type” and that of any stakeholder on any reproduction, irrespective of the operational field and the media used, and in the context of any representation or communication to the public, regardless of the process, including television broadcasting or online electronic broadcasting.

11. Any of the User’s specifications, instructions, or guidelines in addition to those given in the order must be communicated in writing. After a period of 1 (one) week, the submitted creations that haven’t been validated in writing will be considered rejected, and may subsequently be offered to third parties by Production Type.

12. Any model, drawing, photograph, film, digital file, and contract document, regardless of its presentation and whatever the form, remain the property of Production Type. They must be returned at the latest after their use. The disclosure of documents, including presentation documents, does not constitute authorization for distribution. Production Type retains the right to use the completed project and any of its preliminary designs for commercial prospecting, external communication, marketing, and advertising.

13. Prices may include design and production fees, rights to broadcasting, exploitation, reproduction, and representation or public communication by any process. These shall be solely for the purposes of the uses declared by the User included in the quote. Any other use, to be lawful, must be subject to a new agreement and a complementary payment.

14. Unless otherwise stated in the quote, prices do not include the following expenses: art and documentation purchase costs, technical costs of printing and producing presentation models and layouts, incidental production costs such as transportation, travel, accommodation, etc., as well as the remuneration of external partners.

15. If Production Type requires it, the User undertakes to provide Production Type with 1 (one) or several copies of each medium for which the Font has been used. The copies provided must be in the version of their first publication and circulation.

16. All information exchanged with the User as part of the services provided by Production Type in connection with the execution of the order is confidential. Production Type and the User each undertake not to disclose such information in any way to third parties.

17. The User is solely responsible for documents and texts that it provides to Production Type. Similarly, Production Type must hold the User harmless against any trouble, dispute, claim, or action that might be made by third parties claiming competing rights in respect of all or part of the work ordered.

18. During the term of this Agreement, if Production Type so requests, the User is required to provide complete and accurate answers to Production Type’s questions concerning equipment on which the Font is installed and uses to which the Font has been put, certified by the User (or an officer of the User). In addition, upon at least twenty days’ advance notice, Production Type may, either through its employees or a third party designated by Production Type, inspect the User’s records and equipment to verify compliance with these TOS. Production Type will treat in confidence all information to which it has access in making an inspection, except as may be reasonably necessary to enforce this Agreement.

19. With respect to the European Union’s Digital Services Act (“DSA”) and the most recent Anti-Money-Laundering Directive (“AML Directive”), the User assures Production Type that the User is not on any grey or blacklist for illegal activity. The User understands and agrees that the “Know Your Business Customer” principle is included in the DSA, and that it aims at ensuring the service providers verify the identity of their partners in B2B relationships. The User agrees to be clearly identified by Production Type in the scope of their business relationship.

20. Any disputes that may arise from the execution of the order will be brought before the courts of Paris, which have exclusive jurisdiction.

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