License agreement

Please read this agreement before installing or using the font software described in the Order Invoice (collectively “the Fonts”) and owned, licensed, or distributed by XYZ Type LLC (“We”, “Us” or “Our”). This Font Software End-User License Agreement (“Agreement”) is an agreement between Us and the party stated in the Order Invoice (“You” or “Your”) and governs what You can and cannot do with the Fonts. By installing, copying, or using any portion of the Fonts, You accept and agree to this Agreement. If You do not agree to all of the terms and conditions of this Agreement, do not use or complete the installation of the Fonts.

The Fonts are licensed, not sold. Obtaining a license to the Fonts gives You the right to use the Fonts in accordance with the terms of this Agreement, the Addendum(s) to this Agreement, and the order invoice You received when You purchased the License (the “Order Invoice”). The Order Invoice is incorporated into and made part of this Agreement.

This Agreement grants You a non-exclusive license to use the Fonts after Our receipt of Your payment and as specified in this Agreement and in the Order Invoice. Your license is limited to the uses and specifications identified in the Order Invoice and as stated in this Agreement, including the applicable Addendum(s) (“Permitted Uses”). Any other use requires a separate license from Us. The term is perpetual if not stated in the Order Invoice. The territory is worldwide if not stated in the Order Invoice. This non-exclusive license does not preclude Our right to license the Fonts to other users.

If You are a business entity purchasing the License for use by Your owners, employees, agents, or other representatives, You shall notify the representatives of the terms of this Agreement and ensure that such representatives abide by this Agreement.

We retain ownership and all rights in and to the Fonts, and You acknowledge that You have no rights in or to the Fonts outside of the License. The Fonts, including the designs and software embodied in them, are subject to copyright and other intellectual property rights or licenses held by Us. No right, title, or interest in any Fonts, including any associated intellectual property, is transferred to You as a result of this Agreement.

We may terminate this Agreement, including your License, immediately if You breach this Agreement. If the Agreement or License is terminated, You agree that You are not entitled to a refund, shall cease all use of the applicable Fonts, and shall immediately return or destroy all copies of the Fonts in Your possession. Termination of this Agreement does not preclude Us from seeking all legal or equitable remedies.

You agree that this Agreement has been entered in and shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles. You consent to the jurisdiction of the state and federal courts in the City and County of St. Louis to enforce the provisions of this Agreement and to resolve any disputes arising out of or related to this Agreement or your use of the Fonts.

We strive to produce the Fonts to the highest and most up-to-date technical standards. If You experience any difficulties with the Fonts and provide notice to Us of those difficulties within 90 days of the purchase date in the Order Invoice, We will work with You to resolve any technical issues. If We determine that the problem is a result of a technical failure of the Font software and it is not possible for Us to correct the problem within 10 business days after You notify Us of the problem, We will refund the purchase price. In the event We refund Your money or You refuse to accept delivery of the Fonts, this License is automatically terminated. We make no warranties, express or implied, and disclaim all implied warranties, including any warranty of merchantability or warranty of fitness for a particular purpose.

Neither party will be liable for any indirect, special, incidental, or consequential damages, including lost profits, that may arise in connection with this Agreement. Our liability arising out of this Agreement will not exceed the amount You paid for the Fonts giving rise to the liability.

You shall indemnify Us and Our owners, agents, and representatives (each an “Indemnified Party”) against any claims, actions, damages, liabilities, losses, or costs, including attorneys’ fees and costs incurred in the settlement or avoidance of any such claim, incurred by or asserted against any Indemnified Party resulting from or arising in connection with any breach or alleged breach by You of any of Your representations, warranties, covenants, or obligations under this Agreement.

The individual installing, copying or using the Fonts, or any portion of the Fonts, for a business or organization, warrants that they have the authority to legally bind the business or organization. Individuals who do not have the authority to bind the organization or business agree to be personally liable for any breach of this Agreement.

If You are a business or organization with 20 or more employees, You grant Us the following rights to audit Your use of the Fonts. To ensure that You are following the terms of this Agreement and using the Fonts as allowed, You grant Us the right to audit Your uses of the Fonts during Your normal business hours to confirm that you are complying with the terms of this Agreement. You shall provide evidence of compliance as reasonably requested by Us. If the audit reveals any noncompliance, You shall reimburse Us for expenses arising from the audit and pay Us within 15 calendar days for any additional licenses of the Fonts needed for You to be compliant with this Agreement. Such payment will not limit Our other rights or remedies. This section will survive termination of this Agreement for a period of one year.

We may update or modify this Agreement at any time to preserve its original intent and the permitted uses of Fonts, and will notify you of any update or modification. For example, We may update any terms that might be impaired or rendered obsolete or incomplete by changing technology or new digital or physical formats. Your use of the Fonts following notification of any update or modification constitutes Your agreement to follow and be bound by the Agreement as updated or modified. The updates or modifications will not be retroactive, and the most current version of the Agreement that You have agreed to will govern.

If any portion of this Agreement is found to be void and unenforceable, it will not affect the validity of the entire Agreement.

The terms and conditions of this Agreement, any applicable Addendum(s), and the Order Invoice constitute the entire agreement with respect to the Fonts and will supersede and replace all prior understandings and agreements. Any language stated under a “TL;DR” section is for explanatory purposes only and does not constitute part of this agreement.

During the term of Your License, We may give You access to future versions of the Fonts. We do not have any obligation to make new versions available, or to continue to make available for access or download any versions of any font. New versions of the Fonts are subject to this Agreement, which may be amended by Us as stated in this Agreement, unless We provide and require additional or different terms.

We may assign Our rights under this Agreement in whole or in part to any subsidiary, affiliated or controlling business, to any third party owning or acquiring a substantial portion of Our ownership or assets, or to any partnership or other venture in which We participate. You do not have the right to assign this Agreement or any of Your rights hereunder without Our prior written consent.

This Desktop Addendum is incorporated into the Agreement if You selected and paid for desktop rights in the Order Invoice, and provides additional rights for the License by allowing You to use the Fonts as a desktop font. We grant You under the License the additional rights stated in this addendum. This License may only be used by You on computers You own and only up to the number of users specified in the Order Invoice.