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.
This license is between XYZ Type and you. If you don’t like the terms of this agreement, then please don’t license and install 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 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.
As with most software, your license allows you to use the fonts, but you don’t own them. We can still sell the fonts to other people.
1. GRANT OF TRIAL LICENSE
This Agreement grants You a non-exclusive license to use the Fonts on a free trial or paid trial basis after Our receipt of Your payment if applicable and as specified in this Agreement and in the Order Invoice. A “Trial Basis” means use of the Fonts for: (i) testing, evaluation, and comparison purposes; (ii) noncommercial, academic projects; or (iii) private pitches and proposals for Your clients. Your license is limited to the Trial Basis uses and specifications as stated in this Agreement (“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.
You can use these fonts for evaluation, client pitches, or student work. Your receipt, which lists the fonts this license applies to, is also considered part of the agreement.
If you are uncertain whether your intended use fits within the definition of “Trial Basis,” please contact us prior to using the fonts. If you decide to continue using the fonts beyond the initial evaluation usage or to use them for other reasons, please purchase the appropriate license from us at xyztype.com.
Upon Our receipt of payment for the Order Invoice, We grant You a nonexclusive, royalty free, nonassignable, nonsublicensable, and revocable license to use the Fonts for and subject to the Permitted Uses (“License”), provided that You: (i) shall not transfer, give access to, or distribute any part of any Fonts to any third party without Our prior written consent; (ii) shall not attempt in any way to emulate, mimic, or otherwise create a substitute for any Fonts, including outlining; and (iii) comply with this Agreement. We may revoke this License if you breach this Agreement.
If You are a business entity obtaining 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.
If the trial license is for someone else, make sure they know about this agreement.
2. PERMITTED USES & RESTRICTIONS
You agree to follow the following terms and restrictions in this section.
You may make a reasonable number of backup copies of the Fonts, provided Your backup copies are not installed or used for anything other than archival purposes. You may not transmit a copy of the Fonts to any third party, including commercial printers or service bureaus.
You can make private backups of your fonts, but you can’t send these fonts to a printer.
b. No Modifications
You shall not create other font formats from, modify, or alter the source code of the Fonts for any reason.
If you need to modify the fonts, you’ll need to purchase a full license.
c. Restriction on Transfer
You may not rent, lease, sublicense, or assign any portion of the Fonts except as otherwise expressly stated in this Agreement. Likewise, You may not authorize any individual or legal entity to copy any portion of the Fonts onto that individual or entity’s computer.
You can’t sell or give this license to someone else.
You shall use commercially reasonable precautions to secure the Fonts and prevent unlicensed third parties from accessing or using the Fonts.
You and Your users may embed the Fonts for evaluation purposes into electronic documents for use on computers that are controlled by You provided that the electronic documents are for personal or internal business use, and only if the electronic documents are distributed in a secure format that allows only printing and viewing, and prohibits editing, enhancing, extracting, or modifying the text . Without the purchase of an additional license(s), You may not embed the Fonts into software or devices, except as defined above. For example, except as defined above, the Fonts may not be embedded into Your: hardware, software, or any editable files that may be accessed by computers that are not controlled by You.
You can only embed the fonts in internal documents that you control.
f. Contractors and Vendors
If the License is for a business, the License extends to the employees and agents within Your business specified in the Order Invoice, including Your internal contractors working within Your business, and only to the extent they are working under Your direction and control. You shall not share the Fonts with external contractors, affiliates, vendors, or other third parties outside the business entity specified in the Order Invoice.
You can only share the fonts with people outside of your business if they are directly working for you.
g. Web Use
If the Fonts and your Order Invoice include web fonts (files ending in WOFF and WOFF2), You may use the Fonts as self-hosted web fonts, hosted on domains used only for non-public testing purposes, to style HTML and SVG documents using the CSS @font-face mechanism. Any process, technique or device such as hot-linking, re-serving or re-directing that allows access to and/or use of the Fonts by unlicensed parties is strictly prohibited.
Web fonts are only for non-public testing. You cannot launch a public site with trial fonts.
3. INTELLECTUAL PROPERTY OWNERSHIP
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.
The fonts are ours! (You’re just using them.)
4. TERMINATION WITH CAUSE
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.
If you violate any part of this license, you have to stop using the fonts immediately—and even after that you’ll have to talk to our lawyer. (Great conversationalist, but it still won’t be fun.)
5. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
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 do all our legal business where we’re based, in St. Louis. (We have good baseball and terrible pizza, and we’d prefer to see you touring the Arch, not in one of our courtrooms.)
In the event that any dispute or claim arises out of this Agreement, You agree to attempt in good faith to negotiate a resolution of the matter with Us for at least 45 calendar days before pursuing any other remedy.
You shall pay Our reasonable attorneys’ fees, costs, and expenses incurred in connection with an audit, investigation, or action or proceeding arising from Your breach of this Agreement.
6. NO WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
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.
We spend a lot of time making sure that our fonts work for you, but sometimes things happen (we’re looking at you, Microsoft Word). If something isn’t working, let us know and we’ll do everything we can to make it right. If we can’t, we’ll cancel your license and refund your money, but that’s all we can do.
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.
If you break this license, you’ll be responsible for our resulting expenses. (We’re sure someone has written a PhD thesis about how the American legal system has gotten to this convoluted point.)
7. BUSINESS AND ORGANIZATIONAL USERS; AUDITS
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.
You’re saying you have the authority to bind the licensee to these terms. If you don’t, then you’re on the hook.
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 have the right to audit font usage at businesses with more than 20 employees, to make sure they have the right license.
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 we update this agreement, we will let you know.
9. GENERAL PROVISIONS
This Agreement is effective on the date You indicate Your agreement to it or install, copy, or use the Fonts, or any portion thereof, whichever is sooner.
If any portion of this Agreement is found to be void and unenforceable, it will not affect the validity of the entire Agreement.
If something in the agreement is rejected by a court, it does not void the whole license.
The terms and conditions of this Agreement 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.
These TL;DR notes and any other correspondence are not actually part of the legal 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.
If we update our fonts, we’ll probably send you the new version—but we don’t have to.
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.
If we sell our foundry or change our business structure, that new business will be assigned the rights in this license. But you need our permission to transfer this agreement to someone else.