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License agreement

XYZ Type End-User License Agreement: Web

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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.

TL;DR
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, 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.

TL;DR
As with most software purchases, you buy a license to use the fonts, but you don’t own them. We can still sell the fonts to other people.

1. GRANT OF LICENSE

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.

TL;DR
This top section of the EULA is common to all license types, and there is a separate addendum for specific uses like desktop or web. Your receipt, which lists the licenses you have purchased and which font styles they apply to, is also considered part of the agreement.

Upon Our receipt of payment for the Order Invoice and subject to the terms of the applicable Addendum(s), 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. The term “Base License”means the License without any applicable Addendum(s).

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.

TL;DR
If you buy a license 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. Please note that some Addendum(s) modify this section and permit certain uses that are not allowed in the Base License.

a. Copying

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 transmit a digital copy of the Fonts used in a particular document to a commercial printer or service bureau only for the purposes of outputting the particular document, and only if they agree to use the Fonts exclusively for Your work and retain no copies of the Fonts on completion of the work. You are liable for any misuse of Fonts by such third parties.

TL;DR
You can make private backups of your fonts. If necessary, you can send the fonts to a printer, but the printer can only use them for your project.

b. Modifications

You may create other font formats from, modify, or alter the source code of the Fonts for Your own internal use (“Modified Fonts”) provided that You: (i) shall not distribute any Modified Fonts to any third party; (ii) include in the Modified Fonts all intellectual property notices and other information included in the Fonts; (iii) acknowledge and agree that We do not provide technical support for Modified Fonts, and have no responsibility and are not liable for any Modified Fonts or Your use of any Modified Fonts; and (iv) agree that the terms of this Agreement apply to any Modified Fonts.

TL;DR
You can modify the fonts for private use, but you can’t distribute those modified versions or use them in violation of your license. For example, you are welcome to use a font editor to add a symbol glyph to the OTF or to subset the WOFF character set. But you can’t convert an OTF to a WOFF and then use it on the web.

c. Commercial Letterform Products

You may not use the Fonts in letterform-related or alphabet products, including letterform reproduction products and any product, device, or service which owes an essential portion of its value or appeal to the shapes of the letterforms in the Fonts. For example, the Fonts may not be used for: rub-on letters; rubber stamps; stencil alphabet sets; adhesive alphabet letters; print-on-demand products designed interactively by a third party with the fonts; reproductions of individual letterforms for house numbering, signage, or scrapbooking. A license for letterform product usage may be purchased from Us separately.

TL;DR
This license does not allow you to sell a product focused on the individual letterforms (like house numbers or sticker alphabets) or a service to customize products with the fonts (like personalized videos, name t-shirts, or hipster Mad Lib ecards). If you want to do those things, contact us for a special license. Don’t worry, a desktop license does allow you to fabricate signage for an individual client as a service.

d. 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.

TL;DR
You can’t sell or give this license to someone else.

e. Security

You shall use commercially reasonable precautions to secure the Fonts and prevent unlicensed third parties from accessing or using the Fonts.

f. Embedding

You shall not use any Fonts to create or distribute any electronic document in which Fonts or any part of Fonts are embedded.

g. 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.

TL;DR
You can only share the fonts with people outside of your business if they are directly working for you and they were counted in the original order business size.

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.

TL;DR
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.

TL;DR
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.

TL;DR
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.

TL;DR
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.

TL;DR
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.

TL;DR
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.

TL;DR
We have the right to audit font usage at businesses with more than 20 employees, to make sure they have the right license.

8. UPDATES

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.

TL;DR
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.

TL;DR
If something in the agreement is rejected by a court, it does not void the whole license.

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.

TL;DR
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.

TL;DR
If we update our fonts, we’ll probably send you the new version—but we don’t have to. (But we probably will.)

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.

TL;DR
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.

Web addendum

This Web Addendum is incorporated into the Agreement if You selected and paid for web fonts rights in the Order Invoice, and provides additional rights for the License by allowing You to use the Fonts as self-hosted web fonts, hosted on the domain stated when you downloaded the Fonts, to style HTML and SVG documents using the CSS @font-face mechanism. We grant You under the License the additional rights stated in this addendum. 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.

TL;DR
This license is for using fonts on the web. The license size is calculated by the number of employees at your company, not web traffic. If the licensee is just one person, all you need is a “one employee” license. Use is limited to the domain name you specified with your order, and you can’t serve the fonts to another site from your domain.

a. Editable Use

The use of the Fonts for web forms is permitted. However, any other editable use of the Fonts, such as in templates or for use in the creation of customizable designs or products requires the purchase of a separate license.

TL;DR
Totally cool for you to use the fonts for the text of a web form—we love seeing that. But you’ll need a special license if users can use the fonts to create a customized design, whether for a physical or digital product.

b. Third-Party Use

This License does not extend to third parties. If You are using the Fonts for the creation of a website not owned by You, You or the owner of the website must purchase appropriate licenses to cover their use of the Fonts. You are responsible for any liability arising from Your inclusion of Fonts in websites or other platforms or materials not owned by You.

TL;DR
The licensee name should be the owner of the web domain.

c. Changing Domain

If You wish to change the domain that the web fonts are used on, You must notify Us via email prior to changing the domain (info@xyztype.com). There is no charge for changing the domain. The new domain must be owned by the same licensee on the Order Invoice. The License will transfer to the new domain after We notify You of the approved change request.

TL;DR
You can always update your domain name for free after your purchase by clicking the link in your confirmation email or by contacting us. But you can’t transfer the license to a domain owned by someone else—they’ll need their own license.

d. Subdomains

You may use the Fonts on subdomains of the licensed domain.

TL;DR
Your license covers both example.com and cats.example.com.

e. Employee-based License Price

The price of the License is determined based on the total number of people, including temporary workers, simultaneously employed by You, the owner of the website, at the time of purchase. If Your number of employees increases to more than 20% of the number listed on your Order Invoice, You must purchase an upgraded license from Us or discontinue use of the Fonts.

TL;DR
Your license is limited by company size, which is calculated based on the number of employees at the time of purchase, including temporary workers. If that number increases by 20% or more, you’ll need to upgrade.