End User License Agreement
1 Purpose
Fontfabric Ltd (“Fontfabric”, “we” or “us”), together with its wholly-owned subsidiaries are professionals in the field of Font creation and design. These Terms are between you and the Fontfabric which owns all rights to the Font Software you have purchased.
“Customer” means the entity you represent in accepting this Agreement or, if that does not apply, you individually. If You are using the Font Software on behalf of Your employer or as a consultant or agent of a third party (collectively “Your Company”), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the Terms of this Agreement and everywhere in this Agreement that refers to Customer, shall also include Your Company.
2 Terms of the Agreement
2.1 Licences
Subject to the terms and conditions of this Agreement, Customer shall have a non-exclusive, non-assignable, non-transferable (except as expressly permitted) license to install, access and Use the Font Software. Fontfabric reserves all rights not expressly granted to you in this Agreement. Customer may allow its Authorized Users to use the Font Software, and they are responsible for their compliance with this Agreement and Customer’s applicable Order Form.
2.2 Order Forms
The Font Software shall be ordered by the Customer pursuant to Order Forms through Fontfabric Marketplace. Each Order Form shall include at a minimum the name of the Font, Type of license, any license restriction, and other types of rights (transfer, renew, etc). The use is further governed by the individual types of licenses you select while filling your Order Form, and to which you agree in the course of placing your order.
The Customer may choose between an annual or perpetual license when placing an order for Font Software through the Fontfabric Marketplace except for Desktop licenses, which are exclusively available as perpetual licenses. The duration of the license, whether annual or perpetual, will be explicitly stated in the invoice issued by Fontfabric following the Customer’s purchase.
Any one of Customer’s Affiliates may also order Font Software under this Agreement by submitting an Order Form and agreeing to be bound by the terms of this Agreement.
2.3 Acceptance
This Agreement shall be effective upon the date that Customer receives Font Software (hereinafter “Effective Date”). Complete execution of this Agreement is contingent upon Customer’s tender of the Fee to Fontfabric or Fontfabric’s authorized representatives.
2.4 Changes to the Terms
The last revision of this Agreement is set forth at the top of this Agreement. As we add new features, we may revise or supplement this Agreement. We will provide you with advance notice of material revisions to this Agreement. We will not make revisions that have a retroactive effect unless we are legally required to do so. Your continued use of the Font Software after the new revision constitutes your acceptance of this Agreement, as amended.
3 Customer rights and responsibilities
3.1 Obligations
Customer shall use its best efforts to ensure that each user of the Font Software abides by the terms and conditions of this Agreement. The Customer further agrees to distribute to each Authorized User of the Font
Software a copy of this EULA. The Customer may copy this EULA as necessary to ensure distribution to each Authorized User of the Font Software.
3.2 Free Font Software
Fontfabric may make a free Font Software available to Customers. Use of free Font Software is subject to the terms and conditions of a separate Agreement.
3.3 Verification of Use
Customer will monitor its own use of the Font Software and report any use in excess of the licensed volume. Fontfabric may monitor use to verify compliance with license restrictions, volume and the Agreement.
4 Use Conditions
4.1 General
The Font Software is and remains the property of Fontfabric. As a licensed Entity it is important that you read and adhere to the following section and its conditions of use.
You are permitted to make copies of the Font Software, as long as such copies are made following the terms and restrictions of the license you have purchased. Such copies may be used only for the purposes permitted by the license grant and must not exceed the scope of the granted rights Reformatting or regenerating the Font Software for compatibility with another operating system is prohibited unless such use is expressly permitted. Removing the public metadata and private data blocks included in the Font Software is strictly forbidden.
The copying of any written material which may accompany the Font Software is not permitted. The Font Software and any accompanying written material are protected by Copyright and other International Treaties. Unless otherwise noted, all copyrights and trademarks are the property of Fontfabric.
4.2 Use Limitations
You must ensure that all use of the Font Software conforms to, and does not deviate from, (a) the limits on usage to which you agree in the course of ordering those products; and (b) the terms and conditions contained in the Agreement.
4.3 No Copying or Distribution
No copying or distribution of any of the Font Software may be made, except as expressly provided in this Agreement. Without prejudice to such obligation, you shall ensure that all copies and distributions of Font Software include the same copyright and other proprietary notices as appear on the original file, which we make available. All copies of the Font Software must be kept under your exclusive control.
4.4 No Decompilation or Modification
Customer may not recompile, reverse engineer, disassemble, or modify in any other way the Font Software or creation of any derivative work in whole or in part. If the Customer is located in a European Union member country or any other country which provides rights materially similar to the rights set forth in this provision, the Customer may reverse engineer or decompile the Font Software only to the extent that sufficient information is not available for the purpose of creating an interoperable software program but only for such purpose and only to the extent that sufficient information is not provided in a timely manner free of charge by Fontfabric upon written request.
5 Third party use
5.1 Customer obligations
The Customer has the right to provide the Font Software for temporary use to a designer or another agent working on behalf of the Customer unless otherwise specified. Third Parties may use the Font Software exclusively for Customer’s work only if they agree to the terms and conditions of this Agreement. Customer agrees to distribute to each Third Party working on their behalf with the Font Software a copy of the Agreement. Upon completion of the work Third Parties should not retain any copies of the Font Software.
5.2 Third Party obligations
Third Parties are allowed to use the Font Software according to the terms of the Agreement between Fontfabric and the Customer. Third Parties use the Font Software only for the completion of work allocated to them by the Customer.
Third Parties shall certify to Customer and Fontfabric, in writing, that they do not retain any copies of the Font Software and that all copies have been destroyed.
Third Parties may not:
● decompile, reverse engineer, disassemble, modify, and create derivative works, i.e., the creation of different weights or styles of the font(s),
● lend, rent, sub-license or distribute, in whole or in part, to another third party (friends, relatives, service bureaus),
● reform or regenerate the Font Software for compatibility with another operating system, ● remove the public metadata and private data blocks included in the Font Software,
● copy any written material which may accompany the Font Software.
6 Fontfabric rights and responsibilities
6.1 General
Fontfabric shall deliver the Font Software (which includes the agreed fonts and the full documentation) in the time agreed with the Customer. Fontfabric represents and warrants that it either owns fully and outright, or otherwise possesses and has obtained, all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations and to exercise its rights hereunder. The Fontfabric hereby represents and warrants that it owns all rights, titles, and interests in the Font Software, and they do not infringe the Intellectual property rights of any third party.
6.2 Protection of the Font(s) and Font Software
Fontfabric has the right to request proof of Customer’s compliance with the terms and conditions of this Agreement. Within thirty (30) days of a request by Fontfabric, Customer agrees to certify in writing that the use of the Font Software at the time of the request is in conformity with this Agreement. Customer acknowledges that if their use exceeds the grant of the license and its restrictions as specified in this Agreement, they are required to buy a license that reflects the actual use of the Font Software.
The Customer shall take all reasonable steps to safeguard the Font(s) and the Font Software from any unauthorized use, duplication, sublicensing, or distribution. Furthermore, the Customer and the Third Party are responsible for ensuring the Font Software can only be used in a manner allowed by this Agreement. The failure to adequately protect the Font Software against use in any manner not contemplated in this Agreement shall be considered a failure to comply with its terms and will result in the termination of this Agreement.
6.3 Audit
If Fontfabric has reasonable grounds to believe that this Agreement may not be fully adhered to, we may request your cooperation in conducting an audit of the use of the Font and Font Software. Such an audit will be arranged collaboratively and conducted with your knowledge and consent. To ensure a smooth process, we will provide at least fifteen (15) days’ notice prior to the audit and kindly request your assistance in providing access to relevant systems, devices, records, and information to confirm compliance with the terms of this Agreement.
If Fontfabric determines that your use is in violation of this Agreement and the applicable Invoice, you acknowledge and agree that you are required to buy a license that would bring your use into compliance. Fontfabric
reserves the right to seek any other remedies available at law or in equity.
However, in conducting any audit, Fontfabric will comply with all applicable data protection and privacy laws, including but not limited to the obligations outlined in Section 7.2 of this Agreement. Fontfabric will not access, collect, or use any personal data of the Customer’s employees, clients, or any third party unless such access is necessary for verifying compliance and is strictly limited to the scope of the audit.
Prior to any audit, Fontfabric will provide the Customer with reasonable notice and will cooperate with the Customer to agree on the scope, duration, and method of the audit to ensure that the Customer’s data protection obligations are upheld. Any personal data accessed during the audit will be handled in accordance with Fontfabric’s privacy and data protection policies and will be securely deleted or returned to the Customer upon completion of the audit.
6.4 All Rights Reserved
The Font Software is the exclusive property of the Fontfabric. The Font Software contains copyrighted material, trade secrets and other proprietary material. The Font Software is protected under the laws of the Republic of Bulgaria and other International Treaty Provisions. This Agreement shall not be construed as transferring any rights other than those expressly permitted herein. Fontfabric reserves all copyrights, trademarks, and any other form of intellectual property rights in and to the Font Software.
7 Privacy and Information
7.1 Confidentiality
“Confidential Information” means all information disclosed by Fontfabric to the Customer, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information also includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Fontfabric.
The Customer shall, on behalf of itself and all Authorized Users, retain all Confidential Information furnished by Fontfabric in connection with or derived from the Font Software in strictest confidence and shall not publish or disclose such Confidential Information at any time during the term of this Agreement or after its termination.
7.2 Data protection
Fontfabric will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer. Except with respect to a free trial, the terms of the data processing addendum on the Privacy and DPA page are hereby incorporated by reference and shall apply to the extent Customer data includes Personal Data, as defined in the DPA.
8 Invoices and Payment
8.1 Pricing and Payment
You undertake to provide accurate and current information about yourself – including your correct name, address and any other requested details – in the course of ordering Font Software.
Customer will provide Fontfabric with valid and updated bank card information, or with a valid purchase order or alternative document reasonably acceptable to Fontfabric. If the Customer provides bank card (credit card, debit card, virtual card etc.) information to Fontfabric, Customer authorizes Fontfabric to charge such bank card for all Font Software and licenses listed in the Order Form and any renewals, if any. Customer ensure that they are fully entitled to use that card, and it has available funds sufficient to cover the charges which are deducted from it.
8.2 No Refunds
All amounts are non-refundable, non-cancellable, and non-creditable.
9 Tax
Fees and other charges imposed under an Order Form will not include taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”), all of which will be for Customer’s account. Customer is responsible for all taxes, other than Fontfabric’s income and payroll taxes. Customer must provide to Fontfabric any direct pay permits or valid tax-exempt certificates prior to signing an Order Form. If Fontfabric has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Fontfabric will invoice Customer and they will pay that amount unless Customer provides Fontfabric with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Fontfabric is solely responsible for taxes assessable against it based on its income, property and employees.
10 Termination and Cancellations
10.1 Termination
10.1.1 Termination for Cause
We may terminate this Agreement for any material breach of this Agreement by the Customer upon thirty (30) days written notice. The written notice shall identify the alleged breach(es) by Customer and request a cure. If you fail to comply with the EULA within this time period, the Agreement will terminate automatically.
Either party may terminate this Agreement if the other party ceases operation without a successor or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
10.1.2 Termination of the Annual License
Unless otherwise specified in this Agreement, the initial term of the Annual License shall be 12 (twelve) months (“Initial Term”) and automatically renew for subsequent periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than 30 calendar days before the end of the Initial Term or any Renewal Term that the Agreement shall not renew. The Customer should give the termination notice to Fontfabric via their account on the Fontfabric Marketplace.
10.1.3. Termination for Convenience
This Agreement may be terminated by Customer at any time by destroying the Font Software, together with any printed materials and copies. In such case, the Customer shall notify Fontfabric of the actions taken.
10.2 Consequence of termination
Upon termination of this Agreement for any reason, Customer is required to destroy or return to Fontfabric all original Font Software and any accompanying written material. The Customer shall also certify to Fontfabric that all copies of the Font Software have been destroyed. In the event of termination due to breach by Customer, nothing herein shall be construed as a waiver of any of Fontfabric’s rights or remedies under Equity or Law.
In the event of early termination of this Agreement, the license shall remain valid for the period for which it was paid, and no refunds will be given for any amounts already paid by the Customer. The Customer will retain the right to use the Font Software until the end of the paid term, under the terms of this Agreement. The provisions of Section 8.2 of this Agreement are applicable accordingly.
11 Liability and Indemnities
11.1 Warranties
11.1.1 Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 11.1.2 Our Warranties
The Font, Font Software and related documentation are provided “as is”. Fontfabric warrants that, at the time of delivery of the Font Software to the Customer, the Font Software will be technically functional, tested, and ready for use. However, the Customer assumes all risk regarding the ongoing quality and performance of the Font Software after delivery. Fontfabric does not warrant that the Font Software will be compatible with all devices, applications, or programs used by the Customer. Fontfabric is not responsible for any inability to use the Font Software due to the Customer’s technical environment, including but not limited to the Customer’s devices, operating systems, or software applications.
Except as expressly stated in this Agreement, there are no other warranties, conditions, or representations, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose,
made by Fontfabric with respect to the Font Software. Any implied warranty or condition required by law is limited to a thirty (30) day warranty period, starting from the date the Font Software is provided to the Customer. After this thirty (30) day period, there are no warranties or conditions of any kind, either express or implied, applicable to the Font Software.
11.2 Liability
11.2.1 Limitation of Liability
Customer acknowledges and agrees that the use of the Font Software is at the Customer’s sole risk. Fontfabric shall not be held responsible for errors, damages, or technical issues arising from the Customer’s misuse of the Font Software or use that is not in compliance with this Agreement.
Fontfabric agrees to indemnify the Customer for any damages suffered as a result of third-party claims relating to the infringement of intellectual property rights arising from the Customer’s use of the Font Software in accordance with this Agreement. To be eligible for indemnification, the Customer must promptly notify us of any third-party claims and provide us with the opportunity to participate in resolving the claims. Fontfabric shall not be liable for any infringement of third-party rights or other damages resulting from the use of the Font Software by the Customer if such use is in violation of the terms of this Agreement.
In all cases, the Fontfabric’s liability under this Agreement, including but not limited to indemnity or damages, shall be limited to the total amount of the license fee paid by the Customer under this Agreement.
12 Communication
All notices and communication will be in writing and given when delivered to the address set forth in an Order Form. All notices and communication will be addressed to the e-mails set forth in the last Order Form.
This correspondence shall be deemed as binding on the Parties. The Parties shall consider all correspondence or statements sent by e-mail as written. Papers, documents, and e-mails received by the Parties before 6:00 pm Eastern European time on the respective business day shall be deemed to have been received on the same day. Papers, documents and e-mails received by the parties after 06:00 pm on the respective business day are considered to be received on the next business day.
13 Governing Law and Jurisdiction
13.1 Informal Resolution
In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
13.2 Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the applicable laws of England and Wales. Each party irrevocably agrees that any legal action, suit, or proceeding arising out of or related to this Agreement must be brought solely and exclusively in and will be subject to the service of process and other applicable procedural rules of the courts in England and Wales, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in London, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
13.3 Injunctive Relief/Enforcement
Notwithstanding the provisions of the above Sections, nothing in this Agreement will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
13.4 Exclusion of UN Convention
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. 14 Miscellaneous
14.1 Severability
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced by Fontfabric with a valid and enforceable provision that most closely effects the intent of the invalid provision.
As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only.
14.2 No Waiver
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
14.3 Electronic Signature
Signatures in any electronic form (including e-mail or dedicated signature solutions) are deemed original signatures.
14.4 Assignment
Without Fontfabric’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Fontfabric may assign the Agreement to any of its Affiliates.
14.5 Relationship of the Parties
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
14.6 Force Majeure
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
14.7 Entire Agreement
The Agreement constitutes the complete and exclusive statement of the agreement between Fontfabric and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties.
14.8 Compliance with anti-bribery laws and money laundering
The Parties shall at all times during the Term adhere to all applicable laws, including but not limited to the anti-corruption and anti-bribery laws, provisions of the Foreign Corrupt Practices Act of United States of America and Bribery Act 2010 in the UK. Neither Party nor any person on his behalf shall or has (i) offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any government authority or any political party for the purpose of influencing any act or decision of such governmental authority or political party in relation to the Licensor’s products or direct business to any person, in each case where such payment, offer or promise is prohibited under any applicable law to which such entity is subject; (ii) The Parties of this agreement declare that they are not involved in any kind of or (iii) engaged in any activity that would in any manner result in violation of any applicable anti-bribery or anti-corruption laws in the whole world or the Foreign Corrupt Practices Act of the United States of America or the Bribery Act 2010, in the UK.
G
Grant of License
Desktop License
14.9 Grant Of License
Customer has the right to install the Font Software on an operating system and use it within desktop applications such as TextEdit, Microsoft Word, Mac Pages, Adobe Photoshop, etc for the creation of non-commercial Embedded Documents. An Embedded Documents is deemed a commercial document if you distribute it for a fee or other direct or indirect consideration. Customer may use the Font Software to create and distribute static images on any surface, including computer and TV screens, paper and physical products, provided that such images are not incorporated into or displayed as part of any graphical user interface, control panel, functional display, or embedded system of a device or machine. The images can be created in raster format (.JPEG, .TIFF, .PNG, etc.) or in vector format (EPS, SVG, etc.).
14.10 Embedding
The Font Software has been created using embedding bits intended to prevent the editing of a file containing the embedded Font Software. Customer agrees not to change, alter or otherwise modify the Font Software or its embedding bits.
14.11 Usage
Customer and any Authorized Users can send editable Embedded Documents only if the documents are created for in-house use or if they are sent to Third Parties, working on behalf of Customer in accordance with this Agreement. Customer can send Embedded Documents to any other Third Parties only in a secure read-only non-editable format such as .PDF that does not permit the extraction of the embedded Font Software.
Customer may embed static images into an electronic document with a representation of a typeface so long as such images are not used as a replacement for the Font Software. Customer may not create or distribute to Third Parties any documents or graphics containing an embedded copy of the Font Software with the entire or substantial part of the character set of the typeface design embodied in the Font Software.
Customer cannot use the Font Software to create tangible products, which substantially relies on a Font or Font Software for its commercial value. Examples include where the Font image may be repurposed by an User of it, such as a rubber stamp or an adhesive alphabet, or may not be repurposed by its an User, but a principal characteristic of the products are the display of a sub-set of a Font or its attributes. This limitation applies to but is not limited to Non-Fungible Tokens.
Customer also cannot use the Font Software to create any kind of Electronic Publication, Apps, e-books or used in TV Broadcastings or Movies.
The maximum number of simultaneous users is specified in the applicable Order Form. A “user” is either a single person or a single device. All users must belong to the same company or household purchasing the Font and Font Software.
15 Webfont License
15.1 Grant Of License
Under the Webfont License Customer has the right to use the Font Software on websites that they own or control with the @font-face selector in CSS files for the number of pageviews per month specified in the Order Form. The Webfont License is issued on a per-domain basis, and the Customer must specify the name(s) of the domain(s) for which the license will be applied when placing the order. The Font Software may not be used on domains not explicitly covered by the license
15.2 Usage
When using the Font Software on websites, Customer must include the entire commented header that shows copyright and other legal information in the provided Font Software CSS file. Customer may not link to the full, CFF OpenType or TrueType Font Software designed for desktop installation. The use of any conversion or editing tools on the Font Software is not allowed. If the total traffic of all websites, measured in pageviews per month, exceeds the one specified in the Order Form for two consecutive months, you must increase your license or buy a new one.
15.3 Scope and Limitations
This license does not cover the following uses: desktop use, website templates distribution, product creation websites, mobile appilcations and games, e-books, digital ads, dynamically broadcasting it on cable television or the Internet. You are not allowed to create alphabet or letterform products based on the Font Software for resale. You can buy a separate license for the abovementioned uses or extend your license in order to include any of the uses for additional fee.
16 Applications License
16.1 Grant Of License
The Customer may embed the licensed Font Software into a specified number of mobile applications, games, and/or computer software applications (“Apps”) as selected at the time of purchase, еxcluding desktop and console-based games. The selected number of Apps and the user limit will be specified in the Order Form. Embedding the Font Software into additional Apps or exceeding the user limit requires the purchase of an additional license.
The Customer may port the App to any other platform or console (iOS, Windows, Android, Linux, etc.). The Customer has the right to subset or convert the Font Software format to improve its performance in the App.
16.2 Usage
The license is based on the total number of downloads. The total number of registered users across all licensed Applications must not exceed the number, specified in the applicable order form or Invoice.
If the App does not require registration, the total downloads across all licensed Applications must not exceed the number specified in the Order Form or Invoice.
The Customer may only embed the Font Software into Apps that they own or control.
The Customer may not redistribute the Font Software together with the App’s source code, install the Font Software on the operating system running the App, or embed the Font Software in an App that allows end users to create custom typesetting with the Font Software.
16.3 Scope and Limitations
This license does not cover the following uses: desktop use, website templates distribution, product creation websites, e-books, desktop and console-based games and digital ads. Under this Agreement you may not install the Font Software on servers, broadcast it on cable television or the Internet. You are not allowed to create alphabet or letterform products based on the Font Software for resale. You can buy a separate license for the abovementioned uses or extend your license in order to include any of the uses for additional fee.
This license does not cover the following uses: desktop use, website templates distribution, product creation websites, e-books, and digital ads. The Font Software may not be installed on servers, broadcasted on cable television or the Internet, or used to create alphabet or letterform products for resale. Additional licenses or license extensions are required for any of the above uses.
17 Gaming License
17.1 Grant Of License
Customer may embed the licensed Font Software into a specified number of desktop and/or console-based games (each a “Game”) and their subsequent versions, as selected at the time of Purchase. The selected number of Games and the user limit will be specified in the Order Form. Embedding the Font Software into additional games or Apps or exceeding the user limit requires the purchase of an additional license
Customer may port the Game to any other platform or console platform (iOS, Windows, Android, Linux, etc.). and has the right to subset or convert the Font Software format in order to improve the Font Software’s performance in the Game.
17.2 Usage
The license is based on the total number of downloads, active subscriptions, or sold copies of the Game, depending on the distribution model of the Game.
In particular:
(a) where the Game is distributed as a free-to-download title, usage is determined by the total number of downloads;
(b) where the Game is distributed on a subscription basis, usage is determined by the number of users with an active subscription;
(c) where the Game is distributed as a paid title, usage is determined by the number of copies sold.
The applicable usage limits and tiers, shall be determined by the applicable Order Form and/or Invoice. If Customer’s actual usage exceeds the licensed scope, Customer is required to obtain an additional license or upgrade the existing license accordingly.
17.3 Scope and Limitations
This Gaming License applies solely to desktop and console-based games. It does not cover mobile applications or mobile games (which are subject to the Applications License), desktop application use outside of games, website embedding, website templates distribution, product creation websites, e-books, or digital advertisements.
Customer may not redistribute the Font Software together with the Game’s source code, may not install the Font Software on the operating system on which the Game runs, and may not embed the Font Software in any Game that enables end users to create custom typesetting using the Font Software.
The Font Software may not be installed on servers, broadcast on cable television or the Internet, or used to create alphabet or letterform products for resale, unless Customer obtains a separate license expressly permitting such use.
You can buy a separate license for the abovementioned uses or extend your license in order to include any of the uses for additional fee.
18 EPub (Electronic Publications) License
18.1 Grant Of License
Customer may embed the licensed Font Software into an Electronic Publication, including an Electronic Publication for commercial use, and distribute worldwide such Electronic Publication to End Users in a secure manner which does not allow them to access to the Font Software.
18.2 Usage
The maximum number of separate and distinct Electronic Publications into which the Font Software may be embedded may not exceed the number of Electronic Publications indicated in the Order Form. Each issue of an Electronic Publication counts as a separate Electronic Publication. Regional or format variations do not count as a separate issue.
The Font must be embedded within a file format that protects the Font by means of encryption or obfuscation. Formats that meet these criteria include, but are not limited to, PDF, EPUB 2.01, EPUB 3, and KF8. The Electronic Publication must be a non-executable file which is displayed by e-reader software or on e-reader devices. The Font may not be installed on the operating system on which the Electronic Publication runs.
18.3 Scope and Limitations
This license does not cover the following uses: desktop use, website use, website templates distribution, product creation websites, and digital ads. Under this Agreement you may not install the Font Software on servers, broadcast it on cable television or the Internet. You can buy a separate license for the abovementioned uses or extend your license in order to include any of the uses for additional fee.
19 Server License
19.1 Grant Of License
Customer may install the Font Software on a Licensed Server that you own and that is under your sole care, custody and control, for the purpose of incorporating the Font Software into Products – PDF invoices, receipts, business cards, pictures, personalized clothing, etc. Customer may also use the Font Software on Development Servers internal development use.
19.2 Usage
You can use the Font Software for business or personal use in order to: (1) create or allow End Users to create Embedded Documents or Products with rights to view and edit the documents, (2) distribute such Embedded Documents and Products to End Users, and (3) grant End Users the right to print, view and edit the Embedded Documents.
The Font Software can’t be used in SAAS, where the service is the product rather than the item that is created. For that you would need a Webfont License.
A Server license is based on the number of servers on which the font is installed. The maximum number of Licensed Servers on which the Font Software may be installed may not exceed the number of Licensed Servers indicated in the Order Form. Development servers don’t count towards this.
You may incorporate the Font Software in Embedded Documents only in a manner that prevents the extraction of the Font Software from the Embedded Documents as well as its use and/or access by any unauthorized third party.
19.3 Scope and Limitations
This license does not cover the following uses: desktop use, website embedding, website templates distribution, mobile applications and games, e-books, and digital ads. Under this Agreement you may not broadcast the Font Software on cable television or the Internet. You are not allowed to create alphabet or letterform products based on the Font Software for resale.
20 Digital Advertisements License
20.1 Grant Of License
Under the Digital Advertisements license Customer has the right to access, download and use the licensed Font Software in order to create or allow a Third Party to create Digital Advertisements on behalf of Customer. Customer may embed the Font Software in Base-64 encoded format into Digital Advertisements and publish such Digital Advertisements on Output Devices for up to the licensed number of Impressions specified in the Order Form.
20.2 Usage
You may Install the Font Software on a server that is owned and controlled by you solely or a third party hosting service for the purpose of publishing Digital Advertisements on Output Devices.
Customer or any Third Parties working on Customer’s behalf may not link to or publish online any version of the Font Software which was not initially supplied by Fontfabric. Customer may not use the Font Software with technologies other than @fontface (e.g. as sIFR, Cufón or Typeface.js).
20.3 Scope and Limitations
This license does not cover the following uses: embedding in websites, website templates, mobile applications and games, e-books. Under this Agreement you may not install the Font Software on servers, broadcast it on cable television or the Internet. You are not allowed to create alphabet or letterform products based on the Font Software for resale.
21. Broadcasting License
21.1 Grant of License
Under the Broadcasting license, the Customer may embed the Font Software in content for television, cinema, motion picture, or Internet broadcasting (“Broadcasting Content”).
21.2 Usage
You may install the Font Software on a single device owned or controlled by You.
The Font Software may be used in: (1) titling, credits, and any other text displayed in motion pictures, animations, documentaries, TV series, etc.; (2) any text displayed in content for social media platforms (YouTube, Instagram, Facebook, etc.); (3) advertisements on TV and streaming services (e.g. Netflix, HBO Go, on-demand TV).
21.3 Scope and Limitations
The maximum number of Broadcast Content Titles on which the Font is used may not exceed the number of Broadcast Content Titles specified in the Order form.
You must ensure that the Font Software is securely embedded inside each Broadcasting Content and inside file formats suitable for its publication mode.
This license does not include product creation permissions for any merchandise or other products where the Font Software is used in the design of visual elements (e.g. movie posters, mugs, t-shirts). The Customer may generate digital documents with the Font Software just for Screen View purposes. The Broadcasting license does not cover the use of embedding the Font Software in any tangible medium such as a DVD, CD, or BlueRay.
22. Embedded Font License for Interfaces/OEM License
22.1 Grant of License
Under the Embedded Font License for Interfaces the Customer has the right to embed the Font Software into digital interfaces and functional displays, including but not limited to human–machine interfaces (HMI), automotive systems, wearable devices, medical equipment, industrial machines, and other comparable embedded systems (collectively, the “Interfaces”). For avoidance of doubt, this License does not cover use of the Font Software in websites, mobile applications, videos, advertising, or print materials, all of which require separate licenses.
22.2 Usage
The Font Software may be used solely as an embedded component of the Interfaces for the purpose of displaying textual or graphical information integral to the functional operation of the Interface. The Font Software may be embedded in the software, firmware, or hardware of the Interfaces as required to enable such functionality. This License applies to any use of the Font Software, including any static or dynamic representation of it, that appears in or forms part of a digital or physical Interface. Such use will be treated as embedding, whether the Font Software is technically embedded or the text is displayed as a static image, vector, or other non-editable format.
22.3 Scope and Limitations
- The Licensee shall be entitled to embed the Font Software only in such Interface device lines as are owned or lawfully controlled by the Licensee (the “Device Lines”). This License takes into account the individual manufactured devices within a Device Line that have entered production (“Units”), with prototypes produced prior to the Start of Production (SOP) being excluded from the licensed count. The number of Device Lines and the maximum number of manufactured Units permitted under this License shall not exceed the quantities specified in the Agreement.
- The Font Software shall not be used, embedded, or distributed outside of the Interfaces. In particular, Licensee is not authorized to embed the Font Software in content, documents, or other products generated by or exported from the Interfaces.
- The Licensee shall not sublicense, distribute, rent, lease, lend, or otherwise make available the Font Software, in whole or in part, separately from the Interfaces.
- The Licensee shall implement reasonable technical and organizational measures to prevent extraction, copying, or unauthorized access to the embedded Font Software from the Interfaces.
- The License does not extend to, and Licensee shall not permit, the use of the Font Software in any manner inconsistent with this Agreement, including but not limited to its use in non-embedded applications, desktop publishing, or other consumer-facing distribution channels.
- Any modification, decompilation, reverse engineering, or circumvention of technical restrictions of the Font Software is prohibited, except to the extent expressly permitted by applicable law.
- Over-the-air (OTA) Updates. The License permits the deployment of OTA updates to the Font Software provided such updates are limited to Interfaces already covered under this Agreement and do not extend the License beyond the agreed Device Lines or Unit quantities.
23. Analog Distribution License
23.1. Grant of License
Customer may create a Product Line consisting of alphabet or letterform products such as stamps, die-cut products, stencil products, or adhesive stickers where the design of the Font itself is the primary or one of the primary selling points and the end user of the said products can create their own typesetting.
23.2. Usage:
The maximum number of Product Lines on which the Font Software is used may not exceed the number of Product Lines specified in the applicable Order Form or Invoice.
Only you may use the Font Software according to this license. Third Parties may use the Font Software only for temporary use as described in Section “Third party use” of this Agreement. Additional users may use the Font Software under a Desktop License.
23.3. Scope and limitations
This license does not cover the following uses: desktop use beyond the permitted Desktop License scope, website embedding, website templates distribution, product creation websites, mobile applications and games, e-books, digital ads, and broadcasting it on cable television or the Internet. Under this Agreement you may not install the Font Software on servers. You can buy a separate license for the abovementioned uses or extend your license in order to include any of the uses for additional fee.
24. Design Application License
24.1. Grant of License:
This License grants the Customer the right to:
- Embed the licensed Font into a specified number of native or web Application(s) (“App” or “Apps”) that enables the App’s end-user(s) (“End-user”) to create custom digital designs with the Font. These include (but are not limited to) Logos, images, motion graphics, etc. The number and names of the licensed applications into which the Font Software may be embedded is specified in the License Agreement.
- Port the app to any other platform or console (iOS, Windows, Android, Linux, etc.).
- Subset or convert the Font format to improve the Font’s performance in the App
24.2. Usage
The number of Monthly Active Users (“MAU”) of the App cannot exceed the number specified in the applicable Order form/or Invoice. MAU is the number of unique users that have logged in or otherwise used the app in the last 30 days. If the App has no way of monitoring use, You may use “total downloads” as a metric instead.
You may only embed the Font into Apps that you own or control. Online versions of the App must be hosted by servers owned or rented by you, they may not be installed remotely to run on customers’ servers.
24.3. Scope and Limitations
You may not redistribute the Font with the App’s source code. You may not install the Font in the operating system the App runs on. Digital files that the App generates must be read-only files that are rasterized, flattened or non-editable.
This license does not cover the following uses: desktop use, website font embedding, general computer applications and games, installable interactive books, eBooks and EPUBs, website template distribution, product creation platforms, and other uses not allowed by this Agreement. Additional licenses or license extensions are required for any of the above uses.
Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this End-User License Agreement.
“Application(s)/App(s)” means a computer program designed to help people perform an activity. Under this Agreement the term “App(s)” includes mobile applications, mobile games, computer software applications and computer games.
“Authorized User(s)” means persons who are, or are employed by, or are members of Customer, who operates Font Software on behalf of the Customer.
„Desktop“ means a personal or work computer that is designed to fit conveniently on top of a typical office desk.
“Development Server” means a server devoted solely to Customer’s internal development use and which cannot be accessed directly or indirectly by End Users or Third Parties. A Development Server is not a Licensed Server for the purposes of this Agreement.
„Device Line“ means a group of related devices marketed under a single brand and sold by Customer.
“Digital Advertisement(s)” means a piece of promotional or marketing content delivered via the internet for display on Output Devices. Digital Advertisement includes, but is not limited to, banner ads and display advertisements shown on websites, advertisements in web applications and advertisements in mobile applications.
“Electronic Publication” means a file that includes a Font Software as a rasterised image or as outline data to display the text of a publication that is, or is intended to be, distributed, such as (without limitation) an electronic book, magazine or newspaper, intended for consumption by end users;
“Embedded Document(s)” means a document for internal business or personal use which incorporates the licensed Font Software as a whole or in part.
“End User” means a person or entity that accesses a Licensed Server or is the recipient of an Embedded Document.
“Entity” means any incorporated or unincorporated entity or person, whether a company, corporation, partnership, association, or other.
“Font Software” means software which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. Font Software includes upgrades, updates, related files, permitted modifications, permitted copies, and related documentation.
“Font(s)” means typeface, bitmap and any technology resulting in a representation thereof; and references to fonts include sub-sets of them;
“Impression(s)” means a measurement of responses from an ad delivery system to an ad request from the user’s browser in which the Font Software is incorporated.
“Licensed Server” means servers identified by the Customer in the Order Form. These may only be servers that are owned by the Customer and remain under Customer’s sole care, custody and control.
“Marketplace” means the official marketplace for Font Software, hosted by Fontfabric on Marketplace page.
“Mobile application” means a type of application software designed to run on a mobile device, such as a smart phone or tablet computer. Mobile applications frequently serve to provide users with similar services to those accessed on PCs.
“Monthly Active Users (MAU)” – the number of unique users that have logged in or otherwise used the app in the last thirty (30) days.
“Operating System” means system software that manages computer hardware, software resources, and provides common services for computer programs such as Microsoft Windows, Linux, MacOS.
“Order Form” means an online order specifying the Font Software and it’s corresponding licenses to be provided hereunder that is entered into between Customer and Fontfabric.
“Output Device” means a display which displays a screen image created by use of or access to the Font Software to
make visible in human readable form, the typeface design and fonts contained within the Font Software.
“Print Media” means paper publications circulated in the form of physical editions of books, magazines, journals and newsletters.
“Product Line(s)” means a line of alphabet or letterform products such as stamps, die-cut products, stencil products, or adhesives stickers where the design of the Font itself is the primary or one of the primary selling points.
“Product” means individual customized physical products such as invitations, keychains, mugs, t-shirts, business cards or other physical items where the licensed Font is used in the design of the final product, but not including print materials other than Print Media or physical products where the Font is used in the design of logos or other material printed on the packaging and where the Font itself is not a primary selling point.
“Webfont” means a typeface installed with a web browser, and typically (although not always) designed for screen-use. The term is also used to describe typefaces that can be used by designers when authoring web pages.