Desktop End User License Agreement
Thank you for choosing to license a Sharp Type Co. font and typeface. By installing this Font Software, you are acknowledging that you have read, understand, and agree to be bound by the terms of this End User License Agreement (the “EULA” or “License”). This EULA is between you and Sharp Type Co. (“we”, “us” “Sharp Type” or “Licensor”). If you don’t understand any term of this License, or if you have any questions relating to your rights to use the Font Software, please contact us at info@sharptype.co.
License and Fee
You are licensing the “Font Software” from us. This non-transferable license is for either your personal use, or for use within your organization (and in certain cases, for your use on work product intended to be displayed outside your organization). Please note, however, you are not buying the Font Software from Sharp Type, and so, you may only use the Font Software as expressly permitted in this EULA. All rights that are not specifically granted under this EULA are reserved by us. The license will not be effective until our receipt of the license fee, which fee is a one-time payment and is deemed fully earned upon our receipt.
“Grant” and Permitted Uses
This EULA gives you the non-transferable and limited right to install and use the Font Software only on the number of CPUs (generally, computers or workstations) provided for in the license you have chosen (see licensing table here), and permits you to use the Font Software only as set forth below. If you would like to use the Font Software on more CPUs or for purposes that are not listed below, please contact us to obtain an addendum to this EULA.
Unless you have obtained such an addendum from us, this EULA authorizes you to use the Font Software only as set forth below:
I. Permitted “Static” Use
a. This license grants you the limited, non-exclusive and non-transferable right to use the Font Software to create certain print materials and “static” digital displays that are for use in connection with your own products, services or business (and not for third parties), as identified below. You also may use the Font Software to create print documents and materials (which, of course, are by their nature static.
b. The term “static” means that the Font Software is used in a format that permits only the viewing or display of the text, and that does not permit editing.
Therefore, although you may use the Font Software to create certain digital banners and logos, you may not “embed” the Font Software into any word processor or other software. If you are a designer or otherwise use the Font Software to create artwork or text, you may provide it to unlicensed parties (including your client) only in (i) a static raster image format (e.g., a PNG, JPEG, GIF or TIFF) or (ii) a static vector image format such as SVG, or properly embedded pdf provided that such format and/or file is “protected,” “subset embedded,” or “non-editable” for distribution on the Web or otherwise. This means that while the bitmap or outline may be edited- the actual text (or images of the letters/typographic symbols comprising the text) created by the Font Software must not be able to be modified or edited.
Examples of permitted use include, but are not limited to, the following:
print for use in and on physical printed publications, such as newspapers, newsletters, magazines, books or other paper publications or documents;your own point of sale displays (including without limitation promotional posters or playbills for your events, films, concerts and performances); your own signage; your own stationery (but not stationery for others’ use); physical album covers; promotional printed handouts; on product packaging for your own products (but not on any products themselves). You also are permitted to use the Font Software to create the following digital materials to advertise, promote or describe your or your organization’s own business: banner ads, signage, logos and graphics, as well as properly protected pdfs or SVG files, so long as these are static, as defined above.
c. Please also note that while this license permits you to create stationery, greeting or business cards, invitations to your organization’s (or your) own events, such as meetings, parties, reunions and weddings, you may not create stationery, greeting or business cards, invitations and other similar printed items for others’ use or for commercial sale. In order to obtain a license which would permit you to make customized stationery and printed materials for others’ use, please contact us.
d. Please also note that unless you create “static” images of entire documents to be displayed on the Web or other digital medium, this license does not grant you and rights to use the Font Software for “webfont” or other digital use. If you are interested in using licensing the Font Software for webfont or software application (i.e. app or gaming) use, please see our other license offerings or contact us.
II. Permitted Non-Static Usea. This license grants you the limited, non-transferable right to use the Font Software to create certain non-static digital materials so long as these materials are solely used within your own organization.
b. Provided that use is within your own organization, you may use the Font Software to create digital documents, memoranda, mock-ups, and power point presentations, for use “in house” (i.e. within your organization), so long as these materials and presentations are not distributed to third parties, such as your clients or the public. Outside your own organization, however, anyone seeking to edit such documents or in any way access on their own CPU will require their own separate license.
III. Third Party Recipients of Embedded Font Software
a. Please note that if you want to send your client or any third party (apart from a commercial printer, as provided below) an embedded version of the Font Software or a copy of the software itself, your client or such third party will need to purchase its own license to use the Font Software. Similarly, if you are a person or company that hires a design studio to create a project for you, you are not permitted to share the Font Software – in embedded form or otherwise - with the design studio except in a static image/format, as described above, unless the design studio has separately licensed the Font Software from Sharp Type.
b. Limited Use for Printers. Notwithstanding the foregoing, this license permits your provision of a single copy of the Font Software to a commercial printer for purposes of printing any bona fide “permitted use” of the Font Software (i.e. on packaging, brochures, promotional posters, etc.), provided that the printer shall delete the single copy provided to it immediately after use for your print project/ job. The printer, of course, may not duplicate or use the Font Software for any other purpose, without obtaining its own separate license.
Restrictions on UseYou agree and as a condition of being granted the limited license under this EULA, the Font Software licensed to you shall not be:
a. embedded into any other software, restricted or improperly embedded pdfs or other electronic document (as described above) or application;
b. used to create decorative or other text on the surface of, or comprising any product offered for sale or to third parties, or as a product configuration (such as on electronics, smartphones, non-paper merchandise, personalized t-shirts, mugs bearing slogans or text), provided, however that those uses on stationery and paper products that are expressly listed above in Paragraph I (b) (such as use for magazines, newspapers, or on product packaging), are permitted and shall not be subject to this prohibition.
c. used as part of any digital or other user interface or as an embedded or editable font or typeface for any product or digital document or file; the Font Software also may not be used to create static images of typographical letters, characters, or symbols in such a way as to effectively enable embedding or editing, where embedding and editing are prohibited;
d. rented, leased, sublicensed or sold;
e. decompiled, "reverse-engineered", disassembled, or otherwise accessed in any way in order to derive the source code for the Font Software;
f. altered in any way, including, without limitation, having any of its files or libraries in any portion of the Font Software altered;
g. modified or used to create any derivative work. (“Derivative work" shall mean data (including any typefaces) based upon or derived from the Font Software, or any portion of the Font Software, in any form in which such data may be recast, transformed, or adapted, including but not limited to data in any format into which Font Software may be converted).
h. copied in whole or part (except to the extent that licensed use inherently demands for technological reasons) or
i. used in any manner that is not expressly provided for in this EULA and your particular purchase of single or multi-user license .
If you would like to use the Font Software for any of the above prohibited uses, please contact us at info@SharpType.co for information on how to get a license upgrade.
Restrictions on Transfer
Unless otherwise stated in writing by us, this license to use the Font Software is exclusive to you or your organization, and if it is a multi-user license, is limited to the number of users you have selected from the Sharp Type licensing table. Because our business is to license the Font Software to others, you may not assign this EULA or otherwise sublicense, transfer, loan, rent, assign or otherwise make the Font Software available for others’ use or display without Sharp Type’s written consent. This prohibition also applies to your making the Font Software available for others’ use or access through a server, network, intranet or other method.
Use with or by your parent companies, affiliates or subsidiaries is not considered to be use “within your organization” and will require a license addendum.
If multiple users are provided for by your License, you may install and use the Font Software on a (“LAN”), so long as (i) your use does not exceed the number of users permitted by the license and (ii) those persons using the Font Software are employees of your organization. You agree that you shall not, under any circumstances, host the Font Software in the cloud or any enterprise server or otherwise make the Font Software available on the internet. You may, however, store the Font Software for your permitted uses in Dropbox or via other cloud-based service, so long as you do not provide access to any person(s) who do not have a license to use such Font Software (e.g., if you have a multiple user license, each user, and no other person(s) may obtain a copy such Font Software via such cloud service).
Intellectual PropertyThe designs embodied in the Font Software and any trademarks associated therewith are the exclusive property of Sharp Type and/or its designers, and are protected by the copyright, trademark and other intellectual property laws of the United States, by the copyright and design laws of other nations, and by other international treaties. If you modify, alter or “improve” the Font Software in any way, you will have violated this license, and in addition to any other remedy available to Sharp Type, you agree and acknowledge that all such modifications shall be considered “derivative works” of the Font Software, and shall be owned exclusively by Sharp Type.
If you use the Font Software in a manner or for a purpose where design credits are displayed, credit for the typeface must be provided by font name and to “Sharp Type Co.”
AuditWe may, at any time, request an audit in order to confirm that you are complying with the terms of this EULA. In such a case, within 10 days after receiving a notice of audit from Sharp Type, you will provide a complete accounting of the computers, servers, websites, applications or other sources where the Font Software may reside, be saved or be accessed, (with appropriate identification information, including serial or other identifying numbers) upon which you have installed the Font Software, certified by an officer of the company, and you will permit Sharp Type or its designated agent to inspect the Font Software and your facilities, machines, and records to verify your compliance with this EULA. Any such inspection will take place only during your normal business hours and upon no less than ten (10) days prior written notice from Sharp Type. In the event that this EULA is terminated for any reason, you will permit the same access as set forth above for a period of one (1) year after termination, in order to confirm your compliance with the termination of this EULA.
Sharp Type will give you written notice of any noncompliance that is revealed by the audit, including the number of underreported units of the Font Software, and, in addition to any other monetary or other remedies that Sharp Type may have, you will make payment to Sharp Type within fifteen (15) days in connection with the applicable units of the Font Software. If the shortfall in the amount payable by you exceeds five percent (5%) of the license fee contemplated by this EULA, you will also be responsible to pay Sharp Type’s costs and expenses (including its legal, accountant, and consultant’s fees) incurred in such inspection and enforcement. Upon request by Sharp Type, you will provide to Sharp Type via email copies of any and all data files related to Your use of the Font Software, including all copies of the Font Software or provide us with remote access to such data files on Your computer system.
Disclaimer of Warranties and Limitation of LiabilityWe take great care to provide Font Software that is engineered in accordance to the standards of the industry; even so, however, software and computer systems are rarely perfect, and the Font Software is provided “as is”, and Sharp Type, to the maximum extent provided by applicable law, disclaims all warranties, express or implied, whether these are warranties of “merchantability” or of “fitness for a particular purpose”, or otherwise with respect to the Font Software. Without limiting the foregoing, we do not warrant that the Font Software will operate uninterrupted or error-free, and we will not be responsible for any failure of the Font Software to operate with any system(s) or computer program(s) or accessories you may have. We further will not be responsible for any damage to your hardware, systems, or disclosure or loss of data, profit or goodwill, and Sharp Type also will not be responsible for any lack of legibility of any text or typeface produced by the Font Software.
In the event that, within ten (10) days after the effective date of this Agreement the Font Software provided to you is discovered to be corrupted or otherwise flawed through no act or omission on your part, and provided that such defect can be reproduced by Sharp Type during its review of the Font Software, we may, in our sole discretion, elect to either provide you with a replacement copy of the then-current Font Software, or refund to you the License Fee we have received from you. This replacement or refund shall take place in due.
Notwithstanding the foregoing, and any other provision in this EULA, Sharp Type’s maximum total cumulative liability arising from the Font Software under any type of claim (i.e. whether tort or breach of contract) shall not exceed the License Fee that we have received from you in connection with this EULA. This limitation of liability includes any claims or any conditions of which Sharp Type may have been advised beforehand. Sharp Type is not obligated for any reason to issue any patches or upgrades to the Font Software, but if it does, such upgrades or patches shall be governed by this EULA or any subsequent EULA then in effect.
The full measure of any remedy for Sharp Type’s violation of this EULA or of any warranty included in this EULA is the correction or replacement of the Font Software, or, at Sharp Type’s absolute discretion, a refund of your License Fee.
In the event that a third party brings a claim against us in connection with your use of the Font Software or this EULA, you agree to indemnify and hold Sharp Type harmless from all claims, judgments, liabilities, expenses, or costs arising in connection with such claim.
TerminationPlease be advised that Sharp Type may terminate this EULA if you violate any of the terms and conditions stated herein. Such termination will be effective immediately upon your receipt of written notice from Sharp Type (which may be given by email). Upon termination of this EULA for any reason, you must delete and otherwise destroy the Font Software and any unauthorized derivatives of such software in your possession and control, and you shall promptly submit a declaration signed by an officer of your organization (or you, if use is personal), certifying such destruction and/or deletion, and further certifying that the Font Software has not been made available by you to any unlicensed person or third party. The termination of this or any other EULA by Sharp Type shall be without prejudice to Sharp Type’s entitlement to damages in connection with any violation of this EULA. No pro-rata portion of the license fee you have paid will be provided upon termination for any reason.
In the event that you violate this EULA (including the termination or audit provisions), you agree to pay Sharp Type’s reasonable attorneys fees incurred in connection with an investigation or action or proceeding arising from such violation. This provision will survive termination of this EULA for any reason.
General Terms
Governing Law, Jurisdiction This EULA is governed by the laws of New York, without regard to New York’s conflict or choice of law provisions. Any action or proceeding arising from this Agreement will be heard exclusively in the courts located in the City, County and State of New York.
SeverabilityIf any provision of this EULA shall be held to be invalid or unenforceable, the remainder of this EULA shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
AmendmentThis EULA may not be modified without the written consent of Sharp Type Co; however, Sharp Type reserves the right to unilaterally amend the terms of this EULA to take into consideration such changes. Notwithstanding the foregoing, however, in consideration of the fact that (a) this License is not limited to a specific duration (so long as you comply with its terms), and (b) technological innovations and advances (including, for example, 3-D printing and holograms technology) may materially impact various provisions of this agreement, we reserve the right, from time to time, to unilaterally modify the terms of this License in order to preserve its original intent and use, and to update any provisions that might be impaired, or rendered obsolete or incomplete by changing technology or new digital or physical formats. Any such changes shall be effective the earlier of the date of publication of any notice of the amendment on our website or email sent to the address you provide us at the time of your license (or as you may update).
MergerThis EULA (and any addenda purchased or provided herewith) constitutes the entire understanding between you and Sharp Type, and supersedes all previous agreements, promises, representations and negotiations between you and Sharp Type concerning the Font Software.
Assignment While your obligations under this EULA are binding on your heirs, successors and assigns, please note that you may not assign or transfer this EULA – even to a successor in interest to your organization, any parent company, or other business. On the other hand, Sharp Type reserves the right to assign its interests under this EULA and the Font Software in its sole and absolute discretion.
WaiverSharp Type Co.’s failure to enforce any provision of this agreement will not constitute a waiver and, in fact, no waiver of any provision or right set forth in this EULA will be effective unless set forth in a writing signed by the party against whom the waiver is to be enforced.
Thank YouThank you for choosing to license a Sharp Type font. We sincerely hope that you will think of Sharp Type Co. in connection with your future (expanded) typeface needs. If you have any questions about this EULA, please email us at info@sharptype.com, and we will do our best to provide you with the information and support to get the right license for your needs.
