Software Application End User License Agreement (“App License EULA”)
Thank you for choosing to license a Sharp Type Co. font and typeface. This is a license agreement (the “Agreement”) effective from date of purchase between You (collectively hereinafter, “Client”, “Licensee”, “you” or “your”) and Sharp Type Corporation (hereinafter, “Sharp Type”, “Licensor”, “we”, “us” or “our”), a New York corporation. In accepting their terms of this agreement, Licensee acknowledges its understanding and promises to comply with its terms.
License and Fee
You are licensing the “Font Software” from us:
with your full payment to Sharp Type of the software application license fee in the amount you agreed upon (the “Software Application License Fee,” as may be modified based on the number of applications in which the Font Software is embedded), for the fonts and provided that the Font Software is embedded only into a single application, as described herein, and does not exceed the total number of monthly active users (as defined below), which you specified (and paid for) in the license table, this non-transferable license is for either your personal use, or commercial use of the Font Software to embed the Font Software into certain software applications in order to display the typeface on digital displays or GUIs. Monthly Active Users ("MAU") shall mean those unique users who in any given calendar month (i) have downloaded the Application plus (to the extent that such users are not double-counted) (ii) any users that have interacted (in relation to the Application or its operation) with any server, website, cloud server or service relating to or otherwise have demonstrated that they have used the Application, locally or otherwise, during the same calendar month as (i). For avoidance of doubt, if you provide MAU numbers to any advertisers, financing sources or other third parties, the greater of (a) your representations of such MAUs to such third parties or (b) your internal calculation of MAUs shall be used by you for purposes of the license table, and corresponding fee.
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 the terms of this EULA are accepted and the one-time license fee is paid in full, which fee is non-refundable, and 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 to:
Embed the Font Software into a single software “Application”. For purposes of this EULA, an “Application” is a single software program (such as, without limitation, an iPhone or Android App, a software application running on a tablet device, a video game, or POS software, whether or not running on a dedicated device). If such software program is made available and modified solely for technical purposes to enable it to be executed on a variety of operating systems or platforms – for example, iOS, Android and Windows versions of the same software program - all of the various versions of such software program shall be considered one “Application” for purposes of this Agreement; furthermore, to the extent that the Font Software Is not embedded into the Application, but is accessed by the Application, this EULA grants a license solely to the extent that a single software application can access the Font Software;
Use or make available the Application in a secure manner, meaning one in which an End User cannot modify the Font Software or access the Font Software outside of the Application (i.e. the Font Software may not be installed on or embedded into the operating system the Application is running on). Please note that you may only embed the Font Software into any Application whose main functionality or purpose is to display already-existing text or written content, but which cannot be used to create, or edit text or typefaces (i.e. this is a license for of the typeface or electronic publishing, and not a license that permits use of the font software for word processing).
Use Limited to Active Users. Your use of the Font Software shall further be limited to that number of Monthly Active Users (MAUs) you indicated/selected in your order form when licensing the Font Software. Monthly Active Users (MAU) is the number of unique users who have accessed, interacted with or used the App during any calendar month. If the number of MAUs exceeds the designated amount, you must purchase an upgrade which accounts for those additional Active Users. Please note, however, that you are solely responsible for selecting the number of MAUs to which this License applies, and you shall not be entitled to any refund, credit or discount in the event that such MAUs are fewer than the number you selected in your order form. Please note that in the event that you may permit others to use the Application in a hosted environment or via API or similar technology which permits a copy of the Application to be used or accessed by multiple users (whether at the same time or otherwise): (a) you must inform us and obtain written permission in advance for such use (email notification will suffice, provided we receive the email), (b) you must have and implement a reliable and accurate method to track the number of discrete users that are granted access to the Application, and (c) in such case, each particular user/individual that may be granted access to or use of such Application shall be counted as an “Active User” for purposes of the MAUs you indicate on your order form.
Third Parties Need a Separate License. Please note that this license is for software companies developing their own Applications. If you are a development, creative studio or other firm, and have a license for the Font Software but are developing the Application into which the Font Software will be embedded for a third party, please note that your client or such third party will need to purchase its own license in order to use/display the Font Software in its Application. Similarly, if you are a company (or person) that hires an outside developer or a creative/design company (or other third party) to create or contribute to an Application for you, into which the Font Software will be embedded, you are not permitted to share the Font Software – in embedded form or otherwise - with that developer or creative/design company (or other third party) except in a static image/format, as described above, unless you are in full compliance with the Limited Use exception below.
Limited Use for Designers/Creative Studios. Notwithstanding the foregoing, this license permits your provision of a single copy of the Font Software to a commercial software developer or design studio (the “Designer”) solely for purposes of loading and using the Font Software single computer or CPU (and not a server) and for use by one person, to create or develop the software in connection with which you are obtaining this License. Please note that the developer or creative studio must delete its single copy provided to it immediately after use for your software project/ job, and may not duplicate or use the Font Software for any other purpose, without obtaining its own separate license. Because the Designer will have received the copy of the Font Software from you, both You and the Designer will be responsible/liable for full compliance with this paragraph, jointly and severally, and you (in addition to the Designer) will be responsible for any violation by the Designer.
Specific Restrictions on Use (i.e. What Uses Are Prohibited)
This is not a “Desktop”, or “Webfont” license, and does not grant any rights for the use of the Font Software to create documents, stationery, signage for printing, any embedded static documents, or for use in presentations (such as Power Point or similar software), for publishing text or images on the Web (apart from as part of a display of web-based software applications). Thus, if you have a web-site promoting the Application, you will require a separate applicable license – in such case, a Webfont license.
This also is not a “Broadcast “or “Webcast” license, and therefore grants no rights to the Licensee to use the Font Software to create text that will be displayed or used in audio-visual works (including video) broadcast via network, cable, satellite or other television (or any such channel’s online website(s)), any online subscription-based services, (such as Netflix or Hulu), or celebrity webseries, whether on the Internet or broadcast through other media. Licensee shall have a limited right to use the Font Software to create text displayed on non-subscription or non-pay-per-view services, such as Youtube, provided that such use is limited to infomercials for the Licensee’s own products, or other tutorial or advertorial use relating to the Licensee’s own products. In the event, however, that your Application enables the broadcast or webcast of audio-visual works, you may use the Font Software in connection with the interface of such Application (but not in the actual audio-visual content provided). In the event that you may be developing an Application that is in the nature of, or enables, viewing of video content, this License does not permit the display of the typeface generated by the Font Software in the content (and only permits display of the typeface within the Application's own graphic user interface). Any publisher of content that displays the typeface created by the Font Software will require their own Broadcast or Webcast license.
This is also not an Operating System license and therefore grants no rights to the Licensee to use the Font Software to create text that will be displayed or used in Operating Systems (such as Xbox or Apple), therefore this license only permits the embedding of the Font Software into certain software applications designed for those Operating Systems, and not the Operating Systems themselves.
We offer licenses for most of the above-uses available on our website, or, if you are seeking “broadcast” or “webcast”, or Operating System rights, please contact us at email@example.com.
General Restriction on Copying and Transfer. You agree that you will not, directly or indirectly, rent, lease, sublicense, transfer, host, make available or sell the Font Software to any third party (except as specifically permitted in this Agreement), nor will you make any use of the Font Software in competition with the business or patronage of Sharp Type. You further agree that the Font Software shall not be copied (except as expressly permitted here), in whole or in part, decompiled, "reverse-engineered", disassembled, altered, or otherwise accessed in any way in order to derive the source code for the Font Software or used in any way to create a derivative work, and that you also will take commercially reasonable precautions to secure the Font Software to prevent unlicensed end users from accessing the Font Software and using it in violation of this Agreement. If you do provide or make the Font Software available to unlicensed users in violation of this Agreement, you agree that you will indemnify Sharp Type of and from all losses in connection with such unauthorized distribution or use of the fonts, including without limitation, Sharp Type’s lost licensing fees and costs and expenses of enforcement (including without limitation attorneys fees).
The Font Software and typefaces and designs rendered thereby or embodied therein, and any associated trademarks are the exclusive property of Sharp Type and/or its designers, and are protected by laws of the United States pertaining to copyright, trademarks and other proprietary or intellectual property rights, by the copyright and design laws of other nations, by international treaties and by contract. You agree that you will not claim any rights in the Font Software and any related or derivative fonts, or challenge or contest the validity or exclusive ownership of the Font Software and such related or derivative fonts by Sharp Type anywhere in the world, whether during or after the termination of this Agreement. 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. You also will refrain from claiming credit for or otherwise branding or assigning the Font Software a name that is publicly visible and which conveys the impression that the Font Software is somehow exclusively created, licensed or owned by You or a party other than Sharp Type.
Please note: If you use the Font Software in a manner or for a purpose where design credits are displayed, for example in the end-credits for a video game, credit for the typeface must be provided by font name and to “Sharp Type Co.”
Disclaimer of Warranties and Limitation of Liability
We take care to provide Font Software that meets or exceeds the standards of the industry; even so, however, 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 for the disclosure or loss of data, profit or goodwill, or 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 course.
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 amount License Fee that we have received from you in connection with this EULA.
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.
Please be advised that Sharp Type may terminate this EULA if you violate any of the terms and conditions stated herein, and 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 will not entitle you to any pro-rata refund of any License Fee you may have paid, and will be without prejudice to Sharp Type’s entitlement to damages in connection with any violation of this EULA.
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, which courts will have personal jurisdiction over all parties hereto. Furthermore, to the maximum extent permitted by law, you agree that you will not initiate, participate in, or join as a class member, any class action or arbitration proceeding arising from or relating this EULA or the Font Software.
Severability. If 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.
Audit. We may, at any time, request an audit in order to confirm that you are complying with the terms of this EULA. Within 10 days after receiving a notice of audit from Sharp Type, you will provide a certified statement of (i) the computers, servers, websites, applications or other sources where the Font Software may reside, be saved or be accessed, (with all identification information, including serial or other identifying numbers), (ii) the locations (servers or sites) where the Application can and could, during the past (3 years) be accessed and/or downloaded, and (iii) during that same time period, provide a record of the downloads that may have taken place. For this purpose, you will permit Sharp Type or its designated agent to inspect (in person or via remote access) during normal business hours the Font Software and your facilities, machines, and records to verify your compliance with this EULA. In the event the audit reveals any noncompliance, you will make payment to Sharp Type within fifteen (15) days in connection with any applicable units of the Font Software, provided, however, that this will not limit Sharp’s rights and remedies. The obligations and terms set forth in this section will survive termination of this Agreement for a period of one (1) year.
Amendment. This EULA may not be modified without the written consent of Sharp Type Co. However, please note that, in consideration of the fact that (i) this License is not limited to a specific duration (so long as you comply with its terms), and (ii) technological innovations and advances (including, for example, 3-D printing and hologram 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 permitted 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 any email sent to the address you provide us at the time of your License.
Merger/Upgrade. This 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 and your rights to use the same. Specifically, if this EULA may be an upgrade of previously licensed rights, your prior EULA will be superseded in full by this EULA, but any riders or licenses that may not be the subject of an upgrade (for example, a rider or separate license for Desktop or Webfont use) will remain in full force and effect.
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.
Termination/Fees. 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 any audit, action or proceeding relating to such violation. This provision will survive termination of this EULA for any reason.
Waiver. Sharp 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 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 firstname.lastname@example.org, and we will do our best to provide you with the information and support to get the right license for your needs. V.5