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 have any questions relating to your rights to use the Font Software or would like to obtain an addendum to permit any use not included here, please contact us at email@example.com.
- License and Fee
You are licensing the “Font Software” from us with your full payment to Sharp Type of the desktop license fee in the amount that you agreed upon (the “Desktop License Fee,” and as may be modified based on the number of total CPUs you specified (and paid for) in accordance with the license table, this non-exclusive, 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. If you exceed your currently licensed tier (i.e. If you exceed the number of CPUs on which the Font Software is used, you must upgrade to the correct tier online.
This EULA gives you the non-exclusive, 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. If you would like to use the Font Software on more CPUs than are set forth in your license table or for purposes that are not listed below (or which are expressly prohibited below), please contact us to obtain an addendum to this EULA.
- Permitted Uses
This EULA authorizes you to use the Font Software only (I) to create certain “static” digital displays and printed materials, and (II) for limited “non-static” uses. The following uses are expressly permitted under this Agreement (and all other use is prohibited and reserved to Sharp Type, unless you have an addendum or another applicable license from us):
A. Permitted “Static” Use
i. This license grants you the limited, non-exclusive and non-transferable right to use the Font Software to create certain printed materials and “static” digital displays that are for use in connection with your own goods, services or business (and not for third parties), as identified below.
ii. The term “static” means that the Font Software is used in a format that permits only the viewing or display of the text, and which does not permit editing. Printed materials are, by definition, “static,” but with respect to digital use, you may only create content using the Font Software that does not permit editing. For example, to create certain digital banners and logos, you may provide such materials 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 EPS, or a properly embedded pdf provided that such format and/or file is “protected,” “subset embedded,” "read-only" or “non-editable” for distribution on the Web (or any other medium). However, you may not:
-- “Embed” the Font Software into any website, application, device, or other software, or
-- Create any form of "selectable" or "editable" or "live" type, or
-- Use the Font Software to print or display any other text on retail products or any other product incorporating, displaying or consisting of lettering created by the Font Software. (While this license permits you to use the Font Software to print or display solely your trademark/logotype on actual physical products as a “source-indicator” you are not permitted to use or display text that is ornamental, even where such ornamental text may be your logotype or other trademark.)
iii. 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, apart from the limited use set forth in subsection ii(3), above),
-- Your own greeting or business cards, invitations to your organization’s (or your) own events, such as meetings, parties, reunions and weddings so long as they are not printed items for others’ use or for commercial sale.
-- You also are permitted to use the Font Software to create the digital materials (so long as they are “static”, as defined above) to advertise, promote or describe your or your organization’s own business, such as banner ads, signage, logos and graphics.
iv. End-User License Required.
Please note that if you use this license to provide artwork or text created using the Font Software to an end-user, such as a client or customer, such end-user must have a separate license to display, reproduce, or otherwise use the content created by the Font Software in connection with the end user's brand or business.
-- If you are a designer or otherwise use the Font Software to create artwork or text for others, you may provide static examples of such artwork or text created to your unlicensed clients or customers only for the purposes of such unlicensed client's or customer's internal evaluation of that artwork or text (and not for display or any other use, publicly or otherwise).
-- If you seek to have one or more third party, such as a designer or other contractor create artwork or text using the Font Software for you or on your behalf, all designers or other contractors must have their own separate license to do so - and cannot simply use your license.
-- Small Printer Exception. Sharp Type supports small businesses, and, notwithstanding the limitations set forth above, owners of small print shops (defined as those having fewer than ten (10) full or part-time employees) may use the Font Software under this license to create and sell non-commercial printed products directly to individuals (such as wedding invitations, signs, neighborhood newsletters, and other non-commercial materials).
B. Permitted Non-Static Use
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 and displayed within your own organization. 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 solely “in house” (i.e. within your organization), provided that you do not distribute to the users of any non-licensed CPU, any packaged or embedded copies of the Font Software. These materials and presentations containing non-static type also may not be distributed to third parties, such as your client(s), unless each client/recipient has the appropriate license to use or display the Font Software.
C. Third Party Recipients of Embedded Font Software
i. Most Third Parties Need a Separate License. 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 company (or person) 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. If you will distribute the font(s) to third party vendors in connection with work to be performed directly related to your licensed brand, please contact us at firstname.lastname@example.org in order to obtain a license that will cover distribution to third parties; alternatively, each third party vendor that will access or use the Font Software in connection with providing you with work product will have to obtain its own license to do so.
ii. 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.
- Specific Restrictions on Use (i.e. What Uses Are Prohibited)
A. This is not an “Application”, “Webfont” or “eBook /ePub” license, and therefore, You agree that you will not embed the Font Software into any software application, eReader document, or use it for creating or displaying any content on the internet (unless in the “static” formats and in keeping with the limitations set forth above). This License does not permit you to use the Font Software to create content in HTML 5 Web Banners; if you seek to do so, or create any non-static web banner, you must purchase a Webfont license.
B. 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, webcast, IPTV, OTT or other television, any online subscription-based services (such as NetFlix or Hulu), pre-roll for YouTube or other video sites, videos broadcast or made available on social media platforms, or celebrity webseries, whether on the Internet or broadcast through other media.
C. We offer licenses for most of the above-uses available on our website, or, if you are seeking “broadcast” or “webcast” or Application rights, please contact us at email@example.com.
- General Restriction on Copying and
A. No Transfer/Copying. 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.
B. Restrictions as to Number of Users (CPUs)
If this is a multi-user license, it is limited to the number of users you have selected from the Sharp Type licensing table, and you may install and use the Font Software on a “LAN” (Local Area Network), 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.
Cloud Hosting Restrictions.
You agree that you shall not host the Font Software in the cloud or any enterprise server except for the limited purpose of making the Font Software available to any CPUs accounted for by this License. This permission is granted in order to facilitate your use; however, you may not use networks or cloud services in order to amplify the number of users of the Font Software. If you choose to take advantage of this permission:
(i) each person accessing the Font Software via such server must be accounted for by the CPU number you selected when purchasing this License, and
(ii) each CPU must be a dedicated licensee of the Font Software
[For purposes of illustration, if you permit CPUs 1, 2 and 3 to use the Font Software under a 3-CPU license, you may not then make the Font Software available to CPU 4 just because CPU 1, 2 or 3 may not be using the Font Software at the same time CPU 4 may be using it. Instead, you will need to increase the designated CPU numbers in order to permit CPU 4 (or any other CPUs apart from 1, 2 and 3 to use the Font Software].
- Intellectual Property
The 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. You are permitted to use the Font Software to create logotypes, but you may not alter the Font Software; this License does not prohibit your changing the font artwork (for example to stylize) for your Logotype, and distributing in a rasterized format, after it has been created with the Font Software.
Please note: 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.”
- 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.
A. 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. You further 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.
B. 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.
C. 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 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), and 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.
D. 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.
E. Merger. 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. If this EULA constitutes an upgrade from an earlier EULA you may have entered into, it supersedes all of the prior licenses or agreements between you and Sharp Type concerning the Font Software for the use permitted herein, and represents the entire agreement between you and Sharp Type in that connection.
F. 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.
G. 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.
H. 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. V6