TRIAL LICENSE AGREEMENT

Thank you for choosing to license a Sharp Type Co. font and typeface.  By installing this Trial Font Software, you are acknowledging that you have read, understand, and agree to be bound by the terms of this Trial/Evaluation License Agreement (the “Trial License” or “Evaluation License”). This Trial License 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 Evaluation Software (or “Trial Fonts” or “Software”) or would like to obtain a license to permit use of the actual font software, please contact us at licensing@sharptype.co.

1. Acceptance
   Sharp Type is willing to license the Trial Fonts to you only on the condition that you accept all of the terms in this agreement. By installing and accessing or otherwise using the software, including any updates, upgrades, or newer versions, you acknowledge that you have read this agreement, understand this agreement, and that you agree to be bound by all of the terms of this agreement.
2. License Grant
   Subject to the terms of this Evaluation License, Sharp Type grants to You, during the Term, a limited, revocable, non-exclusive, non-transferable, non- sublicensable license to use the Trial Fonts for use only on a maximum of five (5) CPUs (computers, whether free-standing or connected to a network) within your organization, and for the sole purpose of your evaluation of the fonts/typeface developed by Sharp Type and your (or your client’s) potential license of a full license for use of the Font Software made available by Sharp Type.
   
   You acknowledge that the Trial Font provided to you under this Evaluation License will not enable you to create a complete set of characters, symbols, glyphs, letters, or punctuation (collectively referred to as “Characters”), and is limited to those Characters that Sharp Type has, in its sole discretion, elected to make available to you in order to evaluate the Trial Font and Sharp’s typeface.
   
   You agree and acknowledge that you may only use the Trial Font for the purpose of evaluating the font (whether for your use or your client’s use) and solely for Your own personal use or, if you are an employer, employee, independent contractor, artist or designer, for internal business or professional purposes in accordance with the terms and conditions of this Agreement. You agree that you will not use the Trial Font or any Characters created by it in a commercial or production environment; provided, however, that if you are a designer or studio, you may show static renderings or content using Characters created with the Trial Font for purposes of a client’s evaluation of the typeface in anticipation of a license (and not for other purpose), and that you will not otherwise incorporate, or otherwise use any Characters made available to you in the Trial Font for any public display (i.e. display outside of your company or organization).
   
3. Restrictions on Use
   

   You acknowledge that the Font Software and the source code thereof constitute valuable copyrights and other intellectual property of Sharp Type. Accordingly, except as expressly permitted herein or as otherwise authorized by Sharp Type in writing, You will not, and will not permit any third party to (a) modify, adapt, alter, translate, or create derivative works from the Trial Font; (b) sublicense, lease, rent, loan, sell, distribute, make available or otherwise transfer the Trial Font to any third party; (c) reverse engineer, decompile, disassemble, hack or otherwise attempt to derive the source code for the Trial Font, or to evade the technological or legal restrictions of any performance or content; (d) use the Test Font in any way to emulate, mimic, or otherwise as a substitute for the Font Software, including, without limitation, any “outlining” or other “hack” that circumvents the letter and/or intent of this Agreement; and (e) otherwise use or copy the Trial Font except as expressly allowed hereunder. You may not disclose to third parties or through publication the results of performance/benchmark tests run on the Trial Font without the prior written consent of Sharp Type.

4. No Support
   Sharp Type has no obligation under this Agreement to provide any support or consultation concerning the Trial Font; provided, however, Sharp Type may, in its sole discretion, provide You with certain support and consultation free of charge to assist in Your evaluation activities under this Agreement. The furnishing of such support or consultation will not subject Sharp Type to any liability, whether in contract, tort or otherwise.
   
5. Term and Termination
   This Agreement is effective upon acceptance by You and shall continue unless and until sooner terminated by Sharp Type, which termination may be effectuated for any reason, and upon 30 days’ written notice. You may terminate this Agreement at any time by destroying the Trial Font, and by notifying Sharp Type at licensing@sharptype.co.
   
   If You breach any provision of this Agreement, this Agreement will automatically terminate. The provisions involving Intellectual Property, Limitation of Liability, Restrictions on Use or Transfer, and General Terms shall survive termination or expiration of this Agreement for any reason.
   
6. Restrictions on Transfer
   Because our business is to license font software to others, you may not assign this Evaluation License or otherwise sublicense, transfer, loan, rent, assign or otherwise make the Trial Font available for others’ use or display, including through a server, network, intranet or other method, without Sharp Type’s written consent.
7. 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.
8. Disclaimer of Warranties and Limitation of Liability
   

   We take great care to provide Font Software that meets or exceeds the standards of the industry; even so, however, software and computer systems are rarely perfect, and therefore the Trial Font 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 Software. Without limiting the foregoing, we do not warrant that the Trial Font will operate uninterrupted or error-free, and we will not be responsible for any failure of the Trial Font 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. Sharp Type also will not be responsible for any lack of legibility of any text or typeface produced by the Trial Font.
   
   Notwithstanding the foregoing, and any other provision in this agreement, Sharp Type’s maximum total cumulative liability arising from the Evaluation Software under any type of claim (i.e. whether tort or breach of contract) shall not exceed the cost to Sharp Type to provide You with a replacement Trial Font software. The sole remedy recoverable by You in connection with this Trial Font shall be Sharp Type’s provision to you of a replacement Trial Font, at no charge. This limitation of liability includes any claims or any conditions of which Sharp Type may have been advised beforehand.

9. Termination
   Please be advised that Sharp Type may terminate this Evaluation License 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 license for any reason, you must delete and otherwise destroy the Trial 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 Trial Font has not been made available by you to any unlicensed person or third party. The termination of this or any other agreement by Sharp Type shall be without prejudice to Sharp Type’s entitlement to damages in connection with any violation of this agreement.
   
   In the event that you violate this agreement (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 agreement for any reason.
10. Miscellaneous/Legal
    
1. Governing Law, Jurisdiction. This Evaluation License 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.
   
2. Severability. If any provision of this Evaluation License shall be held to be invalid or unenforceable, the remainder of this Evaluation License 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.
   
3. Amendment. This Evaluation License 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.
   
4. Merger. This Evaluation License (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.
   
5. Assignment. While your obligations under this Evaluation License are binding on your heirs, successors and assigns, please note that you may not assign or transfer this Evaluation License – 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 Evaluation License and the Font Software in its sole and absolute discretion.
   
6. 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 Evaluation License will be effective unless set forth in a writing signed by the party against whom the waiver is to be enforced.
   
11. Thanks! 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 licensing@sharptype.co, and we will do our best to provide you with the information and support to get the right license for your needs.