Public Type LLC — End User License Agreement
ATTENTION, PLEASE: By confirming your acceptance of this end-user license agreement (“EULA”) on the Public Type website (which is a condition to receive the Font Software that is the subject of this License), you are acknowledging that the License is subject to the terms set out below, but the rights do not transfer to you until Public Type LLC. has received full payment of the license fee.
—Please note the “Secure Application Embedding” addendum below.
1. License Uses
a. Public Type LLC hereby grants this end user license (“License”) to you as Licensee, pursuant to which you have the non-transferable, limited and non-exclusive right to directly install solely on the maximum number of computers or other electronic devices (“CPUs”) entered in the Public Type purchase order receipt (“Confirmation”), and to use, reproduce and display, the font software identified in the Confirmation (“Font Software”) in the production of human-readable text. If a brand is identified in the Confirmation, the License is limited to uses associated with the brand. You are permitted to make two back-up copies of the Font Software to be used solely for archival purposes. This License is perpetual, subject to section 2(b).
b. This License is limited to the creation of non-embedded files, i.e., images created with the Font Software but that do not incorporate the Font Software and that permit only the viewing and printing (and not the editing, altering, enhancing or modifying) of the text or artwork after it is finalized by you. By “non-embedded,” we mean a non-font rasterized or outlined (vector-based) file format. For clarification, embedding of the Font Software is not permitted, by which the Font Software becomes part of other software, for example inside the CSS of a website. (For embedding or any other use not permitted by this License you must acquire a different type of annual license, see section 1(i).)
c. By way of illustration, you can upload an image created with the Font Software to your website, but you cannot embed the Font Software in the website. If you are a designer and use the Font Software to create artwork or text, you may only provide it to unlicensed parties (including your client) in a non-embedded format (e.g., a non-font PNG, JPEG, GIF or TIFF), a rasterized vector format (e.g., a PDF or EPS file created using the “Create Outlines” command in Adobe InDesign or Illustrator) or a secured format (e.g., a “protected,” subset embedded pdf or “non-editable” vector file for distribution on the web). If you want to send your client a file that permits the client to edit or modify the file using the Font Software, your client 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 with the design studio except in non-embedded image formats; designers who need to make edits using the Font Software must separately license the Font Software from Public Type LLC.
d. The Font Software is not permitted to be used in letter-form products and merchandise based on Public Type fonts, that is, products that reproduce or display font glyphs as aesthetic objects, as opposed to using the glyphs for language-based communication. A special License must be negotiated directly with Public Type for these sort of products. Examples of letter-form products that are not in compliance with this License are, but not limited to: t-shirts, letters shaped as or displayed on stickers, pillows and chocolates, and as house numbers or alphabet soup noodles.
e. Any number of CPUs up to the licensed maximum may access and operate the Font Software for desktop use, so long as the CPUs are owned by you or the business/brand and are being used by you, employees of the business/brand, or your direct employees. If you host the Font Software on a server for desktop use, non-licensed CPUs must not be given server access to the Font Software, and the number of licensed CPUs must equal at least the server CPUs plus all CPUs that have the permitted access. If you intend to install the Font Software on virtual machines for use by your employees, the number of licensed CPUs must equal at least those virtual machines plus the number of server CPUs that host the virtual machines. If you give away or sell a CPU, you must remove the Font Software from it before doing so. You are responsible to ensure that all persons who operate your licensed CPUs abide by this License.
f. You may open the Font Software in a font or text editor solely in order to look at it. You are prohibited from decompiling or disassembling the Font Software for the purpose of converting, porting, adapting or modifying it in any manner. If you want to modify a glyph, “swap” alternates or move characters to different Unicode positions, it is subject to permission granted by Public Type LLC, and design work must be done by Public Type. Any violation of this provision will render you liable for damages calculated on the basis of Public Type’s highest charges for font software development and the license for the use.
g. You are prohibited from distributing, transmitting, leasing, loaning, selling or sub-licensing, in whole or in part, the Font Software, to any third party (which includes a subsidiary, affiliate, franchisee, assignee, customer or agent). You are required to implement reasonable security precautions, protocols and protective measures to prevent the unauthorized use, distribution, duplication, transmission or dissemination of the Font Software.
h. As courtesy exceptions to section 1(a), (c), (d) and (g), you are permitted to provide non-editable PDFs to unlicensed users; and you may also provide the Font Software, or editable PDFs or live mechanicals containing the Font Software, to unlicensed 2D printing vendors to reproduce jobs specified by you, so long as you ensure that the vendors delete or return the Font Software to you at the conclusion of rendering services.
i. Use or distribution of the Font Software that is not specifically permitted in section 1 must purchase a separate web or application embedding license that requires annual accountability of usage/views. Users must comply with those separate licenses issued by Public Type LLC to embed or distribute the font software. These licenses can only be issued to the person or entity that owns the business or brand associated with the licensed use. This means, for example, that if a business or brand owner employs a website developer, an license for web embedding can only be issued in connection with a license granted to the owner, not the developer’s license.
2. Changed Terms
a. Since it is not possible to foresee technological innovations that may materially impact usage of the Font Software (such as the invention of 3D printing), and in consideration of the fact that Public Type LLC does not limit this License to a specific term of years, Public Type reserves the right to unilaterally amend the terms of the License insofar as any provisions herein are rendered obsolete or incomplete by new or changed technology, effective as of the date of publication of notice of the amendment on Public Type’s website.
b. In the event of multiple license purchases over time by you for the same Public Type LLC font(s) (such as for additional styles or CPUs or the expansion of usage rights), if there are any differences in the terms between or among the EULAs issued in connection with the purchases, Public Type will have the right to require that the terms in the latest EULA govern the entirety of your licensed uses of all Font Software supplied to you. Public Type may also impose consistent EULA terms on any related entities (such as foreign affiliates or franchisees) that place orders for the same Font Software.
c. Public Type LLC is not obligated to provide upgrades or updates of the Font Software for any reason. If upgrades and updates are offered, they will be the subject of a new license, which may have new terms and/or fees. Your acceptance of an upgrade or update will automatically terminate this License and your right to use the version of the Font Software covered by this License.
3. Violations; Termination
a. If during the period of the License Public Type LLC so requests, you are required to provide complete, accurate answers to Public Type’s questions concerning equipment in which you have installed the Font Software and uses to which the Font Software has been put, certified by an officer of the company. In addition, upon at least 10 days’ advance notice, Public Type may, either through its own employees or through a third party designated by Public Type, inspect your records and equipment to verify compliance with the terms of the License. Public Type will treat in confidence all information to which it has access in making an inspection, except as may be reasonable to enforce the License.
b. This License is subject to termination in Public Type LLC’s sole discretion if you violate any of the terms and conditions stated herein. Public Type may, but is not required to, suggest revised conditions of the License on which you may continue to use the Font Software after curing the violation in an appropriate manner. (For example, if you failed to respect the EULA CPU limitation, Public Type may require as a condition to continued use that you expand the License to unlimited users so there will be no need for future oversight on this issue.)
c. In the event of the termination of this License, you must destroy the Font Software and all copies thereof, as well as all materials containing the Font Software in all forms of media. You must promptly submit a declaration signed by an officer of the company that attests to the destruction of the Font Software and materials in conformance with this License. No fees will be refundable to you upon termination. The cure of a violation or the termination of the License is without prejudice to Public Type LLC’s entitlement to damages (for example, if you violate section 1(e), you will be required to pay damages as described in that subsection) and costs, pursuant to section 3(d).
d. If you violate any of the provisions of this License, in addition to any damages the violation may cause Public Type LLC, it will be entitled to payment by you, or the business that is the license holder, of the costs incurred by it to investigate and address the violation, enforce the License and/or finalize a settlement, including reasonable investigators’ and attorneys’ fees.
a. The Font Software is provided “as is.” Public Type LLC disclaims all warranties, express or implied, of merchantability or fitness for a particular purpose or otherwise with respect to the Font Software.
b. Without limiting the generality of the foregoing disclaimer, Public Type LLC does not warrant that the Font Software will operate uninterrupted or error-free. If the Font Software at the time of delivery to you is corrupted or delayed during transit or is found to otherwise contain a flaw that can be reproduced by Public Type in its review of the Font Software, Public Type will provide replacement Font Software for the same font styles. Public Type cannot give refunds, and an exchange will only be made in the case of a defect.
c. In no event will Public Type LLC be liable to you or any other person or entity for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to the subject matter of this License. Public Type’s total liability for damages, if any, will be limited to the total fees paid by you to Public Type hereunder.
d. Some jurisdictions do not allow the exclusions of warranty limitations in connection with purchases by consumers. This disclaimer section will be deemed amended to the extent that you are provided rights by consumer statutes and regulations in those jurisdictions that override any provisions herein.
a. Particularly in order to ensure adherence to the limitations of this License, Public Type LLC reminds you that the License is non-transferable, and any transfer in violation of this provision will be null and void from inception. This means that you may not assign your rights or obligations under this License, in whole or in part, to any other person or entity without Public Type’s prior written consent. Except as specifically permitted in this License, you are not authorized to copy, share or lend the Font Software. If someone else would like to use the Font Software, including one of your vendors other than a 2D printer, the appropriate solution is to purchase a license. (Public Type may at its discretion decline to license a use.)
b. No waiver of any provision of this License or of any right or remedy hereunder will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No delay in exercising, course of dealing with respect to, or partial exercise of any right or remedy hereunder will constitute a waiver or relinquishment of any other right or remedy, or future exercise thereof.
c. All notices must be in writing and will be deemed to be delivered on the first business day following the date sent by electronic mail, unless the sender receives notice of delivery failure; by certified mail, postage prepaid, return receipt requested; or by a reputable overnight courier or mail-delivery service, at the address given above for the party to whom the notice is directed or to such other address of which the sending party has previously received notice in conformance with this section.
d. This License shall be governed by, and construed in accordance with the laws of the State of Minnesota, excluding its rules governing conflicts-of-law. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this EULA. Any dispute relating to this Agreement will be decided solely in the courts located in the city of Saint Paul, MN, and the parties irrevocably submit to the personal jurisdiction of said courts for that purpose.
e. Public Type LLC warrants that it is the creator and sole owner of all intellectual-property and other rights in the Font Software. All rights not expressly granted to you in this License are reserved to Public Type LLC. Public Type LLC retains all right, title and interest in whatsoever nature (including all intellectual property rights) in the Font Software and in all legally protectable elements and derivative works of the Font Software, regardless of by whom paid for or developed.
f. This License, as modified by any addenda issued by Public Type LLC, constitutes the complete and binding agreement between the parties with respect to the Font Software, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.
Secure Application Embedding
THIS ADDENDUM to the numbered end-user license agreement (“EULA”) referenced above (the “App License”) is deemed effective as of the date referenced on your purchase order confirmation (the “License Effective Date”), on condition that an authorized representative of the Licensee has completed the online check-out, including clicking agreement to the License terms.
a. The last sentence in section 1(b) of the License is hereby deleted in connection with the uses of the Font Software permitted by this Application License. This License is effective only for a term of one year from the License Effective Date. All use permitted hereunder must be discontinued by the term expiration date, subject to all of the provisions of the EULA, unless you obtain a new license covering a future time period.
b. Sections 1(b) and (c) of the License are hereby modified to additionally permit you to embed the Font Software within the digital application(s) associated with the licensed brand (collectively, the “Applications”), only if the following conditions are met: (1) the Font Software will not be installed in the devices’ system in a manner that renders it available to the user other than for use in the Applications; and (2) each Application is substantially connected to the licensed brand; and (3) the Applications prominently display the brand.
c. The Application License fee is based upon the average monthly combined active users (measured over a one-year period) for all of your Applications that embed the Font Software, and a user of multiple Applications is counted for each one, up to the maximum stated. The price of a new License will be based upon Public Type LLC’s current pricing structure then in effect, and issuance may be conditioned upon payment of any license fee shortfall for the expired year if actual use exceeded the license maximum. (For a multi-year Licenses, you will be asked to report actual use at the close of each year, and the fee is subject to an upward adjustment if actual use in a year exceeds the license maximum.)
d. Section 1(f) of the License is hereby modified to permit you to subset the Font Software files embedded in the licensed Applications, on condition that you retain the Public Type name of the Font Software. Public Type LLC is not responsible for any display or other technical problems which may occur as a result of your use of third-party software for this permitted modification.
We are very appreciative that you have chosen to purchase a Public Type font. Thank you for reading these EULA provisions carefully to be sure you understand the terms and conditions in connection with your purchase. We suggest that you keep a copy of the EULA for future reference, and be sure to contact us if in doubt about any of your rights and obligations under the License.