Fonts License
1. Introductory Provisions
1.1 Contracting Entities
This contractual arrangement is established between the end-user, hereinafter referred to as the “Licensee” (which must be a duly registered business entity), and Brand Brothers SAS, henceforth known as the “Licensor”, whose digital presence is maintained at brandbrothers.studio. Throughout this document, each party may be individually designated as a “Party” or collectively as the “Parties”.
1.2 Contractual Objectives
The primary aims of this Agreement are threefold: a) To confer a non-exclusive license upon the Licensee b) To facilitate the Licensor’s provision of the Font to the Licensee c) To establish and elucidate the conditions under which the Licensor authorizes the Licensee’s utilization of the Font
1.3 Font Definition
Within the context of this Agreement, the term “Font” encompasses a comprehensive array of digital representations, including but not limited to:
1. Typographic elements such as glyphs and alphabetic characters
2. Numerical figures and symbols
3. Various stylistic iterations and weight gradations
4. Ornamental designs and graphical elements
5. The underlying software that enables the generation, rendering, and positioning of these elements
6. Rasterized or bitmap image representations
7. Any other pertinent programmatic information integral to the Font’s functionality
1.4 Agreement Activation
This contractual arrangement comes into force under either of the following circumstances: a) When the Licensee affirmatively indicates acceptance by selecting the appropriate checkbox on the Licensor’s digital platform, acknowledging agreement to the Brand Brothers Licensing Terms and Conditions of Use b) Upon the mutual execution of this Agreement by both Parties
It is expressly understood that this Agreement, in conjunction with its associated Addenda and the corresponding Invoice (which delineates the specific Font names, types of Licenses procured, and the applicable fees), supersedes and nullifies any and all prior verbal or written understandings between the Parties pertaining to the subject matter herein.
1.5 Official Communication Channels
For the purposes of serving notice as stipulated within this Agreement:
1. The Licensor’s official address shall be that which is explicitly stated on the Invoice
2. The Licensee’s official address shall likewise be that which is explicitly stated on the Invoice
1.6 Addenda Requirement
It is a fundamental condition that this Agreement is only deemed valid when accompanied by a minimum of one Addendum. All Addenda constitute integral components of the Agreement. Throughout this document, any reference to the “Agreement” shall be construed to encompass both this primary document and any associated Addenda.
2. License Utilization Parameters
2.1 License Bestowal
The Licensor hereby grants to the Licensee a license that is non-exclusive, non-transferable, and non-sublicensable for the utilization of the Font. This grant is contingent upon: a) Strict adherence to all provisions delineated within this Agreement b) Complete and timely remittance of all fees as stipulated in Section 6 of this Agreement
2.2 Licensee Scope
It is explicitly understood that the term “Licensee” in this Agreement refers to the actual end-user of the Font. Furthermore, any references to “Licensee” herein are intended to encompass the “User Group” as defined in the accompanying Addenda.
2.3 License Scope Variability
The extent and nature of the license granted herein may vary in accordance with the Licensee’s selection from among the different “License extensions” as detailed in the Addenda. In instances where the Invoice specifies any limitations (such as, but not limited to, brand restrictions, project-specific constraints, or website domain limitations), the license shall be construed as being limited in accordance with such specifications.
2.4 Authorized Utilization Parameters
The license conferred herein permits the Licensee to utilize the Font in accordance with:
1. The instructions and functional capabilities as elucidated in the Associated Documentation
2. The specific requirements of the Licensee’s commercial activities, with particular emphasis on promotional and publicity-related applications
For the purposes of this Agreement, “Associated Documentation” refers to the corpus of materials demonstrating the Font’s functionalities and enabling its use, as made available on the Licensor’s digital platform. This may include, but is not limited to, the Font’s specimen sheets and/or pages detailing minimum system requirements.
2.5 Third-Party Procurement Protocols
In scenarios where a license is being procured on behalf of another entity (for instance, when an independent contractor seeks to obtain a license for work to be performed for a client company), it is mandatory that the license be issued in the name of the ultimate end-user. In such cases, the use of the Font would be governed by a specially designated “Third-Party Addendum”.
2.6 Backup Copy Provisions
The Licensee is granted permission to create backup copies of the Font, beyond those expressly authorized herein, solely for archival purposes. The Licensee agrees to implement appropriate control and protection measures for these copies. In the event of Agreement termination, the Licensee is obligated to promptly destroy the Font and all associated copies under the conditions stipulated in Section 8 of this Agreement.
2.7 Additional Usage Considerations
It should be noted that the scope of licenses enumerated as “License types” in the Addenda are independent of one another, and the Licensee may opt to purchase multiple types of licenses. Any usage not explicitly permitted within the confines of this Agreement is strictly prohibited unless separately agreed to in writing by both Parties.
3. USAGE LIMITATIONS AND RESTRICTIONS
3.1 Reservation of Rights
Any and all rights not expressly conferred upon the Licensee within this Agreement are hereby reserved by the Licensor. The Licensee is expressly prohibited from any utilization of the Font that falls outside the scope delineated by the license granted under this Agreement. Failure to adhere to this prohibition shall be deemed a material breach of this Agreement, for which the Licensee shall be held fully liable. Such a breach may result in: a) The initiation of claims for damages b) The immediate termination of this Agreement c) The revocation of all support rights and warranties granted herein
3.2 Explicitly Prohibited Actions
By way of illustration and not limitation, the Licensee is expressly forbidden from engaging in the following activities:
Unauthorized Distribution: The Licensee may not share, duplicate, transfer, market, lease, sublicense, gift, lend, distribute, or in any other manner provide the Font to any third party. This prohibition extends to, but is not limited to, any subsidiary, affiliate, franchisee, assignee, agent, customer, client, subcontractor, designer, supplier, independent contractor, or freelancer.
Unauthorized Modification: The Licensee is strictly prohibited from modifying, editing, adapting, subsetting, or creating derivative works based on the Font. This includes, but is not limited to, any alteration or amendment of the Font’s digital data characteristics, whether in whole or in part. Specifically, the Licensee is not authorized to create additional weights, styles, or variations, nor to create, modify, or remove existing typefaces, glyphs, metrics, spacing, kerning, or hinting data. It is emphasized that the components of the Font are provided as a single, indivisible unit. The Licensee is not permitted to separate these components or install them on different devices.
Decompilation Prohibition: The Licensee is strictly forbidden from engaging in reverse engineering, decompilation, disassembly, alteration, or any attempt to access the source code of the Font. The Licensee’s right to use the Font is, in all cases, limited to the executable code, and any attempt to access the source code is expressly prohibited. This limitation is without prejudice to applicable mandatory legal provisions and treaties, particularly those relating to interoperability, and applies solely to the extent that the decompiled data is necessary for interoperability and has not been provided by the Licensor after a written request from the Licensee.
Format Conversion Restriction: The Licensee is not permitted to convert the Font into any other format. The Licensor retains the sole right and authorization to supply the Font in different or supplementary formats, at a fee to be determined at the Licensor’s discretion. Any conversion undertaken is the exclusive property of the Licensor, and the Licensee agrees to be bound by the entirety of the stipulations contained within this Article 3.
Embedding Limitations: The Licensee is prohibited from creating any digital file (including, but not limited to, PDF files and other formats) in which all or part of the Font is embedded in a manner that would enable its extraction, editing, alteration, enrichment, or modification by the recipient of such a document, through any means whatsoever. This prohibition explicitly includes the extraction of vector contours. Furthermore, the Licensee is forbidden from transmitting any file in which the Font is embedded to any third party that could potentially extract the Font from such a file.
OEM Embedding Restriction: The Licensee is expressly prohibited from embedding the Font into manufactured products. This restriction applies to, but is not limited to, portable devices, integrated systems, onboard equipment, electronic systems, interactive terminals, portable game consoles, smartphones, and tablets. This prohibition is applicable regardless of whether the display of the Font originates from an image of the Font in vector or bitmap format (such as TIFF, GIF, or any other format) or from the Font file itself.
Creation of Letter-like Products: The Licensee is forbidden from creating alphabet products or devices designed for the creation of letter forms. This prohibition encompasses, but is not limited to, items such as stamps, decals, tattoos, stencils, adhesive letters, numbers, and house plaques. Additionally, this restriction extends to any product or derivative product associated with the form of letters and other glyphs contained in the Font, including symbols and any other non-alphabetical glyphs.
Merchandising Product Restrictions: The Licensee is prohibited from creating any merchandising products utilizing the Font. This includes, but is not limited to, goods intended for sale, logo design, retail packaging, clothing, textiles and apparel, decorative items, crockery, and point-of-sale displays.
3.3 Ownership Clarification
By accepting this Agreement, or by downloading, installing, or using the Font, the Licensee does not acquire ownership of the Font, the font file, or any rights to the Font or the Font file. It is expressly understood that there is no act of “purchase” or “sale” of the Font or the Font file. The Licensee solely acquires authorization to use the Font or the Font file under the terms, conditions, and limitations provided in this Agreement. The Licensor retains sole and exclusive ownership of all rights pertaining to the Font and the Font file.
4. Temporal and Geographical Scope
4.1 Duration of Rights
The right to use the Font granted within the framework of this Agreement is conferred, as indicated in the Invoice, for either:
A Permanent Duration, defined as the legal protection period of the Font as provided by applicable intellectual property laws, as currently in force, or as may result from any future legislative amendments; or
A Specified Term (“Term”). In this latter case, the Term shall be automatically renewed for the same duration unless either Party provides written notice of non-renewal at least one month prior to the expiration of the initial or any subsequent Term. It is expressly stipulated that all uses permitted herein must be discontinued by the Term’s expiration date, subject to all provisions of this Agreement, unless new Addenda covering a future time period are granted.
4.2 Geographical Applicability
The type(s) of license(s) selected by the Licensee, as described in the Addenda, are granted according to the specifications indicated in the Invoice, either:
1. On a worldwide basis; or
2. For a specified geographical location (defined as “Zone”).
5. INTELLECTUAL PROPERTY CONSIDERATIONS
5.1 Font Protection Mechanisms
The Font is safeguarded by a comprehensive array of intellectual property rights owned by the Licensor, contract law provisions, and common liability law principles.
5.2 Retention of Ownership and Rights
The Licensor maintains and retains exclusive ownership, title, and interest, as well as all associated intellectual property rights related to the Font, whether in whole or in part, a fact which the Licensee expressly acknowledges. The authorization granted to the Licensee under this Agreement does not transfer any of these rights, either in whole or in part, to the Licensee.
5.3 Digital File Control
Under no circumstances may the Licensee act as the owner of the digital file that the Licensor makes available to the Licensee. The physical control of the file is granted solely to enable the Licensee to enjoy the limited rights conferred and is subject to the authorization given.
5.4 Attribution Obligations
In the event that a dedicated “Credits”, “Colophon”, or similar section exists, the Licensee is obligated, to a reasonable extent, to credit the Licensor as the originator and holder of all rights attached to the Font. The Licensee must also display citations of authorship, copyright, trademark, or other applicable legal notices attached to the Font.
5.5 Commercial Reference Rights
The Licensor reserves the right to: a) Include the commercial reference “Brand Brothers” in its marketing materials b) Mention creations made by the Licensee c) Display the Font as a reference in the context of commercial prospecting, external communication, marketing, and advertising initiatives
The Licensor is entitled to use images of the Licensee’s work displaying the Font in its portfolio. This includes, but is not limited to, any website that showcases the Licensor’s work, social media channels, and submissions for professional awards and recognition. For such purposes, the Licensee courteously grants the Licensor a permanent, irrevocable, royalty-free, fully-paid, nonexclusive, worldwide license, with no duty to account, for unrestricted use for any purpose. This grant includes the right to sublicense or otherwise authorize, implicitly or explicitly, third parties to exercise any or all such rights.
The Licensor reserves the right to use the Licensee’s name and logo in its list of representative clients. The Licensee agrees to include and/or uphold the signature “Brand Brothers” and that of any stakeholder on any reproduction, irrespective of the operational field and the media used, and in the context of any representation or communication to the public, regardless of the process, including television broadcasting or online electronic dissemination.
6. FINANCIAL CONSIDERATIONS
6.1 Pricing Assumptions
The pricing structure assumes that the terms of this Agreement remain unchanged. The Licensor reserves the right to levy supplemental fees for any modifications to this Agreement requested by the Licensee.
6.2 Fee Structure
In consideration for the provision of the Font to the Licensee and the authorization granted under this Agreement, as specified in the Invoice and the Addenda, the Licensee shall remit to the Licensor the sum indicated on the Invoice.
6.3 Payment Terms
Full payment is a prerequisite for the provision of a download link to the Licensee, thus enabling the download of the selected Font. Payment is due:
1. For any order placed online, immediately following confirmation of the order on the Website.
2. For any order made offline, upon receipt of the Invoice transmitted by the Licensor to the Licensee.
6.4 License Grant Condition
It is expressly stipulated that in all cases, the license is only granted to the Licensee subject to the condition that the entire price has been remitted to the Licensor.
7. WARRANTIES AND LIABILITY
7.1 Warranties Extended by the Licensor
The Licensor warrants that it possesses the legal capacity to enter into this Agreement and holds the requisite intellectual property rights to grant the authorizations to the Licensee as set forth in this Agreement. The Licensor shall indemnify and hold the Licensee harmless against any claim or legal action that might be brought by any person or entity regarding intellectual property rights to the Font (expressly excluding their use by the Licensee), provided that:
· The Licensee promptly notifies the Licensor of any such claim;
· The Licensor has been afforded the opportunity to freely conduct, at its own expense, the defense of its interests, and in particular has given its agreement to the choice of legal counsel;
· The Licensee has promptly furnished all information and assistance reasonably necessary to conduct said defense.
7.2 Warranties Extended by the Licensee
· The Licensee warrants that it possesses the legal capacity to enter into this Agreement, has thoroughly read and understood the Agreement, and agrees to be bound by its terms and conditions. The Licensee further warrants that all members of the User Group are cognizant of and agree to be bound by the terms and conditions of this Agreement. In the event of any unauthorized use of the Font or other breach of this Agreement, the Licensee acknowledges its liability to the Licensor and its obligation to compensate the Licensor in this respect.
· The Licensee guarantees to indemnify the Licensor against all uses, representations, or reproductions, particularly in the form of a copy, of the Font, whether in whole or in part, or any other unauthorized or non-compliant use. The Licensee acknowledges that it shall be solely liable in the event of representation, reproduction, or extraction of the Font, in whole or in part, particularly by unauthorized users, and/or in the event of use in any form other than compiled executable form.
7.3 30-day Installation Warranty
While the Licensor warrants the Font’s ability to be properly installed for a period of thirty days following delivery, it does not guarantee the Font’s fitness for any particular purpose envisioned by the Licensee. To initiate a warranty claim concerning the installation of the Font, the Licensee must contact the Licensor through its official website. All claims must be accompanied by the Invoice receipt and comprehensive documentation of the issue in question.
7.4 Liability Disclaimers and Limitations
· Except as expressly represented in this Agreement, all fonts, work products, and deliverables provided by the Licensor are furnished on an “AS IS” basis. To the fullest extent permitted by applicable law, the Licensor disclaims any and all liability whatsoever for direct and/or indirect detriment pertaining to this Agreement, except in the sole instance where a causal link has been unequivocally established between the alleged detriment and gross misconduct or intentional fault on the part of the Licensor.
· The Licensee shall bear sole and exclusive responsibility for any detriment arising from non-compliant usage of the Font. Furthermore, the Licensee agrees that it bears full responsibility for compliance with all laws, both domestic and foreign, pertaining to the control of exports or transfers of technology, and accepts responsibility for any detriment resulting from failure to comply with such laws.
· In all instances, the Licensee hereby acknowledges and agrees that the Licensor’s total liability for any detriment suffered by the Licensee in connection with this Agreement shall be limited to:
a) For Licenses granted for a permanent duration: the total amount paid by the Licensee to the Licensor under Article 6 of this Agreement.
b) For Licenses granted for a yearly duration: the most recent yearly amount paid by the Licensee to the Licensor under Article 6 of this Agreement.
c) For recurring payments, the liability amount is capped at 1 year, calculated on the basis of the prorated amount of the last 12 months of payments.
8. TERMINATION PROVISIONS
8.1 Termination for Non-compliance
1. This Agreement is subject to termination by the Licensor if the Licensee breaches any of the terms and conditions stated herein. Such termination of the Agreement may be effected 30 days after notice of breach has gone unanswered by the Licensee.
2. The Licensor may, at its sole discretion but without obligation, offer revised conditions of the Agreement under which the Licensee may continue to use the Font after curing the breach in an appropriate manner. (For example, if the Licensee fails to respect the Agreement’s “User Group” limitation, the Licensor may require, as a condition of continued use, that the Licensee expands the User Group to “unlimited employees” to eliminate the need for future oversight on this issue.)
3. In the event of termination for breach, the Licensee is required to immediately recall all documents printed on tangible formats that have been published with the help of the Font and have already been distributed. The Licensee is expressly prohibited from using up existing stocks not yet distributed before the termination date. No re-publication or reprint is authorized after the termination date.
4. In addition to any damages the breach may cause the Licensor, the Licensor will be entitled to payment by the Licensee of all costs incurred in investigating and addressing the violation, enforcing the license, and finalizing a settlement. This includes, but is not limited to, reasonable bailiffs’, investigators’, and attorneys’ fees.
8.2 Consequences Common to All Types of Terminations
In the event of termination of this Agreement, regardless of the cause, the following stipulations shall apply:
1. The provisions of Sections 1, 5, 7, 8, 9, and 11 shall remain in full force and effect.
2. No fees will be refundable to the Licensee upon termination.
3. As of the date of termination, the Licensee must immediately:
a. Cease all use of the Font in publishing any documents, withdraw Font files from any intangible or digital formats (including but not limited to applications, software, servers, etc.), and disable the display or use of the Font on all types of formats or terminals.
b. Delete the Font and any copies thereof from all servers, computers, devices, and any other storage media on which the Font is stored. The Licensee explicitly acknowledges that retention of the Font after termination of the Agreement constitutes a breach for which the Licensee may be subject to legal action.
c. Recall all digital files and products that integrate or make it possible to generate the Font. The Licensee must remove all references to the Font file and name in code and commented-out code, including that of a website or any digital file and product.
d. Submit a declaration, signed by the Licensee (or an officer of the Licensee if the Licensee is a business entity), attesting to compliance with the aforementioned provisions.
It is expressly understood that the cure of a breach or the termination of the Agreement is without prejudice to the Licensor’s entitlement to damages.
9. ASSIGNMENT AND TRANSFER RESTRICTIONS
9.1 Licensee Assignment Prohibition
This Agreement is concluded by the Licensor in consideration of the Licensee’s specific identity and characteristics. Consequently, the Licensee agrees not to assign, subrogate, or transfer this Agreement, whether in whole or in part, to any third party, without obtaining the Licensor’s prior written consent.
9.2 Licensor Assignment Rights
This Agreement is concluded by the Licensee regardless of the Licensor’s specific identity. As such, the Licensor may assign, subrogate, or transfer this Agreement, in whole or in part, to a third party, without the necessity of obtaining the Licensee’s prior written consent.
9.3 Conditions for Valid Transfer
In the event that the Font and/or the Agreement is validly transferred by the Licensee to a third party in application of the law, said transfer shall only be deemed valid and enforceable against the Licensor on the condition that:
1. The Licensee informs the Licensor of the identity and full contact details of the aforementioned third party.
2. The Licensee provides satisfactory proof to the Licensor demonstrating the destruction of all copies of the Font by the initial Licensee.
10. GOVERNING LAW AND JURISDICTION
10.1 Applicable Law and Competent Courts
The Parties hereby agree that this Agreement is prepared, subject to, and shall be interpreted in accordance with the laws of France. The Parties further agree that the exclusive jurisdiction for any disputes arising from or in connection with this Agreement shall rest with the competent courts of Paris.
10.2 Dispute Resolution Process
In the event of a potential dispute, the Licensee undertakes to provide notice to the Licensor, either via email or by registered mail with acknowledgment of receipt, detailing the nature of the issue. The Parties agree to engage in good-faith discussions to reach an amicable solution. In the event that such efforts fail to resolve the dispute, the Parties agree that the matter shall be heard and adjudicated as set forth in Section 10.1 above.
10.3 Exclusion of UN Convention
The Licensee expressly agrees that the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded from application to this Agreement.
11. GENERAL PROVISIONS
11.1 Audit Rights
For the duration of this Agreement and for a period of one year following its termination, the Licensor reserves the right to request, and the Licensee is obligated to provide, complete and accurate answers to the Licensor’s inquiries concerning equipment on which the Font is installed and the uses to which the Font has been put. Such information must be certified by the Licensee (or an officer of the Licensee if the Licensee is a business entity). Additionally, upon providing at least twenty days’ advance notice, the Licensor may, either through its employees or a third party designated by the Licensor, conduct an inspection of the Licensee’s records and equipment to verify compliance with the terms of this Agreement. The Licensor commits to treating all information accessed during such an inspection as confidential, except as may be reasonably necessary to enforce this Agreement.
11.2 Non-Waiver Provision
If the Licensee is uncertain about whether a particular use of the Font is authorized under this Agreement, it is incumbent upon the Licensee to contact the Licensor for verification. To obtain a customization or upgrade of a license, the Licensee must similarly contact the Licensor for further information. The absence of any specific prohibition in this Agreement shall not be interpreted as constituting authorization or permitted usage under any circumstance. The fact that the Licensor might not have specified certain limitations in this Agreement, or might not enforce certain violations, shall not be deemed a waiver of any of the Licensor’s rights; the Licensee remains obligated to comply with all provisions of this Agreement.
11.3 Agreement Updates
With the Licensee’s express consent, the Licensor may amend or modify this Agreement, particularly in response to technical developments that may render obsolete or incomplete any provisions herein. The Licensor shall inform the Licensee of such updates and shall record the Licensee’s consent to these updates as stipulated in Section 1.4, or in any other written form deemed appropriate.
11.4 License Normalization
In scenarios where the Licensee makes multiple license purchases over time, if there are any discrepancies in the terms between or among the Agreements issued in connection with these purchases, the terms of the most recent Agreement shall govern the entirety of the Licensee’s licensed uses. The Licensor may also, at its discretion, impose consistent Agreement terms on any related entities (such as foreign affiliates or franchisees) that license the same font family. Upon request and subject to the Licensor’s discretion, a global corporation may be permitted to accommodate internal accounting needs by directing separate divisions of the company to purchase licensing separately; however, liability for any license violations will be held solely by the corporate office and not decentralized to individual divisions. It should be noted that such separate purchases are not eligible for bulk discounts. Upgrades and updates may be offered at the sole discretion of the Licensor and will be subject to a new license agreement, which may include new terms and/or fees. The Licensee’s acceptance of an upgrade or update will automatically supersede this License and the Licensee’s right to use the version of the Font Software covered by this License.
11.5 Uniform License Terms
The Licensor may, at its discretion, impose uniform licensing terms across all components of an order, for instance, across all font styles. This means that all font styles shall be governed by the same type of license agreement. This uniformity is aimed at recognizing the realities of font circulation within an organization, addressing the impracticalities associated with monitoring differential licensing, and simplifying the Licensee’s usage rights and restrictions granted herein. By agreeing to the terms of this EULA, the Licensee acknowledges and accepts that no differentiation in license terms will be made among individual font styles included within the scope of a single license agreement. In the event of a license upgrade (including but not limited to upgraded price tiers, extended terms, or additional font styles), the Licensee acknowledges that the extended scope shall apply to the entirety of the order.
11.6 Prevalence of License
By subscribing to this license for the font, the Licensee expressly agrees that the terms and conditions of this license take precedence over those of any prior or concurrent license for the same font. This includes, but is not limited to, any broader and more permissive license obtained from another vendor. The Licensee acknowledges and agrees that acceptance of this license implies a waiver of certain rights and permissions that may have been granted by other licenses, including bundled licenses obtained from vendors of cloud subscriptions. Consequently, in the event of any conflict between the terms of this Agreement and those of any other license, the terms of this Agreement shall prevail and govern the use of the font.
11.7 Digital Rights Management
The Licensor reserves the right to employ technical measures to protect the Font or to control its use. The Licensee is expressly prohibited from taking any measures aimed at misappropriating or circumventing these technical measures. The Licensee explicitly recognizes and accepts that such technical measures may limit or revoke their access to and use of the Font. Furthermore, the Licensee agrees to the automatic updating of these technical measures and accepts any associated consequences. It is expressly agreed between the Parties that this specific commitment constitutes an essential and material obligation without which the Licensor would not enter into this Agreement.
11.8 Severability Clause
In the event that one or more provisions of the Agreement are deemed invalid or declared as such according to law, regulations, or following a definitive ruling by a competent court, the Parties agree to replace such provision(s) with one that is as equivalent as possible in content and economic intent. The Parties further agree that the remaining provisions shall retain all their force and scope.
11.9 Agreement on Means of Proof
The data from the Licensor’s IT tools shall have evidentiary value between the parties. The Licensee expressly accepts that the Licensor may collect Users’ inbound IP addresses and login data to the Licensor’s website, particularly for the purposes of monitoring the Licensee’s access, its respect of the Licensor’s rights, and as proof of any potential violation.
11.10 Statute of Limitation
The Parties hereby agree to contractually adjust the statute of limitation for any action that may be brought by either party concerning the validity, enforceability, and/or unwritten nature of this Agreement and each of its provisions. The statute of limitation is hereby set at 1 year from the conclusion of this Agreement for any action referred to in the preceding sentence.
ADDENDA: LICENSE EXTENSION PROVISIONS
A. Trial License
1. Installation Scope The Licensee is granted authorization to install the Font solely for the purposes of testing, evaluation, or creating comps. In this context, “Install” is defined as the act of making the font locally accessible to applications on a device.
2. Artwork Creation Limitations Under this license, the Licensee is permitted to create artwork using the Font exclusively for the aforementioned purposes.
3. Prohibited Uses Any usage beyond testing, evaluation, or comping, whether commercial or otherwise, is strictly prohibited. This prohibition extends to, but is not limited to, the exploitation and dissemination of images or graphics showcasing the Font, including on any website that references the Font in its code or renders text styled with the Font.
4. Non-Trial Usage Requirements To utilize the Font in final work, publish it, or otherwise make it publicly available, the Licensee must acquire a non-trial addendum that encompasses such use.
5. Warranty Exclusions The Font provided under this Trial license is furnished on an ‘as is’ basis, devoid of any warranties whatsoever. The Licensor’s warranties detailed in Sections 7.3 and 7.4 of the main Agreement do not apply to Trial licenses.
B. Desktop License
1. Installation Authorization The Licensee is granted permission to install the Font for internal business use. “Install” in this context refers to the act of making the font locally accessible to applications on a device.
2. User Group Definition The Licensee is authorized to install the Font for a specified number of users as delineated in the Invoice (“User Group”). If the Licensee is an entity, all members of the User Group must be employees of said entity. The fee for this Addendum is calculated based on the total number of employees specified in the Invoice, encompassing all geographical sites and measured over a one-year period.
3. Desktop Usage Parameters “Desktop” usage is defined as the utilization of the Font on tangible media, enabling editing by the Licensee alone, and the display and printing of human-readable text on tangible media, either internally or as part of the Licensee’s commercial activity. This excludes any use expressly granted in other Addenda types and any commercial use of the Font itself.
4. Permitted Use Examples By way of illustration and not limitation, the Font may be employed for the design and publication of printed graphics and static images, such as books, brochures, or catalogs. More broadly, it may be used as part of literary and media publishing activities where the Font appears in a non-editable, non-embedded form. The Font may also be utilized to create non-font static digital documents, including bitmap images for web use and non-font vector images.
5. Dynamic Text Exclusion For the avoidance of doubt, the use of the Font is authorized for static text only, not dynamic. Usage for dynamic text editable by a third party, display and print of variable data, dynamic display of the Font, and dynamic rasterizing and rendering of the Font as bitmap images are not encompassed by this License and are expressly prohibited.
6. Copy Solely for the purpose of outputting specific files, the Licensee is permitted to transfer a copy of the Font used in creating the relevant file to a printer or printing service provider. This transfer is allowed on the condition that there be no active use of the Font (for example, but not limited to: text formatting, editing, or corrections). If active use of the Font is required, such service providers must procure their own license. The Licensee is obligated to inform any such service provider about the content and restrictions of this Agreement, including the prohibition against reproducing, distributing, providing to the public, disseminating, executing, or more generally exploiting the Font in any manner, whether free of charge or for a fee. Copies of the Font must be deleted immediately after the service is rendered. In scenarios where the Licensee is a service provider and acquires a License for its own use, it is expressly understood that the license does not extend to cover the use of the Font for any of the Licensee’s customers, who must obtain their own separate license.
7. Embedding Exclusively for the purpose of outputting certain files, the Licensee is granted permission to embed the Font in digital documents intended solely for printing. The Licensee acknowledges that the transmission of a document in PDF file format configured for “printing and viewing only” is the primary and most suitable method for transmitting documents to a service provider. All other articles remain in full force and effect, particularly those pertaining to the unauthorized distribution of digital documents where the Font is embedded. This special authorization is granted without prejudice to the Licensee’s obligation to adhere to all other stipulations set forth herein, especially this Addendum.
8. Cloud-Based Usage The Licensee may install and utilize the Font through standalone desktop software that relies on a remote cloud server infrastructure, provided that such software has a desktop interface, does not embed the font within the desktop software itself, and does not use the font for interface elements. The Licensee is permitted to install the Font on a local file server, such as a network font manager, for use on a local area network (LAN), but only in cases where the use of the Font is expressly limited to the total number of users (User Group) authorized to install the Font under this Agreement, corresponding to the total number of individuals who may have access to the Font at any given moment.
C. Web License
1. Online Display Authorization The Licensee is granted permission to use the Font and display online text on a Website, accessible exclusively via a web browser, whose domain name (URL) is explicitly specified in the Invoice. This authorization extends to an unlimited number of sub-domains related to the domain name specified in the Invoice, enabling the static display of the Font solely on screen, regardless of the access device employed (including but not limited to personal computers, smartphones, tablets, etc.). If a specific brand is identified in the Invoice, the domains must be substantially dedicated to the licensed brand, and the brand must be prominently displayed and identified on the domains. In cases involving multiple brands, they must all be owned by the Licensee, and the Font may be used only for the licensed brand(s). The Licensee is expressly prohibited from installing the Font in any manner whatsoever. “Install” in this context refers to making the font locally available to applications on a device.
2. Embedding The Licensee is permitted to embed the Font in a website to render text in HTML pages via the @font-face CSS command, and may replicate the Font in databases produced by the Licensee. The reproduction of the Font is authorized in this circumstance only to the extent that it is necessary for the use of the Font and its execution to generate website pages using the Font, and to facilitate the consultation and editing of text by website visitors of said website pages using the Font.
3. Transfer Solely for the purpose of previewing certain files, the Licensee is permitted to transfer a copy of the Font used for previewing the relevant file to web developers and web agencies. This transfer is allowed on the condition that there be no active use of the Font (including but not limited to text formatting, editing, or corrections). In scenarios where active use of the Font is desired, such service providers are required to purchase their own license. The Licensee is obligated to inform any such service provider about the content and restrictions of this Agreement, including the prohibition against reproducing, distributing, providing to the public, disseminating, executing, or more generally exploiting the Font in any manner, whether free of charge or for a fee. Copies of the Font must be deleted immediately after the service is rendered. In cases where the Licensee is a service provider and licenses the Font for its own use, it is expressly understood that the license does not extend to cover the use of the Font for any of the Licensee’s customers, who must acquire their own separate license. The Licensee is permitted to transfer a copy of the Font to a provider supplying hosting Servers (defined as a remote web-based storage service such as remote servers, cloud, and other similar services) to the Licensee, as part of a web use requiring the remote execution of the Font. It is understood that the Font format may not be modified, and that only the copy of the executable version of the Font, as provided by the Licensor, is authorized. The Font must not be supplied in a format that enables extraction. If the proper functioning of the website created by the Licensee necessitates the storage of the Font in a remote storage space in a format that enables the extraction, editing, alteration, enrichment, or modification of the Font by a third party, the Licensee is required to inform the provider of the need to prevent any extraction or representation of the Font, and all reproductions other than those strictly necessary for the operation of the website. The Licensee is further required to implement measures to prevent the unauthorized copy or extraction of the Font, particularly the linking to the Font from unauthorized websites and domain names outside of those specified in the Invoice. To prevent unauthorized use of the Font, such protection measures should include, but are not limited to, protection by Cross-Origin Resource Tracking (CORS) headers, and the use of a .htaccess file.
4. Printing and Dynamic Use Restrictions The Licensee is not authorized to print elements displayed on screen containing the Font. The use of the Font is permitted for static text only, not dynamic. Use for dynamic text editable by a third party or the displaying and printing of variable data is expressly prohibited under this license. The dynamic display of the Font, and the dynamic rasterizing and rendering of the Font as bitmap or vector images, or the dynamic embedding of the Font in electronic documents, are likewise not authorized. To further clarify, the use of the Font to generate static documents (e.g., variable data printing, automatic PDF generation, or print-on-demand products) is not permitted. Use in banners, pop-up advertising, email newsletters, and HTML5 ads on third-party web servers and websites is expressly forbidden. The Licensee may not install and use the Font through standalone desktop software that relies on a remote cloud server infrastructure, has a desktop interface, embeds the font inside the desktop software itself, or uses the font for interface elements.
5. Domain Ownership and Liability The Licensee must own, control, and be the sole effective beneficiary of the domain name on which the Font will be used. The Licensee shall indemnify the Licensor against all representations or reproductions of the Font outside the scope of the license, particularly in the form of a copy, extraction, or direct links. The Licensee acknowledges that it is solely liable in cases of copy, representation, reproduction, or extraction of the Font, particularly outside the domain name specified in the Invoice. For the avoidance of doubt, if there is a discrepancy between the registrant and the website operator of the domain name, the website operator shall be considered the effective beneficiary.
D. Social Media License
1. Installation Authorization for Social Media Use The Licensee is granted permission to install the Font for Social Media use. “Install” in this context refers to making the font locally available to applications on a device. The Licensee is authorized to install the Font for a specified number of users as delineated in the Invoice (“User Group”). If the Licensee is an entity, all members of the User Group must be employees of said entity. The fee for this Addendum is calculated based on the total number of employees specified in the Invoice, encompassing all geographical sites and measured over a one-year period.
2. Fee Calculation Basis The fee is determined based on the cumulative number of followers across all Social Media Accounts (“Accounts”) specified in the Invoice, measured over a one-year period, for all Social Media Accounts that display the Font. A follower of multiple Accounts is counted for each one, up to the maximum stated.
3. Social Media Usage Parameters The Licensee is granted authorization to use the Font and display rasterized text for online use on Social Media Accounts, enabling the static display of the Font on screen exclusively. If a specific brand is identified in the Invoice, the Social Media accounts must be substantially dedicated to the licensed brand, and the brand must be prominently displayed and identified on the Account. In cases involving multiple brands, they must all be owned by the Licensee, and the Font may be used only for the licensed brand(s).
4. Definition of Social Media Use “Social Media” use is defined as any utilization of the Font on a Social Media platform, enabling editing by the Licensee alone, followed by the display of human-readable text on digital media, either internally or as part of the Licensee’s commercial activity, and as an accessory to this activity. This excludes any use expressly granted in other license types and any commercial use of the Font itself.
5. Permitted Use Examples The Font may be employed for the design and publication of social media digital graphics, static images, and streaming videos, as organic, paid-for, promoted, or sponsored posts on platforms including, but not limited to, Facebook, Instagram, Snapchat, Twitter, YouTube, TikTok, and other similar channels.
6. Usage Limitations Any use beyond those explicitly enumerated herein is subject to the acquisition of the appropriate License type. The use of the Font is authorized for static text only, not dynamic. Use for dynamic text editable by a third party or the displaying and printing of variable data is not encompassed by this license. The dynamic display of the Font, and the dynamic rasterizing and rendering of the Font as bitmap images, are expressly prohibited.
E. Mobile App License
1. Mobile App Embedding Authorization The Licensee is granted permission to embed, load, and use the Font for the display of text within a mobile application (“App”) exclusively on mobile devices such as phones and tablets. The App’s name and Operating System platform (“OS”) must be specified in the Invoice, enabling the static display of the Font on screen exclusively. If a specific brand is identified in the Invoice, the App must be substantially dedicated to the licensed brand, and the brand must be prominently displayed and identified within the App. In cases involving multiple brands, they must all be owned by the Licensee, and the Font may be used only for the licensed brand(s). The Licensee must own and control the App in which the Font will be embedded.
2. Fee Calculation Basis The fee is determined based on the cumulative number of downloads across all platforms specified in the Invoice, measured over a one-year period, for all Apps that display the Font. A download of multiple Apps is counted for each one, up to the maximum stated.
3. Operating System Restrictions Use of the Font is authorized solely during the execution of OSs for mobile devices, particularly iOS, Windows Mobile, and Android, thus limiting usage to smartphones and tablets and expressly excluding desktop and laptop computers.
4. Game App Usage Use of the Font is permitted for a downloadable mobile game App. However, this license does not extend to video games executable on game consoles, desktop, or laptop computers.
5. Embedding The Licensee is permitted to embed the Font in an App to render texts, inputs, and interface elements. It is expressly understood that the reproduction of the Font is authorized only to the extent that it is a necessary accessory to the use of the Font and its execution to generate App interface elements using the Font, and to facilitate the consultation and editing of text using the Font by third parties using said App (“App User”). A copy of the Font may be made for embedding into the App, with the stipulation that only the executable version of the Font may be utilized. The Font must be securely loaded into the App and made inaccessible to the App User for any purpose other than use within the App, especially not accessible in the device’s font library. The use of the Font is strictly limited to the App for which the license was granted.
6. Copying The Licensee is expressly prohibited from copying the Font in remote databases produced by the Licensee. The Licensee may not enable the generation of content requiring the execution of the Font via a remote connection with which the Font is used. Similarly, the copying of the Font by a provider supplying remote storage services (such as remote servers, cloud services, etc.) for the Licensee is not authorized.
7. Document Creation Restrictions The Font may not be employed to create electronic documents or digital files that the Licensee may embed into the application.
The license extensions detailed below are not available for online licensing. Interested parties are advised to contact the Licensor directly for a quotation:
1. Logo License (for businesses over 100 employees) : For use of an outlined Font, modified or unmodified, in artwork that can be trademarked or registered, such as logos, brand marks, taglines, baselines, or slogans.
2. Analog Distribution License: For creating alphabet or letterform products such as stamps, house numbers, and letter stickers.
3. Digital POS License: For use in digital point-of-sale displays, in-store advertisements, retail store signage, and public indoor displays.
4. Video Game License: For embedding the Font in a video game title, including but not limited to console games, PC games, and online multiplayer games.
5. Advertising (OOH/DOOH) License: For use in advertising campaigns, audio-visual advertisements, billboards, vehicle graphics, out-of-home advertising, and digital out-of-home advertising.
6. Server License: To utilize the Font on a web server or a Content Management System (CMS) for the dynamic generation of analog and digital content such as PDFs, business documents, brand assets, retail labels, variable data prints, and tickets.
7. Third Party License: For the transmission of the Font to designated third parties for the provision of services and editing exclusively in connection with a specific brand or project.
8. Presentation Software Embedding License: For embedding the Font in PowerPoint and other presentation software documents, allowing for consistent branding across corporate presentations.
9. Audio-Visual and Film License: For use in audio-visual productions, films, TV programs, streaming content, broadcasting, or motion graphics material, whether for public or private consumption.
10. Product Packaging & Merchandise License: For use in product packaging and labels, promotional or commercial goods, and merchandise such as textile products and accessories.
11. Epub and Online PDF Publications License: For embedding the Font in electronic publications (Epubs) or PDF documents that are made available for download.
12. Architecture, Signage, and Environmental Graphics License: For use of the Font in a designated geographical location, such as buildings, exhibitions, events, conferences, congresses, or festivals, for both digital and analog signage, and environmental graphics.
13. Online Advertising License: For use in banners, pop-up advertising, email newsletters, and HTML5 ads on third-party web servers and websites.
14. OEM Software/Hardware Embedding License: For embedding the Font in hardware devices, consumer electronics, and standalone software applications.