Thank you for choosing to license a Sharp Type Co. font and typeface. This is a license agreement (the “Agreement” or “EULA”) between Licensee and Sharp Type Corporation (hereinafter, “Sharp Type”, “Licensor”, “we”, “us” or “our”), a New York corporation. In accepting the terms of this Agreement, Licensee acknowledges its understanding and promises to comply with its terms.

1. License and Fee
   You are licensing and 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 Sharp Type. So long as you comply with the terms of this Agreement, this license grants you the non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to:

   1. install and permit use of the Font Software as set forth in this Agreement solely by the number of "Authorized Users" you selected in the online Order Form that you filled out during the license and check out process, and

   2. use the Font Software to create content for

      1. your personal non-commercial use, or

      2. use within your organization (and in certain cases, for your use on work product intended to be displayed outside your organization).

   For purposes of this EULA, “Order Form” means any document or form (digital or otherwise) provided by Sharp Type to you and which you accept at checkout) referencing the various parameters of the license granted to you, including, as applicable: (a) pricing/license fees, (b) the Application Title, Authorized Users, Registered Users, and/or monthly Page Views as well as any other license “tiers”, (c) the Term of the license, (d) designated brand, and/or (e) other specifics of the EULA; an "Order Form" can include, but is not limited to, an online sales form or similar document filled in and accepted by you at checkout on Sharp Type's website. Please note that not all of the aforementioned parameters may be applicable to this specific EULA.
   
   An "Authorized User" means each employee (whether W2 or 1099 employees) who uses or has used the Font Software to perform services during or in the scope of their employment, whether under discrete user credentials or otherwise, and whether the Font Software is loaded onto computers or other devices or it is hosted on a server for access via workstations or remotely. The number of "active" users is immaterial to the calculation of Authorized Users, and the number of Authorized Users for purposes of this EULA means the total number of all individuals that use or have used the Font Software during the Term. Use of the Font Software by an Authorized User outside the scope of their employment is not permitted by this Agreement.
   
   This license grant is only effective upon your payment in full to Sharp Type of the desktop license fee (the “License Fee”) set forth in the Order Form. If you remain within the license tier of Authorized Users set out in the Order Form, the License Fee will be a one-time payment. However, if the number of Authorized Users you utilize to access or use the software exceeds the license tier you selected on your Order Form, you will have to get a license upgrade and pay an additional License Fee. Please see the Order Form for details concerning the number of Authorized Users permitted by this EULA.
   
   Failure to get a license upgrade and to pay an additional License Fee when required will constitute a material breach of this Agreement, and will terminate your license to use the Font Software.
   
   All License Fees are non-refundable and deemed fully earned upon our receipt.

2. Adding Authorized Users or Different Permitted Uses to this License
   If you would like to permit use of the Font Software by more Authorized Users than are set forth in the license table in your Order Form, or for purposes that are not listed below (or which are expressly prohibited in this Agreement), please contact us to obtain an addendum to this EULA before doing so.

3. Permitted Uses
   This is a single-brand license and this EULA authorizes you to use the Font Software in connection with the display and promotion of your products and services offered under the specified brand/trademark (and for no sub-brands or other trademarked products or services). This license also permits your use of the Font Software in your logotype or to identify you, so long as your name or corporate/organizational division is the same as the above-identified brand/trademark. In that connection, you are permitted only to use the Font Software (a) to create certain “static” digital displays and printed materials (for example, fixed images)and (b) for limited “non-static” purposes set forth expressly below. If you are an organization that owns many subsidiaries or corporate divisions operating primarily under more than one trademark, and you want to use the Font Software in connection with those other trademarked goods or services, please contact us for a different or additional licensing.
   
   The following uses are expressly permitted under this Agreement and (unless you have an addendum to this Agreement or other licenses from us), all other use is prohibited:

   1. Permitted “Static” Use

      1. This license grants you the right, as set forth above, to use the Font Software to create certain printed materials and “static” digital image displays that are for use only in connection with your own goods, services or business. Specifically, you may use the Font Software to create your logotype (i.e. principal trademark and logo so long as it is the brand identified above) and render such logotype on goods of any kind or nature. The Font Software is not for use by any third parties, except as permitted below.

      2. 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 use the Font Software to create content or materials that do not permit editing. For example, you may use the Font Software to create certain digital banners and logos, you may use the Font Software to create certain materials in (a) a static raster image format (e.g., a PNG, JPEG, GIF or TIFF) or (b) a static vector image format SVG, EPS, or a properly embedded pdf, provided that such format and/or file has all applicable security Features enabled to render it “protected,” “subset embedded,” "read-only" or “non-editable” for distribution on the Web (or any other medium).

      3. Expressly Prohibited Use:

         1. You may not “embed” the Font Software into any application, device, or other software, or make the Font Software available to the public or any unlicensed person, whether by hosting the software on any server or otherwise, or

         2. You may not use the Font Software to create any form of "selectable" or "editable" or "live" type, or

         3. Apart from use in your logotype as discussed above, you may not use the Font Software to print or otherwise display any ornamental text on retail products or any other products incorporating, displaying, or consisting of lettering created by the Font Software (apart from literary works such as newspapers or magazines, which are expressly permitted). For avoidance of doubt, although you may use the Font Software to print your logotype on products as a source identifier or trademark, your use of the Font Software to create “ornamental” text is prohibited. Use is considered "ornamental" when it is decorative or expressive in nature, rather than used as a brand or source identifier. For example, the use of the Font Software to print a slogan such as SEIZE THE DAY on the front middle of a t-shirt would be considered “ornamental use” whereas the use of the Font Software to print the brand name NIKE® or LACOSTE® on the left pocket of a t-shirt would be “source-identifying use” and would not be considered “ornamental” use. These are examples only and do not imply any license or arrangement with the foregoing companies. Please also note that this prohibition is subject to the “Limited Run” exception, below.

      4. Examples of permitted use include, but are not limited to, the following:

         1. Print for use in and on physical printed publications, such as newspapers, newsletters, magazines, books, or other paper publications or documents;

         2. Your own point of sale displays (including without limitation promotional posters or playbills for your events, films, concerts and performances);

         3. Your own signage, greeting cards, or business cards, as well as invitations to your (or your organization’s) own events, such as meetings, parties, reunions and weddings; your own stationery (but not stationery for others’ use); physical album covers; promotional printed handouts for your goods or services; on product packaging for your own products (but not on any products themselves, apart from the Limited Run Exception set forth below), so long as none of the foregoing are printed items for others’ use or for commercial sale; and

         4. Create digital materials (so long as they are “static”, as defined above) to advertise, promote or describe your (or your organization's) own business, products, or services, such as, logos and graphics, "marketing copy" on packaging, and static OOH (Out of Home) advertising. Although this Agreement authorizes you to create digital banner ads and other static digital marketing materials, you must purchase a Digital Marketing License in order to embed the Font Software into emails, or other non-static use, such as HTML 5 banners hosted or displayed on third party websites).

      5. Third Party Users Need Their Own, Separate License. Please note that if you are a designer or an agency or otherwise use the Font Software to provide artwork or text for the benefit, use of, or display by a third party such as your client or customer in its business or otherwise for its benefit, such third-party 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.

         1. Use for Pitching a Client
            Thus, if you are a designer (or otherwise use the Font Software to create artwork or text for clients or customers), you may provide static examples of artwork or text created using the Font Software to your unlicensed clients or customers only for the purposes of their internal evaluation of that artwork or text, but not for display or any other use, publicly or otherwise. If such client or customer seeks to use or publicly display the artwork or text you provide bearing or displaying the fonts rendered by the Font Software, they will need their own license(s) to do so.

         2. Your 3rd Party Designer Needs Their Own License
            Conversely, if you seek to have any third party, such as a designer or other contractor, use the Font Software to create artwork or text for you or on your behalf, all designers or other contractors must have their own separate license to do so; they cannot simply do so under your license, and you may not provide them with copies of or access to the Font Software.

      6. 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).

      7. Limited Run Merchandise Exception. Although you may use the Font Software to create product packaging, this license does generally not permit you to print or display the fonts on an actual product that is offered for sale, except for printing only your own logotype (as permitted in the t-shirt example set forth above). However, under this Limited Run Exception, you may use the Font Software in connection with printing or displaying text on up to 250 units of product sold by You (the “Limited Run”). If you may sell more than one type of product bearing the fonts rendered by the Font Software, please note that the cumulative total of all units bearing type rendered by the Font Software cannot exceed 250 units over the duration of this Agreement. If you would like to use the Font Software to create more than 250 units as described above, you must obtain a Merchandise Rider that permits your desired use.

   2. Non-Static Use is Only Permitted for "In House" Use
      This license grants you the right, as set forth above, 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. Thus, 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), and provided that you do not distribute any packaged or embedded copies of the Font Software for use, display or access on any non-licensed CPU or person. These non-static materials and presentations may not be distributed to third parties, such as your client(s), unless each client/recipient has the appropriate license permitting use of the Font Software or display of the materials created thereby.

   3. Third Party Recipients of Embedded Font Software Must Purchase Their Own, Separate License
      Apart from the Small Printer Exception, above, all third parties must have a separate license. As set forth above, 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.

4. Specific Restrictions on Use (i.e. What Uses are Prohibited)

   1. This is not a “Digital Marketing” license, and therefore you may not use the Font Software in or for the creation of any Digital Marketing Material (as defined below). “Digital Marketing Material” is defined as marketing or promotional material or content in which the Font Software is embedded (such as in electronic mail) or that is generated and distributed via a server in which the Font Software is installed (for example, and without limitation, banner ads, display advertisements shown on websites, and advertisements displayed or distributed via mobile or web-hosted applications. To the extent that you may have a Webfont License, however, please note that you may display static banner ads promoting your own goods and services created under a valid Desktop license at the domain(s) you may have specified in an Order Form governing your Webfont EULA).

   2. This is not an “Application”, “Webfont”, or “eBook /ePub” license, and therefore, you agree that you will not embed or incorporate into, or otherwise make available the Font Software for use by 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 also does not permit you to use the Font Software for publishing text or images on the Web which would require a Webfont license.

   3. This also is not a “Broadcast “or “Webcast” license and therefore does not grant you any right to use the Font Software to create text that will be displayed or used in audio-visual works (including video and animated audio-visual content) 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 streaming sites, celebrity webseries, or videos posted or made available on social media platforms (unless such videos fall under the exception set forth below), whether on the Internet or broadcast through other media.

   4. Limited Exceptions Relating to Video Use. Notwithstanding the prohibition on video use, this license permits you to use the Font Software for internal or certain limited non-advertising video, as follows:

      1. Trademark Logotype. You may display in video content your trademark logotype so long as it is created in keeping with this EULA;

      2. Text on/for In House Videos. You may use the Font Software to create text that will be displayed or used in video content created exclusively for your internal use (for example if you may be a company creating video content for internal corporate communications, training videos, presentations, etc. and not to be shown or broadcast to anyone apart from your own employees or personnel).

      3. Small Organization Exception for Use of Text on/for Outside Videos. You may use the Font Software to create text that will be displayed or used in video content outside your organization only if:

         1. you do not have more than 10,000 subscribers or followers (or similar registered users of your site/services) for your business or social media site(s) (per platform);

         2. you do not generate more than a total of 250,000 unique views per year for all video content (cumulatively) displaying the typeface generated by the Font Software;

         3. the video content and site where it is displayed is not in the nature of advertising or advertorial content or political in nature; and

         4. the video content is displayed exclusively on your own website or social media page(s) and no other medium or outlet at any time.

         Please note: that the intent of this exception is to permit use of the Font Software for creation and display of text by small businesses, personal videos, and for internal corporate use, and this exception does not apply to use by large business using the fonts for motion pictures or television, or websites or services that effectively substitute as television channel replacements or alternatives, such as News Channels or websites having a .tv domain.

   5. This Is Not a Multi Brand License, meaning that, this Agreement permits your use of the font(s) solely in connection with the creation, public display, and promotion of your business operated under the brand designated in Section III, and for no other, brand, sub-brand, trademark, business or purpose that may be owned or operated by you or your affiliates or subsidiaries. What this means is that if you are an organization that has subsidiaries that operate under different brands or trademarks, you will need separate license(s) in order to use the Font Software for each such sub-brand or trademark.
      
      For example (and for illustrative purposes only), if you are Walt Disney®, you would need a different license for each of your PIXAR®, MARVEL®, ESPN® and LUCAS FILMS®, and other Disney subsidiaries, since each subsidiary primarily operates its business under a different trademark, standing alone. These are examples only, and do not imply any license or arrangement with any of the foregoing companies.

   6. We offer licenses for most of the above-uses on our website, or, if you are seeking “broadcast” or “webcast” use or another use that may not be available on our website, please contact us at licensing@sharptype.co.

5. General Restriction on Copying and Transfer
   You agree that you will not, directly or indirectly, rent, lease, sublicense, transfer, host, make available, or sell the Font Software to any third party (except as specifically permitted in this Agreement), nor will you make any use of the Font Software in competition with the business or patronage of Sharp Type, nor upload, or provide access to, the Font Software to any artificial intelligence program or system. You further agree to the full extent provided by law, that you may not directly or indirectly copy the Font Software (except as otherwise specifically set forth herein), nor permit others to do so, in whole or in part, nor decompile, “reverse-engineer”, disassemble, alter, or otherwise access the Font Software in any way in order to derive the source code for the Font Software nor use the Font Software in any way to create a derivative work (including, without limitation, any changes to the glyphs or characters, language expansion, combination with other fonts or typefaces, or any technical changes to the code). You also expressly agree not to embed, bundle with, or make the Font Software available directly or indirectly in or with any “open source” or “free software” that is distributed or made available under any license terms that directly require the Font Software to be disclosed or distributed in source code form or be licensed for the purpose of making derivative works, or otherwise that may cause, directly or indirectly the Font Software to become “open source” or subject to an open source or similar software license. You agree that you will take commercially reasonable precautions to secure the Font Software in order to prevent unlicensed end users from accessing the Font Software and/or use the Font Software in violation of this Agreement. If you do provide or make the Font Software available to unlicensed users in violation of this Agreement, you agree that you will indemnify Sharp Type of and from all losses in connection with such unauthorized distribution or use of the Font Software, including without limitation, Sharp Type’s lost licensing fees and costs and expenses of enforcement (including without limitation its reasonable attorney’s fees). You may create a single backup copy of the Font Software provided that it is for archival purposes only and so long as the copy remains in your exclusive control.

6. Intellectual Property
   The Font Software and typefaces and designs rendered thereby or embodied therein, and any associated trademarks are the exclusive property of Sharp Type and/or its designers and are protected by laws of the United States pertaining to copyright, trademark and other proprietary or intellectual property rights, by the copyright and design laws of other nations, by international treaties, and by contract. You agree that you will not claim any rights in the Font Software and any related or derivative fonts, or challenge or contest the validity or exclusive ownership of the Font Software and such related or derivative fonts by Sharp Type anywhere in the world, whether during or after the termination of this Agreement. If you modify, alter or “improve” the Font Software in any way, you will have violated this Agreement and the license granted herein, 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, via assignment of all such rights to Sharp Type effective immediately and automatically upon creation. You also will refrain from claiming credit for or otherwise branding or assigning the Font Software a name that is publicly visible and which conveys the impression that the Font Software is somehow exclusively created, licensed or owned by You or a party other than Sharp Type.
   
   Please note: If you use the Font Software in a manner or for a purpose where design credits are displayed, for example in the masthead or interior credits of a print magazine, credit for the typeface must be provided by font name and to “Sharp Type Co.” However, you may not use Sharp Type’s name or logos in any manner to imply or suggest any endorsement, association or affiliation with Sharp Type, and you will reasonably comply with any email request from Sharp Type to remove any credit or mention of the company.

7. 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.

   1. If Font Software is Corrupted or Flawed. In the event that, within ten (10) days after the effective date of this Agreement you notify us that you have discovered the Font Software 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 version of the Font Software, or refund to you the License Fee we have received from you in connection with this EULA. This replacement or refund shall take place in due course.

   2. Sharp Type's Maximum Liability. 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) will not exceed the amount of the License Fee that we have received from you in connection with this EULA.

   3. Licensee Agrees to Indemnify. In the event that a third party brings a claim against us in connection with your use or use instructed by you of the Font Software (or content created using it) you agree to indemnify and hold Sharp Type harmless from all claims, judgments, liabilities, expenses, or costs arising in connection with such claim.

8. Term and Termination

   1. This EULA is effective as of the date of your purchase and does not have a fixed term, and so long as you comply with its terms, is perpetual in duration. However, 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.

   2. Requirements of Licensee upon termination. Upon termination of this EULA for any reason,

      1. cease all use of the Font Software which includes but is not limited to discontinuing the display of any content created using the Font Software or any modifications thereof, and erase, overwrite, or otherwise remove the Font Software from all computers, servers, networks, or other equipment where it may reside. For avoidance of doubt, this Paragraph requires immediate replacement of any content or material displaying or using the typeface(s) created with the Font Software; alternatively, if you elect not to replace such content and material with a different typeface (i.e. one not created by the Font Software), you must delete such content and material; and

      2. delete and otherwise destroy the Font Software and any copies or derivatives of such software in your possession and control, and upon Sharp Type’s request, you shall promptly submit a declaration signed by an officer of your organization (or you, if your license and 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.

   3. 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.

9. Miscellaneous/Legal

   1. Governing Law, Jurisdiction. This EULA is governed by the laws of New York, without regard to New York’s conflict or choice of law provisions. Any action or proceeding arising from this Agreement will be heard exclusively in the courts located in the City, County, and State of New York, which courts will have personal jurisdiction over all parties hereto. Furthermore, to the maximum extent permitted by law, you agree that you will not initiate, participate in, or join as a class member, any class action or arbitration proceeding arising from or relating to this EULA or the Font Software.

   2. 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.

   3. Audit. We may, at any time, request an audit in order to confirm that you are complying with the terms of this EULA. Within 10 days after receiving a notice of audit from Sharp Type, you will provide a certified statement of (i) the computers, servers, websites, applications, or other sources where the Font Software may reside, be saved or be accessed, (with all identification information, including serial or other identifying numbers), (ii) the locations (servers or sites) where the Font Software can and could be accessed and/or downloaded during the past (3 years), and (iii) during that same time period, provide a record of the downloads that may have taken place. For this purpose, you will permit Sharp Type or its designated agent to inspect (in person or via remote access) during normal business hours the Font Software as well as your facilities, machines, and records to verify your compliance with this EULA. In the event the audit reveals any noncompliance, you will make all required 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 Type’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.

   4. Amendment. This EULA may not be modified without the written consent of Sharp Type 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 in the Order Form.

   5. Merger/Upgrade. This EULA (and any addenda purchased or provided herewith) constitutes the entire understanding between you and Sharp Type, and supersedes all previous agreements, promises, representations and negotiations between you and Sharp Type concerning the Font Software and your rights to use the same. Specifically, if this EULA may be an upgrade of previously licensed rights, your prior EULA will be superseded in full by this EULA, but any riders or licenses that may not be the subject of an upgrade (for example, a rider or separate license for Webfont or App use) will remain in full force and effect.

   6. 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.

   7. Violation/Fees/Survival. 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, along with Subsections A, B, F, and G will survive termination of this EULA for any reason, along with any other provision in this Agreement that expressly by its terms survives or has effect post termination.

   8. Notice. All notices shall be in writing, and, if sent to you, may be sent to the email set forth in the Order Form, or by overnight commercial courier such as FedEx or UPS to your address on the Order Form, with proof of delivery. Notices sent to Sharp Type shall only be sent via email to licensing@sharptype.co, with a copy (which shall not constitute notice) to notices@kariplaw.com. Notices shall be deemed to have been received by a party upon receipt or refusal, if by commercial courier if applicable, or upon acknowledgment (apart from via autoresponder), if sent by email. That being said, Sharp Type’s sole responsibility with respect to sending any notices will be to send the notice to the email or other address in the Order Form.

   9. Waiver. Sharp Type ’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.

   10. Headings Not Controlling. The headings and numbering of Sections, Parts, and Attachments in this EULA are for convenience only and shall not be construed to define or limit any of the terms in this EULA or affect the meaning or interpretation of this EULA.

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. V10.