Klim EULA changes

Changes to our End User Licence Agreement (EULA), or “Font Licence Agreements”

November 2016

Klim Type Foundry’s (Klim) End User Licence Agreement (EULA) was prepared in 2012. There is a separate, distinct EULA (or “Font Licence Agreement”) for each type of font format that Klim sells, i.e. Desktop, Web and App fonts. These each have unique terms and conditions.

We have recently reviewed these Agreements to ensure that they adequately protect both the interests of Klim and our customers.

Specifically, we have made these changes for the following reasons:

• to better clarify end user obligations and responsibilities
• to prompt end users to notify Klim if they become aware of a breach
• to allow for audits where necessary and at Klim’s discretion
• provide for dispute resolution, should the need arise
• to introduce new terms that allow additional use (e.g. App font licence clause 2b. that now allows end users to use the fonts in third party applications or platforms)
• to introduce new, separate licence terms for the use of our fonts in broadcasting*
• provide guidance for parent companies in relation to their subsidiaries
• indemnify Klim in situations where the end user has breached the licence terms
• change language for formality and clarity, for example: “us” has changed to “Klim”, additional definitions are included (e.g. “Sales Receipt”), and capitalisation of legal terms added (e.g. “You”, “Fonts”, “Agreement”, etc)
• ensure the consistency of rights and obligations across the three EULA/Font Licence Agreements.

Below we’ve itemised the key changes to each EULA/Font Licence Agreement. We’ve highlighted what we think are the most noteworthy changes, but you should also review the Agreements in full on your own.

If you have any further questions please contact: quickbrownfox@klim.co.nz.

A copy of the former EULA terms is available on request.

Key changes:

Desktop Font Licence Agreement

Introductory section: Addition of a paragraph that outlines obligations and responsibilities for parent company end users in regard to their wholly or partly owned subsidiaries.

New sub clause 1d. provides a definition of a Klim “Sales Receipt”.

Sub clause 2c.: Additional text has been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use by an unlicensed third party.

Sub clause 2d.:

• Text that previously allowed for the use of desktop fonts for broadcast has been removed from this sub clause.* (If a customer would like to use Klim fonts for broadcasting separate font licences are now available on request.)
• Additional text has been added to this sub clause that indemnifies Klim for any third party claim that arises as a result of unauthorised use of the fonts by an end user.

Sub clause 2e.: Additional text has been added to this sub clause that increases the responsibility of the end user to ensure that any printer or service bureau destroys any copies of the fonts that they hold once a job is completed.

Sub clause 2f.: Additional text has been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use of the back-up copy of the fonts by an unlicensed third party.

New sub-clause 3c.: Provides Klim with the right to request an audit to confirm that the Desktop Fonts an end user is consuming matches their Sales Receipt.

New clause 6. Dispute Resolution: Provides clarity on the process of resolution of any dispute that arises out of or in connection with this Agreement between Klim and an end user.

The introduction of a new Clause 6 means that the former Clause 6. Choice of Law and Agreements now becomes Clause 7.

Sub clause 7b.: The wording of this sub clause has been amended to allow Klim to make all future instances of amended font licence agreement terms available via the website www.klim.co.nz.

Web Font Licence Agreement

Introductory section: Addition of a paragraph that outlines obligations and responsibilities for parent company end users in regard to their wholly or partly owned subsidiaries.

New sub clause 1f.: Provides a definition of a Klim “Sales Receipt”.

Sub clause 2a.: Additional text has been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use by an unlicensed third party.

Sub clause 2e.:

• Additional text has been added to this sub clause that indemnifies Klim for any damages or losses incurred as a result of an end user’s failure to comply with this clause (in line with the Desktop Font Licence Agreement).
• Additional text has also been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use of the back-up copy of the fonts by an unlicensed third party.

New sub-clause 3c.: Provides Klim with the right to request an audit to confirm that the Web Fonts an end user is consuming matches their Sales Receipt.

New clause 7. Dispute Resolution: Provides clarity on the process of resolution of any dispute that arises out of or in connection with this Agreement between Klim and an end user.

The introduction of a new Clause 7 means that the former Clause 7. Choice of Law and Agreements now becomes Clause 8.

Sub clause 8b.:

• The wording of this sub clause has been amended to allow Klim to make all future instances of amended font licence agreement terms available via the website www.klim.co.nz
• The text obligating an end user to give written notice of acceptance of new licence terms in this sub clause has been removed.
• Additional text has been added to clarify that non-acceptance of the amended terms terminates the Agreement (in line with the Desktop Font Licence Agreement).

App Font Licence Agreement

Introductory section: Addition of a paragraph that outlines obligations and responsibilities for parent company end users in regard to their wholly or partly owned subsidiaries.

New sub clause 1e.: Provides a definition of a Klim “Sales Receipt”.

New sub clause 2b. Third party applications or platforms: Allows the end user to display content they own on a third party application or platform, such as Facebook instant articles or Apple news, provided they are able to ensure the third party does not, through their use of the supplied content and Klim’s fonts, cause the end user to breach the terms of this Agreement.

The introduction of a new sub clause 2b. means that the former sub clause 2b. Download and Distribution Limitations becomes 2c. and so forth for all other sub clauses within Clause 2.

Sub clause 2d.: Additional text has been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use of the fonts by an unlicensed third party.

Sub clause 2e.: Additional text has been added to this sub clause to ensure that the end user notifies Klim of any unauthorised access and/or use of the back-up copy of the fonts by an unlicensed third party.

New sub-clause 3c.: Provides Klim with the right to request an audit to confirm that the App Fonts an end user is consuming matches their Sales Receipt.

New clause 7. Dispute Resolution: Provides clarity on the process of resolution of any dispute that arises out of or in connection with this Agreement between Klim and an end user.

The introduction of a new Clause 7 means that the former Clause 7. Choice of Law and Agreements now becomes Clause 8.

Sub clause 8b.: The wording of this sub clause has been amended to allow Klim to make all future instances of amended font licence agreement terms available via the website www.klim.co.nz.

*If you have been using any Klim fonts for broadcasting, please contact us at quickbrownfox@klim.co.nz so we can share with you the separate terms of our new broadcast license.