Advertising Font Licence Agreement
Last updated 4 April 2022
The Terms of this End User Licence Agreement (Agreement) will apply between Klim Type Foundry (Klim) and You (You, Your, Yours) if You purchase a licence or licences to use Klim’s Font Software (Fonts).
You are purchasing from Klim a suite of digital typeface software, the Fonts, and the rights to use the Fonts for Advertising purposes. It is important to read and understand this Agreement because it defines Your rights, the acceptable uses of the Fonts, and the rights Klim reserves. If You believe Your usage or need is not addressed, or if You are unsure of the meaning of any term or condition, please ask Klim before making a purchase.
Klim agrees to grant You a licence or licences to use the Fonts on the terms of this Agreement and provided that You comply with these terms, in perpetuity. This licence is not exclusive to You and can be revoked by Klim.
If You are a parent company purchasing the Fonts for a wholly or partly owned subsidiary, You must ensure Your subsidiary complies with the terms and conditions of this Agreement. Any breach of this Agreement by Your subsidiary will be deemed a breach by You. If You are a subsidiary of a parent company, this licence does not allow transfer of this licence to Your parent company, Your parent company must purchase an independent licence to use the Fonts.
If You are a person, company or organisation engaging a design or similar creative agency to do work on Your behalf, You must ensure that agency and/or any other third party that you authorise to use the Fonts, complies with the terms and conditions of this Agreement. A breach of this Agreement by these parties will be deemed a breach by You.
“Font”, “Fonts” or “Font Software” have identical meanings in this Agreement. They are defined as the designs of the Fonts and the Software identified on Your Sales Receipt that produces a typeface design(s) together with any other artworks that may be associated with the Font.
“Klim” is the Klim Type Foundry, the trading brand of The Letterheads Limited.
“Sales Receipt” means the electronic document You receive as confirmation of the Fonts purchased.
“You”, “Your” and the “End User” are defined as and refer to the customer (person, company or organisation) who has purchased a licence to use the Font. An End User is not defined as a distributor, reseller, dealer, sub-licensee, original equipment manufacturer (“OEM”), wholesale buyer or any similar entity. Klim Fonts and products may not be distributed and/or sold to third parties without prior written consent from Klim.
“Streaming Services” means any internet accessible visual entertainment platform that is consumed via a mobile device, internet connected television or computer.
“Advertiser” means a person or company that advertises a product, service or event on Your behalf.
“Advertising” means any marketing communication relating to a product or service You own, or are legally entitled to market or sell.
“Advertising Content” means any video/short film/television commercial (TVC) or similar format marketing communication relating to a product or service You own, or are legally entitled to market or sell.
“Authorised Person” means any person You have given explicit authority to act on Your behalf. For example, any affiliate, contractor or freelance employee, agency, partner, vendor or supplier who is not directly employed by You, but carrying out work on Your behalf for You. They may install and use the Fonts on multiple devices for the purposes of work related to Your business. A breach of any of the terms of this Agreement by an Authorised Person will be deemed a breach by You.
“Impressions” measure the number of times a piece of media content — be it a digital billboard, a web banner, a social media advertisement, or a TV commercial — is consumed. The content may be consumed many times by the same user, each exposure counts as an impression.
“Paid Advertising” means any paid media placement of your Advertising Content across television and online channels and networks, including but not limited to: TV channels, websites, streaming services and social media platforms, as a form of Advertising or Promotion.
“Production Budget” means the total sum of money set aside to produce Your visual media project, e.g. Your TV show/series or film.
“Promotion” means any marketing communication relating to a special offer, for a limited time period, for a product or service You own, or are legally entitled to market or sell.
This Agreement relates to the use of the Fonts within Advertising Content, such as short films/videos/TVCs and similar marketing communications, for use in Paid Advertising placements across all channels, networks, platforms and streaming services ( TV and online). If You wish to use the Fonts for an additional purpose, You will need a separate licence Agreement.
There is no expiry to this Agreement or its terms, You may use the Fonts in perpetuity with no further licensing costs. There is no geographic limitation to this Agreement, You may use the Fonts worldwide.
4.Permitted Uses and Restrictions
The licence granted to You under this Agreement includes use of the Fonts by Authorised Persons. You must ensure the Authorised Persons agree to, and abide by, the terms of this Agreement.
You and any Authorised Persons are entitled to incorporate the Fonts and the designs embodied therein into any form of visual media, whether the final output is static or dynamic, for Advertising.
You may use the Fonts within Advertising for Paid Advertising placements up to the level of monthly Impressions (as per Your media buy), shown on Your Sales Receipt. If Your use increases over time, You must purchase a licence upgrade for the increased monthly impression amount.
Condition of Use
This licence is considered an add-on to Klim’s Desktop Font Licence. You must purchase, or have already purchased, a Desktop Font Licence for the Fonts You wish to use in Your Advertising Content. You will not receive separate Font downloads when You purchase this Advertising licence. For all of Your Advertising Content needs, You can use the .otf Font files received with Your purchase of a Desktop Font Licence.
Font File Sharing
You can only share the Fonts with Authorised Persons for the creation of Your Advertising Content. The Fonts cannot be used by these parties for any other purpose.
You may supply the Fonts to a third-party Advertiser with content You own. You must ensure the third-party Advertiser does not access or use the Fonts for purposes other than Advertising Content You own. You must ensure that the third-party Advertiser does not, through their use of Your content and Klim’s Fonts, cause You to breach the terms of this Agreement. Any breach of this Agreement by a third-party Advertiser using the Fonts will be deemed a breach by You.
No Modifications, No Embedding
You may not engage third parties to create modifications, derivative works or extensions to any font associated with the Fonts. You are also not permitted to modify, adapt, translate, reformat, reverse engineer, decompile, disassemble, alter or attempt to discover the computer code of the Fonts or the designs embodied therein. The embedding or inclusion of Klim Fonts, or the designs forming the Fonts, in software, hardware, digital documents, apps, applications, devices or in any other form is prohibited. If You wish to use the Fonts for such purposes, contact Klim to discuss.
If Your proposed use of the Fonts is not explicitly allowed under this Agreement or You are unsure whether Your use of the Fonts is permitted under this Agreement, please contact Klim. Your failure to contact Klim for approval of the use, or the lack of a specific prohibition on use in this Agreement, will not be interpreted or deemed a waiver or permissible use of any kind.
Fit for Purpose
You are responsible for ensuring the Fonts are suitable for Advertising or promotional uses within the intended form(s) of visual media.
Font File Protection
You agree to use reasonable measures to protect the Fonts from access and use by unlicensed or unauthorised third parties. If You discover or are made aware of any unauthorised access and/or use by an unlicensed or unauthorised third party, You agree to notify Klim as soon as is reasonable.
You may make a reasonable number of copies of the Fonts for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Fonts. You must keep back-up copies secure and must take all reasonable steps to prevent any third-party access to them. You will indemnify Klim for all costs, damages or losses incurred as a result of Your failure to comply with this clause. If You discover or are made aware of any unauthorised access and/or use of the back-up copies by an unlicensed third party, You agree to notify Klim as soon as is reasonable.
5.Intellectual Property and Title
You expressly acknowledge that the Fonts, the designs embodied therein, the trade names and/or trademarks and copyrights associated therewith are each the exclusive property of Klim and that Klim has all the necessary rights and titles to license the Fonts to You. All rights not expressly granted under this licence are reserved to Klim.
You acknowledge that the Fonts and the design of the Fonts embodied therein are owned by Klim and the Fonts’ structure, organisation and code are the valuable trade secrets of Klim. You acknowledge that the Fonts are, among other means, protected under New Zealand trademark and/or copyright law, by the trademark and/or copyright and design laws of other nations, and by international treaties. You must not modify such trademarks in any way without the prior written consent of Klim.
This clause does not apply to any original works created by You using the Fonts that could be used as, or for, a trademark.
At Klim’s request, You agree to provide an audit to confirm the Fonts You are consuming match Your Sales Receipt. Klim will give You at least 5 business days’ notice to complete the audit.
6.Design Agency or Parent Company
Where You are a design or similar creative agency purchasing the Font licence on behalf of a client, or a parent company purchasing the Fonts for a wholly or partly owned subsidiary, You must draw the ultimate End User’s attention to the existence of this licence and must take all reasonable steps to ensure the End User(s) complies with the terms of this Agreement. A breach of this Agreement by the entity You purchase the Fonts on behalf of will be deemed a breach by You.
7.Warranties and Representations
Klim represents and warrants that the Fonts will perform substantially in accordance with the representations made herein. To make a warranty claim, You must notify the source from which You obtained the Fonts together with a copy of Your Sales Receipt. If the Font does not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the Font Software or the refund of the licence fee You paid for the Fonts, as an authorised officer of Klim may elect. Klim and its suppliers do not and cannot warrant the performance or results You may obtain by using the Fonts. It is Your responsibility to ensure that the Fonts are fit for Your purpose.
Klim expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Klim does not warrant that the operation of the Fonts will be unimpeded, uninterrupted or error-free, or that the Fonts are without defects. Without limiting the foregoing under no circumstances shall Klim be liable to You or any other party, whether in contract or tort (including negligence) or otherwise, for any indirect losses, special, consequential, or incidental damages, including lost profits, lost savings, loss of data, or business interruption as a result of the use of or the inability to use the Fonts even if notified in advance of such possibility.
Klim warrants that the Fonts furnished by Klim do not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right of a third party.
If You are a business or in trade and the Fonts are acquired for use in business or in trade, You agree to contract out of the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986, to the effect that those provisions shall have no effect between Klim and You under this Agreement.
Each party must indemnify and hold harmless the other, and their officers, directors, employees and agents, against any and all costs, expenses, liabilities, injuries, losses, damages, claims, demands and judgments that either party incurs as a consequence of either party’s breach of this Agreement.
This indemnification obligation survives termination of this Agreement.
Without liability to You, this Agreement automatically terminates if: (a) You, or any authorised person or party, breaches any terms of this Agreement and do not remedy the breach within 30 days’ of Klim notifying You of a breach; or (b) You become bankrupt or are put into liquidation, or have a receiver or statutory manager appointed over any of Your assets, or become insolvent or cease to carry on Your business, or make any composition or arrangement with Your creditors.
Upon termination of this Agreement under 9a., all rights granted to You under this Agreement will terminate, and You agree to immediately discontinue using the Fonts, delete all copies of the Fonts and provide Klim with confirmation no copy or copies remain in Your possession or control, or in the possession or control of any authorised person or party.
Klim will be entitled to seek any and all remedies under law or equity, without limitation, including injunctive relief without the obligation of posting security or bond.
You may assign or transfer all of Your rights and obligations under this Agreement to any person (the ‘transferee’), provided that You obtain Klim’s prior written consent and the transferee accepts and agrees to be bound by all the terms of this Agreement.
11.Transfer of Licence
If Your organisation merges, is acquired or subsumed by another legal entity, You must make Klim aware of this within a reasonable period of time, but no less than 10 business days before the transaction. If the new entity anticipates a wider use than the original Agreement, Klim will require the new entity to sign an addendum to the existing Agreement to confirm transfer of the licence and pay any related increase in the licence fee.
Any dispute or difference arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by both You and Klim and if both parties cannot agree within twenty-one (21) days from the date upon which the dispute arises then an arbitrator will be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.
13.Choice of Law and Severability
You agree that this Agreement between Klim and You was formed in Wellington, New Zealand, and any cause of action arising from it, arises in Wellington, New Zealand and will be governed by and construed in accordance with the laws of New Zealand and within the exclusive jurisdiction of the New Zealand courts.
Klim reserves the right to amend or modify this Agreement at any time and without prior notification. Any modifications will preserve the original permitted uses of this Agreement. Modifications may account for changes in technology that would otherwise impair or render obsolete provisions in this Agreement. Modifications shall not be applied retroactively and any original intended use cases will not be void as a result of any modifications. Klim will make such amended terms available at klim.co.nz. If You do not agree to the modified terms, Your continued use of the Fonts could be in breach of the Agreement.
This Agreement embodies the entire understanding between Klim and You and supersedes all prior arrangements or understandings. If an applicable Court declares any part of it to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.