App Font Licence Agreement
25 September 2019
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 (App Fonts).
When You purchase an App Font, You are purchasing the right to use that Font under a particular set of conditions. These conditions range from, for example, how many applications the Font can be used in and on what operating systems. It is important to read and understand this Agreement because it defines Your rights, the acceptable uses of Klim’s App 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, may not be transferred by You, and can be revoked by Klim. The licence granted to You in this Agreement relates only to a single Application, as specified on Your Sales Receipt. You may not supply the App Fonts to any other person, entity, organisation or client without the express permission of 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.
“Klim” is the Klim Type Foundry, the trading brand of The Letterheads Limited.
“You” and “Your” are understood as the licensee of the App Fonts and the party that owns the Application. It is understood that You also control the content of the licensed Applications. You cannot be a distributor, reseller, dealer, sub-licensee, original equipment manufacturer (“OEM”), server administrator, or other wholesale buyer of software, or any other similar entity. Klim App Fonts and software products may not be distributed and/or sold to third parties without Klim’s prior written consent.
“End User” is the user of your Application.
An “App Font” is typeface Font software that has been created, optimised, translated or otherwise specially modified for embedding within an Application for styling, viewing or editing text.
The “Application” or “App”, is Your Application software designed to run and function on any software platform, on any operating system. A single App Font Licence covers Applications that are functionally equivalent across multiple platforms and operating systems.
“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.
“Sales Receipt” means the electronic document You receive as confirmation of the App Fonts purchased.
“Monthly Active User (MAU)” is an End User that accesses or views Your Application at least once per month.
“Average” means the number of MAUs over the span of three consecutive months.
“Downloads” means the total number of downloads of Your Application by End Users.
There is no expiry to this Agreement or its terms, so 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.
3.Permitted Uses and Restrictions
Allowed Applications and Implementation
The App Fonts may be embedded in a single App as specified on Your Sales Receipt. You may use the App Fonts for styling, viewing and editing text in Your App. You and the End User may use the Fonts to output static files like PDF, PNG and JPG, provided the End User does not have the ability to edit the Fonts in the final format.
There are no limits to how the Application is distributed.
App Fonts File Protection
You agree to use reasonable measures to protect the App Fonts from access and use by unlicensed third-parties. If You discover or are made aware of any unauthorised access and/or use by an unlicensed third party, You agree to notify Klim as soon as is reasonable.
You may make one (1) copy of the App 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 App Fonts. You must keep this back-up copy secure and must take all reasonable steps to prevent any third-party to have access to it. 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 copy by an unlicensed third party, You agree to notify Klim as soon as is reasonable.
No Modifications, No Embedding
You are not permitted to modify, adapt, translate, reformat, reverse engineer, decompile, disassemble, alter or attempt to discover the computer code of the App Fonts or the designs embodied therein. The embedding or inclusion of Klim App Fonts, or the designs forming the App Fonts, in non-software, hardware, digital documents, devices or in any other form is prohibited. If You wish to use the Fonts for such purposes, contact Klim to discuss.
Application Use Only
The use of Klim App Fonts on a desktop, laptop, workstation computer, website or for any uses not expressly permitted in this Agreement is prohibited. If You wish to use the App Fonts in a manner not permitted by this licence, You must secure a separate licence and/or a licence extension by contacting Klim directly.
If You have licensed the App Fonts for MAUs, You must not exceed the number of MAUs on Your Sales Receipt. If the Average volume of MAUs increases You must purchase a licence upgrade to reflect the increase in Your consumption of the Fonts.
If You have licensed the App Fonts for total Downloads, You must not exceed the number of Downloads on Your Sales Receipt. If the volume of Downloads increases You must purchase a licence upgrade to reflect the increase in Your consumption of the Fonts.
You expressly acknowledge that the App Font software, the designs embodied therein, the trade names and/or the associated trademarks and copyrights 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 agree that the App Fonts and the design of the Fonts embodied therein are owned by Klim and the App Fonts’ structure, organisation and code are the valuable trade secrets of Klim. You acknowledge that the App 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.
At Klim’s request, You agree to provide an audit to confirm the App Fonts You are consuming match Your Sales Receipt. Klim will give You at least 5 business days’ notice to complete the audit.
5.Warranties and Limitations
Klim represents and warrants that the App 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 App Fonts together with a copy of Your Sales Receipt. If the App Fonts do not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the Fonts or the refund of the licence fee You paid for the App 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 App Fonts will be unimpeded, uninterrupted or error-free, or that they 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.
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.
6.Transfer of Licensed Application
You may not transfer the rights to use the App Fonts to a different App. Transfer of this licence to a third party is not permitted.
Any breach of the terms of this Agreement shall be cause for immediate termination without the obligation of notice or opportunity to cure. Klim shall be entitled to seek any and all remedies under law or equity, including injunctive relief without the obligation of security or bond. You agree to immediately discontinue using and delete the App Font software and certify that no copy remains in Your possession or control.
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.
9.Choice of Law and Agreements
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 www.klim.co.nz. If You do not agree to the modified terms, Your continued use of the App 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.