Desktop 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).
When You purchase a Font, You are purchasing the right to use that Font under a particular set of conditions. These conditions range from, for example, how many Users can install the Font, to whether it can be embedded in digital documents. 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 one or more of 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.
A “User” is defined as a person who installs and uses the Fonts in accordance with the terms of the font licence purchased by the End User customer. The User install and use the Fonts on multiple devices for the purposes of work related to the End User’s business. A User must be either employed by the End User who owns the font licence, or be an authorised affiliate, contractor, freelance employee, agency, partner, vendor or supplier who is not directly employed by You, but carrying out work on Your behalf for You. The Fonts must only be used by these Users for purposes related to the End User’s business.
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.
3.Permitted Uses and Restrictions
The Fonts may be installed and used by the number of Users identified on Your Sales Receipt. For example, the purchase of a 1-5 User Licence allows for the installation and use of the Font by up to five (5) Users across as many devices as required. You may share the Fonts in accordance with the total number of Users, either internal or external to Your organisation, identified on Your Sales Receipt. The Fonts can only be used by external parties for work related to Your business. It is Your responsibility to ensure all Users understand and abide by the terms of this licence Agreement. Any breach of this Agreement by these parties will be deemed a breach by You. You may change Users within and outside of Your organisation over time, and in accordance with this Agreement. You must ensure that former Users cease to use the Fonts and delete the Font files from their devices and electronic storage pertaining to that former User, including email. If You wish to increase the number of Users You must purchase an upgrade to reflect the increase in Your consumption of the Fonts. Fonts can be installed for use within software subscription services, for example, Adobe’s Creative Cloud or similar. Fonts may not be stored or used in any manner that makes them accessible to the public or non-licensed or unauthorised third parties. Klim Fonts are not intended to be installed on iPads or similar tablet devices.
You may install the Fonts on a single file server for use on a local area network (“LAN”) within Your business or household. The server counts as one (1) User. The number of Users that can access the Fonts on the server must not exceed the number of Users identified on Your Sales Receipt.
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.
Authorised uses of the Fonts include: the production of paper publications, for example, newspapers, pamphlets, books and magazines; print advertising; vinyl or printed signage; posters and billboards; logos and logotypes; corporate documents; newsletters and annual reports; as well as images for print, web and social media (static images only); embedding in ePub publications; product/merchandise packaging; marketing materials; outdoor advertising (OOH); digital screens and billboards ( non-interactive); presentations (e.g. Powerpoint); film and video (non-broadcast). You may use the Fonts to display static images within online and social media advertisements (e.g. web banners). You may use the Fonts for non-broadcast video content for Your own business website or Your own social media account(s). You are not entitled to use the Fonts for any form of video content for paid advertising (e.g. a commercial), whether on social media platforms, online channels, TV networks, streaming services or otherwise. You agree to indemnify Klim for any third party claim that arises as a result of any unauthorised use by You of the Fonts.
To reproduce a particular document, You may provide a copy of the specified Fonts to a commercial printer or service bureau. Afterwards, the printer or service bureau must destroy the copies of the Fonts from their devices and electronic storage, including email, and You agree to take reasonable steps to ensure this happens.
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.
Embedding of Fonts
The embedding of Fonts into digital documents, like PDFs, is permitted so long as i) the Font Software is subset, ii) the document text can be viewed and printed but not edited, and iii) reasonable measures are taken to ensure recipients of such documents cannot extract or use the embedded Fonts. Rasterized copies of images showing the Font are permitted provided the images do not result in all or substantially all of the characters comprising the Font. If the resulting images show most or all of the Font characters, a rasterized showing of the Font is not permitted.
Web Fonts, @font-face and Font Linking
Using Klim Fonts with the CSS rule @font-face, Cufòn, or other forms of font linking, regardless of format, are strictly prohibited under this Agreement. A separate Web Font Licence and accompanying software is available from Klim for this purpose.
Apps, Games, Hardware and Software
This licence expressly prohibits the embedding, inclusion, calling or linking of the Fonts within hardware and software in any form whatsoever. This includes, but is not limited to, video games, server-side applications, online document creation, mobile apps, kiosks, and OEM products or software. If You wish to use the Fonts for such purposes, contact Klim to discuss. Notwithstanding, rasterized images of limited text and/or logos created using the Font Software are permitted.
You may create outline artworks based upon the Fonts for Your personal or business use. However, the use of any font creation or font manipulation program or any attempt to modify the Font for the purposes of creating a usable, derivative or substitute version of the Font is prohibited. Under no circumstances may You modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the Fonts or the designs embodied therein. You further agree not to commission or authorise any third party to undertake modifications to the Fonts without prior written consent from Klim. Consent may or may not be granted at Klim’s sole discretion.
Restriction of Alphabet Products
This licence expressly prohibits the use of the Fonts in the creation of alphabet products such as, but not limited to: house numbers, stamp sets, rub-on letters, adhesive alphabet letters, alphabet punch and die sets or other methods for use in making such products. If You wish to use the Fonts for such purposes, contact Klim to discuss.
4.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.
5.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. The size of the Desktop Font Licence purchased must cover all intended Users.
6.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 8a., 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.
10.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.
12.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.