Web Font Licence Agreement

“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.

The user, “You”, “Your” and the “End User” are understood as the licensee of the Fonts and the party that owns the Domain of a Website using or planning to use Klim Web Fonts. It is understood that You also control the content of the licensed Websites. An end user cannot be a distributor, reseller, dealer, sub-licensee, original equipment manufacturer (“OEM”), server administrator, wholesale buyer of software, or any similar entity. Klim Fonts and software products may not be distributed and/or sold to third parties without Klim’s prior written consent.

An “Active Subscriber” is defined as anyone in Your subscriber database who is currently “subscribed” to receive Your Email Marketing.

The “Domain” is the host name of a Website’s home page. The Domain may be comprised of one unique second-level Domain name (as in “example” of https://www.example.com), multiple top-level Domains (as in .com, .org, .fr), and multiple sub-Domains (as in “shop” of shop.example.com, or “blog” of blog.example.com). Under this license You must own the Domain and control the content of the licensed Websites.

“Dynamic Web-based Advertising” is when the online advertising requires ‘live’ Fonts to be served to that advertising content, e.g. web banner. This may be required if an ad is updated regularly to promote new or changing special deals, offers, and so forth. It differs from web advertising where the Fonts are used within static images, e.g as a .jpg or .png. files, online. For this type of advertising only a Desktop Font Licence is required.

“Email Marketing” is any communication sent out by You via email to a group of people or subscribers, typically Your customers or clients.

“Impressions” means the number of times an advertisement is served and therefore consumed. Impressions are not about unique views or Unique Users, but all possible times a viewer sees the advertising content; each exposure counts as an Impression.

A “Page View” is one request for the viewing of a page on your Website.

A “Unique User” is an individual visitor to Your Website.

A “Web Font” is typeface Font software that has been created, optimised, translated or otherwise specially modified for use on the Internet for styling or viewing text on a Website.

A “Website” is defined as a collection of related web pages organised under a single Domain. The Website may be viewed with a web browser and/or via a web-based mobile app provided that the Web Fonts are not included or embedded as explained in section 3f. A web-based mobile app is restricted to operating on a hand-held device running one of the following operating systems: Android, bada, Blackberry OS or Blackberry 10, Brew, iOS, Symbian OS, Windows Phone or Windows RT.

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.

The Fonts may be used for styling text on Your Website via the CSS @font-face rule for the Domain specified on Your Sales Receipt. Only the WOFF2 (“.woff2”, Web Open Font Format 2.0) Web Font files provided by Klim may be used. The use of alternate formats (such as TTF, SVG, or OTF) is expressly prohibited. Viewing and printing pages of the Website using the Fonts is allowed. However, providing the ability for a remote user to edit text using the Fonts is not allowed if the result is a new document, such as a personalised invitation, greeting card, customised portfolio or customised product (these listed items are examples only and not an exhaustive list). If You wish to use the Fonts for such purposes, contact Klim to discuss. The Fonts are licensed for Your use only. You may not use the Fonts as a tool or resource for third parties to create customised products or documents. Further, the Fonts may not be served to unlicensed Domains, even if they are hosted on a licensed Domain. 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. The Domain conventions outlined in 1f. apply to any external Website owned by Your business. For any internal Website or intranet site, which must be directly related to and owned by Your business, these naming conventions do not apply. Under this licence You must own the Domain and control the content of the licensed Websites. Your licence must cover the total number of average monthly Unique Users or Page Views across all of Your Websites. If Your use increases over time You must upgrade Your licence. You may use the Fonts for Dynamic Web-based Advertising and Email Marketing as well as Your Website.

A Page View is one request for the viewing of a page of Your Website. The average monthly traffic of Your Website, measured in Page Views over the span of three consecutive months, must not exceed the amount shown on Your Sales Receipt. If it does, You must purchase a licence upgrade for the increased Page View amount. If You wish to use the Fonts in Dynamic Web-based Advertising and/or Email Marketing in addition to Your Website, then You must ensure that Your licence tier covers the collective use of the Fonts across these. That is, the sum of Your total average monthly Page Views, combined with Your total monthly Impressions (as per Your media buy) and/or Your total Active Subscribers (as per Your Email Marketing database).

A Unique User is an individual visitor to Your Website. The average monthly traffic of Your Website, measured in Unique Users, over the span of three consecutive months, must not exceed the amount shown on Your Sales Receipt. If it does, You must purchase a licence upgrade for the increased Unique Users. If You wish to use the Fonts in Dynamic Web-based Advertising and/or Email Marketing in addition to Your Website, then You must ensure that Your licence tier covers the collective use of the Fonts across these. That is, the sum of total average monthly Unique Users, combined with total monthly Impressions (as per Your media buy) and/or total Active Subscribers (as per Your Email Marketing database).

You agree to use reasonable measures to ensure the Web Fonts are available only for the process of styling text on Your Website. At a minimum, and by way of illustration not limitation, reasonable measures include a.) preventing unlicensed third-party access, i.e. hotlinking and b.) not allowing direct download of the Fonts unrelated to the process of styling text for Your Website.

You may use third-party platforms or services to host and serve Web Fonts for Your Website, Dynamic Web-based Advertising or Email Marketing (e.g. Campaign Monitor, MailChimp, or similar), provided the Fonts are used for this purpose only, and the terms of this Agreement are adhered to, by that service provider. At the conclusion of the service provider’s work for You, they must delete any font files in their possession from their devices and electronic storage, including email, and You agree to take reasonable steps to ensure this happens.

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.

Notwithstanding 3f., You can subset the Fonts only for the purpose of reducing the file size. Klim will neither provide subsetted fonts nor software to create subsets. Klim will not support subsetted Fonts. Any subsetted Fonts You create under this clause will be subject to the full terms and conditions of this Agreement.

The use of Klim Web Fonts on a desktop, laptop, workstation computer, or for any uses not expressly permitted herein is prohibited. If You wish to use the Web Fonts in a manner not permitted by this licence, You must secure a separate license and/or a licence extension by contacting Klim directly.

You may use the Fonts in a secure development environment controlled by You. The secure development environment must be for work specifically related to the Domain specified on Your Sales Receipt. You may provide the Web Font files to your web developer for the purposes of styling text on Your Website, provided You ensure the web developer complies with 3d. of this Agreement and all other licence terms. At the conclusion of the web developer’s work for You, they must delete any font files in their possession 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.

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.

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.

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 transfer the rights to use the Web Fonts to a different Domain owned by You and the content of which You control. You must notify Klim, in writing, of the transfer and the new Domain identity. Further, You must delete the Web Fonts from the server on the previously licensed Domain immediately upon transfer to the new Domain.

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.

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.

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.

All inquiries of Klim may be sent by email to support@klim.co.nz. The Klim Type Foundry website is located at klim.co.nz.