Web 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 (Web Fonts).
When You purchase a Web Font, You are purchasing the right to use that Web Font under a particular set of conditions. These conditions range from, for example, how many domains the Font can be used on to whether it can be embedded in digital applications. It is important to read and understand this Agreement because it defines Your rights, the acceptable uses of our Web 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.
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.
The user, “You”, “Your” and the “End User” are understood as the licensee of the Web 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 Web Fonts and software products may not be distributed and/or sold to third parties without Klim’s prior written consent.
A “Web Font” is type face 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.
“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.
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 http://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 licence You must own the domain and control the content of the licensed websites.
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.
“Sales Receipt” means the electronic document You receive as confirmation of the Web Fonts purchased.
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 Domains and Implementation
The Web 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 WOFF (“.woff”, “.woff2”, Web Open Font Format) and EOT (“.eot”, Embedded OpenType) 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 Web Fonts is allowed. However, providing the ability for a remote user to edit text using the Web 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 Web Fonts are licensed for Your use only. You may not use the Web Fonts as a tool or resource for third parties to create customised products or documents. Further, the Web 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.
Page View Limitations
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.
Web Fonts File Protection
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 Web Fonts unrelated to the process of styling text for Your website.
Third Party Web Font Services
The hosting or serving of the Web Fonts by any third party service, like “TypeKit” for example, is strictly prohibited.
You may make one (1) copy of the Web 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 Web 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 Web Fonts or the designs embodied therein. The embedding or inclusion of Klim Web Fonts, or the designs forming the Web 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.
Nothwithstanding 3f., You can subset the Web 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.
Web Usage Only
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 licence and/or a licence extension by contacting Klim directly.
You may use the Web 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 expressly acknowledge that the Web Fonts, 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 Web Fonts and the designs embodied therein are owned by Klim and the Web Fonts’ structure, organisation and code are the valuable trade secrets of Klim. You acknowledge that the Web 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. Furthermore, You are not permitted to regenerate or translate the Web Fonts into other formats and the creation of any derivative works based upon the Web Fonts or the designs of the Web Fonts are expressly prohibited.
At Klim’s request, You agree to provide an audit to confirm the Web 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 Web 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 Web Fonts together with a copy of Your Sales Receipt. If the Web 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 Web Fonts or the refund of the licence fee You paid for the Web 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 Web 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 Web Fonts will be unimpeded, uninterrupted or error-free, or that the Web 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 Web 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 Domain
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. 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 Web 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 will be governed by and construed in accordance with the laws of New Zealand and You submit to the exclusive jurisdiction of the New Zealand Courts except where urgent injunctive relief is required.
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 Web 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.