SOFTWARE APPLICATION END USER LICENSE AGREEMENT ("EULA")

Thank you for choosing to license a Sharp Type Co. font and typeface. This is a license agreement (the "Agreement" or "EULA") effective from date of purchase between the Licensee having a place of business at the Licensee's address (collectively hereinafter, "Licensee", "you" or "your") and Sharp Type Corporation (hereinafter, "Sharp Type", "Licensor", "we", "us" or "our"), a New York corporation. In accepting the terms of this Agreement, Licensee acknowledges its understanding and promises to comply with its terms.

1. License and Fee

   You are licensing the following font software from us:

   (the "Font Software") and the right to use it in connection with creating and displaying the typeface(s) created thereby. Subject to your full payment to Sharp Type of the software application license fee set forth in the Order Form you completed and agreed upon at checkout (the "Software Application License Fee" or simply "License Fee"), Sharp Type grants to you this non-transferable license provided that the Font Software (i) is embedded into a single Application Title, (ii) use does not exceed the Term of this Agreement, and (iii) use does not exceed the number of Registered Users permitted per Application Title (all as defined below) and as set forth in the Order Form applicable to this EULA. The license granted in this Agreement will not be effective until the terms of this EULA are accepted and the License Fee is paid in full, which fee is non-refundable and is deemed fully earned upon our receipt.

   For purposes of this EULA, "Order Form" means any document or form (digital or otherwise) provided by Sharp Type to you and which you accept at checkout) referencing the various parameters of the license granted to you, including, as applicable: (a) pricing/license fees, (b) the Application Title, Authorized Users, Registered Users, and/or monthly Page Views as well as any other license "tiers", (c) the Term of the license, (d) designated brand, and/or (e) other specifics of the EULA; an "Order Form" can include, but is not limited to, an online sales form or similar document filled in and accepted by you at checkout on Sharp Type's website. Please note that not all of the aforementioned parameters may be applicable to this specific EULA.

2. "Grant" and Permitted Uses.

   Please note you are not buying the Font Software from Sharp Type, and so, you may only use the Font Software as expressly permitted in this EULA. All rights that are not specifically granted under this EULA are reserved by us. This EULA gives you the non-exclusive, non-transferable, limited and revocable right to install and use the Font Software during the Term only to:

   1. Embed the Font Software into the single "Application Title" set forth in the Order Form. For purposes of this EULA, an "Application Title" is a single software program (such as, without limitation, an iPhone or Android App, a software application running on a tablet device, a video game, or POS software, whether or not running on a dedicated device)¹. Furthermore, such software application shall not be embedded into any hardware. If such software program is made available and modified solely for technical purposes to enable it to be executed on a variety of operating systems or platforms – for example, iOS, Android and Windows versions of the same software program - all of the various versions of such software program shall be considered one "Application Title" for purposes of this Agreement; furthermore, to the extent that the Font Software Is not embedded into the Application Title, but is accessed by the Application Title, this EULA grants a license solely to the extent that a single software application can access the Font Software;

   2. Use or make available the Application Title in a secure manner, meaning one in which an End User cannot modify the Font Software or access the Font Software outside of the Application Title (i.e. the Font Software may not be installed on or embedded into the operating system the Application Title is running on). Please note that you may only embed the Font Software into any Application Title whose main functionality or purpose is to display already-existing text or written content, but which cannot be used to create, or edit text or typefaces (i.e. this is a license for the typeface or electronic publishing, and not a license that permits use of the font software for word processing);

   3. Use Limited to Registered Users

      1. Your use of the Font Software shall further be limited to that number of registered users you indicated/selected in your Order Form when licensing the Font Software. For purposes of this EULA, registered users means those unique users who, during the Term, (i) have downloaded the Application Title, plus (to the extent that such users are not double-counted) (ii) any users that have interacted (in relation to the Application Title or its operation) with any server, website, cloud server or service relating to use, or otherwise have demonstrated that they have used, the Application Title, locally or otherwise (the "Registered Users").

      2. In the event that you may permit use or access of an Application Title in a hosted environment or via API or similar technology which permits a copy of an Application Title to be used or accessed by multiple users (whether at the same time or otherwise): (a) you must inform us and obtain written permission in advance for such use (email notification will suffice, provided we receive the email), (b) you must have and implement a reliable and accurate method to track the number of discrete users that are granted access to the Application Title, and (c) in such case, each particular user/individual that may be granted access to or use of such Application Title shall be counted as a "Registered User" for purposes of the number of Registered Users you indicated on your Order Form.

3. Out of Scope/Excess Use.

   If your total use exceeds the maximum number of Registered Users, or Term specified in your Order Form, you must immediately (not later than thirty (30) days) after exceeding such maximums, purchase an upgrade and pay an additional licensing fee that permits such increased production.

4. Third Parties Need a Separate License.

   Please note that this license is for software companies developing their own software applications. If you are a developer, creative studio, or other firm and are developing the Application Title into which the Font Software will be embedded for a third party, please note that you are required to have a Desktop License, not only this Software Application License and your client or such third party will need to purchase its own Software Application License in order to use/display the Font Software in its Application Title. Similarly, if you are a company (or person) that hires an outside developer or a creative/design company (or other third party) to create or contribute to an Application Title for you, into which the Font Software will be embedded, you are not permitted to share the Font Software – in embedded form or otherwise - with that developer or creative/design company (or other third party) except in a static image/format, as described above, unless you are in full compliance with the Limited Use exception below. If your developer or design company does not fit into the exception below or would like more flexibility, they must obtain a valid Desktop License to do so.

   1. Limited Use Exception for Designers/Creative Studios. Notwithstanding the foregoing, this license permits your provision of a single copy of the Font Software to a commercial software developer or design studio (the "Designer") solely for purposes of loading and using the Font Software on a single computer or CPU (and not a server) and for use by one person, to create or develop the software in connection with which you are obtaining this License. Please note that the Designer must delete its single copy provided to it immediately after use for your software project/ job, and may not duplicate or use the Font Software for any other purpose, without obtaining its own separate license. Because the Designer will have received the copy of the Font Software from you, both You and the Designer will be responsible/liable for full compliance with this paragraph, jointly and severally, and you (in addition to the Designer) will be responsible for any violation by the Designer.

5. Specific Restrictions on Use (i.e. What Uses Are Prohibited)

   1. This is not a "Desktop", or "Webfont" license, and does not grant any rights for the use of the Font Software to create documents, stationery, signage for printing, any embedded static documents, or for use in presentations (such as Power Point or similar software), for publishing text or images on the Web (apart from as part of a display of web-based software applications). Thus, if you have a website promoting the Application Title, you will require a separate applicable license – in such case, a Webfont license.

   2. This also is not a "Broadcast" or "Webcast" license, and therefore grants no rights to the Licensee to use the Font Software to create text that will be displayed or used in audio-visual works (including video) broadcast via network, cable, satellite or other television (or any such channel’s online website(s)), any online subscription-based services, (such as Netflix or Hulu), or celebrity webseries, whether on the Internet or broadcast through other media. Licensee shall have a limited right to use the Font Software to create text displayed on non-subscription or non-pay-per-view services, such as YouTube, provided that such use is limited to infomercials for the Licensee’s own products, or other tutorial or advertorial use relating to the Licensee’s own products. In the event, however, that your Application Title enables the broadcast or webcast of audio-visual works, you may use the Font Software in connection with the interface of such Application Title (but not in the actual audio-visual content provided). In the event that you may be developing an Application Title that is in the nature of, or enables, viewing of video content, this License does not permit the display of the typeface generated by the Font Software in the content (and only permits display of the typeface within the Application Title's own graphic user interface). Any publisher of content that displays the typeface created by the Font Software will require their own Broadcast or Webcast license.

   3. This is also not an Operating System license and therefore grants no rights to the Licensee to use the Font Software to create text that will be displayed or used in Operating Systems (such as Xbox or Apple), therefore this license only permits the embedding of the Font Software into certain software applications designed for those Operating Systems, and not the Operating Systems themselves. This license does not permit your use for or embedding the Font Software into “Publicly Available Software”, which means any software that (a) contains, or is derived in any manner (in whole or in part) from, software that is distributed as free software, open source software (e.g. Linux) or similar licensing or distribution models; or (b) that requires as a condition of its use, modification and/or distribution that such software or other software incorporated into, derived from or distributed with such software (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributable at no charge.

   4. We offer licenses for most of the above-uses available on our website, or, if you are seeking "broadcast" or "webcast", or Operating System rights, please contact us at licensing@sharptype.co.

6. General Restriction on Copying and Transfer

   You agree that you will not, directly or indirectly, rent, lease, sublicense, transfer, host, make available, or sell the Font Software to any third party (except as specifically permitted in this Agreement), nor will you make any use of the Font Software in competition with the business or patronage of Sharp Type, nor upload, or provide access to, the Font Software to any artificial intelligence program or system. You further agree that to the full extent provided by law, you may not directly or indirectly copy the Font Software, nor permit others to do so, in whole or in part, nor decompile, "reverse-engineer", disassemble, alter, or otherwise access the Font Software in any way in order to derive the source code for the Font Software nor use the Font Software in any way to create a derivative work (including, without limitation, any changes to the glyphs or characters, language expansion, combination with other fonts or typefaces, or any technical changes to the code). You agree that you will take commercially reasonable precautions to secure the Font Software in order to prevent unlicensed end users from accessing the Font Software and/or use the Font Software in violation of this Agreement. If you do provide or make the Font Software available to unlicensed users in violation of this Agreement, you agree that you will indemnify Sharp Type of and from all losses in connection with such unauthorized distribution or use of the Font Software, including without limitation, Sharp Type’s lost licensing fees and costs and expenses of enforcement (including without limitation its reasonable attorney’s fees).

7. Intellectual Property

   The Font Software and typefaces and designs rendered thereby or embodied therein, and any associated trademarks are the exclusive property of Sharp Type and/or its designers and are protected by laws of the United States pertaining to copyright, trademark and other proprietary or intellectual property rights, by the copyright and design laws of other nations, by international treaties, and by contract. You agree that you will not claim any rights in the Font Software and any related or derivative fonts, or challenge or contest the validity or exclusive ownership of the Font Software and such related or derivative fonts by Sharp Type anywhere in the world, whether during or after the termination of this Agreement. If you modify, alter or "improve" the Font Software in any way, you will have violated this Agreement and the license granted herein, and in addition to any other remedy available to Sharp Type, you agree and acknowledge that all such modifications shall be considered "derivative works" of the Font Software, and shall be owned exclusively by Sharp Type, via assignment of all such rights to Sharp Type effective immediately and automatically upon creation. You also will refrain from claiming credit for or otherwise branding or assigning the Font Software a name that is publicly visible and which conveys the impression that the Font Software is somehow exclusively created, licensed or owned by You or a party other than Sharp Type.

   Please note: If you use the Font Software in a manner or for a purpose where design credits are displayed, for example in the end-credits for a video game, credit for the typeface must be provided by font name and to "Sharp Type Co." However, you may not use Sharp Type’s name or logos in any manner to imply or suggest any endorsement, association or affiliation with Sharp Type, and you will reasonably comply with any email request from Sharp Type to remove any credit or mention of the company.

8. Disclaimer of Warranties and Limitation of Liability

   We take care to provide Font Software that meets or exceeds the standards of the industry; even so, however, we do not warrant that the Font Software will operate uninterrupted or error-free, and we will not be responsible for any failure of the Font Software to operate with any system(s) or computer program(s) or accessories you may have. We further will not be responsible for any damage to your hardware, systems, or for the disclosure or loss of data, profit or goodwill, or for any lack of legibility of any text or typeface produced by the Font Software.

   1. If Font Software is Corrupted or Flawed. In the event that, within ten (10) days after the effective date of this Agreement , you notify us that you have discovered the Font Software to be corrupted or otherwise flawed through no act or omission on your part, and provided that such defect can be reproduced by Sharp Type during its review of the Font Software, we may, in our sole discretion, elect to either provide you with a replacement copy of the then-current version of the Font Software, or refund to you the License Fee we have received from you in connection with this EULA. This replacement or refund shall take place in due course.

   2. Sharp Type's Maximum Liability. Notwithstanding the foregoing, and any other provision in this EULA, Sharp Type’s maximum total cumulative liability arising from the Font Software under any type of claim (i.e. whether tort or breach of contract) will not exceed the amount of the License Fee that we have received from you in connection with this EULA.

   3. Licensee Agrees to Indemnify. In the event that a third party brings a claim against us in connection with your use or use instructed by you of the Font Software (or content created using it) or this EULA, you agree to indemnify and hold Sharp Type harmless from all claims, judgments, liabilities, expenses, or costs arising in connection with such claim.

9. Term and Termination

   1. This EULA is effective as of the date of your purchase of the Font. This EULA is effective as of the date of your purchase of the Font Software until {DATE TERM ENDS}, as set forth in your Order Form unless earlier terminated as set forth herein. At the end of the Term, the EULA and the permissions set forth above will automatically terminate, unless the Agreement is extended by you subject to the terms and conditions that Sharp Type is offering at the time of such extension.

   2. Please be advised that Sharp Type may terminate this EULA if you violate any of the terms and conditions stated herein, and will be effective immediately upon your receipt of written notice from Sharp Type (which may be given by email).

   3. In the event that this Agreement is terminated for any reason, the rights granted to you will cease immediately upon the effective date of such termination and be of no further force or effect.

   4. Upon termination of this Agreement for any reason, you must:

      1. cease all use of the Font Software which includes but is not limited to discontinuing the display of any content created using the Font Software or any modifications thereof, and erase, overwrite, or otherwise remove the Font Software from the Application Title as well as all computers, servers, networks, or other equipment where it may reside. For avoidance of doubt, this Paragraph requires immediate replacement of any content or material displaying or using the typeface(s) created with the Font Software; alternatively, if you elect not to replace such content and material with a different typeface (i.e. one not created by the Font Software), you must delete such content and material; and

      2. delete and otherwise destroy the Font Software and any copies or derivatives of such software in your possession and control, and upon Sharp Type’s request, you shall promptly submit a declaration signed by an officer of your organization (or you, if your license and use is personal), certifying such destruction and/or deletion, and further certifying that the Font Software has not been made available by you to any unlicensed person or third party.

   5. The termination of this or any other EULA by Sharp Type will not entitle you to any pro-rata refund of any License Fee you may have paid and will be without prejudice to Sharp Type’s entitlement to damages in connection with any violation of this EULA.

10. Miscellaneous/Legal

    1. Governing Law, Jurisdiction. This EULA is governed by the laws of New York, without regard to New York’s conflict or choice of law provisions. Any action or proceeding arising from this Agreement will be heard exclusively in the courts located in the City, County, and State of New York, which courts will have personal jurisdiction over all parties hereto. Furthermore, to the maximum extent permitted by law, you agree that you will not initiate, participate in, or join as a class member, any class action or arbitration proceeding arising from or relating to this EULA or the Font Software.

    2. Severability. If any provision of this EULA shall be held to be invalid or unenforceable, the remainder of this EULA shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

    3. Audit. We may, at any time, request an audit in order to confirm that you are complying with the terms of this EULA. Within 10 days after receiving a notice of audit from Sharp Type, you will provide a certified statement of (i) the computers, servers, websites, applications, or other sources where the Font Software may reside, be saved or be accessed, (with all identification information, including serial or other identifying numbers), (ii) the locations (servers or sites) where the Application Title and the Font Software can and could be accessed and/or downloaded during the past (3 years), and (iii) during that same time period, provide a record of the downloads that may have taken place. For this purpose, you will permit Sharp Type or its designated agent to inspect (in person or via remote access) during normal business hours the Font Software as well as your facilities, machines, and records to verify your compliance with this EULA. In the event the audit reveals any noncompliance, you will make all required payment to Sharp Type within fifteen (15) days in connection with any applicable units of the Font Software, provided, however, that this will not limit Sharp Type’s rights and remedies. The obligations and terms set forth in this section will survive termination of this Agreement for a period of one (1) year.

    4. Amendment. This EULA may not be modified without the written consent of Sharp Type.

    5. Merger/Upgrade. This EULA (and any addenda purchased or provided herewith) constitutes the entire understanding between you and Sharp Type, and supersedes all previous agreements, promises, representations and negotiations between you and Sharp Type concerning the Font Software and your rights to use the same. Specifically, if this EULA may be an upgrade of previously licensed rights, your prior EULA will be superseded in full by this EULA, but any riders or licenses that may not be the subject of an upgrade (for example, a rider or separate license for Desktop or Webfont use) will remain in full force and effect.

    6. Assignment. While your obligations under this EULA are binding on your heirs, successors and assigns, please note that you may not assign or transfer this EULA – even to a successor in interest to your organization, any parent company, or other business. On the other hand, Sharp Type reserves the right to assign its interests under this EULA and the Font Software in its sole and absolute discretion.

    7. Violation/Fees/Survival. In the event that you violate this EULA (including the termination or audit provisions), you agree to pay Sharp Type’s reasonable attorneys’ fees incurred in connection with any audit, action or proceeding relating to such violation. This provision along with Subsections A, B, F, and G will survive termination of this EULA for any reason, along with any other provision in this Agreement that expressly by its terms survives or has effect post termination.

    8. Notice. All notices shall be in writing, and, if sent to you, may be sent to the email set forth in the Order Form, or by overnight commercial courier such as FedEx or UPS to your address on the Order Form, with proof of delivery. Notices sent to Sharp Type shall only be sent via email to licensing@sharptype.com, with a copy (which shall not constitute notice) to notices@kariplaw.com. Notices shall be deemed to have been received by a party upon receipt or refusal, if by commercial courier if applicable, or upon acknowledgment (apart from via autoresponder), if sent by email. That being said, Sharp Type’s sole responsibility with respect to sending any notices will be to send the notice to the email or other address in the Order Form.

    9. Waiver. Sharp Type’s failure to enforce any provision of this agreement will not constitute a waiver and, in fact, no waiver of any provision or right set forth in this EULA will be effective unless set forth in a writing signed by the party against whom the waiver is to be enforced.

    10. Headings Not Controlling. The headings and numbering of Sections, Parts, and Attachments in this EULA are for convenience only and shall not be construed to define or limit any of the terms in this EULA or affect the meaning or interpretation of this EULA.

Thanks!

Thank you for choosing to license a Sharp Type font. We sincerely hope that you will think of Sharp Type Co. in connection with your future (expanded) typeface needs. If you have any questions about this EULA, please email us at licensing@sharptype.co and we will do our best to provide you with the information and support to get the right license for your needs. V7.