License Agreement

THIS TYPOGRAPHER EVALUATION USE LICENSE AGREEMENT (the “Agreement”) is by and between The Type Founders, LLC, a Delaware limited liability company (“Company”), and the individual who accepts this Agreement (“you” or “your”) as of the date of acceptance (the “Effective Date”) and governs your use of the Services (as defined herein). By clicking “I Agree,” “Create Account,” or a similar button or check box, or by accessing or using the Services, you accept and agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Services. You consent to transact business with Company electronically and to receive all notices, disclosures, and agreements relating to this Agreement electronically. THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER AND WAIVER OF JURY TRIAL; PLEASE REVIEW IT CAREFULLY. This Agreement is available only to individuals, and the Services may be used only by you personally (the “Authorized User”).

1. Purpose

This is an evaluation license that lets you use Typographer fonts to create comps, mock-ups, tests, and pitches and to share them with your Clients, but no one else. This is not a publication or distribution license. If you or your Client wish to publish, distribute, deploy, or deliver any materials using the Fonts, you or your Client must obtain a separate paid license from Company.

2. Definitions

The following definitions apply throughout this Agreement.

1. “Client” means any current or prospective customer of yours who has engaged you, or with whom you are actively seeking an engagement, to provide creative services, and, if you work as an in-house designer, your employer.
2. “Evaluation Use” means creating non-public comps, mock-ups, tests, or private pitch materials for review or approval by you or your Clients, and excludes any public release, publication, distribution, commercial exploitation, live deployment, or embedding into deliverables.
3. “Font” means each font included in the Library, together with its related executable code, and includes any subsets, derivatives, or other copies of any such font, including any copies stored on your devices.
4. “Hosted Web Delivery” means Company’s delivery of Fonts from Company-controlled servers for display on web pages, including through any code snippet, hosted font link, or similar access method provided by Company.
5. “Library” means Company’s proprietary font library, as updated by Company from time to time.
6. Materials are “non-public” only if they are viewed solely by you and your Clients and, for web use, are served through the Services in a preview or non-production environment that is not made available or promoted to the public. Restricting access (for example, by password) and excluding the environment from search engine indexing are indicators of non-public use, but neither is required.
7. “Services” means Company’s free, limited, evaluation-only offering of access to the Library, including the Typographer App, Hosted Web Delivery, and related software applications, tools, and documentation.
8. “Term” means the period during which this Agreement remains in effect, as described in the Term and Termination Section.
9. “Typographer App” means Company’s proprietary desktop application, provided in object code form, through which Fonts are synced for use in design software on your computers, including any updates thereto.

3. License Grant

Company will provide to you the Services, subject to your compliance with the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement, Company hereby grants to you during the Term a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services, including the Library through the Typographer App on up to two (2) end user computers and through Hosted Web Delivery, solely by the Authorized User for Evaluation Use, including in connection with providing, or proposing to provide, creative services to a Client. Notwithstanding anything to the contrary in the Terms of Service, no agents, associates, or other individuals supporting your work may access or use the Services, and no additional Authorized Users are permitted under this Agreement. The Authorized User’s access credentials may not be shared, and access may not be reassigned to another individual without Company’s prior written consent.

1. Client Previews. You may present non-extractable previews to a Client, but you may not provide the Services (or files that expose them) to any Client or permit any Client or other third party to access or directly use the Services under your license, and you may not publish or distribute any graphics, images, or screenshots incorporating the Fonts beyond yourself and your Clients; provided, however, that a Client’s viewing of a non-public, non-production website through Hosted Web Delivery, as permitted by this Agreement, is not access to or use of the Services by that Client.
2. No License to Clients. No license is granted to any Client or other third party under this Agreement; Clients are responsible for their own use of the Fonts and must obtain their own license from Company for any use. You agree to inform your Clients that any final, public, or production use of the Fonts requires a license from Company, and to cooperate with Company in good faith if a Client wishes to obtain one.
3. Separate License Required. A SEPARATE LICENSE IS REQUIRED FOR ANY USE BEYOND EVALUATION USE. You have only the rights expressly set forth in this Agreement, and any right or permission not specifically enumerated in this Agreement is reserved.

4. License Restrictions

You may not do any of the following, nor may you authorize any Client or other third party to do any of the following:

1. General Restrictions. (i) exceed the limited license rights granted in this Agreement including, without limitation, the sharing of passwords or other login credentials; (ii) remove any proprietary notices, labels, or marks from the Services; (iii) sell, transfer, lend, lease, license, or sublicense the Services; (iv) except consistent with and permitted by the terms of this Agreement, copy, distribute, modify, or otherwise create derivative works of any Fonts, or the Services, or any content therein or software related thereto; (v) circumvent any digital rights management, security management, or copyright management protection associated with the Services; (vi) translate, reverse engineer, decompile or disassemble the Services or any related software or source code, or any other technology used as a means for delivering the Services or securing Company’s rights in the Services; (vii) use any manual or automated software, bots, devices, scripts, robots, or other means to access, “scrape,” “crawl,” or “spider” any information or material accessible via the Services; or (viii) falsely state, impersonate, or otherwise knowingly and intentionally misrepresent any information relevant to your use of the Services.
2. Technical Protections. (i) download, extract, copy, convert, or otherwise handle or access any font files outside of the Typographer App or Hosted Web Delivery, or use any code snippet or hosted font link provided by Company outside of a permitted non-public environment; (ii) create any static graphic images of individual glyphs or glyph combinations that can be individually addressed or reused by software, a website, a hardware device, or other means as a substitute for the Fonts; or (iii) incorporate the Fonts or the Services into any open-source or publicly available software in a manner that would cause them to become subject to an open-source or similar license.
3. Artificial Intelligence and Derivative Typefaces. (i) use the Fonts, any part of them, or any glyph, outline, metric, kerning, or other design data taken from them, to train, fine-tune or otherwise develop the weights or parameters of any artificial intelligence model, or as training data for one; or (ii) use the Fonts, any part of them, or any glyph, outline, metric, kerning, or other design data taken from them, as the basis for creating any new, derivative, modified or substitute typeface, font, glyph set or lettering, whether that creation is performed by you, by a third party engaged by you, or by or with the assistance of any artificial intelligence, machine learning or deep learning system, and whether or not the resulting design is distributed or intended to compete with the Fonts. Rendering, generating or otherwise producing comps, mock-ups, or other materials set in the Fonts, as permitted under this Agreement, is not the creation of a new, derivative, modified or substitute typeface under clause (ii) of this subsection.
4. Responsibility; Monitoring. You are responsible for the acts and omissions of any person who accesses the Services through your account, and you represent and warrant that you will not use any of the Services in violation of Company’s intellectual property or proprietary rights, or any applicable law, including applicable export control laws. You acknowledge and agree that Company may monitor usage of the Services for security and license compliance purposes.

5. Use Beyond This Agreement

Upon Company’s request, you will provide information reasonably requested by Company regarding your use of the Services and the Fonts, including the domains, environments, and projects in which the Fonts are used, within thirty (30) days of such request. If your use of the Services or the Fonts exceeds the scope of this Agreement, you agree to promptly cease such use or obtain an appropriate paid license from Company covering such use from the date it began, at Company’s then-current rates. You acknowledge that the Services and the Fonts are valuable property of Company and its licensors, and that any use of the Services or the Fonts not expressly permitted by this Agreement is unlicensed and constitutes an infringement of Company’s intellectual property rights, without limiting any other right or remedy available to Company.

6. Publishing Permissions and Restrictions

The license granted hereunder includes the right to create, edit, view, and print materials, and to incorporate or embed Fonts into documents or other materials, solely according to the publishing permissions set forth below, for Evaluation Use only, and not for any commercial purpose, public release, publication, or distribution beyond you and your Clients, and any such embedding must be done in a manner that does not permit the Fonts to be extracted, installed, or used to edit the document or other material. Your license to use the Fonts, however, is revoked upon termination of this Agreement. Your license to use the Fonts is also dependent upon Company’s agreements with its licensors; Company may revoke or discontinue your license to access or use any particular Font at any time, without further liability or obligation to you. You are strictly prohibited from publishing or distributing any Font in a manner that would allow another person, including any Client, to use the Font without a license to the Services.

1. Document Publishing (Drafts and Pitches). You may use Fonts synced through the Typographer App in your design software (e.g., Adobe Creative Cloud) to design and develop draft or mock-up documents, books, magazines, or other print materials or media (“Documents”) for Evaluation Use only. You may export Documents as electronic files (e.g., pdf) with the Fonts embedded solely for print and view purposes by you and your Clients in connection with Evaluation Use, and not in any deliverable, provided that the Fonts are embedded in a manner that does not permit them to be extracted, installed, or used to edit the Document. Documents created using the Fonts during the Term may not be published, sold, or distributed beyond you and your Clients unless you obtain a paid license covering such use.
2. Web. You may use the Fonts on websites solely through Hosted Web Delivery in preview, staging, or other non-production environments that are non-public, with viewing limited to you and your Clients. You may not use the Fonts on any public or production website, and you may not publish or distribute any graphics, images, or screenshots generated by or of such a website beyond you and your Clients.

7. Desktop Restrictions

You may install, use, and run the Typographer App on up to two (2) computers used by the Authorized User, solely for your own access and use in accordance with this Agreement. The Typographer App and the Fonts may not be installed on or accessed from any server, and network deployment and backup copies of the Library are not permitted under this Agreement. The Fonts are available on such computers only as synced through the Typographer App for use in design software on those computers, and you may not access, copy, or use the underlying font files outside the Typographer App; any such use requires a separate license from Company. You may use the Fonts alongside artificial intelligence or machine learning tools in the course of your own work, where you direct each instance of output, but that permission does not extend to the training of any model, which is prohibited under the License Restrictions Section, or to the generation of output by an automated process. You will disable any setting in your design software or any other platform that permits the provider to use content incorporating the Fonts to train, fine-tune or otherwise develop any artificial intelligence model, and will not use the Fonts on a platform on which that setting cannot be disabled.

8. Account Creation and Security

In order to access the Services, you may be required to create an account that may include choosing (or being assigned) an account name and setting a password. You represent and warrant that any information provided in connection with such accounts is accurate, complete and up-to-date. You acknowledge and agree that you are responsible for all the activity on any of your accounts, and for keeping your account credentials secure and confidential. If you have reason to believe that a third party has accessed or used any of your accounts without permission, you should change your passwords (if possible) and notify Company promptly. You are liable for losses incurred by Company due to a third party accessing or using your Services passwords or accounts.

9. Intellectual Property Ownership

As between Company and you, all rights, title and interest (including, but not limited to, all copyrights, trademark rights, and all other intellectual property rights) in and to the Services, including without limitation all Fonts, the Typographer App, Hosted Web Delivery, materials, information, software, code, designs, and works, are the sole and exclusive property of Company, and will belong solely to Company, including in all cases any modifications and derivative works thereof and including in all cases if embedded in documents, applications, or other materials. You shall not redistribute, sublicense, or otherwise make the Fonts available to any third party, including any Client, except as expressly permitted under this Agreement or pursuant to a separate license obtained from Company. Further, Company owns any feedback, suggestions, ideas, or other information provided by you to Company about the Services (collectively, “Feedback”). You hereby assign to Company all rights, title and interest, including intellectual property rights, you may have in or to any Feedback. If any third-party intellectual property is incorporated in, or used by Company in connection with, the Services, such intellectual property is licensed to Company or used with permission and is owned by the respective licensor and subject to any restrictions imposed by such third party. All rights not granted by Company herein are expressly reserved. Notwithstanding the foregoing, nothing contained herein shall be construed to grant Company, or any Font licensor, any rights, title, or interest in or to the comps, mock-ups, or other materials you create using the Services, excluding the Fonts embodied therein.

10. Services Data

All use of the Services by you is subject to the Terms of Service, and you hereby consent to use of your information in accordance with Company’s Privacy Policy and applicable law. As between you and Company, Company solely and exclusively owns the following: (a) any aggregated or de-identified data derived from your use of the Services that does not identify any individual person and is not capable of being re-identified (“De-Identified Data”); and (b) any statistical technical data related to your access or use of the Services (“Technical Data”). Company may use De-Identified Data and Technical Data for any lawful purpose, including to manage and improve the performance of its Services, for statistical analysis, and for research, commercial, and development purposes. Company may also collect and use account-level data about your use of the Services, including the domains, environments, and traffic volume where the Fonts are served, and your account registration information (including the email domain associated with your account), to enforce compliance with this Agreement, including to identify multiple accounts associated with the same organization.

11. Availability; Support

Company will use commercially reasonable efforts to make the Services available, but makes no guarantees regarding uptime or availability of the Services. Company may, from time to time, restrict access to some or all of the Services. Company may block, limit, suspend, or terminate your access to the Services, without notice, if: (a) you violate this Agreement; (b) you violate any applicable laws, rules, or regulations relating to use of the Services; or (c) you engage in any conduct that Company, in its sole discretion, believes poses a security risk or is fraudulent or abusive. During the Term, Company may, in its sole discretion, provide you with the following limited technical assistance to support your evaluation of the Services (collectively, “Support”): assistance with installation and activation of the Typographer App; and help with syncing and Authorized User access. Support hereunder does not include bug fixes, the development or implementation of new features, customization of Fonts, adaptation of Fonts for specific third-party environments, or delivery of alternative versions of the Typographer App or Fonts to accommodate your specific workflows. Company will use reasonable efforts to respond to support inquiries but makes no commitment regarding response times, achieving any particular outcome, or resolving an issue within a specific timeframe.

12. Confidentiality

You will hold in confidence, and will not disclose to any third party, any non-public information relating to the Services, including the Typographer App, any font files, code snippets, hosted font links, or account credentials made available to you, and any non-public features or pricing (“Confidential Information”). You will use Confidential Information solely as necessary to exercise your rights under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of yours. If you are required by law to disclose Confidential Information, you will, unless prohibited by law, give Company prompt prior written notice so that Company may seek a protective order or other remedy.

13. Fees

The Services are provided to you under this Agreement free of charge. Any use of the Services or Fonts beyond the scope of this Agreement, or after the Term, requires a separate paid license at Company’s then-current rates, terms, and conditions. Company may offer paid features or plans, or change the features available free of charge, at any time.

14. Term and Termination

This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with this Section; provided, however, that this Agreement will automatically expire if you do not log in to your account or sync any Fonts through the Services for a period of six (6) consecutive months. Company may, but is not obligated to, notify you by email before any such expiration. Following expiration, you may reactivate your account by accepting the then-current terms of this Agreement.

1. Termination. You may terminate this Agreement at any time by closing your account. Company may terminate this Agreement, or suspend your access to the Services, at any time for any reason, with or without notice.
2. Effect of Termination. Upon termination or expiration of this Agreement, all licenses granted hereunder terminate, except that you may continue to use the Fonts solely for Evaluation Use, and otherwise in accordance with this Agreement, for up to two (2) weeks to wind down your use (the “Wind-Down Period”), and you must cease all use of the Services and the Fonts by the end of the Wind-Down Period. Fonts synced through the Typographer App may be removed automatically from your computers at the end of the Wind-Down Period. Within the Wind-Down Period, you must uninstall and delete the Typographer App and any Fonts from your computers and remove any code snippets or hosted font links from any web pages or environments and will certify the same to Company upon Company’s request. Materials created on your computers and shared with a Client before the end of the Wind-Down Period may remain with that Client for review, but may not be edited, reused, or further distributed. Sections 4, 5, 9, 10, 12, 14(b), and 15 through 24, and any other provision that by its nature is intended to survive, will survive any termination or expiration of this Agreement.

15. Limitation on Liability

IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) LOST BUSINESS, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; OR (iv) LOSS OR INTERRUPTION OF DATA, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100).

16. Indemnification

To the maximum extent allowed by law, you will indemnify, defend, and hold harmless Company, and its affiliate entities, directors, officers, employees, and agents, from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, including reasonable attorneys’ fees, brought or asserted by any third party arising out of or relating to: (i) any misuse of the Services by you or any person accessing the Services through your account; (ii) your violation of the license or publication restrictions herein; or (iii) your violation of applicable laws, rules, or regulations.

17. Warranties; Disclaimers

You represent and warrant that you are at least eighteen (18) years of age and have full authority to enter into this Agreement. THE SERVICES AND ANY SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND ANY SUPPORT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT THE SERVICES ARE ACCURATE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR OPERATING YOUR OWN BUSINESS AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY TO ANY CLIENT OR OTHER THIRD PARTY BY VIRTUE OF THIS AGREEMENT.

18. Notices

Company may provide notices to you by email to the address associated with your account or by posting in the Services. You may provide notices to Company at the contact information made available in the Services.

19. Applicable Law; Venue

This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles. Any action arising in connection with this Agreement will be brought in the federal and/or state courts located in New York City, New York.

20. Class Action Waiver; Waiver of Jury Trial

THE PARTIES AGREE THAT ANY CLAIMS WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIMS. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

21. Independent Contractor

Company is at all times an independent contractor and this Agreement shall not be construed as creating any joint venture or agency between Company and you.

22. Force Majeure

Each party’s performance may be subject to interruption and delay due to causes beyond the reasonable control of such party including without limitation, strikes, labor unrest, riots, power outages, inclement weather and acts of God. In the event of such interruption or delays, the period of performance shall be extended for a period of time equal to the interruption or delay.

23. Assignment

This Agreement and the license granted hereunder are personal to you. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law, or otherwise, including to any employer, Client, business entity, or other individual, without Company’s prior written consent, and any attempted assignment or transfer in violation of this Section is void. Company may assign this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

24. Miscellaneous

Your access to and use of the Services is also subject to Company’s Terms of Service (the “Terms of Service”) and Privacy Policy made available in the Services, as amended from time to time. In the event of a conflict, this Agreement will control over the Terms of Service, and nothing in the Terms of Service expands the license granted, or the use permitted, under this Agreement. Any summary, FAQ, or other explanatory material Company provides about this Agreement is for convenience only, is not part of this Agreement, and does not modify or expand the license granted or the use permitted under this Agreement. Company may modify this Agreement from time to time by posting the modified Agreement in the Services or notifying you by email, and Company will require you to accept the modified Agreement, by clicking to agree or a similar affirmative method, to continue using the Services. The modified Agreement will be effective upon your acceptance, and if you do not accept it, you may not continue to use the Services. If any provision of this Agreement proves to be, or becomes, invalid or unenforceable under any applicable law, then such provision shall be deemed modified solely to the extent necessary in order to render such provision valid and enforceable in the manner that best advances the spirit of this Agreement; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. No waiver of a breach of any term of this Agreement will be effective unless in writing (including by email) from the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this Agreement. No failure on the part of a party to exercise, and no delay in exercising, any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of this Agreement or the rights or obligations of any party hereunder.