WEBFONT END USER LICENSE AGREEMENT

Thank you for choosing to license a Sharp Type Co. font and typeface. This is a license agreement (the “Agreement” or “EULA”)”) between Licensee 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
   (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 webfont license fee set forth in the Order Form you completed and agreed upon at checkout (the “Webfont License Fee” or simply the “License Fee”), Sharp Type grants to you this non-transferable license for your personal or commercial use of the Font Software to create, style and publish HTML documents on the Internet (i) on certain designated URLs, (ii) for the duration of this license, and (iii) up to a set number of Page Views, all set forth in your license Order Form.
   
   Please note: the Webfont License Fee may increase if the total number of Page Views per month exceeds the amounts you selected in your Order Form. 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 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
   This EULA gives you the non-exclusive, non-transferable, limited and revocable, limited right to install and use the Font Software to create, style, edit, and display text via the CSS@font-face rule (a) at a single Domain Name identified in the Order Form (which includes sub-pages that are located at that same domain name) specified as a Website URL (b) so long as the URL and website are owned and controlled by you, and (c) provided that the display of the text at such domain will not exceed the monthly number of Page Views you specified in the Order Form for the duration of the Term. The Page View tier you selected in the Order Form must reflect the highest number of Page Views in any single month within a 12-month period. For purposes of this EULA, each instance of access to a particular web page is a “Page View”, regardless of whether such visit or display is unique, or such instance of access originates from the same domain.
   
   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.

3. Permitted Uses
   The following uses are expressly permitted under this Agreement (and all other use is prohibited and reserved to Sharp Type, unless you have an addendum or another applicable license from us):

4. Specific Restrictions on Use (i.e. What Uses Are Not Permitted)

   1. You may not use the Font Software to create websites, webpages, articles or documents for display on others’ domain names or websites. (i.e. You must own and control the domain(s) where the content created by the Font Software is displayed). You also may not use the Font Software in excess of the Page Views limit you specified on the Order Form.

   2. This is not a “Digital Marketing” license, and therefore you may not use the Font Software in or for the creation of any Digital Marketing Material (as defined below). “Digital Marketing Material” is defined as marketing or promotional material or content in which the Font Software is embedded (such as in electronic mail) or that is generated and distributed via a server in which the Font Software is installed (for example, and without limitation, banner ads, display advertisements shown on websites, and advertisements displayed or distributed via mobile or web-hosted applications. To the extent that you may have a Webfont License, however, please note that you may display static banner ads promoting your own goods and services created under a valid Desktop license at the domain(s) you may have specified in an Order Form governing your Webfont EULA).

   3. This is not a “Desktop”, “Application”, “eBook /ePub” license, and therefore, you agree that you will not use the Font Software to create (or adorn) documents, stationery, signage, products, merchandise or other printed or physical materials (which, depending on your intended use requires a Desktop License and potentially a Retail Addendum), or in any “static” or embedded digital materials (such as, without limitation, pdf, ePub, or other eReader files, and you further agree that you will not embed the Font Software in any software application, web-based or otherwise (including, without limitation, in any word processor or presentation software or any “open source”, “free” or “publicly available” software). The instant Web License solely covers styling, editing, and displaying of the Font at and on web pages. If you have a smart-phone, tablet or other application that works in conjunction with your web page (via API or otherwise), please note that you will need a separate Application License in the event that you seek to embed or edit the Font via or in such a downloaded/local software application (regardless whether it is “local/downloaded” in whole or in part – for purposes of illustration: if you intend to use the Font Software in connection with a web application like the subscription service Microsoft Office 365®, for example, you would need this Webfont License; if you were to use the Font Software in connection with a desktop or mobile application, like Microsoft Outlook® , you would need an App License).**

   4. 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, IPTV, OTT or other television, any online subscription-based services (such as Netflix or Hulu), or celebrity webseries, whether on the Internet or broadcast through other media.

   Please note: We offer licenses for most of the above-uses on our website, or, if you are seeking “broadcast” or “webcastplease contact us at licensing@sharptype.co.

5. 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 to the full extent provided by law, that you may not directly or indirectly copy the Font Software (except as otherwise specifically set forth herein), 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 also expressly agree not to embed, bundle with, or make the Font Software available directly or indirectly in or with any “open source” or “free software” that is distributed or made available under any license terms that directly require the Font Software to be disclosed or distributed in source code form or be licensed for the purpose of making derivative works, or otherwise that may cause, directly or indirectly the Font Software to become “open source” or subject to an open source or similar software license. 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). You may create a single backup copy of the Font Software provided that it is for archival purposes only and so long as the copy remains in your exclusive control.

6. 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 mast-head of an online magazine, 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.

7. 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.

8. 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 license expires, 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. Additionally, Sharp Type may terminate this EULA if you violate any of the terms and conditions stated herein, and termination will be effective immediately upon your receipt of written notice from Sharp Type (which may be given by email to the address in your Order Form, or as may be updated by you expressly for this purpose; such update requires confirmation by Sharp Type of the change by email other than by autoresponder).

   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 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.

      3. 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.

9. 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, such 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 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 and 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 App 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.co, 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. V11.