EULA - Additional Terms

1. Who we are
We are F37 Foundry Ltd (F37/we/us/our). Our registered address is 90a High Street, Berkhamsted, Hertfordshire, HP4 2BL. Our registered company number is 10567814.

2. These Terms
(a). These terms apply to any and all of our licenses and other agreements in relation to our Fonts (as defined in the Scope of Licence). Reference to ‘agreement’ herein shall include the Scope of License to which these EULA Additional Terms are incorporated by reference and which may take the form of a ‘Basic Licence’, ‘Webfont Licence’, ‘Social Media Licence’, ‘Application Licence’ and such other usage cases as we make available from time to time.

(b). It is important that you read and retain a copy of these terms for future reference, as they form part of the contract you have with us.

(c). We may amend or make changes to these terms (and/or our licences and other agreements) from time to time to reflect changes to our products or business or to reflect updated legislation. Please check these terms each time you use our website or purchase a licence for use of our Fonts (or any of them) from us to ensure you understand the full terms that apply at that time.

(d). Where reference is made in this agreement (including, for the avoidance of doubt, the Scope if Licence) to a ‘reasonable period’ the same shall mean as soon as reasonably possible, and in any event, no more than 14 days from the date on which the period commences.

3. Intellectual Property Rights
(a). We are the owner or licensee of all intellectual property rights, wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off in any and all typeface and font software on our website and as defined and further detailed in the Scope of Licence and you hereby acknowledge that the Fonts are protected under the Copyright, Designs and Patents Act 1988 and equivalent international and national laws and treaties (IP).

(b). In entering into a licence agreement with us (as identified in clause 2(a)) you are purchasing the rights to use the Font in accordance this agreement (and the applicable Scope of Licence). You are not purchasing any legal or beneficial IP rights in the Fonts (or any of them).

(c). All Fonts will be supplied in machine executable code.

4. Your warranties
(a). Except as expressly set out in any licensing agreement (whether or not concluded on or via our websites) that we have granted to you specifically within a Scope of Licence, you will not (and will not cause any third party to) copy, alter, modify, combine, rent, sublicence, merge or otherwise transfer the Fonts. You must also not disassemble, decompile, reverse engineer or create derivatives based on the whole or part of the Fonts.

(b). You warrant, represent and undertake to us that:

(i). you will not use or cause or permit any other party to use any of the Fonts outside the Scope of Licence (including by ensuring that you will not distribute or licence the Font to any third party for commercial gain);

(ii). you will not modify, adapt or change the Fonts (or any of them) or the Font file type;

(iii). you will use best endeavours to protect the Fonts (or any of them) from unauthorised access and use by third parties (including by ensuring that your systems and network uses up-to-date and modern security software and procedures to prevent unauthorised access to the Fonts);

(iv). you will not sublicence use of the Fonts (or any of them) to third party service providers (Sublicensees) unless we have otherwise expressly authorised you to do so as part of the Scope of Licence, and such use is solely as strictly necessary to enable Sublicensees to provide services to you as required to enable you to use the Fonts (or any of them) in accordance with the Scope of Licence we have granted to you;

(v). you will ensure all permitted Sublicensees use the Fonts only on your written instructions (which shall be in accordance with the Scope of Licence) for the purpose set out in the Scope of Licence only, and undertake to ensure (and take all steps necessary) that the Sublicensee irretrievably deletes the Font from their system(s) on completion of the services they are to provide to you;

(vi). you will not provide the Fonts to Sublicensees (or any other party) as a .exe file;

(vii). where the Fonts are provided to Sublicensees, or are accessible by any other third parties (including by your customers), that you will distribute the Fonts only in a format that obfuscates or encrypts the Fonts or which otherwise prevents such third party accessing (whether by reverse engineering or otherwise) the file formats of the Fonts (or any of them) unless, in relation to Sublicensees only, we have otherwise expressly authorised you to do so as part of the Scope of Licence;

(viii). you will immediately notify us upon becoming aware of any actual or likely infringement of the IP in the Fonts (or any of them) and, where applicable, any breach of the Scope of Licence, and that you shall provide all assistance as reasonably required by us in order to investigate and resolve the matter;

(ix). you will ensure that each person (including a User) who is granted access to and/or use of the Font in accordance with this agreement, complies with the terms of the agreement (which is best demonstrated by you providing a copy of the agreement to such person(s));

(x). all information which you provide to us (whether through our websites or otherwise) is and will be true and accurate, and you shall inform us of any changes to the information which we hold in relation to you within a reasonable period; and/or

(xi). you will be responsible for all taxes (including value added or similar), charges, fines, interest, gross receipts, excise, import, export and levies payable in respect of your licensing of the Fonts (or any of them).

5. Embedding
(a). Except as otherwise set out in the Scope of Licence, embedding and transmitting the Fonts is prohibited.

(b). Where a Scope of Licence grants use in respect of .pdf/PDF creation and external distribution of the same, you and any permitted Sublicensees (by themselves or by their employees, suppliers, contractors and/or agents) may embed the Fonts (or any of them) within a file which is intended for consumption by an end user (meaning the individual or entity who is not in your control which downloads or accesses a document to run on a hardware device, mobile device or otherwise receive the .pdf/PDF file), provided the same is within the Scope of Licence. Such files must be in a ‘read only’ format only. You will use all reasonable endeavours to ensure that you, your permitted Sublicensees and their employees, suppliers, contractors and agents will embed the Fonts (or any of them) in a file format that obfuscates or encrypts the Fonts (or any of them), and will ensure that neither you nor your permitted Sublicensees distribute the Fonts as, or within, a .exe file, nor that the Fonts are installed on or within any end user’s hardware operation system.

(c). Where the Scope of Licence grants use in respect of webpages, you and any Sublicensees (by themselves or by their employees, suppliers, contractors and/or agents) may only put online and/or link to the .EOT, .WOFF, .WOFF2, and/or Web-Only .TTF file formats of the Fonts (or any of them), provided the same is within the Scope of Licence. You will ensure that you, your permitted Sublicensees, and their employees, suppliers, contractors and agents will not put online and/or link to any other file format, including, but not limited to, Truetype or OpenType. Use of the Fonts with web font technologies other than @Font-Face, such as (by way of example, not limitation), slFR, Cufon or Typeface.js is not permitted save as expressly set out in the Scope of Licence.

(d).  Where the Scope of Licence grants use in respect of any broadcast/advertising/marketing use, you and your permitted Sublicensees (by themselves or by their employees, suppliers, contractors and/or agents) may (unless otherwise stated in the Scope of Licence):

(i). embed copies of the Fonts within documents (Embedded Documents) and provided you use all reasonable efforts to secure any Embedded Documents against any unauthorised distribution, display or other use;

(ii). incorporate and distribute JPEG, GIF, PNG, TIFF, PICT or BMP which incorporates visual likenesses to the Fonts (or any of them) provided you use industry-standard digital formats which prevent unauthorised access to the Fonts (or any of them) by third parties (such as the provision of fixed images in rasterized pixel grids); and

(iii). use the Fonts to create “outline art” in Encapsulated Postscript (EPS) format (amongst others) solely for the purposes of preparing artwork for high-resolution output.

6. Our warranties
(a). We warrant that, for a period of 14 days after entering into a licensing agreement with us, the Fonts will, under normal use in accordance with the Scope of Licence, operate or perform for the uses granted to you by the Scope of Licence (and, if applicable, in substantial accordance with the specifications set forth in any documentation accompanying the Fonts).

(b). The warranty contained in clause 6(a) shall not apply to the extent:

(i). that you do not utilise reasonably modern and commonly utilised technology and/or software (in any case where such technology and/or software is more than 7 years old) and operating personnel and operating environments which do not support the Font files as they are supplied by us;

(ii). the failure of the Fonts (or any of them) results from any modification or attempted file format alteration of the Fonts (or any of them) other than by us or on our behalf;

(iii). any attempt to rectify the failure has been made by or on your behalf;

(iv). the failure is attributable to causes external to the Fonts (or any of them) including but not limited to failure or fluctuation of electrical supplies, hardware failures (including failure of the hardware on which the Font is installed), use on or within antiquated hardware or software, accidents or natural disasters; and/or

(v). the Font has been used outside of the Scope of Licence, and is subject to you providing:

(vi). full written reports regarding the failure of the Fonts and the circumstances of the failure; and

(vii). any other information reasonably requested by us for the investigation of the failure.

(c). In relation to a breach of clause 6(a), the sole and exclusive remedy available to you will be, at our sole discretion, either:

(i). the repair or replacement of the Fonts (or any of them) that is in breach of the warranty; or

(ii). a refund of the fee (not including any interest) paid by you for the defective Font.

(d). Except for warranties expressly set out in this clause 6, the Font is delivered “as is” and we make, and you receive, no additional express or implied warranties in regards to the same.

(e). We hereby expressly disclaim any and all other warranties of any kind or nature concerning the Fonts, whether express or implied, including without limitation, any warranty or title, merchantability, fitness for a particular purpose, performance levels, non-infringement, non-interference with enjoyment, operation without interruption, errors within the Fonts, course of dealing, or usage in trade.

7. Limitation of Liability
(a). This section sets out our total liability to you for:

(i). any breach of this agreement (including the Scope of Licence to which theres terms are incorporated); and

(ii). any statement, representation, tortious act or omission (including negligence) arising under this agreement.

(b). This includes our liability for acts or omissions of our employees, agents, subcontractors or consultants.

(c). We shall not be liable for any loss of profits, goodwill, reputation, business, anticipated savings, contracts, goods, data (or corruption of that data) or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(d). Our liability for all other claims which arise in connection with this agreement shall be limited to the amount paid by you to us for the licence of the Fonts (not including any interest).

(e). Nothing in this section, or elsewhere in this agreement, excludes or limits our liability for:

(i). death or personal injury resulting from negligence; or

(ii). any damage or liability you incur as a result of fraud or fraudulent misrepresentation.

8. Data Protection
(a). Where applicable, you acknowledge and agree that your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on our behalf in connection with the goods and services provided by us to you in accordance with our privacy policy.

9. Compliance Information and Audit
(a). You hereby agree that will provide such information and evidence to us as we reasonably require in writing by us to determine and evidence your compliance with the Scope of Licence and these terms (Compliance Information). Provision of the Compliance Information will be provided by you to us within a reasonable period.

(b). If in our opinion (acting reasonably) you fail to provide such Compliance Information in accordance with clause 9(a) or such Compliance Information is inaccurate or fraudulent, then provided we give at least 5 days' notice and comply with such confidentiality undertakings as reasonably required by you, we (and/or our professional advisers) may, during GMT 9am to 5pm on any business day (Monday – Friday), audit and take copies of relevant records, and other documents as we (acting reasonably) deem necessary to verify your compliance with the terms of the Scope of Licence and these terms. If such inspection reveals a discrepancy between actual use of the Fonts (or any of them) and the permissions granted in the Scope of Licence and/or these terms, then you shall promptly pay on demand the shortfall for such unlicensed use and reimburse us in respect of any reasonable professional charges incurred for such audit, inspection and rectification and for the reasonable cost associated with and incurred in the course of any reaudit conducted within the 24 month period following such audit that revealed a shortfall.

10. Fees, Payment and Refunds
(a). Any rights or licence granted to you (whether in accordance with the terms of this agreement or otherwise) is in consideration of, and subject to, you paying the fees (and applicable taxes) for the Font in full to F37 calculated in accordance with F37's then current price list and the information provided during the order process of which acceptance of this agreement is a necessity

(b). You will pay our invoices within 14 days of the invoice date or immediately as part of the order process of which acceptance of this agreement is a necessity, whichever is applicable and earlier. We shall make the Fonts available to you in the applicable format (being OTF and, upon request, TTF for a ‘Basic Licence’, ‘Social Media Licence’ and ‘Application Licence’, and WOFF,  WOFF2 and, upon request, EOT for ’Web font Licence’ and ‘Application Licence’, in each case, as applicable) as soon as reasonably possible following receipt of full payment.

(c). If this agreement terminates for any reason, all amounts due to us shall become immediately payable. This is without prejudice to any other right of ours to claim interest under the law or under this agreement.

(d). Any promotion, discount or multi-licence purchase bundle pricing or discount offered and/or stated on F37's website is entirely at F37's sole discretion and may be withdrawn at any time without notice. It is at F37's discretion as to whether any discount offered will be considered when determining correct licence levels/usage.

(e). All sales concluded are final, non-refundable, non-cancellable, and no refunds or credits may be requested, including in the event that you wish to reduce or terminate the agreement and/or cease use of the Font. No withholding or set off is permitted.

11. Additional Licences or Scope
(a). You may, from time to time, wish to purchase additional licensed rights.

(b). If you wish to purchase additional licences or amend the Scope of Licence , you shall request this from F37 in writing. F37 shall evaluate such request and respond with approval or rejection of the request and confirm how much such additional licences or amended scope (versus your current scope) of the Scope of Licence will cost. Credit will not be provided in respect of the initial purchase price paid (unless solely determined by F37); F37 encourages you to purchase the required scope and that which you anticipate requiring.

(c). If F37 approves your request to purchase and you agree with the fee proposed, you shall pay to F37 the relevant fees for such additional licensed rights as applicable as set out by F37 as directed by F37.

12. Indemnity
(a). You are at all times fully responsible for the observation and compliance with these terms and are fully responsible and liable for the acts and omissions of your Sublicensees, employees, Users, and third parties provided access to the Font in accordance with these terms and the Scope of Licence.  You hereby indemnify, and shall keep us indemnified, at all times against any and all losses (including retrospective licence fees applicable to unlicensed use, which F37 shall solely determine), costs (including legal, recovery, and accounting costs), damages, expenses, management time, all whether the foregoing are indirect or direct, foreseeable or otherwise, which we suffer as a result of any breach of this agreement, including the Scope of Licence to which these terms are incorporated, and our enforcement of the same.

13. Termination
(a). Without prejudice to any other rights or remedies which the parties may have, and any other rights of termination set out in the Scope of Licence, either party may terminate this agreement without liability to the other immediately on giving written notice to the other if:

(i). that other commits any remediable material breach of its obligations under this agreement which is not remedied within a reasonable period (or where the breach is in relation to a failure to pay any amount due, 7 days) after the service of written notice specifying the breach and requiring it to be remedied; or

(ii). that other commits any non-remediable material breach; or

(iii). that other ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement) or becomes insolvent or is otherwise deemed (acting reasonably) unable to pay its debts within the meaning of the insolvency legislation applicable to that party.

(b). On termination of this agreement for any reason:

(i). you shall immediately pay to us all of our outstanding unpaid invoices and interest;

(ii). you (and any third party to whom the Fonts have been made available) shall immediately and irretrievably delete the Fonts from your systems (and, where so requested by us, you shall provide us with such evidence as we may reasonably require to demonstrate your conformity with this requirement);

(iii). any right, remedy, obligation or other liability of either party that exists at termination will not be affected. This includes the right to claim damages for any breach of the agreement which existed on or before the date of termination; and

(iv). any section of this agreement (and the Scope of Licence) which expressly, or by implication, has effect after termination shall continue in full force and effect.

14. Assignment
(a). You may not assign, charge, sub-contract, sublicense (unless expressly permitted to do so in this agreement) or otherwise dispose of any of its rights or obligations under this agreement without our prior written consent (such consent is entirely at our discretion).

15. Waiver
(a). The rights of either party arising out of any provision of this agreement or any breach of it shall not be waived except in writing. Any waiver by either party of any of its rights under this agreement or of any breach of this agreement shall not be construed as a waiver of any other rights or of any other or further breach.

16. Entire Agreement
(a). This agreement (and any document referred to in it) constitutes the entire agreement of the parties with respect to its subject matter. Each party warrants to the other that, in entering into this agreement it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this agreement or not) other than as expressly set out in this agreement. Nothing in this section limits or excludes any liability for fraud.

17. Severability
(a). All agreements and covenants contained in this agreement are severable and in the event of any of them being held to be invalid, unlawful or unenforceable to any extent by any competent court this agreement shall be interpreted as if such invalid unlawful or unenforceable agreements or covenants were not contained within this agreement.

18. Notices
(a). Any notice given pursuant to this agreement shall be in writing signed by, or on behalf of, the party issuing the notice. A notice shall be served by personal delivery or prepaid recorded delivery first class post (or registered airmail in the case of an address for service outside the United Kingdom) to the address given for the relevant party at the beginning of this agreement or, failing such address having been provided by a party, its registered office address, or, in relation to any party, such other address for service in the United Kingdom as that party may from time to time notify to the other in accordance with this Clause 18. F37 is entitled to, and may, serve notice by email to the email address provided during conclusion of this agreement.

(b). For the purpose of this Clause 18, a ‘Business Day’ is a day when the banks in London are open for business. In the absence of evidence of earlier receipt and subject to clause 18(c), notices served in accordance with clause 18(a) shall be deemed to have been received:

(i). if delivered personally, at the time of actual delivery to the address referred to in clause 18 a;

(ii). if served by prepaid recorded delivery first class post, two Business Days from the date of posting;

(iii). if served by registered airmail, five Business Days from the date of posting; and

(iv). in the case of F37, where email notice is permitted, on the Business Day on which the email was sent.

(c). If deemed receipt under clause 18(b) occurs on a day which is not a Business Day or after 5.00 p.m. on a Business Day, the relevant notice shall be deemed to have been received at 9.00 a.m. on the next Business Day.

(d). For the avoidance of doubt, notice given under this agreement shall not be validly served if sent by fax or e-mail (notwithstanding, F37 may serve notice by email).

19. Licence and Marketing
(a). You hereby grant to us the right and permission to (1) reference the relationship between F37 and you, (2) display your use of the Font (including reference to your business name, trade mark, and/or service mark) on any medium, and (3) display screenshots, photographs and captures of your use of the Font (and you agree to supply, within a reasonable period, copies of materials displaying or incorporating the Font as reasonably requested by F37 and permit F37 to display the same).

20. Unethical content
(a). We reserve the right to require you to remove. and you shall immediately comply with the same, (without liability to you) any content using the Font or cease the use of the Font on any medium (including, any website, social media platform and/or any product) which promotes violence or discrimination or where, in our reasonable opinion, it is racist, sexist, promotes extreme political views (as determined by F37), homophobic, xenophobic and/or where the purpose of effect causes distress, harassment or victimisation.

21. Proper law 
(a). This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

(b). The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

© Copyright 2022, F37 Foundry Ltd. All Rights Reserved. Last updated: January 2022