General Purchase EULA

Archive Foundry General Purchase End User Licence Agreement 2024 version 1.0 - 22/08/2024 (EULA)

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Introduction

This End User Licence Agreement (“EULA”) is a legal agreement between you (“Licensee”) and Archive Foundry (“Licensor”) regarding the use of the typeface products (“Fonts”) provided by Archive Foundry. By purchasing, downloading, installing, or using the Fonts, you agree to be bound by the terms of this EULA. This EULA outlines the permitted uses, restrictions, and conditions under which you may use the Fonts, as well as the rights reserved by Archive Foundry.

For the purposes of this agreement, a “client” is defined as either the end user of a specific project for which a designer, studio, or agency is creating work involving the Fonts, or a single individual who wishes to use the Fonts in their own project and requires coverage for 1-2 employees. The client is the Licensee and is bound by the scope of the licence terms, including what is and is not permitted, and the company size selected at the time of purchase.

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1. Licence Grant

Archive Foundry grants you a non-exclusive, non-transferable licence to use the Fonts in accordance with the terms set forth in this EULA. The scope of this licence (and its fee) is determined by the company size selected at the time of purchase.

The licence allows for the following specific use cases:

• Company Logos and Brand Identity: Usage in company logos and brand identity materials is permitted, including designs such as business cards, letterheads, and company websites that directly represent the brand. If your intended use falls outside this scope, or if you are unsure whether your usage is covered, you must contact Archive Foundry for clarification.‍
• Advertising: Usage in advertising campaigns is permitted, including out-of-home (OOH) advertising such as billboards (both print and digital), online banner ads, and cross-platform advertising (e.g., Google Ads, Spotify Ads, YouTube Ads). However, this does not extend to television broadcast advertising, which requires a bespoke licence.

• Digital Platforms and Websites: Usage on company websites, trading platforms, servers, and mobile or tablet applications is permitted.
• Social Media Marketing: Usage in social media content and marketing, including platforms like Instagram, Facebook, LinkedIn, and Twitter, is permitted.
• Interior Design and Wayfinding: Usage in interior design and wayfinding, including wall graphics, 3D signage, and other creative interpretations of environmental branding, is permitted.
• Print Materials: Usage in print materials such as billboards, posters, leaflets, brochures, and other physical advertising mediums is permitted. Please note that product packaging is not permitted as this would require a bespoke license agreement as this license doesn’t permit retail products (see section 3 for more information).

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Please note that these use cases define the scope of the licence granted, and any usage outside of these permitted uses will require a bespoke licence agreement.

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2. Company Size, Users, and Licensing Tiers

Licences are granted based on the size of the Licensee’s organisation or group, or the number of individuals involved in a project in which the Fonts are to be used. As stated in Section 1, the scope of this licence is determined by the company size selected at the time of purchase. The term “permitted users” is directly linked to the company size selected, meaning the number of permitted users equates to company size selected. ‍

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Definition of Client:

A client is either the end user of a specific project for which a designer, studio, or agency is creating work involving the Fonts, or a single individual who wishes to use the Fonts in their own project and requires coverage for 1-2 employees. The “client” is the Licensee and is bound by the scope of the licence terms, including what is and is not permitted, and the company size selected at the time of purchase.

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The licensing tiers are structured as follows:

• 1-2 employees
• 3-10 employees
• 11-25 employees
• 26-50 employees
• 51-99 employees
• 100+ employees (requires a bespoke licence)

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When purchasing a licence, it is crucial to select the tier that accurately represents your or your client’s organisation size. Design studios, agencies, or individuals purchasing on behalf of clients must select a tier that corresponds to the client’s company size, not their own, to ensure that the end user (the client) is properly licensed. As stated previously, the end user in whose work the Fonts are depicted is the client and Licensee. In this case, users should familiarise themselves with Section 6 regarding duties and rules around transfer of ownership.

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Important Note:

If an individual solo designer or a design studio purchases the licence and uses the Fonts in multiple published (individual) client works, this usage is not covered under the selected licence unless each end client has a separate licence. The Fonts are licensed based on the end user—the client for whom the Fonts and any artworks depicting the Fonts are used. Licensees should refer to Section 6 regarding rules about transfer of ownership and reassessment rights.

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Illegal Cross-licensing:

It is important to note that at the time of purchase, with company size selected and the client in mind, it is illegal for users to use the Fonts in a project that contradicts their existing licence. Cross-license sharing is not permitted. For example, if a Licensee who purchased the Fonts with a company size of 1-2 employees were to use the Fonts in a project where the client has more than 1-2 employees, this would constitute a breach of the licence agreement. Licensees should also refer to Section 6 regarding rules around transfer of ownership and what constitutes the need for a new licence agreement.

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3. Restrictions

The following use cases are not permitted under this general purchase licence:

• Broadcasting: Usage in television broadcasting or any artworks featured within the medium of broadcasting is not permitted. This includes using the Fonts in video footage that will be broadcast, such as apps or digital interfaces shown in TV ads or TV shows. A bespoke licence is required for any such usage.
• Streaming Platforms: Usage on streaming services such as Netflix, Amazon Prime Video, Twitch, YouTube, Apple TV, Mubi, Roku, and similar platforms is not permitted. This restriction covers all artworks and digital products that will be featured on or associated with streaming content.
• NFTs and Blockchain: Usage of the Fonts in any form of NFT (non-fungible token) or tradable token is strictly prohibited. This includes creating, selling, or distributing NFTs that incorporate the Fonts, as well as using the Fonts in any blockchain-related activities in which there is a sale of our fonts. While usage on websites or brands dealing with NFTs is permitted and including in the visual design of web platforms or applications that deal these, the Fonts themselves may not be used in any NFT items commercially or non-commercially.
• Retail Products: Usage in the creation of retail products (both digital and physical) intended for sale is not permitted without a bespoke licence. This includes artworks or goods that incorporate the Fonts and are sold publicly or privately.
• Video Games: Usage in video games, including in-game interfaces, branding, or any artworks associated with the game, is not permitted. A bespoke licence is required for any usage related to the gaming industry.
• AI Training and Tools: The Fonts may not be used in any artificial intelligence (AI) training, machine learning models, or tools that could lead to the recreation, replication, or derivative works of the Fonts. Such use is strictly prohibited and would constitute intellectual property theft.
• Operating systems and publishing software: The fonts may not be used in the distribution of operating systems and publishing/art production software. This means that no repurposing of the fonts for users of a software product to produce literature, artworks or media which would effectively include an illegal sub-license of our font. This is not permitted any any clients wishing to use our fonts specifically in these scenarios should contact us for a bespoke agreement.

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4. Intellectual Property and Restrictions on Modification

The Fonts are the intellectual property of Archive Foundry and are protected by copyright laws. You may not:

• Modify, alter, or edit the Fonts without prior written permission from Archive Foundry.
• Distribute, resell, or sublicense the Fonts to any third party.
• Upload the Fonts to any file-sharing platform, social media site, or other online platform for public distribution.
• Embed the Fonts in any product or service that competes with Archive Foundry.
• Rename the font files without prior written consent
• Change the licence to another categorised format such as 'open source' as this constitutes intellectual property theft

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5. End User Licence and Third-Party Access

The licence granted by Archive Foundry is always intended for the end user, not any third party. Any third party (e.g., developers, designers, printers) who requires access to the Fonts for the purpose of completing work on behalf of the Licensee must adhere to this EULA. Such third parties are not licence owners and may not use the Fonts in other projects unless those projects are also covered by an appropriate licence.

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It is the Licensee’s responsibility to ensure that any third parties accessing the Fonts for project completion are aware of and comply with the terms of this EULA.

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6. Transfer of Ownership, Reassessment Rights, and In-Perpetuity Licence

This licence is granted in-perpetuity, meaning it is ongoing and does not expire unless terminated under the conditions outlined in this EULA. However, Archive Foundry reserves the right to reassess the Licensee’s use of the Fonts if there is reason to believe that:

• The Licensee has inaccurately reported their company size at the time of purchase.
• The Licensee has breached the terms of permitted and restricted uses as outlined in this EULA.

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If a breach is found, Archive Foundry may require the Licensee to upgrade to a more appropriate licence tier or may terminate the licence with immediate effect, issuing a cease-and-desist order. In such cases, no refunds will be issued, and the Licensee must cease all use of the Fonts and destroy all copies in their possession.

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Transfer of Ownership:

If the project, client, or Licensee who purchased the Fonts is acquired by another company, Archive Foundry reserves the right to reassess the licence. The licence is specific to the original entity (licensee) and is not transferable to other entities within a larger (or smaller) corporate group without prior written consent from Archive Foundry. It is important to note that the licensee is still the original entity, even within the new organisational structure - and does not transfer to any new parent entity or owner. The new parent entity or organisation owner may not use the fonts in other owned entities as this would require a separate licence which would be determined through the same due process as all new unique licences.

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In such cases, the acquiring company must contact Archive Foundry to discuss the potential need for a new or revised licence agreement. This reassessment ensures that the usage rights and licensing fees remain accurate and reflective of the new organisational structure.

7. License Termination and Audit

Termination of the licence may occur in cases of serious breach, including deception or fraud where the Licensee has deliberately misrepresented their company size or use case to avoid a bespoke licence. If Archive Foundry suspects a violation or under-reporting of company size, it will first attempt to contact the Licensee to rectify the situation by requesting payment for the difference in licence fees.

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Archive Foundry reserves the right to conduct periodic audits of Licensees to ensure compliance with this EULA. Audits may include, but are not limited to:

• Checking public records for accurate employee counts.
• Checking land-registry public data to obtain information on number of business premises
• Reviewing funding stages or company growth via public information.
• Contacting third parties involved in projects using the Fonts.
• Checking website views/users and app downloads/users.
• Checking public tax returns and accounts information.

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These audits help ensure that the licensing structure remains fair and profitable for Archive Foundry while accurately reflecting the Licensee’s usage needs.

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8. Limitation of Liability

Archive Foundry shall not be liable for any damages, including but not limited to lost profits, lost savings, or any incidental or consequential damages arising out of the use or inability to use the Fonts, even if Archive Foundry or an authorised representative has been advised of the possibility of such damages.

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The Licensee is responsible for testing the Fonts in their project environment before full deployment. Archive Foundry provides the Fonts as-is and will issue updates to resolve any bugs or defects identified post-purchase at no additional cost. Any bugs or errors should be reported immediately, and Archive Foundry will determine whether the issue is with the Fonts themselves or with the Licensee’s implementation.

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9. Governing Law and Worldwide Applicability

This EULA shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles. This licence is intended to be applicable and enforceable worldwide, in accordance with the laws of the Licensee’s home country as well. If any provisions of this EULA are found to be unenforceable under applicable law, such provisions shall be modified to reflect the parties’ intention, and the remaining provisions of this EULA will remain in full effect.

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10. Amendments and Updates

Archive Foundry reserves the right to amend or update this EULA from time to time. Licensees will be notified of significant changes via email or through the Archive Foundry website. Continued use of the Fonts after any such updates or changes constitutes acceptance of the revised EULA. If you do not agree with any changes to the EULA, you must cease using the Fonts and may contact Archive Foundry to discuss any concerns.

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11. Dispute Resolution

In the event of any dispute arising from or relating to this EULA, the parties agree to attempt to resolve the dispute through discourse between each other. If no success is found in conversational attempts, the dispute should first go through mediation before initiating any legal proceedings. If mediation fails, only then the dispute shall be settled by binding arbitration under the rules of the London Court of International Arbitration (LCIA) in the United Kingdom (or similar if not available/applicable). Each party shall bear its own costs of arbitration, except as may be otherwise provided in the rules of the arbitration body.

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12. Warranties and Indemnification

Warranties

The Fonts are provided “as is” without any warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. Archive Foundry does not warrant that the Fonts will be error-free, that any errors will be corrected, or that the Fonts will meet the Licensee’s specific requirements. Archive Foundry is not responsible for any issues related to third-party software, platforms, or operating systems that may affect the performance of the Fonts. As stated in Section 8, Archive Foundry will fix errors provided that the error is not due to the implementation of the Fonts by the Licensee—this will be determined upon examination.

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Optional Support Clause

Archive Foundry may offer technical support related to the use of the Fonts at its sole discretion. Such support is provided on an “as available” basis and may be subject to additional fees. Archive Foundry does not guarantee the resolution of any specific issues, and support is limited to ensuring the Fonts function as intended within the scope of the provided files.

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Indemnification

The Licensee agrees to indemnify, defend, and hold harmless Archive Foundry, its affiliates, and its respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising out of or in any way connected with the Licensee’s use of the Fonts in violation of this EULA or any applicable law.

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13. Termination Process

In the event of non-compliance with the terms of this EULA, Archive Foundry may provide the Licensee with a 14-day period to cure the breach. If the breach is not cured within this period, Archive Foundry reserves the right to terminate the license immediately. Upon termination, the Licensee must cease all use of the Fonts and destroy all copies in their possession. No refunds will be provided in the event of termination due to the Licensee’s breach of this EULA.

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14. Specific Jurisdiction

Any disputes arising under or related to this EULA shall be subject to the exclusive jurisdiction of the courts of London, United Kingdom. The Licensee consents to the jurisdiction of such courts and agrees that they are a convenient forum for resolving disputes.

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15. Data Protection and Privacy

Archive Foundry respects the privacy of its Licensees and complies with all applicable data protection laws, including the General Data Protection Regulation (GDPR). Any personal data collected during the purchase or use of the Fonts will be processed in accordance with our Privacy Policy, available on our website. By purchasing or using the Fonts, the Licensee consents to the processing of their personal data as described in the Privacy Policy.

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16. Case Studies and Marketing Rights

Without the Licensee’s prior written consent, Archive Foundry may use the Licensee’s project in its portfolio or other marketing materials to showcase the use of the Fonts. This includes but is not limited to display on the Archive Foundry website, social media channels, and promotional materials. The Licensee retains all intellectual property rights to their project, and any such use by Archive Foundry will include proper attribution to the Licensee.

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17. Feedback and Improvement

Archive Foundry values feedback from its Licensees and encourages you to share any suggestions or insights that could help improve our products or licensing process. Your feedback may be used to enhance future versions of the Fonts or related services. By providing feedback, you grant Archive Foundry a non-exclusive, perpetual, irrevocable, and royalty-free license to use your feedback for any purpose without any obligation to you.

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18. Contact Information

For inquiries regarding this EULA, please contact:

Samuel Powell
Founder of Archive Foundry
United Kingdom
hello@archivefoundry.com