Definitions

1. Font”, “Fonts” or “Font Software” have identical meanings in this Agreement. They are defined as the designs of the Fonts and the Software identified on Your Sales Receipt or Invoice that produces a typeface design(s) together with any other artworks that may be associated with the Font.
2. “WTF” is the Workhorse Type Foundry, a trade name of Havenmade LLC.
3. “Sales Receipt” means the electronic document You receive as confirmation of the Fonts purchased.
4. “You”, “Your” and the “End User” are defined as and refer to the customer (person, company or organisation) who has purchased a licence to use the Font. An End User is not defined as a distributor, reseller, dealer, sub-licensee, original equipment manufacturer (“OEM”), wholesale buyer or any similar entity. WTF Fonts and products may not be distributed and/or sold to third parties without prior written consent from WTF.
5. “Streaming Services” means any internet accessible visual entertainment platform that is consumed via a mobile device, internet connected television or computer.
6. “Advertiser” means a person or company that advertises a product, service or event on Your behalf.
7. “Advertising” means any marketing communication relating to a product or service You own, or are legally entitled to market or sell.
8. “Advertising Content” means any video/short film/television commercial (TVC) or similar format marketing communication relating to a product or service You own, or are legally entitled to market or sell.
9. “Authorised Person” means any person You have given explicit authority to act on Your behalf. For example, any affiliate, contractor or freelance employee, agency, partner, vendor or supplier who is not directly employed by You, but carrying out work on Your behalf for You. They may install and use the Fonts on multiple devices for the purposes of work related to Your business. A breach of any of the terms of this Agreement by an Authorised Person will be deemed a breach by You.
10. “Impressions” measure the number of times a piece of media content — be it a digital billboard, a web banner, a social media advertisement, or a TV commercial — is consumed. The content may be consumed many times by the same user, each exposure counts as an impression.
11. “Paid Advertising” means any paid media placement of your Advertising Content across television and online channels and networks, including but not limited to: TV channels, websites, streaming services and social media platforms, as a form of Advertising or Promotion.
12. “Production Budget” means the total sum of money set aside to produce Your visual media project, e.g. Your TV show/series or film.
13. “Promotion” means any marketing communication relating to a special offer, for a limited time period, for a product or service You own, or are legally entitled to market or sell.

Advertising Details

1. This Agreement relates to the use of the Fonts within Advertising Content, such as short films/videos/TVCs and similar marketing communications, for use in Paid Advertising placements across all channels, networks, platforms and streaming services ( TV and online). If You wish to use the Fonts for an additional purpose, You will need a separate licence Agreement.

No Expiry

1. There is no expiry to this Agreement or its terms, so You may use the Fonts in perpetuity with no further licensing costs. There is no geographic limitation to this Agreement, You may use the Fonts worldwide.

Permitted Uses and Restrictions

1. Authorised Persons The licence granted to You under this Agreement includes use of the Fonts by Authorised Persons. You must ensure the Authorised Persons agree to, and abide by, the terms of this Agreement.
2. Authorised Use You and any Authorised Persons are entitled to incorporate the Fonts and the designs embodied therein into any form of visual media, whether the final output is static or dynamic, for Advertising.
3. Consumption You may use the Fonts within Advertising for Paid Advertising placements up to the level of monthly Impressions (as per Your media buy), shown on Your Sales Receipt. If Your use increases over time, You must purchase a licence upgrade for the increased monthly impression amount.
4. Condition of Use This licence is considered an add-on to WTF’s Desktop Font Licence. You must purchase, or have already purchased, a Desktop Font Licence for the Fonts You wish to use in Your Advertising Content. You will not receive separate Font downloads when You purchase this Advertising licence. For all of Your Advertising Content needs, You can use the Font files received with Your purchase of a Desktop Font Licence.
5. Font File Sharing You can only share the Fonts with Authorised Persons for the creation of Your Advertising Content. The Fonts cannot be used by these parties for any other purpose.
6. Third-party Advertisers You may supply the Fonts to a third-party Advertiser with content You own. You must ensure the third-party Advertiser does not access or use the Fonts for purposes other than Advertising Content You own. You must ensure that the third-party Advertiser does not, through their use of Your content and WTF’s Fonts, cause You to breach the terms of this Agreement. Any breach of this Agreement by a third-party Advertiser using the Fonts will be deemed a breach by You.
7. No Modifications, No Embedding You may not engage third parties to create modifications, derivative works or extensions to any font associated with the Fonts. You are also not permitted to modify, adapt, translate, reformat, reverse engineer, decompile, disassemble, alter or attempt to discover the computer code of the Fonts or the designs embodied therein. The embedding or inclusion of WTF Fonts, or the designs forming the Fonts, in software, hardware, digital documents, apps, applications, devices or in any other form is prohibited. If You wish to use the Fonts for such purposes, contact WTF to discuss.
8. Extended Uses If Your proposed use of the Fonts is not explicitly allowed under this Agreement or You are unsure whether Your use of the Fonts is permitted under this Agreement, please contact WTF. Your failure to contact WTF for approval of the use, or the lack of a specific prohibition on use in this Agreement, will not be interpreted or deemed a waiver or permissible use of any kind.
9. Fit for Purpose You are responsible for ensuring the Fonts are suitable for Advertising or promotional uses within the intended form(s) of visual media.
10. Font File Protection You agree to use reasonable measures to protect the Fonts from access and use by unlicensed or unauthorised third parties. If You discover or are made aware of any unauthorised access and/or use by an unlicensed or unauthorised third party, You agree to notify WTF as soon as is reasonable.
11. Back-up Copies You may make a reasonable number of copies of the Fonts for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Fonts. You must keep back-up copies secure and must take all reasonable steps to prevent any third-party access to them. You will indemnify WTF for all costs, damages or losses incurred as a result of Your failure to comply with this clause. If You discover or are made aware of any unauthorised access and/or use of the back-up copies by an unlicensed third party, You agree to notify WTF as soon as is reasonable.

Rights Reserved

1. You expressly acknowledge that the Fonts, the designs embodied therein, the trade names and/or associated trademarks and copyrights are each the exclusive property of WTF and that WTF has all the necessary rights and titles to license the Fonts to You. All rights not expressly granted under this license are reserved to WTF.
2. You agree that the Fonts and the design of the Fonts embodied therein are owned by WTF and the Fonts’ structure, organization and code are the valuable trade secrets of WTF. You acknowledge that the Fonts are, among other means, protected under United States trademark and/or copyright law, by the trademark and/or copyright and design laws of other nations, and by international treaties.
3. At WTF’s request, You agree to provide an audit to confirm the Fonts You are consuming match Your Sales Receipt. WTF will give You at least 5 business days’ notice to complete the audit.

Warranties and Limitations

1. WTF represents and warrants that the Fonts will perform substantially in accordance with the representations made herein. To make a warranty claim, You must notify the source from which You obtained the Fonts together with a copy of Your Sales Receipt. If the Fonts do not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the Fonts or the refund of the license fee You paid for the Fonts, as an authorised officer of WTF may elect. WTF and its suppliers do not and cannot warrant the performance or results You may obtain by using the Fonts. It is Your responsibility to ensure that the Fonts are fit for Your purpose.
2. WTF expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. WTF does not warrant that the operation of the Fonts will be unimpeded, uninterrupted or error-free, or that the Fonts are without defects. Without limiting the foregoing under no circumstances shall WTF be liable to You or any other party, whether in contract or tort (including negligence) or otherwise, for any indirect losses, special, consequential, or incidental damages, including lost profits, lost savings, loss of data, or business interruption as a result of the use of or the inability to use the Fonts even if notified in advance of such possibility.

Termination

1. Any breach of the terms of this Agreement shall be cause for immediate termination without the obligation of notice or opportunity to cure. WTF shall be entitled to seek any and all remedies under law or equity, including injunctive relief without the obligation of security or bond. You agree to immediately discontinue using and delete the Font software and certify that no copy remains in Your possession or control.

Dispute Resolution

1. Any dispute or difference arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration in Utah in accordance with Utah law. The arbitration shall be by one arbitrator to be agreed upon by both You and WTF and if both parties cannot agree within twenty-one (21) days from the date upon which the dispute arises then an arbitrator will be appointed by the state of Utah.

Miscellaneous

1. You agree that this Agreement between WTF and You was formed in the state of Utah, and any cause of action arising from it, arises in the state of Utah and will be governed by and construed in accordance with the laws of Utah and within the exclusive jurisdiction of the Utah courts.
2. WTF reserves the right to amend or modify this Agreement at any time and without prior notification. Any modifications will preserve the original permitted uses of this Agreement. Modifications may account for changes in technology that would otherwise impair or render obsolete provisions in this Agreement. Modifications shall not be applied retroactively and any original intended use cases will not be void as a result of any modifications. WTF will make such amended terms available at www.workhorsetypefoundry.com. If You do not agree to the modified terms, Your continued use of the Fonts could be in breach of the Agreement.
3. This Agreement embodies the entire understanding between WTF and You and supersedes all prior arrangements or understandings. If an applicable Court declares any part of it to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4. To the extent permitted by applicable law, You hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
5. WTF will not be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

Contact

1. All inquiries of WTF may be sent by email to support@workhorsetypefoundry.com. The Workhorse Type Foundry website is located at www.workhorsetypefoundry.com.