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. “Audience Size” means the potential number of people your media content is likely to reach.
7. “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. 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.
8. “Broadcast” means any visual transmission of non-fiction or entertainment content via television, internet, film or other visual media.
9. “Broadcaster” means any person or organisation transmitting visual media via television, internet or other means.
10. “Broadcast Media” means any non-fiction or entertainment content intended for visual transmission, via television, internet, film or other visual media. It does not include advertising content in the form of videos/short films/television commercials (TVCs) or similar format marketing communications relating to another product or service You own, or are legally entitled to market or sell, intended for paid advertising placement.
11. “Marketing Communication” means any movie trailers or related show or series promotions and other associated marketing, such as pamphlets/brochures, posters, print advertising, outdoor advertising (OOH), web advertising (e.g. web banners), digital screens and billboards (non-interactive), and presentations (e.g. Powerpoint) related to Your Broadcasting Media.
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. “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.
14. “Production Budget” means the total sum of money set aside to produce Your visual media project, e.g. Your TV show/series or film.
15. “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.

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.

Broadcast Details

1. This Agreement relates to the use of the Fonts within Your Broadcast Media and according to the specified limit of the Production Budget or Audience Size purchased, as shown on Your Sales Receipt.

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. Installation and Font Sharing You may install and use the Fonts on multiple devices for the purposes of work related to Your Broadcast Media and related Marketing Communications. However, You must not share the Fonts with more than 20 Authorised Persons per the terms of this Agreement. If You require licensing for more Authorised Persons to use and install the Fonts, You must purchase additional desktop font licensing.
3. Authorised Use and Consumption You and any Authorised Persons are entitled to incorporate the Fonts and the designs embodied therein into any form of Broadcast Media, whether the final output is static or dynamic, for Broadcast, and within any related Marketing Communication. There is no upper limit to the Broadcast Media or Marketing Communication output for Your promotional purposes, as long as the licence tier purchased for Your Production Budget or Audience Size is adhered to. If you wish to use the Fonts for another purpose, You may require additional licensing. If You are not sure whether Your use is covered under this licence, please contact WTF.
4. Third-party Broadcaster You may supply the Fonts to a third-party Broadcaster with content You own. You must ensure the third-party Broadcaster does not access or use the Fonts for purposes other than the Broadcasting content You own. You must ensure that the third-party Broadcaster 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 Broadcaster using the Fonts will be deemed a breach by You.
5. 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.
6. 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.
7. Fit for Purpose You are responsible for ensuring the Fonts are suitable for Your Broadcast Media and Marketing Communication uses within the intended form(s) of visual media.
8. 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.
9. 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 Font Software, the designs embodied therein, the trade names and/or trademarks and copyrights associated therewith 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 Desktop 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 Font does not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the Font Software 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, without limitation, including injunctive relief without the obligation of posting security or bond. You agree to immediately discontinue using and delete the Fonts 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 Pennsylvania in accordance with Pennsylvania 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 Pennsylvania.

Miscellaneous

1. You agree that this Agreement between WTF and You was formed in the state of Pennsylvania, and any cause of action arising from it, arises in the state of Pennsylvania and will be governed by and construed in accordance with the laws of Pennsylvania and within the exclusive jurisdiction of the Pennsylvania 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 Desktop 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.