Standard license

VJ TYPE standard End-User License Agreement

Preamble
1. Pricing assumes that the terms of this Agreement are unchanged. VJ Type reserves the right to charge supplemental fees for any changes to this Agreement requested by the User.
2. In consideration for the provision of the Font to the User and the authorization granted to it under this Agreement as specified in the Invoice and the Addenda, the User shall pay VJ Type the sum indicated on the Invoice.
3. Full payment is the condition for providing a download link to the User, thus enabling the download of the selected Font. Payment is due:
4. For any order made online, directly after confirmation of the order placed on the Website.
5. For any order made offline, on receipt of the Invoice sent by VJ Type to the User.
6. The license is only granted to the User subject to the condition that the entire price has been paid to VJ Type.
7. Payment upon termination. If the User terminates this agreement before the expiration of the Term, all amounts due under this agreement shall remain owed to VJ Type by the User and shall be paid in full to VJ Type upon receipt by the User of the notification of termination.
License use
1. Usage. VJ Type grants the User a non-exclusive, non-transferable, non-sub-licensable license to use the Font, subject to the provisions of this Agreement, and full payment of the fees according to Article 6 of this Agreement.
2. Users. It is expressly understood that the “User” in this Agreement is the actual end-user and that references herein to “User” encompass the “User Group” (as defined in the Addenda).
3. License types. The scope of the license varies according to the User’s choice among the different “License extensions” in the Addenda. If the Invoice identifies a limitation (such as, but not limited to, brand, project, or website domain name), the license is limited as set forth therein.
4. Regular personal and business use. The license allows the User to use the Font per instructions and functionalities as described in the Associated Documentation, for the specific needs of the User’s commercial activity, particularly for promotional and publicity purposes. “Associated Documentation” refers to the proof of functionalities linked to the Font, and enabling its use, as available on VJ Type’s Website, such as the Font’s specimen or the minimum systems requirements page.
5. Procurement. If you intend to procure a license on behalf of another party (for example, if you are an independent contractor who wants to procure a license to perform a work for a company), the license must be in the name of the end-user, and your use would be governed by a “Third-Party Addendum”.
6. Backup copies. The User may make backup copies of the Font beyond the copies used as expressly authorized herein, solely for archiving purposes, and agrees to control and protect them. In case of termination of the Agreement, the User must immediately destroy the Font and all copies thereof under the conditions set out in Article 8 of this Agreement.
7. Additional Usage. The scope of the licenses listed hereinafter as “License types” in the Addenda are independent from each other, and more than one type of license may be purchased. Any usage not expressed in this Agreement is prohibited unless separately agreed to in writing.
Limitations
1. Any rights not expressly granted to the User are reserved for VJ Type. The User is prohibited from using the Font outside the scope determined by the license under this Agreement. Failure to respect this prohibition constitutes a material breach of this Agreement for which the User shall be held liable, and may result in a claim for damages and the termination of this Agreement, including but not limited to all support rights and warranties granted herein.
2. By way of example and not limitation, the User is not authorized to:
  1. Copy: The User may not share, copy, transfer, market, hire, sub-license, give, lend, distribute, market, or otherwise provide the Font to a third-party (such as, but not limited to, any subsidiary, affiliate, franchisee, assignee, agent, customer, client, subcontractor, designer, supplier, independent contractor or freelancer).
  2. Modify: The User may not modify, edit, adapt, or subset the Font, or create derivative works based on the Font. The User is not authorized to modify or amend the digital data characteristics of the Font, wholly or partially, such as, but not limited to, the creation of additional weights, styles, or variations, the creation, modification, or removal of existing typefaces, glyphs, metrics, spacing, kerning, table, or hinting data. The components of the Font are provided as a single unit. The User is not authorized to separate and install the components on different devices.
  3. Decompile: The User may neither reverse engineer, decompile, disassemble, alter, nor attempt to access the source code of the Font. The User’s right to use the Font is, in all cases, limited to the executable code, and any attempt to access the source code is prohibited. This limitation is without prejudice to applicable mandatory legal provisions and treaties, particularly relating to interoperability, and solely to the extent that the decompiled data is necessary for interoperability and has not been provided by VJ Type, after written request by the User.
  4. Convert: The User may not convert the Font into another format. VJ Type has the sole right and authorization to supply the Font in different or supplementary formats, at a discretionary fee. Any conversion is the exclusive property of VJ Type, and the User agrees to be bound by all the stipulations of this Article 3.
  5. Embed: The User may not create a digital file (such as, but not limited to, PDF files and other formats) in which all or part of the Font is embedded in a format that enables its extraction, editing, alteration, enrichment, or modification by the recipient of such a document, in any way whatsoever. This prohibition includes the extraction of vector contours. The User may not transmit a file in which the Font is embedded to any third-party that could extract the Font from such a file.
  6. Original Equipment Manufacturer (OEM) embed: The User may not embed the Font into manufactured products (such as, but not limited to, portable, integrated, onboard equipment and electronic systems, interactive terminals, portable game consoles, smartphones, or tablets), regardless of whether the display of the Font springs from an image of the Font in vector or bitmap format (such as TIFF or GIF or any other format) or from the Font file itself.
  7. Create letterlike products: The User may not create alphabet products or devices for the creation of forms of letters (such as, but not limited to, stamps, decals, tattoos, stencils, adhesive letters, numbers, and house plaques), or any product or derivative product, linked to the form of letters and other glyphs contained in the Font (such as symbols, or any other non-alphabetical glyphs).
  8. Create merchandising products: The User may not create any merchandising products (such as, but not limited to, goods for sale, logo design, retail packaging, clothing, textile and apparel, decor, crockery, or point-of-sale display) using the Font.
3. By accepting this Agreement, or by downloading, installing, or using the Font, the User does not become the owner of the Font or the font file, nor the rights to the Font or the Font file. There is no act of “purchase” or “sale” of the Font of the Font file. The User only acquires authorization to use the Font or the Font file under the terms and conditions and within the limits provided in this Agreement. VJ Type remains the sole owner of the rights to the Font and the Font file.
Duration and territoriality
1. Duration. The right to use the Font granted within the framework of the Agreement is granted, according to that indicated in the Invoice, for a specified Term (“Term”). Unless otherwise specified, the default term duration is 1 year. The Term is automatically renewed for the same period unless any Party gives notice in writing 3 months before the end of the initial or subsequent Term. All uses permitted herein must be discontinued by the Term expiration date, subject to all of the provisions of this Agreement, unless a new Addendum covering a future period is granted. If the license is granted for a “Permanent” Duration, such duration is defined as the legal protection period of the Font as provided by applicable intellectual property laws, as currently in force, or that which may result from any legislative change.
2. Territoriality. The type(s) of license (s) selected by the User, as described in the Addenda, are granted according to that indicated in the Invoice, for a specified geographical location (defined as “Zone”). Unless otherwise specified, the default specified geographical location is the User’s country, as specified in the User’s address in the heading of this Agreement.
Intellectual property
1. The Font is protected by intellectual property rights owned by VJ Type, contract law, and common liability law, which the User acknowledges.
2. VJ Type has and retains exclusive ownership, title, interest, and all associated intellectual property rights related to the Font in whole or in part, which the User acknowledges. The authorization granted to the User under this Agreement does not transfer any of these rights to the User, either in whole or in part.
3. Under no circumstances may the User act as the owner of the digital file that VJ Type makes available to the User. The physical control of the file is only granted to allow the User to enjoy the limited rights granted, and subject to the authorization given.
4. If a dedicated “Credits”, “Colophon”, or similar section exists, the User has an obligation, to a reasonable extent, to credit VJ Type as the originator and holder of all rights attached to the Font, and to display citations of authorship, copyright, trademark, or other applicable law attached to the Font.
5. VJ Type reserves the right to include the commercial reference “VJ Type” and the right to mention creations made by the User, and show the Font as a reference in commercial prospecting, external communication, marketing, and advertising. VJ Type can use images of the User’s work showing the Font in its portfolio (such as, but not limited to, any website that shows its work, social channels, and in submissions for professional awards and recognitions). For such purposes, User courteously grants VJ Type a permanent, irrevocable, royalty-free, fully-paid, nonexclusive, worldwide license, with no duty to account, to VJ Type, for unrestricted use for any purpose, either individually or in combination and both separately and as integrated into other capabilities, including without limitation the right to sublicense or otherwise authorize, implicitly or explicitly, a third-party to exercise any or all such rights. VJ Type reserves the right to use the User’s name and logo in its list of representative clients. The User accepts to include and uphold the signature “VJ Type” and that of any stakeholder on any reproduction, irrespective of the operational field and the media used, and in the context of any representation or communication to the public, regardless of the process, including television broadcasting or online electronic broadcasting.
Payment
1. Pricing assumes that the terms of this Agreement are unchanged. VJ Type reserves the right to charge supplemental fees for any changes to this Agreement requested by the User.
2. In consideration for the provision of the Font to the User and the authorization granted to it under this Agreement as specified in the Invoice and the Addenda, the User shall pay VJ Type the sum indicated on the Invoice.
3. Full payment is the condition for providing a download link to the User, thus enabling the download of the selected Font. Payment is due:
  1. For any order made online, directly after confirmation of the order placed on the Website.
  2. For any order made offline, on receipt of the Invoice sent by VJ Type to the User.
4. The license is only granted to the User subject to the condition that the entire price has been paid to VJ Type.
5. Payment upon termination. If the User terminates this agreement before the expiration of the Term, all amounts due under this agreement shall remain owed to VJ Type by the User and shall be paid in full to VJ Type upon receipt by the User of the notification of termination.
Warranties
1. Warranties by VJ Type. VJ Type warrants that it has the legal capacity to enter into this Agreement, and holds the required intellectual property rights to grant the authorizations to the User set out in this Agreement. VJ Type shall hold the User harmless against any claim or suit that might be brought by any person or entity regarding intellectual property rights to the Font (expressly excluding their use by the User), as long as:
  1. The User has promptly notified VJ Type of the claim;
  2. VJ Type has been able to conduct freely, at its own cost, the defense of its interests, and in particular has given its agreement to the choice of counsel; and the User has promptly provided the information and assistance reasonably necessary to conduct said defense.
2. Warranties by the User
  1. The User warrants that it has the legal capacity to enter into this Agreement, has read and understood it, and agrees to be bound by its terms and conditions. The User warrants that all members of the User Group are aware of and agree to be bound by the terms and conditions of this Agreement. In case of any unauthorized use of the Font or other breach of this Agreement, the User acknowledges its liability to VJ Type and its obligation to compensate VJ Type in this respect.
  2. The User guarantees VJ Type against all uses, representations, or reproductions, particularly in the form of a copy, of the Font, in whole or in part, or any other unauthorized or non-compliant use, and acknowledges that it shall be solely liable in the event of representation, reproduction, or extraction of the Font, in whole or in part, in particular by unauthorized users, and in the event of use in anything other than compiled executable form.
3. 30-day warranty. While VJ Type warrants the Font’s ability to be installed correctly for thirty days following delivery, it does not guarantee the Font’s fitness for the particular purpose envisioned by the User. To make a warranty claim concerning the installation of the Font, the User must contact VJ Type through its Website. Claims must include a transaction reference and documentation of the issue.
4. Disclaimers
  1. Except as represented in this agreement, all fonts, work product, and deliverables by VJ Type are provided “as is”. To the fullest extent permitted by law, VJ Type disavows any liability in any respect whatsoever for direct or indirect detriment pertaining to this Agreement, except in the sole instance where a causal link has been established between the alleged detriment and gross misconduct or intentional fault of VJ Type.
  2. The User alone shall bear responsibility for the detriment caused by any non-compliant usage. The User further agrees that it is responsible for complying with all foreign and domestic laws on the control of exports or transfers of technology and is responsible for any damages due to any failure to comply.
  3. In all instances, the User hereby agrees that VJ Type’s total liability for any detriment suffered by the User in connection with this Agreement is limited to:
    1. For Licenses granted for a permanent duration: the amount paid by the User to VJ Type under Article 6 of this Agreement.
    2. For Licenses granted for a yearly duration: the latest yearly amount paid by the User to VJ Type under Article 6 of this Agreement.
    3. For recurring payments, the amount is limited to 1 year, calculated on the basis of the prorated amount of the last 12 months.
Termination
1. General termination. In case of termination of this Agreement, the stipulations of Articles 1, 5, 7, 8, 9, and 11 remain applicable. No fees will be refundable to the User upon termination. As of the date of termination:
  1. The User must cease using the Font to publish all documents, withdraw Font files from any intangible or digital formats (such as, but not limited to, applications, software, and servers), and disable the display or use of the Font on all formats or terminals, including websites.
  2. The User must delete the Font and any copies from all servers, computers, devices, and any other space in which the Font is stored. The User acknowledges that retaining the Font after termination of the Agreement constitutes a breach.
  3. The User may use existing physical documents that were not distributed before the termination date. No re-publication or reprint is authorized after the termination date.
  4. The User may use social media publications and web bitmap image files that display the font.
  5. The User must submit a declaration signed by the User (or an officer of the User) that attests to the compliance with the provisions herein.
2. Termination for non-compliance
  1. This Agreement is subject to termination by VJ Type if the User breaches any of its terms and conditions. Such termination may be effected 30 days after notice has gone unanswered.
  2. VJ Type may, but is not required to, offer revised conditions of the Agreement on which the User may continue to use the Font after curing the breach in an appropriate manner. (For example, if the User fails to respect the Agreement’s “User Group” limitation, VJ Type may require, as a condition of continued use, that the User expands the User Group to “unlimited employees” so there will be no need for future oversight on this issue.)
  3. In the event of termination for breach:
    1. The User must immediately recall physical documents printed on tangible formats published with the help of the Font that have already been distributed.
    2. The User must immediately recall digital documents, such as but not limited to files, application, sofware, or products, that display, embed, integrate, or otherwise make it possible to generate the Font. The User must remove all references to the Font file, Font name, and Font file name in code and commented-out code, including that of a website or any digital file and product.
    3. The User must immediately recall social media publications and web bitmap image files that display the font.
    4. The User may not use existing stocks that were not distributed before the termination date.
  4. The cure of a breach or the termination of the Agreement is without prejudice to VJ Type’s entitlement to damages. In addition to any damages the breach may cause, VJ Type will be entitled to payment by the User of reasonable costs incurred to investigate and address the violation, enforce the license, and finalize a settlement, including bailiffs’, investigators’, and attorneys’ fees.
Assignment
1. This Agreement is concluded by VJ Type in consideration of the User’s person. The User therefore agrees not to assign, subrogate, or transfer this Agreement, in whole or in part, to a third-party, without VJ Type’s prior written consent.
2. This Agreement is concluded by the User regardless of VJ Type’s person. VJ Type may assign, subrogate, or transfer this Agreement, in whole or part, to a third-party, without the User’s prior written consent.
3. Should the Font or the Agreement be validly transferred by the User to a third-party in application of the law, said transfer shall only be valid and enforceable against VJ Type on condition that the User informs VJ Type of the identity and full contact details of the above mentioned third-party and that the User provides proof to VJ Type of the destruction of all copies of the Font by the initial User.
Applicable law and competent jurisdiction
1. The Parties agree that the Agreement is prepared, subject to, and interpreted according to the laws of France, and that the exclusive jurisdiction for any disputes shall be the competent courts of Paris. A jurisdiction of VJ Type’s choosing may be substituted at VJ Type’s discretion, which the User expressely accepts.
2. In the event of a potential dispute, the User undertakes to provide notice to VJ Type, either by email or by registered mail with acknowledgment of receipt, of the issue and to engage in good-faith discussions to reach an amicable solution. In the event of failure to reach an amicable solution, the Parties agree that the dispute shall be heard as set forth above.
3. The User expressly agrees that the United Nations Convention on Agreements for International Sales of Goods is excluded.
General
1. Audit. During the Term of this Agreement and one year after its termination, if VJ Type so requests, the User is required to provide complete and accurate answers to VJ Type’s questions concerning equipment on which the Font is installed and uses to which the Font has been put, certified by the User (or an officer of the User). In addition, upon at least twenty days’ advance notice, VJ Type may, either through its employees or a third-party designated by VJ Type, inspect the User’s records and equipment to verify compliance with the terms of this Agreement. VJ Type will treat in confidence all information to which it has access in making an inspection, except as may be reasonably necessary to enforce this Agreement.
2. Non-Waiver. If the User is unsure that the use it intends to make of the Font is authorized, it must contact VJ Type for verification. To obtain a customization or upgrade of a license, the User must contact VJ Type for further information. The absence of any specific prohibition in this Agreement may not be interpreted as authorization or authorized usage under any circumstances. The fact that VJ Type might not have specified certain limitations in this Agreement, or might not enforce specific violations, shall not be deemed a waiver of any of VJ Type’s rights; and the User remains required to comply with this Agreement.
3. Agreement updates. With the User’s consent, VJ Type may amend or modify this Agreement, particularly for technical developments that may render any provisions obsolete or incomplete. VJ Type shall inform the User and record the User’s consent to updates as stated in 1.4., or in any other written form.
4. License normalization. In the event of multiple license purchases over time by the User, if there are any differences in the Agreement terms between or among the Agreements issued in connection with the purchases, the terms of the latest Agreement shall govern the entirety of the User’s licensed uses. VJ Type may also impose consistent Agreement terms on related entities (such as subsidiaries, foreign affiliates, or franchisees). Upon request and at VJ Type’s discretion, a global corporation may be permitted to accommodate accounting needs by directing separate divisions of the company to purchase licensing separately; although liability for any Agreement violations will be held solely by the holding company’s corporate office and not decentralized to individual divisions. Upgrades and updates may be offered at VJ Type’s discretion, and will be the subject of a new Agreement, which may have new terms or fees. The User’s acceptance of an upgrade or update will automatically supersede this Agreement and the User’s right to use the Font covered by this Agreement.
5. Uniform license terms. VJ Type may also impose uniform licensing terms across all parts of an order, for instance across all font styles, meaning that the same Agreement shall govern all font styles. This uniformity aims to recognize the realities of font circulation within an organization, address the impracticalities associated with monitoring differential licensing, and simplify the User’s usage rights and restrictions hereby granted. By agreeing to the terms of this EULA, the User acknowledges and accepts that no license terms will be differentiated among individual font styles included within the scope of a single Agreement. In the event of an upgrade (such as, but not limited to, upgraded price tiers, extended terms, or additional font styles), the User acknowledges that the extended scope shall apply to the entirety of the order.
6. Prevalence of License By subscribing to this license for the Font, the User agrees that the terms and conditions of this license take precedence over those of any prior or concurrent license for the same Font, including but not limited to any broader and more permissive license obtained from another vendor. The User acknowledges and agrees that accepting this license implies a waiver of specific rights and permissions granted by other licenses, including bundled licenses obtained from vendors of cloud subscriptions. Therefore, in the event of a conflict between the terms of this Agreement and those of any other license, the terms of this Agreement shall prevail and govern the use of the Font.
7. Digital rights management. VJ Type can use technical measures to protect the Font or control its use. The User may not take measures to misappropriate or infringe those technical measures. The User expressly recognizes and accepts that those technical measures may limit or revoke their access and use of the Font. The User also agrees to the automatic updating of those technical measures and the associated consequences. It is expressly agreed between the Parties that this specific commitment constitutes an essential and material obligation without which VJ Type would not enter into this Agreement.
8. Consequence of the invalidity of a provision. If one or more provisions of the Agreement are held invalid or declared as such according to law, regulations, or following a definitive ruling by a competent court, the Parties agree to replace it with one that is as equivalent as possible in content and economic intent. The Parties further agree that the remaining provisions shall retain all their force and scope.
9. Agreement on means of proof. The data from VJ Type’s IT tools has evidentiary value between the parties. The User accepts that VJ Type collects Users’ inbound IP addresses and login data to VJ Type’s Website, particularly to monitor the User’s access, their respect of VJ Type’s rights, and as proof of any potential violation.
10. Statute of limitations. The Parties agree to contractually adjust the statute of limitations for any action that may be brought by either party concerning the validity, the enforceability, or the unwritten nature of this Agreement and each of its provisions. The statute of limitations is 1 year from the conclusion of this Agreement for any action referred to in the previous paragraph.