Newlyn License Agreement

1. THE BASICS. This Newlyn Licence Agreement (the “Licence Agreement”) sets out your rights and obligations, and those of Newlyn Works Limited (“Newlyn”, “we” or “us”) concerning Newlyn digital typeface software (each a “Font”) which you may agree to license from us (each a “Newlyn Product” and collectively “Newlyn Products”).  By purchasing, downloading, installing, accessing or using any Newlyn Product, you are agreeing to this Licence Agreement.

2. LICENSING. In the course of ordering Newlyn Products, you agree to pay our licence fees (the “Fees”). The Fees are calculated according to Business Size and the Newlyn Products involved.  In consideration of the payment of those Fees, we grant the named licensed natural person or entity (“Licensee”) a non-exclusive, non-transferable licence to use Newlyn Product in accordance with this Licence Agreement (a “Licence”).   Where you agree to license Newlyn Products for use by a Licensee, you undertake that you are entitled to bind the Licensee to this Licence Agreement.  Each Licence which we grant to you (a) is non-exclusive, (b) is personal, meaning that it is granted only to the person or entity which initially licenses the Newlyn Products from us, and may not be shared with or transferred to any other person or entity or otherwise except with our prior written agreement or as permitted under this Licence Agreement, and (c) permits the Fonts to be used only in accordance with all Use Limitations (see clause 6 below). Where you agree to license Newlyn Products for use by an entity, you undertake that you are entitled to bind that entity to this Licence Agreement and to license Newlyn Products on behalf of that entity.  During the licensing process, an online account will be established for you at (a “Licensee Account”).  The Licensee Account is used to administer your licensing relationship with us, and the email address you provide will be used to send you communications under this Licence Agreement (including invoices that we may send you).  The Licensee must ensure that the Licensee Account is used only by persons who are authorised to do so on the Licensee’s behalf.  To be licensed under this Licence Agreement, you must be a natural person or an entity.  If you are not – for example, you are an unincorporated association – you must contact as to arrange to be licensed separately from this Licence Agreement.

3. BUSINESS SIZE.  We calculate Fees according to the human resource of the Licensee’s entity (“Business Size”).  The Business Size includes all employees, consultants, contractors, freelancers and temporary or periodic workers directly or indirectly engaged by Licensee  (“Personnel”).  You report Business Size to us during the order process for a Newlyn Product.  You and the Licensee warrant that the Business Size you report, whether at the time of order or subsequently, is correct.  If Business Size is materially under-reported, the Licence is automatically terminated and rendered void.  For Licensees with a Yearly  Licence, in advance of each Licence Year we will require the Licensee to report on then-current Business Size, and where there has been an increase we will be entitled to increase Fees accordingly for the Licence Year in question: the increase will correspond to our then-current Yearly Licence Fee rates for the Business Size in question (taking account of any Licence Fee that may already have been paid for the Licence Year in question).  We will invoice any increase in Fee to the Licensee at the email address associated with the Licensee Account or by such other means as are available to us, and the Licensee must pay the invoiced amount within 30 days of the date of invoice.  Failure to do so, or failure of the Licensee to provide Business Size data upon request, is a material breach of this Licence Agreement.

4.  LICENCE SCOPE.  The Licence permits the Licensee to use Newlyn Product personally (where the Licensee is a natural person), or (where the Licensee is an entity) within the Licensee’s entity, (your “Business”).  You are licensed  to install the Fonts on an unlimited number of devices owned and controlled by your Business; to use Newlyn Product on an unlimited number of applications and electronic publications that are owned and controlled by your Business; to use Newlyn Product on your website, provided it is controlled by your Business; to use Newlyn Product in your television programme content, in periodical publications you publish in print and digital form (such as magazines and newspapers), in each case provided they are controlled by your Business; to use Newlyn Product in the Licensee’s advertising, marketing, and promotions, and in the artwork of its logos, brand identities and trade marks, owned and controlled by your Business; to embed Newlyn Product in eBooks and apps produced and controlled by your Business; and to embed Newlyn Product in .pdf (Acrobat), Web Embedding Font Technology (WEFT), Flash and TruDoc formats produced and controlled by your Business.  The Fonts are provided in OTF (OpenType CFF), TTF, WOFF and WOFF2 formats.  As used above, “your website” is a connected group of related web pages whose content is managed by your Business, and which are organized under one particular domain name (by way of illustration, [name] or sub-domains under that domain (by way of illustration, [name][subdomain]); a website may be viewable either over your Business’s local area network or over the Internet. For the avoidance of doubt, web pages on sub-domains whose content is managed by a person or entity other than you are deemed not to be part of your website.  If you wish to use Newlyn Product on a domain other than your website’s domain, separate licensing by us is required.

5. LICENCE DURATION.  You select whether your Licence is Yearly or Perpetual, and this is confirmed in the Order Confirmation we make available to you.
a. Yearly Licence.  Where your Licence is Yearly, it lasts for a “Licence Year”, provided the Fees for the relevant Licence Year are paid in advance. The first Licence Year is a period of twelve months commencing with the date of the invoice we issue for the relevant Newlyn Product; successive Licence Years commence on the anniversary of that date. You agree, at or before the end of each Licence Year, to pay to us the Fees for the subsequent Licence Year. We will send an invoice for those Fees to the email address associated with the Licensee Account 30 days prior to the commencement of a Licence Year. Provided payment of the relevant Fees is received by us before the commencement of the Licence Year, your Licence will continue for the Licence Year in question.  We may increase the Fees for any Licence Year in line with the annual Retail Prices Index (all items excluding mortgages), as published by the United Kingdom Office for National Statistics from time to time, or failing such publication such other index as most closely resembles it. You may terminate your Licence under this Agreement by serving notice on Newlyn by email to [email protected] by no less than sixty (60) days notice prior to the end of the then-current Licence Year. For completeness, the Licence terminates automatically at the end of a Licence Year if the Fees for the subsequent Licence Year have not been received by us.
b. Perpetual Licence.  Where your Licence is Perpetual, its duration is indeterminate unless the Licence is terminated under this Licence Agreement.
We have the right to terminate any Licence, whether Yearly or Perpetual, in the circumstances specified in clause 17 (Termination) below.

6. USE LIMITATIONS. The Licence does not permit you to, and you shall not and shall ensure that Personnel do not, (i) modify, adapt or create a derivative version of a Font; (ii) convert a Font from one file format to another; (iii) convert a Font for use in any operating system(s) other than that for which it was originally licensed to you; (iv) use a Font in connection with the creation of a letterform-based product (such as, by way of non-limiting example, dice upon which the numerals appear in a typeface represented by a Font) for sale or in products or services that are intended to be used for the creation of letterform-based products or devices; (vi) embed a Font or any sub-set of it in any hardware, firmware or operating system; (vii) allow any Font to be accessible to unlicensed third parties or to the general public; (viii) upload Fonts onto online storage platforms (such as GitHub or Amazon S3) where they would be accessible to unlicensed third parties; or (ix) use Fonts in any application in which an unlicensed third party could use them to customise their own designs or to create static documents or images (e.g. an online design application, iron-on lettering product, or print-on-demand service); or (x) reverse engineer, decompile or otherwise attempt to discover the source code of or relating to Newlyn Products, unless and to the extent that mandatory applicable law gives you the right to do so, in which case you may decompile Newlyn Products to the extent required for the purpose of obtaining sufficient information for the purpose of creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided by us to you upon written request).

7. INTELLECTUAL PROPERTY. You acknowledge and agree that we own all right, title and interest in and to the Fonts and Newlyn Product and the typefaces they represent, including such copyright as subsists in and in relation to them. Separately and together, the Newlyn Products are protected by copyright under United Kingdom legislation, as well as by international copyright treaties. Font names are our trade marks.  All rights not expressly granted in this Licence Agreement are reserved to us.

8. COPYING OF NEWLYN PRODUCTS. No copying or distribution of any of the Newlyn Products may be made, except as expressly provided in this Licence Agreement; without prejudice to such obligation, you shall ensure that all copies and distributions of Newlyn Products include the same copyright and other proprietary notices as appear on the original Newlyn Products which we make available. All copies of the Newlyn Products must be kept under your exclusive control.

9. NO COOLING OFF PERIOD. When you license Newlyn Products there is no right to cancel your licensing of Newlyn Products, or this Licence Agreement and its related Licence(s) during any cooling-off period which is provided for certain purchases by consumers.

10. YOUR DETAILS AND PAYMENT. You undertake to provide accurate and current information about yourself – including your correct name, address and any other requested details - in the course of ordering Newlyn Products. If you provide details of a credit, debit or charge card for the payment of Fees, you must ensure that (a) you are fully entitled to use that card, and (b) it has available funds sufficient to cover the charges which are deducted from it. We may use your contact information to contact with you by email with service messages concerning your Newlyn Products, such as messages about software updates that may be available for Fonts. All Fees are, unless otherwise stated, exclusive of VAT or relevant local sales tax (if any) or any relevant local sales taxes, which shall be paid at the rate and in the manner for the time being prescribed by law. The grant of each Licence is conditional upon the receipt by us of the relevant Fees and any applicable VAT or local sales tax.

11. DATA PROTECTION. We will treat the personal data you provide to us in accordance with our Privacy Policy.

12. WARRANTY. We warrant that a Font will perform substantially in accordance with its documentation for the thirty (30) day period following the completion of your order for the relevant Newlyn Product(s). To make a warranty claim, you must, within that thirty (30) day period, contact us providing adequate proof that the Font has failed to satisfy the above warranty. In that event, we will make a good faith effort to fix or replace the relevant Font.  We give no warranty or undertaking that the Newlyn Products will be capable of being used in conjunction with any hardware or software other than that specified in our relevant documentation. You are responsible for ensuring that the application you intend to use with the Newlyn Products supports the font format in which the Font is supplied; you may need to check with the application’s manufacturer on this point. No warranty is given concerning the performance of or results you may obtain by using the Newlyn Products.  You undertake that you are dealing as a business and not as a consumer, and will be using Newlyn Products for business purposes.

13. DISCLAIMER AND EXCLUDED LOSS. Your use of Newlyn Products is entirely at your own risk. We will not be liable to you or any third party for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Licence Agreement or otherwise). Newlyn will also not be liable for any failure to perform of its obligations under this Licence Agreement caused by matters beyond its reasonable control. We exclude all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to the Newlyn Products, whether imposed by statute or by operation of law or otherwise, that are not expressly stated in this Licence Agreement, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose unless they are incapable of being excluded by law. Any statutory rights you may have as a consumer remain unaffected.

14. MAXIMUM LIABILITY. Without limiting clause 13 (Disclaimer and Excluded Loss), the aggregate liability of Newlyn (whether arising in negligence or otherwise) will not under any circumstances exceed an amount equal to the Fees paid to us for the relevant Newlyn Products, regardless of the cause or form of action.

15. NON-EXCLUDED LIABILITIES. Nothing in this Licence Agreement or any Licence limits Newlyn’s liability for death or personal injury resulting from our negligence, or any other liability which may not by law be excluded.

16. AUDIT. If we determine that we have reasonable grounds for suspecting that this Licence Agreement or a Licence is being or has been infringed, you acknowledge and agree, both for yourself and any entity which uses Newlyn Products you license from us, that we shall be entitled, upon such notice to the Licensee as we reasonably deem appropriate, to enter any premises where, and/or be provided with access to systems through which, any Newlyn Products are used, in order to inspect the Licensee’s and/or such entity’s compliance with this Licence Agreement or such Licence.  Failure to facilitate such an inspection is a serious breach of this Licence Agreement.

17. TERMINATION. We shall be entitled to terminate any or all of your Licences by notice sent to the contact email address you provided upon registering for a Newlyn Product, in the event: (a) of any serious breach of this Licence Agreement (including, without limitation, the non-payment of Fees or any other sum owed to us) or any Licence by the Licensee or any entity which uses Newlyn Products you license from us; or (b) that you or any entity which uses Newlyn Products you license from us ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets, or passes a resolution for its winding up (or its winding up is ordered by a court), or enter into any voluntary arrangement with creditors, or anything similar in another jurisdiction. If a Licence is terminated, the Licensee (i) must destroy the original and any and all copies of the relevant Newlyn Products, and (ii) cease all use of Fonts; and (c) where so requested by us, provide us with such evidence as we may require to show conformity with these requirements.  We may also suspend your Licence and the right of the Licensee to use Fonts or otherwise to benefit from this Licence Agreement in the event that we reasonably suspect a breach of this Licence Agreement by the Licensee.

18. ASSIGNMENT. We reserve the right to assign this Licence Agreement and each Licence, and to assign or subcontract any or all of our rights and obligations under this Licence Agreement and any Licence. You may not without the written consent of Newlyn assign or dispose of this Licence Agreement, or the licence granted under this Licence Agreement or any Licence.

19. ENTIRE AGREEMENT. This Licence Agreement and each Licence contains the Licensee’s entire agreement with us relating to Newlyn Products and the subject matter of this Licence Agreement. It replaces all earlier agreements and understandings with you relating to those Newlyn Products, except for any fraud or fraudulent representation by either of us.

20. SEVERABILITY. In the event that any term of this Licence Agreement or any Licence is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Licence Agreement and such Licence shall remain valid and enforceable.

21. LAW. This Licence Agreement any each Licence shall be governed by and construed in accordance with the laws of England and Wales.

22. CONTACT. We are a company registered in England & Wales under company number 3675870. You can correspond with us at [email protected]. Our VAT registration number is GB670259432.

23. DEFINITIONS.  In this Licence Agreement and each Licence: (a) “entity” means a corporate entity having legal personality, such as (without limitation) a limited company, registered corporation or limited liability partnership; (b)  “use” means in relation to a Font to be accessible for the inclusion or replication of any of the Fonts or the typeface(s) they represent in any part of a work, in any medium; (c) “work” includes any form of visual representation, whether textual, graphical or otherwise; (d) “you” means (i) the person who enters into this Licence Agreement, and (ii) where this Licence Agreement is or has been entered into on behalf of an entity (such as a Licensee), that entity; and (e) terms have the meanings attributed to them anywhere in this Licence Agreement.