What a type foundry’s EULA needs, and why to version it.

What a font EULA covers

This checklist comes from the shops our studio has run for foundries. This isn’t legal advice. Have a lawyer read your own text.

A font EULA grants a licence to use software, so most of it reads like any software licence. The parts that are particular to type are the licence kinds and how each one is measured. A survey of foundry licences on Alphabettes counted 12 licence types and 24 different units of measure across the foundries it looked at (The font licensing mess). Buyers meet a different set of words at every foundry, so the clearer your own text is, the fewer emails you answer.

Many foundries keep one agreement with a section for each licence kind. Others keep a short general agreement and a separate text for each kind, so a web licence and a desktop licence each carry only the terms that apply to them. Either works if the order says which text the buyer accepted.

Licence kinds and their units

Each licence kind needs a unit that a buyer can count without asking you. For desktop licences, say whether you count users or computers, and whether a freelancer working for the licensee needs a seat. For web licences, define a pageview, say which domains are covered and whether staging sites count. Our guide to webfont licences by pageviews goes through those choices. For apps, say whether iOS and Android builds of one app are one app or two, and whether the licence is for a term.

Ebook licences are usually counted by title, with each new edition treated as a new title. Broadcast and video licences are often counted by production or by channel. Logo licences differ most between foundries: some include the right to register the logo as a trademark, some only allow the logo to be used, and some forbid modifying the letters at all. A foundry’s essay on why licences exist sets out the reasoning behind each kind.

Gaps foundries get asked about

Most support email about a EULA comes from a short list of cases the text didn’t foresee.

Agencies and their clients

An agency buys the licence, builds the identity, and hands the work to the client. The agreement should say whether the agency can buy in the client’s name, or transfer the licence to the client at hand-over, and that the agency keeps no copy afterwards.

Products where the letters are the product

T-shirts, posters, print-on-demand items and templates sold to others use the font as the thing being sold. Many foundries allow these under a desktop licence up to a number of units, and ask for a separate licence above it. Say which, and give the number.

Tools where end users type

A website builder, a greeting-card app or a design tool that lets its own users set text in your font is different from a website that only displays it. Most foundries license this separately, and a EULA that is silent on it gets read as allowing it.

Training and generated images

Buyers now ask whether the font files, or images set in the font, may be used to train software that generates images or letters. Whatever your answer, write it down: an explicit clause is easier to rely on than silence.

Format conversion and subsetting

Developers convert files to other formats and strip unused glyphs to make pages and apps load faster. If you allow it, say so, and say that a converted or subset file is still covered by the same licence.

Why each order should record the EULA version

A licence is a contract made on the day of the purchase, on the text the buyer saw that day. When you change the EULA, licences already sold generally stay under the text they were bought under. A buyer from 2019 who asks whether they can now use the font in an app is asking about the 2019 text, and you need to be able to find it.

Without a record, that means searching old backups or a web archive for the page as it stood on the date of the order, and hoping it changed on a day you can identify. With a record, the order says “version 3” and version 3 is on file.

It also matters in a dispute. If a licensee is using the font beyond their licence, your position rests on the exact terms they accepted. A copy of today’s EULA is weak evidence of what someone agreed to four years ago.

Many foundries add a clause saying that each purchase is governed by the version in force when it was made, and that a later version applies to an existing licence only when the licensee accepts it, for example when upgrading or renewing. Ask your lawyer how that should read where you are.

Changing a EULA without breaking old sales

Treat the agreement like a software release. Give every published text a version number, and never edit a published version in place, even to fix a typo: publish a new one. Keep every old version readable at an address that doesn’t change, so a buyer, or their lawyer, can read what they agreed to.

Write a short note of what changed between versions. A buyer comparing two texts of several thousand words will not find a changed sentence on their own, and you will not remember in three years why you changed it.

Decide which events bring a buyer onto the new text. An upgrade to a larger tier, a renewal of a term licence, and a new purchase are each a fresh acceptance and can use the current version. A licence that is simply in use stays where it is. If a change gives buyers more room, such as allowing a use the old text forbade, you can tell existing licensees that it applies to them too. Taking rights away from licences already sold usually needs the buyer’s agreement.

Watch the moment of change. A buyer who loaded the checkout before you published and paid after should not end up recorded under a version they never saw. The same goes for quotes: a quote issued last month should say which version it was issued under.

What to keep as evidence of acceptance

For each order, keep enough evidence of acceptance to show what was agreed and that the buyer agreed to it:

• the version number and the exact text, or a hash of the text that lets you prove a copy is unchanged
• the licensee’s name and company as they gave them, and the licence and tier bought
• the time of acceptance
• how acceptance was shown: an unticked box the buyer had to tick is stronger than a line under the pay button
• the IP address and browser of the request in which they accepted, if your privacy policy allows it
• the text delivered with the files, so the buyer has a copy too

Personal details like an IP address fall under data protection law in many countries. Set a retention period that covers how long a claim can be brought where you are, say it in your privacy policy, and have a way to erase the data when a buyer asks.

If you are choosing where to sell, ask each provider whether it records the version on the order and whether you can export the texts. Our guide to choosing a font shop lists the other questions.

Where Typetin fits

Typetin stores your EULA as numbered versions that can’t be edited once published, puts the version and its hash on every order and licence, and refuses an order if you publish a new version during the buyer’s checkout. An owner or admin can still delete a version. Orders made under it keep its number and hash, and its page in the shop stops opening. Licence certificates carry a link where anyone can check a licence is genuine. How Typetin records the EULA.