1. Grant of Exclusivity Option

The Author hereby grants to the Owner an exclusive option (“Option”) to acquire an exclusive license to the copyright of the font software identified as “Typeface”.

2. Option Term

The Option shall remain valid for the maximum duration permitted by Swedish law on the date of execution of this Agreement, hereinafter referred to as the “Option Term,” commencing from the date of execution of this Agreement.

3. Consideration

In consideration for the grant of the Option, the Owner shall pay to the Author an option fee (see Quote).

4. Restrictions

During the Option Term, the Owner shall not enter into any agreement or arrangement with any third party for the use of the Font on an exclusive basis.

5. Termination

If the Owner does not exercise the Option by providing written notice and executing an Exclusive License Agreement during the Option Term, this Agreement shall terminate automatically and the Author shall have the right to grant exclusive licenses to the Font to other parties.

6. Cessation of Use and Reversion of Exclusivity

6.1 Condition of Exclusivity: The exclusivity granted under this Agreement is contingent upon the Licensee’s active and continuous use of the Font Software in a public-facing capacity.

6.2 Tolling Period: If the Licensee ceases all commercial or public use of the Font Software for a continuous period of twenty-four (24) months, the exclusivity period shall be deemed expired. For the purposes of this Agreement, “use” is defined as the active display of the Font Software in primary branding, marketing materials, or retail products currently available in the marketplace.

6.3 Conversion to Non-Exclusive License: Upon the expiration of the Tolling Period, the License shall automatically convert from an Exclusive Perpetual License to a Non-Exclusive Perpetual License. The Licensor shall thereafter regain the right to license the Font Software to third parties without restriction or notice to the Licensee.

6.4 Retention of Perpetual Rights: Notwithstanding the loss of exclusivity, the Licensee shall retain their perpetual, non-exclusive right to use the Font Software in accordance with the remaining terms of this EULA. No refunds of the original license fee shall be issued upon the conversion of the license status.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Sweden without giving effect to any principles of conflicts of law.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.