Licensing for Canva?

Today, I received a technical support request for one of my fonts: the user had trouble uploading the font to Canva. 
Now, this was the first I heard about Canva, a simple online graphic design suite that allows users to upload their own assets, including fonts. The user first has to click to confirm that they "own" the font, and then they get to pick the font file from their machine, and up it goes. 

For personal use, my EULA allows for installation on all personally owned computers. For commercial use, it's one license per user. 

I'd probably be OK if Canva made uploaded fonts only available to the license holder who uploaded it. But I understand that users can collaborate on Canva. That way, a font uploaded as part of a brand identity on a single license could be made available to untold numbers of users. 

Does anybody have any experience / opinions on this? 

Comments

  • I was contacted by Canva about licensing some of my fonts for their online design platform. Supposedly, what the user gets is only the final PDF, so I presume it's not more dangerous than usual with respect to piracy.
    James, you mention a server license... looking at what MyFonts has to say about that, it sounds about right:
    Select a server license when you need to install the font on a server that will allow the generation of items such as PDF invoices, custom business cards, or other personalized products.
    Is there a reason not to participate in such a thing that I should know about?
  • @Christian Thalmann Why should a user get the benefit of an installed font to generate an unlimited number of PDFs without paying for such a use? Sometimes users think as long as the font isn't getting shared around there is no need for additional licensing, but think of all the desktop sales you're losing as a result of them not needing to purchase the font for this use? That's precisely why a server license makes sense for foundry owners.
  • Well, definitely two reasonably distinct use cases here:

    1) Some specific Canva user wants to use the font for their work. Yes, they can invite collaborators, but presumably it is unlikely the font will spread virally across Canva documents (although this might be technically possible.)

    2) Canva wants to make the font available to all their users, to become one of the standard fonts available in the app.

    With (1) it is only a bit different from a normal font licensing situation. Might want to inquire as to how many collaborators they expect, and charge on that basis.

    For (2) this is more similar to bundling a font with an app than anything else. Presumably Canva users can’t use it elsewhere, but only within Canva. So, there is a pleasant side exposure, as you  could get more licensees from these Canva users wanting to use the font in other apps. This is less true when fonts are bundled with a normal app, because the user gets the font installed on their system and can use it everywhere.

    Canva has >10 million users (10M was fall 2018).

    One ceiling on what to charge is, what would it cost them to simply commission a font of equivalent quality? One question to ask is, is the font popular enough that they are buying some guaranteed value, compared to a commission?
  • Specifically, they plan to make my fonts part of the premium, subscription-based service. Their free service only offers free fonts, apparently. So the exposure is certainly smaller than in your case (2), Thomas, but still... how many premium users does Canva have? I’m sure it’s worth the publicity. 

    I doubt my fonts serve their design niches uniquely enough to warrant commissioning new fonts. There’s a lot of choice out there after all. 

    I don’t think an app license makes sense here, since the fonts are not used for the app’s UI, but rather to make PDF deliverables. The server license sounds spot-on. 

  • @Christian Thalmann  No, not app.  OEM. Canva will essentially be a reseller.  
  • Christian ThalmannChristian Thalmann Posts: 1,391
    edited September 10
    Looks like MyFonts server licenses are typically the price of 10 desktop licenses per year. To be honest, that is more than I typically make with most of my typefaces after the initial release.
    I'm asking around at FontSpring now to see whether they have a license similar to MyFonts' server license. I'd get a bigger cut there...
  • Christian ThalmannChristian Thalmann Posts: 1,391
    edited September 10
    @Christian Thalmann  No, not app.  OEM. Canva will essentially be a reseller.  
    @JoyceKetterer Sorry — what is OEM?
  • Technically it means “Original Equipment Manufacturer.”

    This is a holdover from the days when fonts were licensed and sold with (or separately for) typesetting devices by the device maker, and later bundled with printers by the printer manufacturer. The term is still sometimes used for similar/equivalent situations, even when there is no “equipment” involved.
  • So does that fit the MyFonts «server license», more or less?
  • Thomas PhinneyThomas Phinney Posts: 1,579
    edited September 11
    No, because Canva is a “software as a service” (SaaS) arrangement, which is specifically prohibited with a MyFonts server license. https://www.myfonts.com/licensing/server/

    Also, traditional OEM bundling is quite different from a “reseller” arrangement Joyce has mentioned. I am a bit confused by her description of Canva as a reseller, but I am not privy to the details of the proposition.

    With traditional OEM bundling, a manufacturer is shipping and selling a product, and sending your fonts along for the ride. The OEM’s customers get your fonts, and gets both access to the font files and rights to do pretty much with them the same things they can do with other fonts. (Like the fonts you get with macOS, Windows, and used to get with printers.)

    With a MyFonts “server license” the “manufacturer” is using the font on a server, to make something else with the font, and selling that something to users. That something is generally some kind of personalized product, whether it is business cards or customized invoices. It specifically disallows SaaS activities, where access to the software is rented, and the service is the product, rather than selling the end creation. (If Canva charged per-document instead of a flat monthly fee, I suppose it would be within scope for the MyFonts server license. But not as is.)

    To be a “reseller,” Canva would have to be charging the user specifically for the font usage/access in some way, and likely passing on some share of that revenue as a percentage, rather than as a flat fee.
  • Ah, good to know! So does MyFonts even have the appropriate sort of license?
    Meanwhile, I've contacted John Giardiniere, who is the license expert of FontSpring. They advertise being open to designing custom licenses, so I expect there should exist a solution there.
  • I've told this to Christian via email already, but I thought I'd pop on here in case anyone else was curious. We wrote a new EULA last year for cases like this because we didn't think our Product Creation license (similar to the Myfonts server license) fit well enough. If you're curious, here is the license in full: https://www.fontspring.com/lic/mzxzhmayhl
    I am not a lawyer, and we always recommend talking to a lawyer if you're not sure, but feel free to use parts of this license in your own licensing endeavors.

    We scale the pricing on these based on the application or site's total Monthly Active Users, which we think is the most accurate way to judge how big an app is, and therefore how much value a font has. We also have commercial and non commercial versions (some apps only allow non commercial designs, like editing your social media pictures, and we don't charge as much for those).

    Aside from large enterprise licenses, these are the most expensive licenses we sell, because they have the potential to provide the most value to a company from a font.

    That's our view though. A couple years ago these kinds of products fell neatly into two camps, the professional expensive apps like Photoshop, and the underpowered phone apps. Now there's increasingly less room between them, and licensing has to adjust as a result. Who knows what thinks will look like in another 3 or 4 years!

  • Christian ThalmannChristian Thalmann Posts: 1,391
    edited September 11
    Hmmmm, apparently Canva has their own license agreement that they'd like me to sign. I haven't looked at it in detail (it's lots of legalese), but it speaks of a «one-time fee», so I assume there's no yearly renewal involved.
    Quote from the e-mail:
    You will be selling Canva a license to sub-license the font, we’ll have a subscription product that will give our users the right to use the font under this license:  https://about.canva.com/license-agreements/onetime.
    And the sample contract includes this very worrying part:
    For the avoidance of doubt, the license granted in this clause shall entitle Company to amend Licensor’s Fonts, such as by creating additional characters or glyphs in the Font style, or by creating variants such as bold and italicized versions of Fonts.
    Is that normal...?
    Also:
    Company shall have complete and sole discretion regarding the terms under which it licences the Fonts to Customers, including the licence terms and conditions and pricing. For the avoidance of doubt, nothing in this Agreement will prevent Company from providing the Fonts to customers on a subscription basis with other Fonts.
    This does not mention that the fonts should only be available for use in the online app, rather than being downloadable by the user. Again, that strikes me as scary.
    In particular, I am bound by contract with MyFonts not to offer my fonts cheaper on any other site. This sample contract with Canva sounds like they might do just that.
  • To be sure Christian, you're only bound by terms you agree to and there is no such thing as a one-size-fits-all sign this or die agreement.

    By its very nature any additional grant of license is indeed an agreement between two parties that both agree to. If you don't like the terms that Canva is offering, you're well within your rights to negotiate until you both agree.

    Font Bros has been doing this since 2002 with large organizations who want to offer a font as a design tool for online design purposes which we coined as Hosted Impressions licensing when we invented the license back in 2006 when companies (Williams-Sonoma, Hello Lucky, LogoJoy, etc) started wanting embedded fonts for online applications that allowed anybody and everybody to design personalized items they could purchase.
  • Christian ThalmannChristian Thalmann Posts: 1,391
    edited September 12
    If you don't like the terms that Canva is offering, you're well within your rights to negotiate until you both agree.
    Oof. I am outrageously inexperienced with contracts, and legal English gives me a headache. I don't suppose someone here already struck a deal with Canva and would like to share their terms?
    I wonder if FontSpring's license expert (John Giardiniere) would be willing to negotiate on my behalf if FontSpring then gets their usual cut from my sales. I'll ask.
  • Definitely going through FontSpring.
    BTW, John also considers the default contract quite bad for the foundry. Let's see what can be done.
  • Thomas PhinneyThomas Phinney Posts: 1,579
    edited September 12
    Hmmmm, apparently Canva has their own license agreement that they'd like me to sign. I haven't looked at it in detail (it's lots of legalese), but it speaks of a «one-time fee», so I assume there's no yearly renewal involved.
    Quote from the e-mail:
    You will be selling Canva a license to sub-license the font, we’ll have a subscription product that will give our users the right to use the font under this license:  https://about.canva.com/license-agreements/onetime.
    And the sample contract includes this very worrying part:
    For the avoidance of doubt, the license granted in this clause shall entitle Company to amend Licensor’s Fonts, such as by creating additional characters or glyphs in the Font style, or by creating variants such as bold and italicized versions of Fonts.
    Is that normal...?
    Also:
    There are a number of folks here with much more experience looking at these than I have, but... I certainly found it quite surprising. No, not normal at all. Especially creating additional derivative fonts in related styles?! Wow.
    Company shall have complete and sole discretion regarding the terms under which it licences the Fonts to Customers, including the licence terms and conditions and pricing. For the avoidance of doubt, nothing in this Agreement will prevent Company from providing the Fonts to customers on a subscription basis with other Fonts.
    This does not mention that the fonts should only be available for use in the online app, rather than being downloadable by the user. Again, that strikes me as scary.
    Agree. If they want to have it so open-ended, you should charge them as if they are buying rights to sell it at retail to anybody and not pay you a penny more. (Because that is what the contract seems to allow.)
    In particular, I am bound by contract with MyFonts not to offer my fonts cheaper on any other site. This sample contract with Canva sounds like they might do just that.

    That seems problematic, for sure.
  • JoyceKettererJoyceKetterer Posts: 273
    edited September 13
    @Thomas Phinney    Adobe is a   reseller.  Anyone who pays us royalties to grant access for their customers to our fonts is a reseller.  When the reseller is granting the use inside their own platform it's colloquially OEM.  Sorry for being curt.
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