End User License Agreements

Font Software For Digital Marketing Communications End User License Agreement

WE RECOMMEND THAT YOU PRINT THIS FONT SOFTWARE FOR DIGITAL MARKETING COMMUNICATIONS END USER LICENSE AGREEMENT FOR FURTHER REFERENCE.

This Font Software For Digital Marketing Communications End User License Agreement (the "Agreement") is a legal agreement between you and Monotype that governs the use of the Font Software that you license from a Monotype affiliated website, and which are accompanied by or refer to this Agreement. This Agreement becomes a binding contract between you and Monotype when you click on the area marked "ACCEPT LICENSE AGREEMENT," or similar language or when you accept the Agreement by other means (for instance referring to the Agreement in a purchase order, a confirmation email etc.). If you do not wish to be bound by the Agreement, you cannot access, Use or download the Font Software. Please read this entire Agreement before agreeing to be bound. The Agreement contains capitalized terms that are defined in Section 9 of the Agreement.

You hereby agree to the following:

1. Binding Agreement

You are bound by the Agreement and you acknowledge that all use of the Font Software supplied to you by Monotype for the purposes set forth under this Agreement is governed by this Agreement.

2. License Grants

You are hereby granted, during the Term and subject to all of the terms and conditions herein, a worldwide (subject to the Export section of Monotype's standard Terms and Conditions of Business), non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to:

• embed the Font Software into a Digital Marketing Communication in a manner in which the Font Software cannot be fully or partially extracted; or install the Font Software on a Server solely to generate content in a Digital Marketing Communication;
• distribute or generate such Digital Marketing Communication, directly or indirectly, in each case for up to the number of Impressions indicated in your Account or transaction documentation such as a quotation or an invoice; and
• make backup copies of the Font Software, provided that such copies are for your internal back up purposes only and remain in your exclusive control. Any copies that you are expressly permitted to make pursuant to this Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Font Software.

Permitted Derivative Works

You may (i) Use the Font Software in a production workflow or software tool where the production workflow or software tool outputs an outline representation of the glyphs of the Font Software, and (ii) utilize a software tool to output a Subset of the Font Software. Each Subset may be used solely for the purpose of exercising the rights granted to you in this Agreement. You acknowledge and agree that Monotype owns all Subsets you create under the terms of this Agreement. Other than as expressly provided in this Section, you shall have no right to modify the Font Software or to create Derivative Works.

Trademarks

Although use of the Trademarks is not required, if you elect to do so, you may use the Trademarks (i) in your advertising, publicity, literature, packaging and other promotional activities in connection with the Font Software incorporated into your products or materials, and (ii) to identify the Font Software that is/are embedded in or accessed through your products or materials as permitted by this Agreement, in each case subject to the requirements set forth at http://www.monotype.com/legal/trademarks/guidelines/. You acknowledge that Monotype or its licensors own all right, title and interest in and to the Trademarks.

All rights not expressly granted in this Agreement are reserved to Monotype.

3. License Limitations and Reporting

• If your Digital Marketing Communication(s) Using the Font Software is accessed or distributed in excess of the number of Impressions licensed in your Account or transaction documentation such as a quotation or an invoice, you must either cease using the Font Software or purchase an extended license from Monotype or its authorized distributors.
• If you allow a third party to Use the Font Software on your behalf to create Digital Marketing Communications, you agree that a) such third party will only use the Font Software to create Digital Marketing Communications on your behalf, b) you will make such third party aware of the terms of this Agreement, c) you will ensure that such third party destroys the Font Software upon completion of their Use of the Font Software on your behalf, and d) you shall remain responsible for all acts and omissions of such third party with regards to their Use of the Font Software.
• Businesses or organizations such as advertising agencies, design agencies or hosting providers that are responsible for multiple clients' Digital Marketing Communications must enter into separate Agreements for each client's Digital Marketing Communications.
• You have licensed rights in this Agreement that may be subject to certain limitations in volume, which are reflected in your Account or in your transaction documentation such as a quotation or an invoice. You are obligated to maintain records with respect to your Use of the Font Software against such licensed amounts and Monotype has the right to ask you, from time to time, to provide information regarding such Use amounts and/or to fully document and certify that Use of any and all Font Software at the time of the request is in conformity with your valid licenses from Monotype, which you shall provide to us within 30 days of our request. In the event your Use of the Font Software exceeds your licensed amounts, you agree to license from Monotype the necessary additional amounts and pay any fee associated with such increase.

4. Restrictions on Use

You may not:

• Transfer your license rights in the Font Software, except as expressly provided herein. You may transfer all your rights to use the Font Software to another person or legal entity provided that (i) the transferee accepts and agrees to be bound by all the terms and conditions of the Agreement, (ii) you destroy all copies of the Font Software, including all copies stored in the memory of a hardware device and (iii) there is no change to the intent or scope of the rights granted by this Agreement as a result of such transfer.
• Rent, lease, sublicense, give, lend, or further distribute the Font Software, or any copy thereof, except as expressly provided herein.
• Modify the Font Software in any way, including to create, directly or indirectly, Derivative Works from the Font Software or any portion thereof (except as otherwise specifically set forth herein). If the Font Software contains embedding bits that indicate that the Font Software is only authorized for certain purposes, you may not change or alter the embedding bits.
• Embed the Font Software in open source software which may have the direct or indirect effect of causing the Font Software to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.

5. Intellectual and Industrial Property Rights

• You agree that the Font Software is protected by the copyright law or other intellectual and industrial property rights of the United States and its various States, by the copyright law and other intellectual and industrial property rights of other nations, and by international treaties.
• You agree that Monotype and or/its licensors own all right, title and interest in and to the Font Software, its structure, organization, code, and related files, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights.
• You agree that the Font Software, its structure, organization, code, and related files are valuable property of Monotype and/or its licensors and that any intentional or negligent Use of the Font Software not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
• All rights in and to the Font Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions.

6. Limited Warranty; Limitation of Liability

Monotype warrants to you that the Font Software will effect a faithful reproduction of the underlying typeface design which is of a quality consistent with industry standards. To make a warranty claim, you must notify Monotype in text form within the Warranty Period, which could include via an email to [email protected] and provide sufficient information regarding your licensing of the Font Software so as to enable Monotype to verify the existence and date of the transaction. The entire, exclusive and cumulative liability and remedy shall be that Monotype will use reasonable efforts to cause the Font Software to effect a faithful reproduction of the underlying typeface design which is of a quality consistent with industry standards as soon as commercially practicable.

MONOTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR MONOTYPE'S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, MONOTYPE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MONOTYPE BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Term and Termination

This Agreement shall remain in place for the length of the Term set forth in your Account or transaction document, such as an invoice or email. This Agreement shall automatically renew for additional terms of equal length to the initial Term, unless either party provides the other party with written notice of termination before the end date of the then-current term. Upon failure by you to comply with the terms of this Agreement, Monotype shall be entitled to terminate this Agreement upon notice by regular mail, paid carrier or email. Upon termination of the Agreement, you must destroy the original and any and all copies of the Font Software. The termination of the Agreement shall not preclude Monotype from suing you for damages of any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of Monotype.

8. Terms and Conditions

You have separately agreed to Monotype's standard Terms and Conditions of Business which include provisions relating to governing law and jurisdiction, export restrictions and U.S. government contracts. In the case of a conflict between Monotype's standard Terms and Conditions of Business and this Agreement, this Agreement shall control.

9. Definitions