Monotype Library Subscription
MONOTYPE LIBRARY SUBSCRIPTION PLAN LICENSE AGREEMENT
WE RECOMMEND THAT YOU PRINT THIS AGREEMENT FOR FURTHER REFERENCE.
This Monotype Library Subscription Plan License Agreement (the “Agreement”) becomes a binding contract between you and Monotype when you click on the area marked “ACCEPT LICENSE AGREEMENT” or similar language. If you do not wish to be bound by the Agreement, you cannot Use or access the Licensed Software (as defined herein). Please read this entire Agreement before you agree to be bound by its terms and conditions. The Agreement contains capitalized terms that are defined in Section 20.
YOU HEREBY AGREE TO THE FOLLOWING:
1. You are bound by the Agreement and you acknowledge that all access to and Use of and the Desktop Font Software through your Account at www.myfonts.com is governed by the Agreement and you have no rights to the Desktop Font Software other than as set forth in this Agreement.
2. Your right to access and Use the Desktop Font Software is subject to your payment of all applicable fees and the maintenance of your Account in good standing. You agree not to grant any third party access to your Account login information, which you shall keep strictly confidential. You agree to keep your Account current and up to date and provide any and all information requested by Monotype in your Account in a timely manner.
3. You acknowledge and agree that your Use of the Desktop Font Software licensed under this Agreement requires the installation of the SkyFonts Client Software on your Workstations and agree that you will install or allow the installation of the SkyFonts Client Software on the Workstations contained in your Basic Licensed Unit. Upon termination of this Agreement, the Desktop Font Software will be de-installed by Monotype or you from the Workstations in your Basic Licensed Unit. If such de-installation is performed by you, you agree to provide Monotype with a written certification of such destruction.
4. You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to access and Use the Desktop Font Software (i) only in a Basic Licensed Unit; and (ii) only for your Personal or Internal Business Use. The Desktop Font Software may not be installed or Used on an internal or external (i.e., internet accessed) server or in any other manner not expressly provided for under the terms of this Agreement.
5. You may embed the Desktop Font Software into an electronic document, solely for print and view, that (a) is not a Commercial Product, and (b) is distributed in a secure format that does not permit the full or partial extraction of the embedded Desktop Font Software, provided that, in the case where a recipient of an electronic document is able to Use the Desktop Font Software for Editing such electronic document, the recipient must be within your Basic Licensed Unit. You may embed static graphic images into an electronic document, including a Commercial Product, (for example, a “gif”) with a representation of a typeface and typographic design or ornament created with the Desktop Font Software as long as such images are not used as a replacement for Desktop Font Software, (i.e., as long as the representations do not correspond to individual glyphs of the Desktop Font Software and may not be individually addressed by the document to render such designs and ornaments).
6. You agree that Monotype owns all right, title and interest in and to the Licensed Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Licensed Software, its structure, organization, code, and related files are valuable property of Monotype and that any intentional Use of or access to the Licensed Software not expressly permitted by the Agreement constitutes a theft of valuable property.
7. You acknowledge that the Licensed Software is protected by the copyright and other intellectual property law of the United States and its various States, by the copyright and design laws of other nations, and by international treaties and your use of the Licensed Software shall be in compliance with such laws and treaties.
8. You may not rent, lease, sublicense, give, lend, or further distribute the Licensed Software, or any copy thereof, except as expressly permitted herein. You may not copy the Licensed Software, except as expressly provided herein and you agree not to copy the design embodied within the Desktop Font Software. Any copies that you are expressly permitted to make pursuant to the Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Licensed Software.
9. You agree not to adapt, modify, alter, translate, convert, or otherwise change the Licensed Software, or to create Derivative Works from the Licensed Software or any portion thereof. You further agree not to use the Licensed Software in connection with software and/or hardware which creates Derivative Works of such Licensed Software. You may not alter the Licensed Software for the purpose of adding any functionality which the Licensed Software did not have when you first accessed the Licensed Software. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Licensed Software, provided, however, that if you are located in a European Community member country or any other country which provides rights materially similar to the rights set forth in this proviso, you may reverse engineer or decompile the Licensed Software only to the extent that sufficient information is not available 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 Monotype upon written request).
10. You agree to use trademarks associated with the Desktop Font Software according to accepted trademark practice, including identification of the trademark owner’s name. Trademarks can only be used to identify output produced by the Desktop Font Software. The use of any trademark as herein authorized does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Monotype. You may not change any trademark or trade name designation for the Licensed Software.
11. Monotype warrants to you that the Desktop Font Software will perform substantially in accordance with its documentation for the thirty (30) day period following the date of your download of the Desktop Font Software from www.myfonts.com. To make a warranty claim, you must, within the thirty (30) day warranty period, contact Monotype and provide sufficient information regarding your acquisition of the Desktop 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 commercially reasonable efforts to cause the Desktop Font Software to conform to the documentation as soon as commercially practicable. MONOTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE LICENSED 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. Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, any implied warranties not effectively excluded by the Agreement are limited to ninety (90) days. Some jurisdictions do not permit a limitation of implied warranties where the product results in physical injury or death so that such limitations may not apply to you. In those jurisdictions, you agree that Monotype’s liability for such physical injury or death shall not exceed One Hundred Thousand Dollars (U.S. $100,000), provided that such jurisdictions permit a limitation of such liability. This warranty gives you specific legal rights. You may have other rights that vary from state to state or jurisdiction to jurisdiction.
12. Except as noted in Section 13, the Agreement is governed by the laws of the Commonwealth of Massachusetts applicable to contracts wholly entered and performable within such Commonwealth (without regard to applicable conflict of laws provisions). The United States District Court for the District of Massachusetts or, if federal subject matter jurisdiction is lacking, the Superior Court of the Commonwealth of Massachusetts in Middlesex County, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and Monotype agree to the personal jurisdiction and venue of these courts in any action related to such agreement. The Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
13. This section only applies to you if you are a “consumer” located in the European Union (as such term is defined and interpreted under the EC Convention on the Law Applicable to Contractual Obligations (Rome 1980)). This Agreement shall be governed by, and interpreted and construed in its entirety in accordance with, the substantive laws in force in the country in which you have your habitual residence and the forum for any disputes arising out of or related to this Agreement shall be the courts competent for the place of your habitual residence. You can withdraw from this Agreement within one (1) month, without giving a reason, in textform (e. g. letter, fax or email), or – in case you receive any goods under this Agreement before that deadline – by returning such goods. The period shall begin after the receipt of these instructions in textform, however not before the day on which you receive the goods and not before the performance of duties to inform, if applicable. To comply with the time limit, it is sufficient to send the withdrawal or the goods in good time. The withdrawal is to be sent using the contact details for Monotype set forth at the bottom of this Agreement. A right of withdrawal may not be exercised if goods have been downloaded, sent to you by email or – in case of a delivery on CD-ROM – the delivered data carrier has been unsealed by you.
14. At the conclusion of each Term, your Monotype Library Subscription Plan will be automatically renewed for a subsequent Term, and you will have the option of accepting the renewal of your Monotype Library Subscription Plan and this Agreement for such subsequent Term by paying the fee for each subsequent Term. Monotype reserves the right to adjust the fees associated with the Monotype Library Subscription Plan at any time, however such adjusted fees shall not apply to you until the conclusion of your then-current Term. If you renew your Monotype Library Subscription Plan for subsequent Term(s), you agree that the license fee for the Use of and access to the Licensed Software for such subsequent Term(s) may vary from the license fee for the previous Term based upon (a) Monotype’s previous adjustment of the fees associated with such licenses, and (b) the length of the renewal Term. If you choose not to renew your Monotype Library Subscription Plan for a subsequent Term, you agree and understand that the terms of this Agreement, including the fees associated with the Monotype Library Subscription Plan, shall no longer apply to you. Any future licensing of the Monotype Library Subscription Plan under this Agreement shall not constitute a revival of this Agreement, and any fees you pay for such future licensing will be at Monotype’s then-current rates. The Term available for you to license the Monotype Library Subscription Plan may change in the future. Information regarding applicable license fees for your Monotype Library Subscription Plan can be found in your Account. Such information and plans may be updated from time to time by Monotype in its sole discretion.
15. YOU ACKNOWLEDGE AND AGREE THAT THE INVENTORY OF DESKTOP FONT SOFTWARE AVAILABLE FOR YOUR ACCESS AND USE UNDER THE MONOTYPE LIBRARY SUBSCRIPTION PLAN MAY VARY FROM THE GENERAL FONT SOFTWARE INVENTORY AVAILABLE FROM WWW.MYFONTS.COM, AND NOT ALL INVENTORY AVAILABLE ON WWW.MYFONTS.COM WILL BE AVAILABLE TO YOU THROUGH YOUR MONOTYPE LIBRARY SUBSCRIPTION PLAN. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NOT ALL DESKTOP FONT SOFTWARE IS OR WILL BE AVAILABLE IN ALL FILE FORMATS. DESKTOP FONT SOFTWARE INVENTORY AND AVAILABLE FILE FORMATS ARE SUBJECT TO CHANGE AT MONOTYPE’S SOLE DISCRETION. MONOTYPE RESERVES THE RIGHT TO ADD, REMOVE OR UPDATE THE DESKTOP FONT SOFTWARE FROM THE MONOTYPE LIBRARY SUBSCRIPTION PLAN INVENTORY AT ITS SOLE DISCRETION AT ANY TIME, AND MAY USE THE SKYFONTS CLIENT SOFTWARE INSTALLED ON THE WORKSTATIONS IN YOUR LICENSED UNIT TO DO SO.
16. Upon failure by you to comply with the terms of this Agreement, Monotype shall be entitled to terminate this Agreement immediately and shall notify you in your Account, regular mail, telefax or email. The termination of the Agreement shall not preclude Monotype from suing you for damages resulting from any breach of the Agreement, and any early termination of this Agreement due to your failure to comply with its provisions and obligations shall not entitle you to a refund of fees paid for the remainder of your Term. The Agreement may only be modified in writing signed by an authorized officer of Monotype.
17. You have the rights expressly set forth in the Agreement and no other. All rights in and to the Licensed Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions. Notwithstanding the foregoing, to the extent that any law, statute, treaty, or governmental regulation shall be deemed by a court of competent jurisdiction to provide you with any additional or different rights from those provided herein and such rights shall be deemed non-waiveable as a matter of law and to supersede the rights specifically provided herein, then such law, statute, treaty, or governmental regulation shall be deemed to be made a part of the Agreement. To the extent that any such rights created by any law, statute, treaty or governmental regulation are waiveable, you agree that your acceptance of the Agreement shall constitute an effective and irrevocable waiver of such rights. The Agreement may be enforced by Monotype or by an authorized dealer acting on behalf of Monotype.
18. If this product is acquired under the terms of a (i) GSA contract - use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract, (ii) DOD contract - use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013; (iii) Civilian agency contract - use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in the Agreement.
19. You agree that the Licensed Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations. All Licensed Software will be shipped F.O.B. Origin. All rights not expressly granted in the Agreement are reserved to Monotype.
“Account” means your account located at www.myfonts.com.
“Basic Licensed Unit” means up to two (2) Workstations connected to no more than one (1) printer with non-volatile memory.
"Commercial Product(s)" means, with respect to the Desktop Font Software, anything created by Use of the Desktop Font Software which is offered for distribution to the general public, or to some subset of the general public, in exchange for a separate fee or other consideration (such as in an electronic game, an Application or in any manner where the Desktop Font Software is embedded into electronic content which is distributed for a separate fee or other consideration).
Work(s)" means binary data based upon or derived from the Licensed Software (or any portion of the Licensed Software) in any form in which such binary data may be recast, transformed, or adapted including, but not limited to, binary data in any format into which the Licensed Software may be converted.
“Desktop Font Software” means, subject to the limitations set forth in your Account and the rights and obligations set forth herein, the font software available through the Monotype Library Subscription Plan which, when Used on or accessed by the Workstations in your Basic Licensed Unit, generates typeface and typographic designs and ornaments. Desktop Font Software includes all copies of the Desktop Font Software accessed or Used by the Workstations in your Basic Licensed Unit and all bitmap renderings of typeface and typographic designs and ornaments created by or derived from the Desktop Font Software. Desktop Font Software includes upgrades and updates to the Desktop Font Software (which Monotype may make available through the SkyFonts Client Software in its sole discretion), related files, permitted modifications, permitted copies, and related documentation. Desktop Font Software is made available to you, in Monotype’s sole discretion, through the SkyFonts Client Software. Monotype reserves the right to add or remove Desktop Font Software from the Monotype Library Subscription Plan at any time, in its sole discretion.
“Editing” means any input of text that is displayed using the Desktop Font Software. For the avoidance of doubt, Editing includes the insert of text into a form field.
Software” means, collectively, the Desktop Font Software and the SkyFonts Client Software.
“Monotype” means, collectively, Monotype Imaging Inc., its successors and assigns, its parent and affiliated corporations (which includes MyFonts Inc.), its authorized distributors, and any third party that has licensed to Monotype any or all of the components of the Licensed Software supplied to you pursuant to the Agreement.
Internal Business Use” means Use of the Desktop Font Software for customary personal or internal business purposes and shall not mean any distribution whatsoever of the Desktop Font Software or any component or Derivative Work thereof.
Client Software” means an operating system extension that you download to your operating system which enables and disables the access to and Use of the Desktop Font Software.
“Term” means the period of time for which you have paid any applicable subscription fees to license the rights hereunder, as indicated in your Account; provided, however, that Monotype shall have the right to terminate the Agreement at any time upon notice provided to you in your Account.
“Use” of the Desktop Font Software shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Desktop Font Software, regardless of the location in which the Desktop Font Software resides.
“Workstation(s)” means a hardware component in which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Desktop Font Software, provided that a printer with non-volatile memory shall not be considered a Workstation.
“Monotype” is a trademark of Monotype Imaging Inc. registered in the U.S. Patent and Trademark Office and elsewhere. All other trademarks are the property of their respective owners. Monotype’s mailing address is: Monotype Imaging Inc., 600 Unicorn Park Dr., Woburn, Massachusetts 01801 USA.