MONOTYPE MEMBERSHIP PROGRAM LICENSE AGREEMENT
This Monotype Membership Program License Agreement - Light Level (the “Agreement”) becomes a binding contract between you and Monotype, as defined herein, when you click on the area or check box marked “ACCEPT THE END USER LICENSE AGREEMENT” or similar language. If you do not wish to be bound by this Agreement, do not click on any area which indicates acceptance. By indicating your acceptance of the terms of this Agreement, you are representing that you have the authority to bind yourself, all Licensed Users, and your or a Licensed User’s organization in contract. All references to “you” or “your” throughout this Agreement shall also be deemed to be references to any of your Licensed Users, as defined herein, unless stated otherwise. WE RECOMMEND PRINTING THIS AGREEMENT FOR FURTHER REFERENCE.
PLEASE READ THIS AGREEMENT CAREFULLY! THIS IS A NO-FEE AGREEMENT THAT ALLOWS YOU TO EVALUATE THE LICENSED SOFTWARE AND TYPECAST SERVICE UNDER THE TERMS SET FORTH HEREIN. THIS AGREEMENT DOES NOT OBLIGATE MONOTYPE TO ENTER INTO ANY FURTHER LICENSE AGREEMENT WITH YOU FOR ANY OF THE LICENSED SOFTWARE OR THE TYPECAST SERVICE EITHER NOW OR IN THE FUTURE.
This Agreement shall govern:
- access to and certain of your obligations regarding the use of the Monotype Membership Program Enterprise Portal (the “Portal”);
- access to and the installation of the SkyFonts Client Software;
- access to and Use of the Font Software available on or accessible via the Portal;
- access to and Use of Web Font Software available on or accessible via the Portal; and
- access to and Use of the Typecast Design Application and Typecast Service accessible via the Portal.
This Agreement contains capitalized terms which are defined herein. Please refer to those defined terms when reading this Agreement and be certain such terms are fully understood prior to indicating acceptance of this Agreement.
YOU HEREBY UNDERSTAND AND AGREE TO THE FOLLOWING:
- You are bound by the Agreement and acknowledge that all Use of and access to the Font Software, the Web Font Software, the Typecast Design Application (collectively, the “Licensed Software”) and Typecast Service via the Monotype Membership Program Enterprise Portal (the “Portal”) is governed by the Agreement. You have no rights to the Licensed Software or Typecast Service other than as set forth in the Agreement.
- Your Use of the SkyFonts Client Software (“SkyFonts”) shall be governed by the SkyFonts end user license agreement which shall be presented to you upon your installation of SkyFonts.
- The following terms will apply exclusively to the current business relationship between Monotype and you. Any additional or inconsistent terms issued by you shall not be binding upon Monotype.
- You have the rights expressly set forth in the Agreement and no other. All rights not expressly granted in the Agreement are reserved to Monotype. All rights in and to the Licensed Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions.
THE MONOTYPE MEMBERSHIP PROGRAM ENTERPRISE PORTAL
- The Portal, located at http://membership.monotype.com, will be accessible to you via a password which you shall specify when creating your Account. The Licensed Software and Typecast Service will be made available to you solely through the Portal.
- Monotype does not guarantee that you will be able to access or use all or any of the Portal features at all times, and cannot and does not guarantee, represent or warrant that access to or use of the Portal will be uninterrupted or error-free, or that the Portal or server on which it is housed is free from viruses or other harmful components. Monotype shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Portal.
- The confidentiality of your password, access to your Account, and any activities that occur under your Account are your responsibility. You agree to notify Monotype immediately of any unauthorized use of your password or Account or any other breach of security.
- 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.
THE SKYFONTS CLIENT SOFTWARE
- Your access to and Use of the Font Software under this Agreement requires the installation of SkyFonts on your Workstations and either you or Monotype shall install SkyFonts on such Workstations. You acknowledge that you will be presented with a SkyFonts end user license agreement when installing SkyFonts and you must accept such end user license agreement.
- Upon termination of this Agreement, SkyFonts must be de-installed by either you or Monotype, along with any Font Software accessed or downloaded by you under this Agreement, from the Workstations.
THE FONT SOFTWARE
- You are hereby granted a non-exclusive, non-assignable, non-transferable license for the Term to access the Font Software via SkyFonts and Use the Font Software on the permitted number of Workstations (i) only if you are a Licensed User, and (ii) only for your Personal or Non-Commercial Business Use. You may embed the Font Software into an electronic document, solely for print and view, that (a) is not a Commercial Product, (b) is distributed in a secure format that does not permit the extraction of the embedded Font Software, and (iii) in the case where the recipient of such electronic document is able to Use the Font Software for Editing, only if the recipient is a Licensed User.
- You will take no action which will have the direct or indirect effect of causing the Font Software thereof to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.
THE WEB FONT SOFTWARE
- You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to publish web pages which access the Web Font Software through the Portal in order to render the web pages of your Licensed Websites on Output Devices for up to twenty five thousand (25,000) page views per month.
- You may NOT Use or access, nor allow any third party to Use or access, the Web Font Software: (1) as part of or in conjunction with any Application, (2) for Editing, or (3) in a Commercial Product. You must retain the pageview tracking code on any Licensed Website that utilizes the Web Font Software. If the total number of pageviews exceeds twenty five thousand per month, it shall be considered a material breach of this Agreement, and Monotype shall have the option to immediately suspend your Account until you acquire the necessary license from Monotype for such page views.
THE TYPECAST DESIGN APPLICATION AND TYPECAST SERVICE
- You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to use the Typecast Service to create User Generated Content. You have no rights to the Typecast Service or, if you use Font Software with the Typecast Service, to use the Font Software with the Typecast Service other than as expressly set forth in this Agreement.
- You are solely responsible for all User-Generated Content. It is your responsibility to ensure that User-Generated Content does not infringe or violate any rights (including, but not limited to, intellectual property rights) of Monotype or any third party.
WARRANTY DISCLAIMERS AND LIMITATION OF LIABILILLTY
- NO WARRANTY. UNLESS OTHERWISE REQUIRED BY LAW, THE LICENSED SOFTWARE AND THE TYPECAST SERVICE ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF 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 POSSIBIL-ITY 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 thirty (30) 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.
INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
- You agree that the Licensed Software, the Portal and Typecast Service are protected by the copyright law and 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 and you agree to treat the Licensed Software and Typecast Service in compliance with such laws and treaties. You agree that the Licensed Software and Typecast Service, their structure, organization, code, and related files are valuable property of Monotype and that any intentional Use of or access to the Licensed Software of Typecast Service not expressly permitted by this Agreement constitutes a theft of valuable property.
- You agree not to (i) adapt, modify, alter, translate, convert, or otherwise change the Licensed Software or Typecast Service in any way whatsoever or for any reason whatsoever including but not limited to adding functionality that the Licensed Software or Typecast Service did not have when you first accessed it; (ii), to create Derivative Works from Licensed Software or any portion thereof; or (iii) use Licensed Software in connection with software and/or hardware which create Derivative Works of the Licensed Software.
- You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or instructions 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 provision, 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 in a timely manner free of charge by Monotype upon written request).
- You agree that you have no right to (i) copy or duplicate the Licensed Software or Typecast Service or any portion thereof; (ii) extract the Typecast Design Application from the Typecast Service; or (iii) copy the design embodied within any of the Licensed Software.
- You agree to use trademarks associated with the Licensed Software according to accepted trademark practice, including identification of the trademark owner's name. 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. Trademark attributions and trademark usage guidelines may be found at http://www.monotype.com.
TERM AND TERMINATION; OBLIGATIONS UPON TERMINATION
- The term for which the Portal, and all Licensed Software and the Typecast Service which may be accessed and Used by you under this Agreement shall be thirty (30) days commencing on the date you accept the terms of this Agreement. This term may be renewed at your request, in Monotype’s sole discretion. The Licensed Software available to you via the Portal may change at any time, at Monotype’s sole discretion.
- Upon failure by any you to comply with any terms of this Agreement, Monotype shall be entitled to terminate this Agreement upon three (3) day notice sent to you via regular mail, telefax or email.
- Monotype shall have the right to terminate this Agreement immediately upon any material breach of this Agreement by you, or if you become insolvent, enter bankruptcy, seek reorganization in the bankruptcy court, make an assignment for the benefit of creditors, or have a receiver appointed over any of your assets. The termination of this Agreement shall not preclude Monotype from suing you for damages of any breach of the Agreement.
- Upon termination of the Agreement, you must destroy the original and any and all copies of the Licensed Software that remain in your possession and certify to such destruction if requested to do so by Monotype. In the event of a termination of the Agreement, you shall continue to be responsible for safeguarding the proprietary rights of Monotype.
- The Licensed Software will be made available to you solely online through the Portal. As permitted by law, Monotype’s standard delivery terms are FOB origin.
- In the event that any provision of this Agreement is unenforceable or invalid, such unenforceability or invalidity shall not render the Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.
- Due to the nature of the Licensed Software and any trademarks associated with such Licensed Software, and the inherent difficulty of adequately protecting the proprietary rights of Monotype in such Licensed Software and trademarks, a breach of this Agreement will cause Monotype irreparable harm for which money damages would be inadequate. Therefore, you agree that Monotype is entitled to seek injunctive relief to protect its rights under this Agreement, in addition to any and all remedies available at law. You agree to assign to Monotype your right to bring an action for violation of proprietary rights against any Licensed Users in possession of the Licensed Software through you. You agree that no bond or security shall be required of Monotype as a condition of obtaining any injunctive or other relief to enforce its rights under this Agreement.
- All notices required to be given under this Agreement shall be in writing and signed by or on behalf of the party sending it. Notices sent to Monotype shall be sent to Monotype Imaging Inc., Attn. Notices; 600 Unicorn Park Drive, Woburn, Massachusetts, 01801, USA. All notices sent to you shall be sent to your address as set forth in your Account. Notices to Monotype may be sent by email to [email protected]. Notices shall be deemed to have been received within forty-eight (48) hours of posting if sent by regular mail.
- 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.
- This 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 this Agreement. Both you and Monotype agree to the personal jurisdiction and venue of these courts in any action related to this 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.
- 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.
“Account” means your account at http://membership.monotype.com.
“Application” means any software program which allows an end user to Use or access the Web Font Software to create a document or file or to change the selection of Web Font Software, Font Software or any other font software used in or accessed by any document or file, including but not limited to server pages, web pages, documents and/or web-based documents.
“Commercial Product” means, with respect to the Font Software, anything created by Use of the 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; provided that the web pages of your Licensed Websites created by Use of the Web Font Software shall not be considered a Commercial Product.
“Derivative Work” means binary data based upon or derived from Licensed Software (or any portion of 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 Licensed Software may be converted.
“Editing” means any input of text that is displayed using the Font Software or Web Font Software. For the avoidance of doubt, Editing includes the insert of text into a form field.
“Font Software” means software or instructions which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software.
“Licensed User(s)” means the number of end users authorized in your Account, which are (i) your employees or agents, (ii) authorized by you to access and Use the Licensed Software, and (iii) are covered by the maximum number of Licensed Users set forth in your Account. For clarification only, the number of Licensed Users shall be counted regardless of whether and when actual Use occurred and thus equal the total of all individuals which potentially can Use the Licensed Software during the term (non-concurrent use). Unless stated differently in your Account, the number of Workstations per Licensed User shall be restricted to two (2) Workstations.
“Licensed Websites” means those websites set forth in your Account.
“Monotype” means collectively Monotype Imaging Inc., its successors and assigns, its parent and affiliated corporations, 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.
“Output Device” means a printer or display which displays a screen image created by Use of or access to the Web Font Software to make visible in human readable form, either temporarily or permanently, the typeface design and fonts contained within the Web Font Software.
“Personal or Non-Commercial Business Use” means Use of the Font Software for your customary personal or internal, non-commercial business purposes and shall not mean any distribution whatsoever of the Font Software or any component thereof.
“Publicly Available Software” means each of: (a) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g. Linux) or similar licensing or distribution models; and (b) any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (i) be disclosed or distributed in source code form, (ii) be Licensed for the purpose of making derivative works, or (iii) be redistributable at no charge. Publicly Available Software includes, without limitation, software Licensed or distributed under any of the following Licenses or distribution models, or Licenses or distribution models similar to any of the following: (1) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (2) the Artistic License (e.g., PERL); (3) the Mozilla Public License; (4) the Netscape Public License; (5) the Sun Community Source License (SCSL); (6) the Sun Industry Standard Source License (SISL); and (7) the Apache Software License.
“Typecast Design Application” means the design application accessible through the Portal for use with the Typecast Service which allows the user to produce User Generated Content.
“Typecast Service” means the software and services available through the Portal.
“Use(d)” of the Font Software shall occur when (i) an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software, regardless of the location in which the Font Software resides, or (ii) when the software or instructions are executed.
“User Generated Content” means any code or content generated by you through the use of the Typecast Design Application or the Typecast Service.
“Web Font Software” means the Licensed Software identified as such, which, when Used on or accessed by an appropriate device or devices, generates typeface and typographic designs and ornaments and which is made available, in Monotype’s sole discretion, through the Portal. Web Font Software includes all copies of the Web Font Software Used or accessed in conjunction with the rendering of the web pages of your Licensed Websites, including copies which are temporarily cached on Output Devices, and all bitmap renderings of typeface and typographic designs and ornaments created by or derived from the Web Font Software. Web Font Software includes all related files and documentation.
“Workstation” means a hardware component to which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software or implement the Font Software, regardless of the location in which the Font Software resides.
Membership Program License Agreement – Light V1.2014.9