Agency EULA.

General Terms

Binding Obligation

You, identified as “Client” or “you”, are entering into this Agreement with Monotype on the Effective Date. This Agreement may only be modified in a written document signed by both you and Monotype.

Purchase Order

If you require a purchase order to be issued to Monotype in order to initiate payment, you must provide the purchase order within seven (7) calendar days after the Effective Date.

Any additional or inconsistent terms, whether issued by you or Monotype, including any terms and conditions set forth on a purchase order provided by you or by a third party on your behalf, will not bind Monotype unless Monotype gives its express agreement in writing.

Payment Information

All payments owed by you shall become due as defined below and are non-refundable. Payments listed in your quote are exclusive of taxes and duties imposed by any governmental authority, all of which shall be your responsibility. You agree that if payment is to be made by credit card, an additional 5% fee may be included in the final payment due. Failure to pay amounts due shall be a breach of this Agreement.

Payment Information:

All payments shall be made to: 
Monotype Imaging Inc. 
600 Unicorn Park Drive 
Woburn, MA, 01801 
 

Wire transfer instructions: 
Bank of America 
100 West 33rd Street 
New York, NY 10001 
Account # 000027400052 
Account Name: Monotype Imaging Inc. AKA International Typeface Corporation (ITC) 
Routing # 026009593 
Chips Participant ID (If Applicable): 095 
SWIFT: BOFAUS3N

Notification of payment to:
Monotype Imaging Inc.
Finance Department
600 Unicorn Park Drive
Woburn, MA, 01801
 

Payment Terms: Thirty (30) calendar days from invoicing. The invoice will be issued at or around contract execution.

If a third party has been identified as the payor in your Quote, the party entering into this Agreement understands and agrees that if such third party payor does not make payment in accordance with the payment terms contained herein, the party entering into this Agreement shall be responsible for all payments due to Monotype under this Agreement

Notices

All notices shall be in writing, sent to the applicable address in the quote, and signed by or on behalf of the party sending it. All notices sent to Monotype shall also be copied to [email protected]. Notices shall be deemed to have been received within forty-eight (48) hours of posting if sent by regular mail. 

  1. DEFINITIONS

    Agreement

    These Monotype Campaign License Terms and the associated Quote, including any attachments hereto or thereto.

    Application

    A product that is distributed as software only and (i) is not embedded into hardware of any kind, (ii) is not a platform or operating system that can run other software programs, (iii) which is not Publicly Available Software or integrated in such software and (iv) is made available by you to end users either directly or through a distributor. A version of an Application that does not have unique functionality beyond the scope of a previously released Application and is not licensed or marketed under a new name shall not be considered a new Application.

    Campaign

    The campaign outlined in your Quote, the details of which are described in the sections of the Quote titled Campaign Deliverables and Campaign Description.

    Critical Patch Release

    Updates to any of the Font Software that Monotype determines, at its sole discretion, will be made available on a general basis to all of its customers. Critical Patch Releases may or may not include certain changes that are included in an update and may be released before or after any such update is provided to eligible customers. A Critical Patch Release may, at Monotype’s sole discretion, be released prior to completion of Monotype’s complete quality assurance testing process.

    Derivative Work

    A work, including but not limited to software or data, based upon or derived from any of the Font Software (or any portion of the Font Software) in any form in which such software or data may be recast, transformed, or adapted including, but not limited to, binary data in any format into which the Font Software may be converted.

    Digital Marketing Communication

    A piece of promotional or marketing content delivered via the internet. A Digital Marketing Communication includes, but is not limited to, email advertisements, banner ads and display advertisements shown on websites, advertisements in web applications and advertisements in applications.

    Effective Date

    The date that the quote that is subject to the terms of this Agreement is expressly agreed to by both parties hereto.

    Electronic Document

    An electronic document or data file, for example a .pdf or an e-book, which is created by Use of the Font Software, but which is not a Digital Marketing Communication.

    Font Software

    The font software listed in your Quote, which when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all subsets and bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software, and all copies of the Font Software in web font format Used or accessed in conjunction with the rendering of web pages, including copies of web pages that may be temporarily cached. Not all Font Software is available in all formats.

    Authorized User

    Any user who may exercise the license grants to the Font Software under this Agreement. Authorized Users may be your employees or independent contractors, or an employee of a third party (such as an agency or a commercial printer) engaged by you for the purpose of exercising the license rights granted herein on your behalf. You shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including any third party (and/or its employee(s)) or independent contractor and are responsible for ensuring that all Use of Font Software by Authorized Users is for purposes of the Campaign, and not for any other purpose..

    Metadata

    Data that provides information about the Font Software, such as the font name, format, weight, font family, source, etc. Metadata includes data generated from the Font Software automatically through the use of artificial intelligence or other software programs.

    Monotype

    Collectively, Monotype Imaging Inc. or any other Monotype entity identified on the Quote, its successors and assigns, and its parent and affiliated companies.

    Quote

    The quote agreed to between the parties which is subject to these Monotype Campaign License Terms.

    Publicly Available Software

    (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.

    Server

    Any server or cloud server service that is either (a) maintained on your premises; (b) under your exclusive control; or (c) owned and controlled by a third party hosting service for your benefit, provided that you (i) have a written agreement regarding the Use and protection of the Font Software installed on such server, and (ii) shall remain responsible for any unauthorized access to and security of the Font Software on such Server. Furthermore, if such Server is part of a cloud server service, you are permitted to upload a copy of the Font Software to the cloud server service, provided that the Font Software and any Derivative Works thereof cannot be downloaded except by your Licensed Desktop Users and/or Licensed Monotype Fonts Users and if such cloud server service is owned and controlled by a third party hosting service for your benefit, you will require the cloud server service to completely remove the Font Software from the Servers upon termination of your use of the cloud server service.

    Subset

    A Derivative Work of the Font Software, created by removing certain glyphs and/or characters therefrom.

    Term

    The time period starting on the Effective Date and running for the Campaign Duration set forth in the Quote.

    Trademarks

    The trademark as set forth at www.monotype.com/legal/trademarks for each piece of Font Software licensed under this Agreement or under which Monotype markets the Font Software.

    Use

    When 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.

    Workstation

    A hardware component in which Font Software is installed and from which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software.

  2. LICENSE GRANTS.

    You are licensing the right to use Font Software for purposes of the Campaign. You agree that you have the rights expressly set forth in this Agreement and no other. All rights not expressly granted in this Agreement are reserved to Monotype.

    The rights set forth in this Section 2 may be exercised on your behalf by your Authorized Users; and you are responsible for compliance with the terms of this Agreement by all such users as well as any other parties who access, use, or possess Font Software directly or indirectly through you. Solely for purposes of producing and deploying the Campaign Deliverables specified in your Order Form, you are hereby granted, during the Term and subject to all terms and conditions set forth herein, a worldwide (subject to Section 8.B), non-exclusive, non-assignable, non-transferable license to allow Authorized Users to exercise any or all of the following license rights:

    1. CREATE & DESIGN.
      1. Install the Font Software on the Authorized User’s Workstation(s).
      2. Install the Font Software onto any Server on which the Font Software may only be accessed, directly or through programmatic access such as an API, AWS CLI, or Tools for Windows PowerShell, solely by your Authorized Users. 
      3. Use the Font Software on such Workstations or via such Server to:
        1. create, edit, and view Campaign Deliverables; and/or
        2. embed the Font Software into Campaign Deliverables and duplicate the Font Software as an integrated part of any such Campaign Deliverable.
    2. PUBLISH & DEPLOY. Directly or indirectly publish, deploy, distribute, and or otherwise make available the Campaign Deliverables to the Target Audience.
    3. EMBEDDING RESTRICTIONS AND DISTRIBUTION REQUIREMENTS. To the extent that your Campaign Deliverables include the following output types, you are responsible for compliance with the following embedding and distribution requirements:
      1. Applications.
        1. the Font Software must be embedded into Applications in a manner in which the Font Software cannot be fully or partially extracted without the help of a software tool or other technological measures,
        2. unless explicitly stated otherwise, Applications may not allow end users to use the Font Software for authoring purposes (e.g. in an Application that provides office functionality such as word processing or presentation design or that allows users to create graphic designs or merchandising), and
        3. the primary purpose of the Applications may not be to replace Font Software.
      2. Print & Electronic Documents: 
        1. the Font Software must be (i) subset to only contain the glyphs displayed within each Electronic Document, and (ii) embedded or integrated such that they cannot be fully or partially extracted from such Electronic Document without the help of a software tool or other technological measures; and
        2. a recipient cannot edit the Electronic Document with the Font Software.
      3. Web Page Content: 
        1. users of your website may only type text on that website through Use of the Font Software (e.g. in form fields, customer feedback etc.) for transactional or marketing purposes.
        2. Font Software may not be embedded in a web based customer product (e.g. a web server application, SaaS or other online product) or be used for authoring purposes (e.g. in an Application that provides office functionality such as word processing or presentation design or that allows users to create graphic designs or merchandising).
      4. Digital Marketing Communications: Font Software (i) must be embedded into a Digital Marketing Communications in a manner in which the Font Software(s) cannot be fully or partially extracted without the help of a software tool or other technological measures, and (ii) cannot be used by viewers, users, or recipients of a Digital Marketing Communication for authoring purposes.
    4. 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, and (ii) to identify the Font Software that is/are embedded in or accessed through your products 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.

  3. DELIVERYS

    Delivery of the Font Software is the responsibility of the agency through which you quoted the Campaign license that is subject to this Agreement.

  4. RESTRICTIONS

    You may:

    • Transfer or assign your license rights.
    • Modify the Font Software in any way, and/or create, directly or indirectly, Derivative Works from the Font Software or any portion thereof (except as otherwise specifically set forth herein). 
    • Use the Font Software to train or use in relation to or in connection with artificial intelligence (AI) technologies, including but not limited to generative AI. You shall not use, or permit any third party to use, the Font Software for the purpose of training or using AI technologies, and shall take all reasonable measures to prevent such use.
    • 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. EXCEEDING LICENSED USAGE OF THE FONT SOFTWARE

    You have licensed rights in this Agreement that are subject to the Campaign Deliverables and Target Audience set forth in your Quote. You are obligated to maintain records with respect to your Use of the Font Software against such specifications and Monotype has the right to ask you, from time to time, to provide information, including without limitation, any metrics you have with respect to the reach of your campaign, regarding such Use, which you shall provide to us within 30 days of our request. In the event your Use of the Font Software exceeds the specifications in the Quote, you agree to license from Monotype the necessary additional amounts and pay the fee associated with such increase, including without limitation, if the reach of your campaign surpasses your Target Audience, or if the length of your campaign extends beyond the Term.

  6. TERMINATION

    The parties shall have the right to terminate the Agreement only as set forth in this Section 6

    Either party may terminate this Agreement upon thirty (30) days priorwritten notice to the other party if the non-notifying party has breached this Agreement, and such breach has not been cured within that thirty (30) day period. Any such notice shall set forth the breach or breaches and the actions necessary to cure them, if a cure is possible.

    All license rights granted to you in this Agreement shall end with the termination or expiration of this Agreement. Notwithstanding the forgoing, you may permit the recipient of an Electronic Document or Application that was generated and distributed pursuant to this Agreement to continue to use such Electronic Document or Application after such termination or expiration.

    The termination of this Agreement shall not preclude either party

  7. WARRANTIES, SERVICE LEVELS, INDEMNIFICATION AND LIMITATION OF LIABILITY

    1. WARRANTIES.

      • The Font Software will effect a faithful reproduction of the underlying typeface design which is of a quality consistent with industry standards;
      • The Font Software has no defect nor is deficient in title;
      • The Font Software does not infringe any intellectual property rights of any third parties, including but not limited to copyrights, design rights, trademarks and patents;
      • The Font Software upon download or delivery does not contain viruses, time or logic bombs, Trojan horses, worms, timers, clocks, trap doors, or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system, including, without limitation, its security or user data, or otherwise cause the Font Software to become inoperable or incapable of being used in accordance with this Agreement;
      • The Font Software is not Publicly Available Software;

      In case of a defect or deficiency in title, promptly after you let us know of the problem (in text form, which could include via an email to [email protected]), Monotype will do everything that is commercially reasonable to correct the problem within fourteen (14) calendar days.

    2. INDEMNIFICATION.

      Monotype shall, at its expense and at your request:

      • defend you from any claim or action brought by an unaffiliated third party against you or an authorized sublicensee to the extent it is based on a claim that Monotype has breached a warranty contained in Section 7.A or any other obligation under this Agreement; and
      • indemnify you against any damages, liability, costs or expenses incurred by you or an authorized sublicensee (including, without limitation, reasonable attorneys’ fees) resulting from such a claim or a breach of a warranty contained in Section 7.A.

      You must notify Monotype promptly in writing of a claim, permit Monotype to control the defense or settlement, and cooperate fully with Monotype in such defense and settlement as reasonably requested and at Monotype’s expense.

    3. LIMITATION OF LIABILITY.

      Except in the event of gross negligence or willful misconduct, neither party will be responsible for:

      • Incidental, indirect, consequential or punitive damages, including without limitation, lost profits, business interruption, loss of use or lost data, regardless of the form of the action whether in contract, tort (including negligence), strict product liability or otherwise, even if such party has been advised of the possibility of such damages, in each case to the extent permitted by law. For clarification only, any damages incurred by either party as a result of infringement of a third party’s intellectual property rights are considered direct damages that are not excluded by this limitation of liability; or
      • Any damages caused by the other party’s failure to perform its obligations.
  8. MISCELLANEOUS.

    1. SUPPORT.

      You shall be entitled to Critical Patch Releases. You shall be solely responsible for technical support, if any provided, to the users of your materials into which the Font Software may be embedded or integrated.

    2. EXPORT.

      You agree that you will not ship, transfer or export the Font Software into any country or use the Font Software in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.

    3. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.
      • As between you and Monotype, you agree that Monotype and or/its licensors own all right, title and interest in and to the Font Software, its structure, organization, code, related files, and data generated with or derived from the use of such materials, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights.
      • As between you and Monotype, 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 may constitute 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.

    4. PRIVACY.

      All personal data contained in this Agreement or in your Account will be collected and held in compliance with applicable privacy laws and Contractual Privacy Statement, which can be found at http://www.monotype.com/legal/privacy-policy/.

    5. ENTIRE AGREEMENT; PARTIAL NULLITY; GOOD FAITH OBLIGATIONS.

      This Agreement constitutes the entire agreement between the parties hereto with respect to license of the Font Software. 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. You and Monotype each owe a duty to co-operate in order to give full effect to this Agreement.

    6. ASSIGNMENT.

      Your obligations under this Agreement may not be sublicensed or assigned to any third party (with a change in control of you constituting an assignment). This Agreement shall be binding on your and Monotype’s successors and assigns.

    7. GOVERNING LAW; JURISDICTION.

      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. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.