Monotype Imaging Inc. AR/VR Plug-in BETA PROGRAM AGREEMENT

This Monotype AR/VR Plug-in Beta Program 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 access the Monotype AR/VR Plug-in or Develop using the Monotype AR/VR Plug-in. 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 12.

By accepting this Agreement, you are agreeing to be a participant in a public beta program (the “Beta Program”) for the Monotype AR/VR Plug-in, and you will be given access to a beta version of the Monotype AR/VR Plug-in (the “Beta Plug-in”). THIS BETA AGREEMENT ALLOWS YOU TO ACCESS THE BETA Plug-in AND integrate THE BETA Plug-in with your products, HOWEVER YOU ARE NOT GRANTED ANY RIGHTS TO DISTRIBUTE THE BETA Plug-in IN ANY WAY, INCLUDING AS PART OF OR WITH your products. in order to distribute, YOU MUST ENTER INTO A FURTHER AGREEMENT WITH MONOTYPE TO BE GRANTED DISTRIBUTION RIGHTS. Any feedback regarding the Beta Program shall be shared by you solely with Monotype and shall be used by Monotype for any purpose in Monotype’s sole discretion; provided, however, that except as set forth herein, Monotype will keep any personal information collected (if any) confidential in compliance with its privacy policy located at http://www.monotype.com/legal/privacy-policy/.

Upon termination of the Beta Program, as determined by Monotype in its sole discretion, you must destroy the Beta Plug-in and certify to Monotype that such destruction has occurred, or upgrade to the most recent version of the Plug-in, which may or may not be a Beta Plug-in,. The Agreement automatically terminates upon failure by you to comply with its terms. Access to the Beta Plug-in shall be free of charge during the Beta Program.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO BE BOUND. You hereby agree to the following:

  1. You are bound by the Agreement and you acknowledge that all access to the Beta Plug-in supplied to you by Monotype is governed by the Agreement.

  2. You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to (a) access the Beta Plug-in and (ii) integrate the Beta Plug-in with your Products. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOU MAY NOT DISTRIBUTE YOUR PRODUCTS WITH THE BETA Plug-in UNTIL YOU EXECUTE A SEPARATE DISTRIBUTION LICENSE AGREEMENT WITH MONOTYPE. You may not use the Beta Plug-in in any manner not expressly provided for in this Section 2. The rights set forth in this Section 2 are granted only subject to all of the terms and conditions of the Agreement.

  3. Your access to the Beta Plug-in is conditioned on you providing feedback to Monotype, if requested by Monotype, regarding your use of, and experience with, and impressions of the Beta Plug-in, its functionality, purpose and overall usability. All such feedback must only be provided directly with Monotype and to no other party and in no public forum of any kind. Any public comments made by you regarding the Beta Plug-in during the Beta Program shall be considered a breach of this Agreement. All feedback, comments, ideas, inventions or other information provided by you to Monotype during your participation in the Beta Program shall be deemed to be the sole and exclusive property of Monotype and you hereby assign to Monotype any and all right you may have in such feedback or other information, including any copyright, patent, secret rights, and/or other intellectual property right. You further consent to Monotype’s public use of your name together with any verbal or written comments made in connection with the Beta Program. If you do not wish to provide feedback to Monotype, you may not participate in the Beta Program. Further, by participating in the Beta Program, you agree to allow Monotype to send you promotional materials regarding Monotype’s AR/VR products, including through e-mail to the address you provide when requesting access to the Beta Plug-in. You may opt-out of receiving promotional materials from Monotype at any time.

  4. You agree that Monotype owns all right, title and interest in and to the Beta Plug-in, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Beta Plug-in, its structure, organization, code, and related files are valuable property of Monotype and that any intentional access to, development with or distribution of the Beta Plug-in not expressly permitted by the Agreement constitutes a theft of valuable property. All rights not expressly granted in the Agreement are expressly reserved to Monotype.

  5. You acknowledge that the Beta Plug-in is protected by the copyright and other intellectual property laws of the United States and its various States, by the copyright and design laws of other nations, and by international treaties. You agree to comply with all such laws. You may not copy the Beta Plug-in, except as expressly provided herein and you agree not to copy the source code or object code of the Beta Plug-in, except as expressly authorized in this Agreement. 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 Beta Plug-in.

  6. You agree not to adapt, modify, alter, translate, convert, or otherwise change the Beta Plug-in or create Derivative Works from the Beta Plug-in or any portion thereof. You further agree not to use the Beta Plug-in in connection with software and/or hardware which creates Derivative Works of such Beta Plug-in. You may not alter the Beta Plug-in for the purpose of adding any functionality which the Beta Plug-in did not have when you first accessed the Beta Plug-in. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Beta Plug-in. You may not change any trademark or trade name designation for the Beta Plug-in.

  7. You may not rent, lease, sublicense, give, lend, or further distribute the Beta Plug-in, or any copy thereof, except as expressly provided herein. Your rights under this Agreement may not be transferred to a third party.

  8. MONOTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE BETA Plug-in. 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.

  9. This Agreement shall be deemed to be a contract made under the laws of the Commonwealth of Massachusetts, and for all purposes shall be interpreted and construed in its entirety in accordance with the laws of said 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. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.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.

  10. Monotype may terminate the Beta Program and/or your access to the Beta Plug-in at any time, in its sole discretion. If Monotype chooses to terminate the Beta Program and your access to the Beta Plug-in, Monotype shall notify you of such termination via email which shall be sent to the email address you have provided to Monotype when you first accessed the Beta Plug-in. Upon termination of the Beta Program, you agree to immediately cease use of the Beta Plug-in and destroy it or update the Beta Plug-in to the latest version, as advised by Monotype in its notice of termination of the Beta Program. 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. You agree that the Beta Plug-in 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.

  11. You have the rights expressly set forth in the Agreement and no other. All rights not granted herein are expressly reserved to Monotype. All rights in and to the Beta Plug-in, 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.

  12. Definitions:

    “Derivative Work” means binary data based upon or derived from the Beta Plug-in (or any portion of the Beta Plug-in) 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 Beta Plug-in may be converted.

    “Products” means your mobile application or other software product into which the Beta Plug-in is integrated or is distributed with such Product.

    “Term” means the period of time beginning on the date you access the Beta Plug-in through August 31, 2018, unless earlier terminated by Monotype, in its sole discretion.

BETA AGREEMENT VERSION 1.0
LAST UPDATED OCTOBER 17, 2017