Version 2.0

Monotype License and Service Terms.

THESE MONOTYPE LICENSE AND SERVICE TERMS GOVERN CUSTOMER’S ACQUISITION AND USE OF MONOTYPE’S PRODUCTS AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” OR “YOU” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS OR SERVICES.

1.     DEFINITIONS.

2.     LICENSE GRANTS.

You are licensing access to the Font Management Platform, Font Software and the Desktop Application. 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 Licensed Monotype Fonts Users, Licensed Monotype Connect Users and/or Licensed Desktop Users, as applicable, and you are responsible for compliance with the terms of this Agreement by all such users as well as any other parties who access the Font Management Platform, Font Software or Desktop Application. 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 the specified users to:

A.     LICENSED MONOTYPE FONTS USERS AND/OR LICENSED MONOTYPE CONNECT USERS.

                i.         Font Management Platform:

a.     Access the Font Management Platform and access and use any of the functionality made available to you by Monotype on the Font Management Platform.

b.     Distribute a copy of the Font Software you choose to be Production Fonts to your Licensed Desktop Users.

c.      Access and Use the Subsetter Application on the Font Management to create Subset(s) of the Font Software in a web font format provided that any such Subset continues to be owned by Monotype and shall constitute Font Software under this Agreement.

               ii.         Desktop Application:

a.     Install and access the Desktop Application on the Licensed Monotype Fonts User’s or Licensed Monotype Connect User’s Workstation(s). You may not use the Desktop Application in any time sharing, hosted or subscription services, or any other manner which allows a third party to use the Desktop Application without obtaining a license from Monotype.

b.     Use the Desktop Application in connection with the Font Software.

c.      Use the Desktop Application in connection with font software that you have not licensed from Monotype, so long as the agreement between you and the party who licensed you such font software allows your use of the Desktop Application with such font software.

d.     Make backup copies of the Desktop Application, provided that such copies are for your internal back up purposes only and remain in your exclusive control.

             iii.         Font Software License Rights - Prototyping Only:

a.     Access and use all Font Software available in your Account on the Font Management Platform as set forth in Sections 2.B. and 2.C., provided that in exercising such rights, the Font Software may be used solely for prototyping and internal Use in connection with the design process. You have distribution or deployment rights only with respect to the Font Software you choose to be Production Fonts.

b.     Extract, create and/or generate Metadata from the Font Software, provided that in each case, the Metadata is only used for your internal use.

c.      If you are an agency, internal Use includes the distribution solely for the purpose of sharing samples of design work created using the Font Software (for example, printed materials) or embedding the Font Software (for example, an application) with clients by whom you have been engaged with respect to the design process, but no one else. If you or your client wish to publicly distribute any materials created through Use of the Font Software, or materials that embed any portion of the Font Software, you or your client must obtain a separate distribution license from Monotype. You agree to use reasonable efforts to promote the Font Software to your clients and to cooperate with Monotype, in good faith, if your clients require a license to the Font Software. This includes making your clients aware that the Font Software is available for licensing by Monotype, providing clients with Monotype’s contact information or other materials that Monotype may provide to you from time to time, and providing Monotype with non-confidential information about clients who inquire about the Font Software, including information about such client’s licensing needs.

             iv.         Monotype Connect Pro - Customer Content:

a.     Use Monotype Connect Pro to store your Content.

b.     Ownership and license. You (or your licensors) retain all ownership rights in and to your Content. You hereby grant to Monotype a worldwide, non‑exclusive, royalty‑free license (with the right to sub‑license to sub processors engaged for the operation of Monotype Connect Pro) to host, store, reproduce, technically modify, process, transmit and display your Content solely in connection with your use of Monotype Connect Pro and the Desktop Application.

c.      Warranty, indemnity and liability. Monotype does not endorse or guarantee your Content. You are solely responsible for the legality, accuracy, and quality of your Content and the means by which you acquired your Content. You represent and warrant that (i) you own or have and will maintain all necessary rights, licenses, consents, and permissions to upload, store, process, and license your Content via Monotype Connect Pro; (ii) your Content and its use through Monotype Connect Pro does not infringe any third‑party rights, including copyrights, database rights, trademarks, trade secrets, privacy, or personality rights, and (iii) your Content contains no malware, viruses, or other harmful code intended to disrupt, damage, or gain unauthorized access to systems, data, or personal information. You agree to defend, indemnify and hold harmless Monotype against any claim by any third party related to your uploading or use of your Content through Monotype Connect Pro. To the fullest extent permitted by law, Monotype shall not be liable for any damages arising from or related to (i) your Content, including any illegal material or infringement of third‑party rights, or (ii) the removal or restriction of access to your Content, or the suspension or termination of your Account, provided Monotype acted in good faith and in accordance with applicable law and this Agreement.

B.     LICENSED DESKTOP USERS.

COMPANY DESKTOP LICENSE. All rights of Licensed Desktop Users set forth below apply only to Font Software you choose to be Production Fonts. For the avoidance of doubt, you must purchase a Company Desktop License which covers the total number of employees in your organization and all sublicensees who will have access to the Production Fonts.

                i.         Install the Production Fonts on the Licensed Desktop User’s Workstation(s).

               ii.         Install the Production Fonts onto a Server on which the Font Software may be accessed, directly or through programmatic access such as an API, AWS CLI, or Tools for Windows PowerShell, solely by your Licensed Desktop Users. If internal access of your or your Affiliated Companies’ employees or sublicensed service providers cannot be restricted to your Licensed Desktop Users, you may not install the Production Fonts on such Server.

             iii.         Use the Production Fonts on such Workstations or via such Server to:

a.     create, edit, view, print and distribute materials, provided that, (i) if you distribute such materials, the materials do not contain the Font Software, and (ii) if you create a static graphic image with a representation of the underlying typeface and typographic design or ornament, such static graphic image may not be used as a substitute for the Font Software, i.e., you may not create a substitute version of the Font Software containing different static graphic images of individual glyphs or glyph combinations of the Font Software which then can be individually addressed by software, a website, a hardware device (e.g., keyboard) or other means to render such designs or ornaments; and/or

b.     embed the Font Software into Electronic Documents and duplicate the Font Software as an integrated part of any such Electronic Document, provided that Electronic Documents with embedded Font Software may only be distributed if (i) they are not Commercial Electronic Documents and (ii) the Font Software cannot be fully or partially extracted from such Electronic Documents without the help of a software tool or other technological measures. (For distribution rights of Commercial Electronic Documents with embedded Font Software, a Commercial Electronic Document license is required.)

             iv.         Make backup copies of the Production Fonts, provided that such copies are for your internal back up purposes only and remain in your exclusive control.

               v.         Use the Production Fonts to create Electronic Documents and distribute the Production Fonts embedded into such Electronic Documents in a collaborative cloud authoring environment to individuals who are not Licensed Desktop Users, provided that such individuals may only use a Production Font for the purpose of viewing and editing the Electronic Document with which it was distributed.

C.     ALL USERS. All rights set forth below apply only to Font Software you choose to be Production Fonts and are subject to the License Usage per Term amounts defined in your Order Form.

                i.         Applications:

a.     Incorporate the Production Font(s) into Applications, up to, in the aggregate, the number of Licensed Applications, in a manner in which the Production Font(s) cannot be fully or partially extracted without the help of a software tool or other technological measures, provided (i) that the Application does not allow end users to use the Production Font(s) 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/or (ii) its primary purpose is not to replace the Font Software.

b.     Duplicate the Production Font(s) as an integral part of any such Application.

c.      Distribute the Production Font(s) directly or indirectly as an integrated component of any such Application up to, in the aggregate, a total of the number of Registered Users indicated in your Order Form.

               ii.         Commercial Electronic Documents:

a.     Embed the Production Font(s) into Licensed Commercial Electronic Documents and duplicate the Production Font(s) as an integral part of any such Licensed Commercial Electronic Document.

b.     Distribute the Production Font(s) directly or indirectly as an integrated component of any such Licensed Commercial Electronic Document, provided that (i) the Production Font(s) cannot be fully or partially extracted from such Licensed Commercial Electronic Document without the help of a software tool or other technological measures, and (ii) a recipient cannot edit the Licensed Commercial Electronic Document with the Production Font(s).

             iii.         Servers:

a.     Install the Production Font(s), or a web server application into which the Production Font(s) has been incorporated, on Licensed Servers; and

b.     Allow internal or external users to use the Production Font(s) on such Licensed Servers in the manners set forth in Section 2.B.iii., in relation to the Server described in the Order Form and provided that any Electronic Document created and distributed is not a Commercial Electronic Document and cannot be further edited by the recipient.

             iv.         Web Page Content: Use the Production Font(s) on a Server, to generate content on websites owned or under your control for up to the number of Licensed Page Views.  This license allows users of your website to type text on that website through Use of the Production Font(s) (e.g. in form fields, customer feedback etc.) only for transactional or marketing purposes. This Web Page Content license does not allow the Production Font(s) to be embedded in a web based customer product (e.g. a web server application, SaaS or other online product) or to 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).

               v.         Digital Marketing Communications: Embed the Production Font(s) into a Digital Marketing Communication in a manner in which the Production Font(s) cannot be fully or partially extracted without the help of a software tool or other technological measures or create a Digital Marketing Communication that is generated as described in the previous paragraph through Use of the Production Font(s) in web font format, in each case to be distributed directly or indirectly up to the number of Licensed Impressions.

D.     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 Production Font(s) incorporated into your products, and (ii) to identify the Production Font(s) 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.

E.     SUBLICENSE RIGHTS. You may:

                i.         Sublicense the rights granted herein, including the sublicense right below, to subsidiaries that you own by more than 50%,

               ii.         Sublicense, with the exception of this sublicense right, the rights granted herein to agencies, contractors or other service providers, provided that they solely use the sublicensed rights to perform work for you,

in both cases under the conditions that (a) the sublicensed use is counted against the number of Licensed Monotype Fonts Users, Licensed Monotype Connect Users, Production Fonts, Licensed Desktop Users, Applications, Commercial Electronic Documents, Servers, Page Views and Impressions licensed hereunder, (b) the sublicensee accepts all terms of this Agreement and (c) you shall be fully responsible for a breach of these terms by a sublicensee.

3.     DELIVERY AND ACCESS.

Monotype will make available access to the Font Management Platform, the Font Software and the Desktop Application, via delivery of access credentials to the Primary Font Management Platform User listed on the Order Form. Such access credentials will allow the Primary Font Management Platform User to create an Account. Through the Account, the Primary Font Management Platform User can invite Licensed Monotype Fonts Users or Licensed Monotype Connect Users licensed by you under this Agreement to access and use the Font Management Platform in conformance with the terms of this Agreement. Any Font Software available through your Font Management Platform Account may be downloaded or accessed by your Licensed Monotype Fonts Users or Licensed Monotype Connect Users, as applicable, at any time during the Term.  Monotype’s delivery obligations for access to the Font Management Platform, Font Software and the Desktop Application shall be complete upon sending access credentials to the Font Management Platform to your Primary Font Management Platform User.

In the event Monotype makes available additional features of the Font Management Platform that are not contemplated as of the Effective Date or otherwise governed by this Agreement, your Licensed Monotype Fonts Users or Licensed Monotype Connect Users who are designated in your Account as “Administrators” may be presented with additional terms of use to govern such additional features. Such additional terms must be agreed to by an Administrator before such feature can be enabled in your Account. Any such terms of use will not amend or restrict the license rights granted to the Font Software in this Agreement. 

Using the Font Management Platform requires the Primary Font Management Platform User and each Licensed Monotype Fonts User or Licensed Monotype Connect User, as applicable, to create a password and a user name. The confidentiality of passwords and Account information is your responsibility. Any activities that occur under the Accounts are your responsibility. You agree to notify Monotype immediately of any unauthorized use of the Account or any other breach of security which could affect the Font Management Platform or use of your Account.

4.     RESTRICTIONS.

You may not:

·       Transfer your license rights in the Font Management Platform, the Font Software or the Desktop Application.

·       Use the Font Management Platform to store or transmit: (i) infringing, libelous or other unlawful material; (ii) any malicious code; or (iii) any material in violation of applicable privacy rights.

·       Modify the Font Software or the Desktop Application in any way, and/or create, directly or indirectly, Derivative Works from the Font Software or the Desktop Application or any portion thereof (except as otherwise specifically set forth herein).

·       Use the Font Software, any part thereof, or any rendered glyphs, outlines, kerning data or other visual elements in connection with the development, training, or fine-tuning of artificial intelligence (AI) models, including, but not limited to generative AI or deep learning systems. Notwithstanding the foregoing, you may use metadata associated with the Font Software such as font names, classification tags, and non-rendered descriptive attributes for the purpose of training AI models, provided that such metadata does not include or enable reconstruction of the Font Software or its glyph outlines.

·       Embed the Font Software or the Desktop Application in open source software which may have the direct or indirect effect of causing the Font Software or Desktop Application to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.

5.     EXCEEDING LICENSED USAGE OF THE FONT SOFTWARE; REPORTING YOUR USAGE OF THE FONT SOFTWARE AS PRODUCTION FONT(S).

You have licensed rights in this Agreement that may be subject to certain limitations in volume, such as, the number of Licensed Monotype Fonts Users, Licensed Monotype Connect Users, Licensed Desktop Users, Applications, Registered Users, Commercial Electronic Documents, Servers, Page Views, and/or Impressions. 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, which you shall provide to us within 30 days of our request. In the event your Use of the Font Software exceeds the licensed amounts in the Order Form, you agree to license from Monotype the necessary additional amounts and pay the fee associated with such increase. Monotype makes available to you technology that will allow you to track (and automatically report to Monotype) the number of Page Views and Impressions generated by your Use of the Font Software. Page View and Impression tracking is automatically included if you host the Font Software for Page Views or Impressions via the Font Management Platform. If you choose to self-host the Font Software, use of Monotype’s tracking technology is not required.

Production Font Reporting: Within your Account, you will have access to a list of Font Software for which there is indication of possible Use as a Production Font. Such list may include, but is not limited to, Font Software that has been activated or downloaded from the Font Management Platform by your Licensed Monotype Fonts Users or Licensed Monotype Connect Users, Font Software that has been synced through the Desktop Application by your Licensed Monotype Fonts Users or Licensed Monotype Connect Users, and Font Software which has been added to a project in your Account. Within twenty-one (21) days of the beginning of each quarterly reporting period, you must report to Monotype which Font Software has been used as a Production Font. If you believe your Account displays an inaccurate list of Font Software, you should contact Monotype prior to the conclusion of the 21 days to dispute accuracy of the list. If you have not reported back to us within 21 days, we will assume all Font Software on the list provided has been used as Production Fonts. If the amount of Production Fonts exceeds the maximum number of Production Fonts you have licensed, you agree to license from Monotype the necessary amounts and pay the fee associated with such increase. Monotype reserves the right to suspend access to the Font Management Platform at its discretion in the event of any use of the Font Management Platform or the Font Software by you outside of the terms of this Agreement which is revealed in reporting.

6.     TERMINATION.

In addition to a decision by either party to not renew this Agreement upon the expiration of the Term, 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 prior written 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 foregoing, you may permit the recipient of an Electronic Document or Licensed Application that was generated and distributed pursuant to this Agreement to continue to use such Electronic Document or Licensed Application after such termination or expiration.

The termination of this Agreement shall not preclude either party from suing the other party for damages of any breach of the Agreement.

7.     WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY.

A.     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 and Desktop Application have no defect nor are deficient in title;

·       The Font Software and Desktop Application do not infringe any intellectual property rights of any third parties, including but not limited to copyrights, design rights, trademarks and patents;

·       The Font Software and Desktop Application, upon download or delivery do 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 or Desktop Application to become inoperable or incapable of being used in accordance with this Agreement;

·       The Font Software is not Publicly Available Software;

·       The Customer Success Plan and the Additional Professional Services, if applicable, will be performed as outlined on the applicable website listed in the Order Form; and

·       The Font Management Platform, Customer Success Plan, and the Additional Professional Services, as applicable, shall be provided consistent with applicable industry standards, will be provided by personnel with the skills and qualifications necessary to perform such services and such services will be delivered in accordance with this Agreement.

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.

B.     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.

C.     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.

A.     SUPPORT. Monotype shall provide you with the Customer Success Plan and the Additional Professional Services indicated in the Order Form. Please refer to Monotype’s websites referenced in the Order Form which contain detailed information about your Customer Success Plan and Additional Professional Services. You shall be entitled to Critical Patch Releases. You shall be solely responsible for technical support, if any provided, to the users of your products into which the Font Software may be embedded or integrated.

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

C.     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 Management Platform, the Font Software and the Desktop Application, their 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 Management Platform, the Font Software and the Desktop Application, their 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 Management Platform, the Font Software and the Desktop Application not expressly permitted by the Agreement may constitute an infringement of intellectual and industrial property rights.

·       All rights in and to the Font Management Platform, the Font Software and the Desktop Application, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions.

D.     PRIVACY. All personal data contained in this Agreement or in your Account will be collected and held in compliance with applicable privacy laws and our privacy statements “Font Portal and Desktop Applications Privacy Policy” and “Contractual Privacy Statement”, which can be found at http://www.monotype.com/legal/privacy-policy/.

E.     NOTICES. All notices shall be in writing, sent to the applicable address set forth in the Order Form, 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.

F.     ENTIRE AGREEMENT; PARTIAL NULLITY; GOOD FAITH OBLIGATIONS. This Agreement constitutes the entire agreement between the parties hereto with respect to license of the Font Management Platform, the Font Software and the Desktop Application, and, if applicable, the provision of the Customer Success Plan and/or Additional Professional Services. 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.

G.    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.

BRAND & LICENSING PROTECTION

To help our customers maintain font license compliance, Monotype offers Brand & Licensing Protection services.  If your Order Form indicates that you have purchased Brand & Licensing Protection, Authorized Service Recipient only will receive the services outlined below during the Term of your Agreement.

1.     Monotype and Authorized Service Recipient may discuss the scope of the initial scan.

2.     Monotype will prepare a document outlining the scope of the scan, including but not limited to what font software, materials and brands it will scan for (“Scope Document”) and send to Authorized Service Recipient for review.

3.     Authorized Service Recipient will review the Scope Document provided by Monotype and (1) confirm the agreed upon scope of the scan; or (2) edit such document to include any new or remove any deprecated font use, font licensing, digital properties, asset management systems, server environments and materials, if necessary, and return to Monotype. If Authorized Service Recipient does not edit/return such document within ten (10) calendar days of Monotype’s delivery, it is deemed accepted and Monotype will conduct the scan in accordance with the Scope Document.

4.     Monotype will thoroughly research all digital properties, asset management systems, server environments and materials outlined in the Scope Document and provide an assessment of Authorized Service Recipient’s font use and any font licensing gaps discovered. Monotype is not required to research any properties, systems, environments or materials not identified in the Scope Document, but in the event Monotype does discover font use or font licensing gaps in other properties, systems, environments and/or materials, Monotype shall report this to Authorized Service Recipient in its assessment.

5.     Monotype and Authorized Service Recipient may discuss (e.g. by mail) the results of the most recent assessment. If such discussion occurs, Monotype will advise Authorized Service Recipient on resolving identified font licensing gaps and best practices regarding font licensing and font software management.

6.     Authorized Service Recipient will promptly resolve any font licensing gaps identified by Monotype in accordance with the table below.

7.     Steps 2 through 6 above will be repeated on a bi-annual basis (twice per contract year) during the Service Term.

Licensing Gap Resolution.

*Monotype Portfolio Font Software is font software which Monotype owns, or for which Monotype is authorized to license, finally settle, and release.

The cure period described above applies only to the first assessment in which a specific unlicensed use of a particular Monotype Portfolio Font Software in a particular property, system, environment or material is identified and may, if such assessment occurs shortly before the end of the Service Term, extend beyond the end of the Service Term. If any subsequent assessment during the Service Term reveals the same unlicensed use of the same Monotype Portfolio Font Software in the same property, system, environment or material, such use shall be deemed a repeated infringement and Authorized Service Recipient shall not be entitled to any cure period with respect to such use. In that case, Authorized Service Recipient shall immediately cease such unlicensed use and remove the relevant Monotype Portfolio Font Software from the applicable properties, systems, environments and materials and shall, without undue delay, purchase from Monotype an appropriate license covering Authorized Service Recipient’s past and continued use of such Monotype Portfolio Font Software, without prejudice to Monotype’s other rights and remedies.
 

TYPE OPS DIAGNOSTIC

If your Order Form indicates that you are entitled to Type Ops Diagnostic, Authorized Service Recipient may request the Professional Services outlined below from Monotype during the Service Term. Monotype shall provide Type Ops Diagnostic, subject to the terms herein.

TERMS RELATED TO TYPE OPS DIAGNOSTIC:

1. DEFINITIONS

2. SCOPE AND RESTRICTIONS

2.1 Services provided under Type Ops Diagnostic

Monotype will provide to Authorized Service Recipient only the Professional Services specified below, subject to Customer’s payment of all applicable fees as set forth in this Agreement:

2.2 Restrictions

The following services are not included:

·       Implementation or execution of the roadmap (advisory and planning only; execution support available through Type Center of Excellence or separate SOW)

·       IT services or assistance

·       IT Security services or assistance

·       Legal services / Legal advice / Legal assistance

3. COOPERATION

3.1 Cooperation Requirements
Authorized Service Recipient will reasonably cooperate by:

·       Resources: Assigning an internal project manager as primary contact and allocating sufficient resources.

·       Actions: (i) Promptly responding to inquiries and providing accurate information, data, and feedback; (ii) actively participating in scheduled workshops, discovery sessions, and meetings; (iii) providing administrative access to internal systems, font libraries, digital properties, asset management systems, and workflows as needed.

·       Facilities and Equipment: Providing remote or onsite access to relevant systems, documentation, and personnel at no charge. If Authorized Service Recipient does not provide access during designated times, Professional Services will not be provided.

3.2 Delays
If Monotype cannot perform due to Authorized Service Recipient delay or non-compliance with Section 3.1, Monotype is released from performing the affected Professional Services.

4. CONFIDENTIALITY

4.1 Confidential Information
Either party may disclose Confidential Information to the other. The disclosing party is the “Disclosing Party” and the receiving party is the “Receiving Party.”

4.2 Obligations
Each party acknowledges Confidential Information is a valuable asset and agrees to:

·       maintain Confidential Information in strict confidence;

·       use Confidential Information only as provided in this Agreement;

·       disclose Confidential Information only to employees and personnel with a need to know who are bound by confidentiality terms at least as protective as these;

·       copy Confidential Information only as permitted in this Agreement.

Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law (with prior notice to Disclosing Party). Neither party shall reverse engineer Confidential Information except as permitted by applicable law.

4.3 Return
Upon termination or expiration, each party shall return or destroy Confidential Information (with written certification if destroyed).

4.4 Exclusions
Information is not Confidential if it:

·       is or becomes publicly available through no fault of Receiving Party;

·       is rightfully learned from a third party without restrictions;

·       was known prior to disclosure without restrictions; or

·       is independently developed without use of Confidential Information.

The Receiving Party claiming an exclusion has the burden of proof by clear and convincing evidence.

4.5 Survival
Each party’s obligation to protect Confidential Information shall survive the termination or expiration of this Agreement.

5. NON-SOLICITATION

Customer agrees, on its own behalf and on behalf of its Authorized Service Recipient, not to solicit or hire any Monotype employee(s) involved with the delivery of the Professional Services during the Service Term and for twelve (12) months after termination or expiration of the Service Term; provided that Customer or Authorized Service Recipient may hire an individual employed by Monotype who, without other solicitation, responds to advertisements or solicitations aimed at the general public.

6. STATUS OF MONOTYPE AND AUTHORIZED SERVICE RECIPIENT

6.1 Independent Contractors

The relationship between Authorized Service Recipient and Monotype is solely that of independent contracting parties, and Monotype is not and shall not be construed to be a partner, joint venturer, employee, agent, franchisee, licensee, or representative of Authorized Service Recipient for any purpose whatsoever. Monotype shall not have any authority to assume or create any liability, obligation or responsibility, express or implied, on behalf of or in the name of Authorized Service Recipient or to bind Authorized Service Recipient in any manner whatsoever, except on authority specifically so delegated, and Monotype shall not represent to the contrary to any person.

6.2 No Control or Direction

Monotype shall not direct the work of any employee of Authorized Service Recipient, make any management decisions, or undertake to commit Authorized Service Recipient to any course of action in relation to third persons. Monotype shall not be subject to any control or direction of Authorized Service Recipient in the manner or performance of the Professional Services hereunder, Authorized Service Recipient being interested only in the end product of such efforts as Monotype might expend.

6.3 No Attorney-Client Relationship or Legal Advice

No Professional Services provided by Monotype hereunder constitutes legal advice and/or shall not be construed as an offer to represent you, nor is it intended to create, nor shall the receipt of such Professional Services constitute, an attorney-client relationship.
 

TYPOGRAPHY CENTER OF EXCELLENCE (TCoE)

If your Order Form indicates that you are entitled to Typography Center of Excellence, Authorized Service Recipient may request the Professional Services outlined below from Monotype during the Service Term. Monotype shall provide Typography Center of Excellence, subject to the terms herein.

TERMS RELATED TO TYPE CENTER OF EXCELLENCE:

1. DEFINITIONS.

2. SCOPE AND RESTRICTIONS.

2.1 Services provided under Typography Center of Excellence

Monotype will provide to Authorized Service Recipient the Professional Services specified below, subject to Customer’s payment of all applicable fees as set forth in this Agreement.

Typography Center of Excellence is structured as a three-year engagement with distinct phases:

YEAR 1 – BUILD THE FOUNDATION

YEARS 2-3 – OPTIMIZE & SCALE

2.2 On-site Service
On-site Service is the onsite presence of Monotype staff member(s), i.e. the Dedicated Resource at the Authorized Service Recipient’s place of operation. Monotype agrees to have personnel for on-site service at Authorized Service Recipient’s place of operation on an as needed basis and subject to mutual agreement regarding timing and scope. On-site personnel will be able to provide the Professional Services specified above.

Available Locations:

USA, Canada, Brazil, European Union (incl. UK, Norway, Switzerland), India, Southeast Asia (excl. Myanmar), China, Japan, Australia, New Zealand

Not Available:

Countries prohibited by US Export Administration or applicable export laws; Russia, Belarus, Ukraine, Lebanon, Afghanistan, Yemen, Syria, Congo, Iraq, Myanmar, Somalia

2.3 Restrictions

The following services are not included:

·       IT services or assistance

·       IT Security services or assistance

·       Legal services / Legal advice / Legal assistance

3. COOPERATION.

3.1 Cooperation Requirements. Authorized Service Recipient will reasonably cooperate by:

·       Resources. Assigning an internal project manager as primary contact and allocating sufficient resources.

·       Actions. (i) Promptly responding to inquiries and providing accurate information, data, and feedback, (ii) actively participating in scheduled workshops, discovery sessions and meetings; (iii) providing administrative access to internal systems, font libraries digital properties, asset management systems, and workflows as needed.

·       Facilities and Equipment. Providing remote or onsite access to relevant systems, documentation, and personnel at no charge. If Authorized Service Recipient does not provide access during designated times, Professional Services will not be provided.

3.2 Delays. If Monotype cannot perform due to a Authorized Service Recipient delay or non-compliance Section 3.1, Monotype is released from performing the affected Professional Services.

4. CONFIDENTIALITY.

4.1 Confidential Information
Either party may disclose Confidential Information to the other. The disclosing party is the “Disclosing Party” and the receiving party is the “Receiving Party.”

4.2 Obligations
Each party acknowledges Confidential Information is a valuable asset and agrees to:

·       maintain Confidential Information in strict confidence;

·       use Confidential Information only as provided in this Agreement;

·       disclose Confidential Information only to employees and personnel with a need to know who are bound by confidentiality terms at least as protective as these;

·       copy Confidential Information only as permitted in this Agreement.

Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law (with prior notice to Disclosing Party). Neither party shall reverse engineer Confidential Information except as permitted by applicable law.

4.3 Return
Upon termination or expiration, each party shall return or destroy Confidential Information (with written certification if destroyed).

4.4 Exclusions
Information is not Confidential if it:

·       is or becomes publicly available through no fault of Receiving Party;

·       is rightfully learned from a third party without restrictions;

·       was known prior to disclosure without restrictions; or

·       is independently developed without use of Confidential Information.

The Receiving Party claiming an exclusion has the burden of proof by clear and convincing evidence.

4.5 Survival

Each party’s obligation to protect Confidential Information shall survive the termination or expiration of this Agreement.

5. NON-SOLICITATION.

Customer agrees, on its own behalf and on behalf of its Authorized Service Recipient, not to solicit or hire any personnel of Monotype involved with the delivery of the Professional Services in connection with any SOW or Order Form (as applicable) during the Term and for twelve (12) months after termination or expiration of such SOW or Order Form (as applicable); provided that Customer or Authorized Service Recipient may hire an individual employed by Monotype who, without other solicitation, responds to advertisements or solicitations aimed at the general public.

6. STATUS OF MONOTYPE / DEDICATED RESOURCE(S) AND AUTHORIZED SERVICE RECIPIENT.

6.1 Independent Contractors

The relationship between Authorized Service Recipient and Monotype is solely that of independent contracting parties, and Monotype is not and shall not be construed to be a partner, joint venturer, employee, agent, franchisee, licensee, or representative of Authorized Service Recipient for any purpose whatsoever. Monotype shall not have any authority to assume or create any liability, obligation or responsibility, express or implied, on behalf of or in the name of Authorized Service Recipient or to bind Authorized Service Recipient in any manner whatsoever, except on authority specifically so delegated, and Monotype shall not represent to the contrary to any person.

6.2 No Control or Direction

Monotype shall not direct the work of any employee of Authorized Service Recipient , make any management decisions, or undertake to commit Authorized Service Recipient to any course of action in relation to third persons. Monotype shall not be subject to any control or direction of Authorized Service Recipient in the manner or performance of the Professional Services hereunder, Authorized Service Recipient being interested only in the end product of such efforts as Monotype might expend.

6.3 No Attorney-Client Relationship or Legal Advice

No Professional Services provided by Monotype hereunder constitutes legal advice and/or shall not be construed as an offer to represent you, nor is it intended to create, nor shall the receipt of such Professional Services constitute, an attorney-client relationship.

STUDIO SERVICES

If your Order Form indicates that you are entitled to Studio Services, you may request the services outlined below from Monotype during the Term of your Agreement. Monotype shall provide the Studio Services, subject to the terms herein and the Statement of Work (the “SOW”) executed by the parties. The final deliverables resulting from the Studio Services outlined in the SOW shall be “Custom Font Deliverables.”

SCOPE AND RESTRICTIONS:

Customer may request the following services from Monotype for up to the number of Custom Font Deliverables indicated in your Order Form:

·       Modification of Font Software which is (a) available in Customer’s  Account and (b) owned by Monotype.

·       Creation of a unique, personalized and tailored type design and corresponding Font Software specifically created and developed by Monotype only for the Customer and identified as such in the respective SOW, to meet Customer’s requirements and preferences with regard to Customer’s vision, brand identity, and desired aesthetic (“Bespoke Custom Font Software”). Bespoke Custom Font Software does not include materials from pre-existing Font Software.

The Custom Font Deliverables (and any original Font Software being modified to create such Custom Font Deliverables) may only be:

·       Sans serif

·       Latin 1 character set (or equivalent value)

·       OTF, TTF, WOFF, WOFF2 formats

TERMS RELATED TO STUDIO SERVICES:

1.   Request Process.

To request Studio Services under this Agreement, Customer shall contact its Monotype account manager with a description of the services requested.  All Studio Services for your Term must be requested at one time and will be completed under one SOW. Monotype will assess the scope of the services requested and draft the SOW outlining the work that will be performed for Customer’s review.  Once the SOW is mutually agreed to, it will be executed by both parties and the services will begin. If Customer requests services that fall outside of the scope defined herein, Monotype will review such request internally to determine its ability to provide such services and if applicable, provide Customer with a quote to perform such services as Add-on Studio Services for an additional fee.    

2.   Change to Statement of Work.

Any changes to a SOW requires a written amendment to the SOW between the parties. If Customer requests any changes to the SOW, Monotype shall provide Customer with a revised estimate of the time required to complete the Studio Services per such amended SOW, and fees if applicable.

3.   Delivery and Acceptance.

3.1    Delivery. During the acceptance procedure outlined below, the Custom Font Deliverables identified in the SOW shall be delivered by email in accordance with the estimated delivery plan addressed in the SOW. In the event of a foreseeable failure to comply with the estimated delivery plan, Monotype agrees to promptly notify Customer about the duration of the anticipated delay.

3.2    Acceptance Procedure. After receipt of the Custom Font Deliverables, Customer is required to inspect such Custom Font Deliverables and declare its acceptance or rejection within three (3) business days. If no acceptance or rejection is received within three (3) business days, the Custom Font Deliverables are deemed accepted. If a Custom Font Deliverable is rejected in text form, stating the reasons for the rejection in a way that allows Monotype to address them, Monotype agrees to undertake all commercially reasonable efforts to address such reason within thirty (30) business days. In such case, the acceptance procedure shall be carried out a second time. Acceptance of a Custom Font Deliverable, delivering a Custom Font Deliverable after a rejection in the second acceptance procedure or expiry of the three (3) business day period after the second acceptance procedure shall conclude the acceptance procedure.

4.   License; Ownership.

Upon conclusion of the acceptance procedure, the Custom Font Deliverables will be added to Customer’s  Font Management Platform Account as Font Software licensed to Customer under the terms of this Agreement, which Customer may name as a Production Font in accordance with Section 5 of this Agreement. All right, title and interest in and to the Custom Font Deliverables shall belong exclusively to Monotype or its third party licensors.

5.     Limited Exclusivity to Bespoke Custom Font Software.

Monotype agrees that it shall not license any Bespoke Custom Font Software created under the SOW to any third party during the Term of this Agreement, however, (i) the Bespoke Custom Font Software to which this limited exclusivity applies do not include the results of similar or substantially identical custom font development services Monotype may provide to other customers, and (ii) nothing contained herein shall hinder or prevent Monotype from performing similar or substantially the same custom font development services as the Studio Services provided herein to other customers of Monotype; provided that Monotype does not use the specific iteration of the Bespoke Custom Font Software delivered under Customer’s SOW in furtherance of such custom font development services.

If this Agreement expires or is terminated, (i) such exclusivity will end, and such exclusivity will not be reinstated if the Agreement is renewed or revived after expiration or termination; and (ii) Monotype may license the Bespoke Custom Font Software to its other customers through any and all channels.

ADD-ON STUDIO SERVICES

1.   Provision of Services

If your Order Form indicates that you have purchased Add-on Studio Services, Monotype shall provide such Studio Services, subject to the terms herein and the Statement of Work (the “SOW”). The final deliverables resulting from the Studio Services outlined in the SOW shall be “Custom Font Deliverables.”

2.   Change to Statement of Work.

Any changes to a SOW requires a written amendment to the SOW between the parties. If Customer requests any changes to the SOW, Monotype shall provide Customer with a revised estimate of the fees and time required to complete the Studio Services per such amended SOW. An agreed change shall not release Customer from paying the fees for Studio Services provided prior to the agreed change.

3.   Delivery and Acceptance

3.1    Delivery. During the acceptance procedure outlined below, the Custom Font Deliverables identified in the SOW shall be delivered either by email or another method set forth in the SOW, and in accordance with the estimated delivery plan addressed in the SOW. In the event of a foreseeable failure to comply with the estimated delivery plan, Monotype agrees to promptly notify Customer about the duration of the anticipated delay.

3.2    Acceptance Procedure. After receipt of the Custom Font Deliverables, Customer is required to inspect such Custom Font Deliverables and declare its acceptance or rejection within three (3) business days. If no acceptance or rejection is received within three (3) business days, the Custom Font Deliverables are deemed accepted. If a Custom Font Deliverable is rejected in text form, stating the reasons for the rejection in a way that allows Monotype to address them, Monotype agrees to undertake all commercially reasonable efforts to address such reason within thirty (30) business days. In such case, the acceptance procedure shall be carried out a second time. Acceptance of a Custom Font Deliverable, delivering a Custom Font Deliverable after a rejection in the second acceptance procedure or expiry of the three (3) business day period after the second acceptance procedure shall conclude the acceptance procedure.

4.   License; Ownership

Upon conclusion of the acceptance procedure, the Custom Font Deliverables will be added to Customer’s  Font Management Platform Account as Font Software licensed to Customer under the terms of this Agreement, which Customer may name as a Production Font in accordance with Section 5 of this Agreement. All right, title and interest in and to the Custom Font Deliverables shall belong exclusively to Monotype or its third party licensors.

Monotype and Customer will continue to own all copyrights, patents, trademarks, service marks, trade secrets and other proprietary rights that such party owned immediately prior to the Effective Date of the Agreement. All rights not expressly granted in this Agreement are expressly reserved to Monotype.