Monotype Fonts License Terms.

1. DEFINITIONS.

2. LICENSE GRANTS.

You are licensing access to the Monotype Fonts 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 and 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 Monotype Fonts 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.

i. Monotype Fonts Platform:

1. Access the Monotype Fonts Platform and access and use any of the functionality made available to you by Monotype on the Monotype Fonts Platform.
2. Distribute a copy of the Font Software you choose to be Production Fonts to your Licensed Desktop Users.
3. Access and Use the Subsetter Application on the Monotype Fonts Platform 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:

1. Install and access the Desktop Application on the Licensed Monotype Fonts User’s Workstation(s).
2. Use the Desktop Application in connection with the Font Software.
3. 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.
4. 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:

1. Access and use all Font Software available on the Monotype Fonts 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.
2. Extract, create and/or generate Metadata from the Font Software, provided that in each case, the Metadata is only used for your internal use.
3. 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.

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.

1. Install the Production Fonts on the Licensed Desktop User’s Workstation(s).
2. 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.
3. Use the Production Fonts on such Workstations or via such Server to:
   1. 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
   2. 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.)
4. 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.
5. 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:

1. 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.
2. Duplicate the Production Font(s) as an integral part of any such Application.
3. 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:

1. 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.
2. 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:

1. Install the Production Font(s), or a web server application into which the Production Font(s) has been incorporated, on Licensed Servers; and
2. 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:

1. Sublicense the rights granted herein, including the sublicense right below, to subsidiaries that you own by more than 50%,
2. 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 Monotype Fonts 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 Monotype Fonts Platform, the Font Software and the Desktop Application, via delivery of access credentials to the Primary Licensed Monotype Fonts User listed on the Order Form. Such access credentials will allow the Primary Licensed Monotype Fonts User to create an Account. Through the Account, the Primary Licensed Monotype Fonts User can invite Licensed Monotype Fonts Users licensed by you under this Agreement to access and use the Monotype Fonts Platform in conformance with the terms of this Agreement. Any Font Software available through the Monotype Fonts Platform may be downloaded or accessed by a Licensed Monotype Fonts User at any time during the Term. Monotype’s delivery obligations for access to the Monotype Fonts Platform, Font Software and the Desktop Application shall be complete upon sending access credentials to the Monotype Fonts Platform to your Primary Licensed Monotype Fonts User.

In the event Monotype makes available additional features of the Monotype Fonts Platform that are not contemplated as of the Effective Date or otherwise governed by this Agreement, your Licensed Monotype Fonts 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 Monotype Fonts Platform requires the Primary Licensed Monotype Fonts User and each Licensed Monotype Fonts User 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 Monotype Fonts Platform or use of your Account.

4. RESTRICTIONS.

You may not:

• Transfer your license rights in the Monotype Fonts Platform, the Font Software or the Desktop Application.
• 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 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 Monotype Fonts 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 downloaded from the Monotype Fonts Platform by your Licensed Monotype Fonts Users, Font Software that has been synced through the Desktop Application by your Licensed Monotype Fonts 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 Monotype Fonts Platform at its discretion in the event of any use of the Monotype Fonts 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 forgoing, 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 Monotype Fonts Platform, Customer Success Plan, and the Additional Professional Services and/or Studio 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 Monotype Fonts 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 Monotype Fonts 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 Monotype Fonts 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 Monotype Fonts 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 Monotype Fonts Platform, the Font Software and the Desktop Application, and, if applicable, the provision of the Customer Success Plan, Additional Professional Services and/or Studio 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 & LICENSE PROTECTION

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

1. Monotype and Customer will participate in an initial meeting to 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 Customer for review.
3. Customer 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 Customer 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 Customer’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 Customer in its assessment.
5. Monotype and Customer will each make itself available to discuss the results of the most recent assessment. If such meeting occurs, during such meeting Monotype will advise Customer on resolving identified font licensing gaps and best practices regarding font licensing and font software management.
6. Customer 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 Term of this Agreement.

Licensing Gap Resolution

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

TYPOGRAPHY CENTER OF EXCELLENCE

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

TERMS RELATED TO TYPOGRAPHY CENTER OF EXCELLENCE:

1. DEFINITIONS.

Deliverable

Means any output of the Professional Services that is identified as Deliverable.

Dedicated Resource

Means a Monotype employee, including direct support personnel (e.g. trainer, customer support manager) identified and agreed to by Monotype, dedicated to the performance of the Professional Services to Customer from time to time. For the avoidance of doubt, no specific individual is required to provide the Professional Services, but only an employee will be dedicated by Monotype to provide the Professional Services to Customer. All Professional Services by a Dedicated Resource are provided in English only.

Production Font Reporting Assistance

Means the following add-on service to Brand & License Protection:

Customer will disclose to Monotype which Font Software it intends to use as Production Fonts at the beginning of the Term.

Monotype will mark any Font Software that Customer has disclosed this way as a Production Font on a quarterly basis (“Quarterly Production Font Report”) and review Customer’s last Brand & License Protection scan for any other potential Production Fonts.

Customer will confirm accuracy of Quarterly Production Font Report within 30 days of receipt of such report from Monotype. If Monotype discovers unlicensed Production Font use not contained in the Quarterly Production Font Report, Customer shall have the option to choose a remedy as set forth under the clause Licensing Gap Resolution in the Brand & License Protection terms.

Professional Services

Means the support and consultancy services performed by Monotype, its Affiliates, or its or their respective permitted subcontractors defined below, including the provision of any Deliverables.

Typography Center of Excellence

Means the Professional Services to be provided hereunder. Typography Center of Excellence is a subscription support and consultancy offering from Monotype that includes Dedicated Resource(s) to proactively support Customer’s deployment of Monotype Fonts Platform and Services for which Customer has purchased a license.

2. SCOPE AND RESTRICTIONS.

2.1 Services provided under Typography Center of Excellence.

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

2.2 On-site Service.

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

Availability of On-Site Service:

On-site Service is available in the following countries or regions (“Covered Location”):

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

On-site Service is not available in the following countries or regions:

All countries prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations; Russia, Belarus, Ukraine, Lebanon, Afghanistan, Yemen, Syira, Kongo, Irak, Myanmar, Somalia

Customers may receive On-site Service depending on the Covered Location.

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. CUSTOMER COOPERATION.

3.1 Cooperation. Customer will cooperate reasonably and in good faith with Monotype in its performance of Professional Services by, without limitation:

(a) Resources. Assigning an internal project manager as primary point of contact for each project and allocating sufficient resources to perform its obligations under the SOW or Order Form;

(b) Actions. i) Promptly responding to Monotype inquiries and providing Customer deliverables including accurate information, data, and feedback as necessary for the project, ii) actively participating in scheduled meetings and performing other obligations required under the SOW or Order Form, and iii) to the extent necessary for the applicable project, providing appropriate administrative access to Customer’s internal systems and database;

(c) Facilities and Equipment. To the extent necessary for the applicable project, providing at no charge to Monotype/Dedicated Resource(s), office workspace and access to other facilities, and suitably configured computer equipment with Internet access. If Customer does not provide access or is not present during the designated time when Monotype provides the Professional Services, then the Professional Services will not be provided.

3.2 Delays. If Monotype is unable to perform the Professional Services due to a Customer delay, including failure to comply with Section 3.1 above, .Monotype shall be released from the performance of the Professional Service which could not be performed due to the fault of the Customer.

4. CONFIDENTIALITY.

4.1 Confidential Information. It is contemplated that each Party to this Agreement may disclose Confidential Information to the other. A Party disclosing Confidential Information shall be referred to as a “Disclosing Party” and the Party receiving Confidential Information shall be referred to as a “Receiving Party.”

4.2 Confidentiality Obligations and Restrictions. Both Parties acknowledge that Confidential Information of a Party is the valuable, special, and unique asset of such Party. Each Party agrees to protect the confidentiality of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own valuable Confidential Information of a like nature. Each Party agrees to: (a) maintain Confidential Information in strict confidence; (b) use, practice, or exploit Confidential Information only as expressly provided in this Agreement; (c) disclose Confidential Information solely to its and its Affiliated Companies’ employees and other personnel who have a need to use such Confidential Information under this Agreement, and then only to such employees and personnel who are obligated to adhere to confidentiality terms at least as protective as the terms of this Section 9; and (d) copy or otherwise duplicate Confidential Information only as expressly permitted in this Agreement. Neither Party shall disclose, sublicense, distribute, or transfer the Confidential Information to any party other than employees and personnel of Affiliated Companies as set forth above, without the prior written consent in each instance, of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required to be produced or disclosed pursuant to applicable laws, regulations or court order, provided the Receiving Party has given the Disclosing Party prior notice of such requirement and the opportunity to defend, limit or protect such production or disclosure. Neither Party shall reverse engineer, decompile, disassemble or otherwise attempt to recreate any Confidential Information of the other Party, except to the extent permitted by applicable law notwithstanding this limitation.

4.3 Return of Confidential Information. Upon the expiration or termination of this Agreement, each Party shall return the Confidential Information of the Disclosing Party, provided, however, that the Receiving Party may destroy the original and all copies of such Confidential Information in lieu of returning it, so long as the Receiving Party sends a written certification attesting to such destruction.

4.4 Exclusions. Information shall not be considered to be Confidential Information to the extent such information: (a) has been, is now, or later becomes publicly available through no fault of the Receiving Party; (b) has been, is now, or later becomes rightfully learned by the Receiving Party or its Affiliated Companies from a third party which has received it lawfully and without restrictions on disclosure or use; (c) was known to the Receiving Party or its Affiliated Companies prior to the date it received such information from the Disclosing Party and is not subject to other restrictions on disclosure or use; or (d) has been, is now, or later is developed independently by the Receiving Party or its related companies, without use of or resort to any Confidential Information. If only a portion of the Confidential Information falls under one of the above subsections, then only that portion shall be excluded from the definition of Confidential Information. If a Receiving Party claims that Confidential Information falls under one of the subsections above, such Receiving Party has the burden of establishing the fact of such exception 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 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 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 CUSTOMER

6.1 The relationship between Customer and Monotype / Dedicated Resource(s) is solely that of independent contracting parties, and Monotype / Dedicated Resource(s) is not and shall not be construed to be a partner, joint venturer, employee, agent, franchisee, licensee, or representative of Customer for any purpose whatsoever. Monotype / Dedicated Resource(s) 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 Customer or to bind Customer in any manner whatsoever, except on authority specifically so delegated, and Monotype / Dedicated Resource(s) shall not represent to the contrary to any person.

6.2 Monotype / Dedicated Resource(s) shall not direct the work of any employee of Customer, make any management decisions, or undertake to commit Customer to any course of action in relation to third persons. Monotype / Dedicated Resource(s) shall not be subject to any control or direction of Customer in the manner or performance of the Professional Services hereunder, Customer being interested only in the end product of such efforts as Monotype / Dedicated Resource(s) might expend.

6.3 No Attorney-Client Relationship or Legal Advice. No Professional Services provided by Monotype or a Dedicated Resource 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 Monotype Fonts 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 Monotype Fonts 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 Monotype Fonts 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.