Web Font EULA

Monotype Imaging Inc.

WEB FONT SOFTWARE LICENSE AGREEMENT

We recommend that you print this Web Font Software License Agreement for further reference.

This Monotype Imaging Inc. Web Font Software License Agreement (the “Agreement”) becomes a binding contract between you and Monotype Imaging Inc. when you click on the area marked “ACCEPT LICENSE AGREEMENT” or similar language. If you do not wish to be bound by the Agreement, you cannot access or Use the Web Font Software. Please read this entire Agreement before you agree to be bound by its terms and conditions. The Agreement contains capitalized terms that are defined in Section 19 of the Agreement.

You hereby agree to the following:

1.You are bound by the Agreement and you acknowledge that all Use of and access to the Web Font Software supplied to you by Monotype Imaging is governed by the Agreement.

2. You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to (a) publish web pages which access the Production Web Font Software through the Web Font Services to render the web pages of your Web Sites on End-Users’ Output Devices and (b) receive the Web Font Support. Additionally, if your account at www.webfonts.fonts.com indicates that you have acquired a Professional Tier License, then you may use the Desktop Web Font Software, on the number of Workstations indicated at your account at www.webfonts.fonts.com solely for Permitted Internal Use. You may NOT Use or access, nor allow End-Users to Use or access, the Web Font Software: (1) as part of or in conjunction with any Application, (2) for Editing, or (3) in a Commercial Product. The rights set forth in this Section 2 are granted only subject to all of the terms and conditions of the Agreement. You have no rights to the Web Font Software other than as expressly set forth in the Agreement and all rights set forth in the Agreement are subject to you maintaining an account in good standing at www.webfonts.fonts.com.

3. If your account at www.webfonts.fonts.com indicates that you have acquired a Professional or Standard Tier License, you will have the option of renewing the Agreement for subsequent Term(s) by paying an additional license fee for each subsequent Term for which you wish to renew the Agreement. If you renew the Agreement for subsequent Term(s), you agree that the license fee for the Use of and access to the Web Font Software through the Web Font Services for such subsequent Term(s) may vary from the license fee for the previous Term based upon (a) the length of the renewal Term, (b) the Desktop Web Font Software to which you request access, and (c) the usage or accessing of the Production Web Font Software by your Web Sites. Monotype Imaging shall have the right to increase your license fee in respect of a current or renewal Term if your usage exceeds the allowed levels. Information regarding applicable license fees can be found at www.webfonts.fonts.com and may be updated from time to time by Monotype Imaging in its sole discretion.

4. If your account at www.webfonts.fonts.com indicates that you have acquired a Free Tier License, the Agreement will automatically renew for subsequent one (1) year terms unless the Agreement terminates or you upgrade to a Professional or Standard Tier License. With a Free Tier License, you agree to place a line of Javascript on each web page on your Web Sites that Uses or accesses Web Font Software which will enable the Web Font Services. This also gives Monotype Imaging the right to invoke an ad unit to be placed on each web page that uses our Web Font Software, with the formatting and content of such ad unit to be determined by Monotype Imaging in its sole discretion.

5. You agree that Monotype Imaging owns all right, title and interest in and to the Web Font Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Web Font Software, its structure, organization, code, and related files are valuable property of Monotype Imaging and that any intentional Use of or access to the Web Font Software not expressly permitted by the Agreement constitutes a theft of valuable property. All rights not expressly granted in the Agreement are expressly reserved to Monotype Imaging.

6. You acknowledge that the Web Font Software is protected by the copyright and other intellectual property law of the United States and its various States, by the copyright and design laws of other nations, and by international treaties. You agree to treat the Web Font Software as you would any other copyrighted material, such as a book. You may not copy the Web Font Software, except as expressly provided herein and you agree not to copy the design embodied within the Web Font Software. Any copies that you are expressly permitted to make pursuant to the Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Web Font Software.

7. You agree not to adapt, modify, alter, translate, convert, or otherwise change the Web Font Software, or to create Derivative Works from the Web Font Software or any portion thereof. You further agree not to use the Web Font Software in connection with software and/or hardware which creates Derivative Works of such Web Font Software. You may not alter the Web Font Software for the purpose of adding any functionality which the Web Font Software did not have when you first accessed the Web Font Software. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Web Font Software, provided, however, that if you are located in a European Community member country or any other country which provides rights materially similar to the rights set forth in this proviso, you may reverse engineer or decompile the Web Font Software only to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided by Monotype Imaging upon written request). You agree to use trademarks associated with the Web Font Software according to accepted trademark practice, including identification of the trademark owner's name. Trademarks can only be used to identify output produced by the Web Font Software. The use of any trademark as herein authorized does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Monotype Imaging. You may not change any trademark or trade name designation for the Web Font Software.

8. You may not rent, lease, sublicense, give, lend, or further distribute the Web Font Software, or any copy thereof, except as expressly provided herein. Your rights under this Agreement may not be transferred to a third party and you agree not to grant any third party access to your Web Font Services user account and keep all login information to said account strictly confidential.

9. Monotype Imaging warrants to you that (i) the Production Web Font Software will perform substantially in accordance with W3C specifications for the use of fonts in conjunction with the ‘@font-face’ rule specified in the cascading style sheets (“CSS”) specification set forth on the www.W3.org website as of the date of this Agreement, and (ii) the Desktop Web Font Software will perform substantially in accordance with its documentation, in each case for the ninety (90) day period following the date you agree to the Agreement. To make a warranty claim, you must, within the ninety (90) day warranty period, contact Monotype Imaging with sufficient information regarding your claim. If the Web Font Software does not perform substantially in accordance with this paragraph, the entire, exclusive, and cumulative liability and remedy shall be limited to the refund of the license fee you paid to Monotype Imaging to obtain Use of and access to the Web Font Software.

10. MONOTYPE IMAGING DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WEB FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR MONOTYPE IMAGING'S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, MONOTYPE IMAGING MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MONOTYPE IMAGING BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF MONOTYPE IMAGING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF MONOTYPE IMAGING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, any implied warranties not effectively excluded by the Agreement are limited to ninety (90) days. Some jurisdictions do not permit a limitation of implied warranties where the product results in physical injury or death so that such limitations may not apply to you. In those jurisdictions, you agree that Monotype Imaging’s liability for such physical injury or death shall not exceed One Hundred Thousand Dollars (U.S. $100,000), provided that such jurisdictions permit a limitation of such liability. This warranty gives you specific legal rights. You may have other rights that vary from state to state or jurisdiction to jurisdiction. The Web Font Software is non-returnable and non-refundable.

11. Except as noted in Section 12, the Agreement will be governed by the laws of Illinois applicable to contracts wholly entered and performable within such state. All disputes related to the Agreement shall be heard in the Circuit Court of Cook County, Illinois, U.S.A. or the United States District Court for the Northern District of Illinois, Chicago, Illinois U.S.A. Both you and Monotype Imaging agree to the personal jurisdiction and venue of these courts in any action related to the Agreement. The Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

12. This section only applies to you if you are a “consumer” located in the European Union (as such term is defined and interpreted under the EC Convention on the Law Applicable to Contractual Obligations (Rome 1980)). This Agreement shall be governed by, and interpreted and construed in its entirety in accordance with, the substantive laws in force in the country in which you have your habitual residence and the forum for any disputes arising out of or related to this Agreement shall be the courts competent for the place of your habitual residence. You can withdraw from this Agreement within one (1) month, without giving a reason, in textform (e. g. letter, fax or email), or – in case you receive any goods under this Agreement before that deadline – by returning such goods. The period shall begin after the receipt of these instructions in textform, however not before the day on which you receive the goods and not before the performance of duties to inform, if applicable. To comply with the time limit, it is sufficient to send the withdrawal or the goods in good time. The withdrawal is to be sent using the contact details for Monotype Imaging set forth at the bottom of this Agreement. A right of withdrawal may not be exercised if goods have been downloaded, sent to you by email or – in case of a delivery on CD-ROM – the delivered data carrier has been unsealed by you.

13. The Agreement shall automatically terminate upon failure by you to comply with its terms. The termination of the Agreement shall not preclude Monotype Imaging from suing you for damages of any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of Monotype Imaging. You agree that the Web Font Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.

14. You have the rights expressly set forth in the Agreement and no other. All rights in and to the Web Font Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions. All rights reserved. Notwithstanding the foregoing, to the extent that any law, statute, treaty, or governmental regulation shall be deemed by a court of competent jurisdiction to provide you with any additional or different rights from those provided herein and such rights shall be deemed non-waiveable as a matter of law and to supersede the rights specifically provided herein, then such law, statute, treaty, or governmental regulation shall be deemed to be made a part of the Agreement. To the extent that any such rights created by any law, statute, treaty or governmental regulation are waiveable, you agree that your acceptance of the Agreement shall constitute an effective and irrevocable waiver of such rights. The Agreement may be enforced by Monotype Imaging or by an authorized dealer acting on behalf of Monotype Imaging.

15.If this product is acquired under the terms of a (i) GSA contract - use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract, (ii) DOD contract - use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013; (iii) Civilian agency contract - use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in the Agreement.

16. Shipping – All Software will be shipped F.O.B. Origin by customary industry methods of shipment.

17. You may access your account data and settings through the use of an API. The use of an API, either directly or through a third-party product, is bound by the terms of this Agreement as well as the terms contained in this Section 17 that are specific to your use of an API. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MONOTYPE IMAGING SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR ANY OTHER INTANGIBLE LOSSES (EVEN IF MONOTYPE IMAGING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE API OR THIRD-PARTY PRODUCTS THAT ACCESS YOUR ACCOUNT DATA AND SETTINGS THROUGH YOUR USE OF THE API. If Monotype Imaging determines that you are abusing the use of the API, Monotype Imaging may suspend your account, either temporarily or permanently. Monotype Imaging, in its sole discretion, will determine what constitutes abuse of your use of the API. Monotype Imaging may advise you prior to your account suspension of such impending suspension, however Monotype Imaging is not obligated in any way to do so. Monotype Imaging reserves the right to modify, discontinue or suspend your access to an API, or any part of an API, with or without notice, at any time.

18. If your account at www.webfonts.fonts.com indicates that you have acquired a Professional Tier License, then you may elect to publish Web Sites which access certain Production Web Font Software through a self-host option by downloading a self-hosting kit for such Web Sites at www.webfonts.com.fonts.com. As of the date that you download such kit, you are hereby granted, subject to the terms of this section and for the Term, a non-exclusive, non-assignable, non-transferable license to (i) Use the font software included in the kit to generate content on the Web Sites for which the kit was downloaded and (ii) Use such font software to, directly or through a third party web font hosting service with which you have a written agreement regarding the use and protection of the font software, generate content on such Web Sites. The font software included in the self-hosting kit can be installed on a server solely for the purpose of generating content on the Web Sites for which the kit was downloaded. In addition, you and any third party web font hosting service are responsible for ensuring that the font software in the self-hosting kit, in its original format, can only be used on the Web Sites for which the self-hosting kit was downloaded and cannot be used or referenced by any other web site. This includes, but is not limited to installing adequate technical protection measures that restrict the use and/or access to the font software, for instance by utilizing JavaScript or access control mechanism for cross-origin resource sharing and protecting against use on web sites other than the Web Sites for which the self-hosting kit was downloaded by restricting domain access only to such Web Sites. The failure to adequately protect the font software used for the Web Sites for which the self-hosting kit was downloaded against use on other web sites shall be considered a failure to comply with this Agreement. You must also retain the pageview tracking code on any Web Site that you self-host. In the event this Agreement terminates for any reason, the font software included with the self-hosting kit must be deleted from the server and all copies must be destroyed or returned to Monotype Imaging.

19. Definitions:

"API" - means an application programming interface.

"Application" - means any software program which allows an End-User to Use or access the Web Font Software to create a document or file or to change the selection of Web Font Software or any other font software used in or accessed by any document or file, including but not limited to server pages, web pages, documents and/or web-based documents. For the avoidance of doubt, and for illustration purposes only, an Application would allow an End-User to change a font in an electronic document from Arial to Times New Roman.

"Commercial Product" - means anything, other than web pages of your Websites, created by Use of the Web Font Software which is offered for distribution to the general public (or to some subset of the general public) in exchange for a separate fee or other consideration.

"Derivative Work" - means binary data based upon or derived from the Web Font Software (or any portion of the Web Font Software) in any form in which such binary data may be recast, transformed, or adapted including, but not limited to, binary data in any format into which the Web Font Software may be converted.

"Desktop Web Font Software" - means the Web Font Software identified as such, from time to time, at your account at www.webfonts.fonts.com and to which you have access through the Web Font Services for Permitted Internal Use.

"Editing" - means any input of text that is displayed using the Web Font Software. For the avoidance of doubt, Editing includes the insert of text into a form field.

"End-User" - means any individual who is allowed to view the web pages of your Web Sites on such individual’s Output Device, either over an internal network or over the Internet.

"Free Tier License" - means a category of license rights as described in the Agreement and which, if applicable to you, will be indicated in your account at www.webfonts.fonts.com.

"Monotype Imaging" - means, collectively, Monotype Imaging Inc., its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Monotype Imaging any or all of the components of the Web Font Software supplied to you pursuant to the Agreement.

"Output Device" - means a printer or display which displays a screen image created by Use of or access to the Web Font Software to make visible in human readable form, either temporarily or permanently, the typeface design and fonts contained within the Web Font Software.

"Permitted Internal Use" - means Use of the Desktop Web Font Software by you for your customary personal or internal business purposes, including web page design, and shall not mean any distribution whatsoever of the Desktop Web Font Software or any component or Derivative Work thereof. Permitted Internal Use is restricted to the number of Workstations set forth in the Agreement.

"Production Web Font Software" - means the Web Font Software identified as such, from time to time, at your account at www.webfonts.fonts.com and to which you have access through the Web Font Services for the purpose of rendering the web pages of your Web Sites.

"Professional Tier License" - means a category of license rights as described in the Agreement and which, if applicable to you, will be indicated in your account at www.webfonts.fonts.com.

"Standard Tier License" - means a category of license rights as described in the Agreement and which, if applicable to you, will be indicated in your account at www.webfonts.fonts.com.

"Supported Browsers" - means those browsers which make use of the @font-face’ rule specified in the CSS specification set forth on the www.W3.org website as of the date of this Agreement and which supports the use of either the Embedded Open Type (EOT), Web Open Font Format (WOFF) or Monotype Imaging’s web font specific TrueType font formats.

"Term" - means the period of time for which you have licensed the rights hereunder, as indicated in your account at www.webfonts.fonts.com; provided, however, that Monotype Imaging shall have the right to terminate the Agreement at any time upon thirty (30) days’ written notice to you.

"Use" - of the Web Font Software shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Web Font Software, regardless of the location in which the Web Font Software resides.

"Web Font Services" - means the Monotype Imaging Web Font Software hosting service which permits you to incorporate code into your CSS specification which will result, with Supported Browsers, in the Web Font Software being temporarily downloaded by Monotype Imaging to End-User Output Devices in conjunction with the viewing of web pages from your Web Sites by utilizing the ‘@font-face’ rule specified in the CSS set forth on the www.W3.org website as of the date that you agree to this Agreement. Monotype Imaging is not liable for any performance or availability issues of the Web Font Services due to factors which are outside of Monotype Imaging’s reasonable control.

"Web Font Software" - means software which, when Used on or accessed by an appropriate device or devices, generates typeface and typographic designs and ornaments and which is made available, in Monotype Imaging’s sole discretion, through the Web Font Services. The Web Font Software in the Free, Standard and Professional License Tiers may not be identical. Therefore, if you chose to migrate to a different tier, you may be required to upgrade or change your Web Font Software selection. Furthermore, Monotype Imaging reserves the right to remove or update Web Font Software from the Web Font Services at its sole discretion at any time. Web Font Software includes all copies of the Web Font Software Used or accessed in conjunction with the rendering of web pages, including copies which are temporarily cached on End-User Output Devices, and all bitmap renderings of typeface and typographic designs and ornaments created by or derived from the Web Font Software. Web Font Software includes upgrades and updates to the "Web Font Software (which Monotype Imaging may make available through the Web Font Services in its sole discretion), related files, permitted modifications, permitted copies, and related documentation.

"Web Font Support" - means, collectively, the support categories described at www.webfonts.fonts.com, which are subject to change from time to time in Monotype Imaging’s sole discretion, with your level of Web Font Support indicated in your account at www.webfonts.fonts.com.

"Websites" - means a web site or web sites (i.e., a collection of web pages, images, videos or other digital assets that are hosted on one or more web servers, accessed from a common root Uniform Resource Identifier (URI)) identified by you in your account at www.webfonts.fonts.com (i) which Uses or accesses the Web Font Software in its web pages through the use of the Web Font Services, (ii) which does not in any way enable the permanent installation of the Web Font Software by End-Users on any Output Device, and (iii) which reasonably restricts access to Web Font Software from Use or access by web pages or any document not originating from your Web Sites.

"Workstation" - means a hardware component in which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Web Font Software, provided that a printer with non-volatile memory shall not be considered a Workstation. A single workstation shall be connected to no more than one (1) printer.

“Monotype” is a trademark of Monotype Imaging Inc. registered in the U.S. Patent and Trademark Office and elsewhere.
All other trademarks are the property of their respective owners.
Monotype Imaging Inc.'s mailing address is: 500 Unicorn Park Dr., Woburn, Massachusetts 01801 All inquiries and requests for licenses may be sent via e-mail to: info@monotypeimaging.com. Monotype Imaging's web site is located at www.fonts.com.