WEB FONTS FOR DIGITAL ADVERTISEMENTS END USER LICENSE AGREEMENT
WE RECOMMEND THAT YOU PRINT THIS WEB FONTS END USER LICENSE AGREEMENT FOR FURTHER REFERENCE. This Web Fonts For Digital Advertisements End User License Agreement (the “Agreement”) becomes a binding contract between you and Monotype when you click on the area marked “ACCEPT LICENSE AGREEMENT,” or similar language or when you accept the Agreement by other means (for instance referring to the Agreement in a purchase order, a confirmation email etc.) If you do not wish to be bound by the Agreement, you cannot access, Use or download the Web Fonts. Please read this entire Agreement before agreeing to be bound. The Agreement contains capitalized terms that are defined in Section 17 of this Agreement.
You hereby agree to the following:
1. Binding Agreement. You are bound by the Agreement and you acknowledge that all Use of the Web Fonts supplied to you by Monotype for the purposes set forth under this Agreement is governed by the Agreement. Monotype reserves all rights not expressly granted to you in this Agreement.
2. License Grant. You are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to access, download and Use the Web Fonts as supplied in a Web Font Kit to (i) create Digital Advertisements or allow a third party to create Digital Advertisements on your behalf; ii) install the Web Fonts on a server that is owned and controlled by you or on servers owned and controlled by a third party hosting service or ad server service with which you have a written agreement regarding the Use and protection of the Web Fonts, solely for the purpose of publishing Digital Advertisements on Output Devices for up to the licensed number of Impression in your Account; and iii) embed the Web Fonts in Base-64 encoded format into Digital Advertisements and publish such Digital Advertisements on Output Devices for up to the licensed number of Impressions in your Account. If you allow a third party to Use the Web Fonts on your behalf to create Digital Advertisements, you agree that a) such third party will only use the Web Fonts to create Digital Advertisements on your behalf, b) you will make such third party aware of the terms of this Agreement, c) you will ensure that such third party destroy all Web Fonts upon completion of their Use of the Web Fonts on your behalf, and d) you shall remain responsible for all acts and omissions of such third party with regards to their Use of the Web Fonts. You may not Use any web font that is not a Web Font that was either supplied to you in the self-hosting kit or a Permitted Derivative Work created by you under the terms of this Agreement, when exercising the rights herein.
3. Permitted Derivative Works. You may (i) Use the Web Fonts in a production workflow or software tool where the production workflow or software tool outputs an outline representation of the glyphs of the Web Fonts, and (ii) utilize a software tool to output a Subset of the Web Fonts (each a “Permitted Derivative Work(s)”). Each Permitted Derivative Work may be used solely for the purpose of exercising the rights granted to you in this Agreement. You acknowledge and agree that Monotype owns all Permitted Derivative Works you create under the terms of this Agreement. Other than as expressly provided in this Section 3, you shall have no right to modify the Web Fonts or to create Derivative Works.
4. Restrictions on Use.
• You may not link to, or put online, any version of a Web Font not supplied in a Web Font Kit unless such Web Font is the result of your exercise of the rights granted in Section 3 of this Agreement.
• You may not Use the Web Fonts with technologies other than @fontface, such as sIFR, Cufón or Typeface.js
• You may not Use the Web Fonts in any manner not consistent with the terms of this Agreement.
5. Reporting and Excess Impressions. All Web Font Kits shall be supplied with Tracking Code. You may either deploy such Tracking Code on all Digital Advertisements, or, if you do not deploy such Tracking Code, you agree that upon request from Monotype, within fifteen (15) days of such request, you will provide Monotype with information about the total number of Impressions used. If your total number of Impressions exceeds the licensed number of Impressions in your Account, you acknowledge and agree that every thirty (30) days, you are required to increase the number of Impressions in your Account to reflect the accurate number of Impressions used, and pay any fee associated with the increased number of Impressions. If you utilize the Tracking Code, you agree and understand that you may not alter, change or modify the Tracking Code in any way. TRACKING CODE IS SUPPLIED TO YOU BY MONOTYPE AS IS. MONOTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TRACKING CODE. MONOTYPE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MONOTYPE BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Protection of the Web Fonts. You, and any third party hosting service or ad server service, are required to protect and preserve the public metadata and private data blocks included in the font file. In addition, you and any third party hosting service or ad server service are responsible for ensuring that the Web Fonts, can only be used on or in the Digital Advertisements. The failure to adequately protect the Web Fonts against use in any manner not contemplated in this Agreement shall be considered a failure to comply with its terms and will result in the automatic termination of this Agreement.
7. Indemnification. You shall, at your expense and at Monotype’s request, defend Monotype from any claim or action brought by a third party against Monotype arising from any breach of your obligations in Section 2 and Section 3 of this Agreement and you shall indemnify Monotype against any damages, liability, costs or expenses incurred by Monotype in connection with a final judgment by a court of final authority resulting from such a claim. Upon receipt of a claim, Monotype will promptly notify you of such claim, permit you to control the defense or settlement, and cooperate fully with you in such defense and settlement as reasonably requested and at your expense.
8. Alterations to the Web Fonts. You may not alter the Web Fonts for the purpose of adding any functionality that such Web Fonts did not have when delivered to you by Monotype or accessed or downloaded by you. If the Web Fonts contain embedding bits that indicate that the Web Fonts are only authorized for certain purposes, you may not change or alter the embedding bits.
9. Transfer of the Web Fonts. You may not rent, lease, sublicense, give, lend, or further distribute the Web Fonts, or any copy thereof, except as expressly provided herein. You may transfer all its rights to use the Web Font(s) to another person or legal entity provided that (i) the transferee accepts and agrees to be bound by all the terms and conditions of this Agreement, and (ii) you destroy all copies of the Web Font(s), including all copies stored in the memory of a hardware device. If you are a business or organization, you agree that in case of a reasonable doubt with regard to the proper Use of the Web Fonts within your organization, upon request from Monotype or its authorized representative, you will, within thirty (30) days, fully document and certify that the Use of any and all Web Fonts licensed by you from Monotype at the time of the request is in conformity with your valid licenses from Monotype.
10. Copies. You may not copy the Web Fonts, except as provided herein. You may make a reasonable number of back-up copies of the Web Font(s) for archival purposes only, and you shall retain exclusive custody and control over such copies. 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 Fonts. Upon termination of Agreement, you must destroy the original and any and all copies of the Web Font(s).
11. Intellectual and Industrial Property Rights.
• You agree that the Web Fonts are protected by the copyright law and other intellectual and industrial property rights of the United States and its various States, by the copyright law and other intellectual and industrial property rights of other nations, and by international treaties. You agree to treat the Web Fonts as you would any other copyrighted material.
• You agree that Monotype, or its third party licensors, own all right, title and interest in and to the Web Fonts, its structure, organization, code, and related files, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights. You agree that the Web Fonts, its structure, organization, code, and related files are valuable property of Monotype or its third party licensors and that any intentional or negligent use of the Web Fonts not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
• Except as set forth herein, you agree not to adapt, modify, alter, translate, convert, or otherwise change the Web Fonts, or to create Derivative Works from the Web Fonts or any portion thereof. You further agree not to use the Web Fonts in connection with software and/or hardware which create Derivative Works of such Web Fonts.
• You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or instructions of the Web Fonts, 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 provision, you may reverse engineer or decompile the Web Fonts 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 in a timely manner free of charge by Monotype upon written request).
12. Trademarks. You agree to use trademarks associated with the Web Fonts according to accepted trademark practice, including identification of the trademark owner's name. 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. You may not change any trademark or trade name designation for the Web Fonts.
13. Limited Performance Warranty; Limitation of Liability. Monotype warrants to you that the Web Fonts 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 http://www.W3.org website as of the date of you agree to be bound by this Agreement for the ninety (90) day period following the date you first access the Web Font(s). To make a warranty claim, you must, within the ninety (90) day warranty period, contact Monotype with sufficient information regarding your acquisition of the Web Font(s) so as to enable Monotype to verify the existence and date of the transaction. If the Web Font(s) do not 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 http://www.W3.org website as of the date you agree to be bound by this Agreement, the entire, exclusive, and cumulative liability and remedy shall be that Monotype will use commercially reasonable efforts to cause the Web Fonts to conform to the ‘@font-face rule’ specified in the cascading style sheets (“CSS”) specification set forth on the http://www.W3.org website as soon as commercially practicable. MONOTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WEB FONTS. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR MONOTYPE’S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, MONOTYPE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL MONOTYPE BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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 such limitations may not apply to you. In those jurisdictions, you agree that Monotype’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 Fonts are non-returnable and nonrefundable.
14. Publicly Available Software Warranty. Monotype represents and warrants that the Web Fonts are not Publicly Available Software. You warrant that you will take no action which will have the direct or indirect effect of causing the Web Fonts to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.
15. Term and Termination. Notwithstanding any other term or limitation contained herein, this Agreement shall expire and automatically terminate four (4) years from the effective date. Further, upon failure by you (or any authorized person or member of your immediate household to whom you have given permission to Use the Web Fonts) to comply with the terms of the Agreement, Monotype shall be entitled to terminate the Agreement upon notice by regular mail, paid carrier, telefax or email/textform. The termination of the Agreement shall not preclude Monotype from suing you for damages for any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of Monotype.
16. Terms and Conditions. You have separately agreed to Monotype’s standard Terms and Conditions of Business which include provisions relating to governing law and jurisdiction, export restrictions and U.S. government contracts. In the case of a conflict between Monotype’s standard Terms and Conditions of Business and this Agreement, this Agreement shall control.
“Account” means your account at the website from which you licensed the Web Fonts.
“Derivative Work” means binary data based upon or derived from the Web Font(s) (or any portion of the Web Font(s)) 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(s) may be converted.
“Digital Advertisement” means a piece of promotional or marketing content delivered via the internet for display within a paid placement on Output Devices. Digital Advertisement includes, but is not limited to, banner ads and display advertisements shown on websites, advertisements in web applications and advertisements in mobile applications.
“Font Software” means software or instructions which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. Font Software includes upgrades or updates (each of which may be provided to you by Monotype in its sole discretion), related files, permitted modifications, permitted copies, and related documentation.
“Impression(s)” means a measurement of responses from an ad delivery system to an ad request from the user's browser in which the Web Fonts are incorporated.
“Monotype” means Monotype Imaging Inc., its successors and assigns, its parent and affiliated corporations (including Monotype GmbH, MyFonts Inc. and Monotype ITC Inc.), its authorized distributors, and any third party that has licensed to Monotype any or all of the components of the Font Software supplied to you pursuant to the Agreement. “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.
“Output Device” means a display which displays a screen image created by Use of or access to the Font Software to make visible in human readable form, either temporarily or permanently, the typeface design and fonts contained within the Font Software.
“Publicly Available Software” means each of: (a) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g. Linux) or similar licensing or distribution models; and (b) any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributable at no charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (1) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (2) the Artistic License (e.g., PERL); (3) the Mozilla Public License; (4) the Netscape Public License; (5) the Sun Community Source License (SCSL); (6) the Sun Industry Standard Source License (SISL); and (7) the Apache Software license.
“Subset” means to create a Derivative Work of the Web Fonts by removing certain glyphs and/or characters therefrom.
“Tracking Code” means a standard HTTP or HTTPS request which, when inserted into a Digital Advertisement, logs a view of the Web Fonts in the Digital Advertisement, on a content delivery network which is accessible to Monotype.
“Use” of or “Using” the Web Fonts shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Web Fonts, regardless of the location in which the Web Fonts resides. Use of the Web Fonts shall also occur when the software or instructions are executed.
“Web Font(s)” means Font Software optimized for use on a website or in Digital Advertisements, either individually or collectively, that you license from Monotype.
“Web Font Kit” means a repository for the bundling of Web Fonts for Use on a Digital Advertisement.