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Webfonts Pay-As-You-Go End User License Agreement

Web Font End User License Agreement

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

This Web Font End User License Agreement for the use of web fonts (the
“Agreement”) is a legal agreement between you and Monotype GmbH
(“Monotype”) that governs the use of the Licensed Web Fonts that you
license from a Monotype website, and which
are accompanied by or refer to this Agreement.
This Agreement becomes a binding contract between you and Monotype
when you click on the area marked “Yes, I have read the License documents
and accept them,” 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 Licensed Web Fonts. Please read this
entire document before agreeing to be bound. Certain capitalized terms are
defined in Section 9 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 Licensed Web Fonts is governed by the
Agreement.

2. License Grant. The Licensed Web Fonts are licensed, not sold, to you for
Use only under the terms of this Agreement. Monotype, as the licensor,
reserves all rights not expressly granted to you. You are hereby granted a
non-exclusive, non-assignable, non-transferable (except as expressly
permitted herein) license to Use the Licensed Web Fonts only on Websites
which are owned or controlled by you and only using the @font-face selector
in CSS files, subject to all of the following conditions:

• You may not link to, nor put online, any version of a Licensed Web Font not
supplied in a Web Font Kit.

• You may not Use the Licensed Web Fonts (1) in, as a part of, or in
conjunction with an Application, (2) for Editing, (3) in a Commercial Product,
or (4) with technologies other than @font-face, such as sIFR, Cufón or
Typeface.js.

• You may not use conversion or editing tools on the Licensed Web Fonts.

• You must retain the trademark, copyright and other legal information
provided in the sample HTML/CSS/Javascript files for each Licensed Web
Font in your working Website code.

• You must retain the page view tracking code, as supplied in the Web Font
Kit, on all Websites that Use the Licensed Web Fonts.

• The total traffic, measured in page views, of all Websites Using a Licensed
Web Font must be no greater than the number of page views specified in
your account. Businesses or organizations such
as advertising agencies, web design agencies or hosting providers that are
responsible for multiple clients’ Websites must enter into separate
Agreement’s for each client Website.

You are responsible for ensuring that the Licensed Web Fonts can only be
used on the Websites for which the Web Font Kit was downloaded and cannot
be used or referenced by any website other than a Website. This includes but
is not limited to installing adequate technical protection measures that
restrict the Use of and/or access to the Licensed Web Fonts, for instance by
utilizing JavaScript or access control mechanisms for cross-origin resource
sharing and protecting against use on websites other than the Websites by
restricting domain access only to such Websites. The failure to adequately
protect the Licensed Web Fonts used for the Websites against Use on other
websites shall be considered a failure to comply with this Agreement.
You shall identify all Licensed Web Fonts to visitors of Websites only by the
Licensed Web Font’s original name and in accordance with accepted
trademark practice, including identification of the trademark owner’s name.
The Website’s font selection user interface must display the Licensed Web
Font’s original name(s) and cite the source of the Licensed Web Font. You
will only use the Licensed Web Font’s original name(s) to identify a Licensed
Web Font which effects a faithful reproduction of the underlying font and
which is of a quality sufficient to meet industry typographic quality
standards. The use of any trademark authorized herein 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.

3. Intellectual and Industrial Property Rights. You agree that the Licensed
Web Fonts are protected by the copyright law and other intellectual and
industrial property rights of the United States of America 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
Licensed Web Fonts as you would any other copyrighted material. You may
not copy the Licensed Web Fonts, except as expressly provided herein. You
agree not to adapt, modify, alter, translate, convert, or otherwise change the
Licensed Web Fonts, or to create Derivative Works from the Licensed Web
Fonts or any portion thereof. You further agree not to use the Licensed Web
Fonts in connection with software and/or hardware which create Derivative
Works of the Licensed Web Fonts. You agree not to reverse engineer,
decompile, disassemble, or otherwise attempt to discover the source code or
instructions of the Licensed 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 Licensed 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). You agree that
Monotype, or its third party licensors, owns all right, title and interest in and
to the Licensed Web Fonts, their 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 Licensed Web
Fonts, their 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 Licensed Web Fonts not expressly permitted by the
Agreement constitutes an infringement of intellectual and industrial property
rights.

4. Warranty; Limitation of Liability. Monotype warrants to you that the
Licensed 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 this Agreement for the
twenty-one (21) day period following delivery of the Licensed Web Font(s).
The Licensed Web Fonts are “productized” for web performance as of the
date of this agreement and no representation is made to further productize
the fonts. To make a warranty claim, you must, within the twenty-one (21)
day warranty period, contact Monotype with sufficient information regarding
your licensing of the Licensed Web Font(s) so as to enable Monotype to
verify the existence and date of the license. If the Licensed 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 effects to cause the
Licensed Web Font(s) provided herein to conform with the specifications
within twenty-one (21) days or as soon thereafter as commercially
reasonable.

MONOTYPE DOES NOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING
THE LICENSED WEB FONT(S). 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 NONINFRINGEMENT
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 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 this Agreement are limited to twentyone
(21) 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 ($100,000) United States dollars, 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 Licensed Web Font(s) are non-returnable
and nonrefundable.

5. Transfer of the Licensed Web Fonts. You may not rent, lease, sublicense,
give, lend, or further distribute the Licensed Web Font(s), or any copy
thereof, except as expressly provided herein. You may transfer all its rights
to use the Licensed 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 Licensed
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 Licensed Web Font(s) 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 Licensed Web Fonts licensed by you from Monotype at the time of
the request is in conformity with your valid licenses from Monotype.

6. Copies. You may make one back-up copy of the Licensed Web Font(s) for
archival purposes only, and you shall retain exclusive custody and control
over such copy. 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 Licensed Web Font(s).
Upon termination of Agreement, you must destroy the original and any and
all copies of the Licensed Web Font(s).

7. Termination. Upon failure by you 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.

8. Other Terms and Conditions. In the event that any provision of this
Agreement is unenforceable or invalid, such unenforceability or invalidity
shall not render this Agreement unenforceable or invalid as a whole, and, in
such event, such unenforceable or invalid provision shall be changed and
interpreted so as to best accomplish the objectives of such provision within
the limits of applicable law or court decisions.
You agree that the Licensed Web Fonts may 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.

If the Licensed Web Fonts licensed to you by Monotype were 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 this Agreement.

This Agreement is governed by the laws of the Commonwealth of
Massachusetts applicable to contracts wholly entered and performable within
such Commonwealth (without regard to applicable conflict of laws
provisions). The United States District Court for the District of Massachusetts
or, if federal subject matter jurisdiction is lacking, the Superior Court of the
Commonwealth of Massachusetts in Middlesex County, shall be the exclusive
forum for any disputes arising out of or related to this Agreement. Both you
and Monotype agree to the personal jurisdiction and venue of these courts in
any action related to this 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.

9. Definitions:

“Application” means any software program which allows a Website visitor to
Use or access the Licensed Web Fonts to create a document or file or to
change the selection of Licensed Web Fonts or any other 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.

“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
Licensed Web Font(s) (or any portion of the Licensed 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
Licensed Web Font(s) may be converted.

“Editing” means any input of text that is displayed using the Licensed Web
Fonts. For the avoidance of doubt, Editing includes the insert of text into a
form field.

“Licensed Web Fonts” means those fonts optimized for use on the web, either
individually or collectively, that you license from Monotype.

“Monotype” means Monotype GmbH which operates the website you have licensed the Web Fonts from.

“Monotype” is a trademark of the Monotype GmbH affiliate Monotype
Imaging Inc. registered in the U.S. Patent and Trademark Office and
elsewhere. All other trademarks are the property of their respective owners.

“Use” or “Using” of the Licensed Web Fonts shall occur when an individual is
able to give commands (whether by keyboard or otherwise) that are followed
by the Licensed Web Fonts, regardless of the location in which the Licensed
Web Fonts resides. “Use” of the Licensed Web Fonts shall also occur when
the software or instructions are executed.

“Web Font Kit” means a repository for the bundling of Licensed Web Fonts for
Use on a Website. A Web Font Kit shall contain page view tracking code
which must be retained by you and placed on all Websites which Use any
Licensed Web Fonts.

“Website(s)” 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))
which:

(i) Uses or accesses the Licensed Web Font(s) in its web pages,

(ii)
does not in any way enable the permanent installation of the Licensed Web
Font(s) by Website visitors on any printer or display which displays a screen
image created by Use of or access to the Licensed Web Font(s), and

(iii)
reasonably restricts access to Licensed Web Font(s) from Use or access by
web pages or any document not originating from such Websites.

“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’s mailing
address is: 600 Unicorn Park Dr., Woburn, Massachusetts 01801. All inquiries and requests for licenses
may be sent via e-mail to: [email protected] Monotype’s website is located at www.monotype.com.


Version 160902
The Monotype Brand Family