License Agreement
Monotype Imaging Inc.
SKYFONTS™ SERVICES LICENSE AGREEMENT

This Monotype Imaging Inc. SkyFonts Services 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 SkyFonts Services. 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 17 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 SkyFonts Software supplied to you by Monotype Imaging through the SkyFonts Services and access to the SkyFonts Services is governed by the Agreement.
  2. Except as set forth in Section 3 of this Agreement, You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to access the SkyFonts Font Software through the SkyFonts Services (i) only in a Licensed Unit, (ii) only for your Personal or Internal Business Use, and (iii) in the case where a recipient of an electronic document is able to Use the SkyFonts Font Software for Editing, only if the recipient of such document is within your Licensed Unit. You may embed the SkyFonts Font Software only into an electronic document, solely for print and view, that (a) is not a Commercial Product, and (b) is distributed in a secure format that does not permit the extraction of the embedded SkyFonts Font Software. You may embed static graphic images into an electronic document, including a Commercial Product, (for example, a “gif”) with a representation of a typeface and typographic design or ornament created with the SkyFonts Font Software as long as such images are not used as a replacement for SkyFonts Font Software, (i.e., as long as the representations do not correspond to individual glyphs of the SkyFonts Font Software and may not be individually addressed by the document to render such designs and ornaments). The SkyFonts Font Software may not be installed or Used on an internal or external (i.e., internet accessed) server.  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 SkyFonts Font Software other than as expressly set forth in the Agreement and all rights set forth in the Agreement are subject to you maintaining a SkyFonts User Account in good standing at www.skyfonts.com.
  3. If you are accessing the SkyFonts Font Software through the SkyFonts Services during the Free Trial Period, you may only access the SkyFonts Font Software through the SkyFonts Services in order to create Mockups of electronic documents.  You may not exercise any other right granted in this Agreement during the Free Trial Period.
  4. You agree that your Use of the SkyFonts Font Software requires the installation of the SkyFonts Client Software on the Workstations in your Licensed Unit and further agree that Monotype Imaging may install the SkyFonts Font Software on the Workstations contained in your Licensed Unit. Upon termination of this Agreement, the SkyFonts Font Software will be de-installed by Monotype Imaging from the Workstations in your Licensed Unit.
  5. You agree that Monotype Imaging owns all right, title and interest in and to the SkyFonts Font Software and the SkyFonts Client Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the SkyFonts Font Software, and the SkyFonts Client Software, its structure, organization, code, and related files are valuable property of Monotype Imaging and that any intentional Use of or access to the SkyFonts Font Software or the SkyFonts Client 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 SkyFonts 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 SkyFonts Font Software as you would any other copyrighted material, such as a book. You may not copy the SkyFonts Font Software, except as expressly provided herein and you agree not to copy the design embodied within the SkyFonts 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 SkyFonts Font Software.
  7. You agree not to adapt, modify, alter, translate, convert, or otherwise change the SkyFonts Client Software, SkyFonts Font Software, or create Derivative Works from the SkyFonts Font Software or any portion thereof. You further agree not to use the SkyFonts Font Software in connection with software and/or hardware which creates Derivative Works of such SkyFonts Font Software. You may not alter the SkyFonts Font Software or the SkyFonts Client Software for the purpose of adding any functionality which the SkyFonts Font Software did not have when you first accessed such software. If the SkyFonts Font Software contains embedding bits, you may not change or alter the embedding bits.
  8. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SkyFonts Font Software or the SkyFonts Client 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 SkyFonts 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 SkyFonts 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 SkyFonts 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 SkyFonts Font Software.
  9. You may not rent, lease, sublicense, give, lend, or further distribute the SkyFonts 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 SkyFonts Services account and keep all login information to said account strictly confidential.
  10. Monotype Imaging warrants to you that the SkyFonts Font Software will perform substantially in accordance with for a period of thirty (30) days from the date you first access the SkyFonts Font Software or for the Term, whichever is shorter (the “Warranty Period”). To make a warranty claim, you must, within the Warranty Period, contact Monotype Imaging with sufficient information regarding your claim. If the SkyFonts 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 individual piece of non-performing SkyFonts Font Software. MONOTYPE IMAGING DOES NOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SKYFONTS 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 thirty (30) 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 Font Software is non-returnable and nonrefundable.
  11. Except as noted in Section 12, the Agreement will be governed by the laws of the State 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 text form (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 text form, 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 SkyFonts 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 SkyFonts Font Software and the SkyFonts Client 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. Definitions:

“Commercial Product”

means anything created by Use of the SkyFonts 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 SkyFonts Font Software (or any portion of the SkyFonts 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 SkyFonts Font Software may be converted.

“Editing”

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

“Free Trial Period”

means a five (5) minute period of time where you can Use the SkyFonts Font Software for no fee/without the use of credits.

“Licensed Unit”

means the number of Workstations connected to the number of printers with non-volatile memories identified in your SkyFonts User Account at www.skyfonts.com.

“Mockup”

means Use of the SkyFonts Font Software, in compliance with Section 3 of this Agreement, where such Use does not result in Personal or Internal Business Use, a Commercial Product, a Derivative Work, or any other distribution of the SkyFonts Font Software or any electronic or printed document created through the Use of the SkyFonts Font Software.

“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 SkyFonts Font Software supplied to you pursuant to the Agreement.

“Personal or Internal Business Use”

means Use of the SkyFonts Font Software for your customary personal or internal business purposes and shall not mean any distribution whatsoever of the SkyFonts Font Software or any component or Derivative Work thereof. "Personal or Internal Business Use" shall include Use of the SkyFonts Font Software within your Licensed Unit by persons that are members of your immediate household, your authorized employees, or your authorized agents.

“SkyFonts Client Software”

means an  operating system extension that you download to your operating system that enables and disables the Use of and access to the SkyFonts Font Software.

“SkyFonts Services”

means the Monotype Imaging SkyFonts Font Software hosting service which permits you access the SkyFonts Font Software which will result, in the SkyFonts Font Software being temporarily downloaded by Monotype Imaging to the Workstations in your Licensed Unit. Monotype Imaging is not liable for any performance or availability issues of the SkyFonts Services due to factors which are outside of Monotype Imaging's reasonable control.

“SkyFonts Font Software”

means the SkyFonts Font Software identified as such, from time to time, at your SkyFonts User Account at www.skyfonts.com and to which you have access through the SkyFonts Services which, when Used on or accessed by an appropriate device or devices, generates typeface and typographic designs and ornaments and which is made available to you, in Monotype Imaging's sole discretion, through the SkyFonts Services. Monotype Imaging reserves the right to remove or update SkyFonts Font Software from the SkyFonts Services at its sole discretion at any time. SkyFonts Font Software includes all copies of the SkyFonts Font Software Used or accessed by the Workstations in your Licensed Unit, and all bitmap renderings of typeface and typographic designs and ornaments created by or derived from the SkyFonts Font Software. SkyFonts Font Software includes upgrades and updates to the SkyFonts Font Software (which Monotype Imaging may make available through the SkyFonts Services in its sole discretion), related files, permitted modifications, permitted copies, and related documentation.

“SkyFonts User Account”

means your account at www.skyfonts.com which, when maintained in good standing, allows you to access the Production SkyFonts Font Software to be downloaded by Monotype Imaging to Workstations in your Licensed Unit.

“Term”

means the period of time for which you have licensed the rights hereunder, as indicated in your SkyFonts User Account at www.skyfonts.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(d)”

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

“Workstation”

means a hardware component in which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the SkyFonts 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 USA.  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.