Service and License Terms

These Monotype Fonts Service and License Terms (these “Terms”) become a binding contract between you and Monotype, when you click a checkbox to indicate that you accept these terms and sign up for Monotype Fonts or click on the area marked “Accept License Terms” (or such similar language). If you do not wish to be bound by the Terms, you may not Use the Monotype Fonts Service. Please read all of these Terms before you agree to be bound by them.

DEFINITIONS.

Account	Your administrative account located at Monotype Fonts.
Affiliated Company	An entity that controls, is controlled by or is under common control with a Party to this Agreement at any time during the term of this Agreement, where control means a 50% or greater ownership interest in such entity
Agreement	The Monotype Fonts Service and License Terms and the license parameters you chose when signing up to Monotype Fonts or you change during the Term.
Application	A product that is distributed as software only and (i) is not embedded into hardware of any kind, (ii) is not a platform or operating system that can run other software programs, (iii) which is not Publicly Available Software or integrated in such software and (iv) is made available by Customer to end users either directly or through a distributor. A version of an Application that does not have unique functionality beyond the scope of a previously released Application and is not licensed or marketed under a new name shall not be considered a new Application.
Critical Patch Release	Updates to any of the Font Software or the Desktop Application that Monotype determines, at its sole discretion, will be made available on a general basis to all of its customers. Critical Patch Releases may or may not include certain changes that are included in an update and may be released before or after any such update is provided to eligible customers. A Critical Patch Release may, at Monotype’s sole discretion, be released prior to completion of Monotype’s complete quality assurance testing process.
Derivative Work	A work, including but not limited to software or data, based upon or derived from any of the Font Software or the Desktop Application (or any portion of the Font Software or Desktop Application) in any form in which such software or data may be recast, transformed, or adapted including, but not limited to, binary data in any format into which the Font Software may be converted.
Desktop Application	The Monotype Desktop Application for Mac and Windows that allows Licensed Monotype Fonts Users to upload and download the Font Software and other font software to the Monotype Fonts service.
Digital Marketing Communication	A piece of promotional or marketing content delivered via the internet. A Digital Marketing Communication includes, but is not limited to, email advertisements, banner ads and display advertisements shown on websites, advertisements in web applications and advertisements in mobile applications.
Effective Date	The date that you sign up to Monotype Fonts and accept the Terms as outlined above.
Electronic Document	An electronic document or data file, for example a .pdf manual or an e-book, which is created by Use of the Font Software, but which is not a Digital Marketing Communication.
Font Software	The font software provided on Monotype Fonts, which when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all subsets and bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software, and all copies of the Font Software in web font format Used or accessed in conjunction with the rendering of web pages for Licensed Page Views, including copies of web pages that may be temporarily cached. Font Software refers to individual digital files (and thus the digital representation of one weight – with the exception of variable fonts – and in a specific format), not typeface families (for example, Helvetica Now, or Arial), a typeface or a category of typefaces. The defined term Font Software specifically excludes any font software that is uploaded to Monotype Fonts by you or by Monotype on your behalf. Not all Font Software is available in all formats.
Impression	Either (i) a response, in which the Font Software or Subset(s) thereof is incorporated, from a digital advertisement delivery system to a request from a web or mobile browser or other application, or (ii) an opened e-mail where the Font Software or Subset(s) thereof is delivered to the email client.
Licensed Desktop User	Any user up to the number of individuals who may exercise the license grants to the Production Fonts under this Agreement as indicated in your Account, whether or not such user does actually exercise such rights. Licensed Desktop Users must be your employees or independent contractors, or an employee of a third party (such as an agency or a commercial printer) engaged by you for the purpose of exercising the license rights granted herein on your behalf, or, if you are an agency, an employee of your client by whom you have been engaged to Use the Production Fonts as set forth in this Agreement. You shall be responsible for compliance with the terms of this Agreement by any such third party and its employee(s), client and its employees or independent contractor. The number of Licensed Desktop Users shall be counted regardless of whether and when actual Use occurs and thus equal the total of all individuals who are authorized and can potentially Use the Production Fonts during the Term (non-concurrent use).
Licensed Impression	Any Impression up to the number of Impressions indicated in your Account.
Licensed Page View	Any Page View up to the number of Page Views indicated in your Account.
Licensed Application	Any Application up to the number of Applications indicated in your Account.
Licensed Monotype Fonts User	A Licensed Desktop User that has also been granted access to the Monotype Fonts service. For the avoidance of doubt, a Licensed Monotype Fonts User is granted all rights of a Licensed Desktop User in Section 2.B., plus the rights set forth in Section 2.A.
Monotype	Collectively, Monotype Imaging Inc. or any other Monotype entity identified when signing up to Monotype Fonts and in your invoices, its successors and assigns, and its parent and Affiliated Companies.
Monotype Fonts	Monotype’s platform, made available to Licensed Monotype Fonts Users from which Licensed Monotype Fonts Users may access the Font Software, the Subsetter Application and the Desktop Application and use the functionality made available to them on Monotype Fonts.
Monotype Fonts On-boarding Services	The on-boarding services as outlined on Monotype’s Customer Success website (https://www.monotypefonts.com/pages/onboarding).
Monotype Fonts Support	The support services as outlined on Monotype’s Customer Success website (https://www.monotypefonts.com/pages/support-services).
Non-Commercial Electronic Document	An Electronic Document that you use for your internal purposes only or for distribution in a manner that is incidental to your business, for example an instruction manual that explains your product, but which does not mean a Digital Marketing Communication.
Page View	A single instance of access to a particular web page.
Primary Licensed Monotype Fonts User	The individual identified as such when you sign up for Monotype Fonts.
Production Fonts	The Font Software you choose in your Account to utilize as a Licensed Desktop User and/or in Applications, for Licensed Page Views or Digital Marketing Communications, each in the amounts licensed by you as indicated in your Account. HOW PRODUCTION FONTS ARE COUNTED: The maximum defined under License Usage per Term refers to the amount of Font Software and thus, Production Fonts shall be counted by individual digital files which can be used for the licensed deployment, not typeface families (for example, Helvetica Now, Arial), a typeface or a category of typefaces. E.g. “Helvetica Now Text Regular,” “Helvetica Now Text Bold,” and “Helvetica Now Text Bold Italic” would count as three Production Fonts. Individual Font Software (e.g. variable Font Software or Font Software with Chinese or Japanese language extensions) may count as a multiple of one Production Font against your Account. The factor will be communicated when you choose the Font Software as a Production Font and visible in your Account. You may swap all of or part of your Production Fonts one (1) time per calendar quarter by removing Font Software as a Production Font and choosing other Font Software on Monotype Fonts. All formats (for example OTF, WOFF) of the same Production Font shall count as one Production Font. The maximum licensed by you as indicated in your Account is cumulative for the entire Term.
Publicly Available Software	(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.
Server	Any server that is either (a) maintained on your premises; (b) under your exclusive control; or (c) owned and controlled by a third party hosting service for your benefit (provided that you (i) have a written agreement regarding the Use and protection of the Font Software installed on such server, and (ii) shall remain responsible for any unauthorized access to and security of the Font Software on such Server. Furthermore, if such Server is part of a cloud server service, you are permitted to upload a copy of the Font Software to the cloud server service, provided that the Font Software and any Derivative Works thereof cannot be downloaded except by your Licensed Desktop Users and/or Licensed Monotype Fonts Users and if such cloud server service is owned and controlled by a third party hosting service for your benefit, you will require the cloud server service to completely remove the Font Software from the Servers upon termination of your use of the cloud server service.
Subset	A Derivative Work of the Font Software, created by removing certain glyphs and/or characters therefrom.
Subsetter Application	Monotype’s proprietary application used to create a Subset of the Font Software in web font format.
Term	The time between the day you sign up for Monotype Fonts and the last day of the initial term or any renewal term.
Trademarks	The trademark as set forth at www.monotype.com/legal/trademarks for each piece of Font Software licensed under this Agreement or under which Monotype markets the Font Software.
Use	With respect to the Font Software when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software, regardless of the location in which the Font Software resides. With respect to the Subsetter Application and the Desktop Application, when the software or instructions are executed.
Workstation	A hardware component in which Font Software or the Desktop Application is installed and from which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software or Desktop Application, as applicable.

LICENSE GRANTS.

You are licensing Font Software, the Desktop Application and access to Monotype Fonts. 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 if an amount for the respective rights is listed in your Account, 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 Font Software. 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:
1. LICENSED MONOTYPE FONTS USERS.
  1. Monotype Fonts:
    1. Access and use Monotype Fonts.
    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 Monotype Fonts 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.
  2. Desktop Application:
    1. Install and access the Desktop Application on up to two (2) Workstations per Licensed Monotype Fonts User.
    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.
  3. Additional License Rights:
    1. Use the Font Software you choose to be Production Fonts as set forth in Section 2.B.
    2. Use all other Font Software available on Monotype Fonts as set forth in Sections 2.B., provided that in exercising such rights, the Font Software may be Used on a desktop computer, embedded in Applications and used to create Web Page Content and Digital Marketing Communications solely for 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. LICENSED DESKTOP USERS. All rights of Licensed Desktop Users set forth below apply only to Font Software you choose to be Production Fonts.
  1. Desktop:
    1. Install the Font Software on up to two (2) Workstations per Licensed Desktop User.
    2. Install the Font Software onto any 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, you must obtain an unlimited Company Desktop License (available as add-on to the Monotype Fonts subscription) which will cover up to 5,000 Licensed Desktop Users.
    3. Use the Font Software on such Workstations or via such Server to:
      1. create, edit, view, print and distribute materials, provided that, (a) if you distribute such materials, the materials do not contain the Font Software, and (b) if you create a static graphic image with a representation of a typeface and typographic design or ornament, such static graphic image does not correspond to glyphs or glyph combinations of the Font Software which are individually addressed by software, a web site, a hardware device or other means to render such designs and 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 (a) they are Non-Commercial Electronic Documents and (b) the Font Software cannot be fully or partially extracted from such Electronic Documents.
    4. Make backup copies of the Font Software, provided that such copies are for your internal back up purposes only and remain in your exclusive control.
  2. 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, 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. If the Application requires its users to register to install and/or use it, the Application may only be distributed to up to 25,000 registered users.
  3. 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).
  4. 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 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.
3. TRADEMARKS.
  Although use of the Trademarks is not required, if you elect to do so, 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 https://www.monotype.com/legal/trademarks/guidelines/.You acknowledge that Monotype or its licensors own all right, title and interest in and to theTrademarks.
4. SUBLICENSE RIGHTS.
  1. Sublicense the rights granted herein, including the sublicense right below, to your Affiliated Companies,
  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, Desktop Users, Impressions, Applications and Page Views 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.
ACCESS AND DELIVERY.
Monotype will make available access to Monotype Fonts, via delivery of access credentials to the Primary Licensed Monotype Fonts User provided when you sign up for Monotype Fonts, to 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 Monotype Fonts in conformance with the terms of this Agreement. In the event Monotype makes available additional features of Monotype Fonts 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 Monotype Fonts 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 any Account or any other breach of security which could affect Monotype Fonts or use of your Account.

Any Font Software available through Monotype Fonts 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 Font Software and the Desktop Application shall be complete upon sending access credentials to Monotype Fonts to your Primary Licensed Monotype Fonts User(s).
RESTRICTIONS.

You may not:
- Transfer your license rights in Monotype Fonts, the Font Software or the Desktop Application.
- Modify the Font Software or the Desktop Application in any way, including to 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).
- 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.
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 to the Font Software that may be subject to certain limitations in volume. 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. When you host the Font Software for Page Views or Impressions via Monotype Fonts, the use of the technology is not optional. If you choose to self-host the Font Software for Page Views and Impressions and do not elect to use this tracking technology and with regard to other limitations in volume such as the number of Workstations using the Font Software or the number of Applications with embedded Font Software, Monotype has the right to ask you, from time to time, to provide information regarding such limitations (namely the number of Workstations, Applications, Page Views, and/or Impressions) and you are obligated to maintain records with respect to such usage and to provide us with that information within 30 days of our request. In the event your Use of the Font Software exceeds the licensed limited amount, you agree to license from Monotype the necessary additional amounts and pay any fee associated with such increase.

Monotype will provide, by email to your Primary Licensed Monotype Fonts User(s) on a quarterly basis, a list of Font Software which has been downloaded from Monotype Fonts by your Licensed Monotype Fonts Users. Within twenty-one (21) days of the date of such list, you must report to Monotype which Font Software has been used as a Production Font, in the form and format requested by Monotype. If you believe you have been presented with an inaccurate list of downloaded 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 downloaded from Monotype Fonts 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 any fee associated with such increase. Monotype reserves the right to suspend access to Monotype Fonts at its discretion in the event of any use of Monotype Fonts or the Font Software by you outside of the terms of this Agreement which is revealed in reporting.
TERM AND TERMINATION.

This Agreement shall automatically renew at the end of the initial term, and any renewal term, unless either party provides written termination at least thirty (30) days prior to the expiration of the then current Term. 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.

The rights of a recipient of a Licensed Application generated pursuant to this Agreement shall survive the termination of this Agreement. All other license rights granted to you in this Agreement shall end with the termination of this Agreement.

The termination of this Agreement shall not preclude either party from suing the other party for damages of any breach of the Agreement.

If this Agreement expires at the conclusion of its then-current term without being renewed by either party or is terminated by either party for any reason, and you request to reinstate such agreement, Monotype may, in its sole discretion, agree to allow such reinstatement.
WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY.
1. WARRANTIES.
  1. The Font Software will effect a faithful reproduction of the underlying typeface design which is of a quality consistent with industry standards.
  2. The Font Software and Desktop Application have no defect nor are deficient in title;
  3. 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;
  4. 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; and
  5. The Font Software and Desktop Application are not Publicly Available Software.
  6. Depending on the acquired plan, the Customer Success services (e.g. Support and On-boarding) will be performed as outlined on Monotype’s Customer Success website.
  7. Monotype Fonts and any Customer Success services shall be performed consistent with applicable industry standards, will be performed 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 warranty@monotype.com), Monotype will do everything that is commercially reasonable to correct the problem within fourteen (14) calendar days.
2. INDEMNIFICATION.
  Monotype shall, at its expense and at your request:
  1. 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
  2. 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.
3. 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;
  - Any damages caused by the other party’s failure to perform its obligations; or
  - If you have purchased the Website Kit, Digital Campaign Kit or Mobile App Kit plan, any damages that exceed the fees paid under this Agreement.
MISCELLANEOUS.
1. ON-BOARDING AND SUPPORT SERVICES.Monotype shall provide you with the Monotype Fonts On-boarding Services and Monotype Fonts Support plan indicated in your Account. Please refer to Monotype’s Customer Success website which contains detailed information about your Monotype Fonts On-boarding plan and Monotype Fonts Support plan. 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.
2. 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.
3. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.
  1. You agree that Monotype Fonts, the Font Software and the Desktop Application are protected by the copyright law or 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.
  2. You agree that Monotype and or/its licensors own all right, title and interest in and to Monotype Fonts, the Desktop Application and the Font Software, their structure, organization, code, and related files, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights.
  3. You agree that Monotype Fonts, the Desktop Application and the Font Software, their structure, organization, code, and related files are valuable property of Monotype and/or its licensors and that any intentional or negligent Use of Monotype Fonts, the Desktop Application or the Font Software not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
  4. All rights in and to Monotype Fonts, the Desktop Application and the Font Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions.
4. 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 https://www.monotype.com/legal/privacy-policy/.
5. NOTICES. All notices shall be in writing, sent to the applicable address above, and signed by or on behalf of the party sending it. All notices sent to Monotype shall also be copied to notices@monotype.com. Notices shall be deemed to have been received within forty-eight (48) hours of posting if sent by regular mail.
6. ENTIRE AGREEMENT; PARTIAL NULLITY; GOOD FAITH OBLIGATIONS. This Agreement constitutes the entire agreement between the parties hereto with respect to license of Monotype Fonts, the Font Software and the Desktop Application, and, if applicable, the provision of Monotype Fonts Pro or Professional 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.
7. 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.
8. GOVERNING LAW; JURISDICTION. Unless you enter into this agreement through the Monotype affiliate Monotype Ltd. or Monotype GmbH, or unless otherwise set forth in writing in the agreement between you and Monotype, the agreement entered into between you and Monotype is governed by the laws 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 such agreement. Both you and Monotype agree to the personal jurisdiction and venue of these courts in any action related to such agreement.
  
  If you enter into this agreement on a web site maintained by the Monotype affiliate Monotype Ltd. the agreement is governed by the laws of England and Wales (without regard to applicable conflict of laws provisions). The courts of London, England, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and Monotype Ltd. agree to the personal jurisdiction and venue of these courts in any action related to such agreement.
  
  If you enter into this agreement on a web site maintained by the Monotype affiliate Monotype GmbH the agreement is governed by the laws of Germany (without regard to applicable conflict of laws provisions). The courts of Frankfurt/Main, Germany, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and Monotype GmbH agree to the personal jurisdiction and venue of these courts in any action related to such agreement.
  
  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
  
  (v210913)

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Service and License Terms

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