MONOTYPE MISSING FONT SERVICES LICENSE AGREEMENT FOR ENFOCUS PITSTOP PRO, PITSTOP SERVER AND PITSTOP FONT FIX
This Monotype Missing Font Services License Agreement for Enfocus PitStop Pro, PitStop Server and PitStop Font Fix (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 Monotype Missing Font Services for Enfocus PitStop Pro, PitStop Server and PitStop Font Fix (the "Monotype 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 16 of the Agreement.
You hereby agree to the following:
- You are bound by the Agreement and you acknowledge that access to and Use of the Monotype Services is governed by the Agreement.
- You are hereby granted, for the Term, a non-exclusive, non-assignable, non-transferable license to access and Use the Monotype Services only in conjunction with Enfocus PitStop Pro, PitStop Server or PitStop Font Fix software (the "Host Product") once tokens have been purchased solely for the purpose of identifying missing fonts in a single PDF and allowing the Host Product to temporarily embed a portion of the Monotype Software one time in such PDF . You have no right to directly access or Use the Monotype Services other than through the Host Product or to access or Use any portion of the Monotype Software other than through the Monotype Services. The rights set forth in this Section 2 are granted only subject to all of the terms and conditions of the Agreement and are subject to you maintaining a Monotype Services User Account in good standing at https://baseline.monotype.com. Monotype is not liable for any performance or availability issues of the Monotype Services due to factors that are outside of Monotype's reasonable control. The Monotype Services do not include any direct phone, technical or other support directly to you.
- You agree that Monotype owns all right, title and interest in and to the Monotype Services and Monotype Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Monotype Software, its structure, organization, code, and related files are valuable property of Monotype and that any intentional Use of or access to the Monotype Services or Monotype 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.
- You acknowledge that the Monotype Services and Monotype Software are 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 Monotype Services and Monotype Software as you would any other copyrighted material.
- You agree not to adapt, modify, alter, translate, convert, or otherwise change the Monotype Software or create Derivative Works from the Monotype Software or any portion thereof. You further agree not to use the Monotype Services in connection with software and/or hardware which creates Derivative Works of the Monotype Software. You may not copy or alter the Monotype Software for the purpose of adding any functionality which the Monotype Software did not have when you first accessed such software.
- You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Monotype 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 Monotype 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 upon written request). You agree to use trademarks associated with the Monotype Services or Monotype 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 Monotype Services or Monotype 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. You may not change any trademark or trade name designation for the Monotype Services or Monotype Software.
- 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 Monotype Services account and keep all login information to said account strictly confidential.
- MONOTYPE DOES NOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE MONOTYPE SERVICES. 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 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’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 Monotype Services are non-returnable and nonrefundable.
- Except as noted in Section 10, the Agreement 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. 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.
- 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 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.
- Upon failure by you to comply with the terms of this Agreement, Monotype shall be entitled to terminate this Agreement upon notice to you by regular mail, telefax or email. The termination of the Agreement shall not preclude Monotype 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.
- You have the rights expressly set forth in the Agreement and no other. All rights in and to the Monotype Services and Monotype 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 or by an authorized dealer acting on behalf of Monotype.
- 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.
- You agree that the Monotype Services and Monotype 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.
- Delivery- All Software will be delivered F.O.B. Origin by customary industry methods of delivery.
"Derivative Work" means binary data based upon or derived from the Monotype Software (or any portion of the Monotype 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 Monotype Software may be converted. "Monotype" 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 any or all of the components of the Monotype Services or Monotype Software. "Monotype Software" means the Monotype Software available to you, from time to time, through the token(s) issued to you in your Monotype Services User Account at https://baseline.monotype.com and to which you have access through the Monotype Services, when Used through the Host Product, identifies missing fonts in a PDF and generates text in such missing fonts and which is made available to you, in Monotype’s sole discretion, through the Monotype Services. Monotype reserves the right to remove or update Monotype Software from the Monotype Services at its sole discretion at any time. Monotype Software includes all bitmap renderings of typeface and typographic designs and ornaments created by or derived from Monotype Software. Monotype Software includes upgrades and updates to the Monotype Software (which Monotype may make available through the Monotype Services in its sole discretion), related files, permitted modifications, permitted copies, and related documentation. "Monotype Services User Account" means your account at https://baseline.monotype.com which, when maintained in good standing, allows you to access the Monotype Services through the Host Product. "Term" means a perpetual term; provided, that, Monotype shall have the right to terminate the service and or the Agreement upon written notice to you (with such notice to be via email where permitted). "Use"
of the Monotype Services shall occur when an individual registers for a Monotype Services User Account, purchases a Monotype Services token(s) or accesses the Monotype Services, through a Host Product or otherwise.
of the font software included in the Monotype Software shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by such font software, regardless of the location in which such font software resides.
"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: [email protected]. Monotype's web site is located at www.monotype.com