Monotype Imaging: SpectraWorks EULA

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END-USER LICENSE AGREEMENT
		   
										You are proposing to acquire a license to certain software, which may include font software (together with any upgrades, updates, related files, permitted modifications, permitted copies and related documentation that may be provided to you, the “Software”). This End User License Agreement (this “Agreement”) becomes a binding contract between you and Monotype Imaging Inc. (together with its affiliated entities, “Monotype Imaging”) with respect to your rights in such Software when you click on the area marked “ACCEPT LICENSE AGREEMENT” (or similar language indicating your acceptance).

You are bound by this Agreement and you acknowledge that all access to and use of the Software is governed by the Agreement.  If you do not wish to be bound by this Agreement, you cannot access, use or download the Software. Please read all of this Agreement before you agree to be bound by its terms and conditions.

1. License Rights.  You have no ownership rights in the Software, but have only the following non-exclusive, non-assignable, non-transferable (except as provided herein) rights with respect to the Software, in each case subject to the terms and conditions of this Agreement:

You may install and use the Software on one computer, for the sole purpose of evaluation of the Software.  “Use” of font software occurs when an individual is able to give commands (whether by keyboard or otherwise) that are followed by such font software.

These rights will terminate on the 30th day following your acceptance of the terms of this Agreement.

All rights not expressly granted in this Agreement are reserved to Monotype Imaging and its licensors, as the case may be.

2. Ownership and Intellectual Property Rights.  You agree that Monotype Imaging or its third party licensors own all right, title and interest in and to the Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Software, its structure, organization, code, and related files are valuable property of Monotype Imaging and that any use of the Software not expressly permitted by this Agreement constitutes a theft of valuable property.  You acknowledge that the Software is protected by the copyright and other intellectual property laws 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 Software as you would any other copyrighted material, such as a book. You agree to use trademarks associated with the Software according to accepted trademark practice, including identification of the trademark owner’s name, and you will not change the trademark or trade name designation for the software.

3. Modifications to the Software.  You agree not to (i) adapt, modify, alter, translate, convert to a different format, or otherwise change the Software or (ii) create derivative works of the Software or any portion thereof.  You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the 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 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 not to publish, or make otherwise accessible to the public, the information arrived at through reverse engineering and/or decompiling for the purpose of achieving interoperability.  With respect to font software, you may not alter such font software for the purpose of adding any functionality which such font software did not have when delivered to you and if such font software contains embedding bits that limit the capabilities of such font software, you may not change or alter the embedding bits.

Non-compliance with this provision voids any and all warranties granted by Monotype Imaging to you and represents a breach of this Agreement. If you modify or create a derivative work of the Software, Monotype Imaging becomes the owner of the modified data and/or the Software component of the derivative work.

4. Copies.  You may not copy the Software, except as expressly provided herein. You may make one back-up copy of the Software for archival purposes only, and you shall retain exclusive custody and control over such copy.  Upon termination of this Agreement, you must destroy the original and any and all copies of the Software.  Any copies that you are expressly permitted to make pursuant to this Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Software.

5. Transfers.    You may not rent, lease, sublicense, give, lend, or further distribute the Software, or any copy thereof, except as expressly provided herein. You may transfer all your rights to use the Software to another person or legal entity provided that (i) you transfer only one copy of the Software to the transferee, (ii) the transferee accepts and agrees in writing to be bound by all the terms and conditions of this Agreement, (iii) you forward a copy of such writing to Monotype Imaging, and (iv) you cease all use of the Software and destroy all other copies of the Software in your possession, including all copies stored in the memory of a hardware device.

6. Monotype Imaging Warranty.  Monotype Imaging warrants to you that the Software will perform substantially in accordance with its documentation for the shorter of (i) your license term and (2) the ninety (90) day period following delivery of the Software. To make a warranty claim, you must, within the warranty period, return the Software to the location from which you obtained it along with a copy of your receipt or, if such Software is acquired on-line, contact the on-line provider with sufficient information regarding your acquisition of the Software so as to enable Monotype Imaging to verify the existence and date of the transaction. If the Software does not perform substantially in accordance with its documentation, 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 delivery of the Software. Monotype Imaging DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE 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, INCIIDENTAL 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 this 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 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. Except as specifically set forth above, the Software is non-returnable and nonrefundable.

7. Governing Laws.  This Agreement will be governed by the laws of Illinois applicable to contracts wholly entered and performable within such state. All disputes related to this Agreement in jurisdictions in which the official or predominant language is written in either an ideographic script (such as hanzi, kanji, or hanja) or other script based upon or similar in structure to an ideographic script (such as hangul or kana) shall be heard in the Tokyo District Court in Japan.  All other disputes related to this Agreement, wherever arising 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 this Agreement. This 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 this Agreement, which shall remain valid and enforceable according to its terms.

If the Software 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 this Agreement.

You agree that the 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.

8. Other Rights.  You have the rights expressly set forth in this Agreement and no other. All rights in and to the 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 this 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 this Agreement shall constitute an effective and irrevocable waiver of such rights. This Agreement may be enforced by Monotype Imaging or by an authorized dealer acting on behalf of Monotype Imaging.

9. Amendment; Termination.  This Agreement may only be modified in writing signed by an authorized officer of Monotype Imaging.  This Agreement shall automatically terminate upon failure by you to comply with its terms. The termination of this Agreement shall not preclude Monotype Imaging from suing you for damages of any breach of this Agreement.

10. Contact Information.  Monotype Imaging Inc.’s mailing address is: 702 Marshall Street, Suite 640, Redwood City, CA 94063.  All inquiries may be sent via e-mail to: <i>swsales@monotypeimaging.com</i>. Monotype Imaging, Inc.’s website is located at www.monotypeimaging.com.

ACCEPT LICENSE AGREEMENT

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