Desktop Font End User License Agreement

This Desktop Font End User License Agreement (together with any amended terms and Supplementary Terms, hereinafter referred to as the “Agreement”) is entered into by and between Morisawa Inc.  (hereinafter referred to as “Morisawa”), on the one hand, and the individual installing the Fonts and the company or other legal entity on behalf of which such individual is acting, as applicable, on the other hand (together, hereinafter referred to as “Licensee”).
IT IS IMPORTANT THAT LICENSEE READS CAREFULLY AND UNDERSTANDS THIS AGREEMENT.   BY CHECKING THE “AGREE WITH THE TERMS AND CONDITIONS GIVEN ABOVE” BOX LOCATED ON THIS PAGE, LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT, CONFIRMS THAT LICENSEE HAS HAD ACCESS TO THIS AGREEMENT FOR AT LEAST THREE (3) DAYS, AND CONFIRMS THAT THE LICENSEE IS SUBJECT TO THE TYPESQUARE USER POLICY.   IF LICENSEE DOES NOT ACCEPT THIS AGREEMENT, LICENSEE WILL NOT BE ALLOWED TO USE OR ACCESS THE FONTS.   IF LICENSEE IS ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, LICENSEE REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND THAT COMPANY OR LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT AND, IN SUCH EVENT, “LICENSEE” WILL REFER TO THAT COMPANY OR LEGAL ENTITY.  
By purchasing the Fonts, Licensee represent and warrant that they are at least 20 years of age and have reviewed and consented to the terms of this Agreement, or, if Licensee is under 20 years of age but above 14 years of age, then the Licensee affirms that he or she possesses the legal consent of his or her parent or guardian to purchase and use the Fonts.  If you are a parent or guardian agreeing to the terms of this Agreement for the benefit of anyone under the age of 20, you represent and warrant that you have reviewed and now consent to the terms and accept full responsibility for that child’s use of the Fonts, including all financial charges and legal liability that such child may incur in connection with the use of the Fonts.
1. DEFINITIONS.
The terms used herein shall be defined as set forth below.

(1) “Fonts” shall mean the digital software data and programs the process a Typeface into a format that allows display on a Device, for which the right to use will be purchased by Licensee on the TypeSquare website (URL: http://typesquare.com) and any successor or country-specific sites. Fonts also include any updated versions and new versions of the Fonts.

(2) “Typeface” shall mean characters, marks, numerals, and symbols, according to a certain weight, style and version based on a unified design concept.

(3) “Character Information” shall mean all information, including those contained in the outline data which is used to indicate or output the applicable Typeface as The Fonts, including the design of each character, mark, numeral or symbol composing the applicable Typeface.

(4) “Desktop Software” shall mean the software provided on the TypeSquare website (URL: http://typesquare.com) and any successor or country-specific sites, of which installation is required in advance for Licensee to display the Fonts on a Device. Desktop Software also includes any updated versions and new versions of Desktop Software.

(5) “Device” shall mean a computer equipped with a memory unit on which the Desktop Software is installed.

(6) “Electronic Document” shall mean a digital document in file format or other data format (A) into which the Fonts are embedded, (B) into which the Character Information is extracted and combined with other images or (C) on which the Fonts or Character Information are displayed.

2. LICENSE.
Subject to Licensee’s continuous compliance with this Agreement and payment of the applicable license fees, Morisawa grants Licensee, during the Term, a non-exclusive, world-wide license to:

(1) Install the Fonts by using the Desktop Software, on a Device owned by Licensee or that is available only to Licensee under a lease agreement or rental agreement.

(2) Use the Fonts only on the Device on which Desktop Software is installed, activated and authenticated.

(3) Use an application on the Device to display the Fonts or output the Character Information on Electronic Documents created by Licensee.

(4) Use an application on the Device to extract Character Information from the Fonts, and use the extracted Character Information either as-is or as decorated and/or modified to create Electronic Documents as a means to express facts and/or his/her own thoughts and feelings and (A) allow third parties to print or view the Character Information as embedded on such Electronic Documents or physical copies thereof and (B) allow a third party who has rightfully acquired the Fonts to view and modify such Electronic Documents, including the embedded Character Information.

(5) Create Electronic Documents as a means to express facts and/or his/her own thoughts and feelings, by utilizing an application program on a Device, provided that: said Electronic Document shall be created in a format (A) that is designed to prevent the Fonts and Character Information from being extracted from such Electronic Document, (B) in which the Fonts are embedded only to the extent there are Fonts applicable to the characters, symbols and numbers used in the Electronic Document, and (C) that is designed to allow third party recipients of the Electronic Documents (including those who have not rightfully acquired the Fonts) to only display and/or print the Fonts and Character Information embedded in such Electronic Documents in the form in which it was received.

(6) Make Electronic Documents created in accordance with this Section 2 available for use by third parties by displaying, exhibiting and/or Distributing the Electronic Documents, as well as by doing so by outputting said Electronic Documents, including those created pursuant to Section 2(3), on paper or other tangible objects, including (A) printed materials, (B) titles, captions, and flip charts for movies, television programs, video and DVD content, and game software, and (C) seals and stamps. “Distributing” shall mean distributing, assigning, lending and publicly transmitting (including rendering it transmittable), whether with or without consideration.

(7) Use the Fonts only when the Device is connected to the internet.


Upon expiration or termination of the Term, some or all of the Fonts may cease to operate without prior notice.
3. RESTRICTIONS.
Licensee shall only use the Fonts in accordance with the license granted in this Agreement, and shall not conduct any other activities in connection with the Fonts, including without limitation:

(1) Subject to Section 2, allowing a third party to use the Character Information of the Fonts, or to obtain or cause to be obtained Character Information from the Fonts for the purpose of allowing a third party use thereof, irrespective of whether with or without consideration.

(2) Subject to Section 2, producing or causing to be produced the Fonts or other derivative works or their respective data, including by distorting, adapting, altering or otherwise altering the applicable Character Information, irrespective of whether with or without consideration.

(3) Subject to Section 2, providing, transmitting or otherwise Distributing to a third party, irrespective of whether with or without consideration: (A) any data which functions as an alternative of the Fonts and Character Information, or (B) Fonts or other derivative works or their respective data produced by distorting, adapting, altering or otherwise modifying the Fonts.

(4) Installing or embedding the Fonts or data which functions as an alternative of the Fonts in equipment or software other than a Device or Electronic Document.

(5) Installing the Fonts on a device operating as a server on a network or using the Fonts by accessing such server from other devices connected as clients to such server.

(6) Disassembling, decompiling or deciphering the Fonts.

(7) Removing or disabling technological devices pre-installed in the Fonts, disclosing the method for removing or disabling such technological devices, or reproducing, adapting or using the Fonts using the aforementioned methods.

(8) Altering the Fonts or combining the Fonts with other software or documentation except where the Fonts are to be used in accordance with the provisions of this Agreement.

(9) Applying for or registering any trademark, service mark, or design rights in the Fonts, Typeface or Character Information.

4. PROHIBITION OF ASSIGNMENT OF RIGHTS.

Licensee shall not, no matter what the reason, in whole or in part, redistribute, publicly transmit (including the enabling of transmission), loan, rent, pseudo-rent or re-sell (including second-hand sale) the Fonts without the written permission of Morisawa, nor shall Licensee sub-license the right to use the Fonts to a third party, or assign the Fonts or Licensee’s status under this Agreement to a third party or provide them as security.

5. OWNERSHIP OF RIGHTS.

Licensee acknowledges and agrees that proprietary rights, including without limitation any design patent, copyright, or other intellectual and artistic property rights in the Fonts, Typeface, and Character Information, belong to Morisawa or third parties that have granted rights to Morisawa (“Morisawa’s Licensors”), as the case may be. Proprietary rights in derivative works of Fonts, Typeface and Character Information that have an altered weight, style or version produced on the basis of the Fonts, Typeface or Character Information licensed hereunder, whether or not produced lawfully, shall belong to Morisawa or Morisawa’s Licensors, as the case may be. The rights of Licensee shall be limited by Morisawa’s license from the Morisawa’s Licensors where applicable.

6. SCOPE OF WARRANTY.

If the Fonts are seriously defective (not including operating failures originating in specific Devices or third-party software), Morisawa shall, for a period of ninety (90) days from the day Licensee purchased the Fonts, at its own discretion and to the extent of the defect, either offer a repair option, provide assistance in resolving the problem or reimburse the cost of the license to use the Fonts. MORISAWA DOES NOT WARRANT THAT THE QUALITY OR FUNCTIONING OF FONTS CONFORMS WITH ALL OF THE INTENDED USES OF LICENSEE, AND DECISIONS ABOUT THE APPROPRIATENESS OF SELECTION OR APPLICATION OF FONTS AND APPROPRIATE BACK-UP FOR PREVENTING LOSS OF DATA DUE TO FAILURE OF FONTS OR AN APPLICATION THAT USES FONTS SHALL BE THE RESPONSIBILITY OF LICENSEE. THE FONTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MORISAWA, ITS AFFILIATES AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE FONTS, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. MORISAWA DOES NOT WARRANT THAT LICENSEE’S USE OF THE FONTS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.

7. INDEMNIFICATION.

Licensee shall indemnify, defend, and hold harmless Morisawa, its affiliates, agents, directors, officers, employees, consultants or other representatives, from and against any and all claims, damages, losses, costs (including reasonable legal and accounting fees) and other expenses due to, or arising out of, Licensee’s breach of the terms of this Agreement. Morisawa shall provide notice to Licensee of any such claim, suit, or proceeding. Morisawa reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this article. In such case, Licensee shall cooperate with any reasonable requests to assist Morisawa in defense of such matter.

8. MAXIMUM AMOUNT OF DAMAGE COMPENSATION.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL MORISAWA NOR ANY OF ITS AFFILIATES OR AGENTS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM OR RELATING IN ANY WAY TO THE FONTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN CASES WHERE, IRRESPECTIVE OF THE PRETEXT, LICENSEE HAS BEEN CAUSED ANY KIND OF DAMAGE IN RELATION TO USE OF FONTS, THE LIABILITY ASSUMED BY MORISAWA SHALL BE LIMITED TO MONETARY COMPENSATION. THE MAXIMUM AMOUNT OF COMPENSATION BY MORISAWA TO LICENSEE, ON A CUMULATIVE BASIS INCLUDING FOR ANY USER POLICY OR OTHER END-USER LICENSE AGREEMENT LICENSEE MAY HAVE BEEN PRESENTED OR AGREED TO WITH MORISAWA, SHALL BE THE COST ACTUALLY PAID BY LICENSEE FOR THE LICENSE TO USE THE FONTS. NEITHER MORISAWA NOR MORISAWA’S LICENSORS SHALL ASSUME ANY LIABILITY, UNDER ANY CIRCUMSTANCES FOR SECONDARY DAMAGE TO LICENSEE’S PROPERTY BY OR IN RELATION TO THE USE OR INABILITY TO USE FONTS OR DIRECT OR INDIRECT DAMAGE TO BUSINESS OR PSYCHOLOGICAL DAMAGE.

9. RIGHTS OF ADOBE.

Adobe Systems Incorporated, located at 345 Park Avenue, San Jose, CA 95110-2704, United States of America (“Adobe”) is a stakeholder and intended third party beneficiary of this Agreement, and in addition to Morisawa, Adobe shall have the right to enforce any and all obligations of Licensee under this Agreement, in so far as it relates to postscript technology for the Fonts.

10. RESTRICTIONS ON EXPORT.

The Fonts are created with technology produced in the United States of America. The export or re-export in whatever form, therefore, of the Fonts or utilities incidental to the Fonts is restricted by United States federal law.

11. LICENSEES IN GOVERNMENTAL INSTITUTIONS OF THE UNITED STATES OF AMERICA.

The Fonts are “Commercial Items(s)” as defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202‑1 through 227.7202‑4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. If Licensee is licensing the Fonts for acquisition by the U.S. Government or any contractor therefor, Licensee must license consistent with the policies set forth in 48 C.F.R. § 12.212 (for civilian agencies), and 48 C.F.R. § 227.7202‑1 and 227.7202‑4 (for the Department of Defense), and their successors.

12. SUPPORT SERVICES.

Morisawa may provide the support services described in Morisawa’s support services policy for current products (available upon the request of the Licensee by contacting Morisawa’s customer support or by accessing the following website: https://typesquare.com/question/). However, Morisawa’s support services provided to the Licensee shall be provided in the English language only.

13. COMPLIANCE WITH LICENSE.

The Fonts are protected by copyright law, international treaties relating to copyright law and other laws and ordinances. Licensee shall create a secure environment in which to use the software that includes Fonts. With respect to compliance with this Agreement, Licensee shall, when requested by Morisawa, certify within thirty (30) days by providing documents to Morisawa including a written installation status report that the Fonts, Typeface and Character Information are being used in accordance with this Agreement.

14. AUDIT.

If Morisawa reasonably believes that Licensee is in breach of this Agreement, Morisawa may, upon giving reasonable advance notice to Licensee, conduct an audit of the computers, hard discs, CD-ROMs or other back-up media and documents at Licensee’s head office or other place of business, Licensee’s home, or other locations that Morisawa reasonably believes that an audit is necessary to determine whether a breach has occurred, during Licensee’s regular business hours. Even after this Agreement has ended, Licensee shall accept the conducting of an audit where Morisawa has given notice of the aforementioned audit within three years of expiration or termination of this Agreement, even if the audit is scheduled on date after such three-year period has passed.

15. DAMAGES ON DEFAULT.

It should be noted that where, either as a result of the audit pursuant to Section 14 or by disclosure of the installation status of Fonts by Licensee itself, unauthorized reproduction of Fonts are found to exist, Licensee shall pay Morisawa at least the amount paid for each Font license (e.g. Morisawa Font Select Pack 1 licensed in Japan) multiplied by the number unauthorized reproductions of Fonts and the cost of implementing the audit in question. The foregoing calculation method only provides the minimum damage Morisawa is entitled to recover, and shall not be construed as Morisawa's waiver of its right to recover other damages based on the actual damage suffered by Morisawa, which may be pursued by Morisawa at a later date. If Fonts are found to exist or have existed in a Device after termination or expiration of the applicable Font license, it is deemed to be an unauthorized reproduction of Fonts.

16. TERM.

This Agreement shall remain in full force and effect until the usage term of the Fonts, as set forth in the description of the applicable Fonts, expires, or until terminated by Morisawa pursuant to the provision of Article 17 (Termination) or at such time the cost of the license is refunded in accordance with Section 6 (Scope of Warranty) (“Term”). This Agreement shall automatically extend for the same amount of time as the initial Term, subject to the payment of applicable license fees by Licensee, unless Licensee notifies Morisawa of its intent not to renew prior to the expiration of the initial Term.

17. TERMINATION.

Morisawa may terminate this Agreement if Licensee breaches any provision of this Agreement or infringes on Morisawa’s proprietary rights, including any copyright. Licensee may terminate this Agreement if it does not accept the amendments or Supplementary Terms as set forth in Section 20.

18. EFFECT OF TERMINATION.

(1) Expiration or termination of the Term may result in the immediate deactivation and deletion of the Fonts from the Device. Irrespective of the reason of the expiration or the termination of this Agreement, any payments made by Licensee to Morisawa under this Agreement shall be non-refundable to the extent permitted by applicable laws.

(2) Notwithstanding the foregoing, the following provisions shall survive any expiration or termination of this Agreement: Articles 1, 3, 4, 5, 7, 8, 9, 10, 11, 13, 14, 15, 18, 20, 21, 22, 23, 24 and 25.

19. UPDATES AND MODIFICATIONS.

Morisawa may, to ensure that the Fonts are used within the scope of this Agreement, update or modify the Fonts from time to time.

20. AMENDMENTS.

Morisawa may amend the terms and conditions of this Agreement at its own discretion and may also set forth terms and conditions that supplement this Agreement (hereinafter, the “Supplementary Terms”). Amendments to this Agreement and Supplementary Terms shall be posted to the prescribed Morisawa website (URL: http://typesquare.com) seven (7) days prior to such amendments and Supplementary Terms going into effect, provided that such amendments and Supplementary Terms shall be posted thirty (30) days prior to such amendments and Supplementary Terms go into effect if such changes are disadvantageous to the Licensee (such seven (7)-day or thirty (30)-day period, as applicable, the “Acceptance Period”). Morisawa shall notify the Licensee of the updated terms of this Agreement, the effective date, and reason for such amendments by email or other means. If any change to this Agreement is not acceptable to Licensee, Licensee’s sole remedy is to express his or her refusal to such changes, during the Acceptance Period. In case where there is no such refusal during the Acceptance Period, it is deemed that Licensee has consented to such changes of this Agreement.

21. GOVERNING LAW AND JURISDICTION.

The laws of Japan shall govern this Agreement, and where lawsuits pertaining to this Agreement are necessary, the Osaka District Court shall be the court of exclusive jurisdiction in the first instance.

22. ENTIRE AGREEMENT AND NO AMENDMENT.

The terms of this Agreement together with any user policy or end-user license agreement you may have been presented or agreed to with Morisawa, contain the entire agreement between Morisawa and Licensee with respect to the Fonts and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Morisawa and Licensee with respect to the Fonts. Subject to Article 20, this Agreement may not be modified or amended except in writing and if signed by an authorized representative of Morisawa.

23. WAIVER, SEVERABILITY.

Any failure to enforce any provision of the terms of this Agreement will not constitute a waiver thereof or of any other provision hereof. None of the conditions of this Agreement will be considered waived unless such waiver is in writing and approved by Morisawa. No such waiver will be a waiver of any past or future default, breach or modification of any of the conditions of this Agreement unless expressly stipulated in such waiver. If any provision of the terms of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from the terms of this Agreement and will not affect the validity and enforceability of any remaining provision.

24. INTERPRETATION.

The headings in this Agreement are solely for convenience of reference and will not affect its interpretation. Unless the context otherwise requires, the singular includes the plural, and the plural includes the singular. Unless otherwise specifically stated, references to Article and Sections refer to sections in the main body of this Agreement and the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph. The words “include, “includes,” “including” and derivative forms of them will be deemed followed by the phrase “without limitation” regardless of whether such phrase appears there (and with no implication being drawn from its inconsistent inclusion or non-inclusion). Any ambiguities in this Agreement will not be strictly construed against Morisawa but will be resolved by applying the most reasonable interpretation under the circumstances. This Agreement will not be construed against Morisawa by reason of its preparation.

25. NOTICE.

Except as otherwise indicated, any notice, request, demand or other communication required or permitted hereunder must be in writing and reference this Agreement, and will be deemed to be properly given: (a) when delivered personally; (b) when sent by facsimile, with written confirmation of receipt by the sending facsimile machine; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt. All notices shall be sent to Morisawa at the following address:

795 Folsom Street 1st Floor San Francisco CA USA 94107