TypeSquare Desktop Manager End User License Agreement

This TypeSquare Desktop Manager 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 CLICKING THE “CONTINUE” BUTTON LOCATED ON THIS PAGE THEN THE “AGREE” BUTTON ON THE POP-UP WINDOW, OR BY CHECKING THE “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT,” 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 SOFTWARE.   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 using the Software, 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 use the Software.  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 Software, including all financial charges and legal liability that such child may incur in connection with the use of the Software.
1. DEFINITIONS.
The terms used herein shall be defined as set forth below.

(1)Software
“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 Desktop Fonts on a Device. The Software is also provided on the following website in Japan: https://bizplus.typesquare.com. The Software also includes any updated versions and new versions of Software.

(2)Desktop Fonts
“Desktop Fonts” shall mean the digital software data and programs that process a typeface into a format that allows the Desktop Fonts to be displayed on a device, which may be acquired by Licensee on the TypeSquare website (URL: http://typesquare.com) and any successor or country-specific sites. The Desktop Fonts may also to be acquired by Licensee on the following website in Japan: https://bizplus.typesquare.com. The Desktop Fonts also include any updated versions and new versions of the Desktop Fonts.

(3)Device
“Device” shall mean a computer equipped with a memory unit on which Software will be installed.

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 Software on a Device owned by Licensee or that is available only to Licensee under a lease agreement or rental agreement.

(2) Use the Software, on no more than one (1) Device at the same time, only for the purpose of using the Desktop Font pursuant to the Desktop Font End User License Agreement which is to be concluded, or has been concluded, separately between Morisawa and Licensee.


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 Software in accordance with the license granted in this Agreement, and shall not conduct any other activities in accordance with the Software, including without limitation:

(1) Installing or embedding the Software or data which functions as an alternative of the Software in equipment or software other than a Device.

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

(3) Disassembling, decompiling, or deciphering the Software.

(4) Altering the Software or combining the Software with other software or documentation except where the Software is to be used in accordance with the provisions of this Agreement.

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 Software without the written permission of Morisawa, nor shall Licensee sub-license the right to use the Software to a third party, or assign the Software 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 Software, 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 the Software, 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. NO WARRANTY.

MORISAWA DOES NOT WARRANT THAT THE QUALITY OR FUNCTIONING OF THE SOFTWARE CONFORMS WITH ALL OF THE INTENDED USES OF LICENSEE, AND DECISIONS ABOUT THE APPROPRIATENESS OF SELECTION OR APPLICATION OF THE SOFTWARE AND APPROPRIATE BACK-UP FOR PREVENTING LOSS OF DATA DUE TO FAILURE OF THE SOFTWARE OR AN APPLICATION THAT USES THE SOFTWARE SHALL BE THE RESPONSIBILITY OF LICENSEE.  THE SOFTWARE IS 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 SOFTWARE, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSES, 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 SOFTWARE 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 SOFTWARE, 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 SOFTWARE, 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 SOFTWARE.  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 THE SOFTWARE OR DIRECT OR INDIRECT DAMAGE TO BUSINESS OR PSYCHOLOGICAL DAMAGE.

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

The Software is a “Commercial Items” 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. § 227.72021 through 227.72024, 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 Software 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. § 227.72021 and 227.72024 (for the Department of Defense), and their successors.

10. SUPPORT SERVICES.

Morisawa may provide the support services described in Morisawa’s support services policy for current products. The policy is available upon the request of the Licensee by contacting Morisawa’s customer support or by accessing the following websites: (1) https://typesquare.com/question, (2) https://support.bizplus.typesquare.com (available only in Japan)

11. COMPLIANCE WITH LICENSE.

The Software is 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.  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 Software are being used in accordance with this Agreement.

12. 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.

13. TERM.

This Agreement shall be effective from the time that Licensee installs the Software on a Device until Licensee uninstalls the Software from such Device, irrespective of the reason (“Term”).

14. TERMINATION.

Morisawa may terminate this Agreement if Licensee breaches any provisions 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 17.

15. EFFECT OF TERMINATION.

(1) Expiration or termination of the Term may result in the immediate deactivation or deletion of the Software from the Device.

(2) Notwithstanding the foregoing, the following provisions shall survive any expiration or termination of this Agreement: Articles 1, 3, 4, 5, 6, 7, 8, 11, 12, 15, 17, 18,19, 20 and 21.

16. UPDATES AND MODIFICATIONS.

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

17. 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) (in Japan, including the following website: https://bizplus.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.

18. 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.

19. 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 Software and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Morisawa and Licensee with respect to the Software.  Subject to Article 17, this Agreement may not be modified or amended except in writing and if signed by an authorized representative of Morisawa.

20. 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.

21. 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.