Monotype Secure

Terms & Conditions

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

Any additional or inconsistent terms issued by you, including any terms and conditions set forth on a purchase order provided by you or by a third party on your behalf, will not bind Monotype unless Monotype gives its express agreement in writing. Monotype may update or modify these Terms from time to time. If such modification materially reduces your rights under these Terms, Monotype will notify you of such change by email or notice within the Monotype Secure Platform and such modified Terms will go into effect at the beginning of the month following such notice. If you do not agree to be bound by the modified Terms, you must cancel your subscription at the end of the then-current month.

1. DEFINITIONS.

Account - Your administrative account located at https://dashboard.monotypesecure.com/login.

Agreement - These Monotype Secure Terms and Conditions, together with the subscription parameters outlined in your Invoice.

Effective Date - The date that these Monotype Secure Terms and Conditions are agreed to by you.

Licensed User - Your employee or contractor that has been granted access to the Monotype Secure Platform, subject to the limit set forth in your Invoice.

Monotype - Monotype Secure, LLC, a Delaware Limited Liability Company, having its main place of business at 600 Unicorn Park Dr, Woburn, MA 01801, USA.

Monotype Secure Platform - Monotype’s platform, made available to Licensed Users from which Licensed Users may access and use the functionality made available to them on the Monotype Secure Platform.

Subscription Term - The length of time for which your subscription will be in place, as indicated in your Account.

Takedown Request - A request submitted to an internet service provider (ISP), website owner, or search engine to remove or disable access to content, data or other material that is believed to infringe intellectual property rights.

2. RIGHTS AND RESPONSIBILITIES.

You are licensing access to the Monotype Secure Platform. All rights not expressly granted in these Terms are reserved to Monotype. The rights set forth in this Section 2 may be exercised on your behalf by Licensed Users, 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 Monotype Secure Platform through your Account.

A. Monotype Secure Platform.

Monotype grants you a non-exclusive, non-transferable right to allow your Licensed Users to access the Monotype Secure Platform and use the functionality made available to you by Monotype on the Monotype Secure Platform. Such use is subject to the parameters set forth in your Account which may include pricing tiers and other usage-based options you purchase, and you may only use the Monotype Secure Platform during the Subscription Term set forth in your Account.
Monotype will make available access to the Monotype Secure Platform via delivery of access credentials to the Primary Licensed User listed on the Invoice. Such access credentials will allow the Primary Licensed User to create an Account. Through the Account, the Primary Licensed User can invite the number of Licensed Users licensed by you under this Agreement to access and use the Monotype Secure Platform in conformance with the terms of this Agreement. Monotype’s delivery obligations for access to the Monotype Secure Platform shall be complete upon sending access credentials to the Monotype Secure Platform to your Primary Licensed User.
Using the Monotype Secure Platform requires each Licensed 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 the Monotype Secure Platform or use of your Account.

B. Online Brand Protection. You may use the Monotype Secure Platform to:

Your Responsibilities - In order to enable Monotype to detect possible instances of phishing with the Monotype Secure Platform, you must first include certain technology in your websites, which will be provided to you by Monotype during onboarding.
Your Rights - You may use the Monotype Secure Platform to:
1. Detect and display possible instances of phishing, such as duplicates of your website(s), potential instances of copyright infringement or brand impersonation in Outside Content.
2. Mark such instances to ignore or pursue a Takedown Request.
3. Initiate a Takedown Request of identified instances to network providers.
  - If a Takedown Request is initiated by you, such request will be submitted on your behalf through a third party If a Takedown Requests is initiated by you, such request will be submitted by Monotype on your behalf through a third party service provider to the applicable source platform. You must grant to Monotype and its third party service providers, for the Subscription Term and any renewal thereof, a limited, revocable appointment to submit Takedown Requests on your behalf and agree provide written authorization upon Monotype’s request that Monotype or its third party service provider can share with the applicable source platform to confirm its authority to submit such Takedown Requests. Each Takedown Request will also be subject to the terms of the third party service provider and such terms will be presented to you for review and acceptance when you initiate your first Takedown Request in the Monotype Secure Platform.
  - You acknowledge and agree that Monotype and its third party service providers do not and cannot control the processing of Takedown Requests by source platforms. The source platform ultimately determines whether to process a Takedown Request in its sole discretion, thus Monotype does not guarantee success of any Takedown Request or provide legal advice with respect to whether a source platform will agree to process a Takedown Tequest.
  - Your Account will indicate the number of Takedown Requests included with your subscription. If you wish to initiate additional Takedown Requests, each will be subject to an additional fee.
  - You are responsible for your determination of whether a website identified by the Monotype Secure Platform constitutes phishing and you will remain liable for your own decision to initiate a Takedown Request. Monotype is not responsible for the presentation of legitimate websites that occur through the Monotype Secure Platform and disclaims all liability for the choices you make in deciding which websties to ignore and which you decide to pursue for takedown.
Monotype Content - As part of your use of the Monotype Secure Platform, you will be provided with, or given access to, proprietary content and data that is created by Monotype or generated by the Monotype Secure Platform which includes information such as suspicious URLs and domains, information about phishing campaigns, and other proprietary threat intelligence (collectively, “Monotype Content”). Monotype grants you a limited, non-exclusive, and non-transferable right during the Subscription Term to access and use the Monotype Content for your internal business purposes solely as part of your use of the Monotype Secure Platform.
Outside Content - When using Monotype’s Online Brand Protection product, you will be presented with content sourced from outside websites, applications, platforms or other material (collectively, “Outside Content”). You acknowledge that Monotype does not endorse and is not responsible and/or liable for the behavior, features, or content of any Outside Content. Outside Content may be subject to intellectual property, privacy, or publicity rights and may be defamatory, obscene, abusive, contain malicious code, and/or otherwise be objectionable. Monotype has no support obligations with respect to such Outside Content or its source. If you use or visit the source of any Outside Content, you do so at your own risk and such visit and use is governed by the privacy notices, terms of use, policies and licenses of the source of such Outside Content.

3. RESTRICTIONS. You may not:

Reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Monotype Secure Platform (except to the extent such restriction is limited under applicable law).
Access or use the Monotype Secure Platform or any information contained therein for purposes of competitive analysis or the development, provision or use of competing products or services.
Remove, obscure or alter any proprietary notice related to the Monotype Secure Platform.
Use the Platform to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
Use or permit others to use the Monotype Secure Platform other than as described in this Agreement, or for any unlawful purpose, including for the purpose of initiating Takedown Requests for legitimate websites.

4. PAYMENTS.

You shall pay Monotype the amounts specified in your Account as set forth therein. All fees are payable in U.S. dollars. Payment will be immediate upon signup for the service. The fee will be billed monthly each period there after at the outset of the renewal period to the credit card on file. Failure to pay will result in interruption to the service.

5. TERM AND TERMINATION.

Your Subscription Term shall automatically renew for additional periods of the same length as the original Subscription Term, unless either party provides written notice of termination at least thirty (30) days prior to the expiration of the then current Subscription Term.

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

6. WARRANTY DISCLAIMER.

THE MONOTYPE SECURE PLATFORM AND INFORMATION OR SERVICES PROVIDED THEREFROM ARE PROVIDED AS-IS. ALL WARRANTIES WITH REGARD TO THE MONOTYPE SECURE PLATFORM OR OTHERWISE RELATING TO THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE EXCLUDED. MONOTYPE DOES NOT WARRANT THAT THE MONOTYPE SECURE PLATFORM IS FREE FROM ALL BUGS, ERRORS OR OMISSIONS.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL MONOTYPE, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR: (1) TO THE EXTENT PERMITTED BY LAW, 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 MONOTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR OBLIGATIONS.
IN NO EVENT WILL MONOTYPE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PARTY IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT IN AN AMOUNT EXCEEDING THE FEES PAID BY YOU TO MONOTYPE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

8. MISCELLANEOUS.

Export - You agree that you will not use the Monotype Secure Platform in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.
Intellectual & Industrial Property Rights
- You agree that Monotype and or/its licensors own all right, title and interest in and to the Monotype Secure Platform, its structure, organization, code, and related files, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights.
- You agree that the Monotype Secure Platform, its structure, organization, code, and related files are valuable property of Monotype and/or its licensors and that any intentional or negligent use of the Monotype Secure Platform not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
- All rights in and to the Monotype Secure Platform, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions.
Privacy - All personal data contained in your Account will be collected and held in compliance with applicable privacy laws.
Feedback - You may may, from time to time, provide Monotype with ideas, suggestions, feedback, recommendations or improvements pertaining to its products and services. Monotype may use any such information for any purpose without acknowledgement or compensation; provided, however, you will not be identified publicly as the source.
Entire Agreement; Partial Nullity; Good Faith Obligations - This Agreement constitutes the entire agreement between the parties hereto with respect to license of the Monotype Secure Platform. 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.
Notices - All notices shall be in writing, sent to the applicable address below, and signed by or on behalf of the party sending it. All notices sent to Monotype shall also be copied to [email protected]. Notices shall be deemed to have been received within forty-eight (48) hours of posting if sent by regular mail.

Monotype: 600 Unicorn Park Drive, Woburn, MA 01801, Attn: General Counsel.
Customer: The address provided upon purchase, or as thereafter updated in your Account, with attention to your customary point of contact.
Assignment - Your rights and 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.
Governing Law; Jurisdiction - This Agreement is governed by the laws of the Commonwealth 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 this Agreement. Both you and Monotype 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 on Contracts for the International Sale of Goods, the application of which is expressly excluded.