Last Updated: May 7, 2012. Replaces March 11, 2012 version in its entirety.
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1. Free Font Service
Adobe makes a Free Font Service and certain fonts available to you for adding to your website (collectively, the “Free Font Service”). Adobe hereby grants to you a personal, non-transferrable, non-exclusive, limited right and license to use the Free Font Service, subject to the following terms and conditions.
(a) If you are a Reseller Platform (defined in Section 2.1 below) using only the “Free Font Service,” you need only give Adobe prior written notice in the form of an email containing your name and that of your Reseller Platform, with the subject line, “Reseller Platform Notification” to: firstname.lastname@example.org;
(b) You have read Section 4.2 “Support” below;
(c) You have read Section 4.3 “Termination” below.
2. Base Terms
(a) “Agency” means an individual or commercial business (whether for-profit or non-profit, and regardless of corporate form, e.g., corporation, sole proprietorship, LLC, etc.) that provides web or graphic design, advertising, marketing or similar services to customers or clients and which services include creating and/or maintaining a Registered Website.
(b) “Customer Fonts” means the fonts and/or font families licensed by you from a third party for your use in the Service pursuant to this Agreement.
(c) “Licensed Content” means the Licensed Fonts, Licensed Software and the Service API and API tokens.
(d) “Licensed Fonts” means the fonts and/or font families that Adobe licenses to you through the Service pursuant to this Agreement.
(e) “Licensed Software” means the software files containing the Licensed Fonts and any scripts or other code provided by Adobe to enable you to receive the Service.
(f) “Registered Website” means any websites or web pages you design, develop and create that access, use, and/or display the Service or Licensed Content.
(g) “Reseller Platform” is any service that allows its customers or clients to choose fonts for websites or other products that it provides on their behalf (e.g., blogging platforms, social network profiles, custom merchandise-generating applications, etc.).
(h) “Service” means the Typekit Service, including all Licensed Content made available by and through the Typekit Service, as well as any other content or features added to enhance or augment the Typekit Service.
(i) “Service API” means any application interface(s), or any other API, provided by Adobe which gives you programmatic access to the functionality of the Service and allows you to create, configure, modify and publish kits and fetch metadata about the fonts in the Service font library.
2.2 Your Relationship with the Service.
Capitalized terms not defined here have the same meaning as defined in the General Terms. In the event of any inconsistency between these Additional Terms and the General Terms, these Additional Terms shall control with respect to the Service.
2.3 Description of Service.
The Service offers an array of free and commercial fonts, and font hosting services. Depending on the level of Service or subscription plan you select, the categories of Licensed Content available for your use may vary.
2.4 Subscription Plans and Fees.
(a) Service subscription plan descriptions and fee schedules are available at http://typekit.com/plans. Service subscription fees are billed in advance on a recurring basis and are non-refundable.
(b) Free Plan subscriptions to the Service requires creation of an Account (different from the Free Font Service which does not require an Account) and neither the Free Plan subscription, nor use of the Free Font Service, require payment of monthly or annual subscription fees. You are not required to provide a credit card number with a Free Plan subscription Account, however, a valid credit card is required for paying subscription Accounts.
(c) Personal, Portfolio and Performance are pre-paid annual subscription plans that include a 30-day free/trial. If you select one of these plans and later cancel your Account within the 30 day free/trial period, your credit card will not be charged. Business, Enterprise, and other pre-paid plans do not include a free/trial period and will be billed immediately upon subscription sign up.
(d) In the event that your credit card cannot be charged when payment is due, Adobe may attempt to notify you. If you do not respond to provide us with updated credit card information in a timely manner, Adobe reserves the right to suspend your access to the Service.
(e) Each level of the Service and subscription plans includes limitations to the volume of usage. These usage limitations are listed on your Account page. If your usage of the Service exceeds the limit for your plan, Adobe may use commercially reasonable efforts to notify you and request that you upgrade. If the Account is not upgraded in a timely manner, Adobe reserves the right to charge for overage, upgrade the Account, or suspend your access to features of the Service until the Account is paid in full.
(f) All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
(g) Service subscription plan fees or prices, or any portion thereof, are subject to change upon 30 days’ notice posted on http://www.typekit.com.
2.5 Paying for your subscription, upgrading, or downgrading.
(a) If you subscribe to a paying subscription plan, you agree to pay for the Service promptly and in advance of receiving access to the Service. If upon 30 days’ notice Adobe changes subscription fees or prices, any subsequent paid use of the Service, Licensed Fonts or Licensed Content by you shall constitute your acceptance of such changes.
(b) If you are subscribed to a Free Plan subscription to the Service, or are using the Free Font Service, you understand that some Licensed Content and other Service offerings accessible by you may migrate to a paid subscription at some point in the future. As a result, you may be required to upgrade or change subscription selections in order to continue receiving access to such Licensed Content and/or Service offerings.
(c) An upgrade from a Free Plan subscription, or an upgrade or downgrade from one paid subscription plan or free/trial subscription period to another paid subscription plan, will end your existing free or trial period and you will be billed immediately upon upgrading and the credit card you provided will automatically be charged the new rate.
(d) Downgrading your subscription may cause the loss of features or capacity of your Account. Adobe does not accept any liability for such loss.
3. Your Rights, Obligations and Restrictions
3.1 Use of the Service and Licensed Content by you.
(a) Upon access, use, and/or registration with the Service (including Service APIs and API tokens) or selection of a subscription plan (and payment of subscription plan fees if applicable), Adobe will make certain categories of Licensed Content available for your use in the design and development of a Registered Website, subject to the following conditions:
(b) You may use the Service and any Licensed Content made available to you only on a Registered Website as permitted by these Additional Terms and only for as long as you maintain an uninterrupted paid subscription, or otherwise as permitted by these Additional Terms.
(c) If permitted by your subscription plan, you may embed a link to selected Licensed Fonts within a Registered Website via encoding, but not via download of any files. You may not embed or otherwise incorporate any part of the Licensed Content into any document or medium other than the Registered Website without the prior written consent of Adobe, such consent not to be unreasonably withheld, and you may not further distribute or sub-license any part of the Licensed Content to any third party.
(d) The Licensed Content you design (through an online feed, embedded link, Service API, or other script-based type of service) into the Registered Website will be viewable by you, and third parties that visit the Registered Website, for as long as you maintain an uninterrupted paid subscription, or otherwise until the expiration or termination of your subscription.
(e) Free Plan subscriptions and the Free Font Service may include content with a link-back badge that is automatically added to any page loading the Service, or other logo or brand element guidelines or display requirements. Removal or obfuscation of any required Badge linking back to the Service is prohibited and you agree to use and display any required brand elements, and to follow any related guidelines, as provided to you.
(f) You shall reproduce all proprietary notices, including patent, copyright and trademark notices, exactly as provided on all permitted copies of the Licensed Content.
Upon reasonable notice, Adobe may request records relevant to your compliance with these Additional Terms and you agree to provide such records to Adobe within thirty (30) days of receipt of our request.
3.2 Reselling the Service.
(a) If you are an Agency (as defined in Section 2.1 above), you have a limited right to resell the Service, however Adobe may place limits on the number of Registered Websites that may be registered by an Agency, or the scope of services provided to such Agency.
(b) If you are a Reseller Platform (as defined in Section 2.1 above), you agree that you will not use any portion of the Service (including any Licensed Content or Service API) without express prior written permission from Adobe, provided however, if you are a Reseller Platform using only the “Free Font Service,” you need only give prior written notice to Adobe in the form of an email containing your name and that of your Reseller Platform, with the subject line, “Reseller Platform Notification” sent to: email@example.com.
(c) Reseller Platforms will use the Service (including any Licensed Content or Service API, or the Free Font Service) as permitted by law, including without limitation import or export of data or software, local laws, and data protection and privacy laws and rules applicable to personal or personally identifiable information.
3.3 Use of the Service and License Content by publishers or owners of Registered Websites you create.
Publishers or owners of the Registered Website(s) you create may continue to use the Licensed Content you designed into the Registered Website provided that each such owner executes a separate subscription plan or other agreement with Adobe for the Service and Licensed Content and pays the applicable fees.
3.4 Restrictions and Limitations on your use of the Service.
You acknowledge and agree that the Service contains information that is proprietary and confidential to Adobe and/or its third party font and content licensors (“Licensors”) and, as between you and Adobe, Adobe and/or its Licensors own all right, title and interest in and to the Service and the Licensed Content (excluding fonts owned or independently licensed for web-usage by you), including without limitation all Intellectual Property Rights, ideas, processes, methods, know-how, formulae, code, graphics, textual material, works of authorship, designs, trade dress, related in any way to the Service and Licensed Content, and any derivatives or improvements upon any of the foregoing.
3.5 Rights you grant for content you make available through the Service. Section 3.5 hereby supplements Section 9.5 (“Your Content”) of the General Terms with respect to the Service.
You may have occasion to provide Customer Fonts to Adobe for hosting, or to make Your Content, including comments, reviews and ratings, feedback, bug reports, piracy reports, product suggestions, user names, and the like, available to Adobe through, using, or in connection with, the Service, Licensed Content, or other Adobe website. While Adobe does not claim ownership of Your Content or Customer Fonts, we need certain rights from you in order to respond to your requests and to facilitate use of the Service by you and others. Therefore;
(a) With respect to Your Content, you hereby grant to Adobe (and to users of the Service for Your Content made publicly accessible through the Service), a worldwide, nonexclusive, transferable, royalty-free and fully paid up license under all Intellectual Property Rights to access, use, reproduce, publish, publicly display, publicly perform, adapt, translate and distribute Your Content, with or without attribution to you, in any format or medium, and for any purpose, with full rights to sublicense such rights through multiple tiers of distribution.
(b) With respect to Customer Fonts you provide to Adobe for hosting, you hereby grant to Adobe a worldwide, nonexclusive, transferable, royalty-free and fully paid up license to copy, edit, adapt, translate, reformat, transmit and distribute the Customer Fonts, including a nonexclusive, sublicenseable right and license to all Intellectual Property Rights in and to the Customer Fonts and the designs embodied therein, necessary to modify, segment, subset, and convert the Customer Fonts to multiple formats so that they may be used, reproduced, displayed, published, hosted and distributed by Adobe through the Service in connection with a Registered Website.
(c) While you retain rights to Customer Fonts you provide to Adobe for hosting, you acknowledge and agree that all customizations to the Customer Fonts shall be owned by Adobe. For the avoidance of doubt, Adobe shall own all Intellectual Property Rights that are embedded in modifications and other work done to convert the Customer Fonts to multiple formats so that they may be used, reproduced, displayed, published and distributed through the Service in multiple environments.
(d) Notwithstanding the foregoing, you acknowledge and agree that Adobe is free to use any ideas, concepts, know-how or techniques you provide to Adobe, for any purpose, without any compensation to you and Adobe may promote the fact that you are an Adobe customer in its promotional materials and on its website(s).
(e) You represent and warrant that you have not entered into any agreements or other arrangements that would prevent you from granting the rights granted in this Section.
4. Adobe Rights and Obligations
4.1 Delivery of Service. Adobe makes commercially reasonable efforts to make the Service and access to the Licensed Content available. However, there will be occasions when the Service and/or access to Licensed Content will be interrupted for maintenance, upgrades and repairs, or as a result of any failure of telecommunications links and equipment that are beyond the control of Adobe. Adobe will take reasonable steps to minimize such disruption where it is within the reasonable control of Adobe.
4.2 Support. Technical support is only provided to paying Account holders in accordance with the Account, subscription plan, or level of service subscribed. In connection with providing technical support, Adobe may need to communicate with you or your staff and request access to your systems or networks. If you do not provide Adobe with such cooperation and access, it may limit the scope of support we can provide to you.
(a) You acknowledge and agree that your right and license to use certain Licensed Content and to incorporate the Licensed Content into a Registered Website are sub-licenses granted to you by Adobe, as a licensee of various Licensors, and further, that your rights to such Licensed Content are dependent upon the continued enforceability and applicability of any agreements between Adobe and its Licensors. Should the relevant agreements between Adobe and its Licensors expire or terminate, you understand you may no longer have the right to use such Licensors’ Licensed Content in any way that is different than was used prior to such agreement expiration or termination.
(b) Adobe reserves the right at any time, from time to time and for any reason, with or without notice, to temporarily or permanently limit, modify, suspend or discontinue the Service or prices (or any part thereof), or your access to the Service or any Licensed Content, or Service API, and Adobe shall not be liable to you or to any third party for any such limitation, modification, suspension or discontinuation of the Service, Licensed Content, or your access thereto.
(c) Adobe may suspend or terminate your Account and right to use the Service and/or Licensed Content if at any time you violate these Additional Terms, fail to maintain a valid Account in good standing, or fail to pay any required subscription plan fees.
(d) Adobe, in its sole discretion, may temporarily or permanently suspend your Account’s access to Service APIs if Adobe determines instances of abuse, excessively frequent requests to the Service, or other excessive usage via a Service API.
(e) Any attempt to interfere with the operation of the Service or Licensed Content in any way may carry criminal penalties and be subject to investigation and prosecution.
4.4 Cancellation and Refunds.
(a) If you wish to cancel your Service Account you are responsible for doing so properly. You may cancel your Service Account at any time by signing-in to your Account profile and clicking on the no-questions-asked “cancel my account” cancellation link. An email or phone request to cancel your Account is not considered cancellation.
(b) If you are a paid month-to-month subscriber and you cancel your Account (and/or subscription plan) before your next payment due-date, then your cancellation will take effect immediately and you will not be charged again.
(c) There will be no refunds for cancellation, upgrade, or downgrade of pre-paid subscriptions. In order to treat everyone equally, no exceptions will be made to the Service refund and/or cancellation policy.
4.5 Effect of Termination or Cancellation.
(a) Upon termination of your Account, whether by you, or by Adobe due to a breach by you of these Additional Terms, Adobe will close your Account without further notice.
(b) Termination or cancellation of your Account, or of your use or access to the Service, will result in the immediate deactivation or deletion of your Account and the forfeiture and deletion of all content in your Account, including your entire Service configuration and website design data, and once deleted, this information cannot be recovered or retrieved.
(c) Upon the termination or expiration of your Account or subscription, your obligation to pay all sums due to Adobe shall be accelerated and the same shall become immediately due and payable.
5. Business Plans
5.1 Service Level Agreement. The terms and conditions of this Service Level Agreement (“SLA”) Section apply separately to each Service Business plan Account:
(i) “Service Availability” is defined as that time that the Service is capable of receiving, processing, and responding to requests (calculated as a percentage by dividing the number of minutes the Service is available during a given calendar month by the number of total minutes in the given calendar month), as measured on a monthly basis by the Pingdom monitoring service, and excluding in all cases Scheduled Maintenance and Force Majeure.
(ii) “Scheduled Maintenance” is defined as any period of maintenance performed during Adobe’s standard maintenance windows and any other maintenance for which Adobe provides advance notice. Adobe may perform maintenance on some or all of the Service in order to upgrade hardware or software that operates or supports the Service, implement security measures, or address any other issues it deems appropriate for the continued operation of the Service.
(iii) “Force Majeure” is defined as acts of God, terrorism, labor action, fire, flood, earthquake, governmental acts, orders or restrictions, denial of service attacks, and other malicious conduct, utility failures, or any other cause of Service unavailability that was beyond Adobe’s reasonable control.
(b) Service Availability Objective. Adobe will make reasonable efforts to ensure the Service is operational, with a Service Availability of at least 99.9% of the time as measured on a monthly basis (the, “Service Availability Objective”).
(c) Service Availability Guarantee.(i) In the event the Service Availability Objective was not met in the given month, and provided you otherwise continue to meet your obligations under these Additional Terms, then for each day in such month that the duration of the Service unavailability event exceeds four (4) continuous hours, you are entitled to receive a one (1) day Service credit, subject to the requirements of this Section 5.1, applied to your Account at the conclusion of the then-current Service subscription term.
(ii)For the purposes of calculating the Service Availability Objective, Adobe will only consider the Service “unavailable” if you opened a trouble or issue ticket with the Service support team within three (3) business days of the Service unavailability event.
(iii) To obtain a credit for Adobe’s failure to meet the Service Availability Objective, you must request such credit in writing no later than the calendar month following the month of the Service unavailability event giving rise to your credit request.
(iv) In the event of a conflict between the data in your records and Adobe’s records, the data in Adobe’s records will prevail.
(v) The Service credit offered in this Section shall be your sole and exclusive remedy for any failure of the Service or any failure of Adobe to meet the Service Availability Objective. Any unused Service credits shall expire upon termination of the Service or your subscription plan agreement.
(d) Refund Request Procedures. To report a Service unavailability event, outage or other problems, send a message to the email address for Service support that was provided with your particular subscription plan, or send an email to: firstname.lastname@example.org. Your message should provide a description of the issue and specify the date and period of the outage or unavailability, and can include the url to the relevant Pingdom website monitoring report, if available.
6. Enterprise Plans
6.1 Indemnification. Adobe represents, warrants and covenants that, to the best of its knowledge (a) it owns or has rights to the Licensed Fonts, Licensed Content and any other fonts and content in connection with the Service, and (b) the grant of license and provision of the Service hereunder does not (i) breach any third party agreement; (ii) infringe the Intellectual Property Rights or proprietary rights, or rights of publicity or privacy of any third party; (iii) violate any applicable law, statute, ordinance or regulation; or (iv) result in the dissemination of any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
6.2 VIP Support. Adobe will provide Enterprise level VIP support, which includes priority handling of issues during business hours, via email or telephone.
6.3 Publicity. Adobe will not promote the fact that you are an Adobe customer in its promotional materials or on its website(s) without your prior approval.