MNUMNTL Developer License Agreement
MNUMNTL Developer License Agreement
Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the MNUMNTL.dev website and related content. By downloading or using MNUMNTL Asset Packs or any related content, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use our products or any related content.
Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 22.
1. License Grant
MNUMNTL grants you a non-exclusive, non-transferable, non-sub-licensable (except as described in this Agreement) license to use, reproduce, display, perform, and modify the Licensed Technology for any lawful purpose (the “License”). However, the rights that MNUMNTL grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.
The License becomes effective on the date you accept this Agreement or download the MNUMNTL Asset Pack or any Content from the MNUMNTL.dev website. The License does not grant you any title or ownership in the Asset Pack data, recorded music, sound effects, artwork or website Content.
A) Allowed forms of Distribution and Sub-licensing
There is no restriction on your Distribution of an Interactive Media Product made using our Asset Pack(s) as long as it does not include any raw audio (.wav, MP3 etc) or any Asset Pack Content distributed in uncooked source format (in each case, including as modified by you under the License) and does not require any Asset Pack (including as modified by you under the License) to run (“Unrestricted Products”). For clarity, the foregoing does not constitute a license under any patents, copyrights, trademarks, trade secrets or other intellectual property rights, whether by implication, estoppel or otherwise.
You may only Distribute the MNUMNTL Asset Pack(s) and Content as follows:
a. Distribution to end users – You may Distribute the MNUMNTL Asset Pack(s) incorporated in object code format only as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Asset Pack. The Product may not contain any Asset Pack content in uncooked (raw) source format. Example – stand alone audio files from MNUMNTL Asset Pack’s that are not embedded in game code are not allowed to be redistributed, performed or sold separately under this ‘Developer License’. Such use will be a breach of this agreement and treated as a copyright infringement.
b. Distributions to employees and contractors – You may Distribute MNUMNTL Content to a Licensee who is your employee or your contractor who does not have rights under their license to the same Content, but only to permit that user to utilise that Content in good faith to develop a Product on your behalf for Distribution by you under the License, and not for the purpose of Content pooling or any other Distribution or sub-licensing of Content that is not permitted under this Agreement. Recipients of such a Distribution have a limited license to use, reproduce, display, perform, and modify that Content to develop your Product as outlined above, and for no other purpose.
When you generate revenue from a Product or Distribute it to end users, you must provide MNUMNTL with advance notification at MNUMNTL.dev/release, as early as reasonably possible, including the name of the Product, the format of distribution, unique Product I.D (where applicable), and the distribution channel(s).
B) General Restrictions
You may not engage in any activity with respect to the Asset Pack(s) or Content (1) in violation of any applicable law or regulation; (2) in which theAsset Pack is rented or leased; (3) that misappropriates any of MNUMNTL’s other products or services; (4) in support of a claim by you or any third party that the Asset Pack infringes a patent. You also may not sell or grant a security interest in the MNUMNTL Asset Pack(s) or Content.
2. User License
The Asset Pack is licensed to you for use by a single User. The User may store the Asset Pack on any of the User’s computers, but the Asset Pack cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above.
In order to access and download the Asset Pack and Content, you must purchase via our website store or affiliates. If you set up an Account on MNUMNTL.dev, you may not share or allow others to use your Account. You are responsible for the security of your Account. For questions regarding your Account, please go to MNUMNTL/help.
Under the License, the User may use the Licensed Technology for as long as you comply with this Agreement. If you are a legal entity, references to “you” in this agreement also apply to the User in all cases. You are responsible for the User’s compliance with this Agreement.
3. New Versions and Content
During the term of your License, you will be entitled to access future Versions of the Asset Pack and new Content that MNUMNTL chooses to make available to you. MNUMNTL does not have any obligation to make new Versions of the Asset Pack or new Content available. Nor does MNUMNTL have any obligation to continue to make available for access or download any or all Versions of the Asset Pack or Content. However, any Versions of the Asset Pack and Content that MNUMNTL has made available to you, and for which you have accepted any applicable amendment to this Agreement as described in Section 22, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).
4. Royalty Free Use Period
You, the single User of this purchased Asset Pack, are legally entitled to develop an unlimited number of interactive digital media products that include this purchased Licensed Technology and bring these products to market (with any Asset Pack data coded as embedded audio) to make available for purchase by end users and customers. No additional payment is due to MNUMNTL until a threshold of 20,000 total units have been sold, downloaded, installed or otherwise distributed to as many end users in total worldwide. For clarity, this threshold cap is for total sales on one product – if you have developed two unrelated products that contain the same MNUMNTL Asset Pack that have each sold 10,000 units (in total 20,000), there will be no royalty due until one of the products has exceed 20,000 unit sales and/or distributions. The royalty is only payable on all following sales from this point, and not the existing 20,000 units.
5. Royalty
Following the royalty free period as outlined above in section 4, once your Product exceeds the sales threshold of 20,000 (twenty thousand) units (in total across all stores and distribution channels worldwide), you agree to pay MNUMNTL a royalty equal to 5% of all worldwide gross revenue actually attributable to that Product, regardless of whether that revenue is received by you or any other person or legal entity, as follows:
a. Gross revenue resulting from any and all sales of a Product to end users through any and all media, including but not limited to digital and retail;
b. Gross revenue resulting from any and all in-app purchases, downloadable content, microtransactions, subscriptions, sale, transfer, or exchange of content created by end users for use with a Product, or redemption of virtual currency, either within a Product or made externally but which directly affect the operation of the Product;
c. Gross revenue from any Kickstarter or other crowdfunding campaign which is directly associated with Product access or in-Product benefit (e.g., in a multi-tiered campaign, if an amount is established in an early tier solely for Product access, your royalty obligation will apply to that amount for each backer with the same access, but not on additional amounts in higher tiers based on ancillary benefits);
d. Your revenue from in-app advertising and affiliate programs;
e. Revenue from advance payments for a Product (from a publisher or otherwise);
f. Revenue received in connection with a Product’s inclusion in a streaming, subscription, or other game-delivery service (e.g., Apple Arcade, Microsoft GamePass, or any similar or successor services), including without limitation development funds and bonuses; and
g. Revenue in any other form actually attributable to a Product (unless excluded below).
However, no royalty is owed on the following forms of revenue:
1. The first $10,000 in lifetime gross revenue for each Product;
2. Gross revenue attributable to a Product from a calendar quarter during which the gross revenue for such Product is less than $500;
3. The first $10,000 in gross revenue for each Product from the Oculus Store;
4. Consulting fees or work-for-hire fees which are non-recoupable for services performed using the Licensed Technology (e.g., an architect-created walkthrough simulation or a contractor-developed in-house training simulator);
5. Financial winnings generated by awards for the Product.
The royalty is based on gross revenue from end users, regardless of whether you sell your Product to end users directly, self-publish via the App Store or any similar store, or work with a publisher. The following simplified example illustrates the application of the royalty to gross sales: if your Product earns £10 on the App Store, Apple may pay you £7 (having deducted 30% as a distribution fee), but your royalty to MNUMNTL would still be 5% of £10 (or £0.50).
Royalties that you pay on an advance payment of revenue for a Product that is recoupable by the payer, such as a publisher, may be credited against future royalty payments that you incur under this Agreement for that Product.
Royalties must be reported and paid on a per-Product basis. Royalty exemptions may not be aggregated across multiple Products.
Within 45 days after the end of each calendar quarter in which a Product earns revenue outside of the above-listed royalty exclusions, you must pay to MNUMNTL the full amount of the royalty due for that quarter and send MNUMNTL a royalty report on a per Product basis. Detailed information on royalty reporting and payment can be found at mnumntl.dev/release.
The royalty will be payable under this Agreement with respect to each Product for as long as any MNUMNTL Asset Pack or website Content (including as modified by you under the License) incorporated in or used to make the Product are protected under copyright or other applicable intellectual property law.
6. License extensions
Once the initial royalty free cap is exceeded and royalties become due, instead of paying a royalty you may also purchase a license extension or negotiate a custom license. The terms offered for our standard license extension are 1 year, 5 years, or in perpetuity. The license extension is only applicable to the single product that has exceeded the royalty free period, but that product can include any number of purchased MNUMNTL asset packs, Bundles and/or Content. All terms under this agreement remain the same for the period of the extension.
The current MNUMNTL Developer License extension rates as of April 2021 are as follows:
– 1 Year =£2000
– 5 Years =£5000
– Perpetuity =£10,000
You must contact MNUMNTL in adequate time to arrange the Developer License extension and for payment to clear in full before the new license period is due to start. Contact sales@mnumntl.dev for assistance. If a license extension is not in place then the 5% royalty of gross sales income will automatically be applied as in Section 5.
7. Custom Licenses
MNUMNTL also offer custom licenses for your Products that use our asset packs and bespoke music compositions. These licenses are part of a separate agreement and all terms defined in such ‘Custom Licenses’ will be agreed upon in a separate contract. Contact sales@mnumntl.dev for all enquiries regarding this. Once a Custom License has been agreed for your single Product, this Developer License becomes null and void for that single Product. Further details in section 23.
8. Payments
MNUMNTL reserves the right to charge a 2% late fee, per calendar quarter (compounding), for any amounts unpaid after the required due date. By default this will be on Royalties due, unless licenses or exemptions are in place.
You are responsible for all taxes on all payments required to be made by you under this Agreement (other than taxes that MNUMNTL is obligated to pay on its income, which are MNUMNTL’s responsibility). If you are required by a government agency to reduce your payment to MNUMNTL for any reason, you are required to provide sufficient documentation to MNUMNTL supporting the withholding. For questions about withholding taxes or taxes in general, please email support@mnumntl.dev.
9. Records and Audits
You agree to keep accurate books and records related to your development, manufacture, Distribution, and sale of Products and related revenue. MNUMNTL may conduct reasonable audits of those books and records. Audits will be conducted during business hours on reasonable prior notice to you. MNUMNTL will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited, in which case you will be responsible for the cost of the audit.
10. Ownership
MNUMNTL or its licensors own all title, ownership rights, and intellectual property rights in the Asset Pack(s) and MNUMNTL.dev Website Content. You own all rights in the Products you develop under the License, other than any MNUMNTL Asset Pack and MNUMNTL Content it contains. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise. Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void.
11. Proprietary Notices and Attribution
You agree to retain and reproduce in all copies of the end Product the copyright, trademark, and other proprietary notices and disclaimers of MNUMNTL as they appear in the Website and the Content.
You agree to place the following notices in the credits (replacing xxxx with the current year) for any Product, to the extent such product has credits:
“[Product name] uses music by MNUMNTL. MNUMNTL is a trademark or registered trademark of Monumental Music, UK”
“MNUMNTL, Copyright 2021 – xxxx, Monumental Music UK. All rights reserved.”
No other license or right in the MNUMNTL Trademarks is granted under this Agreement. All use of the MNUMNTL Trademarks will inure to the sole benefit of MNUMNTL. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the MNUMNTL Trademarks or cause consumer confusion or diminish any goodwill relating to any MNUMNTL Trademarks. If you wish to make further use of the MNUMNTL Trademarks, please contact support@mnumntl.dev.
MNUMNTL may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released screen shots and video content from the Product, in connection with MNUMNTL’s marketing, advertisement, and promotion of the MNUMNTL.dev website without restriction.
12. Disclaimers and Limitation of Liability
The Licensed Technology, the MNUMNTL.dev website, and all other materials and information provided by MNUMNTL (the “MNUMNTL Materials”) are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. MNUMNTL, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the MNUMNTL Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not MNUMNTL knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, MNUMNTL, its licensors, and its and their affiliates make no warranty that (1) any of the MNUMNTL Materials will operate properly, including as integrated in any Product, (2) that the MNUMNTL Materials will meet your requirements, (3) that the operation of the MNUMNTL Materials will be uninterrupted, bug free, or error free in any or all circumstances, (4) that any defects in the MNUMNTL Materials can or will be corrected, (5) that the MNUMNTL Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason. Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute is expressly disclaimed. MNUMNTL, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the MNUMNTL Materials. This paragraph will apply to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, neither MNUMNTL, its licensors, nor its or their affiliates, nor any of MNUMNTL’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the MNUMNTL Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will MNUMNTL, its licensors, nor its or their affiliates, nor any of MNUMNTL’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the MNUMNTL Materials, or the delay or inability to use or lack of functionality of the MNUMNTL Materials, even in the event of MNUMNTL’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if MNUMNTL or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.
13. Indemnity
You agree to indemnify, pay the defense costs of, and hold MNUMNTL, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of the Licensed Technology in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the MNUMNTL Licenses, infringes any third party’s intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorised use of unmodified Asset Pack or Content originally provided to you by MNUMNTL under this Agreement infringes any United Kingdom patent, trademark or copyright), or (d) any federal, state, or foreign civil or criminal actions related to any Product. You agree to reimburse MNUMNTL on demand for any defense costs incurred by MNUMNTL and any payments made or loss suffered by MNUMNTL, whether in a court judgment or settlement, based on any matter covered by this Section 13.
If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.
14. Export Compliance
You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings. You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Technology. You represent and warrant that you do not appear on any United Kingdom list of prohibited or restricted parties (including the Specially Designated Nationals List).
15. Term and Termination
A. Term of the License. This Agreement will continue in effect unless terminated as described below.
B. Termination by MNUMNTL. MNUMNTL may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from MNUMNTL. Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the MNUMNTL Licenses constitutes a material breach of this Agreement.
C. Termination for Patent Action. The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
D. Effect of Termination. Upon any termination, the MNUMNTL Licenses will automatically terminate, you may no longer exercise any of the rights granted to you by the MNUMNTL Licenses, and you must destroy all copies of the Licensed Technology in your possession and cease distributing any Products developed under this Agreement (other than Unrestricted Products). Within 30 days of termination, unless otherwise agreed by MNUMNTL, you must destroy all Content in your inventory (other than Unrestricted Products).
E. No Refunds
Except to the extent required by law, all payments, fees and royalties are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
F. Surviving Provisions
Sections 5-9, 11-13, 16-18, and 23-24 will survive termination of this Agreement.
16. Governing Law and Jurisdiction
This agreement and any variation, modification or amendment to it shall be governed and construed in accordance with the laws of England and Wales and the High Court of Justice, The Strand, London shall be the court of exclusive jurisdiction. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.
17. Class Action Waiver
You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Technology or this Agreement. You also agree not to seek to combine any action or arbitration related to the Licensed Technology or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
18. Independent Contractor
You and MNUMNTL are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.
19. Amendments of this Agreement
MNUMNTL may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log in to your Account, access the MNUMNTL.dev website, or download additional Content or new Asset Packs. You are not required to accept the amended Agreement. However, in order to continue accessing your Account or the MNUMNTL.dev website or to download or use additional Content or new Versions, you must accept the amended Agreement. By logging in to your Account, using the MNUMNTL.dev website, or downloading or using additional Content or a new Version, you hereby agree to be bound by the amended Agreement then most recently issued by MNUMNTL. If you do not accept the amended Agreement, you may not log in to your Account, access the MNUMNTL.dev website, download or use additional Content, or download or use any new Version that is made available by MNUMNTL contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for the Licensed Technology that you downloaded prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.
20. Notices
Where this Agreement calls for notice from MNUMNTL, including written notice, MNUMNTL may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide). MNUMNTL’s notices to you will be effective when they are sent to that email address.
21. No Assignment
You may not, without the prior written consent of MNUMNTL, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. You also may not transfer your Account. MNUMNTL may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement. For clarity, you are not prohibited by MNUMNTL from assigning or transferring your rights in your Product, other than the Asset Pack, its Content in raw form, and any of the MNUMNTL Website Content.
22. Definitions
As used in this Agreement, the following capitalized words have the following meanings:
“Account” means a user account with a unique ID and associated password selected by you, which enables you to download the Asset Pack and Content under the License.
“Asset Pack” means a single MNUMNTL product available for purchase via our online website store or affiliates, typically containing audio files, meta data, artwork and code.
“Content” means any audio file, code, artwork, meta data, or other content that MNUMNTL makes available to you for use following a purchase. For clarity, Content includes but is not limited to Paid Content.
“Custom License” means any agreement between you and MNUMNTL, or any sublicensor authorized by MNUMNTL, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the MNUMNTL Asset Pack and/or Content to develop one or more product(s).
“Custom Product” means a product developed pursuant to a Custom License.
“Distribute” means to provide or otherwise make a copy available, or to make its functionality available on a network.
“Developer License” means the standard license agreement we provide to you following your purchase of a MNUMNTL Asset Pack. (as available at mnumntl.dev/developerlicense).
“MNUMNTL Code” means the Source Code and object code of the MNUMNTL Audio Engine, including any future Versions, as made available to you by MNUMNTL under this Agreement, and any object code compiled from that Source Code.
“MNUMNTL Licensee” means a third party who is separately licensed by MNUMNTL to use the MNUMNTL Code and Content.
“MNUMNTL” means, MNUMNTL, a division of Monumental Music UK, having its principal business offices at Rooftop Studios, 1 Bonchurch Road, Brighton
“MNUMNTL Trademarks” means the trademarks, service marks, trade names and logos associated with MNUMNTL and its intellectual property.
“Feedback” means any feedback or suggestions that you provide to MNUMNTL regarding the Licensed Technology.
“Licensed Technology” means any or all of the MNUMNTL Asset Packs, Audio Files, Artwork, Bundles, Meta Data and website Content, including as modified by you under the License.
“Location-Based Experience” means a Product that is used, displayed, and performed solely at a physical location under the control of You or Your authorised distributors and that is not otherwise Distributed to users.
“Paid Content” means Content made available to you through our online store or affiliates.
“Product” means any product developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used.
“Source Code” means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).
“User” means an individual user who uses a valid Account to access the MNUMNTL Code, Content, Asset Packs, and website Content. If you are an individual, “User” means you. For legal entities, “User” means the individual employee or agent through whom you are exercising rights under this Agreement.
“Version” means any updated or upgraded version of the MNUMNTL Asset Pack, MNUMNTL Code or website Content that MNUMNTL chooses to make available to the public.
“You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.
23. Custom Licenses
MNUMNTL Custom Licenses are not affected by this Agreement. For Custom Products or, the terms of your applicable Custom License will govern all matters (including royalties, notifications, Feedback, Contributions, trademarks, service marks, trade names, logos, screen shots, and video content related to those Custom Products or MNUMNTL Products) related to your use of the code, artwork, and content that are licensed to you under that Custom License, as applicable, instead of the terms of this Agreement.
As used in this Agreement, the defined term “Product” does not include Custom Products, and except as described above in section 23, the terms of this Agreement applicable to Products do not apply to Custom Products.
24. Miscellaneous
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and MNUMNTL relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.
Any act by MNUMNTL to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
MNUMNTL’s obligations are subject to existing laws and legal process, and MNUMNTL may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
