Last Updated: May 21st, 2020
1. END-USER LICENSE AGREEMENT
1.1 This End-User License Agreement (this "Agreement") is made between Muse Games, LLC (“Licensor”, “we”, or “us”) and you (“You”) as of the date you download and install the accompanying Software. The Agreement may be periodically updated. Your continued use of the Software after a revised Agreement has been posted constitutes your acceptance of the revised Agreement’s terms.
1.2 THE "SOFTWARE" INCLUDES ALL SOFTWARE INCLUDED IN THIS AGREEMENT, ANY ACCOMPANYING DATA FILES, GRAPHICAL, AUDIO OR TEXTUAL ASSETS, THE ACCOMPANYING MANUAL(S), PACKAGING, AND OTHER WRITTEN FILES, ELECTRONIC OR ONLINE MATERIALS OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE AND ITS MATERIALS.
1.4 PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.
2.1 Subject to this Agreement and its terms and conditions, Licensor hereby grants you a nonexclusive, non-transferable, limited, and revocable right and license to install and use one copy of the Software for your personal, non-commercial gameplay on a single game platform (e.g. personal computer, mobile device, or gaming console), unless otherwise expressly specified in the Software documentation. Your license rights are subject to your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software or the termination of this Agreement (see below).
2.2 The Software is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. Licensor retains all right, title, and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The Software is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The Software may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without prior written consent from Licensor. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. The Software contains certain licensed materials and Licensor's licensors may also protect their rights in the event of any violation of this Agreement. All rights not expressly granted under this Agreement are reserved by Licensor and, as applicable, its licensors.
3. LICENSE CONDITIONS
3.1. The license granted in Section 2 above is subject to your compliance with the following explicit conditions and your violation of any such conditions constitutes a breach of this Agreement and is beyond the scope of such license. Specifically, you agree not to:
(a) commercially exploit the Software;
(b) distribute, lease, license, sell, rent, convert into convertible currency, or otherwise transfer or assign the Software, or any copies of the Software, including but not limited to virtual goods or virtual currency without the express prior written consent of Licensor or as expressly set forth in this Agreement.
(c) make a copy of the Software or any part thereof (other than as set forth herein);
(d) make a copy of the Software available on a network for use or download by multiple users;
(e) except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a network, for online use, or on more than one computer or gaming unit at the same time;
(f) copy the Software onto a hard drive or other storage device in order to bypass the requirement to run the Software on specific validly licensed hardware (this prohibition does not apply to copies in whole or in part that may be made by the Software itself during installation in order to run more efficiently);
(g) use or copy the Software at a computer gaming center, conference, convention, or any other location-based site for anything other than personal use; provided, that Licensor may offer you a separate license agreement to make the Software available for commercial use;
(h) reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Software, in whole or in part;
(i) remove or modify any proprietary notices, marks, or labels contained on or within the Software;
(j) restrict or inhibit any other user from using and enjoying any online features of the Software;
(k) cheat or utilize any unauthorized robot, spider, or other program in connection with any online features of the Software;
(l) violate any terms, policies, licenses, or code of conduct for any online features of the Software; or
(m) transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Software by any U.S. export laws or regulations or U.S. economic sanctions or otherwise violate any laws or regulations, or the laws of the country in which the Software was obtained, which may be amended from time to time.
3.2 Updates and Patches: We may provide updates, patches and other modifications to the Game Software that must be installed for the user to continue to play the game properly or at all. We may update, patch or modify the Game Software remotely and access the Game Software residing on your machine for such purpose, and you hereby grant to us the right to deploy and apply such patches, updates and modifications. All provisions of this Agreement that refer to the “Game Software” shall also include all such patches, updates and modifications.
3.3 User Feedback. In consideration of granting you a license to use the Software, we may solicit feedback, suggestions, and bug reports, and other information from you regarding your use of the Test Version “User Feedback”), and we may collect technical information about your use of the Test Version to help Us improve the Software. If you provide any User Feedback, You agree we may make full use of and User Feedback, and any rights associated therewith, be they protectable under any form of intellectual property or not. You grant Us a worldwide, perpetual, sublicensable (through multiple tiers), nonexclusive, irrevocable, fully-paid license to use, sell, modify, prepare derivative works of, and otherwise exploit the User Feedback.
3.4 Test Versions. You may be granted permission to install the Software as part of a trial, beta, early access, or other test program (“Test Version”). If you have been provided with this software by us as part of such program, then the following terms apply to you, in addition to all other terms in this Agreement.
(a) Unless we have given you written permission, you will treat all technical and content details regarding the Test Version as confidential, and shall not disclose such information publically.
(b) You acknowledge that your access to the Test Version is contingent entirely on you complying with the terms of this Agreement and with any other terms we may require you to agree to as a condition of being granted access to the Test Version. If you breach any terms of this Agreement, or of any other agreements with us regarding your use of the Test Version, than you license to use the Test Version shall cease immediately and you will (i) be required to delete all copies of the Test Version from devices you control, and (ii) will lose access to any accounts related to use of the Test Version and any Virtual Items or Virtual Currency associated therewith.
(c) The Test Version may be available for a limited period (the “Test Period”), determined in Our sole discretion, after which your license to use it hereunder shall terminate. You may thereafter be required to obtain a new license to use any future public release version of the Software (if any), and must comply with the terms of Section 3.3(b) above.
4. ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES
4.1 Software download, redemption of a unique serial code, registration of the Software, membership in a third-party service and/or membership in a Licensor service (including acceptance of related terms and policies) may be required to activate the Software, access digital copies of the Software, or access certain un-lockable, downloadable, online, or other special content, services, and/or functions (collectively, "Special Features"). Access to Special Features is limited to a single User Account (as defined below) per serial code and access to Special Features cannot be transferred, sold, leased, licensed, rented, converted into convertible virtual currency, or re-registered by another user unless otherwise expressly specified. The provisions of this paragraph supersede any other term in this Agreement.
5. TRANSFER OF PRE-RECORDED COPY LICENSE
5.1 If applicable you may transfer the entire physical copy of pre-recorded Software (and accompanying documentation on a permanent basis to another person as long as you retain no copies (including archival or backup copies) of the Software, accompanying documentation, or any portion or component of the Software or accompanying documentation, and the recipient agrees to the terms of this Agreement. Transfer of the pre-recorded copy license may require you to take specific steps, as set forth in the Software documentation. Special Features, including content otherwise unavailable without a single-use serial code, are not transferrable to another person under any circumstances, and Special Features may cease functioning if the original installation copy of the Software is deleted or the pre-recorded copy is unavailable to the user. The Software is intended for private use only. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER ANY PRE-RELEASE COPIES OF THE SOFTWARE.
6. TECHNICAL PROTECTIONS
6.1 The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof, including any violations of this Agreement. Licensor reserves the right to monitor the use of the Software at any time. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. If the Software permits access to Special Features, only one copy of the Software may access those Special Features at one time. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable law, Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, at any time without notice for any reason whatsoever.
7. OWNERSHIP OF SOFTWARE
7.1. Software and Software Materials. You acknowledge and agree that Licensor (or our sublicensors as applicable) owns all right, title and interest in and to the Software and all materials, content and assets included with or incorporated in the Software (“Software Materials”), including, without limitation, any intellectual property rights therein. We reserve all rights in the Software and the Software Materials, and nothing in this Agreement shall be construed as a license or transfer of any rights whatsoever in the Software or Software Materials except as explicitly stated herein.
7.2 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Software.
7.3 You agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8. USER GENERATED CONTENT
8.1 Generally. Certain current or future features of the Software or of third party Distribution Channels (defined below) through which you have purchases and access the Software may allow you to create, upload or share content. You understand that your User Content is your sole responsibility. “User Content” means any and all information and materials of any kind (including, without limitation, data files, written text, computer software, music, audio files or other sounds, animations, 3d models, photographs, videos or other images) that a user makes available through the Software or create using the Software, whether alone or in combination with Software Materials .
8.2 Representations and Warranties Regarding User Content. You represent and warrant that i) you have all rights necessary to make your User Content available through the Software, ii) your User Content is not defamatory, libelous, degrading, in violation of applicable standards, customs or practices, or infringing of any third party’s rights, and iii) that Our use of your User Content for any purpose whatsoever does not infringe the rights of any third party.
8.3 Screening of User Content. We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all your User Content.
8.4 Exposure to Third Party Content. You understand that by using the Software you may be exposed to Content, whether User Content made available by other users, or third party content from other sources, that you may find offensive, indecent or objectionable and that, in this respect, you use the Software at your own risk.
8.5 Grant of License to Your User Content. You are the owner of all your User Content excluding any Software Materials included therein. In exchange for the licenses granted to you by Licensor hereunder, you hereby grant Us an exclusive, perpetual, irrevocable, fully transferable, and sub-licensable (through multiple tiers), worldwide and throughout the known universe, right and license to make use of your User Content in any way and for any purpose whatsoever, including, but not limited to, the rights to reproduce, copy, adapt, modify, prepare derivative works of (including for inclusion in Our future products or future versions of the Software) perform, display, publish, sell, broadcast, transmit, or otherwise communicate to the public by any means whether now known or hereafter developed, and to distribute. You hereby waive and agree never to assert any so-called “moral rights” of paternity, publication, reputation, or attribution with respect to Licensor's and other players' use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. This license grant to Licensor, and terms above regarding any applicable moral rights, will survive any termination of this Agreement.
8.6 Distribution of User Content Through Channel Stores. When you purchase and access the Software using a third party’s platform including without limitation Steam, the Apple App Store, the Android Marketplace, the Playstation Network, the Nintendo Store (each a “Distribution Channel “) you may have the option, for example through Steam Workshop, to upload your User Content and to purchase or download other users’ User Content (such features referred to herein as “Channel Workshops”). If you upload User Content through a Channel Workshop, then in addition to terms of this Agreement, you will be subject to the any terms and conditions, or license agreements imposed by the relevant Channel regarding that Channel Workshop. This may include your right to charge for your User Content and to receive a share of the revenue from such sales, if the relevant Channel allows it. By choosing to distribute your User Content through a Channel Workshop, you expressly grant Us the right to distribute that User Content on any other Channels (as part of the base Software) or through any other Channel Workshops (as a download or purchase). If you opt to charge a for specific User Content through a Channel Workshop and We decide (in our sole discretion) to make that User Content available through a different Channel Workshop which does not allow for paid User Content or revenue share with users, we reserve the right to distribute that User Content as a free download on such other Channel Workshop.
8.7 Removal of User Content. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any User Content that you create, transmit or display while using the Software and for the consequences of your actions (including, without limitation, any loss or damage which we may suffer) by doing so. User Content that you create, transmit, or display while using the Software must be appropriate for the Software. We may reject, remove, or edit any User Content that: (i) is unlawful, harassing, defamatory, abusive, hateful, threatening, obscene, harmful, tortious, libelous, or invasive of another's privacy; (ii) attacks the character or damages the reputation of other users, name-calls, insults, ridicules, mocks, electronically stalks or otherwise harasses another individual; (iii) contains material or language that is profane, pornographic, sexually graphic, offensive, “off color,” political, or propaganda; (iv) infringes or violates any party's rights, including, without limitation, using third-party copyrighted materials or the names or likenesses of others without appropriate permission and attribution, using third-party trademarks without appropriate permission or attribution or in a way that is likely or intended to cause confusion, or using or distributing third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality; (v) discloses or references any personally identifiable information belonging to you or a third party; (vi) depicts or describes any activities that would violate the personal privacy rights of others, including, without limitation, collecting and distributing information about others without their permission; (vii) impersonates any person or entity; falsely states or otherwise misrepresents an affiliation with any person or entity; intentionally omits, deletes, forges, or misrepresents transmission information, including, without limitation, headers, return mailing, and Internet protocol addresses; or otherwise manipulates identifiers to disguise the origin of any User Content transmitted to the Software; (viii) contains any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs; (ix) interferes with, disrupts, or harms in any way the Software or any servers or networks connected to the Software; (x) uses the Software for any illegal purpose, or violates any applicable local, state, national, foreign or international law or regulation, intentionally or unintentionally; (xi) we otherwise determine to be inappropriate for the Software or inconsistent with our image and reputation.
9. INTERNET CONNECTION
9.1 The Software may require an internet connection to access internet-based features, authenticate the Software, or perform other functions. You agree that some or all features of the Software may be inaccessible in the absence of an internet connection. Further, licensor makes no warranty whatsoever that servers or internet services required to enable some or all features of the Software will be available at any specific time.
10. USER ACCOUNTS
10.1 In order to use the Software or a software feature, or for certain features of the Software to operate properly, you may be required to have and maintain a valid and active user account with an online service, such as a third-party gaming platform or social network account ("Third-Party Account"), or an account with Licensor or a Licensor affiliate, as set forth in the Software documentation. If you do not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in part. The Software may also require you to create a Software-specific user account with Licensor or a Licensor affiliate ("User Account") in order to access the Software and its functionality and features. Your User Account log-in may be associated with a Third-Party Account. You are responsible for all use and the security of your User Accounts and any Third-Party Accounts that you use to access and use the Software.
11. SOFTWARE STORE TERMS
11.1 You may have purchased this license to the Software through a third party platform or online platform or store (each referred to herein as a “Software Store”) including without limitation Steam, PSN, the Xbox store, the Apple App Store and the Android Marketplace. This Agreement and the provision of the Software through any Software Store is subject to the additional terms and conditions set forth on or in, or required by the applicable Software Store. All such applicable terms and conditions are incorporated herein by this reference. Licensor is not responsible or liable to you for any credit card or bank-related charges or other charges or fees related to your purchase transactions within the Software or through a Software Store. All such transactions are administered by the Software Store, not Licensor. Licensor expressly disclaims any liability for any such transactions, and you agree that your sole remedy regarding all transactions is from or through such Software Store.
11.2 This Agreement is solely between you and Licensor, and not with any Software Store. You acknowledge that the Software Store has no obligation to furnish any maintenance or support services to you in connection with the Software. Except for the foregoing, to the maximum extent permitted by applicable law, the Software Store will have no other warranty obligation whatsoever with respect to the Software. Any claim in connection with the Software related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by this Agreement, and the Software Store is not responsible for such claims. You must comply with the Software Store Terms of Service and any other Software Store applicable rules or policies. The license to the Software is a non-transferable license to use the Software only on an applicable device that you own or control. You represent that you are not located in any U.S.-embargoed countries or other geographical areas or on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's list or Entity List. The Software Store is a third-party beneficiary to this Agreement and may enforce this Agreement against you.
12. INFORMATION COLLECTION & USAGE
13.1 LIMITED WARRANTY: Licensor makes no warranty against interference with your enjoyment of the Software; that the Software will meet your requirements; that operation of the Software will be uninterrupted or error-free (this includes any interruption or malfunction on the part of third party services included and or used in the Software); or that the Software will be compatible with third party software or hardware or that any errors in the Software will be corrected. No oral or written advice provided by Licensor or any authorized representative shall create a warranty. Because some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to you.
13.2 Except as set forth above, this warranty is in lieu of all other warranties, whether oral or written, express or implied, including any other warranty of merchantability, fitness for a particular purpose, or non-infringement, and no other representations or warranties of any kind shall be binding on Licensor.
14.1 You agree to indemnify, defend, and hold Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents harmless from all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.
14.2 IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, OR LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
14.3 IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS HEREUNDER BY YOU, REGARDLESS OF THE FORM OF ACTION, EVER EXCEED THE GREATER OF THE FEES PAID BY YOU TO LICENSOR FOR THE PRECEDING TWELVE (12) MONTH PERIOD FOR ANYTHING RELATING TO THE SOFTWARE OR US$200, WHICHEVER IS GREATER.
14.4 BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DEATH, OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, THESE LIMITATIONS AND/OR EXCLUSIONS AND ANY EXCLUSION OR LIMITATION OTHERWISE RESULTING FROM THE ABOVE INDEMNITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
14.5 WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK AND OTHER PORTIONS OF THE INTERNET, WIRELESS NETWORKS, OR OTHER THIRD-PARTY NETWORKS. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET AND WIRELESS SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES MAY IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THIRD-PARTY ACTIONS OR INACTIONS THAT IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, WIRELESS SERVICES, OR PORTIONS THEREOF OR THE USE OF THE SOFTWARE AND RELATED SERVICES AND PRODUCTS.
15.1 This Agreement is effective until terminated by you or by the Licensor. This Agreement automatically terminates when Licensor ceases to operate the Software servers (for games exclusively operated online), if Licensor determines or believes your use of the Software involves or may involve fraud or money laundering or any other illicit activity, or upon your failure to comply with terms and conditions of this Agreement, including, but not limited to, the License Conditions above. You may terminate this Agreement at any time by (i) requesting Licensor to terminate and delete your User Account that is used to access or use the Software using the method set forth in the Terms of Service (if applicable) or (ii) destroying and/or deleting any and all copies of all Software in your possession, custody, or control.
15.2 Deleting the Software from your Game Platform will not delete the information associated with your User Account. If you reinstall the Software using the same User Account, then you may still have access to your prior User Account information. If this Agreement terminates due to your violation of this Agreement, Licensor may prohibit you from re-registering or re-accessing the Software. Upon any termination of this Agreement, you must destroy or return any physical copy of Software to Licensor, as well as permanently destroy all copies of the Software, accompanying documentation, associated materials, and all of its component parts in your possession or control, including from any client server, computer, gaming unit, or mobile device on which it has been installed. Upon termination of this Agreement, your rights to use the Software, will terminate immediately, and you must cease all use of the Software. The termination of this Agreement will not affect Licensor’s rights or your obligations arising under this Agreement.
16. EQUITABLE REMEDIES
16.1 You hereby agree that if the terms of this Agreement are not specifically enforced, Licensor will be irreparably damaged, and therefore you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any of this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies.
17. TAXES AND EXPENSES
17.1 You shall be responsible for and shall pay and shall indemnify and hold harmless Licensor and any and all of its affiliates, officers, directors, and employees against all taxes, duties, and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the this Agreement, including interest and penalties thereon (exclusive of taxes on Licensor's net income), irrespective of whether included in any invoice sent to you at any time by Licensor. You shall provide copies of any and all exemption certificates to Licensor if you are entitled to any exemption. All expenses and costs incurred by you in connection with your activities hereunder, if any, are your sole responsibility. You are not entitled to reimbursement from Licensor for any expenses, and will hold Licensor harmless therefrom.
19.1. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
20. GOVERNING LAW
20.1. This Agreement shall be construed (without regard to conflicts or choice of law principles) under the laws of the State of New York, except as governed by federal law. Unless expressly waived by Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Licensor's principal corporate place of business in New York, NY.). You and Licensor consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by New York state or federal law. You and Licensor agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.
21.1 If you have any questions concerning this agreement, you may contact us by email at: email@example.com