By checking the box and pressing the “Place order” button on the site http://www.mgamesolutions.com, you confirm that you have read the Terms and Conditions, that you understand them and that you agree to be bound by them. This Agreement (“the Agreement”) describes your rights and obligations as a brand owner (“Owner”) and Software Licensee (“Licensee”). Please read this Agreement carefully. By checking the box and pressing the “Place order” button on http://www.mgamesolutions.com, you come into legal agreement with MGAME Solutions Ltd. (“MGAME”) with all rights and obligations laid forth in this Agreement.
A. MGAME owns rights to online gaming software (the “Software”);
B. MGAME licenses the Software to various companies (the “Clients of MGAME”).
C. MGAME wishes to provide a complete computer and mobile hardware and software package to the Owner in order that the Owner may use them to operate online games apps.
D. The Owner wishes to license the Software (the “Licensed Software”) and make use of MGAME’s computer hardware in order to conduct the Owner’s Business.
E. The Owner wishes to purchase a game brand (“the Brand”) from MGAME, to use in the Licensed Software and associated marketing platforms.
NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, the parties hereto agree as follows:
1.1 To induce MGAME to enter into this Agreement, the Owner represents and warrants that:
a) It has good and sufficient capacity, power, authority and right to enter into, execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform the covenants and obligations contained herein;
b) All necessary action has been taken by the Owner to authorize and approve the execution and delivery of this Agreement, the completion of the transactions contemplated hereby and the observance and performance of the covenants and obligations contained herein.
1.2 To induce the Owner to enter into this Agreement, MGAME represents and warrants that:
a) It is duly incorporated, organized and validly existing as a corporate entity.
b) It has good and sufficient capacity, power, authority and right to enter into, execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform the covenants and obligations contained herein;
c) All necessary corporate action has been taken by MGAME to authorize and approve the execution and delivery of this Agreement, the completion of the transactions contemplated hereby and the observance and performance of the covenants and obligations contained herein.
2.1 “Licensed Software” shall mean a licensed data processing program or micro program consisting of a series or sequence of signals, or instructions, statements, or fonts stored on any media in machine readable form, and any related licensed materials such as, but not limited to, graphics, flowcharts, logic diagrams, manuals, and listing made generally available by MGAME for use in connection with the licensed programs. The Licensed Software shall have various games, which include, but are not limited to fun-mode multi-player poker, fun-mode casino, and other games as may be added from time to time.
2.2 “Brand” shall mean the creative assets, including but not limited to the logo, icon, card and other images that MGAME delivers to the Owner as part of the Licensed Software.
2.3 “Gross Revenue” shall mean the total amount of revenue generated with the Licensed Software.
2.4 “Total Net Revenue” shall mean the total amount of revenue generated by the Licensed Software in its lifetime, LESS all transaction related expenses, fees, commissions, costs and charges.
2.5 “Gross Monthly Revenue” shall mean, for any given calendar month, the total amount of revenue generated with the Licensed Software.
2.6 “Net Monthly Revenue” shall mean, for any given calendar month, the total amount of revenue generated with the Licensed Software, LESS all transaction related expenses, fees, commissions, costs and charges.
2.7 “Starting Investment” shall mean the total amount Owner paid to MGAME for the Licensed Software and Brand.
2.8 “Ongoing Monthly Fee” shall mean the amount Owner pays to MGAME on a monthly basis, for additional ongoing services, that may include but are not limited to customer support and player reactivation services. These services are optional and must be ordered by the Owner for them to be supplied by MGAME.
2.9 “Hardware” shall mean all the necessary computers, routers, cabling, monitors, hard drives, backup systems, and other equipment, as determined by MGAME in its absolute discretion, located at its collocation facilities, or other locations designated by MGAME as may be required in order to properly store, distribute and run the Licensed Software.
2.10 “Games” shall mean single- and multi-player mobile and browser games, that are played using the Licensed Software.
2.11 “Downloadable Software” shall mean the portion of the Licensed Software that must be resident on a customer’s computer or mobile device in order for the customer to access and play the Games.
2.12 “Customer Information” shall mean all data collected and stored on customers including, without limiting the generality of the foregoing, name, address, phone and fax number, e-mail address, credit card numbers and expiration dates or information on other types of payments, amounts played and frequency of play.
2.13 “Customer Ownership” shall mean a customer who is owned by the first Owner which accepts the Customer’s sign-up via the Licensed Software, regardless of subsequent sign-ups via other Owners.
2.14 “Confidential Information” shall mean material in the possession of MGAME which is not generally available to or used by others or the utility or value of which is not generally known or recognized as standard practice, including, without limitation, all financial business and personal data relating to MGAME’s clients, any nonpublic information about associates, affiliates, subsidiaries, consultants, directors and employees of MGAME or its, business and marketing plans, strategies and methods, studies, charts, plans, tables and compilations of business industrial information, computer software and computer technology whether patentable, copyrightable or not, which is acquired or developed by or on behalf of MGAME or its affiliates and associates from time to time.
3.1 The Owner acknowledges that from time to time, as a result of internet failure, power failure, hardware failure, supplier failures, or due to Vis Major, the services provided under this Agreement by MGAME can be temporarily disrupted. The Owner acknowledges and agrees that neither MGAME nor any of its shareholders, directors, officers, employees, agents, representatives, affiliates or associates will be liable to the Owner or any of the Owner’s customers for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions. MGAME shall act in good faith with respect to the scalability and redundancy of the Hardware and Licensed Software to ensure a satisfactory game experience is delivered to the licensee’s customers.
3.2 The Owner acknowledges and agrees that neither MGAME nor any of its shareholders, directors, officers, employees, agents, representatives, affiliates or associates will be liable to the Owner or any of the Owner’s customers for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with temporary disruptions.
3.3 The Owner acknowledges that MGAME’s ability to perform its obligations under this Agreement is subject to government licensing in whatever jurisdiction MGAME may choose to operate. MGAME shall not be held liable for any damages of any kind whatsoever that may result from changes in government legislation or policy.
This license is granted under the following conditions:
4.1 The Owner acknowledges that its rights in and to the Licensed Software may not be assigned, licensed, sub-licensed or otherwise transferred by operation of law or otherwise without the prior written consent of MGAME. Violation of this section by the Owner is grounds for immediate termination of this Agreement.
4.2 Copyright and other proprietary rights of MGAME protect the Licensed Software. The Owner may be held directly responsible for acts relating to the Licensed Software by the Owner which are not authorized by this Agreement.
4.3 All right, title and interest in and to the Licensed Software, and any copies thereof, and all documentation, code and logic, which describes and/or comprises the Licensed Software remains the sole property of MGAME.
4.4 MGAME shall not be responsible for failure of performance of this Agreement due to causes beyond its control, including, but not limited to, computer failures, power failures, work stoppages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurrences.
4.5 It is the policy of MGAME to prevent the use of the Licensed Software for use as a “money laundering” vehicle. The Owner warrants that it will undertake all reasonable efforts to prevent persons from using the Licensed Software for use as a money laundering vehicle. If it is revealed that the Owner is purposely allowing or is willfully blind to money laundering, MGAME may forthwith terminate this Agreement without notice and without any recourse to MGAME.
4.6 The Owner acknowledges that MGAME shall at its sole discretion determine the jurisdiction under which it will operate in the performance of its obligations pursuant to this Agreement.
5.1 This Agreement shall commence and be deemed effective on the date when fully executed (the "Effective Date"), when the Owner places a purchase on http://www.mgamesolutions.com. MGAME agrees to provide the Owner with the Licensed Software on a “lifetime” basis (the “Term”). Lifetime shall be defined as for as long as MGAME continues to provide services or in any event a minimum of 10 years from the Effective Date, or unless the Owner is in breach of any of the Terms and Conditions of this Agreement or if this Agreement has been terminated by either the Owner or MGAME.
5.2 Provided that this Agreement has not been terminated pursuant to paragraph 4.5 of this Agreement or pursuant to any breach by the Owner of the terms and conditions of this Agreement, MGAME may terminate this Agreement by giving 30 (thirty) days written notice to the Owner.
5.3 MGAME may terminate this Agreement at any time upon five days written notice if the Owner is more than 30 days in arrears in paying any fees due and owing to MGAME. The Owner shall be allowed to cure the breach during the notice period, thus pre-empting MGAME’s ability to terminate this Agreement in accordance with this section.
5.4 MGAME may terminate this Agreement at any time upon five days written notice if the Owner becomes bankrupt or insolvent or ceases carrying on business for any reason.
5.5 The Owner may terminate this Agreement at any time upon five days written notice if MGAME becomes bankrupt or insolvent or ceases carrying on business for any reason.
5.6 The Owner may, inter alia, terminate this Agreement at any time upon five days written notice if MGAME is materially in breach of this Agreement for more than 30 days. MGAME shall be allowed to cure the breach during the notice period, thus pre-empting the Owner’s ability to terminate this Agreement in accordance with this section.
5.7 MGAME may terminate this Agreement at any time upon five days written notice if MGAME or any of its principals, officers, directors, associates or affiliates becomes the subject of third party civil or criminal litigation as a result of the Owner’s operations under this Agreement. The litigation contemplated herein must be found to be of a serious nature by independent legal counsel.
5.8 Upon termination of this Agreement, the Owner shall immediately return to MGAME any and all of MGAME’s materials which MGAME has a proprietary right in that are in the Owner’s possession and/or in the possession of the Owner’s agents, employees, principals, directors, representatives and employees.
5.9 Upon termination of this Agreement, all Customer Information shall be given to the Owner and MGAME shall not make use of or disclose any Customer Information to any third party.
5.10 If for any reason this Agreement is terminated, then any outstanding invoiced amounts (as per section 8.3) against the Owner shall be retained by MGAME in order to pay for those outstanding invoiced amounts.
6.1 MGAME shall pay to the Owner a monthly fee that is a percentage of the Net Monthly Revenue generated from the Owner’s Business.
6.2 This percentage shall be one hundred percent for a period starting from the Effective Date until such time when Total Net Revenues are equal to the Starting Investment, at which point the percentage share will revert to eighty percent.
6.3 MGAME reserves the sole right to use its own back-end administrative system to calculate Net Monthly Revenue.
6.4 The Owner is responsible for issuing an invoice to MGAME for the Net Monthly Revenue before payment can be made by MGAME to the Owner.
6.5 Remunerations are sent via wire transfer, or PayPal Payments. Owner bears any costs associated with the transfers.
6.6 The minimum amount for remunerations is $100 (one hundred United States Dollars). Until the total of the amounts owed to the Owner reaches this threshold, they will be held as a carry-over and wired after they reach $100 (one hundred United States Dollars).
7.1 The Owner shall not disclose, publish, or disseminate confidential Information to anyone other than those of its employees or others with a need to know, and the Owner agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. The Owner agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of MGAME in each instance.
7.2 MGAME shall not disclose, publish, or disseminate Customer Information to anyone other than those of its employees with a need to know, and MGAME agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Customer Information. MGAME agrees not to use Customer Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of the Owner in each instance.
7.3 All Confidential Information, and any Derivatives thereof whether created by MGAME or the Owner, remains the property of MGAME and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.
7.4 Notwithstanding anything in this Section 7, MGAME shall be allowed to use Customer Information in a statistical form so long as it does not identify individuals or specific companies.
7.5 The Owner shall not disclose the contents of this Agreement to any third party who is not bound to maintain confidentiality between the parties. The Owner acknowledges that disclosure of the terms of this Agreement to third parties will cause considerable damages to MGAME, which will constitute a material breach of this Agreement. Upon such an event MGAME shall have the right to terminate this Agreement by giving five days written notice of termination to the Owner.
8.1.1 MGAME shall supply the Hardware as defined in this Agreement.
8.1.2 MGAME shall maintain the Hardware and pay all costs for maintaining and/or upgrading the Hardware.
8.1.3 MGAME shall supply the office space required to house the Hardware.
8.1.4 The Hardware shall, at all times, remain the property of MGAME.
8.1.5 MGAME shall supply an appropriate connection to the Internet with sufficient bandwidth to properly operate the Licensed Software. MGAME shall pay for all bandwidth costs.
8.1.6 MGAME shall make all reasonable efforts to repair and correct any problems arising under MGAME’s areas of responsibility that may arise from time to time which would cause it to be unable to perform its’ obligations under this Agreement (see section 4.4).
8.1.9 MGAME may notify the Owner at least 24 hours prior to any scheduled maintenance activities and foreseen problems that may or may not disrupt the operation of the Licensed Software and will immediately notify the Owner of any problems that may arise from time to time and will take the necessary measures to correct the problem.
8.1.10 The Hardware shall be located only in places where online games may be operated legally and where MGAME or the Owner has obtained all necessary licenses to conduct online gaming if required.
8.2.1 MGAME shall install the Licensed Software on the Hardware and shall make the Licensed Software available on all platforms licensed to Owner.
8.2.2 MGAME shall allow all of the Owner’s customers and all persons who seek to be Owner’s customers Internet access to the Licensed Software.
8.2.3 MGAME shall allow the Owner’s customers to download directly from the server the website necessary for the Owner’s customer to play the Games in case Owner purchased this option from MGAME.
8.2.4 MGAME may from time to time, at its discretion, create additional games and features, which can be added to the Licensed Software. If additional games or features become available, the Owner may request to have them added to the Licensed Software at no additional licensing cost to the Owner.
8.2.5 MGAME may from time to time, at its discretion or through a purchases by the Owner, translate part or all of the Games into other languages, which can be added to the Licensed Software.
8.2.6 The Licensed Software shall allow the Owner’s customers to participate in MGAME’s aggregate or consolidated game rooms.
8.2.7 Notwithstanding anything stated in this section 8.2, any changes requested by the Owner to be made to the graphics portion of the Licensed Software, shall be charged to the Owner at market rates.
8.2.8 MGAME shall only be required to provide the Licensed Software in English, and other languages that become available upon request (SEE SECTION 8.2.5).
8.2.9 MGAME will provide all upgrades of the Licensed Software that do not require changes to the graphical interface, at no charge to the Owner.
8.2.10 All upgrades are to be made available to the Owner within 30 days of the completion of testing.
8.2.11 MGAME warrants that the Licensed Software correctly implements algorithms, which are in accordance with the rules and payouts, which may be displayed on the screen at any time by the player.
8.2.12 MGAME shall provide the Owner with the Brand purchased by the Owner, which then becomes the property of the Owner. The Brand is limited to brand-specific images, including but not limited to logo, icon, and cards background, and is not synonymous with the proprietary contents and copyrights of the Licensed Software, which shall always remain the property of MGAME.
8.3.1 MGAME shall provide a transaction processing system that will allow the Owner’s customers to purchase additional services and products at the Owner’s site (the “Transaction Processing System”). The Owner’s customers will be able to deposit funds via the Internet, via credit card, or via a premium rate SMS service provided by MGAME for additional features and services. Other methods of payment may be made available from time to time at MGAME’s discretion. Any operational or administrative cost or expense associated with accepting payment by the Owner’s customers will be deducted from the Gross Monthly Revenueand calculated into Net Monthly Revenue according to “Remuneration 6.2”, including all related or associated fees, such as but not limited to chargebacks.
8.3.2 Reconciliation will be made between MGAME and the Owner on a Monthly basis (the “Reconciliation Period”) and shall be delivered to the Owner from MGAME by the 15th of each month in payment for the previous month’s activity.
8.3.3 Payments made by customers are one-way transactions and cannot be redeemed by the players. There are no cash-out or pay-out mechanisms in the Licensed Software. Players cannot convert products or services purchased in the Licensed Software for anything of real value.
8.4.1 MGAME shall supply technical support, via the Internet (e-mail) or phone for the Owner during the term of this Agreement.
8.4.2 MGAME shall determine the number of people acting as technical support in its absolute discretion.
8.4.3 Technical support shall be in the English language.
8.4.4 Optionally, the Owner may request and purchase customer support services from MGAME for an additional Ongoing Monthly Fee. If such a purchase is made by the Owner, MGAME shall provide customer support services to the Owner’s customers on various channels that include but are not limited to e-mail, Facebook, Google Play and iTunes.
8.5.1 MGAME shall maintain records of all transactions taking place while utilizing the Licensed Software.
8.5.2 MGAME shall provide access to on-line and offline monitoring tools, created at third-party partners. Neither MGAME nor the Owner shall disclose the content of such agreements. The level of access is determined by MGAME in its sole discretion and it deserves the right to change access levels as it deems fit.
8.5.3 MGAME shall supply a complete accounting record, as defined by MGAME through MGAME’s back-end administrative interface, displaying real-time data on Gross Net Revenue generated and login information based on activity relating to the Licensed Software.
8.5.4 Both the Owner and MGAME shall have the right to utilize the accounting information for statistical and reporting purposes, provided specific information about the Owner is not disclosed.
8.5.6 MGAME shall archive and maintain the accounting information for a period of 2 fiscal years.
8.5.7 MGAME, at its discretion, may destroy any portion of the accounting information that MGAME deems to be no longer relevant.
8.6.1 MGAME shall maintain a database containing the Customer Information and will be solely responsible for protection of the customer data from virtual attacks, hacking efforts etc.
8.6.2 The Customer Information shall be the property of the Owner. Customer Information will be made available to the Owner via exported data sheets upon request.
8.6.3 MGAME may provide interim Customer Information reports, as defined by MGAME from time to time.
8.6.5 MGAME shall archive and maintain the Customer Information for a period of two years.
8.6.6 MGAME, in its discretion, may destroy any portion of the Customer Information that MGAME deems to be no longer relevant.
8.6.7 The Owner shall be given thirty days written notice prior to the destruction of any Customer Information. The Owner may choose to archive information about to be destroyed, at its own costs and facilities.
9.1.1 The Owner shall be solely responsible for all marketing of the services and products offered through the Licensed Software.
9.1.2 MGAME is not responsible for tracking or maintaining any records or data with respect to marketing the Licensed Software. The Owner shall be given access to a vast array of reporting tools (web-based) for the purpose of tracking and maintaining traffic, revenue, and marketing data, including but not limited to the MGAME administrative system, Google Play, iTunes Connect, Unity Ads, Google Analytics and any other third-party monitoring tool MGAME wishes to provide in the future and at its own discretion.
9.2.1 The Owner shall be solely responsible for determining to which jurisdictions it chooses to market the Games and from from where it chooses to receive payments.
9.2.2 The Owner shall be responsible for determining the legality of accepting payments in whichever jurisdictions the Owner chooses to market the Games.
9.2.3 The Owner shall indemnify MGAME for any reasonable legal costs, and fines that arise as a result of the Owner choosing to accept payments from any jurisdiction that determines or has determined that Internet game payments are illegal.
9.3.1 MGAME may construct and maintain an entire web site to be made available to the Owner’s customers if the Owner purchases the Browser app (the “Browser app”) option listed under “Professional plan“ on http://www.mgamesolutions.com.
9.3.2 MGAME shall provide a Uniform Resource Locator (“URL”) that MGAME deems necessary to properly market the Licensed Software.
9.3.3 MGAME shall ensure that the Browser app shall display a statement that the software is licensed, as well as all proprietary rights symbols such as Copyright and Trademark, as supplied by MGAME (the “Symbols”). In case Owner wishes to use the Symbols in any way, with approval from MGAME, they shall be of the exact same size and font as supplied by MGAME.
9.3.4 The Owner shall have the right to create as many URL’s that are dedicated solely to the promotion of the Owner’s gaming site as the Owner deems necessary.
9.3.5 MGAME shall have the right to make any changes to the Browser app it feels appropriate. All changes that are effected by MGAME will be free of charge to the Owner.
9.3.6 MGAME shall not in any way be held responsible for the design of any websites created by the Owner.
10.1 MGAME shall provide an in-game advertisement platform with a range of advertisement spaces, including but not limited to banner placements, pop-up and pop-under advertising, sponsorships, branding, in-game animations, and whatever additional advertisement spaces MGAME may make available in the Licensed Software from time to time, at its discretion.
10.2 MGAME reserves the sole right to manage the in-game advertisement inventory.
10.3 All in-game advertisement placements shall need to be approved by both MGAME and the Owner before they are displayed in the Licensed Software.
10.4 MGAME reserves the sole right to set all advertisement offers and advertisement rates for the in-game inventory, based on mutual agreement with the Owner. Sales presentations and agreements about advertisement placements in the Licensed Software shall be made available to the Owner from MGAME and to MGAME from the Owner or any third-party agent involved.
Unless otherwise provided in this Agreement, any notice provided for under this Agreement shall be transmitted by e-mail which shall be deemed received upon confirmation of the actual transmission of the e-mail:
To MGAME: MGAME Solutions Ltd.
To the Owner:
E-mail of Owner provided on http://www.mgamesolutions.com at the purchase of the Licensed Software.
11.2 Entire Agreement and Schedules
The parties agree that this Agreement and its Schedules, constitute the complete and exclusive statement of the terms and conditions between the Owner and MGAME covering the performance hereof and cannot be altered, amended or modified except in writing executed by an authorized representative of each party. The Owner further agrees that any terms and conditions of any purchase order or other instrument issued by the Owner in connection with this Agreement which is in addition or inconsistent with the terms and conditions of this Agreement shall not be binding on MGAME and shall not apply to this Agreement.
Any dispute in connection with this Agreement shall be settled by arbitration in accordance with any Arbitration Act agreed upon between the parties; provided, however, should any dispute arise under this Agreement, the parties shall endeavor to settle such dispute amicably between themselves. In the event that the parties fail to agree upon an amicable solution, such dispute shall be finally determined by arbitration as aforesaid.
11.4 Good Faith
The parties acknowledge to one another that each respectively intends to perform its obligations as specified in this Agreement in good faith.
11.5 Parties to Act Reasonably
The parties agree to act reasonably in exercising any discretion, judgment, approval or extension of time that may be required to effect the purpose and intent of this Agreement. Whenever the approval or consent of a party is required under this Agreement, such consent shall not be unreasonably withheld or delayed.
11.6 Governing Law
This Agreement and all Schedules shall be governed by and construed in accordance with the laws of Hungary, and the Owner hereby attorneys to the exclusive jurisdiction of the courts of Hungary notwithstanding any other provision expressed or implied in either this Agreement or the Schedules.
11.7 Time to be of the Essence
Time is of the essence of this Agreement and of every part thereof.
11.8 Number and Gender
In this Agreement the use of the singular number includes the plural and vice versa the use of any gender includes all genders, and the word “person” includes an individual, a trust, a partnership, a body corporate and politic, an association and any other incorporated or unincorporated organization or entity.
Captions or descriptive words at the commencement of the various sections are inserted only for convenience and are in no way to be construed as a part of this Agreement or as a limitation upon the scope of the particular section to which they refer.
This Agreement is personal to the Owner, except as provided in paragraph 10.11 of this Agreement and the Owner may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of MGAME, and such consent may be unreasonably withheld by MGAME.
This Agreement shall endure to the benefit of and be binding upon the Owner, its successors and permitted assigns. The Owner may delegate the performance of any of its obligations hereunder to any corporation which controls, is controlled by or is under common control with the Owner.
No condoning, excusing or waiver by any party hereto of any default, breach of non-observance by any other party hereto, at any time or times with respect to any covenants or conditions herein contained, shall operate as a waiver of that party’s rights hereunder with respect to any continuing or subsequent default, breach or nonobservance, and no waiver shall be inferred from or implied by any failure to exercise any rights by the party having those rights.
11.13 Further Assurance
Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this Agreement.
11.14 Cumulative Rights
All rights and remedies of MGAME are cumulative and are in addition to and shall not be deemed to exclude any other rights or remedies allowed by law except as specifically limited hereby. All rights and remedies may be exercised concurrently.
11.15 Prior Agreements
Except as specifically provided for herein, this Agreement, contains all of the terms agreed upon by the parties with respect to the subject matter herein and supersedes all prior agreements, assumptions, arrangements and understandings with respect thereto, whether oral or written.
If any part of this Agreement is unenforceable because of any rule of law or public policy, such unenforceable provision shall be severed from this Agreement, and this severance shall not affect the remainder of this Agreement.
11.17 No Partnership
Notwithstanding anything in this Agreement, no part of this Agreement, nor the Agreement as a whole shall be construed as creating a partnership or agency relationship between the parties. If any part of this Agreement should become construed as forming a partnership or agency relationship, that part shall be amended such that no partnership or agency relationship is created, but that part achieves what it was originally intended to achieve.
11.18 Dollar Amounts
All references to money or specific dollar amounts in this Agreement are in United States Dollars.
In the interpretation of this Agreement or any provision hereof, no inference shall be drawn in favor of or against any party by virtue of the fact that one party or its agents may have drafted this Agreement or such provision. Notwithstanding the above, if there is any uncertainty in the interpretation of this Agreement, the uncertainty shall be interpreted in MGAME’s favor.