Monta Academy Agreement
We periodically update these terms, and you can find the most recent version on this webpage.
"Academy Portal" means all of our web-based inbound marketing and sales applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via https://monta.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you for your use in accordance with the terms of this Agreement.
"Academy Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Monta Academy certification resources and make available to you under this Agreement.
"Agreement" means this Monta Academy Agreement and all materials referred or linked to in here.
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information concerning: (a) Disclosing Party's customer and prospect information, including Customer Data and Customer Materials, as defined in the Customer Terms of Service (b) Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
"Customer Terms of Service" means those terms and conditions located at https://app.monta.app/terms-and-conditions, as modified from time to time.
"Academy Partner Benefits" means the benefits made available to partners which we have described at https://academy.monta.com, or another website we may designate.
"Academy Partner Program" means our partner program as described in this Agreement.
"End User" means the authorized and actual user of the Academy Portal.
"We", "us", "our", and "Monta" means Monta ApS, Strandboulevarden 122, 2100 Copenhagen, Denmark, email: firstname.lastname@example.org, with company registration number: 41668385.
"You" and "Partner" means the party, other than Monta, entering into this Agreement and participating in the Academy Partner Program.
2. Acceptance, Rights and Obligations
If you are accepted to participate in the Academy Partner Program, then upon notification of acceptance the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.
We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the Academy Content solely to promote Monta.
You may not alter the appearance of the Academy Content or remove our name or logo from the Academy Content. "Whitelabeling" is strictly prohibited. We determine the Academy Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.
You agree to abide by the Monta Academy Terms, and to anyone using the Academy Content to do the same. You will take all reasonable steps to ensure that anyone using the Academy Content do not use the Academy Content in violation of the Monta Academy Terms. If you discover or have reason to believe that any student is making use of the Academy Content in violation of the Monta Academy Terms, then you will immediately notify us in writing.
You are permitted to allow End Users to use the Academy Portal and you remain fully liable and responsible for all use and misuse of the Academy Portal by End Users.
You will not lease, distribute, license, sell or otherwise commercially exploit the Academy Portal. Commercial use or exploitation shall include use of the Academy Portal for the purposes of monetary reward.
We reserve the right to suspend, modify, or discontinue any or all part of the Academy Portal at any time without prior notice to you, and we may not give you the opportunity to retrieve your or your End User's data. In the event of a conflict between the terms that apply to the Academy Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.
No fees, commissions or other payments will be due or payable under this Agreement (unless we otherwise agree in writing). Each party is responsible for its own costs and expenses related to this Agreement.
3. Trademarks & Proprietary Rights
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos ("Partner Marks") in connection with the Academy Partner Program and this Agreement.
You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
No license to any software is granted by this Agreement. The Academy Content, the Academy Portal and the Monta products and services are protected by intellectual property laws. The Academy Content, the Academy Portal and the Monta products and services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Academy Content, the Academy Portal and the Monta products and services. The Monta logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers and partners to comment on the Academy Portal and Monta products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Monta products and services, without payment to you.
a. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
b. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
c. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of the other party's Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this "Confidentiality" section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days' written notice to the other party.
Termination for Cause. We may terminate this Agreement: (i) upon five (5) days' notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Academy Content violate the Monta Academy Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, (v) immediately, if you breach your confidentiality obligations under this Agreement or infringe or misappropriate Monta's intellectual property rights, (vi) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Upon termination or expiration, you will discontinue all use of and delete all Academy Content, cease promoting your partner status, and will immediately discontinue all use of our trademarks, including any Monta badges, if applicable. Termination or expiration of this Agreement shall not cause your customer service subscription agreement to be terminated, if you have one.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Academy Partner Program, (b) your noncompliance with or breach of this Agreement, (c) your or your End User's use of the Academy Portal, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
7. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE MONTA PRODUCTS OR SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM, OR THE Academy Portal FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE Academy Portal MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE MONTA PRODUCTS AND SERVICES THE EDUCATION PARTNER PROGRAM AND THE Academy Portal ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE MONTA PRODUCTS AND SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM AND THE Academy Portal INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED EUROS.
d. Academy Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE Academy Portal THAT YOU OR YOUR END USERS USE.
a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at https://app.monta.app/academy-terms. The updated Agreement will become effective and binding on the next business day after it is posted. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. This Agreement shall be governed by the laws of Denmark, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be the courts of Denmark.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
f. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Academy Content and the Monta products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Academy Content or the Monta products and services to prohibited countries or individuals or permit use of the Academy Content or the Monta products and services by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Entire Agreement. This Agreement is the entire agreement between us for Academy Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Monta products and services, our trademarks, or any other property or right of ours.
Sales by Monta. This Agreement shall in no way limit our right to make available or sell the Academy Content or the Monta products and services, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: 'Proprietary Rights', 'Confidentiality', 'Termination', 'Indemnification', 'Disclaimers; Limitation of Liability', and 'General'.
This Agreement was last updated on 11 March 2022.