BETA TESTER AGREEMENT
END-USER LICENSE AGREEMENT
10 February 2018
This Software Agreement ("Agreement") is between You (either an individual or an entity), the End User, and Saltwater Assembly Pty Ltd (ABN 92618699773)
Thank you for agreeing to participate in the closed beta testing program of Ruby Dragon™ game (the “Game”) currently under development by Saltwater Assembly Pty Ltd (ABN 92618699773). This is a unique opportunity for you to experience an exciting game before its release to the general public. This letter shall serve as an agreement (the “Agreement”) between you and Saltwater Assembly, with regard to your participation in the beta testing program.
In consideration of the mutual covenants contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, you and Saltwater Assembly agree as follows:
1. Testing Services
You will have the opportunity to access and play the Game. Saltwater Assembly respectfully requests that you provide feedback regarding your game-play experience, including issues such as usability, bug reports, overall impressions, and any other information relating to the Game (the “Feedback”). You agree that you shall receive no compensation for participating in the beta testing program. You understand and acknowledge that Saltwater Assembly may use built-in tracking features to obtain information regarding use of the beta test site, and agree that this information is the property of Saltwater Assembly.
2. Limited License
You are entitled to access, download or install, and operate the Game solely for the purposes of performing your obligations under this Agreement. You may not sell, license, or transfer the Game, or reproductions of the Game to other parties in any way. You may download or install, and operate the Game on APPLE devices linked to the email address provided on sign-up., and installed via TestFlight.
This Agreement shall commence on the date above, and shall continue in effect until you have completed testing the Game and provided all Feedback to Saltwater Assembly, or unless terminated by Saltwater Assembly. Saltwater Assembly may terminate this Agreement at any time upon written notice (including, for purposes of this Agreement, notice sent via email) to you.
All your testing shall be done at your own facilities, and all necessary supplies, including appropriate smart device, shall be supplied by you. Saltwater Assembly agrees to provide you with appropriate software and access codes to Saltwater Assembly's beta test site, if any, as may be reasonably necessary in order for you to test the Game and perform your obligations under this Agreement.
5. Protection of Confidential Information
During the course of performing your obligations under this Agreement, you may have access to computer software, business methods or other technical or business information which is not generally known and which is proprietary to Saltwater Assembly and/or to parties affiliated with Saltwater Assembly (“Confidential Information”). Specifically, you agree to treat as Confidential Information all information concerning the Game or of which you are otherwise made aware in connection with performing your obligations under this Agreement, including without limitation, the Feedback, any technical or business information Saltwater Assembly provides to you in connection with this Agreement, regardless of whether it is specifically designated as confidential and regardless of whether it is in written, oral, electronic, or other form. The Confidential Information may include, without limitation, trade secrets, know-how, inventions, game interfaces, technical data or specifications, testing methods, business or financial information, research and development activities, product and marketing plans, and customer and supplier information. You agree that you shall maintain all Confidential Information in strict confidence; and will use all Confidential Information only for the purposes stated in this Agreement. You agree to maintain all the Confidential Information in confidence during the term and after termination of this Agreement, and agree not to disclose or permit access by any third party to any Confidential Information, unless Saltwater Assembly expressly permits you to do so.
You agree that all right, title, and interest to the Feedback, and any inventions relating to an improvement of the Game conceived or made as a result of your participation shall be Saltwater Assembly’s property, and may be used and disclosed by Saltwater Assembly for any purpose. To the extent that any portion of your Feedback is protectable by copyright, you agree that it has been specially ordered and commissioned by Saltwater Assembly and shall be considered the “author” of the Feedback and the sole and exclusive owner throughout the world of copyright in the Feedback. You hereby assign and agree to assign to Saltwater Assembly all right, title, and interest in and to the copyright in the Feedback or in any portion of the Feedback. All right, title, and interest to the Game remains the property of Saltwater Assembly, and is protected by copyright and other intellectual property laws.
7. No Alterations/Return of Material
You shall not alter or remove any proprietary legend or notice from any Confidential Information, the Game, or any other material supplied to you by Saltwater Assembly, or attempt to copy, modify, transfer, decompile or reverse engineer any Confidential Information, the Game, or other such material. Upon Saltwater Assembly’s request during the term of this Agreement, and upon termination of this Agreement, you agree to turn over to Saltwater Assembly all copies of the Feedback and all copies of documents or other media in any form, written or mechanical, which contain Confidential Information, whether created by you or furnished to you by one of the above-referenced parties.
You acknowledge that if you breach any of the provisions of Paragraphs 5 or 7, Saltwater Assembly and its affiliates would suffer irreparable damage. You therefore agree that if you do breach any of these provisions, in addition to provable damages and reasonable attorneys’ fees, Saltwater Assembly shall be entitled to enjoin such breach and to obtain specific performance of such provisions in any court of competent jurisdiction.
LIMITED WARRANTY. THE GAME SHALL BE PROVIDED TO YOU ON AN AS IS BASIS ONLY. SALTWATER ASSEMBLY, ITS AFFILIATES, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE GAME. ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY THAT THE GAME IS FIT FOR A PARTICULAR PURPOSE OR ERROR-FREE, AND THE IMPLIED WARRANTY OF MERCHANTABILITY ARE EXPRESSLY AND SPECIFICALLY DISCLAIMED.
LIMITATION OF LIABILITIES. SALTWATER ASSEMBLY, AND ITS AFFILIATES, ITS LICENSORS, SUPPLIERS AND/OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION AND MARKETING OF THE GAME, SHALL NOT BE LIABLE, FOR ANY REASON WHATSOEVER, FOR ANY DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, CONSEQUENTIAL, TORT, CONTRACT, OR ANY DIRECT OR GENERAL DAMAGES, THAT YOU MIGHT INCUR AS A RESULT OF YOUR USE AND TESTING OF THE GAME. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You agree that you shall be acting as an independent contractor and shall not be considered, or represent yourself as, an agent, employee, joint venturer, or partner of Saltwater Assembly or its affiliates. This Agreement shall be binding upon and inure to the benefit of your respective successors and assigns; however, you may not assign this Agreement, in whole or in part, without Saltwater Assembly’s prior written consent. No waiver of any default, condition or breach of this Agreement shall constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise. This Agreement shall be governed by the laws of the Commonwealth of Australia and the state of Victoria and we both agree to submit to the exclusive jurisdiction of, and waive any objections to the venue of, the state and federal courts of the Commonwealth of Australia for any dispute relating to the subject matter of this Agreement. This Agreement represents the entire agreement between us and may only be modified by an instrument in writing signed by both of us.
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This Agreement was last updated on 10 February 2018