PLAYTESTING & CONFIDENTIALITY AGREEMENT
Last Updated: June 13, 2023
In connection with certain user game testing and feedback sessions and related discussions ("Playtesting") with Theorycraft Games Inc. ("Company"), the Company has allowed you access, or may allow you access, to certain of its games and other business, technical or other information, materials and/or ideas relating to the Company's games, services, technology and business ("Proprietary Information," which term shall include, without limitation, anything you learn or discover as a result of exposure to any Proprietary Information). In consideration of the opportunity to participate in Playtesting, you agree:
You will hold in confidence and will not possess or use (except as part of your participation in Playtesting) or disclose any Proprietary Information except information you can document is in the public domain through no fault of yours or was properly known to you, without restriction, prior to disclosure by Company. You will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Proprietary Information. You will not reverse engineer or attempt to derive the source code, composition or underlying information, structure or ideas of any Proprietary Information. Nothing in this agreement grants you a license in or to any of the Proprietary Information.
As part of your Playtesting, you will be asked to provide feedback, suggestions, comments and the like regarding Company's games and other aspects of your Playtesting experience. If you provide Company any feedback, ideas, enhancements, improvements, fixes, concepts or suggestions about any Proprietary Information or the Company's games, business or technology ("Feedback"), you grant Company, without charge, the fully paid up, irrevocable right and license to use, share, commercialize and otherwise fully exercise and exploit your Feedback and all related rights (and to allow others to do so) in any way and for any purpose. These rights survive termination of this agreement in perpetuity.
At the conclusion of the Playtesting you will promptly return to Company all Proprietary Information and all copies, notes and other embodiments thereof. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until you can document that such Proprietary Information falls into one of the exceptions stated in Paragraph 1 above. You will promptly notify Company of any unauthorized release or use of Proprietary Information. All notices must be sent to [email protected].
ALL COMPANY GAMES AND OTHER PROPRIETARY INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. FURTHER, COMPANY SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY (A) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF DATA AND LOSS OF PROFITS, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY YOU HEREUNDER, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
This Agreement is personal to you, is nonassignable by you, is governed by the internal laws of the State of California and may be modified or waived only in writing signed by both parties. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Los Angeles. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. You acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to Company for which damages are not an adequate remedy and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys' fees and costs.