TESTER NON DISCLOSURE AGREEMENT
This Non Disclosure Agreement (”The Agreement”) is made effective [current date]
BETWEEN
Dark Horse Digital Pty Ltd ("the Company") a duly incorporated company in the State of New South Wales and having a Registered Office in that State at 460A Pennant Hills Rd Pennant Hills NSW 2120
AND
[Tester’s full name] (“The Tester”) an individual residing in [State/Province] of [Country of Residence] located at:
[FULL ADDRESS]
WHEREAS
"The Tester" agrees to test software for a new card game known as BamBoozal™ (“The Game”) and submit feedback to The Company via a Questionnaire provided by them. The Company and the Tester agree to the following:
1. COMPANY OBLIGATIONS
1.1 The Company shall provide the Tester with a copy of the game software and any necessary instructions that go with it.
1.2 Upon completion of both the Alpha and Beta testing stages and contingent upon the company’s decision to proceed with the production of the game, the Tester will receive a complimentary release version of the game at its Public Release. This will also include any in-app purchases or other game functions made available to the General Public at that time.
Going forward and after this time, all future game upgrades or in-app purchases or other game functions must be purchased by the Tester and will be subject to online, in-store pricing.
1.3 Unless otherwise declined by you, and by way of our thanks for your testing-help, your name will appear in the Game Credits.
2. TESTER’S OBLIGATIONS
2.1 The Tester has agreed to help test BamBoozal™ a new card game software in the Company's testing area.
2.2 The Tester shall answer all questions supplied by the Company via its online Questionnaire.
2.3 The Tester is required to erase all game play history from their computer’s memory at the completion of the Alpha/Beta testing period(s).
3. SOFTWARE TRADE SECRETS
3.1 The Tester acknowledges that the game software is proprietary to, and a valuable trade secret of the Company.
3.2 The tester shall treat the game software in the strictest of confidence.
3.3 The Tester agrees that s/he will not, without the Company’s prior written consent:
3.3.1 Disclose any information about the game software, its design and performance specifications, its code, the existence of either Alpha/Beta testing or their results to anyone other than the Company’s representatives performing the testing.
3.3.2 Copy any portion of the game software or documentation, except to the extent necessary to perform the beta testing; or
3.3.3 Reverse engineer, decompile or disassemble the game software or any portion of it.
4. SECURITY PRECAUTIONS
4.1 The Tester shall take all reasonable precautions to prevent the game software from being seen by any unauthorised individual(s).
5. TERM OF AGREEMENT
5.1 The Alpha test period shall start on [insert TESTING start date] until insert TESTING end date.
5.2 This Agreement shall terminate at the end of the Beta test period or when all access to the testing area is cancelled.
5.3 The restrictions and obligations contained in Clauses 3,6,7,8 and 9 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind the Tester.
6. TEST AREA ACCESS AND MATERIALS
6.1 At the completion of both the Alpha and Beta testing periods, all access to the Testing Area by Testers will be cancelled. All User login details will become invalid.
7. DISCLAIMER OF WARRANTY
7.1 The Tester understands and acknowledges that the game software is a test product and its accuracy and reliability are not guaranteed.
7.2 Due to the experimental nature of the game software, the Tester should not rely on the game software for any reason. The Tester waives any and all claims s/he may make against the Company arising from the performance or non-performance of the game software.
7.3 The game software is provided as is, and the Company shall be held harmless against any and all representations or warranties of any kind whether express or implied, with respect to it, including any implied warranties of merchantability or fitness for a particular purpose.
8. LIMITATION OF LIABILITY
8.1 The Company shall be held harmless for any loss or damage to the Tester or any Third Parties caused by the game software or by the Company’s performance of this Agreement.
8.2 The Company shall be held harmless for any direct, indirect, special, incidental or consequential damage whether based on Contract or Tort law or any other legal theory arising out of any use of the game software or any performance of this Agreement.
9. NO RIGHTS GRANTED
9.1 The Tester understands and acknowledges that the game software is provided for her/his own use and for testing purposes only.
9.2 This Agreement does not constitute a grant, intention or commitment to grant any right, title or interest in the game software, or the Company trade secrets to the Tester.
9.3 The Tester shall not sell or transfer any part of the game software to any Third Party or use the game software in any manner to produce, market or support her/his own products.
9.4 The Tester shall identify the game software as the Company’s property.
10. NO ASSIGNMENTS
10.1 This Agreement is personal to the individual Tester. The Tester shall not assign or otherwise transfer any rights or obligations under this Agreement to anyone else.
11. ENTIRE AGREEMENT
11.1 This Agreement contains the entire understanding and agreement between the parties. Any representation, promise, or condition not explicitly stated in this Agreement shall not be binding on either party.
11.2 All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be binding.
12. APPLICABLE LAW
This Agreement and your use of the game software is governed by Australian law and you submit to the exclusive jurisdiction of the Australian Courts.
IN WITNESS WHEREOF that the parties have executed this Agreement on the dates set down above and in the full knowledge and understanding of its contents and significance. The parties agree to be legally bound by all the Terms and Conditions set out in this Agreement.