| Language: |
VIDEO GAME TESTER
EVALUATION USER LICENSE AGREEMENT (“EULA”)
THESE TERMS FORM A BINDING AGREEMENT; PLEASE REVIEW THEM CAREFULLY
SPIRITWALK GAMES, INC. (“SPIRITWALK”) IS WILLING TO GRANT ACCESS TO AND PERMIT USE OF ITS SHARDBOUND VIDEO GAME ONLY TO TESTING PARTICIPANTS WHO AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY PERSON WHO DESIRES TO PARTICIPATE IN SPIRITWALK’S TESTING (THE “TESTING”) OF THE SHARDBOUND VIDEO GAME CURRENTLY UNDER DEVELOPMENT (THE “GAME”), MUST AFFIRMATIVELY INDICATE HIS OR HER ACCEPTANCE OF THIS AGREEMENT BY CLICKING TO CHECK THE BOX NEXT TO “I AGREE TO THE AGREEMENT” DURING THE GAME INSTALLATION PROCESS. BY INDICATING ACCEPTANCE AND THEREAFTER PROCEEDING WITH ANY INSTALLATION, TESTING, AND/OR OTHER USE OF THE GAME, YOU ARE AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT. SPIRITWALK IS NOT WILLING TO PROVIDE THE GAME TO ANY PERSON WHO IS UNWILLING OR UNABLE TO AGREE TO ALL OF THESE TERMS; ANY PROSPECTIVE PARTICIPANT WHO CANNOT OR WILL NOT AGREE TO ALL OF THESE TERMS MUST EXIT OUT OF THE REGISTRATION AND INSTALLATION PROCESS IMMEDIATELY, AND WILL NOT BE PERMITTED TO CONTINUE WITH ANY USE OF THE GAME OR WITH ANY OTHER MATERIALS PROVIDED AS PART OF THE TESTING.
This Agreement sets forth the terms under which you may use the Game and participate in the Testing. By accepting this Agreement, and in consideration for being provided access to the Game, you agree as follows:
1. Testing License. Following your agreement to and acceptance of this Agreement, Spiritwalk will provide you with access to the Game, together with any software, instructions, documentation, and any other materials that Spiritwalk is making available to other participants in the Testing (collectively, the “Game Materials”). You will use the Game Materials to create a Game account, which will allow you to play the Game and participate in the Testing. You will keep your login credentials secret and will not allow anyone besides you to use those credentials to access and play the Game. In playing the Game and participating in the Testing, you will comply with all applicable laws, rules and regulations, and with all Spiritwalk rules and policies applicable to the Game. You will promptly notify Spiritwalk if your login credentials are used by anyone other than you, whether or not authorized, or if you should suspect or become aware of any unauthorized access to or playing or use of the Game or your Game account.
2. Term and Termination. This Agreement will begin on the date that it is accepted by you, and will remain in effect until terminated as set forth in this Section 2.
• 2.1. Termination By Spiritwalk. Spiritwalk, which will have sole and exclusive control over the Testing and all participants therein, may terminate the Testing and/or your participation therein at any time and for any reason (including for no reason). Spiritwalk may elect to notify you of any such termination (whether of the Testing generally or of your participation therein specifically), but Spiritwalk will have no obligation to provide such notice, and may instead elect to disable your login credentials and prevent those credentials from providing you with access to the Game. You will not attempt to circumvent any failure by your login credentials to provide you with access to the Game, and will instead contact Spiritwalk with any questions or concerns.
• 2.2. Termination By You. You may terminate this Agreement and your participation in the Testing at any time by ending your use of the Game and thereafter complying with Section 2.3 below, and with any other terms of this Agreement that survive its termination.
• 2.3. Effect of Termination. Immediately following any termination of this Agreement, except as Spiritwalk may otherwise instruct in writing, you will immediately delete all Game software and Game Materials from your computer and from all your other devices that have stored any Game software or Game Materials. Sections 4 through 8 will survive the termination of this Agreement.
3. License Grant. Spiritwalk grants you a personal, limited, non-exclusive and non-transferrable license to use the Game and all Game Materials during the Testing, solely for your own use, and subject to all of the terms, conditions and restrictions hereof. You will not (a) reproduce, distribute, lend, sublicense, or otherwise make the Game or any Game Materials available to any third party; (b) attempt or assist in any attempt to decompile, reverse engineer, or disassemble the Game, or attempt or assist in any attempt to disrupt, interfere with, or otherwise affect any network communications regarding or related to the Game and its players (including, without limitation, any attempt to use network communications to mislead or deceive Spiritwalk or any other player); (c) remove, obscure or alter any copyright, trademark or other notices or legends appearing in the Game or any Game Materials, or (d) use the Game or any Game Materials in any manner not expressly authorized by this Agreement.
4. Feedback. As part of the Testing, you may be asked to provide Spiritwalk with (or you may decide, independent of any Spiritwalk request, to provide) feedback, comments or suggestions related to the Game and your experience playing the Game and participating in the Testing (collectively, “Feedback”). You will promptly, honestly and accurately respond to all Spiritwalk requests for Feedback, and you understand that all Feedback will be confidential, and will be the sole and exclusive property of Spiritwalk. Accordingly, you hereby assign and agree to assign to Spiritwalk all of your right, title and interest in and to the Feedback. Spiritwalk and its business partners will be entitled to copy, distribute, modify, and otherwise use your Feedback, including all derivative works thereof, for any and all purposes, commercial or otherwise, without any obligation whatsoever to you. From time to time, upon Spiritwalk’s request, you will execute and deliver such instruments as may be reasonably necessary (as determined by Spiritwalk) to carry out the purposes and intent of this Agreement, including the rights granted hereunder.
5. Ownership. Spiritwalk owns and will retain all right, title and interest in and to (a) the Game, all Game Materials and all Feedback, including any and all modifications to or derivative works of any of the foregoing, and (b) any and all copyrights, moral rights, trademarks, patents, trade secrets and other forms of intellectual property rights recognized in any jurisdiction embodied in any of the items described in subsection (a). All rights not expressly granted to you under this Agreement are reserved by Spiritwalk.
6. Indemnification. You will indemnify, defend and hold harmless Spiritwalk and its directors, officers, employees and business partners from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or resulting from your breach or alleged breach of this Agreement.
7. Disclaimer and Limitation of Liability.
• 7.1. Disclaimer. YOU UNDERSTAND AND AGREE THAT THE GAME AND ALL GAME MATERIALS ARE BEING PROVIDED “AS IS” AND WITHOUT WARRANTY. SPIRITWALK MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE GAME, THE GAME MATERIALS OR THE TESTING, AND SPIRITWALK EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTIES THAT MIGHT ARISE FROM PERFORMANCE OR A COURSE OF DEALING. SPIRITWALK DOES NOT WARRANT THAT THE GAME OR ANY GAME MATERIALS WILL BE CORRECT OR ERROR-FREE, OR WILL OPERATE ON AN UNINTERRUPTED BASIS.
• 7.2. Limitation of Liability. You are participating in the Testing and playing the Game at your sole risk, and Spiritwalk and its representatives and agents will have no liability or responsibility to you whatsoever as a result of your playing of the Game or participating in the Testing. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPIRITWALK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, OR LOST DATA) RELATING TO YOUR USE OF THE GAME AND GAME MATERIALS, TO YOUR PARTICIPATION IN THE TESTING, OR TO ANY OTHER PRODUCTS, SERVICES OR MATERIALS PROVIDED UNDER THIS AGREEMENT. This limitation applies regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action, and whether or not you were advised of the possibility of such loss or damages.
8. Miscellaneous Terms. You are an independent contractor and not a Spiritwalk employee, and nothing in this Agreement is intended to create any employment relationship between you and Spiritwalk. If any provision of this Agreement is determined to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement will continue in full force and effect without being impaired or invalidated in any way. All notices under this Agreement will be in writing and will be deemed to have been given and received when delivered by hand or by email (for purposes of notices to you only; email will not be a valid means of providing notice to Spiritwalk), or sent by nationally recognized overnight courier or by registered or certified mail, addressed, if to Spiritwalk, at its principal place of business, and if to you, to the then-current email or mailing address provided in your Game profile or other account information. This Agreement will be governed by California law, without reference to conflicts of law rules. You irrevocably consent to the sole and exclusive jurisdiction of the state and federal courts located in the County of San Mateo, California for any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions it contemplates. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and writings with respect thereto. No modification or alteration of this Agreement will be effective unless made in writing and signed by both parties hereto, and no waiver of any term of this Agreement will be deemed to be or be construed as a further or continuing waiver of any such term, or as a waiver of any other term of this Agreement. You will not assign or subcontract any right in or obligation arising under this Agreement, and any assignment or delegation in violation of this section will be null and void and of no effect. This Agreement will be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors and permitted assigns.
BY CLICKING TO INDICATE AGREEMENT TO AND ACCEPTANCE THIS AGREEMENT (OR OTHERWISE TAKING ANY ACTION REQUIRED OR PERMITTED BY SPIRITWALK AS AN INDICATION OF ACCEPTANCE OF THIS AGREEMENT), YOU ARE ACKNOWLEDGING YOUR UNDERSTANDING AND ACCEPTANCE OF THIS AGREEMENT, AND THAT YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.
EVALUATION USER LICENSE AGREEMENT (“EULA”)
THESE TERMS FORM A BINDING AGREEMENT; PLEASE REVIEW THEM CAREFULLY
SPIRITWALK GAMES, INC. (“SPIRITWALK”) IS WILLING TO GRANT ACCESS TO AND PERMIT USE OF ITS SHARDBOUND VIDEO GAME ONLY TO TESTING PARTICIPANTS WHO AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY PERSON WHO DESIRES TO PARTICIPATE IN SPIRITWALK’S TESTING (THE “TESTING”) OF THE SHARDBOUND VIDEO GAME CURRENTLY UNDER DEVELOPMENT (THE “GAME”), MUST AFFIRMATIVELY INDICATE HIS OR HER ACCEPTANCE OF THIS AGREEMENT BY CLICKING TO CHECK THE BOX NEXT TO “I AGREE TO THE AGREEMENT” DURING THE GAME INSTALLATION PROCESS. BY INDICATING ACCEPTANCE AND THEREAFTER PROCEEDING WITH ANY INSTALLATION, TESTING, AND/OR OTHER USE OF THE GAME, YOU ARE AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT. SPIRITWALK IS NOT WILLING TO PROVIDE THE GAME TO ANY PERSON WHO IS UNWILLING OR UNABLE TO AGREE TO ALL OF THESE TERMS; ANY PROSPECTIVE PARTICIPANT WHO CANNOT OR WILL NOT AGREE TO ALL OF THESE TERMS MUST EXIT OUT OF THE REGISTRATION AND INSTALLATION PROCESS IMMEDIATELY, AND WILL NOT BE PERMITTED TO CONTINUE WITH ANY USE OF THE GAME OR WITH ANY OTHER MATERIALS PROVIDED AS PART OF THE TESTING.
This Agreement sets forth the terms under which you may use the Game and participate in the Testing. By accepting this Agreement, and in consideration for being provided access to the Game, you agree as follows:
1. Testing License. Following your agreement to and acceptance of this Agreement, Spiritwalk will provide you with access to the Game, together with any software, instructions, documentation, and any other materials that Spiritwalk is making available to other participants in the Testing (collectively, the “Game Materials”). You will use the Game Materials to create a Game account, which will allow you to play the Game and participate in the Testing. You will keep your login credentials secret and will not allow anyone besides you to use those credentials to access and play the Game. In playing the Game and participating in the Testing, you will comply with all applicable laws, rules and regulations, and with all Spiritwalk rules and policies applicable to the Game. You will promptly notify Spiritwalk if your login credentials are used by anyone other than you, whether or not authorized, or if you should suspect or become aware of any unauthorized access to or playing or use of the Game or your Game account.
2. Term and Termination. This Agreement will begin on the date that it is accepted by you, and will remain in effect until terminated as set forth in this Section 2.
• 2.1. Termination By Spiritwalk. Spiritwalk, which will have sole and exclusive control over the Testing and all participants therein, may terminate the Testing and/or your participation therein at any time and for any reason (including for no reason). Spiritwalk may elect to notify you of any such termination (whether of the Testing generally or of your participation therein specifically), but Spiritwalk will have no obligation to provide such notice, and may instead elect to disable your login credentials and prevent those credentials from providing you with access to the Game. You will not attempt to circumvent any failure by your login credentials to provide you with access to the Game, and will instead contact Spiritwalk with any questions or concerns.
• 2.2. Termination By You. You may terminate this Agreement and your participation in the Testing at any time by ending your use of the Game and thereafter complying with Section 2.3 below, and with any other terms of this Agreement that survive its termination.
• 2.3. Effect of Termination. Immediately following any termination of this Agreement, except as Spiritwalk may otherwise instruct in writing, you will immediately delete all Game software and Game Materials from your computer and from all your other devices that have stored any Game software or Game Materials. Sections 4 through 8 will survive the termination of this Agreement.
3. License Grant. Spiritwalk grants you a personal, limited, non-exclusive and non-transferrable license to use the Game and all Game Materials during the Testing, solely for your own use, and subject to all of the terms, conditions and restrictions hereof. You will not (a) reproduce, distribute, lend, sublicense, or otherwise make the Game or any Game Materials available to any third party; (b) attempt or assist in any attempt to decompile, reverse engineer, or disassemble the Game, or attempt or assist in any attempt to disrupt, interfere with, or otherwise affect any network communications regarding or related to the Game and its players (including, without limitation, any attempt to use network communications to mislead or deceive Spiritwalk or any other player); (c) remove, obscure or alter any copyright, trademark or other notices or legends appearing in the Game or any Game Materials, or (d) use the Game or any Game Materials in any manner not expressly authorized by this Agreement.
4. Feedback. As part of the Testing, you may be asked to provide Spiritwalk with (or you may decide, independent of any Spiritwalk request, to provide) feedback, comments or suggestions related to the Game and your experience playing the Game and participating in the Testing (collectively, “Feedback”). You will promptly, honestly and accurately respond to all Spiritwalk requests for Feedback, and you understand that all Feedback will be confidential, and will be the sole and exclusive property of Spiritwalk. Accordingly, you hereby assign and agree to assign to Spiritwalk all of your right, title and interest in and to the Feedback. Spiritwalk and its business partners will be entitled to copy, distribute, modify, and otherwise use your Feedback, including all derivative works thereof, for any and all purposes, commercial or otherwise, without any obligation whatsoever to you. From time to time, upon Spiritwalk’s request, you will execute and deliver such instruments as may be reasonably necessary (as determined by Spiritwalk) to carry out the purposes and intent of this Agreement, including the rights granted hereunder.
5. Ownership. Spiritwalk owns and will retain all right, title and interest in and to (a) the Game, all Game Materials and all Feedback, including any and all modifications to or derivative works of any of the foregoing, and (b) any and all copyrights, moral rights, trademarks, patents, trade secrets and other forms of intellectual property rights recognized in any jurisdiction embodied in any of the items described in subsection (a). All rights not expressly granted to you under this Agreement are reserved by Spiritwalk.
6. Indemnification. You will indemnify, defend and hold harmless Spiritwalk and its directors, officers, employees and business partners from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or resulting from your breach or alleged breach of this Agreement.
7. Disclaimer and Limitation of Liability.
• 7.1. Disclaimer. YOU UNDERSTAND AND AGREE THAT THE GAME AND ALL GAME MATERIALS ARE BEING PROVIDED “AS IS” AND WITHOUT WARRANTY. SPIRITWALK MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE GAME, THE GAME MATERIALS OR THE TESTING, AND SPIRITWALK EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTIES THAT MIGHT ARISE FROM PERFORMANCE OR A COURSE OF DEALING. SPIRITWALK DOES NOT WARRANT THAT THE GAME OR ANY GAME MATERIALS WILL BE CORRECT OR ERROR-FREE, OR WILL OPERATE ON AN UNINTERRUPTED BASIS.
• 7.2. Limitation of Liability. You are participating in the Testing and playing the Game at your sole risk, and Spiritwalk and its representatives and agents will have no liability or responsibility to you whatsoever as a result of your playing of the Game or participating in the Testing. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPIRITWALK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, OR LOST DATA) RELATING TO YOUR USE OF THE GAME AND GAME MATERIALS, TO YOUR PARTICIPATION IN THE TESTING, OR TO ANY OTHER PRODUCTS, SERVICES OR MATERIALS PROVIDED UNDER THIS AGREEMENT. This limitation applies regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action, and whether or not you were advised of the possibility of such loss or damages.
8. Miscellaneous Terms. You are an independent contractor and not a Spiritwalk employee, and nothing in this Agreement is intended to create any employment relationship between you and Spiritwalk. If any provision of this Agreement is determined to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement will continue in full force and effect without being impaired or invalidated in any way. All notices under this Agreement will be in writing and will be deemed to have been given and received when delivered by hand or by email (for purposes of notices to you only; email will not be a valid means of providing notice to Spiritwalk), or sent by nationally recognized overnight courier or by registered or certified mail, addressed, if to Spiritwalk, at its principal place of business, and if to you, to the then-current email or mailing address provided in your Game profile or other account information. This Agreement will be governed by California law, without reference to conflicts of law rules. You irrevocably consent to the sole and exclusive jurisdiction of the state and federal courts located in the County of San Mateo, California for any action, suit or proceeding arising out of or relating to this Agreement or any of the transactions it contemplates. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and writings with respect thereto. No modification or alteration of this Agreement will be effective unless made in writing and signed by both parties hereto, and no waiver of any term of this Agreement will be deemed to be or be construed as a further or continuing waiver of any such term, or as a waiver of any other term of this Agreement. You will not assign or subcontract any right in or obligation arising under this Agreement, and any assignment or delegation in violation of this section will be null and void and of no effect. This Agreement will be binding on and inure to the benefit of each party’s heirs, executors, legal representatives, successors and permitted assigns.
BY CLICKING TO INDICATE AGREEMENT TO AND ACCEPTANCE THIS AGREEMENT (OR OTHERWISE TAKING ANY ACTION REQUIRED OR PERMITTED BY SPIRITWALK AS AN INDICATION OF ACCEPTANCE OF THIS AGREEMENT), YOU ARE ACKNOWLEDGING YOUR UNDERSTANDING AND ACCEPTANCE OF THIS AGREEMENT, AND THAT YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.