This Playtest Agreement (“Agreement”) is made and entered into as of the date you click the “I Accept” button below (the “Effective Date”) by and between NCrafters (“Company”, “we” or “us”) and you, the individual accessing this Agreement (“you” or “Participant”), in which Participant agrees to beta test the unreleased interactive application described as the Game below.

Purpose: Participant will participate in a playtest to provide Company with comments, feedback, thoughts, questions, ideas, and suggestions (“Feedback”) regarding an unreleased interactive game (the “Game”). In connection with this purpose, the Company may disclose to Participant certain confidential information that must be treated as confidential. Use of the Game, or any other materials provided to Participant as part of the playtest not expressly permitted under this Agreement is strictly prohibited.

No Employment or Agency Relationship: Nothing in this Agreement is intended to, or will be construed to, create a partnership, agency, joint venture, employment or similar relationship.

Ownership: Company owns all right, title, and interest in and to (a) the ideas, concepts, brands, and products arising from the playtest, (b) the Game, (c) all related and underlying intellectual property including all trademarks, patents, and copyrights in the Game, and (d) all derivatives of the foregoing as defined by the Copyright Act (17 U.S.C. §101) and applicable case law. All Feedback submitted by Participant to Company is deemed a work-made-for-hire as defined in the Copyright Act (17 U.S.C. §201) and is owned by the Company. To the extent necessary, Participant hereby conveys, transfers, and assigns all rights in and to the same to Company and disclaims any and all proprietary and moral rights.

Confidential Information: “Confidential Information” means any information in any way related to the Game or the business of the Company and disclosed to the Participant, either directly or indirectly, orally or in writing, regardless of whether such Confidential Information is marked as “Confidential.” Confidential Information includes, but is not limited to, any prototypes, builds, code, schematics, designs, demos, assets, concepts, Feedback, data from the Game, information about proprietary works in progress, and any sample materials which Company may provide for review. Confidential information does not include information which (i) was publicly known and generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Participant; (iii) is approved for release or disclosure by written agreement of the Company; or (viii) is produced or disclosed pursuant to applicable law, regulation or court order provided that the Participant promptly notifies the Company of such proposed production or disclosure and takes reasonable action to cooperate with Company’s efforts to protect the confidentiality of the information so disclosed.

Non-Use and Non-Disclosure. Participant may not use any Confidential Information for any purpose other than to provide Company with Feedback. Participant may not disclose Confidential Information to any third party. Participant may not copy, distribute, publish, display, disseminate, release, or otherwise disclose Confidential Information. Participant may not discuss this playtest, content of the Game, or any experience with the Game with parties not participating in the playtest.

No Reverse Engineering. Participant may not, directly or indirectly, or aid or assist another to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Game, Confidential Information, or any part thereof.

Maintenance of Confidentiality. Participant must take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Participant may not make copies of the Confidential Information. Participant must immediately notify the Company in the event of any suspected unauthorized use or disclosure of the Confidential Information.

Your information. You consent that the Company may collect, use, disclose and dispose of your personal information as described below:

Use Information. When you use the Game, we may collect information that you input into the Game and other information about your use of and interaction with the Game. You agree that we may retain this information and use it for any purpose, including sharing with others.

No Sale. We do not and will not sell or otherwise monetize your personal information.

No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED AS IS, AND THE COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

No License. Nothing in this Agreement is intended to grant any rights to Participant under any patent, trademark, copyright or other intellectual property of the Company or otherwise, nor does this Agreement grant Participant any right in or to Confidential Information of the Company.

Removal of Materials. All materials, documents, software and any other tangible objects containing or representing Confidential Information, and all copies of the same, which are in the possession of Participant must be promptly returned to Company and removed from Participant’s possession upon Company’s request.

Term. The obligations under this Agreement survive with respect to any item of Confidential Information and remain in effect until the Confidential Information no longer qualifies as a trade secret or for a period of five years, whichever occurs later, starting from the date of disclosure of such item of Confidential Information.

Remedies. The parties agree that any violation or threatened violation of this Agreement will cause irreparable injury to the Company, entitling the Company to obtain injunctive relief in addition to all legal remedies.

Participant’s Representations and Warranties: By signing this agreement, Participant represents and warrants that Participant is over the age of 18.

Miscellaneous. This Agreement will bind and inure to the benefit of the parties hereto and their successors and assigns except that neither party may assign or transfer this Agreement, by operation of law or otherwise, without the other party’s prior written consent. This Agreement shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligations waived, except by a writing signed by all parties hereto.

BY CLICKING THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS ANY APPLICABLE POLICIES AND GUIDELINES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE "I ACCEPT" BUTTON AND DO NOT PARTICIPATE IN THE PLAYTEST.