This is an agreement between Big Picture Games Ltd. (the "Company") and you (the "Tester"), in which Tester agrees to test a software program known as Rise of Agon (the "Software") and keep the Company aware of the test results.
1. Company's Obligations: The Company shall provide Tester with a copy of the Software and any necessary documentation and instruct Tester on how to use it and the desired test data to be gained and hereby grants Tester a nonexclusive, limited license to install the Software on its computer system for the sole purpose of testing the performance of the Software and advising Company of the results of such tests. Tester shall be entitled to the same benefits to which regular purchasers of the Software will be entitled.
2. Tester's Obligations: Tester shall test the Software under normally expected operating conditions in Tester's environment during the test period. Tester shall gather and report test data as mutually agreed upon with the Company. Tester shall allow the Company access to the Software during normal working hours for inspection, modifications and maintenance.
3. Software Trade Secret: Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall treat the Software in the strictest confidence. Tester agrees that it will not, without the Company's prior written consent:
(a) disclose any information about the Software, its design and performance specifications, its code, and the existence of the alpha test and its results to anyone other than Tester's employees who are performing the testing;
(b) copy any portion of the Software or documentation, except to the extent necessary to perform the alpha testing; or
(c) reverse engineer, decompile or disassemble the Software or any portion of it.
(d) stream or record videos or produce screenshots of any gameplay footage during the alpha testing periods.
(e) post any public information on public forums, the Rise of Agon forums, or any Internet communication channel about the Rise of Agon alpha testing.
4. Security Precautions: Tester shall take reasonable security precautions to prevent the Software from being seen by unauthorized individuals.
5. Term of Agreement: This Agreement shall terminate at the end of the test period or when the Company asks Tester to return the Software, whichever occurs first. The restrictions and obligations contained in Clauses 3, 6, 7, 8 and 9 shall survive the expiration, termination or cancellation of this Agreement.
6. Return of Software and Materials: Upon the conclusion of the testing period or at the Company's request, Tester shall erase all portions of Software from computer memory.
7. Disclaimer of Warranty: Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Tester is advised not to rely exclusively on the Software for any reason. Tester waives any and all claims it may have against the Company arising out of the performance or nonperformance of the Software.
THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS 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: The Company shall not be responsible for any loss or damage to Tester or any third parties caused by the Software or by the Company's performance of this Agreement.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.
9. No Rights Granted: Tester understands and acknowledges that the Software is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company's trade secrets to Tester. Tester may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. Tester shall clearly identify the Software as the Company's property.
10. No Assignments: This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.
12. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of Ontario, Canada.