UFL Closed Test and Confidentiality Agreement
This Closed Test and Confidentiality Agreement (the “Agreement”) is made and entered into by and between XTEN LIMITED (acting under publishing brand “Strikerz Inc.”), having its registered office at office 701, Archiepiskopou Makariou III, 169, CEDAR OASIS TOWER, 3027, Limassol, Cyprus (the “Publisher”); and You, an individual as entered below (“You”), separately referred to as the “Party”, and jointly as the “Parties”.
This Agreement sets forth the terms under which You are authorized to enter the closed test organized by the Publisher (the “Closed Test”) and get access to the yet to be released football simulation/management video game under the title “UFL” and all content in and related to the Game (the “Game”) for the purpose of evaluation, testing and providing Feedback (as defined below) (the “Purpose”).
YOU SHOULD CAREFULLY READ THIS AGREEMENT BEFORE ENTERING THE CLOSED TEST AND IN SUCH INSTANCE AS YOU DO NOT ACCEPT THE TERMS AND CONDITIONS SET FORTH UNDER THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ENTER THE CLOSED TEST AND/OR INSTALL OR USE THE GAME.
TERMS AND CONDITIONS
1. Closed Test Participation Requirements. By participating in the Closed Test, You agree that:
(a) You are 18 years of age or older and have the full legal capacity to accept this Agreement.
(b) Your access to the Game shall be limited to the period from when You install the Game and until when the Closed Test expires (unless the Publisher terminates it earlier or extends it for additional time).
(c) Your use of the Game shall be subject to the terms of the End User License Agreement. The terms of the Privacy Policy relating to the Game will also apply to You.
(d) You will not engage in any conduct determined by the Publisher, in its sole discretion, to be inappropriate and harmful, and You will not insult, offend, harass, or in any way hurt or damage other Closed Test participants.
2. Access to the Game. To participate in the Closed Test, You will need to install the Game on Your console system, including any and all items accompanying the Game, such as an access key (e.g. beta code or voucher). An access key can be used only once. You agree, warrant and guarantee that You will not provide the Game or access key to any other person or entity. Installation and Your use of the Game will require an Internet connection.
3. In-Game Content and Virtual Currency. The Closed Test may include Your use of virtual currencies within the Game (the “Virtual Currency”). Such Virtual Currency will be offered to You by the Publisher free of charge. When You obtain this Virtual Currency, You receive a limited, non-exclusive, non-assignable, revocable license to access and select the in-Game products, services, content, characters, or assets (the “In-Game Content”) which the Publisher makes available in the Game during the Closed Test. Your use of the Virtual Currency and the In-Game Content shall also be subject to the terms of the End User License Agreement.
The Publisher reserves the right to reset, modify, or update the Game, its settings, features, Virtual Currency, In-Game Content, achievements, and/or progress You obtained while participating in the Closed Test, at any time during the Closed Test without notice to You. Additionally, You agree that these items may not be accessible after the Closed Test ends, or after release of the Game.
4. Evaluation and Feedback. You agree and acknowledge that Your participation in the Closed Test is voluntary and does not constitute an intention of any employment relationship, association, partnership, or joint venture between You and the Publisher. In connection with the Closed Test, You may be asked by the Publisher to provide feedback, evaluations, suggestions, commentary, ideas, and other statements either in oral, written or any other form (the “Feedback”) from the perspective of an end user consumer concerning the Game, its features, and In-Game Content. The Publisher relies on Your good faith, honest and ethical behavior when evaluating the Game and providing the Feedback.
You acknowledge that all Feedback is original, voluntary, and shall become the property of the Publisher, and further used by the Publisher for any purpose. You hereby irrevocably assign and transfer (by way of future assignment and transfer where necessary) to the Publisher, without separate compensation, all right, title and interest in such Feedback throughout the world in all mediums now known or hereafter invented free of any encumbrances or liens. You waive and release any claim regarding moral, personal, publicity or other similar rights which You may have regarding the Feedback anywhere in the world. To the extent that the Publisher cannot claim exclusive ownership rights in the Feedback by operation of law or pursuant to the assignment set above, You grant the Publisher a perpetual, irrevocable, worldwide, exclusive, royalty-free, transferrable, sublicensable right and license to use the Feedback for any purpose in any Publisher’s product or service, in all formats and mediums, whether existing now or in the future, and in any languages and media, without Your further approval or acknowledgement. All Feedback will be the Confidential Information of the Publisher (as determined in Section 5 of this Agreement).
You agree and acknowledge that You will neither be paid any compensation, nor receive a benefit of any kind now or in the future with respect to Your participation in the Closed Test, evaluation of the Game and/or use of Your Feedback by the Publisher.
5. Confidentiality. As part of the Closed Test the Publisher will provide You with access to and disclose to You Confidential Information (as defined below) that the Publisher wishes to maintain confidential. The term “Confidential Information” shall mean all information relating to the Closed Test, the Game, any other Publisher’s products and services, and/or the Publisher or any of its group companies’ business, that is disclosed or made available (directly or indirectly) by the Publisher to You, whether in writing, verbally or otherwise, whether or not designated as Confidential Information. Confidential Information includes but is not limited to: (a) the Game (including but not limited to information and ideas relating to the Game, software, source and/or object code, technology, data, know-how, inventions, processes, specifications, designs, graphics, audio, audiovisual, text, rules, gameplay, mechanics, strategies, formulae, look and feel, user interface, artwork, photographs, visual depictions, plot, theme, settings, characters, characterizations, skills, pricing, financial information, marketing, research, and product plans; current, future or proposed products or services, prototypes, samples, manuals, written or other materials and documentation); (b) Feedback from You, other Closed Test participants, or the Publisher’s employees, and all other information relating to the Closed Test (including but not limited to questionnaires, testing protocols, processes and standards relating to the Game or associated Publisher’s products or services, analyses, summaries, suggestions, interpretations and other materials prepared by You, marketing and other emails), and (c) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself.
You must use Confidential Information solely for the Purpose and in strict compliance with the provisions of this Agreement. You shall: (a) hold Confidential Information in strict confidence and not disclose or reveal it to any third party without the Publisher’s prior written permission. In particular, You are not allowed to stream, publish screenshots or video footage, disclose any part of the Game or its elements, nor talk about the Game outside the closed Discord channel or UFL Bug Reporting Portal as specifically designated by the Publisher or with anyone associated with a competing videogame, any videogame publisher or developer, any news or information service, blog, channel or in any online forum or chat room; (b) not copy or summarize (unless required for the Purpose) and keep all reasonable controls over any copies; (c) not modify, alter, reproduce, create derivative works from, decompile, reverse engineer, disassemble, hack or otherwise interfere with, any Confidential Information or any part of it except as expressly permitted by the Publisher for the Purpose; and (d) promptly notify the Publisher of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information of which You become aware and cooperate with the Publisher to protect all proprietary rights in and ownership of the Confidential Information.
This Agreement imposes no obligations with respect to information which, as can be shown by documentary evidence: (a) is in the public domain at the time of disclosure by the Publisher; (b) becomes publicly known after the time of disclosure by the Publisher through no fault of Yours; (c) is rightfully in Your possession from a third party that shall not be obliged to keep it secret; or (d) is developed by You independently without use of or reference to Confidential Information.
You understand and agree that all rights, title, and interest in and to the Confidential Information shall be, and shall remain, vested in the Publisher. You do not acquire any intellectual property rights or any other rights under this Agreement except the limited rights to use the Confidential Information for the Purpose.
6. Term and Termination. This Agreement shall commence on the date You accept this Agreement and continue in full effect until the Publisher terminates it or the Closed Test ends, whichever occurs first. Irrespective of any termination or expiration of this Agreement, Your obligations with respect to Confidential Information under this Agreement expire 1 (one) month following the Game’s release date (except with respect to any trade secrets where such obligations will expire in 5 (five) years following the Game’s release date).
The Publisher may terminate this Agreement, Your participation in the Closed Test and Your access to the Game at any time, without notice, for any reason whatsoever.
Upon termination of this Agreement, or termination/cancellation of the Closed Test, or at the end of the Closed Test, whichever occurs first, You shall immediately cease all use of the Game and other Confidential Information, and, at the Publisher’s request, return to the Publisher or destroy any and all copies of the Confidential Information delivered to You.
The provisions of this Agreement that ought to survive expiration or termination of this Agreement by their nature shall survive such expiration or termination, including without limitation Sections 4-10 shall remain in full force and effect.
7. NO WARRANTY. YOU ACKNOWLEDGE THAT THE GAME IS NOT THE FINAL PRODUCT, IT IS PROVIDED “AS IS” AND WITH ALL FAULTS, ERRORS, AND DEFECTS, AND WITHOUT ANY WARRANTY (EXPRESS OR IMPLIED). YOU MAY EXPERIENCE OCCASIONAL CRASHES AND DATA LOSS AND SOME GAME FEATURES MAY NOT WORK CORRECTLY. YOU AGREE THAT ANY USE OF THE GAME SHALL BE ENTIRELY AT YOUR OWN RISK AND THE PUBLISHER SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES.
YOU AGREE THAT THE PUBLISHER IS NOT LIABLE FOR NOR HAS CONTROL OVER YOUR ACTIONS; YOUR ACCOUNT; OR ANY LOSS OF DATA, IN-GAME CONTENT, FUNCTION OR UTILITY RELATED TO THE GAME DURING THE CLOSED TEST; OR ANY BEHAVIOR OF OTHER CLOSED TEST PARTICIPANTS.
8. Privacy Notice. The Publisher, acting as a controller, shall collect and process Your personal data, such as your full name, residential and email address, Discord ID, data from your gaming console, including information about Your device (e.g. IP address), information about Your Closed Test gameplay and Game usage statistics, system interactions and peripheral hardware for the purpose of entering into this Agreement, running the Closed Test, collecting Your Feedback, serving You with the information on the Game development and release process. The Publisher also reserves the right to ask for Your ID for the purpose of Your age verification.
The Publisher shall retain Your personal data for the duration of the Closed Test and for 1 (one) year following the Game’s release date. Your in-Game ID shall be retained as long as You play the Game to recognize the prizes and bonuses You have earned during the Closed Test. You are also invited to learn more information on how the Publisher processes Your personal data in its Privacy Policy relating to the Game.
9. Remedies. If there is a breach or threatened breach of this Agreement, monetary damages may be an insufficient remedy for the harm suffered by the Publisher and therefore the Publisher may seek equitable relief (including injunctive relief and/or specific performance) as well as monetary damages against You, in addition to any other remedies it might have at law.
10. Governing Law and Dispute Resolution. This Agreement shall be construed and governed by the laws of the Republic of Cyprus, without regard to conflicts of laws principles. Any contractual or non-contractual dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the CEDRAC Arbitration Rules. The Parties agree that: (a) the appointing authority shall be the CEDRAC court; (b) the number of arbitrators shall be one; (c) the place of arbitration shall be Nicosia, Republic of Cyprus; (d) the language to be used in the arbitral proceedings shall be English.