About The Product Participant Agreement
Congratulations on being selected to participate in an upcoming beta test! This Product Participant Agreement is a legal document being executed between you and Boss Bunny and outlines both your obligations and Boss Bunny’s. It is important for you and Boss Bunny that you are comfortable with these terms. While it may not be exciting reading, you should read the entire agreement before you sign it. If you do not understand or agree to any part of the agreement, you should not sign this document and instead ask questions before completing it.
By signing this document, you are agreeing to all the provisions. Included in these terms is your agreement to:
- Actively use and evaluate the product or service being tested
- Provide the types of feedback requested and respond to questions
- Give Boss Bunny all rights to any feedback you submit
- Not disclose that you are participating in this test
- Not show the materials to others
- Not share copies, pictures, or videos of the test materials in any form
- Return the test materials if requested
Thank you! We look forward to your participation in the test.
BETA PARTICIPANT AGREEMENT
This Product Participant Agreement (“Agreement”) is made and entered into between the participant (“Participant”) and Boss Bunny Games Group FZ LLC, its affiliates and parent companies (collectively, “Developer”), and is effective as of the date of acceptance by the Participant.
Participant is an individual or business that desires to participate in “product testing”, which provides access to confidential materials or services currently in development by Developer. Developer wishes to obtain the benefit of Participant’s services and reports as a product tester of Developer’s materials or service. In consideration of the premises, and of the mutual covenants and conditions, the parties, agree to the following terms and conditions:
- Product Test Material. Each material or service listed on Exhibit A and all components, accessories, and documentation related to each such Product Test Material and/or technology provided by Developer including, but not limited to, specifications and other technical information, and all updates or revisions thereto, shall be referred to in the following provisions as the “Product Test Material.” The parties hereto agree that Participant shall be a product tester for those Product Test Materials set forth on Exhibit A, as may be amended from time to time by Developer.
- License. Developer hereby grants Participant a non-exclusive, non-transferable consent and license to use each Product Test Material solely for the purpose of evaluating and testing the Product Test Material for Developer as described in Exhibit A. The Product Test Material may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, or otherwise transferred by Participant to any third party for any reason.
- Developer’s Obligations.
- Developer will deliver the Product Test Material to Participant at Developer’s expense.
- Developer will provide the support service for the Product Test Material described in the Exhibit and no other support or services.
- Developer has no obligation to develop or provide any updates or revisions to the Product Test Material, and Developer reserves the right to alter or adjust performance specifications for the Product Test Material as it deems necessary or desirable.
- Developer will provide the instructions, safety information, warnings or cautions concerning the Product Test Material described or included in Exhibit A and no other.
- Participant’s Obligations.
- Participant agrees to test and evaluate the Product Test Material as requested and described in Exhibit A. Participant agrees to familiarize itself with the Product Test Material information provided by Developer and to only use or test the Product Test Material as directed. Participant will notify Developer of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Product Test Material known to or discovered by Participant. In addition, Participant agrees to provide Developer with such reports via the methods designated by Developer and to promptly respond to any and all reasonable inquiries, questionnaires, surveys, and other test documents submitted to Participant by Developer.
- If Participant is a company or other entity, Participant shall designate to Developer, in writing, an employee or representative who will serve as the single technical contact and who will be responsible for maintaining communication with the Developer. In addition, the address where Participant will test the Product Test Material will be given to Developer in writing. If Participant changes either its technical contact person or address, it will promptly notify Developer in writing of such change.
- Upon Developer’s request for the return of the Product Test Material, Participant agrees to return the Product Test Material in good condition (taking into account reasonable wear and tear) to Developer within seven days of Participant’s receipt of Developer’s request to do so.
- Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Product Test Material (“Supportive Information”) will be the property of Developer. Participant agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to Developer and agrees to assist Developer, at Developer’s expense, in perfecting and enforcing such rights. Developer may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
- Participant acknowledges that as a product tester, Participant may have access to, and Developer may disclose to Participant, certain valuable information belonging to and relating to Developer which Developer considers confidential, including, but not limited to, information concerning the Product Test Material, the Product Test Material’s trademark(s) and trade name(s), computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“Confidential Information”). Participant shall use the Confidential Information solely for testing purposes and shall not disclose, without Developer’s prior written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
- If Participant is a company or other entity, Participant shall disclose Confidential Information only to those of its employees who need to know such information for the purpose of the agreed-upon product testing, and shall ensure that its employees observe the confidentiality obligations in this Section 5. Participant acknowledges that the Product Test Material contains Confidential Information developed or acquired by Developer and that all rights therein and in other Developer Confidential Information remain in Developer. Participant will not disclose that it is evaluating or testing or has evaluated or tested the Product Test Material to any third party without Developer’s prior written consent. In addition, Participant agrees to treat any communications and reports prepared under this Agreement, including, but not limited to, those prepared in accordance with Section 4, as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Developer’s prior written consent.
- This Agreement shall impose no obligation of confidentiality upon Participant with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on Participant’s part, becomes generally known or available; (ii) is known to Participant at the time Participant receives same from Developer as evidenced by written records; (iii) is hereafter furnished to Participant by a third party as a matter of right and without restriction on disclosure.
- Proprietary Rights; No Right to Copy, Modify, or Disassemble.
- The Product Test Material provided by Developer and all copies thereof, are proprietary to and the property of Developer. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Product Test Material are and will remain in Developer and Participant shall have no such intellectual property rights in the Product Test Material.
- Participant may not copy or reproduce the Product Test Material without Developer’s prior written consent, except as reasonably needed to perform its obligations hereunder and subject to the following restrictions. Participant may not copy or reproduce any software or documentation provided by Developer, without Developer’s prior written consent, except as is reasonably needed to perform Participant’s obligations under this Agreement. Each copy of software or documentation made by Participant must contain Developer’s proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Product Test Material.
- Participant agrees to secure and protect the Product Test Material and all copies thereof in a manner consistent with the maintenance of Developer’s rights therein and to take appropriate actions by instruction or agreement with any of its employees or agents permitted access thereto to satisfy its obligations hereunder.
- Participant shall not reverse engineer, alter, modify, disassemble or decompile the Product Test Material, or any part thereof, without Developer’s prior written consent.
- Disclaimer of Warranty. By its nature, the Product Test Material may contain errors, bugs and other problems that could cause system failure and the testing and quality assurance of the Product Test Material may not yet be completed. Because the Product Test Material is subject to change, Developer reserves the right to alter the Product Test Material at any time, and any reliance on the Product Test Material is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA TEST MATERIAL “AS IS.” DEVELOPER MAKES NO WARRANTY OF ANY KIND REGARDING THE PRODUCT MATERIAL. DEVELOPER HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS.
- Term and Termination.
- The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the date both parties accept this Agreement by written signature) and shall continue until terminated as set forth below. Upon termination of this Agreement for any reason, the Confidentiality obligations set forth in Section 5 shall survive such termination.
- This Agreement may be terminated at any time for any reason by either party giving ten days prior written notice to the other party, subject to Section 8(c) below. A particular Product Test Material Agreement shall automatically terminate upon the general release to the public of the final product derived from the Product Test Material by Developer, or sooner upon ten days prior written notice by either party. The parties acknowledge that Developer is under no obligation to release any final product or Product Test Material to the public.
- Upon termination of this Agreement or a particular Product Test Material Agreement, Participant agrees to (a) return the Product Test Material and all copies thereof to Developer, if requested by Developer in writing to do so, within seven days after such termination, or (b) if requested by Developer to do so, certify to Developer in writing that the Product Test Material and all copies thereof have been destroyed. The provisions of, and the obligations of the parties under, Sections 4, 5, 6, 7, 8 and 9, and any other provisions that would normally survive, shall survive the termination of this Agreement.
- Limitation of Liability. IN NO EVENT SHALL DEVELOPER BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE BETA TEST MATERIAL OR THE TRANSACTIONS CONTEMPLATED HEREIN.
- Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
- Assignment; Severability. Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
- Governing Law. This Agreement shall be governed by the laws of the State in which Developer is organized, excluding any such laws that might direct the application of the laws of another jurisdiction. The parties agree that the federal or state courts located in the State where Developer is organized shall have exclusive jurisdiction to hear any dispute under this Agreement.
- Entire Agreement. This Agreement and the Exhibits hereto, including any additional terms and conditions listed in Exhibit A for certain Product Test Materials represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.
IN WITNESS WHEREOF, the Participant agrees to the terms of this Agreement effective as of the date of this acceptance.