PLEASE READ THIS AGREEMENT BEFORE INSTALLING AND/OR RUNNING THE GAME. BY INSTALLING AND/OR OPERATING THE GAME YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.

This Video Game Playtest Agreement (this “Agreement”) is between you (“Tester”, “You”, and “Your”), and Maatru Inc. dba Mother Games, a Delaware corporation (“Company”), and governs your participation in testing prototype video game(s) (the “Test”) developed by Company (the “Game(s)”). Any violation of this Agreement will result in the immediate termination of this Agreement, your use the Game and your participation in the Test. This Agreement applies only to your participation in the Test of the Game, not your use or access of any other good or service provided by Company.  You agree that by accessing the Game, you have read, understood, and agreed to be bound by all of this Agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Your use of the Game and participation in the Test is also governed by the Terms and Conditions located at www.mothergames.com/policy/terms (the “Legal Terms”), which are expressly incorporated by reference herein.  PLEASE READ THE LEGAL TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

(1) ELIGIBILITY

(i) You must be at least 13 years of age to Test the Game. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to Test the Game. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you accessing the Game. Parents and guardians are responsible for the acts of children under 18 years of age when participating in the Test.

(ii) We believe in protecting children’s privacy online and we are committed to complying with the Children’s Online Privacy Protection Act (COPPA) and similar laws around the world. If you are under 13 years of age, you are not eligible to Test the Game for us without the written consent of your parent or legal guardian. Before you may participate in this Test, your parent or legal guardian must consent to your participation by emailing us at [email protected] If we later learn that we have inadvertently gathered information from a child under the age of 13, regardless of where that child resides, we will permanently delete this information from our records as quickly as possible.[GP1] 

(iii) You certify that (a) you are not an employee or affiliated with an organization offering a competing product to the Game, (b) you are not involved in the testing, marketing, development or production of any competing product and (c) you are not affiliated with or acting for the benefit of anyone who is involved in such activities. IF YOU HAVE A CONFLICT OF INTEREST, YOU MAY NOT PARTICIPATE IN THE TEST OR DOWNLOAD OR USE THE GAME.

(2) TESTING PERIOD

(i) The Test you are participating in has a start and end date (the “Testing Period”), which is announced on the Company website (mothergames.com). Company may end the Testing Period early in its sole discretion, with or without notice.

(ii) Your participation in the Test is entirely voluntary. Company has not and will not request or require that you dedicate a minimum number of hours to testing the Game. You may start and stop participating in the Test at any time during the Testing Period.

(iii) You agree to uninstall and delete all copies of the Game at the end of the Testing Period or at the request of Company, whichever occurs first.

(3) YOUR OBLIGATIONS AS A TESTER

In consideration for being provided a free test copy of the Game and the opportunity to participate in the Test, you agree to fulfill the following testing obligations (the “Test Obligations”):

(i) You agree to test, evaluate, and analyze the Game and specific aspects of it as directed by Company, which may include, but is not limited to the Game’s operations, features, functions, capabilities, performance, documentation, and installation, and you agree to comply with all reasonable requests made by Company regarding such testing, evaluation, and analysis.

(ii) The purpose of your participation in the Test is to provide feedback, analysis, suggestions, bug reports, error reports, defect reports, and comments to Company (collectively, “Feedback”). Company may require you to use a bug tracking program or procedure and you agree to comply with any such request.

(4) TESTING LICENSE

(i) Company grants you a limited, revocable, non-transferrable, non-sublicensable, non-exclusive license to install and use the Mobile App (as defined in the Legal Terms) through which the Game is played, solely in connection with your participation in the Test (the “Testing License”). All commercial uses of the Game are strictly prohibited.  For avoidance of doubt, all restrictions and other provisions related to Mobile Apps in the Legal Terms apply to your use of the Game and the Mobile App through which it is played.

(ii) The Testing License will automatically terminate at the end of the Testing Period.

(iii) Company reserves the right to revoke the Testing License at any time, and for any or no reason.

(iv) Upon the termination, expiration, or revocation of the Testing License, you may no longer use the Game or participate in the Test and will promptly uninstall the associate Mobile App.

(5) ACCOUNT

You may be required to create an account to use the Game and participate in the Test. You agree that you do not have any ownership or property interest in any such account, or in any content accessible by you as part of the Game.

(6) LIMITATIONS AND RESTRICTIONS

In addition to the other obligations set forth in this Agreement and the Legal Terms:

(i) You agree to not disclose the results of any study, review, or benchmark tests of the Game to any third party without Company’s prior written approval.

(ii) You agree to not circumvent any technical limitations or any copying or usage restriction mechanisms in the Game.

(iii) You agree to not reverse engineer, disassemble, de-encrypt, decompile, or otherwise derive the design, logic, or structure of any prototypes, software, or other tangible or intangible objects which embody the Game.

(iv) You agree to not prepare derivative works of the Game, or participate in development, manufacturing, marketing, and maintenance of the Game without Company’s prior written consent.

(7) CONSIDERATION

The Testing License is your sole and complete consideration for your obligations under this Agreement. Company will not pay you for your participation in the Test or your Feedback, and you acknowledge that Company has not made any other promises, whether express or implied, regarding any other form of consideration for your participation in the Test. Your participation in the Test does not grant you a right to a license to use the Game at any time after the conclusion of the Test Period.

(8) CODE OF CONDUCT

Company wants you and other users to have a great experience when testing the Game. When playing the Game and communicating with Company and other Test participants on platforms provided or controlled by Company, you agree to comply with the following code of conduct:

(i) You agree to exhibit common courtesy to all Company personnel and other users. Do not behave in any way that is threatening, intimidating, lewd, demeaning, derogatory, invasive of privacy, or abusive. Company has a zero-tolerance policy towards bullying, hate speech, sexual harassment, or making demeaning or threatening statements toward any person or group.

(ii) You agree that vulgar expressions, language, abusive behavior, and verbal harassment of Company personnel and other users will not be tolerated and are grounds for the immediate revocation of the Testing License.

(iii) You acknowledge that personal information that you communicate within the Game or in connection with the test or its reporting features may be seen and used by others and result in unsolicited communications. You agree not to share your personal information or your account information with anyone and do not attempt to gain access to someone else's personal information. Company will never ask you for passwords to your accounts and you should never give them out. .

(iv) You acknowledge that Company is not responsible for information that you choose to communicate to other users within the Game or the Game test, or for the actions of other users.

(v) You agree that all communications with other Game testers or with Company during the Testing Period are public communications, and you have no expectation of privacy in such communications which means that Company has the right to monitor any such communications.

(9) CONFIDENTIAL INFORMATION

(i) As part of your participation in the Test, Company may reveal confidential information to you regarding the Game and Company’s business, operations, and product plans (collectively, “Confidential Information”). You agree to only use Confidential Information for the purpose of participating in the Test and evaluating the Game. Further, you agree to:

(a) Take reasonable steps to prevent the disclosure of any Confidential Information.

(b) Not disclose, publish, or publicly disseminate any Confidential Information.

(c) Not copy or reproduce any Confidential Information.

(d) Not reverse engineer, disassemble, de-encrypt, decompile, or otherwise derive the design, logic, or structure of any prototypes, software, or other tangible or intangible objects which embody any Confidential Information.

(e) Promptly notify Company of any misuse or misappropriation of any Confidential Information.

(ii) Nothing in this Agreement is intended to prevent you from complying with a lawful order. However, if you are required to disclose any Confidential Information by legal order or request, you agree to promptly notify Company prior to making the disclosure so that the Company may seek an appropriate protective measure and you agree to provide reasonable assistance to Company in obtaining such protective measure(s). If the Company does not obtain a protective measure or grants a waiver, then you may disclose that portion (and only that portion) of the Confidential Information that Company’s counsel determines Company is required to disclose. After such disclosure, you agree to take all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed Confidential Information.

(iii) You acknowledge and agree that unauthorized disclosure or use of any Confidential Information could cause Company irreparable harm and significant injury that may be difficult to ascertain and for which Company would not have an adequate remedy of monetary damages, and that accordingly, Company will be entitled to seek injunctive relief to curtail such disclosure or use.

(iv) The nondisclosure and confidentiality provisions of this Agreement shall survive the termination of this Agreement and the duty to hold such information in confidence shall remain in effect for five (5) years, or if the Confidential Information is a trade secret, until the Confidential Information no longer qualifies as a trade secret, whichever is longer.

(10) INTELLECTUAL PROPERTY RIGHTS

(i) All Feedback is entirely voluntary, and Company will be free to use such Feedback as it sees fit and without any obligation to you. Notwithstanding anything to the contrary in the Legal Terms, all Feedback provided in connection with the Test is the sole and exclusive property of Company. You hereby assign to Company all your rights, title and interest in Feedback, including all intellectual property rights related thereto. Under no circumstances will Company be liable for any payment to you for any Feedback you provide.

(ii) The Game is protected by copyright, trademark, and other laws of the United States and other countries. Nothing in this Agreement gives you the right to use Company’s name, the Game name, or any of Company’s trademarks, logos, or other distinctive brand features.

(iii) This Agreement does not convey to you any ownership right in or to the Game or any of Company’s copyrights, trademarks, or other intellectual property.

(11) PRIVACY

(i) You may be required to provide Company, as a condition of participating in the Test, certain personally identifiable information such as your name, date of birth, contact information, computer hardware specifications and computer software specifications (collectively, "Personal Information").

(ii) The Game may contain an automatic update, automated reporting, or other features that periodically report to Company regarding your use of the Game, your configuration settings, and any errors you encounter during the Test. This functionality may continue to function after the end of the Testing Period but can be disabled by uninstalling the Game. As a participant in the Test, you acknowledge and agree to this automated reporting by Company.

(iii) See Company’s Privacy Policy for more information (https://www.mothergames.com/policy/privacy).[GP2] 

(12) YOUR RELATIONSHIP TO COMPANY

(i) Nothing in this Agreement is intended to constitute or create an express or implied partnership, joint venture, employee, contractor, agency, or other legal relationship between you and Company and your participation in the Test does not constitute an offer of employment.

(ii) Do not represent yourself as an officer, employee, contractor, or agent of Company.

(13) DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

(i) Your participation in the Test is at your own risk, the Game has not been fully tested and may contain material defects or deficiencies.

(ii) While Company intends to introduce a commercial version of the Game, you acknowledge that Company has no obligation to release the Game or any similar product.

(iii) For the avoidance of doubt, (a) the Game, and the Mobile App through which it is made available, constitute “Services” under the Legal Terms and (b) all disclaimers, limitations of liability and indemnification obligations set forth in the Legal Terms apply to your use of the Game and the Mobile App, and you hereby agree to the same.

(15) DISPUTE BY BINDING ARBITRATION; MISCELLANEOUS

For the avoidance of doubt, the binding arbitration terms, class action waiver, governing law and other miscellaneous terms set forth in Sections 14 and 15 of the Legal Terms apply to this Agreement, and your use of the Game and the Mobile App through which it is made available, and you hereby agree to the same. PLEASE READ THESE SECTIONS CAREFULLY, AS THEY AFFECT YOUR RIGHTS.

 [GP1]Note that, due to timing, we have not had our privacy specialists review.  Please confirm if you would like them to do so, and to generally review your privacy policy (which will apply to the Game/app as well).

 [GP2]See note above re: privacy review.  We don’t recommend saying you will not disseminate PII here, as there are circumstances under which your privacy policy undoubtedly permits disclosure of PII (eg, to your contractors, to acquirers, as required by law, etc).

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