This Beta Test Agreement (the “Agreement”) is entered into by and between Argarium Ltd. (“Company”, “We”, or “Us”) and the beta tester (“Tester”) of Company’s virtual reality game Rival Rides (the “Game”).

 

1.TESTER PARTICIPATION; LIMITED LICENSE

Tester wishes to participate on a voluntary basis in Company’s pre-release testing and evaluation program of the Game during its Beta Test Period (as defined below). Tester hereby confirms its full understanding that the Game is a beta version, which may be a time-limited, feature-limited and/or functionality-limited version, and that it has not completed Company’s full quality assurance program and may have errors and defects. Company hereby grants Tester a non-exclusive, non-assignable, non-sublicensable, limited, non-transferable license to access and use the Game for internal evaluation purposes at Tester’s site and in accordance with the terms of this Agreement and for the duration of the Beta Test Period.

 

2. RESPONSIBILITIES OF COMPANY

Company shall use reasonable commercial efforts to provide documentation and email support during Company’s business hours in order to respond to questions that Tester may have.

 

3. RESPONSIBILITIES OF TESTER

During the Beta Test Period, Tester shall: (i) test and evaluate the Game in accordance with this Agreement and any safety, operational or other criteria, requirements or instructions provided by Company; (ii) provide Company with such testing and evaluation results accompanied by Tester’s personal opinion of the game, in addition to a gameplay video of the Game uploaded by Tester either to Google Drive, YouTube (unlisted, link-only access) or Dropbox (“Results”); and (iii) provide Company personnel with access to the Results (including any related documentation) . 

 

4. RESTRICTIONS

Tester hereby confirms to be (or its employees to be, as applicable) of legal age to take part in the beta testing hereunder. Tester shall take reasonable security precautions to prevent the Game from being played by unauthorized individuals. Tester shall not, and shall not permit its employees or agents to: (i) copy, modify, enhance or supplement the Game; (ii) reverse engineer, reverse assemble, decrypt, decompile, disassemble or otherwise undertake similar activities related to the Game or any components therein; (iii) modify, adapt, translate, make improvements to the Game or create derivative works based upon the Game or any part thereof; and/or (iv) delete or obstruct from view any copyrights legend, trademark or confidentiality notice appearing on or in the Game or accompanying documentation.

 

5. INTELLECTUAL PROPERTY

This Agreement grants no patent rights, copyrights, trade secrets or licenses, expressed or implied, to the Tester except to the extent necessary for the Tester to perform the purpose contemplated by this Agreement, as set forth above. Tester agrees that Company shall retain sole ownership of, title to, and interest in the intellectual property rights associated with the Game, related documentation, and any modifications, creations or developments related thereto.

 

6. CONFIDENTIALITY

Tester shall safeguard any Confidential Information (as defined below) provided to it by Company and only share it on a “need to know” basis with employees who are bound by confidentiality obligations that would protect Company’s rights, and remain liable for any breach thereof. Tester hereby agrees not to transfer, copy, disclose, provide or otherwise make available such Confidential Information in any form to any third party without the prior written consent of Company. Tester hereby agrees to implement the security measures it uses to protect its own confidential information, however in no event less than reasonable security measures, to protect such Confidential Information and shall maintain the security of the Game provided to it. Tester shall not disclose any Confidential Information to any third party without Company’s prior written consent. In this Agreement, “Confidential Information” shall mean: (i) the Game, the Game key or its associated account, the Game’s code, the Game related documentation, the Game design, the specifications of the Game’s performance and the Results; (ii) any software embedded in the Game, including the specific design and structure of individual programs together with any documentation provided with such software; and (iii) any and all data and other information which is provided to Tester by Company hereunder, which is: (a) disclosed pursuant to this Agreement; or (b) is confidential or proprietary in nature.

 

7. FEEDBACK

In addition to Tester's sharing of the Results, Tester may provide Company with suggestions, comments or other feedback regarding the Game (the “Feedback”). When Tester gives Company Feedback, Tester agrees that Company may freely use, disclose, reproduce, license, distribute, incorporate and otherwise commercialize the Feedback in any Company product, technology, service, specification or other documentation. Tester hereby waives any right to the Feedback, including but not limited to, any right for royalties or any other consideration. Furthermore, Tester hereby undertakes not to disclose to the Company any confidential information or proprietary information of any third party. 

 

8. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY

COMPANY PROVIDES THE GAME“AS-IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR SIMILAR DAMAGES EVEN IF ADVISED OF SUCH POSSIBILITY.  IN NO EVENT SHALL THE LIABILITY OF COMPANY EXCEED US $10.

 

9. THIRD PARTY SOFTWARE.

The Game may contain software provided by third parties, and such third parties’ software is provided “As Is” without any warranty of any kind, and subject to the license terms attached to such third party software, the provisions of this Agreement shall apply to all such third party software providers and third party software as if they were Company and the Game, respectively. [In addition, the Game contain open source components. Such open source components are protected under copyright law and are licensed to under specific license terms. Please see the license.txt file included in the Game and available for Tester upon request for the applicable license terms of the open source components.

 

10. INJUNCTIVE RELIEF

Tester agrees that any breach of this Agreement may cause Company substantial and irreparable direct damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, Company shall have the right to seek specific performance and other injunctive and equitable relief. Without derogating from the aforesaid, Company shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Tester or anyone on its behalf. Tester shall be directly liable for any and all reasonable attorney’s fees incurred by Company to enforce this Agreement in the courts of competent jurisdiction.

 

11. TERM AND TERMINATION

This Agreement will commence upon notice by Company of the commencement of the beta test, and will continue for a period of 30 days following such notice (the “Beta Test Period”). Company may terminate this Agreement upon a three (3) days’ written notice. Upon expiration or termination of this Agreement, Tester shall cease use of, and return the Game and any related specifications and related documentation to Company. The Tester shall retain no part or copy of any Confidential Information. If requested in writing, the Beta Tester will certify its compliance with the foregoing provision. 

 

12. MISCELLANEOUS.

Tester shall not assign this Agreement without the prior written consent of Company. This Agreement and its appendices supersede all prior agreements and understandings with respect to the Game but do not alter existing terms and conditions governing Company’s provision of products or services. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall together be deemed to constitute one and the same agreement. This Agreement shall be governed under the laws of the State of Israel, and the parties submit to the exclusive jurisdiction of the courts of Tel-Aviv, Israel or any court in which Company seeks to protect its confidential information. The following Sections shall survive termination of this Agreement: 5, 6, 7, 8, 9, 10 and 12.