BY CLICKING THE CHECK BOX NEXT TO “I AGREE TO THE VOLUNTEER TESTER PARTICIPATION AGREEMENT”, YOU AGREE TO ALL TERMS OF, CONSENT TO BE BOUND BY, AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, THEN DO NOT CLICK THE CHECK BOX NEXT TO “I AGREE TO THE VOLUNTEER TESTER PARTICIPATION AGREEMENT” AND LEAVE THE WEBSITE.
This volunteer tester participation agreement (the “Agreement”) is between DIGITAL EXTREMES LTD., an Ontario corporation (“DE”) and you, a qualified individual volunteer, (each a “Party” and collectively, the “Parties”). DE, an experienced video game developer, offers you the opportunity to participate, on a volunteer basis, in DE’s video game development, testing and/or community, you wish to participate in the same, and DE wishes to permit such participation, on the terms and conditions contained in this Agreement. For good and valuable consideration received, the Parties agree as follows:
1. LIMITED LICENSE. In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, DE hereby grants you a limited, revocable, and non-exclusive license to access and use work-in-progress builds of the game currently and tentatively titled Soulframe (the “Game”) solely in order to test the Game as part of DE’s organized pre-alpha testing program (the “Test Program”), as provided under this Agreement and in accordance with all other terms, instructions, and limitations which DE may communicate to you from time to time. Without limiting the generality of the foregoing, you will use the Game only for the purposes set forth herein.
2. ACCESS. Subject to the limited, revocable, and non-exclusive license set forth above, DE may provide you with access to one or more of the following as part of the Test Program:
a. “Mainline” builds of the Game, where DE’s internal development build is pushed for early previews of work-in-progress content; and
b. A private Discord server, to encourage collaboration between you and other Test Program volunteers, as well as to facilitate direct communication with DE developers.
3. CODE OF CONDUCT. You agree to act at all times in a manner which reflects favorably on DE and the Game. You agree to comply with all terms and conditions of this Agreement and of the following Volunteer Tester Code of Conduct (the “Code”):
Volunteer Tester Code of Conduct
Although you do not publicly represent DE, you are expected to maintain a certain level of professionalism and diplomacy when interacting with DE developers, other Test Program testers, and the public. While feedback is expected and criticism welcomed, there must be a level of civility and respect for fellow testers, staff and the community as a whole. Being part of the Test Program also gives access to assets before they can be seen by the general public, and this information is not to be shared outside of DE-controlled channels without advance written permission from DE. If you violate this Code, warnings may be issued, and severe or repeat offenses will result in your removal from the Test Program.
4. RELATIONSHIP. You participate in the Test Program strictly on a volunteer basis and without any form of compensation. Any rewards or benefits which you may receive in the Game are merely game content and not compensation. Nothing in this Agreement shall be deemed to create a relationship of employer and employee, master and servant, or agent and principal. You shall not be entitled to any of the benefits that DE may make available to its employees, including, without limitation, group health or life insurance, profit sharing or retirement benefits. You shall have no authority to bind DE or create any obligation, express or implied, on DE’s behalf, nor shall you represent to third parties that you have such authority. Nothing in this Agreement shall restrict you from performing the same or similar services for any other person or company, provided that you do not breach any provision of this Agreement in so doing.
5. IN-GAME REWARDS. DE may, in its sole discretion, provide you with in-game rewards or benefits in the Game free of charge. You acknowledge and agree that DE has no obligation to provide such rewards or benefits and that DE shall have no liability in the event DE takes back, removes, or decides not to provide same. You should have no expectation that you will receive any rewards or benefits, whether for participating in the Test Program or otherwise.
6. INTELLECTUAL PROPERTY. You acknowledges and agree that DE owns, or is an authorized licensee of, all rights in the Game, including, without limitation, all copyrights, patents, trademarks (including any renewals or extensions of such rights), motion picture rights, music, television, computer-assisted media, Internet, merchandising, commercial tie-ins, theme park, cartoon, educational, character, sequel, remake and allied rights therein (collectively, the “IP Rights”). You acknowledge and expressly agrees that you have no ownership in the IP rights, by virtue of accessing the Game of otherwise, as well as no rights to transfer the Game to another party, distribute, rent, lease, license, sublicense, or otherwise provide copies of (or any rights in relation to) the Game to any another party; or modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Game. To the extent that your participation in the Test Program leads to an improvement of the Game or any other product or service, you hereby assign any and all rights which you may have in such improvement to DE, and said improvement shall thereupon become the sole and absolute property of DE and DE shall have the sole and exclusive right to use and exploit such improvement and to copyright, register and/or patent such improvement in its own name.
7. SOCIAL MEDIA. You agree, at all times, to adhere to the Code in all dealings with the public, including in relation to interactions on social media, online forums, and other websites, regardless of whether you are identified by your in-game name or reference your status as a volunteer of DE therein. You agree not to falsely represent DE or the Game, publish interactions with players or DE employees, post screenshots or text copies of interactions with players or DE employees, or post or make reference to disciplinary actions taken on any player’s account.
8. TERM. The term of this Agreement (the “Term”) shall commence upon your agreement to it and continue in force until either DE or you provide written notification to the other Party of intent to terminate it. Either Party may terminate this Agreement for any reason upon 10 days’ prior written notice to the other Party. Without limiting the foregoing, DE shall have the right to terminate this Agreement immediately upon written notice to you in the event that you breach any term of this Agreement, including, without limitation, failing to strictly adhere to the Code. Upon expiration or termination of this Agreement, DE shall be entitled to terminate your access to and participation in the Game with immediate effect and to revoke any rewards or benefits provided to you.
9. GENERAL
a. Notices. Any notices or other communications required or permitted to be delivered by this Agreement shall be sent by email to DE at testers@soulframe.com and to you at the email address you provided to DE when registering to participate in the Test Program. Email communications sent by 5:00 p.m. EST shall be deemed to be received on the date of sending. Email communications sent after 5:00 p.m. EST shall be deemed to be received on the date immediately following the day of sending.
b. Assignment. This Agreement shall be binding upon and enure to the benefit of the Parties and their respective heirs, executors, successors and assigns, as applicable. DE shall be entitled to assign this Agreement, in its sole discretion, without written notice to you. You shall not be entitled to assign this Agreement nor your rights hereunder, it being acknowledged that your rights hereunder are personal to you.
c. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties agree that any action brought by either of them against the other will be brought in the Superior Court of Justice and will be commenced and continued in the City of London, in the Province of Ontario, notwithstanding the residence of the Parties, except as otherwise required by applicable law.
d. Further Assurances. The Parties agree to execute and deliver such further documents and assurances and to do such things as may be required to give full effect to the intent and provisions of this Agreement. DE will have the right to inspect and enforce any terms contained in this Agreement at your sole reasonable expense, and you hereby agree to promptly notify DE of any known violations of such terms.
e. Entire Agreement and Future Updates. This Agreement, including any schedules hereto, constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes all prior negotiations, commitments, representations, warranties and undertakings, oral or written. There are no other inducements, undertakings, agreements or promises among the Parties relating to the subject matter of this Agreement. You acknowledge that DE reserves the right to update and/or modify the terms of this Agreement (including, without limitation, the Code) at any time by updating its terms and providing notice to you of the same. No other subsequent revision, amendment, or addition to this Agreement shall be binding upon the Parties unless it be in writing and signed by both Parties.