Last updated: Dec 7th, 2022
This Agreement is made and entered into by and between Pumpkin VR Co., Ltd., a company duly organized and existing under Taiwan law having its principal place of business at 7F.-6, No.366, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813623, Taiwan (R.O.C.) (hereinafter called the “Company”) and you, private person (hereinafter called the “Tester”).
WHEREAS, the Company and the Tester engaged in performing playtests of the VR game “QUANTAAR” (hereinafter called the “Game”), and in connection with such testing, the Company expects to provide the Tester with the opportunity to playtest the new Game and to disclose to the Tester the Confidential Information, defined as below, in accordance with the conditions of this Agreement:
- DEFINITION OF THE CONFIDENTIAL INFORMATION. The term of the “Confidential Information” to be used in this Agreement shall mean; (i) the fact that the parties hereto negotiate or negotiated each other with respect to the Game playtesting possibility and any of the terms determined by the parties under such negotiation, until and unless the Company and the Tester make a press release or similar statement mutually accepted by both parties describing the existence of any relationship between the parties and the scope of their respective activities thereunder; and (ii) any and all information disclosed by the Company to the Tester in any form, including, but not limited to research, software, services, development, projects, designs, products, inventions, processes, drawings, engineering, marketing, know-how, films, music, discs, data, documents and materials, while providing the Tester with Game playtesting.
- CONFIDENTIALITY OBLIGATION. The Tester shall strictly keep the Confidential Information secret, and shall not disclose the same to any third party without the prior written consent of the Company. Without prior written consent of the Company, the Tester shall not use the Confidential Information for any purpose other than intended by both parties hereunder.
- OWNERSHIP OF THE CONFIDENTIAL INFORMATION. The Tester understands and agrees that the Confidential Information disclosed by the Company shall be the sole and exclusive property of the Company, and the Tester shall not acquire any right or license pertaining to the Confidential Information under this Agreement.
- RETURN OF THE DOCUMENTS. The Tester agrees that it shall, promptly upon the conclusion of the testing period or at the Company’s request, shall within 7 days return any and all the tangible media in or on which the Confidential Information is described or recorded, including, but not limited to any product, computer program, design, drawing, film, document or other material and delete all portions of the Game from computer or mobile device memory.
- EXCLUSION FROM THE CONFIDENTIAL INFORMATION. Any confidentiality obligation of the Tester under this Agreement shall not apply to any information which: (i) is in the public domain at the time of disclosure by the Company; (ii) becomes to the public domain after the time of disclosure by the Company through no fault of the Tester; (iii) is developed by the Tester independently without any reference to the Confidential Information; (iv) is in the Tester’s possession rightfully from a third party that shall not be obliged to keep it secret; (v) is disclosed by the Tester in accordance with laws, regulations or orders of any governmental authorities; provided, however, that the Tester shall document or otherwise prove the fact set forth in subparagraphs (i), (ii), (iii), (iv) and (v) of this Section 5.
- TERMS AND CONDITIONS OF PLAYTESTING. The Tester will carry out the testing personally and not provide access to the playtest Game to any other person.
As a playtester, the Tester is invited to playtest the Game for the sole purpose of evaluating the Game and identifying errors. Nothing in these terms and conditions and the Game shall be construed as granting you any rights or privileges of any kind with respect to the playtest Game. The playtest Game is provided for testing on an "as is" basis and the Company makes no warranty to you of any kind, express or implied.
When playtesting the Game, the Tester may accumulate treasure, experience points, equipment, or other value or status indicators. The Company may reset this data when the relevant game completes this testing phase or at any time during the testing process. In this case, all player history and data will be erased and each player will return to novice status.
By starting a playtest Game, the Tester agrees that:
- playtesting the Game is at your own risk and that you know that the Game may include known or unknown bugs;
- any value or status indicators that Tester achieves through game play may be erased at any time;
- the final decision on any matter or dispute is determined by the Company
- the Company has no obligation to make the Game available for play for any period of time, nor to make the Game available at all;
These terms and conditions apply to the Tester’s use of the Game during the testing phase.
- EFFECTIVE TERM OF OBLIGATION. The Tester’s obligation under this Agreement shall be effective while the Agreement is in force and for the period of five (5) years from the date of the Agreement termination.
- GOVERNING LAW. This Agreement and its interpretation and all disputes between the parties arising in any manner hereunder, shall be governed by and construed in accordance with the Taiwan Law, without giving effect to any choice or conflict of law provision or rule (whether Singapore or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of Taiwan Law.
- JURISDICTION. All disputes, controversies or differences which may arise between the parties hereto in relation to or in connection with this Agreement, shall be exclusively submitted to the exclusive jurisdiction of the Taiwan Kaohsiung District Court.
- REMEDIES. The Tester acknowledges and agrees that the Tester’s breach of any provision of this Agreement and/or any unauthorized use of the Confidential Information will cause irreparable harm, damage and loss to the Company, and that the Company may seek preliminary and permanent injunctive relief against the breach or threatened breach by the Tester of this Agreement, in addition to any other remedies which may be available, including, without limitation, claim for damages and permanent ban of all Tester’s accounts in the Game and services provided with respect to it.
- ACKNOWLEDGEMENT. The Tester acknowledges and agrees that the Tester has read and understood the foregoing Agreement and agrees that by clicking “I Agree” or installing the Game the Tester is acknowledging his agreement to be bound by the terms and conditions of this Non-Disclosure Agreement.