Imangi

Studios

BETA AGREEMENT

BY ACCESSING OR USING THE BETA PRODUCT, YOU AGREE TO THE TERMS OF THIS BETA AGREEMENT (“Agreement”). If you do not agree to the terms of this Agreement or the Privacy Policy (defined below), do not access or use the Beta Product (defined below).

This Agreement is between Imangi Studios, LLC (“Company”, “we” or “us”) and you (“you” or “Participant”). You must be 18 years or older to use the Beta Product. If you are an iOS user, you must have a device powered by iOS 13 or higher to use the Beta Product. If you are an Android user, you must have a device powered by Android 8 or higher to use the Beta Product.

AGREED TERMS

  1. Beta Product. Company may provide you with access to the beta test program and related documentation associated with an unreleased interactive game (collectively, “Beta Product”).  Beta Product participation is subject to this Agreement.  Company may terminate the Beta Product at any time without cause or advance notice to you.  The features provided in the Beta Product may not be available in the final release.
  2. License. Subject to the terms of this Agreement and solely for the Beta Period (defined below), Company grants Participant a temporary, limited, revocable, nontransferable, non-sublicensable, nonexclusive license to access and use the Beta Product and any related user manuals, guides and other documentation delivered or otherwise provided to Participant (“Documentation”) solely for internal use for the purpose of (i) testing and evaluating the Beta Product and (ii) providing Company with input, comments, feedback, thoughts, questions, ideas, and suggestions (“Feedback”) regarding the Beta Product. In connection with Participant’s use of the Beta Product, Participant will comply with all applicable laws, rules and regulations. Participant will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Beta Product or any content therein; (ii) reverse engineer, decompile, disassemble, translate or otherwise attempt reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Beta Product, (iii) disclose or authorize disclosure of, lend, lease, license offer for sale, sell, transfer, distribute, assign, or otherwise use the Beta Product to or for the benefit of third parties; or (iv) attempt to circumvent any license, timing or use restrictions that are built into the Beta Product. The Beta Product may not be used by anyone other than Participant.
  3. User Content. “User Content” means any and all information and content that Participant or any other user submits to, or uses with, the Beta Product (e.g., content submitted in forms, uploaded documents, communications with Company or otherwise through the Beta Product, etc.). Participant agrees that it is solely responsible for and assumes all risks associated with its User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of its User Content that personally identifies Participant or any third party.
    • 3.1. Participant agrees not to use the Beta Product to submit, collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. Participant agrees not to: (i) upload, transmit, or distribute to or through the Beta Products any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Beta Product unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Beta Product to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Beta Product, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Beta Product (or to other computer systems or networks connected to or used together with the Beta Product), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Beta Product; or (vi) use software or automated agents or scripts to produce multiple accounts on the Beta Product, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Beta Product (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Beta Product for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
    • 3.2. Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your license to use the Beta Product and/or reporting you to law enforcement authorities.
  4. Evaluation Feedback. Participant agrees that it will provide Company with Feedback. Feedback may include, but is not limited to, usability, missing features, functional errors and bug reports. All Feedback made by Participant will be the property of Company and may be used by Company for any purpose whatsoever. Forms of feedback may include personal interview, online questionnaire or e-mail or other contact. For avoidance of doubt, “Feedback” includes all Participant inputs into the Beta Product. Company will be the sole owner of any and all Beta Product, documentation or other inventions developed by Company in conjunction with Participant or based on the Participant’s input, including but not limited to general enhancements and additions to the Beta Product or any services provided by Company.
  5. Your Information. Company will collect, use, disclose and dispose of personal information as described in our privacy policy, available here: https://imangistudios.com/privacy-policy/ (the “Privacy Policy”). The Privacy Policy and its terms are incorporated as if fully set forth herein.
  6. No Purchase Price. Participant recognizes that the Beta Product is a Beta version software product. Participant will pay no purchase price for the Beta Product, but will abide by the terms of this Agreement, and neither party will be obligated to enter into any further agreement for the license or purchase of the Beta Product. For avoidance of doubt Company grants Participant no rights or licenses, hereunder, to any other version of the software product. Additionally, nothing herein will be construed as prohibiting Company from charging Participant a fee in connection with other versions of the software product.
  7. Support. Company may provide Participant general support for the Beta Product by telephone, electronic mail or other electronic communication during the Beta Period. Company is not obligated to provide maintenance or updates to Participant for the Beta Product.
  8. Ownership. Participant agrees that Company and its licensors own all right title, and interest in and to the Beta Product as it exists as of the date of this Agreement and as may be developed in the future, including, without limitation, all code and screen formats including all patents, trademarks, copyrights, trade secrets, and all other intellectual property rights therein, and that other than the rights expressly granted pursuant to Section 2 above, Participant will not acquire any right, title, or interest therein or thereto. All rights in and to the Beta Product not expressly granted herein are reserved to Company.
  9. Injunctive Relief. Participant acknowledges and agrees that violation by Participant of any of the provisions contained in this Agreement would cause irreparable harm to Company not adequately compensable by monetary damages. In addition to any other relief at law or in equity, Participant agrees that temporary and permanent injunctive relief should be available without the necessity of proving actual damages.
  10. Confidentiality. Participant agrees to hold in strict confidence, not to use or disclose, except in accordance with this Agreement, and to take all necessary precautions to protect the confidentiality of, Confidential Information received from Company or its agents under this Agreement, including, without limitation, requiring Participant’s employees or others with access to the Confidential Information to be subject to confidentiality agreements similar in nature to this Agreement and limiting access to the Confidential Information to employees on a “need to know” basis. For the purposes of this Agreement, “Confidential Information” of Company will include, without limitation, your Feedback, the Beta Product, all accompanying Documentation and any other information or materials provided to you by Company. Confidential Information does not include information that Participant can establish with competent documentary evidence: (i) was known by Participant at the time of its disclosure; (ii) is already in the public domain or becomes generally known or published through no fault of Participant; or (iii) is lawfully disclosed to Participant by a third party free to disclose such information. The provisions under this confidentiality provision will survive expiration or termination of this Agreement for any reason. Notwithstanding the foregoing, this confidentiality provision will not be construed so as to prohibit the use, demonstration and display of the Beta Product as permitted in Section 2 of this Agreement. All materials, documents, software and any other tangible objects containing or representing Confidential Information, and all copies of the same, which are in the possession of Participant must be promptly returned to Company and removed from Participant’s possession upon Company’s request.
  11. Beta Period and Termination. The term of this Agreement will commence on the date the Beta Product is first accessed or used by the Participant and will continue until the official commercial release of the product (not in a Beta version), or until access to the Beta Product is suspended or terminated by Company (the “Beta Period”) unless terminated by either party in writing at any time, with or without cause. Upon expiration or termination of the Beta Period, Participant’s right to access and use the Beta Product will immediately terminate, Participant will cease all use of the Beta Product, delete and destroy all copies of the Beta Product (if any), and Company will have the right to prohibit Participant’s use of the Beta Product. The preceding sentence will not apply if Participant and Company enter into a commercial license agreement that, by its terms, supersedes and replaces this Agreement.
  12. Participant’s Representations and Warranties. By signing this agreement, Participant represents and warrants that Participant is over the age of 18.
  13. DISCLAIMER OF WARRANTIES. COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE BETA PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. THE BETA PRODUCT IS LICENSED AND PROVIDED “AS IS” AND COMPANY DOES NOT WARRANT TO PARTICIPANT THAT THE BETA PRODUCT WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT PARTICIPANT’S USE OF THE BETA PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA PRODUCT AND PARTICIPANT’S USE OF THE BETA PRODUCT AND ANY RESULTS GENERATED BY THE BETA PRODUCT IS BORNE BY PARTICIPANT. SHOULD THE BETA PRODUCT PROVE DEFECTIVE IN ANY RESPECT, PARTICIPANT’S SOLE REMEDY IS TO TERMINATE ITS USE OF THE BETA PRODUCT. THE BETA PRODUCT CONSTITUTES A PRE-RELEASE PRODUCT AND MAY NEVER BE RELEASED BY COMPANY OR MAY BE CHANGED SUBSTANTIALLY BEFORE COMMERCIAL RELEASE BY COMPANY.
  14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO PARTICIPANT RESULTING FROM THE USE, DEMONSTRATION OR DISPLAY OF THE BETA PRODUCT OR ANY DECISIONS MADE WITH RESPECT TO THE BETA PRODUCT. IN NO EVENT WILL COMPANY BE LIABLE TO PARTICIPANT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PARTICIPANT’S USE OF THE BETA PRODUCT.
  15. Severability; Waiver. If any provision of this Agreement is determined to be unlawful and can be deleted without altering the essence of the Agreement, the unlawful provision will be deleted and the remaining provisions will remain in full force or effect. The failure by either party at any time to enforce its rights under this Agreement will not be construed as a waiver of such rights and no waiver by either party will be valid unless it is contained in a signed writing.
  16. Governing Law; Venue. This Agreement and any related dispute will be governed by and interpreted in accordance with the laws of the State of North Carolina without regard to its conflicts of laws provisions. The parties irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located nearest to Raleigh, North Carolina for any suit or action arising from or related to this Agreement and waive any right they may have to object to venue there.
  17. Relationship of the Parties. The relationship between Company and Participant under this Agreement is intended to be that of independent contractor. Nothing in this Agreement will be construed to create any partnership, joint venture, employer-employee or agency relationship of any kind. Neither party has any authority under this Agreement to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking any third party.
  18. Assignment. Participant may not transfer or assign this Agreement or any of its rights or obligations hereunder, directly or indirectly, by operation of law or otherwise without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each of the parties and its successors and permitted assigns.
  19. Integration. This Agreement, along with the Privacy Policy, constitutes the final, complete and exclusive agreement and understanding between Company and Participant and supersede all prior and contemporaneous agreements, oral and written as they regard the licensing of the Beta Product. This Agreement may not be amended except in a writing executed by both of the parties.