Last Updated: March 29, 2024
This Beta Test Participation Addendum (this “Addendum”) is a part of the Future Stage General Terms of Use and End User License Agreement (the “General Terms”) and is a legal agreement between you (“you,” “your,” or “Licensee”) and Evil Eye Pictures LLC (“EEP,” “Licensor,” “we,” “us,” or “our”). This Addendum governs your rights and obligation with respect to your use of the Beta Test Materials (“Permitted Use”). You acknowledge and agree that, by (1) registering for a beta test account, or (2) downloading the Beta Test Materials, or (3) otherwise accessing or using the Beta Test Materials, you have read the General Terms and this Addendum and you accept and agree to be bound and abide by the General Terms and this Addendum. If you do not agree with this Addendum, you must immediately cease all use of the Beta Test Materials.
- LICENSE GRANT.
1.1. Beta Testing License. Subject to and conditioned upon your strict compliance with this Addendum and with applicable law, EEP hereby grants to you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, limited license to use and access the Beta Test Materials that we make available solely for the purpose of evaluating and testing the Beta Test Materials.
1.2. No Obligation to Provide Beta Test Materials. Nothing in this Addendum obligates EEP to deliver or make available any copies of computer programs or code from the Beta Test Materials to you, whether in object code or source code form. EEP reserves the right, in its sole discretion, to revoke access and use of the Beta Test Materials at any time.
1.3. For purposes of this Addendum, “Beta Test Materials” means EEP’s proprietary, non-commercially available set of interdependent tools that facilitate remote connectivity for live/real-time animated content that may be provided by EEP pursuant to this Addendum regardless of whether labeled as “Beta” or similar development stage, training materials related thereto, and any and all other related components, accessories, specifications, technical information, software applications, application platform interfaces, services, features and/or functionalities (including any aspect of the installation, configuration, integration, operation, or use of the Beta Test Materials) and all updates or revisions related thereto. For purposes of the application of the General Terms, “Services” and “Software” shall include Beta Test Materials, as appropriate.
- EEP ACCESS. We reserve the right to view and monitor your beta test account as needed to (i) monitor or measure use of the Beta Test Materials; (ii) validate certain features or functionality of the Beta Test Materials; and (iii) to provide services or support necessary to maintain the Beta Test Materials.
- DISCLAIMERS OF WARRANTIES. By their nature, the Beta Test Materials may contain defects, errors, bugs and other problems that could cause system failure. A primary purpose of the beta program, for which no fees have been charged or are due from Licensee, is to obtain Feedback on software performance and the identification of defects. For the avoidance of doubt, all Beta Test Materials are prerelease, are expected to contain defects which may be material, and are not expected to operate at the level of performance or compatibility of a final, generally available product offering. Beta Test Materials may not operate accurately and may be substantially modified prior to public availability or withdrawn at any time. Accordingly, access to and use of the Beta Test Materials is entirely at Licensee’s own risk. In no event shall EEP be liable for any damage whatsoever arising out of the use of or inability to use the Beta Test Materials, even if EEP has been advised of the possibility of such damages. You are advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of any Beta Test Materials. EEP is under no obligation to provide technical support under the terms of this Addendum and provides no assurance that any specific errors or discrepancies in the Beta Test Materials will be corrected.
ALL BETA TEST MATERIALS PROVIDED BY LICENSOR ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE BETA TEST MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN LICENSEE AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.
4. CONFIDENTIALITY.
4.1. Confidential Information. You acknowledge that as a beta tester, you may have access to, and we may disclose to you, certain valuable information belonging to and relating to EEP which EEP considers proprietary and confidential (whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,”) including, but not limited to, the features, functionality and existence of the Beta Test Materials, information concerning the Beta Test Materials, the existence or content of any communications, reports or Feedback prepared under this Addendum, the Beta Test Materials’ trademark(s) and trade name(s), computer programs, source code, flowcharts, diagrams, schematics, development tools, specifications, design documents, marketing information, financial information, manuals, sales and marketing plans, business plans or reports, processes, customer lists, and other trade secrets (“Confidential Information”).
4.2. Confidentiality. You shall (i) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the purpose set forth in Section 1.1, or otherwise in any manner to EEP’s detriment, and (iii) be responsible for any breach of this Addendum caused by any person or entity to whom you disclose any Confidential Information.
4.2.1 If Licensee is a Business, Licensee shall disclose Confidential Information only to those of its employees who need to know such information for the purpose set forth in Section 1.1 and who are aware of the confidentiality obligations hereunder. Licensee shall be responsible for any breach of this Addendum caused by any of its employees or representatives or anyone using Licensee’s account.
4.2.2 The foregoing confidentiality obligations shall not apply if the information (i) is already known to Licensee as of the date of disclosure hereunder if such knowledge is not subject to any confidentiality obligation, (ii) is already in possession of the public or becomes available to the public other than through the act or omission of Licensee or Licensee’s representatives, or (iii) is acquired independently and without any confidentiality obligation by Licensee from a third party that has the right to disseminate such information at the time it is acquired by Licensee, or (iv) is developed by Licensee or its representatives independently of the Confidential Information.
4.3. Cooperation. Licensee shall promptly notify Licensor if Licensee becomes aware of any breach of this Section 4 or of any infringement of the Licensor’s Intellectual Property Rights in the Beta Test Materials and shall fully cooperate with Licensor (at Licensor’s expense) in any legal action taken by Licensor to enforce its Intellectual Property Rights.
4.4. Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Addendum or, unless expressly permitted under this Addendum, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably delayed or withheld, provided, however, that Licensor may, without Licensee’s consent, include Licensee’s name and other indicia in its lists of Licensor’s current or former customers of Licensor in promotional and marketing materials.
5. TERM. The term of this Addendum shall begin on the earlier of the first date you (1) register for a beta test account, (2) download or use the Beta Test Materials, or (3) otherwise access the Beta Test Materials and shall continue until terminated in accordance with the General Terms. The parties acknowledge that EEP is under no obligation to release any final product or Beta Test Materials to the public. EEP may, at any time, immediately terminate use of the Beta Test Materials.
5.1. Effect of Termination. Upon the termination of your beta test account with respect to this Addendum, all rights, licenses and authorizations granted to Licensee hereunder will immediately terminate and Licensee will (A) immediately cease all use of and other activities with respect to the Beta Test Materials and (B) within ten (10) days deliver to Licensor (or at Licensor’s request destroy), and permanently erase from all devices and systems Licensee directly or indirectly controls, the Beta Test Materials, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials; and (C) if requested by EEP, certify in writing that such Beta Test Materials and all copies thereof have been destroyed.
5.2. Survival. Upon the termination of this Addendum or your beta test account, some or all of the Beta Test Materials may cease to operate without prior notice; however, the sections of the General Terms which, by their nature, should survive the termination of your beta test account (including without limitation, your confidentiality and indemnification obligations, our warranty disclaimers and limitations of liabilities, and the dispute resolution provisions), shall survive any such termination.
6. CONFLICTS; RATIFICATION OF GENERAL TERMS. All capitalized terms not defined in this Addendum shall have the meaning given to them in the General Terms. In the event that there is a conflict between the provisions of this Addendum and the General Terms as to the matters addressed herein, the terms stated in this Addendum shall prevail. Any terms and conditions stated in the General Terms that are not expressly modified by this Addendum remain unchanged, in full force and effect, and applicable to your use of the Services, Software, and Beta Test Materials.