Last updated: February 16, 2022
Thank you for accepting our invitation to participate in our Playtest Program (“Playtest Program”), which includes access to and testing of one or more pre-release versions of games developed by us, C77 Entertainment, Inc., including, in each case, a playable version of the applicable game, together with any in-game points, coins, and currencies; in-game characters, achievements, progress, and features; in- game products, services, and assets; or other in-game content (collectively, “In-Game Content” and, together with the playable game, “Pre-Release Materials”).
Your participation in the Playtest Program and access to and use of the Pre-Release Materials are governed by this Playtest Program Participation Agreement (“Agreement”). This Agreement is between you and C77 Entertainment, Inc. By agreeing to participate in the Playtest Program, you agree to the terms and conditions set forth in this Agreement. If you do not agree to these terms and conditions, do not install, use, or access the Pre-Release Materials or otherwise participate in the Playtest Program. You agree to the arbitration agreement and class action waiver described in Section 13 below to resolve any disputes arising out of or related to this Agreement.
1. There are Requirements for Participation
By participating in the Playtest Program, you agree that:
A. You have received an invitation from us to participate.
B. You are 18 years of age or older.
C. You are who you say you are and have provided us with a valid email address where we can contact you and provide you notices related to the Playtest Program.
D. You reside in a jurisdiction where participation is permitted by us and all applicable laws.
E. You have an account in good standing with any digital distribution platform required in order to download, access, use, and/or test the Pre-Release Materials (e.g., Steam, Discord, etc.), and you will comply with any terms or conditions governing your use of such platforms.
F. You will not be disruptive. While participating, you will conduct yourself responsibly and in a manner consistent with our guidelines and instructions.
G. Your participation in the Playtest Program begins once you install, use, or access the Pre-Release Materials and ends when access to and use of the Pre-Release Materials expires or we suspend or cancel the Playtest Program, unless we terminate this Agreement earlier in accordance with the terms and conditions below.
2. You Agree to Confidentiality
All Pre-Release Materials and all information about, within, and sent through the Playtest Program or the Pre-Release Materials are our confidential information (collectively, “Confidential Information”). For the avoidance of doubt, Confidential Information includes (a) any information we provide to you in connection with your participation in the Playtest Program; (b) any information you or other participants provide to us in connection with participation in the Playtest Program; (c) any information concerning the performance, capabilities, or content of the Pre-Release Materials; (d) any comments, suggestions, or other feedback generated by you, other participants, or us; and (e) any information not generally known to the public that concerns our products, services, or business operations or that of any of our business partners.
You may not share, publish, disclose, distribute, transmit, post, or make available, directly or indirectly, Confidential Information to any third party, until we publicly releases the game(s) you are testing. However, you may disclose the existence of the Playtest Program and that you are a participant.
At our request, you must return to us any and all copies of the Pre-Release Materials delivered to you, including any unauthorized reproductions of any Pre-Release Materials made by you.
3. Future Access to In-Game Content You Collect Might Be Limited
As mentioned above, the Pre-Release Materials may include In-Game Content. When, as a participant, you obtain In-Game Content, you receive a limited, non-assignable, non-transferable, non-exclusive, and revocable license to access and use it only for the purpose(s) for which we make it available to you and only in connection with and during your authorized participation in the Playtest Program. The Playtest Program and the Pre-Release Materials will run in a test environment, and In-Game Content that you obtain while participating in the Playtest Program may be erased, updated, or modified at our sole discretion, at any time, and without notice to you. We do not guarantee that any particular In-Game Content will be available at all times or at any given time. For the avoidance of doubt, In-Game Content may not be accessible to you or others after the Playtest Program ends or after commercial launch of the applicable game(s).
4. You Are Not Our Employee
Your participation in the Playtest Program is voluntary, done for your personal enjoyment, and does not constitute employment or an offer of employment between you and us. We do not ask or require you to work a certain number of hours or shifts to participate in the Playtest Program. We expect you only to use your leisure time to participate in the Playtest Program and do not expect you to forego other activities, including gainful employment.
5. We Have the Right to Use the Feedback You Provide
Your participation in the Playtest Program and any feedback, suggestions, and/or comments you give us (such as bug reports and test results) (collectively “Feedback”) do not entitle you to receive compensation of any kind. We shall have the right (but not the obligation), at our sole discretion, to credit you for the Feedback, and you grant us a license to attribute such Feedback to you. You acknowledge and agree that we can (but are not obligated to) use the Feedback for any purpose, including in any products, marketing, or other media, without your approval or notice, and without compensating you. You represent and warrant that (a) you have the right to enter into this Agreement and assign and grant these rights; and (b) any Feedback provided by you is your original work and does not infringe any third party’s intellectual property rights. By participating in the Playtest Program, you agree to receive communications by email about your participation in the Playtest Program, including to solicit Feedback.
6. You Understand that We May Use Anti-Tamper and Anti-Cheat Technologies
We may use technical and content protection measures and anti-cheat technologies with the Pre-Release Materials. You consent to the use of such measures and technologies, and agree that any attempt by you to circumvent, disable, or tamper with them will result in immediate termination of any license granted to you by this Agreement and will afford us the right, among other legal remedies, to terminate this Agreement. Also read about our use of personal information and data in Section 10 below.
7. This Agreement May Be Terminated by You or Us
This Agreement is effective until terminated by you or us. You can terminate this Agreement at any time for any reason or no reason at all by ceasing to participate in the Playtest Program and also returning to us any and all copies of Pre-Release Materials in your possession. We can terminate this Agreement at any time for any reason or no reason at all by canceling or suspending the Playtest Program, by terminating your access to and use of the Pre-Release Materials, and/or by sending you an email notification. If you are, or are found to have been, in violation of this Agreement, we may also terminate your access to and use of any applicable released game(s), among other legal remedies. For the avoidance of doubt, sections 2-5 and 7-15 of this Agreement will survive any expiration or earlier termination of this Agreement.
8. We Are Entitled to an Injunction to Halt a Breach or Threatened Breach
You agree that a breach or threatened breach of this Agreement will cause us irreparable injury, that money damages would be an inadequate remedy, and that we shall be entitled to seek and obtain ex parte injunctive relief without the need to post a bond in order to halt a breach or threatened breach.
9. We Are Entitled to Indemnification If You Violate this Agreement
You agree to indemnify, defend, and hold us harmless against any third-party claim asserted against us that is based on facts that, if true, would constitute, or would have constituted at the time, a breach or threatened breach of this Agreement by you.
10. We Have Rights to Use Certain Information and Data We Collect
When you participate in the Playtest Program, we may collect and store data from your computer or device, including information about your computer or device and operating system (such as IP Address and device ID), information about your Pre-Release Materials usage, gameplay and usage statistics, system interactions, and peripheral hardware. If you participate in the Playtest Program offline, this data will be stored on your device and transmitted to us when your device connects to the Internet. We use this information to operate our business, improve our products and services, provide services to and communicate with you (including for marketing purposes), provide software updates, dynamically serve content and software support, prevent unauthorized tampering and cheating, troubleshoot bugs and errors, and enhance your experience.
You should not disclose your personal information in your public communications within the Pre-Release Materials. We are not responsible for information that you choose to communicate to other users within the Playtest Program, or for the actions of other users. We reserve the right to monitor this information and content and these communications.
11. You Participate at Your Own Risk
You acknowledge that the Pre-Release Materials are in development, are not final products, and may contain errors and defects. You participate in the Playtest Program and download, access, and use the Pre-Release Materials at your own risk. The Pre-Release Materials are licensed and provided to you “as is” without any warranty of any kind, express or implied, including the implied warranties of merchantability; satisfactory quality; fitness for a particular purpose; noninfringement of third-party rights; and warranties arising from a course of dealing, usage, or practice. Further, we do not provide any technical support for the Playtest Program or the Pre-Release Materials.
12. Our Liability to You is Limited
You may recover from us only direct damages in an amount no greater than (a) the dollar amount you actually paid to participate in the Playtest Program or for your access to and use of the Pre-Release Materials or (b) USD $100, whichever is greater. To the fullest extent permitted by applicable law, we will not be liable to you for any losses that were not caused by our breach of this Agreement or indirect, incidental, consequential, punitive, or special damages, including, without limitation, damages associated with lost income, lost profits, the cost of substitute goods or services, business interruptions or stoppages, lost data, loss of goodwill, and computer failure or malfunction. This limitation applies to any claim(s) arising out of or related to this Agreement, whether based in contract, tort, statute, strict liability, or otherwise. It also applies even if we knew or should have known about the possibility of such damages.
13. Disputes Will Be Settled by Mandatory Binding Arbitration
Any controversy or claim arising out of or relating to this Agreement, or the breach or threatened breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules, which are available at www.adr.org or by calling 1-800-778-7879, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. You and we agree that each may bring claims against the other only in your or our individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding as to all disputes. The arbitrator shall not consolidate another person’s claims with your claims, and shall not preside over any type of representative or class proceeding. If the foregoing provisions concerning representative or class proceedings is found to be unenforceable, then the entirety of the agreement in this Section 13 to arbitrate shall be null and void.
14. Our Agreement is Governed by Washington Law
The laws of the State of Washington, excluding its conflicts-of-law rules, govern this Agreement. You expressly agree that for claims and disputes not subject to the arbitration agreement in Section 13 above, exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the federal or state courts located in King County, Washington, and you expressly consent to the exercise of personal jurisdiction of such courts.
15. Under Certain Circumstances, this Agreement May be Updated
If we revise terms affecting existing elements of the Playtest Program, these changes shall be effective 30 days after we send you email notice. If we add new terms to the Playtest Program, these terms are effective immediately after we have sent you an email notice. Your continued access to or use of the Pre-Release Materials means you accept the changes. Once you accept a version of this Agreement, we will not enforce future material changes without your express agreement to them. You understand that, if you are asked to accept material changes to this Agreement and you decline to do so, you may not be able to continue to use the Pre-Release Materials provided or participate further in the Playtest Program.