Thank you for your interest in participating in the focus groups, game testing, surveys, interviews, discussions and/or other information gathering activities (the “Activities”) for the benefit of SocialPoint S.L., collectively with its parents, sister companies, subsidiaries, divisions, affiliates, related and/or associated entities (the “Publisher”).
By participating in these Activities, you (the “Participant” and/or “you”) for good and valuable consideration agree to be legally bound by the terms and conditions below.
1. Confidential Information: During and/or in connection with the Activities, you will see, hear, receive or otherwise learn information about the Publisher and its games that is not publicly known or generally available (“Confidential Information”). You will not disclose or use any Confidential Information (except as required for you to participate in the Activities) and, following the Activities, you will take all appropriate measures to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss, and theft. You understand these rules mean, for example, that you may not post, share or discuss Confidential Information in blogs, personal websites, social networking sites (such as Facebook), message boards, discussion forums, content sharing sites (such as YouTube), instant messaging, or email. Confidential Information includes but is not limited to: (a)business methods and procedures, technical information and specifications, testing methods and data, research and development techniques and activities; (b) game titles, features, concepts, themes, dialogue, characters, characterizations, storylines, designs, artwork, logos, packaging and other game-related materials, promotional materials; and (c) pricing policies, promotion and marketing plans, game release timing or details, and plans for expansions or sequels. Confidential Information does not include information that is or later becomes publicly known and made generally available through no fault of your own.
2. Return of Materials Following the Activities: Upon finishing the Activities (or earlier if requested), you will return all materials you received in connection with the Activities (including all copies) and delete or destroy all your personal records of the Activities (including notes, pictures and video or audio recordings), whether or not the materials or records contain Confidential Information. This rule will not apply to any materials or records the Publisher gives you permission in writing to keep after the Activities. You may also keep a copy of this Agreement for your own reference and, if you do so, you agree that you will treat it as Confidential Information.
3. Feedback and Recordings: During and/or in connection with the Activities, you may provide or volunteer suggestions, ideas or other information (“Feedback”) and the Publisher may record your participation in the Activities by any means in any media including audio, video and still images (“Recordings”). You hereby consent to such Recordings. You acknowledge and agree that all such Feedback and Recordings shall be “works made for hire” within the meaning of the United States Copyright Act and other applicable intellectual property laws (and, solely for the purposes of such laws, you shall be considered an employee for hire of the Publisher), such that the Publisher shall be deemed the sole and exclusive owner thereof together with all related intellectual property rights and exploitation rights, throughout the world, in perpetuity. To the extent, if any, that any Feedback or Recording is not deemed a “work made for hire” or you are otherwise deemed to retain any rights, title or interest in or to any Feedback or Recording, you hereby irrevocably agree to transfer and assign, and do hereby transfer and assign, to the Publisher all rights, title and interest you may have or acquire throughout the world in and to such Feedback or Recording, without additional compensation, and you hereby irrevocably agree to waive, and do hereby waive, any so-called moral rights of authors or other special rights which you may have or acquire therein, however, denominated, throughout the world.
4. Publisher’s Use of Feedback and Recordings: You hereby grant the Publisher the right (but not the obligation) to use, edit, modify, distribute and exploit, for any purpose in connection with its business, in any and all media now known or hereafter developed, the Feedback,Recordings and/or your likeness, image, voice, statements, actions, characteristics and other identifiable attributes captured in the Recordings or otherwise during the Activities (the“Attributes”), in whole or in part, unaltered or altered, alone or with other material, with or without attribution and/or identification. You acknowledge and agree that you have no right to inspect or approve any matter or material containing the Feedback, Recordings and/or Attributes that may be used pursuant to this Agreement. You acknowledge and agree that the Publisher shall have sole and exclusive ownership of all results and proceeds from the Feedback, Recordings and/or Attributes used pursuant to this Agreement and that you are not entitled to any compensation, credit or acknowledgment.
5. Participant’s Representations: You hereby represent, warrant and covenant as follows: (a)you have the right to grant the rights herein, free and clear of any obligation to any third party, and such grant does not violate any agreement you may have with any third party including, without limitation, any union or guild; and (b) the Publisher’s use of the Feedback, Recordings and/or Attributes pursuant to this Agreement will not require any additional permissions from and/or payments to any third party including, without limitation, any union or guild.
6. Participant’s Release of Claims: You hereby release, acquit and fully, finally and forever discharge the Publisher, together with its designees acting on its behalf, from any and all claims, demands, causes of action, proceedings, liabilities, losses, damages, costs, fees and expenses of any kind or nature whatsoever that you may have now or in the future in connection with the Publisher’s use of the Feedback, Recordings and/or Attributes or its exercise of any other rights granted hereunder, including, without limitation, any claim based upon libel, defamation, invasion of right of privacy, publicity or personality, copyright or trademark infringement or unfair competition. You agree not to institute any legal action based on any of the grounds specified in this Section and you hereby waive all rights to any equitable relief in connection with this Agreement.
7. General Provisions: You acknowledge and agree that: (a) all the rights you have granted here in to the Publisher are perpetual, irrevocable, unlimited, fully paid-up, royalty-free and worldwide; (b) in the event of any breach of any of your duties and obligations hereunder, the Publisher would be irreparably injured, monetary damages would not be an adequate remedy, and the Publisher shall be entitled to equitable relief in addition to any other remedies it may have; (c) this Agreement shall be irrevocable upon delivery and may not be modified; (d) thisAgreement shall inure to the benefit of the Publisher’s successors and assigns; (e) this Agreement sets forth the entire agreement with respect to the subject matter here of; and (f) this Agreement shall be governed by the laws of the State of New York applicable to contracts made and wholly performed therein and you irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the County of New York, New York in connection with any action hereunder and you hereby waive any objection to venue.
By participating in these Activities, you (the “Participant” and/or “you”) for good and valuable consideration agree to be legally bound by the terms and conditions below.
1. Confidential Information: During and/or in connection with the Activities, you will see, hear, receive or otherwise learn information about the Publisher and its games that is not publicly known or generally available (“Confidential Information”). You will not disclose or use any Confidential Information (except as required for you to participate in the Activities) and, following the Activities, you will take all appropriate measures to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss, and theft. You understand these rules mean, for example, that you may not post, share or discuss Confidential Information in blogs, personal websites, social networking sites (such as Facebook), message boards, discussion forums, content sharing sites (such as YouTube), instant messaging, or email. Confidential Information includes but is not limited to: (a)business methods and procedures, technical information and specifications, testing methods and data, research and development techniques and activities; (b) game titles, features, concepts, themes, dialogue, characters, characterizations, storylines, designs, artwork, logos, packaging and other game-related materials, promotional materials; and (c) pricing policies, promotion and marketing plans, game release timing or details, and plans for expansions or sequels. Confidential Information does not include information that is or later becomes publicly known and made generally available through no fault of your own.
2. Return of Materials Following the Activities: Upon finishing the Activities (or earlier if requested), you will return all materials you received in connection with the Activities (including all copies) and delete or destroy all your personal records of the Activities (including notes, pictures and video or audio recordings), whether or not the materials or records contain Confidential Information. This rule will not apply to any materials or records the Publisher gives you permission in writing to keep after the Activities. You may also keep a copy of this Agreement for your own reference and, if you do so, you agree that you will treat it as Confidential Information.
3. Feedback and Recordings: During and/or in connection with the Activities, you may provide or volunteer suggestions, ideas or other information (“Feedback”) and the Publisher may record your participation in the Activities by any means in any media including audio, video and still images (“Recordings”). You hereby consent to such Recordings. You acknowledge and agree that all such Feedback and Recordings shall be “works made for hire” within the meaning of the United States Copyright Act and other applicable intellectual property laws (and, solely for the purposes of such laws, you shall be considered an employee for hire of the Publisher), such that the Publisher shall be deemed the sole and exclusive owner thereof together with all related intellectual property rights and exploitation rights, throughout the world, in perpetuity. To the extent, if any, that any Feedback or Recording is not deemed a “work made for hire” or you are otherwise deemed to retain any rights, title or interest in or to any Feedback or Recording, you hereby irrevocably agree to transfer and assign, and do hereby transfer and assign, to the Publisher all rights, title and interest you may have or acquire throughout the world in and to such Feedback or Recording, without additional compensation, and you hereby irrevocably agree to waive, and do hereby waive, any so-called moral rights of authors or other special rights which you may have or acquire therein, however, denominated, throughout the world.
4. Publisher’s Use of Feedback and Recordings: You hereby grant the Publisher the right (but not the obligation) to use, edit, modify, distribute and exploit, for any purpose in connection with its business, in any and all media now known or hereafter developed, the Feedback,Recordings and/or your likeness, image, voice, statements, actions, characteristics and other identifiable attributes captured in the Recordings or otherwise during the Activities (the“Attributes”), in whole or in part, unaltered or altered, alone or with other material, with or without attribution and/or identification. You acknowledge and agree that you have no right to inspect or approve any matter or material containing the Feedback, Recordings and/or Attributes that may be used pursuant to this Agreement. You acknowledge and agree that the Publisher shall have sole and exclusive ownership of all results and proceeds from the Feedback, Recordings and/or Attributes used pursuant to this Agreement and that you are not entitled to any compensation, credit or acknowledgment.
5. Participant’s Representations: You hereby represent, warrant and covenant as follows: (a)you have the right to grant the rights herein, free and clear of any obligation to any third party, and such grant does not violate any agreement you may have with any third party including, without limitation, any union or guild; and (b) the Publisher’s use of the Feedback, Recordings and/or Attributes pursuant to this Agreement will not require any additional permissions from and/or payments to any third party including, without limitation, any union or guild.
6. Participant’s Release of Claims: You hereby release, acquit and fully, finally and forever discharge the Publisher, together with its designees acting on its behalf, from any and all claims, demands, causes of action, proceedings, liabilities, losses, damages, costs, fees and expenses of any kind or nature whatsoever that you may have now or in the future in connection with the Publisher’s use of the Feedback, Recordings and/or Attributes or its exercise of any other rights granted hereunder, including, without limitation, any claim based upon libel, defamation, invasion of right of privacy, publicity or personality, copyright or trademark infringement or unfair competition. You agree not to institute any legal action based on any of the grounds specified in this Section and you hereby waive all rights to any equitable relief in connection with this Agreement.
7. General Provisions: You acknowledge and agree that: (a) all the rights you have granted here in to the Publisher are perpetual, irrevocable, unlimited, fully paid-up, royalty-free and worldwide; (b) in the event of any breach of any of your duties and obligations hereunder, the Publisher would be irreparably injured, monetary damages would not be an adequate remedy, and the Publisher shall be entitled to equitable relief in addition to any other remedies it may have; (c) this Agreement shall be irrevocable upon delivery and may not be modified; (d) thisAgreement shall inure to the benefit of the Publisher’s successors and assigns; (e) this Agreement sets forth the entire agreement with respect to the subject matter here of; and (f) this Agreement shall be governed by the laws of the State of New York applicable to contracts made and wholly performed therein and you irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the County of New York, New York in connection with any action hereunder and you hereby waive any objection to venue.