Beta Version Evaluation License and Terms Agreement

This Beta Version Evaluation License and Terms Agreement (“Agreement”) (i) is entered into by and between EZ Street LLC, a Delaware limited liability company, (“Company”) and the person agreeing to these terms (“Licensee”), (ii) is effective on the date that Licensee clicks to accept these terms (“Effective Date”), governs Licensee’s access to the BenchBrawl skill-based gaming application (“App”).

Definitions

  1. “Affiliates” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party;
  2. “Confidential information” means information disclosed by (or on behalf of) one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances in which it is presented. Confidential Information under this Agreement includes information that Licensee provides to Company regarding the Licensed Materials
  3. “Intellectual property right(s)” means all current and future patent rights, copyright, trademark rights, rights relating to proprietary information (including trade secrets), database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world;
  4. “Licensed materials” means the App and all associated content;
  5. “Updates” means updates, refreshes, corrections and other modifications to the Licensed Materials.

In this Agreement: (a) “includes” or “including” means “including but not limited to,” and; (b) examples are illustrative and not the sole examples of a particular concept.

Licensed Materials

  1. License. Subject to the terms and conditions of this Agreement and Licensee’s compliance with such terms and conditions, Company hereby grants to Licensee a non-exclusive, personal, non-transferable, non-sublicensable, royalty-free right and license to internally use the Licensed Materials solely for evaluation and testing purposes. If Licensee becomes aware of any activity in contravention of this Agreement, Licensee will promptly notify Company and will use the same degree of care as Licensee uses with respect to its own products (but no less than a reasonable degree of care), including the exercise of its contractual rights, to compel the cessation of all such activities;
  2. Reservation of company’s rights. Except for the license granted in Section 2.1 above, Company retains all rights, title and interest in and to the Licensed Materials and any Company Intellectual Property Rights relating to such materials;
  3. No technical support. Company and its licensors are under no obligation to install, maintain or support the Licensed Materials;
  4. Feedback;
    1. Licensee agrees to ensure that the Licensed Materials are actively used and tested throughout the Term.
  5. Licensee agrees to provide feedback to Company about the Licensed Materials, including product usage metrics, failure logs, status reports, error reports, and suggestions for improvement. Such feedback will be provided in the format of biweekly feedback forms and regular phone calls, or another format as mutually agreed between the parties;
  6. If Licensee discloses or provides comments, materials, information (including Confidential Information) or suggestions related to the Licensed Materials as described in Section 2.4.2 above (“Feedback”), Licensee hereby grants and will grant to Company and its Affiliates a perpetual, irrevocable, worldwide, sublicensable, exclusive, fully-paid, royalty free license under all of the Licensee’s Intellectual Property Rights, excluding any pre-existing or subsequently granted patent rights, in such Feedback to use such Feedback, and to use, make and sell products and services based on such Feedback. For the purpose of clarification, in no event shall the licenses granted in this Section be construed as granting Company and its Affiliates, expressly or by implication, estoppel or otherwise, a license to any of Licensee’s Intellectual Property Rights other than Licensee’s Intellectual Property Rights in the Feedback;
  7. Restrictions. Licensee shall use the Licensed Materials only as permitted by this Agreement and shall not:
    1. use the Licensed Materials for any commercial or revenue-generating purpose;
    2. sublicense, distribute, or transfer the Licensed Materials in any form to any third party;
    3. reverse engineer, reverse assemble, reverse translate, decompile or reduce to source code form that portion of the Licensed Materials provided in object code;
    4. modify the Licensed Materials in any way except as authorized by Company in writing;
    5. publish, distribute, circulate or provide any results of testing relating to the Licensed Materials, including benchmark tests, to a third party or;
    6. remove, alter, cover, or obscure any confidentiality, trade secret, trademark, patent, copyright or other proprietary notice or other identifying marks or designs from any of the Licensed Materials.
  8. No compensation. Company will not provide any compensation for Licensee’s access, evaluation and/or testing of the Licensed Materials;
  9. Disposal of Licensed Materials. Upon the termination or expiration of this Agreement, Licensee will delete the Licensed Materials in its possession as directed by Company. Upon Company’s request, Licensee will certify the return or destruction of the Licensed Materials in a writing signed by an officer of Licensee;
  10. Privacy Policy. Company may use and share personal information that Licensee provides in connection with this Agreement pursuant to Company’s Privacy Policy and applicable law.