Testing Agreement

Last Updated and Effective Date: August 10, 2021

This Alpha or Beta Testing and Confidentiality Agreement (the “Agreement”), is effective as of the date you accept this Agreement (“Effective Date”). This Agreement relates to your access to and use of yet to be released game content and software identified in the Alpha or Beta testing sign-up communication (the “Game”), and all content in and related to the Game (collectively, the “Alpha or Beta Test”). This Agreement is entered into by and between (a) Hooded Horse Inc., a Texas Corporation with its principal place of business in Dallas, Texas, (b) the developer of the Game, as identified in the Alpha or Beta testing sign-up communication  (both the developer of the Game and Hooded Horse Inc. will be referred to collectively as “The Company” in this Agreement, and each will be entitled to any rights contained within either individually or collectively), and (c) you, an individual, acting as an Alpha or Beta tester (“You”).

From time to time after the Effective Date You may elect to be a tester and participate in one or more Alpha or Beta Tests that are made available to You by The Company. As used in this Agreement the phrase “the Alpha or Beta Test” refers to each such Alpha or Beta Test individually and all such Alpha or Beta Tests collectively. Similarly, in this Agreement, the phrase “the Game” refers to each Game that is the subject of an Alpha or Beta Test individually and all such Games collectively. Unless The Company requires You to agree to a different agreement at the time You register or sign up to be a tester or participate in a specific Alpha or Beta Test, this Agreement will apply to all Alpha or Beta Tests of The Company’s Games.

Your participation in and confidential access to the Alpha or Beta Test are subject to the Terms of Use and Privacy Policy posted at hoodedhorse.com , as may be revised from time to time, and by accepting this Agreement, you are specifically accepting and agreeing to the Terms of Use and Privacy Policy. All terms contained in the Terms of Use and Privacy Policy are incorporated by reference, including without limitation disclaimers of warranties and limitations of liabilities. If You wish to terminate this Agreement after acceptance, you may send an email to [email protected] .

By agreeing to this Agreement and participating in the Alpha or Beta Test, You agree to comply with the terms of this Agreement, the Terms of Use and the Privacy Policy, as may be revised from time to time. You agree that, to the extent permitted by applicable law, The Company is not liable for any loss of data or damages arising out of your participation as a tester, and you waive all such claims. By accepting this Agreement, You represent and warrant to The Company that You have read this Agreement, the Terms of Use and Privacy Policy prior to accepting this Agreement and are fully familiar with the terms and conditions; and You have not, and will not in the future, enter into any agreement or understanding, whether written or oral, with any third party that impedes or conflicts with this Agreement.

1. To participate in the Alpha or Beta Test, You will need to install software on Your computer together with other content (collectively, the “Software”). A Steam access key will be provided, and You agree that You will not provide the Software (or access key) to any other person or entity. Any Software provided to You by The Company in connection with the Alpha or Beta Test may be distributed to You by The Company alongside certain third party software provided under separate license terms.

2. In connection with the Alpha or Beta Test You may provide comments, images, photos, feedback, suggestions, ideas, concepts, inventions, characters, plots, titles, designs, art work, programs, techniques, code, or content of any kind (the “Content”) to The Company. You hereby unconditionally and irrevocably grant to The Company a non-exclusive, worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Content in any medium or format, whether now known or later developed. In the event that You have any rights, including without limitation artists rights or moral rights, in Content that cannot be licensed, You unconditionally and irrevocably waive the enforcement of such rights and all related claims and causes of action of any kind against The Company, The Company’s affiliates, or The Company’s customers. You represent and warrant that You have the right to provide the above license and waiver, and that doing so will not breach any obligations to or rights of any third parties, or violate any laws in any applicable jurisdiction. Without limitation, You specifically acknowledge understanding that the terms of this paragraph will survive any termination of this Agreement.

3. You agree that all tasks that You may undertake relating to the Alpha or Beta Test, whether at the request of The Company or otherwise, shall be performed without any expectation of compensation or benefit of any kind. You acknowledge and agree that you are not a joint-author of any work, and that you are not entitled to any credit (and The Company granting some sort of credit will not impose any continuing obligation to provide that credit in the future). Nothing contained in this Agreement shall in any way constitute or establish any employment relationship, association, partnership, or joint venture.

4. You agree that You will not disclose, nor make any use of, the Confidential Information of The Company. “Confidential Information” means all information or material of any kind relating to the Alpha or Beta Test, the Game or any other products and services which are made available to You by The Company under this Agreement, whether or not expressly designated as Confidential Information by The Company. Confidential Information includes, but is not limited to, all content or information relating to the Alpha or Beta Test, the Game, or the business practices of the Company. For the purposes of this Agreement, the term Confidential Information does not include information or material that You can demonstrate was known to You, without restriction as to use or disclosure prior to the disclosure by The Company, or is obtained, without restriction as to use or disclosure from a source having the right to disclose it without an obligation of confidentiality, or that has been made publicly available by The Company. You agree to hold in strictest confidence and not disclose or reveal to any person or entity Confidential Information without the express prior written consent of a duly authorized representative of The Company. As examples, You will not discuss the Alpha or Beta Test or Game with any member of the media or any game publisher or developer, and will not discuss the Alpha or Beta Test or Game in any online forum except the specific Alpha or Beta Test forums or Discord channels made available and expressly designated by The Company. Leaks or unofficial reports by others will not remove Your duty of confidentiality.

5. If You wish to disclose Confidential Information (through streaming, posting videos, participating in online discussion, or otherwise), You must first receive written permission from an authorized representative of The Company. Instructions for requesting such permission, and details of what requests might be considered at a particular point in time, may be posted and revised on the Alpha or Beta Test forums or Discord channels.

6. You shall not copy, alter, modify, disassemble, reverse engineer, or decompile the Game, Confidential Information, or any materials received during the Alpha or Beta Test or otherwise attempt to derive source code from the Game, without the express written approval of a duly authorized representative of The Company. The Company may post rules allowing a limited right to create modifications to the Game on the Alpha or Beta Test forums or Discord channels. Any such modifications constitute Content and Confidential Information, and you agree not to distribute such modifications to anyone who is not a participant in the Alpha or Beta Test until the Game has been released on Steam.

7. Subject to Your compliance with all of the terms and conditions in this Agreement, The Company grants to You, for Your personal and private use only, a nonexclusive, revocable, nontransferable license to use the Game solely in connection with Your participation in the Alpha or Beta Test. Upon the completion of the Alpha or Beta Test or termination of this Agreement, you agree to uninstall and remove the testing version of the Game and all related content. You agree that all intellectual property associated with or relating to the Alpha or Beta Test, the Game, software, techniques, know-how, processes and methodologies remain the sole and exclusive property of The Company. Except for the express license set forth above, nothing in this Agreement shall be construed in any way to grant You any license, right, interest, or expectation under any patent, trademark, copyright, trade secret, know-how or technology that The Company may have, acquire, or generate relating to the Alpha or Beta Test or the Game. You agree that The Company may terminate the Alpha or Beta Test, the license set forth above, or this Agreement at any time and without compensation of any kind. The Company may limit access to and use of the Game or delete or render incompatible saved games. The Company reserves the right to suspend, restrict, or cancel the Alpha or Beta Test, and may terminate Your participation in the Alpha or Beta Test at The Company’s sole and absolute discretion.

8. You agree that Your obligations are of a unique nature for which monetary damages alone would not provide adequate compensation, and that the material breach of any such obligations will cause The Company irreparable injury. The Company will be entitled to immediate equitable relief to prevent such injury, including injunctions. For the avoidance of doubt, the choice of law and venue provision contained in the Terms of Use applies fully to any dispute relating to your participation in the Alpha or Beta Test.

9. Paragraph 2, 4, 6, and 8 will survive the termination of this Agreement, alongside all provisions incorporated by reference from the Terms of Use or elsewhere that would survive the termination of those other agreements.