OFF THE GRID NON-DISCLOSURE AGREEMENT
Date: March 22, 2024
PLEASE READ THIS NON-DISCLOSURE AGREEMENT CAREFULLY BEFORE GETTING ACCESS TO THE “Pioneers Program” VERSION OF THE GAME.
SHARING, STREAMING, RECORDING, COPYING, DUPLICATING ANY VISUAL AND AUDIO MATERIALS OF THE GAME, AND/OR SHOWING THE GAME TO ANY THIRD PARTY ARE STRICTLY PROHIBITED. VIOLATORS WILL BE SUBJECT TO LEGAL ACTION.
This Non-Disclosure Agreement("NDA”)is made and entered into by and between you (“You” or “User”) and POSEIDON 133 PTE. LTD, a company incorporated under the laws of Singapore under registration number 201502546D, with a registered office at 39 Robinson Road №14-01 Robinson Point Singapore 068911, Singapore (“Company”, “we” or “us”).
You and the Company are herein referred to together as the “Parties”, and each individually as the “Party”.
BY ACCESSING OR USING THE CONFIDENTIAL INFORMATION AND/OR THE “Pioneers Program” VERSION OF THE GAME, YOU REPRESENT THAT YOU HAVE READ, ACKNOWLEDGED AND UNDERSTOOD THIS NDA AND AGREE TO BE BOUND BY THE NDA. IF YOU ARE ENTERING INTO THE NDA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE NDA, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE NDA, YOU MUST NOT ACCEPT AND MAY NOT ACCESS OR USE THE CONFIDENTIAL INFORMATION AND/OR THE “Pioneers Program” VERSION OF THE GAME.
1. DEFINITIONS
1.1. “Affiliates” means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company.
1.2. “Game” means the proprietary software application known as Off The Grid, including all subsequent updates, patches, upgrades and enhancements to the application, and all associated documentation and content made available to you by the Company under this NDA. This includes but is not limited to, all software code, titles, themes, objects, characters, names, dialogue, catch phrases, locations, stories, artwork, animation, concepts, sounds, audio-visual effects, methods of operation, and musical compositions that are related to the application, and any copies of any of the foregoing.
1.3. “Third-Party” and “Third-Parties” means any individual or legal entity, except the Company, Affiliates, and the User.
1.4. “Confidential Information” means any and all confidential or proprietaryinformation, communications, data, documents and information of all kinds (including any copies, reprints, reproductions or translations thereof or developed by reference to or by use of it) related to the Game, Company and/or its Affiliates, whether in physical, written, oral, electronic, visual or any other tangible or intangible form, and whether or not specifically marked as confidential; such information can be contained in source codes, letters, reports, analytical materials, results of surveys, schemes, charts, specifications, and other documents, both in material and electronic forms: which are furnished or disclosed to the User, which the User gets access to in connection with this contractual relationship or which the User otherwise learns or becomes aware of.
1.4.1. Confidential Information shall include, but is not limited to, the following: technical information and know how, trade secrets (e.g. including any portion or phase of technical or scientific information, design, process, procedure), inventions, discoveries, ideas (whether reduced to a material form or not), concepts, research, development, reports, designs, specifications, drawings, blueprints, graphical works, diagrams, plans, models, samples, flow charts, data, techniques, technologies, computer programs in human or machine readable code, formulae, databases, intellectual property rights, commercial, financial, operational, strategic, system-related, organizational and business information, including but not limited to current and future products and services, strategies, potential business opportunities or transactions, business activities, industry knowledge and expertise, business and marketing plans and projections, financial statements, accounting registers, customer information (including names and contacts), arrangements and agreements with Third-Parties or employees, directly or in favour of the Company, as well as information and data in those contracts and agreements, any non-public personal information and any other information concerning the business and affairs of the Company, its Affiliates and/or the Game and any other matters that now or at some future time may have to do with the purpose of this NDA and other contractual obligations; information concerning graphic design, concept, structure of software; information on financial, legal, structural and other relations between the Company and its affiliated entities; information on registered and/or those in the process of being registered trademarks of the Company, as well as on objects of intellectual property of the Company; information on purchasers of products of the Company and its affiliated entities; information on volumes of production and sales of products and services of the Company and its affiliated entities; the terms and conditions of this NDA and other agreements entered by the User with the Company as well as information in relation to them; and any other information which is reasonably or customarily considered to be of a confidential, proprietary or otherwise sensitive nature. ConfidentialInformation shall not include information, or data which is established as not confidential by the current legislation of the USA (including in respect of commercial secrets), but in any case, the Parties undertake to make best efforts to limit access to such information and its dissemination, which Party takes or should take in respect of its own similar information.
2. CONFIDENTIAL INFORMATION PROTECTION AND PROHIBITION OF INFORMATION DISCLOSURE
2.1. In considerationof the disclosure of the Confidential Information bythe Company for the participation of theUser in the playtest of the “Pioneers Program” version of the Game, the User undertakes to:
2.1.1. keep secret and confidential all Confidential Informationof the Companyand/or its Affiliates disclosed under this NDA;and
2.1.2. not use directly, indirectly or in concert with a Third-Party Confidential Information for any purpose other than the performance of its contractual obligations before the Company; and
2.1.3. not use, copy, adapt, alter, disclose in full or in part or apply the Confidential Information of the Company and/or its Affiliates for any other purpose or its own purposes other than as described in clause 2.1.2 of this NDA; and
2.1.4. provide proper and secure storage for each and every part of the Confidential Information received by it in tangible form whilst it is in its custody, power, or control; and
2.1.5. return or destroy at its own expense any material containing any of the Confidential Information of the Company and/or its Affiliates together with any copies in its possession at the request of the Company; and
2.1.6. notify the Company of any breach of Confidential Information received under the NDA as soon as practicable upon discovering such breach;
2.1.7. provide the Company with feedback regarding the playtest of the “Pioneers Program” version of the Game upon the Company’s request.
2.2. The User shall undertake all necessary measures for the protection and safety of the Confidential Information against any unauthorized use, loss, theft, publication or any other actions, which can lead to disclosing and/or loss of the Confidential Information.
2.3. All software products, computer programs, and other objects of intellectual property rights created in the course of or for performing contractual duties before the Company, as well as all exclusive intellectual property rights to these objects, belong to the Company.
2.4. The User has no right to copy with the aim of spreading the software code of the Game.
2.5. The User has no right to use the Game software code fragments that are created during the cooperation with the Company unless specified otherwise by the Company in a written form.
2.6. The User undertakes not to distribute, disclose, transmit, publish, issue in the form of press releases and not advertise in any manner or in any form, the Confidential Information, including but not limited toinformation about the existence of this NDA,and other agreements entered into by the latter with the Company or the details of the Company, without obtaining the prior written consent of the Company.
2.7. Notwithstanding the restrictions set forth above, the User may disclose the Confidential Information pursuant to law or any governmental or court order, provided that the User promptly notifies the Company, to the extent possible, in writing of such requirement to enable the Company to seek a protective order to protect the confidentiality of such information.
2.8. Confidential Information, including the tangible medium on which it is conveyed, shall remain the sole and exclusive property of the Company. Nothing in this NDA shall be construed as granting to the User any right, title or interest in or to any patent, trademark, license, copyright or other right of the Company except limited right and license to use Confidential Information as set forth herein. At any time upon written request of the Disclosing Party, the Receiving Party shall return all Confidential Information and copies thereof received from the Disclosing Party under this NDA and destroy all other Confidential Information based thereon.
2.9. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” BASIS. THE COMPANY AND/OR ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE GAME AND/OR THE CONFIDENTIAL INFORMATION. USER ACKNOWLEDGES AND AGREES WITH THIS BY PARTICIPATING IN THE PLAYTEST OF THE GAME.
2.10. SHARING, STREAMING, RECORDING, OR SHOWING THE FOOTAGE OF THE GAME AND/OR THE GAME TO ANY THIRD-PARTY IS STRICTLY PROHIBITED. BY VIOLATING THIS CLAUSE, THE USER MAY BE SUBJECT TO LEGAL ACTION.
3. REMEDIES AND LIABILITY
3.1. In the event of unauthorized disclosure of the Company’s Confidential information by the User(“Unauthorized Disclosure”), the User shall immediately, in 1 hour following the unauthorized disclosurenotify the Company by emailabout the disclosure of Confidential Information and violation of its rights.
3.2. The User shall cooperate with the Company in case of any lawsuits against Third-Parties for the misuse of the Confidential Information if the Unauthorized Disclosure occurred.
3.3. The Parties specifically acknowledge and agree that obligations of confidentiality contained in this NDA are reasonable and necessary for the protection of the Confidential Information and to prevent damage or loss to the Company and/or its Affiliates. The User hereby acknowledges and agrees that any breach or threatened breach by it or any of its authorized representatives of the foregoing provisions will cause the Company and/or its Affiliates irreparable injury for which there is no adequate remedy at law. Therefore, the Parties expressly agree that the Company shall be entitled, in addition to any other remedies available, to seek injunctive or other equitable relief to require specific performance or prevent a breach of this NDA without the necessity of posting a bond or undertaking.
3.4. WITHOUT PREJUDICE TO THE COMPANY’S RIGHT TO PURSUE ANY OTHER REMEDIES AVAILABLE TO IT AND CLAUSE 3.3. OF THIS NDA, INCLUDING AN INJUNCTION, IF THE USER BREACHES THE CONFIDENTIALITY OBLIGATIONS UNDER THIS NDA, THE USER SHALL PAY TO THE COMPANY AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, THE SUM OF 50,000.00 UNITED STATES DOLLARS PER EACH EVENT OF BREACH, WHICH REPRESENTS A REASONABLE ESTIMATE OF THE COMPANY’S DAMAGES. PARTIES ACKNOWLEDGE AND AGREE THAT THE HARM CAUSED TO THE COMPANY BY THE UNAUTHORIZED DISCLOSURE WOULD BE IMPOSSIBLE OR VERY DIFFICULT TO ACCURATELY ESTIMATE AND THAT THE AGREED-UPON SUM IS A REASONABLE ESTIMATE OF THE ANTICIPATED OR ACTUAL HARM THAT MIGHT ARISE FROM A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS NDA. IN ADDITION TO THE LIQUIDATED DAMAGES, THE COMPANY RETAINS THE RIGHT TO SEEK COMPENSATION FOR ANY DAMAGES NOT COVERED THEREWITH.
3.5. The User agrees that the Company has the right to go to court to obtain a decision or determination on termination of violations, threats or attempted violation of this NDA, in addition to other legal remedies provided by law, including, but not limited to, costs, expenses and attorney’s fees, that arise from such breach, threatened or attempted violation.
4. DURATION
4.1. This NDA shall remain in force until the full game official release date (the “Expiration Date”) and this NDA cannot be terminated by the User before the Expiration Date.
4.2. Notwithstanding the foregoing, confidentiality obligations under this NDA shall remain in force for the period of three (3) years after the Expiration Date.
5. GENERAL PROVISIONS
5.1. Complete Agreement.No amendment or modification of this NDA shall be valid or binding unless it is made in writing by the Company with prior notice to the email address of the User used to access the playtest of the “Pioneers Program” version of the Game.
5.2. Waiver. A waiver of any breach or provision of this NDA shall only be effective if it is made in writing and signed by an authorized representative of the Party who is waiving the breach or provision. Any waiver so given will not be deemed a waiver of that provision or any subsequent breach and shall not affect the enforceability of any other term of this NDA.
5.3. Severability. To the fullest extent possible, each provision of this NDA shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this NDA is finally determined to be invalid or unenforceable such provision shall be deemed to be severed from this NDA and every other provision of this NDA shall remain in full force and effect.
5.4. Relationship of the Parties. The Parties are not employees, agents, partners, joint ventures, or legal representatives of the other Party. Nothing in this NDA is intended to, or shall, operate to create a partnership or joint venture of any kind between the Parties, nor authorize either Party to act as agent for the other. Neither Party has the authority to act in the name or on behalf of, or otherwise bind, the other Party in any way.
5.5. Assignment. This NDA may not be assigned in whole or in part by the User without the prior written consent of the Company. Any attempted assignment without such prior written consent shall be void and unenforceable.
5.6. Governing Law. THIS NDA SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SINGAPORE. The Parties shall attempt to resolve any dispute arising out of or relating to this NDA through negotiations between the Parties. If the matter is not resolved by negotiation within 30 calendar days after the dispute occurred, the Parties will attempt to resolve the dispute in good faith through arbitration under the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules"), which are hereby incorporated by reference. The arbitration will be conducted confidentially by a single arbitrator in accordance with the SIAC Rules, the seat of the arbitration shall be Singapore, the language of the arbitration shall be English.
6. CONTACT INFORMATION
If you have any questions or would like to obtain more information about the Products, please contact the Company at [email protected].