Non disclosure agreement
Please carefully read this non disclosure agreement (hereinafter – the Agreement) before downloading, installing and using the game “Population Zero” (hereinafter – the Game).
By downloading, installing and / or using the Game, you unconditionally agree to the terms of the Agreement (accept the offer). If you do not agree with all the terms of the Agreement, you don’t have the right to download, install and / or use the Game.
MUTUAL NON DISCLOSURE AGREEMENT
Revision of an Agreement: Version No. 1 dated the 1st of November 2018
BETWEEN: «Enplex» LLC
Taxpayer identification number (TIN) 7719457568
Code of reason for tax registration (CRR) 771901001
Primary state registration number (PSRN) 1167746892169
107023, Moscow, 14 Mazhorov lane, Building 8, floor 3; suite 8301
mentioned below as “Enplex ”
AND: You, the Licensee- The final Game user (hereinafter the Licensee) in respect to a Game.
PURPOSE: Participation of the Licensee in alpha testing of the Game, as well as interaction on other matters agreed by the Parties.
TERMS & CONDITIONS:
- Background. This Agreement regulates the exchange of the Confidential Information (defined below) between Enplex and Licensee in respect to the above mentioned Purpose. Enplex and Licensee are hereinafter separately referred to as the “Party” and jointly, as the “Parties”.
A The Party disclosing the Confidential Information is hereinafter referred to as the “Discloser” and the Party receiving the Confidential Information is referred to as the “Recipient”.
The “Game” is an interactive computer online game “Population Zero”, that is a computer program and a collection of data, commands and the audiovisual mappings generated by it (hereinafter referred to as data and commands) activated sequentially to provide certain result stipulated in the Game script to the Licensee, without payment (activated data and commands) or after payment (non-activated data and commands). The rights to use data and commands (activated and non-activated) are delegated by the Licensor to the Licensee under the conditions specified in the Game License Agreement.
- The Confidential Information. The term “Confidential Information” means any information which relates to the Game and to the economic activities of the Discloser and (or) its group of companies, which the Discloser (directly or indirectly) discloses to the Recipient or to which the Discloser provides access to the Recipient in oral, visual or written form (including graphical materials) before, after or on the Effective Date. The Confidential Information includes but is not limited to:
- to the extent applicable to the relations between the Parties: proprietary information, technical data, know-how, formulae, engineering processes, strategies, photographs, technology, technical literature, research, product plans and product sales, products themselves, services, equipment, customers, markets, source and/or object code, software, inventions, discoveries and ideas, processes, designs, drawings, specifications, product configuration information, pricing, marketing and finance documents, prototypes, samples, data sets, audio, audiovisual, graphics, texts, manuals and other written materials, gameplay, mechanics of the Game, look and feel of the Game interfaces, user interface of the Game, logos, names, plots of the Game, settings of the Game, characters and equipment in the Game, mistakes and errors found by the Licensee in the Game, other materials including information which is attributable to, or the existence of which is derived from, the Purpose;
- the fact of the Game production, alpha test phase of the Game, the Licensee participation in testing, the fact of signing and terms of the present Agreement;
- other information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement.
- Disclosure Restrictions. When the Discloser discloses the Confidential Information to the Recipient, the Recipient will:
- only use it for the agreed Purpose and not any other purpose;
- hold it in strict confidence and not disclose it, or anything contained in it or learned from it, to anyone else without the Discloser’s prior written permission ;
- restrict download, installation, and/or use of the Game by the third parties;
- not copy (including not print screen, record the gaming process) and reduce into writing any Confidential Information (unless required for the Purpose) and keep all reasonable controls over any copies;
- not modify, reproduce, create derivative works from, decompile, reverse engineer, disassemble, hack or otherwise interfere with, any Confidential Information or any part of it except as expressly permitted by the Discloser for the Purpose.
- Exceptions. Section 3 (Disclosure Restrictions) will not apply to the Confidential Information where the Recipient can prove to the Discloser’s reasonable satisfaction that any of the following apply:
- disclosure of the Confidential Information was authorised by the Discloser;
- the Confidential Information was or becomes available to the public generally through no wrongful action or inaction of the Recipient or anyone to whom the Recipient disclosed the Confidential Information;
- the Confidential Information was in the rightful and lawful possession of Recipient without confidentiality obligations at the time of the disclosure by the Discloser to the Recipient as shown by the Recipient’s then-contemporaneous written files and records kept in the ordinary course of business;
- the Confidential Information was obtained by the Recipient from the third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality;
- the Confidential Information was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or
- the Recipient is required to disclose any Confidential Information by law or by any court, regulator or administrative body of competent jurisdiction and power (but only to the minimum extent required to fulfill such requirement and the Recipient should first give the Discloser the opportunity to challenge the disclosure or obtain a protective order).
- The Confidential Information protection. The Recipient will ensure the following, subject to any obligations under Section 4 (Exceptions):
- it takes all reasonable steps and security measures necessary to protect the Confidential Information from being disclosed to any third party (unless expressly permitted by this Agreement);
- The Recipient shall promptly notify the Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Discloser’s Confidential Information of which the Recipient becomes aware.
- Return of the Confidential Information. When requested in writing by the Discloser, the Recipient shall promptly:
- deliver all documents, materials and other tangible objects containing the Confidential Information or part thereof that has been disclosed by the Discloser to the Recipient, which includes all copies or extracts thereof or notes derived therefrom that are in the possession of the Recipient;
- permanently delete, destroy, and erase all electronic copies of the Confidential Information from any computer or data storage system into which the Confidential Information was entered;
- make no further use of the Confidential Information.
- The Recipient shall, if required in writing by the Discloser, provide a certificate signed by an officer of the Recipient certifying compliance with the above provisions.
- Intellectual Property Rights and ownership. As between the Parties, each Party owns or licenses its Confidential Information, any Intellectual Property Rights (defined below) in it as well as any ancillary disclosed material, assets or information. The Discloser grants no license or any other type of right, title or interest whatsoever in or to them except as expressly provided for in this Agreement or a separate license agreement solely for the Purpose (in which case such license or right shall terminate automatically on any termination or expiry of this Agreement).
“Intellectual Property Rights” means: any and all patents, trade marks, service marks, brand names, logos, design rights, database rights, copyright (including rights in computer software and databases), goodwill, get up, trade dress, trade, business names, domain names, rights in inventions, know-how, trade secrets and confidential information, moral rights, publicity rights, performance rights, synchronization rights, mechanical rights and other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registerable including all granted applications and all applications for registration in respect of any of the same.
- the Parties confirm that they have requisite power to enter into this Agreement and that they are not a party to any arrangements which could reasonably be expected to hinder or prevent the performance of their obligations under this Agreement.
- all Confidential Information is provided “as is”. Neither Party makes any warranties, express, implied or otherwise, regarding: (i) the accuracy, completeness or performance of any Confidential Information; or (ii) the non-infringement or other violation or breach of any Intellectual Property Rights or other rights of the third party or of the Recipient.
- Indemnity. Each breaching Party will indemnify each other on demand any losses (including indirect ones (expectation damages), as well as reasonable legal fees) incurred due to any breach of this Agreement.
- Remedies. The Parties acknowledge that if there is an unauthorised disclosure of the Confidential Information, monetary damages may not be adequate to remedy the harm suffered by the Party who owns that Confidential Information and therefore that Party may seek equitable relief (including injunctive relief or specific performance) as well as monetary damages against the unauthorised discloser.
- Data Protection/Privacy. If any Confidential Information includes personal information, the Recipient must ensure that it protects the relevant Confidential Information under applicable data protection/privacy law.
- Duration. This Agreement shall remain in full force and effect for a period of three (3) years from the Start Date. Besides, the Parties shall follow the liabilities herein with respect to all Confidential Information disclosed under this Agreement during the term hereof, as well as the restrictions in its use set forth herein for two (2) years from any termination or expiration of this Agreement.
- Other agreements. Any and all other agreements between the Parties regarding or arising out of the Purpose (“Other Agreements”) must contain confidentiality provisions of the same strength and standard as in this Agreement and, to the extent possible, replicating its wording. The Parties may incorporate this Agreement into Other Agreements by reference.
- General. Each Party will pay its own costs regarding this Agreement. This Agreement sets out the entire agreement and understanding between the Parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement. No failure to enforce this Agreement is a waiver of any part of it. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, the other provisions will remain in full force and effect. No assignment of this Agreement is possible without the other Party’s prior written approval. This Agreement is only enforceable by an express Party to it. No variation or modification of this Agreement will be effective unless it is in writing and signed on behalf of each of the Parties. If this Agreement is translated from Russian into any language, the Russian language version will be the legally binding version and will prevail over any translation. This Agreement can be executed in multiple counterparts.
- Governing law and dispute resolution.
This agreement is governed by the laws of the Russian Federation,
Any dispute, controversies, or claim arising out of or relating to this agreement, including but not limited to the formation, performance, breach, termination or invalidity thereof, as well as matters concerning infringement of intellectual property rights, shall be settled in Zamoskvoretskii district court in Moscow.
- Signed and agreed:
Each individual signing this Agreement certifies that he or she is of legal age, has no limitations in legal status and capacity, is not under trusteeship and/or patronage, does not experience hardship which forces him or her enter into this Agreement, does not suffer from any health disorder preventing from understanding the terms of this Agreement and/or the usage of the Game, acts voluntarily and in their interests.