Sygnyl, Inc. Nondisclosure Agreement
Last updated February 28, 2019.
We (the folks at Sygnyl, Inc.) are building an immersive platform for play called SYGNYL and website called Sygnyl.com and would love for you to use them. As SYGNYL is quite early in development the content, materials, and gameplay experiences you will receive, play, and interact with as a Beta Tester will not otherwise be publicly available outside of this limited SYGNYL Beta.
As a Beta Tester, we will remind you that the content, materials, and all information received during the SYGNYL Beta are intended solely for you and not to be otherwise shared.
If you wish to invite others into the SYGNYL Beta, we would greatly appreciate your referrals. You may send interested parties to Sygnyl.com to sign up for the Beta Program. Please use discretion in your introductions of SYGNYL to both maintain confidentiality, but also so as to not damage or spoil the carefully crafted and delicate play experience.
We are deeply grateful for your participation, support and feedback during the SYGNYL Beta. We could not do it without you.
Sygnyl, Inc. may offer you early access to certain pre-release web and mobile application software ("Beta Software") in order to allow you to test and provide feedback on Beta Software as part of Sygnyl, Inc.’s beta testing program (“Beta Program”).
This Agreement is a "Beta Agreement" as referenced in the Terms of Service and this Agreement is incorporated into, and this Agreement forms a part of, the Terms of Service as if the terms and conditions in this Agreement were included in the Terms of Service on the date you agreed to the Terms of Service. This Agreement is not a separate, independent agreement between you and Sygnyl, Inc.
You acknowledge that Sygnyl, Inc., through the investment of significant time, effort, and expense has created the Beta Software and the related confidential information and that Sygnyl, Inc. is providing you confidential and/or proprietary trade information, intellectual property, business information or materials as part of the Beta Program and that Sygnyl, Inc. wishes to maintain the confidentiality of its Confidential Information. As a material inducement to Sygnyl, Inc. to enter into this Agreement and to permit you access to participate in the Beta Program, you hereby expressly represent and agree that you will not disclose, nor make any use of, or benefit from, directly or indirectly, the Confidential Information of Sygnyl, Inc.
"Confidential Information" as used in this Agreement shall mean any and all information or material, of every kind and form, in electronic or tangible form, relating to the Beta Program (“Beta Materials”), the Beta Software or any other Sygnyl, Inc. products and Services which are made available to you by Sygnyl, Inc. under this Agreement, whether or not designated as Confidential Information by Sygnyl, Inc.
“Confidential Information” includes, but is not limited to, all Feedback and all other information relating to the Beta Program, your selection as a Beta Tester, the Beta Software (including but not limited to information and ideas relating to the user experience, software, software code, designs, graphics, rules, playing mechanics, artwork, visual depictions, plot, theme, settings, characters, characterizations, skills, emails, screenshots, marketing emails, marketing and promotional plans, written or printed documents, announcements or prereleases, product samples, promotional and/or marketing items), business and/or trade secrets, processes, and standards relating to the Beta Software and/or associated products or services of Sygnyl, Inc.
If Sygnyl, Inc. offers you access to the Beta Software, then, subject to your compliance with this Agreement, Sygnyl, Inc. grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Beta Software solely for the purposes of testing and providing feedback on the Beta Software as part of the Beta Program.
Without limiting the foregoing and except as prohibited under applicable law, the following are prohibited and you may not:
- copy, alter, modify, or create derivative works based on the Beta Software or any materials received during the Beta Program;
- give or sell the Beta Software to anyone;
- reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code of the Beta Software;
- install the Beta Software on systems you don’t directly control or that you share with others;
- discuss the Beta Software with or demonstrate it to anyone outside of Sygnyl, Inc.;
- blog, tweet, or otherwise publicly post information about the Beta Software unless Sygnyl, Inc. has allowed you to do so in writing;
- take screenshots, photos, videos, or audio recordings of the Beta Software unless Sygnyl, Inc. has allowed you to do so in writing; or
- make Beta Feedback (as defined below) available to any third party, unless approved by Sygnyl, Inc. in writing and in advance.
Be careful when using the Beta Software in public. Do not allow anyone to see, hear, film, or photograph the Beta Software. Please notify Sygnyl, Inc. promptly of any unauthorized access or of any suspected breach of your account’s security.
You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Sygnyl, Inc., and you will not be compensated for your participation or any Beta Feedback.
Unless prohibited by applicable law, all Beta Materials are provided to you "as is" without any explicit or implicit warranty of any kind. You understand that the Beta Software is in development and may contain errors, bugs, and other problems that could cause loss of data and/or system failure. You should install the Beta Software on non-production devices that are not business critical and have been backed up. To the extent permitted under applicable law, Sygnyl, Inc. is not liable in any way for any damages you might incur as a result of your participation in the Beta Program.
You agree that any breach of your confidentiality obligation will result in irreparable harm to Sygnyl, Inc., the extent of which would be difficult to ascertain, and that monetary damages will not be an adequate remedy. Accordingly, you agree that in the event you breach your confidentiality obligation, Sygnyl, Inc. will be entitled to injunctive or other equitable relief as the court deems appropriate, in addition to any other remedies which it may have available.