Beta Test Panel Terms & Conditions

*Thank you for agreeing to be a Beta User and to provide feedback on Merscom products! *

NOTE: By clicking the “I Accept” Button below, or by downloading, installing, copying or using the Product (as defined below), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, Merscom does not grant you permission to download, install, copy or use the Product.

By accepting this Agreement, you certify that you are at least eighteen (18) years old, are not employed or affiliated with any company that develops, markets, or licenses games, or that publishes information related thereto. Any license to use the Product is void if these conditions are not met.

This is a binding, legal agreement (”Agreement“) between you, the end user (”You“ or, in the possessive form, “Your“), and Merscom, LLC (”Merscom“).

This Agreement governs Your use of a pre-release, beta version of the Merscom game you are downloading, including all associated computer software (the “Software”), content, graphics, and documentation (collectively, the “Product”). The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.

1. Grant of License. This Agreement grants You the following rights provided that You comply with all terms and conditions of this Agreement:

a) During the term of this Agreement, Merscom grants You a limited, non-exclusive, non-transferable license to use one copy of the Product, solely for your personal use and enjoyment and to evaluate the Product for the purpose of providing feedback to Merscom. You may not modify, rent, lease, sell, sublicense, assign, or otherwise transfer or provide to a third party, or allow a third party access to, any portion of the Product, and shall not use or copy the Product except as provided in this Agreement. You also may not reverse engineer, decompile or disassemble any portion of the Product.

b) You agree to provide feedback regarding the Product to Merscom in the form reasonably requested by Merscom, including but not limited to suggested enhancements, usability, bug reports, test results, and overall impressions and experience (collectively “Feedback”). You acknowledge and agree that Merscom may monitor Your use of the Product, such as Your type, frequency and degree of use, and the performance of the Program, and all information gathered from such monitoring shall be considered part of the Feedback. You also agree that Merscom shall own all rights in, and may freely use, disclose, reproduce, license, distribute, sublicense and otherwise commercialize in any Merscom product, technology, service, specification or other documentation, the Feedback. Due to the nature of the beta Product, Merscom provides no assurance that any specific errors or discrepancies in the Product will be corrected. You acknowledge and agree that You will receive no compensation for your providing Feedback under this Agreement.

c) Without limiting the foregoing, You agree that Merscom may use individual quotes made by You as part of your Feedback in its product packaging and marketing materials, including its web site, so long as You are not personally identified.

d) You acknowledge and agree that the Product is not fully completed and that You may receive access to only portions of the Product, in Merscom’s discretion. The Product may contain errors that cause loss of data or computer system functionality.

2. Term. The term of this Agreement shall continue for [three (3) months after you receive the Product, or until You have used the Product for XX hours, whichever comes first], unless earlier terminated by either party with notice at any time, with or without cause. This Agreement will also automatically terminate without notice upon commercial release of the Product, unless terminated earlier. You agree to promptly uninstall the Software from any computers under your control and return to Merscom, or destroy all full or partial copies of the Product and all other Confidential Information upon the termination of this Agreement (or upon Merscom’s request). Sections 1(b), 1©, 4, 5, 6, 7, 8 and 9 of this Agreement shall survive the termination or expiration of this Agreement.

3. Product Maintenance and Updates. Merscom may, but is not obligated to, provide You with maintenance, technical support, updates and/or additional pre-release versions of the Product. If Merscom does provide any updates to or modifications of the Product and/or related information (collectively, “Updates”), such Updates will also be deemed “Product” under this Agreement and shall be governed by this Agreement. Merscom is not obligated to make the Product commercially available and, if it does, is not obligated to provide You a copy of the commercially released version.

4.Confidentiality.

a) The Product, including its design, storylines, features, characters, graphics, content, business model, performance, and related information (including but not limited to your Feedback; collectively the “Confidential Information”) are proprietary and confidential information to Merscom and its suppliers. You agree not to disclose or provide the Confidential Information to any third party, including but not limited to any web site or electronic or hardcopy publication that disseminates information regarding games. However, You may disclose Confidential Information in accordance with a judicial or other governmental order, provided that You give Merscom reasonable written notice prior to such disclosure and that You comply with any applicable protective order or equivalent. You may use the Confidential Information only in conjunction with Your personal license grant set forth in Section 1(a) above.

b) You shall not be liable to Merscom for disclosure of information which You can prove (i) is already known to You without an obligation to maintain the same as confidential; (ii) becomes publicly known through no wrongful act of Yours; (iii) is rightfully received from a third party without breach of an obligation of confidentiality owed directly or indirectly to Merscom; or (iv) is independently developed by You.

c) You agree that money damages will not be an adequate remedy for any breach of this Agreement and that Merscom shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available to Merscom at law or in equity. You waive the defense that an adequate remedy at law exists for any breach or threatened breach of this Agreement.

5. Intellectual Property Rights. All title and intellectual property rights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text and software incorporated into the Product), and any copies of the Product that You are permitted to make under this Agreement, are owned by Merscom or its suppliers. You may not use any content incorporated into the Product outside of or independently of the Product. If the Product contains documentation which is provided only in electronic form, You may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Product. All rights not expressly granted to You are reserved by Merscom and its suppliers.

6. Disclaimer of Warranties. THERE ARE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE PRODUCT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. THE PRODUCT IS LICENSED “AS-IS” AND MERSCOM DOES NOT WARRANT TO YOU THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY YOU. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT, YOUR SOLE REMEDY IS TO DISCONTINUE USE AND TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 2. UNDER NO CIRCUMSTANCES SHALL MERSCOM BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO YOU, WHETHER DIRECT OR INDIRECT, RESULTING FROM THE USE OF THE PRODUCT, EVEN IF YOU INFORM MERSCOM ABOUT SUCH LOSS, COST, EXPENSE OR DAMAGE. THE PRODUCT IS IN PRE-RELEASE FORM AND MAY NEVER BE RELEASED OR MAY CHANGE SUBSTANTIALLY BEFORE ITS COMMERCIAL RELEASE.

7. Governing Law/Jurisdiction/Attorneys Fees. This Agreement shall be construed and controlled by the laws of the State of North Carolina without regard to any choice-of-law provisions. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. You consent to exclusive jurisdiction and venue in the federal courts sitting in the Eastern District of North Carolina, unless no federal jurisdiction exists, in which case You consent to exclusive jurisdiction and venue in the state courts of Wake County, North Carolina. You waive all defenses of lack of personal jurisdiction and forum non conveniens. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and other expenses.

8. Export Restrictions. You acknowledge that Product may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

9. General. This Agreement constitutes the complete and exclusive agreement between You and Merscom with respect to its subject matter, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may be amended only in a written amendment signed by both parties. You may not assign this Agreement or any rights hereunder without the prior written consent of Merscom, and any attempted assignment is null and void. The parties are and intend to be independent contractors. Failure to insist upon strict compliance with this Agreement shall not be deemed a waiver of any future right arising out of this Agreement. Captions are intended solely for the convenience of the reader and form no part of this Agreement.

If you have any questions concerning this Agreement, please contact Merscom at support@merscom.com.