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Mutual-Use Non-Disclosure Agreement

Scryer VTT Beta Testing Program

This Non-Disclosure Agreement (the “Agreement”) is entered into on the date you accept it below (the “Effective Date”) between Duck and Rabbit Co. LLC, an Illinois limited liability company (“Company”), and the person named in this form (“Tester”), identified by the name and email address given above.

Company is developing Scryer VTT, a virtual tabletop application (the “Software”), and wishes to give Tester pre-release access for testing purposes. Tester wishes to receive that access. In exchange for it, the parties agree as follows.

1. Confidential Information

“Confidential Information” means any non-public information Tester learns or receives in connection with the Software or the beta program, including:

• the Software itself, in any pre-release form, and any access credentials issued to Tester;
• unreleased features, designs, user interfaces, artwork, and screenshots;
• source code, database structure, APIs, and technical architecture;
• bugs, defects, crashes, performance characteristics, and security weaknesses;
• product plans, roadmaps, release timing, pricing, and business plans;
• the identity of other beta testers; and
• the existence and terms of this Agreement.

Information does not need to be marked “confidential” to be covered.

2. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of Tester; (b) Tester lawfully knew before receiving it from Company; (c) Tester lawfully receives from a third party with no duty of confidentiality; or (d) Tester independently develops without using Confidential Information.

3. Tester’s Obligations

Tester agrees to:

1. Keep it confidential. Not disclose Confidential Information to anyone without Company’s prior written permission.
2. Use it only for testing. Use the Software and Confidential Information solely to test it and give Company feedback, and for no other purpose.
3. Not publish. Not post, stream, record, screenshot, blog, or otherwise publicly share the Software or any part of it, including on social media, video platforms, forums, or Discord servers outside any Company-designated tester channel.
4. Not share access. Not share, transfer, or resell login credentials, invite links, or access of any kind, and to keep credentials reasonably secure.
5. Not reverse engineer. Not decompile, disassemble, reverse engineer, scrape, or attempt to derive the source code, other than as expressly permitted by Company in writing.
6. Not build a competing product using Confidential Information.
7. Report, don’t exploit. Report any security vulnerability discovered to Company promptly and privately, and not exploit it or disclose it to others.

Tester may disclose Confidential Information if legally compelled to do so, provided Tester gives Company prompt written notice beforehand where legally permitted.

4. Feedback

Tester may submit bug reports, suggestions, ideas, and other feedback (“Feedback”). Tester grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and commercialize Feedback for any purpose, without compensation, credit, or any obligation to Tester. Tester waives any claim of ownership in features Company develops that resemble Feedback.

5. Ownership; No License

The Software and all intellectual property in it remain the exclusive property of Company. This Agreement grants Tester a limited, revocable, non-transferable permission to access the Software for testing during the beta program, and grants no other license or right of any kind.

6. No Warranty

The Software is pre-release and is provided “AS IS,” with all faults and without warranty of any kind, express or implied. It may contain bugs, lose data, or become unavailable without notice. Tester should not rely on it for anything important and should keep independent copies of any content Tester creates in it. Company is not liable for any loss of data, loss of use, or other damages arising from Tester’s participation.

7. No Obligation

Nothing in this Agreement obligates Company to release the Software, to implement any Feedback, to continue the beta program, or to enter into any further agreement with Tester. Tester is a volunteer and is not an employee, contractor, partner, or agent of Company, and is not entitled to compensation.

8. Term

This Agreement begins on the Effective Date. Tester’s confidentiality obligations continue for two (2) years after the Effective Date, or until the specific Confidential Information at issue is publicly released by Company, whichever comes first. Sections 4, 5, 6, and 9 survive termination.

9. Return or Destruction

Company may end Tester’s access at any time, for any reason, with or without notice. On request from Company, or when Tester leaves the beta program, Tester will stop using the Software, delete any downloaded builds, files, screenshots, and notes containing Confidential Information, and confirm to Company that Tester has done so.

10. Remedies

Tester agrees that a breach of this Agreement could cause Company harm that money alone cannot fix, and that Company may seek injunctive relief in addition to any other remedy available, without needing to post a bond.

11. General

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts serving Kendall County, Illinois. This Agreement is the entire agreement between the parties on this subject and replaces any prior understanding. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Tester may not assign this Agreement. Company may assign it in connection with a sale or transfer of the Software. An electronic signature counts as an original.

12. How this is signed

Typing your name below and accepting is your electronic signature. Company records the version of this Agreement shown to you, the name you type, your email address, the date and time, and the network address the acceptance came from. Company signs by issuing your tester invitation.

You must be 18 or older to take part. The beta is not open to minors, because a minor cannot be bound by this Agreement without a parent or guardian also signing it, and this form cannot collect that.