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The Reviewer shall not assign,
transfer or subcontract this Agreement or any of its
obligations thereunder without the Designer's express,
prior, written permission.
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The Reviewer will receive no
compensation for examination and comments made on Works
submitted to him by the Designer, with the exception of
complimentary copies of the release version of any
product tested by the Reviewer. Designer will receive no
compensation for submission of Works to the Reviewer,
other than the Reviewer's examination and comments on the
functionality, playability, and usefulness of the
products.
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All Works developed by the Designer or
any other information obtained by the Reviewer from the
designer during the examination of the Pacific Tide
design and its associated products are the exclusive
proprietary, confidential and trade secret information of
the Designer. The Reviewer will deliver to the Designer
all such materials and copies thereof including deleting
of all computer files from any storage device the
Reviewer has maintained them on, unless written
permission is given to retain these Works, upon
completion of the review. The Reviewer shall not use or
disclose to any person , firm, or entity any proprietary,
confidential, trade secret information of the Designer
without the Designer's express, prior, written
permission. The reviewer may not post comments about or
copies of any software being reviewed to commericial,
public, private or Internet computer services or bulletin
boards.
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During the term of this Agreement, the
Designer is free to engage the services of any
individual(s) or company(s) he desires for the purpose of
beta testing. The Reviewer is not free to engage in the
testing and review of other products by other company(s)
unless express written permission is given by the
Designer. While engaged in beta testing Pacific Tide or
other Star Games products, the Reviewer should not do so
for other companies.
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The Reviewer hereby agrees to uphold
all provisions of this agreement, and understands that if
the Reviewer violates this agreement, he or she is
responsible for all damages the Designer may incur
through any such violation of this Agreement.
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This Agreement constitutes the entire
agreement of the parties hereto. This Agreement may be
modified only in writing, and shall be enforceable in
accordance with its terms upon signing and/or the
recipient receiving any Works from the
Designer.
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Reviewer agrees to waive any legal
protections of international and national law, and agrees
that any legal action, if required, will take place in
the United States, and under United States
law.
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Reviewer agrees that all information,
documents, or computer files prepared, in whole or in
part by the Designer, including without limitation
Pacific Tide design and rules, historical research
performed by the Designer, computer programs,
documentation or other material whatsoever (hereafter
referred to as Works), are the sole and exclusive
property of the Designer.
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In the event that the Reviewer
violates any term or provision of this Agreement, the
remainder of this Agreement shall not be affected,
impaired or invalidated, and each such term or provision
of this Agreement shall be valid and enforceable to the
fullest extent permitted by law. This Agreement shall be
governed by and construed in accordance with all
applicable Federal and State laws.
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The Reviewer represents and warrants
that they are an independent Reviewer and that they are
not serving as an employee of Star Games Inc. under this
Agreement. Nothing in this Agreement shall be deemed to
constitute a partnership or joint venture between
Designer and Reviewer, nor shall anything in this
Agreement be deemed to constitute the Designer or
Reviewer as agents of the other. Neither Designer or
Reviewer shall be or become liable or bound by any
representation, act or omission whatsoever of the other,
except those that violate the specific clauses of this
Agreement.
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This Agreement may only be terminated
through the release of all Pacific Tide products making
use of any Works reviewed by the Reviewer.
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The terms of this Agreement shall
begin as of the date and time submitted, and shall close
only on release of the completed products.
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The Reviewer warrants that they shall
not violate any applicable law, rule, regulation, or any
rights in patent, trademark, copyright, trade secret, or
any other proprietary right, or violate any provision of
this agreement.
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