Non-Disclosure Agreement

Last update: 25 January 2021

PLEASE, CAREFULLY READ THE TERMS OF THE FOLLOWING NON-DISCLOSURE AGREEMENT BEFORE COMMENCING YOUR PARTICIPATION IN THE CLOSED TESTING.

BY ACCEPTING THE TERMS OF THE PRESENT AGREEMENT, YOU HEREBY CONFIRM THAT YOU ARE AWARE AND AGREE WITH THEM. A REFUSAL TO ACCEPT THE TERMS OF THE AGREEMENT MEANS YOUR REFUSAL TO PARTICIPATE IN THE TESTING AND/OR REALIZATION OF THE PROJECT.

GENERAL TERMS

  1. "Project" means a RPG computer game under the title "Blood of Heroes", being developed by the Limited Liability Company "Vizor Games" (the Project developer).
  2. "Closed platform" means closed chats in the messaging service for computer games users (Discord) and other messaging services specified by the Disclosing party.
  3. "Testing", "Closed testing" is a closed Project testing, performed by the Users. LLC "Vizor Games" hereinafter referred to as "the Disclosing Party" and a User admitted to participation in realization and testing of the Project, hereinafter referred to as "the Receiving party" and collectively referred to as "Parties", agree as follows:

SUBJECT OF THE AGREEMENT

4. According to the present Agreement the Disclosing party discloses on the terms described herein to the Receiving party information and data composing Confidential information. The subject of the present Agreement is obligations of the Receiving party for ensuring confidentiality of information and data composing Confidential information which became known in the course of mutual cooperation of the Parties, including the data collected throughout cooperation of the Receiving and Disclosing parties within the frameworks of the closed testing of the Project and at the Forum.

CONFIDENTIAL INFORMATION

5. Confidential information as used in this Agreement shall mean any and all information which has a real or potential commercial value by virtue of its being unknown to third parties, access to which is legitimately limited. Particularly, the Confidential information includes:

  • Project title (including working and final);
  • Project developer;
  • data on other participants (users) of the Project (including the information about such person's functions throughout realization and testing of the Project);
  • Project access information (including access links, a login and a password of a user);
  • all data and information received from the Disclosing party throughout the closed testing of the Project;
  • graphic, sound, design, technological, technical solutions of the Project and information about their features and specifics of application on the Project as well as other information about the Project, both technical and non-technical;
  • images and video of the Project gameplay and any and all information about the Project, concerning the storyline, characters;
  • information about the Project's bugs and deficiencies and any other information about the Project, which became known to the Receiving party within the frameworks of participation in the closed testing and/or realization of the Project, including wishes and recommendations of the Receiving party;
  • information about the condition of the software, access to which is granted to the Receiving party, including the object and source codes;
  • information about the participation, making and execution of certain decisions of the Disclosing party's management regarding industrial, commercial, organizational and other issues with respect to the Project;
  • trade secret information and methods of ensuring confidentiality of the Confidential information;
  • information about the organization and status of work to ensure information security of the Project;
  • plans of improvement and further development of the Project;
  • plans of improvement and further development of separate directions, branches, divisions and parts of the Project as well as the Project in general;
  • information about the business plans of the Disclosing party regarding the Project in particular as well as any business information of the Receiving party which became known to the Receiving party.

Any other information and data not listed in the present clause but fitting the definition of the Confidential information in its nature or which is marked by the Disclosing party as such shall be treated as confidential.

6. The Disclosing party may relate other data to the Confidential information without prior notification of the Receiving party.

RULES OF INFORMATION DISCLOSURE

7. The Confidential information may be provided by the Disclosing party to the Receiving party in either oral or written form, as photos, in electronic, graphic and other forms.

8. Information shall not be treated as confidential if it meets one of the following criteria:

  • it was already known to the Receiving party at the moment of disclosure by the Disclosing party;
  • it was legally received from the third party without limitation and violation of the present Agreement or any other existing confidentiality agreement;
  • it was independently developed by the Receiving party under the condition that neither Receiving party personally nor persons under the participation of which it has been developed did not have access to the confidential information of the Receiving party;
  • permitted for disclosure under the written consent of the Disclosing party.

RIGHTS AND OBLIGATIONS OF THE PARTIES

9. The Receiving party shall not disclose the Confidential information except under the written consent of the Disclosing party. Meanwhile under the disclosure of the Confidential information the Parties understand an action or inaction as a result of which the Confidential information in any possible form is made known to the third parties without a prior written consent of the Disclosing party or usage of the Confidential information in other purposes except specified in the present Agreement.

10. The Receiving party may use the Confidential information exclusively with the aim to take part in the closed testing and/or realization of the Project and discussion of the Project at the Closed platform for communication. The usage of the Confidential information for other purposes and at other platforms is prohibited.

11. The Receiving party is not allowed to share Closed platform access information and/or invite any third parties to the Closed platform.

12. The Receiving party may set additional rules for ensuring confidentiality of the Confidential information, provided compliance with the rules under the Agreement.

13. The Receiving party shall not publish or in other way make the Confidential information available on any Internet-resources, including social networks or/and other media platforms.

14. The Receiving party shall not discuss the Project at other platforms except the Closed platform.

15. The Receiving party shall regularly monitor the recent amendments to the Agreement. An actual text of the Agreement is available at the following link: https://bloodofheroes.online/en/nda

16. The Receiving party shall notify the Disclosing party on the following:

  • facts of unlawful familiarization with the Confidential information made by them or made known to them;
  • facts of unlawful usage, disclosure or threat of disclosure of the Confidential information;
  • requirements for access to the Confidential information by governmental authorities and other persons;
  • disclosure of the Confidential information based on legitimate request of the governmental authorities.

17. The Receiving party shall ensure the confidentiality regime regarding the transferred Confidential information of the Disclosing party.

18. The Receiving party shall comply with the following rules regarding ensuring confidentiality of transferred information and data:

  • to make reasonable arrangements on prevention of access to the Project and/or to the Closed platform of the third parties (including the prohibition of transfer of the login and password of a participant and electronic address of the Closed platform and/or the Project);
  • to clear browser history after each login to the Project and/or at the Closed platform;
  • do not store on electronic or other media materials containing the Confidential information.

THE TERM OF THE AGREEMENT

19. The Agreement enters into force from the moment of consent of the Receiving party by putting a mark in electronic form in the appropriate check-box "I've read and accept the Non-Disclosure Agreement".

20. The agreement is valid within 5 (five) years after its conclusion or before the moment of annulment of the trade secret regime regarding the data, composing the Confidential information to which the Receiving party had access, if this moment occurs before the expiry of the term of the Agreement.

21. In case of annulment of the trade secret regime regarding the data, composing the Confidential information before the expiry of this section the Disclosing party shall not notify the Receiving party.

LIABILITY. GOVERNING LAW

22. In a case of disclosure of the Confidential information by the Receiving party, all losses incurred by the Disclosing Party shall be recovered in full by the Receiving party..

23. The Agreement is governed by the laws of the Republic of Belarus.

Limited liability company "Vizor Games"

Address: 220114, the Republic of Belarus, Minsk city, Nezavisimosti avenue, 117A, 18th floor, room 18.

Phone: +375 17 2666699; +375 29 6266699

TIN 192009170

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