Welcome

BETA TESTING MUTUAL NON-DISCLOSURE AND PARTICIPATION AGREEMENT

Congratulations on being selected to participate in the Beta Test of new social media platform currently in development, Showdown App. The attached Beta Test Mutual Non-Disclosure and Participation Agreement is a legal document executed between you and FEUD WITH FRIENDS LLC, a Texas limited liability company, (“FWF”) that outlines the obligations of both Parties and sets out the terms of your participation in the Beta Test. By agreeing to this document, you are agreeing to:

• Use the Beta Test materials only as directed and disclose that you are participating in this test or disclose any of FWF’s proprietary materials and processes and FWF’s Confidential Information, Beta Test Material or Supplemental Information.
• Not share copies, pictures, or videos of the test materials, website, or interface in any form.
• Not reverse engineer, duplicate, alter, modify, disassemble or decompile any of FWF’s Confidential Information, Beta Test Material or any aspect of FWF’s processes.
• Understand that by participating you gain no right to any business interest, proprietary information, or processes that are owned by FWF and/or that result from this Beta Test; you acknowledge that FWF’s technology and interface is novel, non-obvious and useful.
• Notify FWF of all functional flaws, errors, anomalies, and problems (“bugs”) and to provide FWF with reports via the methods designated by FWF.
• Respond to user surveys and questions provided by FWF, provide us with your complete (positive and negative) input about your use of our platform features.

The FWF team is excited to work with you in applying your comments, recommendations, feedback, and input to develop the most unique, interactive, and fun social media platform across the globe.

Sincerely,

Feud With Friends LLC 

BETA TESTING MUTUAL NON-DISCLOSURE AND PARTICIPATION AGREEMENT

This Beta Testing Mutual Non-Disclosure and Participation Agreement (“Agreement”) is made and entered into between the undersigned (“Participant”) and FEUD WITH FRIENDS LLC, a Texas limited liability company (“FWF”), collectively referred to as “the Parties” and is effective as of {enter date} or, if no date is supplied, as of the date of acceptance by the Participant.

Participant is an individual or entity that desires to participate in “beta testing”. Beta testing provides access to confidential materials or services currently in development by FWF. FWF wishes to obtain the benefit of Participant’s services and reports as a beta tester of FWF’s materials or services and the Parties understand that in doing so FWF may be provided with the Participant’s Confidential Information and the Participant may be provided access to FWF’s Confidential Information and Beta Testing Materials.

In consideration of the mutual covenants and conditions, the parties agree to the following terms and conditions as to these Confidential materials and Beta Testing Materials and as to participation in the Beta Test:

1. Confidential Information. "FWF’s Confidential Information" means, as it applies, all information, whether written or oral, and in any form (including, without limitation, the Beta Testing Materials described below, the Supportive Information described below, software (in source or object code), engineering documents, manuals, reports, designs, drawings, plans, flowcharts, program listings, data file printouts, printed circuit boards, processes, component part listings and prices, product information, new product plans, sales and marketing plans and/or programs, and pricing information) relating to FWF’s beta-tested products or services disclosed either directly or indirectly to Participant. “Participant’s Confidential Information” means, as it applies, all information provided by Participant at sign-up, including personal contact information and other requested information.
2. Confidentiality.
   1. Participant acknowledges that as a beta tester, Participant may have access to, and FWF may disclose to Participant, certain FWF Confidential Information as described in Section 1. FWF acknowledges that it may have access to and Participant may disclose certain Participant Confidential Information as described in Section 1. The Parties shall use each other’s Confidential Information solely for beta testing purposes and, for a period of three (3) years from FWF’s or Participant’s receipt of the Confidential Information, the parties shall not disclose, without the other’s written consent, such Confidential Information to third parties or use such Confidential Information for its own benefit or for the benefit of third parties.
   2. If Participant is a company or other entity, Participant shall disclose FWF’s Confidential Information only to those of its board of directors, its employees, agents or consultants (collectively referred to as “Beta Testers”) who need to know such information for the purpose of participating in the agreed-upon beta testing, and shall ensure that Beta Testers observe the confidentiality obligations in this Agreement. FWF agrees that it will provide Participant’s Confidential Information only to its employees, agents or consultants (collectively referred to as “FWF personnel”) who need to know such information for the purpose of the agreed-upon beta testing, and shall ensure that FWF personnel observe the confidentiality obligations in this Agreement. The Parties acknowledge that the Beta Testing Materials contain Confidential Information developed or acquired by each party respectively and that neither party obtain any rights therein to the others’ Confidential Information by being given access to such information while participating in this Beta Test. Participant and its Beta Testers agree they will not disclose to any third party without FWF’s prior written consent that Participant is evaluating or testing or has evaluated or tested FWF’s product or services. In addition, Participant agrees to treat any communications and reports prepared in Participant’s capacity as a tester during the agreed-upon beta testing as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without FWF’s prior written consent.
   3. This Agreement shall impose no obligation of confidentiality upon the Parties with respect to any portion of the Confidential Information which: (i) now or hereafter, through no act or failure to act on the Parties’ part, becomes generally known or available; (ii) was already known at the time that Party received same from the other, as evidenced by written records ; (iii) is hereafter furnished to the disclosing Party by a third party who legally obtained Confidential Information without restriction on disclosure.
3. Beta Testing Material. Each material or service listed on Exhibit A and all components, accessories, and documentation related to the Beta Testing Material and/or technology provided by FWF including, but not limited to, interface, code, specifications, features and other technical information, and all updates or revisions thereto, shall be referred to in this Agreement as the “Beta Testing Material.” The parties hereto agree that Participant shall be a beta tester for those Beta Testing Materials and services set forth on Exhibit A, as may be amended from time to time by FWF to improve the overall Beta Testing Participant experience.
4. License. FWF hereby grants Participant a non-exclusive, non-transferable consent and license to use Beta Testing Material solely for the purpose of evaluating and testing the Beta Testing Material for FWF as described in Exhibit A.
   1. The Beta Testing Material provided is FWF’s Confidential Information and may not be publicly disclosed, sublicensed, sold, assigned, leased, loaned, shared, duplicated, copied, or otherwise transferred by Participant to any third party for any reason.
5. FWF’s Obligations.
   1. FWF will deliver the Beta Testing Material to Participant at FWF’s expense.
   2. FWF will provide the support for the Beta Testing Material described in the Exhibit A and no other support or services.
   3. FWF has no obligation to develop or provide any updates or revisions to the Beta Testing Material, and FWF reserves the right to alter or adjust performance specifications for the Beta Testing Material as it deems necessary or desirable based on FWF discretion or Participant comments, recommendations, or input.
6. Participant’s Obligations.
   1. Participant agrees to test and evaluate the Beta Testing Material as requested and respond to periodic questionnaires and surveys to provide comments, recommendations, and input on Participant experience for improving the platform.
   2. Participant agrees to familiarize itself with the Beta Testing Material information provided by FWF and to only use or testing the Beta Testing Material as directed. Participant will Notify FWF of all functional flaws, errors, anomalies, and problems (“bugs”) and to provide FWF with reports via the methods designated by FWF and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other testing documents submitted to Participant by FWF to provide comments, recommendations, and input to further develop the platform to increase the user interface and experience.
   3. Any feedback, ideas, modifications, suggestions, improvements, and the like made by Participant with respect to the Beta Testing Material (“Supportive Information”) will be the property of FWF and is FWF’s Confidential Information. Participant agrees and hereby assigns, all right, title, and interest worldwide in the Supportive Information and the related intellectual property rights to FWF and agrees to assist FWF, at FWF’s expense, in perfecting and enforcing such rights. FWF may disclose or use Supportive Information for any purposes whatsoever without any obligation to Participant.
   4. The Parties agree that nothing contained in this Agreement shall be construed as granting any ownership rights to Participant, or be construed as forming any manner of joint venture, partnership, or other business relationship between FWF and Participant, in the business, the Beta Testing Material, or any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right.
   5. Participant shall not make, have made, use or sell for any purpose any product or other service using, incorporating or derived from any Confidential Information or the Beta Testing Material.
   6. Participant agrees to not, directly or indirectly, engage in or solicit any employment, consulting, or other activity by yourself or a third-party involving website or application programming, Internet or website development, website and application operations and infrastructure, graphic design, e-commerce, video or film hosting, production, or editing, or multimedia programming and marketing, or otherwise effectuate the development of a business, platform, website, application, or other service, that competes with the business venture of Disclosing Party in any area where the business venture operates or has active users without Disclosing Party’s prior written consent for a period of two (2) years.
7. Proprietary Rights; No Right to Copy, Modify, or Disassemble.
   1. The Parties agree that the Confidential Information provided by each party and all copies thereof, are proprietary to and the property of the providing Party. Parties agree that all applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information provided each other are and will remain with the providing party.
   2. The Beta Testing Material, Supportive Information, and other FWF Confidential Information provided by FWF, are proprietary to and the property of FWF. Participant acknowledges that FWF’s technology and interface is novel, non-obvious and useful.
   3. Participant may not copy, duplicate, or otherwise reproduce FWF’s Confidential Information, Beta Testing Material, Supportive Information or any aspect of FWF’s processes, interface, or website used in the Beta Testing without FWF’s prior written consent. Participant shall not remove, alter, modify, or deface any portion of the Beta Testing Material or Confidential Information.
8. Disclaimer of Warranty. By its nature, the Beta Testing Material may contain errors, bugs, and other problems that could cause system failure and the testing and quality assurance of the Beta Testing Material may not yet be completed. Because the Beta Testing Material is subject to change, FWF reserves the right to alter the Beta Testing Material at any time, and any reliance on the Beta Testing Material is at Participant’s own risk. PARTICIPANT ACCEPTS THE BETA TESTING MATERIAL ARE PROVIDED “AS IS” AND FWF, AND ITS FOUNDERS, MAKE NO WARRANTY OF ANY KIND AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY FWF, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH RECIPIENT.
9. Term and Termination.
   1. The term of this Agreement shall begin on the date set forth above (or, if no date is given, then the date both parties accept this Agreement through the online acceptance procedures) and the duties and responsibilities for Participant under this Agreement shall continue until this Agreement is terminated once the Beta Testing Material is rescinded or removed from availability or web access.
   2. Upon termination of this Agreement, the Participant shall have an obligation to protect Confidential Information for a period of three (3) years. This obligation, as set forth in Section 2, shall survive such termination.
   3. The parties acknowledge that FWF is under no obligation to release any final product or Beta Testing Material to the public should it determine it to be in the best interest of FWF.
   4. The obligations of the Parties under Sections 2, 8, 9, 10 and 11 shall survive the termination of this Agreement.
10. Limitation of Liability. IN NO EVENT SHALL FWF OR ITS FOUNDERS, INDIVIDUALLY, BE LIABLE TO PARTICIPANT OR ANY THIRD PARTY FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER GENERAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE BETA TESTING MATERIAL OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Recovery of Damages. The Recipient hereby agrees that breach of this Agreement will cause FWF irreparable damage for which recovery of damages would be inadequate, and that FWF shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further monetary relief as may be granted by a court of competent jurisdiction.
12. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
13. Assignment; Severability. Participant agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void and shall result in the termination of this Agreement. If any part of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
14. Governing Law. This Agreement shall be governed by the laws of Texas excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Texas shall have exclusive jurisdiction to hear any dispute under this Agreement.
15. Entire Agreement. This Agreement and Exhibit A hereto represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This Agreement may not be modified or amended except by the written acceptance of both parties.

IN WITNESS WHEREOF, the Parties agree to the terms of this Agreement upon the date this document is electronically accepted and executed by Participant.

EXHIBIT A

Description of FWF Beta Testing Material(s) to be Tested:

• a social media platform interface that allows a user to view, comment, interact, and vote on multiple users’ videos challenging each other on various topics, skills, talents, etc.
• a user interface to connect, interact, and challenge/compete with other participants in the beta testing.
• a user interface that allows users to create their own challenges with other participants of the beta testing that will then create separate challenge pages as part of beta testing to view, comment, interact, and vote.