PLAY TEST AGREEMENT

Last Updated Match 04 2026

THIS PLAY TEST AGREEMENT (THE “AGREEMENT”) IS BETWEEN PLAY TESTER AND NICE AXE GAMES INC. (“NICE AXE GAMES”). THE INDIVIDUAL WHO REGISTERS FOR THE PLAY TEST (“PLAY TESTER”) ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT, EFFECTIVE THE DATE THEY REGISTERED FOR THE PLAY TEST (THE “EFFECTIVE DATE”).

WHEREAS Nice Axe Games is inviting Play Tester to test its new video game, Kali and Ko (the “Game”) before commercial release to the public, aimed at gathering feedback and identifying deficiencies (the “Play Test”).

AND WHEREAS Nice Axe Games only agrees to grant access to its Intellectual Property and Confidential Information (each as defined herein) to Play Tester subject to the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of these premises, the mutual promises contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DISCLAIMER

Play tester acknowledges that the Game is unfinished, has not yet been publicly released, and is offered in the Play Test for the sole purpose of testing and evaluation. The Game may not perform at the level of a commercially available product, may not operate as expected, and may be modified prior to release.

ACCEPTANCE OF THIS AGREEMENT

Play Tester acknowledges and agrees that by participating in the Play Test or by checking any checkbox or by submitting any form on Discord, the Firstlook.gg platform, or in any other website, app, or platform used to facilitate the Play Test, that Play Tester agrees to all terms and conditions of this Agreement.

By participating in the Play Test, the Play Tester grants express consent to Nice Axe Games to collect, store, distribute, transmit, and use Play Tester’s personal information in accordance with our Privacy Policy found on our website at www.niceaxegames.com/privacypolicy.

By participating in the Play Test, the Play Tester additionally agrees to the terms and conditions of our Terms of Service found on our website at www.niceaxegames.com/termsofservice.

Play Tester agrees to only provide accurate and up-to-date information in its participation in the Play Test.

Play Tester acknowledges and agrees that if Play Tester is not at least 18 years of age, Play Tester will be accompanied at all times by a legal guardian, who shall be bound by this Agreement, and who provides consent and agreement to all terms and conditions of this Agreement on behalf of Play Tester, and who accepts all responsibility for Play Tester’s participation in the Play Test.

ACCEPTABLE USE

Play Tester acknowledges and agrees that Nice Axe Games may, in its sole discretion, revoke Play Tester’s access to the Play Test or the Game.

Play Tester agrees to remain respectful and cordial with Nice Axe Games and all other play testers participating in the Play Test, including in Nice Axe Games’ Discord channel, each determined in the sole discretion of Nice Axe Games.

Play Tester acknowledges that Play Tester is prohibited from attempting to circumvent or violate the security of the Game or otherwise use or access the Game for any unauthorized purposes, including, without limitation: using the Game for any illegal, fraudulent, or unauthorized purposes; accessing or using content, data, functionality, or intellectual property that is not intended for Play Tester; breaching the security, authentication, or protection measures of the Game; restricting, disrupting, or disabling service to other play testers; disrupting network services or otherwise disrupting Nice Axe Games’ ability to monitor the Game; using any bot, robot, spider, crawler, or other automatic device, process, or means to access the Game, including scraping, monitoring, copying, or downloading any part of the Game; introducing any viruses, trojan horses, worms, logic bombs, or other material, code, or files that are malicious or harmful to the Game; attacking the Game via a denial-of-service attack, flooding, mailbombing, crashing, or other such harmful actions; attempting to lure other play testers off the Game into a real life situation; using the Game in connection with the distribution of unsolicited commercial messages; attempting to scam or commit fraudulent acts on other play testers of the Game; or otherwise attempting to interfere with the proper working of the Game.

CONFIDENTIAL INFORMATION

The term “Confidential Information” means all trade secrets, proprietary information, and other data or information (and any tangible evidence, record, or representation thereof).  Without limiting the generality of the foregoing, Confidential Information includes all information about the Game and Play Test, and all documents, data, agreements, files, materials, Intellectual Property (as defined herein), personal information, product information, client information, customer information, supplier information, employee information, financial information, marketing information, research information, and any information relating to the business or plans of Nice Axe Games.

Play Tester agrees that it shall use Nice Axe Games’s Confidential Information solely to the extent required to participate in the Play Test and to create, publish and distribute User Generated Content (as defined herein) in connection with the Game. Play Tester agrees to take all reasonable precautions to keep Nice Axe Games’s Confidential Information in the strictest confidence and to protect it from unauthorized disclosure. Play Tester agrees it shall be responsible and liable for any breach of this Agreement by any person or entity to whom Play Tester has, directly or indirectly, disclosed or otherwise provided access to Nice Axe Games's Confidential Information. Play Tester agrees not reproduce or copy in any medium in whole or in part any of Nice Axe Games's Confidential Information without the written approval of Nice Axe Games in each instance. Play Tester agrees it shall not use Nice Axe Games's Confidential Information in any manner that may be detrimental to Nice Axe Games.

INTELLECTUAL PROPERTY

The term “Intellectual Property” means all copyrights, trademarks, trademark applications, service marks, trade secrets, contract rights, patents, patent applications, industrial designs, industrial design applications, know-how, and other proprietary rights, protected by local or international intellectual property laws and regulations, including, without limitation, the Game.

Play Tester acknowledges and agrees that Nice Axe Games’ Intellectual Property shall be and remain the sole and exclusive property of Nice Axe Games, and all rights and interests in, and title to, and exclusive right to collect monies and royalties in such Intellectual Property shall remain in Nice Axe Games.

Notwithstanding any User Generated Content, the Play Tester assigns to Nice Axe Games its entire right, title, and interest in and to any Intellectual Property, solely or jointly, which is created or developed by Play Tester, or is suggested by, or results from participation in the Play Test, including as pertaining to all feedback, ideas, or improvements. Play Tester specifically acknowledges and agrees Play Tester shall own no right, title, or interest in or to the Game and that Play Tester waives in favour of Nice Axe Games all rights of authorship in the Game.

Notwithstanding any User Generated Content, the Play Tester hereby waives in favour of Nice Axe Games any and all moral rights it may have in all works produced by or authored by Play Tester in the course of the Play Test or in use of the Game.

USER GENERATED CONTENT

Nice Axe Games acknowledges that Play Tester may create, publish, transmit, and distribute content and other social media posts to Play Tester’s social media channels pertaining to the Game or the Play Test (“User Generated Content”). Nice Axe Games agrees that such User Generated Content shall belong to the Play Tester.

Play Tester agrees that no User Generated Content shall be defamatory against Nice Axe Games or otherwise bring Nice Axe Games’ reputation into disrepute, determined in the sole discretion of Nice Axe Games.

Play Tester agrees that it shall not use, publish, or distribute any User Generated Content unless Play Tester has full authority and consent from all relevant third parties. Play Tester agrees that no User Generated Content shall violate the rights of any third party. Play Tester agrees to at all times comply with all third-party terms of service or other rules pertaining to the publication, transmission, or distribution of User Generated Content. Play Tester accepts full responsibility and liability for all User Generated Content.

GRANT OF LICENSE

Nice Axe Games grants Play Tester a revocable license to use and access the Game for the purposes of participating in the Play Test and to create, publish, transmit, and distribute User Generated Content on Play Tester’s social media channels.

Play Tester grants a perpetual, irrevocable license to Nice Axe Games to use and exploit Play Tester’s User Generated Content, throughout the universe, in any medium, for promotional and internal purposes, without any compensation owed to Play Tester or further permissions required.

LIMITATION ON LIABILITY

PLAYTESTER ACKNOWLEDGES THE GAME IS OFFERED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. NICE AXE GAMES DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL NICE AXE GAMES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE GAME, THE PLAY TESTER’S INTERACTIONS WITH OTHER PLAY TESTERS, PLAY TESTER’S USE OF OR ACCESS TO NICE AXE GAMES’ CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY, OR PLAY TESTER’S USER GENERATED CONTENT. PLAY TESTER ACCEPTS ALL RISKS ARISING OUT OF THE DOWNLOAD, ACCESS, AND USE OF THE GAME, AND PARTICIPATION IN THE PLAY TEST. NICE AXE GAMES MAY, IN ITS SOLE DISCRETION, AT ANY TIME, TERMINATE OR DISCONTINUE THE GAME, DISCONTINUE PLAY TESTER’S PARTICIPATION IN THE PLAY TEST, OR REMOVE PLAY TESTER’S FEEDBACK. NICE AXE GAMES SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN RELATION TO PLAY TESTERS USE OF OR ACCESS TO THE GAME OR PARTICIPATION IN THE PLAY TEST.

INDEMNIFICATION

To the maximum extent permitted by applicable law, Play Tester agrees to defend, indemnify, release, and hold harmless Nice Axe Games, and its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to Play Tester’s breach of this Agreement, Play Tester’s use of or access to the Game, the Play Test, or Nice Axe Games’ Confidential Information or Intellectual Property, Play Tester’s unauthorized use of a third party’s property, or Play Tester’s infringement or breach of a third party’s rights or a third party agreement.

GENERAL

In this Agreement, each party is a “Party” and together are the “Parties”. This Agreement will be governed by and construed in accordance with the laws of Alberta and Canada, as applicable. Any action or proceeding arising out of or relating to the Game or Play Test or under this Agreement will be instituted in those courts, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Unless mutually agreed by the Parties in writing, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement, our Privacy Policy, and our Terms of Service, represents the entire Agreement between Play Tester and Nice Axe Games regarding the relationship between the Parties, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written, oral, or inferred from conduct, regarding such subject-matter. Nothing contained herein, expressed, or implied, will constitute or contemplate a partnership, joint venture, employment, or other agency or business relationship between the Parties. The Parties agree that only Nice Axe Games may assign or transfer this Agreement to a third party, at its option. If any legal proceeding is brought by either Party hereto to enforce or interpret this Agreement, both Parties will be deemed to have jointly drafted this Agreement. Each Party acknowledges to the other they had the opportunity to obtain independent legal advice or have freely chosen not to obtain such advice.