Keyframes Beta Access Non-Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) between (BLANK) HOUSE Games (“Company”) and You (“Player”) is effective as of the date the Player has read and accepted this Agreement (“Execution Date”) by submission of the associated Google Form titled “Keyframes Beta Access NDA Signing” created by the Company, and relates to the Player’s access to and use of *Keyframes* (“Game”) before its commercial release (“Beta Game”) as well as the private Discord server where any and all content in and related to the Beta Game may be discussed and shared (collectively, the “Beta Access”).
The Company and Player (collectively, the “Parties”) agree on the following:
CONFIDENTIAL INFORMATION
- All information and materials, of every kind and form, disclosed or provided by the Company to the Player in relation to the Beta Game which are made available to the Player by the Company under this Agreement. Confidential Information includes, but is not limited to, all feedback and all other information relating to the Beta Access and the Beta Game (including but not limited to information and ideas relating to the Beta Game, software, software code, designs, graphics, artwork, visual depictions, plot, characters, characterizations, screenshots, emails, marketing and promotional plans, written or printed documents, servers and forums).
- Except as otherwise provided in this Agreement, the Player shall maintain and hold the Confidential Information in strict confidence.
- The Player may not disclose, disseminate, or use any Confidential Information belonging to the Company in any kind or form to any third-party or individual that exists outside of the Server.
- Confidential information will not include information or material that the Company discloses to the Tester that the Tester can demonstrate by written record:
- is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Player,
- is known by the Player and in the Player’s possession without restriction as to use or disclosure before the disclosure by the Company,
- is learned by the Player through legitimate means other than from the Company or the Company’s representatives, or
- is made by the Player (excluding feedback) without use or knowledge of Company’s Confidential Information.
- The restrictions outlined in paragraph 2 and 3 do not pertain to the information under paragraph 4.
- This section will survive the termination of this Agreement.
PLAYER ACCESS
- The Beta Access granted to the Player by the Company is a direct result of the Player’s financial involvement of a crowdfunding campaign or a membership service by the Company, and the Parties acknowledge that the Player is given access to a private Discord server for and related to the Beta Access (“Server”) via an invite link for one (1) of the Player’s Discord account (“Player Discord”) that is authorized to join as well as builds of the Beta Game on one (1) of the Company’s distributing platforms (“Beta Game Key”).
- The Player recognizes that they are the sole owner of the Beta Game Key they will receive as part of the Beta Access and they may not distribute the Beta Game Key to another individual or third-party.
- The Player recognizes that they may not invite another individual or third-party to the Server either by generating an invite link or sharing the invite link disclosed to them by the Company.
PLAYER LIMITED LICENSE TO USE
- The Beta Game is proprietary and valuable trade secret of the Company. It is entrusted to the Player only for the purpose outlined under Player Access and nothing in this Agreement shall be construed in any way to grant the Player any license, right, interest, or expectation whatsoever to the Game or Company property that may be disclosed hereunder or by the Company. This paragraph will survive the Termination of this Agreement.
- The Player agrees that the Company may revise and change the Beta Game at any time during the Beta Access. The Company makes no guarantee about the persistence of Player progression at any time during the Beta Access and assumes no liability for the lost, deleted, or incompatible game data resulting from the Player participating in the Beta Access.
- The Player will not copy, alter, modify, reverse engineer, decompile, disassemble, stream or distribute screenshots of the Beta Game during the Beta Access.
RELATIONSHIP
- Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose.
TERMS AND TERMINATION
- This Agreement will begin on the Execution Date and terminate when the Project has been publicly released by the Company.
- If the Agreement must be terminated prior to what has been previously outlined, it may be in the following circumstances:
- In the event the Player breaches the restrictions under the Confidential Information section in this Agreement, the Player will be removed and banned from the Server and their Beta Game Key will be revoked. If the Player is a backer of the Company’s crowdfunding, an alternative early access game key will be shared to the Player prior to the Game’s commercial release.
- In the event the Player breaches the rules of the Server —
- In the event the Player is a subscriber to a membership service created by the Company and wishes to cancel their membership, the Player’s Beta Game Key will be revoked.
- Any termination shall be done without prejudice to any rights or remedies any Party may be entitled to.
AMENDMENTS
- The Company may amend or modify this Agreement at any time in its sole discretion by editing the password-protected page on the Company’s website (blankhousegames.com). When the Company makes any changes to this Agreement, an associated effective date shall be posted alongside such changes. If the Player has signed a previous version of the Agreement, the Player will be notified of the amended Agreement and will be asked to confirm their acceptance to the changes via another Google Form submission. If the Player does not agree to the revised Agreement, the Player’s access to the Server and their Beta Game Key will be limited until they do.
GENERAL PROVISIONS
- This Agreement may be executed in counterparts.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
- The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
- The Company and Player acknowledge that this Agreement is reasonable, valid, and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Company and the Player that such provisions be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable.
- This Agreement constitutes the entire agreement between the Parties and there are no further items or provisions, either oral or otherwise.
Last updated: March 31, 2025