deeproot Tech, LLC
8200 W Interstate 10, Ste. 600
San Antonio, TX 78230-3877
P: (888) 316-2935 Opt. 3
In 2015, deeproot Tech started its Pinball division. As part of the initial stages of development, deeproot Tech sought to hire or establish relationships with several experienced designers and pinball companies. After shelving the pinball project until early 2017, it ultimately became clear that John Popadiuk was the best option primarily because of his talent at game design and his ability to work with deeproot Tech’s engineers and staff. After weighing the pros and cons, deeproot Tech decided to move forward with John on a formal basis. deeproot Tech firmly believes John has a lot to offer the organization and that his best work in the Pinball industry, as a game designer, is still ahead of him.
Prior to moving forward with John on a formal basis, deeproot Tech wanted to address the elephant in the room: the failure of John and other companies to satisfy Zidware's customers that entered into contracts for Magic Girl ("MG"), Retro Atomic Zombie Adventure ("RAZA", formerly BHZA), Alice in Wonderland ("AIW"), and/or Space Mission X ("SMX"). With the exception of deposits for MG, most of Zidware’s customers have outstanding balances or deposits due for the games they contracted for. Based on deeproot Tech’s current information, Zidware’s customers collectively paid less than half the deposits for RAZA, AIW and SMX. As a result, it did not make sense for deeproot Tech to purchase Zidware or take on the existing Zidware contracts as that may have required the RAZA, AIW and SMX customers to pay substantially more money.
Instead, deeproot Tech developed a plan in which it would acquire some of Zidware’s assets, primarily the intellectual property surrounding MG, RAZA, AIW, and SMX and simultaneously provide a solution to as many Zidware customers as possible. deeproot's plan is to provide something to Zidware customers without requiring them to spend any additional money, or a substantial sum of money, while still receiving certain benefits:
RAZA/AIW customers may acquire up to three deeproot games based on a tiered benefit structure as calculated from the Zidware customer’s payments to Zidware
choice of game(s)
a preset Delivery Date
ability to delay additional payments to the Delivery Date
limited relief for customers who already received MG machines
In exchange, the Zidware customers accept the Goodwill Terms proposed by deeproot Tech; release Popadiuk/and Zidware from any liability; recognize that MG, RAZA, AIW, and SMX may or may not be produced, and if produced, may vary in nature and quantity than previously promised by Zidware.
In a strategic decision, deeproot Tech elected to first approach the Plaintiffs that were in an active and ongoing lawsuit with John and Zidware. Primarily between August 15, 2017 and October 13, 2017, deeproot Tech through its legal counsel attempted to negotiate an amicable settlement agreement ("Settlement") with Plaintiffs and Defendants in Cause No. 2015-M1-110181, Cook County, Illinois. Right or wrong, deeproot Tech believed negotiating with 22 Plaintiffs, through their lawyer, would be the simplest and most effective way to address the concerns of Zidware’s customers. In an effort to prevent misinformation, deeproot Tech wanted these negotiations to be confidential. Unfortunately, the confidentiality was breached and numerous parties began making public comments that seemingly swayed the Plaintiffs against deeproot Tech. Despite initially agreeing to the settlement terms, the Plaintiffs ultimately declined to agree to the settlement as offered. A detailed discussion of the lawsuit and the proposed settlement terms may be found here.
As a part of the plan, and as a sign of goodwill, deeproot Tech will honor qualifying proofs of claims from individuals ("Claimants" herein) who were not parties to the lawsuit (as outlined at the bottom of this page), under certain terms summarized below ("Goodwill Terms"). In the coming weeks, deeproot Tech will complete the acquisition of some of Zidware's assets, including the IP related to the games. Once the acquisition is complete, deeproot Tech shall offer the following Goodwill Terms to Zidware customers. We have also provided answers to a number of Frequently Asked Questions below to further provide transparency and clarity.
A summary of the Goodwill Terms follow for non-Plaintiff Claimants:
For RAZA/AIW customers: your benefit will depend on the TOTAL amount of payments made on either, or both, RAZA/AIW by the Delivery Date. You can either pay nothing more, or you can make additional payments to receive greater benefits.
For RAZA/AIW customers who have paid under $5,000 by the Delivery Date (combined deposits between RAZA & AIW): you will receive a monetary refund of one-half of the total deposit provided in the Proof of Claim.
For RAZA/AIW customers who pay at least $5,000 by the Delivery Date (combined deposits between RAZA, AIW and/or additional payments): you will receive one deeproot machine of your choice. *
For RAZA/AIW customers who pay at least $9,500 by the Delivery Date (combined deposits between RAZA, AIW and/or additional payments): you will receive two deeproot machines of your choice. *
For RAZA/AIW customers who pay at least $14,500 by the Delivery Date (combined deposits between RAZA, AIW and/or additional payments): you will receive three deeproot machines of your choice. *
For Claimants who have paid at least $5,000 by the Delivery Date, in combined deposits between RAZA, AIW and/or additional payments: If any such Claimant requests in writing no later than 180 days after the Delivery Date, deeproot Tech will permit any unused excess RAZA/AIW deposits for such Claimant to be applied towards the retail price of a separate and additional deeproot Game.
For MG customers who received a MG machine but did not convey or sell it to another person or entity: You will receive a 50% discount off the retail price on up to two additional deeproot machines, if elected no later than 180 days after the Delivery Date. *
For MG customers who received a machine but sold or conveyed it to another person or entity, or for the person or entity who bought or received a MG machine from an MG owner: There is no relief provided.
deeproot Tech will deliver elected game(s) no later than June 30, 2019 ("Delivery Date") subject to a Proof of Claim being filed, authenticated and approved, an agreement being executed, and other various terms and provisions.
deeproot Tech will offer multiple titles by the Delivery Date.
All machines elected or to be delivered with a * above, whether at cost or no cost, will be subject to the full amount of sales tax, international taxes or levies, and shipping costs that must be paid before the machine is shipped. The amount tendered for RAZA & AIW are exclusive of these extra fees.
deeproot Tech reserves the sole and absolute right to alter the nature (i.e. title, theme, artwork, structure or layout) or quantity produced of any Zidware game, if any Zidware game is produced.
deeproot Tech offers a limited right to visit the facility before the Delivery Date.
deeproot Tech will reject any claim that: (i) has been assigned or sold; or (ii) does not originate with the individual who contracted with Zidware.
If deeproot Tech misses the Delivery Date deadline through no fault of Claimant, then deeproot Tech will pay to the order of the Claimant 1x the combined RAZA/AIW deposits claimed on Claimant's proof of claim ("non-delivery payments"), in lieu of the benefits above. deeproot Tech must pay all qualifying non-delivery payments no later than sixty days after the Delivery Date.
Claimants agree to waive all claims against Zidware & Popadiuk with prejudice in return for the benefits from deeproot Tech as summarized above.
STEPS TO FILE A PROOF OF CLAIM
If you were a Zidware customer, and not a Plaintiff in the above styled case (herein a "Claimant"), you can file a claim for the Goodwill Terms. Keep checking back for the claim process to open. We have provided some steps and guidelines as follows:
No later than June 30, 2018 ("Goodwill Terms Deadline"), each Claimant must submit one or more Proof(s) of Claim(s) (using the form below) with proof of one or more contracts, verifiable payments conveyed to Zidware, and a statement that the Claimant has not sold or assigned their rights under the Zidware contract.
You must file a separate claim for each pinball machine claimed.
If a Claimant’s Proof of Claim is rejected due to insufficient proof, we will inform Claimant of the deficiency(ies) and allow Claimant a reasonable chance to cure.
If a Claimant’s Proof of claim is rejected due to other circumstances (i.e. such as an irreconcilable discrepancy, failure to follow the guidlines, threatening communications, or defamatory online posts), we will inform Claimant what those circumstances are, and (if curable) will provide Claimant a chance to cure.
If a Claimant’s Proof of Claim is approved, then Claimant will be provided a document that contains the Goodwill Terms.
If you agree with the agreement and wish to proceed, then sign and return.
If you disagree with the agreement, then your Claim will be forfeit.
Due to the volume of requests, please allow up to 5 business days for responses (as to claims filed or other correspondence).
All claims not timely filed and approved will be rejected and all rights or benefits will be forfeit.
Why is deeproot Tech involved with Zidware/Popadiuk?
deeproot Tech has long admired Popadiuk as a game designer and artist. While deeproot Tech was not a party to Popadiuk and/or Zidware’s contracts for MG, RAZA, AIW, or SMX (and is not responsible for any failures concerning the non-delivery of, or issues with, those games), deeproot Tech shares the industry’s disappointment, frustration, and anger concerning the inability to get Zidware’s games produced and to honor promises made to Zidware’s customers. deeproot Tech has stepped up and will see this out to its fruitful end.
Why are you working with John Popadiuk?
We reached out to multiple designers. It became clear after looking at the short list of uncommitted experienced designers that John was the best option for us. We have enjoyed the time we've spent working with John, and we can’t wait to show that he is still capable of making a positive impact on the industry.
What is the theory behind the Goodwill Terms?
As stated above, deeproot Tech was not a party to any of Zidware’s contracts for MG, RAZA, AIW, or SMX and has no obligations related to fulfilment, nor has deeproot Tech acquired the contracts. deeproot Tech has made (and will make) a significant monetary investment in underwriting the delivery of games to Zidware’s customers. deeproot Tech wants Zidware customers to get something for the money conveyed to Zidware.
When will the Goodwill Terms claims process start?
When agreements with IP holders are complete, and certain assets are transferred from Zidware to deeproot Tech.
Did the Settlement Offer or Goodwill Terms change due to the leaks or public reaction?
No. The Settlement Offer and Goodwill Terms have remained substantially the same since July of 2017.
Why aren't you providing only monetary returns?
deeproot Tech does not have full knowledge as to how the deposit money was spent by Zidware. We do know Zidware spent funds on physical assets, and on multiple third party vendors for graphics and software. It is further understood that Zidware has no remaining cash assets. deeproot Tech, as an independent third-party has no financial incentive to simply provide refunds and that is why deeproot Tech is offering the tiered pricing structure and willing to accept Zidware's customer's deposit toward a credit.
Why isn't this offer being made to the Plaintiffs?
The Plaintiffs had an opportunity to agree to reasonable terms but elected to reject them. deeproot Tech spent hundreds of hours and tens of thousands in legal fees to try to address the Plaintiffs' concerns and make them whole. Time and money was expended unnecessarily that could have been better used to make them and other Zidware customers whole.
Why do we have to a sign a new agreement?
deeproot Tech is not acquiring Zidware, Inc. and is not purchasing the outstanding contracts. As a result, deeproot Tech is a completely separate entity and any previous agreement with Zidware has no effect on deeproot Tech’s agreement with each Claimant. Thus, it is good business practice for the Claimant and deeproot Tech to enter into a written agreement that details each party’s rights and responsibilities. Also, since every Claimant will potentially be receiving different benefits and rights depending on the amount paid, it would make most sense to customize each Claimant's benefits to that Claimant's situation.
Is deeproot Tech requiring pre-orders or deposits?
No. Whether for Claimants or for future deeproot Tech customers, deeproot Tech will not demand a pre-order or a deposit prior to a product being ready and available for delivery. Customers who tender full payment have a right to expect prompt shipment.
What if I still owe money under the original or modified contract price?
No Zidware customer owes any more money than the level of benefits sought. Since deeproot Tech is not purchasing the Zidware contracts, it cannot comment on the rights and status of the Zidware contracts.
Why did you choose the tiered pricing at those dollar amounts for RAZA/AIW?
We took into consideration a multitude of factors in determining the tiered dollar amounts. We understood that the inflated prices in the original Zidware contracts were no longer reasonable given the current state of affairs. We looked at the distribution and grouping of Zidware customer deposits. We looked at comparable current pinball retail prices. We also took into consideration the negative sentiment regarding Zidware games.
Can you provide some examples of how the tiered pricing works for RAZA/AIW?
Yes, we have provided four examples below. The Election Price is the additional amount owed that would be paid on or before the Delivery Date.
Example #1: Cumulative Deposit of $6,500 with election of 2 deeproot Games results in an Election Price of $3,000 plus shipping costs and applicable taxes.
Example #2: Cumulative Deposit of $6,500 with election of 1 deeproot Game results in an Election Price of $0, plus shipping costs and applicable taxes. Claimant would not be entitled to a refund of any portion of the $1,500 unused excess; however, if elected no later than 180 days after the Delivery Date, the $1,500 unused excess could be used as a credit against the retail price of another deeproot machine.
Example #3: Cumulative Deposit of $4,500 with election of 1 deeproot Game results in an Election Price of $500 plus shipping costs and applicable taxes.
Example #4: Cumulative Deposit of $4,500 with election of 0 deeproot Games. Claimant is entitled to a monetary payment of $2,250, to be paid no later than 60 days after the Delivery Date.
If I want to elect additional games by increasing the tiered contract price for RAZA/AIW, when do I have to make the election, and when do I have to pay the additional amount?
Under the Goodwill Terms, Claimants must decide how many games they elect to purchase no later than thirty (30) days prior to the Delivery Date. deeproot Tech will ship the elected games after full payment is received by the Delivery Date, or a reasonable time period thereafter if payment is delayed. Claimants are not required to tender any additional payments towards the tiered contract price until the Delivery Date.
If I am offered the ability to purchase one or more deeproot Tech games for a discount, when do I need to make that election and payment by?
Under the Goodwill Terms, Claimants must notify deeproot Tech, and tender the discounted consideration, prior to the 180th day after the Delivery Date.
Are you going to make MG, RAZA, or AIW?
The Goodwill Terms refer to Claimant's choice of a deeproot Tech machine generically. deeproot Tech plans to have multiple machines available for selection by the Delivery Date. All games will be designed and manufactured similar to the commonly known Williams/Bally/Zidware standards. deeproot Tech intends to investigate the development potential of some of the Zidware games but makes no representations at this time as to whether MG, RAZA, AIW, or SMX will be sold by the Delivery Date. If one or more of these Zidware games are produced, they might vary in nature (i.e. title, theme, artwork, structure or layout) and/or quantity.
What if I had deposited money on MG, and one or more of RAZA and AIW?
MG claims are handled separately than RAZA and AIW. RAZA and AIW are being combined for several reasons: they were not delivered to any customers; they are still in a prototype state; and most of the deposits were nominal.
I was a Magic Girl customer that sold or conveyed it to another person. Why don’t I get anything?
The Goodwill Terms are based on providing some compensation to those Zidware customers that are still without relief. It is presumed that a MG customer who sold or conveyed the machine to another person or entity did so for adequate consideration.
I am a Magic Girl Owner. Do I have to give back or return the one I already received?
What if I don’t like the Goodwill Terms?
The Goodwill Terms are non-negotiable and were designed to put each Claimant in a better position than they would have been, had Zidware and Popadiuk fulfilled their original promises. Making special deals with each Claimant is not fair or just to the other Claimants who reasonably relied on the Goodwill Terms for restitution of their claims.
What if I choose to file a lawsuit instead of accepting the Goodwill Terms?
deeproot Tech did not (and has not) purchase(d) Zidware’s contracts with its customers. RAZA and AIW customers were contractually bound to pay $10,000 for those machines and only a few customers paid the full contract price. If you choose to not accept the Goodwill Terms, nor file a legitimate proof of claim in a timely manner, then it is unlikely you will receive any relief, any games, or be able to recover any money paid to Zidware.
What if I do nothing?
deeproot Tech has tried to reasonably afford every Plaintiff, Claimant or Zidware vendor the ability to receive some relief. Each has the sole and voluntary choice to accept or reject the relief. If a Claimant or Zidware vendor does nothing, or changes their mind after the period for filing a claim has ended, the claim will be forfeited or rejected.
Are you going to assist Zidware vendors who claim they have not been paid?
After reviewing some of Zidware records and engaging in private conversations, it appears that most vendors were paid (and in some circumstances well paid). Despite online posts or other statements to the contrary, if a vendor claims to still be owed money by Zidware, deeproot Tech (of course) wants to hear the grievances, and will try work with them to make things right.
What about Zombie Yeti's claims?
Jeremy Packer (aka Zombie Yeti) and deeproot Tech reached an agreement transferring IP rights in and to artwork for MG, RAZA, and AIW to deeproot Tech. Mr. Packer’s prior comments on the Pinside forum (concerning deeproot Tech) were due to a series of misunderstandings that have since been clarified. Neither deeproot Tech nor Mr. Packer will be making any further comments about the agreement or any corresponding particulars.
What about Applejuice's claims?
Jim Askey (aka Applejuice or myPinballs) and deeproot Tech have reached an agreement transferring IP rights in and to Software for Zidware games to deeproot Tech for undisclosed consideration. Mr. Askey agrees to refrain from possessing, or performing any further work on, the Zidware software or related IP and shall promptly remove any online content regarding the same. Neither deeproot Tech nor Mr. Askey will be making any further comments about the agreement or any corresponding particulars.