IN CONSIDERATION for the access to the SDG Content, as described below, of Smartly Dressed Games Ltd., an Alberta corporation (“SDG”), on the Steam online service (“Steam”) offered by Valve Corporation, a corporation under the laws of the State of Washington (“Valve”), you, already a subscriber of Steam (the “Subscriber”), under the Steam Subscriber Agreement (the “Steam Agreement”), agree to be bound to this agreement (the “SDG User Agreement”). Please note, while this preamble and section 1 to 26, that follow, form the legally binding SDG User Agreement, we prepared and provide a quick summary of the terms, at the end of the SDG User Agreement (“Quick Summary”), but caution the Subscriber that the Quick Summary does not form part of the SDG User Agreement, is not legally binding and while it can be used as a reference should not be relied on in any instance:


Subscriber’s rights, obligations and agreements in relation to Steam and Valve are set out and governed in the Steam Agreement, which Subscriber must adhere to and comply with at all times. This SDG User Agreement supplements the Steam Agreement when Subscriber engages with SDG Content, as defined below, as otherwise set out in this SDG User Agreement and in regards to the terms, conditions, obligations, covenants, warranties, liabilities, indemnities, releases, waivers and responsibilities of Subscriber in relation to SDG along with their employees, agents, consultants, officers, directors, advisors, shareholders and affiliates (the “SDG Group”).


Subscriber acknowledges, accepts and agrees they are using Steam at their own risk, and that SDG provides the SDG Content, as hereinafter defined, to Valve for hosting on Steam, but SDG has no role, responsibility or control over Valve or Steam. Subscriber releases, indemnifies and holds harmless SDG Group for any and all liabilities (under statute or otherwise), obligations, claims (including direct or indirect claims), suits, demands, actions, proceedings, obligations, losses, damages, penalties, interest, judgements, settlements, costs, expenses, fines and disbursements of whatever kind or nature and howsoever arising (including, without limitation, all legal costs (on a solicitor and own client full indemnity basis) and all other fees and disbursements) (“Claims”) related directly or indirectly to Steam or Valve.


By accessing the content made available by SDG on Steam, including without limitation the SDG electronic games, all accompanying software, dedicated servers, downloadable content, paid upgrades and all integrated or associated content, pages or in-game communications created, controlled and offered by SDG (the “SDG Content”), the Subscriber acknowledges, accepts and agrees to be bound to this SDG User Agreement and strictly comply with all terms, conditions, obligations, covenants, warranties, liabilities, indemnities, releases, waivers and responsibilities herein. Subscriber acknowledges, accepts and agrees that: (i) all right, title and interest in the SDG Content is reserved by SDG for SDG or any third party who has licensed or otherwise permitted their material to be made available to Subscriber with the SDG Content; (ii) the access to the SDG Content and the acknowledgement of this SDG User Agreement does not provide Subscriber with any right, title or interest in the SDG Content, outside the limited non-exclusive, nontransferable, non-sublicensable license to engage with the SDG Content on Steam, as designed and intended by SDG, and for no other purpose; (iii) the SDG Content is being provided by SDG on an as-is, where-is basis, without any representation or warranty of any kind ; (iv) without the prior written consent of SDG, in SDG’s sole and unfettered discretion, Subscriber will not allow the SDG Content to be copied, released, disclosed, hacked, decoded, decompiled, reverse-engineered, cheated or provided to any person; (v) Subscriber releases, indemnifies and holds harmless SDG Group for any and all Claims related directly or indirectly to the SDG Content and Subscriber’s access, use and handling of the SDG Content.


Steam offers certain capabilities and functionality for Subscriber to upload their own content on Steam (“Subscriber Content”). Should Subscriber decide to upload Subscriber Content on Steam, Subscriber acknowledges, accepts and agrees: (i) Subscriber is providing Subscriber Content at their sole liability, risk and expense, (ii) SDG Group has no control over the security, handling, protection, confidentiality, storage, third party access or otherwise of Subscriber Content; (iii) Subscriber is representing, in uploading Subscriber Content, that Subscriber has all necessary right, title, interest, consent, authorization and authority to upload such Subscriber Content to Steam, that the Subscriber Content will not cause harm to any person or to the SDG Content, that the Subscriber Content does not, and will not, infringe on the intellectual property rights of any third party and that the Subscriber Content complies with all applicable federal, state, provincial or local or foreign laws, constitutions, statutes, codes, rules, common law, regulations, ordinances, executive orders, decrees or edicts (to the extent such edicts have the force of law) (“Laws”); (iv) that even if the Subscriber Content is designed for use or integration with the SDG Content, it is up to SDG to determine, in its sole and unfettered discretion, whether the Subscriber Content, or any of it, can be offered in conjunction with the SDG content, promoted by SDG, monetized, integrated, sold, offered or disclosed to third parties, or otherwise (“SC Use”); (v) unless agreed otherwise in writing between SDG and Subscriber, by way of License and Revenue Sharing Agreement (“License Agreement”) or otherwise, any SC Use by SDG that involves monetization or sale of the Subscriber Content will result in Subscriber receiving the standard percentage of Adjusted Gross Revenue, as defined and set out in the Steam Supplemental Workshop Terms – Revenue Sharing (“SWTRS”); (vi) in uploading Subscriber Content, Subscriber is authorizing any or all SC Use by SDG, Subscriber is not entitled to any compensation from SDG as a result of such SC Use, except as specifically set out herein, in any License Agreement or in the SWTRS (collectively the “Revenue Share Agreements”), and SDG can require additional Revenue Share Agreements directly with the Subscriber in relation to the SC Use; (vii) Subscriber grants to SDG Group the right to modify, reverse engineer, make derivative works, create improvements and integrations to, and from, the Subscriber Content (“SC Modifications”), but only to the extent required to integrate, make compatible or align the Subscriber Content with the SDG Content, for the purpose of SC Use involving sale or monetization of the Subscriber Content, with all right, title and interest in the SC Modifications belonging to SDG and Subscriber is not entitled to any compensation from SDG as a result of the SC Modifications, but rather receives compensation, if any, by way of revenue share on the monetized or sold Subscriber Content pursuant to the Revenue Share Agreements; (viii) Subscriber acknowledges, accepts and agrees in uploading Subscriber Content, third parties will have access to the Subscriber Content and Subscriber releases and indemnifies SDG Group for all third party access, engagement with or harm to or from, directly or indirectly, the Subscriber Content; and (ix) Subscriber is fully liable and shall indemnify, release and hold harmless SDG Group for all Claims related directly or indirectly to Subscriber Content.


SDG welcomes suggestions on SDG Content from Subscriber (“Subscriber Suggestions”). Should Subscriber provide Subscriber Suggestions, Subscriber acknowledges, accepts and agrees: (i) Subscriber is providing Subscriber Suggestions to SDG who will receive them without any credit, compensation, obligations or liability to Subscriber, (ii) Subscriber is representing, in providing the Subscriber Suggestions, that Subscriber has all necessary right, title, interest, consent, authorization and authority to provide such Subscriber Suggestions, that the Subscriber Suggestions will not cause harm to any person or to the SDG Content, that the Subscriber Suggestions do not, and will not, infringe on the intellectual property rights of any third party and that the Subscriber Suggestions comply with all applicable Laws; (iii) SDG is granted a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, and transferable licence to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit in any way any and all Subscriber Suggestions for any purposes, for all current and future methods and forms of exploitation; and (iv) Subscriber is fully liable and shall indemnify, release and hold harmless SDG Group for all Claims related directly or indirectly to Subscriber Suggestions.


Subscriber may have the opportunity, or obligation, to upload or provide certain personal, confidential or financial information on Steam, including without limitation when initially becoming a Subscriber, while making purchases, to the marketplace, workshop, in or through the SDG Content, in any forum, chat or otherwise (“Subscriber Information”). Should Subscriber provide Subscriber Information on Steam, Subscriber acknowledges, accepts and agrees: (i) Subscriber is providing Subscriber Information at their sole liability, risk and expense, (ii) SDG Group has no control over the security, handling, protection, confidentiality, storage, third party access or otherwise of Subscriber Information; (iii) Subscriber is representing, in providing the Subscriber Information, that Subscriber has all necessary right, title, interest, consent, authorization and authority to provide such Subscriber Information, that the Subscriber Information will not cause harm to any person or to the SDG Content, that the Subscriber Information does not, and will not, infringe on the intellectual property rights of any third party and that the Subscriber Information complies with all applicable Laws; and (iv) Subscriber is fully liable and shall indemnify, release and hold harmless SDG Group for all Claims related directly or indirectly to Subscriber Information.


The Subscriber acknowledges that the SDG Content is offered with additional functionality of real-time audio communications, in-game chat and other text capabilities (“In-Game Communications”). Subscriber acknowledges, accepts and agrees: (i) SDG is in no way responsible for, and does not have control over, the security, handling, protection, content, infringement, legality, compliance with Laws, confidentiality, storage, viruses, malware or otherwise of the In-Game Communications or any harm that it may cause, and Subscriber releases SDG Group of any Claims related directly or indirectly to the In-Game Communications; (ii) Subscriber will not do or say anything in the In-Game Communications that is illegal, derogatory, harassing, threatening, lewd, rude, disparaging, discriminatory, defamatory, abusive, hateful, harmful, illicit, obscene, offensive, unethical or in any way hacks or cheats the SDG Content; and (iii) Subscriber is fully liable and shall indemnify, release and hold harmless SDG Group for all Claims related directly or indirectly to Subscriber’s actions in the In-Game Communications.


Steam offers certain capabilities and functionality for third parties to upload their own content on Steam, some of which may be, or is capable of being, used or integrated with the SDG Content (“Third Party Content”). Should Subscriber decide to download, use, purchase, play or otherwise engage with Third Party Content, Subscriber acknowledges, accepts and agrees: (i) Subscriber is doing so at their sole liability, risk and expense; (ii) SDG Group has no control over the security, handling, protection, content, infringement, legality, compliance with Laws, confidentiality, storage, viruses, malware or otherwise of the Third Party Content or that it may cause and Subscriber releases SDG Group of any Claims related directly or indirectly to the Third Party Content; and (iii) Subscriber is fully liable and shall indemnify, release and hold harmless SDG Group for all Claims related directly or indirectly to Subscriber’s engagement with Third Party Content.


Subscriber will at all times keep confidential all Subscriber credentials, access, identification numbers and security information relating to Steam and SDG Content, including but not limited to all user names, passwords and other identification and security features, and not let anyone else access Steam or any SDG Content by, through or under Subscriber’s access codes, credentials or otherwise.


Subscriber acknowledges that they are fully liable and accountable for anything that may occur when the Subscriber’s credentials or passwords are used to access Steam, including without limitation SDG Content. Subscriber understands they are fully liable and responsible, and releases, indemnifies and holds harmless SDG Group, for any and all Claims related directly or indirectly to: (i) Subscriber access, use, misuse, actions, behavior, comments or harm on Steam, including in relation to the SDG Content; and (ii) third party access to Steam or SDG Content facilitated through Subscriber, whether third party uses access codes, credentials or passwords of Subscriber to gain access to Steam, including without limitation SDG Content, or the third party is given content downloaded or obtained off Steam by Subscriber, including without limitation the SDG Content.


SDG DOES NOT PROVIDE A WARRANTY OF ANY KIND, WHETHER STATUTORY OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) IN RELATION TO THE SDG CONTENT OR OTHERWISE FOR STEAM, VALVE, IN-GAME COMMUNICATIONS OR THIRD PARTY CONTENT. OTHER THAN ANY WARRANTIES OF SDG EXPRESSLY SET FORTH IN THIS SDG USER AGREEMENT, SDG HEREBY DISCLAIMS, AND SUBSCRIBER HEREBY WAIVES, ALL OTHER EXPRESS WARRANTIES AND ALL OTHER WARRANTIES, DUTIES AND OBLIGATIONS IMPLIED IN LAW, INCLUDING THOSE OF PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, CUSTOM, USAGE OR OTHERWISE.


The Subscriber will be fully liable to the SDG Group and release, indemnify, defend and hold harmless the SDG Group from and against Claims which may be brought against, or suffered, sustained, paid or incurred by the SDG Group for any reason, including but not limited to Claims directly or indirectly related to SDG Content, Steam, Valve, In-Game Communications, Third Party Content, Subscriber Information, Subscriber Content, this SDG User Agreement, any breach of this SDG User Agreement, the failure to comply with any applicable Laws, matters related to third parties or otherwise. None of SDG Group shall have any liability to Subscriber for any Claims whatsoever, including without limitation those arising, directly or indirectly, out of the SDG Content, this SDG User Agreement, the In-Game Communications, the Third Party Content, the Subscriber Content, the Subscriber Information, related to Steam or Valve, any matters regarding, related to or advanced by third parties or the actions of SDG Group, even if such action or inaction of SDG Group amounts to gross negligence, intentional act or willful misconduct.


The total aggregate liability of SDG Group under this SDG User Agreement, arising in any manner whatsoever, shall be limited to the total maximum aggregate amount equal to fifty percent (50%) of the net revenue received directly by SDG from Subscriber for use of the SDG Content in the six (6) month period before the first Claim advanced against SDG Group under this Agreement (the “SDG Liability Limit”). For Clarity, the SDG Liability Limit is set and crystallized by the first Claim against SDG Group under this Agreement, and the aggregate liability of SDG Group under this Agreement, for all Claims, is that SDG Liability Limit. Subscriber hereby releases SDG Group of all liability, for Claims or otherwise, above the SDG Liability Limit. No amounts shall be payable by SDG Group to any person, whether for indemnity, defense fees or any other costs whatsoever, after the SDG Liability Limit has been reached. THE FOREGOING CONSTITUTES SUBSCRIBER’S ENTIRE AND EXCLUSIVE REMEDY FOR ANY AND ALL DAMAGES ARISING OUT OF, OR DIRECTLY OR INDIRECTLY RELATED TO, THIS SDG USER AGREEMENT.


All SDG Content obtained by Subscriber, or any component thereof, the intellectual property therein or relating thereto, and any personal or third party information obtained from, or from using, the SDG Content shall not be used in any way other than as is strictly necessary for use of the SDG Content as intended by this SDG User Agreement or as expressly permitted by SDG in writing, in SDG’s sole and unfettered discretion, except where disclosure is required by Law.


The sole purpose of this SDG User Agreement is to allow Subscriber access to the SDG Content. Subscriber acknowledges that SDG, in providing access to the SDG Content is providing access to proprietary elements thereof. Subscriber acknowledges and agrees any SDG patents are valid and enforceable until expiry. Subscriber will not challenge the validity or enforceability of any of the patents or rights of SDG Group to any intellectual property, in any way, including before any governmental authority or by participating in or initiating any reexamination or inter partes proceeding. SDG Group prior and ongoing intellectual property, inventions, discoveries and developments as well as any improvements thereon, whether or not developed under or resulting from provision of the SDG Content herein, shall remain the exclusive property of the respective member of the SDG Group.


Should Subscriber default under or breach any of the terms of this SDG User Agreement, SDG may immediately, or at any time after the breach or default regardless of whether the same was remedied, at its sole option and without limitation or election as to other remedies available under this Agreement or at law or in equity, exercise one or more of the following remedies:

(a) terminate this SDG User Agreement;
(b) direct Valve to temporarily or permanently deactivate Subscriber’s access to SDG Content or any component thereof;
(c) demand Subscriber delete the SDG Content, any copies, extracts, reverse engineering, work product, code or otherwise related to or derived from the SDG Content;
(d) seek an injunction in any court of competent jurisdiction restraining Subscriber and any affiliates or representatives of Subscriber, from violating the provisions of this SDG User Agreement without the necessity of posting a bond or other security therefore and without the necessity of proving actual damages; and
(e) to strictly enforce this SDG User Agreement, including without limitation the indemnities and releases contained herein.


Any notice to SDG contemplated by this SDG User Agreement must be given in writing and must be delivered by electronic mail to info@smartlydressedgames.com, effective when SDG confirms receipt.


At all times SDG Group shall remain completely independent of Subscriber and none of the SDG Group shall be an agent, representative, employee, employer or servant of Subscriber through the provision of access to the SDG Content or pursuant to this SDG User Agreement.


SUBSCRIBER AGREES THE LIABILITY AND INDEMNITY OBLIGATIONS ASSUMED BY SUBSCRIBER ARE REASONABLE AND EQUITABLE BASED UPON THE NATURE OF THE SDG CONTENT PROVIDED AND THE LEGAL DOCTRINE OF CONTRA PROFERENTEM SHALL NOT APPLY TO THIS SDG USER AGREEMENT.


This SDG User Agreement sets out the entire understanding between SDG and Subscriber relating to the access to the SDG Content and there are no terms, conditions, representation, or warranties, expressed or implied, statutory or otherwise, except as specifically set forth in this SDG User Agreement. For clarity, this SDG User Agreement supplements the Steam Agreement between Valve and Subscriber and this entire agreement clause does not negate or undermine the Steam Agreement.


This SDG User Agreement shall remain in full force and effect, unamended, from the date of acknowledgement and acceptance by Subscriber, unless and until amended by SDG, by posting an amended version to Steam.


If any of the terms and conditions of this SDG User Agreement conflict with any Laws, or if such provisions are found to be invalid by a court of competent jurisdiction, then such provisions shall be deleted and the remainder of this SDG User Agreement shall survive and be construed to give full force and effect to the remaining provisions hereof.


This SDG User Agreement shall be governed by and construed in the accordance with the laws in force in the Province of Alberta.


All sections and terms of this SDG User Agreement shall survive the expiration or other termination of this SDG User Agreement.


Neither this SDG User Agreement, or any of the rights or access under it, are assignable by Subscriber. SDG may assign its rights and obligations under this Agreement, without the consent of Subscriber, and upon notice of the assignment SDG shall be released of all obligations under this Agreement.


Subscriber’s access of the SDG Content is subject to Subscriber’s unconditional acceptance of and compliance with this SDG User Agreement. By providing your electronic acceptance of this SDG User Agreement you are agreeing to and accepting that you will be strictly bound hereby. If you do not agree to this SDG User Agreement, do not electronically accept or access the SDG Content. SDG reserves the right to modify this SDG User Agreement at any time without prior notice by posting such modifications to Steam. Your continued access or use of SDG Content after such modifications have been posted indicates your acceptance of, and agreement to be bound by, the SDG User Agreement as modified. You acknowledge and agree that it is your responsibility to review the most up-to-date version of the SDG User Agreement, and by accessing and/or using the SDG Content you are agreeing to and accepting the SDG User Agreement, as amended.


Please find below the non-binding Quick Summary of the terms of the SDG User Agreement. Again, the below does not form part of the SDG User Agreement, is not legally binding and should not be relied on in any instance.

1. The SDG User Agreement builds on the Steam Agreement. It addresses matters between you and SDG.
2. SDG is not responsible for Steam.
3. SDG puts games and related content on Steam. You can use the SDG Content on Steam for their intended purposes (like playing) but not for bad purposes (like hacking/cheating) as long as you comply with the other requirements of the SDG User Agreement.
4. You can upload custom content for our games to Steam. You’re responsible for what you upload and will protect SDG for any issues that arise.
5. We welcome your suggestions about our games but you should only provide suggestions you have the right to provide and that you are happy with using to improve the games. SDG ultimately gets to decide if the suggestions are used.
6. You’re responsible, and take on the risk, for any personal information you share online.
7. You’re responsible for what you say in-game and it can’t be harmful.
8. SDG is not responsible for the risk involved with your engagement with Third Party Content.
9. You won’t share your password.
10. You’re responsible for keeping access to your account secure and are responsible for what is done on your account, even if not by you.
11. We don’t offer a warranty.
12. You won’t sue us and will protect SDG Group if someone else sues because of your actions.
13. SDG Group’s liability for any Claims is capped.
14. Any information you gain through playing the games must be protected and used only as permitted.
15. We created the games and have rights to them and you won’t challenge those rights.
16. If you break the rules, we have some options for penalties.
17. If you need to provide us a notice, you can email us.
18. We are each independent and the SDG User Agreement doesn’t make one of us responsible for the ordinary responsibilities of the other.
19. You agree the terms of the SDG User Agreement are reasonable to get access to the game.
20. These are the only terms between you and us regarding accessing SDG Content on Steam.
21. We can update the SDG User Agreement.
22. If we need to remove part of the SDG User Agreement, the rest of the SDG User Agreement lives on.
23. We’re based out of Alberta, so Alberta law applies to the SDG User Agreement.
24. The SDG User Agreement terms still apply after termination.
25. You rights as a Subscriber are personal and can’t be assigned. If SDG is taken over by someone else, they would continue the SDG User Agreement in our place.
26. By using the SDG Content, you agree to the terms of the SDG User Agreement.