Limited Game Tournament Licenses

This Limited Game Tournament License (the "Agreement") contains the terms and conditions under which Valve Corporation ("Valve") grants to the applicant completing the signup form ("You") a license to use and display certain Valve software titles in connection with the off-line tournament described in the completed signup form (the "Tournament").

(1) Licenses. Valve grants to You a non-exclusive, non-transferable, limited, fully-paid-up, royalty-free license ("License") to use and display the software title[s] identified by you in the signup form (the "Game(s)") for inclusion in the Tournament. The License shall include the following activities: (a) operate and use the Game(s) during the Tournament; (b) publicly display and publicly perform the Game(s) during the Tournament in a live Tournament venue; (c) live online transmission or broadcast of the Tournament via free web-based video streaming services (e.g. Twitch); (d) record all Tournament games, and distribute and sublicense such recording for later private linear viewing via free web-based video streaming services; and (e) promote the use of the Game(s) in connection with the Tournament. You may only use copies of the Game(s) that you have properly acquired and licensed, at retail or via Valve's Steam distribution system. Any tv broadcast including more than 4 minutes of gameplay footage is subject to prior written approval by Valve.

(2) Permitted to Refer to Tournament. In consideration for licensing the Game(s), You agree that Valve may (i) make information regarding the Tournament publicly available and (ii) refer to the Tournament in Valve marketing and promotional materials, and communications to end users of Valve products.

(3) Tournament Restrictions. The license granted to You in Section 1 is conditioned upon the following restrictions:

• (a) The Tournament must occur within one hundred and eighty (180) days of the date Valve notifies You in email of its acceptance of Your application.
• (b) You shall not use or permit the use of illegal copies of the Game(s). Except as may otherwise be set forth in this Agreement, all use of the Game(s) will comply with the End User License Agreement or Steam Subscriber Agreement, as applicable, that accompanies such Game(s).
• (c) The physical location of the Tournament (if it is not purely online) shall be limited to the location identified in the signup form.
• (d) You will be limited to no more than four (4) tournaments per month.
• (e) The Tournament will include no more than one thousand (1,000) participants.
• (f) The duration of the Tournament will be no longer than one hundred and eighty (180) sequential days.

(4) Term and Termination. This Agreement will be effective as of the Effective Date, and will continue in effect until the scheduled end of the Tournament, unless earlier terminated as follow. Either party may terminate this Agreement with or without cause upon 10 (10) days’ prior written notice to the other party.

(5) Warranties. You warrant that all copies of the Games used during the Tournament are validly licensed from Valve and that You will not use or permit the use of pirated or illegal copies of the Game(s). You further warrant that the Tournament will be promoted and operated in accordance will all applicable laws.

VALVE MAKES NO WARRANTIES REGARDING ANY GAMES OR MATERIALS LICENSED HEREUNDER, INCLUDING THE VALIDITY OF VALVE’S RIGHTS IN ANY COUNTRY, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

(6) Limitation of Liability. You acknowledge that Valve will not be liable for any special, incidental, consequential, or punitive damages incurred by You or any third party.

(7) Indemnity. You agree that you will defend, indemnify, and hold harmless Valve, its licensors, and their respective officers, directors, employees and agents against any and all claims, damages, losses, or liabilities whatsoever arising out of or relating to the Tournament.

(8) Other. This Agreement shall be governed by the law of the state of Washington, U.S.A., and all parties consent to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney's fees. In exercising the License and otherwise performing under this Agreement, You agree to comply with all applicable laws, regulations, ordinances and statutes, including, but not limited to, the import/export laws and regulations of the United States and its governmental and regulatory agencies (including, without limitation, the Bureau of Export Administration and the U.S. Department of Commerce) and all applicable international treaties and laws. Further, You agree to pay any sales tax, tariffs, duties and other taxes applicable to Your exercise of the License or other performance under this Agreement. This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.