Limited Game Tournament License

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 (“Licensee”) a license to use and display certain Valve software titles in connection with the esports tournament described in the completed signup form (the “Tournament”).

1. Definitions

1.1. “Athletes” shall mean individual esports athletes who engage in the Game(s).
1.2. “Broadcast Term” shall mean in perpetuity unless terminated in accordance with section 6. below.
1.3. “Game(s)” shall mean software title(s) identified by Licensee in the signup form for inclusion in the Tournament.
1.4. “Team(s)” shall mean organized teams of Athletes.
1.5. “Territory” shall have the meaning defined in the signup form.
1.6. “Third-Party Events” shall mean esports events organized by entities other than Licensee.
1.7. “Tournament Operation Term” shall mean the official dates of operating the Tournament as defined in the signup form unless terminated in accordance with section 6. below.
1.8. “Valve Intellectual Property” or “Valve IP” means the trademarks, copyright or other forms of intellectual property rights associated with or manifested within the Game(s), including logos, heroes, artwork, sounds and voiceover or other content included with the Game(s).

2. Licenses

2.1. License Grant. Valve hereby grants to Licensee the following royalty-free, revocable, non-transferable, non-exclusive licenses:
(a) Tournament Operation License; meaning the license to use and display the Valve IP to the degree necessary to operate the Tournament(s) in the Territory during the Tournament Operation Term. This License only covers the Game(s) in the unmodified and then-current form distributed on Steam using their default maps, models, textures and sounds unless modifications to the Game(s) are expressly approved in writing by Valve.
(b) Tournament Promotion License; meaning the license to use and display the Valve IP to promote the Tournament(s) worldwide before and during the Tournament Operation Term.
(c) Tournament Video Production License; meaning the license to produce audiovisual content worldwide that includes Valve IP and promotes or reports on the Tournament(s) (“Tournament Videos”) before and during the Tournament Operation Term.
(d) Tournament Video Broadcast and Distribution License; meaning the license to broadcast and make available to the public worldwide Tournament Videos during the Broadcast Term using via free web-based video streaming services (e.g. Twitch). For the avoidance of doubt, the Tournament Video Broadcast and Distribution License does not include paywalled offerings or linear terrestrial, satellite or cable tv broadcast.
2.2. Sub-licensing. Only the Tournament Video Broadcast and Distribution License (section 2.1(d) above) may be sublicensed to third parties (“Sub-Licensees”). Licensee will impose the same limitations and obligations on its Sub-Licensees that it is subject to under this Agreement; including, but not limited to, to the rules on IP usage and sponsorships provided in section 3 below. Licensee shall be responsible to Valve for the compliance of Sub-Licensees with the terms of this Agreement.
2.3. No Merchandise, no Virtual Items. For the avoidance of doubt, none of the licenses granted herein shall include the right to create physical merchandise using the Valve IP nor to issue non-fungible tokens or other virtual items that include Valve IP.

3. Licensee Obligations

3.1. Binding Proposal. Licensee will organize and operate the Tournament(s) as defined in the advance information provided in the signup form. Any inaccurate statements provided as part of the signup form shall render the licenses granted under section 2.1 of this Agreement null and void.
3.2. Operation of Tournament. Licensee is solely responsible for the administration, promotion, operation, support, and all other aspects of the Tournament(s). Licensee must adhere, and make reasonable efforts to ensure that all participants in the Tournament adhere, to all applicable local, regional, and national laws and regulations, including but not limited to intellectual property rights, labor laws, taxation, health and safety regulations and data protection.
3.3. Intellectual Property. Licensee will use and reproduce the Valve IP licensed hereunder in accordance with such usage guidelines as Valve may choose to provide to Licensee. Licensee shall not file or register trademarks, other intellectual property registrations, internet domains or social media handles that include elements of Valve IP (“Infringing Registrations”). Licensee shall transfer any Infringing Registrations to Valve upon request.
3.4. Game Integrity and Anti-Cheating Measures.
(a) Licensee must implement robust anti-cheating measures to ensure fair play and maintain the integrity of the game. This includes using Valve Anti-Cheat (“VAC”) or other approved anti-cheat software, monitoring player behavior, investigation of any reports of cheating or suspicious activities and reporting substantial suspicions to Valve as well as to a competent authority, to the extent the Tournament is governed by that authority.
(b) Licensee shall prohibit any of its employees and contractors from betting on any aspect of the Tournament. Likewise, Licensee shall in its agreements with participating Team(s) prohibit Athletes or other Team members or employees from betting on any aspect of any Tournament that their Team participates in.
(c) If Licensee should decide to employ an anti-cheating solution or other software that interferes with the execution of the Game(s), such as by injecting code into the running application process, Licensee shall ensure that such activity on only takes place when and if the game client application is operated in the appropriate mode in order to avoid the user receiving a VAC ban from Valve.
3.5. Additional Rules per Game Title.
(a) Licensee will abide by the official supplementary per-title rules as issued by Valve in their then-current version (the “Game-Specific Rules”). For Counter Strike Tournament(s) the Game-Specific Rules applicable at the time of signing this Agreement are made available on Github and are hereby made an integral part of this Agreement.
(b) Valve reserves the right to modify Game-Specific Rules or introduce new Game-Specific Rules for other Game(s) at its sole discretion. Valve will notify Licensee of such updates or new introductions of Game-Specific Rules at least one (1) month prior to the effective date of such changes. Any changes or modifications to the Game-Specific Rules notified by Valve as above will become a part of this Agreement and binding on Licensee as of their effective date. Continued operation of the Tournament(s) by Licensee subsequent to the effective date of the changes shall be deemed acceptance of the updated Game-Specific Rules.
3.6. Sponsorships and Marketing Cooperations.
(a) Messaging. Sponsorship messages and marketing materials shall focus on the Tournament and not the Game in general.
(b) No Cross-Over. Any promotional material and/or Tournament videos that combine third-party intellectual property with Valve IP (e.g. the inclusion of a sponsor’s item, logo or mascot embedded in gameplay or the dressing up of characters from the game with sponsor symbols) is not permitted.
(c) Compliance. Licensee shall not distribute any sponsorship message or other communication that is illegal or promotes goods, services or activities that are illegal in the territories at which the sponsorship message is targeted and/or in which the Tournament occurs. In particular, and without limiting the above, any sponsorship message from the betting industry is only acceptable if the advertised service is officially licensed by the competent state authorities of each and every territory from which the sponsor’s services can be used (i.e. all territories that are not subject to a robust geo-block).
(d) IP Protection. Licensee shall not distribute any sponsorship messages that are in violation of Valve IP or the terms of the Steam Subscriber Agreement (e.g. game case opening sites or skin trading sites).
3.7. Financial Transparency, Reporting. Licensee must provide financial transparency, including clear and accurate prize pool distribution and timely payment to winners, talent and contractors. If requested by Valve, Licensee will provide Valve with:
(a) List of attending teams, including disclosure of any business affiliations or cooperations with teams, if applicable (e.g. direct or indirect shared ownership, team equity in Tournament, joint ventures outside of the Tournament(s))
(b) player and viewer attendance numbers at the Tournament(s);
(c) general viewership information for the Tournament Video(s), comparable to the information provided to sponsors and advertising partners, including, without limitation, territories, languages and viewership numbers;
(d) a comprehensive and updated list of Sub-Licensees for the broadcast rights issued under section 2.4 above,
In case of online streaming of Licensee’s programs, Licensee will provide Valve with instructions on how to access this content. Should access be controlled by a paywall or other kinds of DRM, Licensee will make available to Valve one free user account for the duration of the Term
3.8. Production of Copies and Samples. Upon Valve’s request, Licensee will provide to Valve digital copies of any and all Licensee promotional materials (2.2 above) or Tournament Videos (2.3 above) using or incorporating the Valve IP.

4. NO WARRANTIES, LIMITATION OF LIABILITY

4.1. LICENSEE ACCEPTS THE GAME(S) AND THE VALVE IP LICENSED HEREUNDER ON AN AS-IS BASIS. VALVE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE HEREUNDER, THE GAME(S), THE VALVE IP, OR ANY LICENSE GRANT HEREUNDER, INCLUDING WITH RESPECT TO THE VALIDITY OF VALVE’S RIGHTS IN ANY COUNTRY, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
4.2. IN NO EVENT WILL VALVE BE LIABLE TO LICENSEE FOR LOST PROFITS, LOST REVENUES, BUSINESS INTERRUPTION OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

5. Indemnity

Licensee will indemnify, defend, and hold harmless Valve, and its parents, subsidiaries, agents, independent contractors, representatives, associates, and the officers, directors, assigns and licensees, and employees of each of them from and against all losses, costs, damages, judgments, liabilities and expenses (including without limitation attorney’s fees) arising from all third party claims whatsoever, and whenever brought (including claims of copyright infringement or right of privacy or publicity), which may be: (i) based directly or indirectly upon Licensee’s use of the Game(s) or the Valve IP; (ii) directly or indirectly connected with the Tournament(s), including but not limited to any failure by Licensee to properly pay any prize recipients or to comply with Licensee’s withholding, reporting and tax payment obligations hereunder or (iii) breach of this Agreement.

6. Term and Termination

This Agreement will be effective as of Valve’s acceptance of the submission by Licensee, and will continue in effect until the end of the Tournament Operation Term.
Either party may terminate this Agreement with or without cause upon ten (10) days’ prior written notice to the other party. This termination right exists without prejudice to any other right or remedy that may be available to Valve including, without limitation, the right to seek to enjoin the use or display of the Game(s) or other Valve IP. In particular, in case of a breach of the terms of this agreement by Licensee, Valve may terminate the agreement without notice.
For the avoidance of doubt, Section 2.1(d) shall survive the expiration of this Agreement unless expressly terminated by Valve. Sections 2.3, 3, 4, 5, 6 and 7 shall survive termination or expiration of this Agreement for any reason.

7. Other

7.1 Governing Law. 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, except that in a legal proceeding brought by Valve, Valve may instead choose jurisdiction at the place of establishment of Licensee. 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.
7.2 Entire 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.