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” will mean individual esports athletes who engage in the Game(s).

1.2. “Broadcast Term” will mean in perpetuity unless terminated in accordance with Section 6 below.

1.3. “Game(s)” will mean software title(s) identified by Licensee in the signup form for inclusion in the Tournament.

1.4. “Team(s)” will mean organized teams of Athletes.

1.5. “Territory” shall have the meaning defined in the signup form.

1.6. “Third-Party Events” will 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 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). “Intellectual Property Rights” means any and all rights to patents, designs, trademarks, service marks, trade secrets, copyrights, databases, know-how, technology, secret formulae and processes and all other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may exist anywhere in the world.

2. Licenses

2.2. Sublicensing. Only the Tournament Video Broadcast and Distribution License (Section 2.1(d) above) may be sublicensed to third parties (“Sublicensees”). Licensee will impose the same limitations and obligations on its Sublicensees that it is subject to under this Agreement; including, but not limited to, to the rules on IP usage and sponsorships provided below. Licensee will be solely responsible to Valve for the compliance of its Sublicensees with the terms of this Agreement, and will indemnify, defend and hold Valve harmless from liabilities arising out of any claim based on a breach of the terms of this Agreement by any Sublicensee.

2.3. No Virtual Items or Merchandise. For the avoidance of doubt, none of the licenses granted herein will include the right to issue non-fungible tokens or other tradable virtual or physical items (e.g., merchandise) that include Valve IP.

2.4. Restrictions. The licenses granted to Licensee herein to operate, promote, produce Tournament Videos, and broadcast and distribute the Tournament via video in any medium (including any rebroadcasts), are subject to the following restrictions:

1. Content. Sponsorship messages and marketing materials must focus only on the Tournament and not the Game in general. Licensee must not use, merchandise, or otherwise exploit the Game (in whole or in part) or Valve Intellectual Property (in whole or in part) including, but not limited to, characters, storylines, graphics, soundeffects, music or any other intellectual property right contained in or connected to the Game in any way whatsoever other than as expressly permitted in this Agreement.
2. Relationship with Valve. Licensee must not use terms such as “official”, “authorized” or similar language,in conjunction with the Tournament, that in any way indicates or creates the impression that the Tournament is endorsed or affiliated with Valve.Licensee must not use the Game or Valve Intellectual Property in any manner that is or may reasonably be perceived as derogatory to the video game industry, to Valve, or to any product produced or distributed by Valve.
3. No Cross-Over. Licensee must not combine third-party Intellectual Property with Valve IP (e.g. the inclusion of a sponsor’s item or mascot, or the dressing up of characters from the Game with sponsor symbols).
4. Compliance. Licensee must not distribute any material that is illegal or that promotes goods, services or activities that are illegal in any territories or portions of territories at which the material is targeted. In particular, and without limiting the above, any sponsorship message from the betting industry is only acceptable if: (i) the betting operator that is being advertised is officially licensed by the applicable authorities in the portions of the territories targeted by the Tournament; or (ii) the betting operator that is being advertised is explicitly permitted under applicable law within certain Territories by virtue of a foreign betting license. Territories will be considered targeted if their official language is offered as an officially licensed video feed and they are not subject to a geo-block.
5. IP Protection. Licensee must not distribute or display, including on team jerseys or in any other content that may be visible during the broadcast, any content or material that either violates Valve IP or the terms of the Steam Subscriber Agreement (for example, game case opening sites or skin trading sites). Licensee shall not permit any content that violates Valve IP or the terms of the Steam Subscriber Agreement (e.g., logos on player jerseys) to appear in any broadcasts of the Tournament. Licensee will not accept sponsorships from sponsors that generate revenue through activities that violate applicable Valve agreements or violate local law or rely on Valve's game economies. This includes, but is not limited to, key resellers or companies that interact with players' Valve game inventories.

2.5. Ownership. Licensee acknowledges Valve’s sole ownership of the Game(s) and Valve IP and all associated goodwill. Nothing in this Agreement or in the performance hereof, or that might otherwise be implied by law, will operate to grant Licensee any right, title, or interest in the Game(s) or Valve IP. Licensee’s use of the Game(s) and Valve IP will inure solely to the benefit of Valve. Licensee hereby assigns and will assign to Valve in the future all rights it may acquire by operation of law or otherwise in the Game(s) or Valve IP, along with any goodwill associated therewith.

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 will not file or register trademarks, other intellectual property registrations, internet domains or social media handles that include elements of Valve IP (“Infringing Registrations”). Licensee will transfer any Infringing Registrations to Valve promptly upon request.

3.4. Game Integrity and Anti-Cheating Measures. 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 alternative anti-cheat software that is at least as robust as VAC and meets or exceeds industry standard anti-cheating software standards, 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. Licensee will prohibit any of its employees and contractors from betting on any aspect of the Tournament. Likewise, Licensee will, in its agreements with participating Team(s), prohibit Athletes or other Team members or employees from betting on any matches in Tournament(s) that their Team(s) participate in. If Licensee employs 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 will ensure that such activity only takes place when and if the Game client application is operated in the appropriate mode in order to avoid the user receiving an anti-cheat ban from Valve.

3.5. Tournament Operation Rules; Additional Rules per Game Title.

1. Non-Exclusivity. Licensee undertakes not to engage in direct or indirect agreements with Teams, rosters, or Athletes that would artificially restrict their ability to take part in other Tournaments. Licensee is free to restrict an Athlete’s participation in other Tournaments while the affected Athlete is on location at a Tournament’s LAN event and within the published date boundaries of the Tournament.
2. Non-Discriminatory Treatment of Athletes. Any agreement between Licensee and Athletes needs to be non-discriminatory and identical for all Athletes. In particular, if Licensee is going to share revenue or otherwise provide financial support, then such support must be equivalent for all Athletes or otherwise determined by an objective KPI that is applied equally to all Athletes. Such support must be accessible by all Athletes, determined by performance in the Tournament or another objective merit-based KPI related to the Tournament (e.g. viewership numbers of matches involving the respective Athlete). Regardless of any agreements between Licensee and Athletes that pertain to compensation, all Athletes of the same stage of the Tournament will receive equal treatment in all aspects of the event. This includes but is not limited to accommodations, allowances, venue access, privileges, practice facilities, preparation time, and technical support. Provisions for Athletes must be identical in quality, duration, and availability.
3. Game-Specific Rules. Without limiting the foregoing, 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 located at:counter-strike_rules_and_regs/tournament-operation-requirements.md at main · ValveSoftware/counter-strike_rules_and_regs · GitHub (“Rules URL”) and are hereby made an integral part of this Agreement. Valve reserves the right to modify Game-Specific Rules in accordance with the process set forth in the Rules URL, or introduce new Game-Specific Rules for other Game(s) at its sole discretion.

3.6. Restrictions. Licensee may promote the Tournament and display and publicly distribute content and materials related to the Tournament, including marketing materials and messages from sponsors (collectively, “Materials”), subject to the following restrictions:

3.7. Financial Transparency, Reporting. Licensee must provide Valve with financial transparency in connection with this Agreement, including clear and accurate prize pool distribution and timely payment to winners, talent and contractors. If requested by Valve, Licensee will provide Valve with:

1. Revenue and funding sources;
2. List of attending Teams, including disclosure of any business affiliations or cooperations with Teams, if applicable (e.g. shared ownership, Team equity in Tournament, joint ventures outside of the Tournament(s));
3. Player and viewer attendance numbers at the Tournament(s);
4. 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;
5. A comprehensive and updated list of Sublicensees for the broadcast rights issued under Section 2.1 above; and
6. 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 Materials or Tournament Videos 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. Indemnification

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 any third party claims whatsoever, and whenever brought (including claims of copyright infringement or right of privacy or publicity), directly or indirectly arising from or related to: (a) Licensee’s breach of this Agreement; (b) Licensee’s use or misuse of the Game(s) or the Valve Intellectual Property; or (c) the Tournament(s), including but not limited to any failure by Licensee to comply with applicable law, properly pay any prize recipients or to comply with Licensee’s withholding, reporting and tax payment obligations hereunder.

6. Term and Termination

6.1. Term. 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.

6.2. Termination. 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. General

7.1. Governing Law. This Agreement is governed by the laws of the State of Washington, U.S.A., and Licensee consents to exclusive jurisdiction and venue in the state and federal courts sitting in King County in the State of 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 will be entitled to recover its costs, including reasonable attorneys’ 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.