Steam/Valve Subscription terms for licensed CYBERCAFE operators.

[Mario]

Steam/Valve subscription terms for licensed CYBERCAFE operators. (November 2009)

SUBSCRIPTION TERMS FOR LICENSED CYBERCAFE OPERATORS

If you are a Cybercafé operator and use Steam as part of the Valve Cybercafe Program, these terms and conditions supplement and are incorporated into your Steam Subscriber Agreement (the “Agreement”) and apply to your use of Steam at your Cybercafé.

1. Definitions.

A. “Cafe Administration Client” means client software provided by Valve that allows a client computer to communicate with the Café Administration Server Software and/or Valve’s administration and billing system for Licensed Cybercafé Operators.

B. “Cafe Administration Server” means a computer server, physically located at a Site, on which Cafe Administration Server Software is installed.

C. “Cafe Administration Server Software” means software provided by Valve that communicates with Valve’s administration and billing system for Licensed Cybercafé Operators and allows a Licensed Cybercafé Operator to manage their Accounts and Users’ access to Subscriptions at a Site.

D. “Pre-Paid Minutes” means minutes for use under a Time Subscription for which you have paid prior to use.

E. “Seat Subscription” means a Subscription permitting access via Steam to a designated collection of software, services and content for a designated period of time (e.g., monthly) and which you procure either (i) via a key code that you purchased from Valve or a Valve-authorized Cybercafé reseller or (ii) as part of an Account established for you by Valve or a Valve-authorized Cybercafé reseller that is purchased from Valve or a Valve-authorized Cybercafé reseller.

F. “Site(s)” means the physical location(s) of a Cybercafé owned and operated by you at which you are using active Cybercafé Subscriptions.

G. “Time Subscription” means a Subscription under which you pay Valve or a Valve-authorized Cybercafe reseller for the number of minutes during which any User access such Subscription, except those computers accessing Steam via an Time Subscription or pursuant to Section 2(A)(5).

H. “User” means an individual customer of a Cybercafé.

I. “Xbox Version” means a version of any Subscription content designed to operate on a Microsoft Xbox console.

J. Other initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

2. Cybercafé Use License Grants.

Licensed Cybercafé Operators are given the option to manage their Subscriptions either (1) on a Cafe Administration Server for concurrent Users or (2) on individual computer stations on a “per seat” basis, in either case only in accordance with the provisions set forth below in this Section 2. Licensed Cybercafé Operators that elect to manage their Subscriptions on a Cafe Administration Server are also given the right, as set forth below, to permit any User that has a personal Account to access their Subscription(s), through such User’s own account, on any computer station located at the Site(s) where such Cafe Administration Server is in use. Regardless of the licensing option chosen, a Licensed Cybercafé Operator is given the right, as set forth below, to commercially exploit separately purchased Xbox Versions at the Site(s), up to the number of active Seat Subscriptions held by the Licensed Cybercafé Operator for such Site(s).

A. Concurrent Use on Cafe Administration Server. If you have elected to manage your Subscriptions on a Cafe Administration Server for concurrent Users, then Valve hereby grants to you, during the Term and subject to all the terms and conditions of this Agreement, a limited, non-exclusive, terminable and nontransferable license to:

(1) install the Cafe Administration Server Software on one Cafe Administration Server at a Site,

(2) use the Cafe Administration Server Software to manage concurrent use at the Site(s) as described in Section 3, and to otherwise use the Cafe Administration Server Software for your internal business purposes consistently with any online documentation provided therewith and in accordance with this Agreement;

(3) reproduce and use the Steam Installer and the Café Administration Client Software to install the Steam client and the Café Administration Client Software on an unlimited number of computer stations (provided that such computer stations are located at the Site(s) where the Cafe Administration Server is in use);

(4) access and use, and permit others to access and use, Steam and the Subscriptions concurrently as described in Section 3; and

(5) provide access, on a commercial basis, to individual Users, who have their own properly licensed Subscriptions for personal use, to access their Accounts and use their Subscriptions at the Site(s).

B. “Per Seat” License for Individual Computer Station. If you have elected to manage your Subscriptions on a “per seat” basis on individual computer stations, then Valve hereby grants to you, during the Term and subject to all the terms and conditions of this Agreement, a limited, non-exclusive, terminable and nontransferable license to reproduce and install the Steam Installer only on the number of computer stations corresponding to the number of active Seat Subscriptions held by you (provided that such computer stations are located at the Site(s) at all times during the Term), and to use and permit others to access use the Seat Subscriptions on such computer stations. Additionally, if your Cybercafé is authorized to access a Time Subscription, Valve hereby grants to you, during the Term and subject to all the terms and conditions of this Agreement, a limited, non-exclusive, terminable and nontransferable license to reproduce and install the Steam Installer and Café Administration Client on an unlimited number of computer stations at the Site for use with the Time Subscriptions, and to use and permit others to access and use the Time Subscriptions on such computer stations.

C. Xbox Use. Valve hereby grants to you, during the Term and subject to all the terms and conditions of this Agreement, a limited, non-exclusive, terminable and nontransferable license to use and permit others to use, on Xbox gaming consoles located at the Site(s), up to the number of Xbox Versions equal to the number of active Seat Subscriptions held by you. You are solely responsible, and Valve has no responsibility whatsoever, for acquiring the Xbox Versions and equipment necessary for you to use Xbox Versions at the Site(s), including without limitation Xbox consoles.

D. Public Performance. Valve hereby grants to you, during the Term and subject to all the terms and conditions of this Agreement, a limited, non-exclusive, terminable and nontransferable license to publicly perform and display the audiovisual elements generated by Steam and the Subscriptions at the Site(s).

E. No Trademark License. This Agreement does not include any license of Valve trademarks to you. You may however make reference to Valve products that are available at a given Site, as otherwise permitted by applicable trademark law. You agree that Valve is the sole owner of the trademarks and service marks relating to Steam or a Subscription.

3. Subscription Use.

To use the Subscriptions, you must obtain active Seat Subscriptions and/or Time Subscriptions directly from Valve or a Valve-authorized Cybercafé reseller and in at least the minimum number required by Valve for each Licensed Cybercafé Operator’s Site. You understand that Valve may terminate your Subscriptions and Accounts at any time pursuant to the Agreement and that you therefore should maintain your account in good standing.

If you have elected to manage your Subscriptions on a Cafe Administration Server for concurrent Users, the Café Administration Server Software will assign Subscriptions to Users as follows, and you will not use the Subscriptions or Café Administration in any manner that conflicts with or interferes with the following: (1) the Café Administration Server Software will assign your Seat Subscriptions to Users until the number of concurrent Users exceeds the number of your active Seat Subscriptions; (2) when all Seat Subscriptions have been assigned, the Café Administration Server will assign Time Subscriptions to each additional User; and (3) when the total number of minutes during which Users have accessed Steam via Time Subscriptions exceeds the number of Prepaid Minutes, the Café Administration Server will disable access to Steam via Time Subscriptions, unless you are authorized by Valve to use Time Subscriptions on a non-prepaid basis, in which case Valve will track the number of minutes that Steam is accessed via your Time Subscriptions and Valve or a Valve-authorized Cybercafé reseller will invoice you for such use and/or charge your pre-authorized payment method (e.g. credit card on file).

4. Support and Maintenance.

A. You are responsible for all technical and customer support of your Users using the Subscriptions.

B. Valve may from time to time during the Term, in its sole discretion, provide modifications, updates, error corrections, and enhancements of a Subscription and Steam through delivery of tangible media, download from an Internet site, or directly via Steam Software. Upon receipt by you, such updates, error corrections, and enhancements will be deemed part of the Subscription or Steam, as the case may be, under this Agreement. You will ensure that any such modifications, updates, error corrections, and enhancements are promptly reflected in the versions of Steam Software installed on computer stations at the Site(s).

5. Site Inspection.

During the Term, you agree to permit Valve and/or its authorized agents to reasonably inspect the Site(s) and the computer stations located at the Site(s) for the purpose of verifying that your use of Steam, the Cafe Administration Server Software, the Café Administration Client and the Subscriptions is in compliance with this Agreement. Any Site inspection under this section will be conducted during regular business hours at the Site(s). You agree to provide Valve’s designated Site inspection team prompt and reasonable access to the Site(s) and all computers located at the Site(s).

6. Warranties.

You represent and warrant to Valve that: (1) you will comply with all laws, regulations, ordinances and statutes applicable to your performance hereunder, including, but not limited to, the import/export laws and regulations of the United States and its governmental and regulatory agencies and all applicable international treaties and laws; (2) you will pay all sales tax, tariffs, duties and other taxes applicable to your performance under this Agreement; and (3) this Agreement has been duly authorized and executed by you and constitutes a valid, binding and enforceable agreement. Without limitation, you expressly agree that you will not export, directly or indirectly (including via remote access), re-export, divert, or transfer the Cafe Administration Server Software, Café Adminstration Client, Subscription content or Steam, or any product or technology incorporating all or part of the Subscription content or Steam to any destination, company or person restricted or prohibited by applicable end-user, end-use and destination restrictions.