Steam Workshop Contribution Agreement.

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Steam Workshop Contribution Agreement.

Contribution Agreement

This Contribution Agreement ("Agreement") is a legal document between you, the contributor (“You”) and Valve Corporation ("Valve"). It explains Your rights and obligations as a contributor to one or more Valve video games ("Valve Game(s)"). Please read it carefully. You must agree and accept to these terms as set out below: changes, additions and deletions are not acceptable.

1. Contributions

Valve accepts submissions of in-game items for Valve Game(s) ("Contribution(s)"). You may submit a Contribution pursuant to these terms and conditions.

The Contribution covered by this Agreement is the materials that you originally submit and any feedback or additional materials you submit in regard to those materials originally submitted.

2. License

You grant to Valve the following rights, which Valve may exercise or not in its sole discretion:

a. You grant to Valve a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable right and license to (a) use, copy, distribute, publicly display, publicly perform, modify, and create derivative works from Your Contribution in any media, (b) identify you as the source of the Contribution, and (c) sublicense these rights, to the maximum extent permitted by applicable law.

b. You retain the right to use the Contributions as You wish, even in the context of another game. However, this Agreement does not grant You any rights to Valve materials, and You may not make any use of the Contribution that is inconsistent with the rights You have granted to Valve herein. For example, You may not license the Contribution to a third party on an exclusive basis.

3. Payment

Valve may choose to distribute Your Contribution for free and/or for a fee. If Valve chooses to distribute Your Contribution for a fee, then Valve may set the price for such distribution in its sole discretion, and Valve will pay You as follows, conditioned on Your compliance with the obligations contained in this Agreement.

Beginning with the calendar month in which Valve first distributes a copy of the Contribution for a fee, Valve shall pay to You twenty-five percent (25%) of the Adjusted Gross Revenue (defined below) actually received by Valve from Valve’s distribution of the copy of the Contribution during the calendar month. To the extent that the payment calculation results in a negative amount, that negative amount will be carried forward and deducted from any future amounts otherwise payable by Valve hereunder. Valve will remit payment in accordance with Valve procedures, currently net 30 paid in full. Please note that Valve may change procedures in the future, for example requiring a minimum amount to accumulate before making a payment. You also acknowledge and agree that other users, and Valve itself, may create other works that are similar to Your Contribution(s), and that Valve’s payment obligations under this Section 3 only apply with respect to the distribution of actual copies of Your Contribution(s).

"Adjusted Gross Revenue" shall mean the gross revenue actually received by Valve from Valve’s distribution of a copy of the Contribution less the Applicable Adjustments (defined below).

"Applicable Adjustments" shall mean (a) actual costs incurred by or on behalf of Valve resulting directly from returns, discounts, refunds, fraud or chargebacks for copies of the Contribution; (b) Customer Taxes, if and only to the extent that any such Customer Taxes (defined below) have been included in the calculation of gross revenue earned.

“Customer Taxes” shall mean taxes that are imposed on a customer of Valve on the distribution, sale or license of copies of the Contribution (such as sales, use, excise, value-added and other similar taxes) that are received from such customer by Valve for payment to governmental authorities.

a. Information and Tax Forms Required: Valve requires certain information and tax forms for payment and tax purposes. You must supply all requested information to Valve for payment to be made.
b. Tax on Payments to You: If, pursuant to the applicable tax law, a tax is or reasonably could be imposed on Valve's payments to You as reasonably determined by Valve in good faith, then Valve may withhold from such payments the appropriate amount of taxes that are required to be withheld according to applicable law and remit such withholding to the relevant taxing authority, as reasonably determined by Valve in good faith. If any other taxes are due on amounts paid to You under applicable law, You will be responsible for paying them.
c. No Ongoing Duty to Charge Fee: In the event Valve chooses to charge a fee for distribution of Your Contribution, Valve shall have no duty to continue to charge any such fee and may discount the price of Your Contribution or distribute it for free.

4. Group Contributions; Bundling.

a. Group Contribution: You may submit a Contribution to which others contributed besides You (a “Group Contribution”) only if You identify all other contributors (“Contributors”) in the submission webform, provide their names and contact information, and specify revenue split percentages among the Contributors. Valve will contact the identified Contributors. All Contributors must confirm the Contribution, agree to and comply with this Agreement, confirm their personal information, and agree to the specified revenue split before Valve will accept the Contribution.
b. Revenue Splits for Group Contribution: Valve will remit amounts due under Section 3 for a Group Contribution to the Contributors in accordance with the revenue split percentages specified and approved by You and the other Contributors.
c. Bundling: Valve may bundle Your Contribution with other contributions and/or its own materials in its sole discretion. If Valve chooses to charge a fee for distribution of such bundles, Valve shall apportion the Adjusted Gross Revenue for all contributors to the elements making up the bundle in its sole discretion. Valve shall inform You of Your apportionment in the applicable monthly statement. For a Group Contribution, the apportionment for a Contribution included in a bundle will be divided among the Contributors pursuant to Section 4.b.

5. Representations and Warranties

You represent and warrant:

a. that You are free to enter into the Agreement, and that You have full legal power and authority to enter into this Agreement;
b. that the Contribution submitted pursuant to this Agreement was originally created by You (and, with respect to a Group Contribution, the other Contributors);
c. that the Contribution submitted pursuant to this Agreement does not infringe or violate any copyright, trade secret, trademark, or other proprietary or personal right held by any party other than You and (with respect to a Group Contribution only) the other Contributors; and
d. that the Contribution submitted pursuant to this Agreement does not violate any applicable contract, law or regulation.

6. No Obligation to Use

You understand and agree that Valve is not obligated to use, distribute, continue to distribute, or maximize revenues from the distribution of copies of the Contributions and reserves the right but not the obligation to restrict or remove the Contributions from Valve Game for any reason.

7. Entire Agreement; Amendments.

You agree that this Agreement constitutes the sole agreement between You and Valve relating to the Contributions and that, except as expressly set forth in this Agreement, there are no agreements, representation or warranties between You and Valve relating to the Contributions. You agree that Valve may amend the terms of this Agreement at any time in its sole discretion. If Valve amends the Agreement, such amendment shall be effective thirty (30) days after Valve posts the amended terms to http://steamcommunity.com/workshop/w...legalagreement. You can view the Agreement at any time at that location. If you don't agree to any amendment, your only remedy is notify Valve that you reject the amended terms by giving written notice at the following address: Valve Corporation, Attn: Legal Department, P.O. Box 1688, Bellevue, WA 98009. Your failure to given such notice within thirty (30) days after such amendments are posted will mean that you accept such amendments.

8. Consideration

You have submitted the Contributions voluntarily on the terms set forth in this Agreement. Except for the share of Adjusted Gross Revenue for paid distribution as described in Section 3, You agree that Valve’s consideration of Your Contribution is Your full compensation, and You are not entitled to any other rights or compensation in connection with the rights granted to Valve. You agree that this is adequate and sufficient consideration for the Contributions You are submitting and that Valve's decision regarding the form of any sourcing credit shall be final and binding.

9. Relationship

Neither Your submission of the Contribution nor Valve's use of it creates any confidential, fiduciary, agency, employment, joint venture, partnership or any other relationship or implied contract between You and Valve. Nothing in this Agreement will be construed to mean that any party is appointed or in any way authorized to act as an agent of the other party. This Agreement does not create any joint venture, partnership or formal business entity or organization of any kind.

10. Governing Law

The terms of this section may not apply to European Union consumers.
You agree that this Agreement shall be deemed to have been made and executed in the State of Washington, USA, and any dispute arising hereunder shall be resolved in accordance with the law of Washington. You agree that any claim asserted in any legal proceeding by You against Valve shall be commenced and maintained exclusively in any state or federal court located in King County, Washington, USA, having subject matter jurisdiction with respect to the dispute between the parties and You hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys' fees and expenses.