[ESEA] Team League - Page 12

BLIZZARD ENTERTAINMENT ONLINE TOURNAMENT AGREEMENT
Date: November 3, 2010

To: Starcraft 2 League, www.scleague.net with an address at ************ (“You”)

Subject: Blizzard’s Approval of your request to host an online tournament

1. Grant of Tournament License. With regards to your request to host a tournament on the Battle.net® service that features Blizzard’s StarCraft® II: Wings of Liberty™ software (the “Game”), Blizzard Entertainment, Inc., a Delaware corporation (“Blizzard”), hereby grants, to you the a non-exclusive, royalty free, non-transferable, license and right to use and display the Game for an online tournament subject to Your adherence to the following terms and conditions: (a) The Tournament must be free to enter; (b) You may not charge any fees of any kind to watch the Tournament; (c) You may not accept advertising revenue of any kind in association with your hosting of the Tournament, nor can you accept funds or prizing from sponsors of the Tournament in excess of $5,000.00 USD in the aggregate for all Tournament sponsors; (c) The Tournament must be limited to 500 players or less; (d) You shall not alter or modify any part of the Game for any reason; (e) You may hold the Tournament in any country other than the Republic of Korea; and (f) it must be a requirement for your tournament that all entrants in the Tournament must be adults in their country of residence, or minors over the age of 13 with written permission from their parents to participate in the Tournament. You understand and agree that You will responsible for all aspects of the Tournament, including without limitation: (a) drafting of all rules, policies, and procedures which will govern the Tournament (the “Rules”); (b) ensuring that all entrants are fully informed of the Rules; (c) awarding all prizes to the winners of the Tournament; (d) securing the receipt all applicable government approvals, licenses and permits necessary to organize the Tournament and exercise any and all of the rights granted to You by Blizzard hereunder; and (e) avoiding any deceptive, misleading or unethical trade practices
2. Use of Blizzard’s Trademarks. Additionally, Blizzard hereby grants, and You hereby accept, a limited, royalty free, non-exclusive license to utilize the Blizzard’s trademarks, logos, and copyrighted content associated with the Game in advertisements, posters, flyers, and websites related to the Tournament, subject to Your adherence to Blizzard’s Trademark and Copyrighted Content Acceptable Use Guidelines, available at http://us.blizzard.com/en-us/company/about/termsofuse.html. Note that you may not issue a press release using Blizzard’s name, trademarks or referencing the Game without Blizzard prior approval. Should you wish to have Blizzard review your proposed press release, you may email your request to [email]pr@blizzard.com[/email].
3. Ownership. Blizzard Entertainment owns and shall retain all proprietary rights in the Game and the Blizzard Intellectual Property, and You agree that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of Blizzard Entertainment’s rights in Game and/or the Blizzard Intellectual Property (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Game). Blizzard Entertainment shall own all proprietary rights in all Marketing Materials that contain Blizzard Intellectual Property.

4. Representations, Warranties, and Indemnity. You hereby represent and warrant that: (i) You have the full right and power to enter into this Agreement; (ii) You have the necessary rights to host the Tournament; and (iii) You will comply with all laws related to its performance hereunder. You agree that you shall defend, indemnify and hold harmless Blizzard, and its affiliated companies (including, without limitation, Blizzard) and their respective employees, directors and officers from and against any and all expenses, judgments, awards, fines, and fees (including reasonable attorneys’ fees) solely with respect to any third party claims or actions brought against them which claims or actions arise out of the Tournament or any breach or alleged breach of any of Your representations, warranties or obligations hereunder. The obligations described in this section shall survive the termination or expiration of this Agreement.
5. Term. This Agreement shall commence on the date that the license is sent to you at your email address and thereafter shall remain in effect (unless and until earlier terminated as set forth in this Section) for one (1) year (the “Term”). Blizzard may terminate this Agreement immediately in the event that You: (a) commit a material breach any of representation, warranty or obligation made by You hereunder; (b) make or attempt any unauthorized assignment for the benefit of creditors, file any petition for reorganization, readjustment or rearrangement of Your business or affairs under the laws of any jurisdiction relating to relief of debtors, bankruptcy or insolvency; (c) suffer a receiver or trustee to be appointed for its business or property, or (c) discontinue Your business, or be adjudicated bankrupt or insolvent. In such an event, all rights granted under this Agreement to You shall immediately and automatically expire, and You shall cease all exercise of any rights granted under this Agreement, including without limitation the Tournaments and use of materials that use Blizzard’s trademarks or copyrighted content.
6. Miscellaneous. All costs, stamp duties, taxes and other similar levies arising from or in connection with the conclusion of this Agreement shall be borne by You. Neither party shall be liable for any delay in the performance of its duties or responsibilities contained herein that result from any cause beyond its reasonable control or caused by acts of God, acts of civil or military authorities, fires, strikes, floods, epidemics, governmental rules or regulations, terrorism, war, riot, delays in transportation or shortages. Blizzard’s relationship with You during the term of this Agreement will be that of an independent contractor. Failure to enforce any rights hereunder shall not constitute a waiver of those rights in the future or any other rights. If any provisions of this Agreement are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted, and the balance of this Agreement will be enforceable in accordance with its terms. This Agreement may not be modified or changed except by an instrument in writing executed by both parties. In the event of litigation between the parties hereto, the prevailing party shall be entitled to recover reasonable attorney’s fees in addition to other relief as the court may award. This Agreement shall be construed and enforced in accordance with the law of the State of California, except for its conflict of laws provision, and all legal actions related to this Agreement shall be filed in Federal or State court in Los Angeles, California. This Agreement contains the entire understanding between the parties with respect to the subject of this Agreement supersedes all previous written or oral negotiations, commitments and undertakings related thereto. Sections 3, 4, and 6 shall survive any expiration or termination of this Agreement.