Exhibit 10.4


 


WEB PORTAL XBOX LIVE WEBSERVICES ADDENDUM


TO THE XBOX 360 PUBLISHER LICENSING AGREEMENT


 


 


This
Web Portal Xbox LIVE WebServices Addendum (this “WebServices Addendum”) is
entered into and effective as of __________ (the “Effective Date”) by and
between Microsoft Licensing, GP and ________ (“Publisher”), and supplements the
Xbox 360 Publisher License Agreement dated as of ________ (the “Xbox 360 PLA”).


 


A.
                                The XLSP Terms Exhibit to the Xbox 360
PLA (the “XLSP Terms”) includes the terms under which Publisher may host
certain Online Content for its Xbox 360 Software Titles on its own (or approved
third party’s) servers.


 


B.
                                  Publisher desires to provide additional
services for its users of certain of its upcoming Software Titles via an internet
portal.


 


Accordingly,
for and in consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, receipt of which each
party hereby acknowledges, Microsoft and Publisher agree as follows:


 


1.               Interpretation, Definitions


 


Except
as expressly provided otherwise in this WebServices Addendum, capitalized terms
have the same meanings ascribed to them in the Xbox 360 PLA.  The terms of the Xbox 360 PLA are
incorporated herein by reference, and except to the extent expressly modified
by this WebServices Addendum, the Xbox 360 PLA remains in full force and effect
and is hereby ratified and confirmed.


 


1.1.           “Web Portal”
means the internet website through which players of the Publisher Titles can
access certain Xbox Live WebServices.


 


1.2.           “ Titles” means _____________________, and other Software
Titles as added to this WebServices Addendum by mutual written agreement of
Microsoft and Publisher from time to time.


 


1.3.           “Xbox Live WebServices”
means certain game data information services related to the Titles that
Publisher will make available to Xbox Live Users via connections between Xbox
Live and the Web Portal and between the Publisher’s XLSP servers and the Web Portal.  The Xbox Live WebServices will include solely
game data provided from the Publisher’s XLSP servers, and game statistics,
storage, presence and profile information from Xbox Live.  Publisher and Microsoft may agree on the
addition of additional information and titles from time to time.


 


2.               Implementation and Operation


Publisher will adhere to the following
requirements when implementing and operating the Xbox Live WebServices.  These requirements are in addition to any
other requirements that apply to the Xbox Live WebServices as set forth in the
Xbox 360 PLA (including the Xbox 360 Publisher Guide).


 


	
   

  	
  2.1.

  	
  Xbox Live User accounts
  may be linked to Web Portal user account using Windows LiveID, in compliance
  with all requirements related to the use of Windows LiveID. Xbox LIVE User
  accounts

  



 

















 


	
   

  	
   

  	
  may not be directly linked
  to accounts from any other platform or service (including Gamespy Comrade,
  PSN, or others).

  
	
   

  	
   

  	
   

  
	
   

  	
  2.2.

  	
  Xbox Live WebServices may
  only be called in response to a Web Portal user request.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.3.

  	
  Information
  returned from the Xbox Live WebServices may only be cached to improve
  performance, but must be purged as soon is no longer necessary to improve
  performance, and may not be permanently stored outside of Xbox LIVE.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.4.

  	
  Information
  from Xbox Live WebServices may not be used in any way outside of the Web
  Portal, nor may be used by Gamespy “BuddySync” or similar functionality.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.5.

  	
  Presence
  and Profile Xbox Live WebServices may only be called in the context of an
  active Windows LiveID user session.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.6.

  	
  Friends
  information may only be requested for the XBOX Live user making the request
  (requesting friends of arbitrary users are not permitted).

  
	
   

  	
   

  	
   

  
	
   

  	
  2.7.

  	
  Information
  from the Xbox Live WebServices may not be intermixed or combined with data
  from other services or platforms.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.8.

  	
  Information
  from the Xbox Live WebServices may not be modified.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.9.

  	
  Only
  achievement information of games published by Publisher may be requested by
  the Web Portal.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.10.

  	
         XBOX
  Live privacy settings for profile information will be reflected on the Web
  Portal  as a result of information filtering
  by Microsoft prior to transmission to Publisher and will be enforced on the
  Web Portal.

  



 


3.               Approval


 


The
implementation of Xbox Live WebServices is subject to the review and approval
of Microsoft through the same approval process as set forth in the Xbox 360
PLA, and are subject to the same terms and policies which to which any Title
and/or Online Content is subject per the Xbox 360 PLA.  In order to gain approval, Publisher may be reasonably
required to submit additional information about its server architecture and
access to its server environment sufficient to enable Microsoft to conduct
testing of the Xbox Live WebServices. 
Additionally, Microsoft may at any time audit Publisher’s compliance
with the terms of this Agreement without advance notice to Publisher. Publisher
shall allow Microsoft access to the Xbox Live WebServices technical set up for
this purpose.


 


4.               Privacy


 


Publisher’s
continued access to the Xbox Live WebServices is subject to periodic privacy
review by Microsoft.  In the event
Microsoft identifies and notifies Publisher of a deficiency in a Microsoft
privacy requirement, Publisher shall rectify such deficiency as soon as
reasonably possible, but in no event later than 15 days after such notice from
Microsoft.    Publisher
will not collect any Xbox Live User personally identifiable information, unless
expressly authorized by Microsoft pursuant to Section 3 of the XLSP Terms.


 

















 


5.               Third Party Services


 


Subject
to the prior written approval of Microsoft, Publisher may engage third parties
for the purpose of integrating the Xbox Live WebServices with the Web Portal.  Publisher hereby unconditionally and
irrevocably guarantees such third parties performance of the applicable
obligations and restrictions imposed by this Agreement.


 


6.               Customer Support


 


As
between Microsoft and Publisher, Publisher is solely responsible for providing
customer support to Xbox Live Users of the Web Portal.


 


7.               Compliance with Law


 


Publisher
is responsible for ensuring that the Xbox Live WebServices and the Web Portal
comply with all legal and regulatory requirements in the jurisdictions in which
such are made available.


 


8.               Action by Microsoft


 


In
the event Publisher fails to perform any of it obligations under this
Agreement, Microsoft may, without limiting its other rights or remedies,
restrict access to the Xbox Live WebServices from Xbox Live.


 


IN WITNESS WHEREOF, the parties hereto have caused
this WebServices Addendum to be executed as of the Effective Date on the dates
indicated below.


 


	
  Microsoft
  Licensing, GP

  	
  [PUBLISHER]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By
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  By
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  Name
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  Name
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  Title

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
  Date