Roblox China Developer Terms
Welcome to the Roblox China Developer community operated by Roblox (Shenzhen) Digital Science and Technology Co., Ltd (“We”, “Us” or “Company”). We invite you to download our Roblox STUDIO software application (“STUDIO Software”) and the documentation available on our portal at create.robloxdev.cn and to use them to develop exciting user-generated content.
Using the STUDIO Software, you can submit your content to Us for possible inclusion in the in the global Roblox platform (the “Global Platform”) published and operated outside of China by Roblox Corporation (the “Global Publisher”).
You will have the opportunity to earn a share of the Company’s revenue if players on the Global Platform (“Global Users”) purchase your content from Global Publisher.
This document sets out the terms and conditions (“Terms”) that will apply to all of these activities. It is important that You read carefully and understand these Terms. By clicking the “I accept” button located on this page, You (meaning both the individual accepting these Terms and any legal entity on behalf of which they are acting, “You” or “Your”) will be entering into a legally binding agreement between You and Company.
In order to agree to these Terms, You must: (1) be 18 or older, or be 14 or older and have Your parent or guardian’s consent to agree to these terms, and (2) have the power to enter a binding contract with Company and not be barred from doing so under any applicable law.
If You do not agree to be bound by all of these Terms, please click the “I do not accept” button. If You do not accept these Terms, You cannot use or access the STUDIO Software or use it to develop content for the Global Platform.
- Interpretation
- Definitions. In these Terms, unless the context otherwise requires, words and expressions have the following meanings:
“Company Content” means Content provided by Company in connection with the STUDIO Software for use by Developers to create UGC. “Content” means any type of digital content, works, character, assets, names, items, avatars, models, artwork, text, software, scripts, graphics, photos, images, sounds, music, videos, audiovisual combinations, interactive features, names, logos, and other materials (whether standalone or in combination). “Developer” means any user that has agreed to these Terms. “Intellectual Property Rights” or “IPR” means all intellectual property and proprietary rights in each case in any jurisdiction throughout the world, including without limitation: (a) inventions, patents, patent applications, rights to apply for patents, patent disclosures and improvements thereto together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof; (b) trademarks, service marks, brand names, trade dress, trade names, logos, devices, Internet domain names, indicia of source or origin, rights to prevent passing off; (c) copyrights, works of authorship, moral rights, rights in computer software and rights in databases; (d) know-how, trade secrets and unpatented technologies; (e) any registrations and applications for registrations of any of the foregoing; and (f) all copies and tangible embodiments of any of the foregoing (in whatever form or medium). “Library Content” means Company Content together with Public Content. “Platform” means the Global Platform. “Portal” means the website or other facilities operated by or on behalf of Company for UGC development related content and features at create.robloxdev.cn (or such other URL as Company may designate from time to time). “PRC” means the People’s Republic of China but for the purpose of these Terms only shall exclude the Hong Kong and Macau Special Administrative Regions and Chinese Taiwan. “Provide” means to upload, post, or otherwise provide Content created, modified, or generated through the STUDIO Software to the Company for the submission of Your Submission UGC for publication by the Global Publisher and for making UGC available for use as Public Content (and “Provision” shall have a corresponding meaning). “Publisher” means the Global Publisher. “STUDIO Software” means the Roblox STUDIO software distributed by Company, in object code form only, and the media, and any updates provided by Company to You. “Submission UGC” means Your UGC that You submit to Company for publication on the Platform in accordance with Sections 5. “UGC” means any Content that is Provided by a Developer (or Global User, where the context requires), whether for standalone use or use in conjunction with other UGC, and any modifications and changes to, or derivative works of, UGC. Unless otherwise stated, “UGC” includes Submitted UGC and Public Content. “User” means a Global User.
- Agreement Structure and Precedence
- Incorporation. These Terms comprise the following documents which are hereby incorporated by reference:
- This document;
- Company’s privacy policy (“Privacy Policy”);
- The China Developer Exchange Policy (“DevEx Policy”);
- UGC submission checklist (“UGC Checklist”)
- Any other user guides, regulations, rules, guidelines or policies applicable to the STUDIO Software or features of the STUDIO Software (together with items referred to in subsections (c) and (d) above, the “Documentation”),
in each case, as and when made available by Company in the STUDIO Software or on the Portal from time to time.
- Precedence. In the event of any inconsistency between any of the documents referred to in Section 2.1, each document shall prevail over the documents listed below it.
- Changes to Terms. Company reserves the right to update or modify these Terms at any time by posting such changes on the Portal. Changes to these Terms will be effective upon the earlier of: (i) Your first use of the STUDIO Software following such change; or (ii) 30 days from the posting of such change. Your use of the STUDIO Software following any such change constitutes Your agreement to be bound by the modified Terms. Changes to these Terms will not have retrospective effect. You should review these Terms frequently to stay informed of the latest modifications.
- STUDIO Software license
- Limited License. Company hereby grants to You a non-exclusive, personal, limited, revocable, non-transferable license:
- to download and use the STUDIO Software in object code form only on compatible devices that You own or control, solely to (i) create, develop, and modify Content, and (ii) Provide Content to Company (“Your UGC”), in accordance with these Terms and the Documentation;
- to modify and incorporate Library Content into Your UGC; and
- to use the Documentation in support of Your authorized use of the STUDIO Software.
- Restrictions. You shall not copy or use the STUDIO Software, Documentation or Library Content except as expressly permitted by these Terms. You shall not relicense, sublicense, rent or lease the STUDIO Software or use the STUDIO Software for commercial time-sharing or service bureau use. You shall not, and shall not permit any third party to, reverse engineer, disassemble or decompile any STUDIO Software, except to the extent expressly permitted by applicable law, and then only after You have notified Company in writing of Your intended activities. The STUDIO Software is licensed, not sold, to You for use pursuant to these Terms only.
- STUDIO Software Features and Third Party Services
- Changes to or Discontinuance of the STUDIO Software. Company reserves the right to modify, limit, discontinue, or disallow use of the STUDIO Software, Library Content or any features of the STUDIO Software or Library Content at any time without notice to You. Company shall have no liability whatsoever to You on account of any change to the STUDIO Software or Library Content or for Your inability to access STUDIO, Your UGC or other Content or the Portal.
- Third-Party Services. Company may provide tools through the STUDIO Software that enable You to export information to third-party services, including through features that allow You to link Your account with an account on a third-party service, or through Company’s implementation of third-party buttons (such as "like" or "share" buttons). Third-party services are not under Company’s control, and Company shall not be responsible for any third-party service’s use of Your information. The STUDIO Software may also contain links to third-party websites. Linked websites are not under Company’s control, and Company shall not be responsible for their content. If You click on a linked website, Company shall not be responsible for such website’s use of Your data. You agree that Your use of the STUDIO Software may incur third-party fees, such as fees charged by Your carrier for data usage, and may be subject to third-party terms, such as Your carrier’s terms of service, and You agree to pay all such fees and abide by all such terms. By using the STUDIO Software, You expressly relieve us from any and all liability arising from Your use of any third-party website or third-party services.
- No Support. Company has no obligation to provide support, maintenance, upgrades, modifications or new releases to the STUDIO Software under these Terms.
- Storage Facilities. Company currently intends to facilitate Developers to use cloud storage facilities offered by an authorized third party (“Storage Facility Operator”). The launch date for any such features will be announced on the Portal and these Terms will be updated to include the terms of such cloud storage facilities.
- Submission of UGC to Global Platform.
- You may also use the STUDIO Software to submit Your Submission UGC to Company for distribution on the Global Platform via the Global Publisher. All submissions of Submission UGC for such distribution are subject to Company’s review process, the UGC Requirements, and policies set out in the Documentation.
- Public Content
- The STUDIO Software may include facilities for You to elect to make items of Your UGC publicly available to enable other Developers or Global Users (“Public Content”) to use, modify and/or include such Public Content in their own UGC. By electing to make Your UGC publicly available as Public Content, You grant a license in relation to such Public Content on the terms set forth in Section 11.3.
- Dev Obligations
- UGC Requirements. Your activities as a Developer and each item of Your UGC:
- must comply with: (i) all applicable laws and regulations, (ii) the UGC Checklist; (iii) the Documentation; and (iv) all policies of Company and each Publisher prohibiting or otherwise regulating the: inclusion of obscene, sexual, violent content; harassment of any person; use of culturally sensitive content; encouragement of any dangerous, unethical or illegal activities; inclusion of random virtual items in Your UGC; discrimination of the basis of age, gender, gender identity or expression, culture, ethnicity, language, national origin, political beliefs, profession, race, religion, sexual orientation, socioeconomic status, and technical ability.
- must not:
- infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other Intellectual Property Right or proprietary right;
- promote obscenity, gambling and violence, or instigate others to commit crimes;
- slander, defame, libel, or invade the right of privacy, publicity or property rights of any other person;
- require Company to obtain any further licenses from or pay royalties or compensation or other amounts or provide any attribution to any third parties;
- violate any contract between You and a third party;
- cause Company to violate any law or regulation; or
- contravene the principles under the Constitution of the People’s Republic of China; endanger national unity, national security, and sovereignty; incite racial hatred and discrimination, and undermine ethnic solidarity; preach heresies or superstition; or spread rumors, disrupt social order, damage social morality, or undermine social stability;
((a) and (b) together, the “UGC Requirements”).
- Review of UGC. Company may review, filter and modify UGC as it sees fit with respect to publication on the Platform in its sole discretion. Company’s determination in this respect shall be final.
- No obligation to distribute Submission UGC. For the avoidance of doubt, Your submission of Submission UGC does not create any obligation on Company or the Publisher to include Your Submission UGC for publication on the Platform.
- No obligation to distribute Public Content. For the avoidance of doubt, Your election to Provide any Public Content does not create any obligation on Company or the Publisher to make such Public Content available to other Developers on the STUDIO Software or otherwise.
- Re-filtering of Submission UGC and Public Content. In the event of any change in applicable laws, regulations, UGC Requirements, rules, policies, or for any other reason:
- Company and each Publisher shall have the absolute discretion to (i) modify or filter published Submission UGC on the Platform; and/or (ii) suspend or terminate the distribution and publication of any Submission UGC on the Platform, in whole or in part, at any time;
- Company shall have the absolute discretion to (i) modify or filter Public Content; and/or (ii) suspend or terminate the distribution of any Public Content, in whole or in part, at any time; and
- Company and each Publisher may contact You in connection with any action taken in accordance with this Section, and You may be given an opportunity to remedy or amend (i) Your Submission UGC and to resubmit it for publication, or (ii) Your Public Content and to elect to make it publicly available to other Developers.
- Take-down notices. Each Publisher, and/or Company on behalf of the Publisher, may suspend or terminate the distribution of Your Submission UGC for any reason including but not limited to receipt of any claim, report or allegation that the Submission UGC infringes or makes unauthorized use of the Intellectual Property Rights of any third party. Company may suspend or terminate the distribution of Your Public Content for any reason including but not limited to receipt of any claim, report or allegation that the Public Content infringes or makes unauthorized use of the Intellectual Property Rights of any third party.
- Third party rights in UGC. You must not Provide any UGC if You are not the owner of, or are not fully authorized to grant rights in, all of the elements of the UGC You intend to Provide. In addition, if You only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then You must not Provide such sound recordings unless You have all necessary rights, authorizations and permissions with respect to such embedded musical works that grant You sufficient rights to grant the licenses to Company under these Terms. You agree to pay all monies owing to any person as a result of Providing Your UGC.
- Musical UGC. If You are a composer or author of a musical work and are affiliated with a performing rights organization (such as the Music Copyright Society of China), then You must notify Your performing rights organization of the license You grant through these Terms to Company. You are solely responsible for ensuring Your compliance with the relevant agreements with the performing rights organization’s and any applicable member policies. If You have assigned Your rights to a music publisher, then You must obtain the consent of such music publisher to grant the license set forth in these Terms or procure such music publisher to grant Company such license. If You are a recording artist under contract with a record label, then You are solely responsible for ensuring that Your use of the STUDIO Software is in compliance with any contractual obligations You may have to Your record label, including if You create any new recordings through the STUDIO Software that may be claimed by Your label.
- No right to remove or modify UGC. If You Provide UGC, You do not have the right to remove or modify that UGC (unless Company provides tools for You to remove or modify that specific type of UGC, or unless otherwise required by applicable law).
- Groups
- Groups. Developers may create groups within Global Platform (“Groups”). Each Group is comprised of an owner (“Group Owner”) and users who have been accepted as members of the Group by the Group Owner (“Group Members”). The Group Owner may choose to grant developer privileges to some Group Members. “Group Dev Member” means a Group Member that has both: (a) been granted developer privileges by the Group Owner; and (b) agreed to these Terms with Company.
- Group UGC. “Group UGC” means UGC that is Provided by or on behalf of a Group by the Group Owner or a Group Dev Member which, for the avoidance of doubt, may be Submission UGC submitted by or on behalf of a Group by the Group Owner or a Group Dev Member (“Group Submission UGC”), or Public Content made available by or on behalf of a Group by the Group Owner or a Group Dev Member).
- If You are a Group Dev Member, You shall be responsible for any Content that You contribute to Group UGC (“Your Group Contributions”). Your Group Contributions shall be treated as Your UGC for the purposes of these Terms except for Section 9.
- If You are the Group Owner, then in addition to your responsibility for Your Group Contributions, You shall be responsible for the Group UGC as a whole as if it were Your UGC for the purposes of Sections 7, 9, 10, 13, 14, and 15 of these Terms (as applicable).
- For the avoidance of doubt, any liability accrued by a Group Owner or Group Dev Member under these Terms shall not be affected by: (i) the Group Owner or Group Dev Member leaving the Group (or losing developer privileges in the Group); (ii) any change of Group Owner; or (iii) any termination or suspension of the Group.
- Group Revenue.
- Company shall pay DevEx Revenue arising in respect of Group Submission UGC (“Group Revenue”) to the Developer who is the Group Owner at the time that Cash Out is initiated in accordance with Section 9. If a Group is terminated or suspended for any reason, any Group revenue earned shall be adjusted to zero and be deemed forfeit, and Company shall have no liability to share any revenue with any person, including but not limited to any former Group Members.
- You acknowledge and agree that Sections 8.3(a) and 9.9 set out Company’s sole liability to share revenue or pay royalties, license fees or any other compensation in respect of any Group Submission UGC. You acknowledge and agree that the Company shall have no other or further liability to share any revenue with You in respect of Your Group Contributions and hereby waive any claims that You may have against Company in respect thereof.
- A Group Owner and the Group Members may separately agree upon how the Group Owner may allocate amongst themselves any Group Revenue paid to the Group Owner. You acknowledge and agree that any such arrangements constitute a private agreement between Group Members to which Company is not party and under which Company has no liability.
- DevEx Revenue
- Calculation of DevEx Revenue. You may earn a share of the Company’s revenue in connection with the purchase of Your Submission UGC by Users on the Platform (“DevEx Revenue”). DevEx Revenue shall be calculated in accordance with the DevEx Policy.
- Disqualified transactions. No DevEx Revenue will be earned in respect of: (a) fraudulent transactions; (b) transactions reversed by the relevant Publisher and/or User; or (c) transactions that contravene the DevEx Policy or are excluded from earning DevEx Revenue under the DevEx Policy. Company’s determination of the existence of such circumstances shall be final and binding.
- DevEx Revenue subject to adjustment. The amount of DevEx Revenue earned by You as shown in the Portal or other location as determined by Company represents an estimated balance only, and remains subject to review, adjustment, and confirmation by Company.
- Cash Out. You may request payment of earned DevEx Revenue (“Cash Out”) by utilizing the relevant functions in the Portal provided that You meet the conditions set out in the DevEx Policy (“Cash Out Conditions”).
- Cash Out initiation and review. Upon receiving the Cash Out request, Company will review the amount of DevEx Revenue earned by You and, in its sole discretion, confirm the amount (as adjusted or otherwise) that should be paid out to You. No DevEx Revenue shall be owing or payable until confirmed by Company following a valid Cash Out request. Company shall only arrange payment of confirmed DevEx Revenue if the Cash Out Conditions have been met. Company may arrange payment of DevEx Revenue through a third party service provider. You may be asked to enter into agreements with a third party service provider of the Company in order to facilitate payment of DevEx Revenue to You. You agree that if You do not enter into these agreements, You may be unable to receive any DevEx Revenue, and deemed to have forfeited any right You may have to such DevEx Revenue.
- Additional information required. You agree to provide Company with any additional information required by Company to facilitate and administer the payment of DevEx Revenue. Such information shall be stored in accordance with the Privacy Policy.
- Payment. Company shall arrange payment of the confirmed DevEx Revenue in accordance with the DevEx Policy.
- Suspended or Inactive Accounts.
- Company may (in its sole discretion) deem any account belonging to a Developer to be an “Inactive Account” if in Company’s view that account has been substantially inactive for such period as Company may determine relevant.
- In the event that Your account is suspended for any reason, or becomes an Inactive Account, Company shall have the right to adjust the accumulated balance of DevEx Revenue earned by You to zero and, upon such adjustment such DevEx Revenue shall be deemed forfeit.
- Inactive Accounts or suspended accounts may be reactivated at Company’s sole discretion but shall not earn or otherwise accrue any DevEx Revenue. This means that any DevEx Revenue that would have accrued in respect of transactions involving Your Submission UGC between the date on which Your account becomes suspended or an Inactive Account and the date on which it is reactivated by Company will be forfeit.
- Group Revenue. If You are a Group Owner, You may Cash Out Group Revenue pursuant to Section 8.3. This Section 9.9 shall apply to any Cash Out of Group Revenue save that references to “Your UGC” shall be read as references to “Group UGC”, references to “Your Submission UGC” shall be read as references to “Group Submission UGC ”, and references to “DevEx Revenue” or “DevEx Revenue earned by You” shall be read as references to “Group Revenue”.
- Overpayments. If Company determines that there has been an overpayment to You at any time, Company shall have the right to set off the amount of such overpayment against any future DevEx Revenue balance and/or payment.
- Sole compensation. This Section 9 sets out Your sole consideration for the grant of the license of Your Submission UGC under Section 11.3. You acknowledge and agree that You shall have no other claims for shared revenue or other compensation for use of Your Submission UGC as authorized under these Terms against Company, the Publishers, Users or any other entity.
- Tax.
- Withholding tax. You agree that Company may withhold payment of any DevEx Revenue upon Cash Out in connection with any tax withholding obligations that Company may have under applicable law. You must provide Company with all information or documents stipulated in the Documentation or as otherwise requested by Company to facilitate such withholding of payment.
- VAT tax filings. You may be subject to VAT obligations for Cash Out. You undertake promptly to make all relevant filings for tax purposes in connection with any Cash Out (including but not limited to VAT), and You must provide Company with all information regarding such filings as stipulated in the Documentation or as otherwise requested by Company from time to time.
- Intellectual Property Rights.
- STUDIO Software and Company Content. Company (or its licensors) retain all right, title and interest in and to all Intellectual Property Rights subsisting in the STUDIO Software, Company Content and any derivative works of the foregoing, subject only to the limited licenses set forth in these Terms. You do not acquire any other rights, express or implied, in the STUDIO Software or Company Content other than the rights expressly granted under these Terms.
- Your UGC. Subject to Section 11.1 and the licenses set forth in these Terms:
- Subject to Section (b) below, You retain all right, title and interest in and to all Intellectual Property Rights subsisting in Your UGC and Your Group Contributions. The Intellectual Property Rights subsisting in any modification, localization, or other derivative works of Your Submission UGC, Public Content, or Your Group Contributions that have been submitted as part of Submission UGC, made by Company or its licensees pursuant to the license granted in Section 11.3(a) shall vest in You, but shall be subject to the license granted in Section 11.3; and
- In connection with Your Public Content which was based on or derived from Public Content made available by other Developers or Global Users (“Underlying Public Content”), Your right, title and interest in and to the Intellectual Property Rights in Your Public Content shall be without prejudice to the Intellectual Property Rights owned by any other Developers or Global Users in the Underlying Public Content. Similarly, other Developers or Global User’s Intellectual Property Rights in any Modified Public Content based on or derived from Your Public Content shall be subject to Your Intellectual Property Rights in Your Public Content.
- UGC License. You hereby grant and agree to grant to Company a perpetual, irrevocable, worldwide, non-exclusive, transferable license, with a power to sub-license through multiple levels to any person or entity (including, but not limited to, to the Publishers), in respect of Your Submission UGC and Public Content, in whole or in part, to:
- distribute, host, store, transfer, publicly display, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), reproduce (including in timed synchronization to visual images), and use in any way, in any media or formats (tangible or intangible) and through any platform, media, items or channels (online, offline, or others, now known or hereafter developed), Your Submission UGC or Public Content (as applicable) for any purpose including (but not limited to) for publicity and marketing purposes (except that You are not granting Company or the Publisher any license to make new or derivative video games using Your Submission UGC);
- use Your Submission UGC or Public Content (as applicable) and associated username to publicize or market the Platforms, any UGC, and tangible items related to the Platforms through television, motion pictures, books, annuals, encyclopedias or anthologies, websites, social media, online or print magazines or newspapers, whether for commercial, non-commercial or educational purposes; and
- modify, localize, filter, create derivative works of, or otherwise alter the whole or part of Your Submission UGC or Public Content (as applicable), for any purpose including for publicity and marketing purposes (except that You are not granting Company or the Publisher any license to make new or derivative video games using Your Submission UGC).
By electing to make Your UGC publicly available as Public Content, You agree that such Content will be made publicly available as Library Content and that, accordingly, other Developers and Global Users may: (i) modify, create derivative works of, and otherwise alter the whole or part of Your Public Content and/or incorporate it into their own UGC (“Modified Public Content”); (ii) make such Modified Public Content publicly available under their own usernames as Public Content pursuant to Section 6.1; and (iii) submit such Modified Public Content for publication under their own usernames as Submission UGC. You further agree that: (1) without prejudice to your ownership rights in the Underlying Public Content (as described in Section 11.2(b)), Company and its sub-licensees (including, but not limited to the Publishers) shall be entitled to treat the Modified Public Content as UGC submitted by the relevant Developer or Global User and to exercise the rights and powers set out in this Section 11.3 in relation thereto; (2) You shall have no rights to any compensation with respect to Modified Public Content generated from Your Public Content or the exploitation thereof in accordance with these Terms; and (3) to the maximum extent permitted by law, You hereby waive and undertake not to assert any moral rights (including but not limited to rights under articles 10(1) to 10(4) (inclusive) of the PRC Copyright Law) that You may have in Your Public Content.
- Through-to-the Audience Rights. All of the rights You grant in these Terms are provided on a through-to-the-audience basis, meaning that the Publishers and owners or operators of third party services will not have any separate liability to You or any other third party for UGC Provided or used on such third party services via the Platform.
- Music incorporated in Your UGC
- Company Licensed Music. Company may, in its sole discretion, choose to make sound recordings and the musical works embodied therein (“Licensed Music”) available for You to use in Your UGC. Your use of the Licensed Music is subject to the following terms:
- License. Company grants You a non-exclusive, personal, limited, revocable at any time, non-transferable license solely to do the following:
- Synchronize Licensed Music into UGC (“UGC with Licensed Music”), solely using the STUDIO Software and solely during the period of time that such Licensed Music is made available by Company in the STUDIO Software; and
- Play, listen, and interact with UGC with Licensed Music in the STUDIO Software.
- Obligations and conditions.
- 250 track limit. You may not use Licensed Music to create a streaming service or music library within UGC with Licensed Music nor may You charge Users to listen to a specific track of the Licensed Music. You have the right to place, play, and have played up to 250 discrete tracks of Licensed Music, or portions thereof, at any one time into a single UGC with Licensed Music. You can replace existing tracks of Licensed Music into a single UGC with new tracks at any time, provided that there are no more than 250 Licensed Music tracks in such UGC at any one time.
- Modifications and derivative works. You may modify the Licensed music to synchronize into Your UGC. Such modifications may include, but are not limited to, editing of the Licensed Music or using a portion of a track of Licensed Music or sampling of portions of the Licensed Music. All modifications to the Licensed Music are considered derivative works and shall be included in the definition of Licensed Music. All rights to such derivative works are retained by Company and its licensors.
- Use only in the STUDIO Software. You shall not export or download and shall not provide a means for anyone to export or download the Licensed Music to a destination outside of the STUDIO Software.
- Attribution. You are not required to, but may choose to provide, attribution for Licensed Music used by You in any UGC.
- Revocation of Rights to Licensed Music. As Licensed Music is licensed by Company from third parties, Your rights to Licensed Music is revocable at any time and for any or no reason in our sole discretion and without any liability to You. If Company revokes Your right to use Licensed Music, You must remove such Licensed Music from Your UGC. Company will try to provide You with advance notice before revoking any rights to Licensed Music, however Company reserves the right to do so with no advance notice. Company reserves the right to suspend or terminate the distribution and publication of any UGC with Licensed Music on the Platform at any time in Company’s sole discretion and without any liability to You.
- Complaint Handling.
- Complaints. Users may make complaints regarding Your Submission UGC or Your Public Content. These complaints may be (i) handled in the first instance by the relevant Publisher, (ii) first directed to You through the relevant Publisher or Company, or (iii) communicated to You directly by a Global User. The relevant Publisher shall determine in its sole discretion the appropriate remedy or solution to such complaints by reference to its policies and user terms, save that complaints communicated to You directly by a Global User may be resolved between You and the Global User unless the complaint is escalated to the Global Publisher. The Publisher or Company may contact You in connection with any complaints received, however the Publisher has no obligation to do so.
- Assistance with complaints. If a Publisher, Company, or a Global User contacts You in connection with any complaint, You undertake to promptly and professionally: (i) give all reasonable assistance requested by the Publisher or Company for the purpose of administering and resolving complaints to the Publisher or Company’s satisfaction and, (ii) promptly respond to the Global User (where a Global User directly contacts You about a complaint). Your failure to act courteously and professionally in resolving any complaints will be a violation of these Terms. Additionally, if the Company or a Publisher takes action to resolve any dispute, then the Publisher or Company’s decision (which may include Company deducting Your DevEx Revenue) then You agree that the Company’s or Publisher’s decision is final and that You will abide by that decision.
- Rights of Publisher. The relevant Publisher shall have the right to suspend or terminate publication of Your Submission UGC or Your Public Content, or take such other action as Publisher or Company deems necessary or desirable, in response to a complaint including, without limitation, not permitting You to apply for or receive Cash Out.
- Representations and Warranties
- You represent, warrant and undertake to Company that: (a) You are the creator and owner of, or have the necessary licenses, rights, consents, and permission, to use and to authorize Company, Publishers and Company’s other licensees to exploit the licenses and powers that You grant under these Terms; and (b) Your Provision of UGC complies with the UGC Requirements and all policies set forth in the Documentation.
- Indemnity. Subject to Section 17.3:
- Indemnity. You agree that You will be responsible for Your use of the STUDIO Software, the Portal and Library Content, and You agree to defend and indemnify Company, its officers, directors, employees, consultants, affiliates, investors, business partners, subsidiaries and agents from and against any claim, liability, damage, loss, or expense, including reasonable attorneys’ fees and costs and costs of settlement of any of the foregoing, arising out of or in any way connected with:
- any violation of the UGC Requirements;
- Your violation or unauthorized use of any third party right, including any IPR or proprietary right, publicity or privacy right, property right, or confidentiality obligations; or
- Your violation of or non-compliance with any provision of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
- any knowingly wrongful statements made by You regarding the STUDIO Software, Company, the Publisher or Platform that, in Company’s sole opinion, cause harm to Company;
- any Dispute or issue between You and any Group Member, Developer, or any other third party.
- Cooperation with defense. You agree (at Your own sole cost) to promptly provide all information and assistance reasonably requested by Company in connection with Company’s defense of any claim for which You are required to indemnify Company pursuant to Section 15.1.
- Disclaimers. Subject to Section 17.3:
- UGC Disclaimer. As between Company and You, Company is under no obligation to edit or control UGC that You or others Provide and will not be in any way responsible or liable for UGC. Company may at any time and without prior notice to You, screen, remove, edit, or block any UGC that in Company’s sole discretion violates these Terms or is otherwise objectionable. If notified by a User or content owner that UGC allegedly does not conform to these Terms, Company may investigate the allegation and determine in Company’s sole discretion whether to procure the removal of the UGC, which Company may reserve the right to do at any time and without notice.
- “As-is”. The STUDIO Software, Portal, Documentation, Library Content and all materials and content available through the STUDIO Software or Portal are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. To the maximum extent permitted by applicable law, Company disclaims all warranties of any kind, whether express or implied, relating to the STUDIO Software, Portal, Documentation, Library Content and all materials and content available through the STUDIO Software, including (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of the course of dealing, usage, or trade. Company does not warrant that the STUDIO Software or any portion of the STUDIO Software, Portal, Documentation, Library Content, or any materials or content offered through the STUDIO Software or Portal, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and do not warrant that any of those issues will be corrected.
- Own risk. You assume all risk for any damage that may result from Your use of or access to the STUDIO Software, Portal, Documentation, Library Content, or any materials or content available through the STUDIO Software or Portal. You understand and agree that You use the STUDIO Software, Portal, Documentation, Library Content, and use, access, download, or otherwise obtain materials or content through the STUDIO Software or Portal and any associated sites or services, at Your own discretion and risk, and that You are solely responsible for any damage to Your property (including Your computer system or mobile device used in connection with the STUDIO Software or Portal), or the loss of data that results from the use of the STUDIO Software, Portal, Documentation, Library Content or the download or use of that material or content. These limitations apply to the maximum extent permitted by applicable law.
- Limitation of liability. Subject to Section 17.3:
- No consequential damages. To the maximum extent permitted by applicable law, in no event shall Company be liable to You for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to Your access to or use of, or Your inability to access or use, the STUDIO Software, Portal, Documentation, Library Content or any materials or content on the STUDIO Software or Portal, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Company has been informed of the possibility of such damages.
- Maximum Liability. Without prejudice to Sections 9 and 20.2, to the maximum extent permitted by applicable law, You agree that the aggregate liability of Company to You for all claims arising out of or relating to the use of or any inability to use any portion of the STUDIO Software, Portal, Documentation, Library Content, or any materials or content on the STUDIO Software or Portal, or otherwise under these Terms, whether in contract, tort, or otherwise, is limited to RMB1,000.
- Nothing in these Terms shall exclude or otherwise limit Company’s liability for: (a) personal injury caused by Company, (b) property damage caused by willful misconduct or gross negligence of Company, or (c) any other matter for which such liability may not be so limited or excluded under applicable law.
- Term and Termination
- Term. These Terms are effective from the date You agree to these Terms and shall continue in effect until terminated in accordance with Section 18.2.
- Termination. Company may terminate these Terms forthwith upon notice to You:
- if You materially breach of any of the provisions hereof;
- if You become insolvent, fail to pay Your debts or perform Your obligations in the ordinary course of business as they mature, are declared insolvent, or become the subject to any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition; or
- if Your account becomes an Inactive Account.
- Effect of termination. Upon termination of these Terms:
- You must cease all use of the STUDIO Software and the Library Content, return to Company or destroy the STUDIO Software, Library Content and all Documentation and related materials in Your possession, and so certify to Company. Company shall not be under any obligation to provide you with copies of Your UGC or other Content;
- the license granted under Section 11.3(a) shall continue for a grace period of 30 days (or such other period as Company determines to be reasonably necessary) to enable Company and its sub-licensees to administer the orderly removal of Your Submission UGC or Public Content from further distribution on the Platforms or the STUDIO Software, respectively (“Grace Period”). Notwithstanding any other provision of these Terms, termination shall not affect any Users’ right to use Your Submission UGC or Public Content on the Platform or the STUDIO Software (as applicable) without limit in time;
- Company will pay You, or arrange payment to You of, any accrued DevEx Revenue accrued prior to termination or during the Grace Period (subject to review, adjustment and confirmation in accordance with Section 9 as if You have initiated Cash Out) provided that if termination was by reason of Your account being deemed an Inactive Account, or as a result of material breach of these Terms by You, Your accrued DevEx Revenue shall be adjusted to zero and deemed forfeit; and
- any part of these Terms which by their nature should survive the termination of these Terms shall survive such termination, including without limitation Sections 1, 11.1, 11.2 and 13-19.
- General
- Language. These Terms are made in the English language and any translation shall be considered indicative only. In the event of any conflict, the English language version of these Terms shall prevail of any translation prepared in any other language.
- Severability and Waiver. If any provision of these Terms is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from these Terms, while the remainder of these Terms will continue in full force and effect. The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.
- Assignment. (a) You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Terms or any rights or obligations under these Terms without the prior written consent of Company. Any purported assignment, transfer or delegation by You will be null and void. (b) Company may assign these Terms at any time to any entity without Your further consent. Company may delegate any of its obligations under these Terms to any other entity without Your further consent. (c) Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
- Third parties. Other than as expressly provided in these Terms, nothing in these Terms shall be deemed to confer any rights or benefits on a third party.
- Entire agreement. These Terms, together with other documents expressly incorporated by reference into these Terms, constitutes the entire agreement between the parties and, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms. No advice or information, whether oral or written, obtained by You from Company or any material or content available through the STUDIO Software will create any warranty of Company that is not expressly stated in these Terms. These Terms may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify these Terms.
- Notice regarding Autodesk. The STUDIO Software contains Autodesk® FBX® code developed by Autodesk, Inc. Copyright 2016 Autodesk, Inc. All rights, reserved. Such code is provided “as is” and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. In no event shall Autodesk, Inc. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code.
- Governing law and arbitration
- Governing law. These Terms and all matters arising out of or relating to these Terms will be governed by the laws of the PRC without giving effect to any choice of law rule.
- Disputes. Any party may give notice to the other party (“Dispute Notice”) of any dispute, action, controversy or claim arising out of or relating to any aspect of these Terms or any UGC, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable basis, and regardless of whether a claim arises during or after the termination of these Terms (“Dispute”). The Dispute Notice shall include a detailed description of the Dispute and any steps taken by the parties to resolve it. The parties shall attempt in good faith to resolve the Dispute within 10 days from the date on which it was referred to them in writing (or such longer period as may be agreed in writing between the parties).
- Arbitration. If the parties fail to resolve the Dispute within the period referred to in Section 20.2, the Dispute shall be submitted to and finally and exclusively resolved by arbitration administered by the China International Economic and Trade Arbitration Commission South China Sub-Commission (“CIETAC”) in accordance with CIETAC arbitration rules in effect at the time of applying for arbitration (“CIETAC Rules”) except that the Summary Procedure under the CIETAC Rules shall not apply. All proceedings in any such arbitration shall be conducted in English. There shall be three (3) arbitrators, who can be selected outside the CIETAC Panel of Arbitrators. The arbitrators shall be appointed in accordance with the CIETAC Rules. The arbitral award is final and binding upon You and Company.
BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THESE TERMS IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THESE TERMS, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THESE TERMS ON BEHALF OF YOU AND, (4) BY SO CLICKING, THESE TERMS CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.
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