Terms of Service

Welcome to User Generated LLC ("Company", "we", "us", or "our"). These Terms of Service ("Terms") govern your use of our websites, applications, and services, including any games on the Roblox platform (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

Eligibility

You must be at least eighteen years old to access or use the Service. By accessing or using the Service, you represent and warrant that you are at least eighteen years old. The Service is not intended for, and may not be used by, anyone under the age of 18.

Acceptable Use

You shall not:

1. Use the Service in connection with any infringement or misappropriation of any intellectual property right of any third party;
2. Use the Service in connection with any false, deceptive, or otherwise intentionally misleading or fraudulent practices directed towards the Company, or other users of the Service;
3. Attempt to bypass or override the Company's security measures, or any component thereof;
4. Use the Service as part of any effort to compete with the Company or to provide similar products or services;
5. Use any robot, spider, other automated device, or manual process to monitor any content from the Service;
6. Transmit or transfer (by any means) information or technology derived from the Service to foreign countries or certain foreign nations in violation of US export control laws;
7. Alter, damage, reverse engineer, reproduce, modify, encode, translate, or create derivative works from any part of the Service or its related intellectual property, including its source code, object code, and documentation.

Ownership

You agree, by accepting these terms, that we own the Service and every part of it and all of the rights in those parts, including all copyrights, patents, trademarks and trade secrets in the Service and its content. Nothing transfers any rights title or interest in any of these intellectual property rights to you or anyone else. Other than the rights expressly granted to you under these Terms, we reserve all right, title, and interest in and to the Service, including any and all intellectual property rights therein. No rights are granted other than as expressly set forth in this Agreement.

"Feedback" means any suggestion or idea for improving or otherwise modifying the Service, or the Company's products or services. In addition, you hereby assign to us any and all rights in and to Feedback, including all aspects, embodiments, modifications, additions, and all derivative works thereof, as well as any rights in any permitted derivative works created by you in connection with the Service. To the extent such rights may not be assigned as a matter of law, you grant to us an irrevocable, royalty-free, worldwide, transferable, sublicensable, perpetual license to use or incorporate the Feedback or derivative works into any of the Company's products or services.

License to Service

Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service consistent with the Terms.

Modifications

We can change or stop providing access to the Service or any part of it without notice. We won't be responsible to anyone for any change to or discontinuation of the Service or any part of it. We aren't required to provide support or maintenance. You acknowledge that the Service may become unavailable temporarily or permanently, and the Company shall have no liability for any resulting loss, including loss of data, functionality, or access. To the maximum extent permitted by law, you waive any right to receive notice of modifications, discontinuations, or suspensions of the Service.

User-Generated Content and Data

Our Services may allow you to create, upload, post, send, receive, and store content, including but not limited to game data, telemetry data, text, and images ("User Content"). You retain ownership of your User Content. However, by submitting User Content through the Services, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, modify, adapt, prepare derivative works from, distribute, perform, and display your User Content in any and all media formats and through any and all media channels.

This license includes, without limitation, the right for us to:

• Use your User Content for commercial purposes, including marketing and advertising;
• Sell, license, or otherwise transfer your User Content to third parties;
• Use your User Content to train and improve our machine learning models, artificial intelligence, and other algorithms;
• Analyze your User Content and data, including Roblox game data and telemetry, and for any purpose we see fit.

You agree that this license is granted for the entire duration of any intellectual property rights existing in your User Content and that you are not entitled to any compensation, credit, or notice for our use of your User Content.

You represent and warrant that (a) you have all rights necessary to submit User Content and to grant the licenses set forth herein; (b) your User Content does not violate or infringe any third-party rights; and (c) your User Content complies with all applicable laws. You acknowledge that the rights you grant in this Section apply to the fullest extent permitted by law, and if any portion of this Section is limited by applicable law, it shall be enforced to the maximum extent allowable.

Indemnification

You agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your use of the Service, your violation of these Terms, or your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Your indemnification obligations apply to the fullest extent permitted by law and survive termination of your use of the Service.

Errors; Disclaimers

The Company does not warrant that the Service, descriptions, pricing, or other information contained therein is accurate, complete, reliable, current or error-free. In the event of an error, the Company reserves the right to correct the error and revise the order if necessary or to cancel the order and refund any amount charged. Your sole remedy in the event of any error is to cancel your order.

THE SERVICE IS PROVIDED "AS-IS" AND "AS AVAILABLE." THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ALL DISCLAIMERS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT ANY DISCLAIMER MUST BE MODIFIED TO COMPLY WITH LAW, IT SHALL BE ENFORCED TO THE FULLEST PERMISSIBLE EXTENT.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AN AGGREGATE MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination

These Terms will remain in effect while you use the Service. The Company may suspend or terminate your rights to use the Service at any time for any reason at its sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Service will terminate immediately. The Company will not have any liability for any such termination of your rights. Even after your rights under these Terms are terminated, the Terms will remain in effect. To the maximum extent permitted by law, you waive any claims arising from or relating to termination, suspension, loss of access, or deletion of data.

ADDITIONAL PROVISIONS

Severability

If any court of competent jurisdiction finds any term of these Terms to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of these Terms, and the court shall enforce these Terms in such a manner as to give substantial effect to the intent of the parties as expressed in these Terms.

Entire Agreement

These Terms are the entire agreement between you and the Company regarding the use of the Service.

Changes

The Company might change these terms sometimes. Any changes will be effective immediately. Continued use of the Service following the changes will indicate acknowledgement and agreement to be bound by the new terms and conditions. To the maximum extent permitted by law, you waive any claims arising from or relating to termination, suspension, loss of access, or deletion of data.

Headings

All section headings herein are for convenience of reference only and are not part of these Terms, and no construction or inference shall be derived therefrom.

Assignment

These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms.

Construction

These Terms shall be deemed to have been jointly drafted and construed in accordance with their fair meaning and not strictly against any party.

Dispute Resolution/Arbitration

Please read this Arbitration Agreement carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement

All claims and disputes (except claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by us that cannot be resolved informally must be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. All arbitration proceedings will be in English. This Arbitration Agreement applies to you and us.

Notice Requirement and Informal Dispute Resolution

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to us should be sent to the address listed below. If the parties do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration

Any dispute, claim or controversy arising under or relating to this Agreement and not resolved must be settled by binding arbitration in Portland, Oregon, in accordance with the arbitration rules of Arbitration Services of Portland ("ASP"). The arbitrator will issue a written decision specifying the basis for the award made. The party filing a claim or counterclaim in the arbitration proceeding will pay deposit(s) determined by ASP with respect to the claim or counterclaim. All other costs imposed by ASP will be paid as determined by the arbitrator and, in absence of a determination, equally by each party. The arbitrator shall rule on their own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. Unless the arbitrator awards payment of attorney and other fees to a party, each party to the arbitration will be responsible for its own fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of New York, without giving effect to its conflict of laws rules.

Waiver of Jury Trial

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. In the event any litigation should arise between the parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality

All aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Right to Waive

Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Emergency Equitable Relief

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.