These Roblox Advertising Terms (the "Ad Terms"), are entered into between Roblox Advertising Services LLC, (“Roblox”), and the entity executing these Ad Terms or that accepts these Ad Terms electronically ("Advertiser," or “You”, and together with Roblox, the "Parties," and each, a "Party").These Ad terms govern Your participation in Roblox’s programmatic advertising network” with immersive ads feature purchased at ads.roblox.com (the "Ad Network") including the placement of Ads (defined below) within experiences developed by Creators who have decided to participate in the Ad Network (“Developers”) on the Roblox Platform.
- Advertising Purchase
- To begin advertising services, Advertiser will provide a valid credit card on file and will be charged incrementally as they incur advertising services. At the conclusion of the Advertiser’s monthly billing cycle, Roblox will charge the Advertiser’s credit card for any advertising services not yet charged to the Advertiser.
- Taxes. All Prices are exclusive of all sales, use, value added, withholding tax, digital service tax, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority under applicable law on any amounts payable by Advertiser under these Ad Terms. Where taxes are chargeable, Roblox reserves the right to charge these to the Advertiser and will provide the required invoice or supporting documentation. Advertiser shall be responsible for all such charges, costs, and taxes, except for any taxes imposed on, or related to, Roblox's income, revenues, gross receipts, personnel, real or personal property, or other assets.
- Advertiser is not able to select or specify any particular Developer Experience in which the Ads are to appear, and Roblox does not guarantee the appearance of Ads on any particular platform or in any particular Developer Experience. Ads may appear in the Experiences of any Developer participating in the Ad Network.
- Roblox will make reporting available to Advertiser throughout the campaign and such reports will include the aggregate number of estimated impressions delivered. Roblox will attempt but does not guarantee even distribution of impressions over the course of the campaign. Such reporting, as provided by Roblox, shall be sole means of tracking and reporting delivery for the campaign and shall be the controlling measurement for purposes of measuring delivery.
- Notwithstanding anything else contained herein, the parties understand, acknowledge, and agree that Roblox will not make available or provide to Advertiser, and Advertiser will not provide, collect, process, or make available to Roblox, any data that constitutes “personal data” or “personal information” as such terms are normally defined under applicable law (including, for example, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act and similar laws). Advertiser will only have access to certain aggregate reporting and metrics about the performance of its campaign (e.g., number of impressions). Accordingly, these Ad Terms are not intended to cover the processing of such personal information and the Parties agree that additional terms will be required in the event of such processing.
- Advertiser understands and acknowledges that the Experiences and other content on the Platform primarily consists of UGC. Roblox makes no representations or warranties in connection with such content, and Roblox cannot guarantee that Ads will not appear alongside content that violates the Roblox TOU, violates applicable laws, or is otherwise inappropriate. In the event Advertiser’s Ads appear against any such content, Advertiser may notify Roblox and Roblox will take commercially reasonable steps to facilitate the removal of such content. The foregoing shall be Advertiser’s sole remedy regarding the content contained on the Platform and in the Experiences against which the Ads appear and Roblox shall have no other obligations, responsibility, or liability in connection with such content.
- Roblox reserves the right within its discretion to reject or remove from its Platform any Ads which do not comply with the Roblox TOU, or that in Roblox’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Roblox reserves the right within its discretion to reject or remove from its Platform any Ads which may tend to bring, disparagement, ridicule, or scorn upon Roblox.
- Roblox may remove the Advertiser and restrict access to Roblox Platform and Ad Network at any time if Advertiser is in material breach of its obligations hereunder.
- Advertising Requirements.
- Delivery and Marking.
- Advertiser shall deliver all Ads to Roblox in final format in accordance with the technical specifications’ communicated by Roblox, including those specifications set forth in the Roblox TOU.
- In the event any Ads might reasonably be mistaken for editorial content, Roblox reserves the right to, or require Advertiser to, mark any Advertisement as advertising in the event Roblox determines in its sole discretion that such marking is necessary to avoid consumer confusion or to comply with applicable laws, rules, and regulations.
- Clearances. Advertiser shall be solely responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Advertiser to create and distribute any Ad and grant Roblox the right to reproduce, print, and distribute on the Roblox Platform.
- Roblox Legal Terms. All Ads must conform to the then-current Roblox TOU.
- Delivery and Marking.
- Advertising Purchase
By participating in the Ad Network, You hereby license any and all of Advertiser’s trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source; original works of authorship and related copyrights and any other intangible property in which any party holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing (“Advertiser Intellectual Property") to Roblox for use on the Roblox Platform pursuant to these Ad Terms and the Roblox TOU, which are incorporated herein by reference and made a part hereof. You further grant Roblox an additional non-transferable, non-assignable, non-exclusive, limited, non-sublicensable, royalty free and fully paid worldwide license (without an obligation) during the period. You are participating in the Ad Network, to distribute and exploit the Advertiser Intellectual Property on all distribution channels and media solely to fulfill the purpose of these Ad Terms.
Intellectual Property Rights.
Advertiser acknowledges and agrees that Roblox is and shall remain the sole and exclusive owner of all right, title and interest in the Ad Network and Services (as defined in Roblox TOUs). For as long as You are using the Ad Network, You authorize and grant the necessary license to Roblox to use Your trade names, trademarks, logos or service marks with Your prior written approval for the sole purpose of participation in, and marketing of the Ad Network.
Remedies Against Alleged Infringement.
Advertiser retains the right to take action against any Roblox User who may upload allegedly (or actual) infringing content onto the Platform (including, without limitation, remedies available through the Digital Millennium Copyright Act (“DMCA”); however, and provided that Roblox complies with the DMCA in connection with any “takedown notices” that it may receive from Advertiser (or its designates), Advertiser agrees to take no action against Roblox solely by virtue of the fact that a User has uploaded content onto the Platform that may infringe Advertiser’s Intellectual Property.
Representations and Warranties.
Advertiser hereby represents, warrants, and covenants that (i) it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its formation; (ii) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Ad Terms; (iii) it has the full right, power, and authority to enter into these Ad Terms, to grant the rights and licenses granted under these Ad Terms and to perform its obligations under these Ad Terms; (iv) neither the Ads and other materials submitted hereunder nor the use thereof by Roblox, including without limitation with respect to advertising, marketing or promotion does or will infringe upon, misappropriate or otherwise violate any intellectual property rights or any other rights of any third party; (v) it shall comply with, and the Ads shall comply with, all applicable laws, rules, regulations; (vi) neither the Ads nor any other materials provided by Advertiser will contain any virus or malicious software.
NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE:
NEITHER ROBLOX NOR ANY OTHER PERSON ON ROBLOX’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND ADVERTISER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ROBLOX, OR ANY OTHER PERSON ON ROBLOX’S BEHALF.
(A) Advertiser shall defend, indemnify, and hold harmless Roblox and its employees, officers, directors, agents, affiliates, successors, and permitted assigns (collectively, "Roblox Indemnified Party"), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees and other reasonable fees incurred, and the costs of enforcing any right to indemnification under these Ad Terms and the cost of pursuing any insurance providers (collectively, "Losses"), arising from or related to: (i) the Ads or any other material or content provided by Advertiser, including but not limited to allegations that the such material or content violates the right of a third party (including intellectual property or privacy rights), is defamatory or obscene, contains any viruses, malware, or other harmful code, or violates any applicable laws, rules, or regulations; (ii) the Destinations and Ad Services, including any product liability claims related to the Ad Services or the injury or death to any person caused by the Ad Services; (iii) material breach by Advertiser of any representation, warranty, covenant or other obligations set forth in these Ad Terms; (ii) gross negligence or more culpable act or omission of Advertiser (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Ad Terms; (B) Roblox shall defend, indemnify, and hold harmless Advertiser and its employees, officers, directors, agents, affiliates, successors, and permitted assigns (collectively, "Advertiser Indemnified Party"), against any and all Losses, arising out of or resulting from any third-party claim alleging: (i) material breach by Roblox of any material obligations set forth in these Ad Terms; or (ii) gross negligence or more culpable act or omission of Roblox Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Ad Terms.
Notwithstanding anything to the contrary in these Ad Terms, neither Party is obligated to indemnify or defend the other Party or any of its indemnified parties against any Losses arising out of or resulting, in whole or in part, from the other Party's: (i) willful, reckless or negligent acts or omissions; or (ii) failure to materially comply with any of its material obligations set forth in these Ad Terms.
XCLUSIVE REMEDY.E THIS SECTION 8 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 8.
IN NO EVENT WILL THE AFFILIATED PARTIES BE LIABLE TO ADVERTISER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROBLOX HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
LIMITATION OF LIABILITY:
THE AGGREGATE LIABILITY OF AFFILIATED PARTIES TO YOU FOR ALL CLAIMS (INCLUDING WARRANTY CLAIMS) OR CAUSES OF ACTION IS LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO ROBLOX UNDER THESE AD TERMS FOR THE TWELVE-MONTH PERIOD PRECEDING THE TIME WITHIN WHICH ADVERTISER NOTIFIES ROBLOX OF A CLAIM.
Governing Law and Disputes.