Last modified: March 2021
If you (“Developer”, “you”, “your”, and “yours”) are a developer of games and publishing advertisements using our Services, by clicking on the “ACCEPT” button, you (1) are consenting and expressly agree to be bound by and are becoming a party to (a) the terms of this Developers Agreement (the “Agreement”), and (b) the terms of the Terms of Services located at https://bloxbiz.com/terms/ (the “Bloxbiz Terms”); and (2) you represent and acknowledge that you have read and reviewed the Bloxbiz Terms and the terms of this Agreement. If these terms are considered an offer, acceptance is expressly limited to the terms of this Agreement and the Bloxbiz Terms. All capitalized terms used, but not defined, in Section 1 of this Agreement, will have the meaning prescribed to them in the Bloxbiz Terms.
“Ad Unit” means a 3D billboard, poster or other format for presenting Ads, as approved by Bloxbiz, inserted by Developer into Developer Games for the display of Ads pursuant to this Agreement.
“Ads” means materials, messages, or links in any format which promote various brands, products or services, provided to Bloxbiz by Advertisers for use in the performance of the Developer Services. Ads may or may not be Paid Ads.
“Advertisers” means the Person that provides Ads to Bloxbiz.
“Applicable Laws” means all applicable federal, state and local laws, statutes, rules, standards, regulations and policies related to the Developer Services and Deliverables, including without limitation, relating to online and direct marketing, telemarketing, digital and mobile marketing, lead generation and advertising, banking and consumer credit laws, privacy and data protection laws, and other laws related to the Developer Services and Deliverables.
“Applicable Percentage” means the percentage of Total Net Revenue as set and determined by Bloxbiz, in its sole discretion, in the determination of the amount of Fees to be paid to Developer.
“Bloxbiz IP” means the Bloxbiz Services, Bloxbiz Confidential Information, and any IP related thereto.
“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential”, “Proprietary”, or some similar designation, or should reasonably be considered confidential or proprietary without such marking or designation. For purposes of this Agreement, Confidential Information shall not include information the Receiving Party can document: (a) was or has become readily available to the public without restriction through no fault of the Receiving Party; (b) was received without restriction from a third-party lawfully entitled to possess and disclose such information; or (c) was rightfully in possession of the Receiving Party without restriction prior to the Disclosing Party’s disclosure of such information to the Receiving Party. Developer hereby acknowledges and agrees Bloxbiz Confidential Information shall include without limitation, all Bloxbiz technology, software, source code, trade secrets, programming, specifications, requirements, documentation, contractual terms (including the terms of this Agreement), guidelines, customer information, marketing and business plans, financial information, know-how, and materials relating to the Bloxbiz Services and the Developer Services, as well as number of clicks, click-through rates, number of impressions, average cost per click, total cost, conversion rates, cost per conversion, statistics, reporting data, general analytics and other output relating to the Developer Games performance in relation to the Bloxbiz Services and the Developer Services.
“Covered Platforms” means: (a) Bloxbiz's website, the primary page for which is located at https://www.bloxbiz.com/ and social media communications; and (b) Advertisers owned, operated, controlled, or associated websites, social media communications, app stores, marketplaces, and other digital distribution platforms.
“Deliverables” means the type and amount of inventory to be delivered (e.g., impressions, clicks, or other actions) that are a direct result of the Ads in the Developer Games.
“Developer Games” means the Developer owned, created, operated, or controlled games developed specifically for sharing and playing through Roblox.
“Developer IP” means the Developer Services, Developer Confidential Information, and any IP related thereto.
“Developer Services” means the provision of Ad Units to Bloxbiz for the placement of Ads in the Developer Games, as more fully described in this Agreement.
“Disclosing Party” means the party disclosing Confidential Information to the other party pursuant to this Agreement.
“Feedback” includes: (a) suggestions for correction, change, or modification to the Bloxbiz Services; and (b) evaluation data, reports, or other feedback suggestions, materials, code, programming information or any other information relating to the Bloxbiz Services provided, created or developed by Developer to Bloxbiz hereunder.
“Fees” means the amounts to be paid to Developer that are on the basis of the set Applicable Percentage of Total Net Revenue, as set forth in Section 5 of this Agreement.
“Flight Date(s)” means the time period in which a specific Ad is to be displayed in the Developer Games. Flight Dates may be provided by Bloxbiz to Developer pursuant to this Agreement.
“IP” means any and all intellectual property including without limitation: (a) tangible and intangible rights, now known or hereafter existing, (i) associated with works of authorship, including without limitation, copyrights, moral rights and mask work rights, (ii) in and relating to the protection of Marks and goodwill, and (iii) in and relating to the protection of trade secrets and Confidential Information; (b) patents, designs, algorithms and other industrial property rights and rights associated therewith; (c) other intellectual and industrial property and proprietary rights relating to intangible property that are analogous to any of the foregoing rights, whether arising by operation of law, contract, license, or otherwise; and (d) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the world (including without limitation, rights in any of the foregoing).
“Invalid Actions” means fraudulent, duplicate, or other invalid Deliverables including without limitation: (a) fictitious views; (b) a Deliverable that is a computer generated user, such as a robot, spider, computer script, or other automated, artificial, or fraudulent method designed to appear like an individual, live person; or (c) clicks made by an individual person who is paid or deceptively motivated to click on the Ads.
“Marks” means all trade names, trademarks, service marks, logos, and domain names.
“Paid Ads” means only those Ads which Advertisers provide monetary compensation to Bloxbiz for display through Developer Games.
“Payment Minimum” means $100 or such other amount Bloxbiz may designate from time to time.
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
“Receiving Party” means the party receiving Confidential Information of the Disclosing Party pursuant to this Agreement.
“Roblox” means the proprietary platform, services and site owned and operated by Roblox located at https://www.roblox.com/.
“Services” means Bloxbiz’ proprietary software for providing Ads within games created and developed for Roblox.
“Term” means the term of this Agreement as set forth in Section 9.
“Total Net Revenue” means the total aggregate revenue generated from Paid Ads in Developer Games during a calendar month based on the Deliverables, which revenue is actually received by Bloxbiz from Advertisers.
(a) Bloxbiz will own all right, title and interest to the Bloxbiz IP. Developer will not acquire any right, title or interest in or to any Bloxbiz IP. Subject to the terms and conditions of this Agreement, Bloxbiz hereby grants to Developer a non-exclusive, revocable, non- transferrable, non-sublicenseable, royalty-based (as applicable), limited right and license to use the Bloxbiz Services solely to: (i) reproduce (including compression and temporary storage), perform, transmit, and display the Ads; and (ii) perform the Developer Services and only for the term of this Agreement, and for no other purpose or under any other condition whatsoever. Developer will not edit or otherwise modify the Ads or the Bloxbiz IP, or any component thereof, without the prior written approval of Bloxbiz, such approval to be determined in Bloxbiz’ sole and absolute discretion. Any rights not expressly granted herein are deemed withheld by Bloxbiz.
(b) Developer will own all right, title and interest to the Developer IP. Bloxbiz will not acquire any right, title or interest in or to any Developer IP. Subject to the terms and conditions of this Agreement, Developer hereby grants to Bloxbiz all necessary rights to access the Developer Games and/or servers as necessary to cause the transmission, reproduction, and displays of Ads and as contemplated herein. In addition, Developer hereby grants Bloxbiz a non-exclusive and non- transferable license to include Developer's name and Marks and screenshots and images captured by Bloxbiz depicting Ads on display within Developer's Games in marketing materials, presentations, press releases and customer lists. Any rights not expressly granted herein are deemed withheld by Developer.
(c) Advertisers will own all right, title and interest to their respective Ads. Except as expressly provided herein or by separate agreement, neither Bloxbiz nor Developer shall acquire any right, title or interest in or to the Ads, regardless of the manner or format in which such Ads are incorporated into the Developer Games.
(a) Through the Bloxbiz Services, Bloxbiz will deliver all Ads to Developer for display in the Developer Games. If applicable, Bloxbiz may also provide Developer with the specific Flights Dates of certain Ads.
(b) Developer shall timely perform the Developer Services and shall provide Bloxbiz with access to Ad Unit(s) to allow Bloxbiz to place Ads in Developer Games. Ads will be in PNG or JPG format or in any other format as determined by Bloxbiz, in Bloxbiz’ sole discretion, from time to time. If Developer uses third-parties in connection with the Developer Services, Developer shall be fully responsible and liable for the acts, practices, and omissions of such third-parties, including without limitation, breaches of this Agreement. Bloxbiz retains the right to contract with other companies or entities for services and deliverables that are similar to the Developer Services and Deliverables described in this Agreement.
(c) In the event Bloxbiz agrees to provide Developer with Paid Ads pursuant to which Fees are due, Developer shall not be entitled to, and Bloxbiz shall not be liable for, any payment resulting from: (i) any Deliverable based on Invalid Actions; or (ii) any Deliverables that are not expressly requested by Bloxbiz under this Agreement. Developer agrees that the Flight Date(s) of the campaign as provided by Bloxbiz, may be modified by Bloxbiz upon notice to Developer due to scheduling delays, including without limitation, delays in execution of this Agreement, credit approval, delivery of Ads, etc.
(d) The parties agree that any and all traffic or other data to be provided in connection with this Agreement, including without limitation, Fees (if applicable), click-through rates, impressions delivered, actions/acquisitions delivered, positioning and placement of Ads will be solely based upon the Bloxbiz reporting systems and analytics in determining Developer’s performance pursuant to this Agreement.
(a) Developer will use best efforts to uphold the highest ethical and commercial standards. During the term of this Agreement, Developer may not place or allow the placement of any ad in Developer Games that contain, promote, reference or have links to: (i) profanity, sexually explicit material, hate material, defamatory, libelous, slanderous, offensive, insensitive, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or family status, illegal activities or advice, or any other material deemed by Bloxbiz to be unsuitable or harmful to Bloxbiz’ reputation; (ii) web pages with no content; (iii) piracy (of software, videos, audio/music, books, video games, etc.), hacking/cracking/phreaking, content unlockers, emulators/ROMs, or violations of the IP or privacy rights of others; (iv) intentionally deceptive acts or practices; (v) personal web pages, free hosted pages or websites under construction; (vi) charity clicks/donations, paid to surf, Active X downloads, all affiliate links or incentivized traffic where users have some sort of incentive to click on the Ads; (vii) targets persons less than 18 years of age; or (viii) activities generally understood as Internet abuse including without limitation, the sending of unsolicited bulk electronic mail or the use of spyware. Developer understands and agrees Bloxbiz may turn off the Ads (or the links contained in the Ads) at any time, in Bloxbiz’ sole and absolute discretion, if Bloxbiz believes there may be harm or other damage to Bloxbiz or the Advertisers or their respective reputations.
(b) Developer hereby agrees, represents and warrants that it will provide the Developer Services, and use the Ads only for lawful purposes and in accordance with this Agreement and all Applicable Laws, including any applicable Roblox policies and terms.
(c) Developer understands and agrees that, as Ads are provided to Bloxbiz by Advertisers, Bloxbiz shall not have any responsibility, obligation or liability of any kind and for any reason for any content in such Ads and any recourse for damages of any kind incurred by Developer due to or that result from Developer’s use of any such Ads shall be brought by Developer against the respective Advertiser only and not against Bloxbiz.
(d) Developer hereby represents and warrants that it will not itself, nor will it authorize any third-party to, directly or indirectly: (i) generate impressions and/or clicks on any Ads through any Invalid Actions; (ii) reverse engineer, disassemble, or decompile any Bloxbiz IP or Bloxbiz Confidential Information; (iii) interfere or attempt to interfere with the proper working of the Covered Platforms; (iv) intercept or expropriate any system data or personal information from the Covered Platforms, or prevent others from using the Covered Platforms by any means, including without limitation, uploading or making available materials that contain viruses, worms, or other programming routines that are designed to, and may potentially, interrupt, destroy, and/or limit the functionality of any computer software or hardware or telecommunications equipment; (v) use the Covered Platforms for any fraudulent or unlawful purposes; or (vi) improperly access or query any Bloxbiz server.
(e) Developer further represents and warrants to Bloxbiz that: (i) it has all necessary rights and permissions to offer, sell and/or license the products and services through the Ads in the Developer Games; (ii) the Developer Services and Developer Games do not and will not violate any Applicable Laws, any IP rights of any third-party or any applicable Roblox terms and policies; (iii) it has complied with all Applicable Laws, including any applicable Roblox policies and terms; and (iv) it has the legal right to use any Mark used by Developer in connection with this Agreement.
(f) Developer understands and agrees that nothing will restrict or limit Bloxbiz’s right to profit from, disclose, publish, keep secret, or otherwise use in any manner and for any purpose Feedback, without compensating or crediting Developer or any individual providing such Feedback.
(a) Bloxbiz may, from time to time and in its sole discretion, provide payment of Fees to Developer based on the Applicable Percentage of Total Net Revenue generated from Deliverables. The payment of Fees is only applicable to Developer if Ads delivered by Bloxbiz are Paid Ads.
(b) Developer understands and agrees that (i) the Applicable Percentage is set by Bloxbiz in its sole discretion and may be modified from time to time, (ii) Bloxbiz is under no obligation to offer placement of Paid Ads to Developer, and (iii) if Fees are paid, Bloxbiz will determine how to measure and quantify the Deliverables and the determination of Fees will be based on Bloxbiz’s measurements, which shall be final; provided, however, that in the event Bloxbiz agrees to a set Applicable Percentage with Developer during the term of this Agreement, Bloxbiz may enter into a separate written order form with Developer setting forth such Applicable Percentage.
(c) In the event that Bloxbiz provides Paid Ads to Developer and agrees to pay Fees to Developer, the following provisions will apply:
(i) Any Fees due to Developer will be paid to Developer within sixty (60) days following receipt of payment by Bloxbiz from the respective Advertisers. Bloxbiz shall pay Developer via Paypal, Bankwire, or as otherwise specified by Bloxbiz. Bloxbiz will use commercially reasonable efforts to collect all fees due and payable by Advertisers. Notwithstanding the foregoing, Developer agrees that Bloxbiz shall be liable for Fees solely to the extent proceeds have cleared from the Advertiser to Bloxbiz for Ads displayed in accordance with this Agreement.
(ii) Developer understands and agrees that in no event shall Bloxbiz be liable to Developer for any Fees based on any amounts that resulted from Invalid Actions on Ads, as reasonably determined by Bloxbiz, or any clicks or impressions originating from Developer IP address or computers under Developer control.
(iii) Payment of Fees will only be required by Bloxbiz upon Developer’s achievement of the Payment Minimum. For clarity, if the Payment Minimum is set at $100, Bloxbiz will not be obligated to pay Developer until Fees due to Developer exceed $100. Developer understands and agrees that Bloxbiz is in no manner guaranteeing that Developer will ever reach the Payment Minimum during the Term. In the event the Agreement is terminated (other than for Developer’s breach of any term of this Agreement) before the Payment Minimum is achieved, Bloxbiz will pay Developer any Fees due to Developer pursuant to Section 5(c)(i) above.
(iv) To ensure proper payment of Fees, Developer is solely responsible for providing and maintaining accurate contact, payment and account information. Any bank fees related to returned or canceled checks due to an account information error or omission may be deducted from the newly issued payment. In the event of any breach by Developer of any material rights of Bloxbiz under this Agreement, Developer agrees Bloxbiz shall have the right, in its sole and absolute discretion, to either withhold payments to Developer or decrease the Fees owed to Developer.
(v) If Developer intends to dispute any payment of Fees made by Bloxbiz pursuant to this Agreement, it must notify Bloxbiz in writing within thirty (30) days of any such payment. Failure to notify Bloxbiz shall result in the waiver by Developer of any claim it has relating to any such disputed Fees.
(a) The Receiving Party hereby agrees not to use any Confidential Information for any purposes whatsoever except as to perform it duties under this Agreement. The Receiving Party hereby agrees not to disclose Confidential Information to any third-party except to an employee or advisor who has a need to know such Confidential Information in order to perform its duties under this Agreement, and who is bound by confidentiality obligations and restrictions at least as protective as this Agreement. The Receiving Party shall be fully liable and responsible for any employee or advisor who breaches the terms of this Agreement, including without limitation, these confidentiality provisions. The Receiving Party shall not disassemble, reverse engineer, or otherwise decompile any of the Disclosing Party’s Confidential Information. If the Receiving Party is required by legal process to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall not be in breach of this Agreement, but shall provide the Disclosing Party with prompt written notice thereof so the Disclosing Party may seek a protective order or other appropriate remedy to prevent or limit disclosure of its Confidential Information. The Receiving Party shall reasonably cooperate with the Disclosing Party’s application for a protective order or other remedy, and the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
(b) The Receiving Party hereby agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that the Receiving Party takes to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
Developer shall indemnify, defend and hold Bloxbiz, its Advertisers, partners, agents, and affiliates, as well as Bloxbiz’ respective officers, directors, and employees harmless from and against any claim, suit, action, and all damages resulting from or arising out of: (a) any third-party claim the Developer Services or the Developer Games, including without limitation, any claim that the Developer Services or the Developer Games infringe, violate, or misappropriate any IP or other right of any third- party under the laws of any jurisdiction; and (b) any breach or violation of this Agreement or any breach of the representations, warranties, and covenants made by Developer herein. Bloxbiz reserves the right to, at Developer’s expense, assume the exclusive defense and control of any matter for which Developer is required to indemnify Bloxbiz, and Developer agrees to fully cooperate with Bloxbiz’ defense of such claims. Developer shall not be required to indemnify Bloxbiz to the extent a claim results from the gross negligence or willful misconduct of Bloxbiz or its Advertisers, partners, agents, affiliates, officers, directors and employees.
(a) EXCLUDING DEVELOPER’S INDEMNIFICATION OBLIGATIONS AND CONFIDENTIAL OBLIGATIONS DESCRIBED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTIVE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY, AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BLOXBIZ’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH BLOXBIZ’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT PAID BY BLOXBIZ TO DEVELOPER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES.
(b) DEVELOPER ACKNOWLEDGES THAT BLOXBIZ MAY, IN ITS SOLE DISCRETION, VERIFY OR MONITOR ADS FOR COMPLIANCE OF APPLICABLE LAWS AND/OR ROBLOX POLICIES. NOTWITHSTANDING THE FOREGOING, DEVELOPER AGREES THAT BLOXBIZ SHALL NOT BE LIABLE TO DEVELOPER FOR ANY DAMAGES RELATED TO THE ADS, INCLUDING, BUT NOT LIMITED TO, ANY ACTION TAKEN BY ROBLOX FOR NON-COMPLIANT ADS.
The Term of this Agreement will continue (a) until terminated by either party for any or no reason upon sixty (60) days prior written notice to the other party, or (b) if Flight Dates are specified by Bloxbiz, upon completion of the Flight Dates, or (c) until as otherwise earlier terminated pursuant to this section. Bloxbiz reserves the right to terminate this Agreement immediately if Developer violates any portion of this Agreement. Upon termination of this Agreement, the following shall immediately occur: (A) the license to the Ads and the Bloxbiz Services shall immediately terminate and revert to Bloxbiz; (B) Developer shall immediately cease from using all Ads and shall deactivate any included links; and (C) each party shall immediately cease using, promptly return, and purge its files of all material and any Confidential Information received from the Disclosing Party. Upon termination of this Agreement, Developer shall be entitled to payment of Fees (if applicable) incurred prior to the effective date of termination. Any such payment shall constitute full settlement of any and all claims of Developer of every description against Bloxbiz. Any right or obligation of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
(b) No modification of this Agreement shall be binding unless in writing and signed by duly authorized officers of both parties. The rights of Bloxbiz under this Agreement shall not be deemed waived except as specifically stated in a writing signed by a duly authorized officer of Bloxbiz.
(c) If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. Furthermore, in lieu of any such invalid or unenforceable term or provision hereof, the parties shall add as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible to be valid and enforceable.
(d) Developer may not resell, assign, or transfer any of its rights or obligations hereunder without Bloxbiz’ prior written approval. Bloxbiz shall be allowed to assign or transfer any of its rights or obligations hereunder upon written notice to Developer. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors and assigns. The relationship of the parties is one of contract only, and in no event will the parties be construed as partners, joint venturers, agents or principals of each other.
(e) This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International State of Goods and the Uniform Computer Information Transactions Act. In the event of any dispute or difference arising out of or relating to this Agreement, its validity, performance and termination, or the breach thereof, the parties shall use their best efforts to settle such disputes or differences in good faith negotiations, keeping in mind their mutual interests, in order to reach an equitable solution satisfactory to both parties. If the parties do not reach a solution in a period of thirty (30) days or such longer period as mutually agreed to by the parties, then the disputes or differences shall be finally settled in arbitration in Nassau County, New York. The arbitration shall be administered by Judicial Arbitration and Mediation Services/Endispute, Inc., pursuant to its Streamlined Arbitration Rules and Procedures. The decision of the arbitrators shall be final and shall be enforceable in any court of competent jurisdiction. The prevailing party shall be entitled to recover the costs, including reasonable attorneys’ fees and/or collection fees, in any claim or action arising out of or relating to this Agreement.
(f) All notices from Bloxbiz to Developer shall be sent to Developer’s account with Bloxbiz. All notices from Developer to Bloxbiz shall be sent to email@example.com. Any notice required to be delivered under this Agreement shall be deemed delivered: (i) three (3) days after deposit in U.S. mail, return receipt requested; (ii) one (1) business day if sent by overnight courier service; and (iii) immediately if sent electronically or by fax or delivered in person.
(g) Bloxbiz shall have the right to seek a preliminary injunction or other equitable relief if, in its sole judgment, such action is necessary to avoid irreparable damage. Such injunctive or equitable action shall be brought within the state and federal courts in New York, New York. The parties expressly and irrevocably consent to the exclusive personal jurisdiction and venue of any state or federal court in Nassau County, New York, for any claim or action arising out of or relating to this Agreement.