Terms of Service and License Agreement

Effective as of December 20, 2020

Together with its subsidiaries and other affiliates, Dice Systems LLC (dba RoPro), a Delaware corporation (“RoPro”), makes available the “Site” (websites including, without limitation, ropro.io and all sub-domains), “Software” (the RoPro Google Chrome extension), and “Services” (all features provided by the RoPro Google Chrome Extension) to help enhance your Roblox web experience. Access to and use of RoPro’s existing Site, Software and Services, as well as any future Sites, Software or Services provided by RoPro are governed by this Terms of Service and License Agreement (this “Agreement”).

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE THE SITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE. BY ACCESSING OR USING THE SITE, SERVICES AND/OR SOFTWARE, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE BETWEEN 13 AND 17 YEARS OLD, INCLUSIVE, THAT YOU ARE USING THE SITE, SERVICES AND/OR SOFTWARE ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN), THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

Licenses

If you are a subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), RoPro grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Site, the Services and the Software solely for your own personal purposes.

As a condition of your agreement to this Terms, you are bound to not do any of the following prohibited actions with RoPro Sites, Software, or Services:

a. copy, modify or create derivative works based on the Site, Services, Software or Documentation, or any portion(s) of any of the foregoing (individually and collectively, “RoPro IP”);

b. distribute, transmit, publish or otherwise disseminate any RoPro IP;

c. download or store any RoPro IP except to the extent explicitly permitted on the Site;

d. transfer to any third party any of your rights under this Agreement;

e. access or use the Services, Software or RoPro IP for the benefit of any third party;

f. access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Software or Services;

g. attempt to access or derive the source code or architecture of any Software;

h. attempt to probe, scan or test the vulnerability of the Site, Services and/or Software, or any associated system or network, or to breach any security or authentication feature or measures of the Site, Software or Services, and if you are blocked by RoPro from accessing the Site, Software or Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);

i. interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Site or Services, load testing, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,”;

j. email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;

k. automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;

l. export or re-export any RoPro IP;

m. use or access any Services, Software or RoPro IP in order to build a competitive product, service or solution;

n. violate any applicable law or regulations in connection with your use of the Site, Services or Software;

o. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or

p. permit any third party to do any of the foregoing.

Registration and security

By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide RoPro with accurate and complete registration information and to promptly notify RoPro in the event of any changes to any such information.

You shall be solely responsible for the security and proper use of all user IDs, subscription keys or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform RoPro if there is any reason to believe that a user ID, subscription key or any other security device issued by RoPro has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. RoPro reserves the right (at its sole discretion) to request that you change your subscription key(s) in connection with the Services, and you shall promptly comply with any such request.

You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your subscription key, and for the security of your computer systems, and in no event shall RoPro be liable for any loss or damages relating to such activity.

Fees, payment, and trial memberships

If you have registered to use certain Services and/or Software on a trial basis, then you may use such Services and Software only for noncommercial evaluation purposes during the applicable trial period.

Your access to or use of the Services and/or Software shall be contingent upon your payment of all applicable fees as described on the Site or Software at the time (“Fees”).

Upon registering for Paid Services, you will be required to designate a valid payment method. You hereby authorize RoPro to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.

RoPro reserves the right to revise its Fees, including by increasing or adding new Fees, at any time on ten (10) days’ notice. Such notice may be sent to you by email to your most recently provided email address or posted on the Site or by any other manner chosen by RoPro in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the ten (10) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription at any time in the "Manage Your Subscription" section of the RoPro Site.

Continuous membership

To ensure uninterrupted service, all subscriptions to the Site, Software and Services are renewed automatically. You hereby authorize RoPro to charge subscription Fees for the renewal period to the payment method on file. All subscriptions are renewed at the subscription level(s) and Fees in effect at the time the then-current subscription term ends. You may cancel the subscription at any time in the "Manage Your Subscription" section of the RoPro Site.

Free trial

RoPro may offer a free trial membership from time to time with regard to certain Software or Services (a “Trial”). By accessing or using the Site, Services or Software, you agree to the terms of any such Trial and further agree to any changes RoPro may make to such Trial as described in “Changes to Services or Terms” below.

Termination and refund policy

This Agreement shall continue until you cancel your subscription or until terminated by RoPro. You may cancel your subscription at any time. To cancel your subscription, please visit the "Manage Your Subscription" section of the RoPro Site (found at https://ropro.io/subscription).

If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Services until your cancellation is effective (unless your access is suspended or terminated as set forth below).

RoPro may deny you access to all or any part of the Services or terminate your subscription with or without prior notice if you engage in any conduct or activities that RoPro determines, in its sole discretion, violate this Agreement or the rights of RoPro or any third party, or is otherwise inappropriate. Without limitation, RoPro may deny you access to the Services, or terminate this Agreement and your subscription, if your use of the Services exceeds the 30-day and 48-hour use limitations or 365-day and 48-hour use limitations set forth under the section titled “License.”

Upon termination of your RoPro subscriptions(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.

Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable, or are only refundable at RoPro's sole discretion, and RoPro reserves the right to not prorate any Fees paid for a subscription that is terminated before the end of its term.

Access to Services

You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.

Changes to Service or Terms

RoPro reserves the right at any time to (i) change any information, specifications, features or functions of the Site, Services or Software, including any Trial, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party. RoPro will use its commercially reasonable efforts to notify you of changes to the Services and/or Software that, in RoPro’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.

RoPro may from time to time update or revise this Agreement. If RoPro updates or revises this Agreement, RoPro will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and End User License Agreement on the Site or by any other manner chosen by RoPro in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and End User License Agreement at https://ropro.io/terms. It is your responsibility to review the Terms of Service and End User License Agreement periodically.

Links to third party sites

Any links on the Site or within the Software or Services to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. RoPro does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.

Data collection and privacy

RoPro does not collect personally identifiable information from you except to the extent you have explicitly given such information to RoPro. RoPro’s information practices are further described in its privacy policy, which is available at: https://ropro.io/privacy-policy (the “Privacy Policy”). The Privacy Policy is an integral part of this Agreement and is expressly incorporated by reference, and by entering into this Agreement you agree to (i) all of the terms of the Privacy Policy, and (ii) RoPro’s use of data as described in the Privacy Policy is not an actionable breach of your privacy or publicity rights.

RoPro may from time to time update or revise the Privacy Policy. If RoPro updates or revises the Privacy Policy, RoPro will notify you either by email to your most recently provided email address, by posting the updated or revised Privacy Policy on the Site or by any other manner chosen by RoPro in its commercially reasonable discretion. Your use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with the Privacy Policy as updated or revised.

Ownership

All intellectual property rights in and to the User Content are and shall remain your property, and RoPro shall acquire no right of ownership with respect to your User Content.

All intellectual property rights in and to the Software, Site and Services and other RoPro IP are and shall remain the sole property of RoPro and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other RoPro IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, RoPro and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of RoPro. You may from time to time provide RoPro with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services, the Software, the Site and/or any of RoPro’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between you and RoPro all Feedback shall be exclusively owned by RoPro, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result RoPro shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you or any other person or entity.

Indemnity

You shall indemnify, release and hold harmless RoPro and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services or Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity.

Warrant disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROPRO, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES AND SOFTWARE ARE AT YOUR OWN SOLE RISK AND THAT THE SITE, SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ROPRO AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, SERVICES AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of liability

IN NO EVENT SHALL ROPRO BE LIABLE WITH RESPECT TO THE SITE, SERVICES AND/ OR SOFTWARE FOR (I) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES YOU HAVE ACTUALLY PAID TO ROPRO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (III) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ROPRO AND YOU. YOU UNDERSTAND THAT THE SITE, SERVICES AND SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “WARRANTY DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

General provisions

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco County, California. You and RoPro agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of RoPro. RoPro may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

If RoPro is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of RoPro), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond RoPro’s reasonable control (each, a “Force Majeure Event”), RoPro will have no liability to you for such failure to perform; provided, however, that RoPro shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either RoPro or you may terminate this Agreement by delivery of written notice to the other party. You will remain responsible for all Fees incurred through the last day the Services were available.

If you and RoPro have executed a separate Subscription Agreement applicable to your access to and use of the Site, Services and/or Software, then the terms and conditions of such Subscription Agreement shall prevail to the extent of any conflict with the terms and conditions of this Agreement. In all other cases, this Agreement constitutes the entire agreement between RoPro and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between RoPro and you. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.