This Catalog Tools Developer Agreement (this "Agreement") governs your access to and use of the Catalog Tools and your participation in the Stamp process. It forms an agreement between ELISA INTERACTIVE INC. (the "Company," "we," or "Me-Z-Scene") and YOU, the individual accepting this Agreement and, where applicable, the organization on whose behalf you accept it (together, "you" or "Developer").
This Agreement is separate from and additional to the Me-Z-Scene End-User License Agreement at https://mezscene.com/eula/ (the "App EULA"), which governs your use of the Me-Z-Scene App itself. Where the two conflict, this Agreement prevails solely as to the Catalog Tools and the Stamp process.
You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction if higher, to accept this Agreement.
By checking the acceptance box and selecting the acceptance button, you agree to be bound by this Agreement. If you do not agree, do not access or use the Catalog Tools.
1. DEFINITIONS
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"Agreement Version": The version of this Agreement in force at a given acceptance, identified by version number and content hash.
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"Catalog Tools": The Company's Roblox Studio catalog plugin, associated authoring and packaging utilities, the Template Specification, and related documentation and services made available to Developers.
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"Organization": The legal entity, if any, on whose behalf you accept this Agreement.
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"Stamp": The credential issued by the Company under Clause 17 and embedded in a Template, without which the Me-Z-Scene App will not open that Template.
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"Stamp Record": The record generated on issuance of a Stamp, comprising the Developer identity and Organization, the Agreement Version accepted, the Template Fingerprint, and the timestamp.
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"Template": A Roblox place file (
.rbxl) and its associated assets, prepared by you using or in conjunction with the Catalog Tools and conforming to the Template Specification. -
"Template Fingerprint": The cryptographic hash computed by the Catalog Tools over a Template at the time of stamping, identifying that exact Template state.
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"Template Specification": The technical requirements published by the Company describing the criteria for a Template to be usable by the Me-Z-Scene App.
2. ELIGIBILITY AND AUTHORITY
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Individual capacity. You represent that you have the legal capacity to enter into this Agreement and that the information provided during authentication is accurate and current.
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Organizational authority. If you accept on behalf of an Organization, you represent and warrant that you are authorized to bind it, and "Developer" refers to that Organization. The Company is entitled to rely on that representation. Otherwise this Agreement binds you personally.
3. LICENSE TO USE THE CATALOG TOOLS
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Grant. Subject to your ongoing compliance, the Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Catalog Tools solely to prepare Templates in accordance with the Template Specification. This license confers no rights in respect of any Template.
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No fees, no revenue share. This Agreement provides for no fee, revenue share, royalty, or other compensation in either direction. The Company takes no commission on, and is not a party to, any sale of a Template.
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Feedback. If you provide suggestions or feedback regarding the Catalog Tools, you grant the Company a perpetual, irrevocable, worldwide, royalty-free right and license to use it without consideration. This does not extend to Template content.
4. TEMPLATES: OWNERSHIP, DISTRIBUTION, AND STAMPING
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You own your Templates. As between you and the Company, you retain all right, title, and interest in and to the Templates you create. The Company acquires no license to Template content under this Agreement, other than the limited rights in Clause 15. Nothing in this Agreement transfers ownership, and the Company does not host, distribute, sell, publish, promote, or make any Template available to any person.
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Limited rights of the Company. Solely to operate the Stamp process, you permit the Company to: (a) receive and open a Template you submit for review; (b) compute and retain its Template Fingerprint; (c) inspect, test, and play it for the purposes described in Clause 18; and (d) retain the records described in Clause 22. These rights are exercisable only in connection with a Template you submit, end when the review concludes, and confer no right to distribute, publish, or commercially exploit any Template.
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You distribute; the Company does not. You may distribute your Templates through any channel you choose, including your own website, a third-party storefront, or direct delivery. Distribution is solely between you and your customers, on your own terms of sale, and the Company is not a party to it, receives no proceeds from it, and assumes no responsibility for it. You are responsible for your own terms of sale, customer support, refunds, taxes, and compliance obligations.
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What the Stamp is. The Me-Z-Scene App requires a valid Stamp before opening a Template. The Company may, in its discretion, review a Template you submit and issue a Stamp binding to your identity, your Organization, the Agreement Version you accepted, the Template Fingerprint, and the timestamp. The Company is under no obligation to review any Template, to issue a Stamp, or to do either within any period, and may refuse for any reason or no reason. You shall not represent or imply that a Stamp constitutes Company review of intellectual-property rights, endorsement, certification, approval, or any warranty, nor use any Company name or mark to suggest the same; you may state that a Template is stamped for use with the Me-Z-Scene App.
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What review covers — and does not. Where the Company reviews a Template, that review is limited to technical conformance to the Template Specification, basic functionality and playability, and intellectual-property problems apparent on inspection.
The Company does not review, verify, investigate, or make any representation regarding the ownership of, or rights in, any content incorporated in a Template, including whether it infringes any third party's intellectual property. The Company performs no rights clearance, no provenance investigation, and no security audit. Responsibility for all such matters rests solely with you. The issuance of a Stamp is not an endorsement, approval, certification, or warranty by the Company as to a Template's originality, lawfulness, safety, security, or fitness for any purpose, and does not relieve you of any obligation under this Agreement.
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A Stamp binds to one exact Template state. Any modification voids the Stamp; a modified Template requires a new submission and a new Fingerprint. The Company does not withdraw a Stamp once issued, so that persons who have obtained a stamped Template retain a working file. The Company reserves the right, exercisable only in cases of malicious code, an order of a competent authority, or serious and imminent harm to users, to prevent a stamped Template from opening in the Me-Z-Scene App.
5. YOUR REPRESENTATIONS AND WARRANTIES
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Rights in Template content. For each Template you submit, you represent and warrant that:
a) You own or hold all rights, licenses, consents, and permissions necessary in respect of every asset incorporated in the Template, and to distribute it as you intend;
b) Any open-source component is identified, its license complies with the Template Specification, and its terms are consistent with your distribution of the Template;
c) Roblox-sourced content. Any asset obtained from, or created within, the Roblox platform or Roblox Studio is one you are permitted to distribute in a
.rbxlfile outside the Roblox platform. You acknowledge that rights to use an asset within Roblox do not necessarily include rights to redistribute it off-platform, and that satisfying yourself on this point is your responsibility alone;d) Any music, audio, font, image, video, or other media is properly licensed for the uses contemplated, including any synchronization or public-performance rights;
e) No third-party trademark, logo, trade dress, or brand element is incorporated without authorization, and the Template does not imply endorsement by any third party;
f) The Template incorporates no personal information, and no name, likeness, or voice of any identifiable individual without that individual's consent;
g) The Template does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person; and
h) Where an incorporated asset carries an attribution requirement, you have satisfied it within the Template and disclosed it as required by the Template Specification.
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Prohibited content and malicious code. You represent and warrant that no Template you submit: is unlawful; is obscene, hateful, harassing, discriminatory, or otherwise reprehensible; is inappropriate for the Roblox audience; is deceptive as to its origin, authorship, or function; violates the Roblox Terms of Use, Community Standards, or Developer Terms; reproduces the levels, features, or characters of another game or media property without authorization; or contains any virus, backdoor, keylogger, cryptominer, obfuscated or self-modifying code, undisclosed network call, data-exfiltration mechanism, or code designed to disrupt or gain unauthorized access to any system or to circumvent any Roblox or Company security control.
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Records. You consent to the Company recording and retaining evidence of your acceptance of this Agreement and of each Stamp issued, including your identity and Organization, the Agreement Version and content hash, Template Fingerprints, timestamps, IP address, and user-agent, and to the Company using those records as evidence of the agreement between us. Records are retained for 2 years following the later of termination or the last Stamp issued. Personal information is processed in accordance with the Company's privacy policy at https://mezscene.com/privacy/.
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AI processing. You acknowledge that the Me-Z-Scene App, when operated by an end user on your Template, transmits scene data to a third-party AI model provider for processing as described in the App EULA, and you confirm that your terms of sale do not prohibit this.
6. TERM, TERMINATION, AND SURVIVAL
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Term and termination. This Agreement takes effect on your acceptance and continues until terminated. You may terminate at any time by ceasing use of the Catalog Tools and notifying the Company. The Company may terminate or suspend immediately for breach, for conduct susceptible of causing serious harm to the Company's interests or reputation, or where required by law or by Roblox's applicable terms; and on thirty (30) days' notice for convenience.
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Effect and survival. On termination the license in Clause 11 ends and you shall cease using the Catalog Tools. Stamps already issued are unaffected. Clauses 12, 13, 14, 16, 17, 19, 20, 21, 22, and 25 through 32 and any other obligation which by its nature shall survive the termination of the Agreement shall survive.
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Versioning and material changes. Each version of this Agreement is identified by version number and content hash. The version you accepted governs Stamps issued under it. Where the Company makes a material change, continued access to the Catalog Tools is conditioned on your acceptance of the new version through the same acceptance process. Non-material changes take effect on publication with notice through the Catalog Tools or by email.
7. DISCLAIMER, LIABILITY, AND INDEMNITY
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Indemnity. You shall defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, and employees from and against any claim, demand, proceeding, loss, damage, cost, or expense (including reasonable legal fees) arising directly or indirectly from: a) any Template you submit, stamp, or distribute, including any claim that it infringes or misappropriates any third-party right, contains malicious code, or is unlawful; b) your distribution of a Template and your relationship with your customers; c) your breach of this Agreement or of any representation or warranty in it; d) your violation of Roblox's applicable terms; and e) your use of the Catalog Tools. This indemnity is not limited or reduced by any review the Company may have performed or any Stamp it may have issued.
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THE CATALOG TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION. THE COMPANY DOES NOT WARRANT THAT THE CATALOG TOOLS OR ANY REVIEW WILL DETECT ANY DEFECT, INFRINGEMENT, OR MALICIOUS CODE IN A TEMPLATE.
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THE COMPANY MAKES NO REPRESENTATION THAT ANY TEMPLATE WILL BE REVIEWED, STAMPED, OR STAMPED WITHIN ANY PERIOD, AND SHALL HAVE NO LIABILITY ARISING FROM A REFUSAL TO STAMP, A DELAY IN STAMPING, OR ANY CONSEQUENCE THEREOF, INCLUDING LOST SALES OR MISSED LAUNCH DATES.
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS OPPORTUNITY, GOODWILL, OR DATA. THE COMPANY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. GENERAL
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Relationship, assignment, severability. Nothing creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other. You may not assign this Agreement without the Company's prior written consent; the Company may assign it in whole without yours. If any provision is held invalid, the remainder continues in force, and nothing in this Agreement limits any non-waivable right available to you under applicable law.
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Governing law and language. This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Disputes are submitted exclusively to the courts of the Province of Quebec, judicial district of Montréal. You acknowledge that a French version has been made available and accept to be bound by the English version. Les parties reconnaissent qu'une version française a été mise à leur disposition et acceptent d'être liées par la version anglaise.