TERMS OF SERVICE
Effective Date: November 18, 2024
Terms of Service
Welcome, and thank you for your interest in VRChat Inc. (“VRChat,” “we,” or “us”) and our website at www.vrchat.com, along with our related websites, networks, desktop applications (each, a “Desktop Client”), VR headset applications (each, a “VR Client”), mobile applications (each, a “Mobile Client” and together with any Desktop Clients and VR Clients, “Clients”), software development kits for use in connection with any technology or services made available by or on behalf of VRChat (each, an “SDK”), and other services provided by us (collectively, including any Clients and SDKs, the “Platform”). These VRChat Terms of Service (these “Terms”), are a legally binding contract between you and VRChat regarding your use of the Platform.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE PLATFORM OR ANY PART OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Platform or any part of the Platform.
You acknowledge and agree that, as provided in greater detail in these Terms: (a) any Client is licensed, not sold to you; (b) you may use the Platform only as set forth in these Terms; (c) the Platform is provided “as is” without warranties of any kind and VRChat’s liability to you is limited; (d) disputes arising under these Terms will be resolved by binding arbitration, and by accepting these Terms, as described in greater detail in Section 27, you and VRChat are each waiving the right to a trial by jury or to participate in a class action.
In addition to these Terms, you may be subject to the following terms and policies, which are incorporated by reference:
1. Platform Overview
VRChat is a platform for experiencing, creating, and publishing social virtual reality and related digital experiences. Subject to compliance with these Terms, and dependent on the then-current functionality of the Platform, users of the Platform (“Users”) may be able to use it to create, share, and interact with virtual worlds and avatars.
2. Eligibility
You must be at least 13 years of age to use the Platform. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform complies with all applicable laws and regulations.
If you are at least 13 but are under the age of 18, you may only use the Platform with your parent’s or guardian’s consent and your parent or guardian must provide consent after having read these Terms. In such a case you represent and warrant and covenant that both you and your parent or guardian have read and consent to these Terms (including all the conditions, limitations, disclaimers, and waivers provided herein). You further acknowledge and agree that by using the Platform you are accepting a benefit that you cannot return or disgorge and that we are relying on your representations regarding your ability to accept and perform these Terms, and you therefore waive any right you may have under applicable law to void, rescind, or otherwise avoid these Terms. If you are a parent or guardian consenting to these Terms on behalf of a child between the ages of 13 and 18, you additionally agree to guarantee and be fully responsible for that person’s performance hereunder, including all financial obligations or liability he or she may incur, and all disclaimers and waivers of applicable legal protections provided herein, and you agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing. In all other cases, you represent that you are 18 years or older and fully competent to enter into these Terms, and you hereby agree and acknowledge that you have read, understood, and agree to be bound by these Terms without modification.
If you are using the Platform on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
You further represent and warrant that you are not listed on or covered by any sanctioned person lists administered by the United States government or United Nations, including but not limited to the United States Department of Treasury’s List of Specially Designated Nationals and Blocked Persons, the United States Department of Commerce’s List of Denied Persons or Entity List, and the United Nations Security Council Sanctions. You further represent that you are not located in a country subject to comprehensive United States sanctions, including Iran, Syria, Cuba, North Korea, the Crimea region of Ukraine, the Donetsk People’s Republic or the Luhansk People’s Republic. Should you become listed on or otherwise subject to any such list or are in a country subject to comprehensive United States sanctions, then you agree to immediately cease use of the Platform.
3. Accounts and Registration
To access most features of the Platform, you must register for an account (your “User Account”). When you register, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password.
You may also access certain features of the Platform using your login credentials for certain third-party platforms (as authorized by VRChat) (each a “Third-Party Account”). The Platform may offer functionality allowing you to merge your User Account with a Third-Party Account.
You are solely responsible for maintaining the confidentiality of the password(s) for your User Account and any Third-Party Accounts (each an “Account”), and you accept responsibility for all activities that occur under your Accounts. If you have reason to believe that your Account is no longer secure, then you must immediately notify us at https://vrch.at/support.
4. Client Licenses
Subject to your complete and ongoing compliance with the terms and conditions in these Terms, VRChat grants you a limited, non-commercial (except as otherwise specified in these Terms or other written agreement between you and VRChat), non-exclusive, non-transferable, non-sublicensable, revocable license to each copy of any Client downloaded directly from VRChat’s website or from a legitimate marketplace authorized by VRChat to distribute the Client to you, solely in an executable application format, for your personal use for lawful purposes, on compatible devices you own or control, and to access and use the Platform in accordance with these Terms. The terms “Desktop Client,” “VR Client” and Mobile Client as used in these Terms, include any updates or modifications to the applicable Client made available to you by or on behalf of VRChat (unless provided with separate terms, in which case those terms are hereby incorporated into these Terms unless otherwise stated in those separate terms, and will control in the event of a conflict with the terms of these Terms, but only with respect to the applicable Client).
5. VRChat SDK License
Your use of any SDK or related SDK materials is subject to your complete and ongoing compliance with the terms and conditions in these Terms and the SDK terms applicable to the SDK (which are incorporated into these Terms by this reference). If no other SDK license terms are distributed in connection with a particular SDK or related SDK materials, then your use of such SDK or related SDK materials is subject to the SDK license available at https://hello.vrchat.com/legal/sdk (or any successor URL designated by VRChat) (the “SDK License”).
6. Trademark License
Subject to your complete and ongoing compliance with these Terms, VRChat grants you a limited, non-commercial (except as otherwise specified in these Terms or other written agreement between you and VRChat), non-exclusive, non-transferable, non-sublicensable, revocable license to use its trade names, trademarks, service names, and service marks (“Marks”), solely when used in compliance with the then-current VRChat brand guidelines, available here (or any successor URL designated by VRChat) (the “Brand Guidelines”), and solely in connection with permitted uses under these Terms, in each case, provided that you may not use any Marks in a way that would suggest that you are affiliated with VRChat or that VRChat has reviewed or approved of any of the content with which the Marks are used. The Brand Guidelines are incorporated into these Terms by this reference. Any goodwill in the Marks will inure solely to VRChat.
7. No Support
We are under no obligation to provide support for the Platform. In instances where we may offer support, the support will be subject to applicable published policies.
8. User Content and Groups
8.1. User Content Generally. Any User may leverage certain features of the Platform to develop content on or submit, upload, publish, broadcast, perform, or otherwise transmit content to or via the Platform (directly, through any automated process, or through a third party acting on their behalf or at their direction) (“Post”), including software code, messages, photos, video, images, folders, data, text, performances, and other types of works (all such content, “User Content”). As between you and VRChat, you retain copyright and any other proprietary rights in the User Content you Post, subject to the licenses granted in these Terms or in any other agreement between you and VRChat.
8.2. Limited License Grant to VRChat. By Posting any User Content, you grant VRChat a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, fully-paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute that User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You expressly agree and acknowledge that VRChat may modify your User Content to ensure it: (a) is compatible and properly displayed on multiple platforms and devices; and (b) complies with the Terms, applicable laws, and other guidelines set forth by VRChat. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content that is Posted or otherwise used on external services via the Platform. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from VRChat’s exercise of the license set forth in this Section 8.2. You agree that the license granted to VRChat under this Section 8.2 applies to any User Content you directly Post, indirectly Post, or previously Posted.
8.3. Limited License Grant to Other Users. By Posting or sharing User Content with other Users of the Platform in a public portion of the Platform, or by setting any of your User Content to public, you grant those Users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Platform.
8.4. User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. VRChat disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of Posting User Content. By Posting User Content, you affirm, represent, and warrant that:
a. you are the creator and owner of that User Content, or have the necessary licenses, rights, consents, and permissions to authorize VRChat and Users to use and distribute that User Content as necessary to exercise the licenses granted by you in this Section 8.4, in the manner contemplated by VRChat, the Platform, and these Terms;
b. your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) violate or cause VRChat to violate any law or regulation, or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate. Uploading such User Content is also a violation of Section 13.2 of these Terms.
8.5. Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and have granted non-exclusive rights to a Performing Rights Organization (“PRO”), then you must notify your PRO of the royalty-free licenses you grant through these Terms to VRChat or to other Users. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher or a PRO, then you must obtain the consent of that music publisher or PRO to grant the royalty-free license(s) set forth in these Terms or have that music publisher or PRO enter into these Terms with VRChat. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant VRChat the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Platform is in compliance with any contractual obligations you have to your record label, including if you create any new recordings through the Platform that may be claimed by your label. Finally, if you wish to perform a cover song and Post it, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of that musical work.
8.6. Deleting User Content. Where permitted by functionality within the Platform, you may delete copies or instances of your User Content that you have uploaded through the normal functionality of the Platform. If you delete your User Content through use of that functionality, the licenses granted by you in this Section 8 to your User Content terminate as described in this Section 8.6 with respect to the particular copies or instances of your User Content that you have deleted. The termination of the licenses does not apply to any copies or instances of the same User Content that you have not specifically deleted from the Platform, including those that may be displayed elsewhere or that may be stored by other Users to whom you have transferred or sold copies. The licenses under this Section 8 that you have granted to your User Content that you delete through the Platform will survive termination solely to allow VRChat to: (a) retain server copies of particular instances of your User Content, including copies stored in connection with back-up, debugging, and testing procedures; and (b) enable the exercise of the licenses granted in this Section 8 for any other copies or instances of the same User Content that you have not specifically deleted from the Platform, including those that may be displayed elsewhere or that exist in other Users’ account inventories.
8.7. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other Users may Post and will not be in any way responsible or liable for User Content. VRChat may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Platform, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Most User Content, including worlds and avatars, available through VRChat is created by other Users or third parties, and VRChat does not control or actively monitor the content or technical features of individual worlds, avatars, or other User Content. You understand that any world you enter is at your own risk. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against VRChat with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a User or content owner that User Content allegedly does not conform to these Terms, we may (but are under no obligation to) investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.
8.8. Groups Generally. The Platform enables Users to create and join “groups” comprised of other Users (“Groups”). The individual or entity who created the Group will be deemed the owner of the Group for all purposes (the “Group Owner"). The Group Owner may designate (in that person’s sole discretion) to make a different person the new Group Owner (in such case the new owner shall be considered the Group Owner). If the Group Owner’s User Account is terminated pursuant to these Terms, VRChat may, in its sole discretion, determine who shall be designated the rightful person to be made the new Group Owner of such Group (and that User shall be considered the Group Owner); provided, however, that nothing will obligate VRChat to designate a new Group Owner if VRChat in its sole discretion determines to terminate a Group. Group Owners may not sell or auction control of groups they own: (a) without the express approval of VRChat; or (b) through any functionality that is not formally designated by VRChat for such transactions.
8.9. Groups and User Content.
a. By participating in a Group, you hereby grant the Group Owner, as such Group Owner may change over time, the sole and exclusive authority to act on your behalf to authorize VRChat to use any User Content created by or uploaded to the Group as set forth in these Terms, the Creator Economy Program Rules (“CE Rules”), or pursuant to any other agreement entered into between the Group Owner and VRChat. A Group Owner and the members of a Group may separately agree upon how the Group Owner may exercise the authority granted to such Group Owner in these Terms or how the members of a Group may allocate amongst themselves any payments that may be made to the Group Owner for any activities undertaken or User Content created by or uploaded to the Group. In any event, VRChat will make any payments due for any activities undertaken by the Group or User Content created by or uploaded to the Group solely to the applicable Group Owner.
b. You hereby waive any claims that you may have against VRChat for any payments made to a Group Owner by VRChat, and you agree to seek recovery of any payments due to you solely from the applicable Group Owner. Except as may be provided by law, any duty of accounting between a Group Owner and members of such Group will arise solely pursuant to any written agreements among the Group Owner and the members of such Group, and VRChat will not be bound by any such agreements.
8.10. World Creators and Instance Owners. If you create a world or instance, you may not collect or create features that collect information that provides the real identity, address, phone number, or government identification number of any User using such world or instance. You may collect such information, with the User’s consent, outside of the Platform.
9. VRChat Creator Economy and VRChat Credits
9.1. VRChat Credits.
a. License to Use. We, in our sole discretion, may grant certain Users a limited license to use our official Platform currency, VRChat Credits (“Credits”), in the applicable portions of the Platform (the “VRC Creator Economy”). If we allow you to use Credits, we hereby grant you a non-exclusive, revocable, personal, limited, non-transferable (except as specifically set out otherwise in these Terms) right and license to use Credits only: (i) in connection with the Platform; (ii) for your individual, personal, entertainment; and (iii) subject to these Terms.
b. Termination of License. We may terminate your limited license to use Credits at any time if: (i) you violate these Terms or any other VRChat policies; (ii) we suspend, ban, or delete your account; (iii) we terminate these Terms; or (iv) we stop offering the Platform.
c. Ways to Acquire Credits. Credits may be acquired: (i) by purchasing them directly from us or through the third-party markets that we authorize to sell Credits; (ii) by receiving them from other Users, if and to the extent permitted by us; (iii) by receiving them from VRChat after your Seller Content (defined below) has been sold to a purchaser; or (iv) by acquiring them through other such other methods or promotions that we may offer from time to time. We will credit your User Account for any Credits purchased, received, or acquired by you unless we terminate your license to such Credits as described in Section 9.1(b).
d. Purchase and Transfer Limits. Users may be subject to daily purchase limits as may be implemented or changed by VRChat in its sole discretion from time to time, and may not in any event purchase more than $10,000 in Credits on any one calendar day. You may not transfer, assign, sell, gift, exchange, trade, convert, lease, sublicense, rent, or distribute Credits except through the Platform as expressly permitted by VRChat. Any disposition or attempted disposition of Credits in violation of these Terms may be voided and result in the immediate termination of your User Account and/or your license to use Credits. Except as expressly authorized by VRChat, third-party services may not be used to sell, exchange, transfer, or otherwise dispose of Credits. We do not assume any responsibility for, and will not support, any such transactions.
e. Credits Not Redeemable or Exchangeable. Credits do not: (i) have any inherent value in real, fiat currency; (ii) act as a substitute for real currency; or (iii) earn interest. Credits are not redeemable or exchangeable for real currency, monetary value, or convertible virtual currency from us or any third party, except as expressly provided in these Terms or as otherwise required by applicable law. Transactions involving the exchange of Credits for Seller Content (as defined below) or other virtual items or services on the Platform are not legally enforceable, may not form the basis of any private right of action against VRChat or any third party, and are governed solely by VRChat in its sole discretion and these Terms.
f. Final Payment. All payments that you make for Credits, whether to VRChat or a third-party payment processor, are final and not refundable or exchangeable, except as required by applicable law.
g. No Further Obligations. Neither VRChat nor any third party has any obligation to exchange Credits for anything of value, including, but not limited to, real currency, except as expressly provided in these Terms or otherwise required by applicable law. To the fullest extent permitted by applicable law, VRChat, in its sole discretion, may impose limits on Credits, including, but not limited to, the amount that may be acquired, earned, transferred, or otherwise disposed of at any time.
h. Reservation of Rights. Except as otherwise prohibited by applicable law and subject to the limited licenses granted to you in these Terms, VRChat has and retains all rights in and to Credits. This includes the right to modify, revoke, or terminate your license to use VRChat without notice, payment, or liability to you. VRChat makes no guarantees or warranties regarding Credits or their availability or value. VRChat makes no guarantee as to the nature, quality, or value of Credits or the availability or supply thereof.
9.2. Creators and VRChat Credit Transactions.
a. Using Credits. VRChat may enable certain Users to purchase Credits, maintain a balance of Credits, pay Credits for Seller Content (as defined below), and receive Credits as compensation for selling Seller Content as described in this Section 9.
b. Creators. Any User who Posts User Content to the Platform shall be considered a “Creator.”
c. Sellers. VRChat may enable certain Creators to list User Content that they have created for sale to other Users. Creators who list their User Content for sale and meet the requirements in these Terms and the CE Rules will be considered “Sellers”. In order to become a Seller, a Creator must complete an onboarding process and receive approval from VRChat. VRChat may utilize a third-party partner to: (i) operate the onboarding process; (ii) determine if a User has approval to become a Seller; and (iii) facilitate Payouts (as defined below) (each such partner a “CE Partner”). If VRChat works with a CE Partner, Creators may be required to utilize the CE Partner’s interface and provide information to the CE Partner to obtain approval to become a Seller. More details about the requirements to receive approval to become a Seller are listed in the CE Rules.
d. Selling User Content. VRChat may provide mechanisms on the Platform for Sellers to sell their digital goods, experiences, services, performances, subscriptions (including Paid Roles (as defined below)), or other User Content created or offered by such Seller (“Seller Content”). When another User elects to purchase such Seller Content through these mechanisms, VRChat will: (i) deduct the required number of Credits from the purchaser’s account; (ii) grant the purchaser a sub-license to the Seller Content that will enable the purchaser to access and use such Seller Content; and (iii) credit the Seller’s account with a number of Credits equal to the Credits paid by the purchaser minus any Transaction Fees (defined below and elaborated on in the CE Rules). All Seller Content that is “sold” or “purchased” under these Terms is licensed to the applicable purchaser as described in this Section 9.2(d).
e. Earned Credits and Payout Requests. Credits received by a Seller when Seller Content is purchased (“Earned Credits”) may be: (i) eligible to be exchanged for U.S. dollars at the then-current exchange rate set by VRChat (“Payout”), subject to VRChat’s approval of a payout request submitted by the Seller (“Payout Request”) and in compliance with these Terms and the CE Rules; or (ii) used to purchase Seller Content from another User within the Platform. If a Seller chooses to spend Earned Credits in the Platform, the Earned Credits will be deducted from the Seller’s account and therefore will not be eligible for a Payout Request at any future point. Exchanges and Payouts are integral to the VRC Creator Economy’s revenue share system, which is described in more detail in the CE Rules.
f. VRChat Credit Transactions. You may only use Credits as payment within the Platform as permitted by VRChat. All transactions in Credits will be governed by these Terms. Each Seller, and not VRChat, is solely responsible for any Seller Content. VRChat makes no guarantee that the Seller Content will be available or function in any manner. All purchased Seller Content is not refundable unless otherwise required by applicable law or other limited circumstances. If a purchaser is refunded for the purchase of Seller Content, any Credits paid to the Seller for that purchase will be removed from the Seller’s account.
g. One-time Purchases.
(i) One-time Sales Generally. VRChat may permit Sellers to sell certain Seller Content to other Users on a one-time basis. Sellers may only make Seller Content available for purchase through marketplaces and functionality approved or designated by VRChat.
(ii) Seller License Grant. By making Seller Content available for purchase on a one-time basis, Seller expressly authorizes VRChat to grant to each purchaser a permanent, irrevocable, royalty-free, perpetual, fully-paid sub-license to publicly display, publicly perform (including by means of digital audio transmission), and communicate to the public such Seller Content on the Platform. Seller acknowledges that Seller has no right to withdraw or delete Seller Content that has been purchased and no ability to control how purchasers will utilize Seller Content within the Platform.
(iii) Moderation and Removal of Seller Content. We have no obligation to make any Seller Content available for purchase. Seller Content may be subject to review to ensure it complies with these Terms and all applicable laws. If we believe, in our sole discretion, that any Seller Content violates these Terms or applicable laws we may choose to not make such content available for sale, remove such content from all marketplaces, and/or refund all Users have purchased such content.
(iv) Purchaser Obligations. You agree to only use purchased Seller Content in compliance with these Terms and all applicable laws. You may only use purchased Seller Content on the Platform and may not export Seller Content or use it in any other context. We may revoke any Seller Content from a Purchaser’s account if the Purchaser uses such content in violation of these Terms.
h. Group Roles.
(i) Paid Roles. VRChat may permit Sellers to create paid-only roles within Groups in exchange for Credits (“Paid Roles”). Having a Paid Role may grant you certain privileges or access to certain Seller Content, as determined by the applicable Seller (“Role Benefits”). A Seller may update the Role Benefits in their sole discretion. While we attempt to ensure that every Seller complies with these Terms, the CE Rules, the Community Guidelines, and all other applicable policies, VRChat is ultimately not responsible for, and makes no representation or guarantee with respect to any claims or promises made by the Seller in connection with a Paid Role or the Role Benefits. If you have a complaint or concern with a Paid Role, Role Benefits, or the actions of any Seller, please contact VRChat User Support at https://vrch.at/support.
(ii) Tiered Roles. Sellers may offer different tiers of Paid Roles, and each tier may come with different Role Benefits. If you change your Paid Role’s tier, your Role Benefits will change to correspond to your new Paid Role’s tier, and you may lose Role Benefits associated with your previous Paid Role’s tier.
(iii) Time-Limited Roles. Paid Roles may be time-limited, and you may be required to pay Credits on a regular basis to maintain your Paid Role. The timing and amount of each payment depends on the settings selected by the applicable Seller, and you may view those details through the Platform prior to making your initial payment for the Paid Role. VRChat may provide you with the option to make these payments automatically. If we do so, VRChat will automatically deduct the required number of Credits from your account on each recurring payment date. If you do not have the required number of Credits in your account at the time the payment is due, you may lose your Paid Role.
(iv) Pre-Paid Roles. The Platform may permit you to pre-pay for a Paid Role for a certain period of time (“Stacked Purchase”). In this case, you will pay the Credits up front for the entire period that you would like to purchase the Paid Role.
(v) Cancellation. If you cancel your Paid Role or you do not continue to pay for the Paid Role after your Stacked Purchase expires, you may lose your Role Benefits. You may cancel future payments for Paid Roles through the Platform or by contacting VRChat User Support, and your Paid Role will terminate on the day your next payment would have been due or made. It is possible that: (x) VRChat removes a Seller offering a Paid Role from the Platform or revokes that Seller’s right to participate in the VRC Creator Economy; (y) a Seller decides to discontinue offering your Paid Role; or (z) a Seller blocks you from the Group or from purchasing their Paid Roles. In each of those cases, VRChat will not charge you for future payments for such Paid Roles and will refund a portion of your pre-paid Credits for Stacked Purchases, pro-rated on a monthly basis to reflect the portion of your Stacked Purchase that was unreceived.
i. Transaction Fees Generally. We may charge service, transaction, or other fees in connection with any transaction conducted with Credits for our role in providing the Platform, maintaining the VRC Creator Economy, facilitating such transactions within the Platform, and offering other services relating to the Platform and the VRC Creator Economy (“Transaction Fees”). VRChat may update the Transaction Fees at any time for any reason but will provide Users with reasonable notice before any update takes effect. You can see the current Transaction Fees in the CE Rules.
j. Disputes. We have an interest in making sure that the Platform provides a good experience for all involved and reserve the right, in our sole discretion, to intervene to attempt to mitigate or resolve disputes among Users relating to VRChat Credit transactions. To escalate a problem to us, please contact our Customer Service Department by submitting a ticket at https://help.vrchat.com/hc/en-us. If we decide intervention is appropriate, you understand and agree that our decision, which may include reallocating, refunding, or crediting Credits from one User to another in our sole discretion is final. We may freeze the amount of Credits in controversy in your User Account until VRChat determines that the dispute is resolved, and if our decision includes the reallocation, refund, or crediting of Credits paid to you by another User and you do not have a sufficient balance of Credits in your User Account, we reserve the right to reduce accordingly any future payments to you of Credits. If you are involved in any such dispute, you agree to work with us in a good faith and prompt manner to resolve the dispute.
9.3. Reservation of Rights. We, in our sole discretion, have the absolute right to manage, modify, suspend, revoke, and terminate the VRC Creator Economy without notice, refund, compensation, or liability to you, except as prohibited by applicable law. If you do anything related to the Platform that is against the law or otherwise in violation of these Terms, the Community Guidelines, the CE Rules, or any of our other policies, we reserve the right to deny, suspend, or terminate your access to the VRC Creator Economy and void any pending transaction thereunder.
9.4. Additional CE Partner Terms.
a. Certain features of the Platform relating to Credits may be provided through third-party services integrated into the Platform, including features (the “Tilia Service”) currently provided by the CE Partner Tilia LLC (“Tilia”), such as the payout of revenue share(s) to Creator. In order to access and use the Tilia Service, you must establish and maintain an active and valid user account with Tilia, and accept and agree to Tilia’s Terms of Service available at https://www.tilia.io/legal/terms-of-service (or any successor URL designated by Tilia) and Privacy Policy available at https://www.tilia.io/legal/privacy-policy (or any successor URL designated by Tilia), which shall govern your use of the Tilia Service. The Tilia Service is not under our control, and, to the fullest extent permitted by law, we are not responsible for your use of the Tilia Service, so please review Tilia’s terms carefully. In order to use certain features of the Tilia Service, you may also be required to establish and maintain active and valid user accounts with Tilia’s third party service providers.
b. VRCHAT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TILIA SERVICE AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING THE TILIA SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AS BETWEEN VRCHAT AND YOU, (i) YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE TILIA SERVICE, YOUR DEALING WITH TILIA, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE TILIA SERVICE, AND (ii) YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE TILIA SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE TILIA SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT THEREFROM.
10. Payment
10.1. Payments Generally. Access to the Platform, or to certain features of the Platform, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise stated, all fees or other amounts specified in these Terms or on the Platform are in U.S. dollars and are non-refundable. Purchases made through third-party markets, such as Steam and Oculus, may be governed by additional terms provided by such third-party markets. If VRChat changes the fees for any part of the Platform, including by adding additional fees or charges, VRChat will provide you with advance notice of those changes. If you do not accept the changes, VRChat may discontinue providing the Platform or the applicable portion of the Platform to you. VRChat or its third-party payment processors will charge the payment method you specify at the time of purchase. You authorize VRChat and its third-party payment processors to charge all sums as described in these Terms to that payment method. If you pay any fees with a credit card, VRChat or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you use the Platform to update or cancel any existing authorized payment, it may take up to 10 business days for the update or cancellation to take effect.
10.2. Subscription Service. Certain premium features on the Platform may be made available through purchase of a subscription (“Subscription Service”). Subscription Services involve automatically recurring payments for periodic charges and may be purchased through a third-party market. If you activate a Subscription Service, you authorize VRChat (or the applicable third-party market) to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your Account, all accrued sums for your subscription to the Subscription Service on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you first purchase a subscription to a Subscription Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”). Your Account will be charged automatically on the Subscription Billing Date for all applicable fees and taxes for the next Subscription Period.
Your subscription to the Subscription Service will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription to a Subscription Service before it renews in order to avoid billing of the next periodic subscription fee to your Account. We (or the applicable third-party market) will bill the periodic subscription fee to the payment method you provide during purchase (or to a different payment method if you change your payment information).
We may suspend or terminate access to a Subscription Service for any Account for which any amount is due but unpaid. In addition to the amount due for any Subscription Service, a delinquent Account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal subscription fee is due, then VRChat reserves the right to suspend your Account and your access to the Platform without any liability to you. If your Account is terminated or suspended for violation of these Terms, any ongoing Subscription Service associated with the Account may be canceled and no refund will be provided for any remaining portion of your then-current Subscription Period(s).
10.3 Payments for Subscription Services are non-refundable. If you have activated a Subscription Service through a third-party market, you may cancel your subscription to that Subscription Service through the third-party market’s account settings or other procedures established by that third-party market. If you have questions, please reach out to VRChat User Support at https://vrch.at/support.
11. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). Please review our copyright policy available at https://hello.vrchat.com/copyright (or any successor URL designated by VRChat) (the “Copyright Policy”). The Copyright Policy is incorporated by this reference into, and made a part of, these Terms.
12. Restrictions
You may not reproduce, distribute, publicly display, publicly perform, or create derivative works of any part of the Platform unless you are expressly permitted to do so in a separate written agreement between you and VRChat. You may not use any part of the Platform for any commercial uses or other uses outside the scope of what is expressly permitted in these Terms without entering into a separate written agreement with VRChat that expressly allows that expanded use (such an agreement, a “Commercial Use Agreement”). Unless, and solely to the extent that, such a restriction is impermissible under applicable law or applicable third-party license, you may not, and may not permit any third party to: (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for any portion of the Platform, or make or attempt to make any modification to any portion of the Platform (other than modifications of the type described in the applicable User documentation made available to you by VRChat) or (b) interfere with or circumvent any feature of the Platform, including any security, or access control mechanism. You may not use any portion of the Platform for any purpose other than a purpose for which the applicable part of the Platform is expressly designed. If you are prohibited under applicable law from using any part(s) of the Platform, you may not use them. You represent and covenant that you have complied and will continue to comply with the rights and obligations set forth in these Terms with regards to your use of any part(s) of the Platform previously downloaded or accessed. We make no representation that the Platform is appropriate or available for use outside of the United States. Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited. Nothing in this Section 12 or in these Terms is intended to restrict Users from streaming their use of the Platform through a third-party streaming platform, including Twitch and YouTube, provided that such use is in compliance with all other terms of these Terms, including the Brand Guidelines and in compliance with all applicable third-party terms relating to those third-party systems (such streaming, “Permitted Streaming”). These Terms do not prohibit you from monetizing such streaming through third-party streaming platforms’ authorized monetization systems. Your use of any third-party streaming platform is subject to that platform’s terms.
13. Community Guidelines; Prohibited Conduct; Anti-Cheat Measures
13.1. Community Guidelines. You agree to comply with our Community Guidelines (available at https://hello.vrchat.com/community-guidelines) (“Community Guidelines”) at all times while using the Platform. We reserve the right to suspend or terminate your Account or your access to the Platform if we determine that you are in violation of the Community Guidelines.
13.2. Prohibited Conduct.
By using the Platform, you agree not to:
a. use the Platform for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
c. share, publicly Post, copy, or distribute another User’s User Content without their permission (except for Permitted Streaming);
d. Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
e. Engage in, promote, or facilitate illegal gambling as defined under applicable law;
f. interfere with security-related features of the Platform, including by: (i) disabling or circumventing features that prevent or limit use, printing, or copying of any content or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Platform, including any SDK, except to the extent that the activity is expressly permitted by applicable law;
g. upload to the Platform any software code, routine, or instructions that interfere with, or otherwise attempt to impair, the operation of the Platform, any User’s enjoyment of the Platform, or any User’s underlying code or hardware, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another User; (iii) attempting to collect personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform, or violating any regulation, policy, or procedure of any such network, equipment, or server;
h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Platform account without permission, or falsifying your age or date of birth;
i. bypass any security or other features of the Platform designed to control how the Platform is used, harvest, or mine User Content from the Platform, or otherwise access or use the Platform in a manner inconsistent with individual human usage;
j. use any engine, software tool, agent, device, or mechanism (including any robot, spambot, spider, crawler, scraper, or other automated means or interface) not provided by us to access, search, or otherwise use any portion of the Platform or to extract data;
k. decipher, reverse engineer, decompile, or disassemble the Platform or any Client, or the software used to provide the Platform or a Client, in whole or in part, or authorize, direct, or cause a third party to do so;
l. use, display, mirror, frame, or utilize framing techniques to enclose the Platform or any content available through the Platform (“Content”), or any portion or component of the Platform, unless and solely to the extent VRChat provides the means for embedding any part of the Platform or the Content;
m. access, tamper with, or use non-public areas of the Platform, VRChat’s (or its infrastructure providers’) computer systems and infrastructure, or the technical delivery systems of VRChat’s providers;
n. use the Platform in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party;
o. sell or otherwise transfer the access granted under these Terms or any Materials (as defined below) or any right or ability to view, access, or use any Materials;
p. use or access the Platform in any manner that materially impacts the Platform’s performance or other Users’ ability access the Platform;
q. use the Platform in manner that violated the legal rights (including privacy rights) of any person or third party; or
r. attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
13.3. Anti-Cheat Measures.
We aim to provide users with a positive user experience on the Platform by minimizing abuse of VRChat or other users on the Platform. We strictly enforce prohibitions against cheating, hacking, account stealing and any other unauthorized or fraudulent activity on the Platform. We use a variety of anti-cheat and fraud prevention technologies (collectively, the “Anti-Cheat Measures”) to help us identify and prevent malicious activity. The Anti-Cheat Measures technologies may be developed by VRChat or a third party. One such service we use is Easy Anti-Cheat (“EAC”) from Epic Games, Inc. (“Epic”), which helps prevent certain of the acts listed above in Section 13.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF VRCHAT’S THIRD-PARTY PROVIDERS OF ANTI-CHEAT MEASURES WILL HAVE ANY LIABILITY TO YOU WITH RESPECT TO SUCH ANTI-CHEAT MEASURES.
When you launch VRChat, the Anti-Cheat Measures may monitor your gameplay and device’s RAM, processes, communications, and file storage for purposes of detecting violations of, and enforcing, these Terms, including but not limited to the use of “modified clients” (“Mods”).
VRChat may collect relevant information needed for our investigation and enforcement purposes such as your account information, details related to your use of Mods, and any times cheating was detected. We also may terminate your Account if we determine you have been cheating.
VRChat does not discriminate against Users for the lawful exercise of their privacy rights. However, if you deny VRChat or its service providers the ability to collect or process personal data or request that it be deleted such that VRChat cannot determine whether you are using Mods or cheating, VRChat may block your access to use a Client or the Platform and prevent use of a Client or the Platform.
13.4. Monitoring to these Terms. VRChat reserves the right to monitor your use of the Platform (whether or not you are in a private world, location or setting within the Platform), including by making audio or video recordings of your activities on the Platform: (a) in an automated manner to maintain the security and integrity of the Platform; (b) if we reasonably believe such monitoring is necessary to investigate a violation of the Terms or applicable law; or (c) if we are otherwise required to do so by applicable law. If at any time VRChat chooses to monitor any User Content or your activities on the Platform, then VRChat still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of User Content or your activities on the Platform. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. VRChat may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Platform without any liability to the User who Posted such User Content or to any other Users of the Platform. For clarity, VRChat does not permit copyright-infringing User Content or activities on the Platform.
14. Termination; Discontinuation and Modification of the Service
These Terms are effective beginning when you accept these Terms or first access or use the Platform, and ending when terminated as described below.
You may terminate your User Account at any time by contacting customer service at https://vrch.at/support or through account deletion functionality that may be provided to you via the Platform. If you log into the Platform using a Third-Party Account, you may only terminate your Account through emailing https://vrch.at/support. If you terminate your Account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Platform.
If you violate any provision of these Terms, your permission from us to use the Platform will terminate automatically. In addition, VRChat may in its sole discretion terminate your User Account on the Platform or suspend or terminate your access to the Platform at any time for any reason or no reason, with or without notice. Pre-paid fees, if any, will not be refunded if your User Account or access to the Platform is suspended or terminated due to violation of these Terms.
We also reserve the right to terminate these Terms or modify or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of your access to or use of the Platform. You should retain copies of any User Content you Post so that you have permanent copies if the Platform is modified in such a way that you lose access to User Content you Posted.
Upon termination of these Terms, (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your User Account or the Platform; (c) you must pay VRChat any unpaid amount that was due prior to termination, and (d) all payment obligations accrued prior to termination and Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 and 30, and any terms that survive within the Ancillary Agreements (defined below), will survive. You are solely responsible for retaining copies of any User Content you Post since upon termination of your User Account, you may lose access rights to any User Content you Posted. If your User Account has been terminated for a breach of these Terms, you are prohibited from creating a new account on the Platform using a different name, email address or other forms of account verification.
15. Third-Party Platforms and Linked Websites
VRChat may provide tools through the Platform that enable you to export information, including User Content, to third-party services, including through features that allow you to sign into a third-party service using your Account credentials, link your account on VRChat with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize VRChat to transfer that information to the applicable third-party service subject to our Privacy Policy. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information. The Platform may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. Please be sure to review the terms of service and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, VRChat will have no control over the information that has been shared.
16. Use of Data
You agree that VRChat may collect, use, and share information, including Unique Device Identifier (“UDID”) and other information about you, your device, system, any Client, and peripherals, as disclosed in the VRChat Privacy Policy, available at www.vrchat.com/privacy (or any successor URL designated by VRChat) (the “Privacy Policy”). Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
17. IP Ownership, Reservation of Rights
The Platform, including any Clients and SDKs, is, as between you and VRChat, owned and operated by VRChat. The Clients, SDKs, Content, visual interfaces, interactive features, information, graphics, design, compilation, computer code (including source code or object code), products, services, and all other elements of the Platform (the “Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and VRChat, all Materials, including all associated intellectual property rights, are the sole and exclusive property of VRChat, its subsidiaries or affiliated companies, or its third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or use the Materials except as expressly authorized under these Terms. VRChat reserves all rights not expressly granted in these Terms. You do not acquire any right, title, or interest to the Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
18. Third-Party Software
The software you download comprises a package of components, including certain third-party software (“Third-Party Software'') provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with any Client or the SDK in a manner consistent with these Terms are permitted. However, you may have broader rights under the applicable Third-Party Terms and nothing in these Terms prevents, restricts, or is intended to prevent or restrict your use of the Third-Party Software under the applicable third-party licenses or to limit your use of Third-Party Software under those third-party licenses. The Platform may contain or be provided together with open source software. Each item of open source software is subject to its own applicable license terms, which can be found at hello.vrchat.com/legal/attribution and/or in the Platform’s documentation or the applicable help, notices, about or source files. Copyrights to the open source software are held by the respective copyright holders indicated therein.
19. Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing Users, material revisions will be effective as stated below. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Platform. these Terms will be identified by the most recent date of revision and will be effective immediately upon being made available through www.vrchat.com or otherwise through the Platform, except: (a) if any such modification materially alters your rights under these Terms, we will attempt to notify you directly through a message sent to the email address you have provided to VRChat, if any, or through a pop-up window or other notification when you access or use the Platform; (b) such materially modified Terms will be effective upon the earlier of your use of the Platform with actual knowledge of the changes or thirty days after the changes are made available to you; and (c) no modifications to these Terms will apply to any dispute between you and VRChat that arose prior to the date of such modification. Your use of the Platform after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms or any modifications to these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Platform.
20. Feedback
If you provide VRChat with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Platform (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and VRChat will have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the Platform. You hereby grant VRChat a perpetual, unrestricted, irrevocable, nonexclusive, fully-paid up, royalty-free license under all rights necessary to exploit and use your Feedback for any purpose, including to improve the Platform and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
21. Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify VRChat and its officers, directors, managers, members, employees, consultants, affiliates, subsidiaries, and agents and any licensors or suppliers that provide Materials (together, the “VRChat Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Platform; (b) your use of the VRC Creator Economy; (c) your purchase or exchange of Credits; (s) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (e) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (f) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
22. Disclaimers; No Warranties
ALL PARTS OF THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT AND SELLER CONTENT) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VRCHAT ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT AND SELLER CONTENT), INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE VRCHAT ENTITIES DO NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT AND SELLER CONTENT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. VRCHAT EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF LOCATION-BASED SERVICES, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE PLATFORM. VRCHAT FURTHER DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO YOUR CARRIER’S NETWORK OR SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ANY OF THE VRCHAT ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE PLATFORM, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PLATFORM, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE PLATFORM AND ANY ASSOCIATED SITES OR PLATFORMS, AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE PLATFORM OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 22 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. VRCHAT DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT VRCHAT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
23. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VRCHAT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM, THE VRC CREATOR ECONOMY, YOUR PURCHASE OR EXCHANGE OF VRCHAT CREDITS, OR OTHERWISE ARISING OUT OF THESE TERMS (INCLUDING ANY ANCILLARY AGREEMENT), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VRCHAT ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 27.5.c, THE AGGREGATE LIABILITY OF THE VRCHAT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO VRCHAT FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OR (b) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 23 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
24. Third-Party Disputes
VRCHAT IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR ADVERTISER, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, ADVERTISER, OR OTHER THIRD PARTY, INCLUDING ANY OTHER USER OF ANY PLATFORM, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE VRCHAT (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
25. Governing Law
These Terms are governed by the laws of the State of California without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. If a lawsuit or court proceeding is permitted under these Terms, then you and VRChat agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Platform primarily from the United States, and we make no representation that Materials included in the Platform are appropriate or available for use in other locations.
26. Miscellaneous
26.1. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from any part of the Platform (the “Additional Terms”), such as additional license agreements for any downloadable Materials, an SDK, or rules that apply to particular features or content on the Platform, subject to Section 19 (Modification of these Terms). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
26.2. These Terms (which includes the Copyright Policy, the Privacy Policy, and, if applicable, the SDK License, Community Guidelines, Brand Guidelines, CE Rules, any Additional Terms, any Additional Terms, and any Commercial Use Agreement between you and VRChat (collectively, the “Ancillary Agreements”)) is the entire and exclusive understanding and agreement between you and VRChat regarding your use of the Platform.
26.3. Except as expressly permitted in these Terms, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms.
26.4. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent.
26.5. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
26.6. For purposes of these Terms, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (f) whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. The headings set forth in these Terms are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. Unless otherwise specified, references to “$” and “dollars” are to the currency of the United States of America. Any law defined or referred to herein means such law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor laws.
26.7. If any part of these Terms are held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
27. Dispute Resolution and Arbitration
27.1. Generally. In the interest of resolving disputes between you and VRChat in the most expedient and cost-effective manner, you and VRChat agree that every dispute arising in connection with these Terms, the Platform, and communications from us will be resolved by binding confidential arbitration in English. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, the Platform, and communications from us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VRCHAT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
27.2. Exceptions. Despite the provisions of Section 27.1, nothing in this will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
27.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 27 within 30 days after the date that you agree to this by sending a letter to VRChat Inc., Attention: Legal Department – Arbitration Opt-Out, 548 Market St., #93053 San Francisco, CA, 94104-5401, that specifies: your full legal name, the email address associated with your Account on the Platform, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once VRChat receives your Opt-Out Notice, this Section 27 will be void and any action arising out of this will be resolved as set forth in Section 25. The remaining provisions of this will not be affected by your Opt-Out Notice.
27.4. Arbitrator. Any arbitration between you and VRChat will: (a) be settled under the Federal Arbitration Act; (b) be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this; (c) be administered by the AAA; and (d) if an arbitration hearing is held, take place at a mutually-agreed location in San Francisco County, California. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting VRChat. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
27.5. Notice; Process
a. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). VRChat’s address for Notice is: VRChat Inc., 548 Market St, #93053 San Francisco, CA, 94104-5401. The Notice must: (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought (“Demand”).
b. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or VRChat may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or VRChat must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
c. If the dispute is finally resolved through arbitration in your favor, VRChat will pay you the highest of: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by VRChat in settlement of the dispute prior to the arbitrator’s award; and (iii) $1,000.
27.6 Fees. If you commence arbitration in accordance with these Terms, VRChat will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your residence, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence or billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse VRChat for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.
27.7. Decision. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
27.8. No Class Actions. YOU AND VRCHAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless both you and VRChat agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
27.9. Modifications to this Arbitration Provision. If VRChat makes any future change to this arbitration provision, other than a change to VRChat’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to VRChat’s address for Notice, in which case your Account with VRChat will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
27.10. Enforceability. If Section 27.8 is found to be unenforceable or if the entirety of this Section 27 is found to be unenforceable, or if VRChat receives an Opt-Out Notice from you, then the entirety of this Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 25 will govern any action arising out of or related to this.
28. Communications
28.1. Consent to Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
28.2. Emails. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
29. Contact Information
The Platform is offered by VRChat Inc., located at 548 Market St., #93053 San Francisco, CA, 94104-5401. You may contact us by sending correspondence to that address or by reaching out at https://vrch.at/support.
30. Notice to California Residents
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.