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Shopify Commerce Program Online Terms

MERCHANT AGREEMENT
SHOPIFY COMMERCE INTEGRATION

This Merchant Agreement (the “Agreement”) is entered into as of the date Merchant accepts the terms and conditions of this Agreement (such date, the “Effective Date”) by and between Roblox Corporation, a Delaware corporation with an address at 3150 S. Delaware St., San Mateo 94403 (“Roblox”) and the Merchant entering into this Agreement (“Merchant”). Roblox and Merchant shall be referred to individually as the “Party” and collectively as the “Parties”. 

  1. BACKGROUND AND PURPOSE. 
    1. Roblox develops, owns and operates a user-generated content online platform that allows developers to design and develop their own games as well as other content (the “Roblox Platform”), which is governed by the Roblox Platform Terms of Use (“Roblox Platform Terms”). Roblox also facilitates a commerce integration enabling Roblox end users to access, via an embedded interface in the Roblox Platform, an e-commerce store offered by an eligible third-party e-commerce storefront provider (the “Third-Party E-Commerce Provider”) for the sale of Licensed Products or other physical items (the “Commerce Integration”).
    2. Merchant owns the intellectual property and other materials provided to Roblox by or on behalf of Merchant (“Licensed Property”), is engaged in the business of distributing tangible products created by Merchant based on Licensed Property (“Licensed Products”) via a storefront maintained by or for Merchant with a Third-Party E-Commerce Provider (the “Store”), and has created a Merchant-specific experience on the Roblox Platform (“Experience”) that incorporates or otherwise references Merchant’s Licensed Property.
    3. This Agreement sets forth the terms and conditions under which Merchant may use Roblox’s Commerce Integration within its Experience to sell the Licensed Products to Roblox end users through the Merchant Store. For clarity, the digital aspects of the Roblox Platform (and Merchant’s access and use thereof) will remain subject to, and governed by, the Roblox Platform Terms.
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  1. DEAL TERMS
    1. Licensed Products. The Licensed Products to be made available by Merchant through the Commerce Integration with Merchant’s Store will be displayed and accessible via Merchant’s commerce tooling. All such Licensed Products are subject to Roblox’s prior written approval, as set forth in Section 6 below. For clarity, this Agreement will only apply to the Licensed Products to be made available through the Commerce Integration, and Merchant is free to promote, market, offer for sale, or sell the Licensed Products or any other products or services in its Store as it sees fit.
    2. Bundles. Should Merchant desire to include a license to digital add-on product on the Roblox Platform (“Digital Add-On Product”) as part of a bundle with a corresponding Licensed Product (each, a “Bundle”), it shall submit a written request to Roblox providing, in sufficient detail, a description (and other information as Roblox may request) of the contemplated Bundle. If approved by Roblox pursuant to Section 6, Merchant may amend the applicable products accessible through the commerce tooling to include details relating to the Bundle.  Approved Bundles shall be sold as one unit, inclusive of the Digital Add-On Product license, by Merchant to customers via the Commerce Integration and only in the Territory Merchant shall not separately charge for the Digital Add-On Product (and will provide a license to it free of charge to purchasers of the Bundle), and Merchant shall make Bundles available for purchase by customers only via the Commerce Integration accessed through the Roblox Platform and not on or through their Store or any other third-party store or service. No Bundle shall be made accessible to a customer outside of direct purchase through the Commerce Integration. Further, for the avoidance of doubt, no Digital Add-On Product may be sold, given away, or otherwise distributed separately as a standalone product outside of a Bundle. Merchant shall not make any Digital Add-On Product available for sale whether on or through the Commerce Integration, the Roblox Platform, or anywhere else. 
    3. Commerce Tooling. Each Licensed Product and Bundle approved by Roblox for sale by Merchant will be identified on a webpage visible to Merchant via the commerce tooling. Availability and/or sale of any Licensed Products or Bundles by Merchant through the Commerce Integration is at Roblox’s sole discretion. Roblox reserves the right to (i) require Merchant to remove the Licensed Products and any Bundles offered through, as a result of, or in connection with the Commerce Integration or (ii) revoke any Licensed Product or Bundle from display or sale, in each case at any time and at Roblox’s sole discretion. 
    4. Territory. The “Territory” for the Commerce Integration shall be the United States. During the Term, Roblox reserves the right to add to or modify the Territory at Roblox’s sole discretion and without liability to Merchant, including in the event that providing the Commerce Integration and/or Experience violates Applicable Law (as defined below).
    5. Additional Terms related to the Commerce Integration. Merchant’s use of the Commerce Integration is subject to (i) Merchant’s agreement with the applicable Third-Party E-Commerce Provider and (ii) any corresponding addendums to this Agreement which are specific to the Third-Party E-Commerce Provider. Roblox disclaims all responsibility and liability and does not offer any support, customer service, warranty, or guarantee for Merchant’s Store accessible through the Commerce Integration or for any Licensed Products or other items sold through the Commerce Integration. Without limiting the foregoing, Merchant acknowledges and agrees that any Store(s) maintained by Merchant is offered and hosted by the applicable Third-Party E-Commerce Provider and not by Roblox, and any changes in the availability of the Store may be outside of Roblox’s control and subject to the terms of Merchant’s agreement with the applicable Third-Party E-Commerce Provider. For the avoidance of doubt, any change in, diminution of access to, or degradation of, a Store while using the Commerce Integration, shall not be considered a breach by Roblox of its obligations under this Agreement.

 

  1. INTELLECTUAL PROPERTY
    1. Licensed to Licensed Property. The parties acknowledge and agree that for the purposes of this Agreement, the Licensed Property is “UGC” (as such term is defined in the Roblox Platform Terms) and is licensed to Roblox as set forth therein.
    2. Roblox Marks. “Roblox Marks” means Roblox’s trade names, trademarks, service marks, logos, images, artwork and/or other distinctive brand features (such materials, “Marks”) owned or controlled by Roblox (which include, without limitation and for the avoidance of doubt, any avatars). Unless Merchant has received Roblox’s prior written consent, Merchant will not: use, or incorporate in any products, any Roblox Marks; issue press releases or other publicity relating to Roblox or the Commerce Integration program; or refer to Roblox or the Commerce Integration program in promotional materials. All Roblox Marks and the Roblox Platform are considered “Roblox’s Intellectual Property”.  Without limiting the foregoing, for any permitted use (which will, for the avoidance of doubt, only be during the Term), Merchant acknowledges and agrees that: (i) it will use Roblox Marks only as permitted under this Agreement; (ii) it will use Roblox Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements provided by Roblox in writing (including without limitation the Roblox Name and Logo Guidelines), each as may be amended from time to time; and (iii) all use of any Roblox Marks by Merchant will inure to the benefit of Roblox. Merchant will not attempt to register any Roblox Marks or domain names that are known to be confusingly similar to those of the Roblox Marks (and Roblox retains its enforcement rights in the event such confusingly similar Roblox Marks or domain names are registered or are in the application process for registration). Merchant will not, now or in the future, apply for or contest the validity of any of the Roblox Marks.
    3. Merchant Marks. “Merchant Marks” means Merchant’s trade names, trademarks, service marks, logos, images, artwork and/or other distinctive brand features owned or controlled by Roblox. Except as set forth in Section 11(c) below or as otherwise mutually agreed by the parties, Roblox will not: use, or incorporate in any products, any Merchant Marks; issue press releases or other publicity relating to Merchant; or refer to Merchant or its participation in the Commerce Integration program in promotional materials.
    4. Retention of Rights. Each party retains all right, title and interest in and to its respective intellectual property rights. Neither party acquires any right in the other party’s intellectual property rights except as expressly granted by this Agreement; all other rights are reserved, and no such rights are granted by implication, estoppel, or otherwise. 

 

  1. ROYALTIES & PAYMENTS
    1. Royalties. Roblox shall issue an invoice at the end of each quarter during the term of this Agreement for payment of royalties on Net Sales (as defined below) in the quarter then ending, in the percentage amounts set forth as the royalty rates displayed in the commerce tooling (the “Royalties”). This invoice shall represent the estimated amount of Royalties due during that quarter. Merchant shall pay all invoiced amounts due to Roblox within forty-five (45) days of the date of the invoice. “Net Sales” shall mean total revenue actually received by Merchant from sales of Bundles, less verifiable and documented deductions (i.e., losses, refunds, returns, trade discounts, allowances and credits of any kind taken by purchasers of Bundles, credit card or other processing fees, and bad debt).
    2. Transaction Fee. When items are sold through the Commerce Integration, Roblox is entitled to a standard platform fee, in the form of a share of the sales, in the percentage amount as set forth as the commerce transaction fee in the commerce tooling (the “Commerce Transaction Fee”). Roblox shall invoice Merchant on a quarterly basis and Merchant shall pay the Commerce Transaction Fee within forty-five (45) days after Merchant receives an invoice from Roblox after the end of each calendar quarter
    3. Payments. All payments due under this Agreement shall be the net sums to be remitted by Merchant to Roblox and shall be paid in U.S. Dollars. In respect of sales of any Bundles outside the United States by Merchant, Merchant will make payment to Roblox based on the currency exchange rate offered by a first rank financial institution, at the date of the remittance. Merchant will remain solely responsible for any foreign currency exchange and or wire transfer costs incurred. Merchant shall pay in accordance with the remittance instructions and details set forth in the applicable invoice. Any payment not made when due shall accrue interest at the rate of one-half percent (1.5%) per month or the maximum rate permitted by law, and Merchant will reimburse Roblox for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
    4. Consumption Tax. The Royalty is exclusive of any sales tax, value added tax, goods and services tax or other similar consumption taxes imposed by any government, statutory or tax authority, and the foregoing taxes shall be borne solely by Merchant.
    5. Withholding Tax. If Merchant is obliged to withhold tax at source in connection with the amounts due under this Agreement, Merchant will withhold and pay such withholding taxes to the appropriate tax authority on behalf of Roblox and pay Roblox the net amount after deduction of the applicable withholding tax. Merchant must provide Roblox with properly executed documentation, certificates or receipts evidencing payment of such withholding tax. To the extent that an applicable double tax treaty reduces or exempts payments under this Agreement from withholding tax, Merchant must provide Roblox with the appropriate documents and forms to prove eligibility of benefits under such double tax treaty in a timely manner. Roblox will reasonably cooperate with Merchant to minimize withholding taxes. However, until all appropriate documentation or treaty procedures are complied with, Merchant may make payments without regard to such applicable double tax treaty. To the extent a government, statutory or tax authority at any time reimburses Merchant for tax payments made on Roblox’s behalf, Merchant shall remit such reimbursed amount to Roblox within thirty (30) days of receipt of such reimbursement.

 

  1. ROBLOX RESPONSIBILITIES
    1. Roblox Participation. During the Term, Roblox will, at Merchant’s reasonable request, provide reasonable assistance to Merchant in connection with Merchant’s inquiries relating to its product marketing and promotion efforts through the Commerce Integration. Roblox makes no representations, warranties, or guarantees regarding such assistance, and Merchant will remain solely responsible for ensuring that the Experience and sales of Licensed Products and Bundles through the Commerce Integration and its Store remains fully compliant with all Applicable Laws. 
    2. Commerce Integration Support. During the Term, Roblox will provide Merchant with reasonable online support relating to any issues or questions regarding Merchant’s access to and use of the Commerce Integration. For the avoidance of doubt, this Section will apply solely as to Merchant’s access to and use of the Commerce Integration and not to Merchant’s Store accessible through the Commerce Integration or for any sales made through the Commerce Integration.
  1. MERCHANT OBLIGATIONS & REQUIREMENTS
    1. Merchant Obligations. Merchant may only participate in usage of Roblox’s Commerce Integration program so long as Merchant: (i) remains in good standing with Roblox (including, for the avoidance of doubt, remaining compliant at all times with the Roblox Platform Terms) and the applicable Third-Party E-Commerce Provider responsible for providing Merchant’s Store; (ii) meets all of Roblox’s eligibility requirements as provided by Roblox to Merchant (as may be amended from time to time by Roblox in its sole discretion); and (iii) complies and maintains compliance with all guidelines and obligations provided by Roblox to Merchant relating to Roblox’s Intellectual Property (including those currently set forth in the Roblox Platform Terms and all terms referenced therein, including the Roblox Name and Logo Guidelines, in each case as may be modified from time to time). Merchant’s participation in Roblox’s Commerce Integration program is at Roblox’s discretion and Roblox reserves the right to revoke Merchant’s access to any Commerce Integration and/or suspend the offering or sale of any products through the Commerce Integration at any time and at Roblox’s sole discretion. 
    2. Merchant Efforts; Expenses. Merchant understands that: (i) it shall bear all its own costs associated with its manufacturing, creation (including, in the case of any virtual items, by means of a third-party developer, if applicable), marketing and sale of the Licensed Products and Bundles, including but not limited to advertising, production, packaging and sales of all such products; and (ii) it shall be responsible for all efforts and costs associated with ensuring that it has all rights, releases, and permissions with respect to third-party materials used in connection with the Licensed Products and Bundles.
    3. Approval Process. Merchant shall submit to Roblox the URL(s) (and/or any other information requested by Roblox) associated with each new version of the corresponding Licensed Product and Digital Add-On Product, as applicable, in a Bundle (each, a “Submission”). Roblox shall then, within ten (10) business days, provide Merchant with a written response approving or disapproving each Submission; absence of feedback from Roblox within such ten (10) business-day period shall be deemed a disapproval of the respective Submission(s). If Roblox disapproves any request or Submission or determines that the intended use of the Bundle is inconsistent with Roblox’s requirements, Roblox shall notify Merchant of non-approval noting the specific deficiencies causing the request or Submission not to be approved (“Notice of Non-Approval”), and Merchant shall make the specified revisions and re-submit the revised item for approval of the specified revisions.
    4. Prohibited Marketing. No Licensed Product or Bundle shall be referenced in any illegal, vulgar, obscene, immoral, unsavory or offensive manner, or in any sexually-oriented magazine or other similarly controversial publication, media or setting. In such an event, as determined by Roblox in Roblox’s sole discretion: (i) Merchant shall immediately remove such offending Licensed Product or Bundle from the Commerce Integration; and (ii) without limiting or waiving any other remedies that Roblox may have against Merchant for a breach of this Agreement, Roblox may immediately suspend Merchant’s use of the Commerce Integration and/or terminate this Agreement as set forth in Section 7(c).
    5. Product Customer Service. Merchant will be responsible for all customer service and related issues regarding any items Merchant displayed or sold through the Commerce Integration (including the Licensed Products and Bundles). If any Licensed Products or Bundles are the subject of a recall (which includes, without limitation, safety notices) initiated by a government or consumer protection agency, or as a result of litigation brought by an individual or entity, Merchant shall be solely responsible for all costs and expenses associated with the recall and notice.

 

  1. TERM AND TERMINATION
    1. Term. This Agreement shall become effective on the Effective Date set forth above and shall, unless earlier terminated in accordance with the termination provisions set forth herein, continue in effect until terminated.
    2. Termination by Either Party. This Agreement may be terminated by either Party as set forth below.
      1. For Convenience. Either Party may terminate this Agreement at any time for any reason upon at least forty-five (45) days’ written notice to the other Party.
      2. Insolvency. Either Party may terminate this Agreement effective immediately upon delivery of written notice that the other Party: (1) is unable to pay its debts as they mature or admits in writing its inability to pay its debts as they mature; (2) makes a general assignment for the benefit of creditors; (3) files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy which is not discharged within a period of thirty (30) days after such filing; or (4) applies for the appointment of a receiver or trustee for substantially all of its assets or permits the assignment of any such receiver or trustee who is not discharged within a period of thirty (30) days after such appointment.
      3. Breach. In the event that a Party commits a material breach of this Agreement, the aggrieved Party may notify the defaulting Party in writing specifying such breach, and requesting the breaching Party to remedy such breach to the reasonable satisfaction of the aggrieved Party within thirty (30) days of such notice (“Cure Period”). In the event that such material breach is not cured within the Cure Period, the aggrieved Party may terminate this Agreement immediately by written notice of termination within the thirty (30) days next following the end of the Cure Period.
    3. Termination by Roblox. Without limiting any other termination rights or suspension rights of Roblox set forth in this Agreement, Roblox may terminate this Agreement immediately upon written notice to Merchant in the event that:
        1. Merchant (1) uses, promotes or markets, or sells, within or in connection with its use of the Commerce Integration, a Licensed Product or Bundle outside the scope of this Agreement (including without limitation in violation of Section 6(d)), or in a manner or way that may denigrate, defame or otherwise bring negative disrepute to Roblox or (2) engages in any activity that may have an adverse impact on the goodwill or image of Roblox;
        2. Roblox commences a wind-down, deprecation, or termination of the Commerce Integration (including a termination solely in connection with a particular third-party e-commerce storefront partner); 
        3. Merchant fails to obtain any necessary approvals, consents, licenses, or authorizations as may be required under this Agreement; or
        4. Merchant has signed up to sell Bundles through the Commerce Integration, but has not sold a Bundle in any ninety (90) day period during the term of this Agreement (for clarity, this subsection shall apply to Merchants who have either this subsection does not apply to Merchants who do not offer any Bundles for sale).
    4. Effect of Expiration or Termination. In the event of the expiration or termination of this Agreement: (i) each Party shall, as soon as practicable upon request, cause all Confidential Information belonging to the other Party in whatever medium it is recorded or held to be returned, deleted or destroyed according to the written instructions of the other Party, provided that, neither Party shall be obligated to purge any Confidential Information retained according to its normal document retention practices if the obligations of confidentiality herein continue to be observed; (ii) Merchant shall pay to Roblox all amounts owed and payable hereunder within forty-five (45) days after receiving the corresponding invoice from Roblox; (iii) all rights and licenses granted hereunder will automatically terminate, including any permitted use of Roblox Marks by Merchant and Licensed Property by Roblox (except end-user licensees of Digital Add-On Products may continue to use those products in perpetuity in accordance with the Roblox Platform Terms); and (iv) Merchant shall immediately cease promoting, marketing, or selling any Licensed Products through the Commerce Integration, producing any Digital Add-On Products or combining Digital Add-On Products with Licensed Products into Bundles, or selling any Bundles through the Commerce Integration.
    5. Survival. Sections 4 (solely for amounts due and payable to the other party), 7(d), 7(e), and 8 – 12, in addition to any obligations which by their nature should survive the termination of this Agreement, will survive the expiration/termination of this Agreement and will remain in effect until fulfilled.

 

  1. REPRESENTATIONS & WARRANTIES 
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
      1. It is a validly formed entity in good standing. The execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary corporate action on the part of it, and this Agreement, when executed and delivered by the parties hereto, shall constitute a legal, valid and binding obligation of it. It has full power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereunder; no approval or authorization of, filing or registration with, or notification to any governmental authority or other party is required in connection with the execution and delivery of this Agreement by it; 
      2. Notwithstanding anything to the contrary contained in this Agreement, it acknowledges that it shall not and does not by this Agreement acquire any rights in the other Party’s patents, copyrights, trademarks or service mark rights, trade dress, equities, good will, titles and other proprietary rights which may be included, affixed to or utilized on a Licensed Product or Bundle, or used, incorporating or otherwise used hereunder; 
      3. It will maintain industry-standard administrative, physical, and technical safeguards for the protection of the other party’s materials, data, and Confidential Information. Those safeguards will include measures for preventing unauthorized access, use, modification or disclosure of such materials by the Party’s personnel except: (1) as required under this Agreement; (2) to comply with Applicable Law; or (3) as expressly permitted in writing by the other Party; and
      4. It shall comply with all national, state, provincial and local laws, statutes, rules, regulations, orders, and ordinances in connection with this Agreement, including but not limited to: (1) federal, state, and local anti-bribery and public ethics laws and regulations; (2) export controls, custom matters and trade, economic and financial sanctions and embargoes, including any sanctions or embargoes administered or enforced by the a governmental authority having jurisdiction over the performance of this Agreement or the manufacture, import or sale of the Licensed Products or Bundles; and (3) anti-money laundering laws (collectively, “Applicable Laws”).
    2. Additional Representations and Warranties. Merchant, and as indicated, each Party, additionally represents and warrants to the other Party that:
      1. Merchant has and will have all requisite ownership, rights, and licenses to fully perform its obligations under this Agreement, and the use and/or publication of the Licensed Property or any third-party intellectual property in connection with any Licensed Products or Bundles will not violate the intellectual property rights of any third-party; 
      2. It shall obtain and maintain all necessary licenses, authorizations, and permits necessary to manufacture, store, ship, and market the Licensed Products and Bundles, and it shall only make available and/or sell Licensed Products and Licensed Products within the Bundles with genuine monetary value and utility such as those attributable to comparable items made available and/or sold outside of the Roblox Platform (by way of example, all Licensed Products and Bundles must be meaningfully usable, wearable, or enjoyable by an end user), and Merchant further represents and warrants that no Licensed Product or Licensed Product within a Bundle will be a fraudulent or fake item and no sale of any Licensed Product or Licensed Product within a Bundle will be part of or result in any defrauding or deception of end users; 
      3. The Licensed Products and Bundles shall be: (1) new; (2) free from defects in design, material and workmanship; (3) safe for normal use; (4) in accordance with the marketed and disclosed specifications when used in accordance with such specifications; (5) merchantable and fit for the purpose intended; and (6) free from liens and encumbrances on title; and
      4. It shall endeavor to maintain the quality and aesthetic presentation of Licensed Products and Bundles consistent with such quality and presentation in its comparable products. 
    3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ROBLOX MAKES NO WARRANTIES TO MERCHANT REGARDING THE ROBLOX PLATFORM, COMMERCE INTEGRATION, AND ANY OTHER MATERIALS OR TECHNOLOGY PROVIDED TO MERCHANT. ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY TERMS IMPLIED BY STATUTE OR COMMON LAW REGARDING QUALITY, FITNESS, MAINTENANCE, USE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE EXTENT NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, ROBLOX DOES NOT OFFER ANY SUPPORT, CUSTOMER SERVICE, WARRANTY (INCLUDING WITH RESPECT TO QUALITY, SAFETY, LEGALITY, OR AUTHENTICITY), OR GUARANTEE FOR MERCHANT’S STORE ACCESSIBLE THROUGH THE COMMERCE INTEGRATION OR FOR ANY LICENSED PRODUCTS OR OTHER ITEMS SOLD THROUGH THE COMMERCE INTEGRATION, AND ROBLOX HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY RELATED TO THE SAME. MERCHANT HEREBY RELEASES ROBLOX FROM ANY CLAIMS RELATED TO ITEMS SOLD THROUGH THE COMMERCE INTEGRATION, INCLUDING FOR DEFECTIVE ITEMS, MISREPRESENTATIONS BY MERCHANT, OR ANY ITEMS THAT CAUSED PHYSICAL INJURY (INCLUDING PRODUCT LIABILITY CLAIMS).

 

  1. INDEMNITIES
    1. Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold the other Party, its officers, directors, employees, shareholders, agents, representatives, owners, successors and assigns harmless from any third-party claims, losses, expenses, amounts, damages or costs (including reasonable attorneys’ fees and expenses) suffered or incurred by the Indemnifying Party that arise out of (i) a breach of any of Indemnifying Party’s representations or warranties hereunder or (ii) Indemnifying Party’s gross negligence or willful misconduct.
    2. Merchant Indemnification. In addition to the foregoing indemnification obligations in Section 9(a), Merchant shall indemnify, defend and hold Roblox, its affiliates, and their  officers, directors, employees, shareholders, agents, representatives, owners, successors and assigns harmless from any third-party claims, losses, expenses, amounts, damages or costs (including reasonable attorneys’ fees and expenses) suffered or incurred by Roblox that arise out of: (i) the Licensed Products or Bundles sold through the Commerce Integration, including, without limitation, product liability, personal injury, death, or customer claims (e.g., refunds and returns); and (ii) any taxes, duties, or other governmental charges imposed on Merchant in connection with the Licensed Products or Bundles.

 

  1. LIMITATIONS OF LIABILITY 
    1. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S LIABILITY TO THE OTHER FOR ALL DAMAGES AND INDEMNITY OF ANY KIND ARISING UNDER OR RELATING TO THIS AGREEMENT IS:
      1. LIMITED SOLELY TO DIRECT DAMAGES AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, SUCH AS, FOR EXAMPLE, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES, OR OTHER SIMILAR DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; 
      2. FOR ANY CLAIMS NOT CARVED OUT PURSUANT TO SECTION 10(B) BELOW, LIABILITY SHALL BE CAPPED SUCH THAT THE CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY MERCHANT TO ROBLOX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY APPLICABLE CLAIM.
    2. EXCEPTIONS TO LIMITATIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: 
      1. DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR NEGLIGENCE OF ITS PERSONNEL; 
      2. FRAUD OR FRAUDULENT MISREPRESENTATION; 
      3. BREACH OF SECTION 6(D); 
      4. ITS OBLIGATIONS UNDER SECTION 9 (INDEMNITIES);
      5. BREACH OF SECTION 11 (CONFIDENTIALITY); 
      6. VIOLATIONS OF APPLICABLE LAW;
      7. VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR
      8. MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    3. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND ELSEWHERE IN THIS AGREEMENT SHALL BE ENFORCED AS WRITTEN, BUT OTHERWISE TO THE MAXIMUM EXTENT ALLOWABLE BY LAW.

 

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  1. CONFIDENTIALITY
    1. Confidentiality. Each Party agrees that any information or materials provided in connection with this Agreement (“Confidential Information”) are confidential and proprietary to the disclosing Party.  Each Party agrees to use the Confidential Information solely for the purposes of this Agreement, and will not disclose or otherwise make such Confidential Information available to any third party. This Section will not apply to information that: (i) can be established by written evidence to have already been in the lawful possession of the receiving Party prior to the time of disclosure; (ii) was received by the other Party from a third party without similar restriction and without breach of this Agreement; (iii) was developed entirely independently by the disclosing Party; or (iv) is or at any time becomes public other than by breach of this Agreement.  Either Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the disclosing Party will give the other Party reasonable advance notice prior to such disclosure.  
    2. No Rights.  Except for the limited use rights set forth in this Agreement, neither Party acquires any right, title or interest in and to the other Party’s Confidential Information.
    3. Public Announcements. Unless Merchant has received Roblox’s prior written consent, Merchant shall not use any Roblox Mark or other proprietary right of Roblox or Roblox’s affiliates, issue press releases or other publicity relating to the Commerce Integration program, Roblox or Roblox’s participation in the Commerce Integration program, or refer to Roblox in promotional materials. Roblox may use Merchant’s name and logo to promote Roblox in promotional and marketing materials.

 

  1. GENERAL PROVISIONS
    1. Insurance. If Merchant exceeds $100,000 in life-to-date gross sales through the Commerce Integration program or if Roblox expressly requests proof of insurance, Merchant will submit a certificate of insurance as evidence that it carries sufficient insurance to cover its obligations and liabilities under this Agreement, which in any event will be no less than US$1,000,000 per occurrence or US$2,000,000 in the aggregate (or equivalent currency); provided however, that the limitations of coverage in Merchant's insurance policies will not limit Merchant's indemnification obligations to Roblox. Such insurance will include, without limitation, commercial general liability and product liability insurance. Merchant is encouraged to maintain insurance to protect its business, even if it does not qualify based on the requirements set forth above in this Section 12(a).
    2. Remedies Not Exclusive. Neither Party will be relieved of its liability for any breach of this Agreement or its obligations accruing or occurring prior to or resulting from any termination of this Agreement, howsoever occasioned.  Any specific remedies provided to Merchant under this Agreement are not exclusive, and do not in any way limit or restrict Merchant’s right or ability to pursue any and all other remedies available to Merchant at law or equity. In the event of a breach or threatened breach of any provision of this Agreement by Merchant, Roblox shall be entitled to seek injunctive relief, including temporary restraining orders and preliminary injunctions, without the necessity of posting a bond or other security, in addition to any other remedies available at law or in equity.
    3. Choice of Law. This Agreement will be governed in all respects by the laws of the State of California, without reference to any choice of law provisions, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.) with respect to all issues arising from the arbitrability or the enforcement of the agreement to arbitrate.  All disputes under or relating to this Agreement shall be resolved by mandatory binding arbitration. The arbitration proceeding shall be administered by the American Arbitration Association (“AAA”) or such other administrator, as mutually agreed upon by the parties in writing.  Arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules.  If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein shall control.  A single arbitrator will resolve the dispute and shall be selected by mutual agreement of the parties.  If the parties are unable to agree to an arbitrator, the AAA shall select and appoint the arbitrator.  The arbitration shall be conducted in Santa Clara County, California, and the parties irrevocably consent to such venue. All statutes of limitation applicable to any dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the dispute being arbitrated and subject to limitation by the arbitrator to a level commensurate with the amount in controversy and complexity of the issues involved.  Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction. The prevailing party in any action to enforce the terms of this Agreement shall be entitled to all reasonable attorneys’ fees and costs in bringing and maintaining such action, regardless of whether a judgment is entered.
    4. Notices.  Any notice required under this Agreement shall be given in writing, in the English language and sent to the address of the other Party as provided by one Party to the other Party in writing. Notices shall be sent by registered post, return receipt requested, or equivalent, nationally recognized overnight delivery service, or courier. If emailed, on the date the email was sent with confirmation of transmission without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. If posted, the notice shall be deemed to have been received three (3) business days after the date of posting or, in the case of a notice to an addressee not in the country of the sender, ten (10) business days after the date of posting. If sent by nationally recognized overnight delivery, notice will be deemed to have been received one business day after date of posting. If couriered, notice will be deemed to have been received on delivery.
    5. Amendments and Waivers. This Agreement is the complete agreement between the Parties and supersedes all prior oral and written communications and negotiations. This Agreement may be modified, changed or amended only by a writing signed by both Parties. The delay or failure of either Party to exercise any right provided herein shall in no way affect its rights at a later time to enforce that right or any other rights under this Agreement. No waiver shall be effective unless in writing signed by the waiving Party. No rule of construction or interpretation shall be applied to construe any provision hereof against either Party based on the Party that drafted such provision.
    6. Headings/Severability. The headings and titles used in this Agreement are for convenience only and shall not limit, expand or otherwise affect any of its terms. If any provision of this Agreement is declared invalid, it shall be deemed adjusted to enforce the legal requirements, or if no adjustment can be made, the provision shall be deleted, unless such adjustment or deletion materially frustrates the purpose of the Parties in entering this Agreement. 
    7. Assignment. This Agreement may not be assigned or sublicensed in whole or in part by either Party without the prior written consent (in its sole discretion) of the other Party. Any other attempt to assign is void. Subject to the above restrictions, this Agreement shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees, of each of the Parties hereto.
    8. Relationship of Parties. This Agreement does not create the relationship of principal, agent, partner, joint venture, or franchise between Roblox and Merchant.  Neither Party has the authority to bind the other Party.
    9. Third-Party Beneficiaries. The Parties acknowledge and agree that no other Party is an intended third-party beneficiary under this Agreement, including without limitation any distributors and retailers.
    10. Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
    11. Order of Precedence. If there is a conflict or inconsistency between or among this Agreement or the Roblox Platform Terms, then the order of precedence is as follows: (i) this Agreement; and (ii) the Roblox Platform Terms, in each case unless the lower priority document explicitly states that it is intended to modify the conflicting terms of the higher priority document.

 

ADDENDUM A

SHOPIFY COMMERCE INTEGRATION

This Shopify Commerce Integration addendum (“Addendum”) is incorporated into the Merchant Agreement (“Agreement”) and is by and between the Merchant entity entering into the Agreement (“Merchant” or “you”) and Roblox Corporation (“Roblox”, “we”, or “us”). In the event of a conflict between the terms of this Addendum and the Agreement, this Addendum shall control. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

We understand that, in connection with the Commerce Integration, you or your wholesale partner have entered, or are entering, into an agreement with Shopify Inc. (“Shopify”) whereby Shopify will provide certain services as described in your agreement with Shopify (the “Shopify Services”). The Shopify Services are the sole responsibility of Shopify. We do not own or control the Shopify Services or Merchant’s Store hosted on the Shopify Services. Please contact Shopify with any questions or concerns regarding the Shopify Services or your Store.

In addition, you agree and acknowledge the following:

  1. Store Management. You are responsible for managing your individual Store.
  2. Sale Responsibility. We are not responsible for any purchases, sales, or delivery of products through the Store (each a “Commerce Transaction”). We do not, directly or indirectly, handle, process, or accept payments, collect receipts, determine prices or in any way oversee any Commerce Transactions.
  3. Access to Commerce Integration. Neither we nor Shopify are responsible or liable for any claims for damages arising from your conduct in connection with your implementation of the Commerce Integration. We are not responsible or liable for any claims for damages arising from sales made through, as a result of, or in connection with the Commerce Integration.  
  4. Product Returns and Customer Service. Any returns, customer service, or related inquiries or issues with your products (except any Digital Add-On Product) are directed to you and are your sole and exclusive responsibility.
  5. Taxes and Surcharges. We are not responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges or any additional charges that arise from or as a result of any sale for which we are not the merchant of record in connection with a sale conducted through the Shopify Services.
    1. Roblox provides a brand experience that enables users to explore and interact with Merchant’s brand in a virtual experience. While Roblox provides the experience for this brand interaction, we do not facilitate any sales transactions of Merchant’s product(s).
    2. Roblox does not operate as a marketplace or marketplace facilitator and is not involved in the facilitation of purchases, sales, payments or delivery of real-world items. All purchases related to Merchant’s products or services are conducted directly through Merchant’s experience. Roblox does not handle, process, or oversee these sales, refunds, exchanges, and any inquiries or issues related to sales should be directed to Merchant.
    3. Merchant manages their individual online stores and operate independently from Roblox. This independence extends to handling their own sales, inventory, payments, customer service, and fulfillment, whether directly or indirectly. Merchant maintains full autonomy over their online stores, which includes the ability to personalize branding, set pricing, and manage customer interactions. All transactions are processed directly between Merchant (or their official licensed seller) and their customer.
  6. Access and Termination. While we will endeavor to provide reasonable notice of any material change in or impact to the provision of the Commerce Integration, access to the Commerce Integration may be terminated, suspended or discontinued at any time, by Shopify (on the Shopify Services, as applicable) or by us, with or without notice, for any or no reason. We are not responsible for any effects of such termination, suspension or discontinuation, including, for example, any lost sales or administrative expenses.
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