Partner Shipping Program (PSP) Agreement (10-2025)

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ACCESS AND/OR USE ROLL20'S MARKETPLACE PARTNER SHIPPING PROGRAM FEATURES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS ROLL20'S MARKETPLACE PARTNER SHIPPING PROGRAM IN ANY WAY. BY ACCESSING AND/OR USING THE MARKETPLACE PARTNER SHIPPING PROGRAM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY, YOU CERTIFY THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY OR ARE NOT SURE IF YOU HAVE THAT AUTHORITY, YOU MAY NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE OR ACCESS ROLL20'S MARKETPLACE PARTNER SHIPPING PROGRAM FEATURES IN ANY WAY.

This Marketplace Partner Shipping Program Agreement (this “Agreement”), effective as of the date of first acceptance (the “Effective Date”) is made by and between the publisher accepting this Agreement on behalf of itself or its organization (“Licensor”) and Roll20, LLC, a Nevada limited liability company (“Roll20”).

WHEREAS, Licensor desires to have Roll20 sell certain Licensor products (“Products”) which the Licensor shall ship and fulfill to the end customer (“Customer”) as part of Roll20's Marketplace Partner Shipping Program (the “Program”), all on the terms and conditions set forth herein; and

WHEREAS, Licensor and Roll20 have previously entered into a Publisher Agreement (“Publisher Agreement”) to enable Licensor to sell digital and/or print-on-demand products through Roll20's marketplace websites, and Licensor now desires to extend that Publisher Agreement to include the Program under the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Rights.

1. Grant of Rights. Subject to and conditioned on Licensor's and each Customer's compliance with the terms and conditions of this Agreement and Roll20's website terms of use and privacy policy, as may be modified from time to time, Roll20 agrees to sell the Products to Customers through the Program. Licensor hereby grants to Roll20 the right to use the Products, and any trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of Licensor, and any and all other intellectual property provided to Roll20 by Licensor or one of Licensor's affiliates in connection with this Agreement (“Licensor IP”) during the Term in connection with Roll20's sale of Products through the Program. Roll20 hereby grants Licensor a limited, worldwide, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term to access, use, copy or otherwise reproduce, and/or publicly display, the Program, any trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of Roll20, and any and all other intellectual property provided to Licensor or any Customer by Roll20 in connection with this Agreement (“Roll20 IP”) during the Term for the sole purpose of promoting the Program as set forth herein, and no other purpose whatsoever. The Roll20 IP shall remain the property of Roll20.
2. Reversion of Rights. Upon termination of this Agreement, all rights in the Licensor IP that were granted to Roll20 in this Agreement will revert back to Licensor, and all rights in the Roll20 IP that were granted to Licensor will revert back to Roll20.
3. Rights Surviving Termination. Upon the termination or expiration of this Agreement, any rights reverting to Licensor will remain subject to all licenses and other grants of rights made by Roll20 to third parties under this Agreement. Further, any rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including any and all rights of Roll20 under such third-party licenses and grants.

2. Licensor Responsibilities.

1. Fulfillment. The Program includes an electronic platform for the sole purpose of selling the Products to Customers. Licensor acknowledges and agrees that all fulfillment, transportation and/or shipping services conducted through the Program are the responsibility of Licensor. All orders sold by Roll20 through the Program are ultimately fulfilled by Licensor, and not Roll20. Licensor understands and agrees Roll20 is not responsible or liable for any failure of Licensor to complete any transaction and/or fulfill any order. Licensor represents, warrants, and covenants to Roll20 that it will fulfill its obligations under this Section 2(a).
2. Shipping. Licensor shall ship all Products within five (5) business days of receipt of each respective order in approved shipping containers. Any costs related to shipping that are not borne by Customers shall be borne by Licensor.
3. Restock. If any Products are found to be out of stock after an order for such Products has been placed, Licensor shall notify Roll20 immediately and will cooperate with all reasonable steps taken by Roll20 to refund the ordering Customer if the Customer does not wish to wait for the out-of-stock Products to be restocked.
4. Permissions and Clearances. Licensor shall obtain, at Licensor's expense, all licenses, permits, permissions and other clearances that Roll20 deems necessary for the inclusion of any textual, illustrative, or other material in the Products selected by Licensor.

3. Royalties; Payments.

1. Royalties. Roll20 shall pay to Licensor as royalties on actual sales dollars (i.e., the amount actually received by Roll20 from each Customer less only the items detailed in (A) and (B) below) (i) 70% of all sales receipts received from sale of the Products and (ii) 100% of any sales receipts received for freight or handling charges on sales of Products (together “Royalties”). Neither Royalties nor sales receipts shall include (A) amounts charged for sales tax or value added tax (which taxes Roll20 may, where applicable, collect and remit as seller of record) or (B) sales resulting in payment chargeback, customer refund, or fraud.
2. Payments. Roll20 shall make payments of Royalties in accordance with the terms of Sections 2(b) and 2(c) of the Publisher Agreement, which are hereby incorporated by reference.
3. Taxes. All amounts payable by Roll20 to Licensor under this Agreement are inclusive of taxes and similar assessments, and Licensor shall remain solely and exclusively responsible and liable for all such taxes and similar assessments.

4. Intellectual Property.

1. No Development. Roll20 and Licensor acknowledge and agree that there shall be no development of intellectual property by either party for the other party under this Agreement, and that any intellectual property development activities must be the subject of a separate written agreement prior to the commencement of any such development. All uses of a party's intellectual property by the other party will be in the form and format specified or approved by the owner of such intellectual property. All goodwill related to the use of a party's intellectual property by the other party shall inure to the benefit of the owner of such intellectual property.
2. Use of Licensor's Name and Likeness. Roll20, and any licensees or assigns of Roll20's rights under this Agreement, shall have the right to use Licensor's name and approved image, likeness, and biography, as well as product logos, illustrations, cover images, and short excerpts of or related to Products for advertising, promotion, and other exploitation of the Products and other rights granted under this Agreement.
3. Reservation of Rights. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights to any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

5. Confidential Information.

1. Definition. From time to time during the Term, Roll20 may disclose or make available to Licensor information about Roll20's business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”).
2. No Disclosure. Licensor shall not disclose Roll20's Confidential Information to any person or entity, except to Licensor's employees, if any, who have a need to know the Confidential Information for Licensor to exercise its rights or perform its obligations hereunder. Any failure by any such employees of Licensor to comply with this Section 5, or any act or omission by any of Licensor's employees that, if committed by Licensor, would constitute a breach of this Section 5, will constitute a breach of this Section 5 by Licensor for which Licensor will be jointly and severally responsible.
3. Return of Confidential Information. On the expiration or termination of this Agreement, Licensor shall promptly return to Roll20 all copies, whether in written, electronic or other form or media, of Roll20's Confidential Information, or destroy all such copies and certify in writing to Roll20 that such Confidential Information has been destroyed.
4. The obligations of this Section 5 are effective as of the Effective Date and will expire seven (7) years from the date of initial disclosure; provided, however, that with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
5. Remedies. Licensor acknowledges and agrees that a breach or threatened breach by Licensor of any of its obligations under this Section 5 may cause Roll20 irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Roll20 will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages or not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

6. Representations and Warranties.

1. Data Privacy. Each party represents and warrants that it shall comply with applicable laws as it pertains to personally identifiable information and personal data, and applicable laws pertaining to confidentiality and disclosure with regard to all information or records obtained in the course of the direct business relationship between Licensor and Roll20.
2. Roll20's Representations and Warranties. Roll20 represents and warrants to Licensor that it has the right to enter into this Agreement and to perform all obligations in this Agreement.
3. Licensor's Representations and Warranties. In addition to the representation and warranty given in Section 2(a), Licensor represents and warrants to Roll20 that: (a) Licensor has the full right, power, and license to enter into this Agreement and convey the rights granted to Roll20; (b) the Products do not and shall not infringe upon or violate any copyright, trademark, trade secret, or other intellectual property or privacy right of any other person or entity; and (c) the Products contain no material that is (i) obscene, (ii) libelous, (iii) in violation of any right of privacy or publicity rights, (iv) harmful in any way so as to subject Roll20 to liability to any third party, or (v) otherwise contrary to any federal, state or local laws or regulations. Licensor acknowledges and agrees that Roll20 shall be under no obligation to register the copyright for any Product in any country or countries and shall not be liable to Licensor for any acts or omissions by Roll20 in connection therewith. Licensor further acknowledges and agrees that, upon written notice to Licensor, Roll20 may elect, at any time and at its sole discretion, to not publish, distribute, or sell (or to stop publishing, distributing, or selling) any Product through Roll20's Program and shall not be liable to Licensor for any acts or omissions by Roll20 in connection therewith.
4. Disclaimer. The Roll20 IP is provided “as is” and Roll20 hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Roll20 specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Roll20 makes no other warranty of any kind that the Roll20 IP, or any products or results of the use thereof, including but not limited to the Program, will meet licensor's, Customers' or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free from harmful code, or error free.

7. Indemnification.

1. Licensor's Indemnification. Licensor shall indemnify, hold harmless, and, at Roll20's option, defend Roll20 from and against any losses, damages, liabilities and costs (including reasonable attorneys' fees) (“Losses”) resulting from any actual or alleged demand, suit, and/or claim: (i) that the Licensor IP, or any use of the Licensor IP in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights; or (ii) based on Licensor's or any Customer's (a) negligence or willful misconduct, (b) use of the Program in a manner not authorized by this Agreement, (c) use of the Program in combination with data, software, hardware, equipment or technology not provided by Roll20 or authorized by Roll20 in writing, (d) modifications to the Program not made by Roll20; (e) based on Licensor's failure to maintain appropriate federal, state, provincial, or local licenses, if any, or Licensor's failure to comply with any federal, state, provincial, or local law, regulation or ordinance; or (f) relating directly or indirectly to the fulfillment of Products (including from any Customers). Licensor may not settle any third-party claim against Roll20 unless Roll20 consents to such settlement, and further provided that Roll20 will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof with counsel of its own choice.

8. Limitation of Liability.

In no event will Roll20 be liable to Licensor under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement of goods or services, in each case regardless of whether a party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Roll20's aggregate liability to Licensor arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amounts paid to Licensor hereunder in the twelve (12) month period preceding the event giving rise to the claim.

9. Term and Termination.

1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until either this Agreement or the Publisher Agreement, or both, is terminated (the “Term”).
2. Termination. Either party may terminate this Agreement upon written notice: (i) if the other party materially breaches the Agreement and does not cure such breach within thirty (30) days after receiving notice of such breach; (ii) if the other party files a petition under the bankruptcy laws, makes an assignment of its assets for the benefit of its creditors, or otherwise liquidates its business; or (iii) for convenience upon six (6) months' prior written notice.
3. Effect of Termination. Upon termination of this Agreement, Licensor shall immediately discontinue use of Roll20 IP and shall return to Roll20 any Roll20 Confidential Information. The provisions of this Agreement which by their nature should survive shall survive the termination of this Agreement.

10. Miscellaneous.

1. Independent Contractor. The relationship between Licensor and Roll20 shall be that of independent contractors, and not agents of each other. Nothing in this Agreement or any other document or agreement between the parties shall constitute or be deemed to constitute a partnership or joint venture between the parties. Except as expressly provided herein, no party has any express or implied right to enter into any contracts or binding commitments in the name of or on behalf of any other party in any respect whatsoever, and no conduct of the parties shall be deemed to infer such right.
2. Assignment. This Agreement is binding on and inures to the benefit of the parties hereto, and their heirs, successors, and assigns. Licensor shall not assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily or involuntarily, by operation of law, or otherwise, without Roll20's prior written consent. Any purported assignment in violation of the foregoing shall be null and void. Roll20 may assign this Agreement or its rights hereunder, or delegate its obligations hereunder, at its sole discretion.
3. Entire Agreement. This Agreement is the sole and entire agreement of the parties with respect to the subject matter herein, and amends, restates, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter, including, without limitation, any prior license agreement, publisher agreement, or other form of agreement entered into by or on behalf of Roll20 and Licensor.
4. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
5. Amendment and Modification. Roll20 may revise this Agreement at any time for any reason, and Roll20 may provide Licensor notice of these changes by any reasonable means, including by providing notice through Roll20's digital marketplaces and applications. By continuing to use Roll20's digital marketplace for publishing services, Licensor confirms acceptance of any revised Agreement(s), and all the terms incorporated herein by reference.
6. Waiver. No waiver by any party of any of the provisions hereof (a) will be effective unless explicitly set forth in writing and signed by the party so waiving or (b) operate or be construed as a waiver about any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or will be construed as a waiver thereof; nor does any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. Notices. All notices, waivers, and other communications hereunder shall be in writing and addressed to the address specified by each party from time to time.
9. Force Majeure. Except with respect to any obligations related to Confidential Information and intellectual property, the failure of either party to timely perform any obligation under this Agreement due to reasons outside such party's reasonable control (each a “Force Majeure Event”) shall not be deemed to be a material breach of this Agreement, but shall be excused to the extent and for the duration of such Force Majeure Event, and the affected party shall provide the other party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities) and shall use its commercially reasonable efforts to avoid or remove such Force Majeure Event.
10. Further Assurances. Licensor agrees to execute, acknowledge and/or deliver such further instruments, and to do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
11. Governing Law; Submission to Jurisdiction. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal courts of the United States of America or the courts of the State of Nevada, in each case located in Clark County, Nevada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein is effective service of process for any suit, action, or other proceeding brought in any such court.

By switching on the “I agree” switch below and clicking “Accept Terms”, you acknowledge that you have read, understand and agree to be bound by this Marketplace Partnership Shipping Program Agreement.