12. MISCELLANEOUS

Governing Law. These Terms and their interpretation, as well as any disputes that arise hereunder, shall be governed in all respects by the laws of the State of California, USA, without giving effect to any principles that may provide for the application of the law of another jurisdiction. Your national law may explicitly give you rights and obligations to resolve disputes in a manner different from the one indicated below. In this case, your national law applies. The U. N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed.

(i) If you are a Customer, in respect of any and all claims regarding the Site and (or) Xsolla Products, the application of these Terms are between you and between you and Xsolla (USA), Inc., a company registered in the USA, State of California with company registration number C3140351 and with offices at 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, California, 91403 USA; (ii) the laws of the State of California, excluding its conflicts-of-law rules, govern these Terms and your use of the Site and (or) Xsolla Products; and (iii) you expressly agree that for claims and disputes not subject to the arbitration agreement below, exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be determined by final and binding arbitration in Los Angeles, California, before a single arbitrator. You and Xsolla agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The arbitration shall be resolved by arbitration by one arbitrator (“Arbitrator”) in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, Applicable Law and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website at www.adr.org, and the provisions of these Terms. Any election to arbitrate by one party shall be final and binding on the other. The place of arbitration shall be Los Angeles, California, USA. The cost of any arbitration shall be shared equally by the parties, but the Arbitrator shall be authorized to enter, as part of the award to a party, an amount equal to reasonable attorneys’ fees and other costs related to the arbitration, and, where appropriate, limited by the AAA Consumer Rules. The Arbitrator may award equitable relief. The Arbitrator’s decision(s) shall be final and conclusively binding on the Parties, and the judgment upon such award may be entered in any court of competent jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone or online. The Arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The Arbitrator must follow the Applicable Law, and any award may be challenged if the Arbitrator fails to do so. YOU AND XSOLLA AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The Arbitrator shall not consolidate another person’s claims with your claims and shall not preside over any type of representative or class proceeding. The Arbitrator may only award declaratory or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific subsection is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

(ii) In respect of any and all claims regarding the Software you have to be guided by Section 16 (A) of the End User Licensing Agreement.

(iii) If you are a Partner, these Terms are between you and Xsolla (USA), Inc., a company registered in the USA, State of California with company registration number C3140351 and with offices at 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, California, 91403 USA; (ii) the laws of the State of California, excluding its conflicts-of-law rules, govern these Terms and your use of the Site and (or) Xsolla Products; and (iii) you expressly agree that for claims and disputes not subject to the arbitration agreement below, exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be determined by a final and binding arbitration in Los Angeles, California, before a single arbitrator. The arbitration shall be resolved by arbitration by one arbitrator (“Arbitrator”) in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, Applicable Law and the provisions of these Terms. The place of arbitration shall be Los Angeles, California, USA. The cost of any arbitration shall be shared equally by the parties, but the Arbitrator shall be authorized to enter, as part of the award to a party, an amount equal to reasonable attorneys’ fees and other costs related to the arbitration. The Arbitrator may award equitable relief. The Arbitrator’s decision(s) shall be final and conclusively binding on the Parties, and the judgment upon such award may be entered in any court of competent jurisdiction.

Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action or claim is permanently barred.
Disputes. Most User concerns can be resolved by use of our Xsolla support site at http://help.xsolla.com. If we are unable to resolve Your concerns and a dispute remains between you and Xsolla, this section explains how we agree to resolve it.

A party that intends to seek arbitration must first send written notice to the other party of its intent to arbitrate (“Notice”). The Notice to Xsolla should be sent by any of the following means: (i) via electronic mail to legal@xsolla.com; or (ii) by sending the Notice by certified mail to Xsolla (USA), Inc., Attn: Legal Department, 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, California, 91403 USA. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Xsolla may commence an arbitration proceeding.

Term and Termination. These Terms are effective until terminated. You may terminate these Terms at any time upon notice to Xsolla. Xsolla has the right to terminate these Terms as set forth herein for breach of these Terms by you.

(i) Upon termination of these Terms for any reason, Section 7 (Intellectual Property Rights), Section 10 (Indemnification), Section 11 (Limitation of Liability), and this Section 12 (Miscellaneous) will survive.

(ii) Termination of these Terms shall be without prejudice to any rights or liabilities accrued at the date of the termination. Once the termination comes into effect, all rights and licenses under these Terms shall terminate. Upon the termination of these Terms, you shall cease all use of the Site and (or) Xsolla Products.

Notices. Xsolla may give notice to you by means of a general notice to you through your account, electronic mail to your email address in our records or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record, provided Xsolla has your physical address.
Severability. Except as otherwise expressly set forth in these Terms, in the event that any provision of these Terms is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining portions of these Terms shall remain in full force and effect. These Terms constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersede any prior oral or written agreements. You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms.
Enforcement. Xsolla’s obligations are subject to existing laws and legal process, and Xsolla reserves the right to comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.
Compliance. You agree to comply with all applicable import/export laws and regulations. You agree not to export any part of the Services or allow the use of your account by individuals of any terrorist-supporting countries to which encryption exports are restricted by the authorities at the time of exportation. You represent and warrant that you are not located in, under the control of or a national or resident of any such restricted country.