TERMS OF SERVICE

Last Updated: December 13, 2018

Welcome to Xsolla! This Terms of Service is a binding, legal document between Xsolla (USA), Inc., its subsidiaries and affiliates (collectively, “Xsolla,” “we,” “us”, “our”), and you (“User”, “You”, or “your”) governing the use of all Xsolla Products.

Our Products are: (a) our website www.xsolla.com and all related subdomains of the website (the “Site”); (b) the software, applications, content, games, or other digital materials, which Xsolla has been authorized by the respective software developer or publisher to offer Users for purchase (the “Software”), (c) all other products and solutions offered by Xsolla.

1. GENERAL

Your access to and use of the Site and (or) the Software is conditioned upon your acceptance of and compliance with this Terms of Services (the “Terms”). This Terms applies to all visitors, users and others who wish to access or use our Products.

You are only allowed to use our Products if You agree to our Terms, applicable end-user licensing agreement and corresponding privacy policy (as set below). If You do not agree with any part of this document, then You do not have permission to access the Products.

2. AGE REQUIREMENT

Xsolla does not permit any User under the age of 13 to use the Products. Our Products require that all Users are old enough to form a binding, legal contract with Xsolla (usually, this age is 18 years old). If You are between the ages of 13 and 18 (or between 13 and the age of legal majority in your jurisdiction of residence), You must get your parent or guardian’s permission who agrees to be bound by these Terms.

It is very important that You read these Terms with your parent or guardian to understand the rules of conduct that correspond with the Xsolla Products.

3. REGISTRATION AND INFORMATION FOR YOU

To use our Products, You might be necessary to read and agreed with our terms, policies and rules which are describe your rights and obligations. It is important for us and for You also, because the clear understanding of the terms of use of our Products allow to avoid controversy.

The Site

Using the Site, You can perform a number of operations, such as (a) creating an account; (b) sharing the Site page through your accounts in social networks; (c) asking questions to our specialists; (d) booking a meeting at the events; (e) subscribing to news or performing some other actions. Any of these actions imply the transfer of your personal data to Xsolla, so before you begin to enter your data, read our Privacy policy carefully.

When You fill your data, You must provide accurate and complete information and keep it updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs under your account name, regardless of whether the activities are undertaken by You, or a third party, and for keeping your password secure. You shall have the ability to delete your personal data, either directly or through a request made to support@xsolla.com.

The Software

The Software is licensed, not sold. Words "sell", "sale" or "buy", "purchase" are solely related to the transfer of license rights in Software. All licensing relations between You and Xsolla are described in the End User License Agreement. You should carefully read it and understand before deciding to purchase the Software. Also before purchasing the Software read our Refund policy to know your consumer rights and responsibilities.

Xsolla Solutions

If you are our potential partner you will be interested in our products and solutions which we can provide you with the help of the Publisher Account. Publisher Account is an easy-to-use interface that gives you access to Xsolla products and solutions for the developers. All appropriate documentation can be found on https://developers.xsolla.com/. The instruction and terms of use You can find on https://publisher.xsolla.com/signup.

4. PRIVACY POLICY

As we have mentioned your privacy is important for Xsolla. Our Privacy policy explains how Xsolla treat your personal data and protect your privacy, also it lists other general information practices. Please note that You should give us true, accurate, current and complete information about yourself in every fields which you will decide to fill. By downloading or installing the Software, using the Site or other Xsolla products and solutions, and providing information to Xsolla all other means, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. COMPLIANCE AND DISCLOSURE

Xsolla reserves the right to contact You in connection with our or your compliance with, and the performance of these Terms or any activities related to our Products.

By accessing our Site and (or) using the Software, You acknowledge and agree that Xsolla may keep records of activities or content in accordance with the applicable data privacy legislation. Xsolla may also disclose these activities or content in connection with the providing You our Products if required to do so by the law or in the good faith belief that this action is reasonable and necessary to (a) comply with the law or legal process; (b) enforce these Terms; (c) respond to claims that the activities in connection with the Products that violate the rights of third parties; or (d) protect the rights, property, or personal safety of Xsolla, users, or the public.

6. NO LIABILITY FOR THIRD PARTY WEBSITES OR SERVICES

These Terms apply to all Products and extend to all of our Users. Our Site may contain links to third party websites and services that are not owned or controlled by Xsolla and we cannot control and will not be held responsible for the content, privacy policies, or practices of any third party websites or services. By using the Xsolla Site, you specifically release Xsolla from any and all liability arising from your use of any third party website, third party services, or interaction with any third party.

7. USE OF OUR PRODUCTS

This Terms lists rules and guidelines for using our Products, including (but not limited to) how the Site can be used and how the Software can be received and used. By accessing, registering for or using the Products, you agree to be bound by the following rules:

  1. You promise not to use the Products for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Products and the activity of any third person that uses your access code or your personal account;

  2. You shall not defame, harass, abuse, threaten or defraud Users of Xsolla, or collect, or attempt to collect, personal information about Users or third parties without their consent;

  3. You shall not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, the Software or any other products and solutions that prevent or restrict use or copying of any content accessible through Xsolla, features that enforce limitations on the use of the Products;

  4. You shall not (directly or indirectly): (i) decode, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Products, (ii) modify, translate, or otherwise create derivative works of any part of the Products, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive under this Terms or our End User License Agreement. You shall abide by all applicable local, state, national and international laws and regulations concerning the use of services and behavior on the Internet;

  5. You shall not interfere with or damage operation of the Products or any User’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

  6. You shall not use our Products for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO ABIDE BY ANY OF THE FOREGOING OR ANY MISREPRESENTATION MADE BY YOU HEREIN MAY RESULT IN THE IMMEDIATE TERMINATION OF YOUR ACCOUNT AND/OR ANY PRODUCTS PROVIDED TO YOU – WITH OR WITHOUT FURTHER NOTICE TO YOU.

8. INTELLECTUAL PROPERTY RIGHTS

We own and will continue to own our Site and our products and solutions, including all related intellectual property rights. When you decide to use the Software Xsolla grants to you a limited, revocable, terminable, non-exclusive right to use, display and perform the Software for your personal, non-commercial use, provided You comply with all terms and conditions of the End User Licensing Agreement and copyright laws of the country in which the Software was created or from which it may be accessed, international treaties and conventions, and other laws. All of our rights not expressly granted by this license are hereby retained.

Xsolla trademarks, service marks, and logos (Xsolla Marks) are subject to copyright, trademark and other intellectual property rights under the United States and foreign laws and international conventions.

Xsolla Marks must not be used, manipulated, copied, reproduced, transmitted, distributed, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever.

9. COPYRIGHT INFRINGEMENT

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act and other applicable laws. If You believe that there is a copyright infringement, You must provide Xsolla all possible information confirming the fact of copyright infringement.

You can mail us on support@xsolla.com with the subject of letter “Copyright Infringement” or write to us at 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403.

10. REPRESENTATIONS AND WARRANTIES

By using the Products, You represent and warrant that You have validly entered into the contract and have the legal power to do so. You further represent and warrant that You are responsible for your conduct and Your compliance with the terms of this Terms and all other Xsolla terms and policies if applicable.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. INDEMNIFICATION

By accessing, registering for, using, or downloading our Products You agree to indemnify, defend and hold harmless Xsolla, its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from any liability, loss, claim and expense (including attorneys’ reasonable fees) related to: (a) any claim due to or arising out of your violation of the Terms, including but not limited to a claim arising out of a breach of your representations or warranties made under these Terms; (b) your use of and/or access (or any use or access by a third party on your account) to the Site; (c) your violation of any third party right, including without limitation, any copyright, property, moral or privacy right; or (d) the unavailability of Site or other Products.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law in each applicable jurisdiction, Xsolla, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from a) errors, mistakes, or inaccuracies of or in any content; b) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; c) events beyond the reasonable control of Xsolla, including any internet failures, equipment failures, electrical power failures, strikes, riots, insurrections, civil disturbances, fires, floods, storms, earthquakes, explosions, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or e) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Xsolla Products.

13. MISCELLANEOUS

A. Governing Law

These Terms and its interpretation, and any disputes that arise hereunder shall be governed in all respects by the laws of State of California, USA, without giving effect to any principles that may provide for the application of the law of another jurisdiction. The U. N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed.

B. Disputes

Most User concerns can be resolved by use of our Xsolla support site at https://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.

Any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity, or termination shall be determined by final and binding arbitration in Los Angeles, California, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, and the arbitrator shall apply the laws applicable in the State of California.

Judgment on the arbitral award may be entered in any court having jurisdiction thereof. THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall, in the arbitral award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees (and accountant’s fees) of the prevailing party, for payment by the non-prevailing party, and shall determine the prevailing party for this purpose.

C. Term and Termination

This Terms are effective until terminated. You may terminate this Terms at any time upon notice to Xsolla. Xsolla has the right at any time, for any reason or no reason to terminate this Terms without any further liability to You.

D. Amendment

Xsolla may change this Terms from time to time at its sole discretion. If so, Xsolla notifies You about these changes by a pop-up line on the Site.

E. Notices

Xsolla may give notice to You by means of a general notice through your personal account, electronic mail to Your e-mail 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. All legal notices given by you or required under this Terms shall be mailed to: Xsolla (USA) Inc., 15260 Ventura blvd, Suite 2230, Sherman oaks, CA 91403, USA

F. Severability

Except as otherwise expressly set forth in these Terms, in the event that any provision of these Terms shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, 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, constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that these Terms is not intended to confer and does not confer any rights or remedies upon any person other than the parties to these Terms.

G. Enforcement

Xsolla obligations are subject to existing laws and legal process and Xsolla may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.

H. Questions or additional information

If you have any questions regarding Xsolla, this Terms or any other additional information, please email us at: support@xsolla.com.

I am a