GENERAL TERMS

Last Updated: October 10, 2020

Welcome to Xsolla! These General Terms are a binding legal document between one of the companies of the Xsolla group of companies (collectively, “Xsolla,” “we,” “us”, “our”) and you (“User”, “Customer”, “Partner”, “you” or “your”), governing the use of all Xsolla products and services (collectively, “Services”).

BY INSTALLING, USING OR OTHERWISE ACCESSING THE SERVICES, YOU AGREE TO THESE TERMS AND ANY LEGAL AGREEMENTS THAT ARE INCORPORATED INTO THESE TERMS BY REFERENCE, AND YOUR CONTINUED USE OF THE SERVICES WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS AND INCORPORATED LEGAL AGREEMENTS. IF YOU HAVE NOT READ, UNDERSTOOD OR AGREED TO ALL OF THESE TERMS, PLEASE DO NOT USE THE SERVICES OR CEASE THEIR USE IMMEDIATELY. THE USE OF THE SERVICES IS VOID WHERE PROHIBITED.

1. INTRODUCTION

1.1 Here some definitions you can find in these General Terms: 

Applicable Law means any applicable foreign, federal, state and local law, rule, and regulation promulgated by any local, municipal, state, federal, foreign, or other governmental body, or any of its representatives or departments, and any regulatory or administrative agency, court, or tribunal governing the parties’ respective rights, duties, and obligations hereunder, as applicable.

Customer — an individual person who installs, uses or otherwise accesses the Software according to the EULA (as defined below) and (or) uses other Services in accordance with these General Terms.

Partner — an individual person or legal entity that develops the Software and (or) installs, uses or otherwise accesses the Site and (or) Xsolla Products according to these General Terms and Terms of Use.

Legal Agreements are the documents that relate to your use of Xsolla Products and Services. If you are a Customer, your Legal Agreements are:

 If you are a Partner, your Legal Agreements are: 

 

Personal Data means any information relating to an identified or identifiable natural person.

Services consist of: 

  1. our website at xsolla.com and all related subdomains of the website (the “Site”); 
  2. the proprietary computer software developed by Xsolla that helps video game developers and publishers operate and sell games globally and personal accounts that help administrate all your operations (“Publisher Account”) (the “Xsolla Products”). All applicable documentation for the Xsolla Products is provided at developers.xsolla.com.
  3. the software, applications, content, games, or other digital materials that Xsolla has been authorized to offer Users for purchase by the respective software developer or publisher (the “Software”), 
  4. physical goods for sale;
  5. all other products and solutions offered by Xsolla.

1.2 These General Terms (the “Terms”) describe your rights and responsibilities when using the Services. Please read them carefully. We are grateful you’re here!

 

2. CHANGES TO GENERAL TERMS

Xsolla reserves the right to amend, change, modify, add or remove portions of the Terms and the Legal Agreements at any time, in its sole discretion, by posting the updated version on its Site and (or) within the Xsolla Products. By continuing to use any of the Services, you will be deemed to have accepted such changes. If at any point you do not agree to any portion of the current version of the Terms or any other Xsolla policy or rule relating to your use of the Services, then you must cease your use of the Services, and your license to use any Services will be immediately terminated. Subject to the Applicable Law, Xsolla may make changes to the Services at any time or discontinue your access to the Services at any time without warning and without a refund of any kind. You understand and hereby agree that Xsolla may discontinue or restrict your use of the Services for any reason and without notice or compensation.

3. ELIGIBILITY

3.1 By registering an account and using the Services, you represent and warrant that: (i) all Personal Data that you submit is truthful and accurate; (ii) you are the age of consent in your country/region or older, or have your parent or guardian’s consent as demonstrated by submission of the appropriate paperwork at gdpr@xsolla.com; and (iii) your use of the Services will not violate any Applicable Law or regulation, these Terms, the Legal Agreements or any other rules, policies or notices published by Xsolla. Your account may be deleted and your access to the Services terminated without warning if we believe that you are under the age of consent for your country/region and are using the Services without parental/guardian permission. 

3.2 The use of Xsolla Products is intended solely for Partners who are of the legal age of majority in their state, province, or jurisdiction of residence. Any registration by, use of or access to Xsolla Products by anyone under the legal age of majority or by anyone who has not obtained their parent or guardian’s consent to do so is unauthorized and in violation of these Terms. 

3.3 If you are aged between the relevant minimum age and 18 years (or applicable age of majority where you live), you and your parent or guardian must review these Terms together. Parents and guardians are responsible for the acts of children under the age of majority using Xsolla Products or Software.

4. PRIVACY NOTICE

4.1 Your privacy is important to Xsolla. Our Privacy Policy explains how Xsolla treats your personal data and protects your privacy and lists other general information handling practices. Please remember that you should give us true, accurate, current and complete information about yourself in every input field that you will decide to fill in. By downloading or installing the Software or using the Site or Xsolla Products, or by providing information to Xsolla by any other means, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You also should read our Cookie Policy on how you can manage your online privacy when you use the Services.

4.2 By accessing the Site and (or) starting to use the Software or a Xsolla Product, you acknowledge and agree that Xsolla may keep records of your activities or content in accordance with the applicable data privacy legislation. Xsolla may also disclose these activities or content in connection with providing you with the Services if required to do so by the law or if we believe in the good faith 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 your activities in connection with the Services violate the rights of third parties; or (d) protect the rights, property, or personal safety of Xsolla, its users, or the public.

5. SERVICES

To use our Services, you are required to read and agree with our Legal Agreements which describe your rights and obligations. This is important for us and for you as well, because the clear understanding of the terms of use of our Services allows you to avoid misunderstanding.

5.1 The Site. You can perform a number of operations using the Site, 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; (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.

5.2 Xsolla Products. Xsolla provides Partners and Customers with useful tools for creating and playing games:

  1. Pay Station lets Partners accept payments for gaming and gaming-related purchases by providing access to many different payment methods worldwide such as credit cards, debit cards, PayPal and others. It also provides a checkout interface for Customers to confirm intended selections, securely input payment data and submit them for processing.
  2. Push Payments lets Customers transfer funds directly into their gaming accounts without the requirement of logging into the game. Typical delivery methods for Push Payments include mobile banking applications and cash kiosks.
  3. Anti-fraud provides Partners with advanced security to defend against fraudulent payment activity. It relies primarily on a machine-learning mechanism to review payment data and refers to regional trends and user behaviors for additional analysis. Anti-fraud also allows Partners to create and implement additional fraud detection parameters specific to their games. 
  4. Subscriptions lets Partners offer timed access to their games and/or gaming-related services through subscription plans, typically monthly. Subscription plans may be purchased via one-time or recurring payments. Customers can upgrade, downgrade, renew, freeze or unfreeze plans as they choose. Plans can be purchased using a wide range of payment methods including credit cards, debit cards, digital wallets and offline payments.
  5. In-Game Store enables Partners to build and manage a catalog of vendible goods. Goods include but are not limited to: virtual currency packages, virtual items and downloadable content (“DLC”). Goods can be sold for hard currency (real-world currency) or soft currency (in-game currency, usually acquired through purchases or completion of in-game tasks or challenges). Partners can customize the appearance of their storefront interface to match the design and branding elements of their game, categorize groups of goods and promote individual goods.
  6. Buy Button allows Partners to embed a direct-sales widget (button) onto a website or create a storefront based on the API for payments and management catalog. Products and goods that can be sold include game keys, which grant users access to download and/or play games; out-of-game digital goods, which include but are not limited to concept art, wallpapers, maps, guidebooks, and soundtracks; physical merchandise, which includes but is not limited to apparel and toys; in-game goods, specifically virtual currency packages and virtual items.
  7. Player Inventory allows Partners to grant Customers the ability to store all purchased or earned in-game goods in one secure, synchronized location. Cross-platform functionality lets Customers access this secure location from any platform where they can access the game. Synchronization ensures that the content of the Customer’s inventory will always reflect the most recent game state accessed by the Customer, regardless of the platform used.
  8. Partner Network allows Partners to create, manage and scale marketing programs intended to generate greater online awareness of their games. Programs are structured as revenue-share partnerships between Partners and the individuals or organizations invited to participate. Such participants earn revenue by delivering online content about the Partner’s game and driving game sales. The share of revenue allocated for the participation in each program is determined by the Partner. Participant types include but are not limited to affiliate networks, video bloggers (also called “influencers,” “vloggers,” “streamers,” “YouTubers,” etc.), and channeling portals.
  9. Launcher lets Partners publish, distribute and operate video games both inside and outside of popular digital distribution platforms. Partners can “wrap” their games in a white-label global client app that acts as a hub where users can download games and updates, play games, and communicate with both the game Partner and the rest of the game’s user community. Partners can share news and information within their launcher about updates, fixes or future plans for game Development. Users who play a game through a Partner’s launcher can directly purchase other games from the same Partner. Partners can “wrap” multiple games within the same launcher to cross-promote and build brand equity across all games.
  10. Login enables Partners to let Customers securely authenticate either using their credentials from a previously established platform or by creating new credentials for the Partner’s own account system. Once a Customer is authenticated, either through a previously established platform or a new account, they join the Partner’s secure community. This lets Partners communicate with their Customers across all platforms while remaining platform-agnostic themselves. 
  11. Site Builder. Enables Partners to create their own gaming-optimized landing pages and community spaces using a code-free tool. Partners assemble landing pages from a series of “blocks,” each of which carries a different type of information about the game. When combined with a Buy Button, a Partner’s landing page produced through Site Builder can become an online point of sale (“POS”) where users can buy the game directly. Partners can also provide links for users to purchase the game through other digital platforms. Partners must provide their own written and visual content, including descriptions of gameplay and story elements, listings of content for each edition of the game (typically, a game key plus an increasingly robust collection of extras for each one), recommended system requirements and all visual assets (e.g. concept art, key art, screenshots, videos, etc.).

5.3 The Software means the software, applications, content, games other digital materials which Xsolla has been authorized by the respective Software developer or publisher to offer Customers for purchase. All licensing relations between the Customer and Xsolla are described in the EULA. You should carefully read and understand it before deciding to purchase the Software. Also make sure to read our Refund policy to know your consumer rights and responsibilities before purchasing the Software.

Please note that Xsolla is not the developer of the Software and cannot affect the Software quality or guarantee that it will meet any of your expectations. The Software is provided “as is” and on an “as available” basis without warranty or condition of any kind.

5.4 Physical goods. From time to time, we may offer certain physical goods for sale directly to you through the Xsolla Products such as playing cards or caps, etc. The terms and conditions pertaining to the sale of such products are governed by our Refund Policy as well as our Partner’s policies.

6. LICENSE

6.1 Partner License. Subject to your continued compliance with these Terms, we grant you a personal, royalty-free, non-transferable, non-assignable, revocable and non-exclusive license to use the Site and Xsolla Products. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Products we provide, in the manner permitted by these Terms and any additional terms or guidelines. You may not reverse engineer or attempt to extract the source code of our software, unless Applicable Laws prohibit those restrictions or you have our explicit written permission. Other terms may be subject to the independent license agreement made between the Partner and Xsolla.

6.2 Customer License. Xsolla grants, and you accept, a limited, non-transferable, non-sublicensable, revocable, terminable, non-exclusive license, including the right to install and use Xsolla Products, the Site and the Software for your personal, non-commercial use, provided you comply with all the terms and conditions of these Terms and (or) the EULA. The Software is delivered to you via Internet downloads only. This license does not give you any ownership rights in the Software, the Site or Xsolla Products. Any rights you do acquire in the aforementioned will forever be owned by and inure to the benefit of Xsolla and (or) its licensors.

6.3 License Restrictions. You shall not directly or indirectly: (i) create any service, software or documentation that performs substantially the same functionality as the Xsolla Products or the Software, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying a Xsolla Product and (or) the Software (except and only to the extent these restrictions are expressly prohibited by the Applicable Law), (iii) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any part of the Services in any service bureau arrangement or otherwise for the benefit of any third party, (iv) adapt, combine, create derivative works of or otherwise modify any part of a Xsolla Product and (or) the Software, or (v) use or allow the transmission, transfer, export, re-export or another transfer of any software, technology or information you obtain or learn pursuant to these Terms in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction. 

You promise not to use Xsolla Products for any purpose that is prohibited by these Terms or any other Applicable Law, rule or regulation.

6.4 License to Xsolla. Unless otherwise agreed to in a written agreement between you and Xsolla that was signed by an authorized representative of Xsolla, if you submit, transmit, display, perform, post, or store any recommendation, idea, proposal, suggestion, feedback or another input (“Content”) using the Services, you grant Xsolla, to the furthest extent and for the maximum duration permitted by the Applicable Law (including in perpetuity if permitted under the Applicable Law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive and royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content, including but not limited to promoting and redistributing part or all of the Services and derivative works thereof in any form, format, media or media channels now known or later developed or discovered. 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 We own and will continue to own our Site and the Xsolla Products, including all related intellectual property rights.

7.2 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.

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

7.4 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 with all possible information confirming the fact of the copyright infringement. You can mail us at legal@xsolla.com with the subject of the letter “Copyright Infringement” or write us at 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403.

8. THIRD-PARTY SERVICES

These Terms apply to our Services 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 Site, you specifically release Xsolla from any and all liability arising from your use of any third-party website or third-party services, or interaction with any third party.

9. REPRESENTATIONS AND WARRANTIES

By using the Services, 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 these Terms and all other Xsolla terms and policies if applicable.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL SERVICES 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 OR NON-INFRINGEMENT.

10. INDEMNIFICATION

By accessing, registering for, using or downloading our Services, 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 OR expense (but not limited to reasonable attorneys’ fees) related to: (a) any claim due to or arising out of your violation of the Terms, including but not limited to claims arising out of a breach of your representations or warranties made under these Terms; (b) your use of and/or access to (or any use or access by a third party on your account) the Site; (c) your violation of any third-party rights, including but not limited to any copyright, property, moral or privacy rights; or (d) the unavailability of the Site, Xsolla Products or the Software.

11. 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, epidemics/pandemics, explosions, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or e) losses of use, data, profits, goodwill or other intangible losses, resulting from the use or the inability to use any or all of the Services.

12. MISCELLANEOUS

  1. 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.

  1. 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.
  2. 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.

  1. 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. 

  1. 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. 
  2. 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.
  3. 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.
  4. 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.