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.
Table of contents
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.
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:
1.2 These General Terms (the “Terms”) describe your rights and responsibilities when using the Services. Please read them carefully. We are grateful you’re here!
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.
3.1 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 firstname.lastname@example.org; 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.
4.2 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.
5.2 Xsolla Products. Xsolla provides Partners and Customers with useful tools for creating and playing games:
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.
6.1 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.
7.1 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 email@example.com with the subject of the letter “Copyright Infringement” or write us at 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403.
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.
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.
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.
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.
(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.
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 firstname.lastname@example.org; 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.
(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.