PUBLISHER ACCOUNT TERMS OF USE

1. SUBJECT

1.1 Definitions. The following definitions apply throughout these Rules:

Account or Publisher Account – a proprietary software tool developed by Xsolla, enabling Publishers to access and manage all Xsolla Products and related Services. The Publisher Account provides an intuitive interface with tools and resources for efficiently managing projects, monitoring game performance, accessing analytics, and discovering new technical solutions to grow their gaming business.

Agreement – licensing or reseller agreement, along with any other agreements and offers signed manually or via e-signature in the Account, or simply accepted online in the Account, between the Publisher and Xsolla for the sale of Digital Content and the use of Xsolla Products.

Digital Content – the digital content or services provided by the Publisher, such as video games and gamified content, including but not limited to digital items, digital currency, virtual reality and augmented reality experiences; infographics and visual content; digital artwork and illustrations; web-based or mobile applications and software; digital services, including but not limited to live streaming sessions and online events; virtual objects and artifacts that can be acquired and used within the game or through access to the Publisher’s software as a service (SaaS) product; or other additional content and features, as well as the associated Documentation. The Account contains an inventory of the Digital Content that is the subject of the Agreement. Adding new Digital Content to the Account or removing Digital Content from the Account does not necessitate the need for an amendment to the Agreement. Publisher is required to give all relevant information about the Digital Content in the Account, otherwise Xsolla may, in its discretion, cease or suspend distribution of this Digital Content.

Documentation – refers to any materials provided by Xsolla to the Publisher, outlining technical requirements for integrating the Publisher Account with Xsolla Products, including specifications for electronic formats, tools, and networks. This Documentation may be updated periodically by Xsolla. All applicable Documentation for the specific Xsolla Product is provided at https://developers.xsolla.com.

Publisher Content – all materials, including Publisher logos, trademarks, text, images, videos, audio files, graphics, and other descriptive materials related to the Publisher and its Digital Content. These materials may be uploaded, created, or managed by the Publisher through the Account. Additionally, any materials provided to Xsolla via email or other communication channels for the agreed-upon purposes in the Agreement and other accepted offers by the Publisher are also considered part of the Publisher Content.

Publisher Websites – any websites, web interfaces, landing pages, or community spaces created, operated, or maintained by the Publisher using the Publisher Account or other Xsolla Products. Publisher Websites may include gaming-optimized landing pages, promotional sites, community spaces, and any other web presence created to promote, distribute, or sell Digital Content.

Representative(s) – individuals managing the Account on behalf of the Publisher. This term shall include an individual entrepreneur that uses the Account.

Services – any non-software-based offerings provided by Xsolla to Publishers in connection with the Publisher Account or Xsolla Products. This includes, but is not limited to, technical support, integration assistance, fraud prevention, customer support, and marketing or promotional services.

Territory Laws and Regulations – any foreign, federal, state, local, or municipal laws, rules, regulations, directives, and standards, as well as any laws promulgated by governmental bodies, regulatory agencies, administrative departments, courts, or tribunals, governing the Parties’ respective rights, duties, and obligations hereunder, as applicable. This includes, but is not limited to, laws and regulations related to game development, game-related projects, and e-commerce in the jurisdictions where the Publisher operates or where Digital Content is distributed. Applicable laws encompass intellectual property rights (meaning any rights under patent, copyright, trade secret, trademark or similar intellectual property rights laws throughout the world), age ratings and certifications for software distribution, parental controls for protecting minors, data protection, privacy, consumer protection, taxation, and any other laws governing the sale of software or the video game industry in the relevant territories.

Xsolla Products – the proprietary computer programs developed by Xsolla that help video game developers and publishers operate and sell games globally. Xsolla Products can be combined to create a unified solution designed to support you in effectively financing, developing, publishing, launching, and promoting Digital Content on a global scale.

1.2 Xsolla grants the Publisher a non-exclusive, limited license to access and use the Publisher Account and related Services. All ownership rights to the Publisher Account, Xsolla Products, including their components such as code, design, databases, and proprietary know-how, remain solely with Xsolla. This license only permits use; it does not grant the Publisher any ownership, exclusivity, or other rights beyond what is explicitly stated. The license is valid globally, except in jurisdictions that are subject to trade or economic sanctions imposed by the United States (including OFAC-listed countries), the European Union, the United Kingdom, or other applicable regulatory authorities. Xsolla reserves the right to suspend or terminate access if a Publisher is found to be operating in a restricted jurisdiction or is otherwise subject to sanctions. This license remains effective for the duration of these Rules.

1.3 The Publisher must use the Publisher Account and Xsolla Products in compliance with these Rules, the Documentation and other applicable policies, Xsolla Product offers, and the Agreement.

IF YOU DO NOT AGREE WITH THESE RULES, YOU MUST IMMEDIATELY STOP USING YOUR PUBLISHER ACCOUNT AND XSOLLA PRODUCTS.

2. PUBLISHER ACCOUNT

2.1 To get access to the Publisher Account, Xsolla Products and Services, Publishers need to sign up at https://publisher.xsolla.com/signup.

2.2 All actions performed within the Publisher Account are deemed to be made by the Publisher, regardless of who performs them or whether they were authorized. The Publisher is fully responsible for any activity associated with the Account, including actions taken by its Representatives or, in the case of an individual entrepreneur, by the entrepreneur personally. It is the Publisher’s duty to assign roles and permissions carefully based on the authority level of each Representative. If Xsolla identifies or receives reports of fraudulent, illegal, or prohibited activities, it reserves the right to terminate the Account.

2.3 The Publisher is solely responsible for safeguarding access credentials, including passwords and private keys, and for managing device access. Any loss or damage arising from shared, lost, or compromised credentials, or from unauthorized access to the Publisher Account, remains the Publisher’s responsibility. If you become aware of a security breach or unauthorized use, notify Xsolla immediately at support@xsolla.com. Please note that due to the nature of the Publisher Account, Xsolla may not be able to fully resolve certain security issues. Xsolla assumes no liability for such incidents unless they result directly from fraud attributable to Xsolla.

2.4 By agreeing to these Rules, the Publisher confirms that they are of the legal age of majority in their state, province, or jurisdiction of residence.

2.5 Publishers are required to inform Xsolla at least ten (10) business days in advance of any planned changes to the Publisher Account or associated projects. These changes may include, but are not limited to, updates to pricing, currency adjustments, additions or removals of items, pre-order end dates, and game release dates.

2.6 The Publisher is responsible for reading any notifications, messages, or documents related to their Account that are presented there or sent via email. Ignoring or failing to respond to these does not relieve the Publisher from any obligations or liability that come with them.

3. ACCEPTABLE USE

3.1 Publisher Account and associated Xsolla Products. The Publisher Account and all related Xsolla Products are provided on an “as is” basis, with all faults and defects, without warranty of any kind. To the fullest extent permitted by Territory Laws and Regulations, Xsolla, on its own behalf and on behalf of its affiliates, licensors, and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising out of course of dealing, performance, or usage. Xsolla makes no guarantees that the Publisher Account or Xsolla Products will meet the Publisher’s expectations, function without interruption, or be free from defects or errors.

3.2 Publisher responsibility. The Publisher acknowledges and agrees that it is solely and fully responsible for all decisions related to the use of the Account, any Xsolla Products or Services. The Publisher assumes all risks and liabilities associated with such use, including but not limited to any consequences arising from the selection, implementation, configuration, and management of Xsolla Products, as well as any actions taken within the Account. Xsolla shall bear no responsibility for any outcomes resulting from the Publisher’s decisions, actions, or omissions.

3.3 Ownership of Publisher Content. You affirm that you hold all necessary rights to any Publisher Content uploaded, created, imported, or integrated within the Account.

3.4 Compliance with legal and ethical standards. The Publisher is responsible for their conduct while accessing and using the Publisher Account. The Publisher must use the Publisher Account solely for legal and appropriate purposes, in accordance with these Rules and Territory Laws and Regulations.

3.5 Grant of rights to Xsolla. By uploading Publisher Content, you grant Xsolla and its affiliates a limited, non-exclusive, non-transferable, non-sublicensable, and irrevocable license to use, store, process, and reproduce your Publisher Content as necessary. This license allows Xsolla to promote your Digital Content on the market and perform any Services agreed upon by the Publisher through the Agreement or other offers accepted by the Publisher. This license is granted solely to enable Xsolla to fulfill its obligations under these Rules and any relevant Agreements.

3.6 Digital Content standards and liability. The Publisher warrants that all Digital Content is functional, free from malicious code, legally compliant, and accurately described. The Publisher is responsible for maintaining third-party licenses, providing updates or support, and ensuring the content does not infringe on others’ rights. Xsolla is not liable for technical issues, user complaints, or damages related to the Digital Content. The Publisher agrees to indemnify Xsolla against any claims or costs resulting from unlawful, deceptive, or infringing content or practices.

3.7 Feedback. The Publisher may submit feedback, bug reports, or suggestions for improving the Publisher Account. By doing so, you grant Xsolla an irrevocable, perpetual, non-exclusive, worldwide license to use, disclose, and incorporate your feedback into its products or services without compensation.

4. SPECIAL CONDITIONS

4.1 If the Publisher chooses to use any Xsolla Product, they are required to comply with the corresponding Documentation provided by Xsolla. This Documentation outlines the technical, functional, and operational requirements for proper use of the Xsolla Product.

4.2 Xsolla may issue specific terms and conditions applicable to individual Xsolla Products. These terms may be provided in various formats, including but not limited to a notice, an offer, an online agreement, or other form determined by Xsolla. The Publisher is obligated to review and comply with all such terms and conditions as a condition of continued use of the Xsolla Product.

4.3 Once accepted, the specific terms governing a Xsolla Product shall take precedence over the specific provisions of the main Agreement associated with that Xsolla Product. However, general terms such as confidentiality, representations and warranties, and other standard clauses will continue to apply to the extent they do not conflict with the specific Xsolla Product-related terms.

4.4 The Publisher acknowledges and agrees that if they begin using any Xsolla Product prior to formally accepting the related terms, such use shall constitute full and binding acceptance of those terms. The Publisher is unconditionally obligated to comply with all applicable Documentation and any related terms or agreements, regardless of the manner or timing of formal acceptance.

By using the Publisher Account, you gain access to various Xsolla Products. The following outlines specific conditions, requirements, and restrictions for using these Xsolla Products.

4.5 Xsolla Launcher. The Xsolla Launcher is a comprehensive solution consisting of software elements such as binaries, console tools, sample code, configuration files, Chromium Embedded Framework libraries (CEF Libraries), sample scripts, uniform resource locators (URLs), and application programming interfaces (APIs) (collectively referred to as the “Xsolla Launcher Software”).

4.5.1 Use and Integration. The Publisher may integrate third-party or Publisher technologies with the Xsolla Launcher Software to enhance or extend its functionality, provided such integrations comply with the following:

1. The Xsolla Launcher Software must not be combined, distributed, or used with any code or content governed by licenses that conflict with these Rules or the applicable Agreement (“Non-Compatible Licenses”). Examples of prohibited licenses include the GNU General Public License (GPL) and Creative Commons Attribution ShareAlike License. Permissible licenses include BSD, MIT, Microsoft Public License, and Apache License.
2. The Publisher assumes full responsibility for any risks associated with using the Xsolla Launcher Software outside the scope of the provided documentation.

4.5.2 Operating Restrictions. The Xsolla Launcher Software must be operated exclusively on hardware owned or controlled by the Publisher unless otherwise authorized by Xsolla in writing. Repository HTTP requests made by the Xsolla Launcher Software must originate from servers operated by third-party vendors within the Publisher’s ecosystem.

4.5.3 Prohibited Uses. The Publisher is prohibited from using the Xsolla Launcher Software to develop, support, or participate in competing software or solutions.

4.5.4 Code Signing. The Publisher is solely responsible for code-signing Xsolla Launcher projects, including the purchase, renewal, and configuration of SHA-256 certificates from supported providers such as Thawte, Verisign/Symantec, Comodo, or Digicert.

4.5.5 Custom Libraries. The Publisher may include custom code libraries (Publisher DLLs) in Xsolla Launcher projects to achieve interoperability between the Launcher and Publisher Content. However, these DLLs must: a) be dynamically linked and interact through the Interop API; b) be maintained and monitored solely by the Publisher.

4.6 Xsolla Funding Club. The Xsolla Funding Club is designed to connect game developers with potential investors. To participate, the Publisher needs to submit an application with accurate and truthful details about their project. Xsolla’s role is solely to facilitate introductions between the Publisher and investors based on the information provided. Any agreements made are strictly between the Publisher and the investor - Xsolla is not involved in these contracts and is not responsible for any terms, conditions, or outcomes that result from them.

4.7 Xsolla Offerwall. If the Publisher elects to utilize the Xsolla Offerwall as part of their integration with the Publisher Account and related Xsolla Products, the Publisher shall also be subject to the Offerwall Terms and Conditions. All terms related to Offerwall functionality, compliance requirements, prohibited content, user data protection, monetization and revenue share, liability and indemnification, and termination of Offerwall services are outlined in the Offerwall Terms and Conditions.

5. PROHIBITED CONDUCTS AND RESTRICTIONS

5.1 The Publisher must not misuse the Publisher Account or exported software code. This includes:

1. Duplicating, sharing, or using exported code outside the Publisher Account;
2. Modifying code beyond permitted functionality;
3. Publishing code under unauthorized domain names.

5.2 The Publisher, or any third party acting on its behalf, is strictly prohibited from:

1. Uploading or distributing content that infringes rights, promotes hate, contains malicious code, or violates any Territory Laws and Regulations, these Rules or Agreement with Xsolla;
2. Engaging in fraud, impersonation, data scraping, or unauthorized data collection;
3. Reverse engineering, altering, or removing proprietary notices from Xsolla Products;
4. Misusing the Account for spam, commercial exploitation, or unethical conduct;
5. Accessing systems or data without permission or using false information to register.

5.3 The Publisher must not copy, modify, display, distribute, or attempt to extract source code or proprietary information from the Publisher Account and Xsolla Products.

5.4 Use of the Publisher Account or any Xsolla Product in a harmful, defamatory, unlawful, or unethical manner is strictly prohibited. This includes, but is not limited to, phishing, hacking, or the collection, processing, storage, or transmission of payment data in violation of applicable Territory Laws and Regulations or established industry standards such as the Payment Card Industry Data Security Standard (PCI DSS), SOC 1/2/3, ISO/IEC 27001, or any other relevant security, privacy, or compliance frameworks. Any conduct that may compromise user data, undermine secure transactions, or damage Xsolla’s reputation, goodwill, or legal standing is strictly forbidden.

5.5 THE PUBLISHER ACKNOWLEDGES AND AGREES THAT ANY FAILURE TO COMPLY WITH THE PROVISIONS SET FORTH IN THESE RULES, OR ANY FALSE, MISLEADING, OR INACCURATE REPRESENTATION MADE BY THE PUBLISHER, SHALL CONSTITUTE A MATERIAL BREACH. XSOLLA RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO IMMEDIATELY SUSPEND OR TERMINATE PUBLISHER’S ACCOUNT AND/OR ANY RELATED XSOLLA PRODUCTS AND SERVICES, WITH OR WITHOUT PRIOR NOTICE, AND WITHOUT ANY LIABILITY TO THE PUBLISHER.

6. PRIVACY NOTICE

6.1 Publisher Data We Collect. When your Representative registers an Account or takes certain actions within the Account, the Representative provides Xsolla with information that may include personal data. That may include the following:

1. Contact and identity information of the Representatives such as full name, company name, their role in the company, photo, email, phone number, and limited data from their social media profile (if they authorize via social networks);
2. Account information such as login and password;
3. Transactional information such as bank and payment details;
4. Feedback information such as surveys, and other feedback.

We automatically collect some information when Representatives use an Account. This includes technical information about their device, hardware, or software they use (such as browser type, device type, operating system, etc.) and usage information and statistics (such as page views, time spent on a page, etc.). Xsolla uses cookies and similar technologies to automatically collect this information. For additional information on managing your online privacy while using the Publisher Account, please refer to our Cookie Policy.

We may also work with third parties (for example, sub-contractors for technical services, advertising networks, analytics providers) who share information with us.

6.2 Purposes of Processing. Xsolla will process personal data solely for purposes related to fulfilling its obligations under these Rules and the Agreement, evaluating and improving Xsolla Products and our Services, responding to your questions, communicating with you and for other purposes described in Xsolla’s Privacy Policy; in compliance with all Territory Laws and Regulations governing data protection and privacy.

6.3 Other Aspects of Processing. You can refer to Xsolla’s Privacy Policy for the additional information on how we collect, use, share, transfer, store, and safeguard your personal data, your data subject rights, as well as our broader data handling practices.

6.4 Communications with Publishers. As part of the Publisher Account’s functionality, Xsolla may send you and/or your Representatives supporting emails containing useful information such as project statistics and guidance on the next steps for project management.

To improve your experience with the Publisher Account, Xsolla may send you and/or your Representatives communications containing useful information about the Account and Xsolla Products. We may also send you and/or your Representatives marketing information tailored to your interests if we have your consent. You can opt out of these communications by using the “unsubscribe link” provided within the communications you receive.

6.5 Publisher’s Processing of Third-Party Personal Data. If the Publisher uses any Xsolla Products and collects personal data of third parties (e.g., end users) through such Products for its own purposes (for example, via Login or Site Builder), the Publisher shall be considered the data controller with respect to that data, and Xsolla shall act as the data processor. In such cases, the Publisher is solely responsible for ensuring compliance with all Territory Laws and Regulations governing data protection and privacy in the relevant territories, including implementing appropriate technical and organizational measures to safeguard the data.

7. COMPLIANCE WITH APPLICABLE LAW

7.1 Compliance with Territory Laws and Regulations. The Publisher agrees to fully comply with all Territory Laws and Regulations, including but not limited to those governing the Publisher Content, Digital Content, Publisher Websites, online activities, email communications, and the use of the Account or Xsolla Products. This includes, without limitation, compliance with all laws governing the transmission of technical data, export control laws, and any other applicable regulations in the jurisdictions where the Publisher operates or where the Digital Content is distributed.

If the Digital Content includes non-fungible tokens (NFTs), skill-based games, loot boxes, virtual currencies, or any other gaming-related content subject to specific regulations, the Publisher is solely responsible for ensuring full compliance with all applicable legal and regulatory requirements governing such content. This includes, but is not limited to, consumer protection laws, gambling laws, anti-money laundering (AML) regulations, financial services laws, advertising and marketing regulations, and any other industry-specific laws applicable in the jurisdictions where the Digital Content is going to be available.

7.2 Data Protection Compliance. The Publisher acknowledges and agrees that, in relation to personal data, both the Publisher and Xsolla may act as independent data controllers, unless explicitly stated otherwise in the applicable Agreement between the Publisher and Xsolla. The Publisher is responsible for ensuring compliance with all applicable data protection laws and regulations, including, but not limited to, the European General Data Protection Regulation 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and any other relevant laws or regulations.

As an independent data controller, the Publisher:

7.2.1 Acknowledges that they are solely responsible for ensuring compliance with all applicable legal obligations, including but not limited to those under the GDPR, CCPA, CPRA, and any other applicable privacy laws or regulations;

7.2.2 Agree to implement all necessary measures to lawfully collect, process, and transfer personal data, in full compliance with relevant data protection laws;

7.2.3 Confirm their commitment to protecting privacy and personal data in accordance with applicable data protection laws in the jurisdiction, and agree to promptly address any violations, complaints, or breaches arising from their actions or omissions.

8. SECURITY STANDARD DISCLAIMER

8.1 Xsolla maintains responsibility for the security and reliability of its own Xsolla Products and implements all necessary measures to protect its systems in accordance with recognized industry standards, including, but not limited to, compliance with the PCI DSS and certification under SOC 2 Type 1 (collectively, the “Security Standards”). These controls are designed to ensure the safe and secure operation of Xsolla’s infrastructure and to support the secure distribution of Digital Content through its platform.

8.2 However, Xsolla does not assume responsibility for the security, functionality, or compliance of the Digital Content, Publisher Websites, or any third-party systems under the Publisher’s control. The Publisher is solely and fully responsible for maintaining, operating, and securing its own systems, infrastructure, and digital properties in accordance with all applicable data protection laws, regulations, and security standards.

8.3 Xsolla does not audit or monitor Publisher systems for compliance with the Security Standards and cannot confirm whether the Publisher’s technical, organizational, or operational controls meet the requirements imposed by applicable Territory Law and Regulation or industry practice. It is the Publisher’s obligation to implement and maintain adequate security measures to protect all data processed, collected, or stored through its systems or Digital Content.

9. THIRD-PARTY SERVICES

9.1 The Publisher Account, Xsolla Products and Services may include access to or integration with third-party services such as analytics, payment processing, distribution platforms, and other related tools. While Xsolla may facilitate or recommend access to such third-party services to support the Publisher’s use of the Account, Xsolla Products, or Services, the Publisher acknowledges and agrees that certain features or functionalities may be provided and controlled solely by the respective third-party providers.

9.2 Xsolla does not own, operate, manage, or control any third-party services and assumes no responsibility or liability for their availability, performance, security, legal compliance, or terms of use. The use of any third-party service is subject exclusively to the terms, conditions, and policies established by the applicable third-party provider.

9.3 The Publisher further acknowledges and agrees that Xsolla shall not be liable for any acts or omissions of third parties, including those engaged or recommended by Xsolla in connection with its Xsolla Products or Services. It is the Publisher’s sole responsibility to review, agree, and comply with all applicable third-party terms, and to review and accept the level of security provided in connection with any data exchanged, stored, or processed through such third-party services.

9.4 Unless the Publisher has explicitly submitted a written request to Xsolla seeking clarification regarding the specific third-party services utilized in connection with any Xsolla Product or Services, and has formally notified Xsolla in writing, within two (2) months from the commencement of use of such Xsolla Product or Service, that it does not accept the quality or security standards of a particular third-party provider, the Publisher shall have no right to bring any claim, complaint, or demand against Xsolla in relation to any dissatisfaction concerning the performance, reliability, or technology of the third-party services involved. Should the Publisher submit such a written notice within the aforementioned time period, Xsolla may, at its sole discretion, make reasonable efforts to investigate the issue and provide assistance in resolving it. However, any such action by Xsolla shall be considered a courtesy and does not constitute a binding obligation or commitment to act.

10. REPRESENTATIONS AND WARRANTIES

10.1 Xsolla acts as the merchant of records for the Digital Content according to the Agreement, but under no circumstances shall Xsolla be deemed or treated as a “publisher” or “author” of any Publisher Content. Xsolla does not create, review, monitor, endorse, or assume any responsibility for Publisher Content uploaded, posted, transmitted, or otherwise made available through the Publisher Account or in connection with any Xsolla Products or Services.

10.2 The Publisher acknowledges and agrees that Xsolla shall bear no liability or responsibility whatsoever for the use, accessibility, availability, accuracy, loss, deletion, corruption, or alteration of any Publisher Content, nor for any damage, loss, costs, or expenses incurred by the Publisher or any third party resulting from the publication, display, reliance upon, or interaction with such content.

10.3 Without limiting the foregoing, Xsolla expressly disclaims any and all liability for: any errors, inaccuracies, or omissions in Publisher Content; content that is defamatory, libelous, obscene, offensive, pornographic, harassing, harmful, incites violence, promotes hate, or violates any applicable laws, regulations, or third-party rights; any unlawful, infringing, or unauthorized content encountered by the Publisher or third parties through the Publisher Account.

10.4 The Publisher is solely and exclusively responsible for: ensuring that all Publisher Content complies with all applicable Territory Laws and Regulations, including those related to intellectual property, privacy, consumer protection, and content restrictions; addressing, managing, and resolving any claims, complaints, or legal actions brought by third parties in connection with the Publisher Content, including claims of infringement, defamation, or harm; implementing appropriate content moderation and control mechanisms where applicable.

10.5 Xsolla reserves the right, but assumes no obligation, to remove or disable access to any Publisher Content at its sole discretion, including when such content is believed to violate these Rules, applicable Territory Law and Regulation, or third-party rights.

11. LIMITATION OF LIABILITY

11.1 The Publisher Account, Xsolla Products and all related services are provided strictly on an “as is” and “as available” basis. To the maximum extent permitted under applicable Territory Laws and Regulations, Xsolla and its affiliates, officers, directors, shareholders, employees, agents, licensors, and service providers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

11.2 Xsolla does not warrant or guarantee that the Publisher Account or any Xsolla Product will meet the Publisher’s requirements, operate without interruption, be error-free, or be free from harmful components or vulnerabilities.

11.3 To the fullest extent permitted by law, Xsolla shall not be liable for any losses, claims, or damages of any kind, whether direct or indirect, incidental, consequential, punitive, special, exemplary, or otherwise, including but not limited to: a) any errors, inaccuracies, or omissions in content or services; b) personal injury, property damage, or losses resulting from access to or use of the Publisher Account or any Xsolla Product; c) unauthorized access to, or alteration, loss, or misuse of data, personal data, or content transmitted to or stored on Xsolla’s systems; d) interruptions, delays, or failures due to causes beyond Xsolla’s reasonable control, including but not limited to: Internet service disruptions or equipment malfunctions; power failures or outages; strikes, labor disputes, or civil unrest; natural disasters (e.g., floods, earthquakes, storms, fires); epidemics, pandemics, or public health emergencies; acts of war, terrorism, or governmental orders; failure or non-performance by third-party service providers; e) any loss of data, business, revenue, profits, goodwill, or other intangible losses resulting from or related to the use or inability to use the Publisher Account or any Xsolla Product.

11.4 To the extent that any liability is not effectively disclaimed under this Section, the total aggregate liability of Xsolla for any and all claims arising out of or in connection with the use of the Publisher Account and any Xsolla Product, or Services, whether in contract, tort, or otherwise, shall be strictly limited to the total liability actually agreed under the Agreement, or any lesser amount as may be explicitly agreed by the Parties.

11.5 The Publisher acknowledges that the limitations set forth in this Section are a material basis of the bargain and that Xsolla would not provide the Publisher Account or related Xsolla Products and Services without such limitations.

12. INDEMNIFICATION

12.1 The Publisher shall fully indemnify, defend, and hold harmless Xsolla, its parent and affiliated companies, and each of their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, settlements, judgments, and expenses of any kind whatsoever (including, without limitation, attorneys’ fees and costs of investigation and enforcement), whether direct or indirect, known or unknown, foreseeable or unforeseeable, incurred by any Indemnified Party, arising out of or in connection with:

1. Breach of Rules. Any actual or alleged breach by the Publisher of these Rules or any additional terms related to Xsolla Products or Services, or any applicable Territory Law and Regulation, or industry standard;
2. Violation of third-party rights. Any actual or alleged infringement, misappropriation, or violation by the Publisher (including its employees, contractors, or representatives) of any third-party rights, including but not limited to intellectual property rights, data protection rights, contractual rights, publicity rights, or privacy rights, arising from or related to the Publisher Websites, Publisher Content, Digital Content, or the use of the Account or any Xsolla Product;
3. Damage to third parties. Any claim that the Publisher’s Content, activities, services, or offerings (whether hosted or distributed through Xsolla or otherwise) have caused harm, damage, loss, or injury to a third party, including but not limited to users, customers, or regulatory authorities;
4. Third-party services or systems. Any claims related to the use, misuse, integration, or failure of any third-party services, tools, or systems used by the Publisher in connection with the Publisher Account, Xsolla Products or Services.
5. Regulatory Compliance. Any violation of data protection obligations, privacy laws, or other regulatory requirements applicable to the Publisher, including but not limited to GDPR, CCPA, CPRA, and any other privacy laws or regulations applicable in the jurisdictions where the Publisher operates or where Digital Content is distributed.

12.2 The Publisher’s indemnification obligations shall apply regardless of whether such claims arise in tort, contract, equity, statute, or otherwise, and shall include, without limitation, all costs of defense, settlement negotiations, legal proceedings, judgments, and damages awarded against or incurred by any Indemnified Party. Xsolla shall have the right to assume control of its defense at any time, at the Publisher’s expense, and the Publisher shall cooperate fully with Xsolla in defending or settling any such matter.

12.3 This indemnification obligation shall survive the termination or expiration of the Agreement and/or the Publisher’s use of the Publisher Account, Xsolla Products or Services.

13. CONFIDENTIAL INFORMATION

13.1 During the term of commercial cooperation, either party (“Disclosing Party”) may share confidential or proprietary information with the other party (“Receiving Party”) in connection with the use of Publisher Account, Xsolla Products or Services. “Confidential Information” includes, but is not limited to, technical data, trade secrets, product plans, customer or supplier information, marketing strategies, software (including source code), financial data, and the terms of the commercial cooperation. Confidential Information does not include information that: (a) was lawfully known prior to disclosure; (b) becomes public through no fault of the Receiving Party; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Disclosing Party’s information; or (e) is approved for release in writing.

13.2 The Receiving Party agrees to maintain the confidentiality of the Disclosing Party’s Confidential Information, use it only as necessary to fulfill its obligations or exercise rights under these Rules and the commercial cooperation, and limit access to those with a need to know. Reasonable safeguards must be used to prevent unauthorized disclosure, and any suspected breach must be reported immediately. The Receiving Party may disclose the existence of the commercial relations with the other party and its general commercial terms and may reference the partnership publicly unless otherwise restricted.

13.3 If legally compelled to disclose Confidential Information, the Receiving Party must notify the Disclosing Party promptly (unless prohibited by law), limit disclosure to what is legally required, and cooperate in seeking protective measures.

13.4 The Receiving Party must return or destroy all Confidential Information upon request and following the termination of the commercial relationships, unless retention is necessary for compliance with relevant Territory Laws and Regulations. The Confidential Information remains the exclusive property of the Disclosing Party.

14. MISCELLANEOUS

14.1 Governing Law and Jurisdiction

14.1.1 Applicable Law. These Rules, including their interpretation and any disputes arising from or relating to them, shall be governed by and construed in accordance with the laws of the State of California, USA, excluding any conflict-of-law rules that would require the application of another jurisdiction’s laws. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply.

14.1.2 Mandatory local rights. If the Publisher’s national laws grant mandatory rights or impose obligations that cannot be waived by agreement, such rights and obligations shall apply only to the extent explicitly required under those laws.

14.1.3 Contracting entity. These Rules form a binding agreement between the Publisher and Xsolla (USA), Inc., a company registered in the State of California, with registration number C3140351 and its principal office located at 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, California, 91403, USA.

14.1.4 Arbitration of disputes. Any dispute, controversy, or claim arising out of or in connection with these Rules that is not resolved informally shall be exclusively and finally resolved through binding arbitration conducted in Los Angeles, California, USA, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified by these Rules.

14.1.5 Costs and enforcement. Arbitration costs shall be equally shared by both parties, unless otherwise awarded by the arbitrator. The arbitrator may award reasonable attorneys’ fees and related costs to the prevailing party. The arbitrator’s decision shall be final and binding, and may be entered and enforced in any court of competent jurisdiction.

14.2 Limitation on claims. Any claim or cause of action arising from or related to these Rules must be filed within one (1) year from the date on which the claim or cause of action first arose. Claims not filed within this period shall be permanently barred, regardless of any contrary statute or law.

14.3 Dispute Resolution Procedure

14.3.1 Initial resolution attempt. The Publisher is encouraged to resolve any concerns or disputes by contacting Xsolla through its Support Center at http://help.xsolla.com or directly through their personal account manager.

14.3.2 Notice of Arbitration. If a dispute cannot be resolved informally, the Party intending to initiate arbitration must first deliver a written Notice of Arbitration to the other Party. The Notice must include: a) a detailed description of the nature and basis of the claim or dispute; and b) the specific relief being requested.

14.3.3 Notice to Xsolla. All notices to Xsolla must be sent either:

1. By email to: legal@xsolla.com, or
2. By certified mail to: Xsolla (USA), Inc., attn: Legal Department, 15260 Ventura Boulevard, Suite 2230, Sherman Oaks, California, 91403, USA

14.3.4 Timeline for Arbitration. If the parties do not reach a mutually satisfactory resolution within thirty (30) days after receipt of the Notice, either party may proceed to initiate arbitration as outlined above.