Terms of Use

Last Updated: October 10, 2020

Welcome to Xsolla! By using Xsolla Publisher Account («Publisher Account») you («Partner» or «you») agree to be bound by the rules set forth in these Terms of Use (hereinafter «Terms of Use» or «Rules»), which constitute a binding legal agreement between you and one of the companies of the Xsolla group of companies (hereinafter «Xsolla» or «us» or «we»).

1. SUBJECT

1.1 Here some definitions you can find in these Rules:Applicable Law means any applicable foreign, federal, state and local laws, rules and regulations promulgated by any local, municipal, state, federal, foreign or another governmental body or any of its representatives or departments, or by any regulatory or administrative agency, court or tribunal governing the Parties’ respective rights, duties and obligations hereunder, as applicable.

Documentation means documentation provided by Xsolla to the Partner that sets forth the requirements for the technical interaction of the parties in connection with the use of Publisher Account and Xsolla Products, including the requirements for electronic formats and tools and networks to be used for any integration of the parties’ systems, as may be updated from time to time by Xsolla.

Intellectual Property Rights means any rights under patent, copyright, trade secret, trademark or similar intellectual property rights laws throughout the world.

Publisher Account is a software tool developed by Xsolla to be used by Partners to access and manage all Xsolla Products and services.

Xsolla Business Engine is a mobile application that lets you securely access your Xsolla Publisher Account from anywhere in the world. It allows Partners to check out how their games are performing and find out about the latest technical solutions designed to help them grow your gaming business.

Xsolla Products are the proprietary computer programs developed by Xsolla that help video game developers and publishers operate and sell games globally. All applicable documentation for Xsolla Products is provided at https://developers.xsolla.com

1.2 Xsolla provides a non-exclusive license to use the Publisher Account and performs related services. Xsolla is the sole owner of the right for the Publisher Account website, the Xsolla Business Engine, associated Xsolla Products and its elements (code, design, databases, know-how and so on). A non-exclusive license is limited by “right to use”, and none of the provisions of these Rules shall give a Partner an exclusive right to the Publisher Account or associated Xsolla Products. A non-exclusive license is granted for the period of effect of the Rules throughout the world.

1.3 The Publisher Account has an easy-to-use interface that provides you with the necessary tools and content to manage your projects efficiently.

1.4 The Publisher Account gives you access to Xsolla Products.

1.5 As part of the functionality of the Publisher Account, we provide you with supporting emails aimed to assist you in project management. Such emails contain useful information such as statistics and the steps you should take to proceed with your project.

1.6 Partners shall use the Publisher Account and associated Xsolla Products strictly in accordance with these Rules, the General Terms and other applicable policies and agreements, so please read them carefully.

IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST IMMEDIATELY STOP USING YOUR PUBLISHER ACCOUNT AND XSOLLA PRODUCTS AND SERVICES.

2. PARTNER ACCOUNT

2.1 Partners shall register on https://publisher.xsolla.com/signup in order to use the Publisher Account and associated Xsolla Products and services.

2.2 After registration the Partner will receive a unique account and access to their personal account («Partner Account», «Account»).

2.3 All actions performed in the Partner Account shall be considered as actions performed by Partner themselves. You are solely responsible for all activities conducted through your Account, whether or not you authorize the activity. In the event that a fraud, illegal act or another conduct that violates these Rules is discovered or reported (whether by you or someone else) that is connected with your Account, Xsolla may terminate your Partner Account (or Accounts).

2.4 You are solely responsible for maintaining the confidentiality of your password and for restricting access to your devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person’s use of your password to gain access to your Account.

You must immediately notify Xsolla of any unauthorized use of or access to Account, password, or another breach of security at support@xsolla.com, however you accept that due to the nature of the Publisher Account, Xsolla might be unable to remedy any issues that arise therefrom.

2.5 Xsolla will not be liable for any loss or damage of any kind and under any legal theory to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part.

Xsolla cannot and will not be liable for any loss or damage arising from your sharing or losing your private key or related information, or for any other damage or loss arising from an unauthorized access to your Account.

2.6 Upon agreeing to these Rules, the Partner represents that the Partner is of the legal age of majority in their state, province or jurisdiction of residence.

3. ACCEPTABLE USE

3.1 The Publisher Account and associated Xsolla Products are provided to the Partner “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under the applicable law, Xsolla, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Publisher Account and associated Xsolla Products, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or warranties that may arise out of course of dealing, performance, usage or trade practice. Without limitation to the foregoing, Xsolla provides no warranty or undertaking and makes no representation of any kind that the Publisher Account and associated Xsolla Products will meet the Partner’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected. See more information in Section 11 “Limitation of Liability”.

3.2 The Partner takes on all risks connected with the use of Publisher Account and associated Xsolla Products.

3.3 You confirm that you own all rights in and to any content uploaded, created, provided, imported, copied, integrated by you within your Partner Account («Partner Content») while using any of the Xsolla Products, including but not limited to any trademarks, service marks, designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, game keys, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials, or that you otherwise have (and will continue to have) the full power, title, licenses, consents and authority in and to the Partner Content, as necessary to legally access to, import, copy, use, publish, transfer or license such Partner Content, by you, us or any of our affiliates.

3.4 You acknowledge and agree that you are responsible for your own conduct while accessing or using Publisher Account, and for any consequences thereof. You agree to use Publisher Account only for purposes that are legal, proper and in accordance with these Rules and any applicable laws or regulations. 

3.5 By uploading Partner Content to the Publisher Account, you grant Xsolla the right to store and process this Partner Content in order to comply with these Rules and the Licensing Agreement (as set forth in clause 5.2 of these Rules) if applicable, including to upload and/or copy your Partner Content to our systems, including cloud services and CDNs, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required for us to perform our services and operate the Xsolla Products, to ensure that the Publisher Account continues to function, services are continued to be provided and Xsolla Products are operated without interruptions. 

3.6 You have obtained all consents and permissions required under all applicable laws regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Partner Content, and you will adhere to all laws applicable thereto.

3.7 Partner agrees and undertakes that the Partner Content does not contain information or suggestions concerning adoption agency services; selling real-world exotic animals; betting, gambling, casinos, bingo or other services similar to gambling; selling databases; selling real-world alcoholic beverages, tobacco or cigarettes; currency exchange / Forex / purchase and sale of securities; pawn shops; adult chat sites, pornographic content, escorts or links that lead to such websites; selling electronic cigarettes; investment clubs, sale of shares, stocks, put options and other investments; gold investments, capitalization certificates (investments with rewards); concealing and laundering assets of criminal origin; pyramid schemes; handling and transport of organic, hospital or hazardous waste; selling prescription medications; electronic wallet and/or credit charges for e-wallets, prepaid cards, virtual currencies (in the context of a digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value and does not have legal tender status in any jurisdiction); esoteric, psychic services; people and organizations that support terrorism; loans; production, sale or trafficking of real-world weapons or munitions; selling real-world replicas or imitations of products; sex shops and erotic items; advance payment (Partial Payment) services, vehicle payment plans; online auctions; selling prepaid phone cards, VoIP, text messaging; selling objects and services which promote racism and discrimination; organ trafficking; invasive cosmetic procedures; sale of real-world precious stones / high-value fine jewelry; sale of hallucinogenic substances and illegal drugs; network marketing, benefits from admittance of new members; zoophilia / child pornography.

PARTNER IS SOLELY RESPONSIBLE FOR THE PARTNER CONTENT UPLOADED ON AND/OR WITHIN THE PUBLISHER ACCOUNT. IN THE EVENT OF ANY DISPUTES, CLAIMS, VIOLATIONS OF THE RIGHTS OF THIRD PARTIES ARISING IN CONNECTION WITH THE POSTED CONTENT, THE PARTNER IS THE PARTY TO THE DISPUTE AND BEARS FULL RESPONSIBILITY FOR ITS OUTCOME, INCLUDING WITH REGARD TO DAMAGES AND COMPENSATION.

3.8 Xsolla shall not be liable for: a) your inability to use the Publisher Account or associated Xsolla Products for reasons beyond the control of Xsolla, b) any activities and/or inactivities of service providers, services, networks, software or equipment; c) distortion, adjustment, loss of Partner Content; d) unauthorized use and/or misuse of the Partner’s login and password by third parties.

3.9 You may choose to submit comments, bug reports, ideas or other feedback about the Publisher Account, including but not limited to those about how to improve the Publisher Account (collectively, «Feedback»). By submitting any Feedback, you agree that we are free to use such Feedback at our sole discretion and without additional compensation to you and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

4. SPECIAL CONDITIONS

By using the Publisher Account, you may also obtain access to certain Xsolla Products. Below we list the special conditions for the use of such Xsolla Products and important requirements and prohibitions.

4.1 Xsolla Launcher. Xsolla Launcher consists of several software elements, including 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 «Xsolla Launcher Software»).

(i) The Partner may, within the scope of the Xsolla Launcher documentation: incorporate other Partners’ technology and/or third-party code that utilizes one or more API functions for the purpose of enhancing or extending the functionality of the Xsolla Launcher Software, as long as the Partner does not combine, distribute or otherwise use the Xsolla Launcher Software or APIs with any code or another content which is covered by a license that would directly or indirectly require that all or part of the Xsolla Launcher Software be governed under any terms other than those of these Rules and, if applicable, the Licensing Agreement («Non-Compatible License»). For example, code or content licensed under the following licenses is prohibited: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), Creative Commons Attribution ShareAlike License. Code or content licensed under the following licenses is allowed: BSD License, MIT License, Microsoft Public License, Apache License. The Partner shall bear all the risks of using the Xsolla Launcher Software otherwise than as documented in the Documentation. 

(ii) Operating Restrictions. Without the prior written consent from Xsolla, (1) Xsolla Launcher Software may only be run on computer equipment owned and operated by the Partner, and (2) the Xsolla Launcher Software may only be configured to make repository HTTP requests from servers operated by a third-party vendor if that vendor is a member of Xsolla’s partner ecosystem. 

(iii) Other Restrictions. Without limiting the license restrictions set out elsewhere in these Rules and, if applicable, the Licensing Agreement, the Partner may not use or exploit the Xsolla Launcher Software or any portion thereof to develop, maintain, participate in the development of or support any competing software or solution. 

(iv) Code Signing. The Partner is responsible for code-signing Xsolla Launcher projects. The Partner is solely responsible for the purchase, renewal, security and proper configuration of the code signing certificate used with the Xsolla Launcher Software. Xsolla only supports SHA-256 certificates from the following certificate authorities: Thawte, Verisign/Symantec, Comodo and Digicert. 

(v) Partner DLLs. The Partner may include custom code libraries that contain code or data that can be used by more than one program at the same time («Partner DLLs») within the Xsolla Launcher Software for the purpose of achieving interoperability between the Xsolla Launcher Software and Partner Content and/or Partner technology. Partner DLLs may only be included as dynamically linked libraries (“DLLs”) that interact via the Interop API. The Partner is solely responsible for the performance of any Partner DLLs, their interoperability with the Xsolla Launcher Interop API and their maintenance.

4.2 Xsolla Site Builder. Xsolla Site Builder allows Partners to create their own gaming-optimized landing pages and community spaces through the use of a code-free tool. In addition to any and all requirements to Partner Content and restrictions mentioned in Section 3 “Acceptable Use” hereof, you have to comply with the terms below.

(i) SiteBuilder Content. You may be able to upload, store, publish, display and distribute information, text, photos, videos, emails and other content on or through the Xsolla Site Builder (collectively, «SiteBuilder Content»). SiteBuilder Content includes any content posted by you or your End-Users (as defined in clause 5.2 of these Rules) on any of your websites created via the Xsolla Site Builder («Partner Websites»). You are solely responsible for any and all SiteBuilder Content and any transactions or other activities conducted on or through SiteBuilder Websites. By posting or distributing SiteBuilder Content on or through Partner Websites, you represent and warrant to Xsolla that (i) you have all the necessary rights to post or distribute such SiteBuilder Content and that (ii) your posting or distribution of such SiteBuilder Content does not infringe or violate the rights of any third party.

(in) Content Monitoring. You acknowledge and agree that Xsolla may, but is not obligated to, monitor SiteBuilder Content and may immediately take any corrective action in Xsolla’s sole discretion, including but not limited to removing all or a portion of your SiteBuilder Content or suspending or terminating any and all Licensing Agreements between you and Xsolla without any refunds. You hereby agree that Xsolla shall have no liability due to any corrective action that Xsolla may take, including but not limited to suspending or terminating a Licensing Agreement.

(iii) Your License to Xsolla. You hereby grant to Xsolla, to the extent necessary to provide the services, a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, make excerpts of (in whole or in part), make available to the public, publish or distribute your SiteBuilder Content and the Partner Websites; and (ii) make archival or back-up copies of your SiteBuilder Content and Partner Websites. Except for the rights expressly granted above, Xsolla is not acquiring any right, title or interest in or to the SiteBuilder Content, all of which shall remain solely with you.

4.3 Xsolla Funding Club. You can use the Funding Club to find prospective investors for your game by filling out an application form. The information that you provide to Xsolla or prospective investors is not allowed to mislead people or misrepresent facts, and you should be truthful about what you are and what you plan to accomplish. Xsolla prohibits the use of misleading information.

When Xsolla provides prospective investors based on your application form, we’re inviting these prospective investors to enter into a contract with you in case the investor is interested in your project. Xsolla does not become a party to such contracts, which is instead a direct legal agreement between you and an investor.

5. PROHIBITED ACTIONS

5.1 While using Publisher Account, the Partner is prohibited to, a) duplicate and/or distribute software code exported via Partner Websites; b) use the software code exported from Partner Websites to create other websites beyond the Publisher Account; c) make changes to the Partner Websites software code beyond Publisher Account; d) publish the exported Partner Website software code under domain names other than those specified in the Partner’s personal account.

5.2 By way of example, and not as a limitation, you may not, and may not allow any third party to, (i) send, post, upload, transmit, distribute, disseminate or otherwise make available any Partner Content in violation of these Rules or a licensing agreement between you and Xsolla («Licensing Agreement»), including but not limited to any Partner Content that infringes the Intellectual Property Rights of any party and any Partner Content that contains any hate-related or violent content or contains any other material or products that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (ii) distribute viruses, “worms”, defects, “Trojan horses”, spyware, “time bombs”, “cancelbots”, corrupted files, hoaxes or any other items of a destructive or deceptive nature or that may harvest or collect any data or information about other users without their consent; (iii) impersonate another person (via email or otherwise); (iv) use Publisher Account to violate the legal rights (such as rights of privacy and publicity) of others; (v) engage in, promote or encourage illegal activity (including but not limited to money laundering); (vi) interfere with other users’ enjoyment of the Publisher Account; (vii) exploit the Publisher Account for any unauthorized commercial purpose; (viii) post or transmit unsolicited or unauthorized advertising or promotional materials that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other similar form of solicitation; (ix) modify, adapt, translate or reverse engineer any portion of the Publisher Account; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Publisher Account or any part of it; (xi) reformat any portion of Publisher Account; (xii) stalk, harass or engage in any sexual, suggestive, lewd, lascivious or otherwise inappropriate conduct with minors; (xiii) use any robot, “spider”, site search/retrieval application or another device to retrieve or index any portion of the Publisher Account or to collect information about your users («End-Users») for any unauthorized purpose; (xiv) create a Partner Account by automated means or under false or fraudulent pretenses; (xv) attempt to gain unauthorized access to any other Partner’s Account, password or Partner Content; or (xvi) access or use the Publisher Account for the purpose of creating a product or service that is competitive with Xsolla’s Publisher Account.

5.3 It is prohibited to (1) copy, modify or cause to be modified, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile, recompile or disassemble the Publisher Account, any Xsolla Products or any content offered within the Publisher Account and associated Xsolla Products or Third-Party Services (as set forth in  Section 9 of these Rules) and/or any part thereof («Licensed Content») for use and display in any way, (2) attempt in any other manner to derive source code or other trade secrets from Xsolla not explicitly provided to the Partner by Xsolla; or (3) publicly display, perform, transmit or distribute any of the foregoing without Xsolla’s prior written and specific consent and/or as expressly permitted under these Rules.

5.4 You agree and undertake not to a) submit, transmit or display any Partner Content, SiteBuilder Content or use Licensed Content in a context which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct or which otherwise violates the rights of Xsolla or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval; b) use any illegal action to collect login data and/or passwords for other websites, third parties, software or services; c) phish, collect, upload or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including the PCI DSS standard when applicable; d) act in a manner which might be perceived as damaging to Xsolla’s reputation and goodwill or which may bring Xsolla into disrepute or harm; e) use the Partner Content, SiteBuilder Content, Xsolla Products, Licensed Content and/or the Publisher Account in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters,” “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.

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

6. PRIVACY NOTICE

6.1 Xsolla shall process the Partner’s personal data for the purpose of complying with these Rules and the Licensing Agreement in accordance with the Applicable Law in the field of personal data protection.

6.2 Our Privacy Policy explains how Xsolla treats your personal data and protects your privacy and lists other general information handling practices. You also should read our Cookie Policy on how you can manage your online privacy when you use the Publisher Account.

6.3 In case the Partner processes of third parties’ personal data, the Partner is solely responsible for complying with the appropriate measures for protection of personal data in accordance with the Applicable Law in the field of personal data protection.

6.4 You may always reconfigure the services provided to you as part of the Publisher Account by deactivating the supporting emails referred to in Section 1.5 hereof. To deactivate them, please submit a request to support@xsolla.com.

7. COMPLIANCE WITH APPLICABLE LAW

7.1 You agree to comply with all Applicable Laws regarding Partner Content, SiteBuilder Content, Partner Websites, online activities, email and your use of the Publisher Account and any Xsolla Products. More specifically, but without limitation, you agree to comply with all Applicable Laws regarding the transmission of technical data exported to or from the United States or the country in which you reside.

7.2 For the purposes of data protection laws, including but not limited to European Directive 95/46/EC, the General Data Protection Regulation 2016/679 («GDPR»),  California Consumer Privacy Act («CCPA»), Brazilian General Data Protection Act (in Portuguese — Lei Geral de Proteção de Dados «LGPD») or any applicable national laws in your jurisdiction, and with respect to your End-Users’ personal data, you acknowledge and agree that you and Xsolla are independent data controllers (as that term is defined in the GDPR, CCPA, LGPD or other data privacy laws), unless otherwise provided for by the Licensing Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under the applicable law (including the GDPR, CCPA, LGPD, etc.).

8. SECURITY STANDARD DISCLAIMER

Xsolla complies with the Payment Card Industry Data Security Standard and also has the SOC 2 Type 1 certification (collectively «Security Standard»). However, Partners are solely responsible for the security of the data and billing information they collect on their Partner Websites and provide within their Partner Content. Xsolla will not monitor Partner Websites for compliance and therefore is not able to verify whether your internal processes and policies comply with the Security Standard.

9. THIRD-PARTY SERVICES

The Publisher Account is integrated with various third party services, including analytical, payment  and distribution services («Third-Party Services»). The Publisher Account merely provides access to such Third-Party Services. All issues related to using such Third-Party Services shall be regulated by the respective Third-Party Service’s documents and shall be solved between such Third-Party Service’s owners and the Partner independently. 

We do not control Third-Party Services, and we’re not liable for Third-Party Services, for any transaction you may enter into with them or for what they do. When using Third-Party Services, your security is your responsibility.

10. REPRESENTATIONS AND WARRANTIES

In no circumstances may Xsolla be considered as a “publisher” of any Partner Content. Xsolla does not in any way endorse any Partner Content and assumes no liability for any Partner Content uploaded, posted, published and/or made available by any Partner or any other party on and/or through the Publisher Account, for any use by any party or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any Partner Content. Furthermore, Xsolla shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing Partner Content you or any other party may encounter.

11. LIMITATION OF LIABILITY

The Publisher Account, Xsolla Products and Xsolla’s services are PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. To the fullest extent permitted by the 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 personal injury or property damage related to your use of the Publisher Account; c) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; d) events beyond the reasonable control of Xsolla, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, 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) loss of use, data, profits, goodwill, or other intangible losses resulting from the use or the inability to use the Publisher Account and any or all of Xsolla Products.

12. INDEMNIFICATION

The Partner shall indemnify, defend, and hold harmless Xsolla, its affiliates and its and their respective employees, officers, directors, and agents from and against all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities and expenses (including reasonable attorneys’ fees) that arise from a third party’s claim arising out of or on account of or resulting from: a) your violation of any term of these Rules; b) your violation of any third-party right, including any Intellectual Property Rights, access rights or privacy rights, resulting from your Partner Websites, Partner Content, SiteBuilder Content and/or your use of the Publisher Account; and/or c) any other type of claim that your Partner Websites or Partner Content, or SiteBuilder Content, caused damage to a third party.

13. MISCELLANEOUS

A. Governing Law. These Rules and its interpretation, and any disputes that may 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) These Terms of Use 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 Rules and your use of the Publisher Account and Xsolla Products insofar as they do not contradict the General Terms; 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 Rules shall be determined by 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, the applicable law and the provisions of these Rules. 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.

B. Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Rules must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action or claim is permanently barred.

C. Disputes. Most concerns can be resolved by use of our Xsolla support site at http://help.xsolla.com or with your personal manager. 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.

(i) 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 U.S. Postal Service 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.

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

(i) Upon termination of these Rules for any reason, Section 3 (Acceptable Use), Section 11 (Limitation of Liability), Section 12 (Indemnification), and this Section 13 (Miscellaneous) will survive.

(ii) Termination of these Rules 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 Rules shall terminate. Upon the termination of these Rules, you shall cease all use of the Publisher Account and any Xsolla Products. 

(iii) Upon the termination of these Rules for any reason, your Partner Content, SiteBuilder Content and other data will be deleted. You are solely responsible for maintaining backup copies of all content and other data. Xsolla is not responsible for the loss of any Partner Content and (or) SiteBuilder Content.

E. 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. 

F. Severability. Except as otherwise expressly set forth in these Rules, in the event that any provision of these Rules 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 Rules shall remain in full force and effect. These Rules constitute and contain the entire agreement between you and Xsolla with respect to the subject matter hereof and supersede any prior oral or written agreements. You agree that these Rules are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Rules.

G. 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.

H. Compliance. You agree to comply with all applicable import/export laws and regulations. The Partner represents, warrants and agrees that neither the Partner nor any of its subsidiaries, directors or officers are sanctioned by the US Treasury’s Office of Foreign Assets Control (“OFAC”), US Department of State, UN Security Council, The European Union or its members (collectively — «Sanctions»), including but not limited to the following circumstances:

(a) being on the OFAC’s List of Special Categories and Prohibited Persons («SDN List») or on the list of sanctions by the UN Security Council, the European Union or a member thereof;

(b) 50 percent or more of such entities are owned directly or indirectly by an individual or legal entity on the SDN List;

(c) 50 percent or more of such entities are collectively owned, directly or indirectly, by individuals or legal entities on the SDN List,

(d) having the status of an agency or government agency or society owned or operated by the government of a State under Territorial Sanctions (hereinafter the «Sanctioned Country»), or

(e) citizenship, being established by law or having a resident status in the Sanctioned Country.

If the Partner, its affiliates or its and their respective employees, officers, directors or agents are included in the Sanction list, the Partner undertakes to notify Xsolla about this in writing no later than within 1 (one) business day following for the day of occurrence of the circumstances specified in paragraphs (a)–(e) of this clause of the Rules.

I. Other Agreements

In case of any discrepancies between these Rules and the Licensing Agreement made between You and Xsolla regarding Xsolla Products and services, the Licensing Agreement shall prevail.

Xsolla may offer the Xsolla Business Engine for devices through third-party stores. Mobile applications are governed by these Rules, and the Mobile Application License Addendum is available via the link.