TERMS OF USE

Welcome to Xsolla Mall!

These Terms of Use are a binding legal document between Xsolla (USA), Inc. (“Xsolla Mall,” “we,” “us”, “our”) and you (“User”, “Customer”, “you” or “your”), governing the use of our website located at https://x.la (“Site”) and the services which may be provided on the Site (collectively, the “Services”).

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

1.

INTRODUCTION

1
2.

CHANGES TO TERMS OF USE

2
3.

PRIVACY NOTICE

2
4.

SERVICES

2
5.

LICENSE

3
6.

INTELLECTUAL PROPERTY RIGHTS

4
7.

THIRD-PARTY SERVICES

4
8.

REPRENSENTATION AND WARRANTIES

4
9.

INDEMNIFICATION

5
10.

LIMITATION OF LIABILITY

5
11.

RISK ASSUMPTION

5
12.

MISCELLANEOUS

6

1. INTRODUCTION

1.1 Here are some definitions you can find in these Terms of Use:

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.

User or Customer — a natural person who accesses and/or uses the Services.

Legal Agreements are the documents that relate to your use of Xsolla Mall Services. They consist of the following documents:

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!

1.3. Please note that our Site functions as a marketplace placing the offerings and services of other business entities. Such offerings and services are placed on the Site's main page or as subpages of our Site as landing pages. We are not responsible for the third-party services placed on the Site, and we invite you to read their respective Terms of Use to figure out the features and implications of using such services.

2. CHANGES TO TERMS OF USE

Xsolla Mall 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 versions on the Site. 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 Mall policy or rule relating to your use of the Site, 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 Mall may make changes to the Services at any time or discontinue your access to the Services at any time without warning or refund of any kind. You understand and hereby agree that Xsolla Mall may discontinue or restrict your use of the Services for any reason and without notice or compensation.

3. PRIVACY NOTICE

3.1 Your privacy is important to Xsolla Mall. Our Privacy Policy explains how Xsolla Mall treats your personal data and protects your privacy, and lists other general information handling practices. Please remember that you should give us true, accurate, current, and complete information about yourself in every input field that you decide to fill in. By using the Site or by providing information to Xsolla Mall by any other means, you consent to all actions taken by us concerning your information in compliance with the Privacy Policy. Our Privacy Policy also explains how we use cookies and how you can manage your online privacy when you use the Site.

3.2 By accessing the Site and (or) starting to use the Marketplace Services, you acknowledge and agree that Xsolla Mall may keep records of your activities or content in accordance with the applicable data privacy legislation. Xsolla Mall 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 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 Mall, its users, or the public.

4. SERVICES

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

4.1 The Site. You can perform a number of operations using the Site, such (a) accessing the offerings placed on the Site; (b) sharing the Site page through your accounts in social networks; (c) asking questions to our specialists; (d) booking a meeting; (e) subscribing to news or performing certain other actions. Any of these actions imply transferring your personal data to Xsolla Mall, so before you begin entering your data, read our Privacy Policy carefully.

4.2. The Marketplace Services. As Section 1.3 of the Terms states, Xsolla Mall operates the Site as a marketplace available to our partners to promote and provide their respective services. Our Services in this regard are limited only to providing you with access to the site's subpages operated by our partners to receive their services. In general, we do not act as an agent, reseller, or co-contractor regarding the services offered by our partners. In certain cases, Xsolla (USA), Inc. will be the merchant of the respective offerings made available on the Site. Please refer to the terms and conditions of these offerings to learn who provides you with the services and who acts as a merchant in each particular case.

5. LICENSE

5.1 Xsolla Mall grants, and you accept, a limited, non-transferable, non-sublicensable, revocable, terminable, non-exclusive license, including the right to use the Site and Marketplace Services for your personal, non-commercial use, provided you comply with all the terms and conditions of these Terms. This license does not give you ownership rights in the Site or any of our partners’ products. Any rights you acquire in the aforementioned will forever be owned by and inure to the benefit of Xsolla Mall and (or) its licensors.

5.2 License Restrictions. You shall not directly or indirectly: (i) create any service, software or documentation that performs substantially the same functionality as the Xsolla Mall Services or the services and products of our partners available to you when you use the Marketplace Services, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Services, or any service or product of our partners available on the Site, (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 Xsolla Mall Services and (or) the services of our partners, 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 Mall Services for any purpose that is prohibited by these Terms or any other Applicable Law, rule, or regulation.

5.3 Except when explicitly stated in the terms and conditions of the offerings available on the Site, we are not the licensor with regards to any intellectual property of our partners that you encounter while using the Marketplace Services. Your use of our partners’ intellectual property is subject to the contractual terms or policies made available by our partners.

5.4 License to Xsolla Mall. Unless otherwise agreed to in a written agreement between you and Xsolla Mall signed by an authorized representative of Xsolla Mall, 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 Mall, 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-licensable, 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.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 We own and will continue to own our Site and the Services, including all related intellectual property rights.

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

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

6.4 Copyright Infringement. We respond to notices of alleged copyright infringement and restrict access by 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 Mall with all possible information confirming the fact of the copyright infringement. You can mail us at [email protected] with the subject of the letter “Copyright Infringement” or write us at 15260 Ventura Boulevard, Suite 2230 Sherman Oaks, CA 91403.

7. THIRD-PARTY SERVICES

These Terms apply to our Services and extend to all of our Users. Implied by the nature of our Site, it may contain links to third-party websites and services not owned or controlled by Xsolla Mall, which we cannot control. We will not be held responsible for any third-party websites or services' content, privacy policies or practices of any third-party websites or services. By using the Site, you specifically release Xsolla Mall from any and all liability arising from using any third-party website or third-party services or interaction with any third party.

8. REPRESENTATIONS AND WARRANTIES

By using the Services, you represent and warrant that you have validly entered into the contract and have the legal power to do so. You further represent and warrant that you are responsible for your conduct and compliance with these Terms and all other Xsolla Mall 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.

9. INDEMNIFICATION

By accessing, registering for, using, or downloading our Services, you agree to indemnify, defend and hold harmless Xsolla Mall, 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 behalf) 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, Services or any third-party service available to you when you use the Marketplace Services.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law in each applicable jurisdiction, Xsolla Mall, 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 Mall, 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 d) 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.

Please acknowledge that Xsolla Mall is not liable for any services you may receive from our partners who place or promote their services on the Site. Xsolla Mall does not offer these services on behalf of our partners and is not a provider of such services. Xsolla Mall only provides Marketplace Services, gathering the offerings and services of our partners on the site's subpages and linking them to the site's main page for your convenience. Unless expressly stated otherwise in the separate documents on such subpages, you enter into agreements with our partners and receive their services directly without our participation. Where Xsolla Mall is your service provider, the terms and conditions on a specific webpage will so expressly specify.

11. RISK ASSUMPTION

When you receive our Marketplace Services, you may encounter the services of our partners in the Web 3.0 sphere, which may involve crypto assets that involve the following risks that you assume when you use such services:

● Crypto assets, including non-fungible tokens (NFTs) and cryptocurrencies are relatively new technologies subject to high risks, including regulatory risks, inflation risks, volatility risks, technological risks, the risk of cyberattacks, hardware obsoleteness, and hardware amortization, etc.;

● Any digital assets you hold can lose part or all of their value as a result of market fluctuations and for other reasons at any time;

● Crypto assets remain or insufficiently regulated in most jurisdictions. Thus, they may be insufficiently protected by any legal authority;

● Transactions on blockchain are irreversible by nature. If you make a cryptocurrency or an NFT transfer by mistake or to the wrong address, you will not be able to cancel the transfer or recover your funds;

● Legal authorities in your country of residence can take regulatory action restricting the use of crypto assets or banning them outright at any moment. In this case, you may lose the ability to use some of our partners’ services;

● Legal authorities in the jurisdiction where Xsolla Mall or our partners are registered can take regulatory action against crypto assets and blockchain transactions, making it impossible for Xsolla Mall or our partners to operate. In this case, you may lose the ability to use our Services or our partners’ services;

● The information published on the Site does not constitute an offer of investment, securities, commodities, or any other financial instruments. We do not aggregate such offers or operate as an exchange of any kind;

● The information published on our Site must not be considered financial or investment advice. In case of any doubts concerning the Services or our partners’ services, seek assistance from a professional financial, investment, or tax advisor. Xsolla Mall will not be liable for any loss of profits, damage, costs, damage and loss of information, or lost gains that can arise from your use of our Services or the services of our partners;

● We reserve the right to make modifications to our Site at any time and at our sole discretion. We may remove or add any third-party services from or on our Site.

12. MISCELLANEOUS

A. Governing Law. These Terms and their interpretation, as well as any disputes that arise hereunder, shall be governed in all respects by the laws of the State of California, USA, without giving effect to any principles that may provide for the application of the law of another jurisdiction. Your national law may explicitly give you rights and obligations to resolve disputes in a manner different from the one indicated below. In this case, your national law applies. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed.

B. Disputes. Most User concerns can be resolved by use of our Xsolla Mall support email address suppor[email protected]. If we are unable to resolve Your concerns and a dispute remains between you and Xsolla Mall, this section explains how we agree to resolve it.

A party that intends to seek arbitration must first send written notice to the other party of its intent to arbitrate (“Notice”).
The Notice to Xsolla Mall should be sent by any of the following means:
(i) via electronic mail to [email protected]; 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:
(i) describe the nature and basis of the claim or dispute; and
(ii) 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 Mall may commence an arbitration proceeding.

In respect of any and all claims regarding the Site and (or) Services, 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) Services; 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 Mall agree to submit to the personal jurisdiction of that court 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 MALL 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, and the parties acknowledge that any such claim and dispute shall be resolved exclusively by and in the courts in Los Angeles, California and in accordance with laws applicable in the State of California.

You have the right to opt out of binding arbitration and the class action waiver within 30 (thirty) days of the date that you accept the Terms by notifying Xsolla Mall at [email protected]. If you do not opt out in time, you agree to pursue any claim in arbitration only in an individual capacity.

To avoid doubt, any proceeding, whether in arbitration or court, shall be conducted only on an individual basis and not in a class, consolidated, or representative action. However, upon motion of interested parties, the arbitrator may coordinate more than one arbitration proceeding under this agreement to promote efficiency in discovery. All parties will retain the right to request an individualized hearing.

If a court or arbitrator determines the class action waiver is unenforceable, this arbitration agreement will not apply to you. If you opt out of the arbitration agreement within the specified time, the class action waiver will not apply to you. Neither you nor any other user can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt-out procedure set forth above.

If a dispute proceeds in court rather than through arbitration, you and Xsolla Mall waive any right to a jury trial.

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

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

(i) Upon termination of these Terms for any reason, Section 6 (Intellectual Property Rights), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (Risk Assumption), and this Section 12 (Miscellaneous) will survive.

(ii) Termination of these Terms shall be without prejudice to any rights or liabilities accrued at the termination date. 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) our Services.

E. Notices. Xsolla Mall may give notice to you by means of a general notice to you through your 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 Mall has your physical address.

F. Severability. Except as otherwise expressly set forth in these Terms, in the event that any provision of these Terms is held to be unenforceable by a court or other tribunal of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining portions of these Terms shall remain in full force and effect. These Terms constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersede any prior oral or written agreements. You agree that these Terms are not intended to confer and do not confer any rights or remedies upon any person other than the parties to these Terms.

G. Enforcement. Xsolla Mall’s obligations are subject to existing laws and legal processes, and Xsolla Mall 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. You agree not to export any part of the Services or allow the use of the Site on your behalf by individuals of any terrorist-supporting countries to which the authorities restrict encryption exports at the time of exportation. You represent and warrant that you are not located in, under the control of, or a national or resident of any such restricted country.