This Referral Agreement (“Agreement”) is entered into as of the date you (“Creator”) click to accept this Agreement (“Effective Date”) and is by and between the Creator and Xsolla (USA), Inc. (“Xsolla”). The Creator and Xsolla may be individually referred to herein as a “Party” or collectively as the “Parties.” Any schedules and attachments attached to this Agreement, if any, are an integral part of this Agreement and are incorporated herein by this reference.
WHEREAS,
NOW, THEREFORE, in consideration of the promises and mutual obligations of the Parties set forth herein, and for other good and valuable consideration, the Parties hereby agree as follows:
1.1 “Content” means all content which Creator uses, submits to the Platform, or Publishes on any third-party platform, including but not limited to any text, graphics or images, video, URLs, or any other material, in order to refer an End-User to Xsolla.
1.2 “End-User” means a natural person referred by Creator, who enters into an End-User Licensing Agreement with Xsolla as a result of Creator efforts.
1.3 “End-User Sale” means Xsolla’s sublicense of the Product to an End-User.
1.4. “Campaign” means a promotional marketing initiative agreed to by the Parties and Xsolla’s partner separately, specifying the details associated with the Creator’s services.
1.5 “Product” means video game title(s) specified in the Campaign.
1.6. “Revenue Share” means a percentage of End-User Sales offered for Creator’s End-User Sale.
1.7. “Incentive” means a payment offered to Creator for completing a Campaign.
1.8. “Xsolla Partner Network”, “XPN”, or “Platform” means Xsolla Partner Network platform located on x.la/xpn.
1.9. “Campaign Expiry Date” means the last date when theCreator may join a Campaign.
1.10. “Revenue Sharing End Date” means the date after which Creator will no longer receive revenue share from Creator’s End-User Sales.
Xsolla Partner Network is a tool that provides the opportunity for Creators to participate in Xsolla Partner Network Campaign and earn revenue by generating End-User sales and\or Incentives by completing a Campaign.
To join Xsolla Partner Network Creator shall:
a) connect a social media account of his choice,
b) regardless of the number of subscribers, by following the invitation link received from a game developer, and
c) accept this Agreement, as well as Xsolla Partner Network Terms of Use and Privacy Policy.
4.1. Once Creator joins the Xsolla Partner Network, Creator can view the list of available Campaigns and apply to join those for which they qualify.
4.2. Creator may receive direct invitations from Xsolla’s partners who are able to find Creator via search tools.
4.3. Each Campaign contains the requirements to join, information about the Product, Revenue Share, Incentive, available bonuses, promo materials, the Campaign Expiry Date and Revenue Sharing End Date, which are set independently for each Campaign.
4.4. Creators may join a Campaign until the Campaign Expiry Date.
4.5. Some Campaigns may have special terms and conditions, which the Creator shall accept before joining a Campaign.
4.6. To join a Campaign Creator has to choose a Campaign from the list of available Campaigns, accept additional terms and conditions, if any, and click “Join”, after which their personal unique referral link or promo code will be generated.
4.7. A Campaign may be changed or terminated, of which Xsolla will notify Creator by email. In no event Xsolla shall be responsible for any losses or damages that Creator may have in connection with such change or termination.
5.1. To refer an End-User to Xsolla, Creator must place the unique tracking link or promo code, provided to them, via social media, blog post or any other way of their choice, or as specified in the Campaign description (if applicable). After End-User follows Creator’s referral link or uses their promo code and makes a purchase from Xsolla, such End-User Sale will be deemed to be referred by Creator.
5.2. Creator shall be eligible to receive Revenue Share provided that:
- End-User Sale is made from Xsolla via Creator’s promo code or directly after following Creator’s referral link;
- Promo code or referral link is used correctly;
- Creator’s End-User Sale is made before Revenue Sharing End Date;
- Creator’s Content corresponds to the Campaign requirements, Campaign terms and conditions, if any, and this Agreement.
5.3. In the event that an End-User Sale attributed to the Creator is refunded, the corresponding Revenue Share previously credited to the Creator will be deducted. If such deductions result in a negative balance in the Creator’s account, the following provisions will apply:
5.3.1. Should the Creator’s balance become negative, the Creator shall settle the negative balance with Xsolla within thirty (30) calendar days.
5.3.2. In cases where the negative balance is not settled within thirty (30) calendar days. Xsolla reserves the right to take appropriate legal action to recover the owed amount.
6.1. Referrals. Subject to the terms and conditions of this Agreement, Creator may refer prospective End-Users to Xsolla in accordance with this Agreement and appropriate Campaigns.
6.2. Trademark License. The Parties hereby grant to each other, and represent and warrant that they have rights to grant to each other, a non-exclusive, worldwide, royalty-free license to use each other’s trademarks, trade names, service marks and logos (collectively, “Marks”) solely in connection with the promotion of End-User Sales.
6.3. Content License. The Creator grants to Xsolla a non-exclusive, worldwide, royalty-free license to use the Content for Xsolla’s business with the right to sublicense.
6.4. Creator agrees to follow Content Guidelines mentioned in the Annex 1 to this Agreement.
6.5. Clear and Prominent Disclosure Relating to the Campaign. Creators are required to follow the Federal Trade Commission’s Endorsement Guides found here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. Creator agrees and shall clearly and conspicuously disclose any material connection between Creator and subject matter of the Campaign. Material connections include, but are not necessarily limited to, the Xsolla or another individual providing you with something of value, such as free use of products or services. In general, disclosures should be: (a) in clear and unambiguous language; (b) as close as possible to the native ads to which they relate; (c) in the same medium as the ad, for instance, in the video or in the Twitter post; (d) in a font and color that’s easy to read; (e) in a shade that stands out against the background; (f) for video ads, on the screen long enough to be noticed, read, and understood; and (g) for audio disclosures, read at a cadence that is easy for customers to follow and in words customers will understand. Creator shall abide by the requirement imposed on Creator by the FTC and/or other similar authorities in other jurisdictions and to ensure that a clear and conspicuous disclosure is made each and every time Creator creates Content pursuant to a Campaign.
6.6. Termination of Campaign by Xsolla. If Xsolla learns of Content that Creator creates pursuant to a Campaign that does not, in Xsolla’s sole discretion, abide by the FTC endorsement disclosure guides and/or disclosure guides of other similar authorities in other jurisdictions, Xsolla may require Creator to add appropriate disclosures, and Xsolla may suspend Campaign until such disclosures are added. Repeated failure to include appropriate disclosures related to the Campaign, or Creator’s failure to add disclosures upon request by Xsolla, may result in termination of this Agreement and the Campaign without compensation.
7.1. Reporting. Xsolla provides Creator with access to reports and statistical data via the Creator’s account detailing the calculation of the Revenue Share and Incentive amount due to Creator, adjustments, where applicable and Creator’s balance. Creator agrees that Xsolla’s calculations of Revenue Share are final. Disputes over calculations are not permissible.
7.2. Xsolla shall pay Creator a Revenue Share derived from Creator’s End-User Sales, provided that all the requirements of this Agreement and terms and conditions of the Campaign have been met, and Incentives, provided that Creator completed Campaign for which Incentive was offered in full accordance with the Campaign, submitted the results in the relevant form and got an approval from Xsolla.
7.3. To be eligible to request payout of the available balance, Creator shall complete a tax interview and choose a payment method offered by Xsolla via the Creator’s account. Creator’s first name, last name and email provided by Creator during the tax interview and completing payout method information shall match.
7.4. Minimum payment amount. Payouts are available only when the Creator’s balance reaches 100 USD or its equivalent. Payouts can only be made to Creators who are at least 18 years old or to those who have reached the age of majority in their jurisdiction of residence.
7.5. Xsolla shall pay out the Revenue Share and Incentives using the details provided by the Creator by the payment method on the Creator choice. Creators shall choose payout dates. Payout is available on a business day starting from the 7th day from Creator’s payout request. Xsolla makes a payout on the chosen date. If the chosen date falls on a non-business day, Xsolla makes payout on the succeeding business day.
7.6. Creator IS AWARE AND AGREES THAT XSOLLA IS NOT RESPONSIBLE FOR ANY DELAYS, PROBLEMS, OR ISSUES RELATING TO THE PAYOUT OF THE REVENUE SHARE AND INCENTIVES AFTER XSOLLA PAYS OUT THE REVENUE SHARE AND INCENTIVES TO Creator.
7.7. Costs. Except as may be agreed in writing by Creator and Xsolla, each Party will pay all costs and expenses incurred in the performance of its obligations and the exercise of its rights under this Agreement.
7.8. Payments under the present Agreement shall be made in USD. In case of currency conversion, all the fees and costs related to currency exchange shall be borne by the Creator.
7.9. In cases when this Agreement is accepted by the Agent, all payments and reports under shall be made to the Agent, acting on behalf of the Creator. The Agent shall be responsible for further disbursement in accordance with their agreement with the Creator. All communication regarding payments and reporting shall be directed to the Agent.
Xsolla will provide support to Creator regarding the use of account, Campaigns, payouts and any other issues encountered by Creator during the use of the Platform via [email protected].
9.1. Representations and Warranties of the Parties. The Parties each represent and warrant as of the Effective Date and for as long as this Agreement is in effect that: (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, is duly qualified and in good standing as a foreign corporation in every state in which the character of its business requires such qualifications, and has the power to own its property and to carry on its business as now being conducted; and (b) The execution and delivery of this Agreement and compliance with all provisions of this Agreement are within the corporate power and authority of Party. The Agreement has been duly executed and constitutes a valid and binding agreement, enforceable in accordance with its terms.
9.2. Representations and Warranties of Creator. Creator represents and warrants that: (i) the services and Content they provide: (A) do not infringe upon any copyright, trademark, trade secret, or any other intellectual property or proprietary right of any person, and (B) will not be inaccurate, false or misleading; (ii) it has all necessary rights, permits and licenses in all regions to offer and provide such services and Content; (iii) the Content will fully comply with the applicable law and the FTC’s Guide Concerning the Use of Endorsements and Testimonials in Marketing, (16 C.F.R. Part 255) as amended.
9.3. Sanctions. Neither Party, nor any of their officers, directors, shareholders, agents, employees, resellers (if any) or their designated payee is:
(i) listed in any list of designated persons or targets of sanctions maintained by the United States (including, without limitation, the list of “Specially Designated Nationals” as maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)), the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets as maintained by His Majesty’s Treasury), the European Union and any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions).
(ii) organized in, operating from or resident in a country or territory that is the target of comprehensive sanctions (“Sanctioned Territories”);
(iii) owned by 50 per cent or more by any of the foregoing;
(iv) directly or indirectly owned by any of the foregoing that affords such restricted person (whether through any contract, arrangement, understanding, relationship, or otherwise) possession of the equity interest in the Party and/or benefits of the possession of such equity interest in the Party (including, without limitation, receipt of profits or other income), including directly or indirectly own in the aggregate;
(a) 25% or more of the voting rights at general meetings of the Party, or
(b) 25% or more of the controlling ownership interest of the Party.
Parties shall represent and warrant that, (a) by performing their obligations under this Agreement, they are in compliance with all applicable sanctions, anti-money laundering, anti-terrorist financing and export control laws and regulations, include without limitation, U.S Export Administration Regulations, OFAC regulations, and EU “Dual-Use” Regulation, (b) it will not engage in, or engage other Party in, any transaction (including payment or receipt of payment) with a restricted person or a Sanctioned Territories.
9.4. DISCLAIMER. EXCEPT AS STATED IN SECTION 10.1., XSOLLA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.1. Xsolla may terminate this Agreement immediately and at any time by contacting the Creator or its Agent by e-mail.
10.2. Creator may terminate this Agreement by providing a 30 (thirty) calendar days prior written notice to Xsolla. Termination letter to Xsolla shall be sent to [email protected].
10.3. In the event that the relationship between the Agent and the Creator is to be terminated, the Agent must notify Xsolla about such termination at least 30 (thirty) calendar days before the relationship ends.
10.4. Upon termination of this Agreement, the Creator shall cease to promote any Product, participating in the Campaign, and associating themselves with Xsolla in any capacity. Furthermore, Xsolla will not provide Revenue Share or any other compensations for any End-User Sales made after the termination of this Agreement.
10.5. In the event of termination of this Agreement each Party shall return all Confidential Information (as defined below) of the other Party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof within ten (10) days, or certify such Confidential Information’s destruction to the satisfaction of the other Party.
10.6. All the rights and obligations of the Parties contained in Sections 9, 10, and 11 through 12, will survive any termination or expiration of this Agreement.
Each Party acknowledges that it will have access to certain information and materials concerning the other Party’s business and products, including the terms and conditions of this Agreement, that are confidential (the “Confidential Information”). Each Party agrees that it will not use the Confidential Information of the other Party except in the performance of this Agreement, or disclose such Confidential Information to third parties except as required by applicable law and provided the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure. The receiving Party will also take every reasonable precaution to protect the Confidential Information of the disclosing Party. For purposes of the foregoing obligations, Confidential Information does not include information which (i) was rightfully known to the receiving Party prior to its receipt, (ii) is or becomes publicly available without breach of this Agreement or wrongful act of the recipient, (iii) is received by the recipient without an obligation of confidentiality and without breach of this Agreement, or (iv) is developed independently by the recipient without using Confidential Information.
12.1. Indemnification. Each Party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other Party, its officers, directors, employees, and agents (each an “Indemnified Party”), from and against any claim, suit, damages, costs, fines, penalties, liabilities, and expenses (including reasonable attorneys’ fees), including those, that arise from a third party’s claim (“Claim”) that is based on or arises out of the Indemnifying Party’s breach of the representations and warranties set forth in this Agreement. Under no circumstances shall either Party be liable to the other Party for indirect, consequential, incidental special or exemplary damages (even if that Party has been advised of the possibility of such damage).
13.2. Indemnification Procedures. The Indemnified Party shall provide prompt written notice of the Claim, allow the Indemnifying Party to have control of the litigation, and cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such Claim. Further, an Indemnifying Party shall not take any action to settle or defend any such Claim that would in any manner impose obligations (monetary or otherwise) on an Indemnified Party without the Indemnified Party’s written consent, not to be unreasonably withheld. In connection with any such Claim, the Indemnified Party may, at its own expense, have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense. The obligation of either Party to indemnify the other shall be reduced to the extent that any loss claimed by the Indemnified Party was caused by, or could have been prevented or reduced by, any act or omission of that Party.
13.1. Relationship of the Parties. The Parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
13.2. Governing Law and Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except for its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts in the State of California. CREATOR AND XSOLLA IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
13.3. Assignment; No Waiver. This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. Neither Party may assign this Agreement or any rights under it, in whole or in part, without the other Party’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
13.4. Force Majeure. Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure.
13.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral, written or online agreements. Xsolla reserves the right to change this Referral Agreement at any time by posting the amended agreement on the Platform. Our right to amend the Agreement includes the right to modify, add to, or remove terms in the Agreement. We will provide you a timely notice by posting the amended terms. Additionally, we will give a pop-up notification on the Platform. Continued access to or use of the Platform by Creator after any changes to this Referral Agreement indicates acceptance of such changes. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
13.6. Severability. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
13.7. Notices. Any legal notices to Xsolla shall be given in writing to the following address:
E-mail: [email protected] or
Registered address:15260 Ventura Blvd, Ste. 2230, Sherman Oaks, CA 91403
and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date, if delivered personally to the Party to whom the same is directed or by email specified above; (ii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt.
As an esteemed member of the XPN, you play a crucial role in promoting our partners’ brands and services. To maintain the integrity of our partnership and ensure mutual success, we have established the following content guidelines (“Content Guidelines”). These guidelines are designed to help you create engaging, respectful, and brand-aligned Content. Please adhere to the following restrictions when creating Content for Xsolla and our partners.
1. The Creator shall not post, upload, publish, submit or transmit any Content that:
2. The Creator shall:
Xsolla reserves the right to review and approve Creator’s Content at our discretion.