Last updated: July 15, 2019
1. Scope of this Agreement
1.1. This Agreement constitutes a binding legal agreement and governs the relationship between you (“User”, “you” and “your”) and Xsolla (USA), Inc. or any one of its affiliated entities (“Xsolla“, “we“, “our” and “us“) regarding your use of the Software (as defined in clause 5.1).
1.4. If you fail to comply with any of the terms set out in this Agreement, we reserve the right to terminate the Agreement, your Account (as defined in clause 4.1.1) and your license over the Software
2. User Minimum Requirements and Obligation
2.1. Upon entering of this Agreement, you represent that you are of the minimum legal age under local legal requirements in your state, province, or jurisdiction of residence. If you are under the legal age or you do not agree to this Agreement, you may not download, install or use the Software.
2.2. You agree that the information that you provide to us is true, accurate, current and complete.
2.3. You represent and warrant to us that your downloading, installing and use of the Software complies with all applicable laws and regulations.
2.4. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from your failure to comply with the foregoing requirements.
3. Amendments to this Agreement.
From time to time, at our sole discretion, we may amend, modify or replace this Agreement without prior notice. We will post a new version of this Agreement and the new version of this Agreement will take effect immediately upon the date of posting. The latest version of this Agreement will always be available on https://gshare-eula.xsollasitebuilder.com/,, so we recommend that you check for updates to this Agreement each time you use the Software. If you continue to use the Software after a new version of this Agreement takes effect, then you shall be considered to have accepted the amended Agreement. If you don’t agree to the amendments or to any of the terms in the Agreement, your only remedy is to stop using the Software and delete it from your computer (device).
4. Your Account
4.1. Creating an Account
4.1.1. To use the Software, you need to have user account in Game. Once you link your user account in Game with the Software, an Account will be automatically created. The Account credentials is a collection of data associated with a particular person that is required for his or her use of the Software, including authentication (authorization), access to settings, and statistics and other information (the “Account”).
4.2. No Account Sharing.
You must keep all information relating to your Account confidential. At no time should you disclose your Account ID or password to anyone. You are fully responsible for the conduct and actions using your Account and for all breaches of this Agreement committed using your Account. We shall have no liability to you for any loss or damage arising from disclosure of your Account data to anyone, any unauthorized use of your Account, or any unauthorized access, use, alteration, modification and/or disclosure of your personal information. Any sale, purchase, lease, rent, exchange, other commercial exploitation of Accounts is prohibited.
4.3. Security of Your Account.
We may employ certain physical, electronic and managerial procedures designed to help safeguard and prevent unauthorized access, use, alteration, modification and/or disclosure of your personal information. Although we use procedures reasonably designed to safeguard the security of your personal information, transmissions made on or through the Internet and personal information stored on our servers or the servers of third parties that we use are vulnerable to attack and cannot be guaranteed to be secure.
5. Grant of License
5.1. The application (software product) ‘GShare’, including any and all of its software, technology, source code, compilations, updates, upgrades, modifications, error corrections, patches, bug fixes, text, widgets, graphics, pictures, video, data, design, appearance and all other elements (the “Software”), developed and provided by Xsolla, is protected by all relevant intellectual property and proprietary rights and applicable laws.
5.2. As between you and Xsolla, Xsolla and its licensors own the Software and all of the intellectual property rights in it. Except as expressly authorized by Xsolla, you may not make use of the Software. Xsolla and its licensors reserve all rights in and to the Software not expressly granted in this Agreement. Any unauthorized use of the Software for any purpose is prohibited.
5.3. Subject to your compliance with the terms and conditions herein, Xsolla grants you a personal, non-exclusive, revocable, non-transferable, limited license (right) to access, download, install and use the Software for your personal, non-commercial purpose. Unless and to the extent that we have expressly authorized you in writing, you must not:
5.3.1. reproduce, distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, modify, copy, create derivative works from, rent, sub-license, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Software;
5.3.2. interfere with the proper operation of or any security measure used by the Software;
5.3.3. infringe any intellectual property or other right of any third party; or
5.3.4. use the Software in a manner that is beyond the scope of the limited license granted to you.
5.4. Xsolla makes the Software available to you subject to the following conditions:
5.4.1. we may change, replace, remove access to or update the Software at any time at our sole discretion; and
5.4.2. we may monitor use of the Software for a wide variety of different purposes, including preventing cheating and hacking and improving the Software.
6. Software Usage; Reward
6.1. Xsolla offers you the Software for downloading, installing and usage. The main purpose and function of the Software is to provide you with ability to share your computer’s resources with us for a Reward (as defined below). You agree and permit us to utilize the processing power of your computer (graphics card, processor, etc.), disk storage, your computer’s connection to the Internet, other computer’s resources, if applicable.
6.2. The Reward means some amount of in-Game currency added to the account balance associated with your user account in Game (the “Reward”). The Reward is non-refundable and non-transferable. The Reward is not real-world currency, has no monetary value and is not exchangeable for cash. The Reward has no value outside Game and can only be used to purchase related in-Game items within Game as determined and regulated by Game Terms. For avoidance of doubt, the Reward is not redeemable or refundable for any sum of money or monetary value from Xsolla or any third party at any time and cannot be exchanged for any goods or services from Xsolla or any third party.
6.3. You must accept and comply with Game Terms. The using of the Reward is subject to Game Terms. You agree that Game has the absolute right to manage, regulate, control, modify your usage of the Reward in its sole discretion, in any general or specific case. Xsolla disclaims any liability of any nature based on Game’s exercise of such right.
6.4. In order to receive the Reward you need to download, install and run the Software. Instructions for downloading, installing and running the Software and receiving the Reward, as well as description of functionality of the Software, can be found within the Software, and you agree to read and follow them.
6.5. The exact value of your Reward and the approximate period needed for receiving the Reward are determined by several circumstances, including but not limited to, the running time of the Software on your computer, the computing power of your processor, graphics card, etc., and will be displayed within the Software. Reward processing may take some time. Xsolla has no responsibility for any losses arising out of delays in Reward processing. Notwithstanding the foregoing, Xsolla reserves the right to modify the value of the Reward and/or to refuse any Reward at any time in its sole discretion without giving explanation.
7. Suspension and Termination of Use, Account or Software
7.1. If you violate any provision of this Agreement, then we may, at our sole discretion depending on the seriousness of the breach and without any notice to you, (i) suspend your Account for a period of time; and/or (ii) terminate your Account, in each case the level of seriousness of the breach shall be determined exclusively by Xsolla and you agree not to appeal against such Xsolla decisions.
7.2. If we suspend your Account, then during the period of that suspension you will not be able to access your Account or use any of the Software. If we close your Account, then you will never be able to access your Account and we may also prohibit you from accessing or using the Software in future.
7.3. We also reserve the right to modify or discontinue the Software at any time (including, without limitation, by limiting or discontinuing certain features of the Software) without notice to you. We will have no liability whatsoever on account of any change to the Software or any suspension or termination of your access to or use of the Software.
8. Interruptions to the Software
8.1. From time to time we may need to update, reset, temporarily interrupt or shut down some or all of the Software. Any of these actions may cause you to lose access to the Software temporarily.
8.2. We shall have no liability to you if the Software or any feature of it are interrupted or unavailable for any reason. We may suspend or terminate the availability of the Software, in whole or in part, to any individual user or all users, for any reason, at Xsolla’s sole discretion, and without any advance notice or liability.
9. Technical Requirements.
By using the Software you agree that you have the necessary hardware, software and capability (including a suitable connection to the Internet) required for the use of the Software. We accept no responsibility or liability for any failure of your system to meet the technical requirements of our Software.
10. Updates and Changes.
From time to time, we may need (i) to update or modify the Software (for example to add new features or to resolve software bugs); or (ii) to remove or suspend access to particular features, content or other parts of the Software. You confirm that you consent to us taking these actions without your prior approval and without any prior notice.
11. Indemnity. You agree that you are responsible for your use of the Software, and you agree to defend, indemnify, and hold harmless Xsolla and its affiliates, and their officers, directors, employees, consultants, and agents (collectively, the “Xsolla Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Software; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) any misrepresentation by you and Game or any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. You will not in any event settle any claim without our prior written consent.
12. Disclaimers; No Warranties
12.1. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SOFTWARE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE XSOLLA ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. THE XSOLLA ENTITIES DO NOT WARRANT THAT THE SOFTWARE OR ANY PART THEREOF WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12.2. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, AND DOWNLOAD THE SOFTWARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SOFTWARE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, INSTALLATION OR USE OF THE SOFTWARE.
13. Limitation of Liability
13.1. IN NO EVENT WILL THE XSOLLA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR COST OF PROCURING SUBSTITUTE GOODS OR SOFTWARE) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT THE XSOLLA ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
13.2. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE XSOLLA ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF, RELATING TO THE USE OF, OR ANY INABILITY TO USE THE SOFTWARE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO 150 USD.
13.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13.4. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Governing Law and Jurisdiction.
This Agreement and its interpretation, and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by laws of the State of California, USA, without regard to the conflict of laws principles thereof. The U. N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Xsolla agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California, USA for the purpose of litigating all such disputes.
15. Dispute Resolution and Arbitration
You and Xsolla agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. The agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND XSOLLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding subsection 15.1, you and Xsolla agree that nothing herein will be deemed to waive, preclude, or otherwise limit the right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
Any arbitration between you and Xsolla will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Any arbitration hearings will take place at a location to be agreed upon in Los Angeles County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Xsolla’s address for Notice is: Xsolla (USA), Inc., 15260 Ventura blvd, Suite 2230, Sherman Oaks, CA 91403, USA. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Xsolla may commence an arbitration proceeding.
15.5. No Class Actions.
YOU AND XSOLLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. Copyright and Trademark Notices.
“Xsolla”, “GShare” and their respective logos are trademarks or registered trademarks of Xsolla. You may not use or display such trademarks in any manner, except as expressly set out in this Agreement. All third party trademarks, service marks, logos and copyrights that appear in the Software are the property of their respective owners and all rights in them are reserved.
17. Term and Termination
17.1. This Agreement shall come into effect upon its acceptance by you and remain in force until you or Xsolla terminate(s) your Account. Termination of your Account shall constitute termination of this Agreement.
17.2. You may terminate your Account at any time by contacting customer service at firstname.lastname@example.org.
17.3. Xsolla may terminate your Account for the reasons and according to the process set out in this Agreement, including in section 7 “Suspension and Termination of Use, Account or Software”, or for any other legitimate reason and in accordance with any other legitimate process.
17.4. The provisions of this Agreement, which by their nature should survive termination of your use of the Software, Account and this Agreement, will survive.
18. General Provisions
18.1. Consent or Approval.
No consent or approval of Xsolla may be deemed to have been granted by Xsolla without being in writing and signed by an officer of Xsolla.
18.2. Severability; Interpretation; Assignment.
If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full terms. Xsolla may assign its rights and obligations under this Agreement in whole or in part, to any third party at any time without any notice. This Agreement may not be assigned by you, and you may not delegate your duties under it, without the prior written consent of an officer of Xsolla.
18.3. Complete Agreement; No Waiver.
This Agreement reflects complete agreement between you and Xsolla regarding the Software and supersedes any prior agreements, representations, warranties, assurances or discussion related to the Software. Except as expressly set forth in this Agreement, no failure or delay by Xsolla in exercising any of rights, powers, or remedies will operate as a waiver of that or any other right, power, or remedy.
18.4. Investigations; Cooperation with Law Enforcement.
Xsolla reserves the right to investigate and prosecute any suspected breaches of this Agreement. Xsolla may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
19. Contact Us.
If you have any questions, complaints, or comments regarding this Agreement, please contact us at email@example.com. You acknowledge that the provision of support is at Xsolla’s sole discretion and that we have no obligation to provide you with customer support of any kind. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.