OFFERWALL TERMS AND CONDITIONS

1. DEFINITIONS; LICENSE

1.1 Definitions. For the purposes of these Terms:

• Agreement: A licensing agreement signed between the Publisher and Xsolla for the sale of digital content, which for purposes of these Terms also includes the Supplemental Agreement and the Exhibit thereto.
• Affiliate(s): Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the ownership, directly or indirectly, of more than fifty percent (50%) of the voting interests of such entity, or the right to direct the management or policies of such entity, whether by contract or otherwise.
• Advertiser(s): Third-party advertisers offering Users the opportunity to complete Quests in exchange for virtual rewards.
• Applicable Laws: All relevant foreign, federal, state, and local laws, rules, and directives issued by governmental authorities at the local, municipal, state, federal, or international levels, as well as regulatory or administrative agencies, courts, or tribunals. These laws and regulations define the rights, duties, and obligations of the Parties under these Terms and any relevant agreements.
• Offerwall: Xsolla’s proprietary advertising monetization solution enabling Users to earn virtual rewards by completing Quests.
• Offerwall-Related Materials: Includes but is not limited to software code, integrations, APIs, documentation, advertisements, Quest-related configurations, and any promotional or marketing materials provided by Xsolla in connection with the Offerwall.
• Publisher: The counterparty to these Terms.
• Publisher Account: A software tool developed by Xsolla to allow the Publisher to manage Offerwall integration and utilization, among its other functions.
• Publisher Content: Any materials or information provided by the Publisher for purposes of integration, implementation or ongoing utilization of the Offerwall.
• Quest(s): A reward offer made to a User. Quests include specific tasks or actions that Users must complete as determined by Advertiser and pre-approved by the Publisher. The completion of a Quest results in the redemption of virtual rewards provided by the Publisher.
• Users: End-users who are enabled through the Offerwall to complete Quests in exchange for virtual rewards provided by the Publisher.

1.2 License. Xsolla provides the Publisher a revocable, non-exclusive, non-transferable, non-sublicensable limited license to integrate, implement and utilize the Offerwall in accordance with these Terms. Any technical documentation that Xsolla provides to the Publisher, such as those relating to an Application Program Interface (“API”) or a Software Development Kit (“SDK”) in order to use/integrate the Offerwall, shall likewise be included in this license. The Publisher’s usage of the Offerwall does not confer any ownership or proprietary rights to the Publisher, except as expressly set forth in these Terms.

2. ACCEPTABLE USE

2.1 The Publisher must use the Offerwall in compliance with all Applicable Laws and Xsolla’s requirements as detailed under these Terms.

2.2 The Publisher Content provided to Xsolla must adhere to all Applicable Laws and industry standards.

3. QUESTS

3.1 Through Offerwall, the Publisher may offer Users the opportunity to engage with Quests, including viewing ads, installing apps, completing surveys, or otherwise interacting with third-party offers in exchange for in-app virtual rewards (such as virtual currencies, game keys, gift cards and other digital goods Users can use in games (“Reward(s)”)).

3.2 Quests must comply with the following:

• The Publisher must clearly disclose the Reward and the action required to receive it (e.g., “View this Ad to receive 10 gems”).
• Quests may only be granted after the User affirmatively opts in and completes the required task.
• All Rewards must be redeemable from within the application where the Quest was made.
• The Publisher must promptly grant Rewards upon receiving confirmation of task completion from the Offerwall system.
• The Publisher may not fail to deliver or otherwise make unavailable the promised Reward after a User completes the Quest.
• Any technical issues preventing the delivery of Quests or Rewards must be reported immediately to Xsolla at offerwall_publishers@xsolla.com.
• The Publisher must ensure Quests are fulfilled even if the Offerwall is no longer available in the application.
• The Publisher is responsible for ensuring that Users understand the requirements for completing Quests and receiving corresponding Rewards.
• The Publisher is responsible for ensuring that its activities comply with Applicable Laws.

3.3 The Publisher, and not Xsolla, is solely responsible for all Quests and must fulfill its terms and conditions with each User.

4. REVENUE AND PAYMENTS

4.1 All calculations and payments related to the Offerwall solution shall be made in accordance with the terms and rates agreed upon in the Supplemental Agreement and Exhibit thereto. In the event that the Supplemental Agreement and Exhibit do not specify the costs associated with the Offerwall, the Publisher agrees to pay the additional costs as provided in its personal account within the Xsolla system. Such costs shall be calculated based on the applicable pricing and payment terms displayed in the Publisher’s personal account, and the Publisher acknowledges and agrees to be bound by these terms.

5. COMPLIANCE

5.1 The Publisher must comply with all Applicable Laws regarding the integration, implementation and operation of the Offerwall.

5.2 The Publisher must also comply with any current industry standards (e.g., with respect to the integration, implementation and operation of the Offerwall and industry standard anti-fraud measures).

5.3. Xsolla reserves the right to suspend or terminate access to the Offerwall if Publisher is found in violation of Applicable Laws by a court of competent jurisdiction or applicable regulatory body or pursuant to judicial or law enforcement order.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Publisher represents and warrants that:

• It has the authority to enter into these Terms and perform its obligations.
• The Publisher Content provided by the Publisher to Xsolla does not and will not infringe the intellectual property rights of any third party.
• The Publisher’s integration and usage of the Offerwall will comply with all Applicable Laws and these Terms.
• The Publisher has provided accurate and complete registration information and will promptly update such information if changes occur.

6.2 Xsolla makes no representations or warranties regarding the availability, functionality, or performance of the Offerwall, which is provided on an “as is” and “as available” basis. To the maximum extent permitted under Applicable Laws, Xsolla, on its own behalf and on behalf of its Affiliates, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Offerwall.

6.3 Xsolla furthermore makes no representation or warranties regarding the availability, functionality or performance of any affiliate network platforms (e.g., Commission Junction, Partnerize, etc.) that it may separately contract with in order to help facilitate advertisement opportunities for the Offerwall and expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to these affiliate network platforms.

7. TERMINATION

7.1 Xsolla reserves the right to terminate the Publisher’s access to the Offerwall for any breach of these Terms, the Agreement, violation of Applicable Laws or industry standards, or other actions deemed inappropriate or that may damage Xsolla’s reputation or goodwill.

7.2 The Publisher may terminate its use of the Offerwall by providing written notice to Xsolla in accordance with Section 8.3 and immediately discontinue use of the Offerwall.

7.3. Upon termination, the Publisher must cease all use of the Offerwall and remove any integrations or functionality associated with it from its applications or platforms. The Publisher is required to delete all Offerwall-Related Materials, except for records necessary to comply with legal, regulatory, or contractual obligations, including those specified in Section 8.5.

8. MISCELLANEOUS

8.1 These Terms are governed by the laws of the State of California, USA. without regard to conflicts of law principles that would require the application of the laws of any other state or jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement or these Terms. Any disputes arising from these Terms will be resolved as agreed upon in the Agreement.

8.2. Xsolla reserves the right to amend these Terms at any time (“Revised Terms”), with written notice to the Publisher of any material amendments. Continued use of the Offerwall constitutes acceptance of the Revised Terms.

8.3. Notices to the Publisher related to these Terms shall be sent to the Publisher’s registered email address, or delivered directly to the Publisher via the Publisher Account. Notices to Xsolla related to these Terms shall be sent to: legal@xsolla.com with a hard copy mailed to Xsolla (USA), Inc., Attn: Legal Department, 15260 Ventura Blvd., Suite No. 2230, Sherman Oaks, California 91403.

8.4. If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.5. The Publisher must retain records of its Offerwall use for a minimum period of two (2) years or as required by Applicable Laws and provide such records to Xsolla upon request for Xsolla’s auditing or compliance purposes. Records include, but are not limited to, transaction logs, performance metrics, reward fulfillment data, and any communications related to the Offerwall.

For the avoidance of doubt, this requirement does not conflict with Section 7.3. Upon termination, the Publisher must delete all Offerwall-Related Materials as specified, except for records retained solely to meet legal, regulatory, or contractual obligations, including those required by this Section.

8.6. No waiver by either Party of any breach or default by the other Party under these Terms shall be deemed a waiver of any preceding or subsequent breach or default. A waiver shall not be effective unless it is made in writing and signed by the Party granting the waiver. The failure or delay of either Party to enforce any provision of these Terms or to exercise any right or remedy provided under these Terms, or by law, shall not constitute a waiver of that provision, right, or remedy.

8.7. Xsolla is under no obligation to provide the Publisher with any updates, upgrades, new versions, or new releases (collectively, “Updates”) of or to the Offerwall, to correct any defects or errors in the Offerwall, or to otherwise provide support or maintenance for the Offerwall. Any Updates provided by Xsolla to the Publisher are made, if at all, at the sole discretion of Xsolla.

8.7.1. Repurposing. Notwithstanding Xsolla’s lack of an obligation to provide Updates to the Publisher and during the period these Terms are effective, Xsolla may, in its sole discretion and during the term of these Terms and Supplemental Agreement, repurpose and/or use the Offerwall in alignment with its ongoing business needs, objectives and in service to Users, consumers and/or other stakeholders of Xsolla’s. This repurposing may include, but not be limited to, Xsolla providing its own rewards, such as loyalty points or other virtual rewards (“Xsolla Rewards”), to Users through the Offerwall. Xsolla Rewards will be delivered to the Xsolla Wallet (or an equivalent) and are subject to Xsolla’s rules and policies. Users may be required to follow additional guidelines currently posted at https://wallet.xsolla.com/terms_of_use (or then-current URL) set by Xsolla to redeem these Xsolla Rewards. Likewise, the Offerwall may be repurposed to (also) exist outside of any digital environment in which it currently operates, including but not limited to, repurposing to align with web 3.0 technical requirements and functionalities.

8.8. These Terms, together with any referenced Agreement or policies, constitute the entire agreement between Xsolla and the Publisher regarding the Offerwall. These Terms will supersede any oral or written proposal, agreement or other communication between the Publisher and Xsolla regarding the Publisher’s access to, or usage of, the Offerwall or the terms and conditions set forth in these Terms.

8.9. Neither these Terms nor any of the rights or obligations hereunder may be assigned or transferred by the Publisher without the prior written consent of Xsolla. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger, or consolidation. Any attempted assignment or transfer by the Publisher in violation of the foregoing will be null and void. Xsolla may assign or transfer any of its rights or obligations under these Terms without the Publisher’s consent.

8.10. The Parties are and shall remain independent contractors, and nothing contained herein shall be deemed to create any agency, partnership or joint-venture relationship between the Parties. Neither Party shall be deemed to be an employee or legal representative of the other, nor shall either Party have any right or authority to create any obligation on behalf of the other.

8.11. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause (excluding financial hardship) that is beyond the reasonable control of such Party.