1. Relationship

These terms govern your entire relationship with us so please read them carefully. We’ve tried to make these terms as clear and simple as possible, but if you have any questions or need further information, you can contact us here – support@immutable.com.  

2. Structure

We’ve split the terms into sections to make them easier for you to read.

1. The General Terms apply to everyone whether you are a Developer, an end customer or ecosystem partner.

2. The Developer Terms apply in addition to the General Terms if you are a Developer.

To understand your rights and obligations, you need to read these General Terms and the sections that relate to you.

We’ve done our best to make sure that there are no inconsistencies in these terms, but if there are, the Developer Terms apply instead of the General Terms to the extent of the inconsistency.

3. Changing these terms

Our business is constantly changing, so we need to be able to change these terms at any time.  If we think a change will benefit you or be relatively neutral, we can make the change without telling you.  

If we think a change will be materially detrimental to you, we will tell you at least 30 days beforehand.  If we notify you of a materially detrimental change and you want to cancel your relationship with us because of it, that’s fine provided you let us know via email to support@immutable.com before the change comes into effect.

4. Compliance

While you’re using the Protocol or using our services or interacting with us, you need to comply with all applicable laws and make sure that you don’t cause us or our suppliers to breach any applicable laws.  You promise to tell us straight away if you break any laws while using our services or interacting with us.

We can take any action we reasonably believe is necessary to comply with laws or third party-rights, which may include not allowing you to access or restricting your access to the services from particular jurisdictions. Nothing in these terms requires us to do anything that we reasonably believe will or might breach a law or any third-party rights. 

You must not enter into a relationship with us (or access or use the Protocol or our services) if you are on a sanctions list or located in a sanctioned jurisdiction (or you are acting on behalf of someone on a sanctions list or who is located in a sanctioned jurisdiction). 

sanctions list means a sanctions list or equivalent maintained by the United National Security Council (UNSC), the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) and/or the Australian Government Department of Foreign Assets and Trade (DFAT) or any other applicable regime.

sanctioned jurisdiction means a jurisdiction against which any of Australia, the United States, the United Nations or United Nations Security Council have imposed, administered or enforced sanctions.

5. Data and Privacy

Please see our Privacy Policy (available here – https://www.immutable.com/privacy-policy) for how we collect, use and disclose personal information or personal data.  For any data that’s not personal information or personal data, we can collect, use and disclose your data to monitor and improve our services and for other business purposes. 

6. Confidentiality

If you have entered into a separate non-disclosure agreement with us, we each agree to comply with that non-disclosure agreement in respect of any confidential information disclosed as part of our relationship.

If you don’t have a separate non-disclosure agreement with us and you access or receive any of our confidential information, you need to take all reasonable measures to protect it.  You can only disclose our confidential information: (i) if you are compelled by law to do so and you agree to inform us of the required disclosure so that we can take reasonable steps to protect that information; or (ii)  to someone who needs to know it for the purposes of our relationship and then only if that person agrees to take reasonable measures to protect it.

Our confidential information includes all non-public information and materials related to our business, customers, suppliers, partners or services.

7. Liability

Nothing in these terms excludes or limits: (a) any liability which can’t lawfully be excluded or limited (but where the law allows us to, we limit our liability to resupplying or paying the cost of resupplying services); or (b) our liability to you for our fraud or deliberate misconduct.

We won’t be liable for anything outside our reasonable control; we won’t be liable for any loss of profits, savings, business, reputation, and data; and we won’t be liable for any damage you suffer or, cost or expense you incur, unless it directly results from, and flow naturally from something we do wrong.

For all other circumstances (including our breach, negligence), we limit our entire liability to you for all your loss, damage, costs or expenses to AUD $10,000.  Our liability will be reduced to the extent the loss, damage, costs or expenses are caused or contributed to by you (or someone you are responsible for).

These exclusion and limitations continue to apply after our relationship ends.

8. Cancelling the relationship

You can cancel your relationship with us by telling us in writing: (a) if we commit a material breach of these terms, and we don’t fix it within 30 days of you telling us about it; or (b) if we become insolvent.  There may be other cancellation rights the parties mutually agree in writing from time to time.  

We can cancel our relationship with you by telling you in writing: (a) if you commit a material breach of these terms, and you don’t fix it within 30 days of us telling you about it; or (b) if you become insolvent.

If you have received any incentives to build on our Platform, cancelling this relationship may impact those incentives. 

9. Disputes

We hope that disputes won’t happen, but if they do, you agree to resolve them in the following way.  If you have any issue relating to the relationship, you agree to formally tell us about the issue in writing and meet with us to try to resolve the issue.  If the issue can’t be resolved within 30 days of you telling us about it, you can seek to have the issue resolved by arbitration in Sydney, Australia by the Australian Centre for International Commercial Arbitration in accordance with their arbitration rules.  The decision of the arbitrator will be final, binding and enforceable.

10. Your people

You are responsible for whatever your people do (or don’t do) and you need to make sure that your people comply with these terms.  Your people include your employees, directors, officers, contractors, customers, suppliers, and any other person who accesses or uses our services or interacts with us through you or through your Developer Hub logon / account.

11. General

To the extent the law allows us to, all implied terms are excluded.

You must not assign, transfer, novate or sub-licence any of your rights or obligations under these terms without our prior written consent. 

The relationship is governed by the laws of New South Wales, Australia (and subject to clause 9, each of us submits to the jurisdiction of those courts). 

By clicking "Accept" below, signing a related offer sheet with us, or signing an Order Form (as defined in the Growth Product Terms) with us, you confirm that you are allowed to enter into agreements on behalf of the Developer.

Developer Terms

1. Do these terms apply to you?

These Developer Terms apply to you if you are a Developer, as amended by any agreed Special Conditions.

2. Right to access and use

Provided you comply with these terms, you can access and use our Platform and our Brand Assets to develop Applications on the Protocol.

3. What you need to do

To make sure things run smoothly, you’ll need to: (a) make sure that you comply with our Use Guidelines, and our Brand Guidelines; (b) make sure your systems and network connections always meet minimum requirements described on our website (if any); and (c) tell us straight away if you become aware of any issues with the Platform or the services.

4. Passport Terms

The Passport Terms apply in addition to these Developer Terms where you integrate Passport into your Application as part of the services we provide to you.

4A. Growth Product Terms

The Growth Product Terms apply in addition to these Developer Terms where we provide you with Growth Products.

5. Marketing

You agree to: (a) promote your relationship with us on your relevant communication platforms (e.g. Discord, Telegram); (b) include “#onImmutable’ on your X (formerly Twitter) bio and include our logo in your name / handle for a minimum of one week after you develop an Application; and (c) include our splash screen in the start-up sequence of your Application. 

6. Your End Users

You’re responsible for complying with all laws that are applicable to the services that you provide to End Users  (eg, financial services laws, privacy and data laws, consumer laws).You will ensure that your End Users do not take any actions that will put you in breach of any of your obligations under these terms. You’ll also need to make sure that your End User terms and conditions clearly state that: (a) the Platform and the services are provided on an “as-is” and “as available” basis; (b) we (i.e. Immutable) make no promises about the quality of the services, their fitness for a particular purpose or that they will be uninterrupted or error free; (c) to the extent allowed by law, we (i.e. Immutable) will not be liable to your End Users and your End Users must not bring any claim against us; and (e) your End Users must comply with all applicable laws and the Use Guidelines. If, as a result of a breach of this clause, your End User does bring a claim against us, you promise to cover all our costs and losses relating to the claim.

7. Fees and taxes

The fees associated with the use of our Protocol are set out in the table below:

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You must not do or omit to do anything which would have the effect of circumventing the application or enforcement of our fees.  In the event that such is found to have occurred, we reserve all rights including but not limited to blocking your further use of the Platform and Protocol (including your ability to deploy smart contracts) and seeking reimbursement for any monies owed plus interest. 

Unless we say otherwise, (1) our Primary Sales Fee is exclusive of any applicable taxes which you’ll need to pay as an additional sum; and (2) our Secondary Sales Fee is exclusive of applicable taxes, which the purchaser will need to pay as an additional sum to the extent applicable. If for whatever reason our relationship is cancelled, you need to pay us any unpaid Fees you owe us and immediately stop using the services (and make sure your End Users stop using our services).

8. Changes to Fees

We can change our fees at any time.  But we won’t increase the fees without telling you at least 30 days beforehand.  If you want to cancel your relationship with us because of a fee increase, that’s fine provided you let us know in writing via email to support@immutable.com before the increase comes into effect.

9. Invoicing and payment

You need to pay the Primary Sales Fees (including any applicable taxes) in accordance with any payment terms and within 30 days of our invoice. If you don’t, we may suspend or cancel your access to the Platform and we may charge you interest on any unpaid amounts.  

10. Revenue reports and audit

You’ll need to provide us any information we reasonably ask for to help us understand the Primary Sales Fees you’ve generated using the Platform or make your books and records available to our audit team.  We won’t ask more than twice a year.

11. NFT minting

Any NFT minted and/or sold on the Protocol remains the property of the owner of those NFTs.  Please be aware that an NFT minted on the Protocol may be capable of being traded across the entire global Orderbook on a peer-to-peer basis, including third party marketplaces deployed on the Protocol.  

12. IP ownership

We (or our licensors as applicable) own all IP rights (except to the extent any portion is open source) and anything else we give you or allow you to access (including any modifications that either of us make).

You (or your licensors) own all IP rights in your Application (including but not limited to, the name and associated logo for the Application) and any other material you provide to us or post through the services. You licence us to use the Application (including but not limited to, the name and associated logo for the Application) and any other material you provide to us or post through the services to provide and promote the Platform and the services.

13. IP Claims

If someone brings a claim against us alleging that the Application or some other material you’ve provided us or posted through our services infringes their IP rights, you promise to cover all our costs and losses relating to the claim.

If someone brings a claim against you alleging that your use of the Platform or the services infringes their IP rights, we promise to cover any settlement amounts (which we have agreed to in advance) or the damages or costs finally awarded by a court in respect of the claim provided that: (a) you tell us about the claim straight away; (b) you allow us to defend or settle the claim if we want to; (c) you let us try to fix the issue; and (d) you let us cancel the relationship if we tell you we can’t fix the issue.

14. Suspension

We can suspend your access to the Platform and the services at any time. This may be to upgrade the services, if we think the services are being misused, or any other reason we think necessary to protect the integrity of our services or other customers. We will try to let you know at least 10 days beforehand, but if we can’t reach you or we think we need to immediately suspend access, we will do so.

15. Disclaimers and exclusions

The Platform and the services are provided on an “as-is” and “as available” basis.  We make no promises about the quality of the services, their fitness for a particular purpose or that they will be uninterrupted or error free.  The services and any information we provide is not advice (whether financial, legal or otherwise).

You need to understand that using cryptographic systems is risky and that advances in technology could result in the theft or loss of your cryptographic tokens or property (among other potential consequences).

While all care is taken in the development of our Platform, you also need to understand that we cannot guarantee the security of our Platform or the services.  Our Platform and services can have flaws. You need to review any Smart Contract code provided by the services, and the trustworthiness of third party websites and products.

We’re not responsible or liable for: (a) anything done or not done by third parties; (b) anything done at your direction; (c) anything changed by anyone other than us or someone we are responsible for; (d) decentralised networks (or anything done or not done through them); (e) open source software; and/or (f) any trading or transacting.

16. External services / links

If you use external services or third party links through our services you may be subject to third parties’ own terms.

17. Dictionary

AML/CTF means any laws relating to anti-money laundering and counter terrorism financing.

API means application programming interface.

Application means anything you develop using the Platform and Protocol.

Back-End Infrastructure means our software, hardware, and networking architecture supporting our APIs and SDKs.

Brand Assets means the names “Immutable X” and “Immutable zkEVM” and the associated logos used by us in connection with our brand.

Brand Guidelines means the document called ‘Immutable Brand Asset Guidelines’ found at: https://www.immutable.com/legal/brand-asset-guidelines.

Checkout means the solution that allows Developers to manage an Application’s checkout process.

Developer has meaning given in clause 1 of the General Terms.

Developer Hub means our interface and portal through which you engage with our ecosystem.

End User means any third-party user of an Application in connection with your product offering.

Growth Products means our growth products and services (excluding the Platform, the Protocol or Passport)  which we will make available to you as set out in your Order Form. For clarity, any reference to the ‘services’ in these terms includes the Growth Products.

IP means intellectual property rights of any kind including but not limited to copyright (including rights in software), trade mark, service mark, design, patent, trade secret, code, trade business, domain or company names, moral rights, rights in confidential information, know-how or other proprietary rights (whether or not any of these are registered) and all protections of a similar nature anywhere in the world.

KYC means any laws relating to the verification and identification of a customer.

NFT means non-fungible cryptographically secured token.

Orderbook means the Protocol-level orderbook that facilitates trading of NFTs across multiple marketplaces.

Order Form means the  order form entered into between you and us, which sets out the Growth Products we  will make available to you.

Passport means the non-custodial wallet and authentication solution developed by us. 

Platform means the tooling and/or the interfaces designed by us and which are integrated into the Protocol, including the solutions that go by the name of ‘Developer Hub’, ‘Passport’, ‘Checkout’, ‘Relayer’ and ‘Orderbook’.

Protocol means the layer 2 Ethereum Blockchain software known by the style of “Immutable zkEVM” and incorporating the APIs, SDKs, Smart Contracts, and Back-End Infrastructure.

Relayer means the solution that allows Developers to pay for gas on behalf of End Users.

SDK means software development kit.

Smart Contract means a system of software code running on the Ethereum blockchain, the Protocol or any other compatible blockchain that automatically executes part or all of a transaction.

Special Conditions means any special conditions described in a written special conditions schedule agreed between the parties from time to time.

Use Guidelines means the document called ‘Immutable Use Guidelines’ found at: https://www.immutable.com/legal/use-guidelines.

Passport terms

1. Right to access and use

As a Developer, provided you (a) comply with these terms and get our approval, and (b) agree to be bound by the Data Sharing Terms, you can integrate Passport into your Application for use by End Users. You must make the Passport your default wallet when offering a wallet and web 3 onboarding solution to your End Users.

2. What you need to do

To make sure things run smoothly, you’ll need to: (a) make sure that you comply with our Use Guidelines and the Data Sharing Terms, (b) get any necessary approvals to use Passport; and (c) tell us straight away if you become aware of any issues with Passport. ‍

3. Updates

We will release updates to Passport from time to time. It’s important that you install all updates as soon as possible as we might stop supporting older versions.      

4. Fees

While we don’t currently charge fees for your use of Passport we may do so in the future. 

5. Third Party Technology and Services

Passport leverages third party technology and may provide access to End Users to third party services (such as on-ramps and other services) (Third Party Services).  Immutable is not the provider of those Third Party Services.  We in no way endorse or warrant those Third Party Services and we are not responsible for the availability or the legitimacy of those services and the associated products and/or content.  

6. Ownership, Control and Security

As a non-custodial solution, an End User owns and controls all assets in their Passport wallet. You must include provisions in your terms with End Users that make sure your End Users understand that they are responsible for the security and control of their Passport account, including any credentials used by an End User to verify their identity and manage the signing of transactions by the End User on their device.

7. Pre-Approved Transactions 

As a Developer, you can choose to enable pre-approved functionality when you integrate Passport into your Application. This means that for certain low risk transactions, while the End User is still signing the transaction the End User would not be asked to confirm the transaction via a separate pop-up or confirmation screen.  If you choose to enable pre-approved functionality in your Application you must clearly disclose this to End Users.  

8. Cancellation

You can cancel your access to Passport at any time. We can cancel your access to Passport if: (a) you use it in a way that could negatively impact our systems or services; (b) we can no longer provide Passport to you for whatever reason; or (c) we need to do so to comply with applicable laws.

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Growth Product Terms

1. Do these terms apply to you?

These Growth Product Terms (as amended by any agreed Special Conditions) apply to you if you are a  Developer, and we are providing you with our Growth Products.

2. Right to access and use

Provided you  comply with these terms and the terms set out in your Order Form, we will  provide you with the Growth Products for use during the Subscription Term.  Unless your Order Form says something different, subscriptions for a Product automatically renews for the Renewal Period unless you cancel your subscription in writing before to the expiry of the then-current term.

3. Fees

The fees for  your Growth Products will be set out in your Order Form. The fees do not include applicable  taxes which you’ll need to pay as an additional sum. 

We will  invoice you the fees, and you need to pay them (including any applicable  taxes) in accordance with your Order Form. If you don’t, we may withhold the  provision of, or stop providing you with, the Growth Products, and we may charge you  interest on any unpaid amounts.

4. IP Ownership

We (or our  licensors as applicable) own all rights (including IP) in: (a) any Growth Products  (b) any information we give you or allow you to access in connection with the Growth Products; (c) anything we derive from any information (or anything else) you  provide us with in connection with the Growth Products (d) any information or  anything else we derive from providing you with the Growth Products; and (e) any  modifications that either of us make to the things set out in (a), (b), (c)  and (d), or anything that either of us create using the things set out in  (a), (b), (c) and (d) (which you must provide us with immediately on creation).  Together, this makes up the “Product IP”.

You can use  the Product IP associated with a Product solely to the extent necessary to  receive the benefit of the Product during the Subscription Term.

5. Cancellation

We may immediately stop  providing you with, or cancel your subscription to, a Product at any time  provided we have good reason to do so. After the Initial Term, either of us  may cancel a subscription for a Product by providing the other party with 30  days written notice.

If this happens: (a) you have to immediately pay us any  unpaid fees for the cancelled Product that we have provided to you (b) we  will pay you back any fees that you have paid in advance for the cancelled  Product that you have not received (on a pro-rata basis); (c) you must  immediately stop using the cancelled Product; and (c) you must immediately  stop using any Product IP associated with the cancelled Product and either  destroy or return (as we tell you) any Product IP you have (unless otherwise  agreed under an Order Form).

Where you have ordered multiple Growth Products under a single  Order Form, and one (or more) but not all of the Growth Products under the Order  Form are being cancelled, we will provide you with a new Order Form to  reflect the terms that will apply to any retained Growth Products (including any  updated fees). Once we sign a new Order Form, your old Order Form will  automatically be cancelled.

6. Subcontracting

You understand  and agree that the Growth Products (or any part of them) may be provided by a third  party.

7. Precedence

We’ve done our best to make sure that there are no inconsistencies in these terms, but if there are: (a) the terms set out in these Growth Product Terms take precedence over the General Terms and the Developer Terms  to the extent of any inconsistency and (b) the terms set out in the Order Form take precedence over the terms of these Growth Product Terms to the extent of  the inconsistency.

8. Dictionary

Initial Term has the meaning given in the Order Form.

Product IP has the meaning given in section 4 of these Growth Product Terms.

Renewal Period has the meaning given in the Order Form.

Subscription Term means the Initial Term and any Renewal Period.