Growth Product Terms

1. Application of these Terms

These Growth Product Terms (‘Terms ’), govern your entire relationship with us concerning your use of the specific Growth Products outlined herein and detailed in an applicable Ordering Document. These Terms supplement Immutable’s Platform Terms to the extent you are subject to them.

We’ve done our best to make sure that there are no inconsistencies, but if there is a direct conflict or inconsistency, the following order of precedence will apply to resolve it:

(a) the terms of an applicable Ordering Document will prevail; then

(b) for any matter concerning the provision or use of Growth Products, these Terms will prevail over the Platform Terms; then

(c) for any matter not concerning Growth Products, the Platform Terms will prevail over these Terms to the extent of the inconsistency related to your activities contemplated under the Platform Terms; and then

(d) within these Terms, specific provisions concerning a particular Growth Product will prevail over any conflicting general principles.

2. Changing these Terms

Our business is constantly changing, so we need to be able to change these Terms and the Product Descriptions at any time.

If we make a change we think will benefit you or be relatively neutral, we can make the change without telling you by posting the amended Terms or Product Descriptions on our website and updating the "Last Updated" date. Any such changes are effective immediately upon posting.

If we make a change that we think will be materially detrimental to you, we will use reasonable efforts to provide at least 10 days' prior notice (e.g. by email or a notification on our services). During this notice period, you may take the following actions by notifying us at notices@immutable.com:

(a) if the change is to a Product Description for a specific Growth Product you have subscribed to, you may cancel your subscription for that affected Growth Product; or

(b) if the change is to the body of these Terms and it materially and adversely affects your rights and obligations as a whole, you may cancel your entire Agreement with us.

If you do not provide notice of cancellation before the change takes effect, your continued use of the Growth Products will constitute your acceptance of the change.

3. Right to Access and Use Growth Products

Provided you comply with these Terms and anything set out in your Ordering Document, we will provide you with the relevant Growth Products for use during the Subscription Term. Unless your Ordering Document says something different, subscriptions for a Growth Product automatically renew for successive Renewal Periods unless you cancel your subscription in writing before the expiry of the then-current term.

4. Fees for Growth Products

Any applicable fees for your Growth Products will be set out in your Ordering Document. The fees stated do not include applicable indirect taxes (such as GST, VAT or other sales taxes), which you’ll need to pay as an additional sum if applicable to the fees.

We will invoice you the fees, and you need to pay them (including any applicable taxes) in accordance with your Ordering Document. 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.

Fees are based on the Growth Products purchased and not actual usage. All payment obligations are non-cancellable and all fees paid are non-refundable, except where expressly stated otherwise in these Terms or required by applicable law.

If you provide credit card information to Immutable, you authorise Immutable to charge such credit card for the Growth Products listed in the Ordering Document, for Subscription Term as set forth in the Ordering Document.

5. Taxes

(a) You are responsible for paying all applicable taxes (such as GST, VAT or other sales taxes) that apply to the supply of the Growth Products to you.

(b) If required by law in your jurisdiction, you agree to handle any additional sales taxes obligations yourself and inform us of such requirements.

(c) For GST purposes in Australia, if requested during your account setup or Ordering Document process, you must declare your residency status and provide a valid ABN if you are an Australian resident business.

(d) We are not responsible for determining your tax obligations, nor for collecting, reporting, or remitting any taxes arising from your use of the Growth Products, other than any indirect taxes we are lawfully required to charge on our fees. You should seek your own independent tax advice.

(e) All fees must be paid to us free and clear of any deductions or withholdings. If a withholding tax or other deduction is required by law, you must pay an additional amount to ensure that the net amount we receive equals the full invoiced amount. You are responsible for remitting any withheld amounts to the relevant tax authority.

6. Compliance with Laws & Sanctions

While you’re using the Growth Products 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 Growth Products 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 use the Growth Products 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).

7. 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. By using the Growth Products, you also agree to be bound by our Data Sharing Terms (available here - https://www.immutable.com/legal/data-sharing-terms), which are incorporated into these Terns by reference.

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. For the avoidance of doubt, while we may provide you with aggregated or anonymised insights related to your Growth Products, we will not share any end user personal information or personal data with you other than as prescribed by our Data Sharing Terms.

8. 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 in connection with the Growth Products, 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 concerning the Growth Products 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, including the Growth Products.

9. Advisory Support

(a) Provision of Support: Alongside the Growth Products specified in your Ordering Document, we may, during the Subscription Term, provide general advisory support ('Advisory Support ') intended to assist you in understanding and utilising the Growth Products effectively and/or growing your Game. This may include general guidance, strategic discussions, or coaching related to the Growth Products you have subscribed to.

(b) Nature of Support: Any Advisory Support is provided on a reasonable endeavours basis as a complement to the Growth Products. Unless explicitly agreed otherwise in a separate written agreement signed by both parties (such as an Ordering Document), Advisory Support does not include any specific, guaranteed deliverables, service levels, response times, or outcomes.

(c) Disclaimer: You acknowledge and agree that any Advisory Support, including any information, suggestions, or guidance provided by us or our representatives, is general in nature and does not constitute financial product advice, investment recommendations, or legal advice. We make no representations or warranties of any kind, express or implied, about the accuracy, suitability, reliability, or completeness of the Advisory Support for your specific purposes. Any reliance you place on such Advisory Support is strictly at your own risk, and, to the extent permitted by law, we will not be liable for any loss or damage arising from your use of or reliance on this Advisory Support. You are responsible for seeking your own independent legal and financial advice from appropriately licensed professionals.

(d) Fees: Any applicable fees associated with any Advisory Support will be specified in an Ordering Document.

(e) Intellectual Property: All IP related to or arising from the provision of Advisory Support, including any know-how, methodologies, derived data, or improvements developed by us, are owned by us in accordance with Section 10 (IP Ownership for Growth Products) below. Advisory Support does not result in the creation of bespoke IP owned by you unless expressly agreed in a separate signed written agreement.

10. IP Ownership for Growth Products

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 (including but not limited to any Advisory Support); (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 “Growth Product IP”. You can use the Growth Product IP associated with a Growth Product solely to the extent necessary to receive the benefit of the Growth Product during the Subscription Term. (Note: If you are a Developer, IP ownership related to your Game and the Platform/Protocol is further addressed in the Platform Terms.)

11. Marketing

(a) Our Discretion: The specific channels, methods, frequency, and content of any marketing support provided as part of the Growth Products remain subject to our reasonable discretion. We do not guarantee any specific reach, engagement, or outcomes from these marketing activities.

(b) License Grant: You grant us a non-exclusive, worldwide, royalty-free license during the applicable term to use your name, logos, trademarks, and any Game assets or information you provide to us, solely for the purpose of providing the marketing support described herein and promoting your participation in the relevant Growth Product(s), and creating promotional materials, including case studies as further described in Section 11(e).

(c) KOL and Influencer Campaigns: If you subscribe to a Growth Product that expressly includes Key Opinion Leader (KOL) or influencer engagement (such as ‘KOL Boost’): (i) You acknowledge that while we will align on messaging with you, the final content remains at our and the KOL's discretion to ensure authenticity. We may provide guidance to or remind KOLs of applicable advertising disclosure requirements, but you remain responsible for ensuring the overall marketing campaign for your Game complies with all laws applicable to you. (ii) For the avoidance of doubt, you agree that KOLs are independent third parties and not our employees or agents. To the extent permitted by law, we are not responsible or liable for any specific statement, act, or omission by a KOL.

(d) Third-Party Channels: If a Growth Product you subscribe to involves the use of third-party channels (such as X, Twitch, or Kick), we are not responsible for their availability, functionality, or policies. The delivery of marketing activities on such platforms is subject to their terms and operational status.

(e) Case Studies: You agree we may create case studies and other marketing materials relating to your use of the Growth Products. These materials may include performance metrics and data derived from your use of the Growth Products. For any such materials that publicly identify you or your Game as the subject, we will provide you with a draft for your review and reasonable approval prior to publication.

(f) Customer Marketing Obligations: During the Subscription Term, you agree to maintain a hyperlink to the Immutable Play platform (or any successor URL we provide) in a reasonably prominent position on the homepage of your primary website associated with the Game.

12. Immutable Play Platform

(a) Developer Content: Certain Growth Products may involve listing or featuring your Game, Quests, or other content ('Developer Content ') on Immutable Play.

(b) License Grant for Listing: You grant us a non-exclusive, worldwide, royalty-free license during the applicable Subscription Term to host, display, reproduce, distribute, and otherwise use the Developer Content (including game titles, descriptions, logos, trademarks, images, videos, and links) on and in connection with the operation and promotion of the Immutable Play platform.

(c) Developer Responsibilities: You are solely responsible for: (i) Ensuring all Developer Content you provide for use on Immutable Play is accurate, complete, up-to-date, and complies with all applicable laws, regulations, and advertising standards. (ii) Complying with any content guidelines, technical requirements, or policies applicable to Immutable Play that we may provide or make available from time to time (which may be included in the Platform Terms). (iii) Ensuring you have all necessary rights, licenses, and permissions to provide the Developer Content to us for use on Immutable Play as contemplated by these Terms.

(d) Play Platform Management: We reserve the right, in our sole discretion but without obligation, to: (i) Review, modify (e.g., for formatting or technical reasons), refuse, or remove any Developer Content from Immutable Play, particularly if we believe it violates these terms, applicable guidelines, laws, or is otherwise inappropriate or detrimental to the platform or its users. (ii) Determine the placement, layout, design, and functionality of Immutable Play and how Developer Content is displayed.

(e) Play Platform Availability Disclaimer: Immutable Play is provided "as is" and "as available". We do not guarantee uninterrupted access to, or specific performance or uptime of, the Immutable Play platform. We are not responsible for any inability to access or display Developer Content due to platform downtime or technical issues. Unless explicitly stated as part of a specific Growth Product an Ordering Document, we make no commitments regarding the visibility, ranking, or specific placement of your Developer Content on Immutable Play.

13. 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 in providing the Growth Products. For all other circumstances (including our breach, negligence) in connection with these Terms or the Growth Products, we limit our entire liability to you for all your loss, damage, costs or expenses to the greater of: (i) AUD $1,000; or (ii) the total fees paid by you to us for the specific Growth Product(s) giving rise to the claim in the 12 months preceding the event giving rise to the claim. 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 exclusions and limitations continue to apply after our relationship under these Terms ends.

14. Indemnity

You indemnify us and our personnel, affiliates, and suppliers against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of these Terms;

(b) your use of the Growth Products not in accordance with these Terms;

(c) any content or materials you provide in connection with the Growth Products (including Developer Content provided for Immutable Play);

(d) your violation of any applicable law or regulation; or

(e) your infringement or violation of any third-party rights (including IP rights).

15. Cancellation and Termination

(a) Cancellation of Growth Product Subscription by Either Party (Post Initial Term): After the Initial Term for a Growth Product, either of us may cancel a subscription for that Growth Product by providing the other party with 30 days written notice.

(b) Immediate Cancellation by Us (for good reason): We may immediately stop providing you with, or cancel your subscription to, a Growth Product at any time provided we have good reason to do so (e.g. breach of these Terms, legal requirement, misuse of services).

(c) Cancellation of Specific Growth Product or Overall Relationship by You (for cause): You may, by telling us in writing: (i) terminate your subscription to an affected Growth Product if we commit a material breach of our obligations under these Terms with respect to that specific Growth Product, and we fail to remedy that breach within 30 days of you notifying us; or (ii) terminate these Terms and your overall relationship with us if: (A) we commit a material breach of these Terms that substantially affects all Growth Products or fundamentally undermines the overall agreement, and we fail to remedy such breach within 30 days of you notifying us; or (B) we become insolvent.

(d) Cancellation of Specific Growth Product or Overall Relationship by Us (for cause): We may, by telling you in writing: (i) terminate your subscription to a specific Growth Product if you commit a material breach of your obligations under these Terms with respect to that Growth Product (such as a failure to pay the fees applicable to that Growth Product), and you fail to remedy that breach within 30 days of us notifying you; or (ii) terminate these Terms and your overall relationship with us if: (A) you commit a material breach of these Terms, and you fail to remedy such breach within 30 days of us notifying you (if capable of remedy); or (B) you become insolvent.

(e) Effect of Cancellation/Termination:

(i) If a Growth Product subscription is cancelled: (A) you have to immediately pay us any unpaid fees for the cancelled Growth Product that we have provided to you; (B) you must immediately stop using the cancelled Growth Product; and (C) you must immediately stop using any Growth Product IP associated with the cancelled Growth Product and either destroy or return (as we tell you) any Growth Product IP you have (unless otherwise agreed under an Ordering Document).

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

(iii) If the overall relationship under these Terms is cancelled, all your rights to use any Growth Products cease immediately, and amounts owing become immediately due and payable.

(iv) If you have received any incentives (e.g. in relation to using our Platform if you are a Developer), cancelling the relationship may impact those incentives.

(v) Provisions intended to survive termination (including Fees for Growth Products (Section 4), Taxes (Section 5), Confidentiality (Section 8), IP ownership (Section 10), Liability (Section 13), Indemnity (Section 14), Disputes (Section 17), and General (Section 19)) will remain in effect.

16. Subcontracting

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

17. 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 Growth Products or these Terms, you agree to formally tell us about the issue in writing (to notices@immutable.com or as otherwise directed) and meet with us (virtually or in person) to try to resolve the issue in good faith. If the issue can’t be resolved within 30 days of you telling us about it, either party can seek to have the issue resolved exclusively by arbitration in Sydney, Australia by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with their arbitration rules. The decision of the arbitrator will be final, binding and enforceable.

18. Your People

You are responsible for whatever your people do (or don’t do) in connection with the Growth Products and these Terms, 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 the Growth Products through you or on your behalf.

19. General

(a) Governing Law: The relationship under these Terms and your use of the Growth Products is governed by the laws of New South Wales, Australia.

(b) Jurisdiction: Subject to Section 17 (Disputes), each of us submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia solely for the purposes of (i) seeking urgent interlocutory or injunctive relief; or (ii) the recognition and enforcement of any judgment or arbitration award.

(c) Entire Agreement: These Terms (including any applicable Ordering Document) constitute the entire agreement between you and us in relation to the Growth Products and supersede all prior or contemporaneous understandings. If you are a Developer, these Terms are also subject to the Platform Terms as outlined in Section 1.

(d) Assignment: You must not assign, transfer, novate or sub-licence any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer, or novate our rights and obligations under these Terms.

(e) Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be read down or, if necessary, severed to the minimum extent necessary, and the remainder will continue in full force.

(f) Waiver: A failure or delay by us to exercise a right or remedy under these Terms does not constitute a waiver. A waiver must be in writing and applies only to the specific instance.

(g) Notices: We may give notices by email, by posting on our websites, or via the relevant Growth Product interface. Notices are effective on posting or when sent. You must keep your contact details up to date and send any notices to us at the contact details specified by us (e.g. notices@immutable.com or as per your Ordering Document).

(h) No Implied Terms: To the extent the law allows us to, all implied terms are excluded.

(i) Relationship of Parties: Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship. Each party is an independent contractor.

(j) Force Majeure: Neither party is liable for delay or failure to perform its obligations under these Terms if such delay or failure is caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labour disputes, pandemics, epidemics, failure of public utilities or public (including blockchain) networks, or governmental action (a "Force Majeure Event"). The affected party will notify the other party as soon as practicable and use reasonable efforts to minimize the impact of the Force Majeure Event.

20. Dictionary

  • Advisory Support has the meaning given in Section 9(a) of these Terms.

  • API means application programming interface.

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

  • Developer means anyone who accesses and uses our services and/or solutions to develop a Game or applications on the Protocol.

  • Game means your game or other interactive software application that is identified in an Ordering Document as the recipient of the Growth Products, whether or not such application is developed using the Protocol.

  • Growth Products means the products and services subscribed to by you in an applicable Ordering Document, the features and deliverables of which are described in the Product Descriptions.

  • Growth Product IP has the meaning given in Section 10 of these Terms.

  • Immutable Play means our end user platform designed to showcase games and facilitate end user engagement.

  • Initial Term has the meaning given in the Ordering Document.

  • 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.

  • Order Form means a specific type of Ordering Document issued by us and executed by both parties.

  • Ordering Document means the document, webpage, or user interface that sets out your subscription to the Growth Products, the fees, Subscription Term, and any other specific commercial terms, and may include an Order Form executed by the parties, a quote, or a checkout process completed via our designated billing software.

  • 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 style of ‘Developer Hub’, ‘Passport’, ‘Checkout’, ‘Relayer’ and ‘Orderbook’. For the avoidance of doubt, this excludes the Growth Products.

  • Platform Terms means the platform terms governing your relationship with us as it relates to use of the Platform, available at: https://www.immutable.com/legal/developer-terms (or any successor URL), as updated from time to time.

  • Product Descriptions means the descriptions of the features and deliverables of the available Growth Products at https://www.immutable.com/legal/growth-product-overview (or any successor URL), as may be updated by us from time to time in accordance with Section 2 of these Terms.

  • 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.

  • Quests means a quest, mission or task associated with your Game which end users can complete.

  • Renewal Period has the meaning given in the Ordering Document.

  • 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.

  • 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.

  • Subscription Term means the Initial Term and any Renewal Period.