IMMUTABLE – WEBSITE & OFFERINGS TERMS OF USE
Last updated: 1 December 2025
These Terms of Use (Terms) set out the legally-binding agreement between you and Immutable zk Pty Ltd (Immutable, we, us, our) for your access to and use of:
a) our public websites, including “immutable.com” and any sub-domains we operate (together, the Websites); and
b) any products, software, platforms, application programming interfaces (APIs), software development kits (SDKs), smart contracts, infrastructure, portals, dashboards, features or other services that we make available from time to time (each an Offering, and together with the Websites, the Services).
By accessing or using any part of the Services you confirm that you have read, understood and agree to be bound by these Terms. If you are using the Services on behalf of another person (including a company), you warrant that you are authorised to bind that person to these Terms and references to “you” are taken to include that person. If you do not agree, you must stop accessing or using the Services immediately.
If you have any questions about these Terms, please contact us at support@immutable.com.
2. Offering-specific terms
(a) The following Offerings are subject to Offering-specific terms with which you must comply to the extent that you access that Offering:
(i) Immutable Play
(ii) Immutable Passport
(b) Where we publish additional Offering-specific terms, those additional terms apply in addition to these Terms to the extent you access or use that Offering. It is your responsibility to ensure that you have reviewed and understand any additional terms which apply to Offerings
(c) If there is any inconsistency between these Terms and the Offering-specific terms, the Offering-specific terms prevail to the extent of the inconsistency.
3. Changes to these Terms or the Services
(a) Our business evolves quickly. We may change these Terms or any aspect of the Services (i.e. modify, suspend or discontinue any Service) at any time. Where practicable, we will give you prior notice of material changes to these Terms or a change to the Services, but we are not liable for any resulting unavailability.
(b) Your continued use of the Services after changes are made constitutes your acceptance to the amended Terms.
4. Eligibility and compliance
(a) When using the Services, you must comply with all Applicable Laws and must not cause us or our suppliers to breach any law. You represent and warrant that:
(i) you are not a person or entity who is a citizen of, resident, incorporated, has a registered office or is located in any comprehensively sanctioned country;
(ii) you are not accessing the Services from a comprehensively sanctioned country;
(iii) you are not using a virtual private network or other means to obfuscate your location or access to the Services;
(iv) you are not on any Sanctions List nor are you acting on behalf of, together with or for the benefit of anyone who is on any Sanctions List; and
(v) you do not intend to knowingly send or receive any Digital Assets to or from any person or wallet (as applicable) that is listed on any Sanctions List.
(vi) you will promptly notify us if that changes.
(b) We may, at our sole discretion, require you to provide additional information and/or documents to verify your identity ("Know Your Customer" or "KYC"). We may impose such requirements at any time, including as a prerequisite to creating an account, accessing certain features of the Services, or withdrawing any funds or rewards. Your failure to promptly comply with any KYC request may result in the suspension or termination of your access to the Services and may affect your ability to claim or withdraw rewards.
(c) We may take any action we reasonably consider necessary to comply with Applicable Laws, our policies and guidelines, or third-party rights, including, but not limited to, suspending or terminating your access to the Services.
5. Your account and security
(a) You are responsible for everything that happens under your account, wallet, credentials, keys or devices, whether or not authorised by you.
(b) You must keep your passwords, private keys, seed phrases and similar credentials secure and confidential. We do not have access to, and cannot recover, your private keys or seed phrases.
(c) You must promptly notify us of any actual or suspected unauthorised access or security incident.
6. Prohibited conduct
You must not, and must not attempt to:
(a) use the Services for any unlawful, fraudulent, harmful or unauthorised purpose;
(b) interfere with the normal operation, security or integrity of the Services or any network or system;
(c) introduce viruses, malware or other malicious code;
(d) scrape, crawl, data-mine or extract data from the Services without our prior written consent;
(e) reverse engineer, decompile, disassemble or otherwise attempt to derive source code, except where permitted by law;
(f) bypass or circumvent any content-filtering or security mechanism;
(g) impersonate any person or misrepresent your affiliation with any person;
(h) engage in harassing, threatening, discriminatory or abusive behaviour;
(i) use the Services to create or operate a competing product or service; or
(j) engage in any manipulative or deceptive market activity (including wash trading or spoofing).
7. Fees and taxes
(a) You agree to promptly pay any applicable fees associated with your use of the Services, which will be disclosed to you before being charged. We may change fees at any time and may impose new fees.
(b) Prices may be stated exclusive or inclusive of taxes. You are responsible for all taxes that apply to your activities and use of the Services.
8. Intellectual property
8.1 Ownership of Immutable Materials
We (and our licensors) own all rights (including all intellectual property rights) in the Services, including all software, code, designs, text, graphics and logos (Immutable Materials).
8.2 Licence to use
(a) We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services strictly as allowed by these Terms.
(b) You must use the Services only for their intended purpose and in a manner we consider appropriate. You must not copy, modify, adapt, create derivative works from, sell, assign, commercially exploit any Immutable Materials. We may monitor your use to ensure compliance.
9. Data and privacy
Please see our Privacy Policy (available here – https://www.immutable.com/terms/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.
10. Third-party content and services
(a) The Services may display or link to third-party content, sites, products or services (Third Party Services). Examples may include third-party digital wallets, fiat on-ramps, decentralized applications, blockchain explorers, games, or information sources.
(b) We provide access to Third Party Services and environments only as a convenience and we do not control, arrange, endorse or assume responsibility for any Third Party Services, nor do we warrant the availability or legitimacy of Third Party Services. Your access to Third Party Services may be subject to separate terms and conditions, policies (including privacy policies), disclaimers, risk warnings and fee schedules established by the applicable third-party provider(s). It is your responsibility to understand the applicable terms and conditions and policies of providers of Third Party Services.
(c) Your dealings with third parties are solely between you and the relevant third party and are at your own risk. We disclaim all responsibility and liability for any losses, damages, or other issues whatsoever arising out of or relating to your access to, use of, or reliance on any third-party materials, or your dealings with the providers of Third Party Services. Any disputes concerning third-party providers or their materials are solely between you and the relevant third party.
11. Warranties and risk
(a) Except for any non-excludable legal rights, the Services are provided “as is” and “as available”. We do not make any representations or warranties of any kind, whether express, implied or statutory, including as to merchantability, fitness for purpose, non-infringement, availability, accuracy or reliability.
(b) Blockchain and digital-asset technologies are experimental, volatile and carry inherent risks (including irreversible transactions, smart-contract vulnerabilities, network congestion, fork events, regulatory changes and market volatility). You acknowledge and accept all such risks.
12.Liability
(a) Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, or liability for fraud or deliberate misconduct.
(b) To the fullest extent permitted by law, we are not liable to you for:
(i) any loss or damage arising from any suspension, termination or modification of the Services carried out in accordance with the Terms;
(ii) loss of profit, revenue, business, goodwill, savings, opportunity, data or reputation; or
(iii) any indirect, special, incidental, consequential, exemplary or punitive loss or damage,
whether arising in contract, tort (including negligence), statute or otherwise.
(c) For all other liability, our total aggregate liability to you for all claims arising out of or relating to the Services or these Terms is limited to AUD $100.
(d) Our liability is reduced to the extent your acts or omissions (or those of your personnel) contributed to the loss.
13. Indemnity
You indemnify us and our personnel, affiliates and suppliers against all claims, losses, damages, costs and expenses arising out of or in connection with:
(a) your breach of these Terms, including your use of the Services not in accordance with these Terms;
(b) any content you provide via the Services;
(c) your violation of any Applicable Law; or
(d) your infringement of any third-party rights.
14. Cancellation and suspension
14.1 Your rights
You may cancel your relationship with us:
(a) at any time by ceasing use of all Services; or
(b) by written notice if we commit a material breach and fail to remedy it within 30 days, or if we become insolvent.
14.2 Our rights
We may suspend or terminate your access to any or all Services immediately by written notice:
(a) if you materially breach these Terms and fail to remedy within 30 days (or immediately if the breach is incapable of remedy);
(b) if you become insolvent;
(c) for any reason by giving you 30 days’ notice; or
(d) where required to comply with law, our policies and/or to protect the Services.
14.3 Effect
Upon termination:
(a) your right to use the Services ceases immediately;
(b) any fees already paid are non-refundable and any amounts owing become immediately due; and
(c) clauses intended to survive (including those relating to intellectual property, confidentiality, liability, indemnity, governing law and disputes) continue in force.
15. Disputes and arbitration
(a) If you have any dispute with us, you must first notify us in writing and meet with us in good faith to attempt resolution.
(b) If the dispute is not resolved within 30 days, it must be referred to and finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in Sydney, Australia under the ACICA Arbitration Rules then in force. The language of the arbitration will be English. The number of arbitrators shall be one. The decision of the arbitrator is final and binding.
(c) Except where prohibited by law, each party may only bring Claims against the other on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding.
16. Governing law
These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of New South Wales, Australia. Subject to clause 15, each party submits to the exclusive jurisdiction of the courts of that State.
17. General
17.1. Entire agreement: These Terms constitute the entire agreement between you and us in relation to the Services and supersede all prior or contemporaneous understandings.
17.2. No assignment: You must not assign, transfer or sublicence your rights or obligations under these Terms without our prior written consent. We may assign our rights or obligations without notice.
17.3. 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.
17.4. 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.
17.5. Notices: We may give notices by email, by posting on the Websites or via the relevant Service 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 support@immutable.com.
17.6. Relationship: Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, trust or employment relationship. Each party is an independent contractor.
17.7 Force majeure: Neither party is liable for delay or failure to perform obligations caused by events beyond its reasonable control.
18. Definitions
In these Terms:
API means application programming interface.
Applicable Law means any mandatory statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, requirement, or any provision of condition or any permit, license or other authorisation issued by any governmental and/or judicial authority having or asserting jurisdiction over the matter in question, whether now or hereafter in effect, in any jurisdiction, that is applicable to a party;
Back-End Infrastructure means Immutable's supporting software, hardware, network architecture.
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether under statute, contract, equity, tort (including negligence), or otherwise and whether involving a third party or otherwise and where and to the extent the context permits, includes all associated Loss.
Developer Hub means our interface/portal for developers.
Developer Terms means specific terms for developers available from time to time at: https://www.immutable.com/legal/general-terms.
Digital Assets mean cryptographically secured tokens (whether fungible or non-fungible) recorded on a public blockchain.
Intellectual Property Rights means all present and future intellectual property rights globally (including but not limited to patents, copyright, trademarks, trade secrets, designs).
Loss includes any loss, damage, cost, charge, liability, fee or expense (including gas or legal costs and expenses) and Consequential Loss of any kind.
NFT means non-fungible cryptographically secured token, a type of Digital Asset.
Personal Information has the meaning given to it in our Privacy Policy, available at: https://www.immutable.com/terms/privacy-policy.
Platform means interface(s) hosted by us, potentially integrated with the Protocol, including the Developer Hub.
Protocol means the blockchain software "Immutable zkEVM", including related APIs, SDKs, and Smart Contracts.
Sanctions List means any of the United Nations Security Council (UNSC) Consolidated List, the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) or the Consolidated List maintained by the Department of Foreign Affairs and Trade (DFAT) of the Commonwealth of Australia.
SDK means Software Development Kit.
Smart Contract means a system of software code running on compatible blockchains that automatically executes part or all of a transaction.
IMMUTABLE PLAY – TERMS OF USE
Do these terms apply to you?
These Play Terms apply to you if you access or use Immutable Play.
Right to access and use
Provided you comply with these terms, you can access and use Immutable Play.
3 .What is Immutable Play?
Immutable Play is a software interface that allows you to interact with third party products and services, such as decentralised applications, bridges, infrastructure or transfer services, which we do not operate or control. We do not act as an intermediary in relation to or process any transaction you carry out using Immutable Play.
Immutable does not accept responsibility for third party products or services.
If you acquire or use any third party product or services, those products or services may be subject to the third party’s own terms and conditions. You expressly release us from any liability arising from your purchase or use of any Digital Assets and third party products or services, including any resulting Losses or Claims you may suffer.
Your responsibilities when using Immutable Play
By accessing Immutable Play you agree to be responsible for:
(a) All activities conducted through your account or associated wallet(s).
(b) Implementing appropriate security measures to protect your devices, systems, and network connections used to access Immutable Play. This includes the security of any digital wallet(s), private keys, key shares, seed phrases, passwords, and any other credentials you use. Immutable does not have access to your private keys or seed phrases and cannot recover lost or compromised private keys or seed phrases, nor can it reverse transactions or recover funds or Digital Assets lost. You are solely responsible for all activities that occur under your credentials. You must immediately notify Immutable if you suspect any unauthorised use of your account, credentials. You acknowledge that failure to properly secure your wallet and credentials may result in the total and permanent loss of your Digital Assets.
(c) Evaluating the authenticity of communications and for protecting yourself against scams. Never share passwords, private keys or seed phrases with anyone, including Immutable. We are not responsible for any Loss incurred due to scams, phishing, impersonation, or your disclosure of sensitive information to third parties. Be extremely vigilant against impersonators, phishing attempts, and other scams and verify the authenticity of any communication purporting to be from us.
(d) The accuracy, legality, quality, and integrity of any data or content you submit, upload, or create using Immutable Play. You are responsible for maintaining your own backups of any important data or content.
(e) Conducting your own independent research and due diligence before engaging in any transactions involving Digital Assets, interacting with smart contracts, or relying on any information accessed via Immutable Play. You are responsible for verifying the identity, authenticity, and risks associated with Digital Assets or third-party applications.
6. Risks of using Web3/Blockchain
You acknowledge and assume the following risks associated with using blockchain, cryptocurrencies, NFTs, and related technologies:
(a) The value of Digital Assets can be extremely volatile and can decrease rapidly, potentially to zero.
(b) Blockchain transactions are often irreversible. Smart contracts can have bugs, vulnerabilities, or exploits. Networks can experience congestion, high fees, forks, or failures. Cryptography can be subject to advances that pose risks.
(c) You are solely responsible for securing your digital wallet, private keys, passwords, and devices. We are not liable for losses due to security breaches or inherent platform risks.
(d) Laws and regulations concerning blockchain and Digital Assets are evolving and uncertain. Changes could negatively impact the technology, assets, or Immutable Play.
(e) Immutable Play may depend on third-party services (for example blockchain networks like Ethereum/StarkNet/Polygon and wallet providers). We do not control and are not responsible for these third parties.
(f) You accept risks including purchasing counterfeit, mislabelled, or technically flawed NFTs, or NFTs that may become non-transferable.
(g) You are responsible for evaluating the security and trustworthiness of any third-party applications, smart contracts, or links accessed via Immutable Play.
Promotions
(a) From time to time, promotions may be made available through Immutable Play that are sponsored and administered by independent third parties.
(b) You acknowledge that we are never the promoter of any such promotion available on Immutable Play. We are not responsible or liable for the administration of any promotion, the selection of winners, the fulfillment of any rewards, or for compliance with any laws governing such promotion. Your dealings in relation to all such promotions are solely between you and the relevant third-party sponsor, at your own risk. (b) IMMUTABLE PASSPORT – TERMS
1. Introduction
1.1 These Passport terms and conditions (“Passport Terms”) govern the relationship between Immutable zk Pty Ltd (“we”, “us” or “our”) in connection with our offer of Passport to end users of Passport (“Users”, “you” or “your”). By accessing or continuing to use Passport, you agree to abide by these Passport Terms as updated and amended from time to time, and if you do not agree with any of the Passport Terms, you should cease using Passport. These Passport Terms supplement our Privacy Policy, which the User hereby acknowledges they have read and understood.
1.2 To the extent that these Passport Terms conflict with any other applicable terms, these Passport Terms will prevail.
1.3 Passport is a non-custodial wallet and authentication solution, designed specifically for use by games and gamers. Passport operates on blockchain technology and is underpinned by public and private key cryptography. Your use of Passport involves various risks, including losses relating to Digital Assets. Passport may be integrated by a Third party Services, such as a software application (e.g. a game) built on the Immutable platform. Before you use Passport you should read the documentation explaining how to use Passport and associated services.
2. Overview of Passport services
2.1 Your use of Passport will be subject to these Passport Terms, unless otherwise agreed in writing. If you engage any Third Party Services, those services may be subject to the third party’s own terms and conditions which are separate to these Passport Terms.
2.2 Users will be considered to be using Passport by:
(a) signing up for Passport and creating a Passport Wallet;
(b) connecting your Passport Wallet to, or using your Passport with, a Third Party Service; or
(c) accessing any of the services available through Passport whether available through us, our Affiliates or third parties, (together “Engagement” or “Engage”).
3. Passport Access
3.1 Access to Passport is available through the Websites but may also be made available through a Third Party Service that provides access to Passport as an integrated component to their services.
3.2 Passport is provided for your personal, non-commercial use only. You may not use Passport, or any of its functions, to further any unauthorised commercial purpose, including any advertising or advertising revenue generation activity on your own website without express, prior written consent.
4. Acknowledgements
4.1 You acknowledge and agree that:
(a) Passport is a non-custodial wallet software solution and we do not take custody of your Digital Assets or any other assets in providing the Passport service.
(b) We do not have the ability to hold, spend, trade or transfer any Digital Assets held in your Passport Wallet;
(c) we are not providing and will not provide fiduciary, advisory, brokerage, exchange, custody, trust or
other similar services to you, or in connection with any transaction subject to these Passport Terms;
(ca) you may use Passport to interact with Digital Assets and third party product and services, such as
decentralised applications, bridges or transfer services, which we do not issue or control and which
are the sole responsibility of third party providers. If you acquire or use any third party product or
services, those products or services may be subject to the third party’s own terms and conditions. You
expressly release us from any liability arising from your purchase or use of any Digital Assets and third
party products or services, including any resulting Losses or Claims you may suffer;
(cb) we do not have access to your private keys at any time and do not act as an intermediary in
relation to, facilitate or process any transaction you carry out using your Passport Wallet, and have
only limited capacity to block or refuse transactions for security reasons or in order comply with
Applicable Laws;
(d) we are not providing and will not provide fiduciary, advisory, brokerage, exchange, custody, trust or other similar services to you, or in connection with any transaction subject to these Passport Terms;
(da) you may use Passport to interact with Digital Assets and third party product and services, such as decentralised applications, bridges or transfer services, which we do not issue or control and which are the sole responsibility of third party providers. If you acquire or use any third party product or services, those products or services may be subject to the third party’s own terms and conditions. You expressly release us from any liability arising from your purchase or use of any Digital Assets and third party products or services, including any resulting Losses or Claims you may suffer;
(db) we do not have access to your private keys at any time and do not act as an intermediary in relation to, facilitate or process any transaction you carry out using your Passport Wallet, and have only limited capacity to block or refuse transactions for security reasons or in order comply with Applicable Laws;
(e) you are solely responsible for any decision to create a Passport Wallet subject to these Passport Terms, including the evaluation of any and all risks related to such creation including the compatibility with the provider of your selected authentication and login method, and we do not make any representations or warranties as to the security or availability of cryptographic wallets, or that your access will be uninterrupted, timely or secure at all times;
(f) you are responsible for maintaining adequate security and control of your selected authentication and login method (e.g. your email or social accounts), any and all passwords, hints, non-custodial wallet keys, 2-factor authentication devices or backups, or any other codes that you use to access your Passport Wallet. Any loss of access to, or loss or compromise of the foregoing information and/or your personal information may result in loss of access to your Passport Wallet and/or unauthorised access to your Passport Wallet by third-parties and the loss or theft of your assets. For the avoidance of doubt, if you lose access to your password, private keys or seed phrases, you will suffer irreversible loss of Digital Assets stored within your Passport Wallet;
(g) we may choose to implement additional security measures to ensure the safety of assets held in Passport;
(h) a significant degree of technical sophistication is required to safely deal in cryptographic wallets;
(i) we are not responsible for any loss caused by your failure to act in accordance with our policies, procedures or reasonable directions;
(j) we do not guarantee any outcomes, return (financial or otherwise) or tangible benefit to you from using Passport; and
(k) Passport may be made available to you through Third Party Services and sites.
(l) we provide Passport to you ‘AS-IS’, ‘AS AVAILABLE’ and at your own risk and without warranties of any kind. No developer or entity involved in creating Passport, including Immutable and its Affiliates, will be liable for any Loss or Claim whatsoever associated with your use, inability to use, or your interaction with Passport or other users of Passport, including any Consequential Loss or loss of Digital Assets, or anything else of value.
(m) we may require you to complete identity verification ('KYC') procedures at any time as a condition of using Passport or accessing certain features, including but not limited to, the withdrawal of rewards or transfer of Digital Assets. Failure to comply may result in restricted access or functionality.
5. Pre-Approved Transactions
5.1 Certain third party applications that have integrated Passport may have enabled Pre-Approved Transaction functionality. This means that as a Passport user, when you engage in certain transactions that we have deemed low risk (e.g. game crafting), you may be asked to confirm the transaction as part of the third party application experience (i.e. in-app) but you will not be asked to confirm the transaction as part of a separate Passport experience (i.e. out-of-app); in other words, you pre-approve such low risk transactions. This feature has been introduced to reduce transaction friction and improve user experience for certain low-risk transactions.
5.2 By agreeing to use Passport, you acknowledge and agree to the use of Pre-Approved Transaction functionality where applicable. As with any blockchain transaction, you also acknowledge that transactions confirmed using the Pre-Approved Transaction functionality may involve transaction costs, including but not limited to blockchain network or gas fees which may change between initiating and confirmation of a transaction. If you do not agree to the use of Pre-Approved Transaction functionality then you should immediately cease using Passport.
5.3 While all care has been taken in the design and roll out of Pre-Approved Transaction functionality, Immutable and its Affiliates, to the maximum extent permitted by law, do not accept responsibility for any Loss (including Consequential Loss), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with your use of Pre-Approved Transaction functionality.
6. Termination
6.1 Termination by convenience: you may terminate this Agreement for any reason by ceasing to use the Passport service.
6.2 Termination with cause
(a) We may suspend or terminate a User’s right to access Passport with immediate effect:
(1) if your use of Passport presents a security risk or could adversely impacts our systems or services;
(2) if any of the warranties in clause 7.1 are breached;
(3) if you commit any material breach of your obligations under these Passport Terms, and you fail to remedy such breach (if capable of remedy) within 30 days of receipt of notice from us;
(4) if our relationship with any third-party partner who provides technology we use to provide the Passport service expires, terminates or requires us to change the way we provide the Passport service; or
(5) if your use of Passport could subject us or our Affiliates to liability; and/or
(6) if we determine it is necessary to comply with Applicable Law and/or our policies.
6.3 Effect of termination
Termination of these Passport Terms does not affect the rights of the parties which have accrued prior to the termination. Subject to the foregoing, upon termination of your access to Passport or the Passport Terms all your rights under these Passport Terms immediately terminate. If we terminate your access to your Passport Wallet, you may suffer irreversible loss of Digital Assets stored within your Passport Wallet. We may liaise with third parties, including our Affiliates, to terminate any access or material you may have through the Third Party Services which involves a Passport Wallet. Clauses 9, 10, 11 and 14 survive termination.
7. Warranties
7.1 User warranties
(a) You warrant and assure us that:
(1) you are sufficiently experienced and educated in the operation of, and dealing with, digital wallets to make decisions regarding the operation of digital wallets;
(2) you have all necessary experience, resources, certificates, licenses, permits and approvals to procure or create a Passport Wallet, and to meet all other obligations under and in accordance with these Passport Terms and all Applicable Laws;
(3) any Engagement with Passport is undertaken at your own risk and we will not be liable for any Loss of any kind including Consequential Loss and including any loss of Digital Assets from your Passport Wallet arising from any loss of access to your selected authentication and login method (e.g. your email or social accounts), breach of security or unauthorised access or unexpected operation of any smart contracts;
(4) none of the activity in which you Engage with Passport is derived from or for any illegal or unlawful purpose. You will substantiate the source of, or purpose of, interactions with Passport if requested by us;
(5) you are the lawful owner of each Passport Wallet and each Passport Wallet is owned and operated solely for your benefit, and no other person or entity has any right, title or interest in any Passport Wallet, unless otherwise agreed with us in writing;
(6) you have full legal capacity to access Passport in your jurisdiction of residence. If you do not have full legal capacity in your jurisdiction of residence, you can only access Passport with the consent of or under the supervision of your parent or legal guardian;
(7) you have sole control of any third party communication channel used to communicate and interact with Passport and you have secured the password(s) and credentials for accessing that Third Party Service;
(8) you will only use a Passport Wallet for lawful purposes. You warrant you will not do any act that is unlawful or prohibited by any Applicable Laws, including but not limited to any act which would constitute a breach of privacy, or defame or libel us, our employees or any other person;
(9) you will not reverse engineer the code associated with Passport or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or use Passport in a manner that is otherwise detrimental to or in violation of our security protocols;
(10) you will not damage, disrupt, interfere with or misuse a Passport Wallet or Passport services, including by data mining, hacking, data harvesting or scraping, the launching of any automated program or script including web crawlers, web robots, web indexers, bots, viruses or worms or any program, which makes excessive server requests or impairs the operation and/or performance of Passport as determined by us in our sole discretion;
(11) all information supplied by you is true and accurate as at the time it is given, and that any information you provide has been given in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from your Passport Wallet;
(12) as far as you are aware, there are no facts, circumstances or other information which:
(A) you have not fully and fairly disclosed in a manner and to the extent that would allow us to make a reasonable assessment of those facts, matters and circumstances prior to execution of these Passport Terms; and
(B) is of such nature and materiality that a reasonable person, had they been made aware, could not reasonably be expected to offer these services;
(13) you are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (nor which are pending or threatened) that may affect us or your ability to comply with these Passport Terms;
(14) you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Passport Terms;
(15) if requested by us, you will identify and substantiate the source of all funds in your Passport Wallet;
(16) you:
(A) are not subject to sanctions or otherwise designated on any Sanctions List or any other applicable regime; or
(B) are not a person or entity who is a citizen of, resident, incorporated, has a registered office or located in, or accessing Passport from, a Restricted Jurisdiction.
7.2 Continuous warranties
You represent and warrant that each of the warranties in clause 7.1 are true and accurate, and not misleading or deceptive as at the date of these Passport Terms and subject to clause 7.3, on an ongoing basis, and, except as expressly stated, will be true, accurate and not misleading or deceptive.
7.3 Notification
You must disclose to us anything that has or will constitute a material breach of any warranty under clause 7.1, or cause any warranty under clause 7.1 to be untrue or inaccurate, as soon as practicable after you become aware of it.
7.4 Knowledge and awareness
Where a warranty is given ‘to the best of a party’s knowledge, belief or awareness’, or ‘as far as the party is aware’ or with a similar qualification as to the relevant party’s awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party’s directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquiries.
7.5 Mutual warranties
(a) Each party warrants and assures the other party that:
(1) If a legal entity:
(A) it is duly incorporated and validly exists under the law of its place of incorporation; and
(B) it is not subject to an Insolvency Event.
(2) If an individual or a legal entity:
(A) the execution and delivery of this agreement has been properly authorised by all necessary action of each party; and
(B) this agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms by appropriate legal remedy.
7.6 Warranties and Disclaimer
(a) Passport is provided to you strictly on an “as is” and “as available” basis. You acknowledge that:
(1) your use of Passport is at your own risk and may also be subject to the terms and conditions of the websites, products and services of third parties, including our Affiliates;
(2) prior to accepting these Passport Terms, you have been given a reasonable opportunity to examine and satisfy yourself as to the contents of these Passport Terms;
(3) at no time prior to accepting these Passport Terms have you relied on our skill or judgement, and you acknowledge that it would be unreasonable for you to do so.
(b) To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for Consequential Loss caused by breach of any express or implied warranty or condition. In particular, we do not warrant:
(1) that your access to Passport will be free from interruptions, errors or viruses; or
(2) the accuracy, adequacy or completeness of any material, service or interface provided by third parties, including our Affiliates.
8. Fees
8.1 Our fees: while we don’t currently charge fees to Users for the creation of a Passport Wallet, we may, and reserve the right to, impose fees for certain features of Passport in future.
8.2 Other fees: the buying, selling, trading and receiving of Digital Assets may be subject to other fees such as blockchain transaction fees, marketplace fees and other third-party fees. The User is responsible for any such fees.
9. Indemnity and Release
(a) You must indemnify us, our Affiliates, Personnel and licensors (the “Indemnified Parties”) and keep the Indemnified Parties indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which the Indemnified Parties may suffer, sustain or incur arising from, or connected with, a breach of these Passport Terms by you without limitation.
(b) By Engaging with Passport, you agree to release us from any Claims to the fullest extent permitted by law in respect of any Loss or Claim howsoever arising including in respect of your use of Passport, including any Claim for Consequential Loss of any kind.
10. Limitation of liability
10.1 Compliance with laws – No monitoring responsibilities
(a) We will have no Liability or responsibility for your compliance with laws or regulations governing your Engagement with Passport. Further, you are solely responsible for compliance with all applicable requirements of any laws, rules, and regulations of governmental authorities having jurisdiction over your interactions with Passport and/or your business operations generally.
(b) You further acknowledge that neither us nor any of our Personnel is, and will not be, by virtue of providing Passport, an advisor, trustee or fiduciary to you and, given the non-custodial nature of the Passport Wallet, Immutable does not hold your Digital Assets and expressly disclaims any trust in respect of your Digital Assets.
10.2 Third Party Services
We will not be liable for the performance, errors or omissions of third parties or decentralised networks such as, by way of example and not limiting: email account providers, social media account providers, other third party authentication and identity solutions, blockchain networks (whether private/permissioned or public), providers of third party software applications (such as games) that integrate Passport into their applications, telecommunications and other companies not under our reasonable control, third parties providing services to the blockchain industry generally, such as, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), bankings, custody services, market making services and/or third party pricing services.
10.3 No liability for Consequential Loss
Neither party will be liable to the other for any Loss or Claim in the nature of Consequential Loss.
10.4 Our liability
To the maximum extent permitted by law, we do not accept responsibility for any Loss (including Consequential Loss), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:
(a) your use of Passport or any linked services (including interference with or damage to your computer or mobile devices arising in connection with any such use);
(b) Passport being interrupted or unavailable;
(c) errors or omissions from Passport;
(d) any failure or lack of any security measures relating to Passport, or any third party including in relation to the storage or transfer of Digital Assets;
(e) viruses, malicious codes or other forms of interference affecting Passport or any linked services;
(f) your use of or reliance on information contained on or accessed through Passport, the Websites or any linked services, which information may be incorrect, incomplete, inadequate or outdated;
(g) goods or services supplied pursuant to or in any way connected with Passport;
(h) unauthorised access to or use of servers and/or any information stored on them; or
(i) any failure or omission on our part to comply with our obligations as set out in these Passport Terms.
10.5 Specific warnings
You must ensure that your access to Passport is not illegal or prohibited by laws which apply to you in the jurisdiction in which you are located. You agree that you will not rely on any information contained on our Website or Third Party Services or the availability of such information and that any decision you make in relation to Passport will be as a result of your own independent assessment of such information. Even though we intend on providing accurate information, we cannot guarantee that the information on the Websites is accurate, complete or updated, or free from technical inaccuracies or typos.
11. Release
You agree to release us, our Affiliates and licensors from any Claims to the fullest extent permitted by law in respect of any Loss or Claim how so ever arising including in respect of your use of Passport and including any Claim for Consequential Loss of any kind and Loss relating to delays, inaccuracies or incomplete services caused by us or any Third Party Service.
12. Privacy
12.1 We may collect Personal Information about you in order to enable you to access and use the Passport service, to enable you to perform transactions through Passport, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy and Collection Statement.
12.2 We may disclose that information to third party service providers who help us deliver Passport (including information technology service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information we may not be able to provide you with access to the Passport service. In certain circumstances, we may disclose your Personal Information to third parties located, or who store data, outside Australia.
12.3 Our Privacy Policy contains further information about:
(a) how we store and use your Personal Information;
(b) how you can access and seek correction of your Personal Information;
(c) how you can make a privacy-related complaint; and
(d) our complaint handling process.
12.4 By providing Personal Information to us, you acknowledge you have read and understood our Privacy Policy and Collection Statement.
13. Intellectual Property
13.1 All legal rights, title and interest in and to all elements of Passport and the content of Passport (including its “look and feel”, text, graphics (all art, drawings and artistic works), images, logos, icons, photographs, editorial content, films, sound recordings, literary works, software, design, systems, methods, information, computer codes, compilation of content, other codes, data and other material) (“Applicable Intellectual Property”), and all rights in and associated with the Applicable Intellectual Property (including without limitations all copyright, trademarks, service marks and trading names) is owned by us or licensed to us by third parties and protected under Applicable Laws unless subject to an open source licence.
13.2 Other than for the purposes of, and subject to the conditions prescribed under Applicable Laws, and except as expressly authorised by these Passport Terms or in writing by us, you may not in any form or by any means:
(a) modify, copy, adapt, reproduce, store, distribute, transmit, print, display, perform, reproduce, publish, licence, or create derivative works from any part of Passport or the Applicable Intellectual Property; or
(b) commercialise or commercially exploit, transfer, or sell any content, software, information, products, or services obtained from any part of Passport or the Applicable Intellectual Property without prior written approval.
13.3 We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use Passport strictly as allowed by these Passport Terms.
14 General
14.1 Governing law and jurisdiction
These Passport Terms are governed by the laws of New South Wales and Australia. Subject to clause 14.2, the Parties agree to submit any dispute or Claim arising out of, relating to or in connection with the agreement created by these Passport Terms, including it subject matter, or formation, existence, validity or termination, to the exclusive jurisdiction of the courts of New South Wales and the New South Wales division of the Federal Court of Australia and the courts of appeal from them.
14.2 Disputes
Any dispute or Claim relating to these Passport Terms or the provision of Passport, other than a claim for equitable or injunctive relief, will be resolved by binding arbitration. Senior representatives of the parties with authority to settle the dispute will, within five days of a written request from one party to the other, meet in good faith to resolve the dispute. If the dispute is not wholly resolved at the meeting, the dispute shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Rules. The seat of the arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
14.3 Precedence
Where there is inconsistency between these Passport Terms and other content displayed as part of Passport the content of these Passport Terms will prevail to the extent of any inconsistency.
14.4 Notice
Unless a provision of these Passport Terms expressly states otherwise, a notice, consent, approval, waiver or other communication (“Notice”) in connection with these Passport Terms:
(a) by us, may be given: (i) via the Websites; (ii) sending a message to the email address associated with a Passport Wallet; or (iii) using other public communication channels;
(b) by you, may be given by sending a message to support@immutable.com.
14.5 Amendment
We reserve the right to amend these Passport Terms from time to time in our absolute and sole discretion. Amendments will be effective as of the date and time posted to the Websites and your continued use of Passport is deemed acceptance of such amended terms.
14.6 Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Passport Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, Government sanctions or orders, whether known or unknown at the time the parties enter into these Passport Terms) (“Force Majeure Event”).
14.7 Waiver
A provision of these Passport Terms or a right created under it may not be waived except in writing signed by the party granting the waiver.
14.8 Assignment
(a) These Passport Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Passport Terms.
(b) We may assign our rights under these Passport Terms without your consent, including at any time.
14.9 Severance
If any portion of these Passport Terms is void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, that will not invalidate the remaining provisions of these Passport Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
14.10 Entire agreement
These Passport Terms constitute the entire agreement of the parties in respect of the subject matter of these terms and supersede all prior discussions, representations, undertakings and agreements. Neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty, except those expressly set out in these Passport Terms.
14.11 Relationship
Nothing in these Passport Terms constitutes the parties as partners or agents or fiduciaries of the other and no party has any authority to bind the other legally or equitably save as expressly stated in these Passport Terms.
14.12 Taxes
Each party will be responsible, as required under Applicable Law, for identifying and paying all taxes that are imposed on that party or with respect to the transactions contemplated by use of Passport. Users should consult a tax advisor regarding any tax consequences associated with the purchase, sale, trade or receipt of any Digital Assets through the use of Passport.
15. Definitions
In these Passport Terms:
Affiliates means as to any corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity (each a “Person”), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. The term “control” as used herein (including the terms controlling, controlled by, or under common control with) shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.
Consequential Loss includes any Loss or Claim in the nature of consequential, indirect, incidental, punitive, exemplary, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of chance, loss of reputation, loss of use and/or loss or corruption of data, loss of expectations, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Engage or Engages or Engaging or Engagement has the meaning given in clause 2.2.
Insolvency Event means for a given person, that (a) such person admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors, or (b) any proceeding is instituted by or against such person seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, and, in the case of any proceeding instituted against such person, such proceeding remains unstayed for more than thirty (30) days or an order or decree approving or ordering any of the foregoing shall be entered or (c) such person takes any corporate action to authorize any such action.
Passport means a non-custodial wallet and authentication solution.
Passport Wallet means the individual wallet and authenticated identity created by a User for use on our Websites or with our Affiliates or with a Third Party Service.
Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party.
Pre-Approved Transaction has the meaning further described in clause 5.
Restricted Jurisdiction means any comprehensively sanctioned country or a jurisdiction where Users are restricted from using Passport in accordance with Applicable Law.
Third Party Service means online websites, applications or services that we do not own or control, including those of our partners.
