These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “you”, “your”, or “User”) and Mighty Jaxx International Pte Ltd (also referred to herein as “Mighty Jaxx”, “we”, or “us”), governing your purchase, transfer or use of the X Pass NFT (“X Pass” or “NFT”) offered by Mighty Jaxx or its affiliates, and your redemption of any of the benefits, amenities, offers, awards, products or services (collectively, the “Rewards”) under the X Pass (the X Pass and Rewards, collectively the “Programme”). By participating in the Programme, you agree to be bound by this Agreement and all of the terms incorporated therein, together with any additional conditions, terms of service, privacy policies, and FAQs made available through the Mighty Jaxx mobile app or the relevant X Pass purchase page (the “Mighty Jaxx Terms of Service”). Where the X Pass or any of its associated Rewards are offered by Mighty Jaxx in conjunction with an affiliate or partner entity, you also agree to be bound by the relevant terms and conditions of the affiliate or partner entity (the “Partner Terms”), and such Partner Terms are hereby incorporated into this Agreement by reference. In the event of any conflict between the terms of this Agreement and the Partner Terms or Mighty Jaxx Terms of Service, the Partner Terms or Mighty Jaxx Terms of Service shall prevail. Mighty Jaxx or its affiliates or partners may change the terms of this Agreement, the Mighty Jaxx Terms of Service, or their Partner Terms at any time, or add new terms and conditions, in our sole discretion. Your continued ownership of an X Pass or participation in the Programme constitutes your acceptance of such changes.
Participation in the Programme is available to any individual who:
- Possesses the requisite legal authority to agree to, and be bound by, the terms and conditions of this Agreement, the Mighty Jaxx Terms of Service, and the Partner Terms;
- Resides in a jurisdiction which legally permits the purchase, possession and use of NFTs, and your participation in the Programme;
- Is not a resident of any country subject to any sanctions programmes administered by OFAC, the United Nations Security Council, or the European Union;
- Is not a person, or controlled by a person, listed in any sanctions-related list of designated persons maintained by OFAC, the United Nations Security Council or the European Union;
- Provides valid and accurate personal information when registering his or her account with Mighty Jaxx;
- Has not previously been terminated from the Programme, or had his or her membership account previously terminated by Mighty Jaxx;
TRANSFERS OF YOUR X PASS
You have the limited right to auction, sell, trade, gift, transfer or otherwise dispose of (in each case, a “Transfer”) your X Pass on the Mighty Jaxx Marketplace mobile app or a third-party platform, provided that: (i) the transferee accepts all of the terms of this Agreement, the Mighty Jaxx Terms of Service, and/or the Partner Terms, as applicable; (ii) Mighty Jaxx is entitled to collect a royalty on the gross amounts paid by such party for the NFT and such payment shall be paid on the same terms and at the same time as you are paid; (iii) You have not prior to the transfer breached this Agreement, the Mighty Jaxx Terms of Service, and/or the Partner Terms; and (iv) prior to the transfer your X Pass, your Mighty Jaxx membership has not been terminated. You acknowledge and agree that the foregoing amounts payable to Mighty Jaxx hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which you are transferring the NFT.
However, in no event may you Transfer any fractionalised interest in the X Pass. Each User understands and agrees that each X Pass will constitute a unitary asset. In addition, Users shall not transfer their X Pass to any transferee to who is not eligible for the Programme, per the eligibility criteria set out above.
Under no circumstances shall Mighty Jaxx be liable for any additional fees imposed or required by the third-party platform through which you may Transfer the X Pass.
You understand that Mighty Jaxx has no control over transactions on the relevant blockchain network, nor does Mighty Jaxx have the ability to reverse or refund any payments or transactions relating to the X Pass. Mighty Jaxx has no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via any third-party platforms, or otherwise via the relevant blockchain network.
REDEEMING YOUR REWARDS
All Rewards under the Programme are subject to availability and may be changed or removed by Mighty Jaxx, or the relevant affiliate or a partner, at any time without prior notice to you. The X Pass and any of the corresponding Rewards cannot be redeemed or exchanged for cash or any other rewards. We reserve the right to terminate your X Pass or Mighty Jaxx membership in the event of any breach of these terms, or in the event of any actual or suspected fraudulent or unlawful activity. If the X Pass or Programme is terminated, or if an individual User’s X Pass or Programme is terminated, all unredeemed Rewards will be forfeited without any further obligation, and no claims for Rewards will be honoured after such termination.
In the event that any of the Rewards are delivered by an affiliate or partner, you understand and agree that Mighty Jaxx has no control over the manner, timing, or quality of such delivery, and accordingly makes no representations or warranties as to the delivery of such Rewards, and disclaims any liability in relation to such Rewards.
OWNERSHIP OF X PASS AND ARTWORK
When you purchase an X Pass, you acknowledge and agree that Mighty Jaxx or, as applicable, its licensors, owns all legal right, title and interest in and to any art, animation, graphics, images, designs, and/or drawings (“Artwork”) that may be associated with the X Pass, as well as any Intellectual Property Rights associated with the X Pass. For the purposes of this Agreement, Intellectual Property Rights means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights, including the Artwork, patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world.
The rights that you have in and to X Pass and the Artwork are limited to those expressly stated in this Agreement. Mighty Jaxx and its licensors reserve all rights and ownership in and to the Artwork and any Intellectual Property Rights comprised in the X Pass not expressly granted to you under this Agreement.
All purchases of X Passes, as well as associated charges (including gas and platform fees), are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the X Pass, any disruption to the operations of any components of the X Pass, or for any other reason whatsoever.
RIGHTS TO ARTWORK
You acknowledge and agree that the Artwork associated with the X Passes are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement, Mighty Jaxx or licensors, as the case may be, grants you a worldwide, non-exclusive, non-transferable (except as specifically provided in accordance with this Agreement), royalty-free licence to display the Artwork for your X Pass, solely for your own personal, non-commercial use.
If you Transfer your X Pass, such license shall automatically be deemed transfered to any subsequent transferee of such X Pass.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Mighty Jaxx in each case: (i) modify the NFT, the Artwork, or any other Intellectual Property Rights comprised in the NFT, in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the NFT, any Intellectual Property Rights comprised in the NFT, or the Artwork to advertise, market, or sell any product or service; (iii) use the NFT, any Intellectual Property Rights comprised in the NFT, or the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (iv) use the NFT, any Intellectual Property Rights comprised in the NFT, or the Artwork in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the NFT, any Intellectual Property Rights comprised in the NFT, or the Artwork,; (vi) attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the NFT, any Intellectual Property Rights comprised in the NFT, or the Artwork; or (vii) otherwise utilize the Artwork or any Intellectual Property Comprised in the NFTs for your or any third party’s commercial benefit.
DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.
ALL NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIGHTY JAXX AND ITS AFFILIATES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL MIGHTY JAXX OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, THE OFFERING, OR ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE NFT OR THE OFFERING, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET AND/OR ANY OTHER THIRD-PARTY PLATFORM OR NETWORKS. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIGHTY JAXX’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL SUM PAID DIRECTLY BY YOU TO MIGHTY JAXX OR ITS AFFILIATE FOR THE APPLICABLE NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
ASSUMPTION OF RISK
As noted above, the NFTs are made available solely for entertainment purposes. You agree that you assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as the NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, including your NFT, and there is no guarantee that your NFT will have or retain any value; (B) the commercial or market value on an NFT that you purchase or redeem may materially diminish in value as a result of a variety of things such as negative publicity in connection with the Mighty Jaxx brand; (C) there are risks associated with using Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and neither Mighty Jaxx nor its Affiliates will be responsible for any of these, however caused; (D) Mighty Jaxx and its Affiliates do not make any promises or guarantees about the availability of the NFT or the Artwork on the Internet or at any specific location and/or for any specific period of time; (E) upgrades to the relevant blockchain platform, a hard fork or other change in the relevant blockchain platform, a failure or cessation of the relevant blockchain platform, or a change in how transactions are confirmed on the relevant blockchain platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation the NFTs; (F) Mighty Jaxx and its Affiliates do not make any promises or guarantees related to the relevant blockchain platform, any third-party wallet, Mighty Jaxx’s own networks, blockchain or any other third parties related to this Offering, purchase or redemption, and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to the NFT due to loss of private key(s), custodial error or user error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties; (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not backed by any government; and (M) Mighty Jaxx and its Affiliates are not responsible for any transaction between you and a third party (e.g., your transfer of an NFT from or to a third party on the so-called “secondary market”), and neither Mighty Jaxx nor its Affiliates shall have any liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to purchase or redeem the NFT and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Mighty Jaxx and its Affiliates cannot and do not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the NFT, or its supporting systems or technology, will be corrected. Mighty Jaxx and its Affiliates cannot and do not represent or warrant that the NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that Mighty Jaxx and its Affiliates will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience related to any Offering, purchase or redemption.