Last Updated: 2/7/2024
Gaxos.ai Inc. Terms of Use
These Terms of Use contain an arbitration provision and class action waiver. Please review the Arbitration section for details.
These Terms of Use (the “Terms”) are a legal agreement between Gaxos.ai Inc. (“Company,” “we,” “our,” “us”) and you, the user, governing your access to and use of: (a) all content and functionalities available on Company’s mobile applications (collectively referred to herein as the “App”), the gaxos.ai, nftgco.com, gaxosgaming.com, gaxos.gg, and gaxos.com websites (the “Site”) and related services to which these terms are applied (collectively with the App and Site, the “Services“).
THIS IS A LEGALLY BINDING CONTRACT. BY ACCESSING OR USING THE SERVICES OR BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU ALSO REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS CONTRACT AND ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES. YOU DO NOT HAVE TO ENTER INTO THESE TERMS, BUT IF YOU DO NOT, YOU WILL NOT BE PERMITTED TO, AND YOU MAY NOT, USE THE SERVICES.
For clarity, “NFTs” are non-fungible tokens, ownership of which are registered on a blockchain. NFTs are associated with digital objects (which may include images and/or other digital works) (“Digital Object(s)”). Except as expressly set forth herein and in the Owner Agreement (defined below), the purchase or acquisition of an NFT does not grant the acquirer ownership, or any other rights, to the Digital Object(s). Any license to use the Digital Object is set forth in the Owner Agreement.
NFT Owner Agreement. As stated above, and except as otherwise stated at the time of purchase, the purchase or acquisition of an NFT is subject to the “Owner Agreement.” By purchasing or otherwise acquiring an NFT (e.g., through player rewards or otherwise) you are agreeing to the terms and conditions set forth in the Owner Agreement. As detailed in the Owner Agreement, while an acquirer may own the token corresponding to an NFT they shall have only a limited license to the Digital Object(s), subject to the terms and conditions set forth therein.
Using NFTs. Specific information about NFTs may be provided in the App. NFT Owners may be able to upgrade, transfer or otherwise use their NFT(s) through use of the Services. You understand and agree that taking certain actions with respect to your NFT may cause a transfer of ownership of your NFT, an alteration or degradation to your NFT, or may cause your NFT to cease to exist. To learn more about the specifics of the gameplay, and how certain choices you make with your NFT(s) may affect the availability or your ownership of the NFT(s), please see the details set forth in the App.
Other Rewards. You may be able to earn other incentives or rewards through the gameplay, including, for example, gifts (collectively, “Rewards”). These are “account bound” rewards, meaning that they remain with your Account and are generally not transferable. That is, you cannot sell or trade individual Rewards. However, you may be able to redeem Rewards as explained in the App. Once redeemed, Rewards will be deleted from your Account. Subject to your compliance with these Terms, you are granted a limited, non-transferable (except as specifically set out in this section), revocable license to use Rewards only for your personal entertainment, in connection with the Services. Your license to use Rewards automatically terminates when these Terms or your Account terminates for any reason. To learn more about the specifics of gameplay, and how you may redeem Rewards, please see the details set forth in the App.
Primary NFT Sales: NFTs may be available for purchase through the Site or Services. In some cases, the purchase of an NFT will be facilitated through a Third Party Platform (as such term is defined below), in which case such purchase will be subject to the applicable platform’s terms and conditions. We are not responsible or liable to you for any transaction on a Third Party Platform. In all cases, the NFT is subject to the Owner Agreement.
Secondary NFT Sales: The Services do not include a secondary NFT marketplace, but you may be able to sell your NFT(s) on a third-party secondary NFT marketplace (each, a “Secondary NFT Marketplace”) subject to the applicable Secondary NFT Marketplace’s terms and conditions. You understand and agree that the Secondary NFT Marketplace is a Third Party Platform (as such term is defined below) and Company is not responsible or liable to you for any transactions on such platform. Any sale(s) of the NFT(s) may be subject to a “Resale Royalty.” Where applicable, the smart contract associated with the NFT is programmed to collect and automatically pay to us the Resale Royalty from the gross proceeds of any sale amount.
Avatar: You may be able to create a personalized avatar for use in connection with the Services. Subject to your compliance with these Terms, you are granted a limited, non-transferable, revocable license to use the avatar only for your personal entertainment, in connection with the Services. Your license to use the avatar automatically terminates when these Terms or your Account terminates for any reason. To learn more about the specifics of creating and using an avatar in connection with the Services, please see details set forth in the App.
Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through prior to your use of that Service. By using that Service, you agree to the Additional Terms. You may be required to accept the terms to use that Service.
You may use the App and Service for your personal use only. You are responsible for your use of the App and Services, and for any use of the Services made using your Account or wallet. Our goal is to create a positive, useful, legal and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Services, you may not:
Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your Account information, including your private key. You are responsible for all activities that occur under your Account and you agree to notify us immediately of any unauthorized access or use of your Account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your Account.
The App and Services may contain links to other websites and online resources solely for convenience. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.
We do not provide, nor have custody or control over, any third party platforms you are interacting with, including without limitation, wallets, blockchains, Secondary NFT Marketplaces, communication channels or other third party platforms or services (collectively, “Third Party Platforms”). You are solely responsible for any transaction you conduct using a Third Party Platform, and we are not responsible or liable for any action or inaction by the third party nor any damage or loss related to your use of any Third Party Platform. You should always read the terms and conditions and privacy policy of a Third Party Platform before using it. Please note that Third Party Platforms, including without limitation, blockchains, may charge fees associated with their respective services (e.g., gas fees).
We enhance and update the App and Services often. We may change or discontinue the Services at any time, with or without prior notice to you.
We reserve the right to not provide the Services to any person. We also reserve the right to terminate any user’s right to access the Services at any time, in our discretion. If you violate any of these Terms, your permission to use the App and Services.
YOU USE THE APP AND SERVICES AT YOUR OWN RISK. THE APP AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONSULTANTS, SUPPLIERS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SERVICES. OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE APP AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FURTHER, COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.
THE NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSACTION THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting NFT transactions, to the extent caused by or related to third-party technology, platforms, services or other functionality, including without limitation any wallets, smart contracts, blockchains or file storage systems.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
You understand and agree that we have set our fees and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, relating to, any actual or alleged breach of these Terms by you or anyone using your Account or wallet. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
Except as set forth below, you and we agree that we will resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.
To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at: Gaxos.ai Inc., 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07006. This letter must be sent at least five (5) days before you initiate an arbitration proceeding against us.
Any party to the arbitration may, at any time more than ten (10) days before arbitration, serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Section of the Terms will survive the termination of your relationship with us.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
These Terms will be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws rules or provisions.
Without altering the arbitration requirement set forth above, in the event any action of whatever nature relating to these Terms, the App, or Services must be filed in a court, we mutually agree that such action may only be filed in the state or federal courts located in New York, New York. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action and agree not to challenge the personal jurisdiction or convenience of the forum.
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms in the App. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Services, you are agreeing to the revised Terms. You may be required to indicate acceptance of the changed Terms to continue use of the Services.
Please print a copy of these Terms for your records and PLEASE check the App frequently for any changes to these Terms.