Last updated: June 2026

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This agreement (this “Agreement”) is entered into by and between NEX Team Inc., a Delaware corporation (“Nex”) and you in connection with your purchase and/ or use of Play Pass to access certain services (e.g. catalog of games) on your Nex Playground.

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If you are accessing Play Pass from a jurisdiction outside the United States, additional terms may apply to you depending on your jurisdiction of residence. Please refer to the jurisdiction-specific annex applicable to your place of residence, as set out below (each a "Jurisdiction Annex"), which supplements this Agreement. In the event of any conflict or inconsistency between the provisions of a Jurisdiction Annex and this Agreement, the Jurisdiction Annex shall prevail to the extent of such conflict or inconsistency. Note that your use and/or access to Nex’s hardware products (e.g. Nex Playground) and Nex’s software products/ services (e.g. games available on Nex Playground) is subject to your acceptance of the respective terms of use of such hardware and software. A copy of such terms is available at https://nex.fun/npgtou and https://nex.fun/terms-of-use respectively.

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1. Play Pass allows you access to a select catalog of games on your Nex Playground (see
   https://www.nexplayground.com/games for details) for the duration you select when you make the purchase starting from the date of your activation of Play Pass. To access the games covered by Play Pass, you will have to first activate Play Pass on your Nex Playground by following the instructions onscreen after you make the purchase. If applicable, you should activate your Play Pass within 1 year of your payment for Play Pass or it may become invalid. One (1) Play Pass is valid to be activated on one (1) Nex Playground only and it cannot be transferred once activated. No refund will be available. Internet connection is required to activate Play Pass, download and access all features of the games. Game number, titles, features, and content may vary over time and by region without any prior notice to you. In particular, availability of certain games and features is conditional upon and subject to Nex's licensing agreements with certain third party intellectual property owners. System software updates may be required from time to time.
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2. If you subscribe to a recurring Play Pass (i.e. anything other than a one-time Play Pass e.g. Play Pass via a POSA card without converting into a recurring Play Pass), your Play Pass will be automatically renewed for successive terms of the same duration that is currently effective. You will be charged at the then-current regular price of Play Pass of such duration (plus applicable taxes) on the date of the said renewal until the recurring subscription is canceled. All fees charged are non-refundable. You will be given notice for any price increase.
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3. You can manage your Play Pass by scanning a QR code on your Nex Playground. If you want to cancel your Play Pass or change the cadence of your Play Pass subscription, you can do so at any time but all cancellation/ change may take as long as 3 business days to become effective. In other words, if you request to cancel your Play Pass or change the cadence of your Play Pass subscription within 3 business days prior to the next billing date, you may still be charged the then current-regular price of the Play Pass subscription for the duration you selected before the said request on the next billing date as if the request has not been made. If you fail to pay for any renewed period of the Play Pass within 3 business days of the billing date, we reserve the rights to terminate your Play Pass immediately without any notice to you.
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4. Unless you acquired your access to a game other than through your Play Pass (e.g. you purchased the game separately), your rights to access to the games covered by the Play Pass will be terminated and your progress and scores in such games may be deleted from our live databases upon the expiration/ termination of the Play Pass. Such game progress and scores may or may not be able to be restored upon any subsequent re-activation of the Play Pass.
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5. IN NO EVENT SHALL NEX (OR OUR LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PLAY PASS. FURTHER, UNDER NO CIRCUMSTANCES WILL NEX BE LIABLE TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) FOR MORE THAN THE AMOUNT YOU HAVE PAID TO US FOR THE PLAY PASS IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID US ANY SUCH AMOUNTS IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE PLAY PASS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT OUR LICENSORS OR OTHER SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE PLAY PASS OR THIS AGREEMENT.
   
   Some jurisdictions do not allow the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitation or exclusion may not apply to you. To the extent that we may not, as a matter of applicable law, limit our liability as set forth herein, our liability shall be the minimum permitted under such applicable law.
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6. Please read this Arbitration Agreement carefully. It is part of your contract with Nex and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. This section does not apply to residents of the province of Quebec and in any other jurisdiction where mandatory arbitrations and class action waivers are prohibited.
   
   (a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by Nex that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Nex, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
   
   (b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Nex should be sent to: NEX Team Inc., 333 W San Carlos St., Suite 600, San Jose, CA 95110. After the Notice is received, you and Nex may attempt to resolve the claim or dispute informally. If you and Nex do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
   
   (c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA"), an established alternative dispute resolution provider (“ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules") governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US$10,000. 00) may be resolved through binding non- appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U. S. Dollars (US$10,000. 00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and location of any oral hearings, which will be within a 100 miles radius of your residence, where feasible, as determined by the arbitrator in its sole discretion. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Nex made to you prior to the initiation of arbitration, Nex will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney's fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
   
   (d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
   
   (e) Time Limits. If you or Nex pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
   
   (f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Nex, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Nex.
   
   (g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Nex in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
   
   (h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
   
   (i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
   
   (j) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
   
   (k) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Nex.
   
   (l) Small Claims Court. Notwithstanding the foregoing, either you or Nex may bring an individual action in small claims court.
   
   (m) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
   
   (n) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the U.S. Computer Fraud and Abuse Act, the Canadian Criminal Code, and similar applicable laws, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
   
   (o) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California, for such purpose.
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7. Severability. If any part or parts of this agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the agreement shall continue in full force and effect.
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8. This Agreement is subject to occasional revision and its latest version (with the revision date stated) will be made available at https://nex.fun/playpass-terms . Any changes to this Agreement will be effective upon public posting of such revisions and without notice to you. We will, however, post a notice of any changes to this Agreement on our web site after the changes are effective. You are responsible for regularly reviewing our web site for changes and notice of any changes. These changes will be effective immediately for new users of Play Pass.
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9. This section does not apply to residents of the province of Quebec. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
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10. For any enquiries/ issues related to the Play Pass and/ or this Agreement, you may contact us by writing to us at the following address:
    
    NEX Team Inc.
    333 W San Carlos St., Suite 600
    San Jose, CA 95110
    Email: hello@nexplayground.com

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ANNEX A: Jurisdiction-Specific Terms – United Kingdom

This United Kingdom Jurisdiction Annex ("UK Annex") supplements and, where inconsistent, takes precedence over the Terms and Conditions for Play Pass above (the "Play Pass Terms") in respect of consumers who are resident in the United Kingdom (England, Wales, Scotland and Northern Ireland).

You have statutory rights under the Consumer Rights Act 2015 ("CRA 2015"), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("CCRs 2013") and other applicable consumer legislation. Nothing in this UK Annex affects your statutory rights.

1. Cancellation Rights (section 1 – amended and supplemented)

The statement in section 1 of the Play Pass Terms stating that "no refund will be available" shall not apply to users resident in the United Kingdom. 

The following is added at the end of section 1 of the Play Pass Terms:

"For users resident in the United Kingdom:

    (a) You have a statutory right to cancel this Agreement within 14 days of entering into it, without giving any reason.

    (b) If, before supply of Play Pass begins, you have expressly consented to the immediate supply of digital content and acknowledged that you will lose your right to cancel once supply has begun, your cancellation right will be lost once you begin accessing Play Pass (e.g. by downloading or streaming games).

    (c) To exercise your right to cancel, you must inform Nex by a clear statement (e.g. by email to hello@nexplayground.com or via the cancellation mechanism available at nex.fun/playpass-cancel).

    (d) If Nex does not provide the required information on your right to cancel (including the conditions, time limit and procedures for exercising it), the 14-day cancellation period will be extended by up to 12 months."
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2. Auto-Renewal and Subscription Management (section 2 – amended)

Section 2 of the Play Pass Terms is deleted and replaced as follows:

"2. Recurring Play Pass

    (a) If you subscribe to a recurring Play Pass subscription, your subscription will be automatically renewed for successive terms of the same duration as your initial subscription period, unless you cancel before the renewal date.

    (b) You will be charged at the then-current regular price of Play Pass for the applicable duration (plus applicable taxes) on the date of renewal. Nex will give you notice of any price increase no less than 30 days before the increase takes effect. If you do not wish to continue at the new price, you may cancel before the new price applies.

    (c) Nex will send you a reminder notice at a reasonable time before each renewal, informing you of the upcoming renewal, the price you will be charged, and how to cancel.

    (d) You may cancel your recurring Play Pass subscription at any time. Cancellation will take effect at the end of your current billing period (i.e. you will retain access until the end of the period you have already paid for). No further charges will be applied after cancellation takes effect."

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3. Cancellation Mechanism (Section 3 – amended)

Section 3 of the Play Pass Terms is deleted and replaced as follows:

"3. Managing Your Play Pass

    (a) You can manage your Play Pass subscription, including cancellation and changes to your subscription cadence, by:

      (i) scanning the QR code on your Nex Playground; or

      (ii) contacting us online at nex.fun/playpass-cancel or by email to hello@nexplayground.com.

    (b) For cancellations made outside the 14-day statutory cancellation period described in paragraph 1 of this UK Annex, cancellation requests will take effect at the end of your current billing period. You will not be charged for any period after cancellation takes effect.

    (c) Nex will confirm receipt of your cancellation request and the date on which your subscription will end.

    (d) If you fail to pay for a renewed period of Play Pass, Nex may suspend your access to Play Pass and, if payment is not received within 14 days of Nex notifying you of the non-payment, Nex may terminate your subscription."

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4. Limitation of Liability (Section 5 – amended)

Section 5 of the Play Pass Terms is deleted and replaced as follows:

"5. Limitation of Liability

     (a) Nothing in this Agreement excludes or limits Nex's liability to you for:

       (i) death or personal injury caused by Nex's negligence;

       (ii) fraud or fraudulent misrepresentation;

       (iii) any breach of the statutory rights implied by the Consumer Rights Act 2015 in respect of digital content or services; or

       (iv) any other liability which cannot be excluded or limited under applicable law.

    (b) Subject to section 5(a) above, and to the extent permitted by applicable law:

        (i) Neither party shall be liable for any unforeseeable losses (i.e. losses that were not an obvious consequence of the breach and were not contemplated by you and Nex at the time the Agreement was entered into); and

        (ii) The total liability of either party to the other under this Agreement shall not exceed the greater of (i) the amounts paid by you for the Play Pass in the 90 days immediately preceding the date on which the claim arose; or (ii) the amounts paid by you for the current subscription period.

    
    (c) If Play Pass causes damage to your device or to other digital content belonging to you, and this results from Nex's failure to exercise reasonable care and skill, you may be entitled to compensation."

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5. Arbitration and Class Action Waiver (Section 6 – disapplied)

Section 6 of the Play Pass Terms (including all sub-clauses (a) to (o)) shall not apply to users resident in the United Kingdom. All disputes, controversies or claims arising out of or in connection with this Agreement shall be subject to the jurisdiction of the courts specified in paragraph 7 of this UK Annex.

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6. Unilateral Variation (Section 8 – amended)

Section 8 of the Play Pass Terms is deleted and replaced as follows:

"8. Changes to this Agreement

    (a)Nex may amend the terms of this Agreement, subject to the following conditions:

1. Nex shall give you reasonable advance written notice (by email to the address associated with your account, or by prominent notice on Play Pass or Nex's website) of any material changes, such notice to be given no less than 30 days before the changes take effect;
2. if you do not agree to any material change, you may terminate this Agreement without penalty by cancelling your Play Pass within such 30-day notice period; and
3. your continued use of Play Pass after the expiry of the notice period shall constitute your acceptance of such changes.

     (b) Nex may make non-material amendments (including corrections of typographical errors or changes that do not adversely affect your rights) without prior notice.

     (c) Nex may amend this Agreement for security, safety, legal or regulatory reasons without prior notice and will provide notice of such amendments as soon as possible."

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7. Governing Law (Section 9 – amended)

Section 9 of the Play Pass Terms is deleted and replaced as follows:

"9. Governing Law and Jurisdiction

This Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the specific jurisdiction of the United Kingdom in which you are resident. The courts of the specific jurisdiction of the United Kingdom in which you are resident shall have exclusive jurisdiction over all disputes, controversies or claims."

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8. Conformity of Digital Content 

The following new section 11 is added:

"11. Quality of Play Pass 

    (a) The games and digital content accessible via Play Pass will be of satisfactory quality, fit for purpose, and as described.

    (b) Where the Play Pass catalogue is modified (including where games are added or removed), the overall service will not be rendered materially different from the service that was described at the point of your subscription.

    (c) If any digital content accessed through Play Pass does not conform to the standards set out above, you may be entitled to the remedies available under the Consumer Rights Act 2015, which include repair (e.g. by patch or update), a price reduction, or termination of the subscription."

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ANNEX B: Jurisdiction-Specific Terms – European Union/ European Economic Area

This European Union Annex ("EU Annex") supplements and amends the main body of the Play Pass terms and conditions (the "Play Pass Terms"), and forms an integral part of the Agreement, in regard to consumers with their habitual residence in the European Union (“EU”) or the European Economic Area (“EEA”).

The EU Annex is complemented by Appendices addressing statutory requirements under particular EU/EEA member state laws ("Country Appendix/Appendices"), namely Germany and the Republic of Ireland. In case of any conflict between provisions of this EU Annex and the main body of the Play Pass Terms, the provisions of the EU Annex shall prevail. In case of any conflict between provisions of the respective Country Appendix with the provisions of the main body of the Play Pass Terms or with the provisions of the EU Annex the provisions of the Country Appendix shall prevail.

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1. Refund and Withdrawal Rights (section 1 – amended)

The statement in section 1 of the Play Pass Terms stating that "no refund will be available" is deleted and replaced as follows :

“Your refund and withdrawal rights are outlined in the Refund Policy at https://www.nexplayground.com/refund”

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2. Refund and Withdrawal Rights (section 2 – amended)

The statement in section 2 of the Play Pass Terms stating "All fees charged are non-refundable” is deleted and replaced as follows:

“Your refund and withdrawal rights are outlined in the <Refund Policy at https://www.nexplayground.com/refund”.

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3. Warranty and Liability (Section 5 – amended)

Section 5 of the Play Pass Terms is deleted and replaced as follows:

“5. Warranty and Liability

    (a) Warranty. We are under a legal obligation to supply Play Pass in conformity with the Agreement. Nex warrants during the term of your subscription that Play Pass meets all subjective conformity requirements as set out in the respective user manual/documentation for NEX Playground for this Agreement, and objective conformity requirements under applicable law, including its functionality, interoperability, and security for the duration of the subscription, always provided that you install within a reasonable time any updates, including security updates that Nex informs you about, in order to keep Play Pass in conformity. Nex will remedy any lack of conformity free of charge within a reasonable period of time following your notice, unless Nex shows that this would be impossible or the related cost would be disproportionate taking into account all relevant circumstances. 

Where a lack of conformity is not remedied by Nex free of charge within a reasonable time and without significant inconvenience to you, or where it is impossible or disproportionate to do so, you are entitled to a proportionate reduction of the subscription fee or to terminate this Agreement with respect to the non-conforming parts of Play Pass. Additional rights may be outlined in related Country Appendices.

For the avoidance of doubt, nothing in this Agreement excludes or limits your statutory rights as a consumer under applicable EU/EEA or national consumer protection law, including the Digital Content Directive (EU) 2019/770.

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    (b) Limitation of Liability. Nothing in this Agreement excludes or limits Nex’s liability to you for: (i) death or personal injury caused by Nex’s negligence; (ii) fraud or fraudulent misrepresentation by Nex; (iii) wilfulness or gross negligence; (iv) any breach of your statutory rights under applicable EU/EEA or national consumer protection law; (v) any other mandatory liability which cannot be excluded or limited under applicable law.

Subject to the foregoing and to the extent permitted by applicable law: (i) Nex shall not be liable for any indirect or consequential loss or damage, loss of profits, loss of data, or costs of procurement of substitute services arising out of or in connection with this Agreement or your use of or inability to use Play Pass, unless such damage is attributable to intent or gross negligence on the part of Nex; and (ii) Nex’s total liability to you under this Agreement shall not exceed the amounts paid by you for Play Pass in the 90 days immediately preceding the date on which the claim arose."

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4. Arbitration and Class Action Waiver (section 6 – deleted)

Section 6 (Arbitration agreement and class action waiver) is deleted in its entirety. 

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5. Amendments (Section 8 – amended)

Section 8 of the Play Pass Terms is deleted and replaced as follows:

“8. Amendments

This Agreement is subject to occasional revision and its latest version (with the revision date stated) will be made available at https://nex.fun/playpass-terms. Nex reserves to amend the terms of this Agreement, or any policies or guidelines governing Play Pass, where necessary due to changes in law, changes in Play Pass, or for changes in circumstances beyond Nex’s reasonable control, or for similar reasons, subject to the following conditions:

    (a) Nex shall provide reasonable advance notice (by email to the address associated with your account, or by prominent notice through Play Pass or Nex’s website) of any material changes, such notice to be given no less than 30 days before the changes take effect;

    (b) if you do not agree to the respective change, you may terminate this Agreement without penalty by ceasing to use Play Pass and deleting your account;

    (c) your continued use of Play Pass after the expiry of the notice period shall constitute your acceptance of such changes.

    (d) Nex may make non-material amendments (including corrections of typographical errors or changes that do not adversely affect your rights) without prior notice.

    (e) Nex may amend this Agreement for security, safety, legal or regulatory reasons without prior notice and Nex will provide notice of such amendments as soon as possible.”

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6. Governing Law (Section 9 – amended)

Section 9 (Governing law and venue) is replaced with:

"9. Governing Law and Jurisdiction

This Agreement is governed by the laws of the EU/EEA member state in which you have your habitual residence. You may bring any claim arising out of or in connection with this Agreement before the competent courts of the EU/EEA member state where you are domiciled. Nex will only bring a claim against you arising out or in connection with this Agreement before the competent courts of the EU/EEA member state where you are domiciled.”

APPENDIX to the EU Annex: Specific Terms for Consumers in Republic of Ireland

This Republic of Ireland Appendix ("ROI Appendix") supplements and amends the main body of the Play Pass Terms, and forms an integral part of the Agreement, in regard to consumers with their habitual residence in the Republic of Ireland.

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1. Limitation of Liability (section 5(b) of the Play Pass Terms, as amended by the EU Annex – further amended) (new section 5(c) added)

Section 5(b) of the Play Pass Terms (as amended by the EU Annex) is deleted and replaced as follows: 

“(b) Limitation on Liability. Nothing in this Agreement excludes or limits Nex's liability to you for: 

    (i) death or personal injury caused by Nex's negligence; 

    (ii) fraud or fraudulent misrepresentation by Nex; 

    (iii) any breach of the statutory rights implied by the Consumer Rights Act 2022 in respect of digital content or services; or 

    (iv) any other liability which cannot be excluded or limited under applicable law.

(c) Subject to subsection (b)(i) to (iv) above, and to the extent permitted by applicable law:

    (i) Nex shall not be liable for any unforeseeable losses. Unforeseeable losses are losses that are unexpected, and it was not obvious that they would arise, and there was nothing you said to us before entering this Agreement that meant that we should have expected them to arise; and 

    (ii) Nex's total liability to you under this Agreement shall not exceed the amounts paid by you for Play Pass in the 90 days immediately preceding the date on which the claim arose.”

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