Terms and Conditions
some.place Platform Terms and Conditions
These Terms are between you and IRL Space Pty Ltd ACN 640 276 768 (some.place).
These are the terms on which some.place permits Users (referred to as you or your) to:
(a) access and use some.place's platform as further specified here (Platform) including using the services and functionality made available through the Platform;
(b) view and interact with any content, Information, communications, advice, text or other material displayed on the Platform (collectively, Platform Content);
(c) use, own, buy and sell unique virtual assets such as virtual clothing, accessories, art, tools and collectibles (Non-Fungible Tokens or NFT's) which are available on the Platform and/or included by you for use in the Platform;
(d) upload content, including pictures, photographs, graphics, Information, comment, content, communications, text or other material (User Content) to the Platform; and
(e) communicate with some.place.
You agree to be bound by these Terms when you use, browse or access any part of the Platform, which may be made available by some.place through its website or through an application (the some.place App). If you do not agree with these Terms, then you must cease using the Platform.
some.place may change the Platform at any time without notice. some.place may change these Terms from time to time, including to take account of new Laws, products, technology or functionality. If some.place does so, then some.place will post the updated Terms on the Platform. Your use of the Platform will be governed by the most recent Terms posted on the Platform. By continuing to use the Platform, you agree to be bound by the most recent Terms.
1. Definitions and Interpretation
Account has the meaning given to that term in clause 2.1.
ACL means Australian Consumer Law being Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Affected Obligations means any obligations of a Party under these Terms, but excludes, in your case, your obligations to pay any fees or charges, or any other amounts (including under an indemnity), under these Terms.
Affected Party means a Party that is prevented from or delayed in performing one or more of its Affected Obligations under these Terms as a direct result of a Force Majeure Event.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia.
Claim includes a claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award or loss, whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a Party, Third Party or otherwise.
Confidential Information means:
(a) Information that at the time of disclosure by a Disclosing Party is identified to the Receiving Party as being confidential; and
(b) all other Information belonging or relating to a Disclosing Party, or any affiliate of that Disclosing Party, that is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential or secret to that Disclosing Party or any affiliate of that Disclosing Party.
Disclosing Party means the Party disclosing Confidential Information.
Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute in the relevant jurisdiction.
Information means any information, whether oral, graphic, electronic, written or in any other form, including:
(a) forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know-how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;
(b) copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
(c) samples or specimens disclosed by either Party.
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
(a) patents, inventions, designs, copyright, trade marks, brand names, product names, domain names, database rights, rights in circuit layouts, plant breeder's rights, know how, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
(b) any application or right to apply for registration of any of these rights;
(c) any registration of any of those rights or any registration of any application referred to in paragraph (b); and
(d) all renewals, divisions and extensions of these rights.
Law means in any jurisdiction that is applicable to this Agreement:
(a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject;
(b) the common law and the law of equity as applicable to the Parties from time to time;
(c) any binding court order, judgement or decree;
(d) any applicable regulation, industry code, policy or standard enforceable by law; or
(e) any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any Government Agency having jurisdiction over a Party or any of that Party's assets, resources or business.
Loss means any loss, damage, cost or expense.
Party means you or some.place.
Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal data, personal information, sensitive information or any equivalent or analogous term in the relevant Privacy Laws.
Privacy Law means any applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body which relates to privacy, data protection or health information, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles under that Act, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), and any national, federal, state or local Law from time to time in force which relates to or affects privacy or data protection rights or Personal Information in any applicable jurisdiction.
Receiving Party means the Party receiving Confidential Information.
Terms means these agreed terms.
Third Party means any person other than some.place or you.
User means any person who accesses and uses the Platform or Platform Content.
In these Terms, unless the context requires otherwise:
(a) the singular includes the plural and vice versa;
(b) a gender includes the other genders;
(c) the headings are used for convenience only and do not affect the interpretation of these Terms;
(d) other grammatical forms of defined words or expressions have corresponding meanings;
(e) a reference to a document includes the document as modified from time to time and any document replacing it;
(f) a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
(g) if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;
(h) the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;
(i) the word "month" means calendar month and the word "year" means 12 months;
(j) the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;
(k) a reference to a thing includes a part of that thing;
(l) a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re‑enacted or replaced from time to time;
(m) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";
(n) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body;
(o) any agreement, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and severally; and
(p) any agreement, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and severally.
2.1 In order to access the Platform you will have to register as a User, and you will be required to obtain a some.place account (Account) by providing all of the Information required at registration.
2.2 When creating your Account, you become a User and warrant that you are of legal age to form a binding contract with some.place and have the necessary capacity to enter into a binding legal contract, and that all Information you have provided is true, accurate and complete. You must provide an email address or phone number that you own or control.
2.3 If you are creating an Account for the purpose of uploading User Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that User Content in accordance with these Terms.
2.4 You will be fully responsible for all acts and omissions of any person using your password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your password, let anyone else access your Account or do anything that would risk the security of your Account. some.place will not in any event be liable for any Loss or Claims arising out of the use or misuse of your password and Account, and you will indemnify some.place against all Loss and Claims in this regard.
2.5 You must notify some.place immediately if you become aware of any unauthorised access or use of your Account.
2.6 You agree that you will not create more than one personal Account and if some.place disables or terminates your Account for any reason, you will not create another one without some.place's permission, whether through the use of your own personal details or those related to you or created by you.
2.7 some.place reserves the right to refuse registration of, or cancel, any Account, at its sole discretion.
2.8 some.place may refuse, suspend, cancel, or reject your registration as a User (and your Account) if your User Content uploaded via your Account:
(a) involves any of the prohibited uses as set out in clause 7; or
(b) is otherwise deemed inappropriate in some.place's absolute discretion.
3. Platform Content
3.1 You acknowledge that, as between the Parties, some.place owns and operates the Platform. some.place may change the Platform at any time, including to add or remove functionality or features at its sole discretion. some.place may also cease providing the Platform, or any part of it, at any time, without any liability, but will notify you in such circumstances.
3.2 some.place does not warrant or make any representations as to any Third Party products or services described or referred to on the Platform. Any use of the Platform Content, materials or Information by another person or organisation is at your own risk.
3.3 The Platform Content on the Platform is obtained and developed from a variety of sources, including collaborations with Third Parties and Information provided by Third Parties under licence. Inclusion of Platform Content on the Platform is not an endorsement of any organisation, product, service or advice.
3.4 As between the parties, some.place owns all rights, title and interest, including Intellectual Property Rights, in and to the Platform and Platform Content.
3.5 The Platform and Platform Content may also contain some.place's, or its affiliates', trade marks, logos and trade names, which may be registered or otherwise protected by Law. You are not permitted to use any trade marks, logos or trade names appearing on the Platform or Platform Content.
3.6 some.place grants you a personal, non-exclusive and non-transferable license to use the Platform and Platform Content solely for your own personal use and not for any other purpose, subject to the restrictions specified elsewhere in these Terms. It is not to be otherwise used for commercial exploitation.
3.7 If you have a complaint regarding any Platform Content, some.place's sole obligation will be to review any written complaint notified to some.place. If some.place sees fit, some.place may modify or remove the particular Platform Content at its sole discretion.
4. User Content
4.1 When you use the Platform, you may upload User Content in accordance with these Terms.
4.2 Any User Content you upload to the Platform:
(a) may be accessed and viewed by the public; and
(b) can be used by some.place in accordance with the licence terms set out in clause 4.4.
4.3 You agree to be solely responsible for any User Content that you upload to the Platform. You warrant and represent that any User Content you upload to the Platform will not violate these Terms.
4.4 You retain all Intellectual Property Rights in the User Content you upload to the Platform. By uploading the User Content, you grant some.place a perpetual, non-exclusive, royalty free, irrevocable, transferable and worldwide licence (including the right to sub-license) to:
(a) use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works, the User Content, at any time in the future in any form and for any purpose (including promotion or advertising use in the future);
(b) permit any person to assist some.place to do any of the things referred to in paragraph (a) above; and
(c) sublicense any of the rights described in paragraphs (a) or (b) to any person.
4.5 You consent to your User Content being altered, edited or adapted by some.place for any reason including to ensure your User Content does not infringe these Terms. To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the User Content, by agreeing to these Terms, you provide an irrevocable and unconditional consent in favour of some.place, its successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your User Content (whether or not currently in existence) to:
(a) perform, exhibit, reproduce, adapt and communicate any part of your User Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that User Content;
(b) do any act or omission that would constitute a derogatory treatment of your User Content;
(c) make any use of your User Content that may falsely attribute authorship of the User Content to another person;
(d) delete or adapt or change any of your User Content in any way, including by addition to or subtraction from your User Content; or
(e) combine or juxtapose your User Content with anything else.
4.6 Where the User Content uploaded by you to the Platform contains material from Third Parties, you warrant that you have obtained the moral rights consents described in clause 4.5 from such Third Parties.
4.7 some.place may access or examine any User Content and monitor, move, remove, block, modify, edit, refuse to upload or disable access to User Content which some.place considers, at its sole discretion, to breach any Law or these Terms or to be otherwise unacceptable.
4.8 You acknowledge that some.place:
(a) has no responsibility or liability for the deletion or failure to store any User Content uploaded by you or any other User on the Platform; and
(b) is not responsible for any User Content uploaded to the Platform by you or any User, nor is some.place under any obligation to monitor, move, remove, block, modify, edit, refuse to upload or disable access to it.
4.9 You represent and warrant that:
(a) you own the User Content or have the necessary licences, rights, consents and permissions to publish the User Content you upload on the Platform;
(b) you have the right and power to grant the licence contained in clause 4.4 to some.place;
(c) the User Content uploaded by you, and the exercise of our rights in respect of that User Content, does not and will not infringe the rights, including Intellectual Property Rights, of any Third Party; and
(d) you will not upload User Content that will cause you to breach these Terms.
4.10 You understand that some.place does not guarantee any confidentiality with respect to any User Content you upload to the Platform.
4.11 You acknowledge and agree that some.place is under no obligation to take legal action in relation to commencing, defending, enforcing, settling or compromising (as appropriate) any infringement, claim or action relating to your Intellectual Property Rights in User Content.
5.1 some.place may from time to time provide, or appoint a Third Party to provide, functionality to buy, sell or swap NFT's. Such Third Parties include:
(a) secondary NFT marketplaces (e.g. https://viv3.com/);
(b) payment providers (e.g. https://www.moonpay.com/); and
(c) crypto wallets (e.g. https://blocto.portto.io/en/).
5.2 If you come to own an NFT in the Platform, such NFT is your User Content for the purposes of clause 4 and does not constitute Platform Content. Additionally, in such circumstances:
(a) this transaction will be irrevocably stored on blockchain; and
(b) you may retain such NFT's on termination, including under clause 15.
5.3 You acknowledge and agree that some.place is not liable or responsible for any Loss suffered or otherwise incurred by you or any other person with respect to your NFT's. some.place will treat the blockchain as the sole source of truth and is not responsible for any errors associated therein.
6. Access and Communication
6.1 To the extent permitted by applicable Law, some.place does not warrant that you will have continuous access to the Platform Content or the Platform.
6.2 some.place will not be liable if the Platform Content or Platform is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
6.3 some.place does not guarantee the delivery or security of communications over the internet as such communications rely on Third Party service providers, and electronic communication (including electronic mail) is vulnerable to interception by Third Parties.
6.4 some.place does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Platform and accept no responsibility for any direct or indirect Loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.
7. Prohibited Uses
7.1 You agree that in accessing and using the Platform, you will not engage or attempt to engage in any activities that:
(a) download (other than page caching), transmit, copy, store, reformat or otherwise modify any element of the Platform or Platform Content;
(b) impersonate or falsely claim to represent a person or organisation;
(c) are commercial, including selling, marketing, advertising or promoting goods or services, except to the extent expressly permitted by these Terms;
(d) copies, modifies or transmits any part of the Platform or Platform Content;
(e) frame the Platform or the Platform Content without some.place's express written consent;
(f) post, link to, or otherwise communicate or distribute any misleading, deceptive, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or Information, or otherwise use the Platform in a manner which is unlawful or would infringe the rights of another person including any Intellectual Property Rights;
(g) bypass (or attempt to bypass) any security mechanisms imposed by the Platform;
(h) provide access or links to any material (including links to peer to peer network trackers/beacons) which may infringe the Intellectual Property Rights of another person;
(i) delete or alter or attempt to delete or alter attributions, legal notices, trademarks or copyright marks on any material contained in the Platform;
(j) knowingly post, introduce or transmit, or permit the posting, introduction or transmission of a virus, worm, Trojan horse, malware, spyware, disabling or malicious device or code, time bomb, or any other software or hardware or configuration that may cause harm or change to the Platform;
(k) breach or circumvent any applicable Laws in using or accessing the Platform;
(l) damage or tamper with the operation of the Platform Content; and
(m) use the Platform or Platform Content in a manner which is unlawful or would infringe the rights of another person, including any Intellectual Property Rights.
8. Links and advertisements
8.1 The Platform may contain links to Third Party websites (including other metaverses). some.place has not reviewed all of the relevant Third Party websites linked on the Platform and is not responsible for and will not be liable in respect of their content or accuracy (including websites or metaverses linked through advertisements). some.place provides those links as a ready reference for searching for Third Party goods and services on the internet and not as an endorsement, support or sponsorship of those metaverses or websites, their operators, the goods, services or content that they describe.
9.1 During the "Beta" phase of the Platform, no fees or charges will be payable by you other than in respect of NFT's. You will be notified of any applicable fees and/or purchase terms for such NFT's at the time of the purchase or swap. We will let you know before we introduce or change any fees or charges.
9.2 We may also provide you access to a secondary marketplace for purchase, sale or trade of NFT's. Your use of any such marketplace will be governed by the marketplace's own terms and is a direct relationship between you and the marketplace. You agree and acknowledge that some.place is in no way liable for anything arising out of your access to and use of a secondary marketplace.
10.1 Obligations of confidentiality
Subject to clauses 10.2, the Receiving Party must:
(a) keep the Confidential Information confidential and not directly or indirectly disclose, divulge or communicate any Confidential Information to, or otherwise place any Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
(b) take all reasonable steps to secure and keep secure all Confidential Information coming into its possession or control;
(c) only use the Confidential Information for the purposes of performing, and to the extent necessary to perform, its obligations under these Terms;
(d) not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under these Terms; and
(e) take all reasonable steps to ensure that any person to whom the Receiving Party is permitted to disclose Confidential Information under clause 10.2 complies at all times with the terms of this clause 10 as if that person were a Receiving Party.
The obligations of confidentiality under clause 10.1 do not apply to:
(a) any Confidential Information that:
(i) is disclosed to the Receiving Party by a Third Party entitled to do so, whether before or after the date of these Terms;
(ii) was already lawfully in the Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or
(iii) is generally available to the public at the date of these Terms or subsequently becomes so available other than by reason of a breach of these Terms; or
(b) any disclosure of Confidential Information by the Receiving Party that is necessary to comply with any court order or applicable Law if, to the extent practicable and as soon as reasonably possible, the Receiving Party:
(i) notifies the Disclosing Party of the proposed disclosure;
(ii) consults with the Disclosing Party as to its content; and
(iii) uses reasonable endeavours to comply with any reasonable request by the Disclosing Party concerning the proposed disclosure.
10.3 Authorised disclosure
(a) A Receiving Party may disclose Confidential Information to any affiliate, employee, agent, contractor, officer, professional adviser, banker, auditor or other consultant of the Receiving Party (each a Recipient) only if the disclosure is made to the Recipient strictly on a "need to know basis" and, prior to the disclosure:
(i) the Receiving Party notifies the Recipient of the confidential nature of the Confidential Information to be disclosed; and
(ii) the Recipient undertakes to the Receiving Party (for the benefit of the Disclosing Party) to be bound by the obligations in this clause 10 as if the Recipient were a Receiving Party in relation to the Confidential Information to be disclosed to the Recipient.
(b) The Receiving Party is liable for any breach of this clause 10 by a Recipient as if the Recipient were a Receiving Party in relation to the Confidential Information disclosed to the Recipient.
10.4 Breach of Confidence
You must promptly notify some.place if you become aware of any unauthorised access, use or disclosure of all or any part of some.place's Confidential Information and must give some.place all reasonable assistance in connection with any claim which it may institute in connection with that unauthorised access, use or disclosure.
10.5 Return or destruction of Confidential Information
Immediately on some.place's written request, you must:
(a) cease the use of all Confidential Information of or relating to some.place (or any affiliate of some.place);
(b) deliver to some.place all documents and other materials in your possession or control containing, recording or constituting that Confidential Information or, at some.place's option, destroy, and certify to some.place that it has destroyed, those documents and materials; and
(c) upon delivery of the Confidential Information under clause 10.5(b), permanently delete that Confidential Information from all electronic media on which it is stored, so that it cannot be restored.
11.3 If you are located outside of Australia, you acknowledge and agree that by submitting Personal Information to some.place, that Personal Information may be transferred or disclosed to some.place in Australia in connection with some.place's provision of the Platform and Platform Content and performance of these Terms. By providing Personal Information to some.place, you warrant to some.place that you are authorised to distribute that Personal Information to some.place, and that you are not breaching any applicable Privacy Laws, or causing some.place to breach any applicable Privacy Laws, as a result of such transfer or disclosure.
12. Warranties, Consumer Guarantees and Limitation of Liability
12.1 some.place has used its best endeavours to ensure all Information, graphics, audio and video and other items appearing on the Platform are correct and up-to-date at the time of publication. some.place does not represent or warrant:
(a) that the Platform is continuous or free from any errors or defects;
(b) the accuracy or completeness of the Platform Content; or
(c) that the Platform will meet your requirements or is fit for a particular purpose or any particular outcome that you intend to achieve.
12.2 Subject to clause 13.2, any representation, warranty, condition, guarantee or undertaking that would be implied in these Terms by Law, trade, custom or usage is excluded to the maximum extent permitted by Law.
12.3 some.place is not liable to you for any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, economic loss, loss of business opportunity, loss of data, loss of reputation or loss of revenue (irrespective of whether the loss or damage is caused by or relates to breach of contract, tort (including negligence), statute or otherwise) arising out of or in connection with the Platform, the Platform Content or all links to or from the Platform.
12.4 Subject to this clause 12, some.place's maximum aggregate liability for all proven Losses and Claims arising out of or in connection with these Terms or the use of the Platform, including liability for breach, in negligence or in tort or for any other common law or statutory action, is limited to the sum of $10.
13. Australian Consumer Law
13.1 If you are in Australia, the terms of this clause 13 will apply.
13.2 Under the ACL, if you enter into an agreement to purchase goods or services from some.place which cost less than $100,000 or are normally acquired for personal, domestic or household use and, in the case of goods, the goods are not re-supplied by you, certain consumer guarantees apply to those goods and services (Consumer Guarantees). Consumer Guarantees apply regardless of any other provision in these Terms.
13.3 If the services (including the Platform) that some.place supplies to you under these Terms fail to meet a Consumer Guarantee, then you may have rights against some.place, such as the right to a repair, replacement or a refund. some.place may also choose how it remedies such failure in certain instances. In other instances, you may choose how the failure should be remedied.
13.4 Nothing in these Terms excludes, restricts or modifies any right or remedy, including Consumer Guarantees, that you may have under the ACL or any other applicable Law in relation to the services (including the Platform) that we supply under these Terms that cannot be excluded, restricted or modified by agreement.
You agree and acknowledge that you will fully indemnify some.place in respect of all Loss (including legal fees on a full indemnity basis) and Claims howsoever arising, whether at common law (including negligence) or under statute, in connection with:
(a) your wrongful, wilful or negligent act or omissions;
(b) any Third Party allegation that your User Content infringes that Third Party's Intellectual Property Rights;
(c) your NFT's included by you in the Platform; or
(d) your use of Third Party websites linked to the Platform.
15. Termination of your access to the Platform
15.1 some.place may at any time immediately suspend, cancel or terminate your access (including restricting access) to the Platform or any feature of the Platform for any reason (including due to your breach or alleged breach of these Terms) at its sole discretion and without prior notice.
15.2 This paragraph 15.2 and paragraphs 5, 10, 11, 12, 14 and 18 will survive termination of your access to the Platform in accordance with paragraph 15.1 and will continue to some.place's benefit and be enforceable by some.place.
16. International Use
16.1 some.place makes no representation or warranty that any competition, offering or content accessible through the Platform is appropriate or available for use in locations outside Australia or the USA. If you choose to access the Platform from other locations, you do so at your own risk and are responsible for compliance with all applicable Laws. You are not authorised to access the Platform from any location where doing so would be illegal.
16.2 The terms of the United Nations Convention on Contracts for the International Sale of Goods and any subsequent revision or replacement thereof do not apply and are expressly excluded in respect of these Terms.
17.1 some.place may contact you from time to time to provide you with Information, advertisements, marketing material, promotional material or other similar material that may be of interest to you in respect of products or services some.place may offer its customers.
17.2 By accepting these Terms, you consent to some.place using your details to contact you in respect of such Information, advertisements, marketing, promotional material or other similar material. If you do not wish to receive marketing, advertisements, promotional material or other similar material from some.place, you may opt out by contacting some.place in accordance with clause 20.
18.1 Entire understanding
These Terms contains the entire understanding between the Parties concerning the subject matter of these Terms and supersedes, terminates and replaces all prior agreements and communications between the Parties.
18.2 No adverse construction
These Terms, and any provision of these Terms, are not to be construed to the disadvantage of a Party because that Party was responsible for its preparation.
18.3 No waiver
(a) A failure, delay, relaxation or indulgence by a Party in exercising any power or right conferred on the Party by these Terms does not operate as a waiver of that power or right.
(b) A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under these Terms.
(c) A waiver of a breach does not operate as a waiver of any other breach.
Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.
18.5 Third party beneficiaries
No third-party beneficiary relationships are created by these Terms. Unless otherwise expressly identified, nothing in these Terms confers or is intended to confer on, any person other than the Parties and the respective successors or permitted assigns of the Parties, any rights, remedies, obligations or liabilities.
18.6 Anti-Bribery and Anti-Corruption Laws
Neither Party will engage, in connection with any actions or activities associated with these Terms or the relationship between the Parties, in any unlawful trade practices or any other practices that violate, or may violate, any Law in relation to anti-bribery, anti-corruption, money laundering, fraud or similar activities, including the US Foreign Corrupt Practices Act or the UK Bribery Act (2010). Each Party must not give or offer to give or authorise to give to any person, or request or accept or authorise the request or acceptance of, directly or indirectly, any gratification, including any gift or consideration of any kind, facilitation payments, or anything of value in whatever form (including cash, cash equivalents like gifts, services, employment offers, loans, travel and entertainment, charitable donations, sponsorships, business opportunities, favourable contracts or giving anything even if nominal in value) from or to anyone (including government or corporate officials or agents) as an improper inducement or reward for doing or not doing, or for having done or not done, any action or the exercise of influence. To the extent permitted by Law, you must promptly inform us of any official investigation with regards to alleged breaches of the above Laws that are related in any way to these Terms.
18.7 Force Majeure
(a) Subject to paragraph (b), where any failure or delay in the performance of obligations under these Terms is caused, directly or indirectly, by a Force Majeure Event:
(i) the Affected Party must as soon as practicable, give the other Party notice of that fact;
(ii) the Affected Party is not liable for that failure or delay in respect of the Affected Obligations;
(iii) Affected Obligations under these Terms are suspended, to the extent to which they are affected by the relevant Force Majeure Event, for the duration of the Force Majeure Event; and
(iv) if the Force Majeure Event continues for more than 60 consecutive days and while it continues, any Party other than the Affected Party may, at its sole discretion, terminate these Terms by giving notice to the Affected Party.
(b) Paragraph (a) does not limit or qualify your obligation to pay any fees or charges, or any other amounts (including under an indemnity), under these Terms.
18.8 Contra Proferentum
Any rule of construction that a document shall be construed against the drafting party, including the doctrine known as contra proferentem, will not apply to these Terms.
18.9 Successors and assigns
These Terms bind and benefit the Parties and their respective successors and permitted assigns under clause 18.10.
18.10 No assignment
You cannot assign or otherwise transfer the benefit of these Terms without some.place's prior written consent. some.place is permitted to assign or otherwise transfer the benefit of these Terms without your prior consent.
18.11 Communication and Notice
You consent to some.place contacting you by electronic means including through email or SMS.
18.12 Governing Law and jurisdiction
These Terms are governed by and must be construed in accordance with the Laws in force in the State of New South Wales, Australia. Each Party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service process and other applicable procedural rules of, the State of New South Wales, Australia. Each Party irrevocably submits to the sole and exclusive jurisdiction of the courts of the State of New South Wales, Australia and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance or subject matter, including any action, suit or proceeding brought by it or against it by the other Party.
18.13 Operation of indemnities
Unless these terms expressly provides otherwise:
(a) each indemnity in these Terms survives the expiry or termination of these Terms; and
(b) a Party may recover a payment under an indemnity in these terms before it makes the payment in respect of which the indemnity is given.
19. some.place App Terms
(a) Subject to, and in accordance with these Terms, some.place grants you a non-exclusive, royalty free, revocable and non-transferrable licence (without a right to sub-licence) to install and use one copy of the some.place App on your mobile device in machine executable object code form (Licence).
(c) some.place reserves the right to suspend, terminate or otherwise deal with your Licence or any User Account at any time.
19.2 Push notifications
(a) In this clause 19.2, Push Notifications means notifications generated by the some.place App on the User's mobile device and include alerts, badges, banners and sounds.
(b) The some.place App is enabled to allow some.place and its subcontractors to use Push Notifications to send messages to you.
(c) During installation of the some.place App on your mobile device, the some.place App will ask you whether you would like it to send you Push Notifications.
(d) If you choose to receive Push Notifications, the some.place App will generate Push Notifications on your mobile device. You acknowledge and consent to receive these Push Notifications, subject to clause 19.2(e) below.
(e) You may choose to stop receiving Push Notifications by deactivating the Push Notifications in the settings on your mobile device.
19.3 Wireless carrier charges and availability
(a) You acknowledge and agree that by using the some.place App you may incur charges from your usage of data over the internet and that any such charges will be your sole responsibility.
(b) some.place does not promise you that you will have uninterrupted or error-free access to and use of the some.place App.
19.4 Minimum terms required by Apple
(a) If you have obtained the some.place App via Apple's App Store, this clause 19.4 applies.
(b) You acknowledge and agree that:
(i) these Terms are concluded between you and some.place, and not Apple, Inc. (Apple);
(ii) some.place, and not Apple, is solely responsible for the some.place App;
(iii) the Licence granted to You under clause 19.1 is subject to Apple's Usage Rules set out in the Apple App Store Terms and Conditions available at https://www.apple.com/au/legal/internet-services/itunes/au/terms.html;
(iv) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the some.place App;
(v) in the event of any failure of the some.place App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the some.place App;
(vi) to the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to the some.place App;
(vii) Apple is not responsible for any claims that you have arising out of your use of the some.place App;
(viii) Apple will have no responsibility whatsoever for the investigation, defence, settlement or discharge of any Third Party Claim that the some.place App infringes that Third Party's Intellectual Property Rights; and
(ix) Apple and its subsidiaries are Third Party beneficiaries of these Terms and, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a Third Party beneficiary.
(c) You represent and warrant that:
(i) you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and
(ii) you are not listed on any US Government list of prohibited or restricted parties.
20. Contacting Us
If you have questions about these or the Terms, please contact some.place by email at email@example.com.
Features and Functionality
1. Components: The Platform comprises two components, being the website located at https://some.place/ and the some.place App, both of which will be sharing the same login credentials. This means, for example, that if you as a User sign up to create an Account on the some.place App, this Account will be able to be used by you across both components (i.e. the website and the some.place App).
2. Platform Description:
(a) The Platform is a real-time virtual world where each User will create an avatar and have access to a private space where they can choose to display their NFTs.
(b) For the avoidance of doubt, the Platform can only display/visualise such NFT's.
(c) The Platform also gives access to evergreen environments where the User can move around as their avatar and communicate to other Users (avatars) through a voice feature.
3. Integration: The Platform will also integrate with your crypto wallet (through a Third Party) to allow some.place to link your Account with your specific crypto wallet account. In these circumstances, you acknowledge that an exchange of data sets will occur, which you consent to, in order for such an integration to be effective.
4. NFT's: On the Platform, as noted in the Terms, you as the User will be able to claim, mint and/or purchase NFTs that have been created by some.place or by a brand/artist in collaboration with some.place. Such NFT's will sit and will continue to sit in your wallet (through a Third Party provider). Please see Section 5 of the Terms for further details on your rights with respect to such NFTs.