Terms of Service

X Spaces Pty Ltd

Last updated: May 2022

These Terms of Service is a legal agreement between X SPACES PTY LTD (collectively referred to as “We”, “Us”, “Our”, or the “Company”) and all users (hereinafter referred to as “you” or “User”) concerning access to and the use of xSpaces (hereinafter referred to as the “App” or “Application”), www.xspaces.io (hereinafter referred to as the “Website” or “Site”), both App and Website collectively referred to as the “Services”.

The Application and Site is operated by X SPACES PTY LTD. Access to and use of the Application and Site, or any of its associated Products or Services, is provided by X SPACES PTY LTD. Please read these terms and conditions (hereinafter referred to as the “Terms”) carefully. By using and/or browsing the Application and Site, this signifies that you have read, understood, and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, Site, or any of its Services immediately.

1. USE OF XSPACES

You are required to register an account for access when using xSpaces. When registering to use xSpaces, we will require some personal information in order to identify you on the system. Please refer to our Privacy Policy for the information collected.

 

As a User, you agree to comply with the following:

(a) you will use the Services only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b) you warrant that any information you give to X SPACES PTY LTD in the course of completing the registration process will always be accurate, correct and up to date;

(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services to your account;

(d) access and use of the Application is limited, non-transferable and allow for the sole use of the Application by you for the purposes of X SPACES PTY LTD providing services within the App.

Any violations of the above will result in cancellation of Services and user account.

1.1 USER ACCOUNTS AND ACCESS

Creating an account is only allowed to users who are 13 years of age or older (refer to the age limit in your jurisdiction as some jurisdictions’ age limit may be higher).  More information for children in Australia can be found here: https://www.esafety.gov.au/parents/skills-advice/are-they-old-enough. For users who are below the age of 13, they may create an account and use xSpaces only if their parent or legal guardian has given permission, including permission to the school or teacher.

 

Users understand that a working email address is required to sign up to xSpaces, and that a verification code sent to email addresses can sometimes be found in junk. In addition to this, you also accept that your “Nickname” is set upon account creation and cannot be changed or altered later. Certain user features are available to use with some functions greyed out which will be available to use once it is ready.

Users agree that access to certain rooms may be provided to the X SPACES PTY LTD technical team to offer technical support in times of need.

1.2 ADMIN ACCESSIBILITY

We reserve the right to change your password at any time if we have a reason to believe there is likely of a breach of security or misuse of your account. Users with admin access (hereinafter referred to as “Admin”), can access additional features and controls. If you are unable to access certain features, it is most likely you do not have the right level of access.

Users may be provided with an invite room code by organisers of private spaces. Admins reserve the right to remove you from the space if it is believed that you are not part of the audience that they have invited. In addition, they reserve the right to change the room code at any given time, for security purposes, particularly if they believe there has been a leak of the invite code to unintended users.

If you have signed up to xSpaces through your organisation, the assigned Admin reserves the right to remove, reclaim, or change a password if it is determined there was inappropriate use or breach of your account. If you leave your organization, your account may be suspended, deactivated, or removed depending on your organisation’s policy and protocol.

1.3 RESPONSIBILITIES

Users are responsible to:

(a) ensure xSpaces is up to date to improve stability, security, functionality, and user experience. Some new features, enhancements, bug fixes, and crashes may not be applicable unless the App is updated.

(b) ensure a stable internet connection with a minimum bandwidth where upload speed is at least 250KB/s and download speed is at least 1.2MB/s. X SPACES PTY LTD is not liable for unstable internet connections affecting user experience. Please consult with third-party providers to ensure minimum bandwidth is maintained.

(c) ensure your device meets the minimum hardware requirements for smooth operation when using Application.

  • PC/MAC: 8GB RAM

  • iPhone: 6GB RAM

  • iPad: 6GB RAM

  • Android: 6GB RAM

(d) ensure there is enough storage for the Application to operate, we always recommend having a minimum of 1GB storage space available to run the App and utilise its services.​

2. PAYMENTS

X SPACES PTY LTD supports a variety of payment plans in utilising the xSpaces App. All payments are made prior to your use of the Application other than the spaces and services made available to the public and are non-refundable. In using the Application or when making any payment in relation to your use of the Application, you warrant that you have read, understood and agree to be bound by Strip terms and conditions which are available on their website: https://stripe.com/en-au/ssa.

 

If payment is not paid on time, X SPACES PTY LTD reserves the right to deactivate or restrict access to your account. It is Your responsibility to ensure payment details entered are correct. Payments may be paid via the following methods:

  • Direct Bank Transfer

  • Debit Credit Card

You accept any additional fees incurred in the process of payment through credit card payments, if any.

2.1 TAXES

Prices provided may not include sales tax, value added tax (VAT) or goods and services tax (GST) (hereinafter referred to as “Taxes”) that may be added or calculated until final transaction is being completed or visible on final invoice. Depending on the area of purchase, Taxes may apply and may vary. In certain jurisdictions, the law may require indication of taxes at the time of purchase.   

3. INTELLECTUAL PROPERTY RIGHTS

The Application, the Website and all of the related products of X SPACES PTY LTD are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the services, the Application and Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) are owned or controlled for these purposes, and are reserved, solely and exclusively owned by X SPACES PTY LTD or its contributors.

All trademarks, service marks and trade names are owned, registered and/or licensed by X SPACES PTY LTD, who grants to the User a non-exclusive, non-transferable, royalty-free, revocable license to utilise xSpaces as Metaverse-as-a-Service.

Without prior permission from X SPACES PTY LTD or the permission of any other relevant rights owners, no part of the Application, Site, or content may be copied, reproduced, republished, posted, encoded, translated, distributed, broadcasted, sold, licensed, uploaded to a third party, post, show or display in public, or exploited for any purpose, unless otherwise provided by these Terms. This prohibition does not apply to materials on the Application found in public spaces, which are freely available. Unauthorised use of any X SPACES PTY LTD intellectual property is strictly prohibited, unless otherwise stated.

3.1 USER GENERATED CONTENT

X SPACES PTY LTD does not own any 2D, 3D or 360 content, materials or resources that Users provide, share or upload to xSpaces (hereinafter referred to as “User Generated Content”). All data, materials and resources are owned by their respective owners. However, to provide services, X SPACES PTY LTD will require certain limited rights (such as the rights to store it and provide it to Users) to the content created and uploaded by Users to xSpaces through our Admin Dashboard. As such, Users grant X SPACES PTY LTD non-exclusive right to use, process, adapt, modify, transmit, display, and publish User Generated Content to extent of providing services within xSpaces, which may be required by the User. X SPACES PTY LTD has the right to use, share, display, promote and distribute the User Generated Content, if the User grants permission.

The User will indemnify X SPACES PTY LTD if any third party is making claims against the company for not having the rights to using the User Generated Content. Following this, the User will either obtain the rights required to continue use of the User Generated Content without infringing any rights, or immediately delete the User Generated Content. The User should inform X SPACES PTY LTD as soon as they become aware of any third-party claims.

4. PROHIBITED CONDUCT

Users agree to comply with the below prohibited behaviour or conduct when using the Application or Website:

(a) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify X SPACES PTY LTD of any unauthorised use of your password or email address or any break of security of which you have become aware;

(b) you will not use the Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of X SPACES PTY LTD.

(c) you will not use the Services for any illegal and/or unauthorised use which includes collecting personal details of other users by electronic or other means for the purpose of sending unsolicited emails or communications;

(d) you must not expressly or impliedly impersonate another User or use the profile or password of another User at any time;

(e) any content that you broadcast, publish, upload, transmit, post, or distribute on the Application (hereinafter referred to as 'Your Content') will always be accurate, correct and up to date and you will maintain reasonable records of Your Content.

(f) you will not harass, abuse, or threaten others or otherwise violate any person’s legal rights;

(g) you will not publish or distribute any obscene or defamatory material;

(h) you will not publish or distribute any material that incites violence, hate, or discrimination towards any person or group;

(I) you will not engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(j) you will not perpetrate any fraud;

(k) you will not upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(l) you will not violate any intellectual property rights of the Company or any third party;

5. TERMINATION

The Terms will continue to apply until terminated by either you or by X SPACES PTY LTD as set out below. X SPACES PTY LTD reserves the right to restrict access to any part of the App, and may at any time, terminate the Terms with you if:

(a) you have breached any provision of the Terms or intend to breach any provision;

(b) X SPACES PTY LTD is required to do so by law;

(c) the provision of the Services to you by X SPACES PTY LTD is, in the opinion of X SPACES PTY LTD, no longer commercially viable.

If you wish to terminate your account, you may delete your account within the settings of your accounts in xSpaces.

6. LIMITATIONS OF LIABILITY

You expressly understand and agree that X SPACES PTY LTD, its affiliates, employees, agents, contributors, and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. The limitation of liability shall further not apply, if the damage was caused intentionally or by negligence for damages resulting in physical injuries, bodily harm, or health damage. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

7. INDEMNIFICATION

You agree to indemnify X SPACES PTY LTD, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;

(b) any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; and/or

(c) any breach of the Terms.

8. DISPUTE RESOLUTION

X SPACES PTY LTD wants the opportunity to address User concerns without the need of a formal legal case. If a dispute arises between the Parties, the Parties agree to undertake in good faith to use all reasonable endeavours to settle the dispute by negotiation upon which both parties must mutually agree, this includes contacting info@xspaces.io through email to try to resolve the Dispute.

A party to the Terms claiming a dispute (hereinafter referred to as “Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute. On receipt of that notice (hereinafter referred to as “Notice”) by the other party, the parties to the Terms must:

(a) the Parties must endeavour to settle the dispute by mediation;

(b) the Parties agree to select a mediator within 14 days of the date of notice if intention to mediate and if none can be agreed then the parties agree to the appointment of the mediator;

(c) the Parties will share the cost of the mediator equally but will each be responsible for their own cost of mediation;

(d) the mediation will be held in New South Wales, Australia.

All communications concerning negotiations made by the Company and Users arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

If dispute period has elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

9. PRIVACY

X SPACES PTY LTD takes your privacy seriously and any information provided through your use of the Application and/or Services are subject to X SPACES PTY LTD's Privacy Policy, which is available at https://www.xspaces.io/privacy-policy.

10. GOVERNING LAW

These Terms of Service are governed by the laws of New South Wales, Australia. Any disputes, controversy, proceeding or claim or whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

11. GENERAL DISCLAIMER

Subject to this clause, and to the extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b) X SPACES PTY LTD will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Application or these Terms (including as a result of not being able to use the Application or the late supply of access to the Application), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

Use of the Application and the services is at your own risk. Everything on the Application and the Website is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, and licensors of X SPACES PTY LTD make any express or implied representation or warranty about the Application or any products (including the products or services of X SPACES PTY LTD). This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(c) failure to fulfill User Responsibilities in 1.3.

(d) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful components, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;

(e) the accuracy of any information on the Application, suitability of devices, or currency and latest version of xSpaces (outlined on Website);

(f) costs incurred as a result of you using the Application, or any of the products and services of X SPACES PTY LTD;

(g) the services or operation in respect to links which are provided for your convenience;

(h) failure to familiarise or train staff for on-going use of the Application;

(I) failure to regularly back up any User Generated Content data.

Users understand that functions may vary between devices and level of access (i.e. General and Admin). VR headsets are recommended for a full immersive experience where head and hand tracking are made available. PC and mobile devices do not support head and hand tracking.

The service may be interrupted or suspended due to necessary maintenances, where Users are unable to use or access the Application and/or some of its features. We will in our best ability carry out maintenance in off-peak periods, however due to the wide user base globally, we will not be able to cater to everyone.

X SPACES PTY LTD hereby expressly disclaims any and all responsibility for the actions, interactions, conduct, communications, or other relationships of any Users through the Services or otherwise. The company makes no guarantees, representations, warranties, or other promises or covenants with regard to any Users or their conduct. X SPACES PTY LTD will in its best effort to provide a safe, suitable, and appropriate metaverse platform for its Users.

The User hereby acknowledges and agrees that X SPACES PTY LTD is not responsible or liable in any way for User interactions with others and that User actions and interactions are User’s sole and exclusive responsibility.

12. THIRD-PARTY SERVICES

Certain services may integrate, be integrated into, or be provided in connection with third-party websites, links, services, content, and/or materials (hereinafter referred to as “Third-Party Services”) inside xSpaces. We do not control any Third-Party Services. We additionally make no claim or representation regarding the third-party services and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from our platform, services, website, or application. There is no implied affiliation, endorsement, or adoption by the company of these Third-Party Services. It is strongly encouraged that you read the terms of use and legal agreements that apply to these Third-Party Services prior to using. Usage of any Third-Party Services is at your own risk.

13. CHANGES TO TERMS OF SERVICE

We reserve the right to review, change, or modify any of the Terms of Service from time to time by updating this page at its sole discretion. Any changes to these Terms of Service will be posted on online and take effect immediately as per the “Last updated” period at the top of this page, and you waive the right to receive specific notice of each change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. Your continued use of xSpaces and the Site after the date of such revised Terms or Service are posted means that you have read and accepted the revised Terms of Service.

14. CONTACT US

We welcome any feedback and suggestions about xSpaces, and reporting of inappropriate behaviour and content. If you have any concerns or information regarding the use of the Site or App, please contact us at:

Email: info@xspaces.io

Mail: X SPACES PTY LTD

        Level 2, 63 Dixon Street, Sydney

        NSW 2000 Australia

Please do not include sensitive information in your emails to us as email communications are not always secure.