TERMS AND CONDITIONS.

TERMS AND CONDITIONS.

INTRODUCTION

Second Earth is a futuristic concept for a second earth, a meta-verse, between virtual and physical reality in which real-world geolocations on a sectioned map correspond to user-generated digital virtual environments. Once fully developed, these environments will be able to be owned, bought, sold and deeply customized and will evolve over time limited only by users’ imaginations.

Second Earth will be a digital and virtual world being a 1:1 scale of the planet Earth, which will then set a stage on which a much wider set of activities besides world-building can take place. We are undertaking this massive project in two stages;

Stage 1

In Phase 1 (Stage 1), we will launch our Website which will include a global trading platform for ownership of Virtual Land inside Second Earth. It will enable users to explore the concept, and buy, sell, trade, bid, and search and select Virtual Land to purchase in Second Earth.

Stage 2

In Stage 2, we will go live with the interactive Second Earth platform, and players can interact with one another inside the Second Earth environment. We currently expect the Second Earth environment to be launched in the near future with a firm release date pending.

These Website terms and conditions are made up of three parts:

Part A – which applies to all users of our Website, whether you are just browsing, or are a registered user capable of buying and selling Virtual Land;
Part B – which applies to all registered users of the Website; and
Part C – which applies to all registered users of the Website when they buy or sell Virtual Land.

Separately, our Privacy Policy sets out how we handle your personal information, including personal information collected through this Website.

PART A

This website is operated by Earth Version 2 Pty Ltd, and comprises the publicly-facing website currently available at secondearth.io (but including any new or varied url) and the broader Second Earth platform that is only accessible to registered users (Website). In these terms and conditions, the expressions we, us and our, are a reference to Earth Version 2 Pty Ltd.

If you use this Website, you are agreeing to be bound by the terms and conditions listed below and any other applicable laws or regulations which apply to this Website and your use of it. If you do not accept these terms and conditions, you are not permitted to use this Website.

We reserve the right to amend these terms and conditions from time to time. In particular, as we get closer to launching Stage 2, we expect to revisit these terms to accommodate the full functionality of the Second Earth platform, the limits of which even we are still not fully able to comprehend.

Amendments will be effective immediately upon notification on this Website. If you do not agree to any change to the terms, you may stop using the Website. Your continued use of this Website following such notification will represent an agreement by you to be bound by the terms and conditions as amended.

INTELLECTUAL PROPERTY RIGHTS STATEMENT

All intellectual property rights in this Website, including design, text, graphics, logos, icons, sound recordings and all software relating to this Website belong to or are licensed by us. These intellectual property rights are protected by Australian and international laws.

You may not in any form or by any means copy, adapt, reproduce (other than for the purpose of viewing the Website in your browser), store, modify, distribute, print, upload, display, perform, remove any credits, publish post frame within another Website or create derivative works from any part of this Website or commercialize any information obtained from any part of this Website without our prior written permission or, in the case of third party material, from the owner of the intellectual property rights in that material.

LINKED WEBSITES

This Website may contain links to other Websites. The links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked Websites.

SECURE DATA

We take data security seriously, and use industry-standard measures to protect data on our Website (including your data on the Website) from cyber security threats. We regularly test for weaknesses in our code and reassess our cyber security posture. We also use the industry standard of Secure Sockets Layering (SSL) to transmit data from our Website. Unfortunately, despite these measures, no data transmission over the internet can be guaranteed as totally secure. We do not warrant and cannot absolutely promise the security of any information which you transmit to us. Accordingly, any information that you transmit to this Website is transmitted at your own risk. If you become aware of any problems with the security of the data or the Website, please contact us immediately, providing whatever detail you are able.

WARNINGS

You must ensure that your access to this Website is not illegal or prohibited by laws which apply to you.

Except as expressly set out in these Website terms, we do not warrant the accuracy, adequacy or completeness of the information on this Website, nor do we undertake to keep this Website updated.

Except as expressly set out in these Website terms or to the extent required by non-excludable law, we do not accept responsibility for loss suffered as a result of reliance by you on the accuracy or currency of information contained on this Website.

You must take your own precautions to ensure that the process that you employ for accessing this Website does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage your own computer system.

LIMITATION OF LIABILITY/INDEMNITY.

Except as expressly set out in these Website terms or to the extent required by non-excludable law, we are not liable for any loss or damage, however caused (including, but not limited to, by our negligence) suffered by you in connection with these Website terms of use or your use of this Website (even as a registered member).

If the Competition and Consumer Act 2010 or any other legislation states that there is a guarantee in respect of goods or services supplied, and our liability for breach of that guarantee may not be excluded but may be limited, our liability for such breach is limited to, in the case of a supply of goods, replacing the goods or supplying equivalent goods or repairing the goods, or in the case of supply of services, supplying the services again or paying the cost of having the services supplied again.

You agree to indemnify us for all damages, losses, penalties, fines, expenses and costs (including legal costs) which arise out of or relate to your use of this Website, your breach of these Website terms, any information that you provide to us via this Website or any damage that you may cause to this Website. This indemnification includes, without limitation, liability relating to copyright infringement, defamation, invasion of privacy, trade mark infringement and breaches of the Competition and Consumer Act 2010.

ACCESS

Access to this Website may be withdrawn at any time without notice. These terms and conditions will survive any such withdrawal.

GOVERNING LAW AND JURISDICTION

If a dispute arises regarding the Website or these terms of use, the laws of New South Wales, Australia, will apply. In relation to any such dispute, you submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

If you access this Website in a jurisdiction other than New South Wales, Australia, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply.

PART B – REGISTERED USERS

MEMBERSHIP

A key element of the Website as Second Earth develops will be the interactions between users. We encourage these rich interactions, but of course you are required to conduct yourself in a lawful and respectful manner.

To buy and sell Virtual Land, to post information to the Website or to otherwise interact with other users on Second Earth, you must become a member. To become a member, you must complete your registration details in the manner described on the Website. Membership is free but not transferable.

We reserve the right to terminate your membership if you breach these terms and do not remedy the breach within a reasonable time notified by us (this time will vary depending on the nature of the issue in any particular case).

You must be 18 years of age or over to be a member of the Website. If you are under 18 years of age you must have your parent or guardian register on your behalf.

MEMBER’S OBLIGATIONS

By registering as a member of our Website, you agree to abide by the terms set out below.

You acknowledge that any information or material submitted by you to the Website is and will be treated by us as non-confidential and non-proprietary and we may use that material without restriction.
When you submit material to the Website, you assign all copyright in the material to us.
You are responsible for protecting the confidentiality of your member details and password. You are responsible for all activity that occurs using your member profile.
You acknowledge that we cannot confirm the identity of other members or prevent them acting under false pretenses.
You will not post or transmit any material or information (or conduct any dealing or otherwise treat Virtual Land in a way) which is or is likely to be offensive, defamatory, obscene, unlawful, misleading, deceptive, vulgar, harmful, threatening, abusive, harassing or ethnically or religiously objectionable.
You agree not to disrupt the flow of dialogue or otherwise act in a manner which negatively affects other members.
You agree not to impersonate any other person.
You agree to provide current, accurate and up-to-date information about yourself as required under these terms.
You agree not to post or transmit any unsolicited advertising or promotional materials.
Any material which you post may be removed by us from the Website without notice at any time.
You will not post or transmit any material in which the copyright is owned by another person or entity and you warrant that all material posted is your original work and not sourced from any third party.
You will not post any material which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.
You accept that any material or information provided by you may be posted in the Website for any other members or guests to read.

OUR ROLE

We are not responsible for any user-generated content posted on, or available through, the Website. We are entitled to monitor and moderate any user-generated content, however we are not required to do so at all, or at any particular frequency or in any particular manner. We will not enter into discussion about the basis of any moderation decisions, which we make on a final basis in our sole discretion.
We do not warrant that we will respond to questions or comments submitted by you to our Websites.
If you download any material from the Website, you acknowledge that we are not liable to you for any loss or damage, however caused, arising from the downloading or subsequent use of the downloaded material. You may not adapt, reproduce, store, distribute, transmit, display, publish or create derivative works from any downloaded material. In addition, you may not commercialize any information, products or services from the downloaded material.
We do not warrant that any material you submit to the Website will be protected against loss, misuse, or alteration by third parties. We do not warrant that we will post your information or material to the Website. If we elect in our sole discretion to post your material to the Website, we do not warrant that the material or information you submit will be posted within a certain time frame or at all.
You indemnify us and our related bodies corporate and our directors and employees against any claim by a third party arising out of a breach of these terms either by you or by any person using your password or ID, whether or not you have authorized that person to use your password or ID.

PART C – BUYING AND SELLING VIRTUAL LAND IN SECOND EARTH

A key aspect of the Second Earth platform will be the ability for registered users to buy and sell land tiles (Virtual Land).

To be eligible to buy and sell Virtual Land, you must first register as a user of the Website as set out in Part B above. Each tile of Virtual

Each tile of Virtual Land will be a virtual equivalent to a real-world measurement of approximately 10x10m, although they may not all be of exactly identical size. The size and positioning of the Virtual Land is established and controlled by us in our sole discretion.

The first-sale of each tile of Virtual Land will be based on a value that we assign to it in USD. Future sales between registered users will be struck at a price agreed between those users.

All subsequent sales of Virtual Land between registered users must be conducted through the marketplace that we provide on the Website for that purpose (Marketplace). We do not promise that the Marketplace will be always available, or that there will be an uninterrupted connection between the Marketplace and any PayPal accounts.

Sales of Virtual Land will be conducted in credits on the Website that are equivalent to USD. It is each user’s responsibility to ensure they have sufficient credits to perform any transaction. Transactions made using credits are ultimately settled through payments of USD amounts equivalent to the Website credits, between registered PayPal accounts, credit cards, or any other method that we accept from time to time (for instance, we may in the future expand to accept payment in one or more crypto-currencies).

Each registered user must maintain a valid a PayPal account, linked and valid credit card (or other approved method from time to time) through which payments for Website credit-based transactions can be made, and must ensure the details of that account are kept up to date within the Website.

The Website will maintain a register of account balances (credits) for convenience, but the accounts behind the payment methods are operated separately from us and we are not responsible for their operation, balances or accuracy.

If the registered user who holds the rights in any Virtual Land (Seller) wishes to sell that Virtual Land, it can place the land for sale on the Marketplace. Other registered users can bid on that Virtual Land, and the successful buyer (as determined by the Seller) will become eligible to take ownership of the Virtual Land (Buyer), subject to paying the agreed price to the Seller for the relevant Virtual Land, and payment to us of the relevant transaction fee (which is listed in the Marketplace) (Transaction Fee).

Without limiting any aspect of Part B of these terms, you must not acquire Virtual Land for the purpose of inciting religious or racial tensions, or engage in any conduct or behavior in connection with Virtual Land that is designed or is likely to incite religious or racial tensions. In addition to other rights we may have under these terms and under applicable law (including the right to cancel your membership without compensation), we may elect to compulsorily acquire Virtual Land from you without notice (for the same price as you first paid for that Virtual Land) if we reasonably consider that you have breached this clause or clause 5 of Part B of these terms. Payment of that amount is your sole and exclusive remedy in respect of our election to acquire that Virtual Land and is reasonably designed to protect our legitimate interests in operating Second Earth.

The Buyer must pay the agreed price for the relevant Virtual Land in USD (or other method that we accept from time to time), together with our Transaction Fee. Ownership in the Virtual Land will pass on confirmation to our satisfaction of successful and complete payment of the agreed sale price and our Transaction Fee. If payment is not successfully received, then the sale will not proceed.

We will settle any disputes in relation to any ownership of Virtual Land according to the process that we maintain for that purpose from time to time.

NATURE OF RIGHTS IN VIRTUAL LAND

The value of Virtual Land that is not yet assigned to ‘ownership’ by any particular user is set by us in our discretion, including by the use of algorithms that respond to various factors including the apparent supply and demand and desirability of particular lots. There is no inherent value in any Virtual Land and the

There is no inherent value in any Virtual Land and the value in particular blocks of Virtual Land, and in the Virtual Land generally, may fluctuate in value from time to time by various factors including user demand and our algorithmic determination of land values.

Your rights in any Virtual Land are not ‘ownership’ and are conferred by contract only for the purposes of transacting within the Website as a registered user. Those rights are expressly subject to all of the terms that apply to use of the Website, and require you to remain a registered user of the Website.

We reserve the right in the future to convert your holding of Virtual Land (or any equivalent credits held in the Second Earth platform) to an equivalent value of a crypto-currency that we may create in the future. Any conversion would be conducted at a valuation reasonably determined by us.

Rights in Virtual Land are not assignable from your account to any other account (other than by ‘sale’ as contemplated by these terms). If your membership is cancelled in accordance with these terms, or you cancel your use of the website for any reason, you forfeit any Virtual Land assigned to your account and we are not liable to you in any way (including without limitation for the payment of any amount in respect of the relevant Virtual Land). Any Virtual Land so forfeited returns to ownership by us, and will be made available for sale to other users at the price determined by us.

If we have converted Virtual Land holdings to a separate crypto currency (as permitted by these terms), then you will maintain your rights to that crypto currency separately from your registration to the Website, in accordance with the terms that govern that crypto currency. Those rights will not be automatically extinguished if your membership is cancelled.

TAX

Transactions involving Virtual Land, between us and any registered user, and between registered users, may be subject to tax. A user is responsible for all of the taxation consequences of its use of the Website.

GST

Definitions

Any terms capitalized in this clause and not already defined above have the same meaning given to those terms in A New Tax System (Goods and Services Tax) Act 1999.

GST Exclusive

The consideration for a supply of Virtual Land does not include GST.

Taxable Supply

Transactions involving Virtual Land may be a Taxable Supply and subject to GST. If a supply involving Virtual Land is a Taxable Supply, then:

the Recipient must pay the Supplier the amount equal to the total GST for the supply in addition to the consideration otherwise payable for the supply; and
the Supplier must give the Recipient a Tax Invoice for the Supply.

Warranty that Tax Invoice is issued regarding a Taxable Supply

Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.

Later GST change

For clarity, the GST payable under sub-clause (c) is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

Reimbursement or indemnity

If either party has the right under this document to be reimbursed or indemnified by another party for a cost incurred in connection with this document, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).

Progressive or Periodic Supplies

Where a Supply made under or in connection with this document is a Progressive or Periodic Supply, sub-clause (c) applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

LIABILITY

To the maximum extent permitted by law, and subject to the rest of this section ‘Liability’, we are not liable for any loss or damage (including without limitation any Consequential Loss), however caused (including by negligence), suffered in connection with Virtual Land (including sales, purported sales, failed transactions, disputes, transactions not recorded on our block chain or any forfeited Virtual Land).

Consequential Loss means: loss of revenues; loss of reputation; loss of profits; consequential loss; loss of actual or anticipated savings; loss of bargain; indirect loss; lost opportunities (including opportunities to enter into arrangements with third parties); and loss or damage in connection with claims against you by third parties.

REFUND POLICY

The Purchase of Virtual Goods in Second Earth are instantaneous and final after payment is complete. Second Earth does not offer refunds for the purchase for Virtual Goods for customer change of mind. Virtual Goods inside Second Earth will only be refunded if there was a technical issue from our payment gateway, check out system or PayPal’s payment gateway. In addition to these terms, Second Earth adheres to all requests made by PayPal regarding refunds.

ADDITIONAL LEGAL TERMS

The rights and obligations of the parties under these terms do not merge on completion of any transaction contemplated by these terms. Termination of these terms will not affect any accrued rights or remedies of the parties (noting that rights to Virtual Land will be extinguished in accordance with these terms).

You must not (nor purport to) assign, in whole or in part, or novate your rights and obligations under or in connection with these terms without our prior written consent. Rights in Virtual Land can only be transferred in accordance with these terms.

We may subcontract our obligations under these terms, and assign or novate our rights or obligations under these terms.

A clause or part of a clause of these terms that is illegal or unenforceable may be severed from these terms and the remaining clauses or parts of the clause of these terms continue in force.

These terms supersede all previous agreements about their subject matter. These terms embody the entire agreement between the parties.

In these terms:

the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
no rule of construction applies in the interpretation of these terms to the disadvantage of the party preparing the terms on the basis that it put forward this agreement or any part of it; and
a reference to a party is a reference to that party, and a reference to the parties is a reference to both parties.

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