Terms of Service
Last Updated: July 1, 2021
The following terms and conditions (the “Agreement”) govern all use of the Invisible Goods website (https://mintsongs.com/) and associated products and services, including, without limitation, the creation, sale, and purchase of certain digital assets as further described below (collectively, the “Service”). The Service is owned and operated by Invisible Goods, Inc. (“Invisible Goods”, “us”, “we”, or “our”). The Service is offered subject to your acceptance without modification of all the terms and conditions contained herein. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU NOT AGREE, DO NOT USE THE SERVICE.
Invisible Goods reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. If we have your email address, we will notify you via email. In addition, we will update the “Last Updated” date above.
1. ARBITRATION AND CLASS ACTION WAIVER
WE HAVE CERTAIN REQUIREMENTS THAT YOU AGREE TO ARBITRATE DISPUTES YOU MAY HAVE WITH US – AND WAIVE RIGHTS TO BRING CLASS ACTION LAWSUITS. PLEASE SEE SECTION 18 (“DISPUTE RESOLUTION”) BELOW FOR MORE INFORMATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF ENTERING THIS AGREEMENT.
Invisible Goods’s mission is to is to help as music artists unlock a new revenue stream through the ‘blockchain’ and ‘non-fungible tokens’. Creators (“Creators”) of musical works (“Musical Works”) and associated ‘album art’ (“Artistic Works”) can generate and sell ‘non-fungible tokens’ (“NFTs”) associated with such works to other Service users (“Purchasers”). Together, a Musical Work and its associated Artistic Work will be referred to in this Agreement as the “Creative Assets”. Creative Assets will be uploaded to, and stored on, the Interplanetary File System (“IPFS”). The IPFS is a is a protocol and peer-to-peer network for storing and sharing data in a distributed file system. Each NFT is a unique cryptographic token (digital asset) that will be specifically associated with the applicable Creative Assets with respect to which the NFT is generated. NFT’s are generated on the Polygon blockchain (“Blockchain”) using ‘smart contracts’. NFTs, Blockchain, ‘smart contracts’, and the IPFS can be complex to understand. For more information, see our FAQ. Also, there are many good online resources to help explain them. We encourage you to take the time to learn more.
Invisible Goods may change, suspend or discontinue any aspect of the Service at any time. Invisible Goods may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
The Service is available only to individuals who are at least 18 years old. You represent and warranty that if you are an individual, you are at least 18 years old. You also certify that you take full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Your shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
4. Creator License, Warranties, and Acknowledgements
With respect to any Creative Assets that a Creator uploads into the Service, the Creator grants Invisible Goods an non-exclusive, perpetual, irrevocable, royalty free and fully paid-up (but subject to the revenue share expressly set forth in this Agreement), right and license to: (i) generate NFTs for the Creatives Assets, (ii) sell the NFTs via the Service to Purchasers, and (iii) reproduce, distribute (including by upload to the IPFS), publicly perform (including on digital streaming basis), and publicly display the Creative Assets to perform the Service for Creator, Purchasers, prospective-Purchasers, and other users of the Service.
Creator retains ownership of their Creative Assets. Creator acknowledges that when an NFT is sold to a Purchaser, the Purchaser owns the NFT. The Purchase is free to resell or dispose of the NFT as they deem appropriate.
In addition, the Creator grants Invisible Goods a right and license to reproduce, distribute, publicly perform and display the Creative Assets, and Creator’s name and other identifiers (including biographical information), on the Service, on any other Invisible Good properties (such as affiliate sites), and in advertising and other promotions for the Service (including, without limitation, digital advertising via third party social networks). For example, but without limiting the foregoing, Invisible Goods may use a sample of your Musical Work in an advertisement to help promote the Service.
Each Creator represents and warrants that, with respect to all Creative Assets they upload to the Service:
(i) the Creator owns all right, title and interest in and to such Creative Assets (including to all musical work rights and sound recording rights therein), or otherwise has sufficient rights, licenses, and consents for all purposes hereunder;
(ii) such Creative Assets, and Invisible Good’s use for all purposes contemplated hereunder, will not infringe or violate any laws, regulations, or third party rights (including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights);
(iii) the Creator has permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Creative Assets, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Creative Assets) as contemplated in this Agreement;
(iv) to the extent the Creator is the songwriter of any or all of the Musical Works, whether in whole or in part (e.g., as a co-writer), they have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement they may have entered into with any performing rights organization (“PRO”) anywhere in the world (e.g., ASCAP, BMI or SESAC), or any music publisher, and that the Creator is solely responsible for taking all steps necessary to inform such PRO or music publisher of the grant of a royalty free license to Invisible for the public performances and communications to the public of the Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of the Musical Works; and
(v) no fees of any kind shall be due any third party (such as mechanical or performance royalties), including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use, re-use, performance, or display of such Creative Assets as authorized under this Agreement. If any agreement you have with any third party, including, but not limited to a music publisher, union, or guild, whether by law or contract, prohibits or restricts you (in any manner) from granting Invisible Goods the right and license set forth above, or making any of the representations and warranties set forth above, you must not uploading your Creative Assets to the Service and shall be responsible for indemnifying us as set forth in Section 10 below.
Each Creator acknowledges and agrees they are fully liable and responsible for all issues caused to Invisible Goods and/or any third parties by their Creative Assets. Creators are required to provide indemnification as set forth in Section 10 below.
Each Creator acknowledges and agrees that Invisible Goods may reject, and remove from the Service, any Creative Assets, for any or no reason, without notice.
5. Your Digital Wallet; Fees
To participate in the Service, Creators and Purchasers must have a digital wallet (“Digital Wallet”) – and link their Digital Wallet to the Service via a supported extension such as MetaMask (https://metamask.io/). A Digital Wallet allows you to purchase, store, and engage in transactions on the Polygon Mainnet. Once you submit an order to sell or purchase an NFT on the Service, your order is passed on to the applicable extension, which completes the transaction on your behalf. BY MAKING A PURCHASE OR SALE, YOU AUTHORIZE INVISIBLE GOODS TO CHARGE OR CREDIT YOUR DIGITAL WALLET AS APPLICABLE.
As a Creator, you will be paid for primary and second sales of your NFTs as set forth here.
As a Purchaser, you acknowledge that all purchases are final (meaning they cannot be canceled). There are no refunds.
6. Use of the Service
You represent and warrant (i) your use of the Service will comply with all laws and regulations (including with respect to privacy), (ii) no content (such as surveys, text, data, information, trademarks/logos, etc.) you submits to the Service (“User Content”) will infringe or otherwise violate any third party intellectual property rights or any laws or regulations (including, without limitation, as related to obscenity, defamation and privacy), (iii) if you use the Service on behalf of any third party, you have all necessary authorizations, and (iv) your use of the Service will not conflict with any obligations you have to any third party. Invisible Goods is hereby granted a non-exclusive, worldwide, perpetual, royalty-free, transferable right to use, reproduce and display such User Content as reasonably necessary to provide you with the Service. Invisible Goods reserves the right to remove any User Content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.
7. Other Restrictions
You shall not submit any content or information to the Service that is false, misleading or inaccurate.
You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Invisible Goods reserves the right to bar any such activity.
You shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Invisible Goods server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
You shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.
You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of Invisible Goods, including any Invisible Goods account not owned by you, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service.
You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Invisible Goods’s systems or networks, or any systems or networks connected to the Service or to Invisible Goods.
You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.
You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Invisible Goods on or through the Service.
You shall not, in connection with the Service, pretend (e.g. through impersonation) that you are any other person.
You shall not use the Service for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Invisible Goods or others.
If you provide ideas, suggestions, or other feedback to Invisible Goods in connection with the Service (such as suggestions for improvements to the Service) (“Feedback”), you acknowledge that the Feedback is not confidential and you grant Invisible Goods (and our successors and assigns) a perpetual, irrevocable, worldwide, sublicensable, transferrable, royalty-free, fully paid-up right and license to use, reproduce, display, perform, distribute, sell, and otherwise fully exploit all Feedback.
9. Third Party Services
The Service may permit you to link to other websites or applications or services, such as the IPFS (collectively, “Third Party Services”), and other websites or applications or services may contain links to the Service. Third Party Services are not under Invisible Goods’s control, and you acknowledge that Invisible Goods is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of any such link does not imply endorsement by Invisible Goods. You further acknowledge and agrees that Invisible Goods shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such Third Party Services.
You shall defend, indemnify, and hold harmless Invisible Goods and each of our employees, contractors, directors, providers, suppliers and representatives from all liabilities, damages, losses, settlements, claims, actions, suits, demands, proceedings, costs and expenses, including attorneys’ fees, that arise from or in connection with: (i) your use or misuse of the Service; (ii) if you are a Creator, any issues arising in connection with your Creative Assets, any NFTs you generate, or any conflicts between you and any third party with an interest in the Creative Assets (such as music publisher), (iii) if you are a Purchaser, your procurement or use of any NFTs or Creative Assets, (iv) your User Content, (v) your access to any part of the Service, (vi) your negligence, misconduct, or other fault, (vii) any dispute you may be involved in with another Service user (also, see Section 11 below), or (vii) your violation of this Agreement.
11. Disputed with Other Users
You acknowledge and agree that Invisible Goods is under no obligation to become involved in any disputes between Creators and Purchasers (including, without limitation, for issues involving Creative Assets). If Invisible Good elects to help resolve any such dispute, it does so only as a courtesy. In the event that you have such a dispute, you release Invisible Goods, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
12. Warranty Disclaimer
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INVISIBLE GOODS MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, IF YOU ARE A PURCHASER, YOU ACKNOWLEDGE AND AGREE THAT INVISIBLE GOODS MAKES NO WARRANTIES WITH RESPECT TO ANY CREATIVE ASSETS AND HAS NO OBLIGATION TO REVIEW OR OTHERWISE VET ANY CREATIVE ASSETS. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
13. Limitation of Liability
IN NO EVENT SHALL INVISIBLE GOODS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN THE SERVICE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $5.00 (U.S.). WITHOUT LIMITING THE FOREGOING, IF YOU ARE A PURCHASER, YOU ACKNOWLEDGE AND AGREE THAT INVISIBLE GOODS IS NOT LIABLE FOR ANY CREATIVE ASSETS OR THE ACTS OR OMISSIONS OF ANY CREATOR (SUCH AS A CREATOR’S REMOVAL OF A CREATIVE ASSET FROM THE IPFS, OR THEIR MODIFICATION OR DESTRUCTION OF A CREATIVE ASSET). AS A PURCHASER, YOU PROCURE, ACCESS, USE, VIEW, DISPLAY, SHARE, AND DISTRIBUTE CREATIVE ASSETS ENTIRELY AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, ALL USERS ACKNOWLEDGE AND AGREE THAT THAT INVISIBLE GOODS IS NOT LIABLE FOR THE IPFS (INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL ISSUES, ERRORS, DOWNTIME, OR VIRUSES). THE IPFS IS NOT OWNED OR OPERATED BY INVISIBLE GOODS IN ADDITION, ALL USERS ACKNOWLEDGE AND AGREE THAT INVISIBLE GOODS SHALL NOT BE LIABLE FOR ANY MATTERS BEYOND INVISIBLE GOODS’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC, OR COMMUNICATIONS FAILURE OR DEGRADATION. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. Term and Termination
Invisible Goods may terminate your access to all or any part of the Service at any time, with or without cause. You can terminate this Agreement by permanently ceasing to use the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
15. Export and Trade Controls
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or through the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
16. Electronic Communications
When you use the Service or send e-mails to Invisible Goods, you are communicating with Invisible Goods electronically. You hereby consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that Invisible Goods provides to you electronically satisfy any legal requirement that such communications be in writing.
Notices All legal notices to Invisible Goods must be addressed in writing, and sent by registered or certified mail, to: Invisible Goods, Inc., 4201 Wilson Blvd STE 110 #392, Arlington, VA 22203, Attn: Legal. If you have general questions regarding this Agreement or the Service, you may also email us at firstname.lastname@example.org. Invisible Goods may provide notices to you via email and to any other address you provide.
18. Dispute Resolution
Let’s Try To Work It Out. Ideally, if you have any concerns or complaint against Invisible Goods, we would like to resolve the issue without resorting to formal court or arbitration proceedings. Therefore, before filing a claim against Invisible Goods, you agree to try to resolve the dispute informally by contacting us as set forth in Section 17 above. Invisible Goods will attempt to resolve the dispute informally (and will contact you via email). If a dispute is not resolved within thirty (30) days of submission, you may bring a formal proceeding. Arbitration. Any disputes that are not settled informally as contemplated above shall be settled by binding arbitration in accordance with the rules and procedures (“Rules”) of the American Arbitration Association (“AAA”). The Rules will be AAA’s Consumer Arbitration Rules if available. Arbitration shall be conducted by one (1) arbitrator selected in accordance with the Rules. In the event any telephonic or other streamlined procedures are available – they will be used. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California using the English language. Notwithstanding the foregoing, either party may bring claims for equitable or injunctive relief before a court (see the “Going to Court” section below) at any time. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by notify Invisible Goods in writing within thirty (30) days of the date that you first become bound by this Agreement. Your opt-out request must be sent to: Invisible Goods, Inc. (ATTN: Arbitration Opt- out) 4201 Wilson Blvd STE 110 #392 Arlington, VA 22203 You must include your name and residence address, the email address you provided as part of the Service onboarding process, and a clear statement that you want to opt-out of this arbitration agreement. Process. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the Rules, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Invisible Goods at: Invisible Goods, Inc., 4201 Wilson Blvd STE 110 #392, Arlington, VA 22203 (Attn: Arbitration). In the event we initiate arbitration against you, we will send a copy of the completed form to the email address or physical address we have on file. Evidence. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents we and you submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules. Subject to the Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Invisible Goods will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your complaint for arbitration was frivolous or was brought for an improper purpose (such as claims brought in bad faith). If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses (to the extent required by law). Invisible Goods will not seek, and hereby waives all rights we may have, to attorneys’ fees and expenses if we prevail in arbitration. No Class Actions. You may only resolve disputes with Invisible Goods on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Modifications. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to the foregoing arbitration terms or conditions (other than an amendment to any notice address or site link) in the future, such amendment shall not apply to any claim that was filed in a legal proceeding against Invisible Goods prior to the effective date of the amendment. In addition, you shall have the reject any such amendment by notifying Invisible Goods in writing within thirty (30) days of the date that you are first notified of the amendment (according to the procedures set forth above in this Section 18). In the event you so reject an amendment, the amendment will not apply to you – but this Section 18 will otherwise remain in fully force and effect (according to the pre-amendment version you had already agreed to). Going to Court. Subject to the arbitration provision above, you agree that the exclusive jurisdiction and venue for all disputes arising in connection with this Agreement shall be in the state and Federal courts located in San Francisco, California. You hereby submit to such jurisdiction and venue. THE TERMS AND CONDITIONS IN THIS SECTION 18 WILL NOT APPLY TO THE EXTENT PROHIBITED OR OTHERWISE.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Invisible Goods’s prior written consent. Invisible Goods may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Invisible Goods in any respect whatsoever.