Creators Terms of Service
Last updated: September 11, 2023
Welcome, and thank you for your interest in Invisible Narratives, LLC d/b/a INVIZ (“INVIZ”, “we”, or “us”) and our website at www.inviz.tv, along with our related websites, networks, applications, mobile applications, merchandise services, content services and other services provided by us (collectively, the “INVIZ Services”). These Terms of Service are a legally binding contract between you and Inviz regarding your use of the INVIZ Services.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND INVIZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)
About the INVIZ Services. INVIZ is an e-commerce platform that provides to artists and influencers (the "Creators") a comprehensive set of bespoke services and which collectively make up the INVIZ Services, and which include, but are not limited to:
A turn-key merchandise service that helps Creators ideate, design, create and sell new Merchandise Product(s) (defined below), whether physical and/or digital, and whereas such merchandise service provides an end-to-end e-commerce solution for Creators to sell Merchandise Product to customers (the "Customers") by way of INVIZ managing requisite procurement, sourcing, fulfillment, customer service, online sales, sales tax obligations, shipping and related processes in order to bring new Merchandise Product to the end consumer (our "Merch Service" and described in Section 5 hereinbelow);
An optional inventory service that allows Creators to arrange with INVIZ the advanced purchase of Merchandise Product and the use of inventory to fulfill Customers' orders (rather than the use of print-on-demand fulfillment) which, in turn, may allow Creators to (a) increase net profit margins on their sales, (b) satisfy unique sourcing, and/or (c) satisfy unique procurement requirements that are often customary with bespoke forms of Merchandise Product (our “Inventory Service” and described in further detail in our Inventory Policy).
An optional form of video on-demand for content which allows Creators to bundle the sale of Merchandise Product and Content together using our merchandise on-demand service (our “M-VOD Service” and described in further detail in our M-VOD Policy);
|An optional content service which allows Creators to take advantage of numerous ways through INVIZ to create new content to help advertise and sell their Merchandise Product, including, but not limited to, by utilizing our (a) Content Development Service, (b) Content IP Rights Service, and/or (c) Content Production Resources (our "Content Service" whereas such policy is described and each aforementioned term is defined in our Content Policy);
An optional advertising and marketing service which allows Creators to take advantage of numerous ways through INVIZ in order to advertise and launch marketing campaigns for Merchandise Product (our “Advertising & Marketing Service” and described in further detail in our Advertising & Marketing Policy); and
|A set of digital tools which allow Creators to utilize a transparent, streamlined approach in order to sell Merchandise Product and/or Content, including, but not limited to, a Creator Account (defined below), a Creator Store (defined below) websites, networks, applications, mobile applications and other digital tools.
Who May Use the INVIZ Services. You may use the INVIZ Services, provided however, that you satisfy the following conditions:
You have received an invite from INVIZ notifying you that you are eligible to use the INVIZ Services, whether by email or by telephone (the “INVIZ Invitation”);
|You have registered a new Creator Account with INVIZ (defined below);
You agree to these Terms herein;
You represent and warrant to us that you are at least 18 years old;
|You represent and warrant to us that you have not previously been suspended or removed from the INVIZ Services;
|You represent and warrant to us that your registration and your use of the INVIZ Services is in compliance with all applicable laws and regulations; and
You represent and warrant to us that, if you are an entity, organization, or company, then the individual accepting these terms on your behalf represents and warrants that they have the authority to bind you to these Terms and you agree to be bound by these Terms.
Creator Account. To access most features offered by the INVIZ Services, you must register for an INVIZ creator account (your “Creator Account”). When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
Creator Store; Use of Name, Image and Likeness. Provided that the conditions described in Sections 2 and 3 hereinabove are met, then:
INVIZ shall create an online store for you that shall feature and make available the Merchandise Product for sale to Customers, whereas your store shall be owned and operated by INVIZ and consist of either (a) a subdomain that begins with the URL www.inviz.tv and structured as www.inviz.tv/collections/[subdomain], or or (b) a unique domain mutually approved by you and INVIZ (in either case, the “Creator Store”); and
You shall grant INVIZ a non-exclusive, transferable, worldwide, royalty-free license to use your name, image, voice, likeness and biography, as well as to display your trademarks, trade names, designs and logos (“Your Assets”), in connection with displaying, marketing, or otherwise the selling of the Merchandise Product, provided however, that following the Termination (as defined hereinbelow) of your use of the INVIZ Service, INVIZ's use of such elements are limited to the extent that they may be contained in or associated with any existing Merchandise Product (as defined hereinbelow) that may be sold by INVIZ insofar as INVIZ demonstrating best efforts to recoup the Creator Costs (as defined hereinbelow) (the “Name and Likeness License”).
Merch Service. Provided that the conditions described in Sections 2 and 3 hereinabove are met, then INVIZ shall collaborate with you in regular ongoing consultation within timelines that are mutually decided upon by both you and INVIZ regarding the development and sale of your merchandise product(s) on your Creator Store (your “Merchandise Product”) and described hereinbelow as follows:
Print On-Demand Fulfillment. You and INVIZ agree to create and sell Merchandise Product that fulfills customer orders (each an “Order”) by utilizing a print on-demand model which requires neither inventory purchases, the retention or maintenance of any physical collection of Merchandise Product, nor any service that incurs storage fees (“Print On-Demand Fulfillment”). In the event, however, you and INVIZ mutually agree to develop and sell a form of Merchandise Product which fulfills Orders by utilizing a pre-sales model, batch-printing model or custom product model, you agree to be bound by the terms and conditions as set forth in the Inventory Policy.
Product Exclusivity. Provided that you continue to use the INVIZ Services, (a) INVIZ's rights granted in and to Merchandise Product under these Terms are exclusive to INVIZ, and (b) you shall not provide any of the Merchandise Product to any other third party, or otherwise exploit the Merchandise Product, or any element thereof, without INVIZ's prior written consent and approval.
Product Ideation. Both you and INVIZ shall mutually ideate upon an initial set of potential products (a “Proposed Initial Product Line”) and by which such ideation shall consist of communication using either videoconference, telephone, email, messages exchanged within the Creator Portal and/or other forms of communication deemed customary. The Proposed Initial Product Line may include products that require ideation in regard to custom designs, layouts, artwork, taglines, trademarks, wordmarks, image logos, and logos (the “Design Elements”). While INVIZ shall provide asset creation services to you in order to generate the Design Elements, you reserve the right to provide Your Assets to INVIZ, if any, which may assist INVIZ in creating the Design Elements in the Proposed Initial Product Line and which may be utilized by INVIZ under the terms governed by the Name & Likeness License.
Product Design. Provided that you and INVIZ (a) mutually approve all Product Design Elements in the Proposed Initial Product Line, and (b) execute a statement of work by providing electronic acknowledgement in either the Creator Account or electronic PDF software (the “SOW”), then in accordance with the timeline and delivery schedule set forth in the applicable SOW, INVIZ shall deliver to you no less than three (3) design concepts for each product contained in the Proposed Initial Product Line for your review (the “Design Concepts”). INVIZ may provide or arrange for certain contractors and/or subcontractors to perform all or part of the Product Design, and any applicable costs and/or fees as incurred by INVIZ shall be recoupable by Inviz in accordance with the terms as described in Section 6(a). INVIZ shall be solely responsible for any and all third-party clearances and permissions for any Design Elements, unless however, such elements are provided to INVIZ by you in the form of Your Assets, provided however, you are solely responsible for any and all third-party clearances for Your Assets.
Pre-Production Samples. Provided that you and INVIZ mutually approve the Design Concepts, Inviz shall deliver pre-production samples for your review via USPS Mail, United Postal Service or Fedex Service to a physical address provided by you (the “Pre-Production Samples”).
Manufactured Samples; Notice of Changes; Notice of Insufficient Samples. Provided that you and INVIZ mutually approve the Pre-Production Samples, then:
INVIZ shall commence the commercial manufacturing of the Initial Product Line and deliver the manufactured samples for your review via USPS Mail, United Postal Service or Fedex Service to a physical address provided by you (the “Manufactured Samples”);
Provided that you wish to perform any material changes to the Manufactured Samples, then you are obligated to notify INIVZ within five (5) business days of receipt of such Manufactured Samples and thereon request INVIZ to implement such changes to any pending manufacturing orders (the “Notice of Manufactured Samples Changes”); provided, however, that if you wish to perform any material changes to the Manufactured Samples, and provided if you do not respond within five (5) business days of receipt of such Manufactured Samples, the Manufactured Samples shall be deemed approved by you and INVIZ.
Provided the event where the Manufactured Samples substantially and materially differ from the approved Pre-Production Samples (the “Insufficient Manufactured Samples”), and provided that you wish to remedy the Insufficient Manufactured Samples, then you are obligated to notify INVIZ within five (5) business days of receipt of such Insufficient Manufactured Samples and thereon request INIVZ to cease further manufacturing and cancel any pending manufacturing orders; provided, however, that if you deem such samples to be Insufficient Manufactured Samples, and provided if you do not respond within five (5) business days of receipt of such Insufficient Manufactured Samples, the Manufactured Samples shall be deemed approved by you and INVIZ.
Commercial Manufacturing. Provided that you and INIVZ mutually approve the Manufactured Samples, then the commercial manufacturing of the Initial Product Line shall commence (the “Commercial Manufacturing”).
Procurement; Sourcing. INVIZ reserves the sole right to procure, negotiate third-party contracts, effect purchase orders, evaluate and/or source products from suppliers, and source and/or retain services from contractors and/or subcontractors, provided however, that (a) upon reasonable request by the Creator, INVIZ shall fully disclose any and all suppliers, contractors and/or subcontractors, (b) the Creator may provide reasonable consultation to INIVZ regarding any Procurement or Sourcing of the Merchandise Product, (c) INVIZ shall use commercially reasonable efforts to ensure that any services or products provided by any contractors and/or subcontractors are free from material defects and adhere to a quality level that is deemed customary by industry standards, and (d) INVIZ represents and warrants that neither its Procurement nor its Sourcing shall be undermined by suppliers, contractors and/or subcontractors who engage in sweatshop practices and other employment practices abhorrent to the Creator, INVIZ, the State of California and the United States of America (the “Procurement” and the “Sourcing”).
Customer Service. INIVZ shall provide reasonable customer service which shall be available to Customers twenty-four (24) hours per day and seven (7) days per week via the INIVZ websites and which shall consist of email communication capabilities from a human representative of INVIZ and who shall be responsive to any inquiry they receive by no less than one (1) business day.
Shipping; Returns; Refund; Title. INIVZ reserves the sole right to procure, negotiate and optimize shipping terms on all Merchandise Products. INVIZ does not take title to a returned item until the returned item arrives at its respective fulfillment center. INVIZ only accepts returns of unused items that are shipped back to INVIZ in the condition in which they were delivered, with proof of purchase, within thirty (30) days of delivery of the Merchandise Product to Customers. Provided if the Merchandise Product is not returned in the same condition that it was sent to the Customer, INVIZ reserves the right not to refund the Customer for such purchase. Clearance merchandise, gift certificates, personalized items, and items marked “Non-Returnable” or “Final Sale” (as indicated on the product page before placing your order) are not eligible for return.
Product Descriptions. INIVZ attempts to be as accurate as possible when describing Merchandise Product as it is represented on each Creator Store or other INVIZ websites. However, INVIZ does not warrant that such descriptions are entirely accurate, complete, reliable, current, or error-free. Provided that the description of any Merchandise Product represented by INVIZ on a Creator Store or other INVIZ websites is inconsistent with the actual Merchandise Product after it is delivered, a Customer’s sole remedy is to return it in unused condition in accordance with INVIZ's Return Policy which is published and made available for public viewing on Inviz’s websites.
Customer Payment Processing; Third-Party Payment Software. INIVZ shall process and receive payment from all Orders placed by Customers through your Creator Store and the INVIZ Store. INVIZ reserves the right to not authorize or settle any payment INVIZ believes is in violation of these Terms or is deemed fraudulent. INVIZ leases third-party e-commerce software Shopify, Inc. (“Shopify”) in order to streamline user experience in both Creator Stores and the INVIZ Store while also leasing a variety of third-party payment processing software solutions including, but not limited to, Google Payment Corp. (“Google Pay”), Shop Pay which is owned by Shopify (“Shop Pay”), PayPal, Inc. (“PayPal”), Venmo which is owned by PayPal (“Venmo”), Stripe, Inc. (“Stripe”) and Meta Platforms, Inc. (“Meta Pay”) (collectively the “Payment Processing Software”). The Payment Processing Software handles any information that either you or Customers may provide to them in accordance with their respective privacy policies which can be found at:
for Shopify, at https://www.shopify.com/legal/privacy;
for Google Pay, at https://support.google.com/googlepay/answer/9039712?hl=en;
for Shop Pay, at https://shop.app/privacy;
for PayPal, at https://www.paypal.com/us/legalhub/privacy-full;
for Venmo, at https://venmo.com/legal/us-privacy-policy/;
for Stripe, at https://stripe.com/us/privacy; and
for Meta Pay, at https://www.facebook.com/payments_terms/privacy.
Sales Tax, Duties and Foreign Government Charges. For sales tax purposes duties and other government charges, INVIZ shall serve as the merchant of record; and in connection with Customer Orders, transactions and payments made through the Merch Services, (a) INVIZ shall deduct from the gross sales for each Order the applicable sales tax due, whether foreign or domestic, and (b) INVIZ shall be obligated to file, on a quarterly basis, to file sales tax returns for the prior quarter with the requisite tax authorities and agencies for any completed sales that post in the applicable states, territories, provinces, unions, and/ or countries (the “Sales Tax”).
Creator Payments; Creator Costs. In connection with all sales from the Merchandise Product, you shall receive fifty percent (50%) of one hundred percent (100%) of the net profits (the “Net Profits”) as your compensation (your “Creator Payments”). Net Profits shall mean all verifiable gross revenues actually earned and irrevocably received from the sale of the Merchandise Product following the recoupment by INVIZ of all costs, fees, charges and expenses directly associated therewith, including, but not limited to (collectively your “Creator Costs”):
Recoupable Merch Costs. Any item in connection with the Merch Service that was pre-approved by you and therewith was provided to you, including, but not limited to, all costs that may have been incurred by way of Product Design, Pre-Production Samples, Manufacturing Samples, Commercial Manufacturing, Procurement, Sourcing, Returns, Refunds, Discounts, Payment Processing, Creator Store hosting, Sales Tax and any other verifiable expense including any third-party commissions and other fees that you may have pre-approved (the “Recoupable Merch Costs”);
Recoupable Inventory Costs. Any item in connection with the optional Inventory Service that you may have elected to receive and therewith was provided to you, including, but not limited to, all potential costs that may have been incurred pursuant to the Inventory Policy (the “Recoupable Inventory Costs”);
Any item in connection with the optional M-VOD Service that you may have elected to receive and therewith was provided to you, including, but not limited to, all potential costs that may have been incurred pursuant to the M-VOD Policy (the “Recoupable M-VOD Costs”);
Any item in connection with the optional Content Service that you may have elected to receive and therewith was provided to you, including, but not limited to, all potential costs that may have been incurred pursuant to the Content Policy (the “Recoupable Content Costs”); and
Any item in connection with the optional Advertising & Marketing Service that you may have elected to receive and therewith was provided to you, including, but not limited to, all potential costs that may have been incurred pursuant to the Advertising & Marketing Policy (the “Recoupable Advertising & Marketing Costs”).
Creator Payment Terms; Reporting; Payment Threshold; Offset.
Creator Payment Terms. INVIZ shall pay to you the balance due for your Creator Payments on a monthly basis, within sixty (60) days after the conclusion of the prior month, and after Inviz has collected the actual Net Profits from the completed transactions in connection with the Orders (the “Completed Transactions”); the Completed Transactions shall be defined as the completed gross sale received by INVIZ in the form of either cash or cash-equivalent transactions, including, but not limited to, completed credit card transactions (the “Creator Payment Terms”). Upon receipt of the Creator Payments, INVIZ shall provide to you a statement explaining the basis for the remittance of the Creator Payments. For the avoidance of doubt, Inviz shall not owe any Creator Payments to you unless and until (a) it has actually received the Net Profits in cash or cash-equivalent value, and (b) INVIZ has recouped in accordance with Section 6 You acknowledge and agree that INVIZ may recalculate the balance due to you for your Creator Payments based on refunds, holds, or chargebacks, if any, in connection to such balance due (a “Recalculation”). In the event that you request the remittance of your Creator Payments and your Creator Payments require a Recalculation, INVIZ may hold the remittance of any Creator Payments until such recalculation is complete.
Reporting. INVIZ may invite you to access INVIZ's beta software which INVIZ is currently testing for the purpose of providing Creators with insight into their Orders, Completed Transactions, Creator Payments and Creator Costs (the “Beta Software”). Provided that you receive an invite from INVIZ to the Beta Software, and after logging into your Creator Account, you shall be provided with an electronic dashboard reporting tool which displays your accumulated monthly transaction data including, but not limited to, your Orders, your Completed Transactions, your Creator Payments and your Creator Costs (your “Creator Dashboard”). Subject to Section 7(a) hereinabove, INVIZ shall endeavor all best efforts to maintain accurate and complete records on a monthly basis for all data that is displayed in the Creator Dashboard.
Payment Threshold. INVIZ shall not be obligated to make a Creator Payment to you if the total amount owed to you under these Terms is less than one hundred US dollars (USD $100) (the “Payment Threshold”). Any amounts owed to you under the Payment Threshold shall accrue until the total amount owed to you is equal to or greater than the Payment Threshold.
Offset. INVIZ shall have the right to offset any amounts owed by Creator against any other amounts owed by INVIZ to Creator (the “Offset”).
Creator Ownership; Creator Licenses.
Creator Ownership. You shall own all rights, title and interest in and to the Merchandise Product, including, but not limited to, the underlying copyright(s) and trademark(s), if any.
Creator Limited License(s). Provided that (a) additional agreements are required in order to evidence the proper and necessary licenses and/or grant of rights by you to INVIZ insofar as INVIZ may sufficiently provide the INVIZ Services to you, and (b) INVIZ submits a reasonable request to you within a reasonable amount of time for your review and execution of any additional agreements, you agree to exercise best efforts in good faith to execute the additional agreements.
INVIZ Ownership; Inviz Licenses.
Inviz Ownership. The INVIZ Services are owned and operated by INVIZ. The services, software, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), digital tools, and all other elements of the INVIZ Services (the “INVIZ Services Elements”) provided by INVIZ are protected by intellectual property and other laws. All INVIZ Services Elements included in the INVIZ Services are the property of INVIZ or its third-party licensors. Except as expressly authorized by INVIZ, you may not make use of the INVIZ Services Elements. INVIZ reserves all rights to the INVIZ Services Elements not granted expressly in these Terms. For avoidance of doubt, the INVIZ Services Elements shall not be deemed to include any user generated content that you solely create and initially publish in social media or any other platform not owned and operated by INVIZ (the “User Generated Content”), and INVIZ shall not take ownership of your User Generated Content under these Terms except as expressly set forth in Section 8.2
INVIZ Limited License. Subject to your complete and ongoing compliance with these Terms, INVIZ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the INVIZ Services.
INVIZ License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the INVIZ Services; (b) make modifications to the INVIZ Services; or (c) interfere with or circumvent any feature of the INVIZ Services, including any security or access control mechanism. If you are prohibited under applicable law from using the INVIZ Services, you may not use it.
|Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the INVIZ Services or if a Customer of the INVIZ Services provides any such feedback (“Feedback”), then you hereby grant INVIZ an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the INVIZ Services and create other products and services.
Term, Termination and Modification of the INVIZ Services.
|Term. These Terms are effective beginning when you accept these Terms or first download, install, access, or use the INVIZ Services, and ending when terminated as described in Section 10.2.
|Termination. If you violate any provision of these Terms, your authorization to access the INVIZ Services and these Terms automatically terminates. In addition, INVIZ may, at its sole discretion, terminate these Terms or your Creator Account, or suspend or terminate your access to the INVIZ Services, at any time for any reason or no reason, with or without notice. You may terminate your Creator Account and these Terms at any time by contacting customer service at email@example.com.
|Effect of Termination. Upon termination of these Terms: (a) your license rights shall terminate and you must immediately cease all use of the INVIZ Services; (b) you shall no longer be authorized to access your Creator Account or the INVIZ Services; (c) your Creator Site shall be taken offline; (d) INVIZ shall pay to you any undisputed amounts owed to you under these Terms and not yet paid; and (e) Sections 9.1, 9.2, this 10.3, 10.4, 14.0, 15.0, 16.0, 17.0, and 18.0 shall survive.
|Abandoned Pre-Made Products. Provided that (a) a Termination occurs, (b) a material quantity of the Merchandise Products completed Commercial Manufacturing (the “Existing Merchandise”), (c) you request INVIZ to ship you the Existing Merchandise, then INVIZ agrees to release the Existing Merchandise to you, provided however, all Creator Costs have been paid in full. Provided that (i) you request INVIZ to ship to you the Existing Merchandise and (ii) the Creator Costs have not been paid in full, then INVIZ reserves the right to sell, in accordance with local and federal laws, any Existing Merchandise in its possession to settle the past due balances in connection to the Creator Costs, and any remaining Existing Merchandise, after all Creator Costs have been recouped, shall be shipped to you.
|Modification of the Inviz Services. INVIZ reserves the right to modify or discontinue the INVIZ Services at any time (including, but not limited to, limiting or discontinuing certain features of the INVIZ Services), temporarily or permanently, without notice to you. INVIZ shall have no liability for any change to the INVIZ Services or any suspension or termination of your access to or use of the INVIZ Services.
Digital Millennium Copyright Act. INVIZ complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended) (the “DMCA”). If you have an intellectual property rights-related complaint about material posted on the INVIZ Service, you may contact our Designated Agent at the following address:
Any notice alleging that materials hosted by or distributed through the INVIZ Services infringe intellectual property rights must include the following information:
|an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
|a description of the copyrighted work or other intellectual property that you claim has been infringed;
|a description of the material that you claim is infringing and where it is located on the INVIZ Services;
|your address, telephone number, and email address;
|a statement by you that you have a good faith belief that the use of the materials on the INVIZ Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
|a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
INVIZ shall promptly terminate the Creator Accounts of any Creators who are discovered by INVIZ to be repeat infringers.
Third Party Terms.
|Third Party Services and Linked Websites. INVIZ may provide tools through the INVIZ Services that enable you to export information to third-party services, including through features that allow you to link your account on INVIZ with an account on the third-party service, such as Google, TikTok, or Meta, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that INVIZ may transfer that information to the applicable third-party service. Third-party services are not under INVIZ's control, and, to the fullest extent permitted by law, INVIZ is not responsible for any third-party service’s use of your exported information. The INVIZ Services may also contain links to third-party websites. Linked websites are not under INVIZ's control, and INVIZ is not responsible for their content.
|Third Party Software. The INVIZ Services include or incorporate third-party software components that are made available under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the INVIZ Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third party licenses or to limit your use of Third-Party Components under those third-party licenses.
Prohibited Conduct. By using the INVIZ Services, you agree not to:
|use the INVIZ Services for any illegal purpose or in violation of any local, state, national, or international law;
|harass, threaten, demean, embarrass, or otherwise harm any person;
|violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
|interfere with security-related features of the INVIZ Services, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the INVIZ Services except to the extent that the activity is expressly permitted by applicable law;
|interfere with the operation of the INVIZ Services or any Customer’s enjoyment of the INVIZ Services, including, but not limited to: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the INVIZ Services; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the INVIZ Services;
|perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other INVIZ Services account without permission, or falsifying your age or date of birth;
|sell or otherwise transfer the access granted under these Terms or any INVIZ Services Elements (as defined in Section 9 hereinabove) or any right or ability to view, access, or use any INVIZ Services Elements; or
|attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
Disclaimers; No Warranties.
|Disclaimers. THE INVIZ SERVICES AND ALL ELEMENTS, MATERIALS AND CONTENT AVAILABLE THROUGH THE INVIZ SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. INVIZ DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE INVIZ SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE INVIZ SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. INVIZ DOES NOT WARRANT THAT THE INVIZ SERVICES OR ANY PORTION OF THE INVIZ SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE INVIZ SERVICES, SHALL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND INVIZ DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE INVIZ SERVICES OR INVIZ OR ANY OF ITS AFFILIATES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE INVIZ SERVICES WILL CREATE ANY WARRANTY REGARDING INVIZ OR ANY OF ITS AFFILIATES OR THE INVIZ SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE INVIZ SERVICES AND YOUR DEALING WITH ANY OTHER INVIZ SERVICES CUSTOMERS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE INVIZ SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE INVIZ SERVICES) OR ANY LOSS OF DATA, INCLUDING USER GENERATED CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. INVIZ does not disclaim any warranty or other right that INVIZ is prohibited from disclaiming under applicable law.
|Additional Disclaimers. INVIZ shall not be held liable for complying with your instructions that may be provided to you throughout your use of the INVIZ Services. You understand that INVIZ does not take responsibility for the business decisions that you make and implement through the INVIZ Services. INVIZ is not responsible for items damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by INVIZ. You are encouraged to review the applicable policies that are published and made available to the public by shipping services that INVIZ may use including, but not limited to, United Parcel Service and Fedex.
|Mutual Indemnity. You and INVIZ shall mutually indemnify, defend and hold harmless one another against any loss, damage, liability or expense (including reasonable attorneys’ fees) arising out of any third-party claim, action, proceeding asserted or instituted that: arising in connection with any breach or alleged breach of any of its representations or obligations set forth in these Terms.
|Indemnification Process. The party seeking indemnification (the “Indemnified Party”) shall promptly notify the indemnifying party (“Indemnifying Party”) of any eligible claim (provided that any delay in notification by the Indemnified Party shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the delay impairs the Indemnifying Party’s ability to defend), shall permit the Indemnifying Party to control the defense and settlement of the claim, and shall cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement. The Indemnified Party shall have the right, at its own expense, to participate in the defense and settlement of a claim represented by counsel that the Indemnified Party has selected. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed).
Limitation of Liability.
|UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (EXCEPT FOR INTENTIONAL TORTS OR WILLFUL INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS SOLELY ARISING FROM INVIZ CONTENT) SHALL INVIZ BE LIABLE TO CREATOR OR ANY THIRD PARTY UNDER THESE TERMS FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE COMPENSATION ACTUALLY PAID TO OR ON BEHALF OF CREATOR IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO CREATOR’S CLAIM. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
|IN THE EVENT THAT THE ABOVE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IS DEEMED UNENFORCEABLE FOR ANY REASON, INVIZ’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution and Arbitration
|Generally. In the interest of resolving disputes between you and INVIZ in the most expedient and cost-effective manner, and except as described in Sections 17.2 and 17.3, you and INVIZ agree that every dispute arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND INVIZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
|Exceptions. Despite the provisions of Section 17.1, nothing in these Terms shall be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
|Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to INVIZ, ATTN: Legal Department (Arbitration Opt-Out), 28220 Agoura Rd., Agoura Hills, CA 91301, and that which specifies: your full legal name, the email address associated with your Creator Account, and a statement that you wish to opt out of arbitration (the “Opt-Out Notice”). Once INVIZ receives your Opt-Out Notice, this Section 17 shall be void and any action arising out of these Terms shall be resolved as set forth in Section 17.2. The remaining provisions of these Terms shall not be affected by your Opt-Out Notice.
|Arbitrator. Any arbitration between you and INVIZ shall be settled under the Federal Arbitration Act and administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (collectively, the “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting INVIZ. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
|Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (the “Notice of Arbitration”). INVIZ's address for Notice is: INVIZ, 28220 Agoura Rd., Agoura Hills, CA 91301. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). The parties shall make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or INVIZ may commence an arbitration proceeding. All arbitration proceedings between the parties shall be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or INVIZ must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by INVIZ in settlement of the dispute prior to the award, INVIZ shall pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) ten thousand US dollars (USD $10,000).
|Fees. If you commence arbitration in accordance with these Terms, INVIZ shall reimburse you for your payment of the filing fee, unless your claim is for more than ten thousand US dollars (USD $10,000), in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in LA County, California, but if the claim is for ten thousand US dollars (USD $10,000) or less, you may choose whether the arbitration shall be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees shall be governed by the AAA Rules. In that case, you agree to reimburse INVIZ for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
|No Class Actions. YOU AND INVIZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and INVIZ agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
|Modifications to this Arbitration Provision. If INVIZ makes any future change to this arbitration provision, other than a change to INVIZ's address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to INVIZ's address for Notice of Arbitration, in which case your account with INVIZ will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
|Enforceability. If Section 17.7 or the entirety of this Section 17 is found to be unenforceable, or if INVIZ receives an Opt-Out Notice from you, then the entirety of this Section 17 shall be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 shall govern any action arising out of or related to these Terms.
|Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and INVIZ submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the INVIZ Services from our offices in California, and we make no representation that INVIZ Services Elements included in the INVIZ Services are appropriate or available for use in other locations.
|Force Majeure. Neither Party shall be liable for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, acts of terrorism, fire, pandemic, epidemic, flood, earthquake, riot, war, sabotage, labor shortage or dispute, failure of suppliers to perform or failures in supply chains, and governmental action, provided that the delayed party: (a) gives the other Party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance.
|Relationship of the Parties. Each party is an independent contractor and, subject to exceptions listed in Section 5.13, is solely responsible for its respective taxes, withholdings, and other similar statutory obligations. Nothing contained in these Terms shall be construed to create a partnership, joint venture, fiduciary or other agency relationship between the parties, and neither party has any authority to act on behalf of the other party or to enter into any contract, incur any liability or impose any legal obligation or to make any representation on behalf of the other party.
|Additional Terms. Your use of the INVIZ Services is subject to all additional terms, policies, rules, or guidelines applicable to the INVIZ Services or certain features of the INVIZ Services that we may post on or link to from the INVIZ Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
|Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
|Contact Information. The INVIZ Services are offered by Invisible Narratives, LLC, located at 28220 Agoura Rd., Agoura Hills, CA 91301. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org.
|Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the INVIZ Services.
|No Support. We are under no obligation to provide support for the INVIZ Services. In instances where we may offer support, the support will be subject to published policies.
|Data Backup. INVIZ is not obligated to back up any data, files, materials, content, or information available on or provided to the INVIZ Services or INVIZ or otherwise stored on INVIZ's servers, including your Creator Account and your Creator Store and any user generated content. IT IS SOLELY YOUR DUTY AND RESPONSIBILITY TO BACKUP SEPARATELY YOUR FILES AND DATA THAT MAY RESIDE ON INVIZ'S SERVERS. UNDER NO CIRCUMSTANCES WILL INVIZ BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR LOSS OF FILES OR DATA ON ANY INVIZ SERVER.
Modification of These Terms. INVIZ reserves the right to change these Terms on a going-forward basis at any time upon notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the INVIZ Services. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 18.12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms shall be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.