Terms of Service

The following are terms of a legal agreement between you and GoGoods, Inc. ("GG") ("GG," "we," or "us"). By visiting, accessing, AND using GG's technology which provides proof of ownership of digital goods (the “technology”) at GOGOODS.io (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the "TOS"). You also acknowledge and agree that you have read, understand and agree to be bound by our Privacy Policy (the "Policy"), and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to (or cannot comply with) the TOS, Policy or any future updates thereto that may occur from time to time, please do not install, access, browse, subscribe to or otherwise use the Platform, its software or any music, images, video, text, or other material available through the Platform. GG reserves the right to update the TOS at any time without notice to you. The most current version of the TOS can be reviewed by clicking on the "Terms of Service" link (https://www.gogoods.io/terms-of-service). Please read the TOS carefully, and if you do not agree to them do not access or use the technology or the Platform. Your failure to comply with the TOS and or any other notices or terms on thE PLATFORM may result in automatic termination of any rights granted to you, without prior notice.

Services and Products:

Through use of the Technology on the Platform, GG provides you with access to purchase a variety of content from various content creators ("Content," as described in more detail below) and GG provides technical support and product information (collectively "Services") along with proof of ownership of the Content you purchase using the Technology (your “GoodDeed”). The Services, including any updates, enhancements, new features, and/or the addition of any new Platform properties, are subject to the TOS. The Platform includes mobile and device applications and all services provided by GG, GG's vendors, or other third parties GG contracts with to provide services or Content related to the Platform. The Content that may be available through the Platform and which may become your Digital Good includes musical recordings, videos, film, artwork, editorial pieces, books, gaming content, and other material related to content creators or content owners that join or use the Platform ("Creators"). You acknowledge that GG makes no representations as to whether any particular Creators will agree to use the Technology or join, or remain on, the Platform. However, any Goods sold on the Platform will remain accessible to the buyer, with the ability to resell to another buyer, forever. While some of the Content may be exclusive to the Platform, other Content will also be available through other services and outlets. The Content is the property of GG and/or third parties and is protected by copyright under both United States and foreign laws and all copyrights are specifically reserved to the Creators. The Content is made available to you only for your personal use as expressly permitted under the TOS.

Use of the Platform:

Registration Data and Privacy: In order for you to access the Services and Content on the Platform, you will have to register for an account by completing our online registration form, which requests you to supply certain information and data ("Registration Data"). By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required for it to remain current, complete and accurate. The information we obtain through your use of the Platform, including your Registration Data, is subject to the Policy, which is incorporated herein by reference. We reserve the right to verify your email address and may require you to enter a valid credit or debit card as part of the account creation and maintenance process.

Prerequisites for Use of the Platform: You need access to the internet and a compatible device in order to use the Platform and Services, and any cost for accessing the internet will be your responsibility, whether you use the Services via computer, mobile phone, tablet, smart TV, or other device capable of internet connection. If you use the Services via mobile phone you may also incur data transfer costs from your mobile carrier. GG cannot guarantee that the Technology or Services will work with all device and accepts no responsibility for any lack of functionality that is due to your devices or internet or mobile services.

Application: The "Application" means any application or other technical interface provided by us that is used to access the Technology and the Platform. Subject to the TOS, GG grants you a personal, non-exclusive, non-transferable, limited and revocable license to download, run and use the Application for personal use on relevant devices owned or controlled by you. Such license also applies to updates and upgrades that replace or supplement the Services. The Application is licensed, not sold, to you, and GG retains ownership of all copies of the Application even after installation on your devices. [Let’s discuss how to address digital ownership, here].

Restrictions on Use: Each person using the Platform must have a unique account. Sharing of accounts is strictly prohibited. The Platform is protected by federal and international copyright and trademark laws. No portion of the materials on these pages may be reprinted, republished, modified, or distributed in any form without our written permission. You will keep intact any proprietary notices, including copyright notices, contained on any Content and will comply with any applicable additional terms of service or license associated with them. Any rights not expressly granted by the TOS are reserved by us and our licensors.

You agree that when using the Platform, you will not:

Use the Platform in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute, disseminate, or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or violate any law.
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available to you through your use of the Platform in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Services specifically allow such messages.
Download any file posted by another user that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in any Content.
Restrict or inhibit any other user from using and enjoying the Platform.
Violate any code of conduct or other guidelines which may be applicable for any particular Service.
Harvest or otherwise collect information about others, including e-mail addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

GG has no obligation to monitor the Services. However, GG reserves the right to review materials posted to the Platform and to remove any materials in its sole discretion.

GG reserves the right at all times to disclose any information as GG deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in GG's sole discretion.

Limited Grant of Rights: When you purchase Content using the Technology, the Technology enables you to sell the Content with the attendant GoodDeed once solely pursuant to U.S.C. Section 109 and otherwise limited right to use the Content strictly as set forth in the TOS. Any and all rights in the Content held by GG or third parties (which are not otherwise specifically granted hereunder) are reserved by GG or the third parties, as applicable, including without limitation the copyrights therein. The restrictions on Content contained herein apply to each file or other element comprising any piece of Content. You must be a registered user of the Platform in order to access Artist's Content. The Content is available solely for your personal use unless you sell that right, your GoodDeed to another user, in which case you will lose access to The Content. The Platform may enable you to listen to, view, and/or read (as the case may be) Content that may be accessed by you in digital form, and you shall do so solely for your personal, noncommercial entertainment use. Except as specifically permitted under the TOS, all copying, distribution, downloading, uploading or sharing or other use of the Content is prohibited without the prior written consent of the Content rights holders. You represent, warrant and agree that you are using the Platform for your own personal, noncommercial entertainment use and not for redistribution or transfer of any kind other than the permitted transfer of ownership in accordance with the GoodDeed for the Content. You agree not to transfer, sell, resell, assign, license, copy, modify, make derivative versions of, redistribute, broadcast, publicly perform or publicly display any Content obtained through the Platform other than as specifically allowed herein.

Changes to the Platform: We reserve the sole right to either modify or discontinue the Technology, the Platform or Services, including any features therein, at any time with or without notice to you. We will not be liable to you or any third party if we exercise that right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, etc. Any new features that augment or enhance the then-current Services will also be subject to the TOS.

Interruptions of Service on the Platform: You understand and agree that temporary interruptions of the Technology, Platform and/or Services may occur as normal events. You understand and agree that we have no control over third party networks you may access during use of the Platform, and therefore, delays and disruption of other network transmissions are completely beyond our control. We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

DMCA Policy:

GG respects the intellectual property of others, and we expect our users to do the same. GG has adopted the following procedures to respond to alleged copyright infringement in accordance with the Digital Millennium Copyright Act. The address of our designated agent to receive notification of infringement ("Designated Agent") is listed at the end of this policy. If you believe your copyright or other intellectual property rights have been infringed by materials on the Platform, please send notification to our Designated Agent identified below. To be effective, the notification must include: (i) a description of the copyrighted work or other intellectual property that you believe has been infringed; (ii) a description of where the material that you claim is infringing is located on the Platform; (iii) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (iv) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on that person's behalf; (v) your address, telephone number, and email address; and (vi) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received may be terminated.

Designated Agent for Claimed Infringement:

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the Platform without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Disclaimer of Warranty:

USE OF THE TECHNOLOGY AND PLATFORM IS AT YOUR SOLE RISK. The TECHNOLOGY AND PLATFORM including all SOFTWARE, Content and other information, materials and products included on or otherwise made available to you through the PLATFORM are provided "as-is" and "as available" without warranties of any kind from GG or any CONTENT owners. To the full extent permissible by applicable law, GG and all CONTENT owners disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither GG nor any CONTENT owner warrants that the PLATFORM or any SOFTWARE, Content, information, materials or products included on or otherwise made available to you through the PLATFORM are free of viruses or other harmful components.

Neither GG nor any content owner will be liable for any INCIDENTAL, PUNITIVE, SPECIAL or CONSEQUENTIAL damages of any kind arising from the use of the platform or from SOFTWARE, Content, information, materials or products included on or otherwise made available to you through the platform, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID for subscribing to the content GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.

YOU UNDERSTAND AND AGREE THAT IF YOU STREAM, DOWNLOAD OR OTHERWISE ACCESS OR OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT ALL APPLY TO YOU.

Limitation of Liability:

IN NO EVENT WILL GG BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE PLATFORM OR ANY USE OF THE PLATFORM, OR OF ANY WEBSITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE PLATFORM, OR FOR THE USE, STREAMING OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF GG IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability shall be limited to the greatest extent permitted by law. To the fullest extent permitted by law, GG's liability arising from any error or other circumstance that may give rise to liability in relation to the Services shall – except for instances of any physical harm, gross negligence and willful misconduct - be limited to the amount paid by you for access to the Services in the relevant month.

Indemnification:

You agree to indemnify, defend and hold harmless GG, its affiliates, parents and subsidiaries from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) or other expenses that arise directly or indirectly out of or from (i) your breach of the TOS; and (ii) your activities in connection with the Platform. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Jurisdiction and Venue:

The Platform is intended for use by and directed to residents of the United States. All advertising and claims contained on the Platform are valid only in the United States. Although the Platform may be accessible worldwide, we make no representation that materials on the Platform are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Platform is void where prohibited.

Any legal issues arising in connection with the Platform will be governed by and construed in accordance with the laws of the State of California, United States of America. You submit to the exclusive jurisdiction of the state and federal courts in Los Angeles, California, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce the TOS, the prevailing party will be entitled to costs and reasonable attorneys' fees.

Please note that the laws and regulations in different countries impose different requirements on the Internet and personal data protection. GG is located in the United States, as are the servers that make the Platform available worldwide. All matters relating to the Platform are governed by the laws of the State of California in the United States. If you are located outside of the United States, you understand that any information you provide will be transferred to the United States, which may not have privacy laws similar to those in your own country, and that by submitting the information you authorize this transfer.

No Unlawful or Prohibited Use:

As a condition of your use of the Platform and Services, you agree that you will not use the Platform or Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Platform or Services in any manner that could damage, disable, overburden, or impair any GG server, or the network(s) connected to any GG server, or interfere with any other party's use and enjoyment of the Platform or Services. You may not attempt to gain unauthorized access to the Platform, Services, Content, other accounts, computer systems or networks connected to any GG server or to any of the Services, through hacking, password mining, reverse engineering or any other means. You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Platform, Services or Content. You agree to abide by the rules and policies established from time to time by GG. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Platform and Services, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform or Services.

Trademarks:

All trademarks, trade names, logos, copyrights, and service marks (collectively "Marks") appearing on the Platform, except as otherwise noted, are trademarks owned or used under license by GG in the territories where GG markets products or services bearing such Marks. The use or misuse of these trademarks or any other content on the Platform, except as provided in the TOS or in the Content, is strictly prohibited. Nothing contained on the Platform will be construed as granting, by implication or otherwise, any license or right to use any GG Mark without GG's prior written consent.

Intellectual Property Rights:

The Marks and all other source identifying names and graphics displayed on the Platform, and the Platform and all Content including, but not limited to, all music, video, text, and images (collectively, the "IP"), are owned and copyrighted by GG or others with all rights reserved unless otherwise noted. GG does not permit the use of its IP in advertising, as an endorsement for any product or service, or for any other purpose, commercial or otherwise, without GG's prior express written permission. Nothing contained on the Platform should be construed as granting, by implication, estoppels, or otherwise, any license or right to use the IP without the prior express written permission of GG or such other third party that may own the IP. Your use of the IP, or any other content on the Platform, except as provided in the TOS, is strictly prohibited. You are also advised that GG, its licensees and/or the third party IP owners will aggressively enforce intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Other Terms:

Notices: All notices to a party will be in writing and will be made either via email or conventional mail. Notices to us must be sent to:

GoGoods Inc.

PO Box 3058

Dana Point, CA 92669

notice@gogoods.io

Notices to you may be sent either to the email address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may publish notices or messages through the Platform to inform you of changes to the Platform or other matters of importance, and such publication will constitute notice to you. Any notices or communication under the TOS will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

Termination of Use: You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Platform with or without notice and for any reason, including, without limitation, breach or alleged breach of the TOS. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on the Platform immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. If applicable, we will refund to you a pro-rata share of your Subscription charge to account for the period you will not be able to access the Platform. We will not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Your liability for any unpaid fees will survive any termination. We may also terminate the TOS Agreement and close your account at any time on reasonable notice to you if we cease to provide the Services.

Eligibility to Enter into Agreement: You hereby warrant and agree that (a) you are 18 years of age or over; or (b) you are between the age of 13 and 17, and have express permission from your parent or guardian to use the Services. If you are under age 13, you are not permitted to use the Services or to submit any personally identifiable information to GG. If GG reasonably believes that you have not told us your true age, we may suspend your use of the Services until you have provided us with acceptable proof of age.

Miscellaneous: If any part of the TOS is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Any failure by us to enforce or exercise any provision of the TOS or related rights will not constitute a waiver of that right or provision. Any cause of action brought by you against us or our affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred. You may not assign your rights and obligations under the TOS to any party and any purported attempt to do so will be null and void. We may freely assign our rights and obligations under the TOS. You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Services or Content or use of or access to the Platform. The TOS constitute the entire agreement and understanding between us concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. The TOS may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend the TOS or to obtain a Subscription to the Platform which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with the Platform is in conflict or inconsistent with the TOS, the TOS will take precedence. The owners of the Content are intended beneficiaries of the TOS and shall have the right to enforce the TOS against you.

NOTICE TO CALIFORNIA RESIDENTS:

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice which is hereby offered as a convenience to you:

The name and address of the provider of the Services is: