Last Updated: November 8th, 2023
Content.xyz, Inc. (DBA Pods.media, “Pods,” “we,” “us,” “our”) provides its services (described below) to you (“you” or “User") through its website located at pods.media (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PODS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
These Terms, together with any documents they expressly incorporate by reference, govern your access to and use of the Platform, including any content, functionality, and services offered on the Platform and constitute a legally binding agreement between you and Pods. By using the Platform, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you represent and warrant that you (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (2) are not listed on any U.S. Government list of prohibited or restricted parties; and (3) are at least 18 years of age. If you do not satisfy these conditions then you may not use the Platform. If we learn or have reason to suspect that you do not satisfy these conditions, we will have to close your account. If you do not agree to these Terms, you must not access or use the Platform. By accessing or using the Platform, connecting your Digital Wallet or viewing, accessing, transmitting, transacting, uploading or downloading any information or content from the Platform, you represent and warrant that you (1) satisfy the eligibility conditions set out above, (2) have read and understood the Terms, and (3) will comply with the Terms.
Modifications of the Terms. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. If the change is significant then we will also notify you, either through the Platform user interface, in an email notification (to the extent we have such information) or through other reasonable means, as we may determine. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms.
The Pods Platform. Pods operates a platform to connect podcasts (“Creators”) with Users. The Platform provides tools and services to Creators to mint and sell to Users, non-fungible Ethereum-based tokens (“Pods NFTs”) that relate to the Creator’s select recordings (“Audio Content”) and associated artwork. Creators may use the Platform to create collections of Pods NFTs and to enable Users to listen to the Audio Content associated with such Pods NFTs on-demand. Pods is an online technical intermediary; it is not a party to any agreement between the buyer and seller of Pods NFTs. Pods is freely accessible to Users but some features of the Platform are only available to Creators.
Creators. If you are an Creator wishing to use the Platform to mint and sell Pods NFTs, the additional terms and conditions set out in the Appendix to these Terms will apply (the “Additional Creator Terms”). The Additional Creator Terms expressly form part of these Terms.
Smart-Contract Enabled. Pods NFTs are represented in smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on and off the Platform (“Smart Contracts”). This means that Pods NFTs are outside of the control of any one party, including Pods, and is subject to many risks and uncertainties. We neither own nor control Metamask, Coinbase, OpenSea, the Ethereum network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.
Non-custodial. Pods does not buy, sell, or ever take custody or possession of any Pods NFTs. The Platform facilitates User purchase and collection of Pods NFTs, but Pods is not custodian of any Pods NFT. The User understands and acknowledges that the Smart Contracts do not give Pods custody, possession, or control of any Pods NFTs or cryptocurrency at any time for the purpose of facilitating transactions on the Platform. You acknowledge that Pods is a non-custodial service provider and has designed the Platform to be directly accessible by the Users without any involvement or actions taken by Pods.
Account creation. Anyone can browse the Platform and play Audio Content without signing into the Platform, but you may be required to sign into the Platform and create an account with Pods in order to take advantage of some of the Platform features, including purchasing Pods NFTs or register as a Creator. To sign into the Platform, you will need to connect your MetaMask, Rainbow, or any other compatible “digital wallet” supported by Wallet Connect (“Digital Wallet”). Pods does not provide nor operate an Digital Wallet. More information about where to find and how to set up an Digital Wallet may be found . When you connect your Digital Wallet to the Platform, we automatically create an account for you. Your account is and will always be irrevocably linked with your Digital Wallet address. You acknowledge and accept that your public Digital Wallet address will be publicly displayed on the Platform when you interact with it. Once you have successfully signed in with your Digital Wallet, you may edit your account information, including creating a username using the account settings on the Platform. From time to time, we may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the certain features or services.
Limited license to use the Platform. Subject to your strict compliance with these Terms at all times while using the Platform, Pods grants to you a limited, personal, non-exclusive, revocable and non-transferable right and license to access and use the Platform to (i) view Artwork associated with Audio Content and Pods NFTs, (ii) listen to Audio Content (solely as streamed from the Platform), and (iii) buy and collect Pods NFTs offered by Creators.
Purchases. Purchases of Creators’ Pods NFTs on the Platform shall be made in ETH through your compatible Digital Wallet. When purchasing a Pods NFT on the Platform, you agree to pay the price detailed on the transaction page of the Platform and in accordance with the procedures of the Platform. By buying a Pods NFT on the Platform or any other platform, you further agree to pay all applicable fees, including, but not limited to, any transaction fees and gas fees, as may be applicable. Subject to the successful purchase of the Pods NFT on the Platform, Pods agrees, as an accommodation to the Creator, to deliver the Pods NFT to your Digital Wallet.
Rights with Pods NFTs. You acknowledge and accept that when you purchase Pods NFTs on the Platform, you do not obtain any intellectual property rights or licenses of any nature in and to the Audio Content or the Artwork associated with them. Purchasing a Pods NFT publicly associates your Digital Wallet public address (together with any corresponding user name you have created on the Platform) with the Pods NFT. No other rights or benefits are granted to purchasers by Creators or by Pods. Notwithstanding the foregoing, from time to time, Pods may make available to Pods NFT holders, certain exclusive additional features or functionality on the Platform, such as the right to make a public comment on the Pods NFT page, provided that such features or functionality are subject to change and are only available for the duration of your ownership of the applicable Pods NFT and for so long as the Audio Content associated with the Pods NFT is available on the Platform.
Restrictions. Use of the Platform is subject to each of the following conditions: