Effective Date: January 8, 2021

Welcome to Daniel Arsham Inc. These Terms of Service set forth the terms and conditions that apply to your access and use of www.danielarsham.com, our Shopify store at arshameditions.shop, and your engagement with our services (collectively, the “Services”). Please review the following terms carefully. If you do not agree to these terms, you may not access or use the Services.

THESE TERMS OF SERVICE CONTAIN A CLASS ACTION WAIVER, JURY WAIVER, AND AN AGREEMENT TO RESOLVE ANY DISPUTE THAT MAY ARISE BY ARBITRATION.

The term “Daniel Arsham Inc.” or “us” or “we” or “our” refer to Daniel Arsham Inc., the owner of the Services. The terms “you” or “your” refer to the user or viewer of the Services.

1. Acceptance

   You agree to the terms and conditions set forth in these Terms of Service (the “Terms of Service”). These Terms of Services are the only agreement between us and you and supersede all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Services, the content, products or services provided by or through the Services, and the subject matter of these Terms of Service. You must be at least the age of legal majority where you live (which is currently 18 years old in most states) to use our Services, or you must have the permission of your parent or guardian who must agree to these terms on your behalf.

2. Modifications

   These Terms of Service may be amended at any time by us without specific notice to you. The latest Terms of Service will be posted on the Services, and you should review the Terms of Service prior to using the Services, so you are aware of any changes. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes.

3. Privacy

   The Privacy Policy is incorporated by reference into these Terms of Service, and your agreement to be bound by these Terms of Service means you are also bound by the Privacy Policy.

4. Use of Services

   • Certain sections of, or offerings from, the Services may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use.
   • We reserve the right to close, suspend, or limit access to your account and/or the Services in the event that, in our sole discretion, (a) we are unable to obtain or verify identity or eligibility; (b) the security of your account has been compromised; or (c) your account has been used in, or seems to have been used in, a nefarious manner.

5. Copyright

   The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Services are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Services, except as allowed by these Terms of Service below, is strictly prohibited. You do not acquire ownership rights to any content or other materials viewed through the Services. The postings of information or materials on the Services does not constitute a waiver of any right in such information and materials. Some of the content on the Services is the copyrighted work of third parties.

6. Trademarks

   All names, logos, product and service names, designs, and slogans are trademarks of Daniel Arsham Inc., Arsham Editions LLC, or their affiliates and licensors. You must not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify such marks without the prior written permission of Daniel Arsham Inc. or Arsham Editions LLC. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

7. Limited License; Permitted Use

   You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms of Service. All other rights are reserved.

8. Restrictions and Prohibitions on Use

   Your license for access and use of the Services and any information, products, services and materials they contain (collectively defined as “Content”) therein are subject to the following restrictions and prohibitions on use: you may not (a) copy, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Services or any Content retrieved therefrom; (b) create compilations or derivative works of any Content from the Services; (c) use any Content from the Services in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (d) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Services; (e) make any portion of the Services available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (f) remove, decompile, disassemble or reverse engineer any software in the Services or use any network monitoring or discovery software to determine the Services architecture; (g) use any automatic or manual process to harvest information from the Services; (h) use the Services for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or non-existent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions or telephone solicitations; (i) use the Services in a manner that violates any state or federal law; (j) export or re-export the Services or any portion thereof, or any software available on or through the Services, in violation of the export control laws or regulations of the United States; and (k) use the Services in any way except as permitted by these Terms of Service.

9. Errors, Corrections and Changes

   We do not represent or warrant that the Services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Services will be correct, accurate, timely or otherwise reliable or appropriate for your use. We may make changes to the features, functionality or content of the Services at any time. We reserve the right in our sole discretion to edit or delete any information or Content appearing on the Services.

10. Third-Party Content

    Third-party content may appear on the Services or may be accessible via links from the Services. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Services. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and are neither endorsed by nor do they necessarily reflect our belief.

11. Unlawful Activity

    We reserve the right to investigate complaints or reported violations of these Terms of Service and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

12. Nontransferable

    Your right to use the Services is not transferable or assignable. Any password or right given to you to obtain information is not transferable or assignable.

13. Indemnification

    You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers or information and documents, attorneys, advertisers, products and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of these Terms of Service or use of the Services.

14. Limitation of Liability

    • We and any Affiliated Party are not liable for any indirect, special, incidental, punitive, or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if advised of the possibility of such damages.
    • The aggregate liability of us and any Affiliated Party in connection with any claim arising out of or relating to the Services and/or the Content provided herein or hereby shall not exceed $100 and that amount shall be in lieu of all other remedies which you may have against us and any Affiliated Party.
    • The negation and limitation of damages set forth above are fundamental elements of the basis of the bargain between us and you. The Services and the Content presented would not be provided without such limitations.

15. Use of Information

    We reserve the right, and you authorize us, to use and share, in any manner consistent with our Privacy Policy, all information regarding your use of the Services. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential and will not be liable for the use of any ideas provided by you (including without limitation, product, service or advertising ideas). We will not incur any liability as a result of any similarities that may appear in our future products, services, or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

16. Copyright Complaints

    We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • A description of the copyright work that you claim has been infringed;
    • A description of where the infringing material is located on the Services;
    • Your address, telephone number, and email address;
    • A statement by you that you have a good faith belief that the alleged infringing use is not authorized by the copyright owner, its agent, or the law; and
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

    You can reach us directly by emailing us at info@danielarsham.com with the subject “Copyright Infringement.” Please note that we may request additional information before removing any allegedly infringing material.

17. Severable and Survival

    If any provision of these Terms of Service is found invalid or unenforceable pursuant to judicial decision, the remainder of these Terms of Service will remain valid and enforceable according to its terms. All terms that logically ought to survive the termination of these Terms of Service shall survive.

18. Legal Compliance

    You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and the Content provided therein.

19. ARBITRATION, JURY WAIVER, AND CLASS ACTION WAIVER

    Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Daniel Arsham Inc. and limits the manner in which you can seek relief from Daniel Arsham Inc.

    • General. The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms of Service promptly by negotiation between individuals who have authority to settle the controversy. If good faith negotiations do not lead to an amicable resolution within 30 days of commencing negotiations, any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The tribunal will consist of one arbitrator. The arbitration will take place in the city and country where Daniel Arsham Inc.’s headquarters is located. If this location is not feasible, the arbitration shall occur in a location of Daniel Arsham Inc.’s choosing. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    • Waiver of Jury Trial. YOU AND DANIEL ARSHAM INC. WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Daniel Arsham Inc. are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Daniel Arsham Inc. over whether to vacate or enforce an arbitration award, YOU AND DANIEL ARSHAM INC. WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
    • Waiver of Class or Consolidated Actions. YOU AND DANIEL ARSHAM INC. 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 ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Daniel Arsham Inc. is entitled to arbitration, and all claims and disputes will be resolved pursuant to Section 19(e).
    • Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 4-40 44th Drive, Long Island City, NY 11101, postmarked within thirty (30) days of first accepting these Terms of Service. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms of Service’s arbitration provisions.
    • Exclusive Venue. If you send the opt-out notice in Section 19(d), and/or in any circumstances where the foregoing arbitration agreement permits either you or Daniel Arsham Inc. to litigate any dispute arising out of or relating to the subject matter of these Terms of Service in court, then the foregoing arbitration agreement will not apply to either party, and both you and Daniel Arsham Inc. agree that any judicial proceeding will be brought in the state or federal courts located in New York, New York.
    • Governing Law. These Terms of Service shall be governed by the laws of the State of New York without regard to conflicts or choice of law rules or principles.
    • Survival. This arbitration agreement will survive the termination of your relationship with Daniel Arsham Inc.

20. Force Majeure

    We will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond our reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action, in so far as such an event prevents or delays us in fulfilling our obligations hereunder.

21. ZHEN AUTHENTICATION QUERIES

    If you have any issues or concerns regarding authentication and data privacy related to your Pokémon purchase, please contact ZHEN directly: support@zhen.io.

22. Contact Information

    If you have any questions or concerns about these Terms of Service, please contact us by email using the following information: info@danielarsham.com