User Terms

This website (the “Site”) and the products, services and features offered through the Site (the “Services”) are provided by David Zwirner Digital, LLC d/b/a Platform (“Company”, “we” “us” or “our”). By using our Services (the “User”, “you” or “your”), you are agreeing to these User Terms and Conditions (the Terms”). These Terms, together with the Privacy Policy and Copyright Policy are together referred to as this “Agreement.”

This Agreement is a binding agreement that governs your use of and access to the Services. We may post additional terms and policies on the Site that apply to some of the Services we offer and, if you use those Services, then the additional posted terms and policies will become part of this Agreement. These Terms may be updated at any time by posting the updates on the Site. By using our Services after the date of the posted changes, you are acknowledging that you understand and agree to the changes. Please read these Terms carefully and check our Site regularly for updates.

Our Services are only available to users who are at least 18 years old and reside in the United States or its territories or possessions. If you are under 18 years old or if you reside outside of the United States, or if you do not agree to these Terms, you may not access the Site or use our Services.

Section 13 contains an arbitration clause, jury trial waiver and class action waiver. By agreeing to these Terms, you are agreeing to resolve all disputes in individual binding arbitration. This means that you are waiving any right to have those disputes decided by a judge or jury and that you are waiving your right to participate in class actions, class arbitrations or representative actions.

1. ARTWORK SALES

By our Services, we act as an intermediary for buyers to purchase artwork (“Artwork”) directly from sellers. We are not an agent for buyer or sellers or party to any sale transaction, and we are not an agent or fiduciary for any buyer, seller or user for any purpose. We do not control information provided by buyers, sellers or users and are not responsible for their acts or omissions or for the actual sale of any Artwork. We may offer, but are not obligated to provide, intermediary services between the buyers and sellers on the Services relating to dispute resolution or customer service. If we decide, in our sole discretion, to provide such intermediary services, then our decisions in such matters will be binding and final on all parties and cannot be appealed or challenged in any respect.

Sellers certify that Artworks on the Services have never been previously owned by consumers and that sellers certify to us that the Artworks are in new condition, however, all Artworks on the Services are being sold on an “as-is,” “with all faults” basis. You are responsible for reviewing all of the information provided about an Artwork before placing an order. Although we strive to provide accurate descriptions and images of Artworks available on the Service, we do not warrant that the descriptions and images are complete, accurate, current, reliable, current or error-free. We are not responsible for independently verifying or investigating any Artwork, the rights of a seller to sell such Artwork, or the authenticity, condition or quality of any Artwork offered for sale via the Services. Other than as expressly provided in this paragraph, neither Company nor the seller of any Artwork on the Services makes any warranty, representation or guarantee, expressed or implied, to you or any other buyer with respect to the Artwork, including its quality, rarity, condition, provenance, merchantability, fitness for a particular purpose, importance, designer or creator, historical relevance, exhibitions, literature or as to whether the buyer will acquires any intellectual property right or reproduction right in any Artwork. No statement on the Services or otherwise made by Company or a seller, whether written or oral, shall be deemed to be any such guarantee, warranty or representation.

All orders made through the Services are subject to acceptance and the seller will not be obligated to fulfill any order unless and until it accepts the order. Orders are subject to product availability and in our sole discretion, we may cancel or refrain from processing an order for any reason (including if the Artwork is out of stock, suspicions of fraudulent orders, sales of additional units to the same customer, pricing errors or other circumstances). If your order is accepted, we will send a confirmation email with your order number, a summary of the items ordered, and shipping and pricing details. If your order cannot be completed for any reason, we will notify you using the information you provide when placing your order. Certain products that you purchase through the Digital Platform may be subject to additional terms and conditions presented to you at the time of such purchase. We also reserve the right to take steps to verify your identity prior to or after processing or accepting your order.

Certain Artworks offered on the Services may require customs, cultural and regulated species permits for export from the country in which they are located and/or import into the buyer’s country, or may be subject to a right of purchase of the country of export/origin of purchase from the buyer. We are not responsible for, and do not make any representation or warranty regarding, the requirement for, or the availability or issuance of, valid export/import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere.

Sellers and buyers are not permitted to use the Services (or using information obtained via the Services) to contact each other to make offers to sell or buy an Artwork outside of the Services. Please notify us at customerservice@platformart.com if you are contacted by a seller that you believe is violating this restriction. You agree that if you violate this restriction, you will be responsible for applicable fees and recovery of Company’s expenses in connection with monitoring and enforcing compliance with this restriction.

2. PRICING AND PAYMENT

When you use our Service to purchase an Artwork and complete the checkout process, you agree that you have made a binding commitment to purchase the Artworks listed in your order and will pay the listed prices in full via your provided payment method. If you wish to cancel a previously placed order and the Artwork has not yet shipped, you may contact Company at customerservice@platformart.com to inquire if your order is eligible for cancellation. Your payment method will be charged upon completion of the checkout and payment process. By placing an order, you authorize us and our third-party service providers to immediately charge your selected payment method for all amounts listed on the checkout page. Please note that our third-party service providers may have additional rules and policies for processing payments posted on their websites and may update such rules and policies from time to time.

We endeavor to always provide accurate pricing information for Artworks available on the Services but do not guarantee that pricing will be free of errors. We are not responsible for typographical or other pricing errors. If there is a pricing error related to your order, we will notify you and you may either cancel the order or confirm the order at the corrected product pricing. We have the right to cancel any order if a pricing error has occurred. All prices listed on the Platform are in U.S. Dollars and are subject to change without notice. The listed prices do not include taxes or charges for shipping and handling, unless expressly stated on the product page. Estimated taxes (and shipping and handling charges if applicable) will be applied to your checkout total and itemized in your shopping cart and in your order confirmation. The sales tax provided at the time of checkout will be listed in your order confirmation and will include U.S. state and local taxes and any applicable fees. You are responsible for paying all applicable sales and use taxes, VAT, export/import taxes and duties and all transactional taxes or levies relating to each Artwork you purchase.

3. SHIPPING AND RETURNS

Artworks ordered through the Services will be shipped to the destination listed in your order confirmation via our third-party fulfillment partner. You acknowledge that we are not able to ship products to destinations outside of [the United States, its territories and possessions and we do not ship to P.O. Boxes or APO/FPO addresses][1]. We will arrange for shipment of purchased Artworks through our third-party service provider and we will provide shipment tracking information upon shipment of your order. Shipping and delivery dates and times provided are only estimates and not guaranteed. We are not responsible for any loss or damage caused by a shipment delay. Title and risk of loss pass to you upon the applicable seller’s transfer of products to the delivery service provider. In the event of inclement weather or other events outside of our reasonable control that interfere with the delivery of your order, the third-party service provider will attempt to deliver your order as soon as reasonably possible. Any person located at the delivery address who accepts a delivery from the service provider is assumed to be authorized by you to receive such delivery. If you have designated an alternate person to receive delivery, such person will accept the delivery under the same terms and conditions that would apply to you, had you accepted the delivery yourself.

We encourage you to purchase shipping insurance during the checkout process (if offered) and file a claim under your policy in the event of any damage to Artwork during transit. We require sellers to follow packing procedures intended to protect Artworks throughout the shipping process. Unless otherwise posted in the listing for an Artwork you purchase, you will have two business days from your receipt of the Artwork to initiate a return by contacting customerservice@platformart.com. If eligible for return, we will arrange insured return shipping with you through our third-party service provider. Artworks must be returned in original condition, and if damages to the artwork are assessed, we will deduct the value of the damage (up to 100%, which we will determine in conjunction with the applicable gallery from any amount refunded to you. We apply a 10% restocking fee and deduct the cost of return shipping and insurance from the total amount returned to you. A portion of this restocking fee may be waived for material inaccuracies in the listing copy for the Artwork or damage due to improper packing for shipment, each as determined by us in our sole discretion. You may be required to provide us with supporting evidence for any such claims. Refunds for eligible, accepted returns of Artwork will be remitted to the payment method you used when purchasing the Artwork.

4. USING THE SERVICES

When visiting the Site and using the Services, you must comply with applicable laws, these Terms and any posted policies available on the Services. By using the Services, you agree that:

● You will use all content made available on the Services, including images, text, graphics, designs, illustrations, media, information, audio, video, materials, “look and feel”, animation, artwork, software, data and compilations (“Content”), including Content in the public domain, only as expressly permitted in these Terms.

● You will not violate applicable laws or the legal rights of others in your use of the Services, including rights of privacy, publicity and intellectual property rights.

● You agree not to reverse engineer, rent, copy, sell, modify, transfer or distribute any of the software or technology underlying the Services or Content available on the Services.

● You will not use the Services to share or post information or Content that promotes illegal activity, violence, hate or is illegal, defamatory, libelous, invasive of another’s privacy, infringing, tortious, fraudulent, offensive, abusive or harassing. You will not promote or advocate for any violent or illegal activity, hate, pornographic material, discrimination based on sex, gender identity or expression, race, religion, national origin, nationality, sexual orientation, nationality, disability or age in your use of the Service, and you will not assist others to do so.

● You will not use the Services for marketing, advertising, promotion or other purposes that are primarily commercial in nature without our prior written consent.

● If you register for a user account, you will provide us with your current, complete and accurate registration information, keep your login credentials confidential and update us in a timely manner with any changes to your registration information. You will not let others access the Services using your login credentials and will promptly notify us of any unauthorized use of your account.

● If you purchase Artwork on the Services, (a) you will provide us with correct and complete payment information, (b) you represent that you are duly authorized to use such payment method for the purchase, (c) charges incurred by you will be honored by your credit or debit card company (if applicable), and (d) you will pay charges incurred by you at the posted prices, including all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you will pay all amounts due promptly upon our first demand.

● If you provide us with any information or Content, including registration information, you agree that we may use such information and content as permitted by our Privacy Policy.

● You will not use the Services to share or post information or Content that you know to be misleading, false, inaccurate or untruthful. You will not impersonate us or others, misrepresent your identity or falsely claim that you are affiliated with us or others in your use of the Services. You will not manipulate, forge or alter identifiers or data to disguise or falsify the source of any content or information through the Services.

● You will not access or attempt to access any content or information that you do not have permission to access on the Services. You will not interfere or attempt to interfere with the proper functioning of the Services or circumvent any access restriction measures for the Services. You will not scrape or harvest any content or information from the Services or use automated methods to “crawl” or “spider” the Services.

● Any Artwork you purchase through the Services is for your own account and you are the ultimate purchaser of any such products. You have no knowledge or reason to suspect that you are under investigation, charged with or have been convicted of any substantive or predicate money laundering crime, terrorist activity or act in violation of any anti-bribery or anti-corruption law (including the US Foreign Corrupt Practices Act) and (c) you are not subject to trade sanctions, embargoes or restrictions in any jurisdiction (“Sanctioned Person”), nor are you owned or controlled by a Sanctioned Person, and none of the amounts you pay us will be funded by a Sanctioned Person.

5. INTELLECTUAL PROPERTY MATTERS

The PLATFORM name and logos displayed on the Services are our trademarks and service marks, and you may not use or display them without our prior written consent. All other trademarks, service marks and company names and logos appearing on the Services are the property of their respective owners. We retain all intellectual property and proprietary rights in and to the Site and Services, including software, source code and all data accessible or generated through the Services. No express or implied licenses are granted by Company herein. All Content made available on the Services is owned or licensed by us, our users, affiliates, licensors and third parties and is protected by copyright, trade dress, trademark and other intellectual property laws. You must comply with all restrictions and copyright notices in such Content. You are responsible for understanding the applicable law with respect to your use of Content. Our Services may include the ability for users to view Content posted by others (“User Contributions”). Any User Contributions will be considered non-confidential and non-proprietary. By submitting any User Contribution to the Services, you agree that (i) you hereby grant us and our users, affiliates and service providers, and each of our and their licensees, successors and assigns, a non-exclusive, irrevocable, royalty-free, worldwide, perpetual right and license to access, use, copy, modify, reproduce, publish, perform, display, translate, create derivative works from, transmit, distribute and exploit the User Contribution on the Services and/or in any other media, form or technology now known or later developed for the full duration of any rights existing in such User Contribution; (ii) you own or control all of the necessary rights for you to grant the foregoing license to the User Contribution; and (iii) the User Contribution complies with all applicable laws and regulations and these Terms.

6. INDEMNIFICATION AND RELEASE

You agree to indemnify, defend and hold harmless Company (including its affiliates, subsidiaries, and its and their officers, directors, employees and agents) from and against any claim, demand or loss, including reasonable legal fees (a “Claim”) made by any third party due to or arising out of your breach of any law, the rights of a third party, this Agreement, your purchase or use of any Artwork through the Services or your improper use of the Services. Company shall have the right to participate in any such Claim at its own expense. You may not settle or resolve any Claim without Company’s prior written consent (not to be unreasonably withheld or delayed) if such settlement or resolution would require any admission of fault, impose any obligation on, or otherwise require action or forbearance on the part of Company. Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with Company’s defense of these claims. You hereby release Company (including its affiliates, subsidiaries, and its and their officers, directors, employees and agents) from any Claim (known or unknown) relating to Artwork sold or Content displayed on the Services, your interactions with sellers, others user or third parties, and any disputes you may have with sellers, others users or third parties. You further waive any applicable rights under Section 1542 of the California Civil Code, and any similar law of any applicable jurisdiction, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

7. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY

THE SERVICES AND ALL INFORMATION AND CONTENT AVAILABLE ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, CONDITION, AUTHENTICITY, ACCURACY, ATTRIBUTION, PROVENANCE, GENUINENESS, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT REPRESENT OR WARRANT THAT (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR MEET YOUR REQUIREMENTS, OR (II) THE INFORMATION, CONTENT OR SERVICES AVAILABLE ON THE SITE WILL BE ACCURATE, COMPLETE, USEFUL OR RELIABLE OR THAT THE QUALITY THEREOF WILL MEET YOUR EXPECTATIONS. YOU SHALL BE SOLELY RESPONSIBLE FOR, AND WE DISCLAIM ALL LIABILITY FROM OR RELATING TO: (I) ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR ACCESS TO THE SERVICES OR USE OR DOWNLOAD OF ANY INFORMATION OR CONTENT AVAILABLE ON THE SERVICES, (II) DELETION, FAILURE TO STORE, MISDELIVERY OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL, (III) SERVICE OUTAGES, FAILURE OF OUR SERVICE PROVIDERS, VIRUSES, MALWARE, NATURAL DISASTERS, DESTRUCTION OR DAMAGE OF OUR FACILITIES, ACTS OF NATURE, WAR, CIVIL DISTURBANCE OR ANY OTHER CAUSE BEYOND OUR REASONABLE CONTROL, (IV) THE CONTENTS OF ANY OFFER OR SALE, THE SUCCESS OF ANY OFFER OR SALE OR THE ACTS OR OMISSIONS OF SITE USERS AND (V) ANY RELIANCE PLACED ON THE SERVICES AND INFORMATION AND CONTENT AVAILABLE ON THE SITE BY YOU OR ANY OTHER VISITOR TO THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

COMPANY (INCLUDING ITS AFFILIATES, OFFICERS, AGENTS, PARTNERS, ADVISERS, PERSONNEL AND CONTRACTORS) SHALL NOT BE LIABLE TO YOU, ANY BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADVISED OF THE POSSIBILITY THEREOF, AND ITS MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE LESSER OF US$100 OR THE TOTAL AMOUNT PAID BY YOU TO COMPANY UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANY ACTION RESULTING FROM ANY BREACH ON THE PART OF COMPANY OF THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

8. ENFORCEMENT AND MONITORING

We are not responsible for editing, screening, monitoring, editing or screening User Contributions before they become available on the Services. We cannot ensure that potentially objectionable User Contributions will be promptly removed after it has been posted. We do reserve the right to edit, screen, monitor, restrict access to, delete or take any other action with respect to User Contributions (or portions thereof) for any reason or no reason without giving you any prior notice, including if we believe, in our sole discretion, that such User Contributions violate these Terms or may be unlawful or harmful to us, our Services, our affiliates, service providers, employees or users. We also may, at any time and for any reason without prior notice, suspend, limit, restrict or terminate your access to all or any part of the Services or Content, including the offering of any Artwork through the Services, or change, update or adopt new practices, policies and fees for the Services and Content. We also reserve the right to disclose your identity or information about you to any third party who alleges that material posted by you violates their rights or take any legal action that we deem appropriate, including referral to law enforcement, for any illegal or unauthorized use of the Services. We have the right to cooperate fully with any law enforcement authorities or court order relating to the Services, including directives or requests to disclose the identity or other information of anyone posting any User Contributions or otherwise using the Services.

9. CHILDREN’S INFORMATION

The Services are not intended for use by those under 18 years of age and we do not knowingly solicit or collect personal information on the Services from individuals under the age of 18. If we learn that a child under the age of 13 has provided personally identifiable information to us via the Services, we will take reasonable measures to delete such information from our records and to not use such information for any purpose (except where necessary to protect the safety of the child or others as required by law).

10. VISITORS FROM OUTSIDE THE UNITED STATES

Our Services are offered from the United States and we do not knowingly collect, maintain or use personal information from individuals outside of the United States. We do not represent or warrant that the Services and Content are available for use in or appropriate for jurisdictions outside of the United States. If you access the Services from outside the United States, you agree that you are solely responsible for compliance with all local laws and regulations that may apply to your use and access. If you use the Services outside of the United States, you hereby consent to having your personal data collected, transferred to and processed in the United States. Access to the Services and Content is prohibited where such use or access is in violation of applicable laws or regulations.

11. COPYRIGHT INFRINGEMENT

If you believe that any Content available on the Services may be in violation of your copyright, please refer to our Copyright Policy below[1] for instructions on providing us with a notice of copyright infringement. It is Company policy to terminate the user accounts of repeat infringers. If you believe that any Content made available on the Services may violate your rights of publicity or rights of privacy, you may contact us at customerservice@platformart.com.

12. THIRD PARTY LINKS AND CONTENT

The Services may include links or access to services and sites owned and operated by third parties. By including these links, sites and services on the Services, we are not indicating an affiliation with or endorsing any products, services, information or content available through any third-party services or sites. Questions about third-party services or sites should be directed to the applicable third parties. Your use of any third-party services and sites may be subject to third-party terms and conditions of use and privacy policies. Any views or statements expressed in User Content, other materials provided by third parties, or third-party services and services are solely the views and the responsibility of the person or entity providing those materials, and they do not necessarily reflect our views. We do not have any control over third-party services, sites or users of the Services. We are not responsible for the actions of third parties or any loss or damage in connection with your transactions or interactions with third parties. We are not responsible for any action or inaction relating to User Contributions, transmissions or communications provided by any user or third party. We also are not responsible for your failure to comply with these Terms.

13. DISPUTE RESOLUTION AND WAIVERS

You agree with us that any claim or dispute relating to or arising from these Terms that cannot be resolved between you and us through reasonable negotiation shall be submitted to the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”, which are available on the AAA’s website) then in effect for final, mandatory and binding arbitration using the English language. Arbitration, including threshold questions of arbitrability of the dispute, will be handled on an individual basis by a single arbitrator selected in accordance with the AAA Rules. The place of arbitration shall be in Manhattan, New York, USA. Judgment on the arbitration award may be entered in any court of competent jurisdiction. All aspects of the arbitration (including its existence, content and results) will be treated as confidential except solely as necessary to enforce the results or to comply with applicable laws. The arbitrator may not award relief or damages that are inconsistent with these Terms. You understand that, by agreeing to these Terms, you and Company each agree to waive the right to submit any claim or dispute to a court or jury, to appeal to a higher court, or to participate in a class action lawsuit to the fullest extent permitted by law. Notwithstanding the foregoing, you and Company each will have the right to bring an action on an individual basis in a court of competent jurisdiction for injunctive or other equitable relief (without requiring the posting of a bond or other security) in order to preserve the status quo or avoid irreparable harm for which monetary relief is inadequate.

14. MISCELLANEOUS

● This Agreement shall become effective upon the date of your first visit to the Site. Company may terminate this Agreement at any time upon notice to you and Company has the right to, at any time, without prior notice, restrict, suspend, limit or terminate your access to all or any part of the Services, or update, change or adopt new practices, policies and fees for the Services.

● No right or obligation under this Agreement may be assigned by you without the prior written consent of Company and any attempted assignment without such consent shall be void. Company may freely assign this Agreement (in whole or part) without consent.

● Each party represents and warrants that it has full authority to enter into this Agreement, grant the rights herein, and perform its obligations and exercise its rights under this Agreement.

● This Agreement and all matters relating to it shall be governed by the laws of the State of New York, without regard to conflicts of laws principles or the UN Convention for the International Sales of Goods (CISG). Any dispute arising hereunder that the parties are unable to resolve following good faith negotiation shall be exclusively brought in the United States District Court located in the county of New York or in the Supreme Court located in the county of New York, and the parties hereto consent to the personal jurisdiction of those courts.

● We will not be responsible to you for any delay or failure in performance under this Agreement if and to the extent caused by or results from circumstances or actions beyond our reasonable control or that makes performance impracticable, including fire, flood, earthquake, other natural disaster, act of God, governmental action, war, invasion, hostilities, explosion, terrorist threat or action, riot, civil unrest, national emergency, revolution, insurrection, public health emergency, epidemic, disease outbreak, lockouts, strikes or other labor disputes, supplier or carrier delay, telecommunication or power outage, nuclear or chemical contamination, or other condition that threatens the safety, life or health of our personnel, customers or service providers, as determined by Company in its reasonable discretion.

● Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment, or fiduciary relationship between you and Company, and neither you nor Company shall have authority to contract for or bind the other party in any manner whatsoever. Company is independent from the buyers, sellers and users of the Services. This Agreement is for the sole benefit of you and Company and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

● No waiver under this Agreement is effective unless in writing signed by both parties and any such waiver is effective only for that instance and purpose and does not operate as a waiver of any future occasion or of any other term of this Agreement. Company’s failure or delay in exercising any right, remedy or privilege hereunder or any act, omission or course of dealing between the parties, in any case, shall not be waiver or estoppel of any term of this Agreement.

● Headings are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The word “including” used herein means “including without limitation.” If any provision (or portion thereof) of this Agreement is found to be invalid or unenforceable, such provision (or portion thereof) shall be severed and the remainder shall be interpreted so as to best reflect the original intent of the parties.

● If applicable law or judicial order requires us to notify you of certain events, you hereby agree that such notices will be effective upon our posting them to the Services or by email delivery to you.

This Agreement (including these Terms, the Privacy Policy, Copyright Policy and other posted notices on the Services) constitutes the sole entire agreement between the parties pertaining to the subject matter hereof, and supersede all oral negotiations and prior writings with respect to the corresponding subject matter. This Agreement may be executed in counterparts (which may be in facsimile, PDF or other electronic signature format), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. ACCESSIBILITY

We are committed to taking measures to improve digital accessibility of our Services for all users, including people with disabilities, including using the Web Content Accessibility Guidelines (WCAG) 2.1 level A criteria. We are proud of the efforts we have completed to date, but please note that our efforts at improving accessibility are ongoing and evolving. We welcome your feedback on improving the accessibility of the Services at customerservice@platformart.com.

16. CONTACT US

You may contact us at hello@platformart.com or David Zwirner Digital, LLC, 525 W. 19th Street, New York, NY 10011.

Copyright infringement claim notices should be sent to the copyright agent designated in our Copyright Policy in the format and matter described therein.

© 2021 David Zwirner Digital, LLC. All rights reserved.

COPYRIGHT POLICY
1. Copyright Infringement Claim Reporting

We respect the intellectual property rights of others and expect the users of our Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable laws. If you believe any content or materials available on the Services infringes your copyright rights, you may request that the materials be removed from the Services by sending a written notification to our designated copyright agent below. The written notification (“DMCA Notice”) must include substantially the following information, in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”):

● Your physical or electronic signature

● Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works

● Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material

● Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address)

● A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law

● A statement that the information in the written notice is accurate

● A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner

Your DMCA Notice may not be effective if you do not comply with all of the requirements of Section 512(c)(3) of the DMCA. Please note that if you knowingly materially misrepresent that material or activities on the Services are infringing your copyright, you may be liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

2. Counter Notification Procedures

If you believe that material you posted to the Services was removed or access to it was disabled due to misidentification or mistake, you may submit a counter notification (a “Counter Notice”) by sending a written notification to our designated copyright agent below. Pursuant to the DMCA, the Counter Notice must include substantially the following:

● Your physical or electronic signature

● An identification of the material that was removed or for which access was disabled and a clear description of the location of where it appeared prior to being removed or having access disabled

● Adequate information by which we can contact you (including your name, postal address, telephone number, and email address if available)

● A statement by you made under penalty of perjury that you have a good faith belief that the identified material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled

● A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you do not reside in the United States, its territories or possession, then in any judicial district in which the Services may be found) and that you will accept service from the person (or its agent) who provided the complaint at issue to the Services.

Please note that if you knowingly materially misrepresent that material or activities on the Services were removed or disabled by mistake or misidentification, you may be liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Our designated copyright agent to receive DMCA Notices and Counter Notices is:[1]

Chris Rawson

David Zwirner, Inc.

525 W. 19th Street, New York, NY 10011

For DMCA Notices: imagerights@platformart.com

For Counter Notices: imagerights@platformart.com

The DMCA allows us to restore the removed materials if the party submitting the original DMCA Notice does not file a court action against you within ten business days of receiving a copy of your Counter Notice.

3. Repeat Infringers

We review DMCA Notices and Counter Notices and will take whatever action we deem appropriate under the DMCA, including removing or disabling access to the challenged materials on the Services. It is our policy to, in our discretion and in appropriate circumstances, disable or terminate the accounts of users that are repeat copyright infringers or otherwise as provided in our User Terms and Conditions.

Please note that DMCA Notices and Counter Notices are legal notices that differ from regular communications or activities relating to our Services, and are not considered to be subject to our Privacy Policy. We may, in our discretion, disclose DMCA Notices or Counter Notices to the alleged infringer(s) and/or share or publish them with third parties, including in response to a subpoena request or other legal or judicial processes.