Terms of Service

Last Updated: May 30, 2026

These Terms of Service ("Terms") govern your access to and use of the websites, storefronts, applications, tools, checkout pages, artist merchandise stores, and related services operated by Shadowbox Ventures, LLC, doing business as Shadowbox Merch Services ("Company," "we," "us," or "our") (collectively, the "Services").

The Services provide a managed marketplace and service platform that enables artists, labels, bands, brands, managers, rights holders, and other partners to operate online merchandise storefronts. Depending on the applicable storefront, campaign, or agreement, we may create and maintain storefronts, collect payments, coordinate production and fulfillment, provide customer service, and perform related administrative, technical, marketing, and operational services.

By accessing or using the Services, creating an account, placing an order, submitting content, operating a storefront, or using any part of the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services.

1. Eligibility

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services. If you are under the age of majority in your jurisdiction, you may use the Services only with the consent and supervision of a parent or legal guardian.

By using the Services, you represent and warrant that:

• You have the legal capacity to enter into these Terms.
• You will comply with these Terms and all applicable laws.
• Any information you provide to us is accurate, current, and complete.
• You are not prohibited from using the Services under applicable law.

2. Changes to These Terms

We may update these Terms from time to time. When we make changes, we will update the "Last Updated" date above. If we make material changes, we may provide additional notice, such as by posting a notice on the Services or sending an email.

Your continued use of the Services after updated Terms become effective means you accept the updated Terms.

3. Privacy

Our collection and use of personal information is described in our Privacy Policy, available at www.shadowboxmerch.com/legal/privacy. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

4. Platform Role

The Services provide a managed merchandise commerce platform for artists, labels, bands, brands, managers, rights holders, and other partners ("Artist Partners") to create, operate, and support online merchandise storefronts.

Depending on the applicable storefront, campaign, or agreement, we may provide some or all of the following services:

• Storefront creation, setup, hosting, configuration, and maintenance.
• Product setup, product page creation, catalog management, and merchandising support.
• Payment collection and transaction processing.
• Order management.
• Print-on-demand, production, warehousing, packaging, shipping, and fulfillment coordination.
• Customer service, including order support, returns, exchanges, refunds, and customer communications.
• Sales reporting, analytics, campaign support, and administrative services.
• Marketing, promotional, and technical support.

Although some storefronts may feature the names, likenesses, trademarks, logos, artwork, photographs, designs, or other intellectual property of Artist Partners, the Services are operated by Shadowbox Merch Services unless a particular storefront states otherwise.

We may act as the customer-facing operator of the storefront and may handle payment collection, fulfillment, and customer support. Artist Partners remain responsible for providing accurate, authorized, and lawful materials, approvals, product direction, and brand-related content, unless otherwise agreed in writing.

Nothing in these Terms creates a joint venture, partnership, franchise, employment relationship, agency relationship, or fiduciary relationship between us and any Artist Partner, customer, or user.

5. Accounts

You may need to create an account to access certain features of the Services. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You agree to:

• Provide accurate and complete account information.
• Keep your account information updated.
• Protect your password and account credentials.
• Notify us promptly if you suspect unauthorized access to your account.
• Not share your account with others unless expressly permitted by us.

We may suspend or terminate your account if we believe you have violated these Terms, created risk for us or others, engaged in fraudulent activity, or used the Services in an unlawful or abusive manner.

6. Customer Orders

When a customer places an order through a storefront operated through the Services, the customer agrees to pay all applicable charges shown at checkout, including product prices, taxes, shipping charges, handling charges, and any other applicable fees.

We may collect payments directly or through third-party payment processors. We may also manage refunds, returns, exchanges, chargebacks, fraud review, order cancellation, and customer service communications.

All orders are subject to acceptance, availability, fraud screening, payment authorization, production feasibility, rights clearance concerns, and fulfillment capacity. We may cancel, refund, limit, or refuse any order if we determine that doing so is appropriate.

Because many products offered through the Services may be made-to-order, print-on-demand, custom, limited-run, event-specific, campaign-specific, or artist-specific, orders may be final sale except where a return, exchange, refund, or replacement is required by law or permitted by our posted return policy.

7. Pricing and Product Information

We try to display accurate product descriptions, images, availability, pricing, and shipping information. However, we do not guarantee that all information on the Services is accurate, complete, current, or error-free.

Product images are for illustrative purposes and may vary from the actual product due to differences in screen settings, production methods, garment blanks, materials, print placement, sizing, color variation, or manufacturing tolerances.

We reserve the right to correct errors, update information, change prices, modify product offerings, and cancel orders affected by errors or inaccuracies.

8. Payment Processing

Payments may be processed by third-party payment processors. By submitting payment information, you authorize us and our payment processors to charge your selected payment method for the total amount shown at checkout.

You represent and warrant that:

• You are authorized to use the payment method provided.
• The payment information you provide is accurate.
• You will not initiate improper chargebacks or payment disputes.

We are not responsible for errors, delays, or security issues caused by third-party payment processors, except to the extent required by law.

9. Taxes

Prices shown may not include applicable taxes unless expressly stated. You are responsible for all applicable sales, use, value-added, goods and services, import, customs, duties, and similar taxes or charges associated with your order.

Where required, we or our third-party service providers may collect and remit applicable taxes.

10. Production and Fulfillment

We may fulfill orders directly or through third-party production, print-on-demand, warehousing, logistics, and shipping providers.

Product availability, materials, sizing, colors, blanks, printing methods, embroidery methods, packaging, and shipping options may vary. Product images, mockups, colors, and placement shown on the Services are for reference only and may vary from the finished product due to production methods, screen settings, garment variation, manufacturing tolerances, or supplier availability.

We may substitute substantially similar materials, blanks, suppliers, or production methods where necessary or appropriate, provided that the substitution does not materially reduce the overall quality or value of the product.

Shipping and delivery dates are estimates only unless expressly guaranteed in writing. We are not responsible for delays caused by carriers, customs, weather, labor disruptions, supply shortages, inaccurate addresses, failed delivery attempts, force majeure events, or circumstances outside our reasonable control.

11. Shipping, Delivery, and Risk of Loss

Shipping times are estimates only and are not guaranteed unless expressly stated. Delivery may be affected by carrier delays, customs processing, weather, labor disruptions, supply-chain issues, incorrect addresses, or other circumstances outside our control.

Risk of loss and title for physical products may pass to you upon delivery to the carrier or upon delivery to the shipping address, depending on applicable law and the shipping terms associated with your order.

You are responsible for providing an accurate shipping address. We are not responsible for lost, delayed, or misdelivered orders caused by inaccurate or incomplete shipping information.

12. Customer Service, Returns, and Refunds

We may provide customer service for orders placed through the Services, including support for order status, shipping issues, damaged items, defective items, incorrect items, returns, exchanges, refunds, and other customer inquiries.

Our return, exchange, and refund policy is available at www.shadowboxmerch.com/returns and is incorporated into these Terms.

We may issue refunds, replacements, credits, or other remedies in our discretion or as required by law. We may deny refund, return, exchange, or replacement requests where the request does not comply with our policies, the product is not eligible, the issue was caused by customer error, or we reasonably believe the request is fraudulent or abusive.

Artist Partners acknowledge that customer service decisions, refunds, replacements, credits, chargebacks, fraud disputes, and order adjustments may affect amounts payable to Artist Partners, depending on the applicable agreement between us and the Artist Partner.

13. Artist Partner Responsibilities

If you are an Artist Partner or are using the Services on behalf of an Artist Partner, you represent and warrant that you have full authority to use the Services and to provide all materials, approvals, instructions, and information submitted to us.

Artist Partners are responsible for:

• Ensuring that all artist names, band names, stage names, logos, trademarks, artwork, photographs, likenesses, images, album art, lyrics, tour names, slogans, designs, and other submitted materials are properly owned, licensed, cleared, or authorized.
• Obtaining all required permissions from artists, band members, labels, managers, photographers, designers, estates, publishers, unions, guilds, sponsors, licensors, venues, festivals, and other rights holders.
• Ensuring that submitted materials do not infringe, misappropriate, or violate any copyright, trademark, publicity, privacy, contractual, moral, or other rights.
• Providing accurate product information, campaign information, storefront copy, promotional information, and any required disclosures.
• Reviewing and approving storefronts, product listings, artwork, mockups, merchandise designs, pricing, and campaign materials where approval is requested or required.
• Complying with applicable laws, rules, regulations, agreements, and industry obligations.
• Paying any royalties, artist shares, label shares, commissions, union payments, guild payments, mechanical or publishing-related payments, third-party license fees, or other amounts owed to third parties, unless otherwise expressly agreed in writing.

We may rely on the information, materials, instructions, and approvals provided by Artist Partners. We are not responsible for verifying ownership, rights, approvals, or clearances for Artist Partner materials unless expressly agreed in a separate written agreement.

14. Storefront Operation and Control

We reserve the right to determine how the Services are operated, including storefront functionality, checkout flow, payment methods, product display, production methods, fulfillment workflows, customer service processes, technical standards, and platform policies.

We may accept, reject, modify, suspend, remove, or disable any storefront, product, listing, design, campaign, content, or order if we believe, in our sole discretion, that it:

• Violates these Terms or any applicable policy.
• May infringe or violate third-party rights.
• May violate applicable law.
• Creates operational, financial, reputational, legal, or safety risk.
• Contains inaccurate, misleading, offensive, unlawful, or inappropriate content.
• Cannot reasonably be produced, fulfilled, shipped, or supported.
• Fails to meet our quality, technical, production, or brand standards.

We may make reasonable changes to storefronts, listings, product descriptions, product categorization, images, mockups, checkout flows, and customer communications to improve accuracy, usability, compliance, customer experience, fulfillment, or platform performance.

15. Artist Partner Content License

If you are an Artist Partner, you may provide artwork, logos, names, likenesses, trademarks, service marks, trade names, photographs, designs, album art, tour art, lyrics, slogans, copy, product information, metadata, audio, video, links, social media handles, and other materials ("Artist Partner Content").

You retain ownership of your Artist Partner Content. By submitting Artist Partner Content to us, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, reproduce, display, distribute, modify, format, adapt, crop, resize, print, manufacture, advertise, market, promote, and otherwise use the Artist Partner Content as necessary or useful to:

• Create, operate, maintain, and promote storefronts.
• Create product listings, product mockups, and merchandise designs.
• Manufacture, print, fulfill, ship, and support merchandise orders.
• Process payments, returns, refunds, chargebacks, and customer service requests.
• Market and promote the storefront, products, campaigns, and Services.
• Provide reporting, analytics, technical support, and administrative services.
• Comply with legal, tax, accounting, and operational obligations.

This license continues for as long as necessary to provide the Services, fulfill existing orders, support customers, maintain business records, comply with legal obligations, and exercise our rights under these Terms or any applicable agreement.

16. Relationship Between the Platform, Customers, and Artist Partners

Customers purchasing merchandise through the Services understand that products may be associated with one or more Artist Partners. However, unless otherwise stated at checkout or in a separate written agreement, customer support, payment collection, order management, fulfillment coordination, returns, exchanges, and refunds may be handled by us.

Artist Partners are not responsible for operating the technical platform unless otherwise agreed in writing. We are not responsible for the independent acts, omissions, statements, promises, or obligations of Artist Partners outside the Services.

To the extent there is a conflict between these Terms and a separate written agreement between us and an Artist Partner, the separate written agreement will control with respect to that Artist Partner.

17. Sales Proceeds, Fees, and Partner Payments

If you are an Artist Partner, your right to receive any sales proceeds, revenue share, royalty, commission, or other payment will be governed by a separate written agreement between you and us.

Unless otherwise agreed in writing, amounts payable to Artist Partners may be calculated net of applicable fees, taxes, refunds, returns, replacements, discounts, chargebacks, payment processing fees, fulfillment costs, shipping costs, platform fees, promotional costs, adjustments, reserves, or other amounts associated with operating the storefront and fulfilling orders.

We may withhold, offset, delay, or adjust payments where reasonably necessary to address refunds, chargebacks, fraud, suspected rights issues, customer disputes, tax obligations, legal claims, accounting errors, or breach of these Terms or any applicable agreement.

18. No Rights Clearance by Platform

We do not provide legal clearance, rights clearance, trademark clearance, copyright clearance, publicity-rights clearance, royalty accounting, music publishing administration, union compliance, or legal advice to Artist Partners unless expressly agreed in a separate written agreement.

Approval of a storefront, product, design, campaign, upload, or order by us does not mean that we have verified ownership, cleared rights, approved legal compliance, or assumed responsibility for Artist Partner Content.

Artist Partners should consult their own legal, tax, accounting, royalty, and business advisors before submitting materials or launching storefronts through the Services.

19. Intellectual Property Rights

The Services, including software, website design, text, graphics, interfaces, logos, trademarks, service marks, trade dress, images, audio, video, data, product layouts, and other content, are owned by us or our licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose.

You may not:

• Copy, reproduce, distribute, modify, publicly display, publicly perform, or create derivative works from the Services except as expressly permitted.
• Use our trademarks, logos, or branding without prior written permission.
• Reverse engineer, decompile, disassemble, scrape, or attempt to extract source code or underlying data from the Services.
• Remove or alter copyright, trademark, or proprietary rights notices.

20. User Content

The Services may allow users to submit reviews, comments, photos, messages, feedback, or other content ("User Content").

You retain ownership of your User Content. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, reproduce, display, distribute, modify, adapt, publish, and use the User Content in connection with the Services, marketing, customer support, and business operations.

You are solely responsible for your User Content. You agree not to submit User Content that:

• Is unlawful, defamatory, obscene, harassing, hateful, abusive, threatening, or discriminatory.
• Infringes intellectual property, privacy, publicity, or other rights.
• Contains malware, spam, or misleading information.
• Impersonates another person or misrepresents your affiliation with any person or entity.
• Promotes illegal activity or violates these Terms.

We may remove or restrict User Content at any time, but we are not obligated to monitor all User Content.

21. Copyright Complaints

If you believe that content on the Services infringes your copyright, you may submit a copyright notice to: dmca@shadowboxmerch.com

Your notice should include:

• Your physical or electronic signature.
• Identification of the copyrighted work you claim has been infringed.
• Identification of the allegedly infringing material and where it is located.
• Your contact information.
• A statement that you have a good-faith belief that the disputed use is not authorized.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

We may remove or disable access to allegedly infringing content and may terminate repeat infringers where appropriate.

22. Acceptable Use

You agree not to use the Services to:

• Violate any law, regulation, or third-party right.
• Commit fraud or engage in deceptive, abusive, or harmful conduct.
• Interfere with or disrupt the Services.
• Circumvent security, access controls, payment systems, or usage limits.
• Use bots, scrapers, crawlers, or automated tools without our written permission.
• Attempt to gain unauthorized access to accounts, systems, or data.
• Upload malware, viruses, or harmful code.
• Engage in spam, phishing, credential harvesting, or other malicious activity.
• Resell products in violation of applicable terms, restrictions, or laws.
• Misuse discount codes, promotions, referral programs, or chargeback processes.
• Create false accounts, fake orders, or artificial engagement.
• Use the Services in a way that could damage our reputation, systems, users, Artist Partners, or business.

23. Prohibited Products and Content

We may prohibit or restrict products, designs, or content that we determine, in our sole discretion, are unlawful, harmful, infringing, misleading, offensive, unsafe, or inconsistent with our brand or business standards.

Prohibited content may include, without limitation:

• Infringing or unauthorized use of copyrighted works, trademarks, names, logos, images, or likenesses.
• Counterfeit goods.
• Hate speech, harassment, threats, or discriminatory content.
• Sexually exploitative or non-consensual content.
• Content promoting violence, terrorism, self-harm, or illegal activity.
• False, misleading, or deceptive claims.
• Products that violate safety, labeling, consumer protection, or import/export laws.

We may reject, suspend, delist, remove, or refuse to fulfill any product or order that violates this section or otherwise creates legal, reputational, operational, or safety concerns.

24. Promotions, Discounts, and Gift Cards

Promotions, discount codes, credits, gift cards, and special offers may be subject to additional terms. Unless otherwise stated:

• Promotions are valid for a limited time only.
• Promotions may not be combined.
• Promotions have no cash value.
• Promotions may be modified or canceled at any time.
• Promotions may be limited by geography, product, artist, collection, quantity, or customer.

We reserve the right to cancel orders or accounts that misuse promotions, discount codes, credits, or gift cards.

25. Beta Features and Platform Changes

We may release beta, experimental, or limited-availability features. These features may be modified, suspended, or discontinued at any time and may not function as expected.

We may modify, suspend, or discontinue any part of the Services at any time, including features, storefronts, product offerings, pricing, integrations, or availability.

26. Third-Party Services

The Services may integrate with or link to third-party websites, platforms, payment processors, shipping providers, social media networks, analytics tools, marketing tools, production providers, fulfillment providers, or other third-party services.

We are not responsible for third-party services, including their content, availability, practices, terms, or privacy policies. Your use of third-party services may be governed by separate terms and policies.

27. Disclaimers

THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
• PRODUCT INFORMATION WILL ALWAYS BE ACCURATE OR COMPLETE.
• PRODUCTS WILL MEET YOUR EXPECTATIONS.
• DEFECTS WILL BE CORRECTED.
• THE SERVICES WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS.
• ARTIST PARTNER CONTENT HAS BEEN CLEARED, AUTHORIZED, OR APPROVED BY ALL RELEVANT RIGHTS HOLDERS.

Some jurisdictions do not allow certain warranty disclaimers, so some disclaimers may not apply to you.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SERVICE PROVIDERS, LICENSORS, PAYMENT PROCESSORS, FULFILLMENT PROVIDERS, AND BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, PRODUCTS, ORDERS, CONTENT, STOREFRONTS, CAMPAIGNS, OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES, PRODUCTS, ORDERS, CONTENT, STOREFRONTS, CAMPAIGNS, OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM; OR
• $100.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

29. General Indemnification

You agree to defend, indemnify, and hold harmless us and our officers, directors, employees, contractors, agents, affiliates, service providers, licensors, payment processors, fulfillment providers, and business partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Services.
• Your violation of these Terms.
• Your violation of applicable law.
• Your User Content.
• Your infringement or violation of any intellectual property, privacy, publicity, contractual, or other rights.
• Your fraud, misconduct, or negligence.

We reserve the right to control the defense of any matter subject to indemnification, and you agree to cooperate with us.

30. Artist Partner Indemnification

If you are an Artist Partner, you agree to defend, indemnify, and hold harmless us and our officers, directors, employees, contractors, agents, affiliates, vendors, service providers, licensors, payment processors, fulfillment providers, and business partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Artist Partner Content.
• Any claim that Artist Partner Content infringes, misappropriates, or violates intellectual property, publicity, privacy, contractual, moral, or other rights.
• Any dispute among artists, band members, labels, managers, representatives, estates, licensors, sponsors, venues, festivals, or other rights holders.
• Any failure to obtain required rights, licenses, permissions, approvals, consents, or clearances.
• Any inaccurate product, campaign, rights, royalty, payment, tax, or ownership information provided by you.
• Any royalties, commissions, license fees, union payments, guild payments, artist shares, label shares, publishing-related payments, or other third-party amounts owed by you.
• Your breach of these Terms or any applicable agreement.
• Your violation of applicable law.

We reserve the right to control the defense of any matter subject to indemnification, and you agree to cooperate with us.

31. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms, created risk, caused harm, engaged in unlawful activity, or used the Services in a way that may harm us, users, Artist Partners, or third parties.

You may stop using the Services at any time. If you have an account, you may request account deletion by contacting us at support@shadowboxmerch.com.

Sections that by their nature should survive termination will survive, including intellectual property, payment obligations, storefront obligations, content licenses, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

32. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where applicable law requires otherwise.

33. Dispute Resolution

Please contact us first if you have a dispute. Most customer concerns can be resolved quickly through our customer support process.

A. Informal Resolution

Before initiating arbitration or filing any permitted court proceeding, you and we agree to first attempt to resolve the dispute informally.

A party seeking to raise a dispute must send written notice to the other party describing the nature of the dispute, the relief requested, and the facts supporting the claim.

Notices to us must be sent to:

Shadowbox Ventures, LLC
dba Shadowbox Merch Services
Attn: Legal Department

Email: legal@shadowboxmerch.com

We may send notices to you using the contact information associated with your account, order, or other interaction with the Services.

The parties will attempt in good faith to resolve the dispute through informal negotiation for at least 60 days after notice is received. Either party may request that the parties participate in a non-binding settlement conference or mediation during this period. The informal resolution period may be extended by mutual written agreement.

If the dispute is not resolved within the informal resolution period, either party may proceed as permitted below.

B. Agreement to Arbitrate

Except for the matters excluded below, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any storefront, any product, any order, any transaction, any customer service interaction, any Artist Partner relationship, any content submitted through the Services, or the breach, termination, enforcement, interpretation, validity, or scope of these Terms or this arbitration agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA").

The arbitration shall be conducted in accordance with the applicable AAA rules, including the AAA Consumer Arbitration Rules for consumer disputes and the AAA Commercial Arbitration Rules and Mediation Procedures for business-to-business or non-consumer disputes, except to the extent those rules are modified by these Terms.

Unless otherwise prohibited by law, the seat and venue of arbitration shall be Los Angeles, California.

C. Arbitrability

The arbitrator, and not any court, shall have primary responsibility to hear and determine all disputes regarding the existence, validity, interpretation, enforceability, scope, applicability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.

Notwithstanding the foregoing, any dispute concerning the validity, enforceability, or applicability of the class action waiver below shall be decided by a court of competent jurisdiction and not by the arbitrator.

D. Number and Selection of Arbitrators

Unless otherwise required by applicable AAA rules, the arbitration shall be heard by one neutral arbitrator.

For disputes between us and an Artist Partner, business customer, vendor, or other non-consumer party where the amount in controversy exceeds $1,000,000, either party may request that the arbitration be heard by a panel of three neutral arbitrators, unless the parties agree otherwise.

The arbitrator or arbitrators shall be selected in accordance with the applicable AAA rules. The parties may request an arbitrator with experience in one or more of the following areas, as appropriate to the dispute: e-commerce, intellectual property, music or entertainment industry transactions, consumer products, technology platforms, marketplace services, payment processing, fulfillment, licensing, or commercial contracts.

The parties agree not to impose arbitrator qualification requirements so narrow that they unreasonably delay appointment or prevent the AAA from appointing a qualified neutral.

E. Provisional and Injunctive Relief

Nothing in these Terms prevents either party from seeking temporary, emergency, provisional, or preliminary injunctive relief from a court of competent jurisdiction in Los Angeles, California, where necessary to preserve the status quo, prevent irreparable harm, protect intellectual property, prevent misuse of confidential information, prevent unauthorized use of the Services, or preserve assets pending arbitration.

Seeking such relief does not waive either party's right to arbitration.

The arbitrator shall also have authority to grant any interim, provisional, injunctive, or equitable relief available under applicable law and the applicable AAA rules.

F. Small Claims Court

Either party may bring an individual claim in small claims court in Los Angeles County, California, or in another small claims court of competent jurisdiction, if the claim qualifies and remains in small claims court.

G. Class Action and Representative Action Waiver

You and we agree that each party may bring claims against the other only in an individual capacity and not as a plaintiff, class member, or representative in any class, collective, consolidated, private attorney general, or representative proceeding.

The arbitrator may not consolidate the claims of multiple persons and may not preside over any form of class, collective, consolidated, private attorney general, or representative proceeding, except to the extent this waiver is prohibited by applicable law.

If a court determines that this class action or representative action waiver is invalid or unenforceable with respect to a particular claim or request for relief, then that claim or request for relief shall be severed and decided by a court of competent jurisdiction, and the remaining claims shall be resolved by arbitration.

H. Discovery and Procedure

The arbitrator shall allow reasonable discovery appropriate to the needs of the case, the amount in controversy, and the goal of providing a fair, efficient, and cost-effective proceeding.

The arbitrator may consider motions that could dispose of all or part of a claim or defense if the arbitrator determines that the motion is likely to narrow or resolve issues in dispute.

The arbitrator may conduct hearings remotely, by videoconference, by telephone, in person, or through a combination of methods, as permitted by the applicable AAA rules and as the arbitrator determines appropriate.

I. Reasoned Award

The arbitrator shall issue a written, reasoned award that states the essential findings and conclusions on which the award is based.

The award shall be final and binding, except for any appeal or review rights available under applicable law or the applicable AAA rules. Judgment on the award may be entered in any court of competent jurisdiction.

J. Confidentiality

To the maximum extent permitted by law, the parties agree to keep confidential the arbitration, all non-public materials exchanged or submitted in the arbitration, and the final award, except as necessary to enforce or challenge the award, comply with legal obligations, seek provisional relief, communicate with legal, tax, accounting, insurance, or financial advisors, or as otherwise required by law.

K. Fees and Costs

Payment of AAA filing, administrative, arbitrator, and hearing fees will be governed by the applicable AAA rules and fee schedules.

For consumer disputes, fees and costs shall be allocated in a manner consistent with applicable law and the AAA Consumer Arbitration Rules. Nothing in this section is intended to limit any non-waivable rights you may have under applicable consumer protection laws.

For non-consumer disputes, the arbitrator may award fees, costs, and expenses, including reasonable attorneys' fees, to the extent permitted by applicable law, the applicable AAA rules, or a written agreement between the parties.

L. Governing Law and Courts for Permitted Proceedings

These Terms, the Services, and any dispute between you and us shall be governed by the laws of the State of California, without regard to conflict-of-law principles, except to the extent federal law applies.

For any dispute that is not subject to arbitration, or for any court proceeding permitted under this section, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

M. Severability

If any portion of this dispute resolution section is found to be invalid or unenforceable, the invalid or unenforceable portion shall be severed, and the remaining portions shall remain in full force and effect, except as otherwise provided in the class action and representative action waiver above.

N. Survival

This dispute resolution section shall survive termination of these Terms, termination of your account, cancellation or completion of any order, removal of any storefront, and your or our discontinuation of the Services.

34. California Residents

If you are a California resident, you may have certain rights under California law. Nothing in these Terms limits any non-waivable rights you may have under California consumer protection, privacy, or other applicable laws.

For information about how we collect, use, and disclose personal information, please review our Privacy Policy.

35. Electronic Communications

You agree that we may communicate with you electronically, including by email, notices posted on the Services, account messages, SMS messages where you have consented, or other electronic means. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

36. Miscellaneous

These Terms, together with any additional terms or policies referenced in them, constitute the entire agreement between you and us regarding the Services.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law.

No person or entity other than you and us will have any right to enforce these Terms, except where expressly stated.

37. Contact Us

If you have questions about these Terms, please contact us at:

legal@shadowboxmerch.com