TERMS AND CONDITIONS OF USE, SUBSCRIPTION AGREEMENT,
|1||LICENSE TO USE THE SITE AND SERVICES|
|3||TERMINATION OR CHANGE TO SITE OR SERVICES|
|4||THIRD PARTY CONTENT AND WEBSITES|
|5||ARTNET'S RIGHTS TO MATERIALS PROVIDED BY USERS|
|6||NO RESPONSIBILITY FOR USER-TRANSMITTED MATERIAL|
|10||DISCLAIMER OF WARRANTIES|
|11||LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES|
|12||NON-UNITED STATES RESIDENTS|
|1||DEFINITION OF PRODUCTS AND SERVICES|
|2||ARTNET PRICE DATABASE FINE ART AND DESIGN|
|3||ARTNET PRICE DATABASE DECORATIVE ART|
|4||ARTNET MARKET ALERT|
|5.1 artnet analytics Reports|
|5.2 The Methodology: artnet Indices|
|5.3 artnet Market Reports|
|7||PRICES AND TERMS|
|7.1 Annual Recurring Payments|
|7.2 Monthly Recurring Payments|
|7.3 One-Time Payments|
|7.5 Modification of Pricing and Billing Terms|
|7.6 Billing Currency|
|7.7 No Refunds|
|7.8 Dispute of Credit Card Charges|
|9||USE OF PRODUCTS AND SERVICES|
|10||DISCLAIMER OF WARRANTY|
|11||LIMITATION OF LIABILITY|
TERMS AND CONDITIONS OF USE
artnet grants you a non-exclusive, non-transferable, limited right to access, use, and display the Site and Services, and the texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials (“Content”) thereon, for your personal informational use only, provided that you comply fully with these Terms. You may not modify, create derivative works from, participate in the transfer or sale of, post on the web, or in any way exploit the Site or Services or any portion thereof for any public or commercial use without the express written permission of artnet. You may download one copy of Content from the Site and Services for your personal informational use only, provided that you maintain all copyright, attribution, and other notices contained in such Content, including, without limitation, trademarks and service marks of artnet and its affiliates or the copyright holder identified in the individual content's copyright notice. You may not distribute, transmit, reproduce, publish, license, rewrite, create derivative works from, transfer, or sell any Content contained on this Site or Services without the express prior consent of the copyright owner. None of the material contained on the Site or Services may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, including, without limitation, electronic, mechanical, photo reproduction, recordation or otherwise, without the prior written consent of artnet. Any images of artworks on the Site or Services are provided for use only in the context of the Site or Services, and are subject to all of the limitations set forth herein. All rights not expressly granted herein are reserved to artnet.
The Content, Site, and Services are also protected by the United States and international intellectual property laws including, without limitation, copyright, trademark, trade services, moral rights, rights of privacy, and rights of publicity (“Intellectual Property Rights”). artnet or its licensors own all Intellectual Property Rights in and to the Content, Site, and Services. You agree to abide by any and all copyright notices, information, or restrictions displayed on the Site and Services.
artnet shall have the right for any reason, in its sole discretion, to terminate, change, suspend, or discontinue, temporarily or permanently, any aspect of the Site or Services, including, but not limited to Content, features, and hours of availability, without further notice to you. artnet may also impose limits on certain features and services, or restrict your access to parts or all of the Site or Services with or without further notice or liability. You agree that artnet may terminate your use of this Site and Services, cancel your user registration, remove your Communications (as defined below), and/or exercise any other remedy available to it, if artnet reasonably believes that you have violated or acted inconsistently with the letter or spirit of these Terms, or violated the rights of artnet or any third party, or for any reason, with or without notice to you. You agree that artnet will not be held liable to you or any third party as a result thereof.4 THIRD PARTY CONTENT AND WEBSITES
As further explained below, some of the Content on the Site is contributed by third parties. Such Content does not necessarily represent the views or opinions of artnet. artnet does not assume any responsibility for third-party Content Communications posted on the Site or Services. artnet does not represent or guarantee the truthfulness, accuracy, or reliability of any such Content. ANY RELIANCE UPON CONTENT POSTED ON THE SITE OR SERVICES BY THIRD PARTIES IS AT YOUR OWN RISK.
artnet welcomes your participation on the artnet Site and Services. By sending messages to artnet, uploading or posting files, images, text, data, content, or other materials on the Site, or by otherwise providing information or communications to artnet (individually or collectively "Communications") to or within the Site or Services, you grant to artnet a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, create derivative works, and otherwise exploit such Communications and any ideas or original materials contained in these Communications for any purpose and in all media now known or hereafter developed. This grant includes the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all Intellectual Property Rights in any relevant jurisdiction. You waive all rights you may have to inspect and/or approve any use by artnet of any material or idea submitted by you in any Communications or to receive any compensation for such use. You waive all rights to any claim against artnet for any alleged or actual infringements or misappropriation of any Intellectual Property Rights in connection with such Communications. You agree and understand that artnet is under no obligation to use any Communications submitted by you on the Site or in any way.
You acknowledge that Communications to and from the Site and any Services are not confidential, and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to artnet or the Site or Services, no confidential, fiduciary, contractually implied, or other relationship is created between you and artnet, any artnet affiliate, or subsidiary other than pursuant to these Terms. artnet shall not be responsible for the payment of any money to any party in connection with artnet's use of Communications submitted by you to the Site.
Claims of Infringement:
artnet respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, artnet will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. artnet will disable and/or terminate the accounts of users who are repeat infringers. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide artnet’s Copyright Agent the following information:
DMCA Notice of Alleged Infringement (“Notice”):
Identify the copyrighted work that you claim has been infringed, or, if multiple works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the website.
Provide your mailing address, telephone number and, if available, email address.
Include both of the following statements in the body of the Notice:Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Artnet Worldwide Corporation
233 Broadway, 26th Floor
New York, NY 10279-2600
While artnet considers all such notices seriously, you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content or activity is infringing. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.
You agree that artnet has the right, but not the obligation, to monitor your Communications on the Site or Services at any time, for any reason, in its sole discretion, to determine compliance with these Terms and any other rules, policies, or guidelines that artnet may establish. Notwithstanding this right, artnet does not and cannot review all materials posted to the Site or Services by users. artnet reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication, in whole or in part, in its sole discretion, including, without limitation, as may be necessary to comply with any law, regulation, government or agency request, or if, in artnet's sole discretion, such materials are objectionable or in violation of these Terms. artnet has no liability or responsibility to users or any other person or entity for performance or nonperformance of the aforementioned screening activities.
Any of the following conditions constitutes a violation of these Terms and may result in the termination of your right to use the Site or Services without notice:9 INDEMNIFICATION
You agree to indemnify, defend, and hold harmless artnet, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors, and licensees (collectively, the "Indemnified Parties") from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs, and expenses of any kind related thereto (including,without limitation, attorneys' fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon, or resulting from: (i) your use of, or inability to use, the Site or Services, (ii) any negligence, willful misconduct, or any breach of these Terms, including, without limitation, breach of any warranty, covenant, or obligation hereunder by you. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. artnet reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action, or other matter, without the prior written consent of artnet.10 DISCLAIMER OF WARRANTIES
artnet does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Content, Site, or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. artnet reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.
artnet is not liable for any lost data resulting from the operation of the artnet Site, provision of Services, and/or the enforcement of the Terms. artnet urges all users to maintain their own back-up versions of any Communications they provide for submission to the Site or Services.
artnet makes no representation that materials in the Site or Services, including merchandise offered for sale on the Site and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations outside the United States.
You agree that monetary damages may not provide a sufficient remedy to artnet for your violation of these Terms, and, accordingly, you acknowledge and agree that artnet is entitled to immediate injunctive relief for any such violation without the necessity of posting a bond, in addition to any other remedy available to artnet under these Terms, at law, or in equity. artnet may release user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to address an unlawful or harmful activity. artnet is not required to provide any refund to you if you are terminated as a user because you have violated these Terms.14 SURVIVAL
The provisions titled "Ownership," "Termination or Change to Site or Services," "artnet's Rights to Materials Provided by Users," "No Responsibility for User Transmitted Material," "Copyright Policy," “User Conduct,” "Indemnification," "Disclaimer of Warranties," "Limitation of Liability, Exclusion of Damages," “Non-United States Residents,” "Additional Remedies," "Survival," and "General Provisions" will survive termination of these Terms, together with all other terms and conditions that by their nature or context are intended to survive termination.15 GENERAL PROVISIONS
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law provisions. Any claim, controversy, or dispute between the parties, their agents, employees, officers, directors, or affiliated agents will be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then-current rules of the American Arbitration Association ("AAA"). The arbitrator's award will be final and binding and may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys’ fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration will occur in New York, NY. Nothing in this Section is intended to be construed to preclude any party from seeking injunctive relief to protect its Intellectual Property Rights. A request by a party to a court for such injunctive relief will not be deemed a waiver of the obligation to mediate.These Terms constitute the entire agreement between you and artnet with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. No section of these Terms shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. No waiver by either you or artnet of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to artnet must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.
ARTNET SUBSCRIPTION AGREEMENT AND TERMS OF SALE
The Subscription Agreement and Terms of Sale (hereafter, the "Agreement") governs your use of artnet products and services more fully described below ("Products"), and creates a legally binding agreement between you and Artnet Worldwide Corporation ("we," "us," "our," or "artnet"). By checking the box marked “I accept artnet Terms and Conditions” at the bottom of the registration page, you accept and agree to be bound by this Agreement.
artnet offers a variety of products and services. Below is a definition of all products and services available on the artnet Site, and which are included in the term "Products." Pricing and other details about a Product are set forth on the product page for the applicable Product on our website; and such pricing and other details are expressly incorporated by reference into the terms of this Agreement.2 ARTNET PRICE DATABASE FINE ART AND DESIGN
The Price Database Fine Art and Design is an illustrated online database of all major Fine Art and Design public auction results. A Price Database Fine Art and Design subscription allows users to conveniently and consistently search auction results dating back to 1985. There are five types of subscriptions that can be purchased for the Price Database Fine Art and Design:
The Price Database Decorative Art is an illustrated database of Antiques and Decorative Art, including, without limitation, furniture, porcelain, silver, glass, carpets, from the Gothic period to the 20th century. There are three types of subscriptions that can be purchased for the Price Database Decorative Art:
The Market Alert subscriptions allow tracking upcoming lots for sale at auction houses, works available at galleries, and art events. We email you as soon as the artists you selected have a work coming up on the market. There are three types of Market Alert subscriptions:
5.1 ARTNET ANALYTICS REPORTS
artnet Analytics Reports are intended to provide market trends about artworks that have sold at auction, in a customized, intuitive format. All reports are based on artnet Indices methodology to allow users to visualize market trends for a specific artist or group of artists over time. Four different types of reports are available:
Similarly to financial indices, such as the S&P 500, artnet has consolidated auction sales data into sets, which are used in calculating artnet Indices. These indices are based on an exclusive in-house methodology, which is detailed in the artnet Indices white paper. Auction sales results are aggregated in order to examine price performance.
artnet Market Reports depict an artist's performance at auction over time based on the data from the artnet Price Database and with basic graphs. From total sales to percentage of lots bought-in, each report may help you decide whether to buy or sell works by a given artist.
artnet Galleries is an interactive platform that effectively promotes art galleries on the web. Membership to artnet Galleries gives any gallery a presence on the global art market through the artnet Site. Collectors who are actively searching to buy artworks are seamlessly brought to each gallery’s offerings on artnet. The artnet Galleries network engages more buyers than the largest art fair.
There are three types of payment methods for artnet Products:
If you have purchased an annual subscription online, such as the Price Database Fine Art and Design Expert, Appraiser, or Specialist subscriptions and/or the Price Database Decorative Art annual subscription, your credit card indicated in the registration process (or on your My Account page if the subscription is an addition to a previously purchased product) will be fully charged upon sign up. You agree that you will pay the full price for the whole year upfront. All annual subscriptions renew automatically until canceled by the user. If the renewal charge fails, the subscription will expire.
If you have purchased a subscription with a monthly recurring payment, such as the Price Database Fine Art and Design Individual Rollover or Professional Rollover subscriptions, the Price Database Decorative Art illustrated Monthly subscription, the Market Alert monthly subscriptions, or the Market Alert feature “Auction Results Alerts,” your credit card indicated in the registration process (or on your My Account page if the subscription is an addition to a previously purchased product) will be initially charged upon sign-up. All monthly subscriptions renew automatically until canceled by the user. Additionally, any over-the-limit searches, if applicable, will be charged at the time of the subscription renewal. You are responsible for keeping your credit card information correct and up to date.
If you have purchased a Product with a one-time payment, such as the Analytics Reports, Analytics Report Packages, or Market Reports, you agree to pay the indicated price at the time of purchase. Your credit card indicated in the registration process (or on your My Account page if the subscription is an addition to a previously purchased product) will automatically be charged for these Products.
You are responsible for paying all applicable sales, use, transfer, value-added, or other taxes and all duties, whether international, national, state, or local, however designated, which result from the purchase of our Products. When artnet is required to collect such taxes from you, artnet may charge applicable taxes at the time of sale. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable. If an error has been made in the amount of taxes collected by artnet with respect to your purchase, we reserve the right to process an additional charge in order to meet our obligations to collect such taxes in the correct amount as required by applicable law.7.5 MODIFICATION OF PRICING AND BILLING TERMS
We reserve the right at any time to institute new prices, and to change the amount of or the basis for determining any prices or charges with respect to the Products, or charge taxes applicable to the sale of our Products. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the price or charge becomes payable.
Products are advertised in US dollars on artnet.com, and in euros on artnet.de and artnet.fr.7.7 NO REFUNDS
These currencies are only used for advertisement purposes, and your purchases of any artnet product will be billed in the currency of the country listed in your credit card billing address:
If you purchase an automatically-renewing subscription, each subsequent renewal will be charged in the local currency based on your billing address. You can modify this address at any time, and changes will be reflected in your subsequent renewal and/or overage charge(s). You can cancel your subscription at any time without penalty.
Except if otherwise expressly stated, artnet will not refund any subscriptions or over-the-limit searches that have been purchased. When you request a service from us, you agree that we may begin to provide the service immediately, and that you will not be entitled to a cancelation period, except if applicable law requires a cooling-off period despite your waiver and even when a service starts right away. You can, however, cancel your subscription as described in the "Termination" section of this Agreement.7.8 DISPUTE OF CREDIT CARD CHARGES
If you have a disagreement regarding a credit card charge, you may contact the artnet customer support team in writing within 90 days of the date of the initial credit card charge. You agree that artnet is not liable for any charges or errors not reported within such 90-day time frame; and you expressly waive any right to dispute a charge to your credit card if you have not contacted artnet customer support in writing with respect to any disputed charge within such period.8 TERMINATION
You may terminate any Price Database or Market Alert subscription under this Agreement by clicking on the "Cancel" icon located on the My Account page of the artnet Site. You may terminate your artnet Galleries membership by submitting a written notice to your representative (by either clicking the link “Contact My Rep” on your My Account page, or by sending an email directly to your representative). The effective date of such termination will be the end of the current billing period indicated on the My Account page. In the event you initiate a reactivation of any subscription for any auto-renewing Product under this Agreement after a request for termination, the termination shall be null effective as of the date of such reactivation, and this Agreement will continue to be in effect. In the event of the termination of your subscription for any Product, you shall be responsible for payment of all charges through the rest of the subscription term for this Product and payment for any additional searches over the prescribed search limit for your subscription for such Product or other overages. You will also forfeit rights to any Accumulated Searches, if any. You shall not be entitled to any refund as a result of the termination of your subscription to any Product under this Agreement.
In consideration of the payments made by you, and subject to you, observing the obligations under this Agreement, we grant you access to the Products purchased via our website under the following conditions:
artnet, its affiliates, and any third-party providers, as well as their officers, directors, shareholders, employees, and agents, do not guaranty and make no representations or warranties with respect to the accuracy, completeness, timeliness, or availability of the Products or any information contained within the Products. The products are provided “as is.” Neither we nor anyone else makes any warranties of any kind, either expressed or implied, including, but not limited to, warranties of merchantability, quality, accuracy, or fitness for a particular purpose. To the fullest extent permitted by applicable law, all implied warranties, conditions, and other terms of any kind are hereby excluded. No oral or written information or advice given by any representative of us, or by anyone else, shall create any warranties.11 LIMITATION OF LIABILITY
We shall not be liable to you for any loss or damage whatsoever resulting from omissions or inaccuracies in the Products regardless of how it was caused, including, but not limited to, the omission of any transactions from our databases, reports, and indices. We do not warrant that access to the Products will be free from errors or faults. In the event of a fault, you shall notify the artnet customer support team by telephone, email, or letter, and we shall use reasonable efforts to correct those faults or errors reported by you.
Our failure to perform any term or condition of this Agreement as a result of conditions beyond our control including, but not limited to, wars, strikes, floods, governmental restrictions, power failures, and damages or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.13 GOVERNING LAW
This Agreement, and the rights and liabilities of the parties with respect to this Agreement and the subject matter thereto, shall be governed by and construed according to the laws of the State of New York, without reference to the principles of conflicts of laws thereof, and of the United States applicable therein. You consent to the jurisdiction of the courts of the State of New York or, if subject matter jurisdiction exists, by the United States federal courts, with venue in the County of New York (in the case of state court) or in the Southern District of New York (in the case of federal court) to settle any dispute arising out of or relating to this Agreement or its subject matter not settled by the parties.