Terms of Use: artnet Auctions



Terms of Use: artnet Auctions

Welcome to artnet. These Terms and Conditions of Use (“Terms”) apply to and govern your use of the artnet web site (the “Site”) and any services that may be provided by or registered with artnet through the Site by you (“Services”). In these Terms, the terms “we” or “us” also refer to artnet. By visiting our Site or using Services, you are accepting the practices described in these Terms and our Privacy Policy which is incorporated into and a part of these Terms. If you do not agree to these Terms and the Privacy Policy, do not use the Site or request or register for any Services. We reserve the right to modify or amend these Terms from time to time without notice. Your continued use of our Site or Services following the posting of changes to these Terms will mean you accept those changes.

License to Use the Site and Services; Restrictions

artnet grants you a non-exclusive, non-transferable, limited right to access, use and display the Site and Services and the materials 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 World Wide 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 (1) 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 material 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 included in the Site or Services are provided for use only in the context of the Site or Services and subject to all of the limitations set forth herein. All rights not expressly granted herein are reserved to artnet.

You shall not interfere or attempt to interfere with the operation of the Site or Services in any way through any means, software, routine or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of these terms and conditions of use. You may not use any robot, spider, other automatic device, or manual process to monitor or copy our Site or Services or any content contained thereon or for any other purpose without our prior express written permission. You may not take any action that imposes an unreasonable or disproportionately large load on artnet's infrastructure.

Ownership

artnet owns, controls, licenses or has the right to use and provide the Site and Services and all material on the Site and Services, including without limitation text, images, articles, photographs, illustrations, audio and video clips, (collectively the “Content”). The Site and Services are also protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. artnet is the owner of the copyright in the entire Site and Services. artnet owns the copyrights in the selection, coordination, arrangement and enhancement of the Site and Services. You agree to abide by any and all copyright notices, information or restrictions displayed on the Site and Services.

You acknowledge that you do not acquire any ownership rights by your permitted use of the Site, its content or any Services. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any content. In the event of any permitted copying, redistribution or publication of material from the Site and Services, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of artnet and its affiliates and content owners by viewing the copyright and trademark notices posted on the Site.

Change to Site or Services; Termination

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, or hours of availability, without 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 notice or liability. You agree that artnet may terminate your use of this Site and the Services, cancel your user registration, remove your Communications and Contributions (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.

Links to Other Web Site

The Site and some Services contain links and pointers to third party web sites, resources and sponsors. Links to and from the Site or Services to third party sites do not constitute an endorsement by artnet or any of its subsidiaries and affiliates of any third party, its site, resources or contents. artnet cannot guarantee, represent or warrant that the content contained in these sites is true, accurate, lawful and/or inoffensive. artnet has no control over these sites or the content within them. artnet doe not warrant that any third party site will be free of viruses or will not adversely impact your computer. You should direct any concerns regarding any external link to its site administrator or webmaster.

artnet's Rights to Materials Provided by Users

artnet welcomes your comments regarding our merchandise and Services, including the Site. By posting messages, uploading files, inputting data, providing information, content or materials to artnet or engaging in any other form of communication (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 such Communications, in all media now known or hereafter developed. This grant shall include the right to exploit any and all proprietary rights in such Communications including, without limitation, any and all rights under copyright, trademark, patent or other laws under any relevant jurisdiction. You waive all rights you may have to inspect and/or approve of 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 of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. You agree and understand that artnet is under no obligations to use any material or ideas submitted by you in any Communications in any way whatsoever. Any or all Communications provided by you to the Site or Services may be included in a database owned by artnet and its subsidiaries and affiliates in which we have rights and interest, including but not limited to, copyright in the compilation or collection. We reserve the right to use any information or materials you provide to us or that we obtain through your use of the Site or Services to the fullest extent permitted by law.

No Responsibility for User Transmitted Material

You acknowledge that transmissions to and from this 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 or any artnet affiliate or subsidiary other than pursuant to these terms and conditions of use. artnet shall not be responsible for the payment of any monies to any party in connection with artnet's use of Communications submitted by you to the Site.

Monitoring, Editing and Disclosure of User Material

Any messages, files, data, information, content, materials or other contributions of third parties (“Contributions”) to the Site or Services do not necessarily represent the view or opinions of artnet. artnet does not assume any responsibility for the consequences of Contributions on or any communications or results arising from use of the Site or Services. artnet does not represent or guarantee the truthfulness, accuracy or reliability of any Contributions posted by users or endorse any opinions expressed by such users. ANY RELIANCE UPON CONTRIBUTIONS POSTED ON THE SITE OR SERVICES IS AT YOUR OWN RISK. You agree that artnet has the right, but not the obligation, to monitor your Communications and all Contributions 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 from time to time. Notwithstanding this right of artnet, artnet does not and cannot review all materials posted to the Site or Services by users, and artnet is not responsible for any such Communications or Contributions posted by users. artnet reserves the right at all times to edit, disclose, refuse to post, request removal of or remove any Communication or Contribution, in whole or in part, in its sole discretion, including without limitation, as may be necessary to comply with any law, regulation or 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.

User Conduct

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:

  • Disrespecting the privacy or views of other users;
  • Using artnet or the Site or Services for unlawful purposes or to promote any unlawful activities;
  • Impersonating another person, allowing another person to use your identification to post or view comments or soliciting passwords or personal identifying information from other users;
  • Transmitting “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”; or
  • Submitting a Communication or Contribution that infringes or contributes to the infringement of the copyright rights, intellectual property rights or privacy rights of others or that is obscene, defamatory, harmful, abusive, threatening or false.

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 this Agreement, 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.

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 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.

THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS AND USERS MUST EXERCISE THEIR DISCRETION IN USING AND ALLOWING MINORS OR OTHERS TO USE THE SITE.

NEITHER ARTNET NOR ITS CONTENT PROVIDERS WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. If your use of this Site or Services results in the need for servicing or replacing property, material, equipment or data, artnet is not responsible for those costs.

NEITHER ARTNET NOR ITS CONTENT PROVIDERS MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF THE SITE OR SERVICES, THE CONTENT THEREOF, THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE, ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR SERVICES OR ANY LINKED SITE. NEITHER ARTNET NOR ITS CONTENT PROVIDERS WARRANT THAT the Site or Services will meet your requirements or that specific results will arise from use of the Site or Services, any Contributions, search, link or any other artnet products or services.

IF YOU ARE DISSATISFIED WITH THE SITE OR ANY SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND/OR SERVICES.

Limitation of Liability; Exclusion of Damages

artnet is not liable for any lost data resulting from the operation of our Site, provision of Services and/or the enforcement of the Terms. We urge all users to maintain their own back up versions of any Communications or Contributions they provide for submission to the Site or Services. artnet disclaims any and all liability for the acts, omissions and conduct of any users, advertisers and/or sponsors on the Site or Services or otherwise related to your use of the Site and/or Services. artnet is not responsible for the products, services, actions or failure to act of any other third party in connection with or referenced on the Site or Services ARTNET AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF, OR INABILITY TO USE THE SITE OR ANY SERVICES, INCLUDING WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS UNDER NO CIRCUMSTANCES SHALL ARTNET, ITS SUBSIDIARIES, AFFILIATES OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY SERVICES, OR ANY CONTENT, MATERIALS AND FUNCTIONS INCLUDED THEREIN, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH ENTITIES OR AN AUTHORIZED REPRESENTATIVE THEREOF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF ARTNET, ITS SUBSIDIARIES AND AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR ANY SERVICES EXCEED, IN THE AGGREGATE, $100.00. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Non-United States Residents

artnet makes no representation that materials in the Site or any 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. Those who choose to access this Site or Services from other locations outside of the U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Changes to Terms and Conditions

artnet reserves the right, at its sole discretion, to change, modify, add or remove any portion of these terms and conditions of use, in whole or in part, at any time. Changes in these terms and conditions of use will be effective when posted. You agree to review these terms and conditions of use periodically to be aware of any changes. Your continued use of the Site after any changes to these terms and conditions of use are posted constitutes acceptance of those changes.

Additional Remedies

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 this Agreement, 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.

Survival

The provisions titled “Ownership” “Changes to Site or Services; Termination” “artnet's Rights to Materials Provided by Users,” “No Responsibility for User Transmitted Material,” “Monitoring, Editing and Disclosure of User Material,” “Indemnification,” “Disclaimer of Warranties,” “Limitation of Liability,” “Additional Remedies,” “Survival” and “General Provisions” will survive termination of this agreement, together with all other terms and conditions that by their nature or context are intended to survive termination.

General Provisions

These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these terms and conditions of use shall be an appropriate State or Federal court located in New York County in the State of New York and you hereby irrevocably consent to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of these terms and conditions of use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms and conditions of use, and the remainder of these terms and conditions of use shall continue in full force and effect. These terms and conditions of use 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 term or condition of this Agreement 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.

MASTER BUYER AGREEMENT

General

This Agreement sets forth the terms and conditions that govern the relationship between Artnet Worldwide Corporation ("artnet") and you ("you" or "Buyer") with respect to process, terms and conditions under which you may bid, offer to purchase or otherwise participate as a potential buyer in artnet Auctions for items such as art, artifacts, design objects and other similar items (collectively "Property") on artnet's websites (artnet.com, artnet.de, artnet.fr and all other related websites) (collectively, the "Site"). If you wish to access or use the Site to bid on or offer to purchase any items of Property through the Site (the "Services"), you must accept the terms and conditions of this Agreement, without change. PLEASE REVIEW THE FOLLOWING TERMS CAREFULLY BEFORE USING THE SITE AND ITS SERVICES. BY REGISTERING AND USING THE SERVICES OF THE SITE AS A BUYER, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN.

The artnet Auctions portion of the Site provides a venue and mechanism for sellers to conduct auctions for items of Property posted by them on the Site; and for bidders to bid for such items of Property in such auctions. As such, artnet is not involved in the actual transactions between buyers and sellers, has no control over the sellers and/or the buyers, and does not guarantee in any manner that sellers will sell or deliver or that any transaction(s) will be completed.

Use of the artnet Auctions portion of the Site and the Services is limited to Buyers that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not bid on or offer to purchase items of Property through the Site. Every Buyer who uses the Services hereby represents and warrants to artnet that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number, e-mail address and valid credit card number, along with other information that may be required from time to time. Providing inaccurate registration information constitutes breach of this Agreement.

Use of the Site

You may bid on or offer to purchase items of Property for sale at auction on the Site during the term of this Agreement, subject to the following terms and conditions:

  • You must honor all bids placed in an auction, and are obligated to complete the transaction with the respective seller if you are the winning bidder. The winning bid is defined as the highest bid in an auction without a reserve, and/or the highest bid in a reserve auction that meets or exceeds the reserve price. You also agree to pay the Buyer's Premium to artnet with respect to any auction item for which you are the winning bidder (See Buyer's Premium below). You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
  • You understand that some lots are offered with a reserve price, the confidential minimum price agreed upon with the seller below which the work may not sell and that artnet may, in its own discretion, protect the reserve price by placing bids on the seller’s behalf up to the amount of the reserve price.
  • You are responsible to read and understand, and will be bound by, all terms of sale described in the auction listing including, but not limited to, method of payment, appropriate state or international sales tax, shipping and handling fees, and the applicable seller's return policy for each auction listing.
  • You understand and agree that a bid is a legal obligation to purchase the item under the terms described in the auction listing. Bids are not retractable except under circumstances deemed appropriate by artnet in its sole discretion. Possible examples include, but are not limited to, bids made in error, the revocation of a listed item, material changes to the description of an item or blatant errors in a listing. You must contact artnet immediately after placing a bid to retract any bids made in error.
  • An auction is extended when a bid is made 10 minutes before that auction ends. The auction closing is postponed for 10 minutes and may be the case several times until a one minute period has lapsed without bidding, after which point the auction is closed.
  • Auctions are extended when a bid is made 10 minutes before the auction ends. The auction closing is postponed for 10 minutes and may be the case several times until a one minute period has lapsed without bidding, at which point the auction closes.
  • The Site and its Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding your use of the Site and its Services, including in regard to bidding, and purchasing items. The minimum regulatory venue is deemed to be United States of America and the State of New York.
  • You will not to allow other persons or entities to bid for items on the Site using your membership name. Unauthorized use of passwords or user accounts is also prohibited. You agree not to share account information with other parties. artnet will not be held liable for any activity resulting from compromised account information.
  • You will not interfere with the operation of the Site or with any auction being conducted on the Site, through any device, software, virus or other means, including without limitation, sniping, time bombs, etc.
  • You acknowledge and agree that you have read our Terms of Use and Privacy Policy, which is incorporated by reference into, and made part of, this Agreement. We may change our Terms of Use and/or Privacy Policy in the future without notice to you and you should check our Terms of Use and Privacy Policy sections of the Site frequently for changes. Except as authorized herein and unless otherwise authorized or consented, you agree not to use any information regarding other participants which is accessible from the Site or disclosed to you through the Site except to enter into and complete transactions. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise inconsistent with our Terms of Use and/or Privacy Policy.
  • You will immediately notify artnet if you suspect that your information or data has been compromised.
  • You are strictly prohibited from placing bids or causing bids to be placed on any item of Property for the purpose of artificially increasing or otherwise manipulating the bidding process on the Site or the bid price of any item of Property listed on the Site.
  • It is your responsibility to pay any sales or use taxes apply to any purchase transactions conducted by you through the Site. artnet is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit, pay or report any sales or use taxes arising from any such sale transaction.
  • Buyer agrees not to use brand names, and/or misleading or inappropriate aliases for his/her screen name.
  • All artnet Auction lots designated as included in artnet Auctions’ “Exhibition Preview” will be stored at Crozier Fine Arts, Inc. unless otherwise noted. For Exhibition Preview lots, buyer agrees to bind purchase(s) on his or her own insurance within 10 days of the auction close time or incur further insurance charges through Crozier Fine Arts, Inc. In addition, for all collection, storage, shipping, and release from Crozier Fine Arts Inc.’s facilities, buyer agrees to and is bound by Crozier Fine Arts, Inc.’s Terms and Conditions.

artnet has the right, but not the obligation, to monitor any activity and content associated with the Site. artnet may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy and Terms of Use) or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including bids, all of which may be taken by artnet without liability to you or any other person or entity. artnet reserves the right and has sole discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable. In addition, artnet may, in its sole discretion, remove any item of Property or cancel any auction in progress that it determines has been posted on the Site in violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy and Terms of Use). In the event of a removal or cancellation, artnet will not have any liability to you, any seller or any other person or entity with respect to the offer of such item or the cancellation of the auction.

As permitted by applicable law, artnet also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect artnet's systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site, artnet's business and systems or other purposes deemed reasonable by artnet, artnet may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

Use of Content

You, the Buyer, grant to artnet and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, of any item purchased by you through the Site (collectively, the “Materials”) for all purposes, in any medium whatsoever. You agree that you as the Buyer will not seek and do not expect any compensation for artnet's use of any such Materials.

Buyer's Premium

When you are the winning bidder, artnet will charge you, and you will be responsible for a buyer's premium, which is currently equal to 20% buyer's premium on all lots with a winning bid or purchase now price under US$250,000 and a 10% buyer's premium on all lots with a winning bid or purchase now price of US$250,000 and above.

This Buyer's Premium will be incurred upon the completion of the applicable auction.

artnet reserves the right to change the amount of the Buyer's Premium, at any time and in its sole discretion, in accordance with the amendment and notification provisions of this Agreement (See Amendment and Notification below).

The applicable Buyer's Premium will be charged to your credit card on file with artnet and you hereby authorize artnet to charge such credit card upon the completion of any auction in which you are the winning bidder. Artnet also reserves the right to invoice you for the Buyer's Premium payable by you hereunder. In such event, you will pay the Buyer's Premium owed to artnet upon receipt of any invoice therefor. artnet reserves the right to deliver any invoice to you by: (i) posting an invoice to your account section of the Site; (ii) emailing an invoice to you at the address you have provided in your account settings; or (iii) mailing an invoice to the address provided by you at registration to the Site, as such may be updated from time to time by you in accordance with the procedures designated on the Site. Transmission of any invoice in this manner shall constitute receipt. Additionally, you agree not to interfere with the billing process or attempt to circumvent the Buyer's Premium in any way.

Unless otherwise stated, the Buyer's Premium shall be required to be paid in US Dollars. artnet reserves the right to collect on accounts due by various means including but not limited to the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorneys' fees) in the event you fail to pay any amounts due to artnet hereunder.

In the event a seller is unable or otherwise fails to consummate the sale in which you were the winning bidder, you should contact artnet to obtain a refund with respect to any Buyer's Premium paid by you with respect to such sale. As a winning buyer, you can request a refund of the applicable Buyer's Premium in the event that: (i) the seller did not respond after you attempted to contact them (please allow at least seven days for them to respond); (ii) the seller failed to complete the transaction and didn't sell you the item; or (iii) you returned the item to seller and were issued a refund by the seller. Any request for a refund of the Buyer's Premium must be made within 60 days of the conclusion of the applicable auction. In the event that you were the winning bidder and then failed to contact the seller, pay the seller, or come to terms with the seller regarding shipping or any other item, the buyer’s premium is still due to artnet. Determinations of your entitlement to any refund of the Buyer's Premium shall be made at the discretion of artnet.

Dispute Resolution

It is artnet's policy that Seller's describe all items of Property offered for sale on the Site truthfully and accurately. This should encompass text descriptions, images and pictures of each item of Property including, without limitation, its physical condition (otherwise known as a condition report), age, provenance, and any other relevant data. artnet's policy requires Seller's to photograph all damage to Property and to clearly present such damage on the Site. Additionally, artnet's policy requires that the information presented in a Seller's listing not be misleading, either through the inclusion of actual information provided or by the omission of information.

Because artnet is not a party in the actual transaction between a seller and buyer conducted through the Site and is not the agent of either for any purpose, artnet does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction. artnet has no control over and does not guarantee the quality, safety or legality of items offered for sale through the Site, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction. No statement by any seller regarding condition, kind, value or quality of a lot shall be construed to be an expressed or implied warranty, representation or assumption of the liability by artnet.

It is artnet's policy to allow sellers and buyers the opportunity to settle differences directly. artnet reserves the right, but has no obligation, to investigate either a seller's or a buyer's complaint with respect to any item of Property offered for sale through the Site. You agree to cooperate with any investigation that artnet may conduct in response to a claim, and to provide artnet with any documentation in your possession or control.

Limitation of Liability

THE SITE AND SERVICE IS "AS IS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. ARTNET SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

ARTNET WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SITE OR SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES SOLD, PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. Please note that this disclaimer of warranties and limitation of liabilities applies to artnet's service providers and to each of their respective affiliated entities. artnet does not guarantee or represent in any manner that the Site or Service will operate error-free or that the Site or Service will be uninterrupted.

Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ARTNET AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR USE OF THE SITE AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CLAIM RELATING TO ANY PROPERTY BID ON OR PURCHASED BY YOU ON THE SITE); (B) YOUR BREACH OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, YOUR BREACH ANY GUIDELINES AND/OR POLICIES INCORPORATED BY REFERENCE HEREIN); (C) YOUR VIOLATION OF ANY STATE, FEDERAL, FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (D) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS.

Release

BECAUSE ARTNET IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, YOU RELEASE ARTNET (AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "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." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ARTNET.

Representations; Warranties and Additional Agreements

You represent and warrant that you have the full power and authority to enter into this Agreement and to grant to artnet the rights set forth herein.
You agree to comply with the Site's policies and guidelines as they may exist from time to time (including, without limitation, our Privacy Policy and Terms of Use).

Amendment and Notification

artnet reserves the right to change any of the terms and conditions contained in this Agreement by posting on the Site either a new agreement or any changes or amendments thereto. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the Site and any applicable changes. Changes to this Agreement may be posted on the Site without notice to you. YOUR CONTINUED USE OF THIS SITE AND ITS SERVICES FOLLOWING ARTNET'S POSTING OF ANY CHANGES OR AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR AMENDMENTS. IF YOU DO NOT AGREE TO ANY CHANGES OR AMENDMENTS TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SITE OR ITS SERVICES AS A BUYER.

All informal communication between the parties will be via email to the extent feasible.

Termination of Agreement

artnet reserves the right, in its sole discretion, to terminate this Agreement or to suspend use of the Site and/or Service to any Buyer at any time and for any reason without notice or explanation. The foregoing shall be in addition to any other rights or remedies in the event you breach this Agreement or the documents it incorporates by reference or if artnet believes that your actions may cause legal liability for artnet or any Site users.

Notification of any termination or suspension will be emailed to you at the address you have provided in your account settings.

The following Sections survive any termination of this Agreement: Dispute Resolution; Limitation of Liability, Indemnity; Release; Representations, Warranties and Additional Agreements; and Miscellaneous.

Miscellaneous

The laws of the State of New York govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.

YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ARTNET MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ARTNET PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

If anyone or more of the provisions contained in this Agreement for any reason is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

You shall not assign this Agreement to another entity or person without the prior written consent of artnet. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.

You acknowledge and agree that no joint venture, partnership, agency, franchise, or employment relationship is created or intended by this Agreement, and agree not to represent to third parties that you are an agent, partner, joint venturer or employee of artnet or any of artnet's affiliated entities.

This Agreement and the general terms, conditions set forth on the Site, including but not limited to the policies and guidelines referred to herein, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

artnet's failure to enforce the strict performance of any provision of this Agreement (or any policy or guideline referred to herein) will not constitute a waiver of artnet's right to subsequently enforce such provision or any other provisions of this Agreement (or any policy or guideline referred to herein).

MASTER SELLER AGREEMENT

General

This Agreement sets forth the terms and conditions that govern the relationship between Artnet Worldwide Corporation (“artnet”) and you (“you” or “Seller”) with respect to process, terms and conditions under which you may offer or sell property such as art, artifacts, design objects and other similar items (collectively “Property”) on artnet's websites (artnet.com, artnet.de, artnet.fr and all other related websites) (collectively, the “Site”). If you wish to access or use the Site to offer or sell Property through the Site (the “Services”), you must accept the terms and conditions of this Agreement, without change. PLEASE REVIEW THE FOLLOWING TERMS CAREFULLY BEFORE USING THE SITE AND ITS SERVICES. BY REGISTERING AND USING THE SERVICES OF THE SITE AS A SELLER, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN (including, without limitation, THE Property Policy and Listing Guidelines ANNEXED HERETO).

The artnet Auctions portion of the Site provides a venue and mechanism for you to conduct auctions for items of Property posted by you on the Site; and for bidders to bid for such items of Property in auctions conducted by you. As such, artnet is not involved in the actual transactions between buyers and sellers, has no control over the buyers and/or the sellers, and does not guarantee in any manner that buyers will pay or that any transaction(s) will be completed.

Use of the artnet Auctions portion of the Site and the Services is limited to Sellers that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not sell items of Property through the Site. Every Seller who uses the Services hereby represents and warrants to artnet that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number, e-mail address and valid credit card number, along with other information that may be required from time to time. Providing inaccurate registration information constitutes breach of this Agreement.

Use of the Site

You may list Property for sale at auction on the Site during the term of this Agreement, subject to the following terms and conditions:

  • You will describe all Property offered by you truthfully and accurately. This would encompass text descriptions, images and pictures of each item of Property including, without limitation, its physical condition (otherwise known as a condition report), age, provenance, and any other relevant data. All damage to Property must be photographed and clearly presented on the Site. Additionally, the information presented in your listing cannot be misleading, either through the inclusion of actual information provided or by the omission of information.
  • The Site and its Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding your use of the Site and its Services. All information you post on the Site will comply with all applicable law, statutes and regulations. It is your responsibility to determine whether the offer or sale of Property may violate applicable laws, statutes or regulations. The minimum regulatory venue is deemed to be United States of America and the State of New York.
  • When posting Property for sale on the Site, you are responsible for establishing the pre-sale estimates (including both a “high” estimate and a “low” estimate for each item) and, for items offered on the Site as auctions, the starting price (i.e., minimum initial bid price) will be set at ten percent (10%) or more of the low end of the estimated value of the item. You will have the option to also establish a reserve for each item but a reserve is not required. A reserve is the minimum acceptable hammer price at which the item may be sold. It is the policy of the Site that in no case may the reserve exceed the posted low pre-sale estimate, and you agree to comply with this policy.
  • You will adhere to the Property Policy and Listing Guidelines annexed hereto and such other policies and guidelines applicable to the Site as such may be amended by us from time to time in our sole discretion.
  • You will adhere to artnet's Return Policy in effect at the time of the auction's “live” period with respect to items of Property sold by you through the Site. The Return Policy will be disclosed to you at the time of your registration as a seller of items of Property on the Site and may be amended by us from time to time in our sole discretion.
  • You will not to offer buyers the opportunity through the Site to purchase any items of Property outside of the Site.
  • You will not to allow other persons or entities to post items on the Site using your membership name. Unauthorized use of passwords or user accounts is also prohibited. You agree not to share account information with other parties. artnet will not be held liable for any activity resulting from compromised account information.
  • You will not interfere with the operation of the Site or with any auction being conducted on the Site, through any device, software, virus or other means, including without limitation, sniping, time bombs, etc.
  • You acknowledge and agree that you have read our Terms of Use and Privacy Policy, which is incorporated by reference into, and made part of, this Agreement. We may change our Terms of Use and/or Privacy Policy in the future without notice to you and you should check our Terms of Use and Privacy Policy sections of the Site frequently for changes. Except as authorized herein and unless otherwise authorized or consented, you agree not to use any information regarding other participants which is accessible from the Site or disclosed to you through the Site except to enter into and complete transactions. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise inconsistent with our Terms of Use and/or Privacy Policy.
  • You will immediately notify artnet if you suspect that your information or listing data has been compromised.
  • Should the authenticity of authorship of any Property sold by you through the Site be found to be incorrect, you will permit the purchaser to return such Property to you for full refund.
  • You are strictly prohibited from placing bids or causing bids to be placed on any item of Property for the purpose of artificially increasing or otherwise manipulating the bidding process on the Site or the bid price of any item of Property listed on the Site. artnet, in its sole discretion, may places bids on your behalf up to the amount of the reserve in order to generate interest in the lot and to protect the reserve.
  • You will complete the transaction(s) as described by this Agreement. You agree to honor the transaction contract. You will not fail to deliver an item for which payment was accepted, significantly misrepresent an item by not meeting the terms and item description outlined in the listing, or refuse to accept payment for an item at the end of a successful sale. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
  • It is your responsibility to determine whether sales or use taxes apply to any sale transactions conducted by you through the Site and to collect, report and remit the correct tax to the appropriate tax authority. artnet is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit, pay or report any sales or use taxes arising from any such sale transaction.

Once an auction is live, Seller cannot amend or make any changes to the auction. If a change is necessary, for any reason, you are required to notify artnet promptly. artnet reserves the right, in its sole discretion, to terminate any auction that has commenced and re-offer the item with a revised description. If you do not want to re-offer the item of Property, artnet will be entitled to collect a Commission Fee (as defined below) as if the item of Property sold at the low estimate price.

artnet has the right, but not the obligation, to monitor any activity and content associated with the Site. artnet may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy, Terms of Use, Property Policy and Listing Guidelines or Return Policy) or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including listings, all of which may be taken by artnet without liability to you or any other person or entity. artnet reserves the right and has sole discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable. In addition, artnet may, in its sole discretion, remove any item of Property posted by you or cancel any auction in progress that it determines has been posted on the Site in violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy, Terms of Use, Property Policy and Listing Guidelines or Return Policy). In the event of a removal or cancellation, artnet will not have any liability to you, any bidder or any other person or entity with respect to the offer of such item or the cancellation of the auction.

As permitted by applicable law, artnet also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect artnet's systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site, artnet's business and systems or other purposes deemed reasonable by artnet, artnet may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

Warranty of Authenticity

You warrant the authenticity of all items of Property offered by you for bidding or purchase on the Site in accordance with the Property Policy and Listing Guidelines. artnet reserves the right to terminate any auction or sale of any item which it believes in its sole discretion is not authentic or where authenticity is substantially not as described in the listing. artnet will have no liability to the Seller or other person or entity (including any bidder) in any auction terminated by artnet.

Fees

There are no membership fees to use the artnet Auctions portion of the Site and its Services. However, artnet will bill you and you will be responsible for, a per item listing fee (“Listing Fee”), which will be incurred when auction items are listed on the Site. In addition to the Listing Fee, artnet will be entitled to receive, and you will be responsible to pay artnet, a commission percentage fee (“Commission Fee”) payable on the selling price of all items of Property sold by you through the Site, excluding any tax, shipping or handling charges. All current fees applicable to auctions are listed under the “Fee Schedule” at Fees (the “Fee Schedule”). artnet reserves the right to change or amend all or any portion of the Fee Schedule, at any time and in its sole discretion, in accordance with the amendment and notification provisions of this Agreement (See Amendment and Notification below).

You will pay all fees owed to artnet upon receipt of any invoice therefor. artnet reserves the right to deliver any invoice to you by: (i) posting an invoice to your account section of the Site; (ii) emailing an invoice to you at the address you have provided in your account settings; or (iii) mailing an invoice to the address provided by you at registration to the Site, as such may be updated from time to time by you in accordance with the procedures designated on the Site. Transmission of any invoice in this manner shall constitute receipt. Additionally, you agree not to interfere with the billing process or attempt to circumvent the fees in any way.

Unless otherwise stated, all fees are listed and shall be required to be paid in US Dollars. You are responsible for all fees and taxes associated with posting to the Site and any sale of Property through the Site. artnet reserves the right to collect on accounts due by various means including but not limited to the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorneys' fees) in the event you fail to pay any amounts due to artnet hereunder.

Use of Content

You, the Seller, grant to artnet and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content listed, posted, displayed or otherwise submitted by you to the Site (collectively, the “Materials”) for all purposes, in any medium whatsoever. It shall be Seller's sole and exclusive responsibility to secure any necessary permissions and/or authorizations to list, post or display any Materials on the Site where such rights are held by third parties.

Dispute Resolution

Because artnet is not a party in the actual transaction between a seller and buyer conducted through the Site and is not the agent of either for any purpose, artnet does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction. artnet has no control over and does not guarantee the quality, safety or legality of items offered for sale through the Site, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.

It is artnet's policy to allow sellers and buyers the opportunity to settle differences directly. artnet reserves the right, but has no obligation, to investigate either a seller's or a buyer's complaint with respect to any item of Property offered for sale through the Site. You agree to cooperate with any investigation that artnet may conduct in response to a claim, and to provide artnet with any documentation in your possession or control. You agree to abide by the terms of artnet's Return Policy in effect from time to time.

If a buyer requests that you rescind a sale of an item sold on the Site, you agree to consider such purchaser's claim in good faith, and to rescind such sale, if appropriate, under the terms of the Return Policy.

Limitation of Liability

THE SITE AND SERVICE IS “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. ARTNET SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

ARTNET WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SITE OR SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES SOLD, PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. Please note that this disclaimer of warranties and limitation of liabilities applies to artnet's service providers and to each of their respective affiliated entities. artnet does not guarantee or represent in any manner that the Site or Service will operate error-free or that the Site or Service will be uninterrupted.

Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ARTNET AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR USE OF THE SITE AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CLAIM RELATING TO ANY PROPERTY OFFERED FOR SALE OR SOLD BY YOU ON THE SITE); (B) YOUR BREACH OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, YOUR BREACH ANY GUIDELINES AND/OR POLICIES INCORPORATED BY REFERENCE HEREIN); (C) YOUR VIOLATION OF ANY STATE, FEDERAL, FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (D) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS.

Release

BECAUSE ARTNET IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, YOU RELEASE ARTNET (AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “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.” YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ARTNET.

Warranty of Authenticity

You warrant the authenticity of all items of Property offered by you for bidding or purchase on the Site in accordance with the Property Policy and Listing Guidelines. artnet reserves the right to terminate any auction or sale of any item which it believes in its sole discretion is not authentic or where authenticity is substantially not as described in the listing. artnet will have no liability to the Seller or other person or entity (including any bidder) in any auction terminated by artnet.

Amendment and Notification

artnet reserves the right to change any of the terms and conditions contained in this Agreement (including, without limitation, the Fee Schedule, Property Policy and Listing Guidelines and/or Return Policy) by posting on the Site either a new agreement or any changes or amendments thereto. Each time any of the foregoing is changed or amended, artnet will send notification of the changes or amendments in an email to you at the address you have provided in your account settings. Each change or amendment will be automatically effective ten (10) days after notice thereof is initially emailed to you. No changes or amendments shall affect the sale of any Property that you posted for sale before such change or amendment became effective. YOUR CONTINUED USE OF THIS SITE AND ITS SERVICES FOLLOWING ARTNET'S POSTING OF ANY CHANGES OR AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR AMENDMENTS. IF YOU DO NOT AGREE TO ANY CHANGES OR AMENDMENTS TO THIS AGREEMENT (including, without limitation, ANY CHANGES OR AMENDMENTS TO THE Fee Schedule, Property Policy and Listing Guidelines AND/OR RETURN POLICY), DO NOT CONTINUE TO USE THE SITE OR ITS SERVICES AS A SELLER.

All informal communication between the parties will be via email to the extent feasible.

Termination of Agreement

artnet reserves the right to terminate this Agreement at any time, on ten (10) days notice to you, for any reason whatsoever; provided, however, that unless this Agreement is terminated by artnet pursuant to the paragraph immediately set forth below, this Agreement shall remain in effect to the extent necessary to permit you to complete your pending auctions on the Site at the time of notification of termination by artnet.

Additionally, artnet reserves the right to terminate this Agreement immediately upon notice to you and cancel any of your pending auctions, if: (i) you are found to be, in artnet's sole good faith judgment, in breach of this Agreement or the documents it incorporates by reference; (ii) artnet believes that your actions may cause legal liability for artnet or any Site users; or (iii) artnet no longer offers the Service contemplated under this Agreement. The foregoing shall be in addition to any other rights or remedies in the event you breach this Agreement or the documents it incorporates by reference or if artnet believes that your actions may cause legal liability for artnet or any Site users.

Notification of any termination will be emailed to you at the address you have provided in your account settings.

The following Sections survive any termination of this Agreement: Warranty of Authenticity; Fees (with respect to fees owed for our services); Use of Content; Dispute Resolution; Limitation of Liability, Indemnity; Release; Representations, Warranties and Additional Agreements; and Miscellaneous.

Miscellaneous

The laws of the State of New York govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.

YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ARTNET MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ARTNET PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

If anyone or more of the provisions contained in this Agreement for any reason is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid illegal or unenforceable provision or provisions had never been contained herein.

You shall not assign this Agreement to another entity or person without the prior written consent of artnet. Subject tot the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.

You acknowledge and agree that no joint venture, partnership, agency, franchise, or employment relationship is created or intended by this Agreement, and agree not to represent to third parties that you are an agent, partner, joint venturer or employee of artnet or any of artnet's affiliated entities.

This Agreement and the general terms, conditions set forth on the Site, including but not limited to the policies and guidelines referred to herein, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

artnet's failure to enforce the strict performance of any provision of this Agreement (or any policy or guideline referred to herein) will not constitute a waiver of artnet's right to subsequently enforce such provision or any other provisions of this Agreement (or any policy or guideline referred to herein).

Property policy and listing guidelines

1. Restricted Property

A Seller shall not offer for sale any Property on the Site if the offering or sale of such Property violates applicable laws or regulations or may subject the Seller or artnet to potential liability. Without limiting the foregoing, a Seller may not post the following types of property for sale on the Site:

  • Property containing ivory, tortoiseshell, or any other product of a plant or animal species that is protected as endangered or threatened under applicable national or local law
  • Wine, beer, liquor, distilled spirits or any product containing alcohol
  • Products containing tobacco or tobacco derivatives
  • Any firearms or explosives
  • Any artifacts or materials connected with or related to the “Nazi” regime that in artnet's sole discretion lacks appropriate artistic merit, offensive material, “hate” literature or other material, or any other property that artnet deems, in its sole discretion, to be inappropriate or offensive
  • Any perishable products
  • Livestock or other living creatures
  • Any item containing human remains including but not limited to blood, hair, bone or tissue
  • Slot machines and gaming equipment
  • Pornographic material, including MPA-rated X, home porn, and hard-core material
  • Stolen property
  • Any property that a Seller is prohibited from selling under applicable “foreign asset control” or “economic sanction” restrictions and regulations promulgated from time to time, or if under a court's control or under a court's order prohibiting sale
  • Property whose sale or offering for sale would infringe any proprietary rights (including without limitation copyright, patent, trademark or other intellectual property rights), or privacy or publicity rights of any third party
  • Property whose sale or offering for sale is prohibited under applicable laws, rules or regulations
  • Defamatory or libelous material

Notwithstanding the items set forth above, Artnet reserves the right. in its sole discretion, to restrict or prohibit any item of Property from being offered for sale through the Site.

2. Representations and Warranties Concerning Property

Each Seller shall be deemed to make the following representations and warranties to artnet upon the posting of any Property for sale on the Site:

  • Seller has the right to offer the Property for sale through the Site;
  • Seller has good and unencumbered title to any Property offered for sale by Seller through the Site and good and unencumbered title and right to possession to the Property will pass to the buyer of such Property at the time of sale;
  • Seller has no reason to believe that the Property is not authentic or is counterfeit; and
  • If applicable, the Property has been lawfully imported into the jurisdiction in which it is currently located and that any applicable tariffs and taxes have been properly paid.

3. Code of Conduct

artnet is committed to maintaining high standards of business, legal and ethical practices. Given the complex international legal and ethical environment in which international art and other markets operate, each Seller is required to fully endorse and agree to the following policy statements regarding Property to be offered for sale on the Site.

  • No item of Property will be sold or offered for sale, if a Seller knows or has reason to believe that such item of Property was illegally exported or imported.
  • If a Seller suspects or has knowledge of an illegal export or import, Seller must not offer such item of Property for sale on the Site.
  • Seller agrees to comply with the laws of the countries in which the Seller is doing business, including applicable export or import laws.
  • Seller endorses the regular review by the Art Loss Register of the Site.

4. Listing Guidelines

Each Seller is required to fully endorse and agree to the following listing guidelines regarding Property to be offered for sale on the Site

  • Seller agrees not to include brand names or other keywords in the title that may affect the keyword searches for the Site.
  • Seller agrees not to use brand names, misleading or inappropriate aliases for his/her screen name.
  • Seller agrees to list the items within the appropriate categories on the Site.
  • Seller agrees to deliver the item of Property purchased from it unless the buyer of such item of Property fails to make payment.
  • Seller agrees to fully disclose all shipping information to the buyer and to not misrepresent shipping costs or where the item of Property will be shipped from.
  • Seller agrees to disclose the states where it is are obligated to collect sales taxes. Seller shall be responsible for the collection and remittance of all applicable sales taxes.
  • Seller agrees not to offer more than one choice of item per lot entry or list a single item but offer additional items for sale in the description.
  • Seller agrees not to increase the rate to the buyer to pay for the use of credit cards, or other methods of payments used in the ordinary course of business.
  • Seller agrees not to misrepresent the estimate of any item of Property.
  • Seller agrees not to use profanity or obscene images in any listing of Property.
  • Seller endorses the regular review by the Art Loss Register of the Site.

VIOLATION OF ANY OF THE FOREGOING POLICIES AND GUIDELINES SET FORTH ABOVE MAY RESULT IN THE IMMEDIATE TERMINATION OF ANY AUCTION BEING CONDUCTED BY A SELLER ON A SITE, BY THE REMOVAL OF THE PROPERTY FROM THE SITE AND/ OR THE IMMEDIATE TERMINATION OF THE SELLER'S MASTER SELLER AGREEMENT.

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