artnet Subscription Agreement and Terms of Sale

The Subscription Agreement and Terms of Sale (this "Agreement") governs your use of the 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 agree to the following:]" at the bottom of the registration page, you accept and agree to be bound by this Agreement.

Any changes to this Agreement will be effective upon posting of the revisions to our website. If we change this Agreement, we shall post a revised version of this Agreement here, which shall automatically replace the terms of this Agreement. You are responsible for reviewing our website and any applicable changes. Changes to this Agreement may be posted on our website without notice to you. Your continued use of the Products following our posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Products.

artnet offers a variety of products and services. Below is a definition of all products and services which are included in the term "Product." Pricing and other details with respect to each Product is set forth in the registration or terms of purchase for the applicable Product and is expressly incorporated by reference into the terms of this Agreement.

artnet Price Database Fine Art and Design

The Price Database Fine Art and Design is an illustrated online database of approximately 5 million fine art and design auction results. Covering more than 200,000 international artists and designers, a Price Database Fine Art and Design subscription allows users to conveniently 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:

1. Illustrated Monthly (Individual and Professional Rollover) Subscriptions are monthly recurring subscriptions for individual users for which billing recurs every thirty days. The user is granted access to a limited number of illustrated searches. If the user uses more than the limited number of searches provided in their subscription they are charged a fee per search after the search limit is reached.

2. Illustrated Annual (Expert, Appraiser) Subscriptions are annual subscriptions where searches are bought in a package and must be used within the one year subscription period. The subscriptions expire after one year and do not renew automatically. Customers are sent an email when either their searches are 80% completed or when they have less than thirty days remaining on their subscription, giving them the option to renew.

3. Imageless Unlimited (Researcher Yearly) Subscriptions are subscriptions which provide the Price Database: Fine Art and Design product without images and give the user an unlimited number of searches within the subscription period. These subscriptions do not renew automatically. Customers with a Researcher Yearly subscription are sent an email when they have less than thirty days remaining on their subscription, giving them the option to renew.

4. Illustrated Day Pass (One-Day Pass) Subscriptions are daily subscriptions where searches are bought in a package and must be used within the 24-hour subscription period. This subscription expires after 24 hours and does not renew automatically.

5. IP Restriction Subscriptions are subscriptions for large institutions where the client’s IP address is used as opposed to a password. This service is not available for purchase through the website.

The Market Alert subscriptions allow you to track artists and art events. We email you as soon as your artists have a work up for sale on artnet Auctions, in an international auction house, or at one of artnet Galleries. There are three Market Alert subscriptions:

1. Market Alert 30 Monthly Subscription is a recurring subscription for individual users, billed every 30 days. This subscription allows you to track artworks for sale for up to 30 artists and upcoming art events and auctions from artnet Calendar.

2. Market Alert 50 Monthly Subscription is a recurring subscription for individual users, billed every 30 days. This subscription allows you to track artworks for sale for up to 50 artists and upcoming art events and auctions from artnet Calendar.

3. Market Alert Annual Subscriptions are subscriptions which expire after one year. These annual subscriptions do not renew automatically. These subscriptions are not available for purchase through the website.

For each of the above subscriptions, you can subscribe to an additional feature “Auction Results Alerts,” to receive the sold price of lots by artists you follow.

Prorated billing for the feature “Auction Results Alerts”: If you enable this feature on a different day of the month than when your main Market Alert subscription renews, you will only be charged a prorated amount for this feature until your main Market Alert subscription renews. On this renewal date, and on all the following ones, your credit card will be charged for both the subscription and the feature on the same date, unless canceled.

The Market Reports are a series of graphs that depict an artist's market movement over time. From total sales year over year to percentage of lots bought-in, each report may help you decide whether to buy or sell works by a given artist.

The subscription for Market Reports is a per report subscription for a specified number of reports. The reports can be used within a 365 day period.

The Price Database Decorative Art is an illustrated database comprised of furniture, porcelain, silver, glass, carpets and all other artistic objects which have a practical application covering Gothic through Art Nouveau. There are three types of subscriptions for the Price Database Decorative Art.

1.Illustrated Monthly Subscriptions are monthly recurring subscriptions for individual users for which billing recurs every thirty days. The user is granted access to an unlimited number of illustrated searches.

2. Illustrated Annual Subscriptions are annual subscriptions where the user is given an unlimited number of illustrated searches. The subscription expires after one year and does not renew automatically. Customers will be sent an email when they have less than thirty days remaining on their subscription, giving them the option to renew.

3. IP Restriction Subscriptions are subscriptions for large institutions where the client's IP address is used as opposed to a password. This service is not available for purchase through the website.

Similar to financial indices like the S&P 500, artnet has consolidated auction sales data into comparable sets which are then used in calculating artnet Indices. These indices are based on an in-house methodology that aggregates resulting data in order to examine price performance. Public auction sales data are extracted from the artnet Price Database. artnet Indices are the exclusive property of artnet.

artnet Analytics Reports are intended to provide market information about artworks that have sold at auction, in a highly customized, yet intuitive format. These reports are based on auction sales data that has been consolidated into comparable sets that allow users to visualize market trends for a specific artist or group of artists over time. Three (3) different types of reports are available:
- Artist Index Report: Report describing the performances over time of the complete works by the artist of your choice,
- Multiple Artists Report: Report describing the performances over time of the complete works by two or more artists of your choice (each artist can be combined in one single index or compared to each other), or
- Analytics Prepared Reports: Report created by artnet analysts to provide you with analysis on recent and noteworthy topics and trends.

For each report type, the user can customize the graphs in the final report in an advanced wizard. All reports are based on the artnet Price Database data and artnet Indices, exclusively developed in-house by artnet analysts with advanced calculations and methodologies.

There are two types of payment methods for artnet Analytics Reports: one-time payments for single reports to be paid per report at the end of the customization process, or one-time payments to purchase a specified number of reports ahead of time (Analytics Report Package).

Terms and Fees

There are three (3) types of payment methods for artnet Products: one-time payments for Products which do not renew, recurring payments for Products which renew on a thirty (30) day basis, and one-time payments to purchase a specified number of reports. All Product pricing is listed on the registration or terms of purchase page. You agree to pay the fee for the Product indicated in the pricing schedule set forth on such page. At the time of registration or purchase, you will provide accurate information regarding your account including a valid credit card and you certify that you are over 18 years of age and legally able to enter into a valid and binding agreement with artnet. Your purchases of any artnet product will be billed in the currency of the country listed in your credit card billing address.

One-Time Payment for Products

If you have purchased a subscription with a one-time payment, such as the Price Database Fine Art and Design Expert Subscription, the Price Database Decorative Art Illustrated Annual Subscription, IP Restricted Subscriptions, the Market Alert Annual Subscriptions, or Market Reports, you agree that you will pay the fee for the subscription in advance. If you have purchased a non-subscription Product with a one-time payment, such as the Analytics Reports, you agree to pay the indicated price at the time of purchase. Your credit card indicated in the registration process (or on your Member Services account if the subscription is an addition to a previously purchased service) will automatically be charged for these Products.

Report Packages

If you purchase a group of reports (a “Report Package”), you agree to pay for a specified number of artnet Analytics Reports in advance, which you can use to create reports in the future. Initially, Report Packages of 5, 10, and 15 reports will be available. Unless specifically noted otherwise, all of our report Products can be purchased with Report Package credits and each report Product costs 1 Report Package credit. Report Packages are linked to the artnet username you use when you purchased the Report Package, and you will need to sign in under that username in order to use Report Package credits. Note that if you have purchased a Report Package that has not been fully used, you must use the Report Package to purchase a report and you will not be able to purchase a single report under the same username with a credit card until the Report Package has been completely used. Unused Report Package credits will not be redeemed or refunded and are not transferable to another user.

Recurring Payment for Products

If you have purchased a subscription with a monthly recurring payment, such as the Price Database Fine Art and Design Individual Rollover Subscription, 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 Member Services account if the subscription is an addition to a previously purchased product) will be initially charged upon signup. The subscription will automatically renew every 30 days and your credit card will be charged at this time unless you cancel the subscription. 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. Since the monthly fee is automatically charged to your credit card, we strongly recommend that you use a credit card that is not near the credit limit. We are not responsible for bank fees or penalties. If your credit card declines on any renewal date, we reserve the right to automatically terminate your subscription. This Agreement will constitute your copy of your recurring payment authorization to artnet. Please print and retain a copy of this Agreement for your records.

As long as you have paid all fees when due and your account is in good standing, we will carry over any unused searches under the Individual or Professional Rollover Subscription to a maximum of two (2) months' accumulation ("Accumulated Searches").

Taxes

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 the 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 fee 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.

Modification of Pricing and Billing Terms

We reserve the right at any time to institute new fees, change the amount of or basis for determining, any fees or charges with respect to the Products, or charge taxes applicable to the sale of the Products. You agree to pay all charges, including applicable taxes, in accordance with the billing terms in effect at the time the fee or charge becomes payable.You agree to pay all charges, including applicable taxes in accordance with the billing terms in effect at the time the fee or charge becomes payable.

We will inform you of any upcoming changes in the prices or charges for the Products and such changes will only apply to new subscription terms. However, for the monthly subscriptions, which are automatically renewed, we reserve the right to modify the prices and charges at any time. Such changes will become effective with your next monthly billing cycle following the date of our notification to you of such changes, unless you cancel your subscription within the allotted timeframe.

For other subscriptions, any changes in prices or charges that we reserve the right to implement shall only be effective upon your formal acceptance of the non-automatic renewal, according to the process described in the email notice that you will have received.

Billing Currency effective on or after December 11, 2010

Products are advertised in US dollars on artnet.com and in Euros on artnet.de and artnet.fr.
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:

- Euro (EUR - €) if your billing address is in the eurozone
- British pound (GBP - £) if your billing address is in the United Kingdom
- United States dollar (USD - $) if your billing address is in the USA or other countries not otherwise defined

When purchasing artnet products on our website, your credit card billing address entered on step 3 will affect the currency and price of your order. The price is displayed on step 4 in your local currency and you can choose to return to step 3 to edit your billing address before purchasing, if needed.

If you purchase a monthly rollover 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 monthly renewal and/or overage charge(s). You can cancel your monthly subscription at any time without penalty.

No Refunds

Except if otherwise expressly stated, artnet will not refund for any annual or monthly subscriptions or over the limit searches which 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 cancellation or "cooling off" 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 monthly subscription as described in the "Termination" section of this Agreement.

Dispute of Credit Card Charges

If you have a disagreement regarding a credit card charge, you may contact customer service in writing within ninety days from the date of the initial credit card charge. You agree that artnet is not liable for any charges or errors not reported within such ninety day time frame and you expressly waive any right to dispute a charge to your credit card if you have not contacted customer service in writing with respect to any disputed charge within such ninety day period.

You may terminate any subscription for a month-to-month Product under this Agreement by clicking on the "Cancel" icon located on the Member Services page of our website. The effective date of any such termination will be the end of the thirty day recurring monthly period indicated on the Member Services page. In the event you initiate a reactivation of any subscription for such month-to-month Product under this Agreement after a request for termination, the termination shall be nullified 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 fees through the remainder of the subscription term for such Product, payment for any additional searches over the prescribed search limit for your subscription for such Product or other overages, and you will forfeit any right 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.

We may terminate your right to use and/or access any Product (including but not limited to any subscription which you may have for any Product) at any time in our sole discretion with or without prior notice. We may also suspend your use of the Products by disabling your user name and/or password for any reason, including but not limited to if we believe you have violated the terms of this Agreement or are using the information provided through the Products in a manner inconsistent with the spirit of this Agreement or the general terms and conditions of our website. If we terminate your right to use and/or access any Product (including but not limited to any subscription which you may have for any Product), without cause, we agree to refund to you the pro rata portion of any payments made by you to us for such terminated Products. Any determination of the amount to be returned to you in the event of any such termination shall be made by artnet in its reasonable discretion and shall be conclusive and binding. In the event of any termination by us, you will remain responsible for payment for any additional searches over the prescribed search limit for your subscription or other overages as a result of your usage of any Product prior to termination. You will also forfeit any right to any Accumulated Searches, if any.

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:

1. Unless otherwise agreed upon by us, each Product is limited solely to you and is not transferable and does not extend to any other person, employer, subsidiary or parent organizations, or to any other related or affiliated organizations. You may not assign, sub-license, transfer, change or otherwise dispose of your rights under this Agreement without our prior written consent.

2. You may print single copies of individual results pages and other items from searches on the Price Database Fine Art and Design and the artnet Price Database Decorative Art but not more than one percent (1%) of the aggregate databases, respectively.

3. We shall grant a username and password or IP restriction to you. You are responsible not to disclose the username or password or IP address to any other person and to monitor your account for any usage that is not your own. In the event that you cannot recall your username or password, or become aware that another person is using your username or password or IP restriction you must immediately contact artnet customer service. You agree to co-operate with us as appropriate to stop further abuse should it occur.

4. We reserve the right to issue replacement usernames and/or passwords at any time.

5. You do not own any information you have purchased or printed from our Product pages or website. You shall use your best efforts to safeguard the intellectual property, confidential information, and proprietary rights of artnet.

6. You are responsible for the provision of and payment for the computer equipment and telecommunication services necessary for access to the Products purchased. We shall not issue credits or refunds against charges incurred by you in relation to such telecommunication services or those incurred contacting our customer support. You accept that we have no control over such telecommunication services and that we shall have no liability to you for the acts or omissions of providers of telecommunication services or for faults in or failures of their apparatus.

7. Usage Restrictions

You warrant that you will not:

(a) sell, distribute, license, rent or otherwise exploit any Product provided, or any element of it, for any commercial purpose;

(b) make any Product, or any element of it, available other persons;

(c) make any Product, or any element of it, available on, or by, electronic bulletin boards, news groups, Web sites, FTP or any other means of posting or transmitting material on the Internet, an on-line service, local or wide area network;

(d) remove or obscure any copyright notice(s) from including hard-copy print-outs;

(e) use any Product, or any element of it, to create any derivative work, product or service, or merge any Product with any other product, database, or service;

(f) alter, amend, modify, translate, or change any Product, or any element of it;

(g) undertake any activity which may have a damaging effect on our or any of our third party licensors' ability to achieve revenue through selling and marketing the Products;

(h) otherwise use any Product, or any element of it, supplied in accordance with this Agreement in a manner that would infringe the copyright or other proprietary rights contained within it;

(i) permit any third party to obtain remote access to any Product, or any element of it, through your computer network;

(j) download, or permit any third party to download any digital information to any storage media, including, but not limited to, system servers, hard disks, diskettes, CD-Roms and back up tapes; or

(k) disclose to any person, firm or company the username or password assigned by us.

THE PRODUCTS ARE PROVIDED "AS IS." NEITHER US NOR ANYONE ELSE MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY REPRESENTATIVE OF US OR BY ANYONE ELSE SHALL CREATE ANY WARRANTIES.

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. 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 artnet customer service by telephone, electronic mail or in writing and we shall use reasonable efforts to correct those faults or errors reported by you.

We shall not be liable for any claim arising from:

(a) any failure or malfunction resulting wholly or to any material extent from your negligence, operator error, or any other misuse or abuse of any Product;

(b) the failure by you to implement recommendations previously advised by us in respect of, or solutions for, faults in any Product;

(c) the modification of any Product or its merger with any other program or any maintenance, repair, adjustment, alteration, or enhancement of any Product by any person other than us; or

(d) inability to use any Product due to website downtime.

Our failure to perform any term or condition of this Agreement as a result of conditions beyond our control such as, but not limited to, war, strikes, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or services, shall not be deemed a breach of this Agreement.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY IN RESPECT OF ANY AND ALL CLAIMS AND/OR ACTIONS (WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY PRODUCT SUPPLIED HEREUNDER IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT. No action, regardless of form, arising out of any this Agreement or any Product supplied hereunder, may be brought by you more than one year after you have knowledge of the occurrence which gives rise to the cause of such action.

NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT AND EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR LOSS OR DAMAGE OF ANY KIND OR NATURE; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES IN ADVANCE.

You shall indemnify and hold us harmless against any and all claims, actions, demands, legal proceedings, losses, damages, liabilities and costs and expenses (including but not limited to legal fees) arising from any misuse of any Product under this Agreement, whether or not authorized by you, which are brought against us by third parties, and shall reimburse us for any costs and expenses (including but not limited to legal fees) resulting from any claims by us against you.

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.