museums, and private collections.
Basic Terms. This Agreement applies to your use of the Services whether or not you register for an Artsy account, and whether you use the Services to browse, search, post, exhibit, buy, sell or otherwise. You may use the Services only if you can form a binding contract with Artsy and only as permitted by law. You may not access or use the Services if you are under the age of 13. If you are accepting this Agreement on behalf of a business or other entity, you represent and warrant that you are authorized to bind the entity to this Agreement, in which case the terms “you” and “your” in this Agreement will refer to the entity. Certain areas or features of the Services may be subject to additional or separate terms and conditions posted on the Services or otherwise made available to you in connection with such areas or features. By accessing or using such areas or features, you agree to comply with any applicable terms and conditions.
License and Account. We grant you a limited, non-exclusive and non-transferable license to use the Services as they are provided to you by Artsy, in the manner permitted by this Agreement. In order to use certain features of the Services, you will also be required to register for an Artsy account. You agree to provide only accurate and true information in connection with your account and to update your information as necessary so it is always accurate and current. You may not rent, sell or transfer your account to any third party. You are responsible for keeping your password confidential and for any and all activities that occur under your account or password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or other breach of security on the Services.
Basic Content Terms. In this Agreement, the term “Content” includes all of the images, text, information, data, audio, video, graphics, code, software and other material included on or otherwise made available through the Services. Content includes but is not limited to User Content. In this Agreement, the term “User Content” includes all Content that is submitted, posted or otherwise provided on or through the Services by users. User Content includes but is not limited to any images, text, audio and video made available through the Services by exhibitors, sellers, buyers and other users. We do not claim ownership over any User Content, and each user is solely responsible for any User Content that they make available through the Services. More information about User Content is provided in the following section of this Agreement.
Proprietary Rights. All Content is owned by Artsy or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws and/or other proprietary rights and laws. The Services are also protected as a compilation and/or collective work under U.S. and international copyright laws. As between you and Artsy, Artsy owns and retains, solely and exclusively, all rights, title and interest in and to the Services, all Content that we create or make available to you through the Services, and the look and feel, design and organization of the Services, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, moral rights, database rights and other intellectual property and proprietary rights therein. The trademarks, service marks, logos and trade names displayed on or in connection with the Services are the registered and unregistered trademarks and service marks of Artsy or third parties in the United States and/or other countries. Your use of the Services does not grant you any ownership over any Content, and except for the limited license and permission to access and use the Services that we grant you under this Agreement, your use of the Services does not grant you any license or permission under any copyright, trademark or other intellectual property rights of Artsy or any third party, whether by implication, estoppel or otherwise. We reserve all rights not expressly granted to you in this Agreement.
Use of Content. You may view Content within the Services for your own personal, internal use in connection with your use of the Services, in accordance with the normal functionality and restrictions of the Services. We may also provide interactive features that enable you to post or share certain Content in a way that will be accessible to others, in which case you may use such features to post or share such Content, but only in accordance with the normal functionality and restrictions of such features; and such features do not imply any further permission to use any Content in any other manner. If you are a teacher, you may also display Content within the Services to your students or audience members in a live indoor lecture, presentation or seminar conducted by you, provided all such use of Content is strictly educational and non-commercial and you do not reproduce, distribute or publish any Content outside of the Services in any way that is not specifically permitted by the features of the Services that we provide. Except as expressly permitted in this Agreement, you agree not to reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content for any purpose without express prior written permission from Artsy or the applicable rights holder. Any commercial exploitation of any images or other Content without express prior written permission from Artsy or the applicable rights holder is strictly prohibited.
Downloadable Images. We may provide a “Download Image” tool with certain images displayed on the Services. The images that may be downloaded with this tool (“Downloadable Images”) have been obtained from various third party sources that have made the images available for unrestricted use or use under certain conditions. You have our permission to use Downloadable Images free of charge without restriction, including for commercial use, subject to any applicable laws and third party rights or conditions. Please note that this permission applies only to any rights that Artsy itself may have with respect to the use of Downloadable Images. We are not granting permission to use any Downloadable Images on behalf of any third parties, and we do not represent or warrant that the use of any Downloadable Images in any manner will not violate the copyrights or other rights of any third parties (for example, trademark, privacy or publicity rights). It is solely your responsibility to determine and comply with any applicable third party rights and restrictions before downloading or using any Downloadable Images in any manner. Without limitation, certain rights information, source-identifying information, links and conditions may be posted on the artwork detail page where the Download Image tool is located and/or in the “More Info” section accessible from the artwork detail page, and you agree to consult these areas, review any applicable information and comply with any applicable conditions. You agree that your use of Downloadable Images is solely at your own risk and that we will not be liable or responsible, directly or indirectly, for any claim, loss or damage of any kind arising out of or related to your use of any Downloadable Images.
Mature Content Warning. Please note that Content displayed on and in connection with the Services covers a wide range of art and subject matter, is generally uncensored, and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or any other minor to use your computer or other Internet compatible device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.
User Content License. We do not claim any ownership rights in your User Content, and you remain the owner of any intellectual property rights that you have in your User Content. By submitting, posting or providing any User Content on or through the Services, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform and publicly display your User Content, in any media now known or later developed, for the purposes of developing, distributing, promoting and providing the Services. You represent and warrant that you own or otherwise control all of the rights to your User Content, and that the use of your User Content does not violate this Agreement and will not violate any rights of or cause injury to any person or entity.
Right to Monitor or Remove. We reserve the right, but do not have an obligation, to monitor or review any User Content or activity on the Services, to investigate alleged or suspected violations of this Agreement or to otherwise administer and operate the Services, at any time and in our sole discretion, and we may disclose any User Content or activity if we believe that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. We also reserve the right to remove or refuse to publish any User Content, in whole or in part, if we believe that such User Content may violate this Agreement, the law or any third party rights, or for any other reason or no reason, without notice or liability, at any time and in our sole discretion. You agree that we will not be liable for any use of your User Content by us in accordance with this Agreement.
No Endorsement. Please note that we do not endorse or make any representations or warranties as to the accuracy, completeness, truthfulness or reliability of any User Content or any advice, ideas or information communicated on or in connection with the Services by any users or other third parties. You agree that any reliance by you on any such advice, ideas or information is solely at your own risk. You agree that we have no obligation to review or screen any User Content before it is published on the Services, and you acknowledge that by using the Services, you may be exposed to User Content that is inaccurate or misleading or that you otherwise find objectionable. You agree that we will not be liable or responsible for the User Content of any other user.
You agree that you will not do any of the following:
The Services include a platform and features that enable users to buy and sell artwork and other property. Please note that unless we specifically indicate otherwise, all property offered or sold on or in connection with the Services is offered and sold directly from the seller to the buyer, and we are not a party to any sale. Except for the limited purpose of receiving payments for certain sales, we are not the agent of any seller and have no agency authority for any other purpose, and we are not the agent of any buyer for any purpose. We do not control and are not responsible for the conduct of any buyers or sellers, and we cannot guarantee that any buyers or sellers will complete any transactions. Minors may not use the Services to buy or sell property, and every buyer and seller represents and warrants that she or he is not a minor, is at least 18 years old and can otherwise enter into and form binding contracts under applicable law. In any case, all sellers must receive our express prior written permission before they may begin using the Services to market, offer or sell property. Certain sales or activities that occur on or in connection with the Services will be subject to additional terms and conditions posted on the Services or otherwise made available to you in connection with those sales or activities, including but not limited to our Conditions of Sale, which can be viewed at: artsy.net/conditions-of-sale. We receive a commission from the seller on certain sales that occur on or in connection with the Services.
The Services may provide links and features that enable you to access other websites or services that are not owned or controlled by us, and other websites or services may provide links to the Services. Such links and features are for your convenience only and do not constitute or imply any endorsement or warranty by us with respect to any such websites or services or any information, materials, goods or services on or available from any such websites or services. You agree that your use of any such websites or services is solely at your own risk. You agree that we will not be liable or responsible, directly or indirectly, for: (i) the availability of any such websites or services; or (ii) any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any information, materials, goods or services on or available from any such websites or services.
WHILE WE TRY TO KEEP THE SERVICES UP AND RUNNING AND FUNCTIONING PROPERLY, YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU “AS IS” AND "AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTIES AS TO ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY, AND ANY WARRANTIES THAT THE SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE ERROR-FREE, AVAILABLE, UNINTERRUPTED, SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ALL OF WHICH WE EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IF THE USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE WILL NOT BE RESPONSIBLE FOR THOSE COSTS OR LOSSES. EXCEPT AS OTHERWISE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND ARTSY, NO ADVICE OR INFORMATION THAT YOU OBTAIN FROM US OR ANY OTHER PERSON OR ENTITY, WHETHER ORALLY, IN WRITING, ON THE SERVICES OR ELSEWHERE, WILL CREATE ANY WARRANTY BY ARTSY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Please note that despite the rules and guidelines in this Agreement, it is possible that others might access or use the Services in ways that are deceptive, fraudulent, defamatory, harmful, unlawful, offensive or otherwise objectionable. We make no representations or warranties whatsoever with regard to the conduct of any users or other third parties on or in connection with the Services, whether online or offline, whether in connection with any transaction, User Content or otherwise. We also make no representations or warranties whatsoever, express or implied, with regard to any property offered or sold by any third party on or in connection with the Services, its quality, merchantability, fitness for a particular purpose, legal title or otherwise. All users are solely responsible for their own communications, dealings and interactions with other users or any other third parties on or in connection with the Services.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE ARTSY AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS AND EMPLOYEES FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, ARISING OUT OF OR IN CONNECTION WITH ANY OF THE FOLLOWING: (i) ANY CLAIM OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR USERS; (ii) ANY USER CONTENT OF ANY OTHER USER; (iii) ANY PROPERTY OFFERED AND/OR SOLD BY ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES; AND/OR (iv) ANY UNAUTHORIZED THIRD PARTY ACCESS TO OR USE OF THE SERVICES, YOUR ACCOUNT AND/OR YOUR USER CONTENT. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
UNDER NO CIRCUMSTANCES WILL ARTSY OR ANY OF OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (i) THE USE OF OR INABILITY TO USE THE SERVICES: (ii) ANY CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICES; AND/OR (iii) ANY CONTENT, GOODS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES. IN NO EVENT WILL THE TOTAL LIABILITY OF ARTSY AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS AND EMPLOYEES FOR ANY CLAIM RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID ARTSY, IF ANY, DURING THE THREE (3) MONTHS BEFORE THE ACT OR OMISSION GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Artsy and our officers, directors, agents and employees harmless from and against any action or claim asserted by any third party arising out of or related to your breach of this Agreement, your User Content, any misrepresentation made by you, or your violation of any applicable law or any third party right, including any damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of any such action or claim. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses. This indemnification and defense obligation will survive this Agreement and your use of the Services.
This Agreement and the rights and obligations of you and Artsy under this Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, U.S.A., excluding any conflicts of laws principles. You agree that any claim or dispute arising out of or related to this Agreement or the Services must be resolved exclusively in a state or federal court in New York County, New York, U.S.A. You agree to submit to the personal and exclusive jurisdiction of such courts for the purpose of litigating all such claims or disputes, and you expressly waive any objection as to inconvenient forum. To ensure that disputes are dealt with soon after they arise, you agree that regardless of any statute or law to the contrary, any claim or cause of action that you have against Artsy arising out of or related to this Agreement or the Services must be filed within the applicable statute of limitations, or, if earlier, one (1) year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement or your use of the Services.
Artsy is based in the United States and we make no representations or warranties that the Services will be appropriate or available for use outside of the United States. If you are located outside of the United States, you agree that your use of the Services will comply at all times with all applicable local, state and national laws, rules and regulations of the jurisdiction in which you are using the Services. If you are located in a country that is embargoed by the United States or you are on the U.S. Treasury Department’s list of Specially Designated Nationals, you must not participate in any transactions or engage in any other commercial activity whatsoever on or in connection with the Services.
The Services are updated frequently and their form and functionality may change without notice. We reserve the right to change, update, add, remove or discontinue any aspect or element of the Services, including but not limited to the appearance, design or functionality of the Services (or any part of the Services), in whole or in part, temporarily or permanently, with or without notice, at any time and in our sole discretion. You agree that we will not be liable to you or any third party for any changes to the Services.
We reserve the right to change this Agreement from time to time in our sole discretion, including the right to change, modify, add or remove any part of this Agreement. Unless we make a change for legal or administrative reasons, we will provide you with 14 days notice before the updated version of this Agreement becomes effective. You agree that we may notify you of any changes to this Agreement by posting the updated Agreement on the Services, and each user should review this Agreement periodically to be informed of any changes. Any changes to this Agreement will be effective when posted on the Services or at such later date as may be specified in the updated Agreement. By continuing to use the Services after any changes to this Agreement become effective, you agree to be bound by such changes. Changes to this Agreement will not apply to claims or disputes that arose before the changes became effective, all of which will remain subject to the terms and conditions in effect at the time that such claims or disputes arose.
You may discontinue your use of the Services at any time. You agree that we may terminate this Agreement, or limit, terminate or suspend your access to or use of any or all of the Services, or reclaim any username, at any time and in our sole discretion, without notice or liability, for any reason or no reason, including but not limited to if you breach this Agreement. After any termination of this Agreement and/or after you otherwise stop using the Services, the following will survive and remain in full force and effect and enforceable: (i) all outstanding obligations between you and us, including any payment obligations; (ii) all remedies for breach of this Agreement; and (iii) the following sections of this Agreement: 2 (Content and Ownership), 3 (User Content), 7 (Other Websites and Services), 8 (Disclaimer of Warranties), 9 (Release), 10 (Limitation of Liability), 11 (Indemnity), 12 (Law and Jurisdiction), 16 (Termination), 17 (Entire Agreement), 18 (General).
Our delay or failure to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of any such right or provision or any other right or provision of this Agreement. None of our rights or remedies under this Agreement may be waived unless the waiver is in writing and signed by our duly authorized representative. This Agreement will be binding on your successors and assigns, but you may not assign, transfer or sub-license any of your rights or obligations under this Agreement without our express prior written consent. This Agreement and all rights granted to us under this Agreement will inure to the benefit of and are intended to be enforceable by our successors and assigns. There are no third party beneficiaries to this Agreement except as expressly otherwise provided in this Agreement. No agency, partnership, joint venture, employment or franchise relationship is created or intended by this Agreement or your use of the Services. This Agreement was written in English, and to the extent that any translated version of this Agreement conflicts with the English version, the English version will control. The paragraph and section titles in this Agreement are for convenience only and have no legal or contractual effect.
We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millenium Copyright Act (“DMCA”), we will respond to notices of alleged copyright infringement that are properly provided to our designated Copyright Agent whose contact information is listed below. We reserve the right to remove or disable access to any Content on the Services claimed to be infringing at any time and in our sole discretion. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer.
Reporting a Claim. If you believe that Content on the Services has been used in a way that constitutes copyright infringement, please send a written notice to our Copyright Agent containing all of the following information:
Counter-Notices. If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing or that the use of such Content is authorized by the copyright owner, the copyright owner’s agent or the law, you may send a written counter-notice to our Copyright Agent containing all of the following information:
Next Steps. When our Copyright Agent receives a notice of claimed infringement, we may send a copy of the notice and the contact information of the person who sent us the notice to the provider of the allegedly infringing Content. When our Copyright Agent receives a counter-notice, we may send a copy of the counter-notice to the person who sent us the related notice of claimed infringement. Unless that person (or the copyright holder that she or he represents) then notifies us within 10 business days that she or he is filing a legal action related to the disputed Content, we may replace the disputed Content on the Services, but we will have no obligation to do so. By sending us a notice of claimed infringement or a counter-notice, you consent to this use of your personally identifying information.
Copyright Agent. Our designated Copyright Agent is: Art.sy, Inc., Attn: Copyright Agent, 401 Broadway, 25th Floor, New York, NY 10013, email: firstname.lastname@example.org, fax: +1 (347) 438-3329. You acknowledge that your notice or counter-notice may not be valid if it is not directed to our Copyright Agent or it does not contain all of the information specified above. To help us receive your notice or counter-notice in a timely manner, if possible, please send it to our Copyright Agent by email with subject line “DMCA Notice” or “DMCA Counter-Notice” as applicable.
Warning. Please note that the requirements in this section are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but they do not constitute legal advice. Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties. If you are not sure whether Content on the Services is actually infringing, it may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
When you use the Services or send us email, you are communicating with us electronically. You consent to receive communications from us electronically, and you agree that we may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we are not responsible for any automatic filtering that you or your network service provider may apply to any email notices that we send to the email address you have provided.
Last Modified: September 26, 2013