SELLER CONDITIONS OF SALE

Please note that the any seller’s conditions of sale that are listed below should be read in conjunction with Artsy’s Conditions of Sale. To view a seller’s conditions of sale, please click on the arrow next to the name of the sale.

Rago Auctions: 20 | 21 Art [September 15 - September 29]

In addition to Artsy’s Conditions of Sale, the Rago/Wright LLC Terms of Sale apply to all bidders that register and/or bid in Rago auctions.

Rago/Wright LLC Terms of Sale

Where there is an inconsistency between the Artsy Conditions of Sale and the Rago/Wright LLC Terms of Sale, the Rago/Wright LLC Terms of Sale prevail with the following amendments:

Paragraph 1.1 (Create Account) does not apply;

Paragraph 1.2 (Register to Bid) does not apply;

Paragraphs 2.1, 2.2, 2.3(Qualifying to Bid) do not apply;

Paragraph 10 (Absentee Bids) does not apply;

Paragraph 10.1 (Written Absentee Bids) does not apply;

Paragraph 10.2 (Telephone Bids and Contingency Bids) does not apply;

Paragraph 10.3 (Confirmation) does not apply;

Paragraph 10.4 (Phone Line and Agent) does not apply;

Paragraph 10.5 (Contingency Bids and Plus Bids) does not apply;

Paragraph 10.6 (Late Bids and Late Bid Changes) does not apply;

Paragraph 10.7 (Absentee Bidding Conditions) does not apply;

Paragraphs 10.8(a) and 10.8 (d) (Third Party Bidding Platforms) do not apply to the extent that Artsy does not “levy a fee” for its services nor does Artsy’s Conditions of Sale reference “additional charges and fees” for the execution of bids on its platform; and

Paragraphs 10.8(b) and 10.8(c) regarding absentee bids do not apply.

Svane Family Foundation: Benefit Auction 2021 [September 16 - September 30]

In addition to Artsy’s Conditions of Sale, the Svane Family Foundation: Benefit Auction 2021 Terms of Sale apply to all bidders that register and/or bid in Svane Family Foundation: Benefit Auction 2021 auctions. Please note that San Francisco sales tax applies to all works, and will automatically be applied to the purchase price based on each winning bidder’s registration address. If the Total Purchase Price is equal to or less than $50,000, upon auction close the buyer authorizes us to immediately charge the credit card provided to us during registration. If the Total Purchase Price is greater than $50,000, upon auction close the buyer will receive an invoice with the option to pay by credit card or wire transfer. If for any reason the buyer owes sales tax after the purchase price was collected, Artsy will charge the credit card provided to us during registration for that sales tax upon notice from the seller that sales tax is due. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due.

Hindman: Prints and Multiples [September 15 - September 29]

In addition to Artsy’s Conditions of Sale, Hindman LLC Conditions of Sale listed below apply to all bidders that register and/or bid in Hindman: Post War and Contemporary Art:

  • Hindman LLC Conditions of Sale
    Where there is an inconsistency between the Artsy Conditions of Sale and Hindman LLC Conditions of Sale, Hindman LLC Conditions of Sale will prevail with the following amendments:
  • The section titled Registering to Bid (Section B.) does not apply.
  • No Third-Party Platform Fee (Section D1) applies

Notes:

  • Please note payment is not accepted via credit card.
Hindman: Post War and Contemporary Art [September 14 - September 28]

In addition to Artsy’s Conditions of Sale, Hindman LLC Conditions of Sale listed below apply to all bidders that register and/or bid in Hindman: Post War and Contemporary Art:

  • Hindman LLC Conditions of Sale
    Where there is an inconsistency between the Artsy Conditions of Sale and Hindman LLC Conditions of Sale, Hindman LLC Conditions of Sale will prevail with the following amendments:
  • The section titled Registering to Bid (Section B.) does not apply.
  • No Third-Party Platform Fee (Section D1) applies

Notes:

  • Please note payment is not accepted via credit card.
San Francisco Camerawork: The Roof is on Fire - Benefit Auction 2021 [September 14 - September 28] In addition to Artsy’s Conditions of Sale, the San Francisco Camerawork: The Roof is on Fire - Benefit Auction 2021 Terms of Sale apply to all bidders that register and/or bid in San Francisco Camerawork: The Roof is on Fire - Benefit Auction 2021. Please note that CA sales tax applies to any work shipping to or being picked up in the state of CA, and will automatically be applied to the purchase price based on each winning bidder’s registration address. If the Total Purchase Price is equal to or less than $50,000, upon auction close the buyer authorizes us to immediately charge the credit card provided to us during registration. If the Total Purchase Price is greater than $50,000, upon auction close the buyer will receive an invoice with the option to pay by credit card or wire transfer. If for any reason the buyer owes sales tax after the purchase price was collected, Artsy will charge the credit card provided to us during registration for that sales tax upon notice from the seller that sales tax is due. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due.
Artsy x Forum Auctions: Post-War and Contemporary Art[September 16 - September 30]

Artsy’s Conditions of Sale are hereby amended as follows:

Section 15, Authorship Warranty: The warranty period, and all references thereto, is reduced from five (5) years to one (1) year.

Section 20, EU Cancellation Rights: The EU Buyer will be required to bear the cost of returning any lot to the seller. In addition, as Artsy is not the seller of any lot, where the EU Buyer has paid shipping charges directly to Artsy or a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract.

In addition to Artsy's Conditions of Sale, the following Supplemental Conditions apply to all bidders that register and/or bid in Artsy x Forum Auctions: Post-War and Contemporary Art: [September 16 - September 30]:

  1. Please note that sales tax will apply to any work shipping to or being picked up in the state where the Seller is located, and will automatically be included in the Total Purchase Price based on each winning bidder’s registration address. If the Total Purchase Price is equal to or less than $50,000, upon auction close the buyer authorizes us to immediately charge the credit card provided to us during registration. If the Total Purchase Price is greater than $50,000, upon auction close the buyer will receive an invoice with the option to pay by credit card or wire transfer. If for any reason the buyer owes sales tax after the purchase price was collected, Artsy will charge the credit card provided to us during registration for that sales tax upon notice from the seller that sales tax is due. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due.

  2. Where Artsy has collected shipping payment directly from the buyer, any and all claims for loss of or damage to the lot in transit must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Images documenting the claim for loss or damage must be provided to Artsy and all original packing material must be saved to support any required investigation of the claim for loss or damage. Artsy will submit such documentation to the insurance provider and communicate to the buyer any decision made by the insurance provider. If the insurance provider accepts the claim, Artsy will collect and remit to the buyer any funds due. Artsy is not responsible for negotiating with the insurance provider on the buyer’s behalf, and the buyer accepts that all decisions made by the insurance provider, as communicated to them by Artsy, are final and binding and cannot be appealed, challenged, or reversed.

  3. Any condition issues with the lot not relating to Paragraph 4 above must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Artsy may facilitate communication between the buyer and seller in connection with such dispute. Artsy has no further obligation to the seller or buyer to help resolve the dispute, however, in the event we elect in our sole discretion to provide intermediary services, we will attempt to help the buyer and seller resolve any dispute in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.

  4. Some lots may be eligible for flat rate shipping. If eligible, the flat rate shipping cost will be included on the lot listing page. The Collector is responsible for paying the amount listed on the lot page as part of the Total Purchase Price.

  5. Any pre-sale shipping estimate provided by Artsy is for informational purposes only. The Collector will remain responsible for paying the final shipping cost provided by the Seller or Artsy, as applicable. Artsy shall not be liable to the Collector or Seller for any difference between the pre-sale shipping estimate and the final shipping cost.

IMPORTANT NOTE: If the hammer price for your purchase(s) equals or exceeds 7,000 USD, you may be required to provide documentation of your identity in a form acceptable to us and any other documentation in order to complete the purchase. Should you fail to provide this documentation within a reasonable amount of time your purchase will be cancelled.


Digard Auction: Agence France-Presse, The Analogue Years [September 24 - October 3]
In addition to Artsy's Conditions of Sale, the Digard Auction Conditions of Sales listed below apply to all bidders that register and/or bid in the Digard Auction: Agence France-Presse, The Analogue Years.

Where there is an inconsistency between the Artsy Conditions of Sale and the Digard Auction Conditions of Sales, the Digard Auction Conditions of Sales will prevail with the following amendments:

  • Paragraph 2:
    • Any and all reference to registering to bid (including references to the requirements to register to bid) via any means other than Artsy are not applicable.
    • Any and all reference to bidding via any means other than Artsy are not applicable.
    • Reference to paying a deposit in order to bid is not applicable.
    • Digard Auction shall not have the right to refuse any bid made via Artsy.
  • Paragraph 3:
    • Collection of personal information after the sale does not apply.

Notes:

  • Payment may not be made by check on a non-French bank account.
  • The winning bidder of a lot must insure the lot immediately upon purchase (see paragraph 3 and paragraph 7)
Artsy x Tate Ward: Street and Pop Art Now [September 09 - September 23]

Artsy’s Conditions of Sale are hereby amended as follows:

Section 15, Authorship Warranty: The warranty period, and all references thereto, is reduced from five (5) years to one (1) year.

Section 20, EU Cancellation Rights: The EU Buyer will be required to bear the cost of returning any lot to the seller. In addition, as Artsy is not the seller of any lot, where the EU Buyer has paid shipping charges directly to Artsy or a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract.

In addition to Artsy's Conditions of Sale, the following Supplemental Conditions apply to all bidders that register and/or bid in Artsy x Tate Ward: Street and Pop Art Now]:[September 09 - September 23]:

  1. Please note that sales tax will apply to any work shipping to or being picked up in the state where the Seller is located, and will automatically be included in the Total Purchase Price based on each winning bidder’s registration address. If the Total Purchase Price is equal to or less than $50,000, upon auction close the buyer authorizes us to immediately charge the credit card provided to us during registration. If the Total Purchase Price is greater than $50,000, upon auction close the buyer will receive an invoice with the option to pay by credit card or wire transfer. If for any reason the buyer owes sales tax after the purchase price was collected, Artsy will charge the credit card provided to us during registration for that sales tax upon notice from the seller that sales tax is due. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due.

  2. Where Artsy has collected shipping payment directly from the buyer, any and all claims for loss of or damage to the lot in transit must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Images documenting the claim for loss or damage must be provided to Artsy and all original packing material must be saved to support any required investigation of the claim for loss or damage. Artsy will submit such documentation to the insurance provider and communicate to the buyer any decision made by the insurance provider. If the insurance provider accepts the claim, Artsy will collect and remit to the buyer any funds due. Artsy is not responsible for negotiating with the insurance provider on the buyer’s behalf, and the buyer accepts that all decisions made by the insurance provider, as communicated to them by Artsy, are final and binding and cannot be appealed, challenged, or reversed.

  3. Any condition issues with the lot not relating to Paragraph 4 above must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Artsy may facilitate communication between the buyer and seller in connection with such dispute. Artsy has no further obligation to the seller or buyer to help resolve the dispute, however, in the event we elect in our sole discretion to provide intermediary services, we will attempt to help the buyer and seller resolve any dispute in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.

  4. Some lots may be eligible for flat rate shipping. If eligible, the flat rate shipping cost will be included on the lot listing page. The Collector is responsible for paying the amount listed on the lot page as part of the Total Purchase Price.

  5. Any pre-sale shipping estimate provided by Artsy is for informational purposes only. The Collector will remain responsible for paying the final shipping cost provided by the Seller or Artsy, as applicable. Artsy shall not be liable to the Collector or Seller for any difference between the pre-sale shipping estimate and the final shipping cost.

IMPORTANT NOTE: If the hammer price for your purchase(s) equals or exceeds 7,000 USD, you may be required to provide documentation of your identity in a form acceptable to us and any other documentation in order to complete the purchase. Should you fail to provide this documentation within a reasonable amount of time your purchase will be cancelled.

Swann Auction Galleries: The Virginia Zabriskie Collection [September 7 - September 21] In addition to Artsy's Conditions of Sale, the Swann Galleries’ Conditions of Sale listed below apply to all bidders that register and/or bid in Swann Auction Galleries: The Virginia Zabriskie Collection.

Where there is an inconsistency between the Artsy Conditions of Sale and the Swann Galleries’ Conditions of Sale, the Swann Galleries’ Conditions of Sale will prevail with the following amendments:

  • Any reference to an additional buyer’s premium for online sales does not apply.
  • All references to registering for or bidding in the auction by any means other than via Artsy (including but not limited to via mail, written and telephone bids) do not apply.
  • Paragraph 8 (Bidding) and Paragraph 9 (Absentee Bids) do not apply.

Please note that Swann Galleries does not accept payments via credit card.

Forum Auctions: Late Summer Selection [September 7 - September 21] In addition to Artsy's Conditions of Sale, Forum Auctions’ “General Information for Buyers at Auction” and “Online Terms of Sale” apply to all bidders that register and/or bid in Forum Auctions’ [Forum Auctions: Late Summer Selection] sale.

Where there is an inconsistency between the Artsy Conditions of Sale and Forum Auctions' "General Information for Buyers at Auction” or “Online Terms of Sale", the Forum Auctions' "General Information for Buyers at Auction” or “Online Terms of Sale” will apply with the following amendments:

  • Sections 8, 9, and 10 of Forum Auctions’ “General Information for Buyers at Auction” do not apply.
  • Section 2 of the Forum Auctions “Online Terms of Sale” does not apply.
  • Section 3.1 of the Forum Auctions London's “Online Terms of Sale” does not apply.
  • Sections 3.5 to 3.7 of the Forum Auctions’ “Online Terms of Sale” does not apply.
  • Section 9.1.6. of the Forum Auctions London's “Online Terms of Sale” does not apply.
  • For further information regarding lot specific stipulations, and VAT and other tax information applicable to potential buyers, refer to Forum Auctions’ “Terms of Sale."
Freeman's: Art and Design[September 1 - September 15]

In addition to Artsy’s Conditions of Sale, Freeman’s Terms & Conditions and its Buying at Auction guide (“Freeman’s Terms”) apply to all bidders that register for and/or bid in Freeman’s:Art and Design

In the event of any discrepancy between Artsy's Conditions of Sale and Freeman’s Terms, Freeman’s Terms shall govern with the following exceptions.

From Freeman’s Terms & Conditions:

  • Paragraph 12, pre-sale bids, does not apply.

From Freeman’s Buying at Auction:

  • Any reference to registering to bid in any way other than via Artsy does not apply.

  • Any reference to bidding in an auction in any way other than via Artsy does not apply.


John Moran Auctioneers: Summer Modern & Contemporary [August 31 - September 14] In addition to Artsy's Conditions of Sale, the John Moran Auctioneers Conditions of Sale listed below apply to all bidders that register and/or bid in the John Moran Auctioneers Auction: Summer Modern & Contemporary.

John Moran Auctioneers Conditions of Sale

Where there is an inconsistency between the Artsy Conditions of Sale and the John Moran Auctioneers Conditions of Sale, the John Moran Auctioneers Conditions of Sale will prevail with the following amendments:
All references to registration for the auction via means other than Artsy do not apply; and
All references to bidding in the auction via means other than Artsy do not apply.

Important Notes:
Payment by credit card is subject to an additional 3.5% fee.
Buyers outside of the United States must pay by wire transfer; credit card payments are not accepted.
If John Moran Auctioneers arranges for third party shipping services, they reserve the right to charge the buyer 15% of the shipping fee as an administrative charge.

Artsy x Poly Auction: Post-War and Contemporary Masters [September 2 - September 16]

Artsy’s Conditions of Sale are hereby amended as follows:

Section 15, Authorship Warranty: The warranty period, and all references thereto, is reduced from five (5) years to one (1) year.

Section 20, EU Cancellation Rights: The EU Buyer will be required to bear the cost of returning any lot to the seller. In addition, as Artsy is not the seller of any lot, where the EU Buyer has paid shipping charges directly to Artsy or a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract.

In addition to Artsy's Conditions of Sale, the following Supplemental Conditions apply to all bidders that register and/or bid in Artsy x Poly Auction: Post-War and Contemporary Masters: [September 2 - September 16]:

  1. Please note that sales tax will apply to any work shipping to or being picked up in the state where the Seller is located, and will automatically be included in the Total Purchase Price based on each winning bidder’s registration address. If the Total Purchase Price is equal to or less than $50,000, upon auction close the buyer authorizes us to immediately charge the credit card provided to us during registration. If the Total Purchase Price is greater than $50,000, upon auction close the buyer will receive an invoice with the option to pay by credit card or wire transfer. If for any reason the buyer owes sales tax after the purchase price was collected, Artsy will charge the credit card provided to us during registration for that sales tax upon notice from the seller that sales tax is due. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due.

  2. Where Artsy has collected shipping payment directly from the buyer, any and all claims for loss of or damage to the lot in transit must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Images documenting the claim for loss or damage must be provided to Artsy and all original packing material must be saved to support any required investigation of the claim for loss or damage. Artsy will submit such documentation to the insurance provider and communicate to the buyer any decision made by the insurance provider. If the insurance provider accepts the claim, Artsy will collect and remit to the buyer any funds due. Artsy is not responsible for negotiating with the insurance provider on the buyer’s behalf, and the buyer accepts that all decisions made by the insurance provider, as communicated to them by Artsy, are final and binding and cannot be appealed, challenged, or reversed.

  3. Any condition issues with the lot not relating to Paragraph 4 above must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Artsy may facilitate communication between the buyer and seller in connection with such dispute. Artsy has no further obligation to the seller or buyer to help resolve the dispute, however, in the event we elect in our sole discretion to provide intermediary services, we will attempt to help the buyer and seller resolve any dispute in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.

  4. Some lots may be eligible for flat rate shipping. If eligible, the flat rate shipping cost will be included on the lot listing page. The Collector is responsible for paying the amount listed on the lot page as part of the Total Purchase Price.

  5. Any pre-sale shipping estimate provided by Artsy is for informational purposes only. The Collector will remain responsible for paying the final shipping cost provided by the Seller or Artsy, as applicable. Artsy shall not be liable to the Collector or Seller for any difference between the pre-sale shipping estimate and the final shipping cost.

IMPORTANT NOTE: If the hammer price for your purchase(s) equals or exceeds 7,000 USD, you may be required to provide documentation of your identity in a form acceptable to us and any other documentation in order to complete the purchase. Should you fail to provide this documentation within a reasonable amount of time your purchase will be cancelled.

Heritage: Prints and Multiples [September 1 - September 15], Heritage: Contemporary Art Within Reach [September 2 - September 16]

In addition to Artsy's Conditions of Sale, Heritage Auctions' "Terms and Conditions of Auction" and "Additional Terms & Conditions: Fine & Decorative Arts Auctions" apply to all bidders that register and/or bid in Heritage: Urban Art, Heritage: 1xRUN The Anniversary Auction, Heritage: Prints and Multiples, and Heritage: Contemporary Art Within Reach

When there is an inconsistency between the Artsy Conditions of Sale and Heritage Auctions' "Terms and Conditions of Auction", Heritage Auctions' "Terms and Conditions of Auction" will prevail with the following amendments:

Sections 3, 5, 7, 8-12, 13-16 of Heritage Auctions' "Terms and Conditions of Auction" do not apply.

Notes:

  • Please note payment by credit card is subject to an additional 2.5% fee.

Bonhams: Prints and Multiples (London, Knightsbridge) [September 10 - September 22] In addition to Artsy's Conditions of Sale, the Bonhams Brooks PS&N Limited (“Bonhams”) Conditions of Sale listed below apply to all bidders that register and/or bid in the Prints and Multiples (London, Knightsbridge) sale:

Where there is an inconsistency between the Artsy Conditions of Sale and the Bonhams Conditions of Sales, the Bonhams Conditions of Sales will prevail with the following amendments:

  • Section 5 - Bidding: Any reference to collecting information prior to bidding does not apply (but see IMPORTANT NOTE below). Any reference to bidding in person, by telephone, by post or fax, or via the internet does not apply.
  • IMPORTANT NOTE: If you are the winning bidder, before being allowed to complete your purchase, you will be required to provide Bonhams with government-issued proof of identity and residence, and if you are a company, your certificate of incorporation or equivalent documentation with your name and registered address, government issued proof of your current address, documentary proof of your beneficial owners and directors, and proof of authority to transact. Bonhams reserves the right at their discretion to request further information in order to complete their client identification.

Notes:

  • Please note if you are a first-time Bonhams purchaser, Bonhams is not able to accept credit card payment

  • Returning Bonhams clients, the maximum Bonhams can accept per auction by credit card is £5,000


Bonhams: Post-War & Contemporary Art X Made in California [September 1 - September 15]; Bonhams: Prints & Multiples (Los Angeles) [September 14 - September 28]; Bonhams: Wrap It Up: The Legacy of Christo & Jeanne-Claude [September 16 - September 30]

In addition to Artsy's Conditions of Sale, the Bonhams Brooks PS&N Limited (“Bonhams”) Conditions of Sale listed below apply to all bidders that register and/or bid in the Post-War & Contemporary Art X Made in California sale, the Prints & Multiples sale, and the Wrap It Up: The Legacy of Christo & Jeanne-Claude sale:

Where there is an inconsistency between the Artsy Conditions of Sale and the Bonhams Conditions of Sales, the Bonhams Conditions of Sales will prevail with the following amendments:

  • Any reference to collecting information prior to bidding does not apply (but see IMPORTANT NOTE below). Any reference to bidding in person, by telephone, by post or fax, or via the internet does not apply.
  • IMPORTANT NOTE: If you are the winning bidder, before being allowed to complete your purchase, you will be required to provide Bonhams with government-issued proof of identity and residence, and if you are a company, your certificate of incorporation or equivalent documentation with your name and registered address, government issued proof of your current address, documentary proof of your beneficial owners and directors, and proof of authority to transact. Bonhams reserves the right at their discretion to request further information in order to complete their client identification.

Notes:

  • Please note if you are a first-time Bonhams purchaser, Bonhams is not able to accept credit card payment
  • Returning Bonhams clients, the maximum Bonhams can accept per auction by credit card is 25,000 USD.

Rago: Post-War and Contemporary [September 3 - September 17]

In addition to Artsy’s Conditions of Sale, the Rago/Wright LLC Terms of Sale apply to all bidders that register and/or bid in Rago auctions.

Rago/Wright LLC Terms of Sale

Where there is an inconsistency between the Artsy Conditions of Sale and the Rago/Wright LLC Terms of Sale, the Rago/Wright LLC Terms of Sale prevail with the following amendments:

Paragraph 1.1 (Create Account) does not apply;

Paragraph 1.2 (Register to Bid) does not apply;

Paragraphs 2.1, 2.2, 2.3(Qualifying to Bid) do not apply;

Paragraph 10 (Absentee Bids) does not apply;

Paragraph 10.1 (Written Absentee Bids) does not apply;

Paragraph 10.2 (Telephone Bids and Contingency Bids) does not apply;

Paragraph 10.3 (Confirmation) does not apply;

Paragraph 10.4 (Phone Line and Agent) does not apply;

Paragraph 10.5 (Contingency Bids and Plus Bids) does not apply;

Paragraph 10.6 (Late Bids and Late Bid Changes) does not apply;

Paragraph 10.7 (Absentee Bidding Conditions) does not apply;

Paragraphs 10.8(a) and 10.8 (d) (Third Party Bidding Platforms) do not apply to the extent that Artsy does not “levy a fee” for its services nor does Artsy’s Conditions of Sale reference “additional charges and fees” for the execution of bids on its platform; and

Paragraphs 10.8(b) and 10.8(c) regarding absentee bids do not apply.



Please note that the below conditions of sale should be read in conjunction with Artsy's. To view the additional conditions of sale, please click on the arrow below.
Artsy x Capsule Auctions: Buy Now and Make Offer

In addition to Artsy's Conditions of Sale, the Capsule Gallery’s (“Capsule”) Terms and Conditions of Sale listed below apply to all buyers that purchase property via Buy Now or Make Offer from Artsy x Capsule Auctions.

Capsule’s Terms and Conditions of Sale

In addition to Artsy's Conditions of Sale, the following Supplemental Conditions apply to all buyers that purchase property in Artsy x Capsule Auctions.

  1. Listing descriptions and condition reports may make reference to particular imperfections of a lot, but prospective buyers should note that lots may have other faults not expressly referred to in the listing or condition report. All dimensions are approximate. Illustrations are for identification purposes only and cannot be used as precise indications of size or to convey full information as to the actual condition of lots. Upon request, additional condition reports may be furnished to prospective buyers at their own cost and expense.

  2. Information provided to prospective buyers in respect of any lot, and information in any listing, condition or other report, commentary or valuation, is not a representation of fact but rather a statement of opinion held by Artsy based solely upon information provided to us by the seller.

  3. Note that VAT will not apply to your purchase. In the event of a conflict between this Paragraph and the artwork page, this Paragraph shall control.

  4. Please allow approximately 3-5 weeks for shipment after you have paid the Total Purchase Price. Shipping timelines are dependent upon the availability of the seller to release the purchased property and are subject to change.

  5. Where Artsy has collected shipping payment directly from the buyer, any and all claims for loss of or damage to the lot in transit must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Images documenting the claim for loss or damage must be provided to Artsy and all original packing material must be saved to support any required investigation of the claim for loss or damage. Artsy will submit such documentation to the insurance provider and communicate to the buyer any decision made by the insurance provider. If the insurance provider accepts the claim, Artsy will collect and remit to the buyer any funds due. Artsy is not responsible for negotiating with the insurance provider on the buyer’s behalf, and the buyer accepts that all decisions made by the insurance provider, as communicated to them by Artsy, are final and binding and cannot be appealed, challenged, or reversed.

  6. Any condition issues with the lot not relating to Paragraph 3 above must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Artsy may facilitate communication between the buyer and seller in connection with such dispute. Artsy has no further obligation to the seller or buyer to help resolve the dispute, however, in the event we elect in our sole discretion to provide intermediary services, we will attempt to help the buyer and seller resolve any dispute in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.

  7. (a) Without prejudice to any rights the seller may have, if the buyer without prior agreement fails to pay the Total Purchase Price by the Payment Deadline, Artsy may in our sole discretion exercise one or more of the following remedies: (i) cancel the sale of the lot, retaining any partial payment of the Purchase Price as liquidated damages; (ii) reject future bids or purchases from the buyer or render such bids or purchases subject to payment of a deposit; (iii) charge interest at 15% per annum from the date payment became due until the date the Total Purchase Price is received in cleared funds; (iv) resell the lot by auction, Buy Now/Make Offer, or private sale, with estimates and a reserve set at Artsy’s reasonable discretion, it being understood that in the event such resale is for less than the original purchase price for that lot, the buyer will remain liable for the shortfall together with all costs incurred in such resale; (v) commence legal proceedings to recover the purchase price, together with interest and the costs of such proceedings; (vii) set off the outstanding amount remaining unpaid by the buyer against any amounts which we or any of our affiliated companies may owe the buyer in any other transactions; (viii) release the name and address of the buyer to the seller to enable the seller to commence legal proceedings to recover the amounts due and legal costs or (ix) take such other action as we deem necessary or appropriate.

(b) As security to us for full payment by the buyer of all outstanding amounts due to Artsy and our affiliated companies, Artsy retains, and the buyer grants to us, a security interest in each lot purchased by the buyer and in any other property or money of the buyer in, or coming into, our possession or the possession of one of our affiliated companies. We may apply such money or deal with such property as the Uniform Commercial Code or other applicable law permits a secured creditor to do. In the event that we exercise a lien over property in our possession because the buyer is in default to one of our affiliated companies, we will so notify the buyer. Our security interest in any individual lot will terminate upon actual delivery of the lot to the buyer or the buyer’s agent.

(c) In the event the buyer is in default of payment to any of our affiliated companies, the buyer also irrevocably authorizes Artsy to pledge the buyer’s property in our possession by actual or constructive delivery to our affiliated company as security for the payment of any outstanding amount due. Artsy will notify the buyer if the buyer’s property has been delivered to an affiliated company by way of pledge.

  1. Artsy shall have the right, but not the obligation, to rescind a sale without notice to the buyer if we reasonably believe that there is a material breach of the seller’s representations and warranties or an adverse claim is made by a third party. Upon notice of Artsy’s election to rescind the sale, the buyer will promptly return the lot to Artsy, and we will then refund the Total Purchase Price paid to us. As more fully set forth in Section 15 of the Conditions of Sale, the refund shall constitute the sole remedy and recourse of the buyer against Artsy and the seller with respect to such rescinded sale.

Where there is an inconsistency between the Artsy Conditions of Sale (together with the Supplemental Conditions) and the Capsule Conditions of Sales, the Artsy Conditions of Sales will prevail with the following amendments:

Section 15, Authorship Warranty: The warranty period, and all references thereto, is reduced from five (5) years to one (1) year.

Section 20, EU Cancellation Rights: The EU Buyer will be required to bear the cost of returning any lot to the seller. In addition, as Artsy is not the seller of any lot, where the EU Buyer has paid shipping charges directly to Artsy or a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract.

IMPORTANT NOTE: If the purchase price of your item(s) equals or exceeds 7,000 USD, you may be required to provide documentation of your identity in a form acceptable to us and any other documentation in order to complete the purchase. Should you fail to provide this documentation within a reasonable amount of time your purchase will be cancelled.


ARTSY CONDITIONS OF SALE

Last Updated: May 17, 2021

These Conditions of Sale (“Conditions”) describe the terms and conditions that govern the relationship between Art.sy, Inc. d/b/a Artsy (“Artsy” or “we” or “our” or “us”) and the buyers, prospective buyers, bidders, sellers and prospective sellers that use the Artsy website, applications (including iOS and Android), products, and services to buy, bid on, inquire about, list, market, offer for sale, or sell any property (collectively, the “Services”). Such buyers, prospective buyers and bidders are hereinafter referred to as “Collectors,” such sellers and prospective sellers are hereinafter referred to as “Sellers,” and such Collectors and Sellers are hereinafter referred to as “you” or “your.” By using any of the Services to buy, bid on, inquire about, list, market, offer for sale, or sell any property, you agree to be bound by these Conditions. If you are using the Services on behalf of a company, organization or other legal entity, you represent and warrant that you are authorized to bind that entity to these Conditions, in which case the terms “you” and “your” in these Conditions will refer to that entity. In these Conditions, “on the Services” means on the Artsy website and/or on any Artsy application that you may use, as applicable. By using the Services in any manner, you also accept our Terms of Use, which governs your access to and use of the Services more generally, and our Privacy Policy, which describes our practices for the collection and use of your personal information, each of which (the Terms of Use and Privacy Policy) are hereby incorporated in these Conditions by reference. Your use of certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms“), which are hereby incorporated herein by reference, and you understand and agree that by using any such Services, you agree to also comply with these Additional Terms.  In the event of any conflict between these Conditions and our Terms of Use in relation to the Services, these Conditions shall control to the extent of the conflict.

Please read these Conditions carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Conditions include information about future changes to these Conditions and limitations of liability. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. Please feel free to contact us if you have any questions.

1. BASIC CONDITIONS

The Services include an online marketplace and tools to buy, bid on, inquire about, list, market, offer for sale, and sell artwork and other property. All property is offered for sale and sold directly from the Seller to the Collector, and we are not a party to any sale, except as expressly stated in section 8 (Artsy Sales) below. We may facilitate communication, payment, shipping, or other services between Collectors and Sellers in connection with some property. However, we are not the agent of any Collector or Seller for any purpose. Unless we agree otherwise in writing, all property will be listed, marketed, offered and sold under the Seller’s name. Seller agrees that we may use Seller’s name in connection with the listing, marketing, offer and sale of any and all items by you on and in connection with the Services, and to inform others of the sellers that use the Services. You are responsible for providing all equipment (such as computers or mobile devices), Internet and telecommunication service necessary to use the Services and/or to communicate with us, at your own cost. You are responsible for all of your own expenses in connection with these Conditions and your use of the Services as a Seller or Collector.

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.

2. ADDITIONAL PROPERTY TERMS

Sellers that use the Services are separate businesses from Artsy and may have their own additional terms and conditions that apply to the property they offer for sale. Such terms and conditions may be posted in such property’s listing on the Services, in the Seller Conditions of Sale, or otherwise made available on the Services in connection with such property (the “Seller Conditions”), and Collectors are responsible for reviewing all relevant information available on the Services before buying or bidding on any property. If these Conditions conflict with any Seller Conditions, the Seller Conditions will govern to the extent the conflict relates to the Seller, including without limitation the Seller’s rights, protections or obligations, and these Conditions will govern to the extent the conflict relates to Artsy, including without limitation Artsy’s rights, protections or obligations. For the sake of clarity, in no event will any Seller Conditions constitute any representation, warranty, or assumption of liability of any kind by us.

3. LISTINGS

Listing Descriptions. Sellers are solely responsible for: (i) accurately describing, and must accurately describe, property on the Services and (ii) all images, information and other material that Sellers submit, upload, post, publish or otherwise make available or accessible on or in connection with the Services. Information provided by Artsy to Collectors in respect of any lot, including any pre-sale estimate, whether written or oral, and information in any listing, condition or other report, commentary or valuation, is not a representation of fact but rather a statement of belief held by Artsy based solely upon information provided to us by the Seller. Artsy may revise pre-sale estimates from time to time in our absolute discretion. Listing descriptions and condition reports may make reference to particular imperfections of a lot, but Collectors should note that lots may have other faults not expressly referred to in the listing or condition report. All dimensions are approximate. Illustrations are for identification purposes only and cannot be used as precise indications of size or to convey full information as to the actual condition of lots. Upon request, additional condition reports may be furnished by Sellers to Collectors at their own cost and expense.

Artist Information. The Services may include features and settings that enable Sellers to provide information with respect to artists, designers or other makers (each, an “Artist”) that created property listed or offered for sale by you and/or Artists with whom you otherwise have an affiliation or relationship. You agree that all information you provide with respect to each Artist will be true and accurate, that you will not misrepresent your affiliation or relationship with any Artist on or in connection with the Services, and that you will update all such information and settings on the Services as necessary to keep them accurate and current. In addition to any information you may provide about an Artist, we reserve the right to publish information about Artists that are created and edited by us at our sole discretion.

Corrections. Artsy reserves the right, but has no obligation, to modify Seller listings and Artist information, for example, in order to correct any inaccuracies.

Seller Information. Sellers agree that the contact information they provide to us may be posted as part of their listings on the Services and as part of their online profile on the Services, subject to their privacy settings on the Services as provided by us.

4. REGISTRATION

In order to use the Services, You are required to create an Artsy account and complete all required forms and provide all required information, which may include but is not limited to accurate contact information (including permanent business address and warehouse address, if applicable), tax or VAT number, financial and/or payment information. We may also require you to provide documentation of your identity, bank or other financial references, and other qualifying information at any time. Should you fail to provide this documentation or information upon our request within a reasonable amount of time before, during, or after a related sale, we may cancel the sale and will have no liability to the Collector or the Seller for doing so. You agree to update all such information as necessary to keep it accurate and current. You must not use any name that you are not legally authorized to use in connection with your account or use of the Services. You agree that you will maintain the confidentiality of your password and will not assign, rent, sell, lease, sub-license, or otherwise transfer your account to any third party. You agree that you are responsible for any and all activity that occurs under or through your account or password. We reserve the right to change your password, require you to change your password or require additional information to verify your identity before allowing you to access or use any or all of the Services, at any time at our sole discretion, for any reason, including, but not limited to, if we believe such action is necessary to maintain the security of your account or the Services. You agree to notify us immediately in writing if you suspect or become aware of any unauthorized access to or use of your account or password or other breach of security on the Services.

We may require Collectors to deposit a portion of any bid or offer that you place, in which case, if you are not the winning bidder or if the sale is not finalized, as applicable, your deposit will be refunded to you, and if you are the winning bidder or buyer, your deposit may be used to offset the appropriate portion of the purchase price. We may execute a $0.01 authorization or temporary charge on your credit card to verify that your credit card is valid and active. This amount will be returned once your card is verified. We may, but are not obligated to, impose transaction limits on Collectors at any time, at our sole discretion. We will not be liable to you (or Seller) if we permit any Seller to cancel an order because an authorization or charge on your credit card is unsuccessful.

You authorize us to obtain credit reports in order to approve you for use of our transaction-related Services. In order to use our Online Purchase (as defined below) feature, you will be required to open an account with a third party payment processor as chosen by us (“Payment Processor”). We do not guarantee that you will be able to register with or use any services of any Payment Processor, and we will not be liable or responsible for any loss of or inability to do business with any Payment Processor or other damage or loss of any kind resulting directly or indirectly from your relationship or other interactions with any Payment Processor, including without limitation: (i) any inability to register with or use any services of any Payment Processor; (ii) any policy, act or omission of any Payment Processor; or (iii) any failure by any Payment Processor to accept any payment by credit card or other means or any failure by any Payment Processor to remit funds to sellers by electronic transfer in connection with any transaction. Seller agrees to (a) defend Artsy against any claim by any Payment Processor in relation to Seller’s relationship or other interactions with such Payment Processor and (b) indemnify Artsy for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of such claim. We will not be liable to you (or Collector) if we permit any Collector to cancel an order because any Payment Processor’s services become unavailable after the Collector initiates the transaction. We are able only to allow those Collectors who have either a US, UK, or EU bank account to register with our Payment Processor.

5. INQUIRIES

The Services may include features that enable Collectors to contact us or the Seller regarding property listed on the Services (“Inquiry”). We and the Seller will have no obligation to accept or respond to any Inquiry and no liability for any delay or failure to do so. At our discretion, Artsy may inform any Collector who inquires about any property of its price information and other information available to us about such property and/or other properties as we deem relevant to the Inquiry, whether or not such information is posted on the Services. We may administer each Inquiry that we receive at our sole discretion and may inform anyone who inquiries about a property of its price information and other information available to us about such property and/or other properties as we deem relevant to the Inquiry, whether or not such information is posted on the Services. Any Inquiry order submitted outside of the Services will be completed directly between the Collector and Seller, and Artsy shall have no liability for such offline transaction and for the avoidance of doubt, Artsy’s Buyer and Seller Guarantees shall not apply. Notwithstanding the foregoing, if you submit an offer through Inquiry by using the “Submit Offer”, “Make Offer”, or similar or equivalent button, or if we agree to collect any payment on the Services from any Collector on behalf of a Seller in connection with the Inquiry despite our having no obligation to do so, each of such activities will be considered an Online Purchase subject to the Online Purchase terms and other terms contained in these Conditions.

Sellers may receive or otherwise obtain Collector names, email addresses, postal addresses, or other information when a Collector makes an Inquiry or purchases an property from you, or otherwise in connection with your use of the Services (collectively, “User Information”), however we are under no obligation to provide such information to you if requested. You agree to use User Information only for purposes related to User Inquiries or transactions, and not for unsolicited marketing emails or other unsolicited communications, except if a User has given you their express consent to use their User Information for such purposes.

6. ONLINE PURCHASES

Features. Some property on the Services may be available to order using the online purchase feature (“Buy Now”), make an offer feature (“Make Offer”), or inquiry offer feature (“Inquiry Offer”) (each of Buy Now, Make Offer and Inquiry Offer, an “Online Purchase”). Online Purchases are binding on the Collector and Seller. Collectors and Sellers are required to complete the Online Purchase transaction subject to these Conditions. Where available, the Buy Now feature will be indicated on the Services with a “Buy Now” or comparable button. For some items, the Make Offer feature may also be available, indicated on the Services with a “Make Offer” or comparable button. In these cases, the Collector may be able to place an offer for such items using the feature, and the Seller may choose to accept the offer or respond with a counteroffer. Where available, the Collector may be able to place an offer using Inquiry Offer for such items using the feature, and the Seller may choose to accept the offer or respond with a counteroffer. The property will not be removed from a Seller’s inventory until such time as a Seller accepts the Buy Now, Make Offer, or Inquiry Offer. We may designate some property as sold or not for sale on the Services immediately when we become aware that it is the subject of an Online Purchase, whether or not such Online Purchase transaction is still pending. All Online Purchase transactions will be conducted in the currency designated by us.

Buyer’s Responsibility. Each Collector that places an order using “Buy Now” or makes an offer using “Make Offer” or “Inquiry Offer” is required to complete the transaction if they hit the “Buy Now” button, if their offer which they made using the “Make Offer” function is accepted, or if their offer which they made using the “Inquiry Offer” function (and which contains all the material terms of the offer (e.g., shipping costs related to the work)) is accepted. When a Collector purchases property or makes an offer on any item, the Collector is accepting personal liability for the Total Purchase Price (defined below). Certain Buyer Guarantees and Seller Guarantees may apply to certain Online Purchase transactions if this is noted in connection with the applicable transaction (on a related web page). In this case, such Buyer Guarantees are hereby incorporated in these Conditions by reference. For the avoidance of doubt, Buyer Guarantees are not offered for transactions outside of “Buy Now,” “Make Offer,” and “Inquiry Offer” transactions and the application and resolution of any Buyer Guarantee or Seller Guarantee is subject to section 20 (Dispute Resolution) below.

Inquiries. The Seller will have no obligation to accept any Make Offer or Inquiry Offer, and we and the Seller will have no liability for any delay or failure to do so.

All Offers and Sales are Final. Please note that all offers, counteroffers and sales are final once submitted and may not be cancelled or modified by the Collector or Seller. Certain Seller Guarantees [link] apply to certain “Buy Now,” “Make Offer,” or “Inquiry Offer” transactions if this is noted in connection with the applicable transaction (on a related web page). In this case, such Seller Guarantees are hereby incorporated in these Conditions by reference. For the avoidance of doubt, Seller Guarantees are not offered for transactions outside of “Buy Now,” “Make Offer,” and “Inquiry Offer” transactions.

Offline Sales. You agree that any sales initiated via Buy Now, Make Offer, or Inquiry Offer must be finalized through this feature and processed by Artsy, and such Online Purchase may not be taken offline. Should we discover that a sale has been completed outside of our Services, we reserve the right to charge the Collector and Seller a commission on that sale. Furthermore, if an Online Purchase is completed outside of our Services, the protections afforded by these Conditions and our Artsy Buyer Guarantees and Seller Guarantees will not be available to either Seller or Collector.

Property Verification. Artsy reserves the right to review any property before allowing the Seller to proceed with the sale.

In Auction Sales. For some property, the Online Purchase feature may be available in addition to competitive auction bidding, in which case the Online Purchase feature will be available until the current bid for such property meets or exceeds the starting bid, or, if such property has a Reserve (see section 7 (Auction Sales) below), until the current bid for such property meets or exceeds the Reserve. If such property is ordered using the Online Purchase feature, it will be withdrawn from the auction pending completion of the Online Purchase sale.

7. AUCTION SALES

Automatic Bidding. Our online bidding system is an automatic bidding system. When Collectors place a bid on the Services, you enter the maximum amount that you are willing to pay for the item (your “Maximum Bid”). The amount you enter can be the next minimum bid indicated on the Services or any greater amount. When you enter your Maximum Bid, the system will automatically place a bid for you at the amount of the next minimum bid, according to our automatic bidding increments. As the auction continues, the system will continue to bid automatically for you by increments, up to your Maximum Bid, only as much as necessary to maintain your position as the highest bidder. We may modify, add or remove bidding increments at our sole discretion at any time before, during or after any auction.

Bidder’s Responsibility. Each Collector that places a bid is required to complete the transaction if they place the winning bid (or their bid is otherwise accepted), as a bid is a legally binding commitment to purchase the item if the Collector is the winning bidder. When you place a bid on any item, you are accepting personal liability for the purchase price, any applicable taxes, any and all shipping and packing costs, and all other applicable charges.

Our Discretion. We reserve the right, at our absolute discretion, to: (i) reject or revoke your permission to bid at any time before, during or after any auction; (ii) reject, revoke or refuse to accept any bid at any time before, during or after any auction (even bids that have been previously confirmed, whether on the Services, by email, text message or otherwise); (iii) determine bidding increments and otherwise advance bidding on the Services at any time in any manner we may decide; and (iv) restart or continue bidding during or after any auction conducted on the Services.

All Bids are Final. Please note that all bids are final once submitted and may not be cancelled or modified by you, except with our express written consent under circumstances that we consider appropriate at our sole discretion.

Reserves. Some items in an auction may be offered for sale subject to a reserve price (“Reserve”), as indicated on the Services, which is the confidential minimum price below which the item will not be sold. An item’s Reserve will not exceed its low pre-sale estimate, if applicable. When you bid on an item with a Reserve, if your Maximum Bid meets or exceeds the Reserve, the system will automatically increase your bid to meet the Reserve, according to our automatic bidding increments. We may implement the Reserve for any item by opening bidding on behalf of the Seller, and may continue to bid on behalf of the Collector up to the amount of the Reserve, by placing consecutive or successive bids or bids in response to other bidders.

Buyer’s Premium. Some items in an auction may be offered for sale subject to a buyer’s premium, as indicated on the Services, which is an additional charge the buyer is required to pay, calculated as a percentage of the item’s final hammer price. If an item is subject to a buyer’s premium, this will be indicated on the Services, along with the rate of the buyer’s premium, and the winning bidder will be required to pay the buyer’s premium, plus any applicable taxes, in addition to the final hammer price.

Countdown Clock and Closing. We may display a countdown clock on the Services in connection with some auctions. This is provided for general informational use only and does not constitute any warranty as to the closing time of any item. If you are interested in an item, you should refer to its individual listing on the Services to see if bidding has closed and should not rely on the countdown clock. If a bid is placed on an item during the last five minutes before its original closing time, we will have the right at our sole discretion, but no obligation, to extend bidding for such item for an additional five minutes after the original closing time, and may continue to extend bidding for such item until five minutes pass without any bids being placed. The extension of one item’s closing time will not affect the closing time of any other item. You may need to refresh or reload the bidding page on the Services to see if bidding for an item has closed.

Offline Auctions. Some property available for bidding on the Services may be offered for sale in an auction conducted offline (“Offline Auction”) by a party other than us (“Offline Auctioneer”). In such cases, we may collect bids on such property through the Services before the Offline Auction, and may transfer those bids to the Offline Auctioneer to execute against other bidders in the Offline Auction. Bidding for such property on the Services will close the day before the Offline Auction or at such other time as indicated on the Services. The Offline Auctioneer may have different bidding increments than us, and you agree that (as applicable) your Maximum Bid may be executed in the Offline Auction according to the Offline Auctioneer’s bidding increments without further notice to you, up to the amount of your Maximum Bid. In any case, the Offline Auctioneer reserves the right to reject any bid at any time at its absolute discretion, and we and the Offline Auctioneer will have no liability whatsoever for any such rejection. After the Offline Auction, the Offline Auctioneer will contact winning bidders directly to collect payment, arrange for delivery or pickup of purchased property, and conduct any other applicable post-sale activities, and we will have no responsibility to such bidders in these regards unless we expressly indicate otherwise. For example, we may sometimes accept payment from winning bidders on behalf of the Offline Auctioneer, in which case we will notify such bidders directly that we are doing so.

Absentee Bidding. We may offer absentee bidding Services in connection with some auctions, whereby we may collect bids via telephone, email and/or written forms (“Absentee Bidding Services”). All bids placed via Absentee Bidding Services are subject to our discretion and (with respect to Offline Auctions) the discretion of the Offline Auctioneer, as stated above in these Conditions. We offer Absentee Bidding Services for convenience only and do not guarantee or represent that they will be available at any time. We may refuse Absentee Bidding Services to any person at any time (even during an auction) at our sole discretion, and we will have no liability for any failure or refusal to provide Absentee Bidding Services under any circumstances. Bidders are responsible for their own expenses in connection with Absentee Bidding Services, including but not limited to any computer and telephone equipment and network provider costs, as applicable.

Live Auction Integration (“LAI”). As part of the Services, and with respect to certain auctions, we may provide users of the Services the ability to access and bid online in a live auction undertaken by a third-party. All bids placed through the Services are subject to these Conditions, wherever the Services are accessed. Furthermore, any bids made in any applicable auctions with LAI functionality placed through LAI are subject to this section and any applicable conditions of sale identified by the live auction third-party; regarding the placing of bids using LAI, if there is any inconsistency between the terms in this section and other section of the Conditions, this section shall prevail.

LAI bidding activity may be recorded. We may provide a deadline for you to register for LAI prior to an applicable auction, and your registration may be subject to the review, vetting and approval of us or the live auction third-party. You acknowledge that your registration for the applicable auction is not guaranteed, and you may not be permitted to participate in the auction in the sole and absolute discretion of us or the live auction third-party.

LAI is provided as an alternative bidding service and should not be considered a replacement for bidding in the live auction room. You are responsible for making yourself aware of all sale room notices and announcements for such live auction and are advised to examine any lot in which you are interested, whether in person or by requesting information (if available) through the individual lot listing pages on the Services. If you click on the “Bid” button and your bid is successfully sent, your bid will be reviewed and, if accepted by us, will be submitted on your behalf to the auctioneer (the “Auctioneer”); provided, however, that the acceptance of any and all such bids are subject to the discretion of the Auctioneer. Once accepted by the Auctioneer, your bid will be valid and binding until the sale of the lot closes. You may enter a Maximum Bid, and the system will bid automatically by increments up to your Maximum Bid, only as much as necessary to maintain your position as highest bidder. Bidding increments, including any possible Maximum Bid, will match the increments set by the live auction third-party.

During a live auction with LAI, bids other than internet bids will be displayed on your computer screen as “floor” bids. “Floor” bids include, without limitation, those bids taken from the live auction room, telephones, bids from other online platforms, or bids made by the Auctioneer to protect the Reserve. In the event of a tie between an online bid and a “floor” bid, the “floor” bid generally will take precedence, subject to the Auctioneer’s sole and absolute discretion, provided, however, that the LAI clerk reserves the right to make amendments to correct any “floor” bids that are mistakenly represented on your computer screen, and in such cases, your bid, once accepted by the Auctioneer, may become the highest bidder and winning bid. LAI bids submitted and accepted are final and, under no circumstances, will you be permitted to amend or retract your bid, and if you are the highest bidder for the lot, you accept liability to pay the Total Purchase Price. Once you have bid, the next available bidding increment will be shown for your convenience on your computer screen. The available bidding increment may not reflect the bid that is subsequently taken off the floor, as the Auctioneer may deviate from the automatic bidding increments at any time, at their discretion. While the Auctioneer may vary increments at their discretion, you will not be able to place a bid in an amount other than a whole bidding increment.

The record of sale kept by the Auctioneer will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale kept by the Auctioneer, the record of sale will govern. After the auction, the live auction third-party will contact winning bidders directly to collect payment, arrange for delivery or pickup of purchased property, and conduct any other applicable post-sale activities, and we will have no responsibility to you in these regards unless we expressly indicate otherwise.

WE DO NOT WARRANT THAT THE SERVICES, INCLUDING LAI, WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT BIDS WILL BE RECEIVED BY THE AUCTIONEER OR INFORMATION REGARDING CURRENT PRICE WILL BE TRANSMITTED IN A TIMELY FASHION. WE WILL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF ANY THIRD PARTY TO ACCESS THE SERVICES OR BID IN THE AUCTION USING LAI. WE ALSO DO NOT GUARANTEE THE PERFORMANCE OF ANY THIRD PARTY’S OBLIGATIONS IN CONNECTION WITH SUCH AUCTION.

Bidding at Live Events. We may make the Services (including Absentee Bidding Services) available at events affiliated with other organizations. All bids placed through the Services are subject to these Conditions, whether the Services are accessed at a live event or any other location.

Bidding Information and Seller Communications. If you use the Services to bid in any auction, you agree that we may provide the Seller with your name, email address and other contact information, and bidding information, and the Seller may contact you about your participation in that auction and (if the Seller is an organization) otherwise regarding their organization.

Bidding Record. Our own internal records related to bidding through the Services will be final and binding in all disputes. In the event of any inconsistency between our own internal records and any information provided to any bidder (whether on the Services, by email, text message, orally or otherwise), our own internal records will control.

8. ARTSY SALES

On occasion, Artsy itself may sell property through the Services. If we are the seller of an item, we will expressly identify Artsy as the seller on the Services and when performing a transaction with the Collector, and with respect to that item, we will be considered the seller under these Conditions. In all other cases, whether an auction, Online Purchase or otherwise, we are not the Seller and will have none of the Seller’s obligations or liability, whether under these Conditions or otherwise.

9. ARTSY RIGHTS

Artsy reserves the right at any time at our sole discretion, but has no obligation to: (i) refuse registration to any Collector, Seller, person or entity; (ii) modify, edit, revise or withdraw any property from the Services; (iii) revise, edit, and modify Seller listings as well as remove a listing (e.g., if the listing is factually inaccurate); (iv) reject any bid or offer made using the Online Purchase feature, (v) rescind a sale and cancel or reverse a related transaction (including without limitation, if the property previously sold and is no longer available for sale, the description of the property was not accurate or the property has been damaged); and (vi) terminate your access to our Services. Artsy will have no liability whatsoever for taking any of the foregoing actions. Upon notice of Artsy’s election to rescind the sale or to cancel or reverse a transaction, Collector will promptly return the lot to Artsy or the Seller, at our discretion, and we or the Seller will then refund the Total Purchase Price. The refund shall constitute the sole remedy and recourse of the Collector or Seller against Artsy and the Seller or Collector, as applicable, with respect to such rescinded sale and related cancelled or reversed transaction.

10. ARTIST RESALE ROYALTY

The laws of some countries entitle the artist or the artist’s estate to a royalty. If applicable, as indicated on the Services, the Collector shall be required to pay such royalty, which is calculated as a percentage of the item’s final hammer price. The Seller shall be solely responsible for determining the applicability of the royalty and for remitting the royalty to the appropriate individual or entity. The Seller agrees that if we pay any such royalties with respect to any property sold by Seller without being reimbursed by the Collector, the Seller authorizes us to retain such royalty as an amount owed to us by Seller when settling Seller’s account, and if we fail to do so in any case, Seller agrees to reimburse us for the full amount of such royalty by check as soon as practicable upon our request.

11. PAYMENT

Total Purchase Price and Payment Deadline. Subject to these Conditions, upon the confirmation of any Online Purchase, and upon the conclusion of any auction sale, the sale contract between the Collector and the Seller is concluded, and the Collector must pay the Total Purchase Price (i) immediately upon the conclusion of an Online Purchase, or (ii) no later than 5:00 PM ET on the seventh (7th) day after the conclusion of all other sales (“Payment Deadline”). The “Total Purchase Price” includes: (i) the purchase price of the item; (ii) any sales tax, use tax, VAT and/or any other taxes or levies that the Seller or we are required to collect from the Collector under applicable law (“Transactional Taxes”); (iii) any applicable artist resale royalty; (iv) any and all shipping, packing, and insurance costs; (v) any applicable buyer’s premium; and (vi) any and all other applicable charges Where a separate shipping invoice is issued to the Collector, the Collector will be required to settle the invoice within five (5) business days of the date of the invoice. Shipment of the property will only be processed once all payments from the Collector have been received.

Passage of Title and Risk of Loss. We do not transfer and are not responsible for transferring legal ownership of property from the Seller to the Collector. The New York Uniform Commercial Code will apply to the transfer of ownership between the Collector and the Seller, unless the Collector and the Seller agree otherwise. Risk of loss to each item will pass to the Collector when legal title to such item passes to the Collector.

Seller Payment Processing. Unless Artsy accepts payment per the below, the Collector will pay the Seller directly. Different Sellers may accept different payment methods and/or have additional terms and conditions that apply to payments made to them, and the Collector will be subject to those terms and conditions as applicable. For the avoidance of doubt, Artsy’s Buyer Guarantee and Seller Guarantee, if applicable, do not apply to these transactions where Collector pays the Seller directly.

Artsy Payment Processing. We may accept payment from the Collector on behalf of the Seller in connection with Online Purchases and other sales, in which case we will notify the Collector that we are doing so by email and/or by providing the Collector with an option to check out on the Services. We may accept payments from Collectors by credit card, check or wire transfer at our sole discretion, and have no obligation to accept payment by other means. At our sole discretion, we may deny use of certain credit cards place limits on any credit card order, and/or may use Payment Processors selected at our sole discretion to process any transaction. The Collector irrevocably authorizes us, at our option, to charge the Collector for the Total Purchase Price using any credit card information the Collector has provided on the Services, whether or not the Collector provided such credit card information in connection with the sale at issue. If any credit card payment is not approved, the Collector will remain personally liable for all amounts otherwise due. The Collector agrees to notify us directly in writing of any claims or issues regarding any payment made to us by credit card or any other means. All payments to us must be made in U.S. dollars unless we expressly agree otherwise in writing. The Collector is responsible for any currency costs incurred to make all payments to us in U.S. dollars regardless of the Collector’s home currency or payment method. If we or the Seller incur any bank fees receiving any payment from the Collector by wire transfer, the Collector will be responsible for those costs and agrees that (as applicable) we or the Seller may charge those costs to the Collector. The Collector consents to us paying commissions out of amounts received from the Collector to third parties referring us clients or otherwise assisting us in connection with the sale of property.

Taxes. Unless exempt by law, the Collector is required to pay all Transactional Taxes related to the purchase of property by the Collector. The Collector is required to pay the Seller any Transactional Taxes as the Seller is required to collect, but the failure of the Seller to collect any Transactional Taxes from the Collector will not relieve the Collector’s obligation to pay them. Collectors claiming exemption from any Transactional Taxes are responsible for providing proper documentation. Any delay in obtaining or failure to obtain any relevant documentation or a refund of any Transactional Tax will not justify the cancellation of any sale or any delay in paying the Total Purchase Price by the Payment Deadline. Unless expressly otherwise indicated, all prices listed on the Services are exclusive of Transactional Taxes.

Resale. The Collector must not re-offer any purchased property for sale until the Collector has paid for the property in full and has otherwise assumed legal ownership and physical possession of the property subject to these Conditions.

Artsy Remedies for Non-Payment. Without prejudice to any rights the Seller may have, in the event that the Collector, for any reason, cancels any payment made by credit card or otherwise fails to pay the Total Purchase Price will respect to any property by the Payment Deadline, the Collector will be in default (“Collector Default”), Artsy may in our sole discretion exercise one or more of the following remedies: (i) cancel the sale of the lot, retaining any partial payment of the Total Purchase Price as liquidated damages; (ii) reject future bids from the Collector or render such bids subject to payment of a deposit; (iii) charge interest at 15% per annum, or the maximum amount permitted by applicable law, whichever is less, from the date payment became due until the date the Total Purchase Price is received in cleared funds; (iv) resell the lot by auction or private sale, with estimates and a reserve set at Artsy’s reasonable discretion, it being understood that in the event such resale is for less than the original hammer price and buyer’s premium for that lot, the Collector will remain liable for the shortfall together with all costs incurred in such resale; (v) commence legal proceedings to recover the hammer price and buyer’s premium for that lot, together with interest and the costs of such proceedings; (vii) set off the outstanding amount remaining unpaid by the Collector against any amounts which we or any of our affiliated companies may owe the Collector in any other transactions; (viii) release the name and address of the Collector to the Seller to enable the Seller to commence legal proceedings to recover the amounts due and legal costs; (ix) charge a 15% cancellation fee or (x) take such other action as we deem necessary or appropriate. In addition, if the Collector for any reason fails to pay the Total Purchase Price with respect to any property by the Payment Deadline, the Collector irrevocably authorizes us, at our option, to charge the Collector for any outstanding portion of such Total Purchase Price using any credit card information the Collector has provided on the Services, whether or not the Collector provided such credit card information in connection with the sale at issue. Defaulting Collector will be liable to us and the Seller for any and all costs, expenses (including reasonable attorneys’ fees), and damages of whatever kind incurred in connection with such Collector Default, the collection of any amounts due from the defaulting Collector, and/or (if applicable) the resale of the property at issue.

As security to us for full payment by the buyer of all outstanding amounts due to Artsy and our affiliated companies, Artsy retains, and the buyer grants to us, a security interest in each lot purchased by the buyer and in any other property or money of the buyer in, or coming into, our possession or the possession of one of our affiliated companies. We may apply such money or deal with such property as the Uniform Commercial Code or other applicable law permits a secured creditor to do. In the event that we exercise a lien over property in our possession because the buyer is in default to one of our affiliated companies, we will so notify the buyer. Our security interest in any individual lot will terminate upon actual delivery of the lot to the buyer or the buyer’s agent.

In the event the buyer is in default of payment to any of our affiliated companies, the buyer also irrevocably authorizes Artsy to pledge the buyer’s property in our possession by actual or constructive delivery to our affiliated company as security for the payment of any outstanding amount due. Artsy will notify the buyer if the buyer’s property has been delivered to an affiliated company by way of pledge.

No Obligation. Any statement in these Conditions or elsewhere (whether written, oral or implied) notwithstanding, we have no obligation to enforce any payment from any Collector or to take any legal action or other action against any Collector that fails to make any payment under any circumstances. In no event will we be liable to any Seller for any loss of profits, revenue or anticipated savings, or any special, incidental or consequential damages arising out of any non-payment of any Collector.

10. SHIPPING

Shipping and Handling. Unless Artsy or the Seller agrees otherwise, the Collector is required to pay all shipping, packing, and transit insurance fees and costs for purchased property. Collectors must ensure that a valid delivery address is provided when bidding on or buying any property. Collectors may be required to pay additional shipping fees or taxes if the Collector changes their delivery address after paying the Total Purchase Price. Sellers may be required to pay additional shipping fees on behalf of the Collector if a shipping provider determines the property was not accurately described on the Services. Collectors and Sellers are required to disclose any and all information required to import or export the property. Shippers may contact Collectors and Sellers directly with communications necessary to pick up and deliver the property. If the Seller coordinates shipment and the work is lost or damaged, the Seller will use best efforts to work with the shipper to resolve the matter. Further, the Seller is responsible for (i) insuring shipments; (ii) accepting a return, refund, or discount on a lost or damaged work; and (iii) in the case of a return, covering return shipment and insurance on that shipment. To the extent Artsy’s Buyer Guarantee applies to the shipment of any work that is lost or damaged or sold not as described, the Seller will reimburse Artsy for any amounts paid to a Collector pursuant to such Buyer Guarantee.

Our Role. We may, but are not obligated to, provide support in the shipping process, such as facilitating communication or payment between Collectors and shippers, or recommending third-party service providers. In such cases, additional terms and conditions may apply. However, any such support or recommendations are for convenience only and do not constitute or imply any representation, warranty, or assumption of liability of any kind by us. We are not the agent of any Collector, Seller or third party in connection with the shipping, packing or handling of any property. We do not control and are not liable or responsible for the acts, omissions or policies of the Seller or any third party in connection with the shipping, packing or handling of any property, whether or not recommended by us. Unless we specifically agree otherwise in writing with respect to certain property, we have no responsibility for the delivery of any purchased property. Unless otherwise specifically agreed in writing by us, at no time will we assume custody, physical possession, risk or responsibility for any property.

Release of Purchased Property. The Seller agrees to release physical possession of any property within seven (7) days of confirmation from us that the Collector has paid the Total Purchase Price in good and cleared funds. The Seller agrees to supply shipment tracking details, and to provide Artsy, if requested, with a copy of release records for each such property signed by the Collector or a copy of the shipping company’s bill of lading signed by the Seller confirming that you have released such property. If the Seller coordinates shipment and the work is lost or damaged, the Seller will use best efforts to work with the shipper to resolve the matter.

12. EXPORT AND IMPORT LICENSES AND OTHER RESTRICTIONS

Collectors are advised that: (i) some countries may prohibit or require a license or permit in order to export or import some property, including but not limited to property containing material from endangered or other protected plant or animal species; (ii) cross-border deliveries are subject to opening and inspection by customs authorities; (iii) the laws of some countries may prohibit the resale of some property once it is imported into those countries; and (iv) some countries may reserve the right to purchase some property exported from those countries (sometimes called a “right of preemption”). None of Artsy and our officers, owners, directors, consultants, agents, and employees (collectively, the “Artsy Parties”) or the Seller makes any representations or warranties as to whether any property is or is not subject to any such laws or restrictions. It is solely the Collector’s responsibility to determine and obtain at its own cost any necessary export and/or import licenses and other required permits for purchased property. Unless the Collector and the Seller agree otherwise, a delay in obtaining or failure to obtain any required license or permit will not justify the cancellation of any sale or any delay in paying the Total Purchase Price with respect to any property. None of the Artsy Parties or the Seller will be liable for any damage or loss resulting directly or indirectly from any confiscation of purchased property, transportation restriction, or other action taken by any government or public authority.

13. STAFF PARTICIPATION

Artsy staff may use the Services as bidders and/or buyers in their personal capacity (i.e. not as our employees, agents or representatives) as long as they do not have any confidential information about the item they are bidding on and/or buying (for example, the Reserve of an item offered for sale in an auction). Likewise, if the seller in an auction is an organization, its staff may bid in that auction in their personal capacity, as long as they do not have any confidential information about the item they are bidding on. In all such cases, the staff member is personally subject to these Conditions like any other bidder and/or buyer.

14. AVAILABILITY AND PRICING

We cannot guarantee that any property appearing on the Services will be available to sell or listed with the correct price, including but not limited to items listed with the Online Purchase feature. You acknowledge and agree that all property appearing on the Services is subject to availability.

15. COLLECTOR REPRESENTATIONS AND WARRANTIES

Collectors represent and warrant that all information provided on or through the Services is true and accurate, and that you will not permit any other person or entity to use your Artsy account or login credentials. Collectors also represent and warrant that any purchases made or offers or bids placed by you or on your behalf are not the result of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law. Collectors warrant that the funds used for settlement are not connected with any criminal activity, including tax evasion, and you are neither under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes.

16. SELLER REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants that: (i) you are the sole owner of the property or are duly authorized by the owner of the property to offer and sell such property; (ii) you have the right to offer and sell the property subject to these Conditions; (iii) upon sale, good and marketable title and right of possession to the property will pass to the Collector free from any claims, liens or other encumbrances of any third party, including but not limited to claims of governments or governmental agencies; (iv) the property is authentic and is not counterfeit and you have no reason to believe otherwise; (v) if applicable, the property has been lawfully imported into the jurisdiction in which it is currently located and lawfully exported subject to the laws of the country in which it was formerly located, and any taxes and/or duties on such import and export have been paid; (vi) any and all data provided by you to describe the property is accurate and not misleading; (vii) you will collect, pay, report and remit any and all Transactional Taxes and any other taxes and duties as required by applicable law in connection with the listing, marketing, offer or sale of the property, including but not limited to any Transactional Taxes that we may receive and remit to you in connection with any collection tools made available by us and used by you, and you will notify us in writing of any taxes or duties that may be payable by us on your behalf in any jurisdiction; (viii) you have all necessary rights and authority to enter into these Conditions and perform your obligations under these Conditions; and (ix) none of your acts or performance in connection with these Conditions and no part of these Conditions will conflict with any obligation that you have to any third party, whether contractual or otherwise (together the “Seller Warranty”). You agree that the Seller Warranty is for the benefit of Artsy and the Collector of the property, that such Seller Warranty will survive these Conditions and the transactions contemplated by these Conditions, and that such Seller Warranty applies to all property that you list for sale, market, offer or sell on or in connection with the Services. You agree to immediately notify us in writing of any event or information that may cause the Seller Warranty to be inaccurate or breached in any way.

17. INDEMNIFICATION

Collector agrees to indemnify, defend, and hold harmless the (i) Artsy Parties and (ii) Sellers, as applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of any claims, actions, audits, investigations, inquiries or other proceedings instituted by any third party that arise out of or relate to any actual or alleged breach of any of Collector’s agreements, obligations, representations or warranties set forth in these Conditions. Collector agrees to reimburse us for any costs and expenses (including reasonable attorneys’ fees) arising out of any claims by us against you arising out of your breach of these Conditions or other misuse of the Services by you under these Conditions. Collector’s obligations set forth in this section will survive these Conditions and Collector’s use of the Services.

Seller agrees to indemnify, defend, and hold harmless the (i) Artsy Parties and (ii) Collectors, as applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of any claims, actions, audits, investigations, inquiries or other proceedings instituted by any third party that arise out of or relate to any actual or alleged breach of any of Seller’s agreements, obligations, representations or warranties set forth in these Conditions. Seller agrees to reimburse us for any costs and expenses (including reasonable attorneys’ fees) arising out of any claims by us against you arising out of your breach of these Conditions or other misuse of the Services by you under these Conditions. Seller’s obligations set forth in this section will survive these Conditions and Seller’s use of the Services.

18. “AS IS”

UNLESS AND EXCEPT AS OTHERWISE EXPRESSLY STATED ELSEWHERE IN THESE CONDITIONS, ALL PROPERTY SOLD IN AN AUCTION OR VIA ONLINE PURCHASE IS SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, AND NONE OF THE ARTSY PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITY OF ANY KIND, WITH REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, QUALITY, CONDITION, ATTRIBUTION, AUTHENTICITY, RARITY, IMPORTANCE, MEDIUM, PROVENANCE, EXHIBITION HISTORY, LITERATURE OR HISTORICAL RELEVANCE OF ANY SUCH PROPERTY, AND NO STATEMENT ANYWHERE, WHETHER ORAL OR WRITTEN, WHETHER MADE ON THE SERVICES, IN A BILL OF SALE, AN ADVERTISEMENT, ANY OTHER SUPPLEMENTAL MATERIALS OR ELSEWHERE, WILL BE DEEMED SUCH A REPRESENTATION, WARRANTY, OR ASSUMPTION OF LIABILITY. THE ARTSY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE BUYER WILL ACQUIRE ANY REPRODUCTION RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS IN ANY PROPERTY SOLD. IF THE USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING ANY EQUIPMENT, MATERIAL OR DATA, THE ARTSY PARTIES WILL NOT BE RESPONSIBLE FOR THOSE COSTS OR LOSSES, AND YOU SHOULD BACKUP YOUR DATA AT ALL TIMES. THE ARTSY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER ANY ARTWORK SOLD IS SUBJECT TO ANY ARTIST’S MORAL RIGHTS OR RESIDUAL RIGHTS. WITH RESPECT TO PROPERTY AVAILABLE FOR BIDDING, ANY ESTIMATE OF THE SELLING PRICE IS NOT TO BE RELIED ON AS A STATEMENT THAT THIS IS THE PRICE AT WHICH THE ITEM WILL SELL OR ITS VALUE FOR ANY OTHER PURPOSE. THE ARTSY PARTIES WILL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THE SERVICES OR IN ANY SUPPLEMENTAL MATERIALS. UNLESS AND EXCEPT AS OTHERWISE EXPRESSLY STATED ELSEWHERE IN THESE CONDITIONS, ALL PROPERTY SOLD IN AN AUCTION OR VIA ONLINE PURCHASE IS FINAL SALE AND IS NOT RETURNABLE.

19. AUTHORSHIP WARRANTY

Authorship Warranty. The Seller warrants to the Collector for a period of five (5) years from the sale date that if the property sold by the Seller in an auction or via Online Purchase is described as of the sale date in the property listing on the Services in Bold or UPPER CASE type to be the work of a named authorship without qualification, then the property is authentic and is not a forgery (“Authorship Warranty”). This Authorship Warranty is subject to the following terms and conditions: (i) it does not apply to property whose description of authorship on the Services as of the sale date corresponded with the generally accepted opinion of scholars or experts or indicated that there was a conflict of opinions; (ii) it does not apply to property whose authorship as described on the Services as of the sale date is proved inaccurate by means of a scientific process not generally accepted for use until after the sale date or a process which as of the sale date was unreasonably expensive or impractical or likely to have caused damage to the property; (iii) the benefits of the Authorship Warranty are not transferable and apply only to the original buyer of record, and not to their successors or assigns or any other party; and (iv) “authorship” means only the creator of the property, or the period, culture, source or origin of the property, as the case may be, as described in the property listing on the Services in Bold or UPPER CASE type as of the sale date.

Cancellation and Refund. The Seller agrees to cancel the sale and refund the purchase price of the property to the Collector subject to the following terms and conditions: (i) if more than 180 days after the delivery date, the Collector must notify the Seller in writing within sixty (60) days after the Collector first receives any information leading to the belief that the Authorship Warranty has been breached, in any case within five (5) years after the original sale date, and must provide such information to the Seller; (ii) the Collector must have remained the owner of the property without disposing of any interest in it to any third party; and (iii) the Collector must return the property to the Seller in the same condition it was in as of the original sale date. If the Collector notifies the Seller of such breach more than 180 days after the delivery date, the Seller reserves the right, as a condition to cancelling any sale under the Authorship Warranty, to require that the Collector obtain, at the Collector’s expense, the written opinions of two (2) independent and recognized experts in the field mutually acceptable to the Collector and the Seller. The Seller will not be bound by any expert opinions produced by the Collector and reserves the right to obtain additional expert opinions at the Seller’s own expense. The activities described in this paragraph will be conducted solely by the Collector and the Seller. We will have no responsibility to the Collector or the Seller in these regards. Notwithstanding the foregoing, certain Buyer Guarantees may apply to certain Online Purchase transactions if this is noted in connection with the applicable transaction (on a related web page). To the extent Artsy’s Buyer Guarantee applies to with respect to the authenticity of any work that is sold in an Online Purchase transaction, the Seller will reimburse Artsy for any amounts paid to a Collector pursuant to such Buyer Guarantee.

Exclusive Remedy. The Collector acknowledges and agrees that cancellation of the sale and refund of the purchase price subject to the above terms and conditions will be the Collector’s sole and exclusive remedy for any breach of the Authorship Warranty, in place of any other remedy or recourse that might otherwise be available at law or in equity. None of the Artsy Parties or the Seller will be liable to the Collector for any special, incidental or consequential damages arising out of or in connection with any breach of the Authorship Warranty, including, without limitation, loss of profits or interest.

No Warranty by Artsy. Except with respect to property sold by Artsy itself, we make no representations or warranties of any kind (express or implied) with regard to any property.

20. DISPUTE RESOLUTION

As we are not the agent of any Collector or Seller for any purpose, the Artsy Parties have no duty to resolve, and will not act as the agent of any Collector or seller in connection with resolving any disputes. However, we may, but are not obligated to, provide intermediary services between Collectors and sellers in connection with customer service or dispute resolution matters. In the event we elect in our sole discretion to provide intermediary services, we will attempt to help Collector and Seller resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed, including, without limitation, the applicability or resolution of any matter related to any Buyer Guarantee or Seller Guarantee. Collector and Seller agree to cooperate with us in a timely manner in any such investigations that we may choose to conduct, as permitted by applicable law. Communication for orders and transactions should be performed on the Services. Users who engage and communicate off of the Services will not be protected by these Conditions or any Buyer Guarantee or Seller Guarantee.

21. GENERAL RELEASE

THE ARTSY PARTIES DO NOT ENDORSE OR CONTROL AND ARE NOT RESPONSIBLE FOR THE CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY COLLECTORS OR SELLERS IN ANY WAY CONNECTED WITH THE SERVICES OR ANY PROPERTY LISTED, MARKETED, OFFERED OR SOLD THROUGH THE SERVICES. IF YOU HAVE A DISPUTE WITH ONE OR MORE COLLECTORS OR SELLERS IN ANY WAY CONNECTED WITH THE SERVICES OR ANY PROPERTY LISTED, MARKETED, OFFERED OR SOLD THROUGH THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTSY PARTIES FROM ALL 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. 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 ENTERING INTO THIS RELEASE.

22. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, ANY WARRANTIES AS TO THE ANTICIPATED SELLING PRICE OF ANY PROPERTY OR THAT AN ITEM WILL SELL, AND ANY WARRANTIES THAT ANY COLLECTORS OR SELLERS WILL COMPLETE ANY TRANSACTIONS OR OTHERWISE PERFORM AS PROMISED, ALL OF WHICH ARE WARRANTIES THAT THE ARTSY PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ANY OF THE ARTSY PARTIES BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE EXECUTION OF ANY BIDS (WHETHER ONLINE, OFFLINE, ON THE SERVICES, IN AN EMAIL, OR OTHERWISE), OR FOR ANY INABILITY OR FAILURE TO ACCESS THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY FAILURES RESULTING DIRECTLY OR INDIRECTLY FROM ANY LOSS OF INTERNET OR TELEPHONE CONNECTION OR FROM ANY BREAKDOWNS OR MALFUNCTIONS OF THE SERVICES OR ANY COMPUTER, DEVICE OR SYSTEM DIRECTLY OR INDIRECTLY AFFECTING THE AVAILABILITY OR OPERATION OF THE SERVICES.

23. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ARTSY PARTIES BE LIABLE TO ANY COLLECTOR OR SELLER OR TO ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (II) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (III) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (A) ONE-HUNDRED ($100) DOLLARS OR (B) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ARTSY AS COMMISSION PURSUANT TO SECTION 11 IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (IV) ANY MATTER BEYOND OUR REASONABLE CONTROL, IN CONNECTION WITH THESE CONDITIONS, THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES, ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, OR ANY PROPERTY. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE TO ANY COLLECTOR OR SELLER OR ANY THIRD PARTY FOR ANY DAMAGES OR LOSSES OF ANY KIND RESULTING DIRECTLY OR INDIRECTLY FROM ANY TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE SERVICES BY US, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF OR INABILITY TO DO BUSINESS OR TO PROVIDE OR USE ANY PRODUCT OR SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

24. EU CANCELLATION RIGHTS

Pursuant to the European Union (“EU”) Directive on Consumer Rights (2011/83/EC), a buyer in the EU (an “EU Buyer”) who purchases a lot from a trader in a timed/online-only auction or via Buy Now, Make Offer, or Inquiry Offer has a right to cancel such sale contract within fourteen (14) days after they or a person they authorize (other than the carrier) take physical possession of such lot, for any reason and without incurring liability for doing so. An EU Buyer that exercises this cancellation right must return the lot, and the Seller will refund the EU Buyer for payments already made for the purchase and applicable shipping of the lot. The EU Buyer will be required to bear the cost of returning any lot to the Seller. In addition, where Artsy is not the Seller of the lot but where the EU Buyer has paid shipping charges directly to Artsy or to a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract. To exercise this cancellation right, the EU Buyer must inform the Seller through a clear statement (i.e., a letter sent by post or e-mail) or may use this model cancellation form. This cancellation right is not applicable to EU Buyers who participate in live/public auctions using the Services.

25. CHOICE OF LAW AND VENUE

These Conditions, and the rights and obligations of the parties under these Conditions, will be governed by and construed in accordance with the laws of the State of New York and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles. You agree that any claims or disputes arising out of or related to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services, must be resolved exclusively by a state or federal court located in New York County, New York, United States, whether or not such dispute involves third parties. You and we each agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in New York County, New York, United States, for the purpose of resolving all such claims or disputes, and you waive any objection as to inconvenient forum. In addition, you and we each expressly waive any right to a jury trial in the resolution of any such claims or disputes. To ensure that disputes are dealt with soon after they arise, you agree that regardless of any law to the contrary, each claim or cause of action you have against us arising out of or related to these Conditions or the Services must be filed within the applicable statute of limitations, or, if earlier, one year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred. Nothing in this Agreement will prevent us from seeking injunctive or other equitable relief in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services.

26. CHANGES TO THESE CONDITIONS

We reserve the right to change, modify, add or remove any part of these Conditions at any time at our sole discretion. All changes to these Conditions will be effective immediately when posted on the Services and/or our website or when we notify you by email or some other means (to the email address or other contact information that we have for you in our records), and you agree to review these Conditions carefully and inform yourself of all applicable changes when listing property and before buying or bidding on any property. If you don’t agree with the updated Conditions, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. By continuing to use the Services in any way after any changes to these Conditions become effective, you agree to be bound by such changes and the updated Conditions. Changes to these Conditions will not apply to any transaction, claim or dispute that arose before the changes became effective, all of which will remain subject to the version of these Conditions in effect at the time that such transaction, claim or dispute arose. We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to this Agreement, including, but not limited to, any loss of or inability to do business or to provide or use any product or service. Please save and/or print a copy of these Conditions for your records. Except for changes by us as described here, no other amendment or modification of these Conditions will be effective unless in writing and signed by both you and us.

27. OWNERSHIP

We own and retain, solely and exclusively, all rights, title, and interest in and to the Services, including but not limited to all copyrights, trademark rights, trade secrets, patent rights, moral rights, database rights, and other intellectual property rights therein. Except for the limited use of the Services that we grant to you under this Agreement, nothing in this Agreement grants you any license or permission to use any of our trademarks, service marks or logos in any manner, or any other 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 or in a separate written agreement between you and us.

28. COMPLIANCE WITH LAW AND THIRD PARTY RIGHTS

The Services may be used only for lawful purposes and in a lawful manner. You agree that your use of the Services and all of your acts and performance in connection with these Conditions, including but not limited to your listing, marketing, offer, and sale of all items, must: (i) comply at all times with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to any tax laws, consumer protection laws, antitrust laws, and export and/or import laws; and (ii) not violate the rights of any third party, including but not limited to any copyright, moral right, trademark right, privacy right, publicity right, or contractual right. If the use of any images or other material that you wish to make available on or in connection with the Services, whether with respect to any Item or otherwise, requires any licenses or permissions from any copyright holder or other person or entity having rights in or with respect to such material, you agree that you are solely responsible for obtaining and will obtain at your own cost any such licenses or permissions before making any such images or other material available on or in connection with the Services, and that we will not have to pay any royalty or other fee to you or any third party with respect to the use of any images or other material made available by you on or in connection with the Services.

29. MISCELLANEOUS

These Conditions, together with any other applicable terms and conditions made available on the Services, and (as applicable) any written terms and conditions made available by us or any Seller at a live event where the Services are used for bidding or otherwise in connection with the Services, constitutes all of the terms and conditions on which you may purchase, bid on, or inquire about property through the Services. If any provision of these Conditions is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible, and these Conditions will otherwise remain in full force and effect. No delay or failure by us to exercise or enforce any right or provision of these Conditions will be deemed a waiver of that or any other right or provision. We will not be deemed to have waived any right or remedy under these Conditions unless the waiver is in writing and signed by an Artsy representative who intends and is duly authorized to agree to such waiver on our behalf. No single or partial exercise by us of any right or remedy under these Conditions will prevent any further exercise by us of any other right or remedy. These Conditions will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns, but you may not assign these Conditions or any right or obligation under these Conditions without our prior written consent. We may transfer, assign, or delegate these Conditions and our rights and obligations without consent. There are no third-party beneficiaries to these Conditions except as expressly stated in these Conditions. You and we are independent contractors under these Conditions. Nothing stated in or implied from these Conditions will create any agency, partnership, joint venture, employment, sales representative, or franchise relationship between you and us. You will not represent yourself as our agent to any third party and have no authority to make or accept any offer or representation on our behalf. Except as expressly otherwise provided in these Conditions, nothing stated in or implied from these Conditions will give any party other than you or us any legal or equitable right, remedy or claim under or with respect to these Conditions. These Conditions were written in English (U.S.). To the extent any translated version of these Conditions conflicts with the English version, the English version controls. The paragraph and section titles in these Conditions are for convenience only and have no legal or contractual effect. Sections in these Conditions relating to obligations which have accrued or have application beyond the term of these Conditions, including, without limitation, those relating to intellectual property, indemnification, warranty disclaimers and limitation of liability, and any provision required to interpret and enforce the parties’ rights and obligations under these Conditions to the extent required for the full observation and performance of these Conditions, shall survive any termination or expiration of these Conditions or your use of the Services. In no event will Artsy be liable for any failure or delay in performing an obligation under these Conditions that is due to any causes beyond its reasonable control, including without limitation acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, or explosion.

30. CONTACTING ARTSY

If you have any questions about these Conditions, please email us at: support@artsy.net. Artsy is located at: 401 Broadway, 26th Floor, New York, New York 10013, U.S.

The enclosed Conditions of Sale apply to users who initiated an online purchase, inquired about a work, or registered to bid in an auction before May 20, 2021.

Partner Conditions of Sale

Please note that an auction's conditions of sale should be read in conjunction with Artsy's. To view an auction's conditions of sale, please click on the arrow next to the name of the sale.


Please note that the below conditions of sale should be read in conjunction with Artsy's. To view the additional conditions of sale, please click on the arrow below.
Artsy x Capsule Auctions: Buy Now and Make Offer

In addition to Artsy's Conditions of Sale, the Capsule Gallery’s (“Capsule”) Terms and Conditions of Sale listed below apply to all buyers that purchase property via Buy Now or Make Offer from Artsy x Capsule Auctions.

Capsule’s Terms and Conditions of Sale

In addition to Artsy's Conditions of Sale, the following Supplemental Conditions apply to all buyers that purchase property in Artsy x Capsule Auctions.

  1. Listing descriptions and condition reports may make reference to particular imperfections of a lot, but prospective buyers should note that lots may have other faults not expressly referred to in the listing or condition report. All dimensions are approximate. Illustrations are for identification purposes only and cannot be used as precise indications of size or to convey full information as to the actual condition of lots. Upon request, additional condition reports may be furnished to prospective buyers at their own cost and expense.

  2. Information provided to prospective buyers in respect of any lot, and information in any listing, condition or other report, commentary or valuation, is not a representation of fact but rather a statement of opinion held by Artsy based solely upon information provided to us by the seller.

  3. Note that VAT will not apply to your purchase. In the event of a conflict between this Paragraph and the artwork page, this Paragraph shall control.

  4. Please allow approximately 3-5 weeks for shipment after you have paid the Total Purchase Price. Shipping timelines are dependent upon the availability of the seller to release the purchased property and are subject to change.

  5. Where Artsy has collected shipping payment directly from the buyer, any and all claims for loss of or damage to the lot in transit must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Images documenting the claim for loss or damage must be provided to Artsy and all original packing material must be saved to support any required investigation of the claim for loss or damage. Artsy will submit such documentation to the insurance provider and communicate to the buyer any decision made by the insurance provider. If the insurance provider accepts the claim, Artsy will collect and remit to the buyer any funds due. Artsy is not responsible for negotiating with the insurance provider on the buyer’s behalf, and the buyer accepts that all decisions made by the insurance provider, as communicated to them by Artsy, are final and binding and cannot be appealed, challenged, or reversed.

  6. Any condition issues with the lot not relating to Paragraph 3 above must be made in writing to Artsy no later than two (2) business days after the date of delivery of the lot to the buyer. Artsy may facilitate communication between the buyer and seller in connection with such dispute. Artsy has no further obligation to the seller or buyer to help resolve the dispute, however, in the event we elect in our sole discretion to provide intermediary services, we will attempt to help the buyer and seller resolve any dispute in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed.

  7. (a) Without prejudice to any rights the seller may have, if the buyer without prior agreement fails to pay the Total Purchase Price by the Payment Deadline, Artsy may in our sole discretion exercise one or more of the following remedies: (i) cancel the sale of the lot, retaining any partial payment of the Purchase Price as liquidated damages; (ii) reject future bids or purchases from the buyer or render such bids or purchases subject to payment of a deposit; (iii) charge interest at 15% per annum from the date payment became due until the date the Total Purchase Price is received in cleared funds; (iv) resell the lot by auction, Buy Now/Make Offer, or private sale, with estimates and a reserve set at Artsy’s reasonable discretion, it being understood that in the event such resale is for less than the original purchase price for that lot, the buyer will remain liable for the shortfall together with all costs incurred in such resale; (v) commence legal proceedings to recover the purchase price, together with interest and the costs of such proceedings; (vii) set off the outstanding amount remaining unpaid by the buyer against any amounts which we or any of our affiliated companies may owe the buyer in any other transactions; (viii) release the name and address of the buyer to the seller to enable the seller to commence legal proceedings to recover the amounts due and legal costs or (ix) take such other action as we deem necessary or appropriate.

(b) As security to us for full payment by the buyer of all outstanding amounts due to Artsy and our affiliated companies, Artsy retains, and the buyer grants to us, a security interest in each lot purchased by the buyer and in any other property or money of the buyer in, or coming into, our possession or the possession of one of our affiliated companies. We may apply such money or deal with such property as the Uniform Commercial Code or other applicable law permits a secured creditor to do. In the event that we exercise a lien over property in our possession because the buyer is in default to one of our affiliated companies, we will so notify the buyer. Our security interest in any individual lot will terminate upon actual delivery of the lot to the buyer or the buyer’s agent.

(c) In the event the buyer is in default of payment to any of our affiliated companies, the buyer also irrevocably authorizes Artsy to pledge the buyer’s property in our possession by actual or constructive delivery to our affiliated company as security for the payment of any outstanding amount due. Artsy will notify the buyer if the buyer’s property has been delivered to an affiliated company by way of pledge.

  1. Artsy shall have the right, but not the obligation, to rescind a sale without notice to the buyer if we reasonably believe that there is a material breach of the seller’s representations and warranties or an adverse claim is made by a third party. Upon notice of Artsy’s election to rescind the sale, the buyer will promptly return the lot to Artsy, and we will then refund the Total Purchase Price paid to us. As more fully set forth in Section 15 of the Conditions of Sale, the refund shall constitute the sole remedy and recourse of the buyer against Artsy and the seller with respect to such rescinded sale.

Where there is an inconsistency between the Artsy Conditions of Sale (together with the Supplemental Conditions) and the Capsule Conditions of Sales, the Artsy Conditions of Sales will prevail with the following amendments:

Section 15, Authorship Warranty: The warranty period, and all references thereto, is reduced from five (5) years to one (1) year.

Section 20, EU Cancellation Rights: The EU Buyer will be required to bear the cost of returning any lot to the seller. In addition, as Artsy is not the seller of any lot, where the EU Buyer has paid shipping charges directly to Artsy or a third party shipping provider, the EU Buyer will not be entitled to a refund of such shipping charges when exercising their right to cancel the sale contract.

IMPORTANT NOTE: If the purchase price of your item(s) equals or exceeds 7,000 USD, you may be required to provide documentation of your identity in a form acceptable to us and any other documentation in order to complete the purchase. Should you fail to provide this documentation within a reasonable amount of time your purchase will be cancelled.


ARTSY CONDITIONS OF SALE

Last Updated: September 3, 2019

These Conditions of Sale (“Conditions”) describe the relationship between Art.sy, Inc. d/b/a Artsy (“Artsy” or “we” or “our” or “us”) and the buyers, prospective buyers, bidders, sellers and prospective sellers that use the Artsy website, products, and services (collectively, the “Services”). By using the Services to buy, bid on, inquire about, list, market, offer for sale, or sell any property, you (“you” or “your”) agree to be bound by these Conditions. Please read these Conditions carefully, and feel free to contact us if you have any questions.

1. Basic Conditions

The Services include an online marketplace and tools to buy, bid on, inquire about, list, market, offer for sale, and sell artwork and other property. All property is offered for sale and sold directly from the seller to the buyer, and we are not a party to any sale, except as stated in section 6 below. We may facilitate communication or payment between buyers, prospective buyers, bidders, and sellers in connection with some property. However, we are not the agent of any buyer, prospective buyer, or bidder for any purpose, and we are not the agent of any seller for any purpose. If you are using the Services on behalf of a company, organization or other legal entity, you represent and warrant that you are authorized to bind that entity to these Conditions, in which case the terms “you” and “your” in these Conditions will refer to that entity. In these Conditions, “on the Services” means on the Artsy website and/or (as applicable) on any Artsy application that you may use. By using the Services in any manner, you also accept our Terms of Use which governs your access to and use of the Services and our Privacy Policy, which describes our practices for the collection and use of your information.

2. Additional Property Terms

Sellers that use the Services are separate businesses from Artsy and may have their own additional terms and conditions that apply to the property they offer for sale. Such terms and conditions may be posted in such property's listing on the Services or otherwise made available on the Services in connection with such property, and you are responsible for reviewing all relevant information available on the Services before buying or bidding on any property. If these Conditions conflict with any seller's terms and conditions posted on the Services, the seller's applicable terms and conditions will apply to the extent of the conflict. However, in no event will any seller's terms and conditions constitute any representation, warranty, or assumption of liability of any kind by us.

3. Inquiries

The Services may include features that enable you to contact us or the seller regarding property listed on the Services (“Inquiry”). We and the seller will have no obligation to accept or respond to any Inquiry and no liability for any delay or failure to do so.

4. Online Purchases

You may be able to place orders to purchase some property on the Services using the online purchase feature (“Online Purchase”). Where available, the Online Purchase feature will be indicated on the Services with a “Purchase” or "Buy Now" button. Online Purchase orders are binding on the buyer. When you place an order using the Online Purchase feature, you are required to complete the transaction subject to these Conditions. For some property, the Online Purchase feature may be available in addition to competitive auction bidding, in which case the Online Purchase feature will be available until the current bid for such property meets or exceeds the starting bid, or, if such property has a Reserve (see section 8 below), until the current bid for such property meets or exceeds the Reserve. If such property is ordered using the Online Purchase feature, it will be withdrawn from the auction pending completion of the Online Purchase sale.

5. Consign/Sell

If you are interested in consigning your property, the Services may include features that provide you with the opportunity to connect with potential sellers who may allow you to consign your property with them. We and/or any potential seller will have no obligation to accept or respond to any such request for an offer of consignment and will have no liability for any delay or failure to do so. Any information provided by us or any potential seller are general guidelines only and may not be relied on by you. For further information, please visit us at Consignments.

6. Artsy Sales

On rare occasions, Artsy itself may sell property through the Services. If we are the seller of an item, we will expressly identify Artsy as the seller on the Services and when performing a transaction with the buyer, and with respect to that item, we will be considered the seller under these Conditions. In all other cases, whether an auction, Online Purchase or otherwise, we are not the seller and will have none of the seller’s obligations or liability, whether under these Conditions or otherwise.

7. Withdrawal

We and the seller each reserve the right to withdraw any property from the Services at any time, and will have no liability whatsoever for any such withdrawal. With respect to property available for bidding or listed with the Online Purchase feature, this withdrawal right applies before, during and after any auction or Online Purchase sale.

8. Auction Sales

Bidder Registration and Requirements. In order to bid, you will need to create an Artsy account and register as a bidder, providing any required contact and payment information, and completing any required forms. We may require you to provide documentation of your identity, bank or other financial references, and other qualifying information in order to bid at any time. We may also require that you deposit a portion of any bid that you place, in which case, if you are not the winning bidder, your deposit will be refunded to you, and if you are the winning bidder, your deposit may be used to offset the appropriate portion of the purchase price. In any case, we may refuse registration or bidding access to any bidder at any time at our sole discretion, including, without limitation, if we believe such action is necessary to comply with the law or to maintain the integrity or reputation of the Services. You represent and warrant that all information you provide is true and accurate, and that you will not permit any other person or entity to bid using your Artsy account or login credentials.

Automatic Bidding. Our online bidding system is an automatic bidding system. When you place a bid on the Services, you enter the maximum amount that you are willing to pay for the item (your “Maximum Bid”). The amount you enter can be the next minimum bid indicated on the Services or any greater amount. When you enter your Maximum Bid, the system will automatically place a bid for you at the amount of the next minimum bid, according to our automatic bidding increments. As the auction continues, the system will continue to bid automatically for you by increments, up to your Maximum Bid, only as much as necessary to maintain your position as the highest bidder. We may modify, add or remove bidding increments at our sole discretion at any time before, during or after any auction.

Bidder’s Responsibility. Each bidder that places a bid is required to complete the transaction if they place the winning bid (or their bid is otherwise accepted), as a bid is a legally binding commitment to purchase the item if you are the winning bidder. When you place a bid on any item, you are accepting personal liability for the purchase price, any applicable taxes, any and all shipping and packing costs, and all other applicable charges. You also represent and warrant that any bids placed by you or on your behalf are not the result of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law.

Our Discretion. We reserve the right, at our absolute discretion, to: (i) reject or revoke your registration or permission to bid at any time before, during or after any auction; (ii) reject, revoke or refuse to accept any bid at any time before, during or after any auction (even bids that have been previously confirmed, whether on the Services, by email, text message or otherwise); (iii) determine bidding increments and otherwise advance bidding on the Services at any time in any manner we may decide; and (iv) restart or continue bidding during or after any auction conducted on the Services.

All Bids are Final. Please note that all bids are final once submitted and may not be cancelled or modified by you, except with our express written consent under circumstances that we consider appropriate at our sole discretion. Potential examples include if a bidder accidentally enters the wrong bid amount on the Services (e.g. $10,000 instead of $1,000), if there is a material change to an item’s listing on the Services after a bid is placed, or if an item is withdrawn from an auction. You must contact us immediately after placing the bid at issue in order to request to cancel or modify any bid placed in error.

Reserves. Some items in an auction may be offered for sale subject to a reserve price (“Reserve”), as indicated on the Services, which is the confidential minimum price below which the item will not be sold. An item’s Reserve will not exceed its low pre-sale estimate, if applicable. When you bid on an item with a Reserve, if your Maximum Bid meets or exceeds the Reserve, the system will automatically increase your bid to meet the Reserve, according to our automatic bidding increments. We may implement the Reserve for any item by opening bidding on behalf of the seller, and may continue to bid on behalf of the seller up to the amount of the Reserve, by placing consecutive or successive bids or bids in response to other bidders.

**Buyer’s Premium.**Some items in an auction may be offered for sale subject to a buyer’s premium, as indicated on the Services, which is an additional charge the buyer is required to pay, calculated as a percentage of the item’s final hammer price. If an item is subject to a buyer’s premium, this will be indicated on the Services, along with the rate of the buyer's premium, and the winning bidder will be required to pay the buyer’s premium, plus any applicable taxes, in addition to the final hammer price.

**Artist Resale Royalty.**Some items in an auction may be offered for sale which shall include an artist resale royalty, as indicated on the Services, which is an additional charge the buyer may be required to pay, calculated as a percentage of the item’s final hammer price. If an item is subject to an artist resale royalty, this will be indicated on the Services, and the winning bidder will be required to pay the artist resale royalty in addition to the final hammer price.

Countdown Clock and Closing. We may display a countdown clock on the Services in connection with some auctions. This is provided for general informational use only and does not constitute any warranty as to the closing time of any item. If you are interested in an item, you should refer to its individual listing on the Services to see if bidding has closed and should not rely on the countdown clock. If a bid is placed on an item during the last five minutes before its original closing time, we will have the right at our sole discretion, but no obligation, to extend bidding for such item for an additional five minutes after the original closing time, and may continue to extend bidding for such item until five minutes pass without any bids being placed. The extension of one item’s closing time will not affect the closing time of any other item. You may need to refresh or reload the bidding page on the Services to see if bidding for an item has closed.

Offline Auctions. Some property available for bidding on the Services may be offered for sale in an auction conducted offline (“Offline Auction”) by a party other than us ("Offline Auctioneer"). In such cases, we may collect bids on such property through the Services before the Offline Auction, and may transfer those bids to the Offline Auctioneer to execute against other bidders in the Offline Auction. Bidding for such property on the Services will close the day before the Offline Auction or at such other time as indicated on the Services. The Offline Auctioneer may have different bidding increments than us, and you agree that (as applicable) your Maximum Bid may be executed in the Offline Auction according to the Offline Auctioneer’s bidding increments without further notice to you, up to the amount of your Maximum Bid. In any case, the Offline Auctioneer reserves the right to reject any bid at any time at its absolute discretion, and we and the Offline Auctioneer will have no liability whatsoever for any such rejection. After the Offline Auction, the Offline Auctioneer will contact winning bidders directly to collect payment, arrange for delivery or pickup of purchased property, and conduct any other applicable post-sale activities, and we will have no responsibility to such bidders in these regards unless we expressly indicate otherwise. For example, we may sometimes accept payment from winning bidders on behalf of the Offline Auctioneer, in which case we will notify such bidders directly that we are doing so.

Absentee Bidding. We may offer absentee bidding Services in connection with some auctions, whereby we may collect bids via telephone, email and/or written forms (“Absentee Bidding Services”). All bids placed via Absentee Bidding Services are subject to our discretion and (with respect to Offline Auctions) the discretion of the Offline Auctioneer, as stated above in these Conditions. We offer Absentee Bidding Services for convenience only and do not guarantee or represent that they will be available at any time. We may refuse Absentee Bidding Services to any person at any time (even during an auction) at our sole discretion, and we will have no liability for any failure or refusal to provide Absentee Bidding Services under any circumstances. Bidders are responsible for their own expenses in connection with Absentee Bidding Services, including but not limited to any computer and telephone equipment and network provider costs, as applicable.

Live Auction Integration (“LAI”). As part of the Services, and with respect to certain auctions, we may provide users of the Services the ability to access and bid online in a live auction undertaken by a third-party. All bids placed through the Services are subject to these Conditions, wherever the Services are accessed. Furthermore, any bids made in any applicable auctions with LAI functionality placed through LAI are subject to this section and any applicable conditions of sale identified by the live auction third-party; regarding the placing of bids using LAI, if there is any inconsistency between the terms in this section and other section of the Conditions, this section shall prevail.

LAI bidding activity may be recorded. We may provide a deadline for you to register for LAI prior to an applicable auction, and your registration may be subject to the review, vetting and approval of us or the live auction third-party. You acknowledge that your registration for the applicable auction is not guaranteed, and you may not be permitted to participate in the auction in the sole and absolute discretion of us or the live auction third-party.

LAI is provided as an alternative bidding service and should not be considered a replacement for bidding in the live auction room. You are responsible for making yourself aware of all sale room notices and announcements for such live auction, and are advised to examine any lot in which you are interested, whether in person or by requesting information (if available) through the individual lot listing pages on the Services. If you click on the “Bid” button and your bid is successfully sent, your bid will be reviewed and, if accepted by us, will be submitted on your behalf to the auctioneer (the “Auctioneer”); provided, however, that the acceptance of any and all such bids are subject to the discretion of the Auctioneer. Once accepted by the Auctioneer, your bid will be valid and binding until the sale of the lot closes. You may enter a Maximum Bid, and the system will bid automatically by increments up to your Maximum Bid, only as much as necessary to maintain your position as highest bidder. Bidding increments, including any possible Maximum Bid, will match the increments set by the live auction third-party.

During a live auction with LAI, bids other than internet bids will be displayed on your computer screen as "floor" bids. "Floor" bids include, without limitation, those bids taken from the live auction room, telephones, bids from other online platforms, or bids made by the Auctioneer to protect the Reserve. In the event of a tie between an online bid and a "floor" bid, the "floor" bid generally will take precedence, subject to the Auctioneer’s sole and absolute discretion, provided, however, that the LAI clerk reserves the right to make amendments to correct any “floor” bids that are mistakenly represented on your computer screen, and in such cases, your bid, once accepted by the Auctioneer, may become the highest bidder and winning bid. LAI bids submitted and accepted are final and, under no circumstances, will you be permitted to amend or retract your bid, and if you are the highest bidder for the lot, you accept liability to pay the Total Purchase Price. Once you have bid, the next available bidding increment will be shown for your convenience on your computer screen. The available bidding increment may not reflect the bid that is subsequently taken off the floor, as the Auctioneer may deviate from the automatic bidding increments at any time, at their discretion. While the Auctioneer may vary increments at their discretion, you will not be able to place a bid in an amount other than a whole bidding increment.

The record of sale kept by the Auctioneer will be taken as absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale kept by the Auctioneer, the record of sale will govern. After the auction, the live auction third-party will contact winning bidders directly to collect payment, arrange for delivery or pickup of purchased property, and conduct any other applicable post-sale activities, and we will have no responsibility to you in these regards unless we expressly indicate otherwise.

WE DO NOT WARRANT THAT THE SERVICES, INCLUDING LAI, WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT BIDS WILL BE RECEIVED BY THE AUCTIONEER OR INFORMATION REGARDING CURRENT PRICE WILL BE TRANSMITTED IN A TIMELY FASHION. WE WILL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF ANY THIRD PARTY TO ACCESS THE SERVICES OR BID IN THE AUCTION USING LAI. WE ALSO DO NOT GUARANTEE THE PERFORMANCE OF ANY THIRD PARTY’S OBLIGATIONS IN CONNECTION WITH SUCH AUCTION.

Bidding at Live Events. We may make the Services (including Absentee Bidding Services) available at events affiliated with other organizations. All bids placed through the Services are subject to these Conditions, whether the Services are accessed at a live event or any other location.

Bidding Information and Seller Communications. If you use the Services to bid in any auction, you agree that we may provide the seller with your name, email address and other contact information, and bidding information, and the seller may contact you about your participation in that auction and (if the seller is an organization) otherwise regarding their organization.

Bidding Record. Our own internal records related to bidding through the Services will be final and binding in all disputes. In the event of any inconsistency between our own internal records and any information provided to any bidder (whether on the Services, by email, text message, orally or otherwise), our own internal records will control.

9. Buy Now and Make Offer

Features. You may be able to place orders to purchase some property on the Services using the online purchase feature (“Buy Now”) or make an offer feature (“Make Offer”). Where available, the Buy Now feature will be indicated on the Services with a "Buy Now" button. Buy Now orders are binding on the buyer. When you place an order using the Buy Now feature, you are required to complete the transaction subject to these Conditions. If such an item is ordered using the Buy Now feature, it will be withdrawn from the available inventory the seller has pending completion of the Buy Now sale. For some items, the Make Offer feature may also be available, indicated on the Services with a “Make Offer” button. In these cases, you may be able to place an offer for such items using the feature, and the seller may choose to accept your offer or respond with a counter-offer. The property will not be removed from a seller’s inventory until such time as a seller accepts either Buy Now or Make Offer.

Registration and Requirements. In order to participate in Buy Now/Make Offer, you will need to create an Artsy account and register, provide any required contact and payment information, and complete any required forms. We may require you to provide documentation of your identity, bank or other financial references, and other qualifying information. We may also require that you deposit a portion of any purchase price or offer that you place, in which case, if the sale is not finalized, your deposit will be refunded to you. In any case, we may refuse registration or access to any person at any time at our sole discretion, including, without limitation, if we believe such action is necessary to comply with the law or to maintain the integrity or reputation of the Services. You represent and warrant that all information you provide is true and accurate, and that you will not permit any other person or entity to use your Artsy account or login credentials.

Buyer’s Responsibility. Each buyer that places an order using “Buy Now” or makes an offer using “Make Offer” is required to complete the transaction if they hit the “Buy Now” button, or if their offer which they made using the “Make Offer” function is accepted. When you purchase property or make an offer on any item, you are accepting personal liability for the Total Purchase Price (defined below). You also represent and warrant that any purchases made or offers placed by you or on your behalf are not the result of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law.

Our Discretion. We reserve the right, at our absolute discretion, to: (i) reject or revoke your registration or permission to “Buy Now” or “Make Offer” at any time; and, (ii) reject, revoke or refuse to accept any such order or offer at any time (even orders or offers that may have been previously confirmed, whether on the Services, by email, text message or otherwise).

Inquiries. The seller will have no obligation to accept any Make Offer, and we and the seller will have no liability for any delay or failure to do so.

All Offers and Sales are Final. Please note that all offers and sales are final once submitted and may not be cancelled or modified by you.

Total Purchase Price and Payment Deadline. Subject to these Conditions, upon the confirmation of any Online Purchase (whether through “Buy Now” or “Make Offer”) the sale contract between the buyer and the seller is concluded. The “Total Purchase Price” includes: (i) the purchase price of the item; (ii) any sales tax, use tax, and/or any other taxes or levies that the seller or we are required to collect from the buyer under applicable law; (iii) any and all shipping and packing costs; and (iv) any and all other applicable charges.

Payment Processing. We accept payment from the buyer on behalf of the seller in connection with sales made using the “Buy Now” and “Make Offer” functions. We use a third-party payment processor, Stripe, that accepts American Express, Visa, MasterCard, Discover, and Diners Club. We may place limits on any credit card purchase to process any transaction at our sole discretion. You authorize us to send instructions to the financial institution that issued your credit card to take payments from your credit card account in accordance with the terms of our agreement with you. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due. The buyer agrees to notify us directly in writing of any claims or issues regarding any payment made for these sales. Currently, all payments in connection with these sales must be made in the currency specified by us unless we expressly agree otherwise in writing. The buyer is responsible for any foreign exchange costs incurred to make all payments to us in U.S. dollars regardless of the buyer’s home currency, should such foreign exchange be necessary. The buyer consents to us retaining commissions out of amounts received from the buyer to the seller for these sales.

Taxes. The buyer is required to pay any and all sales taxes, VAT, export and/or import taxes and duties, and any other transactional taxes or levies related to the purchase of property by the buyer. The buyer is required to pay any taxes the seller is, or we are, as applicable, required to collect, but the failure of the seller or us, as applicable, to collect any taxes from the buyer will not relieve the buyer’s obligation to pay them. Unless expressly otherwise indicated, all prices listed on the Services are exclusive of taxes, and applicable taxes will be collected from the buyer in addition to the listed price.

10. After Sale

Total Purchase Price and Payment Deadline. Subject to these Conditions, upon the confirmation of any Online Purchase, and upon the conclusion of any auction sale, the sale contract between the buyer and the seller is concluded, and the buyer must pay the Total Purchase Price no later than 5:00 PM ET on the seventh (7th) day after the sale (“Payment Deadline”). The “Total Purchase Price” includes: (i) the purchase price of the item; (ii) any sales tax, use tax, VAT and/or any other taxes or levies that the seller or we are required to collect from the buyer under applicable law; and (iii) (for items sold in an auction) any applicable buyer’s premium.

Passage of Title and Risk of Loss. We do not transfer and are not responsible for transferring legal ownership of property from the seller to the buyer. The New York Uniform Commercial Code will apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise. The seller represents that: (i) the seller is the sole owner of each item the seller offers for sale through the Services, or else the seller is duly authorized by the owner of such item to sell it; and (ii) subject to these Conditions, the seller is able to transfer good and marketable title to such item to the buyer free from any claims of third parties. Risk of loss to each item will pass to the buyer when legal title to such item passes to the buyer.

Payment Processing. We may accept payment from the buyer on behalf of the seller in connection with some sales, in which case we will notify the buyer that we are doing so by email and/or by providing the buyer with an option to check out on the Services. In all other cases, the buyer will pay the seller directly. Different sellers may accept different payment methods and/or have additional terms and conditions that apply to payments made to them, and the buyer will be subject to those terms and conditions as applicable. We may accept payments from buyers by credit card, check or wire transfer at our sole discretion, and have no obligation to accept payment by other means. We accept American Express, Visa, MasterCard or Discover only. We may place limits on any credit card purchase and/or use third-party payment processors to process any transaction at our sole discretion. If any credit card payment is not approved, the buyer will remain personally liable for all amounts otherwise due. The buyer agrees to notify us directly in writing of any claims or issues regarding any payment made to us by credit card or any other means. All payments to us must be made in U.S. dollars unless we expressly agree otherwise in writing. The buyer is responsible for any currency costs incurred to make all payments to us in U.S. dollars regardless of the buyer’s home currency or payment method. If we or the seller incur any bank fees receiving any payment from the buyer by wire transfer, the buyer will be responsible for those costs and agrees that (as applicable) we or the seller may charge those costs to the buyer. The buyer consents to us paying commissions out of amounts received from the buyer to third parties referring us clients or otherwise assisting us in connection with the sale of property.

Taxes. Unless exempt by law, the buyer is required to pay all sales and use taxes (including VAT)f, export and/or import taxes and duties, and any other transactional taxes or levies (“Transactional Fees”) related to the purchase of property by the buyer. The buyer is required to pay the seller any taxes as the seller is required to collect, but the failure of the seller to collect any taxes from the buyer will not relieve the buyer’s obligation to pay them. Buyers claiming exemption from any tax are responsible for providing proper documentation. Any delay in obtaining or failure to obtain any relevant documentation or a refund of any tax will not justify the cancellation of any sale or any delay in paying the Total Purchase Price by the Payment Deadline. Unless expressly otherwise indicated, all prices listed on the Services are exclusive of Transactional Fees and any other fees not defined in this Agreement may be collected from the buyer in addition to any listed price.

Shipping and Handling. The buyer is required to pay all shipping, packing, and transit insurance fees and costs for purchased property. We may, but are not obligated to, provide support in the shipping process, such as facilitating communication or payment between buyers and shippers, or recommending third-party service providers. However, any such support or recommendations are for convenience only and do not constitute or imply any representation, warranty, or assumption of liability of any kind by us. We are not the agent of any buyer, seller or third party in connection with the shipping, packing or handling of any property. We do not control and are not liable or responsible for the acts, omissions or policies of the seller or any third party in connection with the shipping, packing or handling of any property, whether or not recommended by us. Unless we specifically agree otherwise in writing with respect to certain property, we have no responsibility for the delivery of any purchased property.

Resale. The buyer must not re-offer any purchased property for sale until the buyer has paid for the property in full and has otherwise assumed legal ownership and physical possession of the property subject to these Conditions.

Remedies for Non-Payment. If the buyer for any reason cancels any payment made by credit card or otherwise fails to pay the Total Purchase Price with respect to any property by the Payment Deadline, the buyer will be in default ("Buyer Default") and will be liable for payment of such Total Purchase Price and any other applicable charges. In the event of Buyer Default in connection with any property, without limiting any other rights or remedies available to us or the seller (whether at law, in equity, or under these Conditions), subject to the New York Uniform Commercial Code, the seller may cancel the sale of such property to the defaulting buyer and resell such property publicly or privately on terms the seller thinks fit, and the defaulting buyer will be liable for payment of any deficiency between the resale price obtained by the seller and the purchase price originally owed by the defaulting buyer. In any case, the defaulting buyer will be liable to us and the seller for any and all costs, expenses (including reasonable attorneys’ fees), and damages of whatever kind incurred in connection with such Buyer Default, the collection of any amounts due from the defaulting buyer, and/or (if applicable) the resale of the property at issue. In addition, if the buyer for any reason fails to pay the Total Purchase Price with respect to any property by the Payment Deadline, the buyer irrevocably authorizes us, at our option, to charge the buyer for any outstanding portion of such Total Purchase Price using any credit card information the buyer has provided on the Services, whether or not the buyer provided such credit card information in connection with the sale at issue.

11. Export and Import Licenses and Other Restrictions

Prospective buyers are advised that: (i) some countries may prohibit or require a license or permit in order to export or import some property, including but not limited to property containing material from endangered or other protected plant or animal species; (ii) cross-border deliveries are subject to opening and inspection by customs authorities; (iii) the laws of some countries may prohibit the resale of some property once it is imported into those countries; and (iv) some countries may reserve the right to purchase some property exported from those countries (sometimes called a “right of preemption”). None of Artsy and our officers, owners, directors, consultants, agents, and employees (collectively, the “Artsy Parties”) or the seller makes any representations or warranties as to whether any property is or is not subject to any such laws or restrictions. It is solely the buyer’s responsibility to determine and obtain at its own cost any necessary export and/or import licenses and other required permits for purchased property. Unless the buyer and the seller agree otherwise, a delay in obtaining or failure to obtain any required license or permit will not justify the cancellation of any sale or any delay in paying the Total Purchase Price with respect to any property. None of the Artsy Parties or the seller will be liable for any damage or loss resulting directly or indirectly from any confiscation of purchased property, transportation restriction, or other action taken by any government or public authority.

12. Staff Participation

Artsy staff may use the Services as bidders and/or buyers in their personal capacity (i.e. not as our employees, agents or representatives) as long as they do not have any confidential information about the item they are bidding on and/or buying (for example, the Reserve of an item offered for sale in an auction). Likewise, if the seller in an auction is an organization, its staff may bid in that auction in their personal capacity, as long as they do not have any confidential information about the item they are bidding on. In all such cases, the staff member is personally subject to these Conditions like any other bidder and/or buyer.

13. Availability and Pricing

We cannot guarantee that any property appearing on the Services will be available to sell or listed with the correct price, including but not limited to items listed with the Online Purchase feature. We reserve the right to cancel any Online Purchase order at any time if we are notified by the seller or otherwise determine at our sole discretion that the item ordered is not available to sell for any reason or was listed with an incorrect price, even after the buyer receives an order confirmation (whether on the Services, by email or otherwise). If your Online Purchase order is cancelled under such circumstances, we will notify you by email of such cancellation and you will be refunded for any amounts that you have already paid for the applicable item and its delivery to you (if any), and the Artsy Parties and the seller will otherwise have no liability whatsoever for any such cancellations or listing errors. You acknowledge and agree that all property appearing on the Services is subject to availability.

14. “AS IS”

EXCEPT FOR THE AUTHORSHIP WARRANTY PROVIDED BY THE SELLER IN SECTION 15 BELOW, ALL PROPERTY SOLD IN AN AUCTION OR VIA ONLINE PURCHASE IS SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, AND NONE OF THE ARTSY PARTIES OR THE SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITY OF ANY KIND, WITH REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, QUALITY, CONDITION, ATTRIBUTION, AUTHENTICITY, RARITY, IMPORTANCE, MEDIUM, PROVENANCE, EXHIBITION HISTORY, LITERATURE OR HISTORICAL RELEVANCE OF ANY SUCH PROPERTY, AND NO STATEMENT ANYWHERE, WHETHER ORAL OR WRITTEN, WHETHER MADE ON THE SERVICES, IN A BILL OF SALE, AN ADVERTISEMENT, ANY OTHER SUPPLEMENTAL MATERIALS OR ELSEWHERE, WILL BE DEEMED SUCH A REPRESENTATION, WARRANTY, OR ASSUMPTION OF LIABILITY. THE ARTSY PARTIES AND THE SELLER MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE BUYER WILL ACQUIRE ANY REPRODUCTION RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS IN ANY PROPERTY SOLD, OR WHETHER ANY ARTWORK SOLD IS SUBJECT TO ANY ARTIST’S MORAL RIGHTS OR RESIDUAL RIGHTS. WITH RESPECT TO PROPERTY AVAILABLE FOR BIDDING, ANY ESTIMATE OF THE SELLING PRICE IS NOT TO BE RELIED ON AS A STATEMENT THAT THIS IS THE PRICE AT WHICH THE ITEM WILL SELL OR ITS VALUE FOR ANY OTHER PURPOSE. THE ARTSY PARTIES AND, EXCEPT AS STATED IN SECTION 15 BELOW, THE SELLER, WILL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THE SERVICES OR IN ANY SUPPLEMENTAL MATERIALS. EXCEPT AS STATED IN SECTION 15 BELOW, ALL PROPERTY SOLD IN AN AUCTION OR VIA ONLINE ONLINE PURCHASE IS FINAL SALE AND IS NOT RETURNABLE.

15. Authorship Warranty

Authorship Warranty. The seller warrants to the buyer for a period of five (5) years from the sale date that if the property sold by the seller in an auction or via Online Purchase is described as of the sale date in the property listing on the Services in Bold or UPPER CASE type to be the work of a named authorship without qualification, then the property is authentic and is not a forgery (“Authorship Warranty”). This Authorship Warranty is subject to the following terms and conditions: (i) it does not apply to property whose description of authorship on the Services as of the sale date corresponded with the generally accepted opinion of scholars or experts or indicated that there was a conflict of opinions; (ii) it does not apply to property whose authorship as described on the Services as of the sale date is proved inaccurate by means of a scientific process not generally accepted for use until after the sale date or a process which as of the sale date was unreasonably expensive or impractical or likely to have caused damage to the property; (iii) the benefits of the Authorship Warranty are not transferable and apply only to the original buyer of record, and not to their successors or assigns or any other party; and (iv) “authorship” means only the creator of the property, or the period, culture, source or origin of the property, as the case may be, as described in the property listing on the Services in Bold or UPPER CASE type as of the sale date..

Cancellation and Refund. The seller agrees to cancel the sale and refund the purchase price of the property to the buyer subject to the following terms and conditions: (i) the buyer must notify the seller in writing within sixty (60) days after the buyer first receives any information leading to the belief that the Authorship Warranty has been breached, in any case within five (5) years after the original sale date, and must provide such information to the seller; (ii) the buyer must have remained the owner of the property without disposing of any interest in it to any third party; and (iii) the buyer must return the property to the seller in the same condition it was in as of the original sale date. The seller reserves the right, as a condition to cancelling any sale under the Authorship Warranty, to require that the buyer obtain, at the buyer’s expense, the written opinions of two (2) independent and recognized experts in the field mutually acceptable to the buyer and the seller. The seller will not be bound by any expert opinions produced by the buyer and reserves the right to obtain additional expert opinions at the seller’s own expense. The activities described in this paragraph will be conducted solely by the buyer and the seller. We will have no responsibility to the buyer or the seller in these regards.

Exclusive Remedy. The buyer acknowledges and agrees that cancellation of the sale and refund of the purchase price subject to the above terms and conditions will be the buyer’s sole and exclusive remedy for any breach of the Authorship Warranty, in place of any other remedy or recourse that might otherwise be available at law or in equity. None of the Artsy Parties or the seller will be liable to the buyer for any special, incidental or consequential damages arising out of or in connection with any breach of the Authorship Warranty, including, without limitation, loss of profits or interest.

No Warranty by Artsy. Except with respect to property sold by Artsy itself, we make no representations or warranties of any kind (express or implied) with regard to any property and will not be responsible for the Authorship Warranty provided by the seller.

16. Dispute Resolution

As we are not the agent of any buyer, prospective buyer, bidder or seller for any purpose, the Artsy Parties have no duty to resolve, and will not act as the agent of any buyer, prospective buyer, bidder or seller in connection with resolving any disputes. However, we reserve the right, but are not obligated, to investigate complaints or claims of buyers, prospective buyers, bidders or sellers, and you agree to cooperate with us in any such investigations that we may choose to conduct, as permitted by applicable law.

17. General Release

THE ARTSY PARTIES DO NOT ENDORSE OR CONTROL AND ARE NOT RESPONSIBLE FOR THE CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY BUYERS, PROSPECTIVE BUYERS, BIDDERS OR SELLERS IN ANY WAY CONNECTED WITH THE SERVICES OR ANY PROPERTY LISTED, MARKETED, OFFERED OR SOLD THROUGH THE SERVICES. IF YOU HAVE A DISPUTE WITH ONE OR MORE BUYERS, PROSPECTIVE BUYERS, BIDDERS OR SELLERS IN ANY WAY CONNECTED WITH THE SERVICES OR ANY PROPERTY LISTED, MARKETED, OFFERED OR SOLD THROUGH THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTSY PARTIES FROM ALL 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. 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 ENTERING INTO THIS RELEASE.

18. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, AND ANY WARRANTIES THAT ANY BUYERS, PROSPECTIVE BUYERS, BIDDERS OR SELLERS WILL COMPLETE ANY TRANSACTIONS OR OTHERWISE PERFORM AS PROMISED, ALL OF WHICH THE ARTSY PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ANY OF THE ARTSY PARTIES BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE EXECUTION OF ANY BIDS (WHETHER ONLINE, OFFLINE, ON THE SERVICES, IN AN EMAIL, OR OTHERWISE), OR FOR ANY INABILITY OR FAILURE TO ACCESS THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY FAILURES RESULTING DIRECTLY OR INDIRECTLY FROM ANY LOSS OF INTERNET OR TELEPHONE CONNECTION OR FROM ANY BREAKDOWNS OR MALFUNCTIONS OF THE SERVICES OR ANY COMPUTER, DEVICE OR SYSTEM DIRECTLY OR INDIRECTLY AFFECTING THE AVAILABILITY OR OPERATION OF THE SERVICES.

19. Limitation of Liability

IN NO EVENT WILL ANY OF THE ARTSY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, BUSINESS, GOODWILL OR OTHER INTANGIBLE LOSSES, OR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE CONDITIONS; (ii) THE SERVICES; (iii) THE USE OF OR INABILITY TO USE THE SERVICES; OR (iv) ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. In no event will any of the Artsy Parties have any liability whatsoever with respect to the listing, marketing, offer or sale of any property through the Services, except that our liability to the seller may vary as otherwise stated in a separate written agreement between us and the seller, and with respect to property sold by Artsy itself, our liability to the buyer will be limited to the remedy expressly provided in section 15 of these Conditions under the Authorship Warranty. The exclusions and limitations of liability provided in this section apply to all claims, whether based on warranty, contract, statute, tort (including negligence), strict liability, or any other legal theory, whether or not any of the Artsy Parties have been advised of or should have known of the possibility of such damage or loss, and even if a remedy set forth in these Conditions is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the exclusions and limitations provided in this section may not apply to you, in which case the liability of the Artsy Parties will be limited to the fullest extent permitted by applicable law.

20. EU Cancellation Rights

Pursuant to the European Union (“EU”) Directive on Consumer Rights (2011/83/EC), a buyer in the EU (an “EU Buyer”) who purchases a lot in a timed/online-only auction or via Buy now or Make offer has a right to cancel such sale contract within fourteen (14) days after they or a person they authorize (other than the carrier) take physical possession of such lot, for any reason and without incurring liability for doing so. An EU Buyer that exercises this cancellation right must return the lot, and the seller will refund the EU Buyer for payments already made for the purchase and applicable shipping of the lot. To exercise this cancellation right, the EU Buyer must inform the seller through a clear statement (i.e., a letter sent by post or e-mail) or may use this model cancellation form. This cancellation right is not applicable to EU Buyers who participate in live/public auctions using the Services.

21. Choice of Law and Venue

These Conditions, and the rights and obligations of the parties under these Conditions, will be governed by and construed in accordance with the laws of the State of New York and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles. You agree that any claims or disputes arising out of or related to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services, must be resolved exclusively by a state or federal court located in New York County, New York, United States. You and we each agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in New York County, New York, United States, for the purpose of resolving all such claims or disputes, and you waive any objection as to inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services.

22. Changes to these Conditions

We reserve the right to change, modify, add or remove any part of these Conditions at any time at our sole discretion. All changes to these Conditions will be effective immediately when posted on the Services, and you agree to review these Conditions carefully and inform yourself of all applicable changes before buying or bidding on any property. Changes to these Conditions will not apply to any transaction, claim or dispute that arose before the changes became effective, all of which will remain subject to the version of these Conditions in effect at the time that such transaction, claim or dispute arose. Please save and/or print a copy of these Conditions for your records.

23. Miscellaneous

These Conditions, together with any other applicable terms and conditions made available on the Services, and (as applicable) any written terms and conditions made available by us or the seller at a live event where the Services are used for bidding, constitutes all of the terms and conditions on which you may purchase, bid on, or inquire about property through the Services. If any provision of these Conditions is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible, and these Conditions will otherwise remain in full force and effect. No delay or failure by us to exercise or enforce any right or provision of these Conditions will be deemed a waiver of that or any other right or provision. We will not be deemed to have waived any right or remedy under these Conditions unless the waiver is in writing and signed by an Artsy representative who intends and is duly authorized to agree to such waiver on our behalf. No single or partial exercise by us of any right or remedy under these Conditions will prevent any further exercise by us of any other right or remedy. These Conditions will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns, but you may not assign these Conditions or any right or obligation under these Conditions without our prior written consent. There are no third-party beneficiaries to these Conditions except as expressly stated in these Conditions. You and we are independent contractors under these Conditions. Nothing stated in or implied from these Conditions will create any agency, partnership, joint venture, employment, sales representative, or franchise relationship between you and us. These Conditions were written in English (U.S.). To the extent any translated version of these Conditions conflicts with the English version, the English version controls. The paragraph and section titles in these Conditions are for convenience only and have no legal or contractual effect.

24. Contacting Artsy

If you have any questions about these Conditions, please email us at: [email protected]. Artsy is located at: 401 Broadway, 26th Floor, New York, New York 10013, U.S.