Artsy Embed Terms

These Embed Terms (“Terms”) are an agreement between you (“you” or “your”) and Art.sy, Inc. d/b/a Artsy (“Artsy” or “we” or “our” or “us”) that governs your access to and use of the Artsy embedder tools (“Embed”). These Terms are incorporated into and considered a part of our Terms of Use, which can be viewed at: artsy.net/terms. Any capitalized terms that are used but not otherwise defined in these Terms have the same meaning given to them in our Terms of Use. By accessing or using Embed in any manner, you agree to be bound by these Terms and our Terms of Use. Please read these Terms carefully, and feel free to contact us if you have any questions about these Terms or Embed.

1. Basic Terms

1.1. Embed enables you to embed certain Content in other locations online.

1.2 You may use Embed only if you can form a binding contract with us, and only as permitted by law.

1.3 You are not permitted to use Embed if you are a person under the age of eighteen (18).

1.4 If you are accepting these Terms and using Embed on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, in which case the terms “you” and “your” in these Terms will refer to that entity.

1.5 Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Embed as provided by us, in the manner permitted by these Terms and any applicable instructions or guidelines posted on the Services or otherwise made available to you in connection with Embed.

1.6 We are currently making Embed available to you under these Terms free of charge. We reserve the right to charge for future use of Embed at our sole discretion.

2. Ownership

2.1 Artsy or our licensors own and retain, solely and exclusively, all rights, title, and interest in and to Embed and all Content, including but not limited to all intellectual property rights therein.

2.2 Neither these Terms nor your use of Embed grants you any ownership over any Content, including but not limited to any image embedded using Embed, or any computer code generated by Embed in connection with your use of Embed.

2.3 Except for the limited license to use Embed that we grant you under these Terms, neither these Terms nor your use of Embed grants you any right to use any of our trademarks, service marks, logos, product names, domain names or other distinctive brand features (collectively, “Artsy Brand Features”) 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.

2.4 We reserve all rights not expressly granted to you in these Terms.

3. Your Site

3.1 You may not use Embed to embed any Content on any website other than a website that you own or control ("Your Site"), unless you have received our express prior written permission to do otherwise.

3.2 You agree that Your Site will not: (i) be in any way confusingly similar in design, look or feel to the design, look or feel of any of the Services; (ii) host or facilitate gambling; or (iii) include, or facilitate the distribution or sale of, any pornographic material, or any drug, alcohol or tobacco products.

3.3 You will have a terms of use and a privacy policy for Your Site that accurately describes to users of Your Site how you may collect and use their data. You will post a visible link to your terms of use and privacy policy on Your Site where your users may easily access them. You will comply with your privacy policy at all times.

3.4 You will require your users to comply with all applicable laws and third-party rights when accessing or using Your Site. You will include these requirements in your terms of use.

3.5 You are solely responsible for providing all necessary support and technical assistance to your users. You agree that we will have no obligation to provide any such support or assistance to any of your users, and you will not represent to any of your users that we are available to do so.

3.6 We reserve the right (but have no obligation) to access and monitor Your Site for compliance with these Terms, without notice, at any time at our sole discretion. If you use Embed to embed Content in any areas of Your Site that utilize a paywall, you will grant us access to such areas at no charge to us as soon as practicable upon our request.

4. Artsy Buttons

4.1 Some Embed tools may enable you to embed Artsy buttons that depict an Artsy logo or an Artsy logo in combination with other Content (each, an “Artsy Button”).

4.2 Please be advised that whether or not these tools are accessible on the Services, you may not embed or otherwise use any Artsy Button on Your Site or in any other location without our express prior written permission. The accessibility of these tools alone does not permit you to use them. Any use of Artsy Buttons without our express prior written permission is strictly prohibited.

4.3 You will not modify any Artsy Button or other Artsy Brand Features. You will not use any Artsy Button or other Artsy Brand Features in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, event, product or service.

4.4 All use of Artsy Buttons and/or Artsy Brand Features by you or anyone else, and all goodwill associated with such use, will inure to our benefit.

5. General Restrictions

You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):

6. Our Reservation of Rights

6.1 We reserve the right to direct you to stop embedding any and all Content with Embed, on Your Site or in any other location, for any or no reason, at any time at our sole discretion, without liability to you or any third party. You agree to comply with any such directions from us as soon as practicable.

6.2 We reserve the right to remove or disable access to any and all Content embedded using Embed without notice, for any or no reason, at any time at our sole discretion. You understand and agree that: (i) in any case where we exercise this right, any or all images and/or other Content embedded using Embed, whether on Your Site or in any other location, may be immediately removed from and no longer appear or be available on Your Site or in any other location; and (ii) under no circumstances will any of the Artsy Parties (defined below) be liable to you or any third party for any claims, demands, damages or losses of any kind resulting directly or indirectly from any such removal or disabling of Content, including, but not limited to, any loss of or inability to do business or to provide or use any product, service, or Content, whether on Your Site or in any other location.

7. Disclaimer of Warranties

YOUR ACCESS TO AND USE OF EMBED IS AT YOUR OWN RISK. EMBED IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO EMBED OR ANY CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARTSY AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “ARTSY PARTIES”) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE ARTSY PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT: (i) EMBED OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, FREE OF ERRORS, SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (ii) THE USE OF EMBED IN ANY MANNER WILL GIVE RISE TO ANY SPECIFIC RESULTS. THE ARTSY PARTIES DO NOT ENDORSE, ASSUME NO LIABILITY, AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR SITE OR ANY INFORMATION, MATERIALS, GOODS OR SERVICES ON OR AVAILABLE FROM YOUR SITE, WHETHER AS TO AVAILABILITY, ACCURACY, RELIABILITY, QUALITY, LEGALITY, COMPLIANCE WITH THIRD-PARTY RIGHTS, OR OTHERWISE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND COMPLYING WITH ALL APPLICABLE THIRD-PARTY RIGHTS IN CONNECTION WITH YOUR USE OF EMBED, INCLUDING BUT NOT LIMITED TO THOSE WITH RESPECT TO CONTENT EMBEDDED USING EMBED. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) THAT YOU OBTAIN FROM ANY OF THE ARTSY PARTIES, OR THROUGH THE SERVICES OR ANY CONTENT, WILL CREATE ANY WARRANTY BY US NOT EXPRESSLY STATED IN THESE TERMS OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

8. General Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTSY PARTIES, AND OUR CONTENT SUPPLIERS, FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (i) YOUR USE OF OR INABILITY TO USE EMBED; OR (ii) ANY DISPUTES BETWEEN YOU AND ONE (1) OR MORE THIRD PARTIES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF EMBED. 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.

9. Limitation of Liability

IN NO EVENT WILL ANY OF THE ARTSY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, ANY PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (i) THESE TERMS; (ii) EMBED; OR (iii) THE USE OF OR INABILITY TO USE EMBED. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR EMBED EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100) OR THE TOTAL AMOUNT (IF ANY) PAID OR PAYABLE TO US BY YOU TO USE EMBED IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY 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 DAMAG OR LOSS, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS 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 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.

10. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Artsy and our officers, directors, agents, and employees from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, losses, judgments, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use or misuse of Embed; (ii) your breach or alleged breach of any of these Terms; or (iii) your violation of any law or the rights of any third party in connection with Embed, including but not limited to any intellectual property right, privacy right or publicity right. At our option, you will assume control of the defense and settlement of any matter subject to indemnification by you (provided that, in such event, we may at any time thereafter elect to take over control of the defense and settlement of any such matter, and in any event, you will not settle any such matter without our prior written consent). Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of Embed.

11. Choice of Law and Dispute Resolution

11.1 These Terms, and the rights and obligations of you and us under these Terms, 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 provisions, and without regard to your state or country of residence.

11.2 You agree that any claims, actions or disputes involving you and us arising out of or related to these Terms or Embed must be resolved exclusively in a state or federal court located in New York County, New York, United States, whether or not any third parties are involved. You 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 litigating all such claims, actions or disputes, and you expressly waive any objection as to inconvenient forum.

11.3 You and we each expressly waive any right to a jury trial in the litigation of any claims, actions or disputes involving you and us arising out of or related to these Terms or Embed.

11.4 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 may have against us arising out of or related to these Terms or Embed must be filed within the applicable statute of limitations or, if earlier, one (1) year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred.

11.5 The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Terms or your use of Embed.

11.6 Nothing in this section will prevent us from seeking injunctive or other equitable relief in any jurisdiction.

12. Changes to Embed

12.1 We reserve the right to change, modify, add, remove or discontinue the appearance, design, functionality, and all other aspects of Embed, in whole or in part, temporarily or permanently, with or without notice, for any or no reason, at any time at our sole discretion.

12.2 You agree that the Artsy Parties 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 Embed, including, but not limited to, any loss of or inability to do business or to provide or use any product, service, or Content, whether on Your Site or in any other location.

13. Changes to these Terms

13.1 We reserve the right to change, modify, add or remove any part of these Terms at any time at our sole discretion.

13.2 All changes to these Terms will be effective when posted on the Services, or at such later date as may be specified in the updated Terms.

13.3 By continuing to use Embed after any changes to these Terms become effective, you agree to be bound by such changes and the updated Terms.

13.4 You agree that we may notify you of any changes to these Terms by posting the updated Terms on the Services, and you agree to review these Terms regularly and inform yourself of all applicable changes.

13.5 Changes to these Terms will not apply to any claim, action or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim, action or dispute arose.

13.6 You agree that the Artsy Parties 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 these Terms, including, but not limited to, any loss of or inability to do business or to provide or use any product, service, or Content, whether on your Site or in any other location.

14. Termination

14.1 You may discontinue your use of Embed at any time.

14.2 REGARDLESS OF ANY OTHER STATEMENT IN THESE TERMS, WE RESERVE THE RIGHT TO TERMINATE THESE TERMS, AND/OR TO LIMIT, TERMINATE OR SUSPEND ANY AND ALL ACCESS TO OR USE OF EMBED, AS RELATES ONLY TO YOU, OR AS RELATES TO YOU AND OTHERS, AT ANY TIME AT OUR SOLE DISCRETION, WITHOUT NOTICE OR LIABILITY, FOR ANY OR NO REASON, INCLUDING, BUT NOT LIMITED TO, IF YOU BREACH ANY OF THESE TERMS.

14.3 After any termination of these Terms and/or after you otherwise stop using Embed, the following will survive and remain in full force and effect: (i) all outstanding obligations you may have to us under these Terms or otherwise; (ii) all remedies for breach of these Terms; and (iii) the following sections of these Terms: 6 (Our Reservation of Rights), 7 (Disclaimer of Warranties), 8 (General Release), 9 (Limitation of Liability), 10 (Indemnification), 11 (Choice of Law and Dispute Resolution), 12 (Changes to Embed), 13 (Changes to these Terms), 14 (Termination), 15 (Miscellaneous).

15. Miscellaneous

15.1 These Terms, together with our Terms of Use and any other written agreements that you may enter into with us regarding the Services, constitutes the entire agreement and understanding between you and us regarding the Services, and supersedes all other written, oral or electronic communications, statements or understandings between you and us regarding the subject matter of these Terms.

15.2 If any provision of these Terms 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 Terms will otherwise remain in full force and effect.

15.3 No delay or failure by us to exercise or enforce any right or provision of these Terms 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 Terms unless the waiver is in writing and signed by an Artsy representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent any further exercise by us of any other right or remedy.

15.4 These Terms will be binding on your successors and assigns, but you are not permitted to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our express prior written consent. These Terms will inure to the benefit of, and are intended to be enforceable by, our successors and assigns.

15.5 There are no third-party beneficiaries to these Terms except as expressly otherwise provided in these Terms.

15.6 No agency, partnership, joint venture, employment, or franchise relationship is created or implied by these Terms or your use of Embed, and you have no authority to make or accept any offer or representation on our behalf.

15.7 Nothing in these Terms will prevent us from complying with the law.

15.8 These Terms were written in English (U.S.). To the extent any translated version of these Terms conflicts with the English version, the English version controls.

15.9 The section titles in these Terms are for convenience only and have no legal or contractual effect.

16. Contacting Artsy

16.1 If you have any questions or comments about these Terms or Embed, please email us at [email protected].

16.2 Artsy is located at: 401 Broadway, 25th Floor, New York, New York 10013, U.S.

17. Effective Date

These Terms are effective September 8, 2014.

Last Modified: September 8, 2014