museums, and private collections.
1.1 You may use the Services only if you can form a binding contract with us, and only as permitted by law. You are not permitted to use the Services if you are a person under the age of thirteen (13). Additional eligibility requirements may apply to some Services, and we will notify you of such requirements in these Terms or otherwise in connection with those Services.
1.2 If you are accepting these Terms and using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you are at least eighteen (18) years old, and 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.
1.3 We offer a variety of Services, and additional guidelines, terms and conditions may apply to some Services (“Service Terms”). By using those Services, you agree to be bound by the Service Terms. If these Terms conflict with any Service Terms, those Service Terms will control for that conflict.
1.5 Subject to these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Services as provided by us, in the manner permitted by these Terms.
1.6 You may need to register for an Artsy account in order to use some Services. You agree to provide only true and accurate information in connection with your account, and to update all such information as necessary to keep it accurate and current. You are not permitted to rent, sell, sublicense or otherwise transfer your account to any third party.
1.7 You are responsible for maintaining the confidentiality of your account password, and you are responsible for all activities that occur under or through your account or password. You agree to notify us immediately 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.
1.8 Some Services may be accessible on mobile devices. You agree not to use such Services in a way that distracts you and prevents you from complying with any traffic or safety laws.
1.9 You consent to receive communications from us electronically, and you agree that we may communicate with you by posting notices on the Services and/or by email. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you register for an Artsy account or otherwise provide us with an email address, you agree that we are not responsible for any automatic filtering that you or your network provider may apply to any email that we send to the email address you provided.
1.10 You are responsible for providing any equipment, Internet, and telecommunication service necessary to use the Services and/or to communicate with us at your own cost.
The following definitions are used in these Terms:
3.1 All Content is owned by Artsy or by others who have licensed their Content to us, and is protected by U.S. and international copyright laws, trademark laws, and/or other proprietary rights and laws. The Services are also protected as a compilation and/or collective work under U.S. and international copyright laws.
3.2 As between you and Artsy, Artsy owns and retains, solely and exclusively, all rights, title, and interest in and to the Services, the look and feel, design, and organization of the Services, all Artsy Content, and the compilation of all Content on the Services, including but not limited to all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
3.3 These Terms do not grant you any ownership over any Content or any rights therein, although you remain the owner of any intellectual property rights that you may have in Your User Content.
3.4 The trademarks, service marks, logos, and product names displayed on or in connection with the Services are the registered and unregistered trademarks and service marks of Artsy or third parties in the U.S. and/or other countries. Our trademarks and service marks include but are not limited to ART.SY® and THE ART GENOME PROJECT®.
3.5 These Terms do not grant you any right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any manner.
3.6 Except for the limited license to use the Services that we grant you under these Terms, neither these Terms nor your use of the Services grants you any license or permission under any copyright, trademark, or other intellectual property rights of Artsy or any third party, whether by implication or otherwise.
3.7 We welcome feedback about the Services, but you agree that any feedback, comments or suggestions you may provide regarding the Services are entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit without any obligation to you.
3.8 We reserve all rights not expressly granted to you in these Terms.
4.1 Please note that Content covers a wide range of art and subject matter, is generally uncensored, and may include nudity or other visual or written material that some people may consider offensive or inappropriate for children and minors. If you allow your child or anyone else to use your computer or other device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.
4.2 Subject to these Terms, you may access and view Content within the Services for your own personal, internal use, in the context of your Artsy user experience, in accordance with the normal functionality and restrictions of the Services.
4.3 We value open source software, and some software used in the Services may be offered under an open source license that we will make available to you. Such open source license may contain provisions that expressly override some of these Terms.
4.4 Some Services may enable you to post, embed, or transmit some Content in a way that will be accessible to others on the Services or in other locations online. You may use such Services in accordance with their normal functionality and restrictions, as permitted by any applicable terms and conditions. However, such Services do not imply permission to reproduce, distribute or otherwise use such Content in any other manner, whether on the Services or in any other location.
4.5 If you are a teacher, you may display Content on the Services to your students or audience members at a non-commercial, educational, indoor lecture, presentation or seminar conducted by you, provided you do not reproduce or distribute Content outside of the Services in any way that is not specifically otherwise permitted by these Terms.
4.6 Except as expressly permitted by these Terms, you may not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any manner or for any purpose without express prior written permission from Artsy or (as applicable) the appropriate third-party rights holder.
4.7 Any commercial exploitation of any image or other Content without express prior written permission from Artsy or (as applicable) the appropriate third-party rights holder, including but not limited to any commercialized reproduction, distribution, licensing, or creation of derivative works, is strictly prohibited.
5.1 Some Services may enable you to submit, post, publish or otherwise provide User Content. Each User is solely responsible for any User Content that they provide on or through the Services.
5.2 We do not endorse and make no representations or warranties of any kind, express or implied, with respect to the accuracy, completeness, truthfulness or reliability of any User Content and/or any statements, ideas, advice or opinions communicated on or in connection with the Services by any User and/or third party, whether online, offline, orally, in writing or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.
5.3 You acknowledge that we have no obligation to review or screen any User Content, and that by using the Services, you may be exposed to User Content that is inaccurate, misleading, or otherwise objectionable.
5.4 We reserve the right, but have no obligation, to monitor or review any User Content and/or any communications or activity on the Services, to investigate potential violations of these Terms or to otherwise administer or operate the Services, without notice or liability, at any time at our sole discretion. We reserve the right to disclose any User Content, communications or activity if we believe that disclosure is reasonably necessary to protect or enforce the rights or property of Artsy, you, or any third party, or to comply with any law, regulation, legal process or governmental request, including but not limited to any civil or criminal subpoena or court order.
5.5 We reserve the right to remove or refuse to display any User Content on the Services, in whole or part, if we believe that such User Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
5.6 You acknowledge that you are in the best position to know if Your User Content may be used in connection with the Services. You are solely responsible for ensuring that Your User Content does not violate any applicable laws or the rights of any third party, including but not limited to any copyright, moral right, trademark right, privacy right, publicity right or contractual right.
5.7 By submitting, posting, publishing or otherwise providing any User Content on or through the Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to use, host, store, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving the Services, and developing new Services. You represent and warrant that you own or otherwise control all of the rights to Your User Content, and that the use of Your User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
5.8 Nothing in these Terms will restrict any other rights that we may have or later obtain with respect to Your User Content, such as rights under applicable laws or other licenses.
5.9 We will not be liable for any User Content. We will not be liable for any use of Your User Content by us in accordance with these Terms.
6.1 The Services may include a tool that enables you to download images of certain artwork or other items displayed on the Services ("Download Image Tool"). Where available, the Download Image Tool will appear as a “Download Image” button (or an equivalently marked tool) that we provide with the applicable image on the Services.
6.2 The images that may be downloaded with the Download Image Tool (collectively, “Downloadable Images”) are obtained from third parties that have made the Downloadable Images available for unrestricted use, or use under certain conditions (for example, attribution requirements or additional licenses). If the Download Image Tool is not provided with an image on the Services, that image is not considered a Downloadable Image under these Terms.
6.3 You may download Downloadable Images from the Services using the Download Image Tool, and you may use Downloadable Images without restriction, including for commercial use, subject to any applicable laws, and any applicable third-party rights or conditions. However, please note that this permission applies only to any rights that Artsy itself may have with respect to the use of Downloadable Images.
6.4 We are not granting permission or otherwise acting on behalf of any third party with respect to Downloadable Images. We make no representations or warranties, express or implied, that the use of any Downloadable Images in any manner or for any purpose will not violate the copyrights or other rights of third parties (for example, trademark rights, privacy rights or publicity rights).
6.5 When you download or use any Downloadable Images in any manner or for any purpose, you are solely responsible for determining and complying with any applicable third-party rights and conditions.
6.6 Certain rights information, source-identifying information, and conditions may be posted on an item’s listing page on the Services where the Download Image Tool is located, and/or in the “More Info” section of the item’s listing on the Services, and you agree to consult these areas, review any applicable information, and comply with any applicable conditions. You acknowledge that whether or not any such information or conditions are posted on the Services, additional conditions not posted on the Services may apply, and you are responsible for determining and complying with them.
6.7 Your use of Downloadable Images is solely at your own risk. We will not be liable to you or any third party for any claims, demands, damages or losses of any kind resulting directly or indirectly from your use of or inability to use any Downloadable Images in any manner or for any purpose.
7.1 The Services include an online marketplace and features that enable Users to buy, bid on, list, market, offer for sale, and sell artwork and other property. The Services also include features that enable Users to contact us or other Users about items listed on the Services or with other inquiries.
7.2 Minors are not permitted to use the Services as buyers, bidders or sellers. By using the Services to buy, bid on, list, market, offer or sell property, you represent and warrant that you are at least eighteen (18) years old, and that you can enter into and form binding contracts under applicable law.
7.3 Users must receive our express written permission, and may be required (at our sole discretion) to provide additional information and/or to meet additional eligibility requirements, before they are allowed to list, market, offer or sell property on or through the Services. While these Terms apply to sellers, these Terms alone do not permit you to use the Services as a seller.
7.4 Our Conditions of Sale contain important information and additional terms and conditions that apply to the Artsy marketplace. Our Conditions of Sale are incorporated into and considered a part of these Terms, and can be viewed at: artsy.net/conditions-of-sale. Please read them carefully before buying, bidding on, inquiring about, listing, marketing, offering or selling any property on or through the Services.
7.5 Please note that as a marketplace, we do not own, take title to, have possession of, or sell the property listed, marketed, offered or sold on or in connection with the Services (whether online or offline). We do not sell property on behalf of the seller. All property is offered for sale and sold directly from the seller to the buyer, and we are not a party to any sale. We do not transfer, and are not responsible for transferring, legal ownership or physical possession of property from the seller to the buyer.
7.6 We may facilitate communication or payment between buyers, bidders, and sellers in connection with some property. However, such Services are offered for convenience only. We have no agency authority and are not the agent of any buyer, bidder, or seller for any purpose. Our involvement in any sale transaction is limited to accepting payment from the buyer on behalf of the seller in connection with the sale of some property.
7.7 We do not endorse or control and are not responsible for the conduct (whether online or offline) of any buyer, bidder or seller. We make no representations or warranties as to the character, reputation, policies or practices of any buyer, bidder or seller. We make no representations or warranties that any buyer, bidder or seller will complete any transaction or otherwise perform as promised.
7.8 We do not endorse and make no representations or warranties of any kind, express or implied, with respect to: (i) Users’ listings on the Services or related User Content, whether as to accuracy, completeness, reliability or otherwise; or (ii) any property listed, marketed, offered or sold (whether online or offline) by any User and/or third party, whether as to condition, size, description, provenance, attribution, authenticity, merchantability, fitness for a particular purpose, or otherwise.
7.9 We reserve the right, at any time at our sole discretion, to refuse to list, de-list, or delay or suspend listing of any property on the Services.
7.10 We may receive a commission from some sellers on some sales, subject to separate agreements between us and those sellers.
8.1 You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to):
8.2 Without limiting other rights or remedies, we reserve the right to limit, terminate or suspend any User’s account and/or access to or use of any or all of the Services, at any time at our sole discretion, if we believe that such User is violating the rights of any third party, that such User’s conduct may be exposing us or other Users to legal or financial liability, or that such User is acting inconsistently with the letter or spirit of these Terms, and we will have no liability to such User for doing so.
9.1 We may offer you the use of Artsy mobile applications, including applications that may be downloaded from the iTunes App Store (“iTunes-Sourced Apps”), and applications that may be accessed by other means.
9.2 Your use of our mobile applications is subject to these Terms and any applicable Service Terms that we may post on the Services or otherwise make available to you in connection with our mobile applications, for example, by posting them to the iTunes App Store.
9.3 We may update any of our mobile applications without notice, at any time at our sole discretion, and these Terms will apply to any updated versions.
9.4 The following terms and conditions in this section 9.4 apply only with respect to iTunes-Sourced Apps:
10.1 The Services may include links and features that enable you to access other websites or services, and other websites or services may include links to the Services.
10.2 Such links and features are for convenience only, and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
10.3 You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
10.4 You agree that the Artsy Parties (defined below) will not be liable or responsible to you or any third party, directly or indirectly, for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
11.1 YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY CONTENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, 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 THE SERVICES 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 THAT THE USE OF THE SERVICES IN ANY MANNER WILL GIVE RISE TO ANY SPECIFIC RESULTS.
11.2 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.
11.3 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.
11.4 Some jurisdictions do not allow the exclusion of implied warranties, so some of the exclusions provided above in this section 11 may not apply to you.
12.1 We may provide rules for using the Services, but the Artsy Parties do not endorse or control and are not responsible for the conduct (whether online or offline) of any User and/or third party on or in connection with the Services.
12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE ARTSY PARTIES 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 CONNECTION WITH: (i) ANY DISPUTES BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES; (ii) ANY USER CONTENT, CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OR USER CONTENT, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, YOUR ACCOUNT OR YOUR USER CONTENT; (iii) ANY ARTWORK OR OTHER PROPERTY EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD (WHETHER ONLINE OR OFFLINE) BY ANY OTHER USER OR OTHER THIRD PARTY; OR (iv) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND ONE (1) OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES. 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.
13.1 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) THE SERVICES; (iii) THE USE OF OR INABILITY TO USE THE SERVICES; (iv) ANY CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY OTHER USER OR OTHER THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES; OR (v) ANY CONTENT, GOODS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES (WHETHER ONLINE OR OFFLINE) BY US OR ANY OTHER USER OR OTHER THIRD PARTY.
13.2 IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID US (IF ANY) TO USE THE SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY.
13.3 THE EXCLUSIONS AND LIMITATIONS OF LIABILITY PROVIDED ABOVE IN SUBSECTIONS 13.1 AND 13.2 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 TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS PROVIDED ABOVE IN SUBSECTIONS 13.1 AND 13.2 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.
14.1 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 breach of any of these Terms (including any term or condition incorporated into these Terms by reference); (ii) Your User Content; (iii) any misrepresentation made by you; or (iv) your violation of any law or the rights of any third party, including but not limited to any intellectual property right, privacy right or publicity right.
14.2 We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate as fully as reasonably required by us in conducting such defense. In any event, you agree not to 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 the Services.
15.1 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, without regard to conflict of laws provisions, and without regard to your state or country of residence.
15.2 You agree that any claims, actions or disputes involving you and us arising out of or related to these Terms or the Services 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.
15.3 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 the Services must be filed within the applicable statute of limitations or, if earlier, one (1) year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred.
15.4 The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to the Services, these Terms, or any other agreement between you and us.
15.5 Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.
16.1 The Services are based in the United States. We make no representations or warranties that the Services are appropriate or available for use outside of the United States.
16.2 If you are located outside of the United States, you represent and warrant that your access to and use of the Services complies with all applicable local, state, national, and international laws, rules, and regulations.
16.3 If you are located in a country embargoed by the United States, or you are on the U.S. Treasury Department’s list of Specially Designated Nationals (or any other U.S. Government list of commercially restricted parties), you must not perform any transaction or engage in any other commercial activity on or in connection with the Services. You must not access or use the Services if you are prohibited from receiving products, services, or software originating from the United States.
17.1 The Services are updated frequently, and their form and functionality may change without notice. We reserve the right to change, modify, add, remove or discontinue the appearance, design, functionality, and all other aspects of any and all of the Services, in whole or in part, temporarily or permanently, with or without notice, for any or no reason, at any time at our sole discretion.
17.2 You agree that 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 the Services, including, but not limited to, any loss of or inability to do business or to provide or use any product, service or Content.
18.1 Our business changes with time, and these Terms will change also. We reserve the right to change these Terms from time to time at our sole discretion, including the right to change, modify, add or remove any part of these Terms.
18.2 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.
18.3 By continuing to use the Services after any changes to these Terms become effective, you agree to be bound by such changes and the updated Terms.
18.4 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.
18.5 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.
18.6 You agree that 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 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.
19.1 You may discontinue your use of the Services at any time, subject to any other written agreements that you may enter into with us regarding the Services.
19.2 Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to limit, terminate or suspend your access to or use of any or all of the Services, and/or to reclaim or repurpose any username or URL on the Services, 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.
19.3 After any termination of these Terms and/or after you otherwise stop using the Services, 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: 3 (Ownership), 5 (User Content and Communications), 7 (Marketplace and Sales), 10 (Other Websites and Services), 11 (Disclaimer of Warranties), 12 (General Release), 13 (Limitation of Liability), 14 (Indemnification), 15 (Choice of Law and Dispute Resolution), 17 (Changes to the Services), 18 (Changes to these Terms), 19 (Termination), 24 (Miscellaneous).
20.1 We respect the intellectual property rights of others, and we expect Users to do the same. In accordance with the Digital Millenium Copyright Act (“DMCA”), we will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent (“Copyright Agent”), whose contact information is listed below.
20.2 We reserve the right to remove or disable access to any Content on the Services claimed to be infringing, at any time at our sole discretion, without notice or liability. In appropriate circumstances, we will also terminate Users and account holders who are repeat infringers.
20.3 If you believe that Content on the Services has been used in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing all of the following information ("DMCA Notice"):
20.4 If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing, or that the use of such Content is authorized by the copyright owner, the copyright owner’s agent, or the law, you may provide our Copyright Agent with a written counter-notice containing all of the following information ("Counter-Notice"):
20.5 Our Copyright Agent designated to receive DMCA Notices and Counter-Notices may be contacted as follows:
20.6 You acknowledge that your DMCA Notice or Counter-Notice may not be valid if it is not addressed to our Copyright Agent, or it does not provide substantially all of the information specified above. To help us receive your DMCA Notice or Counter-Notice in a timely manner, please send it by email if possible.
20.7 If you provide us with a DMCA Notice, we may forward a copy of it (including your contact information) to the provider of the disputed Content, and you consent to us doing so.
20.8 Please note that the procedure set out above in this section is intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal liability for perjury, and civil penalties, including monetary damages, court costs, and attorneys’ fees. If you are not sure whether you are (or are authorized to act on behalf of) the owner of an exclusive right in any disputed Content, you may wish to consult an attorney regarding your rights and obligations under the DMCA and any other applicable laws. While we cannot offer you legal advice, more information about the DMCA is available at: www.copyright.gov/legislation/dmca.pdf.
21.1 We use Balanced (“Balanced”) as our third-party service provider for payment services such as credit card acceptance, merchant settlement and related services.
21.3 You may contact Balanced directly for payments support by email at email@example.com, or by phone at +1 (888) 744-2622.
21.4 From time to time, we may use other third-party service providers to provide payment services on or in connection with the Services, in which case the terms and conditions of those service providers will apply to the use of payment services provided by them.
22.1 We may post information and listings on the Services and/or on third-party social media services describing careers with Artsy, internships, and positions for which we are or may be hiring.
22.2 Please note that such information and listings are for general informational use only, may be changed by us at any time without notice, and are not an offer of employment or any other offer or warranty by us.
23.1 We may offer or conduct promotions, sweepstakes, or contests (“Promotions”) on or in connection with the Services, either by ourselves or in collaboration with third parties.
23.2 Your participation in Promotions is subject to these Terms and any official rules that may be posted on the Services or otherwise made available to you in connection with Promotions (“Promotion Rules”). If these Terms conflict with any Promotion Rules, those Promotion Rules will control for that conflict.
24.2 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.
24.3 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.
24.4 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, and all rights granted to or reserved by us under these Terms, will inure to the benefit of, and are intended to be enforceable by, our successors and assigns.
24.5 There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
24.6 No agency, partnership, joint venture, employment, or franchise relationship is created or implied by these Terms or your use of the Services.
24.7 Nothing in these Terms will prevent us from complying with the law.
24.8 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.
24.9 The section titles in these Terms are for convenience only and have no legal or contractual effect.
25.1 If you have any questions or comments about these Terms or the Services, please email us at firstname.lastname@example.org.
25.2 Artsy is located at: 401 Broadway, 25th Floor, New York, New York, 10013, U.S.
These Terms are effective October 13, 2014.
Last Modified: September 10, 2014