Terms of Use

Terms of Use for Live Art Market, Inc

LAST UPDATED 2021-04-29

Welcome to LiveArt Market, the leading-edge platform for art sellers to meet art buyers and transact easily and securely via our online process. Our amiable concierges and supplementary services (including anonymous virtual deal rooms, escrow services, storage and online shipping services) are available when you need them.

1. Acknowledgment and Acceptance of the Terms of Use

Live Art Market, Inc., a Delaware corporation (referred to herein as “LAM”, “us” or “we”), owns and operates the LiveArt market site and various related services (together, this “Site”) as an online art marketplace in which prospective sellers can offer to sell works of fine art (a “Work”) to prospective buyers (the “Services”). These terms and conditions (the “Terms of Use”) govern your use of and conduct on the Site. In addition to these Terms of Use, prospective sellers on the Site are subject to the Seller Registration Agreement and prospective buyers are subject to the Buyer Registration Agreement (together, the “Registration Agreements”). In the event of the sale of any Work, the sale will be made directly between the buyer and the seller, and is subject to the Terms of Use, the Registration Agreements as well as the Sale + Purchase Agreement (“SPA”) as executed by the buyer and seller.

By accessing the Site and/or the Services, you agree to be bound by these Terms of Use and the LAM privacy policy and you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the site or the Services; and (c) your use of the site and the Services is in compliance with all applicable laws and regulations.

We reserve the right to revise these Terms of Use from time to time without notice. We will alert you to any revisions by updating the “Last Updated:” date located above. You acknowledge and agree that it is your responsibility to review this site and these Terms of Use periodically and to be aware of any changes. Your continued use of this site after changes to our Terms of Use shall constitute your agreement to be bound by the modified Terms of Use.

 

2. The Services

Our Services are limited to hosting and maintaining the Site for prospective buyers and sellers and providing support, including storing your Work, creating an anonymous virtual deal room for you and the buyer to negotiate the sale with the help of one of our concierges, escrowing the payment, third-party shipping services (including condition checking), a standard Sale + Purchase Agreement (aka “SPA”) for the parties to use, as well as concierge services to help facilitate a transaction. LAM is an intermediary and not a “middleman” in any sale through the Site—we help a seller pass title to an artwork to a buyer in a fine art warehouse in Delaware, but do not pass title ourselves. We are creating an efficient marketplace that allows parties to transact securely, lawfully and efficiently. Our job is to facilitate a sale between parties, and we are not acting as any party’s agent, advisor, fiduciary, attorney or representative.   LAM makes no representations or warranties with respect to the value, condition, authenticity, title or other information concerning the Work, and disclaims any and all warranties, whether express or implied.

3. Registration and Work Information

Use of certain of the Services may require you to register for an account on the site. By registering, you will be able to upload one or more Works to list for sale or browse art works for sale. At the time of registration, you will be asked to provide us with information about yourself including electronic mail address, phone number or other contact information (“Registration Data”). By registering, you agree to the terms of the applicable Registration Agreement, that all information provided in the Registration Data is true and accurate, and that you will maintain and update this information as required in order to keep it accurate. The information that you provide us may affect what you can see on the Site, and whether you can transact through our platform. For example, if you like to engage with certain Sellers of certain higher-value Works on the Site, we may need additional information from you for KYC purposes or to establish your capacity to purchase those Works.

 

When registering, you will be asked to create a username and password. You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account. You agree to use a strong password and to keep it confidential. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing of your account. You agree to notify us immediately if your account has been compromised.  

 

As part of the Services, prospective sellers will upload images, photos, video, data, text, price history, medium, dimensions, title, date, provenance, exhibition history, literature and other content about their Work (“Work Information”). By uploading the Work Information, you license and authorize us to publish the Work Information on the Site in order for you to offer your Work for sale on our platform Work Information and (2) to enable us to improve our Services, as well as to provide anonymized information to our educational affiliate (LiveArt AI, Inc., a Delaware corporation, aka here “LAAI”) to improve the free informational services that it provides. LAAI will, in turn provide you with an estimate of the value of your Work, which we will use in providing the Services (e.g., by providing the estimate to potential buyers), and you agree that we may do so unless you opt-out of that Service during the registration process. We will not pay you for your Work Information or to exercise any rights related to your Work Information set forth in the preceding sentence. We may remove your Work Information at any time without your consent or notice to you if we deem it necessary in our sole discretion. For all Work Information, you represent and warrant that you have the necessary licenses, rights, consents and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize us to access and use your Work Information as necessary to exercise the licenses granted by you under these Terms of Use.

4. Privacy

The personal data we gather about you on this site, including, but not limited to, the Registration Data, is subject to our Privacy Policy. When registering on the site, you will agree to receive marketing communications by electronic mail from us unless you less us know through the Site that you wish to opt-out of receiving those communications. You may opt out of receiving direct marketing communications in accordance with our Privacy Policy. For other notices, we may communicate with you regarding the Service by electronic mail or direct mail using information you provide to us. We may also send you push notifications if you install the mobile application. If you elect to provide us a mobile number, we may use it to contact you when you make account updates or for account recovery purposes. You may receive recurring messages from us during those account changes. Standard message rates apply, and carriers are not responsible for any delayed or undelivered messages.

5. Fees

There are no fees for accessing the site but there are fees for buying and selling a Work as set forth in the Registration Agreements and the SPA. You are solely responsible for providing, at your own expense, all equipment necessary to access and use the Services, including a computer and modem, and your own Internet access (including payment of service fees associated with such access). We reserve the sole right to either modify or discontinue the site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third-party should we exercise such right. Modifications may include the implementation of fee-based services or changes to the existing pricing structure. Any new features that augment or enhance existing Services on this site shall also be subject to these Terms of Use.

 

6. User Conduct on Site

By using the site and/or the Services and/or posting Work Information, you agree not to:

 

Users who violate systems or network security may incur criminal or civil liability. You agree that we may at any time, and at our sole discretion, terminate your access to the site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

7. Third-Party Websites and Information

This site may link you to other websites on the Internet or otherwise include references to information, databases, websites, documents, software, materials, and/or services provided by other parties, including our affiliates. These other sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by us, or any warranty of any kind, either express or implied. If you decide to access linked third-party websites, you do so at your own risk.

8. Materials on the Website

The site is owned and operated by LAM. User interfaces, website design and layout, information, trademarks, services marks, data, code, software, graphics, algorithm and other elements of the Services (the “LiveArt Materials”) are protected by intellectual property and other laws and are the property of LAM and its third-party licensors. The LiveArt Materials may contain inaccuracies or typographical errors.

You agree not to sell, resell, reproduce, duplicate, copy, or use for any purposes any portion of this site, or use of or access to this site and/or the Services. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

LAM does not assert copyright ownership in the Works depicted on the site. Any use of the artwork or the images is subject to the copyright owner’s permission and the requirements of applicable law. We make no warranty or representation that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties.

 

The site is not intended for minors and the site may contain art that includes nudity or other graphic or literary content that some people may consider offensive.

9. Claims of Copyright Infringement

LAM respects the intellectual property of others, and we ask you to do the same. If you believe that your copyright in a work has been infringed, you should notify our Designated Agent (as identified below) immediately. To be effective, the notification must include:

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), (“DMCA”) , you can send your notification to our Designated Agent::

Designated Agent for Copyright Infringement notifications:

Attention: Data Protection Officer
Live Art Market, Inc.

Trolley Square #2133

Wilmington, DE 19806
347-865-1693
legal@livemarket.com

 

10. DISCLAIMERS, INCLUDING A DISCLAIMER OF WARRANTIES

WE PROVIDE THESE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE FULLEST EXTENT LEGALLY PERMITTED, AND AS SET FORTH IN THE REGISTRATION AGREEMENTS AND THE SPA,WE EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ALL KINDS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICES AND MATERIALS WILL (A) MEET YOUR REQUIREMENTS, (B) BE SAFE, SECURE, UNINTERRUPTED, TIMELY, ACCURATE OR ERROR-FREE, (C) THAT THE RESULTS OBTAINED FROM OUR SITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THAT THE INFORMATION OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND POSSIBLE USEFULNESS OF ANY INFORMATION AVAILABLE ON OR THROUGH THIS SITE.

SOME JURISDICTIONS, STATES, PROVINCES, ETC. DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOSS OR CORRUPTION OF DATA, ANY DIRECT OR INDIRECT LOSS OF SAVINGS, REVENUE OR PROFITS OR ANY DIRECT OR INDIRECT LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED THROUGH THIS SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES LINKED THROUGH THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify and hold us and our affiliates harmless from all liabilities, claims and expenses, including legal expenses such as attorney’s fees, that arise from your use or misuse of this site and/or the Services, including, but not limited to, Work Information that infringes the rights of a third -party or is uploaded without the consent of the owner or the use of any documents or information from this site for purposes other than education and research. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Participation in Promotions

From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

 

14. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site and/or the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your access and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account, including, at our sole discretion, your Work Information and bar any further access to this site. We shall not be liable to you or any third-party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1-15 of these Terms of Use shall survive any termination.

15. Governing Law

All content on the site and the Services are based in the State of Delaware in the United States of America and are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the content and Services outside of the United States and that access may not be legal by certain persons or in certain countries.  Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any service or information available through this site is void where prohibited.

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of law rules and principles. You agree that any disputes, claims or controversies arising out of or relating to this Agreement between yourself and either or both of the Disputing Parties shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration in New York County, New York pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on any award may be entered in any court having jurisdiction, both parties waive any objection which they may have now or hereafter to the laying of venue in Delaware or the exclusive jurisdiction of JAMS over the Parties. The prevailing party as determined by the Arbitrator will be entitled to recover the costs of the dispute, including reasonable attorneys’ fees and other costs, plus interest at the rate authorized by Delaware law. Any cause of action brought by you against us or our affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

16. Notices/Contact Information

All notices to a party shall be in writing and shall be made either via electronic mail or commercial overnight carrier mail. Notices to us must be sent to the attention of legal@liveartmarket.com, if by electronic mail, or at Live Art, Inc., 24A Trolley Square #2133, Wilmington, DE, 19806 if by commercial overnight carrier mail. Our telephone number is +1 484-531-4805.

Notices to you may be sent either to the electronic mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

17. Miscellaneous

In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of Services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.