The following definitions are used in these Terms:
1.1 "Services" means the Artsy website, products and services, including the API, accessible online, through Artsy's iPhone mobile application and Artsy's iPad mobile application, and derivatives of these, whether now existing or in the future.
1.2 "User" means any person or entity that accesses or uses the Services in any manner, including you.
1.3 “Application" means an application, website or other interface.
1.4 "Your Application” means each non-commercial application, website or other interface that you develop, own or operate that in any way accesses, uses or interacts with the API.
1.5 “Content” means images, text, information, data, software, computer code, audio, video, and other material.
1.6 “API Content” means all Content located on or accessed through the API. API Content includes Artsy API Content, and all User Content that may be located on or accessed through the API.
1.7 “Artsy API Content” means all Content that we provide on or through the API, including Content licensed from a third party, but excluding User Content.
1.8 “User Content” means all Content that a User submits, posts, publishes or otherwise provides on or through the Services, including but not limited to Your User Content.
1.9 “Your User Content” means all Content that you submit, post, publish or otherwise provide on or through the Services.
1.10 "Artwork Images” means all images located on or accessed through the API that depict one (1) or more artworks, architectural works, or other works of creative authorship.
1.11 “Documentation” means all documentation and/or instructions that we may make available with the API, including but not limited to any information that we post on the developers section of the Artsy website.
1.12 “on the Services” means on the API and/or on the Artsy website.
2.1 You may use the API only if you can form a binding contract with us, and only as permitted by law. You are not permitted to use the API if you are a person under the age of eighteen (18). If you are accepting these Terms and using the API 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.
2.3 Subject to these Terms, we grant you a limited, worldwide (except as limited by these Terms), non-exclusive, non-sublicensable, non-transferable, revocable license to use the API in the manner permitted by these Terms. This license will terminate automatically if you breach any of these Terms. We may also terminate this license at any time for any reason, as provided in section 18 of these Terms.
2.4 You agree to register for an Artsy account and to provide true and accurate information in doing so. After you register, we will provide you with an Application ID and a secret access code (each, “Your Key”) that you will use to access the API. You must not access the API without Your Key. You must not share Your Key with any third party or permit any third party to use Your Key.
2.5 Your Key may only be used in connection with one (1) Application. If you wish to use the API in connection with more than one (1) Application, you must request an additional Key from us in each case, which may be granted or denied at our sole discretion.
2.6 You are responsible for maintaining the confidentiality of Your Key and your account password. You are responsible for all activities that occur under or through Your Key or 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 Key or your account or password, or other breach of security relating to the Services. You agree to immediately report to us any security flaws that you may discover in the Services.
2.7 We may choose to provide you with support or modifications for the API (collectively “Support”). However, we have no obligation to do so, and we may terminate any and all Support, at any time at our sole discretion, without notice or liability.
2.8 We are currently making the API available to you under these Terms free of charge. However, providing the API has real costs for us, including engineering work. We reserve the right to charge for future use of the API at our sole discretion.
2.9 As a condition of making the API available to you under these Terms, you consent to receive communications from us electronically. You agree that we may communicate with you by email and/or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
2.10 You are responsible for providing any equipment, Internet, and telecommunication service necessary to use the API and/or to communicate with us at your own cost.
2.11 You represent and warrant that: (i) you have all necessary rights and authority to enter into these Terms and perform your obligations under these Terms; (ii) none of your performance under these Terms and no part of these Terms will violate any agreement or obligation that you have with or to any third party; and (iii) if you are a business, you are duly organized, validly existing, and in good standing in the country where you are registered.
3.1 You may access and use API Content only as needed to develop and operate Your Application. You may not access or use any API Content (or any copies thereof) for any other purpose. You will not allow the API Content or Your Application to be used to encourage or promote illegal activity.
3.2 You may access and use API Content only as permitted by the normal functionality and restrictions of the API, and only as permitted by any applicable Documentation.
3.3 You may cache API Content for a reasonable period of time to improve the functionality of Your Application. If you do, you will make commercially reasonable efforts to keep the cached API Content up to date and replace it in Your Application as applicable.
3.4 If API Content changes or becomes unavailable at any time, you agree to modify Your Application as applicable to reflect such changes within twenty-four (24) hours after you are notified (for example, through the API) of such changes, including but not limited to: (i) replacing in Your Application any API Content that has been modified on the Services; (ii) deleting or removing from Your Application any API Content that has been deleted or removed from the Services; and/or (iii) disabling access on Your Application to any API Content that has been marked as private or otherwise unavailable on the Services.
3.5 You will not modify any API Content unless we or (as applicable) the appropriate third-party rights holder have given you express prior written permission to do so, except that you may modify the format of API Content to accommodate the format of Your Application.
3.6 You will not (and will not assist or encourage any third party to) rent, sell, lease, commercially license, rent or sell derivative works or products based on, or otherwise derive revenue in any currency from, any API Content (or any copies thereof).
3.7 API Content may contain copyright or trademark notices, or other proprietary notices indicating its source or ownership, and may be subject to third-party rights (for example, and without limitation, copyrights, trademark rights, privacy rights or publicity rights) and third-party conditions (for example, and without limitation, attribution requirements or additional licenses). You are solely responsible for determining and complying with all such applicable third-party rights and conditions that may apply to your use of any API Content in any manner or for any purpose. You will not remove, modify or conceal any such notices on the Services, in Your Application or elsewhere.
3.8 You will not transfer any data that you obtain through the API (including but not limited to any User data, whether or not it is anonymous or aggregated) to (or use any such data in connection with) any ad network, data broker, or other advertising or monetization related service.
3.9 If you obtain any data about a User through the API, you will delete all such data within twenty-four (24) hours if that User asks you to, unless you are required to keep such data by applicable law or regulation or by a separate agreement with us. You will not use the API to access, aggregate or store any geographic location information associated with any User, or to collect any User’s password or transaction or inquiry records. You will not store, use or disclose any User's non-public information.
3.10 Some Artwork Images, software, or other API Content may be offered under a third-party license (such as a Creative Commons license or an open source license) that we will notify and/or make available to you. Such license may be more permissive than some of these Terms, and/or may contain provisions that expressly override some of these Terms, in which case such license will control with respect to the use of such API Content (but not with respect to the use of any other API Content).
4.1 In order for you to be able to use the API pursuant to these Terms, Your Application must be non-commercial. For example, you cannot: (i) charge any individual or entity a fee or otherwise ask or require them to pay to access or use Your Application (or any part thereof); or (ii) otherwise derive revenue through the operation, provision or use of Your Application (including but not limited to advertising or licensing revenue).
4.2 You agree to obtain and maintain all necessary rights and licenses related to Your Application, and to ensure that Your Application does not violate or infringe the rights of any third party.
4.3 Your Application, and the look and feel of Your Application, must not be confusingly similar to any of the Services (as determined at our sole discretion).
4.4 We reserve the right, but have no obligation, to monitor Your Application (which may include using Your Application) for compliance with these Terms, and to analyze Your Application for any purposes, without notice, at any time at our sole discretion.
4.5 You agree to comply with all applicable local, state, national, and international laws, rules, and regulations in connection with Your Application, and you will require your users to also comply with the foregoing.
5.1 In these Terms, "Brand Features" means trademarks, service marks, logos, product names, domain names, and other distinctive brand features.
5.2 Except as expressly provided in these Terms, these Terms do not grant you or us any right, title, or interest in or to each other’s Brand Features. All use of our Brand Features by you or anyone else, and all goodwill associated with such use, will inure to our benefit.
5.3 You agree that you will not: (i) include any of our Brand Features in the name of Your Application or in your domain name; (ii) modify any of our Brand Features; (iii) make any oral or written statement or use any of our Brand Features (in connection with Your Application or otherwise) in any way that incorrectly suggests our affiliation with, endorsement of, or responsibility for, you or Your Application; and (iv) register (or attempt to register) or use any Brand Features (including domain names) that are in any way confusingly similar to any of our Brand Features or that include any of our Brand Features. If you acquire any rights in any of our Brand Features, or in any other confusingly similar trademarks, service marks or logos, whether by operation of law or otherwise, you will, at no expense to us, immediately assign such rights to us. Your obligations provided in this section 5.3 will survive these Terms and your use of the API.
6.1 In Your Application, you agree to post the following notice: “This application uses the Artsy API but is not endorsed or certified by Artsy.” The words "Artsy API" in this notice must hyperlink to the developers section of the Artsy website at: developers.artsy.net. We may include additional attribution requirements applicable to the use of API Content in Documentation or otherwise make such requirements available to you. You agree to comply with all such requirements, as amended by us from time to time.
6.2 If you use an Artwork Image in Your Application, in addition to the notice required in section 6.1 above, you will post the following notice prominently in Your Application: "This application features images from the Artsy API." The words "Artsy API" in this notice must hyperlink to the developers section of the Artsy website at: developers.artsy.net. We may request that you change the size, location and/or language of this notice in Your Application at any time at our sole discretion, and you agree to comply with any such requests as soon as reasonably practicable.
6.3 You will not use our logo in Your Application without our express prior written permission. If we grant you such permission, any use of our logo must be less prominent than the logo or mark that primarily describes Your Application, and must not imply any endorsement by us.
6.4 You will not include any Content in Your Application, or make any oral or written statement to any third party, in any way suggesting (as determined at our sole discretion) that we endorse Your Application.
6.5 When discussing or promoting the API, we may use your name and logos, and screenshots or video captures of Your Application, to demonstrate your use of the API. You grant us all necessary rights for these purposes on a non-exclusive, worldwide, and royalty-free basis.
You agree that you will not (and will not attempt to, or assist or encourage any other person or entity to), except as otherwise permitted by these Terms:
8.1 Artsy owns all rights, title, and interest in and to the Services (including but not limited to the API), and all Content that we create or derive therefrom, including but not limited to all intellectual property rights therein.
8.2 Artsy and (as applicable) our licensors own all rights, title, and interest in and to the API Content, including but not limited to all intellectual property rights therein.
8.4 You own all rights, title, and interest in and to Your Application (excluding the Services, API Content (other than Your User Content), our Brand Features, and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein.
8.5 Neither these Terms nor your use of the API grants you any ownership over the API, any API Content, our Brand Features, or any rights therein. Except for the limited license to use the API that we grant you under these Terms, neither these Terms nor your use of the API grants you any license or permission under any copyright, trademark, or other intellectual property rights of Artsy or any third party, whether by estoppel, implication or otherwise.
8.6 You may provide us with feedback, comments or suggestions (collectively, “Feedback”) related to the API, API Content and/or the use thereof. You agree that we will be free to copy, distribute, disclose, modify, create derivative works from, license, sublicense, publicly display, incorporate, and otherwise use any and all Feedback (and any derivative works thereof) for any commercial and non-commercial purposes, with no obligation of any kind to you.
8.7 All rights not expressly granted under these Terms are withheld.
YOUR ACCESS TO AND USE OF THE API IS AT YOUR OWN RISK. THE API IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE API OR ANY API CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED 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: (i) THE API OR ANY API CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, FREE OR ERRORS, ACCURATE, RELIABLE, COMPLETE, TIMELY, SECURE, OR FREE OR VIRUSES OR OTHER HARMFUL COMPONENTS; (ii) ANY ERRORS IN THE API OR ANY API CONTENT WILL BE CORRECTED AT ANY TIME; OR (iii) THE USE OF THE API OR ANY API CONTENT IN ANY MANNER WILL GIVE RISE TO ANY SPECIFIC RESULTS. IF THE USE OF THE API 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. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) THAT YOU OBTAIN FROM ANY OF THE ARTSY PARTIES, OR THROUGH THE SERVICES OR ANY API 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.
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 THE USE OF OR INABILITY TO USE THE API. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE API 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 THE API DURING 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 DAMAGE 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.
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 ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE API. 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.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Artsy and the Artsy Parties 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 the API; (ii) your breach or alleged breach of any of these Terms; or (iii) Your Application. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of the API.
These Terms, and the rights and obligations of you and us under these Terms, will be governed by and construed and enforced in accordance with the laws of the State of New York and, to the extent applicable, the laws of the United States, excluding any conflicts of laws principles, and without regard to your state or country of residence. You agree that all claims, actions or disputes involving you and us (whether or not involving any third parties) arising out of or related to these Terms or the API (each, hereinafter, a “Claim”) must be resolved exclusively in a state or federal court located in New York County, New York, United States. 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 Claims, and you waive any objection as to inconvenient forum. You and we each expressly waive any right to a jury trial in the litigation of any Claims. To the fullest extent permitted by applicable law, if we prevail in any Claim, we will be entitled to recover from you our reasonable attorneys’ fees incurred in connection with such Claim. Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.
14.1 The API is based in the United States. We make no representations or warranties that the API is appropriate or available for use outside of the United States.
14.2 If you are located outside of the United States, you represent and warrant that your access to and use of the API complies with all applicable local, national, and international laws, rules, and regulations.
14.3 You must not access or use the API if you are: (i) located in a country embargoed by the United States; (ii) on any United States government list of prohibited or restricted parties; or (iii) prohibited from receiving products, services, or software originating from the United States.
15.1 You may be given access to certain nonpublic or confidential information, software, and/or specifications in connection with your use of the API, including but not limited to Your Key and any other developer credentials that we may make available to you (collectively, “Confidential Information”).
15.2 You may use Confidential Information only to the extent necessary to exercise your rights under these Terms. You agree to not disclose any Confidential Information to any third party without our express prior written consent. You are fully responsible for all use of the API and Confidential Information.
The API is updated frequently, and its 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 API, temporarily or permanently, with or without notice, for any or no reason, at any time at our sole discretion.
17.1 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.
17.2 You agree that we may notify you of any changes to these Terms by posting the updated Terms on the Services or otherwise making them available to you, and you agree to review these Terms regularly and inform yourself of all applicable changes. All changes to these Terms will be effective when posted on the Services or otherwise made available to you, or at such later date as may be specified in the updated Terms. By continuing to use the API after any changes to these Terms become effective, you agree to be bound by such changes and the updated Terms. If you do not agree to such changes, your license to use the API under these Terms will automatically terminate.
18.1 Your license to use the API under these Terms will continue until terminated by you or us.
18.2 You may terminate your license to use the API under these Terms at any time by discontinuing your use of the API.
18.3 ANY OTHER STATEMENT IN THESE TERMS NOTWITHSTANDING: (i) WE RESERVE THE RIGHT TO TERMINATE THESE TERMS, AND/OR TO LIMIT, REVOKE, SUSPEND OR TERMINATE ANY AND ALL PRODUCTION PERMISSION AND/OR ANY AND ALL ACCESS OR LICENSE TO, OR USE OF, ANY AND ALL OF THE API, AS RELATES ONLY TO YOU, OR AS RELATES TO YOU AND OTHERS, FOR ANY OR NO REASON, WITH OR WITHOUT NOTICE, AT ANY TIME AT OUR SOLE DISCRETION; AND (ii) 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 SUCH LIMITATION, REVOCATION, SUSPENSION OR TERMINATION, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF OR INABILITY TO DO BUSINESS OR TO PROVIDE OR USE ANY PRODUCT (INCLUDING BUT NOT LIMITED TO YOUR APPLICATION), SERVICE, OR API CONTENT.
18.4 If applicable, we may communicate independently with any User whose account is associated with Your Key or Your Application to notify them that your license to use the API has terminated.
18.5 After any termination: (i) you will immediately cease all use of the API, remove all API Content (and all copies thereof) from Your Application (except for Your User Content), and delete all API Content (and all copies thereof) from your possession (except for Your User Content); and (ii) the following will survive and remain in full force and effect: (a) all remedies for breach of these Terms; and (b) sections 2.3 and 5-19 (inclusive) of these Terms.
19.1 We reserve the right, but have no obligation, to monitor the API (and any and all access to or use of the API) for compliance with these Terms, and/or for any other commercial and non-commercial purposes, without notice, at any time at our sole discretion.
19.2 We reserve the right, without notice, at any time at our sole discretion, to develop, distribute, market, acquire, license and/or provide (alone or with third parties) Applications or other products or services that are competitive with and/or similar to Your Application.
19.3 Nothing stated in or implied from these Terms will give any party other than you or us any legal or equitable right, remedy or claim under or with respect to these Terms.
19.4 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.
19.5 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 of these Terms. 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 such 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. In no event will any of these Terms be construed against us on the grounds that we drafted these Terms.
20.1 Any legal notice sent to us by email under these Terms must be sent to firstname.lastname@example.org.
20.2 All other inquiries related to the API should be directed to our engineering team at email@example.com.
20.3 Artsy is located at: 401 Broadway, 26th Floor, New York, NY 10013, U.S.
Last Modified: July 21, 2017.