TERMS

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF USE (“TERMS”); IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

 

Welcome to Origen Art Inc. (“Origen”), the online, peer-to-peer platform for art collectors.  Please continue reading to learn the rules and restrictions that govern your use of Origen, Origen’s websites, and Origen’s mobile app (including all data, contents, and computer code contained on or transmitted from these websites), products, services, and applications (collectively, the “Services.”)

 

These Terms are a binding contract between you and Origen.  These Terms include the terms in this document, as well as those in the Privacy Policy.  By using and accessing the Services, you have read, understood, and agree to be bound by and comply with these Terms.

 

For purposes of these Terms, “you” shall mean either you as an individual or the entity or person on whose behalf you are accepting these Terms.  You represent that you are authorized to accept these Terms.

 

Modification to the Services

Origen constantly strives to improve its Services, so these Terms may need to change along with the Services.  Accordingly, Origen reserves the right to change or modify the Services, any of the terms and conditions contained in these Terms, or any policy governing the Services at any time.

 

You are responsible for regularly reviewing any updates to these Terms.  If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you may no longer use the Services.  If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

Use of the Services

As a condition of using the Services, you represent and warrant that you are at least eighteen (18) years of age.  You may use the Services in one or both of the following capacities (i) an individual collector who wishes to list Works for sale or to display Works in your collection on Origen’s Services (collectively, “Sellers”), or (ii) an individual collector who wishes to purchase Works via the Services (collectively, “Buyers”).  All users of the Services, including without limitation, Buyers and Sellers are collectively “Users.”

 

Origen relies upon a community of independent Sellers that list and sell works on Origen through the Services.  Origen at no time holds possession or title to the Works advertised, listed, and sold through the Services.

 

Origen is not your broker or agent.  Origen is not the Seller of any Works listed on the Services.  Origen merely provides a marketplace for sales between Sellers and Buyers and is not involved in the transaction itself.

 

Origen reserves the right to cease offering the Services at any time.

 

Third Party Content and Websites

As further explained below, some of the Content on the Site is contributed by third parties. Such content does not necessarily represent the views or opinions of Origen. Origen does not assume any responsibility for third-party Content or Communications posted on the Site or Services. Origen does not represent or guarantee the truthfulness, accuracy, or reliability of any such Content. ANY RELIANCE UPON CONTENT POSTED ON THE SITE OR SERVICES BY THIRD PARTIES IS AT YOUR OWN RISK.

 

The Site and some Services contain links and pointers to third party web sites, resources, and sponsors. Links to and from the Site or Services to third-party sites do not constitute an endorsement by Origen or any of its subsidiaries and affiliates of any third party, its site, resources or content. Origen cannot guarantee, represent or warrant that the content contained in these sites is true, accurate, lawful and/or inoffensive or that any third-party site will be free of viruses or will not adversely impact your computer. You should direct any concerns regarding any external link to its site administrator or webmaster.

 

Account Set Up and Data

In order to use the Services, you will be required to sign up for an account, input your e-mail address as your user name, input your first and last name, select a password, and provide certain additional information about yourself or an Origen-tagged Work you own (e.g., pin number) to create your account (“Account Data”). You may not select as your first and last name or e-mail address a name or address that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not input a pin number that is associated with a Work that you do not own.  You may not transfer your account to anyone else without our prior written permission. You promise to provide us with accurate, complete and updated Account Data and to keep your Account Data accurate and current at all times. Edit it at any time by logging in to your account.

 

You consent to the collection and use of your Account Data and certain other information in accordance with our Privacy Policy located at http://content.origenart.com/privacy/.

 

You are responsible for the safekeeping of your password and account and are responsible for all activities, sales, and purchases that occur under your password or account.

 

You agree that you will not purchase Work through the Services for any person or entity other than yourself.

 

You also agree that Origen will not be liable for any loss or damage arising from your failure to keep your password secure.

 

You also agree that Origen may delete, disable, or deactivate your account at any time, without prior notice to you, for any reason whatsoever, including but not limited to your breach of these Terms.

 

We do not knowingly collect or solicit personally identifiable information from children under 18; if you are a child under 18, please do not attempt to register for the Services or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided us personal information, please contact us at info@origenart.com.

 

 

For Buyers (Master Buyer Agreement)

General

This Master Buyer’s Agreement (and the Origen Terms of Service and Privacy Policy which are incorporated herein) (together “Buyer’s Terms”) sets forth the terms and conditions that govern the relationship between Origen and (“you” or “Buyer”) with respect to process, terms and conditions under which you may place offers to purchase Work or otherwise participate as a potential buyer on Origen’s Site (origenart.com).

 

If you wish to access or use the Site to make offers to purchase any of the Works, you must accept the terms and conditions of this agreement (Buyer’s Agreement) without change.

 

YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. We reserve the right to modify or amend these Buyer’s Terms (including, but not limited to, the amount of the Buyer’s Premium) without notice. Changes are effective when posted and your continued use of our Site or Services following the posting of changes to these Terms will mean you accept those changes.

 

The Site provides a venue and mechanism for Sellers to accept Offers on Works and make Counteroffers in response to received Offers from Buyers. As such, Origen is not a party to the actual transactions between buyers and sellers. Sellers are subject to a Master Seller’s Agreement but Origen has no control over individual transactions, and does not guarantee that a Seller will complete any transaction.

 

Use of the Origen Site and the Services is limited to Buyers and Sellers that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not offer to sell or sell, or bid on or offer to purchase items of Property through the Site. Every Buyer and Seller who uses the Services hereby represents and warrants to Origen that he or she or they is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, e-mail address, and valid credit card number, along with other information that may be required from time to time. Providing inaccurate registration information constitutes breach of this Agreement.

 

Use of the Site and Origen’s Services to Make Offers and Accept Counteroffers

Certain of the Services may allow you to make offers on Works using the Services (“Offers”).  If you make an Offer:

  • The Seller has 48 hours to accept, decline, or counter your Offer (“Counteroffer”).  If the Seller takes no action within 48 hours, the Offer will lapse.
  • The Seller may set a minimum reserve price under which the Seller does not wish to receive notifications of pending Offers. Accordingly, if you place an Offer under a Seller’s minimum reserve price, the Seller may not see the Offer.
  • You must honor all Offers you place on the Works and are obligated to complete the transaction with the respective Seller if the Seller accepts your Offer (or if the Seller counteroffers and you accept the Counteroffer). You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
  • You also agree to pay the Buyer’s Premium to Origen with respect to any Work for which your Offer is accepted by the Seller (or if the Seller counteroffers and you accept the Counteroffer). You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
  • Although Origen does not charge your credit card upon submitting an Offer, you certify that you have the funds to pay for your Offer and any applicable taxes, duties, shipping costs and expenses, and buyer’s premium, if the Seller accepts your Offer or if you accept the Seller’s Counteroffer.

 

Certain of the Services may allow you to purchase Works using the Services (“Purchases”). If you purchase any Works using the Services:

  • You agree to pay the Buyer’s Premium, which is currently an additional 15% of the accepted Offer amount or if the Seller counteroffers and you accept the Counteroffer.
  • You agree to pay the amount listed and any all other disclosed amounts, such as the Buyer’s Premium, taxes, duties, shipping costs and expenses.
  • You agree that you are responsible for all payments and taxes associated with your use of the Services.
  • You agree that Origen can automatically charge your credit card during the purchase process. All amounts are in US Dollars only.
  • The Site and its Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations regarding your use of the Site and its Services, including with respect to purchasing and selling Work. The minimum regulatory venue is deemed to be United States of America and the State of New York.
  • You will not allow other persons or entities to post items on the Site or transact on the Site using your membership name. You agree that all Work you purchase on the Site is for you individually and not for anyone else. Unauthorized use of passwords or user accounts is also prohibited.
  • You agree not to share account information with other parties. Origen will not be held liable for any activity resulting from compromised account information.

Buyer’s Premium

If you and the Seller agree on an Offer or Counteroffer amount, you will be responsible for a Buyer’s Premium, which is currently an additional 15% of the agreed-upon purchase amount for the Work. The Buyer’s Premium will be incurred upon the completion of the purchase and is non-refundable, except as set forth herein.

 

The applicable Buyer’s Premium will be charged to your credit card on file with Origen and you hereby authorize Origen to charge such credit card upon the completion of any transaction to which you are a participant. Origen also reserves the right to invoice you for the Buyer’s Premium payable by you hereunder. In such event, you will pay the Buyer’s Premium owed to Origen upon receipt of any invoice therefor. Origen reserves the right to deliver any invoice to you by: (i) posting an invoice to your account section of the Site; (ii) emailing an invoice to you at the address you have provided in your account settings; or (iii) mailing an invoice to the address provided by you at registration to the Site, as such may be updated from time to time by you in accordance with the procedures designated on the Site. Transmission of any invoice in this manner shall constitute receipt. Additionally, you agree not to interfere with the billing process or attempt to circumvent the Buyer’s Premium in any way.

 

Unless otherwise stated, the Buyer’s Premium shall be paid in US Dollars. Origen reserves the right to collect on accounts due by various means, including but not limited to, the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorney’s fees) in the event you fail to pay any amounts due to Origen hereunder.

 

In the rare event Seller is unable or otherwise fails to consummate the transaction in which you are the Buyer, you may be able to request a refund of all or part of any Buyer’s Premium paid by you with respect to such sale. Any request for a refund of the Buyer’s Premium must be made within 60 days of the conclusion of the applicable transaction. Any refund of the Buyer’s Premium shall be made at the sole discretion of Origen. Under no circumstances shall a refund of the Buyer’s Premium be issued in the event you were the Buyer and then failed to cooperate or respond to requests to coordinate shipping or otherwise transport or receive the Work.

 

Shipping

Origen may from time to time contract with outside vendors for services such as packing, crating, and shipping (“Designated Vendors”). Buyer will use the Designated Vendors’ services to effectuate the transaction and will comply with Origen’s and the Designated Vendors’ procedures and terms of use.

 

Sale Cancellation

In the event that your Offer is accepted or you accept the Seller’s Counteroffer but fail to complete the transaction for any reason, including but not limited to failing to cooperate with or pay for shipping, pay the Seller, Origen has the right to retain the Buyer’s Premium.

 

In the event that your payment is not initiated or successfully processed within two weeks after the sale closing, Origen reserves the right to cancel the sale on behalf of the Seller and retain the Buyer’s Premium.

 

Origen reserves the right to collect on accounts due by various means, including but not limited to, the use of collection agencies, legal counsel, and direct charge to payment methods that are on file. You will be responsible for all costs of collection (including reasonable attorneys’ fees) in the event you fail to pay any amounts due to Origen hereunder.

 

Use of Content

You, the Buyer, grant to Origen and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, of any Work purchased by you through the Site (collectively, the “Materials”) for all purposes, in any medium whatsoever. You agree that you as the Buyer will not seek and do not expect any compensation for Origen’s use of any such Materials.

 

Monitoring, Investigation, and Disclosure

Origen has the right, but not the obligation, to monitor any activity and content associated with the Site. Origen may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy) or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including Offers, all of which may be taken by Origen without liability to you or any other person or entity.

Origen reserves the right and has sole discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable.  In addition, Origen may, in its sole discretion, remove any Work or cancel any transaction in progress that it determines has been posted on the Site in violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy). In the event of a removal or cancellation, Origen will not have any liability to you, any Seller or any other person or entity with respect to the offer of such Work or the cancellation of the sale. Origen also reserves the right to terminate this contract or to suspend use of the Site and/or Service to any user at any time and for any reason without notice or explanation.

All information we collect on this Site is subject to our Privacy Policy.  By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Further, as permitted by applicable law, Origen also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect Origen’s systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site, Origen’s business and systems or other purposes deemed reasonable by Origen, Origen may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history, and posted content.

 

Dispute Resolution

It is Origen’s policy that Sellers carefully describe all Work offered for sale on the Site and they warrant that the information is truthful and accurate and contains no material misrepresentations or omissions. This includes the Work’s authenticity, provenance, and condition. Origen’s policy requires Sellers to disclose damage to the Work or the condition of the Work on the Site.

 

Because Origen is not a party in the actual transaction between a Seller and Buyer conducted through the Site and is not the agent of either for any purpose, Origen does not have the duty to attempt to resolve or resolve any disputes between participants related to or arising out of any such transaction. Origen has no control over and does not guarantee the quality, safety, or legality of an item offered for sale through the Site, the truth or accuracy of listings, the authority of Sellers to sell items or pass title, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction. No statement by any Seller regarding condition, kind, value or quality of a Work shall be construed to be an expressed or implied warranty, representation or assumption of the liability by Origen.

 

Accordingly, Sellers and Buyers should resolve amongst themselves all disputes between them arising from the use of this Site. Origen reserves the right, but has no obligation, to investigate either a Seller’s or a Buyer’s complaint with respect to any Work offered for sale through the Site. You agree to cooperate with any investigation that Origen may conduct in response to a claim, and to provide Origen with any documentation in your possession or control.

 

Indemnification

You agree to indemnify, defend and hold harmless Origen, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs and expenses of any kind related thereto (including without limitation, attorneys’ fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from: (i) your use of, or inability to use, the Site or Services (including without limitation any claim related to any Property bid on or purchased by you on the Site); (ii) any negligence, willful misconduct or any breach of this Agreement and any terms and/or policies incorporated by reference herein (including without limitation, breach of any warranty, covenant or obligation hereunder by you); (iii) your violation of any State, Federal, Foreign or International laws, codes or regulations; and (iv) your violation of any third party’s rights, including but not limited to, infringement of copyright, violation of any proprietary right or invasion of any privacy rights. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. Origen reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action or other matter without the prior written consent of Origen.

 

Disclaimer of Warranties

Origen does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Origen reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.

 

THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS. THIS SITE IS INTENDED FOR PEOPLE OVER THE AGE OF 18.

 

NEITHER ORIGEN NOR ITS CONTENT PROVIDERS WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

Release

BECAUSE ORIGEN IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, YOU RELEASE ORIGEN (AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ORIGEN.

 

Non-United States Residents

Origen makes no representation that any Work offered for sale on this Site or purchased by you on this Site may be legally exported from the country of location of the Property or imported into any other country, including that of Buyer. Buyer and Seller are responsible for obtaining and completing all necessary import and export forms, permissions, licenses in conformance with the law of the applicable location to effectuate the transactions contemplated by this Buyer’s Agreement.

 

Survival

The following Sections survive any termination of this Buyer’s Agreement: Use of the Site; Buyer’s Premium; Shipping; Use of Content; Monitoring, Investigation and Disclosure; Dispute Resolution; Indemnification; Disclaimer of Warranties; Release; Non-United States Residents; General Provisions.

 

General Provisions

These Buyer’s Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ORIGEN MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ORIGEN PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

 

These Buyer’s Terms constitute the entire agreement between you and Origen with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. You shall not assign these Buyer’s Terms to any other entity or person without the prior written consent of Origen. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. No waiver by either you or Origen of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to Origen must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.

 

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.

 

 

For Sellers (Master Seller Agreement)

General

This Master Buyer’s Agreement (and the Origen Terms of Service and Privacy Policy which are incorporated herein) (together “Seller’s Terms”) sets forth the terms and conditions that govern the relationship between Origen and (“you” or “Seller”) with respect to process, terms and conditions under which you may receive offers on Works on Origen’s Site (origenart.com).

 

If you wish to access or use the Site to receive offers for purchase of any of the Works, you must accept the terms and conditions of this agreement (Seller’s Agreement) without change.

 

YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. We reserve the right to modify or amend these Buyer’s Terms (including, but not limited to, the amount of the Buyer’s Premium) without notice. Changes are effective when posted and your continued use of our Site or Services following the posting of changes to these Terms will mean you accept those changes.

 

The Site provides a venue and mechanism for Sellers to accept Offers on Works and make Counteroffers in response to received Offers from Buyers. As such, Origen is not a party to the actual transactions between buyers and sellers. Buyers are subject to a Master Buyer’s Agreement but Origen has no control over individual transactions, and does not guarantee that a Buyer will complete any transaction.

 

Use of the Origen Site and the Services is limited to Buyers and Sellers that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not offer to sell or sell, or bid on or offer to purchase items of Property through the Site. Every Buyer and Seller who uses the Services hereby represents and warrants to Origen that he or she or they is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, e-mail address, and valid credit card number, along with other information that may be required from time to time. Providing inaccurate registration information constitutes breach of this Agreement.

 

Use of the Site and Origen’s Services to Accept Offers, Counteroffer, and Sell

Certain of the Services may allow you to list Works for sale from your collection using the Services, accept offers on Works in your collection using the Services (“Offers”), to send counteroffers in response to a Buyer’s Offer using the Services (“Counteroffers”).  If you list Works for sale, accept an Offer, or make a Counteroffer:

  • You will keep up to date the Work’s current condition (under Resale Detail), including any damage to the Work or all known or suspected modification of the Work’s original condition.
  • You may set a minimum price for incoming Offers (“Reserve Price”). If you elect not to set a Reserve Price (under Resale Detail), you will be notified of all Offers regardless of the Offer amount.
  • You must keep up to date the location (zip code and address) of where the Work resides. If the Work moves to a different location, including a storage location, you must update this information under Resale Detail immediately.
  • If you have lost or misplaced a Work or no longer own the Work or have clear title to the Work, you will contact Origen immediately to remove the Work from your collection on Origen’s Site.
  • It is your responsibility to determine whether any taxes (including taxes on gains) apply to any sale or transactions conducted by you through the Site and to collect, report, and remit the correct tax to the appropriate tax authority. We have the right to withhold relevant tax amounts from any net sale proceeds due to you for the purpose of paying taxes on your behalf if required by law to do so. You agree to indemnify and hold harmless Origen for any claim or liability arising from your breach of these provisions.
  • You will complete the transaction(s) as described by this Seller’s Agreement. You agree to honor the transaction contract.
  • You will not fail to make available for packing, pick up, or delivery a Work for which payment was accepted.
  • You will not refuse to accept payment for an item at the end of a successful sale. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
  • You agree that Origen’s payment processing providers may delay payout to you until the Work is picked up from you. You recognize that Origen is not an escrow agent.
  • You confirm that your name, e-mail address, and address provided to Origen are accurate. You also agree to give us any information and documents we may reasonably need to satisfy our client identification and registration procedures, and you confirm that all the information and documents you give us are accurate and are originals or true copies of the originals.
  • The Site and its Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations regarding your use of the Site and its Services, including with respect to purchasing and selling Work. The minimum regulatory venue is deemed to be United States of America and the State of New York.
  • You will not allow other persons or entities to post items on the Site or transact on the Site using your membership name. Unauthorized use of passwords or user accounts is also prohibited.
  • You agree not to share account information with other parties. Origen will not be held liable for any activity resulting from compromised account information.
  • You agree that Origen can cancel a sale if we reasonably believe that completing the transaction is or may be unlawful or we reasonably decide that the sale of the Work places us or you under any liability to anyone else or may damage our reputation. In these circumstances you authorize us to notify the Buyer of the cancelled sale and of their obligation to return of the item of Property. If the Buyer has already paid you for the purchase, you must repay the Buyer the purchase price when we ask you to do so. You may contact Origen for assistance with identifying the source of funds that you receive from the Buyer.

Fees

If you accept a Buyer’s Offer or the Buyer accepts your Counteroffer amount, you will be responsible for a Seller’s Commission, which is equal to 5% of the agreed-upon purchase amount for the Work. The Buyer’s Premium will be incurred upon the completion of the purchase and is non-refundable, except as set forth herein.

 

The applicable Seller’s Commission will be subtracted from the total transaction price that you receive for the Work that has sold.

 

Seller’s Warranties

Seller warrants that (i) Seller has the right to offer the Work for sale through the Site; (ii) Seller has good and unencumbered title to any Work offered for sale by Seller through the Site (or acts as authorized agent for same) and good and unencumbered title and right to possession to the Work will pass to the Buyer of such Property at the time of sale; and (iii) if applicable, the Work has been lawfully imported into the jurisdiction in which it is currently located and that any applicable tariffs and taxes have been properly paid. Seller further warrants the accuracy of the posted information on all items of Property listed by Seller, or by Origen on Seller’s behalf, for purchase on the Site. Origen reserves the right to terminate any sale of any item which it believes in its sole discretion is not authentic or where authenticity is substantially not as described in the listing. Origen will have no liability to the Seller or other person or entity (including any potential Buyer) in any transaction terminated by Origen.

 

Shipping

Origen may from time to time contract with outside vendors for services such as packing, crating, and shipping (“Designated Vendors”). Seller will use the Designated Vendors’ services to effectuate the transaction and will comply with Origen’s and the Designated Vendors’ procedures and terms of use.

 

Use of Content

It shall be Seller’s sole and exclusive responsibility to secure any necessary permissions and/or authorizations to list, post, or display any Works on the Site where such rights are held by third parties. You, the Seller, grant to Origen and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free, perpetual license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, of any Work listed by you through the Site (collectively, the “Materials”) for all purposes, in any medium whatsoever. You agree that you as the Seller will not seek and do not expect any compensation for Origen’s use of any such Materials.

 

Monitoring, Investigation, and Disclosure

Origen has the right, but not the obligation, to monitor any activity and content associated with the Site. Origen may, but shall not be obligated to, investigate any reported violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy) or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including Offers, all of which may be taken by Origen without liability to you or any other person or entity. Origen reserves the right and has sole discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable. In addition, Origen may, in its sole discretion, remove any Work or cancel any transaction in progress that it determines has been posted on the Site in violation of this Agreement or any of its policies and guidelines (including, without limitation our Privacy Policy). In the event of a removal or cancellation, Origen will not have any liability to you, any Seller or any other person or entity with respect to the offer of such Work or the cancellation of the sale. Origen also reserves the right to terminate this contract or to suspend use of the Site and/or Service to any user at any time and for any reason without notice or explanation.

 

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

Further, as permitted by applicable law, Origen also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect Origen’s systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of the Site, Origen’s business and systems or other purposes deemed reasonable by Origen, Origen may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history, and posted content.

 

Dispute Resolution

It is Origen’s policy that Sellers carefully describe all Work offered for sale on the Site and you warrant that the information is truthful and accurate and contains no material misrepresentations or omissions. This includes the Work’s authenticity, provenance, and condition. Origen’s policy requires Sellers to disclose damage to the Work or the condition of the Work on the Site.

 

Because Origen is not a party in the actual transaction between a Seller and Buyer conducted through the Site and is not the agent of either for any purpose, Origen does not have the duty to attempt to resolve or resolve any disputes between participants related to or arising out of any such transaction. Origen has no control over and does not guarantee the quality, safety, or legality of an item offered for sale through the Site, the truth or accuracy of listings, the authority of Sellers to sell items or pass title, the ability of Buyers to pay for items, or that a Buyer or Seller will actually complete a transaction. No statement by any Seller regarding condition, kind, value or quality of a Work shall be construed to be an expressed or implied warranty, representation or assumption of the liability by Origen.

 

Accordingly, Sellers and Buyers should resolve amongst themselves all disputes between them arising from the use of this Site. Origen reserves the right, but has no obligation, to investigate either a Seller’s or a Buyer’s complaint with respect to any Work offered for sale through the Site. You agree to cooperate with any investigation that Origen may conduct in response to a claim, and to provide Origen with any documentation in your possession or control.

 

Indemnification

You agree to indemnify, defend and hold harmless Origen, and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs and expenses of any kind related thereto (including without limitation, attorneys’ fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from: (i) your use of, or inability to use, the Site or Services (including without limitation any claim related to any Property bid on or purchased by you on the Site); (ii) any negligence, willful misconduct or any breach of this Agreement and any terms and/or policies incorporated by reference herein (including without limitation, breach of any warranty, covenant or obligation hereunder by you); (iii) your violation of any State, Federal, Foreign or International laws, codes or regulations; and (iv) your violation of any third party’s rights, including but not limited to, infringement of copyright, violation of any proprietary right or invasion of any privacy rights. You agree to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action. Origen reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to the entry of any judgment or settle any claim, action or other matter without the prior written consent of Origen.

 

Disclaimer of Warranties

Origen does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site or Services. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Origen reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or Services.

 

THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE BY INDIVIDUAL USERS. THIS SITE IS INTENDED FOR PEOPLE OVER THE AGE OF 18.

 

NEITHER ORIGEN NOR ITS CONTENT PROVIDERS WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN THE SITE OR SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OTHER SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

Release

BECAUSE ORIGEN IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, YOU RELEASE ORIGEN (AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ORIGEN.

 

Non-United States Residents

Origen makes no representation that any Work offered for sale on this Site by you or purchased by Seller on this Site may be legally exported from the country of location of the Property or imported into any other country, including that of Buyer. Buyer and Seller are responsible for obtaining and completing all necessary import and export forms, permissions, licenses in conformance with the law of the applicable location to effectuate the transactions contemplated by this Seller’s Agreement.

 

Survival

The following sections survive any termination of this Agreement: Use of the Site; Fees (with respect to fees owed for our services); Seller’s Warranties; After-Sales and Private Sales; Shipping; Use of Content; Monitoring, Investigation and Disclosure; Dispute Resolution; Indemnification; Non-United States Residents; and General Provisions.

 

General Provisions

These Seller’s Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ORIGEN MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK. IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ORIGEN PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.

 

These Seller’s Terms constitute the entire agreement between you and Origen with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. You shall not assign these Seller’s Terms to any other entity or person without the prior written consent of Origen. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto. No waiver by either you or Origen of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Any cause of action you may have with respect to Origen must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred.

 

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, executors, beneficiaries, successors and assigns.

 

Property Policy and Listing Guidelines

Restricted Property

A Seller shall not offer for sale any Work on the Site if the offering or sale of such Work violates applicable laws or regulations or may subject the Seller or Origen to potential liability. Without limiting the foregoing, a Seller may not post the following types of property for sale on the Site:

 

  • Property containing ivory, tortoiseshell, or any other product of a plant or animal species that is protected as endangered or threatened under applicable national or local law
  • Wine, beer, liquor, distilled spirits or any product containing alcohol
  • Products containing tobacco or tobacco derivatives
  • Any firearms or explosives
  • Any artifacts or materials connected with or related to the “Nazi” regime that in Origen’s sole discretion lacks appropriate artistic merit, offensive material, “hate” literature or other material, or any other property that Origen deems, in its sole discretion, to be inappropriate or offensive
  • Any perishable products
  • Livestock or other living creatures
  • Any item containing human remains including but not limited to blood, hair, bone or tissue
  • Slot machines and gaming equipment
  • Pornographic material, including MPA-rated X, home porn, and hard-core material
  • Stolen property
  • Any property that a Seller is prohibited from selling under applicable “foreign asset control” or “economic sanction” restrictions and regulations promulgated from time to time, or if under a court’s control or under a court’s order prohibiting sale
  • Property whose sale or offering for sale would infringe any proprietary rights (including without limitation copyright, patent, trademark or other intellectual property rights), or privacy or publicity rights of any third party
  • Property whose sale or offering for sale is prohibited under applicable laws, rules or regulations
  • Defamatory or libelous material

Notwithstanding the items set forth above, Origen reserves the right, in its sole discretion, to restrict or prohibit any Work from being offered for sale through the Site.

 

Code of Conduct

Origen is committed to maintaining high standards of business, legal and ethical practices. Given the complex international legal and ethical environment in which international art market and other markets operate, each Seller is required to fully endorse and agree to the following policy statements regarding Property to be offered for sale on the Site:

  • No item of Property will be sold or offered for sale, if a Seller knows or has reason to believe that such item of Property was illegally exported or imported.
  • Seller agrees to comply with the laws of the countries in which the Seller is doing business, including applicable export or import laws.
  • Seller endorses the regular review by the Art Loss Register of the Site.

 

Listing Guidelines

  • Seller agrees to fully disclose all shipping information to Origen and to not misrepresent where the item of Property will be shipped from.
  • Seller agrees to arrange for the Work to be available for packing pickup, including, but not limited to, paying all release fees for the seller’s chosen storage facility.
  • Seller agrees to regularly update the Resale Information for each Work and to immediately make any applicable changes.

 

Copyright Policy

Origen respects the intellectual property of others and requires that you do the same. You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Origen, being asked to remove material that allegedly violates someone’s copyright.  We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

 

Procedure for Reporting Copyright Infringements

If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to the Origen’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Origen is capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, e-mail address;
  • A statement that the notifier has a good faith belief that the material identified is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification Is Received by the Designated Agent:

Upon receipt of a proper notice of copyright infringement, we reserve the right to: (1) remove or disable access to the infringing material; (2) notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and (3) terminate such content provider’s access to the Services if he or she is a repeat offender.

 

Please contact Origen’s Designated Agent at the following address:

 

By e-mail to info@origenart.com.