- Basic Conditions
- Additional Property Terms
- Listings
- Account Creation
- Inquiries
- Online Purchases
- Cohart Rights
- Payment
- Shipping
- Cohart Shipping
- Export and Import Licenses and Restrictions
- Employee Participation
- Availability and Pricing
- Collector Representations and Warranties
- Seller Representations and Warranties
- Indemnification
- As Is
- Authorship Warranty
- Dispute Resolution
- General Release
- Disclaimer of Warranty
- Limitation of Liability
- Cancellation Rights for EU and UK Buyers
- Law and Legal Venue Selection
- Modifications to Terms of Sale
- Intellectual Property Rights
- Legality and Protection of Third Party Rights
- Final Terms
1. Basic Conditions
The Services provided by Cohart, Inc. include an online marketplace for buying and selling art and other property. All transactions take place directly between the Artist and the Collector, and Cohart is not a party to any sale, except as explicitly stated in a separate agreement. Cohart may assist with communication, payment, shipping, or other services between Collectors and Artists, but it is not an agent for either party.
All property listed on the Services will be listed, marketed, and sold under the Artist’s name. By using the Services, the Artist agrees that Cohart may use their name in connection with the listing, marketing, offer, and sale of any items.
The Collector and Artist are responsible for providing their own equipment and internet/telecommunication services necessary for using the Services, at their own cost. Any expenses incurred in connection with the use of the Services are the sole responsibility of the Collector or Artist.
In these Terms of Sale, the term "Artist" refers to the "Seller" and the term "Collector" refers to the "Buyer." The terms "Seller" and "Buyer" are used interchangeably with "Artist" and "Collector" respectively throughout the Terms of Sale.
Cohart reserves the right to improve and change its Services over time, including the suspension or discontinuation of certain features or the introduction of new features with limitations. Access to parts or all of the Services may also be restricted at any time.
2. Additional Property Terms
Artists using the Services provided by Cohart are separate entities from Cohart and may have their own terms and conditions that apply to the property they offer for sale. Such terms and conditions may be posted in the property’s listing on the Services, in the Artist Conditions of Sale, or made available through the Services in connection with the property. The Collector is responsible for reviewing all relevant information before purchasing any property.
In the event of a conflict between these Conditions and any Artist Conditions, the Artist Conditions will govern the rights, protections, and obligations of the Artist, and these Conditions will govern the rights, protections, and obligations of Cohart. It is important to note that the Artist Conditions do not constitute any representation, warranty, or assumption of liability by Cohart.
3. Listings
Listing Descriptions
Artists are solely responsible for:
(i) accurately describing the property on the Services, and
(ii) ensuring that all images, information, and material they submit, upload, post, publish, or otherwise make available or accessible through the Services are accurate.
Any information provided by Cohart to Collectors regarding a lot, including pre-sale estimates (written or oral) and any listings, condition reports, commentary, or valuations, is a statement of belief held solely by Cohart based on the information provided by the Artist and is not a representation of fact. Cohart reserves the right to revise, edit, and modify listings, as well as unpublish a listing, at its sole discretion. Pre-sale estimates may be revised by Cohart from time to time. Listing descriptions and condition reports may mention certain imperfections of a lot, but Collectors should be aware that other faults may exist that are not specifically referred to in the listing or condition report. All dimensions are approximate. Illustrations are for identification purposes only and do not provide precise indications of size or full information on the condition of the lot. Collectors may request additional condition reports at their own cost and expense. If a lot is sold framed, Cohart is not responsible for the frame's condition.
Artist Information
The Services may feature options for Artists to provide information about themselves or other artists, designers, or makers (collectively referred to as "Artists"). Artists agree to provide accurate information about themselves and will not misrepresent their affiliation or relationship with any Artist on or in connection with the Services. They also agree to keep the information and settings on the Services up-to-date and accurate. In addition to the information provided by the Artist, Cohart reserves the right to publish information about Artists that is created and edited by us at our sole discretion.
Corrections
Cohart reserves the right, but is not obligated, to modify Artist listings and Artist information to correct any inaccuracies.
Artist Information
Artists agree that the contact information they provide to us may be posted as part of their listings on the Services and their online profile, subject to their privacy settings on the Services as determined by us.
4. Account Creation
To use the Services provided by Cohart, it is mandatory to create a Cohart account and fill out all required forms and provide necessary information. This may include but is not limited to your correct contact details (including permanent business address and warehouse address if applicable), tax or VAT registration number, financial and payment information, or any supporting documentation that verifies such information. Before you can utilize the Services, including listing, marketing, offering, or selling through the Services or accepting payments from Collectors or transferring funds to Artists, all required information must be submitted.
We may request additional financial, business, or personal information at any time to confirm your identity. If you are an Artist based in the UK, EU, Norway, or Switzerland and are exempt from collecting VAT, you are required to provide us with proof of such exemption upon request. We reserve the right to decline such documentation at our discretion. In case of doubt regarding the claimed exemption, we also reserve the right to reject transactions. It is the Artist's responsibility to keep their VAT information accurate and updated.
To ensure the security of our Services, we may ask for identity documentation, bank or financial references, and other qualifying information at any time. If you do not provide the necessary documentation or information upon request within a reasonable timeframe before, during, or after a related sale, we may cancel the sale and will not be held liable to the Collector or the Artist. You must keep all information up-to-date and accurate. You are not authorized to use any name in connection with your account or the use of Services that you are not legally entitled to use.
You are solely responsible for maintaining the confidentiality of your password and must not transfer, lease, sell, rent, sub-license, or otherwise assign your account to any third party. You agree to be held responsible for all activity that occurs under or through your account or password.
We reserve the right to change your password, require you to change it, or request additional information to confirm your identity before accessing or using any or all of the Services at any time and at our sole discretion, including if we believe such action is necessary to maintain the security of your account or the Services. If you suspect or become aware of any unauthorized access to or use of your account or password or other security breaches on the Services, you must notify us immediately in writing.
Collectors. We may require a deposit for any offer placed by you. In the case of an un-finalized sale, the deposit will be refunded. If you are the buyer, your deposit may be applied towards the purchase price. We may perform a temporary $0.01 authorization charge on your credit card for verification purposes, which will be returned once verified. As a security measure, we reserve the right to impose transaction limits on Collectors at any time, relating to the value of transactions, cumulative value of transactions over a period, or number of transactions per day or other period, at our discretion. We are not responsible for any cancellations due to unsuccessful credit card authorization.
Artists
You authorize us to verify your information for the purpose of approving the use of our transaction services. Cohart offers a service, utilizing third-party payment processors, that allows for the safe and secure sale of artwork on behalf of the Artist (with Cohart never acting or operating as the merchant of record). Each payment made by a Collector, processed via credit/debit card or bank account, is securely transferred to our bank or deposit account through the third-party payment processor. Each payment facilitated by Cohart on behalf of the Artist and transferred to the Artist will count as a payment towards the purchase price of the relevant artwork.
5. Inquiries
The Services may include features that allow Collectors to communicate with the Artist regarding properties listed on the platform. Collectors may use these features to make inquiries (“Inquiry”). Both the Artist and Cohart have the discretion to accept, respond to, or forward any Inquiry and will not be held liable for any delays or failure to do so. At our discretion, we may provide Collectors with price information and other relevant details about the property or other properties in response to an Inquiry, regardless of whether the information is posted on the Services or not.
Artists agree that their contact information provided to Cohart may be included in their listings and online profiles on the platform, subject to their privacy settings. Unless otherwise agreed upon in writing, any sales resulting from an inquiry that is not an online purchase (an "Inquire to Purchase") will be handled between Cohart and the Collector, with Cohart being responsible for collecting payment from the Collector. All payments collected on behalf of the Artist for an Inquiry Sale will be subject to all applicable terms and conditions, as if it were an Online Purchase.
Artists may receive or obtain information such as Collector names, email addresses, and postal addresses in connection with Inquiries or sales through the Services (“User Information”). However, we are not obligated to provide this information to Artists if requested. Artists must only use User Information for purposes related to Inquiries or transactions and not for unsolicited marketing emails or communications, unless a Collector has given their express consent for such use. If Artists use the User Information to initiate or conduct a sale outside of the Cohart platform, the collector and artist will be charged a commission, and the protections provided by these terms and conditions will not be available.
6. Online Purchases
Features
The Services may include features that allow Collectors to purchase or make an inquiry for items listed on the platform, including the "Buy" and "Inquire to Purchase" options. All online purchases and offers are binding and must be completed in accordance with these conditions. The "Buy" option is indicated with a "Buy" button, while collectors may place an inquiry for an item using the "Inquire to Purchase" feature. The platform may mark some items as sold or not for sale as soon as the online purchase takes place. All online purchases will be conducted in a designated currency, and the platform will collect a commission on each purchase as outlined in the agreement with the Artist.
Buyer Responsibility
Each collector who places an order using "Buy" or makes an inquiry using "Inquire to Purchase" is responsible for completing the transaction if the inquiry is accepted. Collectors accept personal liability for the total purchase price when they purchase an item or make an inquiry. Some online purchases may be subject to buyer guarantees, which are incorporated into these conditions by reference. The resolution of any buyer guarantee or seller guarantee is subject to section 19, "Dispute Resolution."
Sales and Offers
Before allowing an artist to proceed with the sale, Cohart reserves the right to review the item being sold. All sales initiated through the "Buy" or "Inquire to Purchase" feature must be completed and processed through the Cohart platform, and may not be taken offline. If a sale is conducted outside of the Cohart platform, the collector and artist will be charged a commission, and the protections provided by these terms and conditions will not be available.
Returns and Refunds. All sales and offers through Cohart are final
Artists are not required to accept any offer made through the "Inquire to Purchase" feature, and Cohart and the artist will not be held responsible for any delay or failure to do so. Cohart agrees to refund the purchase price of the property to the Collector under the following terms and conditions:
(i) the Collector has 48-hours from receipt of the property to begin the return process. The Collector may choose to return the property to Cohart for any reason within these 48-hours;
(ii) the Collector is responsible for all return shipping costs;
(iii) after the property is received by Cohart and is determined to be in good condition, Cohart will refund the purchase price minus any fees involved with the original shipping of the property;
(iv) the refund will be in the Collector’s account 5-7 business days after Cohart successfully receives the property.
7. Cohart Rights
Artists agree that Cohart reserves the right, at any time and at its sole discretion, to:
(i) refuse registration to any Collector, Artist, person or entity;
(ii) modify, edit, revise, or withdraw any artwork from the Services;
(iii) revise, edit, and modify Artist listings, as well as remove a listing (for example, if the listing is factually inaccurate);
(iv) reject any inquiry made using the Inquire to Purchase feature;
(v) rescind a sale and cancel or reverse a related transaction (including, without limitation, if the artwork previously sold and is no longer available for sale, the description of the artwork was not accurate, or the artwork has been damaged);
(vi) terminate your access to our Services.
Cohart will have no liability whatsoever for taking any of the foregoing actions. If Cohart elects to rescind the sale or to cancel or reverse a transaction, the Collector will promptly return the artwork to Cohart or the Artist, at our discretion, and we or the Artist will then refund the Total Purchase Price. The refund shall constitute the sole remedy and recourse of the Collector or Artist against Cohart and the Artist or Collector, as applicable, with respect to such rescinded sale and related cancelled or reversed transaction.
8. Payment
Total Purchase Price and Payment
In accordance with these terms, upon the confirmation of any Online Purchase or the conclusion of any auction sale on Cohart, the sale contract between the Collector and the Artist/Seller is concluded and the Collector is required to pay the Total Purchase Price. The Total Purchase Price must be paid immediately after the conclusion of an Online Purchase. The Total Purchase Price includes:
- The item's purchase price
- Any taxes or levies that are required to be collected from the Collector under applicable law
- Any applicable artist resale royalty
- Shipping, packing, and insurance costs
- The buyer's premium
- Any other applicable charges.
Shipment will only be processed once all payments from the Collector have been received. Cohart may choose to use a payment processor at its discretion.
Title and Risk of Loss
Legal ownership of the property does not transfer from the Artist (Seller) to the Collector through Cohart. In the United States, the transfer of ownership between the Collector and the Artist will be governed by the New York Uniform Commercial Code, unless otherwise agreed upon by both parties. The risk of loss for each item passes to the Collector when legal title to the item is transferred to the Collector.
Payment Processing
The Artist will receive payment directly from Cohart as the Company acts as a payment processor on behalf of the Artist. Since Cohart acts as the payment processor, it will notify the Collector through email and/or by providing a checkout option on the Services.
Cohart reserves the right to restrict the use of certain credit cards, limit the amount of credit card transactions, and use payment processors of its choosing to process transactions. The Collector authorizes Cohart to charge the Total Purchase Price to the Collector's credit card. If a credit card payment is not approved, the Collector remains personally responsible for all owed amounts.
The Collector must provide written notification to Cohart of any payment-related issues or claims. All payments to Cohart must be made in U.S. dollars, unless otherwise agreed in writing. The Collector is responsible for any currency conversion fees incurred while making payments in U.S. dollars, regardless of their home currency or payment method. If Cohart or the Artist incurs any bank fees while receiving payment from the Collector by wire transfer, the Collector is responsible for these fees and agrees to pay them to Cohart or the Artist. The Collector consents to Cohart paying commissions from the Collector's payment to third parties who refer clients to Cohart or provide other assistance in connection with the sale of property.
Taxes
The Collector is responsible for paying all taxes related to the purchase or use of the property, unless exempt by law. If the Collector claims exemption, they must provide proper documentation. Failure to obtain relevant documentation or a refund of taxes will not excuse the Collector from paying the Total Purchase Price by the Payment Deadline. All prices listed on the Services exclude any Transactional Taxes, unless stated otherwise.
Resale Policy
The Collector must not offer any purchased property for resale until full payment has been made and legal ownership and physical possession of the property has been assumed, in accordance with the terms and conditions of this agreement.
Cohart Remedies for Non-Payment
In the event that the Collector cancels any payment or fails to pay the Total Purchase Price by the Payment Deadline, the Collector will be in default. Cohart may, in its sole discretion, take the following actions:
(i) cancel the sale and retain partial payment as liquidated damages;
(ii) reject future purchases or require a deposit for bids;
(iii) charge interest at 15% per annum;
(v) commence legal proceedings to recover the amount due for the purchase;
(vii) set off the outstanding amount against any amounts owed to the Collector in other transactions;
(viii) release the Collector's name and address to the Seller;
(ix) charge a 15% cancellation fee; or
(x) take other appropriate action.
The defaulting Collector will also be liable for any costs, expenses, and damages incurred in connection with the default, collection of amounts due, and/or resale of the property. The Collector authorizes Cohart to charge any outstanding portion of the Total Purchase Price using the Collector's credit card information if the Total Purchase Price is not paid by the Payment Deadline.
As security to us for full payment by the buyer of all outstanding amounts due to Cohart and our affiliated companies, Cohart retains, and the buyer grants to us, a security interest in each item purchased by the buyer and in any other property or money of the buyer in, or coming into, our possession or the possession of one of our affiliated companies. We may apply such money or deal with such property as the Uniform Commercial Code or other applicable law permits a secured creditor to do. In the event that we exercise a lien over property in our possession because the buyer is in default to one of our affiliated companies, we will so notify the buyer. Our security interest in any individual lot will terminate upon actual delivery of the lot to the buyer or the buyer’s agent.
In the event the buyer is in default of payment to any of our affiliated companies, the buyer also irrevocably authorizes Cohart to pledge the buyer’s property in our possession by actual or constructive delivery to our affiliated company as security for the payment of any outstanding amount due. Cohart will notify the buyer if the buyer’s property has been delivered to an affiliated company by way of pledge.
Cohart No Obligation
These Conditions or any other statement (written, oral, or implied) do not create any obligation for Cohart to enforce payment from any Collector or take any legal or other action against a Collector who fails to make payment. Cohart will not be liable to any Artist for any loss of profits, revenue, anticipated savings, or any special, incidental, or consequential damages arising from non-payment by a Collector.
9. Shipping
Shipping and Handling
Unless Cohart or the Artist agrees otherwise, the Collector is required to pay all shipping, packing, and transit insurance fees and costs for purchased property. Collectors must ensure that a valid delivery address is provided when buying any item. Collectors may be required to pay additional shipping fees, storage fees, or taxes if the Collector changes their delivery address or does not promptly confirm their delivery address after paying the Total Purchase Price. Artists may be required to pay additional shipping fees on behalf of the Collector if a shipping provider determines the property was not accurately described on the Services. Collectors and Artists are required to disclose any and all information required to import or export the property. Shippers may contact Collectors and Artists directly with communications necessary to pick up and deliver the property. If the Artist coordinates shipment and the property is lost or damaged, the Artist will use best efforts to work with the shipper to resolve the matter.
Our Role
We may, but are not obligated to, provide support in the shipping process. However, any such support or recommendations are for convenience only and do not constitute or imply any representation, warranty, or assumption of liability of any kind by us. We are not the agent of any Collector, Artist or third party for any purpose, including in connection with the shipping, packing or handling of any property. We do not guarantee that any Artist will be able to use any product or service of any third-party service provider at any time or in connection with any transaction. We do not control and are not liable or responsible, directly or indirectly, for the acts, omissions or policies of the Artist or any third party in connection with the shipping, packing or handling of any property, whether or not recommended by us. Unless we specifically agree otherwise in writing with respect to certain property, we have no responsibility for the packing, handling, pickup, shipping, fulfillment, and delivery of any purchased property. Unless otherwise specifically agreed in writing by us, at no time will we assume custody, physical possession, risk or responsibility for any property.
10. Cohart Shipping
Claims
Where Cohart Shipping applies, any and all claims for damage to the lot in transit must be reported in writing to Cohart within 48 hours of delivery to the Collector. Claims for loss in transit must be reported in writing to Cohart within fourteen (14) days of the latest expected delivery date. Evidence documenting the claim for loss or damage must be submitted along with images, and all original packaging material must be preserved to support the investigation. Cohart will submit the documentation to the insurance provider and communicate any decision made by the insurance provider to the Collector. If the insurance provider accepts the claim, Cohart will collect and distribute to the Collector any funds owed. Cohart will not negotiate with the insurance provider on behalf of the Collector and the Collector agrees that all decisions made by the insurance provider as communicated by Cohart are final and cannot be appealed, challenged, or reversed. If the signature-upon-delivery requirement is waived, a claim for loss or damage to the lot will not be accepted.
Customs and Duties
The Collector is solely responsible for maintaining all records as required by customs or other government agencies. Cohart has no obligation to take any pre- or post-customs release action, including but not limited to obtaining binding rulings, advising of liquidations, filing of petitions and/or protests, or any other related matter. The Collector must review all documents and declarations prepared or filed with US Customs and Border Protection, other government agencies, or third parties and immediately advise Cohart of any errors, discrepancies, incorrect statements, or omissions on any declaration or submission filed by Cohart on the Collector's behalf.
Shipping Quotes
Cohart will provide shipping quotes based on information provided by the Artist and Collector. Shipping quotes are subject to change at any time and Cohart will not be held responsible for errors or omissions related to information provided to us or shipping providers. If the Collector changes their delivery address after paying the Total Purchase Price, Cohart reserves the right to reject the change and ship to the original delivery location, and the Collector may be required to pay additional shipping fees or taxes. The Artist may be required to pay additional shipping fees on behalf of the Collector if Cohart or the shipping provider determines that the property was not accurately described on the Services or that certain information was not provided by the Artist that may impact the shipping cost. Collectors and Artists are required to disclose all information required for import or export of the property. The Artist is responsible for paying all warehouse, release, and storage fees. If a shipping quote includes installation, the Collector is responsible for paying any additional fees due to not disclosing any location-specific factors. International shipping quotes do not include customs, duties, or taxes if applicable. If the property is not adequately packed, the Artist is responsible for any associated costs.
11. Export and Import Licenses and Restrictions
Collectors are advised to be aware of the following:
(i) certain countries may have restrictions on exporting or importing certain property, including but not limited to property made from endangered or protected plant or animal species;
(ii) cross-border deliveries may be subject to inspection by customs authorities;
(iii) some countries may have laws that prohibit the resale of imported property; and
(iv) some countries may have a right to purchase exported property.
Neither Cohart nor its officers, owners, directors, consultants, agents, and employees will make any representations or warranties regarding compliance with these laws. It is the collector's sole responsibility to determine and obtain any necessary licenses and permits for purchased property at their own cost and to disclose relevant information for its export or import. Unless otherwise agreed upon, a failure to obtain required licenses or permits will not excuse cancellation of the sale or delay in payment of the Total Purchase Price. Neither Cohart nor the seller will be held liable for any damage or loss resulting from confiscation, transportation restrictions, or actions taken by any government or public authority. Cohart is not obligated to take any action in relation to customs, including obtaining binding rulings, advising on liquidations, filing petitions, or protesting. In accordance with our policy, sellers are prohibited from listing and exporting restricted materials.
12. Employee Participation
Cohart employees may use the Services as Collectors in their personal capacity and not as representatives of the company, as long as they do not possess any confidential information regarding the item they are bidding on or purchasing. In such cases, the employees are personally bound by these terms just like any other Collector.
13. Availability and Pricing
Cohart cannot guarantee that any item listed on our platform will be available for purchase or listed with the correct price. The availability and pricing of items on the platform are subject to change. Please note that this also applies to items listed with the online “Buy” and “Inquire to Purchase” feature. By using our services, you acknowledge and agree that all items listed on the platform are subject to availability.
14. Collector Representations and Warranties
Collectors who use Cohart's services represent and warrant that all information provided by them or on their behalf through the services is true and accurate. Collectors also agree not to permit any other person or entity to use their Cohart account or login credentials. Furthermore, Collectors represent and warrant that any purchases made or offers or bids placed by them or on their behalf are not the result of any illegal or anti-competitive agreement, and are in compliance with federal and state antitrust laws. Additionally, Collectors warrant that the funds used for settlement are not associated with any illegal activity, including tax evasion, and that they are not under investigation, nor have been charged with or convicted of crimes such as money laundering, terrorism, or any other crimes.
15. Seller Representations and Warranties
The artist represents and warrants that:
(i) they are the sole owner of the property or have been duly authorized by the owner of the property to offer and sell such property;
(ii) they have the right to offer and sell the property under the terms of these conditions;
(iii) upon sale, good and marketable title and right of possession of the property will be transferred to the collector free from any claims, liens, or other encumbrances of any third party, including but not limited to claims by governments or governmental agencies;
(iv) the property is authentic and is not counterfeit, and they have no reason to believe otherwise;
(v) if applicable, the property has been lawfully imported into the jurisdiction in which it is currently located and lawfully exported in accordance with the laws of the country in which it was previously located, and any taxes and/or duties on such import and export have been paid;
(vi) any data provided by the artist to describe the property is accurate and not misleading;
(vii) unless otherwise indicated, the artist will collect, pay, report, and remit any and all transactional taxes and any other taxes and duties as required by applicable law in connection with the listing, marketing, offer or sale of the property, including but not limited to any transactional taxes that Cohart may receive and remit to the artist through any collection tools made available by Cohart, and the artist will notify Cohart in writing of any taxes or duties that may be payable by Cohart on their behalf in any jurisdiction;
(viii) they have all necessary rights and authority to enter into these conditions and perform their obligations under these conditions; and
(ix) none of their acts or performance in connection with these conditions, and no part of these conditions, will conflict with any obligation they have to any third party, whether contractual or otherwise (collectively, the “Artist Warranty”).
The artist agrees that the Artist Warranty is for the benefit of Cohart and the collector of the property, and that such Artist Warranty will survive these conditions and the transactions contemplated by these conditions, and that such Artist Warranty applies to all property that the artist lists for sale, markets, offers, or sells on or in connection with Cohart’s services. The artist agrees to immediately notify Cohart in writing of any event or information that may cause the Artist Warranty to be inaccurate or breached in any way.
16. Indemnification
The Collector agrees to indemnify, defend, and hold harmless (i) the Cohart parties and (ii) Artists, if applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses, including reasonable attorneys' fees, arising from any claims, actions, audits, investigations, inquiries, or other proceedings initiated by any third party due to any alleged breach of the Collector's agreements, obligations, representations, or warranties outlined in these Conditions. The Collector also agrees to reimburse Cohart for any costs and expenses, including reasonable attorneys' fees, incurred from any claims made by Cohart due to the Collector's breach of these Conditions or misuse of the Services provided under these Conditions. The obligations outlined in this section will remain in effect after the Collector's use of the Services.
The Artist agrees to indemnify, defend, and hold harmless (i) the Cohart parties and (ii) Collectors, if applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses, including reasonable attorneys' fees, arising from any claims, actions, audits, investigations, inquiries, or other proceedings initiated by any third party due to any alleged breach of the Artist's agreements, obligations, representations, or warranties outlined in these Conditions.
The Artist also agrees to reimburse Cohart for any costs and expenses, including reasonable attorneys' fees, incurred from any claims made by Cohart due to the Artist's breach of these Conditions or misuse of the Services provided under these Conditions. The obligations outlined in this section will remain in effect after the Artist's use of the Services.
17. As Is
Unless otherwise specified in these Conditions, all items on Cohart are sold "as is" and without any implied or express warranties. None of the Cohart parties make any representation, warranty, or assumption of liability regarding the property's merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, legal title, availability to sell, anticipated selling price, value, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance. The exclusion of implied warranties may not apply to you, as some jurisdictions do not allow it. The Cohart parties do not make any representation or warranty regarding the Collector’s acquisition of any reproduction rights or intellectual property rights. If using the Services leads to the need for servicing or replacement of equipment, material, or data, the Cohart parties will not be responsible for those costs or losses and it is recommended that you backup your data at all times. The Cohart parties do not make any representation or warranty regarding any artist's moral rights or residual rights. Any estimate of the selling price should not be relied on as a statement of the actual price at which the item will sell or its value for any other purpose. The Cohart parties will not be responsible for any errors or omissions on the Services or in any supplemental materials. Unless otherwise specified in these Conditions, all property sold through auction or online purchase is final sale and not returnable.
18. Authorship Warranty
No Warranty by Cohart
Except for property sold by Cohart itself, we make no representations or warranties of any kind (express or implied) with regard to any property.
19. Dispute Resolution
As Cohart is not the agent of any Collector or Artist for any purpose, the Cohart parties have no obligation to mediate and will not act as the agent of any Collector or Artist in resolving any disputes. However, we may, at our discretion, offer intermediation services between Collectors and Artists in regards to customer service or dispute resolution matters. In the event that we choose to offer intermediation services, we will make efforts to help Collector and Artist resolve disputes in good faith and based on our own interpretation of our policies, and at our sole discretion. We will not make legal judgments or claims and our decision will be final and binding for all parties, with no possibility of appeal, challenge or reversal, including any matter related to any Collector Guarantee or Artist Guarantee. Collector and Artist agree to promptly cooperate with us in any investigations we may choose to conduct, as allowed by relevant law. All orders and transactions should be carried out through the Services, and those who engage in communication outside the Services will not be protected by these Terms or any Collector Guarantee or Artist Guarantee.
20. General Release
As a company, Cohart does not endorse or take responsibility for the behavior, performance, or inaction of any of its Collectors or Artists in any way related to the Services or any property listed, marketed, offered or sold through them. If you have a dispute with a Collector or Artist connected to the Services or any property, to the fullest extent permitted by law, you release Cohart from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising from or in any way connected to such disputes. By agreeing to these terms, you voluntarily give up any benefits or protections that would otherwise limit the coverage of this release to only those claims that you know or suspect to exist in your favor at the time of entering into this agreement.
21. Disclaimer of Warranty
The use of Cohart services is at your own risk. We offer our services "as is" and "as available" without any guarantees, express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a specific purpose, any warranties arising from the course of dealing or trade usage, any warranties that the services will meet your requirements, be available, accessible, uninterrupted, timely, secure, or free of errors, any warranties as to the expected sale price of any property, or that an item will sell, and any warranties that any users will complete transactions or perform as promised. All of these warranties are explicitly excluded by Cohart to the fullest extent allowed by applicable law. Cohart will not be liable or responsible for any errors or omissions in connection with the execution of any bid (whether online, offline, on the services, in an email, or otherwise), or for any inability or failure to access the services, including but not limited to failures resulting directly or indirectly from any loss of internet or telephone connection or from any breakdowns or malfunctions of the services or any computer, device, or system directly or indirectly affecting the availability or operation of the services.
22. Limitation of Liability
As per the applicable laws, under no circumstances, regardless of the legal theory (including, but not limited to, tort, contract, strict liability, or otherwise), shall Cohart be liable to any Collector (Buyer) or Artist (Seller) or to any other person for:
(i) any indirect, special, incidental, reliance, punitive or consequential damages of any kind, including damages for lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction,
(ii) any substitute goods, services or technology,
(iii) any amount, in the aggregate, in excess of the greater of (a) One Hundred ($100) Dollars or (b) the amounts paid and/or payable by you to Cohart as commission in connection with the services in the three (3) month period preceding the applicable claim, or
(iv) any matter beyond our reasonable control, in connection with these conditions, the services, the use of or inability to use the services, any transactions entered into through the services, or any property.
Note: We will not be held responsible for any damages or losses resulting directly or indirectly from the termination or suspension of your access to the services by us, including, but not limited to, any loss of or inability to do business or to provide or use any product or service. Certain states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
23. Cancellation Rights for EU and UK Buyers
As per the European Union (“EU”) Directive on Consumer Rights (2011/83/EC) and the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, a buyer based in the EU or the UK (referred to as an “EU or UK Buyer”) who purchases an item via “Buy” or “Inquire to Purchase”, has the right to cancel the sale contract within 14 days of receiving physical possession of the lot, for any reason without incurring any liability. The EU or UK Buyer will need to return the lot and the seller will refund the payment made for the purchase and the shipping cost. The cost of returning the lot will be borne by the EU or UK Buyer. Additionally, if Cohart is not the seller but has received payment for shipping, the EU or UK Buyer will not receive a refund for the shipping cost when canceling the sale contract. To exercise this right, the EU or UK Buyer must inform the seller through a clear statement (such as a letter sent via post or email) or use the model cancellation form. This cancellation right is not applicable to EU or UK Buyers who participate in live/public auctions using the Services offered by Cohart.
24. Law and Legal Venue Selection
These Terms and Conditions, and the obligations and rights of both parties under these conditions, shall be governed and interpreted in accordance with the laws of the state of New York and relevant United States law, excluding any principles of conflict of laws. Both parties agree that any claims or disputes arising from or related to these conditions, the services provided by Cohart, or the listing, marketing, offering or sale of items through these services, must be resolved exclusively in a state or federal court located in New York County, New York, United States. Both parties agree to the jurisdiction of these courts, and waive any objections to venue. Additionally, both parties waive their right to a jury trial in resolving any such claims or disputes. To ensure prompt resolution, both parties agree that, despite any applicable laws to the contrary, any claims or legal actions arising from or related to these conditions or the services provided by Cohart must be filed within the statute of limitations or, if earlier, within one year of the claim or legal action arising, otherwise such claims or legal actions will be permanently barred. Nothing in these Terms and Conditions will prevent Cohart from seeking injunctive or other equitable relief in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these conditions, the services provided by Cohart, or the listing, marketing, offering or sale of items through these services.
25. Modifications to Terms of Sale
Cohart reserves the right to modify or remove any part of these Terms of Sale at any time at its sole discretion. Any changes to the Terms of Sale will take effect immediately when posted on our website or the Services or communicated to you via email (to the email address provided by you in our records). It is your responsibility to frequently check the Terms of Sale and be aware of any changes. If you do not agree with the updated Terms, you may opt-out, however this will result in your inability to use the Services. By using the Services after the implementation of any changes to the Terms of Sale, you are acknowledging and accepting the updated Terms. The modifications will not apply to any transactions, claims, or disputes that occurred prior to the changes, and will still be subject to the Terms in effect at the time of their occurrence. Cohart will not be held accountable for any losses or damages resulting from any modifications made to the Terms of Sale. We suggest that you print or save a copy of the Terms of Sale for your records. Any modifications or changes to the Terms of Sale that are not made by Cohart, as outlined here, must be in written form and signed by both you and Cohart to be considered valid.
26. Intellectual Property Rights
Cohart retains all rights, title, and interests in the Services, including but not limited to copyrights, trademark rights, trade secrets, patent rights, moral rights, database rights, and any other intellectual property rights. With the exception of the limited use of the Services granted to you in accordance with this Agreement, this Agreement does not grant you any license or permission to use Cohart's trademarks, service marks, logos or any intellectual property rights belonging to Cohart or any third party. All rights not explicitly granted to you under this Agreement or in a separate written agreement between you and Cohart are reserved.
27. Legality and Protection of Third Party Rights
The use of Cohart's Services must always abide by all applicable laws and regulations, including but not limited to local, state, national, and international laws, and must not infringe the rights of any third party. You agree that your use of the Services and all related activities, such as listing, marketing, offering, and selling of items, and making any images, information, or materials available through the Services, must comply with all relevant laws, regulations, and not violate any third party rights, including but not limited to copyrights, moral rights, trademarks, privacy rights, publicity rights, and contract rights. Your actions must not be defamatory, libelous, counterfeit, illegal, stolen, or fraudulent. If you wish to make any images or materials available through the Services, it is your sole responsibility to obtain any necessary licenses or permissions from any relevant copyright holders or other entities with rights to the material at your own cost. Cohart will not be liable to pay any royalty or fee in connection with such material.
28. Final Terms
The terms and conditions contained in this document, along with any other relevant agreements made available through the Cohart platform, and any written agreements presented during a live event utilizing the platform, comprise the complete agreement for purchasing, bidding, or inquiring about items through the Cohart platform. In the event that any provision in this document is deemed unenforceable by a court of competent jurisdiction, the provision will still be enforced to the greatest extent possible, and the remaining terms and conditions will remain in full force and effect. Any failure or delay by Cohart to enforce or exercise any right or provision in this document will not be considered a waiver of the right or provision. A waiver of any right or remedy contained in this document must be made in writing and signed by an authorized representative of Cohart. No single or partial enforcement of a right or remedy will prevent future enforcement of any other right or remedy. These terms and conditions are intended to benefit and be enforceable by both parties and their respective successors and assigns, but you may not assign any rights or obligations without written consent from Cohart. Cohart may transfer, assign, or delegate these terms and conditions and its rights and obligations without consent. There are no third-party beneficiaries, except as explicitly stated in this document. Both parties are independent contractors, and nothing in this document implies the formation of an agency, partnership, joint venture, employment, sales representative, or franchise relationship. You cannot represent yourself as a representative of Cohart and do not have the authority to make or accept offers or representations on our behalf. Nothing in this document gives any party other than you or Cohart any legal or equitable right, remedy, or claim under these terms and conditions. The terms and conditions in this document are written in English and take precedence over any translated versions. The titles of paragraphs and sections in this document are for convenience only and have no legal or contractual significance. The provisions in this document that apply after the expiration of these terms and conditions or your use of the Cohart platform, such as those regarding intellectual property, indemnification, warranty disclaimers, and limitations of liability, will survive the termination of this agreement. Cohart will not be held responsible for any failure or delay in performing its obligations under this document due to circumstances beyond its reasonable control, including but not limited to acts of God, accidents, riots, war, terrorism, epidemics, pandemics, quarantine, civil unrest, communication failures, hosting failures, internet service provider failures, natural disasters, governmental acts or omissions, changes in laws or regulations, national strikes, fire, or explosion.