Terms & Conditions
This document contains important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that apply to you. Please read it carefully.
The following Terms and Conditions are entered into by and between you and Gagosian Gallery International LLC and its affiliated entities (“Gagosian,” “we,” “us,” “our,” or other similar pronouns) and, together with any documents incorporated herein by reference, govern your access to, use of, and purchase of products on the Gagosian Shop website whether accessed directly, through the Gagosian website (desktop or mobile), or through any other applications for mobile and/or tablet devices (collectively, the “Digital Platforms”).
We may change these Terms and Conditions from time to time, at any time without notice. It is your responsibility to periodically check the Terms and Conditions. You will know if these Terms and Conditions have been revised since your last visit by referring to the “Last Modified” date at the bottom of this page. If you do not agree to the current version of the Terms and Conditions, your sole and exclusive remedy is to refrain from accessing or otherwise using the Digital Platforms.
1. Electronic Communication. When you access or use the Digital Platforms, provide your email address to a Gagosian representative, or send us emails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Digital Platforms. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
2. Proprietary Rights. Gagosian owns all right, title, and interest in and to the Digital Platforms and all elements thereof, or has the right to use, publish, and display the Digital Platforms and all elements thereof, including all the content (including, without limitation, audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, etc.), software, code, data, and materials used therein or available thereon; the look, feel, design, and organization of the Digital Platforms; the compilation of the content, code, data, and materials in the Digital Platforms; and all copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including rights of authorship, attribution, and subsequent modification), and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) in any of the foregoing. Your use of the Digital Platforms does not grant to you any right, title, or interest in any element thereof, and Gagosian (or our applicable licensors, partners, or affiliates) owns and retains all right, title, and interest (including all intellectual property and proprietary rights) therein and thereto.
3. Limited License. Subject to the restrictions and limitations set forth in these Terms and Conditions, we grant you a limited license to access and use the Digital Platforms for purposes of (a) accessing and viewing the content on the Digital Platforms on your computer or other Internet compatible device, including mobile devices and tablets; and (b) placing orders for products offered for sale on the Digital Platforms. The Digital Platforms and the products offered on or through the Digital Platforms, including any content, software, code, data, and materials available on the Digital Platforms, are only for your own personal, non-commercial use. The Digital Platforms are not directed to children younger than 13 and are offered only to users 13 years of age or older. If you are under 13 years of age, please do not use or access the Digital Platforms at any time or in any manner.
4. Prohibited Use. Any commercial distribution, publishing, use, or exploitation of the Digital Platforms or any element thereof (including any content, software, code, data, or materials used in or available on the Digital Platforms), is strictly prohibited unless you have received the express prior written permission of Gagosian or the applicable rights holder.
Other than as expressly permitted under these Terms and Conditions, you may not (a) download, publish, perform, display, distribute, copy, imitate, mirror, reproduce, post, transmit, modify, adapt, edit, create derivative works from, transfer, sell, license, rent, or otherwise exploit or make commercial use of the Digital Platforms or any element thereof (including any content, software, code, data, or materials used in or available on the Digital Platforms); or (b) translate, reverse engineer, decompile, decrypt, disassemble, or convert into human readable form the Digital Platforms or any element thereof (including any content, software, code, data, or materials used in or available on the Digital Platforms) not intended to be so read (this includes using or directly viewing the underlying HTML or other code from the Digital Platforms except as interpreted and displayed in a web browser).
As a condition of your access to and use of the Digital Platforms, you agree that you will not use the Digital Platforms or any element thereof for any purpose that is unlawful, commercial in nature, or any other purpose not permitted under these Terms and Conditions. You agree to abide by all applicable local, state, national and international laws, regulations, and rules and not to access or use the Digital Platforms from a jurisdiction where such access or use is illegal or unauthorized. By way of example, and not limitation, you agree that while using the Digital Platforms, you shall not do any of the following:
(a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any person or entity;
(b) reveal any personal information about another individual, including another person’s name, address, phone number, email address, credit card information, or any other information that could be used to track, contact, or impersonate that person;
(c) insert your own or a third party’s advertising, branding, or other promotional content into any of the services, content, functions, information, materials, or products available through the Digital Platforms; use, redistribute, republish, or exploit such content or service for any further commercial or promotional purposes; or otherwise engage in unauthorized or unsolicited advertising or marketing;
(d) engage in data mining, spidering, “screen scraping,” or “database scraping”; harvesting of catalogue information, email addresses, IP addresses, or other contact or personal information; or any other automatic means of obtaining information from the Digital Platforms or through the Digital Platforms or the products or services offered on or through the Digital Platforms;
(e) obtain or attempt to obtain unauthorized access to computer systems, materials, or information that is not intentionally made publicly available by Gagosian through any means, including through password mining;
(f) use the Digital Platforms or any services, content, functions, information, materials or products available through the Digital Platforms in violation of Gagosian’s or any third party’s intellectual property or other proprietary or legal rights;
(g) frame or link to the Digital Platforms without our express written permission or as otherwise expressly permitted pursuant to Section 8 below;
(h) use the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms for purposes of money laundering, bid rigging, price fixing or other unlawful collusion, price signaling, or exchange of competitively sensitive data or information;
(i) engage in activities, or use the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms, in a manner that could damage, disable, overburden, or impair the Digital Platforms or our (or our third-party service providers’) computing, storage, or communications infrastructure, or interfere with any other party’s use and enjoyment of the Digital Platforms;
(j) use or deploy any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or network system or to damage or obtain unauthorized access to any system, data, or other information of Gagosian or any third party; or
(k) attempt (or encourage or enable anyone else’s attempt) to engage in any of the foregoing prohibited activities or otherwise alter or interfere with the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms.
5. Trademarks. The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on or in connection with the Digital Platforms (or on content available on the Digital Platforms) and all rights therein belong to Gagosian or our affiliates, licensors or partners, or other parties, and may not be used in any manner unless expressly authorized in writing by Gagosian or the applicable Trademark owner.
We may refuse to accept any application for an account registration or may cancel any account registration at any time, in our sole discretion. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You are solely responsible for maintaining the confidentiality of your access credentials and other account information, and you acknowledge and agree that you are and will be solely liable for any and all acts and omissions under your account, including any content that is posted or transmitted using the Digital Platforms. Without limiting the foregoing, you agree to use reasonable efforts to prevent unauthorized access to or use of your account and to preserve the confidentiality of your username and password and any device that you use to access your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security of which you become aware. You will be solely responsible for losses incurred by Gagosian and others due to any unauthorized use of your account.
8. Linking to the Digital Platforms. You agree that if you include a link from any other web site to the Digital Platforms, such link shall (a) not contain any logos, but rather should merely read “Gagosian” in plain text; (b) open in a new browser window; and (c) link to the full version of an HTML formatted page of the Digital Platforms. You are not permitted to link directly to any image or product hosted on the Digital Platforms, such as by using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on the Digital Platforms on another website, for any purpose. You agree not to link from any other web site to the Digital Platforms in any manner such that the Digital Platforms, or any page of the Digital Platforms, is “framed,” surrounded or obfuscated by any third-party content, materials, or branding. We reserve all of our rights under the law to insist that any link to the Digital Platforms be discontinued and to revoke your right to link to the Digital Platforms from any other web site at any time.
9. Third-Party Websites. The Digital Platforms may contain links or connections to Third-Party Websites, and Third-Party Websites may link to the Digital Platforms. For purposes of this Section 9, “Third-Party Websites” include all websites, mobile websites, mobile and web applications, and services owned, operated, or provided by any third party, including any such website, application, or service operated or provided by a third party under license from Gagosian or any of our affiliates. The inclusion in the Digital Platforms of any link to a Third-Party Website does not constitute an endorsement or sponsorship by Gagosian of such Third-Party Website or the information, content, products, services, advertising, code, or other materials presented on or through such Third-Party Website. Any reliance on the contents of a Third-Party Website is done at your own risk. When you access such Third-Party Websites, you acknowledge and agree that (a) these other websites and services are not under our control and we have no responsibility for the information, content, products, services, advertising, code, or other materials provided by or through any Third-Party Website (even if the relevant website or service is owned or operated by a Gagosian affiliate, or under license from Gagosian or any of our affiliates); (b) there are risks in accessing these Third-Party Websites, and you assume all responsibilities and consequences resulting from such risks, and under no circumstances will we be responsible for any consequences resulting from such risks or for the accuracy, legality, appropriateness, or any other aspect of the content or function of such websites; and (c) additional or different terms and conditions may apply when you are accessing and using such Third-Party Websites. By using the Digital Platforms, you release and hold the Released Parties (defined below in Section 23) harmless from any and all liability arising from your use of any such Third-Party Websites or your reliance on any content, goods, or services provided by the relevant third party. If there is a dispute between you and any third party, we are under no obligation to become involved. You should direct any concerns to the relevant third party.
10. Copyright Agent. We respect the intellectual property rights of others and require that all who use the Digital Platforms do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Gagosian Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
(a) your address, telephone number, and email address;
(b) a description of the copyrighted work that you claim has been infringed
(c) a description of where the alleged infringing material is located;
(d) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(e) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Chief Legal Officer
980 Madison Avenue
New York, New York 10075
11. Products. We make certain products available for purchase through the Digital Platforms to visitors and registrants of the Digital Platforms. Certain products that you purchase on or through the Digital Platforms may be subject to additional terms and conditions presented to you at the time of such purchase.
12. Our Role in Selling Products. The products we offer for sale through the Digital Platforms are either owned by Gagosian or are being offered for sale on behalf of third-party sellers, which may be unnamed, on a consignment basis. When we are offering products for sale on behalf of third-party sellers, we are acting as the applicable seller’s agent and we do not take or transfer title to the product offered for sale on the Digital Platforms.
We do not produce, endorse, or recommend any of the products made available through the Digital Platforms. With respect to products that are offered for sale on a consignment basis, we are not affiliated with, endorsed by, or otherwise associated with any consignor or seller, or the retailer, designer, manufacturer, artist, author, or other creator of the products.
We assume no obligation to independently verify or investigate any product, the rights of any seller to sell any product, or the quality or condition of any product offered for sale through the Digital Platforms.
13. Orders. You agree that your order is an offer to buy all products listed in your order. You may not cancel an order following its placement. All orders are subject to our acceptance, and we will not be obligated to fulfill any order unless and until we accept it. Orders are subject to product availability, and we may, in our sole discretion, choose to limit, cancel, refrain from processing, or prohibit an order for any reason. This may occur, for example, if the product ordered is out of stock (including if another purchaser places an order for a particular product before you do) or has been mispriced, if we suspect the order is fraudulent, or in other circumstances we deem appropriate in our sole discretion. We also reserve the right to take steps to verify your identity before accepting or processing your order.
If we accept your order, we will send you a confirmation email with your order number, a summary of the items ordered, and shipping and pricing details (“Order Confirmation”). Our acceptance of your order and the formation of a contract of sale between you and us with respect to the relevant product(s) will not take place unless and until you have received your Order Confirmation email and your method of payment is charged. If your order cannot be completed for any reason, we will notify you using the information you provide when placing your order.
We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the offering of any products through the Digital Platforms at any time, in our sole discretion.
A reference to a product on the Digital Platforms does not guarantee or even imply that it is or will be available at the time of order or in your location.
14. Product Descriptions. It is your responsibility to review all of the information provided about a product before placing an order. However, we do not warrant that the product descriptions, images, or other information provided are accurate, complete, precise, reliable, current, or error-free. You acknowledge that the products are sold on an “as-is” and “as-available” basis.
15. Prices. All prices posted on the Digital Platforms are subject to change without notice. We cannot offer guarantees against pricing errors and are not responsible for typographical or other pricing errors. If an error occurs, we will inform you using the information you provide when placing your order and you may either confirm your order (at the corrected product pricing) or cancel the order. We reserve the right to cancel any order arising from a pricing error. Prices on the Digital Platforms are shown in U.S. Dollars unless otherwise indicated. For international orders, duties and taxes may be included in the price depending on the destination country.
16. Promotional Offers and Discounts. From time to time, we may offer special promotional offers and/or discounts that may apply to purchases through the Digital Platforms. You agree to be bound by any additional terms and conditions that apply with respect to any such special promotional offers or discounts. Promotional offers or discounts may be offered on a time-limited basis. Some products may be excluded from promotional offers or discounts. Such exclusions may be noted on the applicable product detail page.
17. Payment. You agree to pay in full the prices for any purchases you make by the means available on the Digital Platforms. We may process payments through third-party service providers, which may post operating rules related to payment on their respective websites and change such rules from time to time. By placing an order, you authorize us and our third-party service providers to charge your selected payment method for all amounts presented to you in the checkout and purchase process. You represent and warrant that (a) the payment information (including any credit or debit card information) you supply to us is true, correct, and complete; (b) you are duly authorized to use such payment method for the purchase; (c) charges incurred by you will be honored by your credit or debit card company (if applicable); and (d) you will pay charges incurred by you at the posted prices, including all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due promptly upon our first demand.
18. Shipping and Tax. Products ordered through the Digital Platforms will be shipped to the destination specified in the Order Confirmation. Please note that Gagosian is not able to ship products to certain destinations, including to any country that is currently subject to a U.S. embargo, sanctions, or other export controls. Please contact Gagosian to confirm whether we ship to your intended destination. Once an Order Confirmation is issued, Gagosian will arrange for shipment of the ordered products to you through a third-party delivery service provider. When available, Gagosian will provide a shipment tracking number upon shipment of all or any part of your order.
We are not responsible for the acts or omissions in our packing or shipping of purchased items or of other carriers or packers of purchased items, whether or not recommended by us. Packing and handling of purchased items is at the entire risk of the purchaser.
Shipping and delivery dates and times are estimates only and cannot be guaranteed, and we are not liable for any loss or damage caused by a delay in shipment. Title and risk of loss pass to you upon our, or the applicable seller’s, transfer of products to the delivery service provider. Posted prices do not include taxes and, unless otherwise specified on the relevant product page, do not include charges for shipping and handling. Applicable taxes and a combined shipping and handling charge will be added to your merchandise total. Applicable taxes and the shipping and handling charge will be stated in your shopping cart and in your Order Confirmation. International orders may be subject to additional local taxes, import duties, or other local requirements. Unless exempted by law, purchasers will be required to pay the combined New York State and local sales tax, any applicable sales and use tax of their home state, and any other applicable tax on the total purchase price. New York sales tax is charged on the posted price and any other applicable charges on a product that is picked up or delivered in New York state regardless of the state or country in which the purchaser resides or does business. Purchasers who wish to use their own shipper that is not considered a “common carrier” by the New York Department of Taxation and Finance will be charged New York sales tax on the entire charge regardless of the destination of the product.
19. Acceptance of Shipped Products. Any individual at the delivery address who accepts a delivery from the delivery service provider is presumed to be authorized to receive such delivery. In cases in which you have designated an alternative receiver, such person shall accept the delivery under all of the same Terms and Conditions that would apply had you accepted the delivery yourself.
20. Returns. All sales are final. We do not accept exchanges or returns. If you have received a damaged, defective, or incorrect item, you shall contact us as soon as possible to resolve the issue. We may require proof of any damage, including photographic evidence.
21. Permits. It is the purchaser’s sole responsibility to identify and obtain any necessary export, import, or other permit for the products purchased.
22. Disclaimer of Warranties. You expressly understand and agree that your access to and use of the Digital Platforms is at your sole risk and that you are solely responsible for, and assume all risks related to, the purchase, handling, storage, and use of any products made available through the Digital Platforms. The Digital Platforms and all services, content, functions, information, materials, and products available through the Digital Platforms are provided on an “as-is” and “as-available” basis without warranty of any kind.
Without limiting the foregoing, the Released Parties (defined below in Section 23) (a) make no warranties or representations regarding any products ordered or provided via the Digital Platforms; and (b) hereby disclaim, and you hereby waive, any and all warranties and representations with respect to such products, including, without limitation, the implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose; any implied warranties based on performance, usage of trade, or anything else; any and all warranties and representations made in product literature or otherwise on the Digital Platforms or in correspondence with Gagosian or its agents; and any representation or warranty as to authenticity, attribution, the physical condition, size, quality, rarity, importance, provenance, restoration, exhibitions, literature, or historical relevance of the products and no statement anywhere, whether oral or in writing, shall be deemed such a representation or warranty.
The released parties further do not warrant or guarantee that
(a) the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms will meet your requirements or expectations;
(b) any information provided will be timely, accurate, reliable, precise, thorough, correct or complete;
(c) the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms will be available at any particular time or place, uninterrupted, timely, secure, or error-free;
(d) any defects or errors in the Digital Platforms will be corrected;
(e) the Digital Platforms will be free of viruses or other harmful components; or
(f) any particular result or outcome can be achieved or that the results that may be obtained from the use of the Digital Platforms will be accurate or reliable.
23. Indemnification. You agree to defend, indemnify on demand, and keep Gagosian and our affiliates, parents, subsidiaries, and each of our and their respective officers, employees, agents, partners, content providers, service providers, suppliers, and licensors (collectively, the “Released Parties”) indemnified and hold the Released Parties harmless from any and all claims, liabilities, costs, losses (including, without limitation, consequential, and indirect losses), and expenses, including reasonable attorneys’ fees, arising in any way from (a) your use of or reliance on the Digital Platforms or any services, content, functions, information, materials, or products available through the Digital Platforms; (b) your purchase of any products through the Digital Platforms; (c) your placement or transmission of any message, content, information, software, or other materials through the Digital Platforms; or (d) your fraudulent or deceptive acts or omissions, violation of the law (including infringement of any intellectual property or other right of any person or entity), or breach of these Terms and Conditions. We will provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to assist and cooperate with our defense of such claim. In any event, you shall not settle any such claim without our prior written approval.
24. Limitation on Liability. In no event shall any Released Party be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business, goodwill, or anticipated savings) or any direct, indirect, special, incidental, consequential, exemplary, or punitive damages arising from, or directly or indirectly related to, (a) any breach of the Terms and Conditions; (b) the use of, or the inability to use, the Digital Platforms or the content, materials, information, functions, or products available through the Digital Platforms; (c) your purchase of any products through the Digital Platforms; (d) your provision of information via the Digital Platforms; (e) any inaccuracy or omission concerning any of the information provided, including the products offered for sale, on the Digital Platforms; (f) any content posted, transmitted, exchanged, or received by or on behalf of any user or other person on or through the Digital Platforms; or (g) lost business or lost sales, even if such Released Party has been advised of the possibility of such damages.
Without limiting the foregoing, any materials, data, text, images, video, audio, or software downloaded or otherwise obtained through the Digital Platforms are accessed, downloaded, or obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system, mobile device, or other property that results therefrom or from your use of any such materials. Some jurisdictions do not allow the limitation or exclusion of liability for direct, incidental, or consequential damages, so some of the above limitations may not apply to certain users.
In no event shall the total aggregate liability of the Released Parties for all damages, losses, and causes of action arising out of or related to these Terms and Conditions or your use of the Digital Platforms or the content, materials, information, functions, or products available through the Digital Platforms exceed, in the aggregate, fifty dollars ($50.00).
25. Governing Law and Jurisdiction.These Terms and Conditions represent the entire agreement between you and Gagosian with respect to the subject matter hereof and supersede any and all prior agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict-of-law rules. You consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in the State of New York, County of New York; (b) accept service of process by personal delivery or mail; and (c) waive any jurisdictional and venue defenses otherwise available.
You voluntarily and intentionally waive the right to a trial by jury in any action or proceeding that in any way relates to, concerns, or arises out of this agreement or any of the transactions entered into between the parties on the digital platforms. This jury waiver applies to any action or proceeding, whether sounding in contract, tort, or otherwise.
26. Local Standards. We do not represent or warrant that the Digital Platforms or any content, materials, information, functions, or products available through the Digital Platforms are appropriate for use in all locations. Persons who choose to access the Digital Platforms do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
27. Termination. Notwithstanding anything to the contrary set forth in these Terms and Conditions, we may cancel any order, terminate your access to all or any part of the Digital Platforms at any time, and/or block or prevent future access to and use of the Digital Platforms, in each case without cause, without notice, and without attendant liability, effective immediately. Upon any termination, all rights and obligations of the parties hereunder shall cease and you shall immediately cease using the Digital Platforms, except that (a) all obligations that accrued prior to the effective date of termination (including, without limitation, all payment obligations) and all remedies for breach of these Terms and Conditions shall survive; and (b) the provisions of these Terms and Conditions that by their nature are intended to survive termination shall so survive.
28. Miscellaneous. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions by Gagosian must be made in writing and signed by an authorized representative of Gagosian. Headings used in these Terms and Conditions are for convenience only and are not to be relied upon. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, Gagosian’s successors, assigns and licensees. There are no third-party beneficiaries to this agreement.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in our performance under these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.
29. Further Inquiries. You may direct questions about the Terms and Conditions to the following:
Chief Legal Officer
980 Madison Avenue
New York, New York 10075
Last Modified: October 18, 2021