Last Updated: Jan 6, 2022
These Conditions of Sale (“Conditions”) describe the terms and conditions that govern the relationship between Shiba Technologies, LLC d/b/a Shiba (“Shiba” or “we” or “our” or “us”) and the buyers, prospective buyers, bidders, sellers and prospective sellers that use the Shiba website, applications (including iOS and Android), technology, products, and services to buy, offer to buy, bid on, inquire about, list, market, offer for sale, or sell any property (collectively, the “Services”).
Such buyers and prospective buyers are hereinafter referred to as “Collectors,” such sellers and prospective sellers are hereinafter referred to as “Sellers,” and such Collectors and Sellers are hereinafter referred to as “you” or “your.”
By using any of the Services to list, market, offer for sale, buy, inquire about, or sell any property, you agree to be bound by these Conditions.
If you are using the Services on behalf of a company, organization or other legal entity, you represent and warrant that you are authorized to bind that entity to these Conditions, in which case the terms “you” and “your” in these Conditions will refer to that entity. In these Conditions, “on the Services” means on or through the Shiba website, mobile app, and/or on any Shiba application or technology that you may use, as applicable.
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING CONDITIONS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Please feel free to contact us if you have any questions.
The Services include an online marketplace and tools to list, market, offer for sale, buy, inquire about, and sell artwork and other property. All property is offered for sale and sold directly from the Seller to the Collector, and we are not a party to any sale, except as expressly stated in section 7 (Shiba Sales) below.
We may facilitate communication, payment, shipping, or other services between Collectors and Sellers in connection with some property. However, we are not the agent of any Collector or Seller for any purpose. Unless we agree otherwise in writing, all property will be listed, marketed, offered and sold under the Seller’s name. Seller agrees that we may use Seller’s name in connection with the listing, marketing, offer and sale of any and all items by you on and in connection with the Services, and to inform others of the sellers that use the Services. You are responsible for providing all equipment (such as computers or mobile devices), Internet and telecommunication service necessary to use the Services and/or to communicate with us, at your own cost. You are responsible for all of your own expenses in connection with these Conditions and your use of the Services as a Seller or Collector.
We’re always trying to improve our Services and they will change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.
Sellers that use the Services are separate businesses from Shiba and may have their own additional terms and conditions that apply to the property they offer for sale. Such terms and conditions may be posted in such property’s listing on the Services, in the Seller Conditions of Sale, or otherwise made available on the Services in connection with such property (the “Seller Conditions”), and Collectors are responsible for reviewing all relevant information available on the Services before buying or bidding on any property. If these Conditions conflict with any Seller Conditions, the Seller Conditions will govern to the extent the conflict relates to the Seller, including without limitation the Seller’s rights, protections or obligations, and these Conditions will govern to the extent the conflict relates to Shiba, including without limitation Shiba’s rights, protections or obligations. For the sake of clarity, in no event will any Seller Conditions constitute any representation, warranty, or assumption of liability of any kind by us.
Listing Descriptions. Sellers are solely responsible for: (i) accurately describing, and must accurately describe, property on the Services and (ii) all images, information and other material that Sellers submit, upload, post, publish or otherwise make available or accessible on or in connection with the Services. Information provided by Shiba to Collectors, including any pre-sale estimate, whether written or oral, and information in any listing, condition or other report, commentary or valuation, is not a representation of fact but rather a statement of belief held by Shiba based solely upon information provided to us by the Seller. Shiba may revise pre-sale estimates from time to time in our absolute discretion. Listing descriptions and condition reports may make reference to particular imperfections of a lot, but Collectors should note that lots may have other faults not expressly referred to in the listing or condition report. All dimensions are approximate. Illustrations are for identification purposes only and cannot be used as precise indications of size or to convey full information as to the actual condition of lots. Upon request, additional condition reports may be furnished by Sellers to Collectors at their own cost and expense.
Artist Information. The Services may include features and settings that enable Sellers to provide information with respect to artists, designers or other makers (each, an “Artist”) that created property listed or offered for sale by you and/or Artists with whom you otherwise have an affiliation or relationship. You agree that all information you provide with respect to each Artist will be true and accurate, that you will not misrepresent your affiliation or relationship with any Artist on or in connection with the Services, and that you will update all such information and settings on the Services as necessary to keep them accurate and current. In addition to any information you may provide about an Artist, we reserve the right to publish information about Artists that are created and edited by us at our sole discretion.
Corrections. Shiba reserves the right, but has no obligation, to modify Seller listings and Artist information, for example, in order to correct any inaccuracies.
Seller Information. Sellers agree that the contact information they provide to us may be posted as part of their listings on the Services and as part of their online profile on the Services, subject to withdrawing any consent or redacting information by sending an email to email@example.com.
In order to use the Services, You are required to create a Shiba account, complete all required forms, and provide and keep updated all required information, which may include but is not limited to contact information (including permanent business address and warehouse address, if applicable), tax or VAT number, financial and/or payment information. We may also require you to provide documentation of your identity, bank or other financial references, and other qualifying information at any time. Should you fail to provide this documentation or information upon our request within a reasonable amount of time before, during, or after a related sale, we may cancel the sale and will have no liability to the Collector or the Seller for doing so. You agree to update all such information as necessary to keep it accurate and current. You must not use any name that you are not legally authorized to use in connection with your account or use of the Services. You agree that you will maintain the confidentiality of your password and will not assign, rent, sell, lease, sub-license, or otherwise transfer your account to any third party. You agree that you are responsible for any and all activity that occurs under or through your account or password. We reserve the right to change your password, require you to change your password or require additional information to verify your identity before allowing you to access or use any or all of the Services, at any time at our sole discretion, for any reason, including, but not limited to, if we believe such action is necessary to maintain the security of your account or the Services. You agree to notify us immediately in writing if you suspect or become aware of any unauthorized access to or use of your account or password or other breach of security on the Services.
We may require Collectors to deposit a portion of any bid or offer that you place, in which case, if you are not the winning bidder or if the sale is not finalized, as applicable, your deposit will be refunded to you, and if you are the winning bidder or buyer, your deposit may be used to offset the appropriate portion of the purchase price. We may execute a $0.01 authorization or temporary charge on your credit card to verify that your credit card is valid and active. This amount will be returned once your card is verified. We may, but are not obligated to, impose transaction limits on Collectors at any time, at our sole discretion. We will not be liable to you (or Seller) if we permit any Seller to cancel an order because an authorization or charge on your credit card is unsuccessful.
You authorize us to obtain credit reports in order to approve you for use of our transaction-related Services. In order to use our Online Purchase (as defined below) feature, you will be required to open an account with a third party payment processor as chosen by us (“Payment Processor”). We do not guarantee that you will be able to register with or use any services of any Payment Processor, and we will not be liable or responsible for any loss of or inability to do business with any Payment Processor or other damage or loss of any kind resulting directly or indirectly from your relationship or other interactions with any Payment Processor, including without limitation: (i) any inability to register with or use any services of any Payment Processor; (ii) any policy, act or omission of any Payment Processor; or (iii) any failure by any Payment Processor to accept any payment by credit card or other means or any failure by any Payment Processor to remit funds to sellers by electronic transfer in connection with any transaction. Seller agrees to (a) defend Shiba against any claim by any Payment Processor in relation to Seller’s relationship or other interactions with such Payment Processor and (b) indemnify Shiba for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of such claim. We will not be liable to you (or Collector) if we permit any Collector to cancel an order because any Payment Processor’s services become unavailable after the Collector initiates the transaction. We are able only to allow those Collectors who have either a US, UK, or EU bank account to register with our Payment Processor.
The Services may include features that enable Collectors to contact us or the Seller regarding property listed on the Services (“Inquiry”). We and the Seller will have no obligation to accept or respond to any Inquiry and no liability for any delay or failure to do so. At our discretion, Shiba may inform any Collector who inquires about any property of price information and other information available to us about such property and/or other properties as we deem relevant to the Inquiry, whether or not such information is posted on the Services. We may administer each Inquiry that we receive at our sole discretion and may inform anyone who inquiries about a property of its price information and other information available to us about such property and/or other properties as we deem relevant to the Inquiry, whether or not such information is posted on the Services. Any Inquiry order submitted outside of the Services will be completed directly between the Collector and Seller, and Shiba shall have no liability for such offline transaction.
Sellers may receive or otherwise obtain Collector names, email addresses, postal addresses, or other information when a Collector makes an Inquiry or purchases an property from you, or otherwise in connection with your use of the Services (collectively, “User Information”). You agree to use User Information only for purposes related to User Inquiries or transactions, and not for unsolicited marketing emails or other unsolicited communications, except if a User has given you their express consent to use their User Information for such purposes.
Buy Now Functionality. Some features on the Services may be activated to permit a Collector to purchase a property (each an “Online Purchase”), for example using the “buy now” functionality . An Online Purchase is binding on the Collector and Seller. Collectors and Sellers are required to complete an Online Purchase transaction subject to these Conditions. We may designate some property as sold or not for sale on the Services immediately when we become aware that it is the subject of an Online Purchase, whether or not such Online Purchase transaction is still pending. All Online Purchase transactions will be conducted in the currency designated by us.
Buyer’s Responsibility. Each Collector that places an order using “Buy Now” is required to complete the transaction. When a Collector purchases property or makes an offer on any item, the Collector is accepting personal liability for the Total Purchase Price (defined below). Certain Seller Guarantees may apply to certain Online Purchase transactions if this is noted in connection with the applicable transaction (on a related web page). In this case, such Seller Guarantees are hereby incorporated in these Conditions by reference.
All Offers and Sales are Final. Please note that all offers, counteroffers and sales are final once submitted and may not be cancelled or modified by the Collector or Seller.
Offline Sales. You agree that any sales initiated via Buy Now, or Inquiry Offer must be finalized through this feature and processed by Shiba, and such Online Purchase may not be taken offline. Should we discover that a sale has been completed outside of our Services, we reserve the right to charge the Collector and Seller a commission on that sale. Furthermore, if an Online Purchase is completed outside of our Services, the protections afforded by these Conditions and our Shiba Buyer Guarantees and Seller Guarantees will not be available to either Seller or Collector.
Property Verification. Shiba reserves the right to review any property before allowing the Seller to proceed with the sale.
On occasion, Shiba itself may sell property through the Services. If we are the seller of an item, we will expressly identify Shiba as the seller on the Services and when performing a transaction with the Collector, and with respect to that item, we will be considered the seller under these Conditions. In all other cases, whether an Online Purchase or otherwise, we are not the Seller and will have none of the Seller’s obligations or liability, whether under these Conditions or otherwise.
Shiba reserves the right at any time at our sole discretion, but has no obligation to: (i) refuse registration to any Collector, Seller, person or entity; (ii) modify, edit, revise or withdraw any property from the Services; (iii) revise, edit, and modify Seller listings as well as remove a listing (e.g., if the listing is factually inaccurate); (iv) reject any offer made using the Online Purchase feature, (v) rescind a sale and cancel or reverse a related transaction (including without limitation, if the property previously sold and is no longer available for sale, the description of the property was not accurate or the property has been damaged); and (vi) terminate your access to our Services. Shiba will have no liability whatsoever for taking any of the foregoing actions. Upon notice of Shiba’s election to rescind the sale or to cancel or reverse a transaction, Collector will promptly return the property to Shiba or the Seller, at our discretion, and we or the Seller will then refund the Total Purchase Price. The refund shall constitute the sole remedy and recourse of the Collector or Seller against Shiba and the Seller or Collector, as applicable, with respect to such rescinded sale and related cancelled or reversed transaction.
The laws of some countries entitle the artist or the artist’s estate to a royalty. If applicable, as indicated on the Services, the Collector shall be required to pay such royalty. The Seller shall be solely responsible for determining the applicability of the royalty and for remitting the royalty to the appropriate individual or entity. The Seller agrees that if we pay any such royalties with respect to any property sold by Seller without being reimbursed by the Collector, the Seller authorizes us to retain such royalty as an amount owed to us by Seller when settling Seller’s account, and if we fail to do so in any case, Seller agrees to reimburse us for the full amount of such royalty by check as soon as practicable upon our request.
Total Purchase Price and Payment Deadline. Subject to these Conditions, upon the confirmation of any Online Purchase, the sale contract between the Collector and the Seller is concluded, and the Collector must pay the Total Purchase Price (i) immediately upon the conclusion of an Online Purchase, or (ii) no later than 5:00 PM Pacific Standard Time USA on the seventh (7th) day after the conclusion of all other sales (“Payment Deadline”). The “Total Purchase Price” includes: (i) the purchase price of the item; (ii) any sales tax, use tax, VAT and/or any other taxes or levies that the Seller or we are required to collect from the Collector under applicable law (“Transactional Taxes”); (iii) any applicable artist resale royalty; (iv) any and all shipping, packing, and insurance costs; (v) any applicable buyer’s premium; and (vi) any and all other applicable charges Where a separate shipping invoice is issued to the Collector, the Collector will be required to settle the invoice within five (5) business days of the date of the invoice. Shipment of the property will only be processed once all payments from the Collector have been received.
Passage of Title and Risk of Loss. We do not transfer and are not responsible for transferring legal ownership of property from the Seller to the Collector. The California Uniform Commercial Code will apply to the transfer of ownership between the Collector and the Seller, unless the Collector and the Seller agree otherwise. Risk of loss to each item will pass to the Collector when legal title to such item passes to the Collector.
Shiba Payment Processing. We may accept payment from the Collector on behalf of the Seller in connection with Online Purchases and other sales, in which case we will notify the Collector that we are doing and/or by providing the Collector with an option to check out on the Services. We may accept payments from Collectors by credit card, check or wire transfer at our sole discretion, and have no obligation to accept payment by other means. At our sole discretion, we may deny use of certain credit cards, place limits on any credit card order, and/or may use Payment Processors selected at our sole discretion to process any transaction. The Collector irrevocably authorizes us, at our option, to charge the Collector for the Total Purchase Price using any credit card information the Collector has provided on the Services, whether or not the Collector provided such credit card information in connection with the sale at issue. If any credit card payment is not approved, the Collector will remain personally liable for all amounts otherwise due. The Collector agrees to notify us directly in writing of any claims or issues regarding any payment made to us by credit card or any other means. All payments to us must be made in U.S. dollars unless we expressly agree otherwise in writing. The Collector is responsible for any currency costs incurred to make all payments to us in U.S. dollars regardless of the Collector’s home currency or payment method. If we or the Seller incur any bank fees receiving any payment from the Collector by wire transfer, the Collector will be responsible for those costs and agrees that (as applicable) we or the Seller may charge those costs to the Collector.
Resale. The Collector must not re-offer any purchased property for sale until the Collector has paid for the property in full and has otherwise assumed legal ownership and physical possession of the property subject to these Conditions.
Shiba Remedies for Non-Payment. Without prejudice to any rights the Seller may have, in the event that the Collector, for any reason, cancels any payment made by credit card or otherwise fails to pay the Total Purchase Price will respect to any property by the Payment Deadline, the Collector will be in default (“Collector Default”), Shiba may in our sole discretion exercise one or more of the following remedies: (i) cancel the sale of the lot, retaining any partial payment of the Total Purchase Price as liquidated damages; (ii) reject future bids from the Collector or render such bids subject to payment of a deposit; (iii) charge interest at 15% per annum, or the maximum amount permitted by applicable law, whichever is less, from the date payment became due until the date the Total Purchase Price is received in cleared funds; (iv) resell the lot by auction or private sale, with estimates and a reserve set at Shiba’s reasonable discretion, it being understood that in the event such resale is for less than the original hammer price and buyer’s premium for that lot, the Collector will remain liable for the shortfall together with all costs incurred in such resale; (v) commence legal proceedings to recover the hammer price and buyer’s premium for that lot, together with interest and the costs of such proceedings; (vii) set off the outstanding amount remaining unpaid by the Collector against any amounts which we or any of our affiliated companies may owe the Collector in any other transactions; (viii) release the name and address of the Collector to the Seller to enable the Seller to commence legal proceedings to recover the amounts due and legal costs; (ix) charge a 15% cancellation fee or (x) take such other action as we deem necessary or appropriate. In addition, if the Collector for any reason fails to pay the Total Purchase Price with respect to any property by the Payment Deadline, the Collector irrevocably authorizes us, at our option, to charge the Collector for any outstanding portion of such Total Purchase Price using any credit card information the Collector has provided on the Services, whether or not the Collector provided such credit card information in connection with the sale at issue. Defaulting Collector will be liable to us and the Seller for any and all costs, expenses (including reasonable attorneys’ fees), and damages of whatever kind incurred in connection with such Collector Default, the collection of any amounts due from the defaulting Collector, and/or (if applicable) the resale of the property at issue.
No Obligation. Any statement in these Conditions or elsewhere (whether written, oral or implied) notwithstanding, we have no obligation to enforce any payment from any Collector or to take any legal action or other action against any Collector that fails to make any payment under any circumstances. In no event will we be liable to any Seller for any loss of profits, revenue or anticipated savings, or any special, incidental or consequential damages arising out of any non-payment of any Collector.
Shipping and Handling. Unless Shiba or the Seller 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 property. Collectors may be required to pay additional shipping fees or taxes if the Collector changes their delivery address after paying the Total Purchase Price. Sellers 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 Sellers are required to disclose any and all information required to import or export the property. Shippers may contact Collectors and Sellers directly with communications necessary to pick up and deliver the property. If the Seller coordinates shipment and the work is lost or damaged, the Seller will use best efforts to work with the shipper to resolve the matter. Further, the Seller is responsible for (i) insuring shipments; (ii) accepting a return, refund, or discount on a lost or damaged work; and (iii) in the case of a return, covering return shipment and insurance on that shipment.
Our Role. We may, but are not obligated to, provide support in the shipping process, such as facilitating communication or payment between Collectors and shippers, or recommending third-party service providers. We currently use Arta as our shipping partner. In such cases, additional terms and conditions may apply. 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, Seller or third party in connection with the shipping, packing or handling of any property. We do not control and are not liable or responsible for the acts, omissions or policies of the Seller 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 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.
Release of Purchased Property. The Seller agrees to release physical possession of any property within seven (7) days of confirmation from us that the Collector has paid the Total Purchase Price in good and cleared funds. The Seller agrees to supply shipment tracking details, and to provide Shiba, if requested, with a copy of release records for each such property signed by the Collector or a copy of the shipping company’s bill of lading signed by the Seller confirming that you have released such property. If the Seller coordinates shipment and the work is lost or damaged, the Seller will use best efforts to work with the shipper to resolve the matter.
Collectors are advised that: (i) some countries may prohibit or require a license or permit in order to export or import some property, including but not limited to property containing material from endangered or other protected plant or animal species; (ii) cross-border deliveries are subject to opening and inspection by customs authorities; (iii) the laws of some countries may prohibit the resale of some property once it is imported into those countries; and (iv) some countries may reserve the right to purchase some property exported from those countries (sometimes called a “right of preemption”). None of Shiba and our officers, owners, directors, consultants, agents, and employees (collectively, the “Shiba Parties”) or the Seller makes any representations or warranties as to whether any property is or is not subject to any such laws or restrictions. It is solely the Collector’s responsibility to determine and obtain at its own cost any necessary export and/or import licenses and other required permits for purchased property. Unless the Collector and the Seller agree otherwise, a delay in obtaining or failure to obtain any required license or permit will not justify the cancellation of any sale or any delay in paying the Total Purchase Price with respect to any property. None of the Shiba Parties or the Seller will be liable for any damage or loss resulting directly or indirectly from any confiscation of purchased property, transportation restriction, or other action taken by any government or public authority.
Shiba staff may use the Services as buyers in their personal capacity (i.e. not as our employees, agents or representatives) as long as they do not have any confidential information about the item they are bidding on and/or buying. Likewise, if the seller in an auction is an organization, its staff may bid in that auction in their personal capacity, as long as they do not have any confidential information about the item they are bidding on. In all such cases, the staff member is personally subject to these Conditions like any other bidder and/or buyer.
We cannot guarantee that any property appearing on the Services will be available to sell or listed with the correct price, including but not limited to items listed with the Online Purchase feature. You acknowledge and agree that all property appearing on the Services is subject to availability.
Collectors represent and warrant that all information provided on or through the Services is true and accurate, and that you will not permit any other person or entity to use your Shiba account or login credentials. Collectors also represent and warrant that any purchases made or offers or bids placed by you or on your behalf are not the result of any collusive or other anti-competitive agreement and are otherwise consistent with federal and state antitrust law. Collectors warrant that the funds used for settlement are not connected with any criminal activity, including tax evasion, and you are neither under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes
The Seller represents and warrants that: (i) you are the sole owner of the property or are duly authorized by the owner of the property to offer and sell such property; (ii) you have the right to offer and sell the property subject to these Conditions; (iii) upon sale, good and marketable title and right of possession to the property will pass to the Collector free from any claims, liens or other encumbrances of any third party, including but not limited to claims of governments or governmental agencies; (iv) the property is authentic and is not counterfeit and you 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 subject to the laws of the country in which it was formerly located, and any taxes and/or duties on such import and export have been paid; (vi) any and all data provided by you to describe the property is accurate and not misleading; (vii) you 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 we may receive and remit to you in connection with any collection tools made available by us and used by you, and you will notify us in writing of any taxes or duties that may be payable by us on your behalf in any jurisdiction; (viii) you have all necessary rights and authority to enter into these Conditions and perform your obligations under these Conditions; and (ix) none of your acts or performance in connection with these Conditions and no part of these Conditions will conflict with any obligation that you have to any third party, whether contractual or otherwise (together the “Seller Warranty”). You agree that the Seller Warranty is for the benefit of Shiba and the Collector of the property, that such Seller Warranty will survive these Conditions and the transactions contemplated by these Conditions, and that such Seller Warranty applies to all property that you list for sale, market, offer or sell on or in connection with the Services. You agree to immediately notify us in writing of any event or information that may cause the Seller Warranty to be inaccurate or breached in any way.
Collector agrees to indemnify, defend, and hold harmless the (i) Shiba Parties and (ii) Sellers, as applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of any claims, actions, audits, investigations, inquiries or other proceedings instituted by any third party that arise out of or relate to any actual or alleged breach of any of Collector’s agreements, obligations, representations or warranties set forth in these Conditions. Collector agrees to reimburse us for any costs and expenses (including reasonable attorneys’ fees) arising out of any claims by us against you arising out of your breach of these Conditions or other misuse of the Services by you under these Conditions. Collector’s obligations set forth in this section will survive these Conditions and Collector’s use of the Services.
Seller agrees to indemnify, defend, and hold harmless the (i) Shiba Parties and (ii) Collectors, as applicable, from and against any and all claims, costs, liabilities, judgments, penalties, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of any claims, actions, audits, investigations, inquiries or other proceedings instituted by any third party that arise out of or relate to any actual or alleged breach of any of Seller’s agreements, obligations, representations or warranties set forth in these Conditions. Seller agrees to reimburse us for any costs and expenses (including reasonable attorneys’ fees) arising out of any claims by us against you arising out of your breach of these Conditions or other misuse of the Services by you under these Conditions. Seller’s obligations set forth in this section will survive these Conditions and Seller’s use of the Services.
UNLESS AND EXCEPT AS OTHERWISE EXPRESSLY STATED ELSEWHERE IN THESE CONDITIONS, ALL PROPERTY SOLD VIA ONLINE PURCHASE IS SOLD “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, AND SHIBA MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITY OF ANY KIND, WITH REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, QUALITY, CONDITION, ATTRIBUTION, AUTHENTICITY, RARITY, IMPORTANCE, MEDIUM, PROVENANCE, EXHIBITION HISTORY, LITERATURE OR HISTORICAL RELEVANCE OF ANY SUCH PROPERTY, AND NO STATEMENT ANYWHERE, WHETHER ORAL OR WRITTEN, WHETHER MADE ON THE SERVICES, IN A BILL OF SALE, AN ADVERTISEMENT, ANY OTHER SUPPLEMENTAL MATERIALS OR ELSEWHERE, WILL BE DEEMED SUCH A REPRESENTATION, WARRANTY, OR ASSUMPTION OF LIABILITY. SHIBA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE BUYER WILL ACQUIRE ANY REPRODUCTION RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS IN ANY PROPERTY SOLD. IF THE USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING ANY EQUIPMENT, MATERIAL OR DATA, THE SHIBA PARTIES WILL NOT BE RESPONSIBLE FOR THOSE COSTS OR LOSSES, AND YOU SHOULD BACKUP YOUR DATA AT ALL TIMES. SHIBA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO WHETHER ANY ARTWORK SOLD IS SUBJECT TO ANY ARTIST’S MORAL RIGHTS OR RESIDUAL RIGHTS. WITH RESPECT TO PROPERTY AVAILABLE FOR BIDDING, ANY ESTIMATE OF THE SELLING PRICE IS NOT TO BE RELIED ON AS A STATEMENT THAT THIS IS THE PRICE AT WHICH THE ITEM WILL SELL OR ITS VALUE FOR ANY OTHER PURPOSE. SHIBA WILL NOT BE RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THE SERVICES OR IN ANY SUPPLEMENTAL MATERIALS. UNLESS AND EXCEPT AS OTHERWISE EXPRESSLY STATED ELSEWHERE IN THESE CONDITIONS, ALL PROPERTY SOLD IN VIA ONLINE PURCHASE IS FINAL SALE AND IS NOT RETURNABLE.
Authorship Warranty. The Seller warrants to the Collector for a period of five (5) years from the sale date that if the property sold by the Seller via Online Purchase is described as of the sale date in the property listing on the Services to be the work of a named authorship without qualification, then the property is authentic and is not a forgery (“Authorship Warranty”). This Authorship Warranty is subject to the following terms and conditions: (i) it does not apply to property whose description of authorship on the Services as of the sale date corresponded with the generally accepted opinion of scholars or experts or indicated that there was a conflict of opinions; (ii) it does not apply to property whose authorship as described on the Services as of the sale date is proved inaccurate by means of a scientific process not generally accepted for use until after the sale date or a process which as of the sale date was unreasonably expensive or impractical or likely to have caused damage to the property; (iii) the benefits of the Authorship Warranty are not transferable and apply only to the original buyer of record, and not to their successors or assigns or any other party; and (iv) “authorship” means only the creator of the property, or the period, culture, source or origin of the property, as the case may be, as described in the property listing on the Services as of the sale date.
Cancellation and Refund. The Seller agrees to cancel the sale and refund the purchase price of the property to the Collector subject to the following terms and conditions: (i) if more than 180 days after the delivery date, the Collector must notify the Seller in writing within sixty (60) days after the Collector first receives any information leading to the belief that the Authorship Warranty has been breached, in any case within five (5) years after the original sale date, and must provide such information to the Seller; (ii) the Collector must have remained the owner of the property without disposing of any interest in it to any third party; and (iii) the Collector must return the property to the Seller in the same condition it was in as of the original sale date. If the Collector notifies the Seller of such breach more than 180 days after the delivery date, the Seller reserves the right, as a condition to cancelling any sale under the Authorship Warranty, to require that the Collector obtain, at the Collector’s expense, the written opinions of two (2) independent and recognized experts in the field mutually acceptable to the Collector and the Seller. The Seller will not be bound by any expert opinions produced by the Collector and reserves the right to obtain additional expert opinions at the Seller’s own expense. The activities described in this paragraph will be conducted solely by the Collector and the Seller. We will have no responsibility to the Collector or the Seller in these regards.
Exclusive Remedy. The Collector acknowledges and agrees that cancellation of the sale and refund of the purchase price subject to the above terms and conditions will be the Collector’s sole and exclusive remedy for any breach of the Authorship Warranty, in place of any other remedy or recourse that might otherwise be available at law or in equity. None of the Shiba Parties or the Seller will be liable to the Collector for any special, incidental or consequential damages arising out of or in connection with any breach of the Authorship Warranty, including, without limitation, loss of profits or interest
No Warranty by Shiba. Except with respect to property sold by Shiba itself, we make no representations or warranties of any kind (express or implied) with regard to any property.
As we are not the agent of any Collector or Seller for any purpose, the Shiba Parties have no duty to resolve, and will not act as the agent of any Collector or seller in connection with resolving any disputes. However, we may, but are not obligated to, provide intermediary services between Collectors and sellers in connection with customer service or dispute resolution matters. In the event we elect in our sole discretion to provide intermediary services, we will attempt to help Collector and Seller resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Our decision is final and binding on all parties and cannot be appealed, challenged or reversed, including, without limitation, the applicability or resolution of any matter related to any Seller Guarantee. Collector and Seller agree to cooperate with us in a timely manner in any such investigations that we may choose to conduct, as permitted by applicable law. Communication for orders and transactions should be performed on the Services. Users who engage and communicate off of the Services will not be protected by these Conditions or any Seller Guarantee.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, ANY WARRANTIES AS TO THE ANTICIPATED SELLING PRICE OF ANY PROPERTY OR THAT AN ITEM WILL SELL, AND ANY WARRANTIES THAT ANY COLLECTORS OR SELLERS WILL COMPLETE ANY TRANSACTIONS OR OTHERWISE PERFORM AS PROMISED, ALL OF WHICH ARE WARRANTIES THAT SHIBA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL SHIBA BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE EXECUTION OF ANY PURCHASES (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 ANY 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.
These Conditions, and the rights and obligations of the parties under these Conditions, will be governed by and construed in accordance with the laws of the State of California and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles. You agree that any claims or disputes arising out of or related to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services, must be resolved exclusively by a state or federal court located in San Francisco, County, California, United States, whether or not such dispute involves third parties. You and we each agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in San Francisco County, California, United States, for the purpose of resolving all such claims or disputes, and you waive any objection as to inconvenient forum. In addition, you and we each expressly waive any right to a jury trial in the resolution of any such claims or disputes. To ensure that disputes are dealt with soon after they arise, you agree that regardless of any law to the contrary, each claim or cause of action you have against us arising out of or related to these Conditions or the Services must be filed within the applicable statute of limitations, or, if earlier, one year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred. Nothing in this Agreement will prevent us from seeking injunctive or other equitable relief in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to these Conditions, the Services, or the listing, marketing, offer or sale of property through the Services.
We reserve the right to change, modify, add or remove any part of these Conditions at any time at our sole discretion. All changes to these Conditions will be effective immediately when posted on the Services and/or our website or when we notify you by email or some other means (to the email address or other contact information that we have for you in our records), and you agree to review these Conditions carefully and inform yourself of all applicable changes when listing property and before buying any property. If you don’t agree with the updated Conditions, you are free to reject them and you will no longer be able to use the Services. By continuing to use the Services in any way after any changes to these Conditions become effective, you agree to be bound by such changes and the updated Conditions. Changes to these Conditions will not apply to any transaction, claim or dispute that arose before the changes became effective, all of which will remain subject to the version of these Conditions in effect at the time that such transaction, claim or dispute arose. We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to this Agreement, including, but not limited to, any loss of or inability to do business or to provide or use any product or service. Please save and/or print a copy of these Conditions for your records. Except for changes by us as described here, no other amendment or modification of these Conditions will be effective unless in writing and signed by both you and us.
We own and retain, solely and exclusively, all rights, title, and interest in and to the Services, including but not limited to all copyrights, trademark rights, trade secrets, patent rights, moral rights, database rights, and other intellectual property rights therein. Except for the limited use of the Services that we grant to you under this Agreement, nothing in this Agreement grants you any license or permission to use any of our trademarks, service marks or logos in any manner, or any other license or permission under any copyright, trademark or other intellectual property rights of Shiba or any third party, whether by implication, estoppel or otherwise. We reserve all rights not expressly granted to you in this Agreement or in a separate written agreement between you and us.
These Conditions, together with any other applicable terms and conditions made available on the Services, and (as applicable) any written terms and conditions made available by us or any Seller at a live event where the Services are used for Online Purchases, constitutes all of the terms and conditions on which you may purchase, negotiate or inquire about property through the Services. If any provision of these Conditions is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible, and these Conditions will otherwise remain in full force and effect. No delay or failure by us to exercise or enforce any right or provision of these Conditions will be deemed a waiver of that or any other right or provision. We will not be deemed to have waived any right or remedy under these Conditions unless the waiver is in writing and signed by an Shiba representative who intends and is duly authorized to agree to such waiver on our behalf. No single or partial exercise by us of any right or remedy under these Conditions will prevent any further exercise by us of any other right or remedy. These Conditions will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns, but you may not assign these Conditions or any right or obligation under these Conditions without our prior written consent. We may transfer, assign, or delegate these Conditions and our rights and obligations without consent. There are no third-party beneficiaries to these Conditions except as expressly stated in these Conditions. You and we are independent contractors under these Conditions. Nothing stated in or implied from these Conditions will create any agency, partnership, joint venture, employment, sales representative, or franchise relationship between you and us. You will not represent yourself as our agent to any third party and have no authority to make or accept any offer or representation on our behalf. Except as expressly otherwise provided in these Conditions, nothing stated in or implied from these Conditions will give any party other than you or us any legal or equitable right, remedy or claim under or with respect to these Conditions.
These Conditions were written in English (U.S.). To the extent any translated version of these Conditions conflicts with the English version, the English version controls. The paragraph and section titles in these Conditions are for convenience only and have no legal or contractual effect. Sections in these Conditions relating to obligations which have accrued or have application beyond the term of these Conditions, including, without limitation, those relating to intellectual property, indemnification, warranty disclaimers and limitation of liability, and any provision required to interpret and enforce the parties’ rights and obligations under these Conditions to the extent required for the full observation and performance of these Conditions, shall survive any termination or expiration of these Conditions or your use of the Services. In no event will Shiba be liable for any failure or delay in performing an obligation under these Conditions that is due to any causes beyond its reasonable control, including without limitation acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, or explosion.
If you have any questions about these Conditions, please email us at: firstname.lastname@example.org. Shiba has offices at: 995 Market Street, San Francisco, California 94103, USA