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Terms of Use

Last updated: September 24, 2021

The following terms of use, together with any documents and additional terms they expressly incorporate by reference (collectively, the “Terms of Use”) govern your access to and use of: (a) our website offered on or through https://peggy.com (the “Peggy Website”); (b) any mobile device software provided by us to you (the “Peggy Application”); (c) any text, pictures, media, data, or other information, materials, or content (collectively, the “Content”) contained on or provided through the Peggy Website or Peggy Application (other than User Data or User Submissions, as defined below); and (d) all other Content, products or services provided by us to you (collectively, the “Peggy Solution”).

These Terms of Use form an agreement between Peggy Inc. (“Peggy”, “us”, “we”, “our”) and you. The term “you”, “your”, or “User” refers to the person or entity browsing, installing, downloading, or otherwise using the Peggy Solution (“use” or “using” in these Terms of Use will mean any of the foregoing).

If you are offering to purchase works of art (“Artwork”) on or through the Peggy Solution, references to “buyer” in these Terms of Use will refer to you in respect of such offers and purchases. If you are offering Artwork for sale on or through the Peggy Solution, references to “seller” in these Terms of Use will refer to you in respect of such offers and sales.

BY USING THE PEGGY SOLUTION, OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE PEGGY SOLUTION IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST NOT ACCESS OR USE THE PEGGY SOLUTION.

IF YOU ARE USING THE PEGGY SOLUTION ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “YOU”, “YOUR”, AND “USER” APPLY TO SUCH PERSON OR ENTITY.

  1. Changes to these Terms of Use and the Peggy Solution
    1. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any provision of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Peggy Website or provide a notice through the Peggy Application, send you an email, or notify you by some other means as required by applicable law; (ii) post a new version of these Terms of Use to the Peggy Website or through the Peggy Application; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Peggy Solution is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Peggy Solution. Otherwise, your continued use of the Peggy Solution after any changes to these Terms of Use indicates your acceptance of such changes.
    2. We reserve the right to modify the Peggy Solution at any time, without notice. We may, at our discretion, suspend your use of the Peggy Solution: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns.
    3. You may need to update third-party software from time to time in order to use the Peggy Solution.
  2. Additional Terms

    Your use of certain functionalities or services provided in or through the Peggy Solution may be subject to the terms and conditions as set out at http://peggy.com/shipping-terms and other terms and conditions presented to you by Peggy or its service providers on or through the Peggy Solution (collectively, the “Additional User Terms”). The Additional User Terms are incorporated herein by reference and form part of these Terms of Use. If there is a conflict or inconsistency between the Additional User Terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the Additional User Terms expressly states that the conflicting term in these Terms of Use does not apply. If you do not accept and agree to the Additional User Terms, you may not be able to, and you should not, use those functionalities or services.

  3. User Account
    1. To use certain features of the Peggy Solution, you may be required to successfully sign up for a user account (a “User ID”) and provide your full name (or business name, if you are a business), an appropriate username handle, email address, and password login credentials; you may also register for a User ID by logging into your account via certain designated third-party services, such as Google Connect. Please note that by connecting to the Website and the Peggy Solution using a third-party service, you are giving Peggy permission to: (i) access and use your information from that service as permitted by that service; and (ii) store your authorisation access to that third-party service. You acknowledge that your username handle will be displayed to, and viewable by, other users of the Peggy Solution.
    2. If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.
    3. You must provide us with true, accurate, current and complete information when signing up for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may suspend or terminate your use of the Peggy Solution.
    4. We reserve the right to disable, change, or reclaim or repurpose any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from using the Peggy Solution and if we change, reclaim, or repurpose any User ID you may be prevented from using the Peggy Solution through that User ID.
    5. PEGGY IS ENTITLED TO ACT ON INSTRUCTIONS RECEIVED THROUGH YOUR ACCOUNT. PEGGY IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN OR TRANSACTIONS MADE TO OR FROM YOUR ACCOUNT (INCLUDING ANY OFFERS TO PURCHASE OR SELL ARTWORK) BY YOU OR ANY OTHER PARTY USING YOUR USER ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with your User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any action, in our sole discretion, to ensure the security of the Peggy Solution and your account, including terminating your account, changing your password, or requesting additional information to authorize transactions on your account.
  4. User Data, User Submissions, and Privacy
    1. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, a fully paid up, irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to collect, store, and use any Content that you load, transmit to or enter into, or that we collect from, the Peggy Solution (collectively, “User Data”): (i) to develop, enhance and make available the Peggy Solution; and (ii) to produce data and other information, content, and materials that are not identified as relating to a particular individual or company (such data, information, content, and materials, the “Aggregated Data”).
    2. We and our affiliates and service providers, and each of their and our respective licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.
    3. Please review our current privacy policy, available at http://peggy.com/privacy (“Privacy Policy”), which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms part of these Terms of Use.
    4. When you as a user post or publish Content that you upload, e-mail, transmit or otherwise make publicly available on the Peggy Solution (“User Submissions”), you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, a fully paid up, irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and otherwise disclose to third parties, the User Submissions (in whole or in part) for any purpose (including on advertising campaigns, marketing campaigns, and on social media) and to incorporate them in other works in any form, media or technology now known or later developed, throughout the world, without compensation to you, for the full term of any worldwide intellectual property right that may exist in the User Submissions. You further waive any moral rights, rights of publicity, or other rights of authorship as a condition of posting, publishing, uploading, e-mailing, transmitting or otherwise making publicly available on or through the Peggy Solution, any of the User Submissions.
    5. You grant each user of the Peggy Solution a non-exclusive, perpetual license to access the User Submissions through the Peggy Solution and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions including after any termination of your account or the Peggy Solution.
    6. We reserve the right to remove, edit, limit, or block access to User Data and User Submissions at any time and from time to time, in our sole discretion, including upon any violation of any provision of these Terms of Use. We have no obligation to display or review your User Data or the User Submissions.
    7. You understand and agree that you, and not the Peggy Parties, are fully responsible for all User Data and User Submissions.
    8. To the extent permitted by applicable law, Peggy will not be liable for any failure to store, or for loss or corruption of, your User Data.
    9. You represent and warrant to us that: (i) your User Data and the User Submissions will only contain information (including Personal Information) in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available such User Data and User Submissions on or through the Peggy Solution; (ii) you own or control the appropriate rights in and to your User Data and the User Submissions, including any intellectual property owned by third parties and the right to grant the licenses to the User Submissions contained herein; and (iii) you will not submit, upload, or otherwise make available via the Peggy Solution, any User Data or User Submissions that: (A) you do not have the rights necessary to use, transmit, publish, or to grant us the licenses as described herein; (B) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (C) breach or violate any applicable laws or these Terms of Use.
  5. Pegcasts and Participation in Content Creation for the Peggy Solution

    In certain situations, we may ask you to participate in our creation of Content that we plan to include in the Peggy Solution, including Pegcasts (which, for clarity, are podcast-like audio or video recordings of an artist, gallerist, or other type of stakeholder(s)). As part of such Content creation, we may record, produce and edit audio, video or written content based on audio, video or written interviews with you. In consideration for your participation in such Content creation, you agree to the following:

      1. You irrevocably grant to Peggy the right and license to record, photograph and film you during the creation of the Content and at Peggy’s option, use, reproduce, copy, publish, retouch, edit, exhibit, broadcast, transmit and distribute your picture, voice, comments, silhouette and other reproductions of your physical likeness in and in connection with the advertisement, distribution and broadcasting of the Peggy Solution for an unlimited term in any and all media. Notwithstanding the foregoing, it is understood that Peggy is under no obligation to use any such Content, to credit you, or to consult with you in connection with any use thereof.
      2. You also agree to the use of, and grant to Peggy an irrevocable right to the unrestricted use of, your name, likeness, portrait or pictures, voice and biographical material about you for educational, program or series publicity and organizational promotional purposes and for such other commercial advertising or other purposes as Peggy may decide upon in its sole discretion.
      3. You agree that you will have no right of approval and no claim to additional compensation, royalty, or benefit, and no claim (including claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use or any blurring, distortion, alternation, optical illusion or use in composite form whether or not intentional, and you fully release Peggy from any such claims.
      4. You confirm that any Content furnished or displayed by you and all intellectual property rights therein and thereto (including any works of art or trademarks that are visible when you are being recorded) is either yours or otherwise authorized for such use by the rights holder without obligation to you or any third party. Without limiting the generality of the foregoing, you agree that you are responsible for, and will indemnify, defend and hold harmless Peggy and its respective contractors, directors, employees, affiliates, representatives, agents, successors, and assigns from and against, any claims (including legal fees) alleging that any Content you furnish or display violates, misappropriates, or infringes the rights of any third party.
      5. You further agree that your participation confers upon you no rights of use, ownership or copyright therein.
      6. You release Peggy and its respective contractors, directors, employees, affiliates, representatives, agents, successors, and assigns from all liability which may arise from any claims by you or any third party in connection with your participation therein.

    If any other individual or identifiable location appears or is referenced in any such Content, you will be responsible for obtaining such individual’s or location owner’s consent and release for, and agreeing on such individual’s or location owner’s behalf to, the provisions of this Section 5 and you will indemnify, defend and hold harmless Peggy and its respective contractors, directors, employees, affiliates, representatives, successors, and assigns from and against any claims by or on behalf of such individual or location owner in relation to such Content.

  6. Notifications Regarding Artists or Artwork

    You may subscribe to notifications through the Peggy Solution regarding certain Artwork or artists in order to be notified of asking prices, proposed offers, and active binding offers for certain Artwork, so that you may make a better offer if you wish, including an offer to buy back an Artwork.

  7. Peggy does not screen Artwork Content; Featured Content

    Peggy believes in free expression by artists and is not responsible for screening or reviewing the content of any Artwork or its suitability for individual users. Without limiting the generality of the previous sentence, Content made available on or through the Peggy Solution may include nudity, graphic images, or other material that some people may consider offensive, disturbing, or inappropriate.

    Some Content provided on or through the Peggy Solution may be designated as featured or marked with other similar language. Such designations or markings do not constitute an endorsement, representation or warranty of any kind by us regarding such Content.

  8. Offering Artwork for Sale

    Your placement of Artwork for sale on or through the Peggy Solution constitutes an irrevocable offer to sell such Artwork through the Peggy Solution. All offers and sales are final once submitted and may not be cancelled or changed. By placing any Artwork for sale on or through the Peggy Solution, the seller of such Artwork represents and warrants that: (a) the Artwork is authentic and the description of, and any information provided in relation to, such Artwork is accurate, true and not misleading in any respect; and (b) the seller owns such Artwork free and clear of any security interests, liens or adverse claims of any kind and upon sale, good and marketable title will pass to the buyer; (c) and if acting as agent, has the full power, right and authority to sell such Artwork on the owner’s behalf; and (d) none of your acts or performance in connection with these Terms of Use and no part of these Terms of Use will conflict with any obligation that you have to any third party, whether contractual or otherwise (collectively, the “Seller’s Warranties”). You agree to immediately notify us in writing of any event or information that may cause the Seller’s Warranties to be inaccurate or breached in any way.

    By placing Artwork for sale on or through the Peggy Solution, the seller of such Artwork authorizes us, or our third-party payment processor(s) (each, a “Payment Processor”), to deduct from any payments to the seller, any payment processing fees as well as our fees and artist and gallery royalties (as applicable), as further detailed in the Additional User Terms.

    Without limiting Section 3(a) above, where a seller authorizes representation by another person (including through a gallery), the seller accepts responsibility for all conduct of such representative on or through the Peggy Solution as if made by the seller (including selling price, acceptance of offers, rejection of offers, and description and other content).

  9. Placing Offers to Purchase Artwork; No Refunds or Bid Withdrawals; Right to Chase Negative Balances or other Liabilities

    Your placement of an offer for any Artwork on or through the Peggy Solution constitutes an irrevocable offer to purchase such Artwork. Except where required by law, you are not entitled to return, or receive a refund for, any Artwork you purchase.

    For Artwork that is priced in a foreign currency, at the time you make an offer on an Artwork you will be notified of the currency in which you will be charged together with the corresponding price. Artwork prices listed in foreign currencies are for informational purposes only. The buyer understands and agrees that any such foreign currency listings are not the official price.

    By placing an offer for any Artwork, the buyer authorizes us, or our Payment Processor, to deduct a percentage of such offer from the buyer’s account, which the buyer will forfeit if the buyer fails to complete the purchase of Artwork if the buyer’s offer is accepted, and to charge or deduct from the buyer’s account sufficient funds to fulfill such offer if it is accepted. Any buyer of Artwork will need to provide our Payment Processor(s) with the information necessary to process a payment from the buyer, including the billing information requested through the applicable Payment Processor’s platform.

    Prior to selling any Artwork, you agree to connect your account with our Payment Processor(s) to your bank account and confirm that such information is correct and will be kept up to date. You will advise us in the event your banking information changes. If you go into negative balance as part of your sale of any Artwork (e.g. as a result of any chargebacks), Peggy reserves the right to rectify your negative balance by authorizing our Payment Processor(s) to draw upon your bank account. If this fails, Peggy reserves the right to pursue the seller for all monies owed.

    You also warrant that the funds used for settlement or payment 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.

  10. Settlement and Clearance of Payments for Artwork; Responsibility for Shipping Fees and Sales Tax; Reporting Transactions; Withholding Taxes

    The collection, processing, and clearance of payments for Artwork, and distribution of funds to Peggy and other parties, will be performed by the Payment Processor(s) and will be subject to the terms, conditions and privacy policies, if any, of the Payment Processor(s) in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, the Payment Processor(s). We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.

    Unless exempt by law, the buyer is required to pay all applicable taxes or levies related to the purchase of an Artwork by the buyer. The buyer is required to pay such taxes as the seller is required to collect, but the failure of the seller to collect any taxes from the buyer will not relieve the buyer’s obligation to pay them. Upon request from Peggy, you will provide all information required for Peggy to determine whether taxes have been properly assessed and remitted, including your resident/non-resident status in any jurisdiction and your tax identification numbers.

    Except where otherwise agreed by the buyer and seller, any offers for Artwork do not include shipping and handling charges, sales and other taxes, and any customs charges or duties (including brokerage fees), if applicable, in relation to the sale, packing, shipment, and delivery of such Artwork, which the buyer of the Artwork is responsible for and which will be added to the total amount deducted from the buyer’s account.

    While we may provide tools through the Peggy Solution to assist with the calculation of applicable taxes, the seller of the Artwork is ultimately responsible for determining, deducting and remitting applicable taxes to the appropriate governmental and regulatory authorities and contacting us if applicable taxes calculated through the Peggy Solution are not correct.

    While the buyer and seller are ultimately responsible for complying with any reporting requirements of applicable governmental regulatory authorities in respect of transactions conducted on or through the Peggy Solution, Peggy reserves the right to report any transactions conducted on or through the Peggy Solution to applicable governmental or regulatory authorities, including the buyer and seller of any Artwork and the sales price for any Artwork.

    Seller, and not Peggy, is responsible for remitting all applicable withholding taxes to the applicable taxation authority with respect to any payments for Artwork. Peggy assumes no liability for withholding taxes and may in its discretion obtain a reimbursement from seller should any tax authority levy any withholding tax requirement directly on Peggy. Without limiting the generality of the foregoing, you agree that you are responsible for, and will indemnify, defend and hold harmless Peggy and its respective contractors, directors, employees, affiliates, representatives, agents, successors, and assigns from and against, any claims (including legal fees) arising from your failure to deduct and remit withholding taxes pursuant to this Section.

  11. Donations

    Sellers may pledge to donate a portion of the sale price of Artwork to a particular cause or charity. Peggy does not control or have any responsibility for such donations and Peggy does not investigate factual accuracy of any donation claims made by a seller.

  12. No Reliance on Pricing Information in the Peggy Solution

    Any pricing data, tables, or charts in the Peggy Solution may be incomplete or inaccurate and Peggy does not make any determination or representation that any such data, tables or charts are useful in determining the current value of any Artwork or predicting its future value. In addition, each Artwork is unique and historical price appreciation of similar works is not a direct proxy for performance of such Artwork. The buyer should therefore not rely on such data, tables, or charts.

  13. Peggy does not Provide any Financial, Tax, or other Professional Advice

    Peggy does not set the sales price for Artwork and all investments involve risk and may result in partial or total loss. Notwithstanding anything to the contrary, Peggy does not provide any financial or tax advice or services in relation to any Artwork. The buyer and seller of Artwork should confer with their personal tax advisors regarding the tax consequences based on their particular circumstances. Peggy does not assume responsibility for the financial or tax consequences of any purchase or sale made through the Peggy Solution.

  14. Responsibility for Shipments of Artwork; Title and Risk of Loss

    Unless otherwise agreed by the buyer and the seller of the Artwork, all Artwork will be deemed accepted by the buyer of the Artwork upon shipment, and title to, and risk of loss of, the Artwork passes to the buyer of the Artwork when it is provided by the seller to a common carrier. The buyer and seller of the Artwork are ultimately responsible for arranging for sufficient insurance coverage for losses of or damage to the Artwork during shipment.

    The seller of the Artwork, and not Peggy, is responsible for arranging for packing and shipment of the Artwork. While Peggy may provide an option for the seller to arrange for packing and shipment of Artwork with a third-party carrier through the Peggy Solution, the seller of the Artwork is ultimately responsible for the packaging and shipment of such Artwork. Any packaging or shipment of the Artwork by any such third-party carrier will be subject to the terms, conditions and privacy policies, if any, of the third-party carrier in addition to these Terms of Use. We are not responsible for any error by, damages to or losses of Artwork caused by, or other acts or omissions of, the third-party carrier.

  15. No Responsibility for other Peggy Solution Users or Artwork

    Your interactions with entities and individuals on or through the Peggy Solution, including payment for and delivery of Artwork, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities and individuals.

    WHILE WE MAY PROVIDE TOOLS THROUGH THE PEGGY SOLUTION TO ASSIST THE BUYER OF ARTWORK TO VERIFY ARTWORK, THE BUYER SHOULD CONDUCT ITS OWN INDEPENDENT VERIFICATION AND SHOULD NOT RELY ON SUCH TOOLS TO VERIFY PURCHASED ARTWORK. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BUYER (NOT PEGGY) IS RESPONSIBLE FOR CONDUCTING ALL DUE DILIGENCE AND OTHER INVESTIGATIONS REGARDING THE PROVENANCE AND AUTHENTICITY OF ARTWORK OFFERED ON OR THROUGH THE PEGGY SOLUTION.

    ALL SALES AND PURCHASES OF ARTWORK ARE SOLELY BETWEEN THE BUYER AND SELLER OF THE ARTWORK AND PEGGY IS NOT A PARTY TO THOSE CONTRACTS OR ACTING AS AN AGENT FOR ANY PARTY. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PEGGY IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS AND DEALINGS. WE ARE MERELY ACTING AS A CONDUIT FOR SUCH INTERACTIONS AND DEALINGS AND WE TAKE NO RESPONSIBILITY FOR THEM.

    Since we are not professional conservators or restorers, we urge you to consult with a restorer or conservator of your choice who will be better able to provide a detailed, professional report on Artwork you wish to purchase. All buyers should inspect all Artwork satisfy themselves as to condition and must understand that any statement on the Peggy Solution regarding the Artwork is merely a subjective, qualified opinion. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL ARTWORK IS OFFERED AND SOLD “AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, AND NONE OF THE PEGGY PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES, OR ASSUMES ANY LIABILITY OF ANY KIND, WITH REGARD TO THE MERCHANTABILITY OR MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, SIZE, QUALITY, CONDITION, OR ATTRIBUTION. BUYERS ACKNOWLEDGE THAT THEY ARE ACQUIRING ARTWORK ONLY AND NO COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS ARE BEING ACQUIRED.

  16. No Responsibility for Agents

    If an agent is advising you or bidding on your behalf with respect to any Artwork, you should request that the agent disclose whether or not he or she has a financial interest in the Artwork or any resulting sale. Peggy is not responsible for verifying or requiring such agent to disclose any such interest.

  17. Ownership of the Peggy Solution
    1. Neither these Terms of Use nor your use of the Peggy Solution grants you ownership in the Peggy Solution or the Content you access through the Peggy Solution. These Terms of Use do not grant you any right to use Peggy’s trademarks or other brand elements. All right, title and interest, including intellectual property rights, in and to the Peggy Solution and all other Content provided by us hereunder, and any updates, modifications, adaptations, translations, customizations or derivative works thereof or thereto, will remain the sole property of Peggy (or our third-party suppliers, if applicable).
    2. The Peggy Solution and all materials provided by us hereunder are made available or licensed to you and not “sold”.
    3. All rights not expressly granted to you in these Terms of Use are reserved by Peggy.
  18. License to the Peggy Solution

    Subject to these Terms of Use, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the Peggy Solution in accordance with these Terms of Use.

  19. Your Responsibilities

    You agree to:

    1. keep your User ID and all other login information confidential;
    2. not rent, sell, lease, sublicense or otherwise transfer your account, or any access to or use of the Peggy Solution, to any third party;
    3. not register for more than one account, register for an account on behalf of an individual or entity other than yourself without such individual’s or entity’s authorization, or register for an account on behalf of any other group or entity;
    4. keep your email address and, where applicable, your contact details associated with your account current and accurate; and
    5. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of any User ID or account.
  20. No Unlawful or Prohibited Use

    You will not use the Peggy Solution in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Peggy Solution for any purpose other than in accordance with these Terms of Use. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

      1. gain unauthorized access to the Peggy Solution or bypass any measures we may use to prevent or restrict access to the Peggy Solution;
      2. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Peggy Solution any Content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter any computer system or data; (ii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iii) is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory or is otherwise objectionable, such determination to be made in Peggy’s sole discretion; (iv) is harmful to minors in any way or targeted at minors; (v) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (vi) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others;
      3. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Peggy Solution or any part thereof or otherwise attempt to discover any source code;
      4. use the Peggy Solution for the purpose of building a similar or competitive product or service;
      5. violate the terms of use of any third-party website that is linked to the Peggy Solution, including any third-party social media website;
      6. restrict or inhibit anyone’s use or enjoyment of the Peggy Solution or harm Peggy or users of the Peggy Solution or expose them to liability;
      7. promote, advocate, or assist with any illegal activity;
      8. use any Content on or provided through the Peggy Solution for targeted advertising;
      9. interfere with or disrupt the integrity, performance, or operation of the Peggy Solution or the Content on or provided through the Peggy Solution; or
      10. authorize, permit, enable, induce or encourage any third party to do any of the above.

    Peggy reserves the right to suspend or cancel any purchase, sale, or other offer or transaction on or through the Peggy Solution if such purchase, sale, or other offer or transaction would, in Peggy’s sole discretion, violate any applicable law (including any international conventions, import or export restrictions, or other applicable statutes, regulations, rules, or guidance issued by a governmental or regulatory authority from time to time).

  21. Communications; Content on Peggy Solution
    1. You are solely responsible for your interactions with other users of the Peggy Solution, including any communications through the Peggy Solution. Peggy reserves the right, but is not required, to review disputes between you and other Peggy Solution users.
    2. Though we strive to enforce the Terms of Use above with all of our users, you may be exposed through the Peggy Solution to Content that violates our policies or is otherwise offensive. You use the Peggy Solution at your own risk. We may, but are not obligated to, remove Content from the Peggy Solution for any reason, including if we determine or suspect that such Content violates these Terms of Use.
    3. We do not guarantee the confidentiality of any communications made by you through the Peggy Solution. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Peggy Solution.
  22. Feedback

    You agree that nothing in these Terms of Use will restrict our right to use, disclose, publish or otherwise exploit any suggestion or idea provided by you (such suggestions or ideas, “Feedback”), without compensation to you and without any obligation to you. You will not have any claim, including claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

  23. Third-Party Content, Websites or Services

    The Peggy Solution may provide or publish links or access to third-party content, websites, or services. Likewise, we may allow you to use the Peggy Solution from third-party systems. Peggy does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such third-party content, websites, or services are the property of their respective owners. Peggy does not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under Peggy’s control, and if you choose to access any such content, websites, or services, or to use the Peggy Solution from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third-party content, websites, services, or systems and agree to accept and comply with any such terms of use.

  24. Malicious Code and Security

    We do not guarantee or warrant that the Peggy Solution is compatible with your computer system or mobile device or that the Peggy Solution, or any links from the Peggy Solution, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer systems and mobile devices.

  25. Disclaimer

    THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE PEGGY SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PEGGY SOLUTION WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PEGGY SOLUTION IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD-PARTY COMMUNICATIONS AND ANY THIRD-PARTY WEBSITES OR CONTENT ACCESSED THROUGH THE PEGGY SOLUTION.

  26. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH PEGGY, THE “PEGGY PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OR DAMAGE TO ARTWORK OR OTHER PROPERTY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE PEGGY SOLUTION OR THE INABILITY TO MAKE USE OF THE PEGGY SOLUTION, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH THE PEGGY SOLUTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PEGGY SOLUTION.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PEGGY SOLUTION, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

    Without limiting the foregoing, under no circumstances will any of the Peggy Parties be held liable for any delay or failure in performance in any way resulting from acts of nature, forces, or causes beyond our or their reasonable control, including Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

  27. Indemnification

    You will defend, indemnify and hold harmless the Peggy Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) your User Data and User Submissions; (b) use of the Peggy Solution by you or anyone on your behalf (except to the extent prohibited by law); (c) any taxes related to the purchase or sale of Artwork that you failed to remit, any other amounts due or owing under any tax laws, or any dispute concerned the tax status of Peggy; or (d) your breach of any provision of these Terms of Use. Peggy reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences.

  28. Term and Termination; Survival
    1. These Terms of Use will commence on the day you first use the Peggy Solution and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Peggy Solution. You may terminate these Terms of Use at any time and with immediate effect by deleting your account, ceasing use of the Peggy Solution and uninstalling and deleting the Peggy Application and any local Content made available to you through the Peggy Solution. For greater certainty, if you continue to use the Peggy Solution after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. Please note that if your account is cancelled, Peggy does not have an obligation to delete or return to you any of your User Content.
    2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration, will survive expiration or termination of these Terms of Use for any reason: Sections 2 (Additional Terms), 4 (User Data and Privacy), 10 (Ownership of the Peggy Solution), 14(b) (Communications Not Confidential), 16 (Third-Party Content, Websites or Services) 17 (Malicious Code and Security), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), 21(b) (Survival), and 23 (General Provisions).
  29. Geographic Restrictions

    The Peggy Solution is not intended for use in any jurisdiction where its use is not permitted, as detailed by Peggy from time to time within the Peggy Solution or in the Additional User Terms.

  30. DMCA

    For U.S. Residents: Under the Digital Millennium Copyright Act of 1998 (as amended from time to time, the “DMCA”) if you believe in good faith that any content on the Peggy Solution infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on the Peggy Solution that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Peggy Solution; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright. Notices and counter-notices should be sent to info@peggy.com. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the Peggy Solution of repeat infringers.

  31. General Provisions
    1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (without giving effect to any principles of conflicts of law) and such laws apply to your use of the Peggy Solution, notwithstanding your domicile, residency or physical location. You will only use the Peggy Solution in jurisdictions where the Peggy Solution may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Peggy Solution. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
    2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Peggy Solution. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
    5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
    6. Dispute Resolution. If you believe that Peggy has not adhered to these Terms of Use, please contact Peggy using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. The Peggy Parties have no duty to resolve and will not act as the agent of any buyer or seller in connection with resolving any disputes. However, we may, but are not obligated to, provide intermediary services between buyers and sellers in connection with customer service or dispute resolution matters.
    7. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
  32. Contact

    If you have any questions or comments regarding these Terms of Use, please contact us at info@peggy.com

  33. Apple App Store Additional License Terms

    If the Peggy Application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

    The parties acknowledge these Terms of Use are concluded between the parties, and not with Apple. The responsibility for the Peggy Solution and content thereof is governed by these Terms of Use.

    Notwithstanding anything to the contrary hereunder, you may use the Peggy Solution only on an iPhone, iPad, iPod touch, or other compatible Apple device that you own or control.

    You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Peggy Solution.

    To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Peggy Solution, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use.

    Any claim in connection with the Peggy Solution related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim.

    Any third-party claim that the Peggy Solution or your possession and use of the Peggy Solution infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

    You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.

    You may contact us in writing regarding any notices, questions, complaints or claims with respect to the Peggy Solution.

    Name: Peggy Support
    Address: Exchange Tower, 130 King Street West, Suite 1800, Toronto, ON M5X 1E3
    Telephone number: 647-463-3089
    Email Address: support@peggy.com

    Apple is a third-party beneficiary to these Terms of Use and may enforce these Terms of Use against you.

    If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

  34. Google Play

    If the Peggy Application is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

    You acknowledge that Google is not responsible for providing support services for the Peggy Solution.

    If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Use was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

Additional User Terms

  1. Royalties and Revenue Disbursements from Artwork Sales
    1. for primary transactions (i.e. the first sale of a piece or artwork, either through a gallery or directly out of the artist’s studio):
      1. if Peggy drives a primary sale of a net new collector to a gallery or an artist, a commission to Peggy in the amount equal to 20 percent of the sale price of the Artwork.
      2. the applicable Payment Processor(s)’ transaction processing fees, as further detailed in the Payment Processor(s)’ terms and conditions (for reference only, Peggy anticipates that such fees will be approximately three percent of the sale price of the Artwork).
    2. for secondary transactions (i.e. any sales of a piece of art after the primary transaction):
      1. an amount equal to 25 percent of the sale price of the Artwork, 5 percent of which is paid to the artist in the form of an “artist royalty” and, if a gallery was involved in the primary sale of the Artwork, 5 percent of which is paid to the gallery; Peggy retains the remaining 15 or 20 percent, as applicable. However, there are jurisdictions where royalty or artist resale right structures exist, such as the United Kingdom and Europe. In such instances, the required royalty structure shall supersede and replace the Peggy royalty structure and, if the required royalty amounts are higher than the Peggy royalty structure, buyers will be responsible for determining and remitting the applicable royalty amounts to the appropriate individual or entity. Notwithstanding the foregoing, Peggy in its sole discretion may authorize its Payment Processor(s) to deduct additional amounts from the sale price of the Artwork to reflect such increased royalty payments.
      2. the applicable Payment Processor(s)’ transaction processing fees, as further detailed in the Payment Processor(s)’ terms and conditions (for reference only, Peggy anticipates that such fees will be approximately three percent of the sales price).

    Although the word “royalty” is used in these Terms of Use as a matter of convenience, such payments are in fact additional sale proceeds with respect to the previous or original disposition and references to such term in no way should be interpreted as indicating that the payment is in fact a royalty for legal or tax purposes.

  2. Gallery/Artist Fee Splits

    A gallery and artist may agree, on a per artwork basis, to split commissions within the Peggy Solution. This decision is between the applicable gallery and artist and is not driven by Peggy.

  3. Payment Processor(s)

    Peggy’s current Payment Processor is Stripe. For more information on Stripe and to review Stripe’s terms and conditions, please visit Stripe’s website: https://stripe.com/. Peggy anticipates that it will use additional Payment Processors, as identified by Peggy from time to time in the Peggy Solution.

  4. Third Party Carrier

    A seller may arrange for shipment of Artwork through the Peggy Solution using the third-party carrier, ShipArta. For more information on ShipArta, please visit ShipArta’s website: https://shiparta.com/. The buyer and seller can liaise with ShipArta who has a customer support centre for any shipping questions or insurance questions.

  5. Third Party Carrier

    A seller may arrange for shipment of Artwork through the Peggy Solution using the third-party carrier, ShipArta. For more information on ShipArta, please visit ShipArta’s website: https://shiparta.com/. The buyer and seller can liaise with ShipArta who has a customer support centre for any shipping questions or insurance questions.

    By using ShipArta for any services, you agree to ShipArta’s terms and conditions as set out at https://arta.io/terms

  6. Geographical Location

    Peggy permits users to use the Peggy Solution in Canada, Unites States, Mexico, United Kingdom, Switzerland, and Netherlands, among other locations. Please note that there may be additional country-specific limitations and restrictions on cross-border transactions through the Peggy Solution as identified by Peggy from time to time.