Cindy Sherman - Untitled Film Still (#32), 1979

This is a Legal Contract Between You and Morgan Auctions LLC. 
Morgan Auctions offers each item of property (a ?lot? or ?lots?) for sale  subject to and under these Terms of Sale, as changed or  supplemented by the Morgan Auctions Privacy Policy and Lot  Particulars as defined below (?Agreement?). 
In this Agreement, ?we,? ?us,? ?our,? ?Morgan Auctions,? "Morgan  Auctions LLC", or similar terms mean Morgan Auctions Wright, LLC,  a New Jersey limited liability company, and ?you,? ?your,? ?buyer,?  ?bidder? or similar terms mean the individual, corporation or other  entity bidding on or buying a lot from us at auction, through the  Internet or other means (with the foregoing parties sometimes called  a ?Party? and together ?Parties?). 
Capitalized terms have the meanings given in Definitions. This  Agreement contains mandatory arbitration dispute resolution at  Section 51. 
YOU HEREBY ENTER INTO THIS AGREEMENT 
You Agree By registering to bid, bidding, or otherwise purchasing a  lot from Morgan Auctions, whether in person, by absentee bid, through an agent, or third party platform, you hereby enter into, and agree to  be bound by and to comply with, this Agreement. 
Morgan Auctions as Agent The Agreement governs the relationship  between you, as a bidders and/or buyer, on the one hand, and Morgan
Auctions and sellers, on the other hand. You acknowledge that  Morgan Auctions acts as an agent for the seller, unless otherwise  indicated in a Lot Particular, in a catalog or at the time of auction. On  occasion, Morgan Auctions may own a lot directly, in which case we  will act in a principal capacity as a consignor, or a company affiliated  with Morgan Auctions may own a lot, in which case we will act as  agent for that company, or Morgan Auctions or an affiliated company  may have a legal, beneficial or financial interest in a lot as a secured  creditor or otherwise. 
BIDDING AT AUCTION 
Registration To bid in an auction, you will (a) create an account with  us; and (b) register for that auction in accordance with our registration  procedures. 
Qualifying to Bid Verification of Your Identity As a condition of  bidding or participating in any auction or sale of one or more lots, we  may require you to: (a) Establish credit and verify your  creditworthiness by providing a valid credit card number, credit  references and an initial deposit, which may include a pre authorization hold of a portion of the estimate of the lots on which you  may bid; (b) Verify your identity, by providing us with a government  issued photo identification and a valid credit card number; (c) Verify  your address by providing us with a valid government-issued  identification, a utility bill, bank statement and/or a recent postal  envelope; (d) Verify you satisfy an age minimum by providing us with  age-bearing identification; and (e) Furnish us with such other  documents as we may request.
Verification of Your Entity and Identity (a) If you represent an  entity, we may require you to verify the status of your entity, as well as  your entity?s beneficial owners, by providing us with (i) a list of that  entity?s shareholders, members, partners, trustees or beneficiaries; (ii) a copy of your entity?s charter or foundational documents, and/or a  good standing certificate; (iii) the entity?s shareholders agreement,  operating agreement, partnership agreement or trust agreement; and  (iv) any of the documents or verification's listed above for any of your  entity?s directors and officers; and (b) If you are bidding as agent, we  may require you to provide a letter of authorization from your principal, as well as any of the documents or verification's listed above. 
Verification Activities Verification activities may be handled by third  parties who specialize in remote verification of people and companies. You understand and agree that if we refer you or require you to submit identification or personal identifying information to third party  
verification services, that any information you provide or interactions  you have with them will be subject to the third party?s terms, conditions and privacy policies. We will not be a part of, or be responsible for, the actions or failures to act of, the verification activities of those third  parties. 
Minimum Deposits We may require you, as a bidder on a lot with an  estimate of $5,000 or more: (a) to provide an initial deposit of a portion of the low estimate; and (b) to grant us the right to charge your credit  card all or a portion of the selling price on the date of the auction. 
Your Bid is an Offer Any bid you submit can and may be the winning bid for a particular lot. Your bid constitutes an offer to purchase the lot. If we accept your bid, you become contractually bound to buy the lot in
accordance with that bid. A bid can be accepted by Morgan Auctions  (a) by our auctioneer as the last, highest bid in an auction; or (b) by us as an acceptable offer for a lot in a Private Sale (such accepted bid or  offer, ?Winning Bid?). If your bid is a Winning Bid, you agree to pay  us the amount of your bid and the Buyer?s Premium for such lot and  assume all risk of loss and damage to such lot, in addition to any  obligations, costs and expenses relating to its handling, shipping,  insurance, taxes and export as set forth herein. 
Inspection All sales are final. You are responsible for satisfying  yourself about the condition or any other matter concerning each  purchased lot. You are advised to personally examine any lot on which you intend to bid prior to the auction and/or sale. By bidding on a lot,  you hereby represent, warrant and covenant that you have examined  the condition of the lot to your satisfaction and have no objections with its condition. 
CONDUCT OF AUCTION 
Auction A lot will be sold to its highest bidder in an auction as  determined in our sole and exclusive judgment. At auction, we may be represented by one or more auctioneers. We may exclusively  determine the conduct of any auction, including, without limitation,  whether, when and/or if to advance the bidding, to reject any bid  offered, to withdraw any lot, to re-offer and resell any lot, and to  resolve any dispute in connection with such sale. Our determination  in management of an auction or sale is final and shall be binding upon you and all other participants in such sale.
US Currency All auctions will be conducted in the currency of the  United States of America. 
Estimates We may set estimated price ranges (low, mid and high) for a lot. A ?low estimate? is the lowest potential price in the range; the  ?high estimate? is the highest potential price in the range; and the ?mid  estimate? is the median between the two. Pre-sale estimates are  intended as guides for prospective bidders. Estimates are preliminary  only and are subject to revision by us from time to time in our sole  discretion. We make no guarantees, representations or warranties of  any kind, express or implied, including, without limitation, regarding  the sale price of any lot, whether the lot will sell at all; the price  realized at a post-auction sale, or the price realized upon resale,  which may be substantially different from our estimates. 
Condition Reports and Descriptions As a courtesy, condition  reports for any lot are available from Morgan Auctions prior to the sale, but Morgan Auctions assumes no responsibility for errors and  omissions contained in any such report, a Morgan Auctions catalog or  other description of a lot that we may make available orally or in  writing. Except as set forth in Sections 42.1(a) and (b), any statements made by Morgan Auctions with respect to a lot whether in a condition  report, a Morgan Auctions catalog or on the Morgan Auctions website,  orally or in writing, are intended as statements of opinion only, are not  to be relied upon as statements of fact and do not constitute  representations or warranties of any kind. Any description of a lot?s  dimensions and weights is approximate. Descriptions we make about  lots may not describe all faults or restorations. No description or report about a lot is a substitute for your own examination of a lot.
Bidding Increments Bids at auction must be submitted in the  following increments: 
Nonconforming bids will not be executed, honored or accepted.  However, since we regulate the bidding, we may change the bidding  increments in our discretion. 
Reserve We may offer each lot subject to a confidential minimum  price below which we will not sell the lot (the ?Reserve?). The  auctioneer may open the bidding on any lot below the Reserve by  placing a bid on behalf of the seller. We prohibit sellers from bidding  on their own lots, but we may seek to satisfy the reserve by bidding on behalf of the seller at the auction up to the reserve. We will endeavor  to indicate in the catalog or by saleroom announcement or notice  when parties with an interest in a lot, for example a beneficiary of an  estate, may bid on such lot. 
Absentee Bids As a convenience to qualified bidders who cannot be  present in person on the day of an auction, we will use reasonable  efforts to execute bids you submit to us in writing or by phone  (?Absentee Bid?), subject to the terms of this Agreement. Please  contact us for the proper absentee bid form at info@morgan-auctions.com .
Written Absentee Bids (a) Due. Absentee Bids submitted in writing  by mail, delivery, fax, email or a Morgan Auctions bidding form on our  website must be received by us at least two (2) hours prior to the start  of an auction's published start time. (b) Contingency Bids and Plus  Bids. If you cannot be available during the auction, but you submit a  written Absentee Bid, you may mark your written bid as a Contingency Bid or a Plus Bid. A ?Contingency Bid? is a bid with two or more  bidding amounts. A ?Plus Bid? is a bid with your highest bid amount  PLUS its next bidding increment that you direct us to make on your  behalf if another bidder makes your highest absentee bid. 
Absentee Bidding Conditions (a) Information. In addition to fulfilling  any registration and qualification requirements under Section 3  (?Registration?) and Section 4 (?Qualifying to Bid?), all Absentee Bids  must include (i) the correct lot name and number; (ii) your minimum  and maximum bid amounts; and (iii) your name and contact  information. (b) Confirmation. We endeavor to send each person who  submitted an Absentee Bid to us one (1) or more days before the  auction with a bid confirmation by 5:00 pm on the day prior to the  auction. If you do not receive a bid confirmation, please call us. When  you do receive a bid confirmation, you are solely responsible to check  it for accuracy. We cannot be liable for errors in bidding including  situations in which our bid confirmation contained errors that you did  not correct. (c) Disclaimers. We endeavor to handle all absentee bids  as your agent, based on your directions. We bid that auction?s bidding  increment above the previous bid up to your maximum bid amount.  (See Section 11 ?Bidding Increments?). We assume no responsibility  for a failure to execute any such bid, or for errors or omissions made  in connection with the execution of any such bid. We will place your 
Absentee Bids at our discretion and at your risk. We enable Absentee  Bids as a convenience to our customers, but while we will make every  effort to execute your instructions, we cannot be held liable or  responsible for any errors or any failure to bid. 
Third-Party Internet Bidding Services (a) Third Party Bidding  Platforms. We engage third party online bidding platforms to collect or  facilitate auction bids (?Bidding Platforms?), each of which levy a fee for their services, and have their own rules on fees and how to bid and buy online using these Bidding Platforms. Morgan Auctions has no  control over, and assumes no responsibility for, the content, privacy  policies, or practices of any Bidding Platforms. Your dealings with  Bidding Platforms are solely between you and such Bidding Platforms. We encourage you to be aware of, and to read, the terms and  conditions and privacy policy of any Bidding Platforms that you visit.  You expressly release Morgan Auctions from any and all liability  arising from your use of any Bidding Platform or other third-party  website or service. (b) Waiver. Absentee Bids left with Bidding  Platforms are released to Morgan Auctions when a lot comes up for  sale. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT  LIMITED TO, NEGLIGENCE, WILL WE AND OUR SELLERS BE  LIABLE FOR ANY DAMAGES, LOST PROFITS OR ANY SPECIAL,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT RESULT  FROM THE USE OF, OR THE INABILITY TO USE, THESE BIDDING  PLATFORMS. 
Cancel Old Absentee Bids If you submit an Absentee Bid to us  directly or through a Bidding Platform but then attend the auction in  person, bid by phone or by any other means, it is solely your  responsibility to cancel any or all of your submitted Absentee Bids  prior to the start of the auction. If you do not or cannot cancel your 
previously submitted Absentee Bids, regardless of reason, you will be  held responsible for the purchase of any lot for which you have placed a Winning Bid. 
Auction Results Preliminary auction results will be available online  on our website shortly after each auction. Final auction results will be  available online once we have audited and verified all sales and bids. 
The Record of the Sale Morgan Auction's records of sale will  constitute the factual, accurate record of all transactions you  participate in under this Agreement for purposes of any disputes. You  agree that if there is a discrepancy between our records and any other records or messages related to a sale or transaction in a lot, our  records of sale will govern. 
Withdrawal We may withdraw a lot from auction for any reason and  with no liability whatsoever for such withdrawal. 
PAYMENT 
Invoicing All successful bidders will be sent invoices by e-mail or  mail (if we do not have an email address on file) shortly following an  auction. PAYMENT ON EACH INVOICE FOR A WINNING BID IS DUE ON RECEIPT OF THE INVOICE. You acknowledge and agree that we may charge your credit card for All Charges. 
Payment for and Collection of Purchases All Charges If your bid  is a Winning Bid, you agree to pay the following charges associated  with your purchase of such lot: (a) The Hammer Price (the winning  bid); (b) The Buyer's Premium (which, is a fee paid on top of the 
hammer price for all lots sold at auction. The Buyer?s Premium is 30%  of the Hammer Price, or part thereof, up to and including $700,000,  20% of the Hammer Price, or part thereof, in excess of $700,000. An  additional premium will be added to any successful bid accepted  through a third-party site.); (c) Any applicable sales tax, late payment  charges, Storage Fees, credit card charges, Enforcement Costs,  Bidding Platform fees and charges and other costs, damages or  charges assessed in accordance with this Agreement (collectively,  the ?Buyer Costs?, and together with the Sale Fees, ?All  Charges?). All invoices will be charged a HANDLING FEE IN  ADDITION TO the shipping cost.  
Payment Procedure You will pay All Charges immediately following  Morgan Auction's delivery of an invoice to you following our  acceptance of your Winning Bid unless other arrangements have been approved by Morgan Auctions in advance. If Morgan Auctions  approves of such other arrangement for payment, Morgan Auctions  may at its discretion require you to make a nonrefundable down  payment on All Charges. Wire transfers are recommended for  amounts over $2000.00. Contact info@morgan-auctions.com for bank  information. We also accept Zelle as payment. All payments must be  made in US Dollars, in any of the following acceptable forms of  payment: (a) Cash; (b) Cashiers Check, with acceptable identification; (c) Visa, MasterCard, Discover or American Express; (d) PayPal at  Morgan Auction's PayPal link: 
Credit Card Charges We may charge and collect an additional 2.5%  of payments made by credit card.
Late Payment If payment is not received in full on an invoice  hereunder within fifteen (15) days of the invoice?s date, we may  charge, and you will pay, interest on the outstanding amount at a rate  of 1.5% per month. 
Enforcement Costs You will reimburse us for the amount of all  expenses we incur, including attorneys' fees and court costs, in  exercising or enforcing any of our rights hereunder or under applicable law, together with interest on all such amounts at 1.5% per month  (the ?Enforcement Costs?) within fifteen (15) days of the date of the  invoice for such Enforcement Costs. 
SALES TAX 
New Jersey, Illinois, and California All purchases picked up at or  delivered to a New Jersey address will be taxed at the current New  Jersey sales tax rate. All purchases picked up at or delivered to an  
Illinois address will be taxed at the current Illinois tax rate. All  purchases picked up at or delivered to a California address will be  taxed at the current California tax rate. All purchases will also be  subject to applicable city and county taxes. 
Nexus On June 21, 2018, the U.S. Supreme Court decided South  Dakota v. Wayfair, Inc., enabling states to impose sales tax  responsibilities on ?remote? sellers, i.e., sellers without a physical  presence in the state. Since the ruling, several states have responded  by implementing legislation requiring remote sellers to collect sales tax when the total dollar value of purchases sent to that state exceeds a  set threshold. Each state sets its own threshold. Exceeding that  threshold is known as creating an economic nexus. Like all other 
remote sellers, Morgan Auctions is now required to collect Sales/Use  Tax from buyers in these states when the total dollar value of  purchases sent to that state creates a nexus. When this occurs, you  will see sales tax included on your invoice. The sales tax rate is  determined by the state, county, and city where purchases are sent. 
Resale Certificate If you have a valid resale certificate on file with us, you will be excepted from being charged the Sales/Use tax. 
Warning : USE TAX. Even if we have not achieved nexus with your  particular state, you acknowledge that it is still your responsibility to  pay the proper use tax on your purchases. 
PICK-UP AND STORAGE 
Pick-up and Removal You must remove each lot you have agreed to  purchase hereunder (sometimes referred to as a ?Purchased Lot?)  from our premises no later than fourteen (14) days after the sale  date of the auction (or date of Private Sale if applicable) (the ?Sale  Date?). You are solely responsible for removal of your Purchased Lot  from Morgan Auctions facilities and all costs associated with packing,  insurance, shipment and delivery of your Purchased Lot to your  designated destination. 
Procedures for Pick-up and RemovalTimes and Days. Will call is  not available as we don?t keep inventory at our facilities due to  security concerns. All order fulfillment takes place at a different  secured location and as a result we are unable to allow items to  be picked up.
Shippers Please note bidders can always opt-out from our in-house  shipping department and arrange shipping. If you choose to ship a  Purchased Lot from our facility, you are solely responsible for the  shipment. We will, at your written direction, release your Purchased  Lot to a third-party shipper to pack and ship it. We will work with any  shipper of your choosing. Please make sure your shipper carries  insurance. We are not responsible for any damage or loss that occurs  while your objects are in anther's custody or care. If you choose a  shipping method that we have advised against, we may require a  waiver from you acknowledging this. For the avoidance of doubt, we  will not be responsible for any damage or loss that occurs to a lot once we release it to a third-party shipper. 
Referred Shippers We may, as a courtesy to you and solely at our  discretion and your risk, provide or arrange packing, shipping or  similar logistical services, or refer you to third parties who specialize in these services. Any such services referred, provided or arranged by  us are at your sole risk and expense; we assume no responsibility for  any act or omission of any party in connection with any such service  or reference, and we make no representations or warranties regarding such parties or their services. You expressly release Morgan Auctions  from any and all liability arising from your use of any third-party  services. Please ask about our WHITE GLOVE shipping for your  personal needs.  
International Shipments All international customs, duties, and other  tariffs are your responsibility. We and all third-party shippers will  declare the Hammer Price plus the Buyer's Premium as the value of a  lot in all cases.
Over-sized Lots Over-sized lots are objects such as furniture,  andirons, floor vases, or any other item whose safe packing will  exceed the limits of common carriers. The delivery of over-sized,  large, heavy, or expensive objects is not an inexpensive proposition  and we urge you to consider this before bidding. Please contact us  directly to discuss large items and/or Furniture. 
Deadlines for Pick-up, Storage, Abandonment As stated above,  you must retrieve your Purchased Lots from Morgan  
Auction's facilities within 14 days of the Sale Date. And, if you fail to retrieve your Purchased Lot within thirty (30) days after the Sale Date  (such 30-day period, the ?Retrieval Period?), we may, without further  notice to you, (a) deliver the Purchased Lot to you at your expense  (and invoice you as Buyer Costs); or (b) sell such Purchased Lot at  auction without Reserve at a place and time we determine in our sole  discretion; or (c) continue to store your Purchased Lot on our, or a  third-party?s, premises and charge you a storage fee of $10 per day  per lot (?Storage Fee?). You will pay all such Storage Fees and  other fees and charges. 
Consequences of Late Pick-up, Abandoned  
Property Notwithstanding the foregoing, Morgan Auctions has no duty to store any lot indefinitely. Any Purchased Lot that is still in our  possession sixty (60) days after the end of the Retrieval Period (i.e. 90 days after the Sale Date) will be deemed abandoned by you and title  to it, to the extent it has passed to you, will pass to us (such  abandoned property, ?Abandoned Property?). You authorize Morgan  Auctions to discard or sell any Abandoned Property and to keep any  proceeds from the sale of Abandoned Property. You hereby release  Morgan Auctions of and from any claims related to such Abandoned  Property (including without limitation claims for purchase price 
refunds, possession of such lot or other damages or losses). You  acknowledge and agree that Morgan Auctions is not responsible for  damage or loss that occurs to Abandoned Property and that Morgan  Auctions is not responsible for insuring Abandoned Property after the  Retrieval Period. You agree that this remedy is reasonable in light of  the costs Morgan Auctions would have to incur to continue to store  and process purchased lots after sale. 
Full Payment You will not be permitted to claim or take possession of any lot until all Buyer Costs you owe to us have been paid in full. We  may use any money you pay us to pay Buyer Costs. 
Export, Import, Endangered Species Licenses and Permits An  export or import license may be required for the export or import of  your Purchased Lot to your designated destination. It is your sole  responsibility to familiarize yourself with International, U.S. Federal  and State laws or requirements regarding the necessary export,  import, or other permit required. In addition, many countries prohibit or limit the import of property made of or incorporating plant or animal  material, such as coral, crocodile, ivory, whalebone, Brazilian  rosewood, rhinoceros? horn or tortoiseshell, irrespective of age,  percentage or value. We make no representations or warranties as to whether any lot is or is not subject to export or import restrictions or  any embargoes and will have no responsibility with regard to these  matters. You represent, warrant and covenant that, before bidding on  a lot, you have examined to your satisfaction whether a license is  required to bring the lot to your designated destination or any other  area of interest to you. It is solely your responsibility to comply with  these laws and to obtain any necessary export, import and  endangered species licenses or permits. Failure to obtain a license or  permit will not justify the cancellation of the sale or any delay in 
making full payment of All Charges for the lot. We will not rescind the  sale of a lot that is transferred to you and later seized by government  authorities due to the presence of endangered species material. As a  courtesy to clients, we may advise people who inquire about lots  
containing potentially regulated plant or animal material, but we do not accept liability for errors or for failing to advise on lots containing  protected or regulated species. 
TITLE AND RISK OF LOSS 
Title Title to a Purchased Lot will not pass to you (or the third-party  buyer if applicable) until Morgan Auctions has received All Charges for a lot. 
Risk of Loss Notwithstanding passage of title, risk of loss to your  Purchased Lot passes immediately to you: (a) when you or your agent or a shipper pick-ups and takes possession of it; or (b) on the thirty first (31st) day after the Sale Date (whichever occurs first). We are not responsible for any damage or loss that occurs to your Purchased Lot  once risk of loss passes to you or your agent or shipper. Further, if for  any reason, you return your Purchased Lot back to us, risk of loss  remains with you until your Purchased Lot is delivered to us at our  door. 
Exceptions Under no circumstances will Morgan Auctions or its  insurers be liable for damage caused by changes in humidity or  temperature, conditions or defects inherent to the lot, normal wear and tear, war or acts of terrorism. Payments for loss are limited by Section  31.2 (Loss Payment Amounts and Limits).
Loss Payment Amounts and Limits You acknowledge and agree  that your sole and exclusive remedy for and with respect to any loss or damage to your Purchased Lot for which Morgan Auctions is liable  pursuant to this Agreement will be receipt of the amounts prescribed in this Section 31.2. Accordingly, for any loss or damage to your  Purchased Lot for which you have paid All Charges and for which we  bear the risk of loss at the time of the event causing the loss, you will  be entitled to the following: (a) Total Loss. For a lot that suffers a  Partial Loss, the lot?s Hammer Price and Buyer?s Premium. (b) Partial  Loss. For a lot that suffers a Partial Loss: (i) if you choose to refrain  from repairing or restoring the lot, we will pay either (at our election)  (A) the amount of depreciation in value from the Hammer Price as a  result of the loss (and you will keep title to the lot); or (B) the lot?s  Hammer Price and Buyer?s Premium (but we or our insurer will take  title to the lot); but (ii) if you choose to repair or restore the lot, we will  bear the costs to repair or restore the lot, approved by us and our  insurer in advance (and you will retain title to the lot). 
REMEDIES 
Security As security for full payment to us of All Charges in  accordance with this Agreement, you grant to us a security interest in  your Purchased Lot in accordance with this Agreement (and any  proceeds thereof), and in any other property or money of the buyer in  our possession or coming into our possession subsequently  (?Security Interest?). We may apply any such money or treat any  such property in any manner permitted under the Uniform Commercial Code and/or any other applicable law. You hereby grant us the right to  prepare and file any documents to protect and confirm our Security  Interest including but not limited to a UCC-1 Financing Statement.
Breach If a buyer fails to make timely payment as required in this  Agreement, or breaches any other covenant, representation or  warranty in this Agreement, we may, in our discretion, exercise any  remedies legally available to us, including, but not limited to, the  following: (a) cancel the sale of the lot and any other sale of a lot to  you; (b) resell the lot with or without reserve; (c) retain all amounts you previously paid to us, which will constitute a processing and restocking fee (which you acknowledge would be reasonable in light of the costs  we would have to incur to process your breach and attempt to re auction or resell the lot); (d) reject any bids by you at future auctions;  (e) set-off any amounts owed by Morgan Auctions to you in  satisfaction of unpaid amounts; and/or (f) take any other action we  deem necessary or appropriate under the circumstances. 
Confession of Judgment Notwithstanding Section 51, if you default  on payment of All Charges under this Agreement, you hereby  authorize any attorney to appear in a court of record and confess  judgment against you in favor of Morgan Auctions for the payment of  All Charges on your Purchased Lot. Accordingly, the confession of  judgment may be without process and for any amount due under this  Agreement including collection costs and reasonable attorneys' fees.  This authorization is in addition to all other remedies available to  Morgan Auctions. 
Recession/Voiding of Sale by Morgan Auctions If we become  aware of a third party?s adverse claim relating to a lot purchased by  you, we may, in our discretion, rescind the sale. Upon notice of our  election to rescind a sale, you will promptly return such lot to us, at  which time we will refund to you the Hammer Price and Buyer's  Premium you paid to us for such lot. This refund will represent your  sole remedy against us in case of a rescission of sale under this 
paragraph, and you agree to waive all other remedies at law or equity  with respect to the same. If you do not return such lot to us in  accordance with this paragraph, you agree to indemnify, defend and  hold Morgan Auctions, its officers, directors, employees, agents and  their successors and assigns, harmless from any damages, costs,  liabilities or other losses (including attorney's fees) arising as a result  of such third party claim. In addition to the other rights of cancellation  contained in this agreement, we may cancel a sale of a lot if we  reasonably believe that completing the transaction is or may be  unlawful or that the sale places us or the seller under any liability to  anyone else or may damage our reputation. 
AML Morgan Auctions is committed to detect and deter money  laundering, to protect our sellers from failed transactions and to  promote ethics and fairness in our transactions and those generally in  the world of art and design. Accordingly, Morgan Auctions may, at our  discretion, refuse your participation in our sales, auctions or activities;  cancel your registration with Morgan Auctions; cancel or refuse to  accept your bid for lots at any time prior to, during or even after the  close of the sale; and require documentation and information to verify  your identity or the identity of the officers, directors or beneficial  owners of the entity you represent and to verify the legality of the  source and use of funds involved in a potential sale. 
Privacy and Security We will hold and process your personal  information for use as described in, and in line with, our privacy policy.  All payment information relating to the sale is collected and processed directly by third-party payment processors, and not by Morgan  Auctions.
SPECIAL PROPERTY 
Firearms We only sell antique firearms as defined by the U.S.  Bureau of Alcohol, Tobacco and Firearms. Due to state firearms  regulations, all handguns, pistols, and revolvers will only be shipped  via Federal Express and will only be delivered to a person who holds a Federal Firearms License or a Curios and Relics License. Handguns,  pistols, and revolvers can only be picked up at our facilities by a  person who holds a Federal Firearms License, or the proper handgun  permits of the state where the handgun is sold, which must be shown  and logged. There are no exceptions. No firearms will be sold or  shipped internationally. It is your sole responsibility to familiarize  yourself with your local laws and requirements for the possession of  firearms; to identify and obtain any necessary license or permit prior to bidding; and to abide by all Federal, State and local laws and  requirements. Neither Morgan Auctions nor the seller makes any  representations or warranties as to whether any lot is or is not subject  to these regulations and will have no responsibility with regard to  these matters. 
Jewelry For centuries, natural gemstones have been enhanced in a  variety of ways, including heating, oiling and other methods. These  treatments are accepted by the international jewelry and gemstone  trade. We make no representations or warranties, express or implied,  as to whether natural stones have been treated or enhanced, whether  specifically referenced or not. All stones have been identified by  standard gemological field tests, as the mounting allows, and we will  make available to prospective buyers any gemological certificates in  our possession. However, it will not always be feasible to obtain a  qualified lab report on every stone we offer for sale. If you wish to  have a grading or gemological report from an independent recognized 
laboratory such as the Gemological Institute of America, the European Gemological Laboratories or the American Gemological Institute, you  may request one at your own expense or hire an independent adviser  
of your choosing at your expense. Weights given for stones we offer  for sale are based solely on measurements and known gemological  formulae; they are approximate, not exact. Weight may differ once a  stone is removed from its setting. You are advised to verify weight  
estimates prior to bidding at auction. 
Coins and Currency All coins and currency are sold ?as is? by us,  except as to authenticity. You acknowledge and agree that grading is  not an exact science, but a matter of opinion as to condition and other  attributes; and that grading can and will differ among third party  grading services (even though consensus grading is employed by  most), independent experts, dealers, collectors and auction houses,  including our own. Opinion as to the grading, condition or other  attributes of any lots may have a material effect on value. Coins and  currency are sold without any additional express or implied warranty,  including, but not limited to, (a) grade; (b) referencing the opinion of a  third-party grading service; (c) with no reference to the opinion of a  third-party grading service; (d) with reference to our opinion as to  grading; (e) subsequently submitted to a third-party grading service for determination or certification; (f) encapsulated and therefore unable to  be physically examined. 
We reserve the right to differ with the grades assigned to any lot, by  certificate or otherwise, regardless of the grading service, and will not  be bound by any prior or subsequent opinion, determination or  certification by third-party grading services including, but not limited to, National Guaranty Company (NGC), Professional Coin Grading  Service (PCGS), Paper Money Guaranty (PMG) and Currency 
Grading and Authentication (CGA) or any other any grading service,  third party organization or dealer. There is no guarantee or warranty  implied or expressed that the grading standards we use will meet the  standards of any grading service at any time in the future. We have  graded uncertified coins and currency with reference to the current  interpretation of the American Numismatic Association?s standards at  the time of grading. 
We may re-grade any lot for any reasons, including, but not limited to  a change of grading standards, differences in opinion, mishandling  over time. 
We will not be liable for any patent or latent defect or controversy  pertaining to or arising from any encapsulated coins or currency. In  any such instance, your remedy, if any, shall be solely against the  service certifying and you hereby agree that you will have no remedy  against us. 
Please note that certain types of plastic may react with a coin?s metal  or transfer plasticizer to notes, causing damage. Avoid storage in  materials that are not inert. 
LIMIT OF LIABILITY 
As is, Where is Except as expressly stated herein, each lot is  sold ?as is? ?where is?, with no representation or warranty of any  kind from any party (including Morgan Auctions or the seller of the lot), express or implied, including warranties of merchant-ability, fitness for  a particular purpose and non-infringement.
Warranties Warranties That Are Included: (a) For each lot, the seller  has represented and warranted to us, and represents and warrants to  you, that the seller is the owner of such lot or is acting as authorized  agent of the owner of the lot and has the right to transfer title to the lot  free of all liens, claims, and encumbrances (the ?Limited Warranty?).  (b) Authorship Warranty. Subject to the following terms and conditions, Morgan Auctions warrants, for a period of two (2) years after the Sale  Date, that a lot?s Authorship is true and correct. ?Authorship? means  the creator, designer, culture or source of origin of a lot that is  specifically identified in BOLD and CAPITAL type in the lot?s current  catalog, but not including supplemental text or information included in  any other descriptions (whether or not in the catalogue).  (the ?Authorship Warranty?) 
Warranty Exclusions and Conditions Notwithstanding the foregoing, each warranty of any kind or nature on any lot sold by Morgan  Auctions will be subject to the following conditions: 
(a) All warranties specifically exclude: (i) Any lot description that states there is a conflict of specialist opinion. (ii) Any typographical errors in  lot descriptions or catalog. (iii) Any lot description listed as ?in the style of?, ?attributed to?, ?the school of?, ?in the manner of?, or ?after?.  (iv) Wear on furniture, flakes, surface scratches, or manufacturing  flaws in glass or ceramic lots. (v) Any lot for which, at the time of sale,  the statements regarding Authorship made by Morgan Auctions  conform to the generally accepted opinion of scholars, specialists or  other experts when published, despite subsequent discovery of  information that modifies such generally accepted opinions. (vi) If the  lot?s failure to conform to its Authorship Warranty can only shown by a  scientific process which, on the date we published the Authorship  description, was not available or generally accepted for use, or which 
was unreasonably expensive or impractical, or which was likely to  have damaged the lot; (b) The description of clocks and lighting  devices, whether in the catalog or a condition report, as such  descriptions may be incomplete and not identify every mechanical  replacement, repair, or defect. The absence of reference to the  condition of a clock or lighting device does not imply it to be in working condition or without defects, repairs, restorations, or replacement  parts. No warranty is made that any watch is in working condition or  without defects, restorations, or working parts. Buyers are advised to  check watch works prior to auction. (c) The description of jewelry,  whether in the catalogue or a condition report, is rendered as opinion  and not a representation of fact, including, but not limited to, specialist  opinion as to authenticity, the enhancement or treatment of  gemstones, the weight of gemstones, the country of origin, the  authorship or origin (manufacture) of an item, its period or the  authenticity of its marks. (d) The benefits of any warranty under this  Agreement are only provided to and available for the original buyer of  a lot from Morgan Auctions, and not to any subsequent purchasers,  transferees, successors, heirs, beneficiaries or assigns of the original  buyer. We specifically disclaim any warranty for any person other than the original purchaser of the lot from Morgan Auctions. (e) Neither the  seller nor Morgan Auctions makes any warranty or representation,  express or implied, as to whether you will acquire any reproduction  rights, copyrights or other intellectual property rights in, or with respect to any lot. 
Warranty Claims and Remedies (a) How To Make A Claim Under  Any Warranty Under This Agreement. To make a claim under a  warranty under this Agreement, you will do the following: (i) Submit  written notice of your claim within sixty (60) days after you become  aware of the existence of such a claim, and in any event no later than 
two (2) years following the Sale Date; and (ii) For a claim under the  Authorship Warranty, submit, at your expense, written opinions of at  least two (2) experts (whose principal line of business is the appraisal  and authentication of art, antiquities, design objects or other valuable  objects similar to the lot), that the lot fails to materially conform to the  Authorship Warranty; and (iii) If we determine you are entitled to a  remedy for a breach of warranty, then prior to receiving a refund of  any amount of the Sale Fees paid by you to us, you must return the lot to us in the same condition as it was at the Sale Date. (b) Remedies of Warranties under this Agreement. Your sole remedies for any violation  of a warranty under this Agreement of any kind or nature are the  following: (i) if we have not yet paid the seller the seller?s portion of the Sale Fees, then we will refund your payment of the lot?s Sale Fees to  you; (ii) if we have paid the seller the seller?s portion of the Sale Fees,  then we will either, at our sole option and election: (A) refund to you  the lot?s Sale Fees; or (B) make written demand upon the seller for the refund of the portion of the Sale Fees you paid which we paid to the  seller and we will refund to you the portion of the Sale Fees which you paid which we retained. If the seller fails to make the refund, we will  furnish you with the name and address of the seller and assign all of  our rights against the seller to you. You hereby agree that upon this  assignment of our rights, we will have no further liability to you or  responsibility to pursue your claim against the seller. 
Limit of Liability IN NO EVENT SHALL Morgan Auctions BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,  EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR  SIMILAR DAMAGES, WHETHER FORESEEABLE OR  UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION  ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES OCCURRING. WITH RESPECT 
TO ANY SALE OF A LOT, IN NO EVENT SHALL Morgan Auctions BE  LIABLE TO YOU OR ANY THIRD PARTY FOR LOSSES IN EXCESS  OF THE SALE FEES PAID BY YOU TO Morgan Auctions FOR SUCH  LOT TO WHICH THE CLAIM RELATES. We are not liable for any  
breach or default by the consignor or seller of a lot or in relation to any terms which are implied into contracts by law and which are the  responsibility of the seller of an item. 
Indemnity; Limit of Liability; Liability You agree to indemnify,  defend and hold Morgan Auctions, its officers, directors, employees,  agents and their successors and assigns harmless from and against  any and all claims, actions, damages, losses, liabilities and expenses  (including reasonable attorneys? fees and costs) relating to the breach, or alleged breach, of any of your agreements, covenants,  representations or warranties contained in this Agreement. 
Intellectual Property Morgan Auctions and our licensors will retain  ownership of our intellectual property rights, including, without  limitation, copyright to all photographs or other images of the lot  created by us (including in your Purchased Lots), as well as rights to  the copyrights and trademarks and other images, logos, text, graphics, icons, audio clips, video clips, digital downloads in, and the ?look and  feel? of, the Morgan Auctions website and each Morgan Auctions  catalogue. You may not obtain any rights of ownership, use,  reproduction or any other therein by virtue of this Agreement. You may not use any of our trademarks or service marks in any way. 
BUYER?S REPRESENTATIONS AND WARRANTIES You hereby  represent, warrant and covenant:
Legal Status If you are acting as an agent for someone who is not  signing this Agreement, you and the principal are jointly and severally  liable for and subject to the terms and conditions hereunder, to the  same extent as though you were acting as principal. 
Information All information you have provided or will provide to  Morgan Auctions about yourself, your principal if any, your business,  your identity and your funds will be totally and completely accurate,  truthful and complete. 
Legal The purchase of any lot is not being done for illegal purposes.  Your funds are not or will not be linked to any criminal activity, tax  fraud, money laundering or terrorist activities; neither you nor any  principal or beneficiary you represent is being investigated for, or has  been charged or convicted of, any criminal activity, tax fraud, money  laundering or terrorist activities. 
Notify Us You will notify us promptly in writing of any events or  circumstances that may cause your representations and warranties to  be inaccurate or breached in any way. 
DISPUTES AND GOVERNING LAW 
Governing Law This Agreement and all rights and obligations  relating to it will be governed by the laws of the State of New Jersey  and specifically excluding conflict of laws principles and the UN  Convention on Contracts for the International Sale of Goods. 
Dispute Resolution Any dispute, controversy or claim arising out of,  relating to, or in connection with this Agreement, or the breach, 
termination, or validity thereof (?Dispute?), will be resolved, to the  extent possible, within forty-five (45) days through discussions held in  good faith between appropriate representatives of the Parties. If the  Dispute has not been resolved after the 45-day discussion period,  either Party may refer the Dispute or claim to American Arbitration  Association under its Commercial Mediation Procedures, for mediation in NEWARK, NEW JERSEY for a period of one hundred twenty (120)  days. However, if the Dispute is not settled by mediation within the  120-day period, the Dispute will be settled by arbitration administered  by the American Arbitration Association in accordance with its  Commercial Arbitration Rules. Claims will be heard by a single  arbitrator, unless the claim amount exceeds $250,000, in which case  the dispute will be heard by a panel of three arbitrators. The place of  arbitration will be NEWARK, NEW JERSEY. The arbitration and any  proceedings conducted hereunder will be governed by the laws of the  State of NEW JERSEY, Title 9 (Arbitration) of the United States Code  and by the United Nations Convention on the Recognition and  Enforcement of Foreign Arbitrary Awards of June 10, 1958. Hearings  will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings, though  hearings may be conducted virtually with the prior written consent of  both parties. Time is of the essence for any arbitration under this  Agreement and arbitration hearings will take place within 90 days of  filing and awards rendered within 120 days. Arbitrator(s) will agree to  these limits prior to accepting appointment. Each party will bear its  own costs and expenses and an equal share of the arbitrators' and  administrative fees of arbitration. Except as may be required by law,  neither a party nor an arbitrator may disclose the existence, content,  or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to  pay its required share of the deposits for arbitrator compensation or 
administrative charges will constitute a waiver by that party to present  evidence or cross-examine witnesses. In such event, the other party  will be required to present evidence and legal argument as the  arbitrator(s) may require for the making of an award. Notwithstanding  any language to the contrary in the contract documents, the Parties  hereby agree that the arbitrator?s decision will be final and  nonappealable. The arbitrator?s decision may be entered in any court  having jurisdiction thereof. 
Enforcement Costs Notwithstanding the foregoing, if Morgan  Auctions brings an action to enforce this Agreement and/or to collect  any sum due and owing to it, Morgan Auctions will be entitled to  recover (in addition to any other amounts it Is owed) its reasonable  attorney?s fees, collection agency fees, and cost of proceedings from  you, including without limitation its Enforcement Costs.  Notwithstanding the foregoing, Morgan Auctions may bring a Dispute  for Enforcement Costs or in accordance with Section 32 (Security) or  Section 34 (Confession of Judgment) in any court having jurisdiction  over you. 
RULES 
No Waiver Any failure, delay, relaxation or indulgence by a Party in  exercising any power or right conferred on that Party by this  Agreement does not operate as a waiver of that power or right unless  expressed in writing to be a waiver. 
No Reliance In entering into this Agreement, the Parties have not  relied on any representations or warranties about its subject matter  except as provided in this Agreement.
Amendments No change, modification, alteration or addition to any  provision, or waiver of any provision of this Agreement will be valid  unless set forth in writing and signed by each Party. 
Notices Unless otherwise specified herein, all notices, requests or  other communications under or in connection with this Agreement, to  or upon the Parties will be made to such addresses and to the  persons designated below, or such other people and addresses as  provided in writing the receiving Party from time to time, and will be  deemed to have been given hereunder only as follows: (a) if delivered  by overnight commercial delivery service, upon receipt as evidenced  by the records of such service; (b) if sent by certified or registered  mail, seven (7) calendar days after posting it; and (c) if sent by email,  once the receiving Party confirms its receipt by reply or other written  communication. 
Notices to Morgan Auctions: Morgan Auctions LLC 4 Rainbow Dr,  Mayslanding, NJ 08330. Attn: Legal Dept 
Notice to You (Bidder):The address you provide to Morgan Auctions  during registration or later. 
Further Assurances You will furnish us, upon our request, with any  additional information required to comply with applicable law. You will  provide us, upon our request, verification of your identity in an  appropriate form. 
Counterparts This Agreement may be executed in any number of  counterparts. Signatures sent using a digital signature service or a  web-based acceptance form or by facsimile transmission and scanned
executed agreements in PDF format sent by email transmission are  each valid and binding and will be deemed an original. All  counterparts, taken together, constitute one instrument. 
Translations If we have provided a translation of this Agreement, we will use this original version in deciding any issues or disputes which  arise under this Agreement. 
Interpretation Validity If a court or an arbitrator finds that any part of  this Agreement is not valid, or is illegal or impossible to enforce, that  part of this Agreement will be treated as being deleted, and the rest of  this Agreement will not be affected. 
Entire Agreement This Agreement, including any schedules, exhibits or attachments hereto constitutes the entire agreement between the  Parties with respect to the transactions contemplated hereby and  supersedes all prior or contemporaneous understandings and  agreements of the Parties (whether written or oral) relating to the  subject matter of this Agreement. 
Construction In this Agreement, unless the context otherwise  requires: (a) references to sections, exhibits, attachments and  schedules are to those in, of and to this Agreement and headings are  inserted for convenience only; (b) words importing the plural will  include the singular, and vice versa; (c) references to a ?person? will be construed as including references to an individual, company,  enterprise, firm, partnership, joint venture, association or organization, whether or not having separate legal personality; (d) use of the word  ?will? as an action attributable to a Party means the Party agrees to,  will, promises to and covenants to take the actions following or 
connected to the use of the word ?will;? (e) use of the word ?may? as an  action attributable to a Party means that Party has the right, but not  the obligation, to take the action following or connected to use of the  word ?may;? and (f) references to ?it,? ?its,? ?they,? ?their,? and ?them,? will  be construed as including any generic, omni-gender pronoun such as  she, hers, her, he, his, him, it, its, they, their and them. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR  RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND  EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY. 
BY ACCESSING OR USING THE DIGITAL PLATFORMS (AS DEFINED BELOW), YOU  ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE (?TERMS OF USE?)  (INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SET  FORTH HEREIN, PURSUANT TO WHICH YOU AGREE THAT DISPUTES BETWEEN  YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION  (EXCEPT AS OTHERWISE PROVIDED HEREIN) AND YOU WAIVE YOUR RIGHT TO  PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION) and  our Privacy Policy , AND YOU REPRESENT THAT (A) YOUR ACCESS TO AND USE OF  THE DIGITAL PLATFORMS WILL BE IN ACCORDANCE WITH THESE TERMS OF USE  AND ALL APPLICABLE LAWS, RULES AND REGULATIONS AND (B) YOU ARE OF  LEGAL AGE TO ENTER INTO A BINDING CONTRACT. If you do not agree to these Terms  of Use and the Privacy Policy , you may not access or otherwise use the Digital Platforms. 
The following Terms of Use are entered into by and between you and Morgan Auction's  (?Morgan Auction's? or ?we? or ?us? or ?our? or other similar pronouns) and, together with any  documents incorporated herein by reference, govern your access to and use of the Morgan  Auction's website at www.morgan-auctions.com , and the websites for Morgan  Auction's Wine, Morgan Auction's Diamonds, or any other Morgan Auction's website on which  this is posted (each, a ?Morgan Auction's Website?), whether accessed through the Morgan  Auction's website (desktop or mobile) and/or Morgan Auction's applications for mobile and  tablet devices (collectively, the ?Digital Platforms?). 
For the avoidance of doubt, your use of certain areas, services or features of the Digital Platforms may be subject to additional terms, which will be posted or otherwise made available to you in  connection with such area or feature. By way of example, your purchase of non-auction products through the Morgan Auction's Digital Platforms will be governed by the applicable Terms of  Sale, and your participation in online auctions shall be governed by the Conditions of Sale 
applicable to the relevant auction. Morgan Auction's consignments and purchases are governed  by terms located at www.morgan-auctions.com . 
We may change these Terms of Use from time to time, at any time without notice to you, by  posting such changes on the Morgan Auction's Websites. It is your responsibility to periodically  check the Terms of Use. You will know if these Terms of Use have been revised since your last  visit to the Digital Platforms by referring to the ?Last Modified? date at the bottom of this page.  IF YOU DO NOT AGREE TO THE CURRENT VERSION OF THE TERMS OF USE, YOUR  SOLE AND EXCLUSIVE REMEDY IS TO REFRAIN FROM ACCESSING OR OTHERWISE USING THE DIGITAL PLATFORMS. 
1. Electronic Communication. When you access or use the Digital Platforms, provide your e-mail address to a Morgan Auction's representative, or send us e-mails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We  will communicate with you by e-mail or by posting notices on the Digital Platforms. You agree  that all agreements, notices, disclosures and other communications that we provide to you  electronically satisfy any legal requirement that such communication be in writing. 
2. Proprietary Rights. As between you and Morgan Auction's, Morgan Auction's owns, solely and exclusively, all right, title and interest in and to the Digital Platforms and all elements thereof,  including: all the content (including without limitation audio, images, photographs, illustrations,  text, graphics, logos, button icons, other visuals, video, copy, Trademarks, etc.), software, code,  data and materials used therein or available thereon; the look and feel, design and organization of the Digital Platforms; the compilation of the content, code, data and materials in the Digital  Platforms; and all copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including rights of authorship, attribution and subsequent modification) and other  intellectual property and proprietary rights (whether registered or unregistered in any  jurisdiction) in any of the foregoing. Your use of the Digital Platforms does not grant to you any  right, title or interest in any element thereof, and Morgan Auction's (or our applicable license,  partners, or affiliates) owns and retains all right, title and interest (including all intellectual  property and proprietary rights) therein and thereto. 
3. Limited License. Subject to the restrictions and limitations set forth in these Terms of Use, we  grant you a limited license to access and use the Digital Platforms for internal purposes of (a)  accessing and viewing the content on the Digital Platforms on your computer or other Internet  compatible device, including mobile devices and tablets, (b) making single copies or prints of the content on the Digital Platforms, and (c) placing bids or orders (as applicable) for products  offered for auction or sale on the Digital Platforms. The Digital Platforms and the services  offered on or through the Digital Platforms, including any content, software, code, data and  materials thereon, are only for your own personal, non-commercial use. The Digital Platforms 
are not directed to children younger than 13 and are offered only to users 13 years of age or  older. 
4. Prohibited Use. 
Any commercial distribution, publishing, use or exploitation of the Digital Platforms or any element thereof (including any content, software, code, data or materials used in or  available on the Digital Platforms), is strictly prohibited unless you have received the  express prior written permission of Morgan Auction's or the applicable rights holder. 
Other than as expressly permitted under these Terms of Use, you may not (i) download, publish,  perform, display, distribute, copy, imitate, mirror, reproduce, post, transmit, modify, adapt, edit,  create derivative works from, transfer, sell, license, rent or otherwise exploit or make commercial use of the Digital Platforms or any element thereof (including any content, software, code, data  or materials used in or available on the Digital Platforms) or (ii) translate, reverse engineer,  decompile, decrypt, disassemble, or convert into human readable form the Digital Platforms or  any element thereof (including any content, software, code, data or materials used in or available  on the Digital Platforms) not intended to be so read (this includes using or directly viewing the  underlying HTML or other code from the Digital Platforms except as interpreted and displayed  in a web browser). 
As a condition of your access to and use of the Digital Platforms, you agree that you will not use  the Digital Platforms or any element thereof for any purpose that is unlawful, commercial in  nature (such as, for example, raising money for anyone, advertising or promoting any product,  service, pyramid scheme or other venture) or prohibited by these Terms of Use, or any other  purpose not permitted under these Terms of Use. You agree to abide by all applicable local, state, national and international laws, regulations and rules and not to access or use the Digital  Platforms from a jurisdiction where such access or use illegal or unauthorized. By way of  example, and not limitation, you agree that while using the Digital Platforms and the various  services and features offered on or through the Digital Platforms, you shall not: 
(a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation  with any other person or entity; 
(b) reveal any personal information about another individual, including another person's name,  address, phone number, electronic mail address, credit card information or any other information  that could be used to track, contact or impersonate that person; 
(c) insert your own or a third party's advertising, branding or other promotional content into any  of the any services, content, functions, information, materials or products available through the  Digital Platforms; use, redistribute, republish or exploit such content or service for any further 
commercial or promotional purposes; or otherwise engage in unauthorized or unsolicited  advertising or marketing; 
(d) engage in data mining, spidering, "screen scraping," "database scraping," harvesting of  catalogue information, e-mail addresses, IP addresses or other contact or personal information, or any other automatic means of obtaining information from the Digital Platforms or through the  Digital Platforms or the services offered on or through the Digital Platforms; 
(e) obtain or attempt to obtain unauthorized access to computer systems, materials or information that is not intentionally made publicly available by Morgan Auctions?s through any means,  including through password mining; 
(f) use the Digital Platforms or any services, content, functions, information, materials or  products available through the Digital Platforms in violation of Morgan Auctions's or any third  party's intellectual property or other proprietary or legal rights; 
(g) frame or link to the Digital Platforms without our express written permission or as otherwise  expressly permitted pursuant to Section 8 below; 
(h) use the Digital Platforms or any services, content, functions, information, materials or  products available through the Digital Platforms for purposes of money laundering, bid rigging,  price fixing or other unlawful collusion, price signaling or exchange of competitively sensitive  data or information; 
(i) engage in activities, or use the Digital Platforms or any services, content, functions,  information, materials or products available through the Digital Platforms, in a manner that could damage, disable, overburden, or impair the Digital Platforms or our (or our third-party service  providers?) computing, storage or communications infrastructure, or interfere with any other  party's use and enjoyment of the Digital Platforms; 
(j) use or deploy any software viruses or any other computer codes, files, or programs that are  designed or intended to disrupt, damage, limit or interfere with the proper function of any  software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Morgan Auction's or any third party; or 
(k) attempt (or encourage or enable anyone else's attempt) to engage in any of the foregoing  prohibited activities or otherwise alter or interfere with the Digital Platforms or any services,  content, functions, information, materials or products available through the Digital Platforms. 
5. Trademarks. The trademarks, logos, service marks and trade names (collectively the  "Trademarks") displayed on or in connection with the Digital Platforms (or on content available 
on the Digital Platforms) and all rights therein belong to Morgan Auction's, SPTC, Inc., or our  affiliates, licensors or partners, or other parties, and may not be used in any manner unless  expressly authorized in writing by Morgan Auction's or the applicable Trademark owner. 
6. User Information; Account Registration. In the course of your use of the Digital Platforms,  you may be asked to provide certain personal information to us ("User Information?), including  if you choose to register a user account on the Digital Platforms. Our information collection and  use policies with respect to the privacy of such User Information are set forth in the relevant  Morgan Auction's Privacy Policy which are incorporated herein by reference. 
We will not knowingly collect personally identifiable information from any person that is  actually known to us to be a child under the age of 13. IF YOU ARE UNDER 13 YEARS OF  AGE, PLEASE DO NOT USE OR ACCESS THE DIGITAL PLATFORMS AT ANY TIME OR  IN ANY MANNER. 
You acknowledge and agree that you are solely responsible for the accuracy and content of User  Information, and you agree to keep it up to date. 
You may register for an account on the Morgan Auction's Websites. We may refuse to accept any  application for an account registration, or may cancel any account registration at any time, in our  sole discretion. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You are solely responsible for  
maintaining the confidentiality of your access credentials and other account information, and  acknowledge and agree that you are and will be solely liable for any and all acts and omissions  under your account, including any content that is posted or transmitted using the Digital  Platforms. Without limiting the foregoing, you agree to use reasonable efforts to prevent  unauthorized access to or use of your account and to preserve the confidentiality of your  username and password, and any device that you use to access your account. You agree to notify  us immediately of any unauthorized use of your account or any other breach of security of which you become aware. You will be solely responsible for losses incurred by Morgan Auction's and  others due to any unauthorized use of your account. 
7. Submitted Materials. Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Digital Platforms, by e-mail or in any other way. Any information, creative works, demos, ideas,  suggestions, feedback, concepts, methods, systems, designs, plans, techniques or other materials  submitted or sent to us ("Submitted Materials") will be deemed not to be confidential or secret,  and may be used by us in any manner consistent with the relevant Morgan Auction's Privacy  Policy. By submitting or sending Submitted Materials to us, you: (a) represent and warrant that  the Submitted Materials are original to you, that no other party has any rights thereto (i.e., that 
the material you submit does not infringe the rights of a third party), and that any "moral rights"  in Submitted Materials have been waived, (b) irrevocably assign to us all right, title and interest  therein, and waive any rights therein that cannot be assigned to us (including moral rights), and  (c) acknowledge that we have the unrestricted right to use Submitted Materials for any purpose  whatsoever, commercial or otherwise, without compensation to you or any other person. We are  
not responsible for maintaining any Submitted Material that you provide to us, and we may  delete or destroy any such Submitted Material at any time. 
8. Linking to the Digital Platforms. You agree that if you include a link from any other web site  to the Digital Platforms, such link shall: (i) not contain any logos, but rather should merely read  "Morgan Auction's" in plain text, (ii) open in a new browser window; and (iii) link to the full  version of an HTML formatted page of this Digital Platforms. You are not permitted to link  directly to any image hosted on the Digital Platforms or our services, such as using an "in-line"  linking method to cause the image hosted by us to be displayed on another web site. You are  permitted to link directly to videos hosted on the Digital Platforms only with proper credit to  Morgan Auctions?s, and you may not alter the videos in any way. You agree not to download or  use images hosted on the Digital Platforms on another website, for any purpose, including,  without limitation, posting such images on another site. You agree not to link from any other web site to the Digital Platforms in any manner such that the Digital Platforms, or any page of the  Digital Platforms, is "framed," surrounded or obfuscated by any third party content, materials or  branding. We reserve all of our rights under the law to insist that any link to the Digital Platforms be discontinued, and to revoke your right to link to the Digital Platforms from any other web site  at any time upon written notice to you. To find out more information about our linking policies,  or to seek our permission, you may write to: Morgan Auction's, 4 Rainbow Dr, Mayslanding, NJ  08330, Attention: Website Management. 
9. Indemnification. You agree to defend, indemnify on demand and keep Morgan Auction's and  our affiliates, parents, subsidiaries and each of our and their respective officers, employees,  agents, partners, content providers, service providers, suppliers and licensors (collectively, the  ?Released Parties?) indemnified, and hold the Released Parties harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and  expenses, including reasonable attorneys' fees, arising in any way from (a) your use of or  reliance on the Digital Platforms or any services, content, functions, information, materials or  products available through the Digital Platforms, (b) your purchase or use of any products  through the Digital Platforms, (c) your placement or transmission of any message, content,  information, software or other materials through the Digital Platforms, or (d) your fraudulent or  deceptive acts or omissions, or breach or violation of the law (including infringement of any  intellectual property or other right of any person or entity) or of these Terms of Use. We will  provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right, at 
our own expense, to assume the exclusive defense and control of any matter otherwise subject to  indemnification by you, and in such case, you agree to assist and cooperate with our defense of  such claim. In any event, you shall not settle any such claim without our prior written approval. 
10. Orders for Products and Services. We may make certain products available for purchase  through the Digital Platforms to visitors and registrants of the Digital Platforms, including, for  example, our auction catalog. Certain products that you bid on, purchase and/or download on or  through the Digital Platforms may be subject to additional terms and conditions presented to you  at the time of such bidding, purchase or download. 
11. Third Party Websites. The Digital Platforms may contain links or connections to Third-Party  Websites, and Third-Party Websites may link to the Digital Platforms. For purposes of this  Section 11, ?Third-Party Websites? include all websites, mobile websites, mobile and web  applications, and services owned, operated or provided by any third party, including any such  website, application or service operated or provided by a third party under license from Morgan  Auction's or any of our affiliates. Examples of such Third-Party Websites include artnet.com,  Morgan Auction's International Realty, and Morgan Auction's Institute of Art. The inclusion in  the Digital Platforms of any link to a Third-Party Website does not constitute an endorsement or  sponsorship by Morgan Auction's of such Third-Party Website, or the information, content,  products, services, advertising, code or other materials presented on or through such Third-Party  Website. Any reliance on the contents of a Third-Party Website is done at your own risk. When  you access such Third-Party Websites, you acknowledge and agree that (a) these other websites  and services are not under our control and we have no responsibility for the information, content, products, services, advertising, code or other materials provided by or through any Third-Party  Website (even if the relevant website or service is owned or operated by a Morgan Auction's  affiliate, or under license from Morgan Auction's or any of our affiliates), (b) there are risks in  accessing these Third-Party Websites, and you assume all responsibilities and consequences  resulting from such risks, and under no circumstances will we be responsible for any  consequences resulting from such risks or for the accuracy, legality, appropriateness or any other  aspect of the content or function of such websites, and (c) additional or different Terms of Use  may apply when you are accessing and using such Third-Party Websites. By using the Digital  Platforms, you release and hold the Released Parties harmless from any and all liability arising  from your use of any such Third-Party Website or your reliance on any content, goods or services provided by the relevant third party. If there is a dispute between you and any third party, we are  under no obligation to become involved. You should direct any concerns to the relevant third  party. 
12. Copyright Agent. We respect the intellectual property rights of others, and require that all  who use the Digital Platforms do the same. If you believe that your work has been copied in a  way that constitutes copyright infringement, please forward the following information to Morgan
Auction's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright  Act, 17 U.S.C. ? 512(c)(2), named below: 
(a) Your address, telephone number, and email address; 
(b) A description of the copyrighted work that you claim has been infringed; (c) A description of where the alleged infringing material is located; 
(d) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 
(e) An electronic or physical signature of the person authorized to act on behalf of the owner of  the copyright interest; and 
(f) A statement by you, made under penalty of perjury, that the above information in your Notice  is accurate and that you are the copyright owner or authorized to act on the copyright owner's  behalf. 
Copyright Agent:General CounselMorgan Auction's1334 York Avenue, 4 Rainbow Dr,  Mayaslanding NJ, 08330E-mail: copyright@Morgan-Auctionss.com 
13. DISCLAIMER OF WARRANTIES. 
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF  THE DIGITAL PLATFORMS IS AT YOUR SOLE RISK, AND THE DIGITAL PLATFORMS  AND ALL SERVICES, CONTENT, FUNCTIONS, INFORMATION, MATERIALS AND  PRODUCTS AVAILABLE THROUGH THE DIGITAL PLATFORMS ARE PROVIDED ON  AN ? AS IS ? AND ? AS AVAILABLE ? BASIS WITHOUT WARRANTY OF ANY KIND,  INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A  PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF  PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY  DISCLAIMED. 
WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES (I) MAKE NO  WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES  ORDERED OR PROVIDED VIA THE DIGITAL PLATFORMS, AND (II) HEREBY  DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND  REPRESENTATIONS WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION  ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR  SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS OR 
OTHERWISE ON THE DIGITAL PLATFORMS OR IN CORRESPONDENCE WITH Morgan  Auctions'S OR ITS AGENTS. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL  RISKS RELATED TO, THE HANDLING, STORAGE, AND USE OF ANY PRODUCTS  MADE AVAILABLE TO YOU VIA THE DIGITAL PLATFORMS. 
THE RELEASED PARTIES FURTHER DO NOT WARRANT OR GUARANTEE THAT: 
(A) THE DIGITAL PLATFORMS OR ANY SERVICES, CONTENT, FUNCTIONS,  INFORMATION, MATERIALS OR PRODUCTS AVAILABLE THROUGH THE DIGITAL  PLATFORMS WILL MEET YOUR REQUIREMENTS OR THAT THE QUALITY OF ANY  GOODS, PRODUCTS OR SERVICES AVAILABLE ON THE DIGITAL PLATFORMS WILL  MEET YOUR EXPECTATIONS; 
(B) ANY INFORMATION PROVIDED WILL BE TIMELY, ACCURATE, RELIABLE,  PRECISE, THOROUGH, CORRECT OR COMPLETE; 
(C) THE DIGITAL PLATFORMS OR ANY SERVICES, CONTENT, FUNCTIONS,  INFORMATION, MATERIALS AND PRODUCTS AVAILABLE THROUGH THE DIGITAL  PLATFORMS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE,  UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; 
(D) ANY DEFECTS OR ERRORS IN THE DIGITAL PLATFORMS WILL BE CORRECTED; 
(E) THE DIGITAL PLATFORMS WILL BE FREE OF VIRUSES OR OTHER HARMFUL  COMPONENTS; OR 
(F) ANY PARTICULAR RESULT OR OUTCOME CAN BE ACHIEVED OR THAT THE  RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DIGITAL PLATFORMS  WILL BE ACCURATE OR RELIABLE. 
14. LIMITATION OF LIABILITY. 
IN NO EVENT SHALL ANY RELEASED PARTY BE LIABLE, WHETHER IN AN ACTION  BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING  WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY  STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR  OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING,  WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS,  GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL,  INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING  FROM, OR DIRECTLY OR INDIRECTLY RELATED TO (A) ANY BREACH OF THIS 
AGREEMENT, (B) THE USE OF, OR THE INABILITY TO USE, THE DIGITAL  PLATFORMS OR THE CONTENT, MATERIALS, INFORMATION, FUNCTIONS OR  PRODUCTS AVAILABLE THROUGH THE DIGITAL PLATFORMS, (C) YOUR PROVISION OF INFORMATION VIA THE DIGITAL PLATFORMS; (D) ANY INACCURACY OR  OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE DIGITAL  PLATFORMS; (E) ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR  RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH  THE DIGITAL PLATFORMS, OR (F) LOST BUSINESS OR LOST SALES, EVEN IF SUCH  RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
WITHOUT LIMITING THE FOREGOING, ANY MATERIALS, DATA, TEXT, IMAGES,  VIDEO, AUDIO OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED  THROUGH THE DIGITAL PLATFORMS ARE ACCESSED, DOWNLOADED OR  OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY  RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE  OR OTHER PROPERTY THAT RESULTS THEREFROM OR FROM YOUR USE OF ANY  SUCH MATERIALS. 
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF  LIABILITY FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. 
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE RELEASED  PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN  CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR  OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE DIGITAL  PLATFORMS OR THE CONTENT, MATERIALS, INFORMATION, FUNCTIONS OR  PRODUCTS AVAILABLE THROUGH THE DIGITAL PLATFORMS EXCEED, IN THE  AGGREGATE, FIFTY DOLLARS ($50.00). 
15. Dispute Resolution. EXCEPT AS OTHERWISE PROVIDED UNDER THESE TERMS OF  USE, ALL DISPUTES AND CLAIMS BETWEEN YOU AND Morgan Auction's THAT ARISE  OUT OF OR IN CONNECTION WITH, OR RELATE TO, THESE TERMS OF USE SHALL  BE RESOLVED, AT THE FILING PARTY'S ELECTION, IN EITHER A SMALL CLAIMS  COURT OR BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE  AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION  RULES AND SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK. ALL  DISPUTES IN ARBITRATION WILL BE HANDLED SOLELY BETWEEN THE NAMED  PARTIES, AND NOT ON ANY REPRESENTATIVE OR CLASS BASIS. FURTHER, UNLESS
BOTH YOU AND Morgan Auction's AGREE OTHERWISE, THE ARBITRATOR MAY NOT  CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE  PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE  ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT  NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL  CLAIM WITHOUT AFFECTING OTHER INDIVIDUALS. 
YOU UNDERSTAND AND AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS,  WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN  INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A  NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE  OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND Morgan  Auction's SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF  THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION  AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS  PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW. 
YOU UNDERSTAND THAT YOU AND Morgan Auction's ARE AGREEING TO GIVE UP  ANY RIGHTS TO LITIGATE CLAIMS BEFORE A JURY. 
16. Local Standards. We do not represent or warrant that the Digital Platforms or any content,  materials, information, functions or products available through the Digital Platforms are  appropriate for use in all locations. Persons who choose to access the Digital Platforms do so on  their own initiative, and are responsible for compliance with local laws, if and to the extent local  laws are applicable. 
17. Termination. Notwithstanding anything to the contrary set forth in these Terms of Use, we  may cancel any order, terminate your access to all or any part of the Digital Platforms at any  time, and/or block or prevent future access to and use of the Digital Platforms, in each case with  or without cause, with or without notice and without attendant liability, effective immediately.  Upon any termination, all rights and obligations of the parties hereunder shall cease and you  shall immediately cease using the Digital Platforms, except that (a) all obligations that accrued  prior to the effective date of termination (including without limitation, all payment obligations)  and all remedies for breach of these Terms of Use shall survive and (b) the provisions of these  Terms of Use that by their nature are intended to survive termination shall so survive. We  maintain a policy that provides for the termination in appropriate circumstances of the Digital  Platforms use privileges of users who are repeat infringers of intellectual property rights.
18. Miscellaneous. The Terms of Use incorporate the applicable Privacy Policy and any other  terms applying to your use of the Morgan Auction's Website by reference. These Terms of Use  and the relationship between you and us shall be governed by the laws of the State of New York,  without regard to its conflict of law provisions. You agree that any cause of action that may arise  under the Terms of Use shall be commenced and be heard in the appropriate court in the State of  New York, County of New York. Subject to the terms of Section 15 above (Dispute Resolution),  you agree to submit to the personal and exclusive jurisdiction of the courts located within New  York County in the State of New York. Our failure to exercise or enforce any right or provision  of the Terms of Use shall not constitute a waiver of such right or provision. Except as otherwise  set forth herein, these Terms of Use may only be amended by a written agreement executed by  you and an authorized representative of Morgan Auction's specifically referencing these Terms of Use. Any waiver of any provision of these Terms of Use by Morgan Auction's must be made in  writing and signed by an authorized representative of Morgan Auction's and the provision to be  waived. Headings used in these Terms of Use are for convenience only and are not to be relied  upon. If any provision of the Terms of Use is found by a court of competent jurisdiction to be  invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties'  intentions as reflected in the provision, and the other provisions of the Terms of Use remain in  full force and effect. These Terms of Use will inure to the benefit of, and are intended to be  enforceable by, Morgan Auction's successors, assigns and licensees. There are no third party  beneficiaries to this Agreement.