AHA! Digital Auction Platform Terms of Service

Operated by TEDE Holdings LLC d/b/a aha! (Art Haus Auction)

Welcome to aha!, a curator-driven digital auction and marketplace platform for contemporary art. These Terms of Service ("Terms") govern your access to and use of the aha! platform, including our website at arthausauction.com and arthaus.auction, mobile applications, and related services (collectively, the "Service").

1. Acceptance of Terms

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and any additional terms applicable to specific features of the Service. If you do not agree to these Terms, you may not use the Service.

2. Eligibility

You must be at least 18 years of age to create an account, place bids, make purchases, or list artwork on the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into binding agreements.

3. Description of Service

aha! provides an online platform that connects artists, curators, and collectors in a curator-driven marketplace. The Service facilitates:

• Curated online auctions for contemporary artwork
• Direct gallery purchases at fixed prices
• Artwork discovery, editorial content, and curation
• Payment processing and escrow services via Stripe
• Artwork condition documentation via aha! Capture
• The aha! Index for artist and market intelligence
• Salon spaces for community engagement and social discovery

aha! acts as a marketplace facilitator. aha! is not a party to transactions between buyers and sellers except as expressly stated in these Terms.

4. User Accounts

4.1 Account Types

The Service supports three primary account types: Artist accounts for creators listing work for sale, Curator accounts for individuals organizing and presenting auctions, and Collector accounts for individuals browsing, bidding, and purchasing artwork.

4.2 Account Creation

You must create an account to participate in auctions, make purchases, or list artwork. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

4.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify aha! immediately of any unauthorized use of your account.

4.4 Account Termination

aha! reserves the right to suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or any other reason at our sole discretion, with or without notice. Upon termination: (a) pending auction bids you have placed may be canceled, (b) escrowed funds for uncompleted transactions will be released or refunded as appropriate, (c) any outstanding seller payouts for completed and delivered sales will be processed within 30 days, and (d) your license to use the Service ceases immediately.

5. Auctions and Bidding

5.1 Bidding Process

All bids are binding and irrevocable once submitted. Bids are held in escrow via Stripe until the auction concludes. The highest qualifying bidder at auction close wins the lot, subject to any applicable reserve price.

5.2 Reserve Prices

Sellers may set a reserve price, which is the minimum price at which they are willing to sell. If bidding does not meet the reserve price, the lot will not sell. Reserve prices are not publicly disclosed.

5.3 Bid Extensions (Anti-Sniping)

To ensure fair bidding, auctions employ automatic bid extensions. If a bid is placed within the final minutes of an auction, the closing time is automatically extended to allow other bidders to respond. The specific extension window is displayed on each auction lot.

5.4 Buyer's Premium

All auction purchases are subject to a 15% buyer's premium added to the hammer price. This premium is clearly disclosed during the bidding process and at checkout.

5.5 Payment Authorization

By placing a bid, you authorize aha! to hold funds equal to your bid amount plus buyer's premium via Stripe. Funds are only captured if you win the auction.

5.6 Winning Bidder Obligations

If you are the winning bidder, you are obligated to complete the purchase. Failure to complete payment within 72 hours of auction close may result in account suspension, negative account standing, and forfeiture of the lot to the next highest bidder.

6. Gallery Purchases

6.1 Direct Purchases

Gallery artworks are sold at fixed prices. Purchases are processed immediately upon checkout completion.

6.2 Pricing

All prices are displayed in USD. Applicable taxes are calculated by Stripe Tax based on your shipping address.

7. Fees and Payment

7.1 Payment Processing

All payments are processed securely through Stripe. aha! does not store your payment card information directly.

7.2 Buyer's Premium

A 15% buyer's premium applies to all auction purchases, calculated on the hammer price.

7.3 Seller Commissions

Sellers acknowledge that aha! charges commissions on sales as disclosed in the seller onboarding process and seller dashboard. Commission rates are set by aha! and may vary by listing type (auction, gallery, private sale). Current rates are displayed in the seller dashboard and are subject to change with notice.

7.4 Artist Resale Royalty

aha! supports artist resale rights. When applicable under the laws of the buyer's or seller's jurisdiction, or when voluntarily elected by the seller, a resale royalty may be calculated and disbursed to the original artist on secondary market sales conducted through the Service.

7.5 Shipping, Handling, and Framing

Additional fees for shipping, handling, insurance, and framing options are disclosed during checkout. These fees are in addition to the artwork price and buyer's premium.

7.6 Taxes

Sales tax is automatically calculated by Stripe Tax based on your shipping address and applicable tax regulations.

7.7 Seller Payouts

Seller payouts for completed sales are processed after the buyer confirms receipt or after the delivery confirmation period has elapsed, whichever comes first. Payouts are typically disbursed within 14 business days of confirmed delivery via the payment method on file in the seller's account.

7.8 International Transactions

For international purchases, the buyer is solely responsible for all import duties, customs fees, value-added tax (VAT), and any other charges imposed by the destination country. aha! does not collect or remit foreign import duties on behalf of buyers.

8. Shipping and Delivery

8.1 Shipping Options

We offer multiple shipping options with varying levels of insurance and handling. Shipping costs are calculated based on artwork dimensions, weight, value, and destination.

8.2 aha! Capture Condition Reports

aha! Capture is our AI-assisted artwork condition documentation system. Condition reports generated through aha! Capture are provided for informational and logistics purposes. While aha! Capture uses advanced technology for dimensional analysis, material identification, and condition assessment, these reports do not constitute professional appraisals or guarantees of condition. Sellers are responsible for the accuracy of condition information provided through any method.

8.3 Packaging and Handling

Sellers are responsible for properly packaging artwork for shipment in accordance with aha!'s packaging guidelines. Failure to follow packaging guidelines may void shipping insurance coverage.

8.4 Risk of Loss

Risk of loss transfers to the buyer upon delivery or pickup. aha! is not responsible for loss or damage after confirmed delivery.

9. Returns and Refunds

9.1 Auction Purchases

All auction purchases are final. No returns or refunds are permitted except as required by applicable law or in cases of material misrepresentation of the artwork (see Section 10.2).

9.2 Gallery Purchases

Gallery purchases are final sale unless the listing explicitly states otherwise. Please review all artwork details, images, and condition information carefully before purchase.

9.3 Disputes

If a buyer believes an artwork was materially misrepresented, they must notify aha! within 7 days of delivery. aha! will review the claim and, at its sole discretion, may facilitate a resolution between buyer and seller, which may include a partial or full refund. aha!'s determination is final.

10. Artwork Condition and Buyer Protection

10.1 As-Is Sale

ALL ARTWORK IS SOLD "AS-IS, WHERE-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. You acknowledge that: artwork may have wear, imperfections, or defects not visible in photographs; condition reports and aha! Capture analyses are provided for informational purposes only; you have inspected or had the opportunity to inspect all available materials about the artwork; and aha! makes no representations or warranties regarding authenticity, condition, value, or provenance beyond what is explicitly stated in the listing.

10.2 Material Misrepresentation

If an artwork is materially different from its listing description (wrong artist attribution, significantly undisclosed damage, or incorrect medium), the buyer may request a return within 7 days of delivery. Material misrepresentation does not include minor variations in color (due to monitor differences), normal wear consistent with the artwork's age, or subjective assessments of quality or style.

10.3 Buyer Due Diligence

It is your responsibility to review all available images, descriptions, and condition reports; ask questions before bidding or purchasing; verify artwork dimensions, medium, and condition; and confirm authenticity when purchasing high-value items.

11. Seller Terms

11.1 Listing Accuracy

Sellers are responsible for accurate and complete descriptions, high-quality images, and honest condition reports of their artwork. Listings must accurately represent the artwork's dimensions, medium, date of creation, edition information (if applicable), provenance, and any known defects or restoration.

11.2 Seller Obligations

Upon a successful sale, the seller must: ship the artwork within 5 business days of payment confirmation (or such other period as specified), package the artwork in accordance with aha!'s packaging guidelines, provide tracking information, and include a Certificate of Authenticity where applicable.

11.3 No Shill Bidding

Sellers, and any person acting on a seller's behalf, are prohibited from bidding on their own lots. Shill bidding is grounds for immediate account termination, cancellation of the auction, and permanent ban from the platform.

11.4 Tax Responsibilities

Sellers are responsible for their own income tax obligations arising from sales on the platform. aha! may issue tax reporting documents (such as IRS Form 1099-K) as required by applicable law.

12. Curator Terms

12.1 Curator Role

Curators on aha! are responsible for selecting, organizing, and presenting artwork in curated auctions and editorial contexts. Curators represent that their selections reflect genuine curatorial judgment and expertise.

12.2 Conflicts of Interest

Curators must disclose any financial interest in, personal relationship with, or other material connection to artists whose work they curate on the platform. Curators may not bid on or purchase artwork in auctions they have curated.

12.3 Curatorial Integrity

Curators agree not to accept compensation from artists or sellers in exchange for inclusion in a curated auction or editorial feature, except as part of aha!'s established programs and fee structures.

13. Anti-Circumvention

You agree not to use the Service to connect with other users and then complete transactions outside of the platform to avoid aha!'s fees or protections. If you discover artwork or connect with an artist, curator, or collector through aha!, any resulting transaction must be completed through the Service. Violations may result in account termination and liability for fees that would have been owed.

14. Intellectual Property

14.1 Platform Content

All content on the Service, including text, graphics, logos, software, the aha! brand identity, the aha! Index, and editorial content, is the property of TEDE Holdings LLC or its licensors and is protected by applicable intellectual property laws.

14.2 User Content License

By uploading content to the Service (including artwork images, descriptions, and profile information), you grant aha! a worldwide, non-exclusive, royalty-free license to use, reproduce, display, and distribute such content solely for the purposes of operating, promoting, and improving the Service. This license does not transfer ownership of your content and does not grant aha! the right to sell or sublicense your content for use outside the Service, except for marketing and promotional purposes directly related to aha!.

14.3 Artist Copyright

Artists retain full copyright to their artwork. Listing artwork on aha! does not transfer any intellectual property rights in the artwork itself. Buyers acquire physical ownership of the artwork but do not acquire reproduction rights unless explicitly granted by the artist.

14.4 DMCA and Copyright Complaints

aha! respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). If you believe content on the Service infringes your copyright, you may submit a takedown notice to our designated agent at legal@arthausauction.com with: identification of the copyrighted work, identification of the infringing material, your contact information, a statement of good faith belief, a statement under penalty of perjury that the information is accurate, and your physical or electronic signature. Counter-notices may be submitted following the same procedure. aha! will process valid takedown requests in accordance with the DMCA.

15. Prohibited Activities

You agree not to: violate any applicable laws or regulations; infringe on intellectual property rights; upload malicious code, viruses, or harmful software; interfere with the Service's operation or security; create fake accounts or impersonate others; manipulate auctions, bidding, or pricing; engage in shill bidding or bid rigging; use automated tools to scrape content or data from the Service without authorization; harass, threaten, or abuse other users; or list counterfeit, stolen, or misattributed artwork.

16. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TEDE Holdings LLC d/b/a aha! (Art Haus Auction), ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: your use of the Service, your violation of these Terms, your violation of any third-party rights, any artwork you list, bid on, or purchase through the Service, any content you submit to the Service, and any disputes between buyers and sellers. This indemnification obligation survives termination of your account and these Terms.

17. AI Disclosure and Automated Systems

17.1 Use of Artificial Intelligence

aha! uses artificial intelligence and automated systems in the following areas: artwork categorization, style classification, and discovery recommendations; aha! Capture condition analysis, dimensional measurement, and material identification; collection matching and similarity detection; market analytics, pricing insights, and the aha! Index; and personalized content and editorial recommendations.

17.2 AI-Generated Content Labeling

In compliance with applicable transparency laws, including the California AI Transparency Act and EU AI Act Article 50, AI-generated or AI-assisted content on the platform is identified as such. This includes AI-generated artwork descriptions, condition assessments, and analytical content.

17.3 Data Use and the aha! Index

Transaction data and interaction data collected through the Service are anonymized and aggregated to power the aha! Index, our market intelligence and analytics tool. This anonymized data reflects collective market patterns and cannot be traced back to individual users. Your personal data is never sold, rented, or shared with third parties for their marketing purposes. You may opt out of having your activity included in anonymized analytics, and you may opt out of AI-driven personalization features, through your account settings. For full details on how we handle your data, see our Privacy Policy.

18. Taxes and Regulatory Reporting

18.1 Tax Collection

aha! uses Stripe Tax to automatically calculate and collect applicable sales tax based on your shipping address and local tax regulations.

18.2 Tax Reporting

aha! may be required to report transaction information to tax authorities and regulatory bodies in accordance with applicable law. By using the Service, you acknowledge that: aha! may collect and report transaction data as required by law, you are responsible for your own tax obligations, aha! may share transaction information with Stripe, tax authorities, or regulatory bodies when legally required, and transaction data may be retained for regulatory compliance purposes.

This reporting may include transaction amounts and dates, buyer and seller information, artwork details and sale prices, and payment method information as required by law.

19. Limitation of Liability

19.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AHA! DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

19.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEDE Holdings LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT, ANY CONDUCT OF THIRD PARTIES ON THE SERVICE, OR ANY ARTWORK PURCHASED THROUGH THE SERVICE.

19.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AHA!'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO AHA! IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

20. Dispute Resolution

20.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

20.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Albany, New York. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

20.3 Class Action Waiver

YOU AND AHA! AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

20.4 Small Claims Exception

Notwithstanding the arbitration provision, either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.

21. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, pandemic, war, terrorism, labor disputes, internet service disruptions, or failures of third-party service providers.

22. Changes to Terms

aha! reserves the right to modify these Terms at any time. Material changes will be communicated via email to registered users or through a prominent notice on the Service at least 14 days before taking effect. Continued use of the Service after the effective date of changes constitutes your acceptance of the modified Terms. If you do not agree with any changes, you must discontinue use of the Service.

23. General Provisions

23.1 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

23.2 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly referenced herein, constitute the entire agreement between you and aha! regarding the Service.

23.3 No Waiver

The failure of aha! to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

23.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without aha!'s prior written consent. aha! may assign these Terms without restriction.

24. Contact Information

For questions about these Terms, please contact:

• Email: legal@arthausauction.com
• General inquiries: hello@arthausauction.com
• Mailing address: TEDE Holdings LLC d/b/a aha! (Art Haus Auction), 418 Broadway, 2nd Floor, Albany, NY 12207

By using aha!, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.