SPONSORED LISTINGS ADDENDUM
to the Saatchi Art Terms of Service
Effective Date: March 18, 2026
This Sponsored Listings Addendum (this “Addendum”) supplements and is incorporated into the Saatchi Art Terms of Service (the “Terms of Service”), available at www.saatchiart.com/terms, between Saatchi Online, Inc. (“Saatchi Art,” “we,” “us,” or “our”) and the Member accepting this Addendum (“Advertiser,” “you,” or “your”). By enrolling in the Sponsored Listings program, you acknowledge that you have read, understand, and agree to be bound by this Addendum.
This Addendum governs your participation in the Saatchi Art Sponsored Listings program. Your use of the Services generally, including your activities as a seller of Original Works of Art and Digital Works, continues to be governed by the Terms of Service. In the event of a conflict between this Addendum and the Terms of Service with respect to Sponsored Listings, this Addendum shall prevail.
1. Definitions
Capitalized terms used but not defined in this Addendum have the meanings given to them in the Terms of Service. The following additional definitions apply to this Addendum:
“Ad Platform” means the third-party advertising management platform (currently operated by Constructor) through which Advertisers create and manage Campaigns.
“Advertiser” means a Member who has enrolled in the Sponsored Listings program and accepted this Addendum.
“Campaign” means a set of Sponsored Listings created and managed by an Advertiser through the Ad Platform, with defined parameters including budget, duration, and targeting criteria.
“Sponsored Listing” means a paid placement of an Original Work of Art listing or Digital Work listing that receives preferential positioning in search results, browse pages, or other designated areas of the Services. For the avoidance of doubt, a Sponsored Listing is a paid advertisement and does not constitute an editorial recommendation or endorsement by Saatchi Art.
“Sponsored Listing Fees” means the fees payable by an Advertiser to Saatchi Art in connection with Campaigns, as calculated in accordance with the fee schedule referenced in Section 5.2 of this Addendum.
2. Eligibility and Enrollment
2.1 To be eligible to participate in the Sponsored Listings program, you must: (a) be a Member in good standing with an active Account; (b) have at least one active listing for an Original Work of Art or Digital Work on the Services; (c) meet the geographic eligibility requirements then in effect (initially, the program is available to US-based artists only); and (d) satisfy any additional eligibility criteria established by Saatchi Art from time to time.
2.2 Participation in the Sponsored Listings program requires your affirmative acceptance of this Addendum. Acceptance of the Terms of Service alone does not constitute enrollment in the Sponsored Listings program.
2.3 To create and manage Campaigns, you must create and maintain an account with the Ad Platform provider and agree to the Ad Platform provider’s terms of service. Saatchi Art is not a party to, and assumes no liability under, the Ad Platform provider’s terms of service.
2.5 Saatchi Art reserves the right to approve, reject, suspend, or revoke your participation in the Sponsored Listings program at any time, with or without cause, in its sole discretion.
3. Campaign Creation and Management
3.1 Campaigns are created and managed by the Advertiser through the Ad Platform on a self-service basis. Saatchi Art provides access to the Sponsored Listings program but does not create, manage, or optimize Campaigns on behalf of Advertisers.
3.2 Saatchi Art retains sole discretion over the placement, positioning, targeting algorithms, display frequency, and overall user experience of Sponsored Listings on the Services. Saatchi Art may modify any of the foregoing at any time without prior notice to the Advertiser.
3.3 Saatchi Art may reject, suspend, or remove any Sponsored Listing at any time, for any reason or no reason, without liability to the Advertiser. Without limiting the generality of the foregoing, Saatchi Art may reject or remove Sponsored Listings that, in Saatchi Art’s sole judgment, violate this Addendum, the Terms of Service, applicable law, or Saatchi Art’s content guidelines.
3.4 Saatchi Art makes no guarantees regarding impressions, click-through rates, conversions, sales, or any other performance metrics resulting from any Campaign. Sponsored Listings are made available on an “as available” basis and Saatchi Art does not guarantee any minimum level of visibility or engagement.
4. Sponsored Listing Content Standards
4.1 Accuracy. All information contained in a Sponsored Listing must be accurate, complete, and not misleading. The content of each Sponsored Listing must be consistent with the underlying product listing on the Services for the applicable Original Work of Art or Digital Work. A Sponsored Listing may not contain claims, descriptions, or representations that differ from or exceed those in the standard listing.
4.2 Art-Specific Representations and Warranties. You represent and warrant that all information in each Sponsored Listing regarding the medium, materials, dimensions, edition size (if applicable), provenance, authenticity, and condition of the work is accurate and complete, and complies with all applicable art disclosure and consumer protection laws and any other applicable state or federal statutes governing the sale, marketing, or advertising of fine art, prints, multiples, or sculptures.
4.3 Prohibited Content. Sponsored Listings are subject to the General Prohibitions set forth in the Terms of Service. In addition, Sponsored Listings may not contain: (a) false or misleading claims of affiliation with galleries, museums, institutions, or other artists; (b) misleading pricing, discount, or promotional information; (c) claims of awards, honors, or accolades that are inaccurate or cannot be substantiated; or (d) any other content that Saatchi Art determines, in its sole discretion, is detrimental to the user experience, marketplace integrity, or the reputation of the Services.
4.4 Intellectual Property. You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to use all content included in your Sponsored Listings, including images, text, and any trademarks or copyrighted material. This representation and warranty is in addition to, and does not limit, the intellectual property representations and warranties made by you under the Seller Terms and Conditions of the Terms of Service.
5. Fees, Invoicing, and Payment
5.1 Fee Schedule
Sponsored Listing Fees are calculated on a cost-per-click (“CPC”), per-page basis. Sponsored Listing Fees are dynamic, vary per page, and change based on market demand and web traffic. All Sponsored Listing Fees are stated in US dollars and are exclusive of applicable Taxes, as defined in and consistent with the Taxes provision of the Terms of Service.
5.2 Invoicing and Payment
(a) Following the conclusion of each calendar month, Saatchi Art will issue an invoice to the Advertiser via Stripe (or such other payment processing service as Saatchi Art may designate) reflecting the Sponsored Listing Fees accrued during that period. Saatchi Art reserves the right to modify its billing cycle upon thirty (30) days' written notice to the Advertiser.
(b) Payment is due within fourteen (14) days of the date of each invoice (the “Payment Due Date”). The Advertiser must maintain a valid payment method on file with the designated payment processor at all times during its participation in the Sponsored Listings program.
(c) If Saatchi Art does not receive payment by the Payment Due Date, Saatchi Art may, in its sole discretion, take any or all of the following actions:
(i) suspend or terminate the Advertiser’s access to the Sponsored Listings program;
(ii) deactivate all of the Advertiser’s active Campaigns;
(iii) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum rate permitted by applicable law), accruing from the Payment Due Date until paid in full; and
(iv) deduct the outstanding amount, including any accrued interest, from any Artist Revenue Share balance then held in the Advertiser’s Account.
The Advertiser acknowledges and agrees that the right of setoff described in clause (iv) above applies notwithstanding that the Artist Revenue Share arises under a separate commercial relationship (the sale of Original Works of Art and/or Printed Works). By accepting this Addendum, the Advertiser expressly consents to such setoff.
5.3 Invoice Disputes
If the Advertiser disputes any invoiced amount, the Advertiser must notify Saatchi Art in writing within seven (7) days of the invoice date, specifying in reasonable detail the disputed amount and the basis for the dispute. The Advertiser must pay all undisputed amounts by the applicable Payment Due Date. If the parties are unable to resolve the dispute within thirty (30) days following Saatchi Art’s receipt of the Advertiser’s written notice, the dispute will be subject to the dispute resolution provisions set forth in the Terms of Service.
6. Indemnification
6.1 The Advertiser agrees to defend, indemnify, and hold harmless Saatchi Art, its parent, subsidiaries, and affiliates, and each of their respective officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to:
(a) the content of the Advertiser’s Sponsored Listings, including any claims of misrepresentation, false advertising, or violation of art disclosure or consumer protection laws;
(b) any breach of the Advertiser’s representations, warranties, or obligations under this Addendum;
(c) any violation of applicable law by the Advertiser in connection with the Sponsored Listings program; and
(d) any dispute between the Advertiser and a purchaser or other third party arising from or related to a Sponsored Listing.
6.2 This indemnification obligation is in addition to, and does not limit or supersede, the general indemnification obligation set forth in the Terms of Service.
7. Limitation of Liability
7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAATCHI ART’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS ADDENDUM SHALL NOT EXCEED THE TOTAL SPONSORED LISTING FEES ACTUALLY PAID BY THE ADVERTISER TO SAATCHI ART DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM ARISES.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS ADDENDUM, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 The limitations of liability set forth in this Section 7 apply in lieu of the limitation of liability provisions in the Terms of Service with respect to any claims arising under or relating to this Addendum. The limitations of damages set forth in this Section 7 are fundamental elements of the basis of the bargain between Saatchi Art and the Advertiser.
8. Term, Suspension, and Termination
8.1 Term. This Addendum is effective as of the date the Advertiser accepts it and shall remain in effect until terminated by either party in accordance with this Section 8.
8.2 Termination by Advertiser. The Advertiser may terminate this Addendum at any time by deactivating all active Campaigns through the Ad Platform and providing written notice to Saatchi Art at payments@saatchiart.com. Termination by the Advertiser does not relieve the Advertiser of the obligation to pay any Sponsored Listing Fees accrued prior to the effective date of termination.
8.3 Termination by Saatchi Art. Saatchi Art may suspend or terminate the Advertiser’s participation in the Sponsored Listings program at any time, with or without cause, upon notice to the Advertiser. In the event of termination for the Advertiser’s breach of this Addendum or the Terms of Service, all outstanding Sponsored Listing Fees shall become immediately due and payable.
8.4 Effect on Terms of Service. Termination of this Addendum does not affect the Advertiser’s status as a Member or the continued applicability of the Terms of Service to the Advertiser’s other use of the Services, including the listing and sale of Original Works of Art and Digital Works.
8.5 Survival. The following provisions shall survive any termination or expiration of this Addendum: Section 4 (Content Standards, with respect to Sponsored Listings displayed prior to termination), Section 5 (Fees, Invoicing, and Payment, with respect to amounts accrued prior to termination), Section 6 (Indemnification), Section 7 (Limitation of Liability), this Section 8.5, and Section 10 (General Provisions).
9. Third-Party Ad Platform
9.1 The Advertiser acknowledges that the Sponsored Listings program operates through the Ad Platform, which is provided and maintained by a third-party service provider (currently Constructor). The Advertiser’s use of the Ad Platform is governed by the Ad Platform provider’s own terms of service, which the Advertiser must accept independently of this Addendum.
9.2 Saatchi Art is not responsible for the availability, performance, functionality, or security of the Ad Platform. Saatchi Art makes no representations or warranties of any kind, whether express, implied, or statutory, regarding the Ad Platform.
9.3 In the event of a conflict between this Addendum and the Ad Platform provider’s terms of service, this Addendum shall govern the relationship between the Advertiser and Saatchi Art. The Ad Platform provider’s terms govern the relationship between the Advertiser and the Ad Platform provider only.
10. General Provisions
10.1 Governing Law and Dispute Resolution. This Addendum shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any disputes arising under or in connection with this Addendum shall be resolved in accordance with the dispute resolution provisions (including the Agreement to Arbitrate and Class Action Waiver) set forth in the Terms of Service, which are incorporated herein by reference.
10.2 Amendments. Saatchi Art may amend this Addendum at any time upon thirty (30) days’ prior notice to the Advertiser, which notice may be provided by email, through the Ad Platform, or by posting the amended Addendum on the Services. The Advertiser’s continued use of Sponsored Listings after the expiration of the notice period shall constitute the Advertiser’s acceptance of the amended Addendum. If the Advertiser does not agree to the amended terms, the Advertiser must terminate its participation in accordance with Section 8.2 prior to the effective date of the amendment.
10.3 Entire Agreement. This Addendum, together with the Terms of Service, the Privacy Policy (available at www.saatchiart.com/privacy), and the Ad Platform provider’s terms of service (as between the Advertiser and the Ad Platform provider), constitutes the entire agreement between the Advertiser and Saatchi Art with respect to the Sponsored Listings program and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter hereof.
10.4 Severability. If any provision of this Addendum is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from this Addendum, and the remaining provisions shall continue in full force and effect.
10.5 Waiver. The failure of Saatchi Art to enforce any right or provision of this Addendum shall not constitute a waiver of such right or provision. Any waiver of any provision of this Addendum shall be effective only if in writing and signed by a duly authorized representative of Saatchi Art.
10.6 Notices. Any notices required or permitted under this Addendum shall be delivered in accordance with the Notices provision of the Terms of Service. Notices from the Advertiser relating to invoice disputes under Section 5.4 must be sent to legal@saatchiart.com.
———
BY PARTICIPATING IN THE SPONSORED LISTINGS PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS ADDENDUM. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS ADDENDUM AND TO BIND YOURSELF (OR THE ENTITY YOU REPRESENT) TO ITS TERMS.