ART3.io Limited (“ART3”)
ARTIST LICENSING AGREEMENT FOR NFT SALE
- ART3.io Limited, a company registered in England with registered company number 8361351 with its registered address at ART3, 34a Watling Street, Radlett, Hertfordshire, England, WD7 7NN (“ART3”).
- The owner of the underlying Artwork/s provided to ART3 for the NFT sale/s, whose name and address has been provided to ART3 prior to concluding this Agreement (“Artist”).
- The Artist is the author and owner of Copyright (defined below) in the underlying artwork, provided to ART3 and uploaded by the Artist prior to concluding this Agreement (“Artwork”). The parties agree that ART3 will create a single one-off non-fungible token or edition of non-fungible tokens as stipulated in the Summary of Terms (together or separately, the “NFT”), from the Artwork, and will offer this for sale on the NFT marketplace platform, OpenSea (“OpenSea”).
- In order to create the NFT, ART3 requires a licence to Copyright. The Artist has agreed to provide ART3 with a non-exclusive licence to use and exploit the Artwork in order to do this, on the terms set out in this Agreement.
THE PARTIES AGREE:
- Definitions and interpretation
- In this Agreement, the following expressions have the following meanings unless inconsistent with the context:
- “Copyright” all copyright and rights in the nature of copyright subsisting in the Artwork, in any part of the world.
- “Force Majeure” any cause preventing ART3 from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of ART3. Examples of Force Majeure events include acts of God, war or national emergency, compliance with any law or governmental order, pandemic or epidemic, denial of service attack, or other malicious software, default or delay by OpenSea, PayPal, MetaMask or any other third party supplier or operator of online platforms or cryptowallets referred to in Clause 2.1).
- “Net NFT Price”: in respect of the NFT sold by ART3, the total amount paid to ART3 by the buyer of the NFT, after deducting:
- fees and/or commissions as set out in their terms of service, as amended from time to time, taken by OpenSea, MetaMask, PayPal, or any other cryptowallet or payment processing service used to facilitate the Initial Sale (as defined in clause 3.1);
- costs of minting the NFT where applicable;
- the costs, if applicable, of print production and fulfilment of the NFT Print Edition (as defined in clause 2.4);
- fluctuations in currency for ETH from the Initial Sale up to and including the date on which payment to the Artist is made;
- sales and excise taxes (including value added tax and duties, (or equivalent sales tax) if any) which ART3 is required to pay in relation to the sale of the NFT;
- currency conversion costs and transaction costs should the Artist require payment in a fiat currency;
“Resale Proceeds”: in respect of any subsequent sale of the NFT by the buyer, after the Initial Sale (defined in clause 3.1), 10% the total amount paid to the ART3 from the subsequent sale of the NFT, after deducting:
- fees and/or commissions as set out in their terms of service, as amended from time to time, taken by OpenSea, MetaMask, PayPal, or any other cryptowallet or payment processing service used to facilitate the Subsequent Sale (as defined in clause 4.1);
- fluctuations in currency for ETH from the Subsequent Sale up to and including the date on which payment to the Artist is made;
- sales and excise taxes (including value added tax and duties, (or equivalent sales tax) if any) which ART3 is required to pay in relation to the sale of the NFT;
- currency conversion costs and transaction costs should the Artist require payment in a fiat currency;
- the costs, if applicable, of print production and fulfilment of subsequent NFT Print Edition, if applicable.
- “Summary of Terms”: a written summary of the terms and conditions of this Agreement provided to the Artist in electronic form by ART3 prior to concluding this Agreement.
- Clause headings shall not affect the interpretation of this Agreement.
- This Agreement is subject at all times to the terms of service of both OpenSea and MetaMask (the crypto wallet used on OpenSea and other cryptowallets used from time to time). The terms of service of OpenSea are available here: https://opensea.io/tos and for MetaMask, here: https://metamask.io/terms.html. The Artist is put on notice of these terms and proceeds with this Agreement on the understanding that ART3 will sell the NFT created from the Artwork on OpenSea, and the Artist acknowledges and accepts the terms of service of both OpenSea and MetaMask on this basis. No act done by ART3 in compliance with either of those terms of service will be considered a breach of this Agreement.
- The Artist grants to ART3 a non-exclusive, worldwide licence under the Copyright to do the following acts for the term of this Agreement, subject to, and in accordance with, the terms of this Agreement:
- copy or reproduce the Artwork in its entirety, or selectively for the purposes of creating the NFT;
- use the Artwork, including without limitation, for the creation of the NFT;
- adapt the Artwork for the creation of the NFT or in advertising or promotional materials featuring the NFT or other NFT collections promoted by ART3;
- exploit the Artwork, including through the creation of works copied, or derived from the Artwork for the creation of the NFT or in advertising or promotional materials featuring the NFT or other NFT collections promoted by ART3;
- reproduce the Artwork in any advertising or promotional material featuring the NFT, or for the sale of the NFT or other NFT collections promoted by ART3;
- issue low resolution copies of the Artwork of no more than 1500 pixels on the long edge at 72 dpi, including to potential buyers of the NFT on OpenSea for the purpose of marketing and offering for sale the NFT.
- The Artist undertakes that it will not copy, reproduce, adapt, use or exploit the Artwork to create an NFT, or allow another third party to do so.
- Before the Initial Sale, the Artist agrees to provide ART3 with a high-resolution image file of the Artwork at a sufficient size and resolution to enable ART3 to create both a print edition of the Artwork, the specifications of which will be 20 inches on the long side including a one inch white border printed at 300 dpi (“NFT Print Edition”), which, if notified to the Artist in writing in the Summary of Terms, will be provided by ART3 to the buyer of the NFT in the Initial Sale, and/or, if notified to the Artist in writing in the Summary of Terms, the Subsequent Sale/s, and a digital file of no more than 4096 pixels on the long edge at 200 dpi, which will be provided to all buyers of the NFT.
- For the avoidance of doubt, the Artist retains ownership of Copyright. The buyer of the NFT will only own the NFT and not the Copyright and nothing in this Agreement should be construed as transferring ownership of the Copyright away from the Artist.
- Sale Royalty
- ART3 undertakes to pay the Artist a royalty equivalent to the share of the Net NFT Price stipulated in the Summary of Terms within 14 working days of the date of first sale (“Initial Sale”) of the NFT (“Sale Royalty”) provided it has received payment from the buyer, or within 14 working days of receipt of payment from the buyer, whichever is the latter or the two.
- Unless the Artist notifies ART3 otherwise in writing before the Initial Sale, ART3 shall make payment of the Sale Royalty in fiat currency to the PayPal address of the Artist provided by the Artist to ART3 prior to concluding this Agreement or as notified to ART3 by the Artist in writing from time to time.
- Resale Royalty
- ART3 undertakes to pay the Artist a royalty equivalent to the share of the Resale Proceeds stipulated in the Summary of Terms within 14 working days of the date of any subsequent sale (“Subsequent Sale”) of the NFT (“Resale Royalty”) provided it has received payment from the buyer, or within 14 working days of receipt of payment from the buyer, whichever is the latter or the two.
- Unless the Artist notifies ART3 otherwise in writing before the Subsequent Sale, ART3 shall make payment of the Resale Royalty in fiat currency to the PayPal address of the Artist provided by the Artist to ART3 prior to concluding this Agreement or as notified to ART3 by the Artist in writing from time to time.
- The Artist warrants that:
- they are the sole legal and beneficial owner of, and owns all the rights and interests in, the Copyright;
- they have not assigned or transferred the Copyright;
- the Artwork is the sole original work of the Artist, a qualifying person, and is a product of their own skill and intellectual creation, which has not been copied wholly or substantially from any other source;
- the Artwork is not subject to any actions, demands, claims, proceedings, challenges or litigation (whether actual, pending or threatened) and the exercise by ART3 of the rights licensed to it under this Agreement will not infringe the intellectual property rights of any third party;
- they have waived any moral rights granted by sections 77 to 89 of the Copyright, Designs and Patents Act 1988 (and any broadly equivalent rights granted anywhere else in the world) that may subsist in any part or all of the Artwork; and
- they have not created, minted, or allowed to be created, another NFT of the Artwork, or which wholly or substantially incorporates the Artwork.
- The Artist agrees to keep the terms of this Agreement confidential.
- The Artist will not be in breach of any obligation to keep any information confidential or not to disclose it to any other person to the extent that the Artist can show from written records that it:
- (except in relation to the terms of this Agreement) was known to the Artist before its receipt from ART3 and is not already subject to any obligation of confidentiality to ART3; or
- has become publicly known without any breach of this Agreement or fault on the part of the Artist; or
- was received by the Artist from a third party in circumstances where the Artist has no reason to believe that there has been a breach of an obligation of confidentiality owed to ART3; or
- is required to be disclosed pursuant to any obligation under applicable law, or applicable order of any court of competent jurisdiction or an obligation to a statutory or governmental body, but then only to the extent of making such required disclosure; or
- is disclosed with the express written consent of ART3.
- The provisions of this clause 6 will remain in force until the expiration or termination of this Agreement.
- Liability and indemnity
- Each of the parties acknowledges that, in entering into this Agreement, it has not relied on any warranty, representation or undertaking except those expressly set out in this Agreement and each party waives any claim for breach of any representation (unless made fraudulently) which is not specifically contained in this Agreement as a warranty.
- ART3 does not give any warranty, representation or undertaking that the NFT created from the Artwork will be sold, or sold for a profit.
- Cryptocurrency is typically a highly volatile, fluctuating and unregulated form of currency. ART3 does not give any warranty, representation or undertaking that either the Sale Royalty, or the Resale Royalty (as applicable), will not fall in value between either the Initial Sale, or the Subsequent Sale (as applicable) and the date of payment, or result in a payment of net zero value due to:
- fluctuations in the cryptocurrency;
- the difference between the value of the type of cryptocurrency in which ART3 receives and makes payment;
- the difference in value between the cryptocurrency in which ART3 receives payment and the conversion value of the fiat currency in which the Artist requires payment, if applicable;
- changes in the governing law or jurisdiction of this Agreement, or the regulatory position regarding cryptocurrency, where either ART3, the Artist or the buyer are based.
- To the extent permitted by law, the liability of ART3 for any breach of this Agreement, for any negligence or liability arising in any other way out of the subject matter of or in connection with this Agreement will not extend to any indirect or consequential damages or losses, or any loss of profits, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the Artist has advised ART3 of the possibility of those losses or if they were within ART3’s contemplation.
- To the extent permitted by law, the aggregate liability of ART3 for all and any breaches of this Agreement, any negligence or liability arising in any other way out of the subject matter of or in connection with this Agreement, will not exceed in total, the ART3’s share of the Sale Royalty as at the Initial Sale, or in the case of a Subsequent Sale, ART3’s share of the Resale Royalty as at the Subsequent Sale.
- Nothing in this Agreement limits or excludes ART3’s liability for death or personal injury caused by its negligence; or any fraud; or any liability that, by law, cannot be limited or excluded.
- The Artist agrees to indemnify ART3 against any third party claims, including any legal costs incurred by ART3 in dealing with such claims, for intellectual property infringement arising from ART3’s exercise of the rights granted to it under the terms of the licence set out at clause 2.2.
- The Artist agrees to indemnify ART3 against claims from the buyer of the NFT, including any legal costs incurred by ART3 in dealing with such claims, which result from the creation of other NFTs based on, or created using the Artwork, or that result from other actions of the Artist which are in breach of the undertaking set out in clause 2.3. For the avoidance of doubt, this indemnity will not apply where the Artwork is in the public domain and NFTs have been minted by third parties without the knowledge or consent of the Artist, and/or which represent an infringement of the Copyright.
- Force Majeure
- ART3 will not be in breach of this Agreement or otherwise liable to the Artist for any failure or delay in performing its obligations under this Agreement, if prevented from doing so by Force Majeure and if so affected will be entitled to a reasonable extension of time for performing its obligations.
- If the Force Majeure in question prevails for a continuous period in excess of 6 months after the date on which the Force Majeure begins, ART3 is then entitled to give notice in writing to terminate this Agreement. This notice to terminate must specify the termination date, which must not be less than 14 days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement will terminate on the termination date set out in the notice. The licence granted to ART3 under clause 2 shall survive termination and will remain in force until the Artwork is no longer protected by copyright and rights in the nature of copyright anywhere in the World.
- Assignment and other dealings
- ART3 may at any time assign, transfer and/or sub-licence any of its rights or obligations under this Agreement to any third party.
- Should the Artist assign or transfer the Copyright to any third party it shall: a) notify ART3 of such transfer and b) procure that this Agreement is brought to the attention of the assignee or transferee and that such assignee or transferee is bound by the terms of the licence granted to ART3 under clause 2 of this Agreement.
- Duration and termination
- This Agreement shall come into force upon the earlier of (a) the execution and delivery hereof by the parties hereto, including but not necessarily limited to, online acceptance by the Artist of the Summary Terms referencing this Agreement on a website page hosted on https://art3.io or by other electronic means and (b) the Initial Sale of the NFT, and shall remain in force until the Artwork is no longer protected by copyright and rights in the nature of copyright anywhere in the World.
- For the avoidance of doubt, ART3 has no obligation to create an NFT from the Artwork. In the event that an NFT of the Artwork is not created within 12 months of the date of this Agreement, the Artist shall provide notice in writing requiring ART3 to do so. If an NFT of the Artwork is not created within 30 days’ of notice having been provided by the Artist, the Artist is entitled to terminate this Agreement on a further 14 days’ notice.
- Further assurance
At its own expense each party shall and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A delay in exercising or failure to exercise a right or remedy under or in connection with this Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
- Third party rights
No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.
- No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or make either party the agent of the other, nor authorise either party to make or enter into any commitments for, or on behalf of the other party.
- Entire Agreement
This Agreement, together with documents referred to in this Agreement, constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior communications, drafts, agreements, representations, warranties, stipulations, undertakings and agreements of whatsoever nature, whether oral or written, between the parties and all implied conditions and warranties are excluded so far as permitted by law. Nothing in this clause 16 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation
- Governing law and jurisdiction
This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with the laws of England. The courts of England will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction, save that nothing will prevent either party from seeking injunctive relief or enforcing a judgment of the English courts in any appropriate jurisdiction.
ART3.io Limited (“ART3”)
GENERAL COMPETITION TERMS & CONDITIONS
- These terms and conditions apply to all competitions featured in any publications and online services that are organised by ART3 Limited (“ART3”) and include “Edition365” and any other competition or exhibition organised by ART3 on behalf of or in association with a third party.
- No Purchase necessary unless stated otherwise in the competition headline terms. By entering a competition entrants accept these terms and conditions together with any specific instructions and terms for such competition which may be mentioned in any electronic messages, or on the website, or communicated to entrants in any other way (“competition information”). Such competition information shall prevail in the event of there being any inconsistency between these competition terms and conditions and any competition information.
- ART3 may cancel or amend any competition, competition information, or these terms and conditions without prior notice. Further additional terms may relate to specific competitions and where they do, they shall be clearly published by ART3. It is up to the entrant to ensure that they review these additional terms and comply with them. Any changes will be posted either within the competition information or these terms and conditions.
- Unless otherwise stated in the competition headline terms the competition is open to residents of all countries. If you choose to take part in this competition and are not a resident of the United Kingdom, you do so at your own risk should you be infringing any laws or regulations in the territory where you reside and you agree to fully indemnify ART3 in the event of any claim whatsoever being brought against it in respect of your entry into the competition. In the event that the competition is only open to UK residents ART3 may ask competition winners for proof of UK residency and if a competition winner is unable to prove their residency to ART3’s satisfaction (i.e. prove that they are physically present in the UK for 183 days or more in the previous or current UK tax year), ART3 reserves the right to select an alternative winner. There is no minimum age limit unless specified otherwise in the competition information. However, entrants under the age of 18 must insert contact details of a parent or guardian when entering. Employees of ART3 and members of their immediate families (including any live-in partner or household member) of any of the following may not enter: Any company involved in the organisation, management, promotion, or administration of the competition or its entry routes or donation of prizes or their agents or subsidiaries;Any company involved in any capacity in the sponsorship of a competition or competition prize.
- Where an entrant requires the details of his/her parent/guardian to be entered onto the entry forms, ART3 may ask for proof of age and in all competitions evidence to verify the identity of that entrant at any time, and may use any channels and methods available to carry out checks of any details provided. Entrants may only enter the competition in their own name.
- The opening and closing dates and times for entries are as indicated in the competition information. Any entries received before the opening and after the closing of the competition will be invalid and will not be entered into the competition.
- By entering the competition entrants warrant that all information submitted by them is true, current, and complete. Entrants also warrant that they have all the necessary consents in relation to their entry and are the copyright owners of any copyright works submitted, e.g. photographs and drawings, and 1854’s use of such works (which you will permit in full or in part) for any purpose whatsoever will be at no charge will not infringe the rights of any third party and will fully indemnify us in the event of any infringement.
- Any limit on the number of entries a person or household may make will be clearly stated in the competition information. Entries received that exceed this limit will be invalid and will not be entered into the competition.
- Entry to the competition may only be made through the applicable method(s) indicated in the competition information. Not all of the following methods of entry may be available for entry to each competition. The following terms and conditions will apply where the method is indicated as being available in the competition information. Where entrants pay an entry fee, they must have the permission of the bill payer before entering; otherwise the entry will be invalid.
(a) Text (“SMS”) entry
Where specified in the competition information as an available method of entry to the competition, SMS entrants are required to send a text to the shortcode or number as indicated in the competition information. Texts received by ART3 will be charged at the standard operator rate, which will vary depending on the entrant’s mobile network provider. When a text message is received from ART3, sent to the same mobile phone from which the answer was sent, acknowledging receipt of the entry (a “Text Acknowledgement”), this will result in the entrant being charged the charge stated in the competition information. Please check with the relevant mobile network provider what standard network charge will apply. In the event that the entrant has insufficient funds, credits or capacity on their handset (as applicable) for the Text Acknowledgement to be successfully sent by ART3 and received by the entrant within 72 hours of the original entry being received by ART3, the relevant entry will be deemed ineligible and will not be accepted.Entries sent by text message which are received after the stated competition closing time will be invalid and will not be entered into the competition. If a text message entry is received by ART3 after the stated competition closing time, the entrant will receive a free text message from ART3 informing them that their entry was received late and was not therefore entered into the competition; however, the entrant will not be entitled to a refund of the standard network charge imposed by the entrant’s mobile network when they entered the competition by text message.SMS entries received after the notified competition closing time will not be valid. ART3 accepts no liability for any SMS entry charges incurred regardless of whether the entry is received before the competition closing time. SMS entrants may opt out of receiving any marketing messages in the confirmation message (please see rule 29 of these terms and conditions).
(b) Web entry
Where specified in the competition information as an available method of entry to the competition, web entrants are required to follow the instructions on the website as indicated in the competition information. Entrants may, depending on the competition, receive a message to the email address supplied when entering confirming entry to the competition. Web entrants may be required to supply their name, and/or email address and/or a contact telephone number and/or any other details. In the event that entrants are required to pay to enter online, entrants will need to use the relevant payment service indicated in the competition information, and may need to open an account and register to pay for online entry to the competition. Online entry costs will be as indicated in the competition information. Entrants must read and accept the terms and conditions relating to the online entry pay service before proceeding with such a web entry.
(c) Email entry
Where specified as an available method of entry to the competition, e-mail entrants may enter the competition by sending an e-mail with the information indicated in the competition information and at the email address indicated. There is no charge for email entries. Entrants may receive a message confirming their entry to the competition.
(d) Mobile Internet entry
Where available, entrants may enter the competition by Mobile Internet. Eligible entrants are required to click on the link to the competition on the relevant Mobile Internet webpage and follow instructions to provide the required information to enter the competition. Entries without all the required information will be invalid and may still be charged. Entrants may be charged for entering a competition via Mobile Internet together with any applicable network charges. Some mobile network operators will include the charge where made on the entrant’s telephone bill; others will send a Text Acknowledgement which will result in the entrant being charged. The amount of this charge where such charge is made will be notified to the entrant in the main competition entry form. Mobile network operators may also charge their customers for using the Mobile Internet/browsing tools. Entrants should contact their network operator for more details as these charges may vary depending on the entrant’s mobile network operator and tariff.
(e) Entry via Social Network Sites
Where specified as an available method of entry to the competition, Social Network Site entrants may enter the competition by responding with the information indicated in the competition details by posting their answer within their comment. There is no charge for such entries unless mobile internet is used where you may be charged.
- Neither ART3 nor its servants, agents, nor any other party or organisation involved in the management, promotion, or administration of the competition or its entry routes or donation of prizes or their agents or subsidiaries involved in the competition will accept responsibility or liability for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, alteration of, or unauthorised access to entries, or entries lost or delayed whether or not arising during operation or transmission as a result of network availability, server functions (including but not limited to security functions by software used by ART3 or any third party), virus, malware, trojans, bugs, or other causes outside its control.
- Entries submitted through agents or third parties or in bulk (i.e. more entries than a human being could submit in the time available without the use of software or other devices designed to make automated entries or, in the case of postal entries, more than one entry submitted under the same postage stamp) will not be accepted. Entrants may enter as many times as they like unless otherwise indicated in the competition information but no more than one prize per person per competition will be awarded.
- Any entries which are incomplete, incorrect, inaudible, incomprehensible, or not received by ART3 will be void.
- In the event of any fault, mistake, misunderstanding or dispute concerning the correctness or acceptability of the entry or any answers given by entrants (if applicable), or the operation of any part of the competition (in the case of postal entries, a postal strike for example), network or phone system, the decision of ART3 shall be final and no correspondence will be entered into.
- ART3 will not be liable to reimburse expenses incurred in making an entry in any competition. Where ART3 decides inits sole discretion that an entrant is eligible for a refund, eligibility for refunds will be notified to relevant entrants. ART3 reserves the right to refuse to refund any messages where it suspects dishonest or fraudulent conduct on the sender’s part or where the entrant has not complied with the rules of the competition.
- The prize is as specified in the competition information and no alternative will be offered.
- Where the winner is requested to speak for the purposes of a film or video production they must make themselves available as required for the production in question.
- The process for determining the winner of the prize is as indicated in the competition information. Where the winner is randomly selected from all correct and valid entries, the draw for the winner will take place within 7 days or such other timeframe as may be stated in the competition headline terms of the date on which the competition closes.
- Prize draw prizes will be awarded in accordance with the laws of chance and, if required by law or regulation, under the supervision of an independent observer. Any competition requiring a subjective assessment in the selection of winning entries will be judged by ART3 or as indicated in the competition information and, if required by law or regulation, an independent judge or a panel including one member who is independent of the competition’s promoters and intermediaries.
- Should more prizes be claimed than are available for any reason, a simple prize draw will take place for the available prize(s).
- ART3 will attempt to notify the winner within 21 days after the closing date, or as otherwise indicated in the competition information,and where time is of the essence for such a period as ART3 shall in its absolute discretion deem reasonable. He/she will be contacted on the phone number, by SMS text, or email address provided when entering the competition. The winner will have a specified fixed time period in which to claim his or her prize. If ART3 is unable to notify the winner, or if the winner fails to respond within the fixed time period as specified and/or provide an address for delivery of the prize, this may result in forfeiture of the prize and ART3 reserves the right to select an alternative winner in accordance with these terms and conditions and the competition information.
- Any entrant who enters or attempts to enter the Competition in a manner, which in ART3’s determination is contrary to these terms and conditions or by its nature is unfair to other entrants may be removed from the Competition at ART3’s sole discretion.
- ART3 reserves the right to modify, cancel, terminate or suspend the Competition in whole or in part, at its sole discretion, if it believes the Competition is not capable of being conducted as specified in these terms and conditions or in the event of a virus, computer bug or unauthorised human intervention or any other cause that is beyond the reasonable control of ART3 that could corrupt or affect the administration, security, impartiality, or normal course of the Competition.
- ART3 reserves the right in its sole discretion to withhold delivery of the prize until such proof of eligibility and identity has been confirmed or if such proof is not produced on request or to disqualify the entrant from the competition.
- ART3 shall try to deliver the prize to the winner within 28 days from the date of the draw, unless otherwise specified to the winner. Delivery restrictions may apply. No cash equivalent (where applicable) or alternative prize will be given and the prize is non-transferable and non-exchangeable. However, ART3 reserves the right to change the prize due to circumstances beyond its control or to offer an alternative of similar value.
- At all times ownership of copyright to any images entered into any ART3 competitions remain the property of the entrants. In relation to all competitions,entrants (and, if applicable, their collaborators) grant to ART3 a non-exclusive perpetual, worldwide royalty free license to use and publish their entry in whole or in part in any media form whatsoever, for the sole purposes of editorial coverage and promotion of the same competition into which the images were entered. To clarify, ART3 will not use the images for any purposes other than in direct relation to the competition entered into, and make no claim to the copyright of the images.
Data Protection and Publicity
- Entrants (and, if applicable, their collaborators) agree to the use of their names, locations, images, and their entries in whole or in part for the sole purpose of editorial coverage and future promotional, marketing and publicity purposes of the current or future seasons of the same competition entered into, in any media worldwide without notice or without any fee being paid. The winners may be required to participate in reasonable publicity and agree to the use and publication of their full names and images for promotional and marketing purposes for the current and future seasons of the competition. To clarify, entrants accept that images may be published in media not owned or controlled by ART3 as a result of publicity for or editorial about the competition. ART3 will not use the images or grant use of the images for any purposes other than in direct relation to the competition entered into, and make no claim to the copyright of the images.
- Information, data and the caller line identity (“personal data”) which is provided by entrants when they enter will be held and used by ART3 and their suppliers and contractors in order to administer the competition. If entrants call from a withheld caller line identity and do not provide their caller line identity when entering the competition, ART3 may use the withheld caller line identity for customer care purposes such as refunds or communications relating to a service e.g. to notify a winner. Entrants’ personal data may also be passed to their mobile phone network or to relevant regulatory bodies including PhonePayPlus, the police or other authorities in the course of the investigation of any complaints or suspected unlawful activity or where requested bythe phone provider in connection with the billing arrangements for the competition. Aggregate, non personal data may also be used for the purpose of undertaking market research or in facilitating reviews,developments and improvements to relevant services.
- Nothing in these terms and conditions shall exclude or limit ART3’s liability for death or personal injury caused by their staff or supplier’s negligence or for fraud. Subject to this, ART3 accepts no responsibility whatsoever for any damage, loss, injury or disappointment suffered by any entrant entering the competition or as a result of accepting any prize or entering the competition. ART3 is not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers, or providers, computer equipment, software failure of any email or entry to be received on account of technical problems or traffic congestion on the Internet, telephone lines or at any web site, or any combination thereof, including any injury or damage to entrant’s or any other person’s computer, data or mobile telephone related to or resulting from participation or downloading any materials in the competition.
- ART3 cannot promise that the services relating to the competition will be free from errors or omissions nor that they will be available uninterrupted and in a fully operating condition. These services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond the control of ART3. ART3 will not be liable in the event that all or any part of the service relating to the competition is discontinued, modified or changed in any way.
- In the event that any entrant does not, or is unable to, comply with and meet these terms and conditions and the competition information, ART3 shall be entitled at its sole discretion to disqualify such entrant, without any further liability to such entrant. In these circumstances, any prize(s) won by the entrant may be forfeited and ART3 reserves the right to reclaim any prize(s) already distributed to the entrant. Any entrant must comply with any directions given to him or her by ART3 including but not limited to any and all relevant laws, rules and applicable regulatory codes.
- The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms and Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
- Please note that calls may be recorded to ensure that competition entries are captured, for staff training and quality control purposes.35. The promoter of the competition is ART3 Limited.
36.A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- No waiver by ART3 (whether express or implied) in enforcing any of its rights under this Agreement shall prejudice its rights to do so in the future.
- These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
- These terms and conditions were last updated on 25th January 2022
ART3.io Limited (“ART3”)
Terms and Conditions
ART3 is the sole and exclusive owner of the rights in ART3 and Edition365 and is entering into this collaboration agreement with COLLABORATOR on the terms set out in this Agreement.
1.1 The definitions and rules of interpretation set out in this clause apply in this agreement:
ART3: ART3.io Limited , incorporated and registered in England and Wales with
company number 13812805 whose registered office is at 34a Watling Street, Radlett, Hertfordshire, England, WD7 7NN ( “ART3” )
ART3 Trade Marks: the trademark registrations and applications identified by ART3 to
COLLABORATOR on the Commencement Date and any further trademarks which ART3
may, by express notice in writing, permit or procure permission for COLLABORATOR to
use in respect of the Products.
Commencement Date: The commencement date set out in the Email.
COLLABORATOR: the Company whose details are set out in the Email.
COLLABORATOR Trade Marks: the trademark registrations and applications identified by
COLLABORATOR to ART3 on the Commencement Date and any further trademarks which
COLLABORATOR may, by express notice in writing, permit or procure permission for
ART3 to use in respect of the Products.
Email: The email sent to the COLLABORATOR by ART3 which contains the schedules to
this Agreement and such other relevant terms which form part of this Agreement
Initial Term: Such period as referred to in the email from the Commencement Date.
1.2 The Schedules set out in the Email form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes
the Schedules and Email. In the event of any conflict between the Schedules, their
appendices, the Email or this Agreement, the terms set out in this Agreement or ART3’s
standard terms and conditions of sale shall prevail.
1.3 References to clauses and Schedules are to the clauses and Schedules of this Agreement. If this Agreement, Schedule or Email is silent on any point, ART3’s standard terms and conditions of sale relating to such point not covered shall apply.
- COLLABORATOR’S UNDERTAKINGS
2.1 COLLABORATOR agrees that it will during the Initial Term provide the services and carry out the actions as set out in the Email.
- ART3’S UNDERTAKINGS
3.1 ART3 will during the Initial Term provide the services and carry out the actions as set out in Email.
- ART3 AND COLLABORATOR TRADE MARKS
4.1 This clause 4 shall apply mutatis mutandis save that clause 4.5 shall be amended to allow ART3 to for the purposes of fulfilling its collaboration agreement with COLLABORATOR to sub-licence and deal with the COLLABORATOR Trade Marks
4.2 ART3 hereby grants to COLLABORATOR the nonexclusive right to use the ART3 Trade
Marks during the Initial Term for the purpose of performing its obligations in this
4.3 All representations of the ART3 Trade Marks that COLLABORATOR intends to use shall be submitted to ART3 for approval before use.
4.4 ART3 makes no representation or warranty about the validity or enforceability of the
ART3 Trade Marks, nor as to whether they infringe any intellectual property rights of
4.5 COLLABORATOR shall not sub-license, transfer or otherwise deal with the rights of use of the ART3 Trade Marks granted under this agreement.
4.6 COLLABORATOR shall not do, or omit to do, anything in its use of the ART3 Trade Marks that could adversely affect their validity.
4.7 COLLABORATOR shall promptly give notice in writing to ART3 if it becomes aware of any infringement or suspected infringement of the ART3 Trade Marks.
- DURATION AND TERMINATION
5.1 This agreement shall come into effect on the Commencement Date and shall continue in force for the Initial Term and indefinitely after that until terminated by either party
giving not less than such period as set out in the Email prior notice in writing to expire on
or after the date the Initial Term expires.
5.2 Without limiting any other rights or remedies to which it may be entitled, either party
may give notice in writing to the other terminating this agreement immediately if:
(a) the other party fails to pay any undisputed amount due under this agreement
on the due date for payment and remains in default for more than 28 days;
(b) the other party commits a material breach (to include but not be limited to
insolvency) of any material term of this agreement and (if that breach is
remediable) fails to remedy that breach within 28 days of that party being
required in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in a
manner as to reasonably justify the opinion that its conduct is inconsistent with
it having the intention or ability to give effect to the terms of this agreement;
5.3 Termination of this agreement for any reason shall not affect any rights or liabilities
accrued at the date of termination.
5.4 All other rights and licences under this agreement shall terminate on the termination
- LIABILITY AND INSURANCE
6.1 Subject to COLLABORATOR fulfilling all the conditions in this clause 6 and the limits set out in clause 6.2, ART3 shall fully indemnify COLLABORATOR against any liability that
COLLABORATOR incurs in respect of death or personal injury or infringement of any
intellectual property rights which arises from any use, of the ART3 Trade Marks, and any
reasonable costs, claims, demands and expenses arising out of or in connection with that
liability, except where that the liability arises as a result of the action or omission of
COLLABORATOR. COLLABORATOR shall fully indemnify ART3 in respect of any claims
brought against ART3 in relation to this Agreement.
6.2 During the term of this Agreement, the parties shall maintain product liability insurance with a reputable insurer of not less than £100,000 for any one occurrence and not less than £1,000,000 in total in any one year for any and all liability (however arising) for a claim that products are faulty or defective.
- PRICES AND PAYMENT
7.1 The parties may agree in writing to contra goods and services provided to each other and such contras shall be fully detailed within 30 days of the provision of any good or
services and this shall be sufficient consideration for the services provided under this Agreement.
8.1 Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or suppliers
of the other party or of any member of the group of companies to which the other party
belongs, except as provided by clause 8.2.
8.2 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
8.3 The provisions of this clause shall continue to apply after termination of this agreement.
- ENTIRE AGREEMENT
9.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
9.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
9.3 Nothing in this agreement shall limit or exclude any liability for fraud.
No amendment or variation of this agreement shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
- ASSIGNMENT AND OTHER DEALINGS PROHIBITED
This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of
its rights and obligations under this agreement, or purport to do any of the same, without the prior written consent of the other party (this consent not to be unreasonably withheld or delayed).
Any notice required to be given pursuant to this agreement shall be in writing and shall
be delivered personally, or by commercial courier, or by prepaid post (by airmail post if
to an address outside the country of posting) to the relevant party at the address set out
in this agreement or any other address as either party notifies to the other from time to
- THIRD-PARTY RIGHTS
No person other than a party to this agreement shall have any rights to enforce any term
of this agreement.
- NO PARTNERSHIP OR AGENCY
Except as expressly provided, nothing in this agreement is intended to, or shall be
deemed to, establish any partnership or joint venture between the parties, constitute
either party the agent of the other, nor authorise a party to make or enter into any
commitments for or on behalf of the other party.
- GOVERNING LAW AND JURISDICTION
15.1 This agreement and any dispute or claim arising out of or in connection with it, its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of England and Wales and the
parties irrevocably agree that the courts of England shall have exclusive jurisdiction.
ART3.io Limited (“ART3”)
TERMS OF COPYRIGHT AND LICENSING
Please read through these terms & conditions (“the Terms”) carefully.
The Terms will apply in respect of all websites or other electronic content applications (“Sites”) owned or operated by ART3 Limited a company incorporated in England and Wales with a registered office at at 34a Watling Street, Radlett, Hertfordshire, England, WD7 7NN or its wholly owned subsidiaries unless specified to the contrary on the relevant Site.
By accessing any Site or by otherwise accessing any content, software, products or services available through the Sites (“the Content”), you are deemed to have entered into an agreement with ART3 and have agreed to be bound by the Terms set out below. The content of the Sites is owned or licensed by ART3.
1 Intellectual Property Protection
The term “Intellectual Property Rights” means, patents, rights to inventions, copyright and related rights, moral rights, logos, trade marks and service marks, business names and domain names, rights in get-up and content, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights and data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Intellectual Property Rights in the Content and design of the Sites and any material emailed to you or otherwise supplied to you in conjunction with our online products are the property of ART3. You may not use or reproduce any ART3 Intellectual Property, including any trademarks, registered or unregistered, (such as the Edition365 of ART3 name and logo or other trade names appearing on the Sites) for any reason without written permission from ART3 Limited and where permission is given, it may be revoked at any time without cause and incurring no liability.
The software, which operates the Sites, is proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.
2 Use of ART3 Content
You may retrieve and display ART3 Content on a computer screen or mobile telephone or other electronic device, print individual pages on paper (but not photocopy them) and store such pages in electronic form for your personal, non-commercial use. If you do download material from the site all copyright and other notices must be kept intact.
Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Content of the Sites. In particular, you may not do any of the following without prior written permission. No parts of any ART3 publication or Sites may be reproduced, stored in or introduced into any retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the copyright owners. You may not reverse engineer, modify, decompile, disassemble or translate the content (whether for the purpose of error correction or otherwise). You may not display the content on a public bulletin board, ftp site, website, social media site, chat room or by any other unauthorized means. Written materials provided in printed or electronic form may not be modified, adapted, translated, or used to create derivative works without the prior written consent of ART3.
Any use of ART3 Content not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent email@example.com and may be subject to a fee.
3 Licence Fee, Payment, and Transactions
Access to certain ART3 Content may be subject to a fee or subscription. All payments (including applicable taxes) must be made in advance in a currency specified by ART3. You are responsible for the payment of all charges associated with the use of the Sites using your Username, Password or ID.
There may be from time to time opportunities to use the Sites to purchase products or services from third party suppliers. In that event, your contract for such products will be with the third party provider and not with ART3.
All refunds that relate to ART3 products or services are at the discretion of ART3. Any product-specific offers, conditions or terms are stated at the point of purchase for that product.
4 Terms and Termination
ART3 may, at its discretion, terminate or suspend individual or group access to all or part of the Sites (including any right to access and use ART3 Content) with or without cause. We endeavour to notify you however we are under no obligation to do so. The rights of termination are in addition to all other rights or remedies of ART3 provided in these Terms or by law.
We do not guarantee that our Site, or any Content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Site without notice. We will not be liable to you if for any reason our Site is unavailable at any time or for any period.
5 Changes to the Site
ART3 reserves the right, in its discretion, to suspend, change, modify, add or remove portions of ART3 Content available on the Sites at any time and to restrict the use and accessibility of the Sites.
6 Registration, Passwords and Responsibilities
Some parts of the Sites require registration. You are solely responsible and liable for the confidentiality and use of and access to the ART3 Content and Sites using your username, password or ID. You agree to immediately notify ART3 if you become aware of any loss or theft of any username, password or ID or any unauthorised use of a username, password, ID, or any other login details. ART3 reserves the right to monitor and record activity on the Sites, including access to ART3 Content.
8 No Warranty, Disclaimer of Liability and Indemnity
While every effort has been made to ensure the high quality and accuracy of the Sites, ART3 makes no warranty, express or implied concerning the Content of the Sites, which is provided “as is”. ART3 expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of satisfactory quality. The Content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content on our Site. In no event will ART3, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Content, even if ART3 has been advised of the possibility that such damages may arise.
ART3 does not guarantee the accuracy or timeliness of the Content appearing on the Sites, or that the Sites or related systems are free from viruses or other contaminating or destructive properties. In the event that ART3 incurs any liability whatsoever, the aggregate liability shall not exceed the amount that you originally paid for the service. Except in respect of death, personal injury or fraudulent misrepresentation, the Terms together with any order form and payment method instructions set forth the entire agreement and understanding of the parties relating to the subject matter herein. Any prior written or verbal agreements are superseded by the Terms.
9 Force Majeure
ART3, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of ART3 Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorised access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labour problems, wars, or governmental restrictions.
10 Links To Third Party Websites
The Sites may contain links and pointers to Internet sites maintained by third parties. ART3 does not operate or control in any respect any information, products or services on such third party sites. Links are provided solely for your convenience, and do not constitute any endorsement by ART3 and/or its suppliers. You assume sole responsibility for use of third party links and pointers.
ART3 may, at its discretion, change these Terms (including those relating to your use of the Sites and/or the ART3 Content) and you agree to be bound by such changes. It is your responsibility to check the Terms on a regular basis for any changes.. If at any time you, or your organisation, have a complaint or comment to make about the Content featured within the Sites they should contact the editor for that particular product whose details can be found on the product pages in question.
Parts of the Sites may contain advertising or other third party content. Advertisers and other content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. ART3 is not responsible for any third party content or error, omission or inaccuracy in any advertising material.
If any provision of the Terms is held to be invalid by a court of competent jurisdiction, ART3 shall amend the invalid provision in such reasonable manner as achieves the intention of the parties without illegality, or at ART3’s discretion such provision may be severed from this agreement and the remaining provisions shall nevertheless remain in full force and effect.
12 Governing Law and Jurisdiction
These Terms shall be governed by, and construed in accordance with, English law. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts.
14 Linking to our sites
You may link to our home pages and sub domains, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to make any use of content on our site other than that set out above, please contact firstname.lastname@example.org