Introduction

This is a legal document which sets out your rights and obligations, and those of Sedition ('we' or 'us'), in relation to www.seditionart.com (the 'Site'), any Sedition application that you access (the 'App') and any other services offered by us through the Site and/or the App. References to 'Sedition' in these Conditions are to us, the Site, the App and/or the services available through the Site or the App, according to the context.

You must take the time to read and understand these Conditions before using the Site or any other services offered through the Site or App. By registering on the Site, you accept that you are entering into a contract with us under these Conditions. People who register for Sedition establish an 'Account', and become 'Members'. Visitors to Sedition who do not become Members ('Visitors'), but who nevertheless use the Site and/or download the App, affirm that they are bound by these Conditions each time they access Sedition. You should be aware that these Conditions may change from time to time in accordance with Clause 21 “Changes to these Conditions” below.

1. The Essentials of Sedition

Sedition provides a way to buy, gift to others, collect and trade art in a digital format.

We license digital artworks ('Artworks') from artists ('Artists'), and in Sedition provide a venue where:

Visitors:

• may search and view those Artworks (with watermarks);
• can obtain access to Artist profiles and 'public' exhibitions;
• may use any other facilities that we generally make available to Visitors.

Members can in addition:

• receive personalised recommendations of Artworks from us;
• connect with, and/or receive news from, Artists;
• create and view playlists of Artworks;
• use any other facilities that we generally offer to Sedition Members; and
• use the Apps to view Editions.

Members may purchase digital editions of Artworks ('Editions'), under the Clause 15 of these Terms and Conditions Conditions of Purchase ,

Once all of the Edition of an Artwork has sold out, or the Artist withdraws the Artwork from sale through Sedition, Collectors of it become entitled to sell the Edition through Sedition’s secondary sale market, known as 'Trade’, or, in case of NFT artworks, via any external NFT marketplace.

We may add features and facilities to, or remove them from, the Services as Sedition evolves and changes over time.

In addition, Members may subscribe to Sedition’s subscription service “Art Stream” to view Artworks available on Sedition without watermarks. Subscription service only allows to view works that are available for sale on Sedition’s primary market. Once an Artwork edition has sold out, or the Artist withdraws the Artwork from sale through Sedition, it is no longer available to view via subscription.

Sedition may, at its sole discretion, mark some or all Artworks as NFTs. What that means is that collectors of those Editions may choose to convert their Edition into an NFT, but are under no obligation to do so. In that case, the Certificate of Authenticity for the Edition will no longer exist. In addition, Sedition may, at its sole discretion, allow for some or for all Artworks to be purchased with cryptocurrency. This may result in a price discrepancy when purchasing artworks with government issued money and in cryptocurrency.

The artworks marked as NFTs on Sedition cannot be traded on Sedition’s secondary sale market, known as 'Trade’ and can only be traded on external NFT marketplaces. Such sites are governed by their own terms of use and privacy policies which differ from these Conditions.

For the avoidance of doubt, Sedition is not affiliated with, nor is promoting any specific cryptocurrency company and is not involved in the business of exchanging government issued money to cryptocurrency. Cryptocurrency is volatile, and Sedition does not take a position on the value of cryptocurrency in the future.

Normally, all Collectors must be Members. This means that if a Member gifts an Edition or a subscription to someone who is not already a Member, the recipient of the gift must register on Sedition and become a Member before he/she can enjoy the gifted Artwork. In the case of NFTs, Collectors do not have to be Members. They can trade NFTs directly on third party websites using their cryptocurrency wallet. However, if they become Members and connect their cryptocurrency wallet to Sedition, they are able to enjoy additional features of Sedition, such as the Vault.

Our Help Centre and other Services documentation available on Sedition provide further information about our Services; you should consult them concerning queries or issues you may have about Sedition.

It is the responsibility of Members to have sufficient web and Internet usage skills to make full use of Sedition.

We may add features and facilities to, or remove them from, the Services as Sedition evolves and changes over time.

Note that we may change the name of Sedition, or the web-address (URL) that you use to access Sedition over time.

2. Artists

If you are an artist, and are interested in finding out about obtaining a presence on, and selling editions of your artwork through Sedition, please contact us here.

To learn more about being an artist on Sedition, please consult our Help Centre.

3. Obtaining an Account

If we ask you to provide some information about yourself when you register for Sedition, you must ensure that this information is accurate and current. You may keep this information updated through your Account.

You must not include in your online identity on Sedition anything that could potentially infringe anyone's rights, which is intended to confuse, or which is offensive, hurtful or otherwise inappropriate, as reasonably determined by us. We may change an online identity or username if we think it offends these Conditions.

Members agree that they are each responsible for everything which is done on or through Sedition through or in connection with their Account, while logged on as a Member to Sedition, or through their email address(es).

Important: You must ensure that the email address we hold for you is kept up-to-date and that you have full access to it – we will be sending you important messages there. So if you change email address, then you must change it on your Account.

4. Children and under aged

By joining Sedition, you confirm that you have reached the age of majority in your jurisdiction, or the age of 18, whichever one is higher.

5. Member Content

Material posted, contributed, distributed, communicated, transmitted or linked-to by a Member on, through or in connection with Sedition's sites or Services is treated as 'Member Content' for the purposes of these Conditions. Note that we are entitled to treat anything done through a Member's Account, or by means of an email address, phone number or other communications method associated with that Account, as having been done by the Member; it is up to the Member to maintain the security of his/her Account.

Each Member shall ensure that his/her Member Content does not:

• include anything that is false, inaccurate, misleading, offensive, abusive, threatening or defamatory, or that is likely to cause needless annoyance, inconvenience or distress to any person;
• contain any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
• contravene any applicable law (including, without limitation, any criminal law) or regulation;
• infringe the rights of any person or entity;
• misrepresent the Member's identity in any way;
• publish or display any material containing personally identifying information about another Member or Artist, such as their real name, address, phone number, or email address, except with the prior written approval of that Member or Artist; or
• impose an unreasonable or disproportionately large load on our infrastructure or interfere with the proper working of Sedition.

6. International use of Sedition

You must ensure that you comply with the laws that apply to you and your use of Sedition, including as to Member Content, the Artwork that may be viewed and the Editions that may be bought through Sedition. That use may be prohibited or restricted in various jurisdictions.

7. Cancellation and Lapsing of Your Account

To cancel your account at any time, you can choose to delete your Member Account from your Account Settings.

When you delete your account, all of your personal data will be permanently erased. However please note you will also delete any access to your artworks which are stored in your Vault, so you will no longer be able to view them (with the exception of the Editions for which you may have transferred the ownership ledger onto the blockchain, they will still appear in your cryptocurrency wallet). If you wish to keep access to your artworks active, you may retain the account, make your profile private from your account settings and unsubscribe from all emails from your account preferences.

As an Artist on Sedition, you may have the right to delete your account as long as no works have been sold to any collector. When one or more of your Editions have been sold, your Work and profile page must remain available to Collectors who have purchased the work. Please consult the full Artist Terms for more information.

We reserve the right to lapse an unused Member's Account if the Member does not log into the Account for a period of 180 days.

If you delete your Account or allow it to lapse, or we cancel it for any reason, you remain responsible for performing your obligations under these Conditions, and the rights granted to us under these Conditions (including in Clause 8 “Intellectual Property”) shall not be terminated as a result. Upon the cancellation or lapse of an Account:

• the name used by the Member for the associated Account will be automatically ceded to us, and will no longer be associated with or controlled by the former Member in question; and
• we shall be entitled (but not obliged) to delete Member Content associated with that Member or Account from Sedition.

The following Clauses shall survive any cancellation or lapse of your Account, and any termination of these Conditions: 5 (Member Content), 6 (International use of Sedition), 7 (Cancellation and Lapsing of Your Account), 8 (Intellectual Property), 9 (Privacy), 10 (Our Role), 11 (Misuse/Suspension), 12 (Contact from third parties), 16 (Liability), 17 (Indemnity), 20 (Entire Agreement), 22 (General), 23 (Law) and 25 (Contact).

8. Intellectual Property

By posting, contributing, distributing, communicating or transmitting any Member Content, a Member expressly grants to us a non-exclusive, royalty-free, irrevocable licence (including the right to grant sub-licences through multiple tiers) to use, reproduce, adapt and distribute that material worldwide through Sedition and any other interactive services through which we make Sedition (or a service based on Sedition) available. For the avoidance of doubt, the licence under this Clause 8 will survive any termination of these Conditions or any cancellation, suspension or lapse of the relevant Account. Note that we may modify any material associated with a Member or an Account in order to conform it to Sedition’s standards (such as by cropping images).

Artists should note that the above paragraph does not apply to the artworks that they license to Sedition, which are governed by the terms of the separate Artist Agreement that they enter into with Sedition.

You acknowledge that all copyright, trade marks, and other intellectual property rights in and relating to Sedition (including, without limitation, Member Content associated with Members other than you) are owned by, or licensed to, us. You may use and access Sedition and that Member Content only to the extent required for the use of the Services in accordance with these Conditions, and for the purpose that we make them available.

No-one may copy, distribute, show in public or create any derivative work from Sedition, or any of the material which is found on Sedition unless properly licensed to do so by us.

Members agree not to use any robot, spider, scraper or other automated means to access Sedition for any purpose without our prior express written permission.

9. Privacy

Our Privacy Policy governs all users of Sedition. By using or accessing Sedition, you give your consent to the content of that policy. If you do not wish your personal data to be handled in the way outlined in our Privacy Policy, then you must not use Sedition.

As a Member of Sedition you can control your Privacy settings on the Sedition platform by editing your Account Settings. Your Privacy settings allow you to make your account private by hiding your profile and your purchases to other Sedition members.

Members shall not use the Services in connection with the sending of any unsolicited messages, or to harvest or otherwise collect information about Members, including email addresses, without their express consent. No Member shall use any information regarding other Members that is accessible through the Services except as expressly permitted by these Conditions.

10. Our Role

We are not responsible for Member Content. We only provide the technical means, and a venue, for Member Content to be accessed.

Sedition does not pre-screen Member Content. Even though Members are prohibited from doing so, some may provide information, or otherwise behave, in a way that is unreliable, illegal, or in breach of a Member's obligations under these Conditions. Therefore, you should exercise no lesser degree of caution in using the Services than you would when conducting similar activity offline.

To the extent that the law permits, you release Sedition, its agents, directors, officers, shareholders, employees and subcontractors from all liability arising out of or in connection with any Member Content.

You must not assume that the import or export, or the advertising, offering, purchase or sale, of any Artwork, Edition or other product complies with applicable law or regulation by reason of it appearing on Sedition. We do not have any responsibility or liability for the deletion of, or any failure to store or deliver, Member Content.

We may set limits on the volumes of specific types of Member Content that you may send, post, store, or receive through Sedition, and reserve the right to delete Member Content that exceeds such limit(s) in our reasonable discretion without any liability whatsoever. It is your responsibility to check on Sedition what such limits are at any given time.

Sedition may contain links to or advertisements for other sites, services or products ('Third Party Products'). Third Party Products are provided solely as a convenience to you and may contain materials which you find offensive, objectionable, unlawful or inaccurate. Such sites are governed by their own terms of use and privacy policies which may differ from these Conditions. The inclusion of links to Third Party Products does not indicate that we endorse them and we are not responsible for examining or evaluating the content of such sites.

11. Misuse/Suspension

We reserve the right at any time and without notice (a) to suspend or terminate your ability to access Sedition, (b) your use of all of part of the Services, (c) to remove from access via Sedition any Member Content associated with a Member or his/her Account, and/or (d) to take technical and legal steps to stop any Members from using Sedition if they appear to us to be in breach of any provision of these Conditions. Should we do so, you acknowledge that we shall not incur any liability to you or to any other person.

If you see or experience anything on Sedition that appears to infringe any provision of these Conditions, we would like you to inform us at support@seditionart.com. We rely on Members to alert us to infringing Member Content and other activity.

12. Contact from third parties

If anyone contacts us in relation to Member Content or a transaction associated with a Member, or any related activity or communication, then the relevant Member agrees:

• to provide all reasonable information and assistance we may require in connection with responding to that contact; and
• to respond promptly and accurately to it, should we pass the message to the Member for a response.

13. Additional services

We, our affiliates or third parties with which we contract may offer new, updated or additional services through Sedition from time to time. Your use of those services will be governed by these Conditions but may also be subject to additional terms and conditions (including as to fees or payments), which you must comply with. Provided that those terms are notified to you on Sedition in an appropriate manner (as determined by us in our reasonable discretion) when you agree to take those services, any failure by you to comply with a material provision of the terms governing those services will amount to a breach of these Conditions.

14. Operation of Sedition

We reserve the right to withdraw or modify all or part of the Services or Sedition where we have legal or commercial reasons to do so.

There may also be times when the operation of Sedition is adversely affected, or becomes inaccessible, as a result of technical difficulties experienced by Sedition or on the Internet, or other matters that are beyond our control. Please note, however, that we cannot guarantee continuous, uninterrupted or secure access to Sedition or any of the material that appears on it.

If we are conducting a period of planned unavailability of the Services, we aim to inform Members of this by a notice that appears on one or more pages of Sedition or by other communication means we may find appropriate from time to time.

For security or other reasons, we may require you to change your password or other information which facilitates access to Sedition; however, we will never ask you for your password. You are solely responsible for maintaining the confidentiality of your password and any additional identifying information.

15. Conditions of Purchase

When a Member makes a purchase, we place:

• the purchased Edition; and
• its Certificate of Authenticity, which includes the Edition number of your purchase, the name of the Artwork, the Artist's name and the Collector's name.

in the digital vault that we allocate to the relevant Collector's Sedition Account (the 'Vault').

A Member may cancel his/her purchase within seven days after the purchased Edition and its Certificate of Authenticity are placed in the appropriate Vault. Please note that this right to cancel is lost once Usage Rights are exercised in relation to the Edition, such as by downloading [or streaming] the Edition, or sending it to a device. Any notice of order cancellation must be sent to support@seditionart.com within the above-mentioned seven day period. Following successful cancellation, the Edition and its Certificate of Authenticity will be removed from the relevant Vault, and the price paid to us for it (and applicable VAT) will be credited to the purchasing Member by the same means as it was paid.

If you purchase the Edition as a gift for someone who is not already a Member, we will hold the Edition in a Vault allocated to that person, but he/she will need to register for Sedition and become a Member before he/she can enjoy the gifted Edition as a Collector.

A Collector obtains Usage Rights and, once all of the Editions of an Artwork have sold out or the Artist withdraws said Artwork from sale, the Collector then obtains the Right of Resale (each as described below) for each purchased Edition. The Resale Right may be granted at the exclusive discretion of Sedition even if the Artwork has not yet sold out or has not been withdrawn, for example, by allowing the Artwork to be minted as an NFT.

Usage Rights. For so long as a Collector continues to own an Edition, the Collector will be entitled to:

• access and use the Edition in the Collector's Vault by means of any compatible device, and
• display the Edition's Certificate of Authenticity on:

any device owned or controlled by the Collector that is capable of doing so – these are the 'Usage Rights'. The usage rights as outlined above grant only private display rights, i.e. display on one’s personal devices in one’s home or home office. Any commercial or public display of artworks (for instance, in a restaurant or in a lobby) requires a public display licence.

Resale Right Once the entire Edition run of an Artwork has sold out, or if the Artist withdraws the Artwork from sale, or at Sedition’s sole discretion from time to time, a Collector will become entitled to sell their Artwork to other Collectors via Sedition’s secondary market platform “Trade” (In the case of artworks that have been designated as ‘mintable’ as NFTs, all secondary sales will happen on separate NFT compatible platforms such as OpenSea). If a Collector makes a sale through the Trade platform:

• the sold Edition will be transferred to the buyer’s vault, and removed from the seller’s Vault, and the seller’s Usage Rights will come to an end;
• the relevant Certificate of Authenticity will be removed from the seller’s Vault and re-allocated to the buyer’s Vault in the buyer’s name.

The Trade platform may have its own terms and conditions which each Collector will need to abide by in the event that any sales are transacted there. The seller will pay commission on each such sale, which will be notified to the seller at the time.

Collectors of an Edition will be able to see on Sedition that it has sold out (or that the Artist has withdrawn any remaining editions from sale, and that they are therefore entitled to sell it through Trade; we may also email Collectors to notify them of this. For clarity, it is only when the Edition sells out (or the Artist withdraws any remaining works from sale) that a Collector becomes entitled to sell their Edition of the Artwork through Trade; if this does not happen, then a Collector’s ability to resell their Artwork will not be triggered. In addition, the artworks marked as NFTs on Sedition cannot be traded on Sedition’s secondary market platform ‘Trade’ and can only be traded on external NFT marketplaces such as OpenSea.

Note that the Artist who created the Artwork continues to own the copyright, and has asserted their moral rights: this means that the Artist has the right to be identified as the author and creator of the Artwork and each Edition. Collectors purchase Usage Rights (and as per the above conditions, the Resale Right), but not copyright or any intellectual rights to Sedition artworks.

The purchase of an Edition is, and the Collector’s Usage and Resale Rights are, conditional upon the purchasing Member’s payment to us of the price payable to us for that Edition (and applicable VAT). Note that the price we charge for an Edition may vary according to the number of Editions of an individual Artwork that remain to be sold; for example, the price may increase as Editions are sold (and, as a result, fewer remain available for purchase).

A Collector’s Usage Rights do not permit the Collector to, and each Collector agrees not, directly or indirectly, to authorize, permit or be involved in (a) printing or creating any other physical representation of an Edition or the relevant Artwork, (b) projecting an Edition so that it is viewable other than directly on the screen of the Collector’s device except in the context of personal, domestic use of the Edition, (c) distributing or transmitting an Edition, or making it available (including through the internet), to anyone else except as part of a legitimate Trade transaction (see above), or (d) exhibiting or otherwise commercially exploiting an Artwork.

If a Collector wishes to discuss the commercial use of any Artworks, then please contact us here.

If a purchasing Member requires a VAT receipt, please contact us at support@seditionart.com with the relevant Order ID reference.

Editions may not be compatible with all devices, operating systems and media. The purchasing Member must ensure that the purchased Edition is compatible with the devices, operating systems and media used by the Collector (whether the Collector is the purchasing Member him/herself or someone else) before purchasing it by consulting our FAQs.

Sedition has the right to include invisible digital watermarking or other coding in Editions in order to enable the linking of an Edition to its Certificate of Authenticity, and to track potential infringements of our or Artists' rights.

All buyers and sellers of Artworks on Sedition - whether buying for themselves or another party - are obliged to ensure that they are in compliance with all local laws and regulations regarding the acquisition and display of Artworks.

16. Liability

We use reasonable care and skill to provide Sedition services in accordance with our messaging and site description. However the Services are provided 'as is'; and we cannot and do not guarantee that Sedition or the Services will meet your requirements, including (without limitation) the availability or speed of delivery of any Member Content placed on or made through Sedition.

We shall have no obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise, save as expressly provided in these Conditions.

Nothing in these Conditions excludes or restricts our liability for death or personal injury resulting from our negligence.

Sedition shall have no liability whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise, and whether caused by its act or omission or that of its agents, directors, officers, shareholders, employees and subcontractors. Sedition's aggregate liability during any successive period of twelve months, the first of which shall be deemed to begin on the date when you (as a Member) obtain your Account (each a 'Year') shall be limited to the greater of:

• £10 (ten pounds); or
• The amount of any charges paid by you to us (if any) under these Conditions (but not, for the avoidance of doubt, to any third party) during that Year.

It is your responsibility to take out insurance against risks which are otherwise excluded from these Conditions.

We, our agents, directors, officers, shareholders, employees and subcontractors will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:

• for any loss of revenue, data, business, anticipated savings, profits, opportunity, goodwill or reputation, or for any business interruption; or
• for any indirect, special or consequential loss damage, costs or other claims, howsoever caused or arising.

Except as expressly stated elsewhere in these Conditions, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except where such exclusion is not permitted by law.

For the avoidance of doubt, Sedition will not have liability to you or any other person in respect of Member Content.

Our liabilities and responsibilities, and those of Artists, to Collectors in relation to the Artworks they purchase are entirely governed by the Sedition Conditions of Purchase. We will not be liable for any failure to perform our obligations under these Conditions caused by matters beyond our reasonable control.

The provisions of this Clause 16 shall survive the termination or expiry of these Conditions.

17. Indemnity

Each Member agrees to indemnify Sedition, its agents, directors, officers, shareholders, employees and subcontractors against all liabilities, claims and expenses that may arise out of or in connection with any:

• breach of these Conditions by the Member or through his/her/its Account; or
• Member Content associated with that member.

18. Suspension

In addition to the other rights of suspension specified in these Conditions, Sedition is entitled to suspend provision of all or part the Services, or the availability of Member Content associated with any Member, at any time if Sedition is obliged or advised to comply with an order, instruction or request of any limb of government, or any regulator, court or other competent authority.

19. Assignment

We reserve the right to assign these Conditions, and to assign or subcontract any or all of our rights and obligations under these Conditions, but will not do so in such a way as to reduce any guarantees you are given under these Conditions. You may not without the written consent of Sedition assign or dispose of these Conditions or any of your rights and obligations under it.

20. Entire Agreement

These Conditions are intended to contain your entire agreement with us relating to your use of and access to Sedition; we believe them to be fair and reasonable. They replace all earlier agreements and understandings with you relating to Sedition, except for any fraud or fraudulent representation by either of us.

21. Changes to these Conditions

We reserve the right to change these Conditions from time to time, and post the new version on Sedition. The new version of these Conditions will take effect:

• commencing 28 days after the date of posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of these Conditions which is capable of adversely affecting you; or
• immediately upon the date of posting (or such later date as we indicate in the relevant posting), if the changes are not capable of adversely affecting you - examples of which would include, without limitation, (i) changing the name of, and/or the web-address (www.seditionart.com) that you use to access, Sedition, (ii) the refinement of provisions that are already included or referred to in these Conditions.

In either case, if you do not wish to be governed by the new version of these Conditions, you must cease to use the Services and Sedition. For the avoidance of doubt, we will not have any liability to you in that event.

22. General

If any part of these Conditions is held to be invalid or unenforceable, the remainder shall remain valid and enforceable.

Our failure to act with respect to a breach of these Conditions by you or others does not waive our right to act with respect to subsequent or similar breaches.

The headings to the Clauses are for ease of reference only and do not affect the interpretation or construction of these Conditions.

A person who is not a party to these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions, provided that this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

23. Law

These Conditions and the Services shall be governed by and construed in accordance with the laws of England and Wales. When using Sedition each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement (including non-contractual disputes or claims), and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

24. Keeping these Conditions

We don't separately file the Conditions entered into by Members when they register for Sedition. You can access them at www.seditionart.com/terms Please make a durable copy of these Conditions by printing and/or saving a downloaded copy on your own computer. They are offered in English only.

25. Contact

We are a company registered in England and Wales under registration no. 6879348 under the name Sedition Art Limited; the address of our registered office is White Hart House, High Street, Limpsfield, Surrey RH8 0DT. Our VAT registration number is GB200 1037 95. Except as explicitly stated otherwise in these Conditions, notices to us shall be sent by registered mail to White Hart House, High Street, Limpsfield, Surrey RH8 0DT. We will send our notices to you by email or any other relevant communication method from time to time that you provided to us when you registered for Sedition.