Introduction

This legal document outlines your rights and obligations, as well as those of Sedition Limited and its Affiliates ('we' or 'us'), concerning artworks (each a 'Work') that you provide to us for Sale and other Commercialisation through websites operated by any of us (each a 'Site'), the Sedition application (the 'App') and any other services offered by us. References to 'Sedition' in these Conditions include us, our Affiliates, each Site, the App, and the services available through them. You must read and understand these Conditions before providing a Work for Sale or Commercialisation. By doing so, you enter into a contract with us under these Conditions.

You have already agreed to the Sedition Terms & Conditions available at cf-v3.seditionart.com/terms ‘Member T&C’. Words and phrases used in these Conditions have the same meanings as in the Member T&C. Consult the Member T&C for further details, as they expand upon these Conditions and govern your and other Members' and Visitors' use of Sedition.

Becoming a Sedition artist

To become a Sedition artist, you must set up your Sedition Artist Account, providing all requested details. If required, you must provide proof of identity, such as a passport or driving license scan, for account verification or revenue collection. When uploading Works, follow our instructions and ensure each Work meets our quality and resolution requirements. Promptly respond to our queries or requests, including re-uploading your Works in a different form (such as in higher resolution, e.g. to support changing screen requirements) upon our request. If there is a delay in responding to our queries or requests, we may reach out to you for a follow-up. Continued non-compliance or failure to respond within a reasonable timeframe, which will be specified in our follow-up communication, may result in the suspension of Artist Profit Allocation payments for your Work. This suspension will be subject to review and can be lifted upon adequate response to our queries or requests.

We categorize Sales of our artists' works into specific ‘Levels’ based on their Sales achievements through Sedition. Your Level affects the Edition size you can select for your Work, the maximum starting price and the Edition size needed to advance to the next Level. Failure to sell out an Edition at Level 1 results in your next Work being sold at a lower Level. Please note that, without limitation to our other rights, we may decline to approve any other Work for Sale. All artists start at Level 1, and we reserve the right to modify Level details over time. Estimates of revenue or Royalties that we provide generally assume that your Editions sell out; we cannot, of course, guarantee that this will occur.

When launching Editions on your Sedition Artist Account, you will be asked to upload or import names and email addresses. You are solely responsible for ensuring that these individuals have consented to receive such emails from Sedition. By uploading these contacts, you affirm that you have obtained the necessary consents and we assume you have sought the appropriate consent from the proprietors to receive news about your Editions from Sedition.

Each Work requires our approval before its Edition is made available for Sale or other Commercialisation on Sedition. We will notify you of our approval (or rejection) via email. The decision to approve a Work for Sale is at our absolute discretion and is not guaranteed by your status as a Sedition artist.

Commercialisation of your Work

The Commercialisation of a Work may include:

• The sale of Editions of the Work through Sedition to Collectors, termed as 'Sale', and the subsequent sale by these Collectors of their Editions to other Collectors through a secondary market, known as the Trade platform. An Edition of an individual Work can only be resold on the Trade platform as a secondary market sale once the entirety of that Edition has sold out, or future sales have been canceled.
• Providing Members with the right to access and use the Work (along with other works) on a periodic subscription basis, referred to as 'Subscription'.
• Licensing the Work to third parties and authorizing them to sub-license it to others. This may involve using, displaying, distributing, transmitting, and communicating the Work to the public, either in combination with other artists' works or as an individual Work.

As soon as the Work has been approved for Sale, its Edition will go on Sale at its designated Level. Your Revenues from the different forms of Commercialisation, as outlined above, will be payable according to the terms provided in these Conditions.

Your Profit Allocation

We will pay you a percentage of the Net Revenues on the relevant Commercialisation. The specific amounts are specified at or before the time when the Sale or other Commercialisation of your Work commences. Currently, the revenue split for Sales is 50% of Net Revenues.

The artist receives a proportion of Art Stream subscription revenues. We track subscriber data to monitor how often a work is viewed. 20% of subscription fees are distributed to artists weighted according to views and stream values.

No Artist Profit Allocation shall be payable to the Artist for Work(s) sold as part of the Sedition Trade platform. However, Sedition shall ensure that all relevant and/or applicable artist sales are accounted for by the relevant collection agency.

For the avoidance of doubt, no Artist Profit Allocation is payable for copies of the Work used in publicity and marketing for Sedition.

Note that we may change the revenue split for various types of Commercialisation from time to time. However, any such change will not affect the amount you earn from Commercialisation that has already occurred.

Deductions

For the purpose of calculating the profit allocation, 'Net Revenues' are defined as amounts received by us as our share of sums paid to us for Commercialisation, net of all relevant deductions including, but not limited to:

• value added tax and any other sales tax
• transaction costs
• chargebacks and returns
• advertising or other marketing costs
• any sums paid or repaid to Members in connection with the relevant Commercialisation
• any revenue share or commission paid or payable to distributors, licensees or others involved in Commercialisation
• any sums paid, payable, deductible or creditable to third parties in connection with the relevant Commercialisation

Payment schedule

Profit allocation will be calculated in US Dollars and paid to you in US Dollars, using the exchange rate of the payment processor we use. Due to technical limitations of our payment provider, payments are in some cases only made when the Artist Profit Allocation due equals or exceeds two hundred and fifty US Dollars ($250). However, we reserve the right to make payments for smaller amounts at our discretion. If your Artist Profit Allocation does not reach the required threshold within three years of accruing, the balance may be voided unless smaller quarterly payments have been made.

We will provide quarterly reports on the Commercialisation of your Works and Editions within one month after the close of each quarter. These reports will include a breakdown of website sales and subscription revenues, with deductions itemized. If no sales occurred during the quarter, no statement will be issued. Additionally, an annual statement for public display revenues will be provided within one month after the close of each year. If there were no sales during that quarter, or if your artworks were not showcased in any public displays over the previous year, you will not receive a quarterly or annual statement respectively.

We will retain records of Commercialisation for six years following the occurrence of the Commercialisation.

Artist Profit Allocation will be credited to you within 30 days after the statement is published. You can receive Artist Profit Allocation through the means we make available, currently via Stripe or Wise payment process to your bank account. Onboarding to the relevant payment provider is required to receive Artist Profit Allocation

Please note that it is essential to onboard to automatic payments to receive your Artist Profit Allocation. If you do not complete this process within a year of receiving a statement, we are no longer obligated to pay the allocation related to that statement. In essence, any Artist Profit Allocation detailed in statements that are older than 12 months will not be payable if you have not onboarded to automatic payments within this time frame.

Limitations Due to Sanctions

Due to sanctions imposed by the government of the United Kingdom, we cannot pay Artist Profit Allocation to artists residing in Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Sudan, Syria, Venezuela, and Zimbabwe. This list is subject to updates at the discretion of the UK government and is not set by Sedition. Note that nationals of these countries residing elsewhere can still receive their Artist Profit Allocation. We cannot make payments to ANYONE residing in one of the sanctioned countries, regardless of their citizenship.

Residents of these sanctioned countries can still sell their artwork via Sedition and accrue Artist Profit Allocation, but payments will not be made. If you cease to be a resident of a sanctioned country or the country is removed from the UK government’s sanctions list, you may request payment of your Artist Profit Allocation, including arrears. However, we can only hold and accrue Artist Profit Allocation for a maximum period of one (1) year.

Limitations in the event of Company Dissolution

In the event of proceedings or the dissolution of the company, Artist Profit Allocations will be categorized as unsecured claims. This categorization aligns with standard financial and legal practices for handling claims in such situations. Our primary obligations will be towards secured debts and statutory liabilities, including but not limited to taxes, employee wages, and other secured obligations as mandated by law. This approach ensures that we are compliant with legal requirements and able to manage our financial responsibilities in an orderly manner. While Artist Profit Allocations will receive attention following the settlement of secured claims, we must prioritize claims based on their legal classification. We will strive to handle all claims, including those of artists, with transparency and fairness to the extent permitted by the company’s financial condition and legal obligations.

In the event of insolvency, bankruptcy, liquidation, or any similar legal process, we will endeavor to notify relevant stakeholders. Following such notification, no further Artist Profit Allocations will be made. Artists should be aware that in these circumstances, outstanding Profit Allocations may be subject to significant delays or may become irrecoverable, depending on the legal proceedings undertaken.

It is understood that artists acknowledge this risk as part of their agreement to the terms of profit allocation, that their claims for profit allocation will be subordinate to the claims of secured creditors and other statutory obligations the company may have.

Your Licence to Us and Your Rights

In consideration of our agreement to pay you the Artist Profit Allocation, you grant to us (including, for the avoidance of doubt and without limitation, our Affiliates) the worldwide exclusive right (together with the worldwide exclusive right to license others to exercise all or any of such rights) concerning each Work and each Edition by way of license to distribute, transmit and publish, communicate to the public and use and deploy the Work and Edition by any electronic or digital means, method, device, process or medium (whether now or subsequently known or developed) which shall include without limitation (i) digital, optical and magnetic information storage and retrieval systems, (ii) systems by which the Work or Edition may be accessed by means of wireless telegraphy and/or telecommunications system(s); and (iii) any other device, medium, format, system, means or method whether now known or hereafter devised, (collectively, the ‘Rights’). For the avoidance of doubt, the Rights include the rights (a) to conduct Commercialisation, (b) to grant sub-licences (and to authorise sub-licensees to grant further sub-licences in multiple tiers) of the right to conduct Commercialisation, and (c) to do and authorise others to do anything expressly or implicitly referred to in these Conditions.

In respect of each Work, you grant the Rights for a minimum period of three years in respect of each Work, such period commencing on the date when the Edition of that Work first goes on Sale. At any time after the end of that three year period, you may notify us through your Sedition Artist Account (or by some other method that we may notify you from time to time) that you require us to cease further Commercialisation of that Work and Edition (a “termination notice”); any termination notice must clearly identify the Work and Edition in question. Following our confirmation of receipt of a termination notice and our identification of the Work, we will withdraw that Work and its Edition from further Commercialisation within the period of 60 days following our receipt of the termination notice. For the purposes of the Resale Right and Secondary Sale only, the entirety of that Edition will thereupon be treated as having been sold.

The service of a termination notice, and the withdrawal of a Work and its Edition from further Sale, does not affect the continuation of our Rights and those of Collectors and sub-licensees in multiple tiers in relation to Commercialisation entered into or effected (including, without limitation, Sales made and agreements for Commercialisation executed in respect of the relevant Work or Edition) prior to the removal of Edition from further Sale. If Editions have been sold, your Work and profile page must remain available at Sedition as a resource for Collectors who have purchased the Work. However any unsold Editions will be removed from Sale.

You agree not to grant any license or make any agreements regarding any Work (or any part thereof), or allow such a license or agreement to exist, that would in any way conflict with or derogate from the grant of the Rights or the exclusivity of our Commercialisation of your Work. In the event of a breach of this agreement, such as making your Work (or work substantially similar to it) available for digital sale, licensing, or subscription elsewhere or through another channel, we shall have the right to (a) immediately cease the payment of all Artist Profile Allocation for the relevant Work and its Edition without prior notice to you, (b) recover from you all Artist Profile Allocation paid to you to date for that Work and its Edition, and (c) seek compensation and all due sums payable to Sedition under the terms of this Agreement.

Copyright of each Work remains with you.

You assert to us, our assignees, licensees and successors in title your moral right to be identified as the author of each Work in accordance with Sections 77 and 78 of the Copyright, Designs and Patents Act 1988. We shall ensure that each Edition is issued with a Certificate of Authenticity which shall bear your name for the purposes of asserting your rights as author of the relevant Work pursuant to the Copyright Designs and Patents Act 1988. We agree to include your name prominently on the pages of Sedition through which your Work is offered for Sale and in all accompanying Certificates.

You acknowledge and agree that we may (a) use copies of the Work, (b) aggregate copies of one or more of your Works with one another or with the works of other artists, and (c) overlay text on copies of your Works online and for offline printed materials, in each case for promotional purposes, and without being required to name you as the artist.

In summary, by agreeing to these Conditions, you grant us exclusive worldwide rights to use, distribute, and commercialize your Work and Edition in various digital forms, with the flexibility to adapt to future technologies and mediums.

Your Sedition Artist Account

If we ask you to provide some information about yourself in connection with your Sedition Artist Account, you must ensure that this information is accurate and current. You agree to keep this information updated through your Sedition Artist 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.

You agree that you are responsible for everything that is done on or through Sedition or in connection with your Sedition Artist Account, while logged on as a Member of Sedition, or through your email address(es).

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

You must not establish a Sedition Artist Account unless you are at least 18 years of age, or the age of majority in your jurisdiction, whichever one is higher.

Warranties and Indemnity

You warrant and represent to us that:

• you are the sole owner of the Rights and have full power to enter into these Conditions and to grant all rights granted or purported to be granted under them, and are exclusively entitled to give all warranties, indemnities, assurances, confirmations, waiver, and agreements set out in these Conditions to enable us to exploit each Work and Edition without making any payment other than as expressly set out in these Conditions;
• you are the sole author of the Work which is original to you as a ‘qualifying person’ within the meaning of the Copyright, Designs and Patents Act 1988 Section 154;
• the Work and each part of it has not previously been exploited anywhere in the World in digital form as part of a digital limited edition;
• the highest quality (including highest resolution) version of the Work accessible to the public in digital form is, and until the withdrawal of its Edition from Sale will continue to be, that which is made available through Sedition under these Conditions; for the avoidance of doubt, you are entitled to distribute copies of each Work (1) in lower resolution than through Sedition, or (2) with a disfiguring watermark, without infringing your obligations under these Conditions;
• the Work contains nothing which, in any part of the World, is capable of contravening any applicable law (including but without limitation, any criminal law) or regulation, which is capable of infringing our rights or the rights of any third party, or (without limiting the foregoing) anything that is capable of being considered false, inaccurate, misleading, offensive, abusive, threatening or defamatory, or that may be likely to cause needless annoyance, inconvenience or distress to any person; and
• the Work does not 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;

You shall indemnify us on demand and hold us harmless from and against all actions, claims, liabilities, proceedings, costs, and damages (including any damages or compensation paid by us on the advice of our legal advisers, after - where reasonably practicable - consultation with you, to compromise or settle any claim) and all legal costs and other expenses and losses including (but not limited to) losses of profits, arising, directly or indirectly, out of any breach or alleged breach of any of the warranties and representations in this agreement or out of any claim by a third party based on any facts which if substantiated would constitute such a breach or out of any non-performance by you of any of the obligations under these Conditions.

Notwithstanding any other provision of these Conditions, if we determine that we may have a claim against you arising out of any breach or alleged breach of any of your covenants, warranties, representations, or undertakings under these Conditions, we shall be entitled to withhold from any sums due to you an amount which we, in our discretion, consider appropriate to reserve against that claim (which may include, without limitation, amounts to compensate Members).

Note also that we are entitled immediately to withdraw from Sale any or all of your Editions in the event that we conclude, or are notified that, you or any of the Works are capable of infringing any of the warranties and representations in this agreement.

The provisions of this clause shall survive any termination of these Conditions.

Privacy

Our Privacy Policy governs all users of Sedition, including you.

Given the global nature of the Internet, please note that content that appears on Sedition, including your profile and Editions, may be accessible to Internet users around the world.

You agree not to use Sedition 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.

Our Role

We will use our reasonable endeavors to record Sales of Editions and to ensure that Members agree to the Member T&C.

Even though Members are prohibited from doing so, some may behave, in a way that is unreliable, illegal, or in breach of a Member’s obligations under the Member T&C (which may include, without limitation, breaching their obligations concerning Editions they have purchased).

Accordingly, you agree that we are not responsible for Members’ behavior, including in relation to the Work and your Editions, or for Member Content.

Note that we cannot be held responsible for (and, for the avoidance of doubt, Artist Profit Allocation shall not be payable in relation to) any unauthorized copying, distribution, transmission, or sale of Works or Editions that may occur.

To the extent that the law permits, you release us, our agents, directors, officers, shareholders, and employees from all liability arising out of or in connection with Members’ behavior and Member Content.

We do not generally pre-screen Member Content.

Contact from third parties.

If anyone contacts us in relation to the Work, your Editions or a transaction associated with you, or any related activity or communication, then you agree (a) to provide all reasonable information and assistance we may require in connection with responding to that contact, and (b) to respond promptly and accurately to it, should we pass the message to you for a response.

Operation of Sedition

We reserve the right to withdraw or modify all or part of Sedition or the services we offer through it 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 us, on the Internet or other communications networks, or other matters that are beyond our reasonable control. We cannot and do not guarantee continuous, uninterrupted, or secure access to Sedition or any of the material (including Editions) that appears on it.

If we are conducting a period of planned unavailability of Sedition, we aim to inform Members of this by a notice that appears on one or more parts of Sedition.

For security or other reasons, we may require you to change your password or other information that 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.

Members’ Purchases of Editions

When a Member makes a purchase of an Edition, we place:

• the purchased Edition; and
• its Certificate of Authenticity, which includes the Edition number of the purchase, the name of the Work, your (ie, 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’).

Note that, as long as Usage Rights have not been exercised in respect of it, a Member may cancel his/her purchase within seven working days after the purchased Edition and its Certificate of Authenticity have been placed in the appropriate Vault.

A Collector obtains Usage Rights and the Resale Right (each as described below) for the purchased Edition.

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 all display and access routes offered by Sedition and its affiliates
• 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 method of using an Edition will vary according to the nature of the Work in question.

Resale Right. Once the entirety of an Edition of an individual Work has been sold, a Collector will become entitled to sell the Collector’s Edition of that Work to other Collectors through a secondary market that we offer on Sedition (Trade). If a Collector makes a secondary sale through Trade:

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

Secondary Sale may have its own terms and conditions which each Collector will need to abide by in the event that Collector sells (or buys) an Edition through it.

Note that you as the Artist continue to own the copyright in the re-sold Edition. The copyright remains with the Artist unless specifically agreed otherwise.

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 Work, (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 Sedition Marketplace transaction (see above), or (d) exhibiting or otherwise commercially exploiting an Edition. Usage Rights are to be enjoyed only on or through devices that are owned or controlled by the Collector.

Editions may not be compatible with all devices, operating systems and media. Purchasing Member’s are encouraged to ensure that any 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.

We may include an invisible digital watermark 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 your rights.

Liability

We use reasonable care and skill to provide Sedition services in accordance with our specifications for Sedition, but please note that Sedition is provided on an ‘as is’ basis, and we cannot and do not guarantee that Sedition will meet your requirements.

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 other than for direct loss or damage, 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:

• $15 (fifteen US dollars); or
• The amount of any Artist Profit Allocation payable to you (if any) under these Conditions during that Year.

It is your responsibility to take out insurance against risks which exceed the amounts specified in this agreement or 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, collateral or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.

We will not be liable for any failure to perform our obligations under these Conditions caused by matters beyond our reasonable control.

Suspension

In addition to the other rights of suspension specified in these Conditions, we are entitled to suspend provision of all or part of Sedition, or the availability of Editions or other content associated with you, at any time if we are obliged or advised to comply with an order, instruction or request of any limb of government, or any regulator, court or other competent authority, or if we are legally advised that such a suspension would help avoid the incurring of a liability.

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 (including, without limitation, the Rights), but will not do so in such a way as to reduce any guarantees you are given under these Conditions. Upon the assignee’s execution of a covenant directly with the Artist to perform our obligations under these Conditions, the Artist agrees that we shall thereupon be released from such obligations and there shall be deemed to be a novation of these Conditions (on identical terms and conditions) between the Artist and such assignee.

You may not without our written consent assign or dispose of these Conditions or any of your rights and obligations under them.

Entire Agreement

These Conditions are intended to contain your entire agreement with us relating to their subject matter; we believe them to be fair and reasonable. Fraud or fraudulent representation by either of you or us is not excluded.

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, or (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 send us a termination notice and immediately cease to use Sedition. For the avoidance of doubt, we will not have any liability to you in that event, and your cessation of use of Sedition will not limit or qualify Collectors’ rights (including Usage Rights and Resale Rights) in respect of Editions purchased prior to the effective date of termination of the grant of Rights nor agreements for Commercialisation executed in respect of your Works or Editions prior to the effective date of termination. For the purposes of the Resale Right only, the entirety of each Edition then on Sale will thereupon be treated as having been sold out.

Termination

The grant of Rights may be terminated immediately by you on giving notice in writing to us if:

• We fail to pay on its due date any undisputed sum due under these Conditions, where that failure is not remedied within 45 days of a written request to do so;
• We commit a breach of our material obligations under these Conditions and fail to remedy it within 30 days of the date of receipt of notice from you requiring it to be remedied; or

• We pass a resolution for our winding up (otherwise than for the purpose of a bona fide amalgamation or reconstruction) or become or are declared insolvent or cease to carry on business,

  PROVIDED THAT the termination of the Rights shall apply only to prospective Commercialisation by us of each Work and any Edition of it; the termination shall not apply to or in any way limit or qualify Collectors’ rights (including Usage Rights and Resale Rights) in respect of purchases of Editions prior to the effective date of termination of the grant of Rights, and does not affect Sales made and agreements for Commercialisation executed in respect of the relevant Work or Edition prior to that effective date. For the purposes of the Resale Right only, the entirety of each Edition on sale on the effective date of termination will thereupon be treated as having been sold out.

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.

Each party shall execute or cause to be executed all such other documents and do or cause to be done all such further acts and things consistent with the terms of these Conditions as the other party may from time to time reasonably require for the purpose of giving the latter party the full benefit of the provisions of these Conditions.

Law

The validity, construction and performance of these Conditions (and any claim, dispute or matter arising under or in connection with them or their enforceability) and any non-contractual obligations (within the scope of Regulation (EC) No. 864/2007 of 11 July 2007 on the law applicable to non-contractual obligations in accordance with article 1 of the Regulation and subject to the exceptions set out in article 1 of the Regulation) arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with these Conditions or their enforceability or the legal relationships established by these Conditions (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.

Keeping these Conditions

We don’t separately file the Conditions entered into individual Sedition Artists. You can access them through your Sedition Artist Account. 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.

Contact

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 registered mail to the email address or postal address (as applicable) that you provided to us when you registered for Sedition, as changed subsequently in your Sedition Artist Account details.

Who we are

Sedition Limited is a company registered in England and Wales under registration no. 6879358, with its registered office at White Hart House, High Street, Limpsfield, Surrey RH8 0DT. Sedition Limited’s VAT registration number is GB200 1037 95. Where we refer to “Affiliates”, this means any entity from time to time Controlling, Controlled by, or under common Control with, Sedition Limited (as “Control” is in section 1124 of the Corporation Tax Act 2010).