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 below.
The Essentials of Sedition
Sedition provides a new way to buy, gift to others, collect and trade art in a digital format.
We license digital artworks ("Artworks") from well-known and not-so-well-known artists ("Artists"), and in Sedition provide a venue where:
- may search and view those Artworks;
- can obtain access to Artist profiles and "public" exhibitions;
- in some instances, may be enabled to make comments on Artworks and Artists; and
- 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;
- make comments on Artworks and Artists;
- create and view online collections of Artworks;
- enjoy private messaging facilities with other Members and with Artists;
- to contribute to such forums and other interaction facilities as we may make available;
- use any other facilities that we generally offer to Sedition Members; and
- use the App to view Editions.
Members may purchase digital editions of Artworks ("Editions"), under the terms of our Sedition Conditions of Purchase, either for the purchasing Member him/herself or as a gift for someone else. The person who owns the Edition - whether it is a purchasing Member or someone to whom the Edition is gifted - is called a "Collector" in these Conditions; and
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", collectively, our "Services".
We may add features and facilities to, or remove them from, the Services as Sedition evolves and changes over time.
For example, we may introduce a right for Members to rent individual Artworks from us, and/or to pay a periodic fee for subscription-based access to multiple Artworks.
All Collectors must be Members. This means that if a Member gifts an Edition to someone who is not already a Member, the recipient of the gift must register for Sedition and become a Member before he/she can enjoy the gifted Edition.
Our FAQs 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.
Note that we may change the name of Sedition, or the web-address (URL) that you use to access, Sedition over time.
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.
Obtaining an Accounts
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.
You must not register as a Member if you are under 13 years of age.
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.
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.
Cancellation and Lapsing of Your Account
You can choose to cancel your Account at any time by 30 days advance notice by email to us – any such email should be sent to email@example.com.
We reserve the right to lapse a Member's Account if the Member does not log into the Account for a period of 180 days.
If you cancel 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) 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 be 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, 6, 7, 8, 9, 10, 11, 12, 16, 17, 20, 22, 23 and 25.
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 (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 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.
Given the global nature of the World Wide Web, please note that a posting on Sedition may be accessible to internet users around the world.
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.
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 and employees 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.
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, (d) to warn Members and other users of Sedition against interacting with a particular Member, and/or (e) 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 firstname.lastname@example.org. We rely on Members to alert us to infringing Member Content and other activity.
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.
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.
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 will inform Members of this by a notice that appears on one or more pages of Sedition.
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.
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 working 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 cancellation must sent to email@example.com within the above-mentioned seven working day period including a copy of your order receipt. 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 your 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 Edition of an Artwork has sold out or the Artist withdraws the Artwork from sale through Sedition, 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, 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 method of using an Edition will vary according to the nature of the Artwork in question, and will be as specified by Sedition (or, if not so specified, will be reasonably obvious at the time of purchase.
Resale Right. Once we have sold the entire Edition of an individual Artwork or the Artist withdraws the Artwork from sale through Sedition, a Collector will become entitled to sell the Collector's Edition of that Artwork to other Collectors through a secondary market that we offer on Sedition (the "Trade"). If a Collector makes a sale through the 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.
Trade 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. The selling Collector will pay us a commission on each such sale, which will be notified to the selling Collector 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 the relevant Artwork from sale through Sedition), 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 if the Edition sells-out (or the Artist withdraws the relevant Artwork from sale through Sedition) that a Collector will be entitled to sell his/her Edition of the relevant Artwork through Trade; if this does not happen, then a Collector’s right to resell his/her Edition will not arise.
Note that the Artist who created the Artwork continues to own the copyright in it, and has asserted his/her moral right of paternity: this means that the Artist has the right to be identified as the author of the Artwork and each Edition. Collectors purchase Usage Rights (and, subject to the conditions for sale through Trade being met, the Resale Right), rather than the copyright in, their [s]edition Editions.
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 Edition. Usage Rights are to be enjoyed only on or through devices that are owned or controlled by the Collector.
If a Collector wishes to discuss commercially exploiting an Edition, then please contact us here.
If a purchasing Member requires a VAT receipt, please contact us here including 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.
There may 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. However, if we are conducting a period of planned unavailability of the Services, we will inform Sedition Members of this by a notice that appears on one or more pages of Sedition.
The purchasing Member must ensure that he/she is entitled to purchase, and the Collector (whether the Collector is the purchasing Member him/herself or someone else) will be entitled to access and exercise the Usage Right and the Resale Right in respect of, any Edition that the purchasing Member purchases under the laws that apply to the purchasing Member and (where the Collector is not the purchasing Member him/herself) the Collector.
We use reasonable care and skill to provide Sedition in accordance with our specifications for Sedition, but:
- 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) as to 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.
Subject always to sub-Clause 6 below, 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:
- £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 exceed the amounts specified in sub-Clause 4 above 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, collaterally or otherwise) are hereby excluded, except in the case of fraud, or 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 Editions 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.
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.
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.
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.
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.
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.
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.
These Conditions and the Services shall be governed by English law.
You and we each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising in connection with these Conditions.
Keeping these Conditions
We don't separately file the Conditions entered into by Members when they register for Sedition. You can access them at http://www.seditionart.com. 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.
We are a company registered in England and Wales under registration no. 6879358 under the name Sedition 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 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 Account details.