Artist Terms & Conditions

Please read these Artist Terms and Conditions (’Conditions’) carefully – by establishing an account with, or providing an artwork for sale by, Sedition you are agreeing to the Conditions.You also agree to the Privacy Policy, which sets out how we deal with Sedition users’ personal information and privacy.

Introduction

This is a legal document which sets out your rights and obligations, and those of Sedition Limited and its Affiliates (’we’ or ’us’), in relation to artworks (each a “Work”) which 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 through our Sites and/or the App. References to ’Sedition’ in these Conditions are to us (including Affiliates), each Site, the App and/or the services available through such Site or the App, according to the context.

You must take the time to read and understand these Conditions before providing us with a Work for Sale or Commercialisation. You accept that you are entering into a contract with us under these Conditions.

You have already agreed to the Sedition Terms & Conditions available at www.seditionart.com/terms ’Member T&C’. Words and phrases used in these Conditions have the meaning attributed to them in the Member T&C. You should consult the Member T&C: they help to expand upon provisions of these Conditions, and govern your (and other Members’ and Visitors’) use of Sedition.

Becoming a Sedition artist

You need to set up your Sedition account (the “Sedition Artist Account”), providing all requested details. Note that, if requested, you must provide us with such proof of identity as we may require (which may include, for example, a scan of your passport or driving licence) in order to establish your Sedition Artist Account or obtain Royalties. Once your Sedition Artist Account is set up, you can start uploading your Works to Sedition; you will need to follow the directions you are given in the course of doing so, and to ensure that each Work complies with our requirements. You shall ensure that we have, at all times, the highest quality/resolution digital file and/or format of the Work that is available to you. You must promptly respond to any queries or requests from us in relation to the same.

If so requested by us at any time, you agree promptly to re-upload your Works in a different form (such as in higher resolution, to support changing screen requirements).

We organize Sales of our artists’ works in specific “Levels”, according to the Sales those artists achieve through Sedition. The Level determines the size of the Edition which you may select for the Work, the associated maximum starting price and the size of Edition which (if it sells out) will qualify your next approved Work for the next Level. Should an Edition not sell out, your next approved Work will be sold at the immediately lower Level. If an Edition does not sell out at Level 1, then (without limitation to our other rights) note that we may decline to approve any other Work for Sale.

All artists who establish a Sedition Artist Account under these Conditions, and whose Work is approved by Sedition for Sale, start at Level 1. Note that we change the details of the Levels from time to 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.

In the course of launching your Editions on your Sedition Artist Account, you will be asked to upload or import names and email addresses. You are responsible for ensuring that the recipients of your emailed announcements have consented to receiving those emails from Sedition. By uploading these email addresses to your Sedition Artist Account, we assume you have sought the appropriate consent by the proprietors to receive news about your Editions from Sedition. You are responsible for ensuring that the recipients of your emailed announcements have consented to receiving those emails.

Important: Note that each Work needs to be approved by us before an Edition of it is made available for Sale (or otherwise) on Sedition. We will notify you by email to the address we hold for you on your Sedition Artist Account of our approval

While we aim not to be capricious in these matters, please note that the decision to approve (or not approve) a Work for Sale will be made by us in our absolute discretion. Going through the process of becoming a Sedition artist is no guarantee that any of your Work will be approved for Sale.

Commercialisation of your Work

The Commercialisation of a Work may include:

  • the sale of Editions of the Work through Sedition to Collectors ’Sale’ and the sale by Collectors of their Editions to other Collectors through a secondary market that we offer on Sedition ’Secondary Sale’ once the entirety of an Edition of an individual Work has been sold (or treated as having been sold under Clause 5 of these Conditions)
  • providing Members with the right to access and use the Work (together with other works) on a periodic subscription basis ’Subscription’
  • the rental of the right to access and use the Work to Members ’Rental’
  • licensing third parties (and authorising them to sub-license others in multiple tiers) to use, display, distribute, transmit and communicate to the public the Work in combination with other artists’ works ’Collective Syndication’ or as an individual Work ’Individual Syndication’

As soon as Work has been approved for Sale, its Edition will go on Sale at its appropriate Level. Your Royalties on the different forms of Commercialisation will be payable as provided below.

Your Royalty

We will pay you a royalty which is calculated as a percentage of the Net Revenues on the relevant Commercialisation (the Royalty.)

The relevant Royalty will be specified at or before the time when the Sale or other Commercialisation of your Work commences.

Currently, the Royalty for:

  • Sale and Secondary Sale is 50% of Net Revenues
  • Rental and Individual Syndication is 20% of Net Revenues
  • Subscription and Collective Syndication will be your share of 20% of Net Revenues: your share will be calculated on a proportionate basis, according to the Level of the works (the higher the Level, the greater the relative proportion) included in the Subscription or Collective Syndication

Note that we may change the Royalty that applies to the various types of Commercialisation from time to time. However, any such change will not affect the Royalty you earn on Commercialisation which has already occurred, or to the Sales of any Edition which is already on Sale at the time when the change is made: to avoid doubt, in the case of Sales, the changed Royalty will apply only to the Edition of the next Work to go on Sale, not to the Edition currently on Sale at the time when we notify you of the changed Sale Royalty.

For the purposes of calculating the Royalty, ’Net Revenues’ are amounts actually received by us as our share of sums paid to us for Commercialisation, net of all relevant deductions including (without limitation):

  • value added tax and any other sales tax,
  • transaction costs
  • chargebacks and returns,
  • 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, and
  • any sums paid, payable, deductible or creditable to third parties in connection with the relevant Commercialisation.

Royalties shall be calculated in the national currency in which we are paid, and shall be paid to you in Pounds Sterling using the spot rate of exchange of Barclays Bank for the purchase of Pounds Sterling with the relevant currency prevailing on the date on which we are paid by the Member. We shall not be obliged to make payment to you unless and until Royalties due equal or exceed one hundred and fifty pounds (£150).

For the avoidance of doubt, no Royalty is payable in respect of copies of the Work included in publicity and marketing for Sedition.

Note that the price we charge for an Edition may vary according to the amount of that Edition which remains to be sold; for example, the price may increase as an Edition is sold (and, as a result, fewer iterations of that Edition remain available for purchase).

We will make reports on Commercialisation of your Works and Editions available to you on a quarterly basis.

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

We will credit Royalty to you quarterly within 30 days after the end of the quarter in which we receive it from the Member.

You will be able to withdraw Royalties by the means we make available to artists from time to time; currently this is paypal.

Your licence to us and your rights

In consideration of our agreement to pay you the Royalty, 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) in relation to each Work and each Edition by way of licence 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 impliedly 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 to 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. 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 to 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; however, please note that no Royalty will be payable to you on the Secondary Sale of an Edition which occurs after a termination notice is served in respect of that Work.

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 of the Edition from further Sale. If Editions have been sold, your Work and profile page must remain available to Collectors who have purchased the Work though unsold Editions will be removed from Sale.

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 of the Edition from further Sale.

You acknowledge and agree that each Work is being provided to form the basis of a collection of limited edition digital art, and you therefore agree that you shall not grant any licence or make any agreements in respect of any Work (or any part of it or any character therefrom), or allow any such licence 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. Please note that if you breach the requirements of this paragraph, because (for example, but without limitation) a work which is substantially the same as your Work is found to be available for digital sale, licensing or rental elsewhere or through another channel, then we shall be entitled (a) immediately and without notice to you to cease the payment of all Royalty relating to the relevant Work and its Edition, and (b) to recover from you all Royalty paid to date in relation to that Work and its Edition.

Note also that if you fail to satisfy your obligation under Clause 2 of these Conditions promptly to re-upload your Works in a different form (such as in higher resolution, to support changing screen requirements) upon our request, or you breach your obligations under Clause 7.A (iv) or (v), we shall be entitled immediately and without notice to you to cease the payment of all Royalty relating to the relevant Work and its Edition arising from Commercialisation occurring after the date of our request.

You shall retain the copyright in each Work.

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 procure that each Edition is issued with a Certificate 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 Editions are 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.

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 may 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 which is done on or through Sedition through or in connection with your Sedition Artist Account, while logged on as a Member to Sedition, or through your 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 Sedition Artist Account.

You must not establish a Sedition Artist Account unless you are at least 18 years of age.

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, waivers 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 withdrawal of its Edition from Sale under Clause 5 above will continue to be, that which is made available through Sedition under these Conditions;
  • the highest quality (including highest resolution) version of the Work accessible to the public in digital form is, and until withdrawal of its Edition from Sale under Clause 5 above 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, 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 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 7.A. above 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 his 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 under these Conditions 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 7.A. above.

    The provisions of this Clause 6 shall survive any termination of these Conditions.

Privacy

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

Given the global nature of the World Wide Web, please note that content which 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 endeavours 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’ behaviour, 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, Royalties shall not be payable in relation to) any unauthorised 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’ behaviour 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 will 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 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.

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, 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 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 (’Secondary Sale’). If a Collector makes a sale through Secondary Sale:

  • 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 continue to own the copyright in the re-sold Edition.

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 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.

Subject always to sub-Clause F. 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 Royalty 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 sub-Clause D. 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.

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 12 shall survive the termination or expiry of these Conditions.

Suspension

In addition to the other rights of suspension specified in these Conditions, we are entitled to suspend provision of all or part 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.

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.

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).

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