EXHIBITOR AGREEMENT
CADAF ART FAIR NYC 2022 | PRESENTED BY CADAF
NEW ART GROUP LLC is the owner and parent organization to CADAF (Marketplace & Art Fairs), Digital Art Month & New Art Academy.
This EXHIBITOR AGREEMENT (the “Agreement”) is entered into as of the date the agreement is signed(the “Effective Date”) by and between NEW ART GROUP, LLC and its affiliates, successors and assigns (“New Art”), an organization cecomintered on promoting digital art, education and events on art and technology, and you, (the “Exhibitor”), with the purpose of regulating the terms and conditions to showcase and to sell Exhibitor’s Artworks (the “Artworks”) from the Exhibitor at CADAF Art Fair NYC during the event: CADAF Art Fair NYC 2022, an art fair owned, organized and promoted by New Art which will take place from November 11 to 13, 2022.
WHEREAS
WHEREAS, the Exhibitor expressed his/her interest at being an Exhibitor at CADAF Art Fair NYC 2022 and as such is wishing to exhibit artworks and sell during the event;
WHEREAS, New Art is willing to enable the Exhibitor to be featured in CADAF Art Fair NYC 2022 and for New Art to be informed of transactions between the Exhibitor and potential buyers during the event;
NOW, THEREFORE, the Exhibitor and New Art (“the Parties”) hereby agree as follows:
1. DEFINITIONS
- CADAF: CADAF Art Fair, Crypto and Digital Art Fair that will take place in NYC November 11 to 13, 2022, hosted by New Art Group, LLC in partnership with Web3 NYC Gallery;
- BUYERS: Purchasers of Artworks offered for sale by the Exhibitor through CADAF.
-ARTWORK FOR SALE: Artworks exhibited at CADAF Art Fair NYC 2022 that are available for sale. Exhibitors can use the marketplace platform of their choice to sell artworks at CADAF Art Fair. CADAF will promote the Artworks and list them on the CADAF website with a link to buy provided by the Exhibitor.
- COMMISSION FEE: Fee owed by the Exhibitor to CADAF / New Art for each sale of Artworks in the Commission Duration Period, amounting to twenty percent (20%) of the sale price of the Artworks unless an applicable prior agreement is in place.
- COMMISSION DURATION PERIOD: This Agreement shall be in effect from the Effective Date until one week after CADAF Art Fair NYC 2022 or until termination by the Parties, as defined in Section 6 of this Agreement, whichever arrives first or unless there’s another special agreement in place.
- ARTWORKS: Any digital work, painting, sculpture, visual representation, performance, poem, piece of music, or any other product of the creative arts, that are intended to be showcased for sale at CADAF Art Fair NYC 2022.
- PAYMENT: Amount paid by Buyers to purchase Artworks at the price offered by the Exhibitor.
-EXHIBITION SPACE: Each exhibitor will have access to one digital frame (unless other arrangements have been discussed with CADAF) to exhibit their artworks. All artworks exhibited in digital frames during the event must use the template provided by CADAF. Additional frames are available at an additional fee. Email hello@cadaf.art to inquire.
2. EXHIBITOR´S OBLIGATIONS
2.1. The Exhibitor agrees to report any sales and transactions received from Buyers to CADAF who will collect 20% commission from all sales. Exhibitor agrees to transfer the funds from the 20% commission on all sales to CADAF within the two weeks following the event.
2.2. The Exhibitor agrees to not sell the Artworks exhibited at CADAF outside of CADAF for the Commission Duration Period. In the event that the Exhibitor wishes to sell the Artwork outside of the event while this Agreement is in effect, New Art will be entitled to the Commission Fee without setoff.
2.3. The Exhibitor agrees to determine whether sales or use taxes apply to any price displayed by the Exhibitor at CADAF and to collect, report, and remit the correct tax to the appropriate tax authority.
2.4. The Exhibitor will describe all Artworks listed by him/her truthfully and accurately. This includes text descriptions, images and pictures of each item including, without limitation, provenance, date, and any other relevant data.
2.5. The Exhibitor agrees to deliver / transfer Artwork sold to the Buyer within seven (7) days of receipt of Payment from the Buyer. The Exhibitor will not fail to deliver / transfer an item for which Payment was accepted, significantly misrepresent an item by not meeting the terms, or refuse to accept Payment for an item at the end of a successful sale. The Exhibitor acknowledges that by not fulfilling these obligations, his/her action or inaction may be legally actionable.
2.6. The Exhibitor acknowledges that CADAF and the services provided by New Art may only be used for lawful purposes and in a lawful manner. The Exhibitor agrees to comply with all applicable laws, statutes and regulations regarding his/her use of CADAF sites and services, including in regard to purchasing the Artworks.
2.7. The Exhibitor will immediately notify CADAF if he/she suspects that his/her information or listing data has been compromised.
2.8. The Exhibitor grants to New Art and its affiliated entities an irrevocable, non-exclusive, worldwide, royalty-free license and right to publish, reproduce or otherwise use all materials, text, information, images, photographs or other content, including prices, submitted by it (or on the Exhibitors’ behalf) for CADAF Art Fair event (collectively, the “Materials”) for the sole purpose of publicity, public communication and marketing of New Art events, in any medium whatsoever, for a period of eighteen (18) months as of the Effective Date. It shall be the Exhibitor’s sole and exclusive responsibility to secure any necessary permissions and/or authorizations to list, post or display any Materials at CADAF event where such rights are held by third parties.
3. NEW ART OBLIGATIONS
3.1. New Art will provide a physical / digital (depending on the acceptance terms TBD in acceptance letter) exhibition venue for the showcasing of the Exhibitor’s Artworks and to exhibit the Artworks for sale on the CADAF event website.
3.2. On behalf of Exhibitor, New Art will promote artists and their artworks for Buyers to purchase artworks by the Exhibitor.
3.3. New Art undertakes to comply with the Exhibitor’s requests to take down Artworks upon two (2) days’ written request by the Exhibitor.
3.4. New Art promises to carry out all the publicity and public communication of the CADAF.
3.5. New Art is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit, pay or report any sales or use taxes arising from any such sale transaction.
4. EXHIBITORS WARRANTIES AND REPRESENTATIONS
4.1. The Exhibitor understands that by registering as an Exhibitor with CADAF the Exhibitor agrees to be bound by all terms and conditions of this Agreement and all policies and guidelines incorporated by reference herein.
4.2. The Exhibitor represents that he/she is the creator or owner of the Artworks, or otherwise has all the rights under the copyright on the Artworks to list them at CADAF and that the Artworks have not been the object of a transfer agreement or of an exclusive license agreement between the Exhibitor and a third party.
4.3. The Exhibitor is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law.
4.4. The Exhibitor represents the accuracy of the posted information on all items of the Artworks listed by the Exhibitor, or by New Art on the Exhibitor’s behalf, and that all information in his/her listing is not misleading, either through misstatement or omission.
4.5. The Exhibitor understands and acknowledges that it is his/her responsibility to determine whether sales or use taxes apply to any price displayed by the Exhibitor at CADAF and to collect, report, and remit the correct tax to the appropriate tax authority. New Art is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit, pay or report any sales or use taxes arising from any such sale transaction.
4.6. The Exhibitor warrants that he/she has good and unencumbered title to the Artworks listed at CADAF by Exhibitor (or acts as authorized agent for same) and good and unencumbered title and right to possession to the property of such Artworks will pass to the Buyer at the time of sale.
4.7. The Exhibitor represents and warrants that he/her will deliver the same Artworks showcased in and offered for sale through CADAF as purchased by the Buyer.
4.8. The Exhibitor warrants that disclosure and delivery of any information, goods, documents, software and other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, without limitation, any copyright, trademark, known patent, or trade secret right.
4.9. The Exhibitor acknowledges that all the services provided by New Art may only be used for lawful purposes and in a lawful manner. The Exhibitor will immediately notify New Art if he/she suspects that his/her information or listing data has been compromised.
5. NEW ART REPRESENTATIONS AND WARRANTIES
5.1. New Art does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through CADAF. The Exhibitor acknowledges that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at the Exhibitor’s sole risk. New Art reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the event and/or to take down any content.
5.2. CADAF event and all services provided, including all content, software, functions, materials and information made available on or accessed at the CADAF event is provided on an “as is” “as available” basis without specific representations or warranties of any kind whatsoever express or implied, including without limitation, non-infringement, merchantability or fitness for a particular purpose.
5.3. Neither NEW ART nor its content providers warrant that the functions, features or content contained in CADAF event or services will be uninterrupted, accurate, or error free, that defects will be corrected, or that any other site or the server that makes it available is free of viruses or other harmful components.
5.4. CADAF event is intended for people over the age of 18 at their sole discretion. Certain content may be considered objectionable by individual users.
6. TERM OF AGREEMENT AND TERMINATION
6.1. The Exhibitor can request the item to be taken down by giving a written notice (email is sufficient) to New Art and allow two (2) days for the request to be fulfilled. Compliance of such request by New Art means this Agreement and all obligations herein are terminated.
6.2. New Art shall be entitled to terminate this Agreement in the event that the Exhibitor fails to adhere to the rules and regulations governing CADAF.
6.3. Notwithstanding anything contained in this Agreement, New Art reserves the right, without notice and in our sole discretion, to terminate the Exhibitor’s right to access CADAF or to use the service at any time and for any or no reason. The Exhibitor acknowledges and agrees that New Art shall have no liability or obligation to the Exhibitor in such event and that the Exhibitor will not be entitled to a refund of any amounts that the Exhibitor have already paid to New Art, to the fullest extent permitted by applicable law.
6.4. Neither New Art nor the Exhibitor shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, terrorist act or threat or any other cause beyond its control. It is understood and agreed that in the event of the cancellation of CADAF, or in the event the exhibition is rendered unusable for any reason stated above, then and thereupon this Agreement shall terminate and the Exhibitor hereby waives any claims for damages or compensation should this Agreement be so terminated.
7. INDEMNIFICATION
7.1. The Exhibitor agrees to indemnify, defend and hold harmless New Art and all its officers, directors, owners, agents, employees, content providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, and all fees, costs and expenses of any kind related thereto (including without limitation, attorneys’ fees and settlement amounts) incurred or suffered by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from: (i) the Exhibitor’s use of, or inability to use, New Art’s website or services (including without limitation any claim related to any Artworks listed by the Exhibitor); (ii) any negligence, willful misconduct or any breach of this Agreement and any terms and/or policies incorporated by reference herein (including without limitation, breach of any warranty, covenant or obligation hereunder by the Exhibitor); (iii) the Exhibitor’s violation of any State, Federal, Foreign or International laws, codes or regulations; and (iv) the Exhibitor’s violation of any third party’s rights, including but not limited to, infringement of copyright, violation of any proprietary right or invasion of any privacy rights and (v) any breach or claimed breach of Exhibitor’s representations and warranties herein.
7.2. The Exhibitor agrees to use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim or action.
7.3. The Exhibitor shall not in any event consent to the entry of any judgment or settle any claim, action or other matter without the prior written consent of New Art.
8. GOVERNING LAW
This Agreement, the Exhibitor’s access to and use of the services, and the Exhibitor’s participation in CADAF shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction, that would cause the application of the laws of any other jurisdiction.
9. DISPUTE RESOLUTION
Any dispute between the Parties shall be resolved in the state or federal courts of the City of New York in the State of New York, pursuant to the provision of Section 8.
10. NOTICES AND COMMUNICATIONS
Any notice or communication permitted or required by this Agreement will be deemed effective when delivered via email, with a return confirmation email, pursuant to the following:
● Notices to New Art: New Art Conferences, LLC, Attn: Elena Zavelev, hello@cadaf.art
● Notices to the Exhibitor will be sent to the email Exhibitor provided.
11. INTEGRATION AND SEVERABILITY
11.1. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.
11.2. No amendment or extension of the Agreement will be binding unless in writing and signed by both Parties, pursuant to what is specified in this Agreement.
11.3. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
12. NO PARTNERSHIP
Nothing in this Agreement shall be construed as constituting a partnership between the Exhibitor and New Art nor any of its Affiliates. Both of the Parties will retain all rights to any logos, trademarks and service marks of their respective organizations although the Exhibitor expressly consents to the use and display of such marks, individually and in connection and juxtaposition with each other and the marks of other participating Exhibitor, in connection with the promotion of the post-event publicity or follow-up activities and, of course, with respect to the CADAF event itself. Neither party shall represent that it has any right or authority to bind the other, or create any obligations, express or implied, except as expressly provided in this Agreement.
13. EXECUTION
This Agreement may be executed in any number of physical or electronic counterparts, all of which taken together will constitute a single instrument. Execution and delivery of this Agreement may be evidenced by email transmission.