Terms and conditions for participating artists
1. Artist shall notify SCAD immediately in writing should the status of the work or title to the work change. The Artwork but may be withdrawn from Exhibition/SCAD Art Sales website at any time, and in the sole discretion of the SCAD Art Sales staff, or any other authorized representative of SCAD. SCAD may notify the Artist if any Artwork is withdrawn from Exhibition. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by SCAD, by means of written notification of termination. Artist will have to comply/assist with packing and shipping specifications that provided by SCAD. Artist shall bear the risk of loss of or damage to the Artwork, while in transit. Shipping charges incurred in the delivery of the Artworks to the buyer shall be the responsibility of the buyer.
2. Artist represents and warrants that Artist is the sole and exclusive owner of the Artworks, has the authority to grant all the rights granted to SCAD herein, has obtained any and all necessary licenses or permissions from any other necessary party to grant the rights to SCAD as provided herein, has the full right to sell and transfer title to the Artwork, has good and marketable title to the Artwork, and that the Artwork is now and will at the time of transfer be free of any and all liens, mortgages, security interests or other encumbrances. Artist further represents and warrants that the Artwork is authentic and that the attribution, provenance and description of the Artwork provided to SCAD is accurate and correct, and that the Artwork does not violate the copyright, trademark, privacy, publicity or other common law, statutory and/or intellectual property rights of any third party. Artist hereby indemnifies and holds SCAD, its students, directors, officers, owners, members, managers, shareholders, employees, agents, licensees, assignees, clients, attorneys and representatives harmless from any and all demands, claims, suits, judgments, or other liability including all legal fees and other expenses incurred by SCAD in connection with any claim asserted by any person or entity arising by reason of the Artist’s breach or alleged breach of any representation or warranty herein or in connection with the sale of the Artwork. During the term of this Agreement and thereafter, Artist shall keep confidential and shall not disclose to any third party, except for their respective attorneys, accountants, and/or other representatives/agents with a business need to know, the existence of or terms of this Agreement and/or the terms of any purchase of the Artworks hereunder.
3. Unless Artist expressly requests in writing that SCAD not insure the Artwork, SCAD may, in its sole discretion, provide wall-to-wall insurance coverage for the safekeeping and preservation of the Artwork, such Artwork to be insured for the Artist Price stated on cover page of this Agreement (the “Insurance Value”) but shall not constitute an appraisal or appraised value by SCAD. Notwithstanding anything to the contrary, neither SCAD nor SCAD’s insurer shall be responsible for any damage or loss to the Artwork arising from any inherent flaws in the Artwork, included but not limited to discoloration, bubbling, peeling, wrinkling, deterioration or degradation of any materials used in the Artwork. The Parties acknowledge and agree that SCAD’s policy, if any, referred to above will contain exclusions for loss or damage due to such causes as wear and tear, gradual deterioration, moths, vermin, inherent vice, war, hostilities, insurrection, nuclear reaction or radiation, and for damage resulting from any authorized repairing, restoration or retouching process. Artist agrees that, in the event of any such loss or damage to the Artwork, recovery shall be limited to such amounts, if any, as may be paid by the insurer, and Artist, on behalf of Artist and any other party having title or future title to the Artwork, hereby forever releases SCAD from liability for any and all claims, regardless of whether under statute, common law or otherwise, arising out of such loss or damage to the Artwork. If no amount shall have been specified by Artist, SCAD may insure the Artwork at its own estimated value, in SCAD’s sole discretion; provided, however, that such valuation shall not, for any purpose other than for such insurance, be construed to be an appraisal of the Work by SCAD.
4. UNDER NO CIRCUMSTANCES SHALL SCAD, ITS AFFILIATES, STUDENTS, OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, AGENTS, ATTORNEYS OR REPRESENTATIVES BE LIABLE TO ARTIST FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ACTUAL OR ANTICIPATED REVENUE, PROFITS OR BUSINESS ARISING OUT OF THIS AGREEMENT, FOR ANY REASON INCLUDING BUT NOT LIMITED TO DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
5. Artist shall retain full ownership of the copyright in and to the Art, but, in further consideration of the Purchase Price and for no additional consideration to Artist, Artist irrevocably grants to Purchaser a nonexclusive license in perpetuity to reproduce (subject to the limitation set forth in the following sentence), sell, license, sub-license, distribute, publicly display, create derivative works based on the Art (subject to Artist’s prior written approval) and otherwise use the Art, in whole or in part, in exhibitions, print, digitally on the internet (including, without limitation, on scad.edu, scadartsales.com, and all social media platforms now or hereafter known), and any and all other mediums now known or hereafter devised, for any and all purposes, including to advertise, market and promote Purchaser’s academic programming and SCAD Art Sales opportunities, and the right to use the name, image, likeness, demographic information or other indicia associated with Artist in connection with the same. With respect to Purchaser’s right to reproduce the Art, Purchaser agrees to never make full-size, stand-alone copies of the Art available for sale without Artist’s prior written permission. The failure on the part of Purchaser or any other party to afford credit to Artist shall not be deemed a breach of this Agreement. Artist will provide Purchaser with high-resolution images of the Art upon execution of this Agreement.
6. If the legal ownership of the Artwork should change during the period of this Agreement and if there is any dispute as between the buyer and any other party concerning title of the work, Artist shall be responsible for any and all expenses incurred by SCAD in connection with the change of ownership of the Artwork, including but not limited to SCAD’s attorneys fees.
7. This Agreement represents the entire agreement between SCAD and Artist and is entered into knowingly and voluntarily by the Parties without reliance by Artist on any statement, promise and/or representation (oral or written) not contained herein. The Parties waive any rule of construction that requires ambiguities be construed against the drafter. If any part of this Agreement is held to be illegal, void or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same provision or other provisions hereof. This Agreement shall be governed by the law of the State of Georgia. Any disputes arising hereunder shall be brought in state or federal court in Fulton County, Georgia, and the Parties waive any defenses thereto, including but not limited to that of forum non-conveniens. Amendments to this Agreement must be signed by both SCAD and Artist and attached to this Agreement. Artist has read and understands all of the terms and conditions herein.