Terms & Conditions

1.1 Collectors and Visitors

By accessing our Website, you accept that you are entering into a binding contract with Us, which is governed by the terms and conditions contained herein. Once you register to use Our Website, You establish an "Account", and become a "Collector". As a Collector you will have the option to be a subscriber (i.e. access our monthly rotating collection of content) or purchaser of artwork (i.e. pay a one time fee for the artwork to be accessible to you on demand). In both of these examples you have ("Usage Rights" for the content as defined below. Visitors to Blackdove who do not become Collectors ("Visitors"), but who nevertheless use the Website, acknowledge and agree that they are bound by this Agreement each time they access Blackdove.

1.2 What We Do

We provide a portal to collect, view and display Artwork in a digital format through Our distribution network ("Blackdove Network"), including but not limited to the Website, authorized-third party websites, various end-user interfaces, galleries and exhibition spaces owned or used by Us or Our Customers. We license ("Artwork") from local, national and international artists ("Artists"). You may search and view those Artworks, access Artist profiles and "public" exhibitions by subscribing to any of the Artwork services available. You may use any other services that we generally make available to Visitors. Collectors can, in addition, receive personalized recommendations of Artwork, receive news and other updates from Artists, receive special invitations to events and gallery openings, create and view online collections of Artwork and use any other services that we generally offer to Collectors. Collectors may "purchase" digital Artwork subject to the terms and conditions hereof. We reserve the right to add or delete features as Our website evolves and changes over time. For example, we may introduce a right for Collectors to rent individual Artworks from us, pay a periodic fee for subscription-based access to galleries, and create a secondary marketplace to resell the Artwork to third-party Collectors (collectively, the "Services"). In order to obtain Usage Rights and make private use of Artwork, Collectors must have a registered Blackdove Account.

1.3 Opening Your Account

We may ask You for information about You and each User when you register for Blackdove ("Registrants"). You, as a registrant, must ensure that this information is accurate and current at all times. You, as a registrant, shall not include in Your online identity or Collector Account anything that could potentially infringe anyone's rights or which is intended to confuse, or which is offensive, defamatory or otherwise inappropriate, as determined by Us, in Our sole and absolute discretion. We further reserve the right to change information in a Collector's profile if We deem its offensive, in Our sole and absolute discretion. Collectors agree that they are each responsible for everything which is done on or through Our Website through or in connection with their Account, while logged on as a Collector to Our Website, or through their e-mail address(es). Collectors must ensure that the e-mail address we have on file is kept up-to-date and that you have full access to it. By using the Website you expressly consent to electronic communications. Please note that all important and legal notifications from Us will be sent by electronic communication. In order to create a Collector Account, you certify that you are at least eighteen (18) years of age or are a legally formed and existing legal entity with the requisite authority and power to enter into this Agreement.

1.4 What Do Our Collectors Purchase

Subject to the restrictions contained in the following Paragraph hereof, when a Collector "purchases" Artwork, a Collector either pays a one time purchase price for a specific Artwork and obtains a limited, non-exclusive perpetual right to use that Artwork subject to the terms and conditions herein("Usage Rights") or enters into a Subscription of Artwork with Usage Rights which expire after a period of time as set forth in the terms and conditions of each Subscription. Usage Rights are obtained once we place the purchased Artwork and its Certificate of Authenticity, the name of the Artwork, the Artist's name and the Collector's name, in the digital storage file that We allocate to the relevant Collector's Account on our Website (your, "Private Gallery"). Usage Rights grant each Collector a perpetual, limited license to (i) access, use and display the Artwork in its Private Gallery and (ii) display the Artwork's Certificate of Authenticity on up to five (5) devices owned or controlled by the Collector that is capable of doing so. The method of using, displaying or accessing each Artwork will vary according to the nature of the Artwork in question.

1.5 Conditions of Purchase

The purchase of an Artwork, and thus the Collector's Usage Rights, are conditional upon the Collector's payment to us of the price payable to us for that Artwork (and any applicable sales tax thereon). A Collector's Usage Rights do not permit the Collector and each Collector agrees not to, directly or indirectly, authorize, permit or be involved in (a) printing or creating any other physical representation of an Artwork, (b) projecting the Artwork so that it is viewable other than directly on the screen of the Collector's device except in the context of personal and domestic use (c) distributing or transmitting Artwork to third parties, or making it available for the use of others (including, but not limited to internet or file transmissions), or (d) exhibiting, distributing, re-selling, licensing or otherwise commercially exploiting the Artwork or (c) using the Artwork in a way which limits Artist's rights on it or in whatsoever way that is not permitted under the Law of Copyright or this Agreement. Usage Rights are to be enjoyed only on or through devices that are owned or controlled by the Collector. Artwork may not be compatible with all devices, operating systems and media. Collectors must ensure that the purchased Artwork is compatible with the devices, operating systems and media used by the Collector (whether the Collector is the subscribing or purchasing Collector or someone else) before purchasing it by consulting our Frequently Asked Questions. Any problem arising from the compatibility of the Artwork with any devices, operating systems or media after the purchase is solely Your responsibility.

We have the right to include invisible digital watermarking or other coding in Artwork in order to enable the linking of an Artwork to its Certificate of Authenticity and to track potential infringements of an Artist's rights.

You acknowledge that the purchase or subscription price of an Artwork may vary from time to time and may be changed in Our sole discretion based on the number of pieces sold, popularity of an Artist and other factors that We may take under consideration. We expressly reserve the right to discontinue the purchase or subscription of an Artwork at any time. Such termination of purchase or subscription shall not affect a Collector's Usage Rights, but shall mean only that it shall no longer be available for further purchase or subscription on the Website.

1.6 How We Operate

We expressly reserve the right to withdraw or modify all or part the Services we offer where we have legal or commercial reasons to do so. There may also be times when the operation of Our Website is adversely affected, or becomes inaccessible as a result of technical difficulties experienced by Our Network, on the Internet or other communications networks, or other factors that are beyond our reasonable control. We cannot and do not guarantee continuous, uninterrupted or secure access to our Website or any of the material or Artwork that appears on it. If we are conducting a period of planned unavailability of Our Website, we will inform Customers and Artists of this by a notice that appears on one or more parts of our Website. Furthermore, for security or other reasons, we may require Artist or Collectors change their password or other information in their Account. You are solely responsible for maintaining the confidentiality of your password, login credentials and any additional identifying information.

1.7 Collector Content

When using a Collector's Account ("Collector Content"), no ownership or rights are transferred to Blackdove for works uploaded to the platform nor is Blackdove responsible for the management or storage of the Collector Content. Collector shall maintain storage of the original files on an ongoing basis as the solely responsible party.

We are not responsible for Collector Content. We only provide the technical means, and a venue, for Collector Content to be accessed. we do not pre-screen Collector Content. Even though Collectors are prohibited from doing so, some may provide information, or otherwise behave, in a way that is unreliable, illegal, or in breach of a Collector's obligations under this Agreement. 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 Us, our agents, directors, officers, shareholders and employees from all liability arising out of or in connection with any Collector Content. You must not assume that the import or export, or the advertising, offering, purchase or sale, of any Artwork or other product complies with applicable law or regulation by reason of it appearing on Our Website. We do not have any responsibility or liability for the deletion of, or any failure to store or deliver, Collector Content. We may set limits on the volumes of specific types of Collector Content that you may send, post, store, or receive through Our Website, and reserve the right to delete Collector Content that exceeds such limit(s) in our reasonable discretion without any liability whatsoever. It is your responsibility to check Our Website as to what such limits are permissible at any given time.

1.8 Artist Copyrights

You expressly acknowledge and agree that the artist who created the Artwork continues to own the copyright in it, and has asserted its legal and moral right to be identified as the author of the Artwork. Collectors obtain only Usage Rights as described above The terms and conditions under which We license Artwork from Artists are governed by the terms of a licensing agreement entered into with Artist.

1.9 Our Privacy Policy

You expressly consent to our Privacy Policy, which governs all users of Our Services and Website, including Artists, Visitors and Collectors. If you do not wish your personal data to be handled in accordance with our Privacy Policy, then you must not use our Website or our Services. Given the global nature of the World Wide Web, please note that a posting on Our Website may be accessible to internet users around the world. Collectors shall not use the Services for the purpose of sending of any unsolicited messages, or to harvest or otherwise collect information about Collectors, including email addresses, without their express, written consent. No Collector shall use any information regarding other Collectors that is accessible through the Services except as expressly permitted by this Agreement.

1.10 Third Party and Additional Services

Our website may contain links to or advertisements for other sites, services or products ("Third Party Products"). Third Party Products are provided solely as a convenience to you and may contain materials which you find offensive, objectionable, unlawful or inaccurate. Such third party sites are governed by their own terms of use and privacy policies which may differ from this Agreement or those of Our Website. The inclusion of links to Third Party Products does not indicate that we endorse those products or services. We are not responsible for examining or evaluating the content of third party sites.

We, our affiliates or contracted third parties may also offer new, updated or additional services ("Additional Services") through Our website from time to time. Your use of those Additional Services will be governed by this Agreement but may also be subject to additional terms and conditions, which will be posted from time to time and which Collectors must comply with. By continuing to use Our website, you expressly consent to any additional terms and conditions associated with the Additional Services.

1.11 Suspension of Accounts

We reserve the right at any time and without notice (a) to suspend or terminate your ability to access Our Website, or your use of all of part of the Services, (c) to remove from access via Blackdove any Collector Content associated with a Collector or its Account, (d) to warn Collectors and other users of Our Website against interacting with a particular Collector, and/or (e) to take technical and legal steps to stop any Collectors from using it if they appear to us to be in breach of any provision of this Agreement. 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 Our Website that appears to violate any provision of this Agreement, please contact Us. We rely on Our Collectors, Visitors and Artists to alert us to infringing content and other undesirable or illicit activity. Until we discover the presence of such activities we are not liable for their presence on Our website.

In addition to the other rights of suspension specified in this Agreement, We are entitled to suspend all or part of Our Services, or the availability of Artwork or other content associated with you, at any time if We are obligated or advised to comply with an order, instruction or request of any governmental agency, court or other competent authority, or if We are advised by counsel that such suspension would protect Our website, an Artist or a Collector, where applicable.

1.12 Limits on Our Liability

We agree to use reasonable care to provide our Services in accordance with this Agreement. The foregoing notwithstanding, all Services provided by Us are provided on an "AS IS, WHERE IS" basis. We do not provide any warranties of merchantability or fitness for a particular purpose and shall have no obligation, duty or liability whatsoever in contract, tort, including but not limited to negligence, breach of statutory duty and any other tort, or otherwise, unless expressly provided in this Agreement. we shall have no liability other than for direct loss or damage, whether in contract, tort including but not limited to 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.

In the event that an Artwork is required to be removed from Our Website or Gallery for any reason, including but not limited to an order, judgment from any applicable governing agency court or other competent authority or, if in the opinion of counsel, it is necessary or desirable for Us to do so, such that a Collector may not longer exercise its Usage Rights, you expressly acknowledge and agree that Our aggregate liability to a Collector shall never exceed the purchase price paid for the Artwork, the foregoing being a Collector's sole and exclusive remedy against Us.

We, Our agents, directors, officers, shareholders, employees and subcontractors will not be liable to a Collector, Visitor or any third party, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise (i) for any loss of revenue, data, business, anticipated savings, profits, opportunity, goodwill or reputation, or for any business interruption; or (ii) for any indirect, special or consequential loss damage, costs or other claims, howsoever caused or arising of this Agreement.

Notwithstanding anything contained herein to the contrary, 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 shall not be liable for any failure to perform our obligations under this Agreement caused by matters beyond our reasonable control. The provisions of this Paragraph shall survive the expiration or earlier termination of this Agreement.

NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY, WE SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (i) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES PROVIDED HEREIN.

1.13 Indemnities

To the fullest extent permitted by law, you shall indemnify and hold Us harmless together with our officers, directors, shareholders, employees, contractors, attorneys, agents and representatives from and against all claims, damages, losses and expenses of any kind including but not limited to attorney's fees, arising out of or resulting from your performance or obligations under this Agreement caused in whole or in part by an negligent act or omission, including but not limited to any violation of the terms of this Agreement. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity, which would otherwise exist as to any party or person, described herein. You further covenant to pay, in advance, for any and all expenses or disbursements of any nature (including all attorneys' fees and costs) incurred by Us or our representatives for any loss or damage suffered as a result of or in connection to, any claims, judgments, proceedings or claim is established against it by any person in connection with anything done to fulfill the purposes and obligations under this Agreement or in the event any party brings an action against Us based on your performance under this Agreement.

1.14 International Use of Blackdove

Collectors must ensure that they comply with any and all applicable laws, including as to Collector Content as well as the Artwork that may be viewed, purchased and displayed through Our website. Usage Rights may be prohibited or restricted in your jurisdiction. It is the sole responsibility of each Collector to determine the legality of such Usage Rights in its jurisdiction. Nothing contained herein shall cause Us to be liable in an event a Collector violates laws in effect in their jurisdiction.

1.15 Assignment of This Agreement

We reserve the right to assign this Agreement and to assign or subcontract any or all of our rights and obligations under this Agreement, but will do so only where the Assignee assumes all of Our obligations under this Agreement. Upon the assignee's execution of a covenant directly with the Collector to perform Our obligations under this Agreement, you agree that We shall thereupon be released from such obligations and there shall be deemed to be a renewal of this Agreement, on identical terms and conditions, between you and such assignee. You may not, without the express, prior written consent of Us, assign or dispose of this Agreement or any of its rights and obligations hereunder.

1.16 Changes to These Terms & Conditions

We reserve the right to change this Agreement from time to time, and post the new version on Our Website. The new version of this Agreement will take effect on the date falling thirty (30) calendar days after the date of such posting (or such later date as we indicate in the relevant posting), unless any of the changes relates to a provision of this Agreement which substantially change your rights or obligations and you do not wish to be governed by the new version of this Agreement, you may send Us a Termination Notice and cease to use Our website. We shall not have any liability to you in such an event.

1.17 Miscellaneous

The expiration or termination of this Agreement shall not affect those provisions, and the rights and obligations therein, set forth in this Agreement which either, by their terms state, or evidence the intent of the parties, that the provisions survive the expiration or termination of the Agreement, or must, in fact, survive to give effect to the provisions of this Agreement.

During the term of this Agreement, We shall keep accurate books of account and records covering all transactions relating to this Agreement and the Subscription or Sale of the Artwork at its principal place of business for not less than three (3) years after the expiration or earlier termination of this Agreement.

This Agreement shall not render you an employee, partner, independent contractor, or joint venturer with Us for any purpose. Nothing in this Agreement shall serve to cause either party to be liable for the acts or omissions of the other party as to any matter other than those specifically set forth herein.

This Agreement and all questions of interpretation, construction and enforcement hereof, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the State of Florida. In the event of a dispute between the Parties regarding the terms of this Agreement, prior to initiating any cause of action, the Parties hereby agree to submit any dispute to binding mediation. The venue for any legal proceedings shall be in Miami-Dade County, Florida.

In the event any term or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be valid and shall remain in full force and effect.

This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto. This Agreement embodies the entire agreement between the parties hereto and supersedes any and all prior agreements and understandings, written or oral, formal or informal. No modifications or amendments to this Agreement, of any kind whatsoever, shall be made or claimed by any party hereto, and no notices of extension, change, modification or amendment made or claimed by any party hereto shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by the party against whom enforcement is sought.

Captions and Paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof.

In the event of any dispute or litigation between the parties of this Agreement relating to or arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs at the pretrial, trial and appellate levels.

The Parties hereto agree to take all such action as may be reasonably required by any party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein.

In giving meaning to this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and the use of any gender shall be held to include every other and all genders.

The Parties mutually represent and warrant that they have full power and authority to negotiate, execute and perform the terms and provisions of this Agreement.

The Parties hereto acknowledge and agree that each is foregoing certain rights and assuming certain duties and obligations, which, but for this Agreement, would not have been foregone or assumed. Accordingly, the Parties agree that this Agreement is fully and adequately supported by consideration and is fair and reasonable in all of its terms.

No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party to be charged.

2.1 What We Do

Blackdove provides internet and gallery-based art services (our "Services") to art collectors (our "Customers" or "Collectors") by storing, transmitting, distributing and displaying digital audio and video content (your "Artwork") through our distribution network (our "Network"), including but not limited to the Website, certain authorized-third party websites, various end- user interfaces and exhibition spaces owned or used by our Customers. For purposes of this Agreement, our Services include granting our Customer's Usage Rights, hereinafter defined, to receive and display your Artwork; the provision of cloud-based, web-based, mobile and wireless artwork displays and; the sale of hardware which can be used to acquire, store, transmit and display your Artwork by our Customers.

2.2 How We Operate

In consideration of the Royalties paid to you (defined below), you hereby grant us the worldwide, non-exclusive right (together with the worldwide non-exclusive right to license others to exercise all or any of such rights) in relation to each Artwork submitted by you, a license to use, distribute, transmit and publish your Artwork. This license extends to publication by electronic and digital means (whether used now or developed in the future) and may include without limitation: (i) digital, optical and magnetic information storage and retrieval systems, (iii) systems by which the Artwork may be accessed by means of wired or wireless communication system(s); and (iii) any other device, medium, format, system, means or method whether used now or developed in the future, (collectively, the "Rights"). When you submit Artwork to us, the Rights you grant to Blackdove include the rights:

1. to Commercialize and Sell your Artwork (see below);
2. to grant sub-licenses to Agents and Galleries of the right to Commercialize your Artwork;
3. to do and authorize others to perform our Services or undertake any of the Rights granted to us in this Agreement;
4. to store, transmit and display the Artwork through our Network;
5. to grant Usage Rights to our Customers on such terms and conditions as are contained herein and the Collector Terms & Conditions;
6. to display and transmit your Artwork individually or in collection with other artwork;
7. to publicize and promote your Artwork through advertising and promotional materials, including but not limited to brochures, websites and other media;
8. to use any trademarks, service marks, trade names or copyrights incorporated in the Artwork or associated with you for the purposes of providing the Services to our Customers as well as the marketing and promotion of our Services;
9. to use the name, image and likeness of any other Artist, producer or individual whose performances are embedded in or embodied in your Artwork; and
10. to modify the medium and format in which your Artwork is stored, transmitted and/or displayed for the purpose of delivering content to our Customers.

2.3 Commercialization and Sale

As set forth above, the Sale and/or Commercialization of your Artwork may include, but shall not be limited to:

1. the sale of your Artwork through our Website to Customers by means of granting Usage Rights, which terms and conditions shall be governed by the Collector Terms & Conditions, incorporated herein by reference ("Sale");
2. the display of your Artwork in Galleries for re-sale to Collectors;
3. providing Customers with the right to access and use the Artwork (together with other works) on a periodic subscription basis ("Subscriptions");
4. the ability to rent or lease your Artwork to our Customers ("Rentals"); and
5. the right to license your Artwork to use, display, distribute, transmit and communicate to the public your Artwork in combination with other artists' works or as an individual Artwork.

2.4 What Do Our Collectors Purchase

When a Customer makes a purchase of your Artwork, the Customer purchases a limited, non-exclusive, perpetual license to use the Artwork on the terms contained in the Collector Terms & Conditions (the "Usage Rights"). When a Customer obtains Usage Rights, we authorize that Customer, using digital technology, the rights to access your Artwork in their Private Collection, hereinafter defined, through our Network. Usage Rights, as defined in our Collector Terms & Conditions, entitle a Customer to access and use the Artwork in its Private Collection. The method of using, displaying or accessing each Artwork will vary according to the nature of the Artwork in question.

As set forth in the Collector Terms & Conditions, a Customer's Usage Rights do not permit the Customer, and each Customer agrees not, directly or indirectly, to, authorize, permit or be involved in (a) printing or creating any other physical representation of your Artwork, (b) projecting your Artwork so that it is viewable other than directly on the screen of the Customer's device, except in the context of the personal exhibition of the Artwork, (c) distributing or transmitting Artwork, or making it available (including through the internet) to any third party or (d) exhibiting or otherwise commercially exploiting your Artwork.

Usage Rights are to be enjoyed only on or through hardware devices that are owned or controlled by the Customer, which devices may be provided by us or the Customer. Personal and Commercial Accounts, as defined in the Collector Terms & Conditions may be subject to varying Usage Rights, including the right to display your Artwork on multiple devices. Artwork may not be compatible with all devices, operating systems and media. Collectors are encouraged to ensure that any purchased Artwork is compatible with their own devices, operating systems and media used before purchasing it by consulting our Frequently Asked Questions. As the technology becomes available to Blackdove, we shall include an invisible digital watermark or other coding in the Artwork in order to enable the linking of an individual Artwork to track potential infringements of our or your rights.

2.5 Term and Termination

In respect to each Artwork submitted by you, you are granting Blackdove the Rights ongoing while you have published the Artwork from the Artist Portal. The expiration or termination of this Agreement does not affect our Customer's Usage Rights pursuant to the Collector Terms and Conditions or any accrued monetary obligation owed to you or us. Therefore, if a Customer has purchased your artwork, Blackdove will maintain the ability for that Customer to play your artwork in perpetuity. However, when unpublished, no further sales will be authorized on the platform.

We may terminate this Agreement or otherwise withdraw your Artwork from our Galleries or cease further Commercialization of your Artwork upon five (5) days prior written notice to you in the event that you breach any term of this Agreement and fail to cure such breach within five (5) days of receipt of notice of such breach. We may elect to terminate this Agreement in the event you file bankruptcy, are declared insolvent or cease to carry on your business.

You may terminate this Agreement in the event that we fail to pay you any undisputed Royalties due hereunder and we fail to remedy such outstanding payment within forty-five (45) days of a written request to do so. You may further terminate this Agreement in the event we commit a material breach of our obligations under this Agreement and fail to remedy such breach within thirty (30) days of the date of receipt of notice of such material breach. This Agreement shall automatically terminate in the event we file bankruptcy, are declared insolvent or cease to carry on our business.

2.6 Submitting Your Artwork

Prior to submitting your Artwork and for more information regarding format requirements, please read our Frequently Asked Questions. Files must be submitted through your Account, hereinafter defined, in 4K H265 or HD H264 in .mp4 output format. In the event your Artwork is no longer supported by our Network due to changing screen requirements, we may cease further Sale and Commercialization of your Artwork if you are unable to provide a substitute which is compatible with our Network.

2.7 Your Copyright

You retain the copyright in each Artwork you submit to us and assert to us your moral right to be identified as the author of each Artwork ("Copyright") in accordance with the U.S. Copyright Act, 17 U.S.C. §§ 101-1101 ("Copyright Act"). In connection with each Sale and Commercialization of each Artwork, we provide our Customers with a Certificate of Authenticity bearing your name, and will include your name prominently on our Website, Application and Galleries through which your Artwork is offered for Sale and in all accompanying Certificates of Authenticity.

The foregoing notwithstanding, you expressly acknowledge and agree that we may: (a) use copies of your Artwork; (b) aggregate copies of one or more of your Artworks with one another or with the works of other artists exhibiting in our Galleries; and (c) overlay text on copies of your Artworks online and for offline printed materials, in each case for promotional purposes and without being required to name you as the artist.

Please be advised that you may not sell, transfer, hypothecate or otherwise transfer your ownership of the Copyright in your Artwork without our express, prior written consent. You expressly acknowledge and agree that, should the Copyright in any Artwork be transferred by you to any third party, whether voluntarily or by operation of law, this Agreement shall be binding on such third party transferee. Nothing contained herein shall be deemed to relieve you of your obligations under this Agreement in the event of such Copyright transfer.

2.8 Your Compensation

For each Commercialization of your Artwork, we shall pay you a royalty calculated as a percentage of the Net Revenues, hereinafter defined, on the relevant Commercialization (the "Royalty" or collectively, "Royalties). Royalties are calculated based on the purchase or rental price of your Artwork on the date on which your Artwork is sold or rented to a Customer. Royalty rates are as follows:

1. Sale/License of the Artwork made through the technology platform; distribute Eighty Percent (80%) of Net Revenues ("total revenues reduced by credit card, Apple, or Google fees") to Artists or the then current rights owner of the commercial rights for the Artwork.
2. Subscription royalties are distributed to Artists at Fifty Percent (50%) of the Net Revenue earned by the Company on a pro-rata basis based on the number of artwork plays divided by the total plays. Artwork rotations may be determined at our sole and absolute discretion.
3. Fifty (50%) Percent of Net Revenues for Artworks sold in a Gallery or by a person.

For the purposes of calculating Royalties, "Net Revenues" shall be deemed to mean the amounts actually received from our Customers for a particular Artwork, net of all relevant deductions including, which shall be limited to the following:

1. sales tax and other value-added tax;
2. bank fees;
3. charge-backs and returns;
4. any sums paid or repaid to Customers in connection with a Sale or Rental;
5. any revenue share or commission paid or payable to distributors, licensees or others involved in the Commercialization of an Artwork, such as Agents and Galleries, if previously agreed by you;
6. any previously agreed upon sales commission (not to exceed seven and one-half percent (7.5%) of the Sale price of the Artwork);
7. any costs and fees charged to us which should have otherwise been charged to you, including but not limited to legal costs and fees incurred with a defense of you or your Artwork, prosecution of infringement or breach of this Agreement; and
8. any fees paid to distribution services such as Apple, Android, LG, Google, Samsung, Vizio or others for use of their platform.

We provide an online portal for you to view your sales and provide a email form to request ACH transfer to your bank account for amounts owed. Ongoing we will provide an automated payment process that does not require the email functionality.

You or your representatives shall be entitled to audit our books and records with respect to the Artwork upon not less than thirty (30) days prior written notice to us, but not more frequently than annually nor more than once with respect to any statement rendered hereunder. You shall not have the right to examine any books and records relating to our business generally, or with respect to the artwork of any other party. Any such inspections shall be made during normal business hours at our regular place of business and shall be conducted at your expense. Notwithstanding the foregoing, in the event that the audit proves that the statement (which statement is the subject of said audit) underreported the income due and payable to you pursuant to this Agreement by an amount greater than ten percent (10%) of the total sum due and payable to you, we shall reimburse you for the cost of said audit and shall remit to you any additional sums due and owing.

2.9 How Your Artwork Is Priced

As soon as your Artwork has been approved for Sale, it will go on sale at a price determined by us, subject to your prior approval. We may suggest modifications or discounts to the purchase or rental price of your Artwork from time to time. We agree to use all commercially reasonable efforts to Sell and/or Commercialize your Artwork, which efforts may include featuring, promoting and, if necessary, discounting the purchase price of your Artwork (in an amount not to exceed twenty percent (20%) of the Sale price of the Artwork). In the event you dispute the purchase or rental price of your Artwork, you must submit to us a notice in writing. We shall work in good faith to comply with all reasonable requests made by you, but acknowledge and agree that nothing contained herein shall require us to modify or otherwise alter, raise or lower the purchase or rental price of an Artwork.

2.10 Foreign Payments and Taxes

Royalties based on Net Revenues in any foreign country are payable to you in the United States in U.S. dollars calculated using the foreign exchange rate, as published by the Wall Street Journal, in effect for such foreign currency on the last business day of each calendar quarter for which a report is required. Where Royalties are due for Net Revenues in a country where, for reasons of currency, tax or other regulations, transfer of foreign currency out of such country is prohibited, we have the right to place your Royalties in a bank account, for example, by Automated Clearing House (ACH) credit or wire transfer, in your name and under your control, provided, however, that the bank selected is acceptable to you and that we inform you of the location, account number, amount and currency of money deposited therein. Any and all bank fees shall be borne by you. After you have been so notified, those monies shall be considered as Royalties duly paid to you, and will be completely controlled by you, and we will have no further responsibility or rights with respect to such deposits.

All foreign taxes on Royalty payments imposed upon or required to be withheld by us, our affiliates or sublicensees, shall be deducted from such payments, and evidence of such foreign taxes shall be delivered to you as part of its periodic Royalty reports. We agree, however, to assist you in recovering or preventing the levy or withholding of any such taxes, provided that we shall be reimbursed for our out-of-pocket expenses incurred in rendering any such assistance.

2.11 Representations and Warranties

By submitting Artwork to Blackdove, you hereby warrant and represent to us that:

1. you are the sole owner of the Rights and have full power to enter into this Agreement and to grant all Rights set forth in this Agreement;
2. you are exclusively entitled to give all warranties, indemnities, assurances, confirmations, waivers and agreements set out in this Agreement to enable us to exploit each Artwork without making any payment other than as expressly set forth in herein;
3. you are the sole author of your Artwork, which Artwork is "original" to you within the meaning of the Copyright Act;
4. you are providing us with the highest quality (including highest resolution) version of your Artwork and that, until its withdrawal from Sale pursuant to the terms hereof, it will continue to be the highest quality version of your Artwork;
5. your Artwork, to the best of your knowledge, 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 on 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;
6. your Artwork, to the best of your knowledge, 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.

We warrant and represents to you that:

1. We are a duly organized, validly existing and in good standing corporation under Delaware law. We have the power and right to enter into and perform this Agreement and the transactions contemplated hereunder;
2. This Agreement is a valid, legal and binding obligation of us;
3. This Agreement does not conflict with (i) any existing law or regulation or judicial order; its articles of incorporation; or (iii) any other agreement;
4. All authorizations, consent, approvals which are required have been or will be obtained;

2.12 Indemnities

You agree to indemnify on demand and hold Blackdove, our shareholders, officers, directors, agents and affiliates, 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 counsel, after consultation with you, if possible, 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 material breach of any of the warranties and representations hereof or above or out of any claim by a third party based on any facts, which if substantiated, would constitute such a material breach or out of any non-performance by you of any of your obligations under this Agreement.

You agree to assume the defense of, and to indemnify and hold us, our subsidiaries, affiliates, franchisees, licensees, successors and assigns harmless from any and all liabilities, damages, claims, judgments, awards, fines, penalties, or other payments (including reasonable counsel fees), which may be incurred by any or all of them arising out of any claims or suits which may be brought or made against us or those in privity with us for injuries resulting from our Commercialization, Sale, marketing, distribution of or use of your Artwork, including those arising from claims involving copyright, patent, trademark, or software, or out of any breach by you of any provisions of this Agreement, provided that we shall give prompt notice and reasonable cooperation and assistance to you relative to any such claim or suit brought to its attention and provided it is not the result of our negligent, intentional or willful misconduct. This provision shall survive the termination or expiration of this Agreement.

We agree to indemnify on demand and hold you, your shareholders, officers, directors, agents and affiliates, harmless from and against all actions, claims, liabilities, proceedings, costs and damages (including any damages or compensation paid by you on the advice of your legal counsel, after consultation with us, if possible, 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 material breach of any of our warranties and representations hereof or above or out of any claim by a third party based on any facts, which if substantiated, would constitute such a material breach or out of any non-performance by us of any of our obligations under this Agreement.

2.13 Protection and Defense of the Artwork

You agree to protect and defend the Artwork at your own cost and expense provided such infringement is not the result of our negligence, intentional or willful misconduct. By submitting Artwork to Blackdove, you agree to indemnify and hold us harmless from claims, liabilities and damages related to your Artwork as properly used by us pursuant to this Agreement. You agree to advise Blackdove in writing of any potentially infringing uses of your Artwork by others in addition to any suits brought, or claims made, against you involving the Artwork. Blackdove will cooperate with you in the defense and protection of the Property and shall promptly advise you in writing of any potentially infringing uses by others in addition to any suits brought, or claims made, against us involving your Artwork. In the event we are required to take any action on your behalf to protect the Artwork or incur any expense on your behalf, you shall promptly reimburse us for all costs and expenses related thereto provided we have received your prior written approval. We may elect to withhold Royalties if any sum due and owing to us by you relating to the protection and defense of your Artwork remains unpaid. Should we take any action on behalf of you in furtherance of the protection of your Artwork, us or our Customers, you shall cooperate fully with us in the defense and protection of your Artwork. In such an event, all proceeds received from the prosecution or defense of such actions shall inure solely to your benefit subject to our right to reimbursement.

2.14 Compliance With Our Terms

We will use all commercially reasonable methods to record Sales of the Artwork and to ensure that our Customers agree to the Collector Terms & Conditions. Although our Customers are prohibited from doing so thereunder, some may behave, in a way that is unreliable, illegal, or in breach of a Customer's obligations under the Collector Terms & Conditions (which may include, without limitation, breaching their obligations concerning Artwork they have purchased). Accordingly, you expressly acknowledge and agree that we are not responsible for our Customer's behavior, including in relation to your Artwork or for content posted to our Website by Customers. We shall not be held responsible for (and, for the avoidance of doubt, Royalties shall not be payable in relation to) any unauthorized copying, distribution, transmission or sale of Artworks that may occur, despite the prohibition thereof under our Collector Terms & Conditions. To the extent permitted under all applicable law, you hereby release us, our agents, directors, officers, shareholders and employees from all liability arising out of or in connection with any Customer's behavior or content, provided such liability is not the result of our negligent, intentional or willful misconduct.

2.15 Limits on Liability

We agree to use reasonable care to provide our Services in accordance with this Agreement. The foregoing notwithstanding, all Services provided by us are provided on an "AS IS, WHERE IS" basis. We do not provide any warranties of merchantability or fitness for a particular purpose and 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 this Agreement.

Neither party shall have 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 with respect to third party claims that are not the result of that party's negligent, intentional or willful misconduct. Either party's aggregate liability during any successive period of twelve (12) months, the first of which shall be deemed to begin on the date when you submit your Artwork (each a "Year"), shall be limited to the amount of any Royalty payable to you, if any, under this Agreement during any applicable Year, in connection with third party claims that are not the result of the liable party's negligent, intentional or willful misconduct.

Neither party's , agents, directors, officers, shareholders, employees and subcontractors will be liable to the other party or any third party, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise (i) for any loss of revenue, data, business, anticipated savings, profits, opportunity, goodwill or reputation, or for any business interruption; or (ii) for any indirect, special or consequential loss damage, costs or other claims, howsoever caused or arising, in connection with any third party claims that are not the result of that party's negligent, intentional or willful misconduct.

Notwithstanding anything contained herein to the contrary, all representations, warranties, conditions and other terms, unless expressly stated herein, are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law. Neither party will be liable for any failure to perform its obligations under this Agreement caused by matters beyond its reasonable control. The provisions of this Paragraph shall survive the termination or expiry of this Agreement.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (i) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS NOT THE RESULT OF THAT PARTY'S NEGLIGENT, INTENTIONAL OR WILLFUL MISCONDUCT. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES PROVIDED HEREIN.

2.16 Our Privacy Policy

You expressly consent to our Privacy Policy, which governs all users of our Services and Website. Given the global nature of the World Wide Web, content which appears on our Network, including you profile and your Artwork, may be accessible to internet users around the world. You agree not to use our Website or our Network in connection with the sending of any unsolicited messages, or to harvest or otherwise collect information about Customers, including e-mail addresses, without their express consent.

2.17 Confidentiality

The Parties agree that all information received from the other party must be held in strict confidence, used only for the purposes of this Agreement, and not disclosed by the other party, its agents or employees without the other party's prior written consent, unless such information (i) was in the public at the time of disclosure, (ii) later became part of the public domain through no act or omission of the recipient party, its employees agents, successors, or assigns, (iii) was lawfully disclosed to the recipient party by a third party having the right to disclose it, or (iv) was already known by the recipient at the time of disclosure. Each party's obligation of confidentiality shall be fulfilled with the same degree of care as it uses to protect its own confidential information. This obligation exists during this Agreement and for five (5) years thereafter. Nothing contained herein shall prevent either party, its affiliates or its sublicensees from disclosing information to the extent such information is required to be disclosed (i) in connection with the securing of necessary governmental authorization for it, its affiliates' or sublicensees, (ii) for its purpose, its affiliates, or sublicensees, compliance with governmental regulations or (iii) for the purpose of sublicensing, commercializing or selling of the Artwork.

2.18 Changes to These Terms & Conditions

With respect to terms which will not adversely affect you, we reserve the right to change this Agreement from time to time, and post the new version on our Website. Artists will be notified through their Accounts or by e-mail as to changes to these Terms & Conditions. The new version of this Agreement will take effect on the date falling thirty (30) calendar days after the date of such posting (or such later date as we indicate in the relevant posting), if any of the changes is to an operative provision of this Agreement 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.blackdove.com) that you use to access our Website, or (ii) the refinement of provisions that are already included or referred to in this Agreement. In either case, if you do not wish to be governed by the new version of this Agreement, you must send us a Termination Notice and immediately cease to use our Website. We shall not have any liability to you in such an event and your cessation of use of our Website will not limit or qualify and of our Customers' rights (including Usage Rights) with respect to your Artwork purchased prior to the effective date of termination of the grant of Rights, nor the agreements contained herein for Commercialization of your Artworks prior to the effective date of termination.

2.19 Temporary Suspension of Services

In addition to the other rights of suspension specified in this Agreement, we are entitled to suspend provision of all or part of our Services, or the availability of Artwork or other content associated with you, at any time if we are obligated or advised to comply with an order, instruction or request of any governmental agency, court or other competent authority, or if we are advised by counsel that such suspension would protect us or you, where applicable.

We expressly reserve the right to withdraw or modify all or part the Services we offer, including the availability of Artwork, where we have legal or commercial reasons to do so. There may also be times when our Website's or Network's operation 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 our Website or any of the material (including all Artwork) that appears on it. If we are conducting a period of planned unavailability of our Website, we will inform Customers and you of this by a notice that appears on one or more parts of our Website. Furthermore, for security or other reasons, we may require you or our Customers to change their password or other information, which facilitates access to our Website. You are solely responsible for maintaining the confidentiality of your password, login credentials and any additional identifying information.

2.20 Assignment of This Agreement

We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement (including, without limitation, the Rights), but will not do so in such a way as to reduce any guarantees you are given under this Agreement. Upon the assignee's execution of a covenant directly with you to perform our obligations under this Agreement, unless a notice has been provided within thirty (30) days post assignment objecting to any modifications in obligations, you agree that we shall be released from all obligations hereunder and that this Agreement shall renew (on identical terms and conditions) between you and such assignee. You may not, without the express, prior written consent of us, assign or dispose of this Agreement or any of your rights and obligations hereunder, except to an affiliate or a subsidiary.

2.21 Miscellaneous

The expiration or termination of this Agreement shall not affect those provisions, and the rights and obligations therein, set forth in this Agreement which either by their terms state, or evidence the intent of the parties, that the provisions survive the expiration or termination of the Agreement, or must, in fact, survive to give effect to the provisions of this Agreement.

During the term of this Agreement, we shall keep accurate books of account and records covering all transactions relating to this Agreement and the Sale or Commercialization of the Artwork at its principal place of business for not less than three (3) years after the expiration or earlier termination of this Agreement.

We may designate any number of agents and/or distributors to utilize the Artwork and provide the Services. We may assign the rights granted hereunder to its agents and/or distributors in any manner consistent with the terms of this Agreement.

This Agreement shall not render you an employee, partner, independent contractor, or joint venturer with us for any purpose. Nothing in this Agreement shall serve to cause either party to be liable for the acts or omissions of the other party as to any matter other than those specifically set forth herein. You shall pay and discharge, or cause to be paid and discharged as and when the same become due, all taxes, levies, assessments, governmental charges, fines and penalties of any nature whatsoever lawfully imposed in connection with your activities hereunder and any income derived therefrom.

For the avoidance of doubt, the term "us" as used in this Agreement shall mean without limitation, our affiliates, subsidiaries and assignees.

If a third party contacts us in relation to your Artwork or a transaction associated with you, or any related activity or communication, then you agree (a) to provide all reasonable information and assistance that 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.

This Agreement and all questions of interpretation, construction and enforcement hereof, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the State of Florida. In the event of a dispute between the parties regarding the terms of this Agreement, prior to initiating any cause of action, the parties hereby agree to submit any dispute to non-binding mediation. Venue for any legal proceedings shall be in Miami-Dade County, Florida or in Los Angeles County, California.

In the event any term or provision of this Agreement shall be held illegal, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect.

This Agreement shall be binding upon, and shall inure to the benefit of, the successors and assigns of the parties hereto. This Agreement embodies the entire agreement between the parties hereto and supersedes any and all prior agreements and understandings, written or oral, formal or informal. No modifications or amendments to this Agreement, of any kind whatsoever, shall be made or claimed by any party hereto, and no notices of extension, change, modification or amendment made or claimed by any party hereto shall have any force or effect whatsoever unless the same shall be endorsed in writing and fully signed by the party against whom enforcement is sought.

Captions and Paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof.

In the event of any dispute or litigation between the parties of this Agreement relating to or arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs at the pretrial, trial and appellate levels.

The parties hereto agree to take all such action as may be reasonably required by any party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein.

In giving meaning to this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and the use of any gender shall be held to include every other and all genders.

The parties hereto acknowledge and agree that each is foregoing certain rights and assuming certain duties and obligations, which, but for this Agreement, would not have been foregone or assumed. Accordingly, the parties agree that this Agreement is fully and adequately supported by consideration and is fair and reasonable in all of its terms.

No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against charged.