BRITTO© - COMMISSION ARTWORK TERMS & CONDITIONS
These Terms and Conditions (the "Terms") govern your BRITTO© Commission Artwork, except where we expressly state that separate terms (and not these) apply and provide information about the services (the "Services"), outlined below. When you request, place and pay for a particular BRITTO© Commission Artwork, you agree to these Terms, which is effective as of the date of the issuance of your Sales Order (the “SO” and “Effective Date”, respectively) by and between Britto Central, Inc. (“Company”), a Florida corporation, and you (the “Client”), both collectively referred to as the Parties.
Background. Company is authorized to enter into agreements with third parties on behalf of world-renowned artist, Mr. Romero Britto (the “Artist”) to commission and sell artworks. Client admires the artworks of the Artist and wishes to commission the Artist to create the item(s) more particularly described within Client’s SO, which shall be part of these Terms, in the Artist own unique style. Client further acknowledges that the creation of the Artworks shall be governed by the mutual obligations, covenants and conditions stated herein.
Commission of the Artworks and Materials Used. Client hereby retains the services of Company, which agrees to furnish the creative services of Artist to create the Artwork(s) described in Client’s SO, incorporated herein. Client understands and agrees that the SO contains basic parameters under which the Artwork(s) will be created. Artist shall determine the artistic expression, design and materials for the Artwork(s) and shall only be bound to use his judgment and unique style to create the Artwork(s) according to the intent of the design. Therefore, it may not be possible to create the Artwork(s) exactly as described or requested by Client. Artist, at his sole discretion, shall be permitted to make design modifications as the Artwork(s) progress(es), or if required by Client.
Client Materials. If Client wishes the Artist use photos or pictures (“Client Materials”) in connection with the Artwork(s), Client understands that Artist cannot begin the Artwork(s) until Client Materials have been furnished to Company by Client. Client represents and warrants that the Client Materials do not infringe any valid rights of any third-party and agrees to indemnify and to hold harmless Company and/or Artist against any claims, liabilities, judgments, losses, costs and expenses, including reasonable attorneys’ fees, arising out of third-party assertion of rights in the Client Materials. Client acknowledges that Company does not guarantee the return of Client Materials.
Purchase Price. The total price for the purchase of the Artwork(s) (the “Price”) to be paid by Client, as well as the payment method, is set forth within Client’s SO. Title to the Artwork(s) shall remain with the Artist until (i) Price is paid in full, and (ii) payment has cleared all the appropriate banking channels, and all funds are officially in Company’s account. Client acknowledges that the commissioned Artwork(s) requested specifically by the Client are of unique quality and nature and for that reason the Price or any part thereof cannot be refunded.
Delivery, Packing, Shipping, Insurance, Taxes, Framing Costs. Client’s SO contains a best estimate of when the Artwork(s) will be completed (“Estimated Completion Date”) and ready for delivery, however, such date is an estimate only. Company will give the Client reasonable notice prior to the actual completion date. Time shall not be considered of the essence with respect to the completion and/or the delivery of the Artwork(s). If picking up, Client must provide company with 48 hours’ notice of pick-up date. Whenever applicable, all estimates regarding costs of framing, packing, shipping, other handling expenses, taxes, or customs fees will be disclosed within the Client’s SO. Client shall be responsible for all insurance-related costs. Risk of loss shall pass to Client upon pick up by carrier or by Client.
Reservation of Rights; Copyright. Company reserves all intellectual property rights related to the above-noted services and/or goods, including but not limited to all moral, common law, Federal, and international copyrights, trademarks, trade dress, service marks and any and all other proprietary rights in any artwork and any and all adaptations, treatments, uses and derivative works thereof, including but not limited to registration rights with respect thereto and goodwill associated therewith, in perpetuity and throughout the universe. Company and/or Artist and their assigns reserve all rights of reproduction and all copyrights in the Artwork(s) themselves including all common law rights and the right to claim statutory copyright under the Copyright Act of 1976, 17 U.S.C. §101 et seq. Company and/or Artist further reserve(s) all rights under the Visual Artists Rights Act of 1990. Furthermore, Artist shall retain all ownership rights and all copyrights in all preliminary designs, sketches and incidental works created in connection with the Artwork(s), and all copies and reproductions thereof.
No Commercial Reproductions. It is expressly understood that the Client is purchasing only the physical Artwork and that Company and/or its affiliate and/or Artist reserve and retain (a) all copyrights in the Artwork(s); (b) all reproduction rights in the Artwork(s) for any purposes and in all media now known or hereafter invented. To that extent, Client is aware and does hereby acknowledge that new (and/or changed) technology, uses, media, formats, modes of transmission, and methods of distribution, dissemination, exhibition or performance (as way of example, non-fungible-tokens or “NFT’s”), collectively the “New Exploitation Methods”, are being and inevitably will continue to be developed in the future, which would offer new opportunities for exploiting the Artwork(s), and as such, Client hereby acknowledges that Company and/or its affiliate and/or Artist reserve and retain any and all rights to such New Exploitation Methods with respect to the Artwork(s); and (c) all other rights not expressly granted to Client herein. Client acknowledges and agrees that the Artwork(s) shall not be sketched, painted, or otherwise reproduced, in whole or in part, without written consent of Company. This restriction includes, but is not limited to, Client’s agreement and acknowledgement that Client shall not commercially display or loan the Artwork(s), upload, publish and/or reproduce the Artwork(s) on the internet, including but not limited to, Client’s personal website, or social media channels (e.g., Facebook, Instagram, YouTube), or other websites not yet known, except as otherwise authorized in writing by Company. Client shall not lend the Artwork(s) to a museum, gallery or other institution or video programming company for the purposes of exhibition or otherwise, without prior notice to and written consent of the Company. Such notice shall include, for instance, the name of the production company and title of the content (series, film, etc.), timeframe of the display or usage, exhibiting institution, title of exhibition, dates of the exhibition, name of the curator or person in charge of the exhibition.
Non-Destruction, Alteration, and Repair. Client agrees that Client will not intentionally alter, damage, modify, destroy, or change the Artwork(s) in any way whatsoever. If any alteration of any kind occurs after receipt by Client of the Artwork(s), whether intentional or accidental and whether done by the Client or others, the Artwork(s) shall no longer be represented as the work of the Artist without the Artist's written consent. All repairs and restorations to the Artwork(s) shall have the Artist's approval. To the extent practical, the Artist shall be given the opportunity to accomplish and/or supervise said repairs and restorations at a reasonable fee.
Care and Maintenance. All original works of art by Artist are fine art, including the Artwork(s), and should be properly handled, stored and displayed with great care. Once the Artwork(s) is(are) in Client’s possession Client shall be responsible for the care, maintenance and preservation of the Artwork(s). Company and/or Artist are not responsible for changes in the Artwork(s) due to climate, humidity, moisture, or any other events that may occur over time including damage that is a result of poor preservation of the Work by Client.
Special Application: Whenever applicable, Client agrees and acknowledges that Client has requested that the Artist perform a special application of media to an unconventional substrate outside of the Artist’s typical repertoire. The media as applied by the Artist shall be called the “Applied Artwork” and the unconventional substrate submitted by the Client shall be called the “Item.” Company presents the Applied Artwork in good faith, but without guarantee of any type, and all warranties express or implied are disclaimed. Client understands the Applied Artwork is being presented as-is, and Client assumes all risks of any deterioration to the Applied Artwork due to any exposure to circumstances inconsistent with the maintenance of a fine piece of indoor art, e.g. exposure to moisture, humidity, water, chemicals, etc. Company does not deal in the Item or any goods of the kind or otherwise hold itself out as having knowledge peculiar to the Item or related goods and Company and/or Artist assume no risk, liability, or responsibility for the functionality, workmanship, or merchantability of the Item, or that the Item will be fit for the ordinary purposes for which such items are typically used, or for any particular purpose. Client assumes the risks of any defects in the Item. Company and Artist shall not be liable for any damages of any kind arising from the handling, storage or display of the Applied Artwork or the use, handling, display, construction, or workmanship of the Item.
Artist’s Portfolio. Client gives Artist permission to use Client’s name, picture, portrait and photograph, in all forms and media and in all manners, including but not limited to advertising, exhibition, display, editorial and other trade uses, without violation of the Client’s rights of privacy or any other personal rights the Client may possess in connection with the ownership of the Artwork(s).
Indemnification. Client shall indemnify and hold the Artist and Company harmless against any and all claims, costs and expenses, including attorney's fees and costs, as a consequence of the untruthfulness or inaccuracy of the representations and warranties under this Agreement or any breach of any covenant in this Agreement or due to the Client’s misuse in connection with the Artwork(s), at the request of the Client, for which no copyright permission or privacy release was requested, or for which the use exceeds the use allowed pursuant to a permission or release, or arising out of the handling, storage or display of the Artwork(s) or the use, handling, display, construction, or workmanship of the materials used.
Termination. Company shall have the right to terminate this Agreement (i) in the event that payment is not received from Client as provided in the SO, or if the funds received from Client do not clear the appropriate banking channels; (ii) If terminated, for any reason, the cancelled commissioned Artwork(s) will remain the property of the Company and/or Artist.
Miscellaneous. Each of the covenants, obligations, representations, and agreements contained in this Agreement shall survive termination of the Agreement. These Terms shall be governed by the laws of the State of Florida. The Parties agree and submit to the courts located in Miami-Dade County, Florida as the exclusive jurisdiction and venue for any actions arising under, out of, or in connection with these Terms or the relationship between the Parties. These Terms contain the entire understanding and agreement of the Parties with respect to this subject matter set forth herein, superseding any and all prior agreements or arrangements, written and oral, between the Parties.
Updating These Terms. Company may change its service and policies, so Company may need to make changes to these Terms so that they accurately reflect such service and policies. Unless otherwise required by law, we will notify you (for example, via email we may have on record) before we make changes to these Terms and give you an opportunity to review them before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms.