Terms and Privacy Statement

Viali™  Art Competition - Legal Agreement

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This legal agreement will govern the relationship between you as “Artist” and 11705016 Canada
Incorporated (“VAC”) when you choose to submit your artwork (individually and collectively
“Works”) for: a) consideration to receive an award and b) to be displayed in an exhibition as part
of a Viali Art Competition to be held in a given year as advertised by VAC ("Competition").
Please read the following terms and conditions carefully before beginning your participation in
the Competition, as Artist will be bound by these terms conditions once submissions are made
to the Competition.

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Competition Particulars

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Information about the Competition is available at VAC’s website at: vialiartcompetition.com.
Competition particulars will also be reproduced in the CaFÉ platform/portal (CaFÉ) at:
artist.callforentry.org.

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CaFÉ

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By entering into the Competition, Artist acknowledges and agrees that the Competition will be
administered using CaFÉ and confirms that he/she/they have read and agree to abide by all
terms of use of CaFÉ available at: artist.callforentry.org.

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Participation

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Artist must be an emerging artist as defined in the Competition entry criteria and at least 18
years old to participate in the Competition. Unless otherwise stated in the information provided
about the Competition held in a given year, Artist must also be a citizen or permanent resident
of Canada.

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Submission of Works

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Artist may submit to the Competition up to two Works per entry by the final day for making
submissions.

Acceptance of the Works is subject to VAC’s approval. In the reasonable view of VAC, Works
that display or convey porn, violence, or otherwise communicate hatred towards any person or
group will not be admissible.

Artist has the option to submit alternative or substitute Works up until the final day for making
submissions to the Competition.

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Artist Information

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Artist is responsible for providing all required information for the Competition including personal
information for administration of the Competition, and information about each of the Works
submitted.

Artist will be responsible for incomplete and inaccurate information.

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Artist is also responsible for addressing any complaint or grievance regarding discrepancies in
the Works received for exhibition, or by buyers (e.g. regarding the size, medium, subject, and
originality of Works). Artist acknowledges and agrees that VAC is not liable for any such
discrepancies.

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Fees & Entry

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Artist agrees to pay the Competition entry fee set for making submissions. Works will not be
entered into the Competition until Artist has provided all required information and paid the entry
fees.

Artist acknowledges and agrees that all fees for participation in the Competition are to support
the administration of the Competition and are non-refundable.

VAC will accept payment for entry fees by Paypal, or by credit card.

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Artwork Originality

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Artist represents and warrants that all Works submitted to the Competition are original and
created by Artist. For greater certainty, Artist confirms that her/his/their Works are not a copy,
derivative, or based on the work of others, or in any way an infringement of a third party’s
copyrights.

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Selection

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All submitted Works will be reviewed and selected for awards by one or more jurors appointed
by VAC. Jurors will make the selections with reference to the criteria established and published
when the Competition is open for submission.

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Awards

The awards available will be confirmed at the time the Competition opens for submissions. Artist
may only receive one award for one of the Works entered into the Competition.

If Artist chooses not to accept an award this will be deemed notice of Artist’s desire to withdraw
from the Competition and subject to the terms of and conditions of this agreement regarding the
“Availability of Works.”

An award will be paid to Artist by the end of the month following the announcement of all
selections from the Competition

Artist will be requested to provide VAC with the particulars of a Paypal account or an account at
a Canadian financial institution for the transfer or deposit of award funds. Prior to transferring, or
depositing award funds, VAC reserves

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Announcement and Promotion

Artist will be notified directly if one of their Works is selected for an award, prior to publicly
announcing the selections. Artist agrees to keep his/her/their award in confidence until public
announcement of all award selections is made by VAC.

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For awards and other sponsored offerings, Artist agrees to make herself/himself/themselves
reasonably available to participate in a promotional announcement by VAC and/or a sponsor
about the award/offering received.

Artist may be given the opportunity by VAC to provide promotional content relating to their
participation in the Competition. If such content is provided, the permissions granted by Artist to
VAC for the use of the Works and other information provided when entering the Competition will
apply to Artist generated promotional content.

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Exhibition

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All Works selected for awards and honourable mention will be displayed in an exhibition located
within Canada. Artist agrees to make such Works available for exhibition. The details for the
exhibition will be made available to Artist no later than by the close of submissions. VAC will
maintain sufficient insurance for the stated value of the Works while on site at the exhibition.

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Pricing

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Artist is responsible for setting a price(s) for the Works that are for sale and for providing this
information to VAC.

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Shipping

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Artist is responsible for shipping Work to and from the exhibition, including to buyer(s) or any
other destination chosen by Artist. VAC will not be liable under any circumstances for the
shipment of Works.

VAC may, in its sole discretion, present to Artist preferred shipping rates offered by one of its
partners. Artist may or may not choose to take advantage of such offers. Artist is responsible for
all shipping costs, including, without limitation, insurance costs.

For greater certainty, Artist acknowledges and agrees that any arrangement or agreement
between Artist and a buyer(s) for shipping is not VAC’s responsibility.

Artist may provide for the benefit of buyers’ information both prices and shipping terms at the
time of submission of Works.

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Sales

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Through VAC website a prospective buyer(s) can contact Artist about their interest in buying
Works. Artist will be responsible for making sale transactions directly with prospective buyers
and for making payment arrangements with buyers for the sale of Works. VAC will not act as an
agent or intermediary for Artist or buyer(s).

For greater certainty VAC will not participate in communications, negotiations, sales and
transactions between Artist and buyer(s). Artist acknowledges and agrees that VAC will not be
liable for any incomplete or failed negotiations and/or sale transactions between the Artist and a
buyer(s).

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No Commissions

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If Artist sells Works, Artist will receive all sale proceeds. VAC has no right to any commission on
the sale of Works.

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Availability of Works

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VAC suggests that Artist submit Works that are for sale. Artist is free, however, to submit Works
that are not for sale. Information regarding availability for sale must be provided by Artist at the
time Works are submitted to the Competition.

Artist must promptly inform VAC of the withdrawal of Works from the Competition, or change in
sale status (individually and collectively a “Notification”) no later than two weeks before the the
date for publicly announcing award selections.

Artist agrees that if a Notification is received by VAC after the final day for making submissions,
VAC retains all permissions granted by Artist under this agreement for the administration,
advertisement and promotion of the Competition, including without limitation the publication of
the Works in the catalogue for the exhibition. VAC will, however, make commercially reasonable
efforts, under the circumstances, to update the public regarding the change in sale status of
Works.

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No Exclusivity

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Participation and the submission of Works to the Competition does not prevent Artist from
seeking other opportunities to promote and sell the Works submitted to the Competition. Artist
may submit the Works and offer Works for sale under other opportunities, provided that the
Works are available for the exhibition.

Artist agrees to promptly advise VAC if any of the Works submitted are or become subject to
exclusivity terms with a gallery or other intermediary agent for the sale of the Works.

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Communications

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Submissions and other communications regarding the administration of the Competition will
generally be managed through VAC’s account in CaFÉ. VAC may, in certain circumstances,
communicate with Artist by email.

It is the Artist’s responsibility to ensure that he/she/they have the most up to date information
posted about the Competition and that VAC has the Artist’s most up to date contact information.
All changes to Artist’s contact information must be submitted to VAC through CaFÉ.

All Artist inquiries regarding the Competition and this agreement should be directed to VAC
through CaFÉ.

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Notice

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Notifications provided by the parties under this agreement must include the name of the
individual and the address made available for each through CaFE, and may be sent by email,
ground mail or by courier. Notifications sent to VAC, should be addressed to the attention of
Linda Price-Bennet, as administrator of the Competition.

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Copyrights and Artist Permissions

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By submitting Works to the Competition, Artist retains all copyrights in and to the Works.
Artist grants to VAC irrevocable and unconditional permissions and licenses for VAC to use,
reproduce, adapt, publish and disseminate copies of the Works in printed and digital formats
around the world for the administration, advertisement and promotion of the Competition.
Without limiting the scope of the permissions granted by Artist, VAC is permitted among other
things to disseminate to the public images of Works entered into the Competition, images of
Works selected for awards, and images of Works displayed as part of the exhibition at any time
during and after the Competition. These permissions and licenses also allow VAC to allow
partners, sponsors and service providers to conduct similar activities.

Artist further agrees to waive his/her/their moral rights in connection with these permissions and
licenses and grants all necessary permissions to VAC, its partners, sponsors and service
providers to use her/his/their likeness and biographical information as made available to VAC
for the administration, advertisement and promotion of the Competition.

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Intellectual Property

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Artist acknowledges that VAC will be promoting, administering and providing other services in
connection with the Competition and using its intellectual property and the intellectual property
of others. Artist is not granted any express or implied rights to use such intellectual property
other than what is expressly provided for in this agreement, and agrees not to misappropriate or
infringe such intellectual property.

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Media Guidelines

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VAC will provide guidelines that may include instructions, a media kit or other promotional
materials for Artist to disseminate information about their participation in the Competition in
social media channels and/or on websites. Artist agrees to follow such guidelines in order to
comply with this agreement.

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Language

Artist and VAC agree that all information and communications will be in English.

L’artiste et VAC conviennent que toutes les informations and communications concernant
l’opportunité seront en anglais.

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Performance

This agreement is strictly between the Artist and VAC and neither party can assign their rights
or obligations under the agreement to another person or legal entity without the written consent
of the other party.

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No Warranties

VAC will take commercially reasonable measures to present and administer the Competition,
however, VAC cannot predict or assure any particular outcome for the Artist with regard to the
selection exposure, and/or sale of Works. Accordingly, by entering into this agreement, Artist
acknowledges and agrees that the services provided as part of the Competition are provided to
the Artist 'as is' and 'as available' without any warranties of any kind.

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Termination

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Artist can withdraw from the Competition upon providing two weeks’ written notice to VAC no
later than two weeks before the final date for submitting Works to the Competition. This
notification and Artist’s withdrawal from the Competition will be subject to the conditions set out
above for the withdrawal of Works from the Competition.

VAC may, at its sole discretion, disqualify Artist from continuing to participate in the Competition
and terminate this agreement with written notice having immediate effect, if it has a reasonable
basis to believe Artist is engaging in activities that: a) materially breach the terms and conditions
of this agreement (after following the complaint and grievance process of this agreement), b)
could bring about physical harm or emotional distress to individuals involved with the
Competition; and/or c) could harm the business of VAC, or other businesses supporting the
Competition.

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Privacy Policy

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The use and safeguarding of personal information will be governed by VAC’s Privacy Policy
available at https://vialiartcompetition.com/term-and-privacy. By entering into the
Competition, Artist confirms that he, she/it have read and agreed to the terms of Privacy Policy.

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Liability and Indemnification

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Artist agrees that any matter for which VAC does not assume liability for under this agreement
applies equally to VAC’s directors, employees, agents, affiliates, partners, sponsors, and
service providers. Artist further agrees to indemnify, defend and hold harmless VAC, and its
directors, employees, agents, affiliates, partners, sponsors, and service providers from any
claim or demand (including reasonable attorneys' fees), made by any third party due to, or
arising out of Artist’s breach of the terms and conditions of this agreement, or of Artist’s violation
of any law, or the rights of any third-party.

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Revisions

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This agreement represents the entire understanding between the parties and no modification,
amendment, or other revision of its terms and conditions can be made without the written
approval of both parties.

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Complaints and Grievances

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Should Artist, or VAC have a complaint or grievance about the performance of the other party’s
obligations under this agreement, it will provide written notice of the complaint or grievance to
said party, and either request a meeting to resolve the issues, or make a request to enter into
mediation in the province of Ontario to bring about a resolution.

In the case of any third party claims made against a party to this agreement, or if the parties are
unable able to resolve the complaint or grievance between themselves, all legal actions and
remedies will remain available to the parties.

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Artist and VAC agree to be responsible for their own costs relating to the resolution of any
complaint or grievance, including without limitation, the cost of legal services engaged, and
proportionally shared costs (e.g. the fees of a mediator).

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Governing Law

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The terms and conditions of this agreement will be interpreted, enforced and otherwise
governed by the laws of Ontario and laws of Canada applicable in Ontario, without the
application of any laws that would result in the application of the laws of another jurisdiction to
the subject matter of this agreement.

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Confirmation and Execution

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By completing the entry form for the Competition you are declaring as of that date that you have
read, agreed to and accordingly executed the terms and conditions of this agreement. VAC will
be deemed to have executed the agreement with Artist on that date.