MIAMI ART WEEK EXHIBITOR GUIDELINES & TERMS AND CONDITIONS OF PARTICIPATION
Miami Art Week, LLC (the “Organizer”) is responsible for producing and managing a series of contemporary art events in Miami-Dade County, Florida collectively known as The Miami Art Week Kickoff Party, Arte NXT, photoMIAMI, Art Coral Gables and the Miami Art Week Panel Discussion Series and Miami Art Week online platforms (together, the “Exhibition”).
Artists, photographers, galleries, arts organizations, and other participants (collectively, the “Exhibitor”) may apply to take part in the Exhibition by submitting an official Miami Art Week Exhibitor Application. By participating as an Exhibitor, the Exhibitor agrees to the terms and conditions outlined below, which together constitute both the Exhibitor’s participation agreement and the content license/media release governing their involvement in the Exhibition.
1. Acceptance of Exhibitor and Exhibition Space
· Application and Approval: Submission of a completed Exhibitor application (with all required information and materials) constitutes an application for exhibit space at Arte NXT and/or photoMIAMI. All applications are subject to review and may be accepted or declined at the sole discretion of the Organizer. An application is approved and becomes binding upon the Organizer’s issuance of a formal acceptance letter or email to Exhibitor. If accepted, Exhibitor is bound by the MAW Terms & Conditions and any accompanying terms (including the Exhibitor Manual and any additional Terms and Conditions).
· Exhibit space Allocation: Organizer will provide Exhibitor with exhibit space of a size and location generally consistent with the Exhibitor’s application. However, specific exhibit space locations or configurations are not guaranteed. Organizer reserves the right to make changes to exhibition space assignments, exhibit space dimensions, or overall Exhibition layout at any time in the interest of the Exhibition’s best interests, at its sole discretion. All exhibit space placements and floor plan designs are at the exclusive discretion of the Organizer, and Exhibitor shall accept the final space allocated without recourse.
· No Tenancy or Exclusive Rights: Exhibitor’s rights under the MAW Terms & Conditions are limited to the use of the assigned exhibition space during the Exhibition dates. The MAW Terms & Conditions does not create a tenancy, lease, or any real property interest in favor of Exhibitor. Organizer, and where applicable the owner of the exhibition venue retains ownership and control of the exhibition venue at all times. Exhibitor shall not claim any exclusivity or right to occupy any particular location, and understands that neighboring exhibitors and overall floor composition may change. Exhibitor has no right to insist on a particular exhibit space location or to exclude competitors from nearby spaces as a condition of participation.
2. Fees and Payment Terms
· Participation Fees: Exhibitor shall pay the exhibition fees as communicated by Organizer (based on exhibit space size or package). A 50% deposit of the total exhibition fee is due upon acceptance of Exhibitor’s application, and the remaining 50% balance is due no later than November 15, 2025 (for the 2025 event, or by the specified deadline in future editions). All payments must be made in USD and in the manner specified by Organizer (e.g. bank transfer, credit card, etc.).
· Failure to Pay: Timely payment of fees is a condition of participation. If Exhibitor fails to remit the 50% deposit or any subsequent payment by the deadlines, Organizer reserves the right to revoke Exhibitor’s acceptance and reassign the exhibit space to another exhibitor. In the event of such reassignment due to non-payment, Exhibitor remains responsible for any unpaid balance and any obligations under the MAW Terms & Conditions. Organizer may, at its discretion, refuse to allow Exhibitor to move in or exhibit if payments are not made in full when due.
· No Refunds for Exhibitor Cancellation: Except as expressly provided in the MAW Terms & Conditions, all payments made by Exhibitor are non-refundable. If Exhibitor cancels their participation, withdraws from the Exhibition, or otherwise fails to occupy the assigned space, Exhibitor shall forfeit any deposits paid and will remain liable for the full exhibition fee. Organizer may, in its sole discretion, refund or credit a portion of fees only if it is able to resell the Exhibitor’s space to a suitable replacement, and only after deducting any costs or losses incurred.
· Organizer’s Remedies: Without prejudice to any other rights, if Exhibitor breaches the payment terms or any other material term, Organizer may (i) withhold access to the event (including barring load-in of Exhibitor’s artwork/display), (ii) terminate Exhibitor’s participation and retain any fees paid as liquidated damages, and/or (iii) pursue any outstanding fees against Exhibitor. Exhibitor shall bear any costs (including reasonable attorneys’ fees) incurred by Organizer in collecting overdue payments.
3. Use of Exhibition Space and Exhibit space Display
· Permitted Use: Exhibitor’s exhibit space shall be used solely for the display of art works and related gallery materials that were listed or described in Exhibitor’s application or otherwise approved by Organizer. Exhibitor shall not display any artworks or products that are substantially different in nature or quality from those approved, nor display any items that are prohibited by Organizer (e.g., works contrary to event guidelines or not meeting the Exhibition’s curatorial standards). Organizer reserves the right, in its reasonable opinion, to require removal of any exhibit or item that: (a) violates any law or infringes third-party rights (e.g. counterfeit or unauthorized works), (b) is likely to cause offense or harm to the public, or (c) otherwise violates the MAW Terms & Conditions. Exhibitor must promptly comply with any such removal request at its own expense.
· Exhibit space Presentation and Operation: The Organizer shall be responsible for the setup, display, and operation of the exhibit space in a professional manner. Notwithstanding the foregoing, for the Kickoff Party, Arte NXT, photoMIAMI events, all artwork shall be delivered to the exhibition venue by the Exhibitor, and the exhibition venue’s curation team or Organizer shall be responsible for arranging and staging all artwork. This procedure and related requirements shall be communicated to all accepted Exhibitors. Exhibit spaces must be open for viewing, and staffed by Exhibitor or by at least one qualified representative of Exhibitor during all times specified by Organizer. Exhibitor shall not prematurely dismantle or vacate its exhibit space before the official closing time of the Exhibition. All exhibits must be presented in a clean, orderly, and safe fashion. A uniform and standard exhibit space appearance may be required; any significant alterations to the provided exhibit space structure (including customized wall space, non-standard signage, lighting, or furnishings) require prior written approval from Organizer and may incur additional charges. Exhibitor agrees to promptly pay any such additional charges for approved custom exhibit space requests or supplementary services.
· Exhibit space Restrictions: All exhibits and promotional materials must be confined to Exhibitor’s allotted exhibit space. No part of any exhibit or furniture may extend into aisles or common areas, nor block emergency exits or infringe upon neighboring exhibit spaces. Exhibitor shall not attach anything to venue walls, floors, pillars, or ceilings without proper authorization; any damage to the premises by Exhibitor or its agents will be repaired at Exhibitor’s expense. Packing materials and debris must be stored out of sight and removed according to Organizer’s schedule. No open flames, hazardous materials, or any activity that violates safety regulations are allowed in the exhibit space.
· Staffing and Conduct: Exhibitor or its staff in the exhibit space must be its own personnel or authorized representatives; they shall be knowledgeable about the artworks and conduct themselves in a professional manner with attendees and other participants. Exhibitor and its personnel shall not engage in any conduct that is disruptive, unsafe, or contrary to the best interests of the Exhibition. Organizer reserves the right to remove any person (or any exhibit) from the event if, in Organizer’s judgment, such removal is necessary for the safety or integrity of the Exhibition (e.g. disorderly conduct, violation of rules). Exhibitor will have no recourse for any such removal, and no refund will be due if removal is due to Exhibitor’s violation.
· Exhibitor Manual and On-Site Rules: Organizer will provide an Exhibitor Service Manual or similar guidelines prior to the event, containing detailed instructions for logistics (move-in/out schedules, Exhibitor guidelines, etc.). The rules and regulations in the Exhibitor Manual are incorporated herein by reference and are binding on Exhibitor as if fully set forth in the MAW Terms & Conditions. Exhibitor agrees to abide by all such rules, and to cooperate with Organizer’s staff and the venue staff in all matters of on-site operations, including adhering to designated move-in/move-out times, security procedures, and any health/safety protocols in effect.
4. Exhibit space Sharing and Assignment
· No Sharing or Subletting: Exhibitor shall not share, sublet, license, or otherwise permit any third party to use or display in its assigned exhibit space, without the prior written consent of Organizer. This prohibition includes renting out a portion of the exhibit space, displaying artworks from artists or entities not represented by Exhibitor, or otherwise granting exhibit space access to another gallery or seller.
· Co-Exhibitors: If Organizer, at its sole discretion, approves a request for another gallery or artist to share Exhibitor’s exhibit space (“co-exhibitor”), such approval will be in writing and may be conditioned on specific requirements (including acceptance of all terms of the MAW Terms & Conditions by the co-exhibitor). Any approved co-exhibitor must jointly acknowledge the MAW Terms & Conditions and abide by all rules herein. Exhibitor remains fully responsible and liable for the exhibit space and the actions, omissions, and compliance of any co-exhibitor and their personnel. Exhibitor must ensure that any co-exhibitor’s materials and conduct conform to the MAW Terms & Conditions. Notwithstanding any sharing arrangement, the primary Exhibitor will be held liable for all fees and any damages.
· Co-Exhibitor Fee: Organizer may charge a surcharge fee of $500 for each approved co-exhibitor sharing a exhibit space. Any such fee must be paid in full prior to the Exhibition (or as invoiced). The primary Exhibitor is responsible for ensuring payment of the co-exhibitor fee.
· Assignment Prohibited: Exhibitor may not assign or transfer any of its rights or obligations under the MAW Terms & Conditions to any other party (including a successor in interest) without Organizer’s prior written consent. Any purported assignment without consent is null and void. Organizer may freely assign its rights and obligations (for example, to an affiliated entity or successor managing the Exhibition).
· Organizer’s Right to Reallocate: If Exhibitor fails to occupy its exhibit space by the Exhibition opening, or if Exhibitor breaches the no-sharing rule, Organizer reserves the right to reallocate or remove the exhibit space display without liability. In such event, Exhibitor’s fees may be forfeited and the space may be reassigned to another exhibitor or used by Organizer as it sees fit. Organizer is not obligated to provide any refund or compensation in case of such reallocation due to Exhibitor’s breach or no-show.
5. Exhibitor Responsibilities and Restrictions
· Compliance with Laws and Venue Policies: Exhibitor must comply with all applicable laws, ordinances, codes, and regulations in connection with its participation, including but not limited to fire and safety regulations, health regulations, and tax laws for any sales. Exhibitor shall obtain any licenses, permits, or approvals required by law for its activities (for example, an occupational license or sales tax permit if selling art during a public show). Exhibitor must also adhere to all rules of the event venue and any directives issued by venue management or Organizer on-site. If an inspection by public authorities or Organizer finds Exhibitor in violation of any law or safety rule (e.g., blocked exits, hazardous materials, overweight loads, etc.), Exhibitor must immediately remedy the violation at its expense; Organizer may, if necessary, remove or alter Exhibitor’s exhibit space to cure a violation.
Prohibited Activities: Without limiting the general compliance obligation, the following activities are expressly prohibited:
· Unauthorized Sales: Unless the Exhibition is explicitly open to retail consumers or permission is given in writing by Organizer, Exhibitor may not conduct on-site retail sales transactions or deliver artworks from the Exhibition floor during the event. In Exhibitions not open to the general public (invitation-only events), any sales orders taken must be fulfilled off-site after the event. In consumer-facing Exhibitions, if retail sales are allowed, Exhibitor must comply with all consumer protection laws and sales tax requirements.
· Alcohol and Controlled Substances: Exhibitor may not bring or distribute alcoholic beverages within the venue without the prior written consent of Organizer. If such consent is granted (for example, for a private preview event), Exhibitor must abide by all laws (e.g., age restrictions) and may be subject to corkage or service fees by the venue. The use or possession of illegal drugs or any hazardous substances by Exhibitor or its agents at the event is strictly prohibited.
· Live Animals: No live animals are allowed in Exhibitor’s exhibit space or the venue without special written permission (e.g., service animals or approved art performance pieces).
· Noise and Lighting: Exhibitor shall ensure that any audio/visual presentations or music in its exhibit space are kept at a reasonable volume so as not to disturb neighboring exhibit spaces. Flashing or strobe lighting, or any special effects that could pose a nuisance or danger, are not permitted unless approved by Organizer.
· Giveaways and Food: Exhibitor may distribute catalogs, brochures, or small promotional items within its exhibit space area. However, any food or beverage giveaways must be pre-approved by Organizer and comply with venue catering rules.
· No Outside Exhibits: Exhibitor is not allowed to conduct any exhibit or display outside of its assigned exhibit space (such as roaming promotions or setting up in common areas) without Organizer’s permission. Solicitation of business or distribution of advertising outside of the exhibit space (e.g., at the entrance or in other exhibitor’s spaces) is prohibited.
· Care of Exhibit space and Venue: Exhibitor must take good care of the exhibit space structure and the venue property. Nothing may be nailed, stapled, taped, or affixed to the venue’s walls, floors, or fixtures without authorization. Exhibitor is responsible for any damage caused by its operations to the exhibition hall, exhibit space equipment, or property of other exhibitors. Exhibitor shall promptly reimburse Organizer or the venue for any repair costs or damages assessed due to its actions (including those of its employees, contractors, or guests).
· Staffing and Badges: Organizer will issue official exhibitor credentials for Exhibitor and its staff. Exhibitor is responsible for ensuring that only its authorized personnel use these credentials. Credentials are non-transferable; any misuse (such as giving credentials to unauthorized persons) may result in expulsion of those persons from the event. Organizer reserves the right to limit the number of credentials per Exhibitor and to charge a fee for additional credentials if needed.
· Removal of Exhibits: Exhibitor may not remove any artwork or dismantle any part of its display before the official closing of the Exhibition without Organizer’s consent. After the Exhibition closes (or upon earlier termination of the MAW Terms & Conditions or the event), Exhibitor must remove all of its artworks, displays, and other property from the hall by the deadline set by Organizer. Exhibitor must leave its space in the same condition as it was initially provided (clean and free of debris). Any property left behind after the designated move-out time shall be deemed abandoned and may be removed, stored, or disposed of by Organizer at Exhibitor’s risk and expense. Organizer and the venue accept no responsibility for loss or damage to abandoned items, and Exhibitor shall reimburse any costs incurred by Organizer in handling or disposing of such property.
6. Artwork Standards and Authenticity
· Authenticity Warranty: Exhibitor represents and warrants that all artworks and objects exhibited or offered for sale at the Exhibition are authentic, original (as to any claimed authorship), and legally owned or consigned by Exhibitor. Exhibitor is strictly accountable for the authenticity and provenance of every work it displays or sells at the Exhibition. If the authenticity of any artwork is challenged or comes into question during the Exhibition, Organizer may request Exhibitor to provide written evidence of provenance or authenticity. Organizer reserves the right, in its sole discretion, to remove any artwork from display if authenticity cannot be adequately demonstrated to Organizer’s satisfaction. Exhibitor shall have no claim against Organizer for such removal.
· No Counterfeits or Infringing Works: Exhibitor must ensure that none of the items exhibited infringes any copyright, trademark, moral right, or other intellectual property rights of any third party. The display or sale of counterfeit goods or unauthorized reproductions is strictly prohibited. If Organizer suspects that Exhibitor is offering infringing or counterfeit items, Organizer may seize or cover the disputed items for the duration of the Exhibition and/or demand that Exhibitor immediately remove them. Repeated violations of this rule (or any single egregious violation) shall be a material breach of the MAW Terms & Conditions and may result in the immediate closure of Exhibitor’s exhibit space without refund. Exhibitor acknowledges that it shall not be entitled to any refund or compensation in such case, and Organizer shall not be liable for any damage or loss arising from the seizure of items or exhibit space closure due to intellectual property violations.
· Indemnity for Authenticity/IP Claims: Exhibitor agrees to indemnify and hold harmless Organizer (and its owners, directors, employees, and affiliates) from any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) any dispute or allegation regarding the authenticity, attribution, or provenance of any artwork exhibited or sold by Exhibitor, (b) any allegation that any artwork, display, or material exhibited by Exhibitor infringes the intellectual property or other rights of any third party, or (c) any misrepresentation or irregularity made by Exhibitor in the sale or description of any artwork. This indemnification obligation is in addition to any other indemnity provided in the MAW Terms & Conditions.
7. Insurance and Liability for Loss or Damage
Required Insurance: Exhibitor is solely responsible for safeguarding its artwork, equipment, and other property during transport to/from and throughout the duration of the Exhibition. Organizer does not provide insurance coverage for Exhibitor’s property. Accordingly, Organizer advises that Exhibitor obtains and maintains at its own expense the following insurance policies at minimum:
· Commercial General Liability Insurance with a limit of at least $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury and property damage liability. This policy must include coverage for claims of personal injury or death, contractual liability, products and completed operations.
· Property Insurance (All-Risks Coverage) covering the full value of Exhibitor’s artwork, installations, and personal property against loss, theft, damage, or destruction during transit to/from the venue, the entire period of installation, Exhibition days, and dismantling. This policy should include coverage for fine art at the venue and in transit (as applicable).
· Workers’ Compensation Insurance as required by law for any employees or personnel of Exhibitor working at the event, in compliance with Florida law and the law of the event locale. Employers’ Liability coverage should be included at statutory limits.
· Additional Insureds and Proof: Exhibitor’s liability insurance policy must name Miami Art Week, LLC, its affiliates/subsidiaries, and the Exhibition venue (facility owner) as additional insureds for the duration of the event, to the extent of Exhibitor’s operations. If requested, Exhibitor shall provide Organizer with a Certificate of Insurance evidencing the required coverages and endorsements at least 30 days prior to the event. The insurance policies shall be primary and non-contributory to any insurance carried by Organizer. Each policy shall provide that it cannot be cancelled or materially modified except upon at least 30 days’ prior written notice to Organizer. Exhibitor is strongly advised to also obtain a waiver of subrogation in favor of Organizer and the venue for all policies, where available.
· Failure to Insure: If Exhibitor fails to secure the insurance coverage required by the MAW Terms & Conditions, Exhibitor does so at its own risk. Neither Organizer nor the Exhibition venue will be liable for any loss or damage to Exhibitor’s property, or for any injury or damage caused by Exhibitor, that would have been covered by such insurance. Exhibitor’s lack of insurance will not relieve it of liability under the MAW Terms & Conditions.
· Security and Liability: Organizer may provide general security services (e.g., perimeter guards or overnight surveillance) during the Exhibition period; however, Organizer does not guarantee the security of Exhibitor’s property. All items brought to the Exhibition are at Exhibitor’s own risk. Exhibitor is advised to supervise its exhibit space during open hours and take reasonable precautions (e.g., protecting small valuables or moving them to secure storage overnight). No bailment is created by Organizer’s provision of security or by the use of any storage areas. Exhibitor acknowledges that any security measures by Organizer are for the Organizer’s own purposes and may not protect Exhibitor from loss or harm.
8. Content License (Exhibitor Materials)
· Grant of License: Exhibitor may submit or make available to Organizer certain materials for use in connection with the Exhibition, such as photographs, artwork images, trademarks/logos, biographical information, and descriptive text (collectively, “Exhibitor Materials”). Exhibitor retains all copyrights and ownership in the Exhibitor Materials. However, Exhibitor hereby grants to Miami Art Week, LLC and its affiliates, partners, sponsors and designees a perpetual, worldwide, royalty-free, and irrevocable license to use, reproduce, publish, distribute, and display the Exhibitor Materials for the purposes of promoting or reporting on the Exhibition or related events, and for Organizer’s archival, educational, or informational purposes. This license includes the right for Organizer to sublicense these materials to official service providers, media partners, sponsors, and press outlets in connection with coverage or promotion of the Exhibition. For clarity, this license authorizes uses such as inclusion of Exhibitor’s images and information in event catalogs, websites, social media posts, press releases, advertisements, and other marketing or news media. All such use of Exhibitor Materials shall be without additional compensation to Exhibitor or the artists.
· Exhibitor Representation: Exhibitor represents and warrants that it owns all intellectual property rights in the Exhibitor Materials, or has obtained all necessary licenses and permissions from the appropriate rights holders (including artists or photographers), sufficient to grant the license above. Exhibitor further warrants that use of the Exhibitor Materials by Organizer and its partners as permitted herein will not infringe or violate any third-party copyrights, trademark rights, moral rights, privacy/publicity rights, or other proprietary rights. Exhibitor agrees to provide documentation of permissions upon request. Exhibitor retains copyright ownership of all images and content it provides; nothing in the MAW Terms & Conditions transfers ownership of copyrights to Organizer.
· Credit and Integrity: When reasonably practicable, Organizer will credit the Exhibitor or artist in reproductions of artworks (such as in captions or acknowledgments), in accordance with standard art industry practice. Organizer will not intentionally alter any artwork image except for formatting or minor color adjustments necessary for print or digital display. Exhibitor, however, waives any claim for failure by Organizer to provide credit or for minor alterations in the context of permitted uses. Exhibitor also waives any moral rights or rights of approval it may have in the submitted materials, to the extent permissible by law, regarding the uses allowed under the MAW Terms & Conditions.
· Survival: The rights granted in this Content License section are irrevocable and shall survive termination or expiration of the MAW Terms & Conditions. Even if Exhibitor withdraws or is removed from the Exhibition, Organizer may continue to use the submitted Exhibitor Materials for the permitted purposes (for example, if catalogs or promotional materials have already been produced or if media articles have been published) and is not required to recall or destroy such materials.
9. Media Release (Photography and Recording at Event)
· Consent to Photographing/Recording: Exhibitor acknowledges that Organizer (and its authorized representatives, including photographers and media partners) will be photographing, filming, and audio recording portions of the Exhibition, which may include images or recordings of Exhibitor’s exhibit space, displayed artworks, and Exhibitor’s personnel or agents. Exhibitor grants Organizer the right to photograph and record (video or audio) Exhibitor, Exhibitor’s exhibit space and personnel during the event and to use such photographs or recordings (collectively, “Event Content”) for any legitimate purpose in connection with promoting or documenting the Exhibition or Miami Art Week events. Organizer and its designees shall have the perpetual, worldwide right to publish, broadcast, or otherwise disseminate the Event Content (which may include Exhibitor’s name, exhibit space, logo, artworks, and staff likenesses incidentally captured) in any media, without compensation to Exhibitor.
· Organizer’s Ownership of Event Content: Organizer will be the sole owner of all intellectual property rights in and to the Event Content it (or its agents) creates at the Exhibition. Exhibitor waives any and all rights or claims (including any claims for invasion of privacy, right of publicity, or defamation) arising out of the use of the Event Content for the purposes described in this section. Exhibitor also waives any right to inspect or approve any finished photograph or recording. Notwithstanding the foregoing, Organizer’s use of Event Content will be primarily for promotional, news, or documentation purposes, and Organizer does not intend to use Exhibitor’s name or likeness in a manner that implies endorsement of any product or service without separate permission.
· Objections by Personnel: Exhibitor agrees to inform its participating staff and artists that the event will be recorded and photographed. If any Exhibitor staff member or artist objects to the use of their image or likeness in Event Content, Exhibitor must notify Organizer in writing in advance of the Exhibition. Organizer will make reasonable efforts to honor such requests (for instance, by avoiding photographing a certain individual), but cannot guarantee complete exclusion. In the absence of any such notice, it will be assumed that all individuals in Exhibitor’s exhibit space have consented to being photographed or filmed.
· No Unauthorized Recording by Exhibitor: To protect the integrity of the event and other exhibitors, Exhibitor is not permitted to film, photograph, or record audio at the Exhibition for commercial purposes without Organizer’s prior consent. Casual photography of Exhibitor’s own exhibit space for personal/archive use is permitted. However, any extensive filming or any live streaming from the event by Exhibitor must be approved by Organizer. Additionally, Exhibitor shall not capture or use images or recordings of other exhibitors’ displays without their permission. Organizer may confiscate or require deletion of any unauthorized recordings. Any intellectual property rights in unauthorized recordings will belong to Organizer, and Exhibitor hereby assigns (or agrees to assign) such rights to Organizer on request.
10. Limitation of Liability and Assumption of Risk
· No Warranty of Results: Organizer makes no guarantees or warranties as to the success of the Exhibition or any particular outcomes for Exhibitor. Specifically, Organizer does not warrant any particular level of attendance or press coverage, nor that any specific exhibitors, sponsors, or VIPs will attend the Exhibition. Organizer further makes no warranty as to the condition, suitability, or availability of the exhibition venue or any utilities/services provided (such as lighting, climate control, internet connectivity, security measures, etc.). All services and facilities are provided “as is” and any failure or inadequacy shall not be deemed a breach by Organizer, provided Organizer has made reasonable efforts to rectify known issues.
· Assumption of Risk: Exhibitor expressly assumes all risks associated with its participation in and presence at the Exhibition. This includes, without limitation, all risks of theft, loss, or damage to Exhibitor’s artwork or property, and all risks of personal injury or illness to Exhibitor and its personnel, agents, or invitees, whether arising from negligence, accident, act of God, pandemic, or otherwise. Exhibitor understands that large public events carry inherent risks of loss or injury, and Exhibitor has determined independently that the benefits of participation justify these risks.
· Limitation of Liability: To the fullest extent permitted by law, Organizer shall not be liable to Exhibitor or its agents for any indirect, special, incidental, consequential, or punitive damages arising out of or relating to the MAW Terms & Conditions or the Exhibition, including but not limited to lost profits or lost opportunities, even if advised of the possibility of such damages. Organizer shall not be liable for damage or theft of Exhibitor’s property or artwork, or for any injury or damage to the person or property of Exhibitor, its employees, or third parties, unless such damage or injury is directly caused by the gross negligence or willful misconduct of Organizer. Moreover, in no event shall Organizer’s total liability to Exhibitor for any and all claims (whether in contract, tort, or otherwise) exceed the total amount of fees actually paid by Exhibitor under the MAW Terms & Conditions. It is understood that Organizer’s pricing of exhibit space fees reflects this allocation of risk and the limitation of liability.
· No Liability for Third-Party Services: Exhibitor acknowledges that certain services provided in connection with the Exhibition (for example, utility services, decorations, freight handling, artwork installation, customs brokerage, security, catering, photography/videography, etc.) may be provided by third-party contractors or the Exhibition venue (“Third-Party Services”). Organizer is not responsible for and shall have no liability for any failure or negligence of any third-party contractor or vendor in delivering goods or services at the Exhibition. Any disputes or claims regarding Third-Party Services shall be addressed directly between Exhibitor and the relevant service provider. Organizer may, as a courtesy, assist in facilitating resolutions but does not assume liability for third-party acts or omissions.
· Force Majeure – Waiver of Claims: Exhibitor agrees that if the Organizer is prevented, delayed, or interrupted from performing any of its obligations under the MAW Terms & Conditions, or if the Exhibition is canceled, postponed, shortened, or otherwise adversely affected due to events beyond Organizer’s reasonable control (a “Force Majeure Event”), Organizer shall not be liable for any resulting loss or damage to Exhibitor. Force Majeure Events include, but are not limited to: natural disasters, fire, flood, hurricane, earthquake; war, acts of terrorism or threats thereof; civil disturbances, strikes or labor disputes; government regulations or travel bans; epidemic, pandemic or other public health emergencies; power or utility failures; or any other circumstances making it illegal, impossible, or impracticable to hold the Exhibition as planned. In such cases, the limitations and provisions of Section 12 (Force Majeure and Cancellation) shall apply. Exhibitor hereby waives any claims for damages or compensation against Organizer arising from any such Force Majeure impact on the Exhibition, except for the agreed remedies in Section 12, if applicable.
11. Indemnification
Exhibitor shall indemnify, defend, and hold harmless Miami Art Week, LLC, its owners, officers, directors, employees, agents, affiliates, sponsors, volunteers and the Exhibition venue owners (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, expenses, judgments, and costs (including reasonable attorneys’ fees) arising out of or relating to Exhibitor’s participation in the Exhibition or any breach of the MAW Terms & Conditions by Exhibitor. Without limiting the generality of the foregoing, Exhibitor’s indemnification duty extends to:
1. Injury or Property Damage: Any claims of personal injury, illness, or death of any person, or loss of or damage to property (including artwork), arising out of or caused by any act or omission of Exhibitor or its employees, contractors, or agents in connection with the Exhibition. This includes injuries to persons in or around Exhibitor’s exhibit space and damage to the venue or other exhibitors’ property caused by Exhibitor.
2. Intellectual Property Infringement: Any claim that Exhibitor’s products, artworks, displays, or Exhibitor Materials (including images or text provided by Exhibitor) infringe the patent, copyright, trademark, trade dress, moral rights, or other intellectual property rights of any third party. This includes claims related to counterfeit art or unauthorized reproductions as described in Section 6.
3. Authenticity or Sales Disputes: Any claim or dispute made by a buyer or third party regarding the authenticity, provenance, ownership, or description of any artwork exhibited or sold by Exhibitor, or any misrepresentation or warranty made by Exhibitor in connection with the sale of an artwork.
4. Exhibitor’s Breach of Law or Terms: Any violation of law, ordinance or regulation by Exhibitor or its agents, or any breach of Exhibitor’s obligations, representations or warranties under the MAW Terms & Conditions (including Sections 6, 8 and 9 regarding authenticity and licensing of content).
5. Acts of Co-Exhibitors or Contractors: If Exhibitor is sharing its space with a permitted co-exhibitor, any act, omission or breach by such co-exhibitor or its personnel which, if done by Exhibitor, would be a breach of the MAW Terms & Conditions. Likewise, any claims arising from work done by contractors hired by Exhibitor (such as installation contractors) that result in injury or property damage.
This indemnification shall apply regardless of whether the claimant’s injuries or damages are caused in part by an Indemnified Party, except to the extent that a court of competent jurisdiction determines that such injuries or damages were caused by the gross negligence or willful misconduct of that Indemnified Party. The Indemnified Parties shall have the right to approve counsel selected by Exhibitor for defense of any claim (such approval not to be unreasonably withheld). Exhibitor’s duty to indemnify survives the termination or expiration of the MAW Terms & Conditions.
12. Cancellation, Termination, and Force Majeure
· Organizer’s Right to Terminate Exhibitor for Cause: Organizer may terminate Exhibitor’s participation and the MAW Terms & Conditions for cause at any time by written notice to Exhibitor if Exhibitor: (i) materially breaches any provision of the MAW Terms & Conditions or any Exhibition rule and fails to cure such breach promptly (if curable); (ii) fails to make any required payment when due; (iii) is found to have provided false information in its application; or (iv) engages in conduct detrimental to the Exhibition’s reputation or safety. In the event of termination for cause, Organizer may close Exhibitor’s exhibit space, remove Exhibitor’s property and representatives from the venue, and reallocate the space to others. Exhibitor shall not be entitled to any refund of fees in such case, and Organizer reserves all rights to recover any unpaid amounts or damages resulting from Exhibitor’s breach.
· Cancellation by Exhibitor: If Exhibitor wishes to cancel its participation (for reasons other than a Force Majeure event affecting the Organizer or event), Exhibitor must notify Organizer in writing. Any cancellation by Exhibitor after acceptance is considered a default, and Exhibitor will forfeit any payments made. At Organizer’s sole discretion, if cancellation is early enough to mitigate damages, Organizer may refund a portion of the fees or credit it toward a future event, but Organizer is under no obligation to do so. The later the cancellation (especially if within 90 days of the event), the more likely that full fees will be retained as liquidated damages due to difficulty in finding a replacement.
· Cancellation or Modification by Organizer (Force Majeure): Organizer reserves the right to cancel, postpone, or materially modify the Exhibition (including shortening, rescheduling, or changing the venue) if it determines, in its sole discretion, that such action is necessary or advisable due to a Force Majeure Event or other significant reason beyond Organizer’s control (such as an emergency or if the event’s viability is in question due to low participation). Organizer will notify Exhibitor of any such decision as soon as practicable. In case of a complete cancellation before the opening date of the Exhibition due to Force Majeure or other significant reason, the following shall apply:
· Organizer may first deduct a proportionate amount of the fees to cover non-recoverable costs incurred up to the date of cancellation (e.g., venue deposits, marketing, and other expenses already committed). This amount will not exceed 25% of the Exhibitor’s exhibit space fee in the case of a Force Majeure cancellation, unless a different percentage is justified by the specific costs incurred.
· Any remaining balance of fees already paid by Exhibitor (after such deduction for costs, if applicable) will be refunded or credited to Exhibitor. If nothing has been paid yet, Exhibitor will not be required to pay the outstanding balance (and any invoice for the canceled Exhibition shall be void).
· Exclusivity of Remedy: The refund or credit of fees as described above shall be Exhibitor’s sole and exclusive remedy in the event of an Organizer cancellation under this section. Exhibitor expressly waives all other claims against Organizer for any consequences of cancellation, such as lost profits, travel expenses, or any other damages or costs.
· Postponement or Material Changes: If the Exhibition is postponed to new dates or materially modified (for example, reduced hours, change of venue city, or a shift to a virtual format) due to Force Majeure or other significant reason, the MAW Terms & Conditions (and Exhibitor’s obligations) may be automatically applied to the new dates or format. Organizer will notify Exhibitor of the changes, and Exhibitor will be given the option to accept the changes or terminate its participation. Exhibitor must notify Organizer in writing within a reasonable time (e.g., 14 days) after receiving notice of the changes if it objects and wishes to withdraw. In that case, Exhibitor will receive a refund of amounts paid (minus any pro-rata share of non-recoverable costs as described above) and will be released from paying further fees. If Exhibitor does not object within the allowed time, it will be deemed to have accepted the new dates/format and the MAW Terms & Conditions will continue in effect with the necessary amendments, with no further right of withdrawal.
· Force Majeure During Event: If a Force Majeure Event occurs during the Exhibition (after opening) that necessitates closing the Exhibition early or otherwise curtailing the event, Exhibitor shall not be entitled to any refund. Once the Exhibition has opened to the public (even if it must close prematurely or reduce hours thereafter), Exhibitor is deemed to have received the core benefit of participation. No refunds or reimbursements will be issued for early closure, shortened hours, or reduced attendance due to such events. Exhibitor also waives any claim for damages or compensation arising from the partial performance of the Exhibition under such circumstances.
· Termination of MAW Terms & Conditions: Upon any termination or cancellation of the MAW Terms & Conditions, for whatever reason, neither party shall be relieved of any obligation or liability accrued prior to the termination. Sections of the MAW Terms & Conditions that by their nature are intended to survive (such as indemnities, limitations of liability, content license, and governing law) shall continue in full force and effect. Organizer’s re-entry or reallocation of the exhibit space upon Exhibitor’s default shall not be deemed an acceptance of surrender of the space or a waiver of Organizer’s rights to collect fees.
13. Miscellaneous Provisions
· Governing Law: The MAW Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties agree that the MAW Terms & Conditions is deemed made and entered into in Florida.
· Jurisdiction and Venue: Any dispute, claim, or cause of action arising out of or relating to the MAW Terms & Conditions or the Exhibition shall be brought in a court of competent jurisdiction in Miami-Dade County, Florida. The Exhibitor and Organizer each irrevocably submit to the personal jurisdiction of such Florida courts for the purposes of any such legal action, and waive any objections to venue on grounds of forum non conveniens or otherwise. Notwithstanding the foregoing, Organizer reserves the right to require, by giving written notice to Exhibitor, that any dispute be resolved by binding arbitration in Florida, in which case the parties will in good faith agree on a suitable arbitration process (or, failing MAW Terms & Conditions, under the rules of the American Arbitration Association).
· Waiver of Jury Trial: To the extent permitted by law, the parties mutually waive any right to a trial by jury in any litigation arising out of or related to the MAW Terms & Conditions or the Exhibition, understanding that a bench trial or arbitration will be used to resolve disputes.
· Limitation Period: Any legal action by Exhibitor against Organizer relating to the MAW Terms & Conditions or the Exhibition must be commenced within one (1) year after the cause of action accrues, or it will be deemed irrevocably waived and time-barred.
· No Waiver: The failure of either party to enforce any provision of the MAW Terms & Conditions shall not be deemed a waiver of that provision or of any other provision. No waiver of any breach shall be deemed a further or continuing waiver of the same term or any other term. Any waiver must be in writing and signed by the party waiving a right to be effective.
· Severability: If any provision of the MAW Terms & Conditions is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed (or modified to the minimum extent necessary to make it enforceable), and the remainder of the MAW Terms & Conditions will continue in full effect.
· Entire MAW Terms & Conditions: The MAW Terms & Conditions (including any Exhibitor Manual or additional rules incorporated by reference) constitutes the entire MAW Terms & Conditions between Organizer and Exhibitor regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings, MAW Terms & Conditions, or communications, whether written or oral, concerning such subject matter. Exhibitor acknowledges that no representations or promises not expressly contained in this written MAW Terms & Conditions have been made by Organizer or any of its agents. Any amendment or modification to the MAW Terms & Conditions must be in writing and executed by both parties (electronic acceptance, where provided by Organizer, is sufficient for this purpose).
· Relationship of Parties: Nothing in the MAW Terms & Conditions shall be construed as creating a partnership, joint venture, or agency relationship between Organizer and Exhibitor. Exhibitor is participating in the Exhibition as an independent entity. Neither party has the authority to bind the other to any third-party commitment outside the scope of the MAW Terms & Conditions.
· Assignment: Exhibitor may not assign or transfer the MAW Terms & Conditions or any of its rights or obligations hereunder (including by sale of its business or change of control) without the prior written consent of Organizer. Any attempted assignment without consent shall be void. Organizer shall have the right to assign the MAW Terms & Conditions or any of its rights to any affiliate or successor entity or to subcontract any of its obligations to third parties (such as an event management company), provided that such assignment will not relieve Organizer of its obligations to Exhibitor in the event of non-performance by the assignee.
· Notices: All notices required or permitted under the MAW Terms & Conditions shall be in writing and shall be deemed given: if delivered personally, upon delivery; if sent by email, upon confirmation of successful transmission (or, if sent outside normal business hours, on the next business day); if sent by recognized courier or certified mail, on the date of receipt as confirmed by the courier or postal service. Notices to Organizer shall be sent to legal@miamiartweek.org. Notices to Exhibitor may be sent to the contact information provided in its application.
· Authority: The individual accepting the MAW Terms & Conditions on behalf of Exhibitor represents and warrants that they have full legal authority to bind the Exhibitor (whether an individual artist, gallery, or other entity) to the terms of the MAW Terms & Conditions. Exhibitor represents that accepting and performing the MAW Terms & Conditions will not violate any other agreement or obligations by which Exhibitor is bound.
· Headings: The section headings in the MAW Terms & Conditions are for convenience only and shall not affect the interpretation of the terms.
· Counterparts/Electronic Signatures: The MAW Terms & Conditions may be accepted in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic acceptances (including click-through or online acknowledgments, or scanned PDF confirmations) are binding and deemed equivalent to original signatures.
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End of the Miami Art Week (MAW) Exhibitor Guidelines & Terms and Conditions of Participation.
Please contact Miami Art Week Exhibitor Services at exhibitorservices@miamiartweek.org promptly with any questions.