MIAMI ART WEEK™ EXHIBITOR AGREEMENT Terms & Conditions of Participation Effective January 1, 2026

PREAMBLE Miami Art Week™, together with its affiliated exhibitions, publications, digital platforms, media initiatives, memberships, educational programming, and related activities, is organized and administered by Miami Art Week, LLC and its affiliated entities (collectively, the "Organizer"), as defined in this Agreement, presents a series of curated contemporary art exhibitions, cultural programs, educational events, media initiatives, and digital platforms (collectively, the "Event"), including but not limited to:

arteNXT™ photoMIAMI® Art Coral Gables® Miami Art Week™ Kickoff Party Miami Art Week™ Panel Discussion Series ARTWEEK™ Miami Media Festival ARTWEEK™ Magazine ARTWEEK™ digital platforms Existing and future exhibitions, art fairs, photography festivals, film festivals, media festivals, competitions, awards programs, marketplaces, publications, memberships, educational programming, livestreams, streaming services, virtual events, digital platforms, online marketplaces, and other activities organized, produced, presented, licensed, administered, promoted, or managed by Organizer. This Exhibitor Agreement ("Agreement") governs participation by artists, photographers, filmmakers, galleries, artist collectives, nonprofit arts organizations, curators, educational institutions, creative professionals, sponsors, and other approved participants (collectively, the "Exhibitor") in any Event produced by Organizer.

By submitting an Exhibitor Application, accepting Exhibition Space, remitting any exhibition fee, delivering artwork, or otherwise participating in an Event, the Exhibitor agrees to be bound by this Agreement, together with the Exhibitor Manual, Exhibition Guidelines, Exhibitor Application, Acceptance Letter, invoices, and any written amendments issued by Organizer, all of which are incorporated herein by reference.

Miami Art Week™ is committed to presenting professionally curated exhibitions that support artists, encourage cultural exchange, and respect the creative, intellectual property, and commercial rights of every Exhibitor.

DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below.

Agreement "Agreement" means these Miami Art Week™ Exhibitor Terms & Conditions together with the Exhibitor Application, Acceptance Letter, Exhibitor Manual, Exhibition Guidelines, invoices, schedules, policies, and any written amendments issued by Organizer.

Artwork "Artwork" means all original works of visual art, photography, sculpture, installation, mixed media, digital art, AI-assisted artwork, prints, moving image works, or other creative works exhibited, displayed, promoted, or offered by Exhibitor.

Event "Event" means any exhibition, art fair, gallery exhibition, photography exhibition, photography competition, film festival, media festival, screening, conference, symposium, panel discussion, awards program, educational program, livestream, streaming presentation, virtual event, online exhibition, marketplace, membership program, publication, digital platform, competition, auction, fundraiser, reception, networking event, workshop, artist residency, or any other activity organized, produced, presented, administered, licensed, promoted, sponsored, or managed by Organizer.

Exhibition Space "Exhibition Space" means the wall space, booth, gallery area, display area, floor space, installation area, or other location assigned by Organizer for Exhibitor's participation.

Exhibitor "Exhibitor" means any artist, photographer, gallery, dealer, curator, nonprofit organization, institution, collective, corporation, partnership, or other entity accepted by Organizer to participate in an Event.

Exhibitor Materials "Exhibitor Materials" means all photographs, Artwork, artwork images, artist biographies, statements, resumes, videos, films, motion pictures, trailers, screeners, audio recordings, music, sound recordings, captions, subtitles, transcripts, posters, still images, promotional clips, interviews, logos, trademarks, marketing materials, catalogs, descriptive text, metadata, digital assets, and any other materials submitted or provided by Exhibitor in connection with any Event.

Organizer "Organizer" means Miami Art Week, LLC, together with its parent companies, subsidiaries, affiliated entities, commonly controlled entities, successors, assigns, licensors, licensees, and authorized representatives, including, without limitation, Blue Sky Ventures Group, Inc., Blue Sky Ventures IP Holdings, LLC, ARTWEEK Media, LLC, Art Week Global Foundation, Inc., and any entity now existing or hereafter established that owns, licenses, manages, produces, promotes, publishes, administers, or operates Miami Art Week™, ARTWEEK™, arteNXT™, photoMIAMI®, Art Coral Gables®, Miami Art Week™ Magazine, ARTWEEK™ digital platforms, or any related exhibitions, festivals, media initiatives, publications, websites, digital services, competitions, educational programs, memberships, or affiliated activities.

Venue "Venue" means the building, gallery, museum, event space, or property at which an Event is conducted.

SECTION 1 — Participation and Acceptance 1.1 Application Submission of an Exhibitor Application constitutes a request for participation in one or more Miami Art Week™ Events. Applications must be complete and include all requested information, supporting materials, images, and applicable fees.

Submission of an application does not guarantee acceptance.

1.2 Curatorial Review Applications are reviewed by Organizer through a curatorial selection process based upon artistic quality, originality, presentation, relevance to the Event, available Exhibition Space, and overall exhibition objectives.

Organizer reserves the right to accept or decline any application.

1.3 Acceptance An application becomes effective only upon Organizer's written acceptance through an Acceptance Letter or email confirmation.

Following acceptance, Exhibitor agrees to comply with:

this Agreement; the Exhibitor Manual; Exhibition Guidelines; installation instructions; payment schedules; and any additional written policies issued by Organizer. 1.4 No Guarantee of Future Acceptance Participation in a previous Miami Art Week™ Event does not create any right or expectation of acceptance into future Events.

SECTION 2 — Exhibition Space 2.1 Assignment of Exhibition Space Organizer will assign Exhibition Space based upon the exhibition category, selected exhibition package, curatorial considerations, and space availability.

Although Organizer will make reasonable efforts to accommodate requested locations, no specific Exhibition Space is guaranteed.

2.2 Modification of Floor Plan Organizer reserves the right to modify:

floor plans; Exhibition Space dimensions; gallery layouts; traffic flow; exhibition locations; and neighboring Exhibitors, whenever reasonably necessary for the successful operation of the Event.

Such modifications shall not constitute a breach of this Agreement.

2.3 Nature of Rights Granted Exhibitor receives only a temporary license to occupy the assigned Exhibition Space during the published Event dates.

Nothing in this Agreement creates:

a lease; tenancy; ownership interest; exclusive right of occupancy; or continuing right to participate in future Events. Organizer retains full control over all Exhibition Spaces throughout the Event.

2.4 Exhibition Space Standards Exhibition Spaces shall be used solely for the display of Artwork and approved promotional materials consistent with the accepted Exhibitor Application.

Organizer may require removal of any Artwork or material that:

violates applicable law; infringes intellectual property rights; presents safety concerns; materially differs from the accepted application; or is inconsistent with the professional standards or curatorial objectives of the Event. SECTION 3 — Fees and Payment 3.1 Exhibition Fees Exhibitor agrees to pay all exhibition fees, upgrades, service charges, and other approved costs according to the payment schedule established by Organizer.

Unless otherwise specified in writing:

fifty percent (50%) of the Exhibition Fee is due upon acceptance; and the remaining balance is due by the payment deadline stated in the Acceptance Letter or invoice. All payments shall be made in U.S. Dollars.

3.2 Late or Non-Payment Failure to make timely payment constitutes a material breach of this Agreement.

Organizer may:

cancel Exhibitor's participation; reassign the Exhibition Space; refuse installation or occupancy; suspend Event privileges; or pursue collection of unpaid amounts. 3.3 Cancellation by Exhibitor Except as expressly provided elsewhere in this Agreement, exhibition fees are non-refundable.

If Exhibitor withdraws after acceptance, Organizer may retain all payments previously received and may pursue any remaining balance due under this Agreement.

Organizer may, at its sole discretion, issue a partial refund or future credit if the Exhibition Space is successfully reassigned.

3.4 Collection Costs Exhibitor shall reimburse Organizer for reasonable costs incurred in collecting overdue balances, including attorneys' fees, court costs, and collection expenses, to the extent permitted by applicable law.

SECTION 4 — Exhibition Operations 4.1 Exhibition Installation Organizer will provide the Exhibition Space substantially consistent with the exhibition package selected by the Exhibitor.

Unless otherwise specified for a particular Event, Exhibitors are responsible for delivering Artwork to the designated Venue in accordance with the published delivery schedule and artwork preparation requirements.

Organizer, or its designated installation team, will install and arrange Artwork for Events utilizing a centrally curated gallery format, including photoMIAMI® and arteNXT™, unless otherwise advised. For other Events, installation responsibilities will be communicated in the Exhibitor Manual or Event Guidelines.

All Artwork must arrive professionally prepared for installation, including appropriate framing, hanging hardware, labeling, and any required installation instructions.

Organizer reserves the right to decline installation of Artwork that is unsafe, improperly prepared, damaged upon arrival, or inconsistent with published exhibition requirements.

4.2 Exhibition Standards Exhibitors shall maintain a professional presentation throughout the Event.

Artwork, promotional materials, and displays must remain within the assigned Exhibition Space unless otherwise approved by Organizer.

Organizer may require removal of any item that:

violates applicable law; infringes the rights of another party; presents a safety concern; materially differs from the approved application; interferes with neighboring Exhibitors; or is inconsistent with the curatorial objectives or professional standards of the Event. 4.3 Exhibition Hours Exhibition Spaces must remain open and professionally maintained during all published public and VIP exhibition hours.

Artwork, displays, and Exhibition Spaces may not be dismantled before the official close of the Event without Organizer's written approval.

4.4 Move-In and Move-Out Exhibitors shall comply with all published schedules for artwork delivery, installation, removal, and shipping.

Artwork or other property remaining after the published removal deadline may, at Organizer's discretion, be deemed abandoned and may be removed, stored, returned, sold, recycled, or otherwise disposed of at Exhibitor's sole risk and expense. Organizer and the Venue shall have no liability for any loss or damage to abandoned property, and Exhibitor shall reimburse Organizer upon demand for all reasonable costs incurred in removing, storing, shipping, or disposing of such property.

4.5 Exhibitor Credentials Organizer will issue Exhibitor credentials as appropriate for each Event.

Credentials remain the property of Organizer, are non-transferable, and may be revoked for misuse or violation of this Agreement.

Organizer reserves the right to limit the number of credentials issued for each Exhibition Space. Additional credentials may be made available, subject to availability, upon payment of the then-current credential fee established by Organizer.

SECTION 5 — Exhibitor Responsibilities 5.1 Compliance Exhibitor agrees to comply with:

all applicable federal, state, and local laws; Venue policies; fire and safety regulations; applicable tax laws; customs and import/export regulations; Organizer policies; the Exhibitor Manual; and all reasonable instructions issued by Organizer. Exhibitor shall obtain and maintain, at its sole expense, all licenses, permits, approvals, registrations, and governmental authorizations required for its participation in the Event or the conduct of its activities.

If Organizer, the Venue, or any governmental authority identifies a violation of applicable law, fire code, safety regulation, or Venue policy, Exhibitor shall immediately correct the violation at its sole expense. If Exhibitor fails to do so promptly, Organizer may remove, relocate, modify, or otherwise alter the Exhibition Space or Exhibitor Materials as reasonably necessary to eliminate the violation, without liability to Organizer.

Exhibitor shall ensure that its Exhibition Space, displays, demonstrations, and activities comply with all applicable accessibility laws, including the Americans with Disabilities Act ("ADA"), to the extent applicable to Exhibitor's activities, and shall not create unnecessary barriers to accessibility or interfere with accessible routes established by Organizer or the Venue.

Exhibitor is solely responsible for supervising any minor participating on Exhibitor's behalf. Exhibitor represents that any required parental or legal guardian consent has been obtained and that all applicable child labor, education, safety, and other laws have been satisfied. Organizer assumes no supervisory responsibility for minors participating on behalf of Exhibitor.

5.2 Permitted Activities Exhibition Spaces shall be used solely for purposes approved by Organizer.

Without Organizer's prior written approval, Exhibitor shall not:

sublease, assign, license, share, or otherwise permit any third party to use or occupy any portion of the assigned Exhibition Space; display Artwork or promotional materials not included in the approved Exhibitor Application; conduct activities outside the assigned Exhibition Space; obstruct aisles or emergency exits; damage Venue property; use hazardous materials; operate excessive sound or lighting; distribute food or beverages without authorization; or conduct unauthorized commercial filming, livestreaming, or broadcasting. possess, distribute, or serve alcoholic beverages without Organizer's prior written approval; possess or use illegal drugs, controlled substances, or hazardous substances except as lawfully authorized; bring live animals into the Venue except service animals recognized by applicable law or animals specifically approved in writing by Organizer. Any animal approved by Organizer must remain under the control of its owner or handler at all times. Organizer may require the immediate removal of any animal that presents a safety risk, causes disruption, damages property, or otherwise interferes with the safe or orderly operation of the Event. Approved Co-Exhibitors Organizer may, in its sole discretion, approve a request for another artist, gallery, organization, or other participant (a "Co-Exhibitor") to share an Exhibition Space. Any such approval must be in writing and may be conditioned upon compliance with additional requirements established by Organizer, including execution of applicable participation documents.

Organizer may assess a Co-Exhibitor Fee of Four Hundred Dollars (US $400.00) for each approved Co-Exhibitor sharing an Exhibition Space. The Co-Exhibitor Fee shall be paid in full before the Event or as otherwise invoiced by Organizer.

The primary Exhibitor shall remain solely responsible for all Exhibition Fees, Co-Exhibitor Fees, compliance with this Agreement, damage to the Venue or Exhibition Space, and all acts or omissions of any approved Co-Exhibitor, its personnel, contractors, representatives, or guests.

Any unauthorized sharing, subleasing, assignment, licensing, or transfer of Exhibition Space constitutes a material breach of this Agreement. Organizer may revoke participation, remove unauthorized persons or Artwork, reassign the Exhibition Space, retain all Exhibition Fees previously paid, and pursue any other remedies available under this Agreement, without liability to Exhibitor.

5.3 Shipping and Customs Exhibitor is solely responsible for:

transportation; packing; freight; customs brokerage; import and export documentation; applicable duties and taxes; shipping insurance; and timely delivery and return of Artwork. Organizer assumes no responsibility for delays, customs holds, shipping damage, carrier errors, or governmental actions affecting Artwork shipments.

5.4 Sales and Commercial Transactions Unless otherwise announced for a particular Event, Exhibitors may offer Artwork for sale.

All sales are conducted exclusively between the Exhibitor and the purchaser.

Organizer does not act as:

broker; art dealer; payment processor; escrow agent; consignor; or shipping intermediary. Organizer assumes no responsibility for:

payment collection; unpaid invoices; taxes; shipping arrangements; authenticity disputes; warranties; returns; or post-sale obligations. Unless otherwise agreed in writing, Exhibitors retain 100% of all proceeds from Artwork sales, and Organizer does not charge commissions on Artwork sold during the Event.

Sales Tax Compliance Exhibitor is solely responsible for determining, collecting, reporting, and remitting any federal, state, or local sales, use, value-added, or similar taxes arising from the sale of Artwork or other goods or services. Where required by law, Exhibitor shall obtain and maintain all applicable sales tax registrations, resale certificates, permits, or licenses necessary to conduct retail sales during the Event. Organizer assumes no responsibility for Exhibitor's tax compliance or reporting obligations.

5.5 Care of Venue Without Organizer's prior written approval, Exhibitor shall not nail, staple, screw, tape, glue, paint, or otherwise affix any materials to Venue walls, ceilings, floors, fixtures, or other property except as expressly permitted by Organizer or the Venue.

Exhibitors are responsible for any damage caused by themselves, their representatives, contractors, or guests.

Repair or replacement costs assessed by the Venue or Organizer shall be reimbursed by Exhibitor upon demand.

SECTION 6 — Artist Rights, Artwork Standards, and Authenticity 6.1 Artist Rights Miami Art Week™ recognizes and respects the intellectual property and commercial rights of artists and Exhibitors.

Accordingly:

Artists retain 100% ownership and copyright of all Artwork submitted to or exhibited at any Miami Art Week™ Event. Submission or exhibition of Artwork does not transfer ownership or copyright to Organizer. Except as expressly provided in the Content License contained in this Agreement, all intellectual property rights remain the property of the artist or other lawful copyright owner. Exhibitors retain 100% ownership of all Artwork displayed during the Event. Exhibitors retain 100% of proceeds from Artwork sales, unless otherwise agreed in writing. 6.2 Authenticity Exhibitor represents and warrants that all Artwork exhibited or offered for sale:

is authentic as represented; is lawfully owned or represented by Exhibitor; does not infringe the intellectual property rights of any third party; and complies with all applicable laws. Organizer may request documentation supporting authenticity, ownership, or provenance whenever reasonably necessary.

Organizer may remove Artwork if authenticity, ownership, or legal compliance cannot be reasonably established.

6.3 Copyright and Intellectual Property Exhibitor warrants that all Artwork, images, trademarks, logos, and Exhibitor Materials submitted to Organizer may lawfully be displayed, reproduced, and used in accordance with this Agreement.

Exhibitor agrees to indemnify Organizer against claims arising from infringement of copyrights, trademarks, publicity rights, moral rights, or other intellectual property rights relating to Exhibitor's Artwork or Exhibitor Materials.

For audiovisual works, films, videos, recordings, and other media submissions, Exhibitor further represents and warrants that all necessary licenses, synchronization rights, performance rights, appearance releases, location releases, music licenses, talent releases, guild or union permissions (where applicable), and any other permissions necessary for Organizer's authorized use of the Exhibitor Materials have been obtained. Exhibitor further represents that Organizer's exercise of the rights granted under this Agreement will not require Organizer to obtain any additional licenses or make any additional royalty payments to any third party.

6.4 Prohibited Artwork Organizer reserves the right to refuse or remove any Artwork that:

violates applicable law; infringes another person's rights; presents a safety hazard; is counterfeit or unauthorized; materially differs from the accepted application; or is otherwise inconsistent with the professional standards or curatorial objectives of the Event. Removal of Artwork under this Section shall not entitle Exhibitor to any refund or compensation.

6.5 Ownership of Organizer Intellectual Property All trademarks, service marks, trade names, logos, copyrights, trade dress, domain names, business names, branding, goodwill, website content, publications, promotional materials, software, databases, digital platforms, audiovisual works, and other intellectual property associated with Miami Art Week™, ARTWEEK™, arteNXT™, photoMIAMI®, Art Coral Gables®, ARTWEEK™ Magazine, ARTWEEK™ digital platforms, and all related exhibitions, festivals, competitions, media initiatives, publications, memberships, educational programs, websites, software, digital services, and affiliated programs (collectively, the "Organizer Intellectual Property") are owned by the applicable Organizer entity, including, where applicable, Blue Sky Ventures IP Holdings, LLC, Miami Art Week, LLC, and/or other entities comprising the Organizer, or are used by Organizer under valid license or other authorization.

Ownership of specific Organizer Intellectual Property shall remain with the applicable Organizer entity or its licensor. Nothing contained in this Agreement shall be construed as transferring, assigning, licensing, or otherwise affecting ownership of any Organizer Intellectual Property among Organizer entities or between Organizer and Exhibitor.

Nothing contained in this Agreement grants Exhibitor any ownership interest in, license to, or right to use any Organizer Intellectual Property except as expressly authorized in writing by Organizer.

Any goodwill arising from Exhibitor's authorized use of Organizer trademarks, service marks, trade names, logos, or other branding shall inure solely to the benefit of the applicable owner of such Organizer Intellectual Property.

SECTION 7 — Insurance 7.1 Responsibility for Artwork Exhibitor is solely responsible for the transportation, storage, handling, security, and insurance of all Artwork, equipment, displays, and personal property before, during, and after the Event.

Organizer does not insure Exhibitor property against loss, theft, damage, or destruction.

7.2 Insurance Recommendations Organizer strongly recommends that all Exhibitors maintain appropriate insurance coverage for Artwork and personal property throughout transportation, installation, exhibition, storage, and return shipment.

Commercial galleries, institutions, contractors, and Exhibitors utilizing large installations or specialty equipment may be required by Organizer to provide evidence of:

Commercial General Liability Insurance; Fine Art or Property Insurance; Workers' Compensation Insurance (where required by law); and any additional coverage reasonably required by the Venue. Where required, Organizer reserves the right to require Exhibitor to provide a Certificate of Insurance naming Organizer, the applicable Venue owner, landlord, sponsor, governmental entity, or other parties designated by Organizer as Additional Insureds whenever Organizer determines such coverage is appropriate for the nature of the Event or Exhibitor's participation.

7.3 Security Organizer may provide general building security during the Event.

Such security is provided for the overall operation of the Event and does not constitute individual protection of Exhibitor property.

Organizer does not guarantee protection against:

theft; vandalism; accidental damage; fire; water damage; loss during installation or dismantling; or other casualty. Exhibitors are encouraged to take reasonable precautions appropriate to the value of their Artwork.

SECTION 8 — Ownership of Artwork and Intellectual Property 8.1 Ownership Exhibitor retains all copyrights and ownership interests in Artwork and Exhibitor Materials submitted to Organizer.

Nothing contained in this Agreement transfers ownership of any copyright, trademark, or other intellectual property belonging to either Exhibitor or Organizer except as expressly provided herein.

About the Content License (Plain-English Explanation) When Exhibitor participates in Miami Art Week™, Organizer promotes Exhibitor's Artwork, Exhibitor Materials, gallery, biography, and related information through Organizer's websites, digital platforms, social media channels, press releases, catalogs, email communications, advertising, and official media, marketing, and promotional partners.

Once these materials have been lawfully published or distributed as part of the Event, they may also be reproduced, shared, archived, indexed, cached, or redistributed by independent third parties beyond Organizer's reasonable control, including news organizations, media outlets, search engines, libraries, social media platforms, and other online services. As a result, copies may remain publicly available even after the Event has concluded or after Organizer removes content from platforms under its direct control.

For these reasons, Organizer requires Exhibitor to grant the Content License described in Section 8.2. The Content License does not transfer ownership of Exhibitor's Artwork, copyrights, trademarks, or other intellectual property. Exhibitor retains ownership of its intellectual property. The license simply permits Organizer and its authorized partners to use Exhibitor Materials for the promotional, educational, editorial, documentary, historical, and archival purposes described in this Agreement without the need to obtain additional permission for each use.

Organizer may remove Exhibitor Materials from websites and digital platforms under its direct control where appropriate. However, Organizer cannot control, require the removal of, or accept responsibility for copies that have been lawfully published, archived, indexed, cached, or redistributed by independent third parties.

Questions regarding this Content License may be directed to Exhibitor Services at exhibitorservices@miamiartweek.org or legal@miamiartweek.org.

8.2 Content License Exhibitor grants Organizer, together with its affiliates, sponsors, media partners, licensees, successors, assigns, and authorized representatives, a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to reproduce, publish, distribute, display, perform, exhibit, stream, transmit, make available on demand, archive, synchronize, promote, broadcast, webcast, podcast, digitally exhibit, and otherwise use Exhibitor Materials in any media now known or later developed for purposes including:

Event promotion; future Events and affiliated exhibitions, festivals, media festivals, competitions, publications, educational programming, digital platforms, and other Organizer programs; advertising; websites; social media; press releases; catalogs; educational programming; archival documentation; publications; editorial coverage; and other promotional or informational purposes relating to Miami Art Week™ and its affiliated programs. Organizer may sublicense these rights to official media partners, sponsors, printers, publishers, marketing agencies, broadcasters, and contractors engaged in producing or promoting the Event.

No additional compensation shall be due to Exhibitor for such use.

Internet Publishing and Third-Party Distribution Miami Art Week™ can manage and, where appropriate, update or remove Exhibitor Materials from websites and digital platforms under its direct control. However, once Exhibitor Materials have been lawfully published or distributed as part of the Event, they may also be reproduced, archived, indexed, cached, or redistributed by independent third parties, including news organizations, media outlets, search engines, libraries, social media platforms, and other online services. Because these third parties operate independently of Miami Art Week™, Organizer cannot control or require the removal of such content and shall not be responsible for its continued availability or distribution by third parties beyond Organizer's reasonable control.

8.3 Representations Exhibitor represents and warrants that:

Exhibitor owns or controls all necessary copyrights and permissions relating to Exhibitor Materials; Organizer's use of Exhibitor Materials as authorized herein will not infringe the rights of any third party; and all necessary permissions, releases, and licenses have been obtained. Exhibitor agrees to indemnify Organizer against claims arising from any breach of these warranties.

Exhibitor acknowledges that Organizer relies upon the foregoing warranties when accepting Exhibitor Materials and authorizing participation in the Event.

8.4 Credit Organizer will use commercially reasonable efforts to provide artist attribution whenever reasonably practical and consistent with the intended use of the Exhibitor Materials.

Failure to provide credit shall not constitute a breach of this Agreement.

Organizer may make reasonable formatting, sizing, cropping, or color adjustments required for publication or production.

SECTION 9 — Photography, Video & Media Release 9.1 Event Documentation Organizer, accredited media, sponsors, and authorized photographers or videographers may photograph, film, livestream, or otherwise record the Event.

Such recordings may include:

Artwork; Exhibition Spaces; Exhibitor personnel; visitors; and Event activities. 9.2 Consent Exhibitor grants Organizer and its authorized media partners the perpetual right to photograph, film, record, livestream, webcast, stream, reproduce, publish, distribute, broadcast, exhibit, archive, synchronize, and otherwise use Event documentation depicting:

Exhibitor; Artwork; Exhibition Space; business name; trademarks; personnel; and related activities for promotional, educational, editorial, archival, historical, documentary, and marketing purposes.

No compensation shall be owed for such use.

9.3 Staff Notification Exhibitor shall notify participating artists, staff members, contractors, and representatives that photography and recording will occur throughout the Event.

Any request to avoid photographing a specific individual must be submitted to Organizer in writing prior to the Event.

Organizer will make reasonable efforts to honor such requests but cannot guarantee complete exclusion.

9.4 Exhibitor Photography Exhibitors may photograph or record their own Exhibition Space for personal, editorial, archival, and promotional purposes.

Commercial filming, livestreaming, or extensive recording of the Event or of other Exhibitors requires Organizer's prior written approval.

Exhibitors shall respect the copyrights and privacy rights of other Exhibitors.

SECTION 10 — Limitation of Liability 10.1 No Warranty Organizer does not guarantee:

attendance; Artwork sales; media coverage; collector attendance; commercial success; internet availability; uninterrupted utilities; or any specific business outcome resulting from participation. Participation is undertaken entirely at Exhibitor's own commercial judgment.

10.2 Assumption of Risk Exhibitor voluntarily assumes all risks associated with participation in the Event, including risks relating to:

transportation; installation; exhibition; dismantling; theft; accidental damage; personal injury; illness; acts of third parties; weather; utility interruptions; and other risks ordinarily associated with public exhibitions. 10.3 Limitation of Liability To the fullest extent permitted by law, Organizer shall not be liable for:

indirect damages; consequential damages; incidental damages; special damages; punitive damages; lost profits; lost business opportunities; or loss of goodwill. Organizer shall not be responsible for loss of or damage to Artwork or Exhibitor property except to the extent directly resulting from Organizer's gross negligence or willful misconduct.

Organizer's aggregate liability arising from this Agreement shall never exceed the total Exhibition Fees actually paid by Exhibitor.

The limitations of liability contained in this Agreement apply equally to every entity included within the defined term "Organizer" and to each of their respective officers, directors, managers, members, employees, volunteers, contractors, agents, licensors, licensees, successors, and assigns.

10.4 Third-Party Services Organizer may recommend or coordinate independent service providers including:

shippers; installers; customs brokers; framers; photographers; printers; AV contractors; security providers; and caterers. Such providers operate independently.

Organizer assumes no liability for their acts, omissions, delays, or performance.

10.5 Third-Party Platforms Organizer may utilize independent digital platforms, ticketing providers, livestreaming services, payment processors, online marketplaces, streaming platforms, content delivery networks, social media platforms, artificial intelligence tools, cloud storage providers, digital asset management systems, analytics services, communication platforms, and other third-party technologies in connection with the planning, administration, promotion, operation, and delivery of the Event.

Organizer shall not be liable for interruptions, outages, delays, service failures, security incidents, cyberattacks, unauthorized access, data loss, content removal, policy changes, account suspensions, service discontinuation, or any other acts, omissions, or failures attributable to such third-party providers, except to the extent directly resulting from Organizer's gross negligence or willful misconduct.

10.6 Force Majeure Organizer shall not be liable for delay, cancellation, postponement, interruption, or modification of the Event caused by circumstances beyond its reasonable control, including but not limited to:

natural disasters; severe weather; fire; flood; epidemic or pandemic; terrorism; governmental action; labor disputes; utility failures; civil unrest; transportation interruptions; or any other event rendering the Event impracticable or impossible. Force Majeure events shall be governed by the cancellation provisions contained in Section 12 of this Agreement.

SECTION 11 — Indemnification 11.1 Exhibitor Indemnification Exhibitor shall indemnify, defend, and hold harmless Organizer, as defined herein, together with each entity comprising Organizer and each of their respective officers, directors, managers, members, employees, contractors, volunteers, agents, licensors, licensees, successors, assigns, sponsors, Venue owners, media partners, and authorized representatives (collectively, the "Indemnified Parties") from and against any claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

Exhibitor's participation in the Event; injury, illness, death, or property damage caused by Exhibitor or its representatives; infringement of copyrights, trademarks, publicity rights, or other intellectual property rights; disputes regarding authenticity, ownership, provenance, or sale of Artwork; violations of applicable laws; breaches of this Agreement; or acts or omissions of Exhibitor's employees, contractors, guests, or approved co-Exhibitors. This obligation survives completion of the Event and termination of this Agreement.

SECTION 12 — Cancellation & Force Majeure 12.1 Cancellation by Organizer Organizer reserves the right to postpone, relocate, modify, shorten, suspend, or cancel an Event whenever reasonably necessary, including as a result of Force Majeure, Venue unavailability, governmental action, public safety concerns, insufficient participation, or other circumstances beyond Organizer's reasonable control.

Organizer will make reasonable efforts to notify Exhibitors promptly.

12.2 Cancellation by Exhibitor Cancellation requests must be submitted in writing.

Unless otherwise stated in writing:

Exhibition deposits are non-refundable. Exhibition fees remain due according to the published payment schedule. Organizer may, at its discretion, issue a partial refund or future event credit if the Exhibition Space is successfully reassigned. 12.3 Force Majeure If an Event is cancelled before opening due to Force Majeure, Organizer may deduct reasonable, documented, non-recoverable costs incurred in planning and producing the Event, including but not limited to:

Venue deposits; marketing and advertising; production expenses; staffing; insurance; administrative costs; and contractor commitments. After deduction of such costs, Organizer may refund or credit any remaining Exhibition Fees previously paid.

Such refund or credit shall constitute Exhibitor's sole remedy.

Organizer shall not be liable for travel expenses, hotel costs, shipping expenses, lost sales, lost profits, or consequential damages arising from cancellation.

12.4 Force Majeure During the Event If an Event has officially opened to the public and is subsequently shortened, suspended, or terminated due to Force Majeure, no refund shall be required.

Exhibitor acknowledges that participation commenced upon opening of the Event.

12.5 Survival Termination of this Agreement shall not affect provisions intended by their nature to survive, including:

indemnification; limitation of liability; intellectual property; content licensing; payment obligations; governing law; and dispute resolution. SECTION 13 — Privacy Organizer collects Exhibitor information solely for purposes of:

administering Events; communicating with Exhibitors; processing applications and payments; promoting Miami Art Week™ exhibitions; maintaining historical exhibition records; and complying with legal obligations. Organizer does not sell Exhibitor personal information to third parties.

Organizer's collection, use, storage, disclosure, retention, and protection of personal information are also governed by Organizer's Privacy Policy, as amended from time to time, which is incorporated herein by reference to the extent permitted by applicable law.

Organizer may share Exhibitor information with trusted contractors, cloud hosting providers, streaming providers, digital asset management providers, artificial intelligence service providers acting solely on Organizer's behalf, competition administrators, judging panels, or other technology providers, payment processors, insurers, media partners, and service providers solely as necessary for administration or promotion of the Event.

SECTION 14 — Code of Conduct Miami Art Week™ is committed to maintaining a welcoming, professional, and respectful environment.

All Exhibitors, artists, staff, contractors, sponsors, collectors, media representatives, volunteers, and attendees are expected to conduct themselves professionally.

The following conduct is prohibited:

harassment; discrimination; intimidation; abusive or threatening behavior; disruptive conduct; damage to Artwork or property; unsafe activities; unauthorized solicitation; and violations of Venue policies. Organizer reserves the right to remove any individual or Exhibitor whose conduct jeopardizes the safety, reputation, or successful operation of the Event.

Removal for violations of this Section shall not entitle Exhibitor to any refund.

SECTION 15 — Miscellaneous Provisions Governing Law This Agreement shall be governed by the laws of the State of Florida.

Venue Except as otherwise provided in this Section, any lawsuit or judicial proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties irrevocably consent to the jurisdiction and venue of such courts.

At Organizer's sole election, Organizer may require that any dispute, claim, or controversy arising out of or relating to this Agreement be resolved exclusively through final and binding arbitration. Organizer shall exercise such election by providing written notice to Exhibitor before filing a responsive pleading in any court action or, if Organizer initiates the proceeding, in the initial demand or notice asserting the claim.

Unless the parties otherwise agree in writing, any arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its applicable Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Miami-Dade County, Florida, before a single arbitrator. Judgment upon the arbitration award may be entered in any court having jurisdiction.

If Organizer does not timely elect arbitration in accordance with this Section, any dispute shall proceed exclusively in the state or federal courts located in Miami-Dade County, Florida.

Jury Trial Waiver To the fullest extent permitted by applicable law, if any dispute is litigated in court rather than resolved through arbitration pursuant to this Agreement, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury.

Limitation Period Any claim against Organizer must be commenced within one (1) year after the claim accrues.

Entire Agreement This Agreement, together with the Exhibitor Application, Acceptance Letter, Exhibitor Manual, Exhibition Guidelines, invoices, and written amendments, constitutes the complete agreement between Organizer and Exhibitor.

Amendments Organizer may revise this Agreement for future Events.

Material revisions affecting accepted Exhibitors will be communicated in writing.

Assignment Exhibitor may not assign this Agreement without Organizer's written consent.

Organizer may assign, delegate, sublicense, or transfer any of its rights or obligations under this Agreement to any affiliated entity, parent company, subsidiary, successor organization, intellectual property holding company, media company, or other entity under common ownership or control without Exhibitor consent.

Severability If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

No Waiver Failure to enforce any provision shall not constitute waiver of that provision or any other right.

Notices Official notices shall be delivered by email, recognized courier, or certified mail using the contact information provided by each party.

Electronic Acceptance Electronic signatures, online acceptances, click-through acknowledgements, and electronic payment of Exhibition Fees shall constitute valid acceptance of this Agreement.

Authority The individual accepting this Agreement represents that they possess authority to bind the Exhibitor.

Relationship of the Parties Nothing contained in this Agreement creates a partnership, joint venture, employment relationship, or agency between Organizer and Exhibitor.

Intellectual Property. Ownership and reservation of Organizer Intellectual Property, and any license rights granted to Exhibitor, are governed by Sections 6.5 and 16 of this Agreement.

SECTION 16 — Intellectual Property, Branding & Authorized Use 16.1 Incorporation of Ownership Provisions Ownership of Organizer Intellectual Property is governed by Section 6.5 of this Agreement, which is incorporated into this Section by reference. Nothing contained in this Section transfers to Exhibitor any ownership interest in Organizer Intellectual Property. Section 16 supplements, but does not modify, the ownership rights established in Section 6.5.

16.2 Reservation of Rights Except for the limited rights expressly granted under this Agreement, Organizer reserves all right, title, and interest in and to the Organizer Intellectual Property.

Participation in any Event does not create any ownership interest, franchise, partnership, joint venture, sponsorship, endorsement, implied license, or continuing right to use Organizer Intellectual Property.

No rights shall arise by implication, estoppel, waiver, or otherwise.

16.3 Limited License to Promote Participation During Exhibitor's approved participation in an Event, Organizer grants Exhibitor a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use approved Event names, logos, promotional graphics, and other Organizer branding solely to identify and promote Exhibitor's participation in the applicable Event.

Such use shall:

accurately identify the applicable Event; comply with Organizer's Brand Guidelines and published policies; not modify, distort, animate, recolor, recreate, or create derivative versions of Organizer branding; not imply ownership, sponsorship, endorsement, certification, partnership, or affiliation beyond Exhibitor's approved participation; and immediately cease upon expiration or termination of Exhibitor's participation or upon Organizer's written request. 16.4 Prohibited Uses Without Organizer's prior written consent, Exhibitor shall not:

register or attempt to register any trademark, service mark, trade name, domain name, business name, social media account, username, or other identifier incorporating Organizer Intellectual Property; copy, imitate, modify, recreate, adapt, translate, animate, or create derivative works from Organizer Intellectual Property; use Organizer Intellectual Property in any manner that is false, misleading, deceptive, defamatory, unlawful, or likely to create confusion regarding sponsorship, endorsement, affiliation, or source; manufacture, distribute, license, or sell merchandise bearing Organizer Intellectual Property; use Organizer Intellectual Property in connection with artificial intelligence systems, machine learning datasets, large language models, automated content generation, NFTs, blockchain projects, digital collectibles, metaverse environments, or similar technologies in any manner suggesting Organizer sponsorship or ownership; remove, obscure, or alter any copyright, trademark, attribution, or proprietary notice appearing on Organizer materials; or otherwise use Organizer Intellectual Property except as expressly authorized by Organizer. 16.5 Brand Standards Organizer may publish Brand Guidelines, Trademark Usage Guidelines, Media Policies, or other branding standards governing the proper use of Organizer Intellectual Property.

Exhibitor agrees to comply with all such standards, as they may be amended from time to time.

Failure to comply may result in suspension or revocation of Exhibitor's authorization to use Organizer Intellectual Property and may constitute a material breach of this Agreement.

16.6 Exhibitor Intellectual Property Nothing contained in this Agreement transfers ownership of Exhibitor's Artwork, copyrights, trademarks, moral rights, publicity rights, or other intellectual property.

Organizer acknowledges that Exhibitor retains ownership of all Artwork and Exhibitor Materials except for the limited promotional license expressly granted under Section 8 of this Agreement.

16.7 Publicity and Identification Organizer may identify Exhibitor as a participant in the applicable Event and may use Exhibitor's name, business name, gallery name, artist biography, approved trademarks, logos, Artwork, and Exhibitor Materials in accordance with Section 8 of this Agreement.

Except as otherwise authorized by Exhibitor, Organizer shall not knowingly imply that Exhibitor endorses products, services, organizations, or activities unrelated to the applicable Event.

16.8 Protection and Enforcement Organizer reserves the exclusive right to determine whether any unauthorized use of Organizer Intellectual Property should be licensed, challenged, opposed, tolerated, settled, or otherwise addressed.

Nothing contained in this Agreement obligates Organizer to pursue legal action or enforcement against any third party.

Exhibitor agrees to cooperate reasonably with Organizer, at Organizer's expense where appropriate, in protecting Organizer Intellectual Property if requested.

16.9 Notification of Infringement If Exhibitor becomes aware of any unauthorized use of Organizer Intellectual Property, counterfeit merchandise, fraudulent representations, misleading advertising, domain name misuse, social media impersonation, or other activities reasonably likely to infringe Organizer Intellectual Property or create public confusion, Exhibitor agrees to promptly notify Organizer.

Organizer shall determine, in its sole discretion, whether any action should be taken.

16.10 Historical and Archival Use Organizer may continue to identify Exhibitor as a current or former participant, exhibitor, featured artist, finalist, nominee, award recipient, honorable mention recipient, jury selection, invited speaker, or other recognized participant, as applicable, in historical records, exhibition archives, websites, catalogs, anniversary publications, documentaries, educational materials, research resources, media libraries, and other historical, editorial, promotional, documentary, or archival materials relating to Organizer and its affiliated programs.

Such historical references shall not imply Exhibitor's continuing participation, sponsorship, endorsement, partnership, or affiliation beyond the applicable Event.

16.11 Survival The rights and obligations contained in this Section, together with the Content License set forth in Section 8 and any other provisions intended by their nature to survive, shall survive the expiration or termination of this Agreement and shall remain in effect for so long as the applicable intellectual property rights or contractual obligations remain enforceable under applicable law.

16.12 Artificial Intelligence Except as expressly authorized by Exhibitor, Organizer will not knowingly license Exhibitor Materials to unaffiliated third parties for the purpose of training public or commercial artificial intelligence models. Nothing in this Section restricts Organizer's internal use of artificial intelligence or machine learning technologies to assist in organizing Events, administering submissions, improving accessibility, enhancing search functionality, moderating content, creating metadata, performing translations, improving security, generating administrative summaries, or otherwise supporting Organizer's operations, provided such use remains consistent with this Agreement.

SECTION 17 — Contact Information Miami Art Week™ Exhibitor Services Email: Exhibitorservices@miamiartweek.org

Legal Notices: legal@miamiartweek.org

FINAL STATEMENT Miami Art Week™ is committed to presenting professionally curated exhibitions that celebrate artistic excellence while respecting the creative, intellectual property, and commercial rights of every Exhibitor.

Organizer looks forward to working collaboratively with artists, galleries, collectors, cultural institutions, sponsors, and the public to create exceptional exhibitions and meaningful cultural experiences.

By participating in any Miami Art Week™ or Organizer Event, Exhibitor acknowledges that it has read, understood, and agreed to this Agreement.

APPENDIX A EVENT-SPECIFIC EXHIBITION TERMS The following Event-Specific Terms supplement the Miami Art Week™ Exhibitor Agreement. In the event of any conflict between this Appendix and the Agreement, this Appendix shall control solely with respect to the identified Event.

APPENDIX A-1 In addition to this Agreement, participation in this Event is governed by the applicable Event-Specific Rules, Submission Guidelines, Technical Specifications, Competition Rules, and any supplemental documents published by Organizer, all of which are incorporated into this Agreement by reference.

photoMIAMI® 2026 Exhibition Terms Event photoMIAMI® is an international contemporary photography exhibition produced by Miami Art Week™, featuring fine art photography, lens-based media, and photographic installations by emerging and established artists from around the world.

Exhibition Dates December 1–6, 2026

Venue As designated by Organizer.

Organizer reserves the right to relocate the exhibition Venue or modify the exhibition layout when reasonably necessary.

Eligible Media Eligible submissions include, but are not limited to:

Fine Art Photography Documentary Photography Conceptual Photography Portraiture Landscape Photography Street Photography Architectural Photography Experimental Photography Mixed Media incorporating Photography Digital Photography Alternative Process Photography Photographic Installations Photo-based New Media AI-assisted photographic works, where photography remains the primary artistic medium Exhibition Space Standard Exhibition Space includes:

Approximately 20 linear feet of professionally installed exhibition wall space. Curatorial installation by Organizer. Standard wall identification label. Inclusion in official exhibition materials. Optional wall upgrades may be available, subject to availability.

Artwork Preparation Artwork must:

arrive professionally framed or otherwise exhibition-ready; include secure hanging hardware where applicable; be clearly labeled; match the accepted submission; comply with Organizer's published artwork specifications. Artist Rights Artists retain:

100% ownership of all Artwork; 100% copyright in all submitted and exhibited Artwork; and 100% of proceeds from Artwork sales. Organizer claims no ownership interest in Artwork.

Sales Artwork sales are conducted directly between Exhibitor and purchaser.

Miami Art Week™ does not collect commissions on Artwork sales unless expressly stated in writing for a specific program.

APPENDIX A-2 In addition to this Agreement, participation in this Event is governed by the applicable Event-Specific Rules, Submission Guidelines, Technical Specifications, Competition Rules, and any supplemental documents published by Organizer, all of which are incorporated into this Agreement by reference.

arteNXT™ 2026 Exhibition Terms Event arteNXT™ is Miami Art Week's contemporary fine art exhibition showcasing emerging and established visual artists working across diverse media.

Exhibition Dates December 1–6, 2026

Venue As designated by Organizer.

Eligible Media Including, but not limited to:

Painting Sculpture Photography Drawing Printmaking Mixed Media Collage Textile Art Fiber Art Ceramics Glass Wood Metal Installation Digital Art Video Art AI-assisted Art Light-based Art New Media Experimental Contemporary Art Exhibition Space Standard Exhibition Space includes:

Approximately 20 linear feet of professionally installed exhibition wall space. Curatorial installation. Official exhibition identification. Inclusion in exhibition directory. Optional premium wall upgrades may be available based upon availability.

Artist Rights Artists retain:

full ownership of Artwork; full copyright protection; and 100% of Artwork sales. Organizer receives only the promotional rights granted under Section 8 of the Agreement.

Curatorial Review Organizer reserves the right to determine final Artwork placement in order to maintain the overall curatorial integrity of the exhibition.

APPENDIX B Exhibition Schedule Organizer will publish annually:

Application Opening Date Early Submission Deadline Final Submission Deadline Notification of Acceptance Exhibition Fee Deadlines Artwork Delivery Schedule Installation Dates VIP Preview Public Exhibition Dates Artwork Pick-Up Schedule These dates may be updated by written notice.

APPENDIX C Exhibitor Benefits Unless otherwise announced for a particular Event, accepted Exhibitors receive benefits that may include:

Official Miami Art Week™ Exhibitor designation Curated exhibition space Artist profile on the Miami Art Week™ website Listing in the official exhibition directory Promotion through Miami Art Week™ digital channels Eligibility for editorial consideration in Miami Art Week™ Magazine Invitations to VIP receptions and networking events Eligibility for artist talks, panel discussions, and educational programming Complimentary ARTWEEK™ Membership (where applicable) Priority consideration for future exhibitions and related programs Organizer may modify Exhibitor benefits from year to year.

APPENDIX D Artwork Specifications Detailed technical requirements, including:

maximum dimensions; weight limitations; framing requirements; hanging hardware specifications; accepted digital file formats; labeling standards; packing instructions; and shipping procedures, will be published annually in the applicable Exhibitor Manual.

REVISION HISTORY