#The Robert Rauschenberg Foundation Emerging Curator Competition: Official Rules

Welcome to the Robert Rauschenberg Foundation Emerging Curator Competition (the “Competition”)! Before you participate in the Competition, please carefully review these Official Competition Rules (“Rules”). These Rules set out the respective rights and obligations of you (the “Contestant” or “you” or “your”), the Robert Rauschenberg Foundation (“RRF”), and Art.sy, Inc. d/b/a Artsy (“Artsy”) in connection with the Competition and any related activities. By participating in the Competition, you agree to be bound by all of these Rules, which form a binding contract between you, RRF, and Artsy, and you agree that RRF’s decisions will be final and binding in all matters related to the Competition. If you do not agree to these Rules, you are not permitted to participate in the Competition.

If you have any questions about these Rules or your participation in the Competition, please feel free to contact Artsy or contact RRF. We look forward to your participation!

##1. SPONSOR AND ADMINISTRATOR

The Competition is sponsored by The Robert Rauschenberg Foundation, located at 381 Lafayette Street, New York NY 10003. The Administrator of the Competition is Art.sy, Inc. d/b/a Artsy, located at 401 Broadway, 25th Floor, New York, NY 10013.

##2. ELIGIBILITY

No purchase or payment or payment of any kind is necessary to enter or win the Competition. The Competition is subject to all applicable local, state, national, and international laws, rules, and regulations. These Rules are void where prohibited by law, and participation in the Competition is not permitted in such jurisdictions.

In order to enter the Competition, you must be: (i) a person (not an organization or other legal entity): (ii) a full-time or part-time student or post-doctoral fellow affiliated with an accredited academic institution; (iii) at least eighteen (18) years old at the time of entry; (iv) able to enter into and form legally binding contracts under applicable law; and (v) able to fully comply with these Rules. RRF, Artsy, and their respective officers, directors, consultants, agents, employees, affiliates, and representatives, members of their immediate families, and those living in the same household are not eligible to participate. RRF and Artsy reserve the right to require written confirmation of any eligibility criteria from any Contestant at any time.

##3. YOUR ENTRY

Subject to these Rules, you are invited to submit a proposal for an online exhibition (your “Online Exhibition”) using the tools made available on the Artsy website located at www.Artsy.net (the “Artsy Site”) and/or by other means as notified to you by Artsy. To be valid, your Online Exhibition proposal (your, “Entry”) must comply with these Rules and all other instructions made available by RRF or Artsy. Please be advised that your Entry must be submitted no later than October 20, 2014, at 11:59 pm ET to be eligible for consideration (the “Entry Deadline”).

Your Entry must include:

● An original curatorial statement written by you that introduces and explains your Online Exhibition. This statement must be no longer than 500 words and in English (Entries with statements longer than 500 words or written in other languages will not be considered). This statement may include and/or cite to relevant scholarly material, including, but not limited to, material made available for educational use via the RRF website (located at rauschenbergfoundation.org) (the “RRF Site”) and SFMoMA’s Rauschenberg Research project website (located at www.sfmoma.org/explore/collection/project/rauschenberg_research_project).

● Between one (1) and fifteen (15) images (each, an “Image”) of artworks (each, a “Work”) that you propose to include in your Online Exhibition. These Images and Works should illustrate your curatorial theme and the concepts under consideration in your Online Exhibition.

Only the following Images may be included in your Entry:

● Images of Works created by Robert Rauschenberg which are made available by RRF on the RRF partner page on the Artsy Site (located at artsy.net/robert-rauschenberg-foundation)

● Images of Works created by Robert Rauschenberg which are made available on the Artsy Site by other Artsy institutional partners (see https://artsy.net/institutions for a full list of Artsy institutional partners)

● Images of Works created by artists other than Robert Rauschenberg which are made available on the Artsy Site by other Artsy institutional partners

Please note that your Entry may not include any Images of Works, which are made available on the Artsy Site by Artsy gallery partners (see artsy.net/galleries for a full list of Artsy gallery partners).

Your Entry must also:

● be based on your own original idea (modifying another person’s existing curatorial work does not satisfy this requirement)

● not plagiarize from any source (proper citation to any third-party scholarly material is required)

● not contain any material that is (in RRF’s or Artsy’s sole discretion) deceptive, dishonest, defamatory, libelous, harmful, pornographic, threatening, abusive, harassing, or inciting of violence

Use of Images in Your Entry: Subject to these Rules, you may access, view, and use the Images made available to you on the Artsy Site, within the Artsy Site, for the limited purpose of preparing and submitting your Entry, in accordance with the normal functionality and restrictions of the Artsy Site, and any instructions provided by Artsy or RRF. Neither these Rules nor your participation in the Competition grants you (or implies) permission to reproduce, publish or otherwise use any Image outside of the Artsy Site in any manner or for any purpose.

Your Representations and Warranties About Your Entry: You represent and warrant that your Entry (except for Images made available to you on the Artsy Site and any third-party material included or cited in your Entry): (i) is original to you; and (ii) has not been previously published or won any award. You represent and warrant that if applicable, you have secured all necessary third-party licenses and permissions with respect to any third party or third-party material referenced, included, or identified in your Entry. You represent and warrant that your Entry does not: (i) contain any material that is defamatory or libelous, or that violates the rights of any third-party, including but not limited to any copyright, moral right, trademark right, privacy right, or publicity right; or (ii) violate any applicable local, state, national or international law, rule or regulation of the United States or any other jurisdiction.

General Entry Conditions: In order to participate in the Competition, you will need to register for a free Artsy account on the Artsy Site, and provide all information required by Artsy on the Artsy Site or otherwise in connection with the Competition, including, among other information, your first and last name, email address, and written affirmation of your student status and academic affiliation. Artsy’s collection and use of your information in connection with the Competition will be subject to Artsy’s Privacy Policy, accessible at artsy.net/pivacy. You must submit your Entry personally, and may not submit your Entry through anyone else’s Artsy account. Any Entry that is not received by the Entry Deadline or that otherwise does not comply with all of these Rules will be automatically disqualified. Only (1) Entry may be submitted per person. Proof of sending or submission of your Entry will not be considered proof of receipt by Artsy or RRF. Any attempt to submit more than one (1) Entry by any means may result in automatic disqualification at RRF’s sole discretion. Multiple Contestants may not share the same email address, and you will need your own valid email address to participate. In the event of any dispute as to the identity of a Contestant, the authorized account holder of the email address associated with the Entry at issue will be deemed the Contestant (the “authorized account holder” is the natural person assigned an email address by an Internet or network provider or other entity responsible for assigning such email addresses). RRF reserves the right, at any time at its absolute discretion, to disqualify any Entry that it believes contains obscene, offensive or inappropriate content, does not comply with any of these Rules, or (in RRF’s sole discretion) is inconsistent with the spirit or theme of the Competition. Neither RRF nor Artsy will have any liability whatsoever for any such disqualification.

##4. WINNER SELECTION

Judges:

All Entries submitted and received in accordance with these Rules will be reviewed by a panel of distinguished judges (“Judges”). The Judges are: John Elderfield, Branded Joseph, Shirin Neshat, Christopher Rauschenberg, and Sarah Roberts. RRF reserves the right to change the number and identity of any Judges at any time at its sole discretion.

Selecting the Finalists:

The Judges will evaluate all eligible Entries based on creativity (30%); depth of research (30%); and realization of a compelling thesis (40%), and will then select three (3) finalists (each, a “Finalist”). Once selected and confirmed subject to these Rules, the Finalists will be announced on the Artsy Site and on the RRF Site, and by email sent to RRF’s and Artsy’s respective distribution lists.

Selecting the Winner:

Once the Finalists are confirmed subject to these Rules, each Finalist’s Entry will be posted on the Artsy Site, and the public will be given the opportunity to vote for one winner (“Voting”). Voting will take place on social media (or by other means notified by Artsy). Voting will start November 11, 2014 at 12:01 am ET and end on November 18, 2014 at 11:59 pm ET (the “Voting Period”) unless otherwise notified by Artsy. Subject to these Rules, the Finalist whose Entry receives the most votes during the Voting Period will be the winner of the Competition (the “Winner”).

General Voting Conditions:

Voting will be subject to these Rules, and any additional instructions that may be posted on the Artsy Site or otherwise made available to voters. All voters must provide a valid email address. Votes from invalid, non-working, or inactive email addresses will be void. Limit one (1) vote per individual, and one (1) vote per email address/IP address (any votes in excess of this limit will be void). All voters must be at least eighteen (18) or (if older) the age of majority in their jurisdiction of residence. You may not obtain or attempt to obtain votes by any fraudulent or inappropriate means (as determined in RRF’s or Artsy’s sole discretion), including but not limited to offering prizes or other consideration to prospective voters. You may not use any computer script or other automated means to vote or otherwise interfere with the voting process. Any votes that RRF or Artsy determine in either of their sole discretion to have been placed by unauthorized means will be void. RRF and Artsy reserve the right, in either of their absolute discretion, to disqualify from voting or from the Competition any Contestant found to be responsible for violating any voting conditions in these Rules.

Winner Confirmation and Announcement:

After the Voting Period, the Finalist that received the most votes will be notified by email to the email address associated with their Entry (“Winner Notice”). If they do not respond and confirm their victory within two (2) business days after the date the Winner Notice is sent to them, they will not be the Winner and will be deemed to have forfeited the Prize (defined in section 5 below), and the Finalist whose Entry received the next highest number of votes may be selected as an alternate Winner and sent a Winner Notice to the email address associated with their Entry. Any alternate Winner will also have two (2) business days to respond and confirm their victory after the date the Winner Notice is sent to them, or else they will not be the Winner and will be deemed to have forfeited the Prize. No Contestant will be eligible to be the Winner unless they and their Entry comply with all of these Rules. Once selected and confirmed subject to these Rules, the Winner will be publicly announced via a posting on the Artsy Site and RRF Site, and via an e-mail notification to RRF’s and Artsy’s respective distribution lists. A “business day” is a Monday through Friday excluding U.S. bank holidays.

Finalist Release and Confirmation:

To the extent not prohibited by law, within three (3) business days after being notified that they have been selected as a Finalist, each prospective Finalist may be required to accept and sign an additional affirmation of consent to these Rules, including but not limited to the Submissions License, the Publicity Consent, and the Release and Limitation of Liability provided in sections 6, 9 and 10 of these Rules (the “Additional Release”) in order to be eligible to be a Finalist or Winner. The Additional Release may be sent to the email address associated with each prospective Finalist’s Entry and signed via third-party electronic signature service. If any prospective Finalist is unwilling or unable to accept, sign and return the Additional Release within this three (3) business day time period, they may be disqualified from the Competition at RRF’s absolute discretion, with or without notice, in which case such prospective Finalist will not be eligible to be a Finalist or Winner, and another Contestant may be selected as an alternate Finalist at the Judges discretion. Each Finalist and Winner, and their respective student status and academic affiliation, are subject to verification by RRF. No Contestant will be eligible to be a Finalist or Winner unless and until their eligibility is verified and confirmed in writing by RRF or Artsy.

##5. THE PRIZE

The Winner will be awarded a prize that consists of the following (collectively, the “Prize”):

● The Winner will receive a Letter of Award signed by the Judges.

● The Winner will have their Online Exhibition presented on the Artsy Site, and will have the opportunity to collaborate with Artsy to prepare their Online Exhibition for this presentation.

● The winner will receive a curatorial fellowship with honorarium (up to U.S. $5,000 to offset approved travel and living expenses for the fellowship) with RFF (“Fellowship”) at a mutually agreed upon time during the 2015 summer semester, and will have the opportunity to collaborate with RRF to curate a new live exhibition (“Live Exhibition”) of Works from the RRF Collection, to be installed at the academic institution with which the Winner is affiliated (“Institution”).

Online Exhibition:

Any communication between Artsy and the Winner may take place in person, by phone and/or online, for one (1) or more business days, as determined in Artsy’s absolute discretion. Any related travel or other expenses incurred by the Winner will be at the Winner’s own cost. Please note that Images of Works created by artists other than Robert Rauschenberg will be subject to any applicable third-party copyrights. Accordingly, neither Artsy nor RRF guarantees or represents that any such Image will be available for use at any time in any manner, on the Artsy Site or elsewhere, any other statement in these Rules notwithstanding. Artsy will have final discretion as to the design and appearance of the Online Exhibition.

Fellowship and Live Exhibition:

The Fellowship and Live Exhibition will be subject to coordination between RRF, the Winner, and the Winner’s Institution. RRF will have final discretion as to all aspects of the Fellowship and Live Exhibition, including but not limited to the selection of all Works to be included in the Live Exhibition. Transportation and insurance of Works included in the Live Exhibition will be paid for by RRF. Artsy will not be in any way involved in or responsible for any planning or conduct of, or other activity (including but not limited to travel or lodging) related to, the Fellowship or Live Exhibition, including but not limited to any selection, transportation, custody, insurance, handling, installation, risk, or responsibility of or for any Work in the Live Exhibition. The Winner is required to submit documentation for travel and living expenses in order to receive the honorarium.

Institution Eligibility:

In order to be eligible to house a Live Exhibition on its premises, the Winner’s Institution must meet all criteria and obligations set out separately by RRF in order to ensure the safety and integrity of all Works and the reputation of Robert Rauschenberg and RRF. The decision as to whether any Institution meets the necessary criteria will be made by RRF at its sole and absolute discretion, and RRF will notify the Winner accordingly. Neither RRF nor Artsy will have any liability whatsoever for any decisions made by RRF in these regards or any directly or indirectly resulting damage or loss.

General Prize Conditions:

Limit one (1) Prize per Contestant. Only one (1) Prize total is available to be won in the Competition. Any and all applicable federal, state, and local taxes, and all fees and expenses related to the Prize, and the acceptance and use of the Prize, are solely the responsibility of the Winner, unless expressly otherwise stated in these Rules. No part of the Prize can be substituted, assigned, transferred, or redeemed for cash. However, RRF reserves the right at its sole discretion to make equivalent substitutions for any or all of the Prize. The Prize cannot be used in conjunction with any other Competition or offer. If, by reason of error, more Prizes are claimed than the available number stated in these Rules, to the fullest extent permitted by applicable law, RRF reserves the right, at its absolute discretion, to reject any or all such additional claimants. The Prize has an indeterminate cash value.

#6. SUBMISSIONS LICENSE AND WARRANTY

By participating in the Competition, you expressly:

(1) understand and agree that your Entry, and all communications or submissions, creative suggestions, ideas, notes, concepts, or other materials (collectively with your Entry, your “Submissions”) that you may submit to RRF or Artsy or upload or post to the Artsy Site or RRF Site in connection with the Competition, whether provided via the Artsy Site, the RRF Site, email, or any other means, will be deemed to be non-confidential and non-proprietary (except that your retain any intellectual property rights that you may have in your Entry, as provided above in these Rules), and RRF and Artsy will have no obligation of any kind with respect to your Submissions;

(2) understand and agree that RRF and Artsy will be free to publish, reproduce, use, disclose, and distribute your Submissions (in whole or part) without limitation in any and all media now known or later developed, worldwide, in perpetuity, for the purposes of conducting and promoting Competition, during and after the Competition, without further permission from you or any third party, and without compensation or notification to you or any third party;

(3) grant to RRF and Artsy a royalty-free, irrevocable, perpetual, sublicensable, worldwide right and license (the “Submissions License”) (but not the obligation) to reproduce, publish and otherwise use your Submissions, in whole or part, in any form, format or media now known or later developed, at any time during and after the Competition, for educational, archival, and promotional purposes related to the Competition, and as otherwise permitted by you in these Rules, including, but not limited to, use on the Artsy Site and the RFF Site;

and

(4) represent and warrant that you own or otherwise control all of the necessary rights to grant the Submissions License; and that no use of your Submissions as contemplated or permitted by these Rules will violate the rights of any third party, including but not limited to any copyright, moral right, trademark right, privacy right, publicity right, or contractual right.

#7. RESERVATION OF RIGHTS

Your Rights

You retain all intellectual property rights that you may have in your Entry. For example, you retain any copyright that you may have in any original written material you create as part of your Entry. However, you understand and agree that except for the limited permission to include Images in your Entry, and the limited permission to use the Artsy Site granted to you under these Rules, neither these Rules nor your participation in the Competition grant you (whether by implication or otherwise) (a) any ownership over any Image or Work (whether by Robert Rauschenberg or any other artist) or any copyrights or other rights therein, (b) any right to use any Image in any other manner or for any other purpose, or (c) any other license or permission under any copyright, trademark, or other intellectual property rights of RFF, Artsy, or any third party. These Rules do not grant you the right to use the name or any trademark, service mark, or logo of RRF or Artsy in any manner or for any purpose, except that you may accurately reference the fact that you participated in the Robert Rauschenberg Foundation Emerging Curator Competition. Even though you retain any copyright that you may have in your Entry, you agree that (a) you will use your Entry only for non-commercial purposes (for example, inclusion in your resume, CV, portfolio, scholarship applications, and articles in non-commercial academic publications), (b) you will not reproduce, publish or otherwise use any Image of any Work by Robert Rauschenberg or any other artist outside of the Artsy Site without express prior written permission from RRF or Artsy, and (c) you will not reproduce, publish or use any Image of any Work by any other artist outside of the Artsy Site without express prior written permission from Artsy or the appropriate third-party rights holder.

RRF Rights

Except if specifically otherwise provided, RRF owns and retains, solely and exclusively, all copyright and other intellectual property rights in and to all Works by Robert Rauschenberg. RRF owns and retains, solely and exclusively, all rights, title, and interest in and to the RRF Site, including but not limited to all copyrights and other intellectual property and proprietary rights therein. RRF reserves the right to change, modify, update, add, remove or discontinue the appearance, design, functionality, and all other aspects of the RRF Site (and any aspect, feature, part or portion thereof), without notice or liability, at any time at RRF’s sole discretion.

Artsy Rights

Artsy owns and retains, solely and exclusively, all rights, title, and interest in and to the Artsy Site, including but not limited to all copyrights and other intellectual property and proprietary rights therein. Artsy reserves the right, at any time at its sole discretion, for any reason, without notice or liability, to (a) change, modify, update, add, remove or discontinue the appearance, design, functionality, and all other aspects of the Artsy Site (and any aspect, feature, part or portion thereof), (b) remove any Image from any part or page of the Artsy Site, including but not limited to Images of Works included in any Contestant’s Entry, or (c) refuse access to or use of any or all of the Artsy Site to any person or entity.

#8. GENERAL COMPETITION CONDITIONS

Compliance with Laws

You are not permitted to participate in the Competition if you are located in a country embargoed by the United States, you are on any U.S. government list of prohibited or restricted parties, or you are prohibited from receiving products, services, or software originating from the United States. You are solely responsible for ensuring, and you represent and warrant that, your participation and all of your conduct in connection with the Competition complies with all applicable local, state, national, and international laws, rules, and regulations of the United States and any other applicable jurisdiction.

No Tampering

Neither RRF nor anyone acting on its behalf will communicate with any Contestant regarding the Competition except as expressly provided in these Rules. RRF and Artsy reserve the right to disqualify any individual who RRF or Artsy determine in their sole discretion to be: (i) attempting to influence the judges; (ii) tampering with or undermining any aspect of the Competition or its operation, the Artsy Site, or the RRF Site (or attempting to do so); or (iii) acting in an unsportsmanlike manner or with intent to abuse, threaten, or harass any person. Any attempt to deliberately damage the Artsy Site, RRF Site, or any other website or application associated with the Competition, or to undermine the legitimate operation of the Competition, may result in criminal or civil liability.

Changes to the Competition

If the Competition cannot run as planned for any reason, including, but not limited to, because of any computer virus or technical issues, unauthorized third-party conduct, or any cause beyond the reasonable control of RRF or Artsy that adversely affect the operation, administration, security, fairness, integrity or conduct of the Competition, RRF may, in its sole discretion: (i) (if applicable) void any suspect Entries; (ii) modify or suspend the Competition to address any relevant issues and resume the Competition when reasonably practicable in a manner that in RRF’s sole discretion best conforms to the spirit of these Rules; and/or (iii) (if applicable) award the Prize from among the eligible Entries received prior to the interruption, in accordance with the Winner selection criteria and process stated in these Rules.

Limited Responsibility of RRF and Artsy

None of RRF, Artsy, or any of their respective officers, owners, directors, consultants, trustees, agents, or employees will be responsible in any event for any: (1) lost, late, incomplete, damaged, stolen, misdirected, or illegible Entries; (2) lost, interrupted, or unavailable network, server, Internet or other connections, computer or software malfunctions, telephone or Internet transmission problems or technical failures, or any other technical errors of failures of any kind; (3) delay, failure or refusal at any time to reproduce, publish or otherwise use, or make available to you or anyone else, any Image of any Work by Robert Rauschenberg or any other artist, whether on the Artsy Site, RRF Site or elsewhere; (4) damage to any computer equipment, hardware or software, or loss of data, resulting directly or indirectly from any access to or use of the Artsy Site, RRF Site or any other website or application; (5) unauthorized human intervention in any aspect of the competition, including but not limited to unauthorized access to or tampering with the Artsy Site or RRF Site; (6) incorrect or inaccurate information, errors or omissions on the Artsy Site, RRF Site or elsewhere, whether online or offline, whether caused by any Contestant, computer equipment, software, programming or otherwise; (7) technical or human error in the administration of the Competition or the processing of Entries of Voting; or (8) other errors, omissions or malfunctions of any kind, whether human, mechanical, electronic or otherwise, arising out of or in any way connected with the Competition.

Disqualification or Rejection

Any other statement in these Rules or elsewhere (whether oral or written) notwithstanding, to the fullest extent permitted by applicable law, RRF and Artsy reserve the right, at either of their sole and absolute discretion, to reject or disqualify any Contestant from the Competition, or from being a Finalist or Winner or receiving the Prize, for any or no reason, at any time before, during, or even after the Competition, and neither RRF nor Artsy will have any liability whatsoever for any such rejection or disqualification.

##9. PUBLICITY CONSENT

You expressly understand and agree that if you are selected as a Finalist and/or as the Winner, you grant (and will be deemed to have granted) to RRF, Artsy, and the other Released Parties (defined below), the right and permission to reproduce, publish, and use, royalty-free, worldwide, and in any and all media now known or later developed (including but not limited to online), your name, voice, likeness, and basic biographical information (including but not limited to your hometown and state), for promotional purposes related to the Competition (including but not limited to announcement of your name on television, radio, and/or online), at any time during and after the Competition, without further permission from you or any third party or consideration, compensation or notification to you or any third party (the “Publicity Consent”). If applicable, you agree to further confirm this Publicity Consent to RRF and/or Artsy in writing upon either of their request.

##10. RELEASE AND LIMITATION OF LIABILITY##

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT RRF, ARTSY, AND THEIR RESPECTIVE OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, LEGAL COUNSEL, AFFILIATES, SUBSIDIARIES, ADVERTISING, PUBLIC RELATIONS, PROMOTIONAL, FULFILLMENT AND MARKETING AGENCIES, WEBSITE PROVIDERS, WEB MASTERS, AND THEIR RESPECTIVE OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, EMPLOYEES, AND REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”) WILL BE RELEASED AND DISCHARGED FROM, AND WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE (TO YOU OR ANY THIRD PARTY) FOR, ANY DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHERWISE), PERSONAL OR BODILY INJURY, DEATH, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSSES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES), OR EXPENSES (INCLUDING ATTORNEYS’ FEES), OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO: (1) THE COMPETITION; (2) YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE COMPETITION; (3) YOUR ENTRY; (4) ANY ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE ARTSY SITE, THE RRF SITE, OR ANY OTHER WEBSITE OR APPLICATION IN ANY WAY CONNECTED WITH THE COMPETITION; (5) ANY IMAGE, INFORMATION, WRITTEN TEXT, OR OTHER MATERIAL ON OR AVAILABLE FROM THE ARTSY SITE, THE RRF SITE, OR ANY OTHER WEBSITE OR APPLICATION IN ANY WAY CONNECTED WITH THE COMPETITION; (6) THE PRIZE, OR ANY GRANTING OR DELIVERY OF, OR REFUSAL OR FAILURE TO GRANT OR DELIVER, THE PRIZE OR ANY PART THEREOF; (7) ANY ACT OR OMISSION (WHETHER ONLINE OR OFFLINE) OF ARTSY, RRF, OR ANY OTHER RELEASED PARTIES, OR ANY CONTESTANT, FINALIST, WINNER, INSTITUTION, OR OTHER THIRD PARTY IN ANY WAY CONNECTED WITH THE COMPETITION OR THE PRIZE; (8) ANY TRAVEL OR OTHER ACTIVITY (WHETHER IN PERSON, ONLINE OR OTHERWISE) IN ANY WAY CONNECTED WITH THE COMPETITION OR THE PRIZE; OR (9) ANY CLAIM BASED ON OR ARISING OUT OF PUBLICITY RIGHTS, DEFAMATION, OR INVASION OF PRIVACY IN ANY WAY CONNECTED WITH THE COMPETITION OR THE PRIZE. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF ENTERING INTO THIS RELEASE.

THE EXCLUSIONS AND LIMITATIONS OF LIABILITY PROVIDED IN THE PRECEDING PARAGRAPH APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY OF THE RELEASED PARTIES HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND EVEN IF A REMEDY SET FORTH IN THESE RULES IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS PROVIDED IN THESE RULES MAY NOT APPLY TO YOU, IN WHICH CASE THE LIABILITY OF RRF, ARTSY, AND THE OTHER RELEASED PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE RELEASED PARTIES WILL NOT BE RESPONSIBLE IF THE PRIZE CANNOT BE AWARDED IN WHOLE OR PART, OR FOR ANY OTHER FAILURE TO PERFORM, DUE TO ANY ACT OF WAR OR TERROR, NATURAL DISASTER, POWER FAILURE, GOVERNMENTAL RESTRICTION, OR ANY OTHER CAUSE BEYOND THEIR REASONABLE CONTROL.

##11. DISCLAIMER OF WARRANTIES

ANY OTHER STATEMENT IN THESE RULES OR OTHER COMMUNICATION FROM RRF OR ARTSY OR ANY OF THEIR RESPECTIVE REPRESENTATIVES (WHETHER WRITTEN, ORAL OR IMPLIED) NOTWITHSTANDING, THE ARTSY SITE, RRF SITE, THE PRIZE, AND EVERYTHING ELSE RELATED TO THE COMPETITION, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH RRF AND ARTSY EACH EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NEITHER RRF NOR ARTSY MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE ARTSY SITE, RRF SITE OR ANY IMAGES, INFORMATION, SOFTWARE, OR OTHER MATERIALS ON OR AVAILABLE FROM THE ARTSY SITE OR RRF SITE, WILL BE ACCESSIBLE, AVAILABLE, UNINTERRUPTED, ACCURATE, TIMELY, RELIABLE, COMPLETE, SAFE, SECURE, FREE OF ERRORS, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO STATEMENT MADE BY RRF, ARTSY, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, WHETHER ORALLY, IN WRITING, ON ANY WEBSITE OR ELSEWHERE, WILL CREATE ANY WARRANTY BY RRF OR ARTSY NOT EXPRESSLY STATED IN THESE RULES OR (IF APPLICABLE) IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND RRF OR ARTSY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

##12. WAIVER OF EQUITABLE RELIEF

You acknowledge and agree that neither RRF nor Artsy will have any duty or liability at any time, whether direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright in or to your Entry or any Winner’s Online Exhibition or Live Exhibition. You acknowledge that, with respect to any claim by you relating to or arising out of RRF’s and/or Artsy’s exploitation or use of any Entry or other Submissions, no damage to you arising out of such exploitation or use will be irreparable or otherwise sufficient to entitle you to seek injunctive or other equitable relief, or to in any way enjoin the production, distribution, exhibition or other exploitation of the applicable Submissions, any material based on such Submissions, or the operation of the Artsy Site or RRF Site, and your rights and remedies in any such event will be strictly limited to the right to recover damages (if any) in an action at law.

##13. INDEMNIFY AND HOLD HARMLESS

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless RRF, Artsy, and each of their respective officers, directors, agents, and employees from and against any and all third-party claims, demands, suits, and proceedings, and all related damages, costs, losses, judgments, liabilities, settlements, and expenses (including reasonable attorneys’ fees) due to or arising out of: (i) the breach or alleged breach of any of these Rules by you; or (ii) any other act or omission by you in any way connected with the Competition.

##14. CHOICE OF LAW AND DISPUTE RESOLUTION

These Rules, the rights and obligations of the parties under these Rules, the Competition, and all related matters, will be governed by and construed in accordance with the laws of the State of New York and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles, and without regard to your state or country of residence. To the fullest extent permitted by applicable law, you expressly agree that: (1) any and all claims, disputes or causes of action (each, a “Claim”) arising out of or related to the Competition or the Prize must be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Southern District of New York, or a state court located in New York County, New York, United States; (2) you waive any right to a jury trial in the litigation of any such Claims; (3) any and all remedies, judgments, and awards awarded to you in connection with any such Claims will be limited to your actual out-of-pocket costs incurred, including costs associated with entering this Competition (if any), but in no event attorneys’ fees; and (4) under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim, indirect, punitive, incidental, special, or consequential damages, or any other damages, other than actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. To ensure that disputes are dealt with soon after they arise, you agree that regardless of any law to the contrary, each claim or cause of action you may have against RRF and/or Artsy arising out of or related to these Rules or the Competition must be filed within the applicable statute of limitations, or, if earlier, one (1) year after such claim or cause of action arose, or else such claim or cause of action will be permanently barred.

##15. AMENDMENTS

To the fullest extent permitted by applicable law, Artsy and RRF reserve the right to amend any or all of these Rules, at any time at either of their sole discretion, by posting such amendments on the Artsy Site. Each amendment to these Rules will be effective immediately when posted on the Artsy Site, provided such amendment will not apply to any Claim arising before such amendment became effective, all of which will remain subject to the version of these Rules in effect at the time such Claim arose.

##16. RELATIONSHIP BETWEEN THE PARTIES

Any other statement in these Rules or elsewhere (whether oral, written or implied) notwithstanding, you, RRF, and Artsy are independent contractors, nothing stated in or implied from these Rules will create any agency, partnership, joint venture, franchise, trustee, or employment relationship between you, RRF and/or Artsy, and you have no authority to make or accept any offer or representation on behalf of RRF or Artsy. Except as expressly otherwise provided in these Rules, nothing stated in or implied from these Rules will give any party other than you, RRF, or Artsy any legal or equitable right, remedy or claim under or with respect to these Rules.

##17. MISCELLANEOUS

No delay or failure by RRF or Artsy to exercise or enforce any right or provision of these Rules will be deemed a waiver of that or any other right or provision. Neither RRF nor Artsy will be deemed to have waived any right or remedy under these Rules unless the waiver is in writing and signed by an authorized representative of such party who intends and is duly authorized to agree to such waiver on such party’s behalf. These Rules, together with any other written agreement that you may enter into with RRF and/or Artsy regarding the subject matter of these Rules, constitutes the entire agreement and understanding between the parties regarding the subject matter of these rules, and supersedes any other written, oral or implied communications, statements or understandings between the parties regarding the subject matter of these Rules. If any provision of these Rules is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible, and these Rules will otherwise remain in full force and effect. You are solely responsible for all Internet and phone costs, and any other expenses you may incur in connection with the Competition, including but not limited to travel expenses (if applicable), unless specifically otherwise provided. The paragraph and section titles in these Rules are for convenience only and have no legal or contractual effect. Sections 5-17 (inclusive) of these Rules will survive the Competition and any termination of these Rules.