Wallflower Partner Artist Terms of Agreement

1. The Wallflower Partner Artist Program

Wallflower curates, markets, displays, and sells artwork through a network of partner businesses, Wallflower's website, events, and other approved sales channels.

Wallflower may transport and install accepted artwork at participating locations such as coffee shops, restaurants, hotels, offices, salons, retail businesses, and other commercial spaces.

Artist retains ownership of accepted artwork until it is sold.

Participation in the Partner Artist Program does not guarantee that submitted artwork will be accepted, displayed, or sold.

2. Independent Relationship

Artist participates in Wallflower as an independent partner artist.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency relationship, or exclusive representation arrangement between Artist and Wallflower.

Unless separately agreed in writing, Artist remains free to create, market, display, and sell other artwork independently or through other galleries, platforms, or representatives.

3. Artwork Submission and Acceptance

Artist may submit artwork to Wallflower for consideration.

Wallflower has sole discretion to determine which pieces are accepted into the Wallflower collection.

For accepted artwork, Wallflower may maintain information including:

• Artist name
• Artwork title
• Medium
• Dimensions
• Retail price
• Images
• Description
• Framing information
• Condition
• Availability
• Wallflower inventory number
• Current and previous display locations

Artist represents that all information provided about submitted artwork is accurate to the best of Artist's knowledge.

Wallflower may decline or remove artwork from the collection at its discretion.

4. Ownership of Artwork

Artist retains ownership of each consigned artwork until the artwork is sold to a customer.

Providing artwork to Wallflower does not transfer ownership of the artwork to Wallflower.

When a completed sale occurs, ownership of the physical artwork transfers to the purchaser.

Artist retains copyright and other intellectual-property rights in the underlying artwork except for the marketing and promotional rights granted to Wallflower under this Agreement.

5. Artist Compensation

Artist receives 75% of the Sale Price. Wallflower retains 25% of the Sale Price.

"Sale Price" means the final amount charged for the artwork itself after any authorized discount, excluding:

• Sales tax
• Shipping charges
• Delivery charges
• Installation charges
• Other separately stated transaction fees

For example: Artwork Sale Price $400 — Artist receives $300, Wallflower retains $100.

Wallflower's 25% share may be used by Wallflower to cover partner-business commissions, payment-processing costs, marketing expenses, installation costs, and other costs associated with operating the Wallflower network.

These expenses will not reduce Artist's 75% share unless Artist separately agrees otherwise in writing.

6. Artwork Pricing

Artist and Wallflower will establish an agreed retail price for each accepted artwork.

Wallflower may recommend pricing based on factors such as:

• Size
• Medium
• Artist pricing history
• Comparable artwork
• Display location
• Marketability
• Expected customer demand

Wallflower may offer promotional discounts of up to 10% without additional Artist approval. Discounts greater than 10% require Artist approval.

Artist's 75% compensation will be calculated using the actual Sale Price after any authorized discount.

Wallflower may not permanently change the listed retail price without Artist approval.

7. Display and Placement

Artist authorizes Wallflower to display accepted artwork throughout the Wallflower partner network. Potential locations include:

• Coffee shops
• Restaurants
• Breweries
• Hotels
• Offices
• Salons
• Retail businesses
• Apartment and residential common areas
• Events
• Pop-up exhibitions
• Other approved Wallflower locations

Wallflower may determine where accepted artwork is displayed and may move artwork between locations for purposes including curation, rotation, sales performance, partner preferences, seasonal changes, and available wall space.

Placement at any particular location or for any particular period is not guaranteed.

Wallflower will maintain reasonable records of artwork placement within its network.

8. Installation, Rotation, and Handling

Wallflower may transport, install, rotate, remove, and otherwise handle artwork as reasonably necessary to operate the Wallflower program.

Wallflower will use commercially reasonable care when handling Artist's artwork.

Wallflower may determine the appropriate installation method and placement within partner locations.

Artist must disclose any unusual installation, handling, environmental, or care requirements before Wallflower accepts possession of the artwork.

9. Care, Loss, Theft, and Material Damage

Wallflower and its partner businesses are expected to exercise commercially reasonable care over artwork entrusted to the Wallflower network.

Responsibility for loss, theft, or material damage will generally depend upon the circumstances of the incident, including who had custody or control of the artwork and whether negligence, misconduct, or another responsible party contributed to the loss.

Artwork in Wallflower's direct custody: Wallflower will be responsible for loss or material damage caused by Wallflower's negligence or the negligence of its employees or contractors while artwork is being transported, stored, installed, removed, or otherwise directly handled by Wallflower.

Artwork at partner locations: Wallflower requires partner businesses to exercise reasonable care over artwork displayed at their locations. Wallflower's agreements with participating businesses may require the partner business to accept responsibility for loss or damage resulting from:

• Negligence by the partner business
• Actions of its employees, agents, or contractors
• Unauthorized handling or relocation of artwork
• Improper cleaning or maintenance
• Failure to reasonably protect artwork during construction or other activities
• Known environmental or physical hazards within the partner's reasonable control
• Failure to notify Wallflower of known risks to displayed artwork

Wallflower may pursue reimbursement from a responsible partner business when appropriate.

Customer and third-party incidents: Artwork displayed in commercial spaces is exposed to ordinary risks associated with public environments. If artwork is stolen or materially damaged by a customer or other third party, Wallflower will work with the partner business to investigate the incident and may pursue available insurance claims, reimbursement, or other remedies. Neither Wallflower nor a partner business will automatically be considered responsible solely because an unforeseeable third-party incident occurred.

Repairable damage: When damaged artwork can reasonably be restored, Wallflower may arrange for professional repair or restoration rather than treating the artwork as a total loss. Wallflower will consult Artist when practical before undertaking significant restoration.

Total loss: If artwork is lost, stolen, destroyed, or damaged beyond reasonable repair while entrusted to the Wallflower network, Wallflower will coordinate resolution with Artist and any responsible partner business, insurer, or third party. Unless a different insured or consignment value has been agreed upon in writing for a particular artwork, Artist's maximum compensation for a total loss will be 75% of the artwork's agreed listed retail price immediately before the loss. This represents the amount Artist would have received had the artwork sold at its listed price. Artist may not recover more than once for the same loss.

Exclusions — Wallflower will not be responsible for:

• Pre-existing damage
• Normal aging
• Minor wear reasonably associated with public display
• Inherent defects or deterioration in artwork or materials
• Damage resulting from inaccurate or incomplete care instructions supplied by Artist
• Undisclosed fragility or special handling requirements
• Circumstances otherwise excluded under this Agreement or applicable law

Wallflower will document material incidents and notify Artist within a reasonable period after becoming aware of them.

10. Insurance

Wallflower may maintain commercial insurance applicable to portions of its operations, including coverage related to liability, property, inventory, transportation, or artwork.

The existence of insurance does not expand Wallflower's liability beyond the obligations established by this Agreement.

Insurance coverage, exclusions, deductibles, limits, and claim eligibility may vary depending upon the circumstances of a particular incident.

Artist remains responsible for maintaining any personal or business insurance Artist considers appropriate for Artist's artwork or business activities.

11. Photography and Marketing Rights

Artist grants Wallflower a non-exclusive, worldwide, royalty-free license to photograph, reproduce, display, crop, resize, and otherwise use images of accepted artwork for legitimate Wallflower business and promotional purposes. These purposes may include:

• Wallflower's website
• Artwork listings
• Social media
• Advertising
• Email marketing
• Partner-business promotions
• Digital catalogs
• Printed materials
• Events
• Public relations
• Virtual artwork staging
• Promotion of Wallflower and its collection

Wallflower may create virtual staging images showing Artist's artwork within simulated commercial or residential environments.

Wallflower will make reasonable efforts to accurately represent the physical artwork and will not intentionally materially alter its appearance in a manner that misrepresents the actual piece being offered for sale.

Artist retains copyright in the underlying artwork.

Wallflower may retain and use previously created photographs and marketing materials after an artwork has sold or been removed for reasonable archival, historical, portfolio, and promotional purposes.

12. Artist Attribution

Wallflower will make reasonable efforts to properly identify Artist wherever artist attribution is displayed. Artist authorizes Wallflower to use Artist's:

• Name
• Artist biography
• Photograph, if provided
• Website
• Social media accounts
• Artwork descriptions

for purposes of promoting Artist and accepted artwork.

Artist is responsible for keeping this information accurate and current.

13. Sales and Customer Transactions

Wallflower will generally manage customer transactions for artwork sold through the Wallflower network. Wallflower may handle:

• Online checkout
• Payment processing
• Sales tax collection
• Customer receipts
• Partner-location attribution
• Pickup coordination
• Delivery coordination
• Customer communication

Artist generally will not be responsible for processing customer transactions unless separately agreed.

14. Payment to Artist

Wallflower will pay Artist amounts owed for completed sales within 30 days after Wallflower receives cleared payment from the purchaser.

Artist will receive information identifying:

• Artwork sold
• Sale Price
• Artist's 75% share
• Payment status

Wallflower may reasonably delay payment when necessary to resolve:

• Payment disputes
• Chargebacks
• Fraud
• Returns
• Canceled transactions

Artist is responsible for providing accurate payment and tax information necessary for Wallflower to issue payments.

15. Returns, Refunds, and Chargebacks

Wallflower may establish reasonable customer return and refund policies.

If a transaction is canceled or refunded before Artist has been paid, no Artist payment will be due for that transaction.

If Artist has already received payment and the underlying customer transaction is subsequently reversed, refunded, or successfully charged back, Wallflower may offset the corresponding amount against future Artist payments, or request repayment from Artist.

Wallflower will not make such adjustments for amounts unrelated to the affected transaction.

16. Direct Sales and Circumvention

Wallflower does not claim a commission on Artist's general independent sales.

However, while a specific artwork is actively listed, marketed, or displayed through Wallflower, Artist agrees not to intentionally bypass Wallflower to sell that artwork directly to a customer who discovered it through:

• Wallflower
• A Wallflower partner location
• Wallflower's website
• A Wallflower QR code
• Wallflower advertising
• Wallflower social media
• A Wallflower event or promotion

If such a customer purchases the specific artwork directly from Artist, the transaction will be treated as a Wallflower-originated sale and Wallflower will remain entitled to its 25% share of the Sale Price.

This provision applies only to artwork being marketed through Wallflower and does not prevent Artist from independently selling other artwork.

17. Artwork Availability

Artist must promptly notify Wallflower if listed artwork becomes unavailable.

Artist may not independently sell an artwork while the physical piece is in Wallflower's possession or displayed at a Wallflower partner location without coordinating with Wallflower first.

This requirement is intended to prevent the same physical artwork from being sold simultaneously through multiple channels.

18. Requesting Artwork Back

Artist may request the return of unsold artwork by providing at least 30 days' notice.

Wallflower may remove artwork from its collection at any time and arrange for its return to Artist.

Reasonable time must be allowed for Wallflower to:

• Retrieve artwork from its current partner location
• Remove the artwork safely
• Update inventory and listings
• Coordinate return or pickup

Unless otherwise agreed, Artist is responsible for retrieving returned artwork from a location designated by Wallflower.

19. Term and Termination

This Agreement remains effective until terminated by Artist or Wallflower.

Either party may terminate participation by providing 30 days' written notice.

Termination does not eliminate obligations relating to:

• Completed sales
• Pending customer transactions
• Outstanding Artist payments
• Artwork still in Wallflower's possession
• Damage or loss occurring before termination
• Previously authorized marketing materials
• Other obligations that reasonably survive termination

Wallflower and Artist will reasonably cooperate to return remaining artwork following termination.

20. Artist Representations

By submitting artwork to Wallflower, Artist represents that:

• Artist owns the artwork or has legal authority to sell it.
• Artist has authority to enter into this Agreement.
• Artwork represented as Artist's original work was created by Artist.
• Artist has accurately identified prints, reproductions, editions, and other non-original works.
• Selling the artwork does not knowingly violate another person's copyright, trademark, or other intellectual-property rights.
• The artwork is not stolen or counterfeit.
• Artist has disclosed known material condition problems.
• Artist has disclosed unusual handling, installation, or environmental requirements.

Artist agrees not to knowingly provide Wallflower with counterfeit, stolen, infringing, fraudulently attributed, or otherwise unlawfully sold artwork.

21. Taxes

Artist is responsible for Artist's own income taxes and other tax obligations arising from payments received through Wallflower.

Wallflower may request tax documentation and issue tax forms when required by applicable law.

Where Wallflower is legally responsible for collecting and remitting customer sales tax, Wallflower will handle such collection and remittance.

22. No Guarantee of Sales or Placement

Wallflower does not guarantee:

• That submitted artwork will be accepted
• That accepted artwork will be continuously displayed
• Placement at any particular business
• Any particular duration of display
• That artwork will sell
• Any minimum level of Artist revenue

Wallflower's role is to create opportunities for artwork to be curated, displayed, discovered, and purchased through its network.

23. Artwork-Specific Terms

Individual artwork may have additional agreed terms, including:

• Retail price
• Minimum acceptable price
• Consignment value
• Special handling requirements
• Installation restrictions
• Display restrictions
• Insurance requirements

Where an artwork-specific term agreed to by Artist and Wallflower conflicts with a general provision of this Agreement, the artwork-specific term will control for that artwork.

24. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles.

25. Entire Agreement

This Agreement, together with any artwork-specific terms accepted by Artist and Wallflower, represents the agreement between the parties concerning Artist's participation in the Wallflower Partner Artist Program.

Any material amendment must be agreed to by both parties, except that Wallflower may update administrative or operational policies that do not materially change Artist's financial or ownership rights.

Electronic Acceptance

By checking the acceptance box and submitting the Partner Artist application, Artist acknowledges that Artist:

• Has read this Agreement
• Understands the Agreement
• Agrees to be bound by its terms
• Confirms that the information submitted to Wallflower is accurate
• Has authority to submit the artwork provided to Wallflower