Wallflower Partner Business Agreement

1. Wallflower Program

Wallflower partners with businesses to curate and place artwork within their physical spaces.

Depending on the program selected, artwork may be:

• Displayed and offered for sale;
• Displayed as part of a paid Wallflower placement program while remaining available for sale; or
• Displayed as part of a paid Wallflower placement program without being offered for sale.

Wallflower coordinates artwork selection, placement, artist relationships, sales administration, and other services associated with the program.

Unless ownership is transferred through a completed sale, artwork remains the property of the applicable artist or other artwork owner.

2. Placement Programs

Wallflower may offer several placement programs. Current pricing, commissions, collection size, rotation frequency, and other program-specific terms will be presented to the Partner Business when selecting or modifying a program.

A. Sale Only — Under a Sale Only placement:

• The Partner Business does not pay a recurring Wallflower display fee.
• Artwork displayed at the location is available for purchase.
• The Partner Business may receive a commission on qualifying artwork sales if specified in its current Program Terms.
• Wallflower may rotate, replace, or remove artwork as necessary.

B. Paid Display + Sale — Under a Paid Display + Sale placement:

• The Partner Business pays Wallflower a recurring fee for Wallflower's curation, placement, rotation, administration, and related services.
• Displayed artwork remains available for purchase unless otherwise identified.
• The Partner Business may receive a commission on qualifying artwork sales if specified in its current Program Terms.
• Wallflower may rotate, replace, or remove artwork in accordance with the applicable program.

C. Display Only — Under a Display Only placement:

• The Partner Business pays Wallflower a recurring fee for Wallflower's curation, placement, rotation, administration, and related services.
• Artwork is not offered for sale during the applicable placement unless Wallflower and the artwork owner authorize a change in status.
• No sales commission is generated unless the artwork subsequently becomes available for sale and a qualifying sale occurs.
• Wallflower may rotate, replace, or remove artwork in accordance with the applicable program.

Wallflower may update the names, pricing, features, or availability of its programs from time to time. Any material change affecting an active Partner Business will be communicated in accordance with this Agreement and the applicable Program Terms.

3. Program Terms

When enrolling in or changing a Wallflower program, the Partner Business will be presented with the commercial terms applicable to that program ("Program Terms").

Program Terms may include:

• Selected placement program;
• Recurring fee, if applicable;
• Billing frequency;
• Partner Business sales commission percentage, if applicable;
• Collection size or other placement limits;
• Rotation frequency or schedule;
• Minimum term or cancellation requirements, if applicable; and
• Other program-specific benefits, restrictions, or fees.

The Partner Business must accept the applicable Program Terms before enrollment or a program change becomes effective.

The Program Terms accepted by the Partner Business are incorporated into this Agreement by reference.

Wallflower will maintain a record of the Program Terms accepted by the Partner Business, including the applicable terms, version, and date of acceptance.

If there is a conflict between this Agreement and the Program Terms concerning a program-specific commercial term such as pricing, commission percentage, billing frequency, or rotation frequency, the accepted Program Terms will control with respect to that commercial term.

4. Nature of Paid Placement Fees

Any subscription, display, placement, rental, membership, or similar recurring fee charged to a Partner Business is paid to Wallflower for Wallflower's services.

These fees are separate from the ownership or sale price of any individual artwork.

The Partner Business acknowledges that:

• It is purchasing placement, curation, administration, rotation, and related services from Wallflower;
• Payment of a recurring fee does not give the Partner Business ownership of any displayed artwork;
• Payment of a recurring fee does not create a direct rental or payment relationship between the Partner Business and the artist; and
• Artists are not entitled to any portion of Partner Business recurring placement or display fees solely because their artwork is displayed at the location.

5. Artwork Selection and Curation

Wallflower will use the Partner Business's stated preferences, space characteristics, available inventory, artist permissions, and other relevant factors when curating artwork.

Partner Business preferences are used as guidance and do not guarantee that every piece will match every stated preference.

Wallflower retains reasonable discretion over which artwork is eligible for placement.

The Partner Business may communicate concerns about proposed or installed artwork, and Wallflower will make reasonable efforts to address those concerns.

6. Installation and Placement

Wallflower will coordinate the initial placement and installation of artwork unless otherwise agreed.

The Partner Business agrees to provide reasonable access to the premises at mutually agreed times for installation, inspection, rotation, maintenance, photography, removal, or replacement of artwork.

Artwork may not be moved to another room, wall, building, address, or location without Wallflower's approval.

The Partner Business may not permanently alter, modify, frame, reframe, repair, clean, restore, attach objects to, or otherwise modify artwork without prior authorization from Wallflower.

7. Care and Custody of Artwork

While artwork is located at the Partner Business's premises, the Partner Business agrees to exercise reasonable care to protect it from foreseeable loss or damage.

The Partner Business should take reasonable precautions regarding:

• Water or moisture exposure;
• Excessive heat;
• Direct or unusually intense sunlight where reasonably avoidable;
• Smoke, grease, chemicals, or other environmental hazards;
• Construction or maintenance activity;
• Unauthorized handling;
• Unsafe mounting or relocation; and
• Other conditions reasonably likely to damage the artwork.

The Partner Business must promptly notify Wallflower if artwork is damaged, lost, stolen, moved without authorization, or otherwise materially affected.

8. Loss, Theft, or Material Damage

The Partner Business is not automatically responsible for every instance of loss, theft, or damage occurring while artwork is displayed at its location.

However, the Partner Business may be responsible for the reasonable cost of repair or, when repair is not commercially reasonable, the documented value of the artwork when the loss or damage results from:

• Negligence or willful misconduct by the Partner Business;
• Actions of its employees, contractors, or agents;
• Unauthorized moving, handling, cleaning, repair, alteration, or removal of artwork;
• Failure to take reasonable precautions after becoming aware of a condition that presents a material risk to the artwork;
• Construction, renovation, maintenance, or similar activities under the Partner Business's control where reasonable protective measures were not taken; or
• A material breach of the care and custody obligations in this Agreement.

The Partner Business generally will not be responsible for ordinary wear, inherent defects, deterioration unrelated to its conduct, or damage caused solely by circumstances outside its reasonable control when it has exercised reasonable care.

In the event of theft, vandalism, fire, flooding, severe weather, or another significant incident, the Partner Business agrees to promptly notify Wallflower and reasonably cooperate with Wallflower regarding documentation, insurance claims, police reports, or other necessary investigation.

Wallflower will work with the Partner Business and artist in good faith to determine responsibility based on the circumstances.

9. Insurance

Wallflower may maintain insurance applicable to certain artwork, placements, or circumstances but does not represent that every possible loss will be insured.

The Partner Business is encouraged to maintain customary commercial property and general liability insurance appropriate for its operations.

Nothing in this Agreement requires the Partner Business to obtain a specialized fine-art insurance policy unless such a requirement is separately disclosed and agreed to for a particular placement.

Insurance coverage does not eliminate responsibility for loss or damage caused by a party's negligence, willful misconduct, or breach of this Agreement.

10. Partner Business Sales Commission

Certain Wallflower programs may provide the Partner Business with a commission when eligible artwork displayed at its location is sold.

The Partner Business's applicable commission percentage will be specified in the Program Terms presented to and accepted by the Partner Business when enrolling in or changing a Wallflower program. The applicable Program Terms are incorporated into this Agreement by reference.

Unless otherwise stated in the applicable Program Terms, the Partner Business commission will be calculated as a percentage of the final artwork Sale Price, excluding sales tax and any separately stated shipping, delivery, installation, or other service fees.

Commission Eligibility — A Partner Business commission is earned only when:

• The artwork was assigned to and displayed at the Partner Business's location at the time of the qualifying sale;
• The Partner Business's selected program provides for a sales commission;
• The artwork was eligible and available for sale; and
• The sale is successfully completed through Wallflower.

Simply displaying artwork does not entitle the Partner Business to a sales commission.

Relationship to Artist Compensation — Any Partner Business sales commission is paid from Wallflower's portion of the artwork Sale Price and will not reduce the Partner Artist's applicable sales commission.

Under Wallflower's current artist compensation structure, the Partner Artist receives 75% of the final artwork Sale Price regardless of whether the Partner Business receives a sales commission.

For example, if the applicable Program Terms provide the Partner Business with a 10% sales commission:

• Partner Artist: 75% of Sale Price
• Partner Business: 10% of Sale Price
• Wallflower: remaining 15% of Sale Price

This example is illustrative only. The Partner Business's actual commission percentage will be determined by its accepted Program Terms.

Payment of Commission — Wallflower will track commissions earned by the Partner Business and make payment according to Wallflower's applicable payout schedule.

Wallflower may delay, withhold, adjust, or reverse a commission when the underlying transaction is canceled, refunded, reversed, charged back, fraudulent, or otherwise not successfully completed.

Partner Business sales commissions are separate from any recurring subscription, display, placement, or other fees paid by the Partner Business to Wallflower.

Changes to Commission Rate — A Partner Business's commission rate will not change solely because Wallflower changes the rates offered to new Partner Businesses.

If Wallflower proposes a change to the commission rate applicable to an existing Partner Business, the updated rate must be presented to the Partner Business as updated Program Terms and accepted by the Partner Business before the new rate applies.

Wallflower will retain a record of the Program Terms and commission rate accepted by the Partner Business, including the applicable version and date of acceptance.

11. Artwork Sales

When artwork is available for sale, Wallflower will determine and display the applicable sale price authorized for that artwork.

Unless expressly authorized by Wallflower, the Partner Business may not:

• Change the artwork's price;
• Offer unauthorized discounts;
• Accept payment directly for the artwork;
• Represent that it owns the artwork; or
• Complete an artwork sale outside the Wallflower sales process.

Wallflower will process the sale and coordinate applicable artist compensation, Partner Business commissions, taxes, and other transaction-related amounts.

The artist's compensation arrangement with Wallflower is separate from this Agreement.

12. Artist Compensation

Artists participating in Wallflower are compensated according to their separate agreement with Wallflower.

For clarity, the Partner Business acknowledges that artists are compensated through qualifying artwork sales and do not receive Partner Business recurring display or placement fees.

Under Wallflower's current artist compensation structure, the artist receives 75% of the final artwork Sale Price, and Wallflower initially receives the remaining 25%, from which any applicable Partner Business sales commission is paid.

The Sale Price used for this calculation excludes sales tax and separately stated shipping, delivery, installation, or other service fees.

Any Partner Business sales commission is administered by Wallflower and does not create a separate payment obligation from the Partner Business to the artist.

13. Ownership and Intellectual Property

Physical ownership of artwork remains with the artist or applicable artwork owner until a completed sale transfers ownership.

Participation in the Wallflower program does not transfer copyright or other intellectual-property rights associated with the artwork.

The Partner Business may not reproduce, manufacture copies of, commercially exploit, or authorize third-party reproductions of displayed artwork without appropriate permission from the rights holder.

Incidental appearance of artwork in ordinary photographs or videos of the Partner Business's space, including reasonable promotional or social-media content featuring the location, is permitted unless Wallflower provides notice of a specific restriction applicable to a particular artwork.

14. Artwork Information and Promotional Materials

Wallflower may provide labels, QR codes, signage, artist information, or other materials associated with displayed artwork.

The Partner Business agrees not to intentionally remove, obscure, modify, or replace these materials without Wallflower's approval.

The Partner Business may promote its participation in Wallflower and share displayed artwork through ordinary marketing and social-media activities, subject to the intellectual-property provisions of this Agreement.

15. Photography and Promotion of the Location

The Partner Business authorizes Wallflower to photograph or record installed artwork within the Partner Business's space for purposes related to:

• Documenting placements;
• Promoting Wallflower;
• Promoting participating artists;
• Showcasing Partner Businesses; and
• Marketing the Wallflower program.

Wallflower will make reasonable efforts to avoid intentionally capturing confidential information or individuals who have not reasonably consented to being prominently featured.

The Partner Business may notify Wallflower of reasonable photography restrictions applicable to its location.

16. Fees and Payment

The Partner Business agrees to pay all fees applicable to its selected Wallflower program as stated in its accepted Program Terms.

Current pricing and billing frequency will be disclosed before enrollment or a program change.

Recurring programs may automatically renew and charge the Partner Business's designated payment method until canceled in accordance with the applicable Program Terms.

Applicable taxes may be charged in addition to stated fees where required by law.

Failure to pay amounts when due may result in suspension of services and removal of artwork.

17. Collection Changes and Rotation

Depending on the Partner Business's selected program, Wallflower may periodically rotate artwork.

Exact rotation timing may depend on artwork availability, artist participation, scheduling, transportation, installation requirements, and other operational considerations.

Wallflower may remove or replace artwork at any time when reasonably necessary, including when:

• Artwork is sold;
• An artist withdraws eligible artwork;
• Artwork requires maintenance or inspection;
• Wallflower determines the artwork is no longer appropriate for the placement;
• Safety or environmental concerns arise; or
• The Partner Business relationship ends.

Wallflower will make reasonable efforts to minimize unnecessary disruption to the Partner Business.

18. Sale of Displayed Artwork

If displayed artwork sells, Wallflower may remove the sold artwork and replace it with another eligible piece.

The timing of replacement may vary depending on availability and scheduling.

A Partner Business may not prevent Wallflower from completing a valid sale of artwork that was designated as available for sale.

19. Term and Cancellation

This Agreement begins when accepted by the Partner Business and continues until terminated.

Program-specific minimum terms, billing periods, cancellation requirements, or notice periods, if any, will be disclosed in the Program Terms before the Partner Business enrolls in that program.

Unless otherwise stated in the applicable Program Terms, either party may terminate the relationship by providing reasonable notice.

Upon termination:

• Outstanding fees remain due;
• Earned but unpaid Partner Business commissions remain payable subject to applicable transaction terms;
• Wallflower may arrange for removal of all Wallflower-managed artwork; and
• The Partner Business must provide reasonable access for removal.

The Partner Business remains responsible for artwork in its custody until the artwork is returned to Wallflower, the artist, or another party designated by Wallflower.

20. Immediate Removal or Suspension

Wallflower may suspend services or remove artwork without waiting for the normal termination period when reasonably necessary because of:

• Material nonpayment;
• Unsafe conditions;
• Repeated unauthorized handling of artwork;
• Material breach of this Agreement;
• Suspected fraud or unlawful activity;
• Significant risk to artwork, artists, customers, or Wallflower; or
• Other circumstances making continued placement unreasonable.

21. No Guarantee of Sales

Wallflower does not guarantee that artwork displayed at a Partner Business will sell or generate any particular amount of commission revenue.

The Partner Business acknowledges that artwork sales depend on numerous factors outside Wallflower's control.

22. Independent Businesses

The Partner Business and Wallflower are independent parties.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between the parties.

The Partner Business has no authority to enter into agreements on behalf of Wallflower or participating artists.

23. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from participation in the Wallflower program.

Nothing in this Agreement limits liability that cannot legally be limited or excluded.

Nothing in this section eliminates a Partner Business's responsibility for artwork loss or damage when responsibility exists under Section 8.

24. Indemnification

Each party agrees to be responsible for claims, losses, or expenses arising from its own negligence, willful misconduct, violation of law, or material breach of this Agreement.

The Partner Business agrees to indemnify and hold harmless Wallflower and participating artists from third-party claims arising from the Partner Business's negligence, willful misconduct, unauthorized use of artwork, or material breach of this Agreement.

Wallflower agrees to indemnify the Partner Business from third-party claims arising from Wallflower's negligence, willful misconduct, or material breach of this Agreement.

25. Changes to This Agreement

Wallflower may update this Agreement from time to time.

For material changes affecting an existing Partner Business, Wallflower will provide reasonable notice before the updated terms become effective.

Continued participation after the effective date of properly noticed updated terms constitutes acceptance where permitted by law.

Changes to program-specific commercial terms such as a Partner Business's commission percentage will be handled in accordance with the applicable Program Terms and Section 10 of this Agreement.

26. Governing Law

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

Note: any venue or dispute-resolution requirements adopted by Wallflower should be stated here before production use.

27. Electronic Acceptance

By checking the acceptance box, electronically signing, or otherwise enrolling as a Partner Business, the individual accepting this Agreement represents that they:

• Have read and understand this Agreement;
• Agree to its terms;
• Agree to the applicable Program Terms presented during enrollment; and
• Have authority to bind the Partner Business.

The Partner Business name, authorized representative, selected program, Program Terms version, Partner Business commission, Agreement version, and date accepted are recorded by Wallflower at the time of acceptance.