Wallflower Partner Business Terms of Agreement

1. The Wallflower Partner Program

Wallflower provides curated artwork for display within participating businesses.

Depending on the selected program, Wallflower may:

• Source artwork
• Curate a collection for Partner's space
• Transport artwork
• Install artwork
• Rotate artwork
• Maintain artwork
• Offer displayed artwork for sale
• Process customer purchases
• Replace sold artwork
• Pay Partner commissions on qualifying artwork sales

Artwork may be owned by Wallflower or provided to Wallflower by participating artists or other authorized owners.

Except where expressly stated otherwise, Partner does not acquire ownership of artwork by participating in the Wallflower Partner Program.

2. Partner Approval

Submitting an application does not automatically make a business an approved Wallflower Partner.

Wallflower may review:

• Partner's business
• Physical location
• Available wall space
• Customer traffic
• Interior environment
• Installation requirements
• Requested program
• Other factors reasonably relevant to the partnership

Wallflower may approve or decline an application at its discretion.

This Agreement becomes applicable to active participation after Wallflower approves Partner and the parties agree upon a Wallflower program.

3. Wallflower Programs

Partner may participate in one of the following programs.

Free Collection

• Wallflower provides artwork without a recurring rental charge.
• Artwork is generally available for customer purchase.
• Wallflower retains greater control over artwork selection, placement, rotation, pricing, and replacement.
• Partner receives the sales commission specified in its Partner Program Details for qualifying sales originating from Partner's location.

Curated Rental

• Partner pays an agreed recurring fee for a collection curated for Partner's space.
• Partner receives greater input into aesthetic, style, color, collection size, artwork selection, and rotation schedule.
• Artwork generally is not offered for sale unless otherwise agreed.
• Partner does not receive a sales commission on artwork that is not offered for sale.

Curated Rental + Sales

• Partner pays an agreed recurring fee for a curated collection.
• Selected artwork may also be offered for sale.
• Partner receives the sales commission specified in its Partner Program Details for qualifying sales originating from Partner's location.

4. Partner Program Details

Before installation, Wallflower will maintain program-specific terms for Partner, which may include:

• Selected program
• Monthly rental fee, if applicable
• Partner sales commission
• Approximate collection size
• Rotation schedule
• Installation date
• Billing schedule
• Other location-specific terms

These terms are incorporated into this Agreement as the Partner's Program Details.

Pricing and commission percentages may vary between programs and partners.

Wallflower may not materially change Partner's recurring rental fee or sales commission percentage without notifying Partner and obtaining agreement to the change.

5. Ownership of Artwork

Unless otherwise expressly identified, artwork displayed through Wallflower remains the property of Wallflower, a Wallflower partner artist, or another authorized owner.

Partner receives only the right to display artwork in accordance with this Agreement.

Partner may not:

• Sell artwork independently
• Give artwork away
• Pledge artwork as collateral
• Claim ownership
• Remove identifying information
• Transfer artwork to another location
• Allow another party to take possession

except as authorized by Wallflower.

6. Curation

Wallflower will curate artwork based on the selected program.

For paid curation programs, Wallflower will make reasonable efforts to consider Partner's:

• Interior design
• Brand
• Colors
• Preferred styles
• Artwork preferences
• Available wall space
• Customer environment

Partner acknowledges that curation involves subjective judgment.

For Free Collection partners, Wallflower retains greater discretion over artwork selection because the location also serves as a venue through which Wallflower markets and sells artwork.

Partner may raise reasonable objections to artwork it considers inappropriate for its business.

7. Installation

Unless otherwise agreed, Wallflower will coordinate installation and removal of artwork.

Partner authorizes Wallflower and its authorized personnel to enter agreed portions of Partner's premises at mutually reasonable times for purposes including:

• Measuring walls
• Evaluating installation conditions
• Installing artwork
• Inspecting artwork
• Photographing installations
• Rotating artwork
• Replacing sold artwork
• Removing artwork

Wallflower will use commercially reasonable care when performing installation.

Partner must disclose known conditions that could make installation unsafe or inappropriate.

8. Artwork Placement

Once installed, Partner may not move, relocate, remove, rehang, modify, or otherwise handle artwork without Wallflower's approval except when reasonably necessary to prevent imminent damage or injury.

If emergency movement is necessary, Partner should notify Wallflower as soon as reasonably possible.

Partner may not alter Wallflower installation hardware without authorization.

9. Reasonable Care

Partner agrees to exercise commercially reasonable care over artwork while it is displayed at Partner's location.

Partner will take reasonable precautions to protect artwork from foreseeable hazards.

Partner should promptly notify Wallflower of circumstances that could reasonably threaten displayed artwork, including:

• Water leaks
• Construction
• Remodeling
• Excessive heat
• Excessive moisture
• Fire or smoke damage
• Structural problems
• Unsafe mounting conditions
• Significant changes to the space
• Other known hazards

Wallflower may temporarily remove artwork when it reasonably determines that conditions create an unacceptable risk.

10. Loss, Theft, or Material Damage

Responsibility for loss, theft, or material damage will generally depend upon the circumstances of the incident and the party responsible for the artwork at the time.

Partner Responsibility

Partner will be responsible for loss or material damage resulting from Partner's negligence, misconduct, or failure to exercise commercially reasonable care.

This includes actions or omissions by Partner's:

• Owners
• Employees
• Agents
• Contractors
• Cleaning personnel
• Other persons acting on Partner's behalf

Examples may include:

• An employee knocking artwork from the wall
• Unauthorized movement of artwork
• Improper cleaning
• Damage during construction or maintenance
• Removal or modification of installation hardware
• Failure to address a known water leak or similar hazard
• Allowing artwork to be removed without authorization

Where Partner is responsible for a total loss, Partner's maximum responsibility for the artwork will generally be the artwork's documented replacement, consignment, or agreed value maintained by Wallflower, subject to applicable law and any separately agreed terms.

Wallflower Responsibility

Wallflower will be responsible for loss or material damage caused by Wallflower's negligence or that of its employees or contractors while Wallflower is:

• Transporting artwork
• Installing artwork
• Removing artwork
• Storing artwork
• Directly handling artwork

Customer or Third-Party Incidents

Partner is not automatically responsible merely because artwork is damaged or stolen by a customer or other unaffiliated third party.

If such an incident occurs, Partner agrees to reasonably cooperate with Wallflower in investigating the incident and pursuing available recovery.

Where reasonably available, Partner should preserve:

• Security footage
• Incident reports
• Witness information
• Relevant photographs
• Other evidence concerning the incident

Incident Notification

Partner must notify Wallflower promptly after discovering:

• Theft
• Significant damage
• Missing artwork
• Unauthorized removal
• Other material incidents involving Wallflower artwork

Partner should not attempt significant repairs or restoration without Wallflower's authorization.

11. Insurance

Each party is responsible for maintaining insurance it considers appropriate for its business operations and legal obligations.

Wallflower may maintain insurance applicable to artwork, inventory, transportation, installation, or other aspects of its operations.

Partner is encouraged to maintain appropriate commercial general liability and property insurance.

Wallflower may request reasonable evidence of insurance when warranted by:

• The value of artwork being displayed
• The nature of Partner's premises
• A specific installation
• Other relevant risk considerations

The existence of insurance does not eliminate responsibility otherwise established under this Agreement.

12. Artwork Sales

When artwork is offered for sale, Wallflower will generally control and process the transaction.

Customers may purchase artwork through:

• Wallflower's website
• Artwork QR codes
• Wallflower's online checkout
• Other approved Wallflower sales channels

Partner and Partner's employees are not expected to process artwork transactions unless separately agreed.

Partner should direct interested customers to the Wallflower purchasing process.

13. Partner Sales Commission

When Partner participates in a program that includes sales commissions, Partner will receive the percentage specified in its Program Details.

Unless otherwise stated, Partner commission is calculated from the final Sale Price of the artwork, excluding:

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

Example: if an artwork sells for $200 and Partner's commission is 20%, Partner earns $40.

Wallflower will maintain records of qualifying sales attributed to Partner's location.

14. Sale Attribution

Artwork displayed through Wallflower may contain a gallery label or QR code identifying the specific artwork and its current placement.

A qualifying sale will generally be attributed to Partner when the purchaser discovers or purchases the artwork through its placement at Partner's location.

Wallflower's records concerning the artwork's active placement and originating transaction will be used to determine attribution.

Partner commissions apply only to qualifying transactions attributed to Partner's location.

15. Partner Commission Payments

Wallflower will pay earned Partner commissions according to the payment schedule established for the Partner Program.

Wallflower may reasonably delay payment when necessary to resolve:

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

Partner will have access to records reasonably identifying:

• Artwork sold
• Sale Price
• Commission percentage
• Commission amount
• Payment status

Partner is responsible for providing accurate payment and tax information.

16. Sold Artwork

When artwork displayed at Partner's location sells, Wallflower will coordinate its removal, customer pickup, delivery, or other fulfillment.

Partner should not release purchased artwork directly to a customer unless Wallflower has authorized the release.

Wallflower will make reasonable efforts to replace sold artwork when appropriate for Partner's program.

17. Gallery Labels and QR Codes

Wallflower may install tasteful gallery labels, QR codes, or other identifying materials alongside artwork.

Partner agrees not to:

• Remove them
• Cover them
• Alter them
• Replace QR codes
• Modify pricing
• Display competing sales information for the same artwork

without Wallflower's approval.

Partner may contact Wallflower if a label becomes damaged or needs replacement.

18. Photography and Marketing

Partner authorizes Wallflower to photograph installed artwork and the surrounding portions of Partner's premises for purposes related to:

• Wallflower's website
• Social media
• Artwork listings
• Partner profiles
• Advertising
• Public relations
• Marketing
• Portfolio materials

Wallflower will make reasonable efforts not to photograph private, restricted, or sensitive areas unrelated to the installation.

Wallflower may identify Partner publicly as a Wallflower partner and may use Partner's business name and logo for that purpose, subject to reasonable brand-use requirements communicated by Partner.

Partner may similarly identify itself as a Wallflower partner while actively participating in the program.

19. Customer Relationships

Partner is not required to actively sell Wallflower artwork.

Wallflower intends the sales experience to require minimal effort from Partner's employees.

Partner agrees not to intentionally interfere with Wallflower transactions or direct customers around Wallflower's purchasing system for the purpose of avoiding Wallflower's involvement.

20. Rental Fees

If Partner participates in a paid program, Partner agrees to pay the recurring amount specified in its Program Details.

Billing frequency and payment method will be disclosed before paid service begins.

Unless otherwise agreed, rental fees cover the ongoing right to display the collection and Wallflower's standard curation and rotation services.

Additional services outside the agreed program may be quoted separately.

21. Rotation

Wallflower may periodically rotate artwork.

Rotation timing may depend on:

• Partner's program
• Agreed service level
• Artwork availability
• Sales
• Curation needs
• Seasonal changes
• Customer response

Paid partners may receive a defined rotation schedule as part of their Program Details.

Free Collection partners acknowledge that Wallflower may rotate artwork based primarily on inventory and sales considerations.

22. Access to Artwork

Partner agrees to provide Wallflower reasonable access to displayed artwork when necessary for:

• Inspection
• Rotation
• Sale fulfillment
• Maintenance
• Photography
• Removal
• Emergency situations

Wallflower will make reasonable efforts to coordinate access in advance and minimize disruption to Partner's operations.

23. Changes to Partner's Space

Partner should notify Wallflower before significant changes that could affect displayed artwork, including:

• Remodeling
• Painting
• Construction
• Furniture relocation affecting artwork
• Closure
• Relocation
• Ownership changes
• Significant changes to operating conditions

Wallflower may temporarily retrieve artwork when necessary.

24. Term and Termination

Unless Partner's Program Details specify a different minimum term, either party may terminate participation by providing 30 days' written notice.

Wallflower may remove artwork sooner when reasonably necessary to protect:

• Artwork
• Customers
• Partner
• Wallflower
• Participating artists

Upon termination, Wallflower will arrange removal of its artwork and installation materials within a reasonable period.

Partner must continue exercising reasonable care over artwork until Wallflower retrieves it.

Termination does not eliminate obligations concerning:

• Outstanding fees
• Earned commissions
• Completed sales
• Pending transactions
• Damage or loss occurring before removal
• Other obligations that reasonably survive termination

25. Immediate Suspension or Termination

Wallflower may immediately suspend service or remove artwork if Wallflower reasonably believes:

• Artwork is unsafe
• The environment poses a significant risk to artwork
• Partner has materially breached this Agreement
• Partner is intentionally interfering with Wallflower sales
• Partner has failed to make required payments
• Continued placement could reasonably harm Wallflower, participating artists, customers, or artwork

Wallflower will make reasonable efforts to communicate with Partner regarding the issue.

26. No Guarantee of Revenue

Wallflower does not guarantee:

• That artwork will sell
• Any minimum sales volume
• Any minimum Partner commission
• Any particular level of customer interest
• Any specific financial benefit from participating

Free artwork placement should not be interpreted as a guarantee that Partner will earn commissions.

27. Independent Businesses

Wallflower and Partner remain independent businesses.

Nothing in this Agreement creates:

• An employment relationship
• Partnership
• Joint venture
• Franchise
• Agency relationship

Neither party may enter contracts or make legal commitments on behalf of the other without written authorization.

28. Taxes

Each party is responsible for its own income and business tax obligations.

Where Wallflower processes an artwork sale and is legally responsible for collecting and remitting sales tax, Wallflower will handle that obligation.

Partner is responsible for taxes arising from rental expenses, commission income, or other amounts applicable to Partner.

Wallflower may request appropriate tax documentation when required.

29. Limitation of Liability

To the maximum extent permitted by applicable law, neither Wallflower nor Partner will be liable to the other for indirect, incidental, special, consequential, or punitive damages arising from participation in the Wallflower Partner Program.

Nothing in this section eliminates responsibility for amounts expressly owed under this Agreement or responsibility that cannot legally be limited.

30. Governing Law

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

31. Entire Agreement

This Agreement, together with Partner's Program Details and any installation-specific terms agreed by the parties, constitutes the agreement concerning Partner's participation in the Wallflower Partner Program.

Artwork-specific or location-specific terms agreed by Wallflower and Partner may supplement this Agreement.

If a specifically agreed term conflicts with a general provision of this Agreement, the specifically agreed term will control with respect to that subject.

Electronic Acceptance

By checking the acceptance box and submitting the Partner Agreement, the person accepting on behalf of Partner confirms that they:

• Have read this Agreement
• Understand and agree to its terms
• Are authorized to accept this Agreement on behalf of Partner
• Confirm that information provided to Wallflower is accurate