Artist Terms of Service

CHARLES FRANCIS STUDIO — ARTIST TERMS OF SERVICE

Version 2026.06

Effective Date: May 13, 2026

Last Updated: May 13, 2026

Supersedes: Version 2026.04 (April 5, 2026)

PLEASE READ THESE ARTIST TERMS OF SERVICE CAREFULLY BEFORE CREATING AN ACCOUNT, UPLOADING ARTWORK, OR PARTICIPATING IN THE ARTIST PROGRAM.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). YOU MAY OPT OUT WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS AS DESCRIBED IN SECTION 13.5.

These Artist Terms of Service ("Artist Terms" or this "Agreement") form a binding legal contract between you ("Artist," "you," or "your") and Charles Francis Studio, LLC ("Charles Francis Studio," "Studio," "we," "us," or "our"), a Washington limited liability company located in Kennewick, Washington, governing your participation in the Charles Francis Studio Artist Program through the artist portal at charlesfrancis.gallery (the "Site" and "Artist Portal").

By creating an Artist Account, uploading Artwork, or otherwise participating in the Artist Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement, our general Terms of Service, and our Privacy Policy, all of which are incorporated by reference. The version of this Agreement you accepted at registration, together with the date and time of acceptance and a unique acceptance identifier, is recorded by the Site and is available to you upon written request.

1. DEFINITIONS

1.1 Capitalized terms have the meanings set forth in this Agreement. The following terms have the meanings below:

(a) "Artist Account" means the account you create on the Site to participate in the Artist Program.

(b) "Artist Portal" means the password-protected portion of the Site through which Artists upload Artwork, manage Enrollment Schedules, view earnings, and manage account settings.

(d) "Artist Revenue Share" has the meaning set forth in Section 7.1.

(e) "Artwork" means any digital file, image, or work uploaded by you to the Artist Portal for inclusion in the Prints Program, together with any associated metadata you submit.

(f) "Effective Date" means the date on which you first accept this Agreement.

(g) "Enrollment Schedule" means the per-Artist document, generated by the Site and electronically signed by you at registration (and regenerated upon affirmative re-acceptance under Section 17.2), that snapshots: your opted-in product categories; the markup-tier ranges and uniform-product revenue-share percentages then in effect for those categories; any Artist-specific terms; and the effective date and version of these Artist Terms accepted by you. The Enrollment Schedule is a contemporaneous record; the current pricing parameters in effect at the time of any sale are those then published in the Artist Portal under Section 7.

(h) "Net Sale Price" has the meaning set forth in Section 7.1.

(i) "Originals Consignment Agreement" means the separate, individually signed written contract between Charles Francis Studio and an artist for the physical consignment of original artworks for sale through the Studio's gallery, governed by chapter 18.110 RCW.

(j) "Prints Program" means the print-on-demand fine art reproduction program described in Section 2.1, governed exclusively by this Agreement.

(k) "Production Activities" has the meaning set forth in Section 6.2.

(l) "Studio Parties" means Charles Francis Studio, LLC and its owners, members, managers, officers, employees, agents, contractors, sublicensees, successors, and assigns.

2. OVERVIEW AND SCOPE

2.1 The Prints Program

The Prints Program permits approved Artists to upload digital files of their original artwork to the Artist Portal. Charles Francis Studio produces fine art prints, giclée reproductions, canvas prints, framed and matted products, and other on-demand physical or digital products derived from those files; markets and sells those products to customers through the Site and the Studio's authorized sales channels; handles fulfillment (production, quality control, packaging, shipping, and customer service); and distributes the Artist Revenue Share to participating Artists in accordance with Section 7.

2.2 Studio's Role; Capabilities, Not Guarantees

In connection with the Prints Program, Charles Francis Studio may, in its discretion and without obligation, perform some or all of the following: digital file capture or scanning; color profiling, color correction, and ICC re-mapping; product format adaptation (resizing, cropping, aspect-ratio adjustment); mockup and composite generation for product detail pages; production using archival-quality materials and professional printing equipment; quality control and inspection; packaging, shipping, and fulfillment; site listing and product page creation; payment processing and revenue distribution; and customer service. Nothing in this Section 2.2 creates a guarantee that any specific service will be provided to any specific Artist or any specific Artwork. Section 7.7 (No Guaranteed Sales) and Section 7.8 (No Guaranteed Marketing) further limit any implied service obligations.

2.3 Relationship of the Parties

This Agreement establishes a non-exclusive license and revenue-share arrangement for the production and sale of reproductions of your Artwork. You are an independent contractor. Nothing in this Agreement creates an employer-employee relationship, agency, partnership, joint venture, or fiduciary relationship between you and Charles Francis Studio. You are solely responsible for your own income, self-employment, and other tax obligations. Charles Francis Studio will issue applicable tax forms (such as IRS Form 1099-NEC for U.S. persons) as required by law and as further described in Section 7.5.

2.4 Scope of These Artist Terms

These Artist Terms govern the Prints Program only. Original physical artworks consigned to Charles Francis Studio for sale through its gallery are governed by a separate, individually signed Originals Consignment Agreement that incorporates the requirements of chapter 18.110 RCW (Art Dealers — Artists). These Artist Terms do not govern the consignment of original artworks, and nothing in this Agreement constitutes a consignment of fine art under chapter 18.110 RCW or creates any trust, agency, or fiduciary relationship within the meaning of that chapter. To the extent any conflict exists between these Artist Terms and an Originals Consignment Agreement as to any original artwork, the Originals Consignment Agreement controls as to that artwork.

3. ARTIST ACCOUNT AND ELIGIBILITY

3.1 Eligibility

To participate in the Artist Program, you represent that you:

(a) are at least eighteen (18) years of age;

(b) are the sole creator and legal owner of all Artwork you upload, or have obtained all rights, licenses, consents, and permissions necessary to grant the rights described in Section 6;

(d) have not been previously terminated from the Artist Program for breach of this Agreement or any predecessor agreement;

(e) are not subject to any exclusivity agreement, work-for-hire arrangement, prior license, or other contractual obligation that would conflict with the rights you grant in Section 6 with respect to any Artwork you upload; and

(f) are not (i) listed on the U.S. Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List, (ii) located in or a national or resident of any jurisdiction subject to comprehensive U.S. trade sanctions or embargoes, or (iii) otherwise prohibited from receiving payment under U.S. export-control or sanctions laws.

3.2 Account Registration

You must create an Artist Account through the Site and provide accurate, current, and complete information, including your legal name, contact information, and tax-identification documentation as described in Section 7.5. You will promptly update your information if it changes.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Artist Account credentials and for all activity that occurs under your account. You must notify us immediately at info@charlesfrancis.gallery if you become aware of any unauthorized access. You may not sell, lease, transfer, or share your Artist Account, allow another person to access your account, or operate multiple Artist Accounts to circumvent fees, commission tiers, or other limits in this Agreement.

3.4 Approval; No Obligation to Accept

Your application does not guarantee acceptance into the Artist Program. Charles Francis Studio reserves the right, in its sole discretion, to accept or reject any application or any individual Artwork. The exercise of this discretion shall not give rise to any liability or claim, except to the extent required by chapter 49.60 RCW (Washington Law Against Discrimination) or other applicable non-waivable law.

4. ARTWORK SUBMISSION

4.1 Submission Process

You may upload Artwork to the Artist Portal subject to the technical requirements published in the Artist Portal (which Studio may update from time to time on at least thirty (30) days' notice) and the content restrictions in Section 5.

4.2 Image Quality Requirements

Submitted files must meet the resolution, file format, color profile, and file integrity standards published in the Artist Portal, sufficient to produce reproductions at the maximum offered size without visible defect, as determined by Studio in its reasonable production judgment. Charles Francis Studio may request higher-resolution files, re-scans, or alternative source files at any time as a condition of continued listing.

4.3 Artwork Information; Per-Upload Attestation

For each Artwork you upload, you must provide accurate metadata (title, medium, dimensions, year of creation, description, and any other information requested by the Artist Portal) and complete the per-upload attestation through which you affirm, with respect to that specific Artwork, that:

(a) you are the sole creator and legal owner of the Artwork, or have obtained all necessary rights to grant the rights in Section 6;

(b) the Artwork does not infringe any third-party right and you have no actual knowledge of any pending or written threatened claim against the Artwork;

(c) you have disclosed any use of artificial intelligence tools in the creation of the Artwork as required by Section 5.1(k); and

(d) any identifiable individual depicted in the Artwork is the subject of a written model release in your possession (or, in the case of a minor, a parental or legal-guardian release), which you will provide to Studio on request within five (5) business days; and

(e) with respect to this specific Artwork, you reaffirm the limited moral rights waiver in Section 6.7 to the maximum extent permitted by 17 U.S.C. §106A(e)(1) and any applicable state-law equivalent. This reaffirmation, together with your acceptance of this Agreement, is intended to satisfy the "specifically identify the work" formality of 17 U.S.C. §106A(e)(1) as to the uploaded Artwork.

The per-upload attestation is a representation and warranty made specifically as to the Artwork uploaded and is in addition to, not in lieu of, the representations and warranties in Section 8.

4.4 Right to Reject, Modify-Request, or Delist

Charles Francis Studio may, in its sole discretion:

(a) accept or reject any Artwork for any reason consistent with Section 3.4;

(b) request modifications or corrections before acceptance;

(d) limit the number of Artworks any Artist may have listed.

4.5 In-Flight Orders on Delisting

If Charles Francis Studio delists an Artwork after a customer order has been placed but before fulfillment, Studio shall either (i) fulfill the order in the ordinary course and pay the applicable Artist Revenue Share, or (ii) cancel and refund the order, in which case no Artist Revenue Share is owed for that order. Notwithstanding the foregoing, Studio may immediately cancel and refund any in-flight order, without paying any Artist Revenue Share for that order, where Studio reasonably suspects in its sole discretion infringement, breach of this Agreement, fraud, regulatory risk, or any other condition that would justify termination for cause under Section 11.3(a) or risk-based suspension under Section 11.3(c). Delisting under Section 4.4 does not, by itself, constitute termination of this Agreement under Section 11 unless Studio so designates in writing.

5. CONTENT RESTRICTIONS

5.1 Prohibited Content

You may not upload Artwork that:

(a) infringes, misappropriates, or violates any third party's copyright, trademark, patent, trade secret, moral right, right of publicity, right of privacy, or any other intellectual property or proprietary right;

(b) contains any element you did not create or do not have full documented rights to license under this Agreement;

(d) depicts identifiable minors in a suggestive, exploitative, or sexualized manner, regardless of whether a parental release exists;

(e) promotes, glorifies, or incites violence, terrorism, or hatred toward any individual or group based on race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or other protected characteristic;

(f) is defamatory, libelous, threatening, or harassing;

(g) depicts or promotes illegal activity;

(h) contains malware, viruses, or other harmful code;

(i) violates any applicable law, regulation, or ordinance;

(j) is fraudulent, deceptive, or misleading, including any work falsely attributed to another artist;

(k) was created in whole or in part using generative artificial intelligence tools, unless: (i) you have affirmatively disclosed all such uses through the Artist Portal disclosure mechanism at upload, (ii) you represent and warrant that the resulting work qualifies for copyright protection under current U.S. Copyright Office and federal court guidance regarding human authorship (including but not limited to Thaler v. Perlmutter, 687 F. Supp. 3d 140 (D.D.C. 2023)), and (iii) Charles Francis Studio has expressly approved the work for the Artist Program in writing; or

(l) is registered with, licensed through, or subject to the terms of any third-party rights-management or stock-licensing platform (including Getty Images, Shutterstock, Adobe Stock, Alamy, or similar) under terms that conflict with the rights granted in Section 6.

5.2 Reliance on Fair Use Disclaimed

You may not rely on the doctrine of fair use under 17 U.S.C. §107, or any analogous foreign-law defense, as a defense to your representations and warranties in Section 8 or your indemnification obligations in Section 9. If any third-party material is incorporated in your Artwork, you warrant that you hold a license to that material — not that your use is fair use.

5.3 Enforcement

Charles Francis Studio may, in its sole discretion, remove any Artwork that violates this Section 5 and may suspend or terminate your Artist Account for any violation. Studio is not obligated to monitor uploads proactively but reserves the right to do so.

6. INTELLECTUAL PROPERTY AND LICENSE GRANT

6.1 Artist Ownership

You retain full ownership of all copyright, intellectual property rights, and moral rights in your Artwork. Nothing in this Agreement transfers ownership of your Artwork or its underlying intellectual property to Charles Francis Studio.

6.2 License Grant; Production Activities

By uploading Artwork to the Artist Program, you grant Charles Francis Studio a non-exclusive, worldwide, royalty-free, sublicensable license to perform the activities described in subsections (a) through (g) below (collectively, the "Production Activities"). The Artist Revenue Share described in Section 7 is consideration for your participation in the Artist Program (including the production, marketing, fulfillment, customer-service, and platform services performed by the Studio) and is not a royalty for the use of Artwork. The license itself is royalty-free.

(a) Reproduce the Artwork in the form of fine art prints, giclée reproductions, canvas prints, framed and matted products, greeting cards, and any other physical or digital products offered through the Site or its authorized sales channels;

(b) Display the Artwork on the Site, in the Artist Portal, and in any digital or physical marketing materials, including the Site, social-media platforms, email newsletters, print catalogs, advertisements, mockups, room-scene composites, and other promotional materials, in each case to promote products featuring your Artwork, the Artist Program, or the Studio's services;

(c) Modify and digitally process the Artwork as reasonably necessary or commercially desirable for high-quality reproduction, marketing, and product-format fitting, including scanning, color profiling, color correction, ICC re-mapping, sharpening, dust removal, denoising, machine-assisted upscaling and enhancement, resizing, cropping, and aspect-ratio adjustment, and the creation of mockups, composites, and product-detail-page imagery;

(d) Create derivative works of the Artwork solely to the extent reasonably necessary to perform the activities in subsections (a) through (c). For clarity, this Agreement does not authorize Studio to create independent artistic works based on your Artwork unrelated to a product or marketing material featuring the Artwork;

(e) Distribute physical and digital reproductions of the Artwork to customers who purchase products through the Site or its authorized sales channels;

(f) Sublicense the rights in subsections (a) through (e) to (i) third-party service providers (including printing partners, fulfillment partners, framers, shipping carriers, hosting providers, content-delivery networks, marketing platforms, and payment processors), (ii) third-party sales channels and marketplaces through which Studio offers products for sale, and (iii) advertising and affiliate networks, in each case for purposes consistent with this Agreement; and

(g) Retain and use Artwork in marketing materials and product imagery created or scheduled for distribution before termination of this Agreement, on a non-exclusive basis, after termination, solely for the limited purposes described in Section 11.4.

6.3 Scope and Limitations

The Production Activities license:

(a) is limited to the purposes described in this Agreement and the operation of the Artist Program;

(b) does not transfer the underlying copyright or any other intellectual property right in your Artwork;

(c) does not authorize Studio to use your Artwork to train artificial intelligence or machine-learning models for any purpose other than processing your own files for production and marketing under subsection 6.2(c);

(d) does not authorize Studio to sell, license, or transfer the underlying copyright in your Artwork to any third party; and

(e) terminates as provided in Section 11.4.

6.4 Sublicensee Obligations

Charles Francis Studio shall require each sublicensee under Section 6.2(f) to be bound by use restrictions no less protective than those in this Agreement, to use the Artwork solely for purposes consistent with this Agreement, and to delete or return Artwork files upon termination of the sublicense or this Agreement, except as required for legal, tax, or audit retention.

6.5 Artist's Retained Rights

You retain the right to:

(a) sell, license, display, reproduce, or otherwise use your Artwork outside the Artist Program;

(b) submit your Artwork to other galleries, marketplaces, or platforms, provided that any exclusivity obligation you take on with another party will require you to delist conflicting Artwork from the Artist Program before that exclusivity attaches;

(d) terminate this Agreement under Section 11.2.

6.6 Attribution

Charles Francis Studio will use commercially reasonable efforts to credit you as the artist on product listings and marketing materials featuring your Artwork. You may set your preferred attribution name (legal name, pen name, or other consistent identifier) through the Artist Portal. The form and manner of attribution shall be at Studio's reasonable discretion. Reproductions produced under the Prints Program are not "works of visual art" within the meaning of 17 U.S.C. §101, and nothing in this Section is intended to waive any right of attribution under 17 U.S.C. §106A that applies to a physical original artwork (which is governed, if at all, by the Originals Consignment Agreement).

6.7 Limited Moral Rights Waiver

To the maximum extent permitted by 17 U.S.C. §106A(e)(1) and any applicable state-law equivalent, you waive your moral rights (including rights of attribution, integrity, and against distortion or modification) solely as to the Production Activities expressly authorized in Section 6.2, and only with respect to reproductions and digital files derived from your Artwork. This waiver is limited in scope, does not apply to uses outside the Artist Program, does not extend to your physical original artwork, and does not transfer ownership of your moral rights generally. Your acceptance of this Agreement constitutes a signed written instrument satisfying the formalities of 17 U.S.C. §106A(e)(1) under the federal E-SIGN Act and chapter 1.80 RCW (Washington Uniform Electronic Transactions Act). For each individual Artwork, the per-upload attestation required by Section 4.3(e) reaffirms this waiver as to that specific Artwork in order to satisfy the "specifically identify the work" formality of 17 U.S.C. §106A(e)(1).

6.8 No Transfer Upon Sale

When a customer purchases a product featuring your Artwork, the customer acquires only the physical product (or, where applicable, the digital deliverable). No copyright, reproduction rights, or other intellectual property rights are transferred to the customer.

7. REVENUE, COMMISSION, AND PAYMENT

7.1 Artist Revenue Share

For each sale of a product featuring your Artwork through the Site or an authorized sales channel, you will receive the Artist Revenue Share computed under this Section 7.1 based on the pricing parameters then published in the Artist Portal at the time the sale is transacted. Your Artist Revenue Share belongs to you in full. Charles Francis Studio takes no commission, percentage, or fee from your Artist Revenue Share. Studio's revenue on each sale is separate and comes solely from its production fee component as described in Section 7.2.

(a) Reproductions (fine-art prints, giclée, canvas, framed/matted reproductions, and similar print-on-demand products): your Artist Revenue Share for each unit sold equals your selected per-unit fee as configured in the Artist Portal. You select your per-unit fee for each product through the pricing slider, which interpolates within the markup-tier range that Studio publishes for the product's size tier and media type. The entirety of this amount is your Artist Revenue Share; Studio retains no portion of it.

(b) Greeting cards and other uniformly-priced products: your Artist Revenue Share is a fixed per-unit fee or fixed percentage of the Net Sale Price as published in the Artist Portal at the time of sale. As with reproductions, Studio retains no portion of your Artist Revenue Share for these products.

(c) Originals: pricing and revenue share for original artworks are governed exclusively by the Originals Consignment Agreement and not by this Section 7 (see Section 2.4).

Your Enrollment Schedule records the pricing parameters (markup-tier ranges, uniform-product percentages, and opted-in product categories) in effect at the time of your most recent acceptance of this Agreement, including upon re-acceptance under Section 17.2. Studio may revise the markup-tier ranges and uniform-product percentages from time to time under Section 17 (Modifications); any revision that adversely affects your potential earnings is a Material Change under Section 17.2 and requires affirmative re-acceptance after at least thirty (30) days' notice.

"Net Sale Price" means the product sale price actually received by Charles Francis Studio for a given sale, excluding: shipping and handling charges; applicable sales, use, value-added, or similar taxes; payment-processing fees; chargebacks; and refunds.

7.2 Pricing

Retail pricing for each product is the sum of two distinct components, set independently and retained in full by each party:

(a) Studio's production fee component: Studio's then-current per-unit fee for production, fulfillment, customer service, and Studio's production margin for the product's size tier and media type. This component is Studio's revenue on each sale; Studio retains it in full.

(b) Your Artist Revenue Share: your per-unit fee as selected under Section 7.1. This component is your revenue on each sale; you retain it in full subject only to chargebacks and refunds under Section 7.6.

Retail price = Studio's production fee component + your Artist Revenue Share. Customers pay one combined amount at checkout. Charles Francis Studio collects the combined amount, retains its production fee component, and remits your Artist Revenue Share to you in accordance with Section 7.3. Studio does not retain any portion of the Artist Revenue Share, and you do not bear any portion of Studio's production fee component.

(c) Markup-tier ranges: the per-unit fees you may select under Section 7.1(a) are bounded by markup-tier ranges that Studio publishes in the Artist Portal for each size tier × media type combination. Studio may decline to list any product configured with an Artist Revenue Share outside the published range.

(d) Promotional pricing and corrections: Studio may adjust retail pricing for promotional sales, sitewide discount events, bundle pricing, or pricing-error corrections, in which case your Artist Revenue Share will be calculated on the actual Net Sale Price received. Studio will not engage in promotional pricing that consistently and systematically reduces an entire product category below Studio's then-current production cost component, except for time-limited clearance of obsolete or discontinued inventory.

(e) Modifications: any modification to the published markup-tier ranges, uniform-product revenue-share percentages, or production fee components is subject to Section 17 (Modifications). Studio will publish the current values in the Artist Portal and provide notice as required by Section 8.7 and Section 17.

7.3 Payment Schedule

Artist earnings are calculated monthly. Earnings from sales completed in a calendar month, less any refunds or chargebacks finalized within the customer return period of thirty (30) days from delivery, are paid by the last day of the second calendar month following the month of sale, subject to:

(a) your accumulated earnings meeting the minimum payment threshold of $25.00;

(b) your having on file a valid Form W-9 (for U.S. persons) or Form W-8BEN / W-8BEN-E (for non-U.S. persons), as required by Section 7.5;

(d) no unresolved investigation of an indemnifiable claim involving your Artwork.

If your earnings do not meet the minimum payment threshold for any payment period, your balance carries forward to the next period.

7.4 Payment Method

Payments will be made via the method specified in your Artist Portal payout settings (such as direct deposit, mailed check, or other available method). You are responsible for providing and maintaining accurate payment information. If a payment fails (for example, due to a closed account or incorrect routing information), Studio will hold the payment, notify you, and re-attempt after you correct the information.

7.5 Tax Documentation

You are solely responsible for reporting and paying all income, self-employment, and other taxes applicable to your Artist Revenue Share. Charles Francis Studio collects standard U.S. tax information from you so that we can pay you cleanly under federal law and, where applicable, prepare year-end information returns. This is routine paperwork for every artist who participates in the Artist Program; please don't worry about it.

(a) Tax form required before listing. Before any of your Artwork is listed for sale on the Site, you must provide:

IRS Form W-9 ("Request for Taxpayer Identification Number and Certification") if you are a U.S. person, citizen, or resident; or
IRS Form W-8BEN (individuals) or IRS Form W-8BEN-E (entities) if you are not a U.S. person.

These are standard one-page IRS forms downloadable free from irs.gov. You can complete and submit them electronically through the Artist Portal, and most artists complete the process in under two minutes. No Artwork will be listed and no payment will be processed until a valid current form is on file.

(b) What we use the form for. We use the information solely to (i) pay your Artist Revenue Share correctly, (ii) prepare any required IRS information returns (such as Form 1099-MISC or Form 1099-NEC, where applicable) at year-end, and (iii) respond to any lawful IRS inquiry concerning payments to you. We store the form securely; we do not share it with third parties except as required by law or as necessary to engage our own tax-preparation or audit support.

(c) Renewal. Form W-9 remains valid until your tax classification, legal name, or taxpayer identification number changes — you are responsible for submitting an updated form within thirty (30) days of any such change. Forms W-8BEN and W-8BEN-E expire on the last day of the third calendar year following the year of submission (for example, a form submitted in 2026 expires December 31, 2029); you must submit a new form before expiration to remain eligible for payment.

(d) Non-U.S. Artists — withholding. Charles Francis Studio shall withhold U.S. federal tax on payments to foreign Artists at the statutory rate then in effect (currently 30%) unless a valid income-tax-treaty claim made by you on a current Form W-8BEN or W-8BEN-E reduces or eliminates withholding. The United States has income-tax treaties with many countries that reduce or eliminate this withholding; consult your own tax advisor or Tax Form W-8BEN Instructions to determine whether you may claim treaty benefits. You are responsible for any tax obligations in your country of residence; Charles Francis Studio makes no representation regarding such obligations.

(e) Backup withholding. If Studio receives notice from the IRS that your taxpayer identification number is incorrect, that you have underreported reportable interest or dividend income, or that you are otherwise subject to backup withholding, Studio will withhold at the statutory backup-withholding rate (currently 24%) from your Artist Revenue Share and remit the withheld amount to the IRS, until the issue is cured.

7.6 Chargebacks and Refunds

If a customer receives a refund or initiates a chargeback for an order containing your Artwork, the Artist Revenue Share for that order will be deducted from your earnings balance. If a deduction results in a negative balance, the negative balance will be offset against future earnings, and Studio may pursue recovery of any unrecouped negative balance for ninety (90) days following termination of this Agreement. Where a chargeback or refund results from a defect in production, fulfillment, or customer service attributable to Studio (and not to a defect in the Artwork file or to your misrepresentation), Studio shall bear the cost and shall not deduct from your earnings. Studio determines in good faith whether a chargeback or refund is attributable to Studio versus to the Artwork file, your misrepresentation, customer-side fraud, or other causes; Studio's determination is final absent manifest error.

7.7 No Guaranteed Sales

Charles Francis Studio makes no guarantee, representation, or warranty regarding the volume, frequency, or dollar amount of sales of your Artwork. Participation in the Artist Program does not entitle you to any minimum level of sales, marketing exposure, or promotional activity. Sales depend on market demand, customer preferences, and other factors outside Studio's control.

7.8 No Guaranteed Marketing

While Charles Francis Studio may promote your Artwork through various channels, Studio is under no obligation to provide any specific level of marketing, advertising, or promotional activity. The manner, frequency, and extent of any marketing efforts are at Studio's sole discretion.

7.8A No Oral or Extra-Contractual Guarantees

No statement, prediction, projection, marketing communication, recruitment material, or other representation by any Studio employee, agent, sales representative, contractor, or affiliate, made before or after the Effective Date, shall be construed as a guarantee, warranty, or modification of Sections 7.7 or 7.8 or any other provision of this Agreement. Only a written instrument signed by both parties that explicitly identifies itself as a modification of this Agreement may modify these Sections.

7.9 Sales Reporting and Limited Audit Right

You may access summary sales and earnings data through the Artist Portal at any time. Once per twelve-month period, on at least thirty (30) days' written notice, you may request a written sales summary report covering the prior twelve (12) months. The report will be limited to sales of products featuring your Artwork (units sold, gross sale price, Net Sale Price, and Artist Revenue Share computed). This Section does not entitle you to a financial audit of Studio's books, to information about other Artists, or to information identifying customers.

8. ARTIST REPRESENTATIONS AND WARRANTIES

By accepting this Agreement and by uploading Artwork, you represent and warrant that:

8.1 Ownership and Authority

(a) you are the sole creator and legal owner of all Artwork you upload, or you have obtained all necessary rights, licenses, consents, and permissions to grant the rights in Section 6;

(b) you have full legal authority and capacity to enter into this Agreement and to grant the license in Section 6.2;

(c) the Artwork is original and does not incorporate elements created by others except as licensed to you with documented authority you can produce on Studio's request.

8.2 Non-Infringement

(a) the Artwork does not infringe, misappropriate, or violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, right of publicity, or right of privacy;

(b) there are no pending lawsuits or formal arbitration proceedings, and you have no actual knowledge of any specific claim of infringement that has been asserted in writing against the Artwork;

(c) the Artwork does not contain any material that, if reproduced and sold, would violate any applicable law or regulation.

8.3 Releases for Identifiable Persons

If your Artwork depicts any identifiable individual, you have obtained a written release authorizing reproduction and commercial use, and you will provide a copy to Studio on request within five (5) business days. If the depicted individual is a minor, you have obtained a written parental or legal-guardian release.

8.4 No Reliance on Fair Use

You do not rely on the doctrine of fair use as a defense to your representations in Section 8.1 or 8.2. Any third-party material in your Artwork is licensed to you or in the public domain.

8.5 Sanctions and Export Compliance

You restate the representations in Section 3.1(f) (OFAC, sanctioned jurisdictions, export-control compliance) as of the date of each Artwork upload.

8.6 Accuracy

All information you provide in connection with your Artist Account, your Artwork uploads, and the per-upload attestations is accurate, current, and complete. You will promptly update your information if it changes.

8.7 Compliance

You will comply with this Agreement; with all applicable laws, regulations, and ordinances; and with any Studio policies and guidelines published in the Artist Portal at least thirty (30) days before they become applicable to you.

9. INDEMNIFICATION

9.1 Artist Indemnification

You agree to defend, indemnify, and hold harmless the Studio Parties from and against any and all third-party claims, actions, demands, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) (collectively, "Claims") arising out of or relating to:

(a) your breach of any representation or warranty in Section 8;

(b) any Claim that your Artwork (as uploaded by you, before any modification by Studio outside the Production Activities) infringes, misappropriates, or violates any intellectual property right, right of publicity, right of privacy, or other right of any third party;

(c) any Claim arising from the content of your Artwork, including claims of defamation, obscenity, or violation of any law;

(d) any inaccuracy in the information or attestations you provide;

(e) any dispute between you and a customer or other third party related to your Artwork outside the scope of Studio's customer-service obligations; or

(f) your gross negligence, willful misconduct, or violation of applicable law.

For the avoidance of doubt, your indemnification obligation does not extend to Claims arising solely out of (i) Studio's modifications to the Artwork beyond those expressly authorized in Section 6.2, (ii) Studio's promotional materials that contain content other than your Artwork, (iii) Studio's negligence, willful misconduct, or breach of this Agreement, or (iv) Studio's compliance with a court order or governmental request.

9.2 Procedure

(a) Studio shall give you written notice of any Claim for which indemnification is sought within thirty (30) days of Studio's actual knowledge thereof. Failure to give timely notice relieves you of indemnification obligations only to the extent you are materially prejudiced thereby.

(b) You shall have the right to control the defense and settlement of any indemnifiable Claim with counsel reasonably acceptable to Studio, and Studio shall reasonably cooperate at your expense.

(d) You may not settle any Claim that imposes any non-monetary obligation on Studio, admits Studio's liability, or contains any term that materially affects Studio without Studio's prior written consent (not to be unreasonably withheld).

9.3 Studio's Mutual IP Indemnification

Charles Francis Studio shall defend and indemnify you, on terms parallel to those in Section 9.2, against any third-party Claim that (i) Studio's modifications to your Artwork beyond those expressly authorized in Section 6.2, or (ii) Studio's marketing or promotional materials (other than the Artwork itself, as uploaded by you) infringe a third party's intellectual property right. Studio's liability under this Section 9.3 is subject to Section 12 (Limitation of Liability) except to the extent the carve-outs in Section 12.4 apply.

10. STUDIO'S LIMITATIONS AND DISCLAIMERS

10.1 Reproduction Quality

While Charles Francis Studio uses professional equipment, archival materials, and skilled technicians, Studio does not guarantee that reproductions will be identical to the original artwork. Variations attributable to the inherent differences between original media and printed reproductions, substrate characteristics, and the limitations of the reproduction process are not defects.

10.2 No Guarantee Against Unauthorized Third-Party Reproduction

Charles Francis Studio is not responsible for the unauthorized reproduction, copying, distribution, or infringement of your Artwork by third parties. Studio will use the digital security practices described in its Image Security Policy, published in the Artist Portal, but no technological measure can fully prevent determined unauthorized use. You acknowledge that displaying Artwork on the internet inherently carries the risk of unauthorized copying. Studio may, in its sole discretion and without obligation, assist you in pursuing infringers (for example, by providing evidence of upload date and chain of custody) on your written request and at your sole expense for any costs Studio incurs. Studio is not obligated to assist, to maintain records for any specific period, to provide testimony, to participate in litigation, or to take any specific action in connection with any third-party infringement of your Artwork.

10.3 Platform Availability

Charles Francis Studio does not guarantee that the Site or Artist Portal will be available at all times or without interruption. The Site may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

10.4 Disclaimer of Warranties

THE ARTIST PROGRAM, THE SITE, THE ARTIST PORTAL, AND ALL RELATED SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHARLES FRANCIS STUDIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ARTIST PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION.

WITHOUT LIMITING THE FOREGOING, CHARLES FRANCIS STUDIO DOES NOT WARRANT THAT (a) THE ARTIST PROGRAM WILL RESULT IN ANY SALES OR REVENUE; (b) THE SITE OR ARTIST PORTAL WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (c) MARKETING EFFORTS WILL RESULT IN ANY PARTICULAR LEVEL OF EXPOSURE OR SALES.

11. TERM AND TERMINATION

11.1 Term

This Agreement commences on the Effective Date (the date you first accept this Agreement) and continues until terminated under this Section 11.

11.2 Termination by Artist

You may terminate this Agreement at any time by providing written notice to Charles Francis Studio at info@charlesfrancis.gallery or through the termination function in the Artist Portal. Upon your termination:

(a) Studio will delist your Artwork from the Site within thirty (30) days of receipt of your termination notice;

(b) any orders placed before the effective delisting date will be fulfilled, and you will receive the applicable Artist Revenue Share;

11.3 Termination or Suspension by Studio

Charles Francis Studio may terminate this Agreement or suspend your Artist Account:

(a) For cause, immediately upon written notice, if you breach any material provision of this Agreement, including by uploading infringing content, breaching content restrictions, providing false information, or engaging in fraudulent activity;

(b) Without cause, on thirty (30) days' written notice to the email address on file; or

(c) For risk-based suspension, immediately and without prior notice, where Studio determines in its sole discretion that continued participation poses commercial, reputational, legal, regulatory, or operational risk to Studio or any Studio Party. A risk-based suspension may continue for up to fifteen (15) days for investigation; thereafter Studio may, at its election, lift the suspension, extend it for further investigation on written notice, or convert it to a termination for cause under subsection (a). During a risk-based suspension Studio is not obligated to fulfill orders, list Artwork, process payments, or take any other action with respect to your Artist Account.

11.4 Effect of Termination; Wind-Down

Upon termination for any reason:

(a) the license granted in Section 6.2 shall terminate, except as expressly provided in this Section 11.4;

(b) Charles Francis Studio may continue to fulfill orders placed before the effective date of termination, sell off existing inventory of physical reproductions printed before termination, and complete distribution of marketing materials that were created or scheduled for distribution before termination. Studio shall use commercially reasonable efforts to remove your Artwork from active marketing campaigns within thirty (30) days of termination but is not obligated to recall printed materials, third-party publications, or content already distributed. Order fulfillment under this subsection (b) shall be completed within ninety (90) days of termination; after that period, Studio shall not produce additional reproductions of your Artwork for any reason;

(c) Charles Francis Studio may retain copies of your Artwork files and associated production data for a period not to exceed seven (7) years from termination, solely for legal compliance, tax, audit, dispute-resolution, and regulatory purposes. Studio shall not use such retained files for new production, marketing, or display, and shall destroy them at the end of such period upon your written request;

(d) within ninety (90) days after termination, Charles Francis Studio shall use commercially reasonable efforts to request removal or de-indexing of your Artwork from active product listings on third-party sales channels and marketplaces, but does not warrant that such removals will occur within any specific timeframe;

(e) Charles Francis Studio is not responsible for residual cached, archived, or third-party copies of marketing or product content that persist after termination outside Studio's direct control, including search-engine caches, social-media re-shares, and the Internet Archive;

(f) you will receive payment for all earned and unpaid Artist Revenue Share in accordance with Section 7.3; and

(g) the provisions of Sections 1, 2.3, 2.4, 6.1, 6.7, 6.8, 8, 9, 10, 11.4, 12, 13, 14, 15, 16, and 18 shall survive termination.

11.5 No Physical Artwork Under This Agreement

This Agreement does not contemplate the physical delivery of original artwork to Studio. Any such delivery, if any, is governed exclusively by the separate Originals Consignment Agreement and not by this Agreement.

11.6 Termination for Extended Inactivity

Except in cases of suspected fraud, security risk, or violation of law (where immediate action may be required under Section 11.3), Studio will provide Artist at least ten (10) days' written notice (by email to the address on file) before terminating Artist's account for Extended Inactivity. "Extended Inactivity" means no sign-in to the Artist Portal for thirty-six (36) consecutive months. Termination for Extended Inactivity does not extinguish (a) any payouts owed to Artist for sales completed prior to termination under Section 7.3; (b) Studio's continuing obligations under Section 11.4 (Effect of Termination; Wind-Down); or (c) any obligations of either party that by their nature survive termination, including Artist's representations and warranties in Section 8.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHARLES FRANCIS STUDIO OR ANY STUDIO PARTY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE ARTIST PROGRAM, INCLUDING:

(a) LOSS OF PROFITS, REVENUE, ANTICIPATED SALES, OR BUSINESS OPPORTUNITY (EXCEPT AS PROVIDED IN SECTION 12.2);

(b) LOSS OF DATA, ARTWORK FILES, OR DIGITAL CONTENT;

(c) DAMAGE TO REPUTATION OR GOODWILL;

(d) UNAUTHORIZED REPRODUCTION OR USE OF YOUR ARTWORK BY THIRD PARTIES;

(e) INTERRUPTION OF THE SITE OR ARTIST PORTAL; OR

(f) ANY MATTER BEYOND STUDIO'S REASONABLE CONTROL,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Direct Damages — Lost Artist Revenue Share

The exclusion in Section 12.1 does not preclude recovery of direct damages representing your unpaid earned Artist Revenue Share that would have been paid but for Studio's breach. Such direct damages remain subject to the cap in Section 12.3.

12.3 Liability Cap

THE TOTAL AGGREGATE LIABILITY OF CHARLES FRANCIS STUDIO AND THE STUDIO PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL ARTIST REVENUE SHARE ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE, OR (ii) TWO THOUSAND FIVE HUNDRED U.S. DOLLARS ($2,500.00).

12.4 Carve-Outs

Sections 12.1 and 12.3 do NOT apply to:

(a) Charles Francis Studio's willful misconduct, fraud, or gross negligence;

(b) Charles Francis Studio's willful, reckless, or grossly negligent infringement of, or interference with, your rights in your Artwork, including (without limitation) Studio's continued production, distribution, public display, or sale of Artwork after (i) written delisting notice from you received at the addresses in Section 18.7, (ii) actual knowledge that your rights to license the Artwork have been revoked or were never granted, or (iii) actual knowledge of a valid third-party rights claim that Studio fails to act on within a commercially reasonable period;

(d) any liability that cannot be limited under applicable Washington law, including, to the extent any work is determined to be governed by chapter 18.110 RCW notwithstanding Section 2.4 (which the parties intend to govern), liability that cannot be waived under that chapter.

12.5 Essential Purpose; Basis of the Bargain

THE LIMITATIONS IN THIS SECTION 12 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN AND THAT CHARLES FRANCIS STUDIO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

13. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND CHARLES FRANCIS STUDIO TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS UNDER SECTION 13.5.

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you and Charles Francis Studio agree to attempt informal resolution by sending a written description of the dispute to info@charlesfrancis.gallery (or, in the case of Studio, to the email address on file for you) and conferring in good faith for at least thirty (30) days.

13.2 Binding Arbitration

If a dispute is not resolved informally, any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate (subject to Section 13.3 below), shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA").

(a) Rules. For any claim by you with an amount in controversy of $75,000 or less, the AAA Consumer Arbitration Rules then in effect shall apply. For all other claims, the AAA Commercial Arbitration Rules then in effect shall apply.

(b) Single arbitrator; no class arbitration. The arbitration shall be conducted by a single arbitrator. The arbitrator may not consolidate claims, conduct any form of class, collective, or representative arbitration, or arbitrate claims on behalf of any person other than you.

(c) Location. Arbitration shall be conducted by videoconference unless both parties agree to in-person proceedings, in which case the location shall be Benton County, Washington, or, at your election, the federal judicial district in which you reside.

(d) Costs. Charles Francis Studio will pay all AAA filing, administrative, and arbitrator fees for any non-frivolous claim by you with an amount in controversy of $75,000 or less, except that you remain responsible for your own attorneys' fees. For larger claims, fees shall be allocated under the applicable AAA Rules. If the arbitrator finds, applying the standard set out in Federal Rule of Civil Procedure 11(b), that your claim was frivolous, presented for an improper purpose such as to harass, or had no reasonable basis in law or fact, the arbitrator may award Studio reimbursement of AAA fees Studio paid plus reasonable attorneys' fees and costs, subject to applicable law. A good-faith claim that does not prevail is not, by reason of non-prevailing alone, frivolous. The arbitrator may otherwise award fee-shifting to the prevailing party where authorized by applicable law or the parties' agreement.

(e) Award. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Gateway Issue Reserved to Court

Notwithstanding any contrary provision in the AAA Rules, whether this Agreement permits class, collective, or representative arbitration is a question for a court, not the arbitrator, to decide. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 13.

13.4 Class Action Waiver

YOU AND CHARLES FRANCIS STUDIO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. This waiver does not apply to any non-waivable representative action authorized by applicable law that cannot be waived as a matter of public policy. If a court of competent jurisdiction finds the class action waiver unenforceable as to any specific claim, that specific claim shall be severed from the arbitration and litigated in court; all other claims shall proceed in arbitration.

13.5 30-Day Opt-Out Right

You may opt out of Sections 13.2, 13.3, and 13.4 within thirty (30) days of first accepting this Agreement by sending written notice either by email to legal@charlesfrancis.gallery (subject line: "Arbitration Opt-Out") or by postal mail to Charles Francis Studio, LLC, Attn: Legal, 6030 W Clearwater Avenue, Suite B, Kennewick, WA 99336. Your notice must include your full name, the email address associated with your Artist Account, and a clear statement that you opt out of arbitration. A timely and valid opt-out shall not affect any other provision of this Agreement, your Artist Account, or your participation in the Artist Program.

13.6 Carve-Outs from Arbitration

(a) Either party may bring an individual action in small claims court for any claim within that court's jurisdiction.

(b) Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Benton County, Washington, to protect intellectual property rights or confidential information pending arbitration; any final relief on the merits shall be determined by the arbitrator.

13.7 Jurisdiction and Venue

For disputes not subject to arbitration under this Section 13, you and Charles Francis Studio consent to personal jurisdiction in, and venue in, either (i) the state and federal courts located in Benton County, Washington, or (ii) at your election if you reside outside the State of Washington, the federal judicial district in which you reside. Studio waives any objection to venue under (ii) when properly elected by you. If you elect (ii), Washington substantive law continues to govern under Section 14, and the Federal Arbitration Act continues to govern the interpretation and enforcement of Section 13.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, United States, without regard to its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The Federal Arbitration Act governs the interpretation and enforcement of Section 13. No provision of this Agreement shall be construed to deprive you of the protections of any non-waivable provision of consumer-protection law in your state of residence; in such case, the conflicting provision shall be enforced to the maximum extent permissible under Washington law and your home state's non-waivable law.

15. CONFIDENTIALITY

15.1 Confidential Information

Each party may have access to the other's confidential information in connection with this Agreement, including financial information, sales data, pricing strategies, customer data, business plans, and proprietary processes ("Confidential Information").

15.2 Obligations

Each party shall (a) maintain the confidentiality of the other's Confidential Information; (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only for purposes related to this Agreement.

15.3 Exceptions

Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without obligation of confidence; (c) is independently developed by the receiving party without use of the other's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the disclosing party gives reasonable advance notice to the other where practicable.

15.4 Artist Disclosures Permitted

You may disclose your own earnings, your own Artist Revenue Share, and your own Enrollment Schedule:

(a) to your legal counsel, tax advisors, accountants, financial advisors, and insurance brokers, in each case bound by professional or contractual confidentiality obligations no less protective than those in this Section 15;

(b) to your immediate family members and to any spouse, domestic partner, or beneficiary, where reasonably necessary for tax, estate, or household financial purposes;

(c) to any federal, state, or local government agency or self-regulatory organization, including without limitation the Washington Attorney General, the Washington Department of Labor & Industries, the Washington Department of Revenue, the Internal Revenue Service, the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, and the Federal Trade Commission — including (without limitation) for the purpose of filing a charge, complaint, or report; participating in an agency investigation or proceeding; or providing truthful testimony in connection therewith. Nothing in this Agreement prohibits or restricts disclosure under this subsection (c), and no waiver of any such right of disclosure is created by this Agreement; and

(d) as otherwise required by law (Section 15.3) or as protected under Section 15.5 (DTSA whistleblower).

All other disclosure of Confidential Information (including disclosure to other artists, journalists, social-media audiences, prospective competitors of Studio, or the general public) is prohibited except as permitted under Section 15.3 or Section 15.5.

15.5 DTSA Whistleblower Notice

Pursuant to 18 U.S.C. §1833(b), you are notified that no individual shall be held criminally or civilly liable for the disclosure of a trade secret made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

16. COPYRIGHT POLICY (DMCA)

16.1 Designated Agent

Charles Francis Studio respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act, 17 U.S.C. §512. We have designated an agent to receive notifications of claimed copyright infringement, registered with the United States Copyright Office on May 10, 2026:

DMCA Designated Agent

DMCA Agent, Charles Francis Studio, LLC

6030 W Clearwater Avenue, Suite B

Kennewick, WA 99336

Email: dmca@charlesfrancis.gallery

Phone: (509) 582-8861

The current registration is available at https://dmca.copyright.gov and is renewed every three years as required by 37 C.F.R. §201.38(c).

16.2 Notification of Claimed Infringement

If you believe that any material on the Site infringes your copyright, you may submit a written notification to the Designated Agent containing the information required by 17 U.S.C. §512(c)(3):

(a) a physical or electronic signature of the copyright owner or authorized agent;

(b) identification of the copyrighted work claimed to be infringed;

(d) your contact information (address, telephone number, email);

(e) a statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or law; and

(f) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Misrepresentations. Under 17 U.S.C. §512(f), any person who knowingly materially misrepresents that material is infringing may be liable for damages, including attorneys' fees.

16.3 Removal of Allegedly Infringing Material

Upon receipt of a valid notification under Section 16.2, Charles Francis Studio will expeditiously remove or disable access to the allegedly infringing material and notify the Artist who uploaded it.

16.4 Counter-Notification

If you are an Artist whose Artwork has been removed and you believe the removal was the result of mistake or misidentification, you may submit a counter-notification to the Designated Agent containing:

(a) your physical or electronic signature;

(b) identification of the material that was removed and the location it appeared before removal;

(c) a statement under penalty of perjury that you have a good-faith belief that the material was removed by mistake or misidentification;

(d) your name, address, telephone number, and a statement consenting to the jurisdiction of the federal district court for the district in which your address is located (or, if outside the United States, for the Western District of Washington), and consenting to service of process from the person who provided the original notification.

Upon receipt of a valid counter-notification, Charles Francis Studio will forward it to the original complainant. If the complainant does not file a court action seeking a restraining order within ten (10) business days, Studio may, in its discretion, restore the material.

16.5 Repeat-Infringer Policy

Charles Francis Studio will, in appropriate circumstances, terminate the Artist Accounts of users who are repeat infringers. Three (3) substantiated infringement claims in any twelve (12)-month period will result in termination, and a single egregious case may result in immediate termination.

16.6 No Waiver of Other Remedies

Nothing in this Section 16 limits Studio's other rights and remedies under this Agreement, including under Section 5 (Content Restrictions) or Section 11 (Term and Termination).

17. MODIFICATIONS

Charles Francis Studio may modify this Agreement from time to time as follows:

17.1 Non-Material Changes

Non-material changes (such as typographical corrections, contact-information updates, and clarifications that do not adversely affect your rights) take effect upon posting on the Site, and your continued participation in the Artist Program after posting constitutes acceptance.

Right to Dispute Designation. Studio's classification of a change as non-material is not conclusive. If, within thirty (30) days after a change is posted under this Section 17.1, you deliver written notice to legal@charlesfrancis.gallery (subject line: "Disputed Designation under §17.1") identifying the change and stating in good faith that it adversely affects your rights, the change shall be re-classified as a Material Change as to you and shall be processed under Section 17.2 (including the 30-day notice period and affirmative re-acceptance requirement). During the dispute period, the prior version of this Agreement shall continue to govern your participation. Studio's good-faith re-classification of the change as Material under Section 17.2 in response to such notice (or after operational review) cures the prior posting and starts the Section 17.2 timeline; if Studio in good faith disagrees that the change is Material, the parties shall attempt informal resolution under Section 13.1 and, failing that, may resolve the question under Section 13.

17.2 Material Changes

Material changes (including any change to the Artist Revenue Share calculation, fees or thresholds, the IP license in Section 6, the dispute-resolution provisions in Section 13, the limitation of liability in Section 12, the indemnification in Section 9, content restrictions in Section 5, or term and termination in Section 11) require affirmative re-acceptance. We will notify you by email at least thirty (30) days before the material change takes effect, and on your next login to the Artist Portal you will be required to review and click-accept the modified Agreement.

17.3 Effect of Non-Acceptance

If you do not affirmatively re-accept a Material Change within thirty (30) days after the effective date:

(a) Studio will suspend new Artwork submissions to your Account;

(b) the prior version of this Agreement shall continue to govern your existing listed Artwork during a wind-down period of ninety (90) days; and

(c) you may terminate your participation under Section 11.2 without penalty during the wind-down period. After the wind-down period, Studio may terminate this Agreement under Section 11.3(b).

17.4 Version Records

Each version of this Agreement is identified by a version number and effective date. The Site records, for each Artist, the version accepted, the date and time of acceptance, and a unique acceptance identifier. You may obtain a copy of the version you accepted at any time through the Artist Portal or upon written request to info@charlesfrancis.gallery.

18. GENERAL PROVISIONS

18.1 Entire Agreement

This Agreement, together with the general Terms of Service, the Privacy Policy, the Image Security Policy referenced in Section 10.2, and your individual signed Enrollment Schedule, constitutes the entire agreement between you and Charles Francis Studio regarding the Artist Program and supersedes all prior agreements and understandings.

18.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

18.3 Waiver

A party's failure to enforce any right or provision shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

18.4 Assignment

You may not assign or transfer this Agreement, or any rights or obligations under it, in whole or in part, by operation of law or otherwise, without Studio's prior written consent (which may be withheld in Studio's sole discretion). Any purported assignment in violation of this Section is void. Charles Francis Studio may assign or transfer this Agreement, in whole or in part, in its sole discretion, with or without notice to you, to any successor in interest, parent, subsidiary, affiliate, or in connection with any merger, acquisition, sale of all or substantially all of its assets, reorganization, internal restructuring, change of corporate form, financing transaction, or similar event. Following any such assignment by Studio, references to "Studio" in this Agreement shall be read to include the assignee, and the original Studio entity shall be released from further obligation.

18.5 Independent Contractors

The relationship between you and Charles Francis Studio is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

18.6 Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemic or pandemic, government action, labor disputes, supply-chain disruptions (including ink, paper, or substrate shortages), power failures, internet or telecommunications failures, cyber events or ransomware attacks, hosting-provider outages, third-party service-provider failures, payment-processor outages, and carrier failures. During any force majeure event, Studio's obligations under this Agreement (including production, fulfillment, listing, marketing, customer service, and any non-accrued payment obligations) are suspended for the duration of the event. Studio may, in its sole discretion, fulfill obligations partially, in priority order, or not at all during the event without liability for non-fulfilled obligations. The affected party shall use commercially reasonable efforts to resume performance promptly after the event ends. If a force majeure condition continues for more than ninety (90) consecutive days, either party may terminate this Agreement under Section 11 without penalty.

18.7 Notices

All notices under this Agreement shall be in writing and sent (a) by email to the email addresses on file or, in the case of Studio, to info@charlesfrancis.gallery for general notices, legal@charlesfrancis.gallery for legal notices, and dmca@charlesfrancis.gallery for DMCA notices; or (b) by postal mail to the address on file or, in the case of Studio, to the address in Section 19.

Notice from Studio to you is deemed received on the date of transmission to the email address on file, provided Studio does not receive a delivery-failure notification within twenty-four (24) hours; if such a notification is received, Studio shall use commercially reasonable efforts to provide notice through an alternative method on file (such as portal posting or postal mail). It is your responsibility to keep your email address on file current; notice properly sent to a stale address remains effective.

Notice from you to Studio (other than termination notice under Section 11.2 sent through the Artist Portal termination function or to info@charlesfrancis.gallery) is effective only upon Studio's actual receipt at the designated email address listed in this Section or in Section 19, and you bear the burden of proof of receipt. Notice sent to any address other than those designated in this Section or Section 19 shall not constitute valid notice under this Agreement, regardless of whether any Studio employee or agent acknowledges or responds to it.

Postal notice is deemed received upon delivery.

18.8 No Reverse Engineering, Scraping, or Customer Solicitation

You shall not:

(a) scrape, harvest, reverse-engineer, or otherwise extract data from the Site or Artist Portal by automated means;

(b) interfere with or disrupt the Site or Artist Portal;

(d) actively solicit, contact, or target any customer first introduced to you through the Artist Program (a "Program Customer") for the purpose of off-platform sales of substantially the same Artwork, during the Term and for twelve (12) months after termination. This subsection (d) is a nonsolicitation agreement, and the parties intend at all times that it operate within the exclusion for nonsolicitation agreements under RCW 49.62.010 (as amended from time to time) and the common-law reasonableness limits applicable to such agreements.

What Subsection (d) Does Not Prohibit. Subsection (d) does not prohibit you from:

(i) accepting unsolicited orders from Program Customers who reach you through channels not directed at the Artist Program customer base;

(ii) independent marketing of your Artwork to the general public, including through your own website, social media, gallery shows, or other galleries, where such marketing is not specifically directed at Program Customers;

(iii) selling Artwork to any customer with whom you had a documented commercial relationship before the customer became a Program Customer; or

(iv) any conduct excluded from the definition of "noncompetition covenant" under RCW 49.62.010 or otherwise protected by Washington law.

Liquidated Damages for Subsection (d) Violations. You acknowledge that actual damages from a violation of subsection (d) would be difficult or impossible to calculate, and that the amount specified in this paragraph is a reasonable forecast of probable harm and not a penalty. Each verified violation of subsection (d) entitles Studio to liquidated damages equal to the greater of (i) Five Hundred U.S. Dollars ($500.00) per diverted Program Customer transaction, or (ii) two hundred percent (200%) of the Artist Revenue Share Studio would have paid to you had the diverted transaction occurred on-Platform at then-current Artist Program pricing. Studio shall bear the burden of proving the customer is a Program Customer and that the diverted transaction occurred. Studio's reasonable attorneys' fees and costs in pursuing such claim shall be awarded only to the extent permitted by applicable law or the parties' agreement under Section 13.2(d). Liquidated damages under this Section are in addition to, not in lieu of, Studio's other rights and remedies under this Agreement and applicable law, including injunctive relief under Section 13.6(b). Liquidated damages claims under this Section are exempt from the liability cap in Section 12.3.

Statutory Savings; No Reformation. If any court of competent jurisdiction, arbitrator, or governmental authority determines that subsection (d) or its liquidated-damages provision is, in whole or in part, a "noncompetition covenant" within the meaning of RCW 49.62 (including as amended by Chapter 149, Laws of 2026 (ESHB 1155), effective June 30, 2027, or any successor or amendatory law), or otherwise unenforceable under Washington statutory or common law, the parties intend and agree that:

(1) Studio shall not seek reformation or partial enforcement of subsection (d) or the liquidated-damages provision, and shall not request a court or arbitrator to "blue-pencil" or narrow the provision to make it enforceable;

(2) subsection (d) and the liquidated-damages provision shall be deemed **void *ab initio*** and severed from this Agreement under Section 18.2, with no liability to you for any past conduct that would (but for this savings clause) have constituted a violation;

(3) accordingly, no statutory penalty under RCW 49.62.080 or any successor provision shall be triggered by Studio's inclusion of subsection (d) in this Agreement, the parties having expressly disclaimed any intent to seek partial enforcement; and

(4) subsections (a), (b), and (c) of this Section 18.8 are independent of subsection (d) and remain in full force and effect.

The parties acknowledge that this savings clause reflects their joint intent (a) to maintain subsection (d) only to the extent it operates as a true nonsolicitation agreement excluded from RCW 49.62, and (b) not to expose either party to the reformation-penalty regime of RCW 49.62.080.

18.9 Headings; Construction

Section headings are for convenience only and shall not affect interpretation. The words "include," "including," and similar are not limiting. Ambiguities shall not be construed against the drafter.

18.10 Survival

Sections 1, 2.3, 2.4, 6.1, 6.7, 6.8, 8, 9, 10, 11.4, 12, 13, 14, 15, 16, 17.4, and 18 shall survive termination or expiration of this Agreement.

18.11 Counterparts; Electronic Acceptance

This Agreement may be accepted electronically, and your electronic acceptance shall have the same force and effect as a handwritten signature under the federal E-SIGN Act and chapter 1.80 RCW (Washington Uniform Electronic Transactions Act).

19. CONTACT INFORMATION

If you have questions about this Agreement, please contact us at:

Charles Francis Studio, LLC

6030 W Clearwater Avenue, Suite B

Kennewick, WA 99336

General: info@charlesfrancis.gallery

Legal: legal@charlesfrancis.gallery

DMCA: dmca@charlesfrancis.gallery

Phone: (509) 582-8861

Website: charlesfrancis.gallery

Service of legal process shall be made on Charles Francis Studio, LLC's registered agent on file with the Washington Secretary of State.