Artist Terms of Service

Last Updated: April 5, 2026

PLEASE READ THESE ARTIST TERMS OF SERVICE CAREFULLY BEFORE SUBMITTING ARTWORK OR USING THE ARTIST PORTAL.

These Artist Terms of Service ("Artist Terms" or "Agreement") constitute a legally binding agreement between you ("Artist," "you," or "your") and Charles Francis Studio, LLC ("Charles Francis Studio," "Studio," "we," "us," or "our"), a Washington State 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").

By creating an Artist Account, submitting artwork, or otherwise participating in the Artist Program, you acknowledge that you have read, understood, and agree to be bound by these Artist Terms, our general Terms of Service, and our Privacy Policy, all of which are incorporated herein by reference.


1. OVERVIEW OF THE ARTIST PROGRAM

1.1 Program Description

The Charles Francis Studio Artist Program ("Artist Program") allows approved artists to submit original artwork for sale through the Site. Charles Francis Studio produces fine art reproductions and prints of submitted artwork on demand, markets and sells the products through the Site, handles order fulfillment (including printing, quality control, packaging, and shipping), and distributes revenue to artists in accordance with the terms of this Agreement.

1.2 Studio's Role

Charles Francis Studio serves as a production, marketing, and fulfillment partner. Our responsibilities include, but are not limited to:

1.3 Consignment Relationship

This Agreement establishes a consignment-style arrangement. You are not an employee, independent contractor, joint venturer, or partner of Charles Francis Studio. Nothing in this Agreement creates an employer-employee or agency relationship between you and the Studio. You are solely responsible for your own tax obligations, including self-employment taxes, and Charles Francis Studio will issue applicable tax forms (e.g., IRS Form 1099) as required by law.


2. ARTIST ACCOUNT AND ELIGIBILITY

2.1 Eligibility

To participate in the Artist Program, you must:

2.2 Account Registration

You must create an Artist Account through the Site. When registering, you agree to provide accurate, current, and complete information, including your legal name, contact information, and tax identification information as required for payment processing and tax reporting.

2.3 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 of any unauthorized access to your account.

2.4 Approval

Submission of an Artist Account application does not guarantee acceptance into the Artist Program. Charles Francis Studio reserves the sole and absolute discretion to accept or reject any application for any reason or no reason.


3. ARTWORK SUBMISSION

3.1 Submission Process

You may submit artwork for inclusion in the Artist Program through the Artist Portal on the Site. Submissions must comply with the technical requirements and content guidelines specified in Section 3.2 and Section 4.

3.2 Image Quality Requirements

To ensure high-quality reproductions, submitted artwork files must meet the following minimum standards:

Charles Francis Studio reserves the right to request higher-resolution files, re-scans, or alternative source files if the submitted files do not meet quality standards for reproduction.

3.3 Artwork Information

For each submission, you must provide accurate and complete information, including:

3.4 Right to Reject or Delist

Charles Francis Studio reserves the sole and absolute right to:

Rejection or delisting of artwork shall not give rise to any claim, liability, or obligation on the part of Charles Francis Studio.


4. CONTENT RESTRICTIONS

4.1 Prohibited Content

You may not submit artwork that:

4.2 Enforcement

Charles Francis Studio may, in its sole discretion, remove any artwork that violates these content restrictions and may suspend or terminate your Artist Account for violations. We are under no obligation to monitor submissions proactively but reserve the right to do so.


5. INTELLECTUAL PROPERTY AND LICENSE GRANT

5.1 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.

5.2 License Grant to Charles Francis Studio

By submitting artwork to the Artist Program, you grant Charles Francis Studio a non-exclusive, worldwide, royalty-free (subject to the revenue share in Section 6) license to:

5.3 Scope and Limitations of License

The license granted in Section 5.2:

5.4 Artist's Retained Rights

You retain the right to:

5.5 Attribution

Charles Francis Studio will use commercially reasonable efforts to credit you as the artist on product listings and marketing materials featuring your artwork. The form and manner of attribution shall be at our reasonable discretion.

5.6 No Transfer Upon Sale

When a customer purchases a print or reproduction of your artwork, the customer acquires only the physical product. No copyright, reproduction rights, or other intellectual property rights are transferred to the customer.


6. REVENUE, COMMISSION, AND PAYMENT

6.1 Revenue Share

For each sale of a product featuring your artwork through the Site, you will receive a percentage of the net sale price as specified in your Artist Program enrollment agreement or as otherwise communicated to you in writing through the Artist Portal ("Artist Revenue Share"). The Artist Revenue Share, Studio commission rate, and pricing structure will be clearly stated in your Artist Portal dashboard.

"Net Sale Price" means the product sale price actually received by Charles Francis Studio, excluding: shipping and handling charges, applicable sales taxes, payment processing fees, chargebacks, and refunds.

6.2 Pricing

Charles Francis Studio sets retail pricing for all products in its sole discretion, taking into account production costs, market conditions, and competitive positioning. Artists may suggest pricing but final pricing authority rests with the Studio. We will use commercially reasonable efforts to maintain pricing that reflects the quality and value of the artwork.

6.3 Payment Schedule

Artist earnings will be calculated and made available for payment on a monthly basis. Payments will be issued within thirty (30) days following the end of each payment period, provided:

If your earnings do not meet the minimum payment threshold, the balance will carry forward to the next payment period.

6.4 Payment Method

Payments will be made via the method specified in your Artist Portal settings (e.g., direct deposit, check, or other available method). You are responsible for providing and maintaining accurate payment information.

6.5 Taxes

You are solely responsible for reporting and paying all income taxes, self-employment taxes, and any other taxes applicable to your earnings under this Agreement. Charles Francis Studio will issue appropriate tax documentation (e.g., IRS Form 1099-NEC) as required by law. You must provide a valid W-9 form (or W-8BEN for non-U.S. persons) before any payments can be processed.

6.6 Chargebacks and Refunds

If a customer receives a refund or initiates a chargeback for an order containing your artwork, the corresponding 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.

6.7 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 the Studio's control.

6.8 No Guaranteed Marketing

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


7. ARTIST REPRESENTATIONS AND WARRANTIES

By submitting artwork and participating in the Artist Program, you represent and warrant that:

7.1 Ownership and Authority

7.2 Non-Infringement

7.3 Accuracy

7.4 Compliance


8. INDEMNIFICATION

8.1 Artist Indemnification

You agree to defend, indemnify, and hold harmless Charles Francis Studio, its owners, officers, managers, employees, agents, contractors, and affiliates (collectively, "Studio Parties") from and against any and all claims, actions, demands, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

8.2 Indemnification Procedure

Charles Francis Studio will provide prompt written notice of any claim for which indemnification is sought and will cooperate with your defense at your expense. Charles Francis Studio reserves the right to participate in the defense with counsel of its choosing at its own expense. You may not settle any claim that imposes obligations on Charles Francis Studio without our prior written consent.


9. STUDIO'S LIMITATIONS AND DISCLAIMERS

9.1 Reproduction Quality

While Charles Francis Studio employs professional equipment, archival materials, and skilled technicians to produce the highest quality fine art reproductions, the Studio does not guarantee that reproductions will be identical to the original artwork. Variations may occur due to the inherent differences between original media and printed reproductions, substrate characteristics, and the limitations of the reproduction process. Such variations are not considered defects.

9.2 Color Accuracy

Charles Francis Studio uses professional color management practices, including calibrated monitors, ICC color profiles, and proofing processes. However, perfect color matching between the original artwork and printed reproductions cannot be guaranteed. Minor color variations are inherent to the fine art printing process and are not grounds for claims against the Studio.

9.3 No Guarantee Against Unauthorized Reproduction

Charles Francis Studio is not responsible for the unauthorized reproduction, copying, distribution, or infringement of your artwork by third parties. While we implement reasonable security measures on the Site (including, where feasible, digital watermarking, right-click protection, and image resolution limitations for display), no technological measure can fully prevent determined unauthorized use. You acknowledge that displaying artwork on the internet inherently carries the risk of unauthorized copying, and you agree not to hold Charles Francis Studio liable for such acts by third parties.

9.4 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.

9.5 Disclaimer of Warranties

THE ARTIST PROGRAM, THE SITE, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CHARLES FRANCIS STUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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;

(c) REPRODUCTIONS WILL PERFECTLY MATCH THE ORIGINAL ARTWORK;

(d) MARKETING EFFORTS WILL RESULT IN ANY PARTICULAR LEVEL OF EXPOSURE OR SALES.


10. TERM AND TERMINATION

10.1 Term

This Agreement commences upon your acceptance (by creating an Artist Account or submitting artwork) and continues until terminated by either party in accordance with this Section.

10.2 Termination by Artist

You may terminate this Agreement at any time by providing written notice to Charles Francis Studio at info@charlesfrancis.gallery. Upon termination by you:

10.3 Termination by Studio

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

10.4 Effect of Termination

Upon termination for any reason:

10.5 Return of Physical Artwork

If you have consigned physical original artwork to Charles Francis Studio for scanning or display purposes, we will return such artwork to you at your expense within sixty (60) days of termination. You are responsible for arranging and paying for insured shipping. Charles Francis Studio shall maintain reasonable care of physical artwork in its possession but is not an insurer of such artwork.


11. LIMITATION OF LIABILITY

11.1 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 BUT NOT LIMITED TO:

(a) LOSS OF PROFITS, REVENUE, ANTICIPATED SALES, OR BUSINESS OPPORTUNITY;

(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;

(f) ANY MATTER BEYOND THE STUDIO'S REASONABLE CONTROL;

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

11.2 Liability Cap

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

11.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION 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.

11.4 Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND CHARLES FRANCIS STUDIO AND THAT CHARLES FRANCIS STUDIO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.


12. DISPUTE RESOLUTION

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Charles Francis Studio at info@charlesfrancis.gallery and attempt to resolve the dispute informally for a period of at least thirty (30) days.

12.2 Binding Arbitration

If a dispute cannot be 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) shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Benton County, Washington, or at another mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12.3 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, OR REPRESENTATIVE ACTION.

12.4 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information without first submitting to arbitration.

12.5 Opt-Out

You may opt out of the arbitration and class action waiver provisions within thirty (30) days of first accepting these Artist Terms by sending written notice to Charles Francis Studio at Charles Francis Studio, Kennewick, WA 99336.

12.6 Jurisdiction and Venue

For disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Benton County, Washington.


13. 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.


14. CONFIDENTIALITY

14.1 Confidential Information

Each party may have access to confidential information of the other party in connection with this Agreement, including but not limited to: financial information, sales data, pricing strategies, customer data, business plans, and proprietary processes ("Confidential Information").

14.2 Obligations

Each party agrees to:

14.3 Exceptions

Confidential Information does not include information that:


15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with the general Terms of Service, Privacy Policy, and any written enrollment agreement, constitutes the entire agreement between you and Charles Francis Studio regarding the Artist Program and supersedes all prior agreements and understandings.

15.2 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.

15.3 Waiver

The failure of either party to enforce any right or provision shall not constitute a waiver of that right or provision. Any waiver must be in writing.

15.4 Assignment

You may not assign or transfer this Agreement without our prior written consent. Charles Francis Studio may assign this Agreement without restriction.

15.5 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.

15.6 Force Majeure

Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, pandemic, government action, labor disputes, supply chain disruptions, power failures, or internet or telecommunications failures.

15.7 Notices

All notices under this Agreement shall be in writing and sent to the email addresses on file. Notice is deemed received upon transmission for email, or upon delivery for physical mail.

15.8 Headings

Section headings are for convenience only and shall not affect interpretation of this Agreement.

15.9 Survival

Sections 5.1, 7, 8, 9, 11, 12, 13, and 14 shall survive termination or expiration of this Agreement.


16. MODIFICATIONS

Charles Francis Studio reserves the right to modify these Artist Terms at any time. We will notify you of material changes by email to the address associated with your Artist Account at least thirty (30) days before the changes take effect. Your continued participation in the Artist Program after the effective date of any modification constitutes acceptance of the modified terms. If you do not agree to the modified terms, you must terminate your participation in accordance with Section 10.2.


17. CONTACT INFORMATION

If you have questions about these Artist Terms, please contact us at:

Charles Francis Studio

Kennewick, WA 99336

Email: info@charlesfrancis.gallery

Phone: (509) 582-8861

Website: charlesfrancis.gallery


These Artist Terms of Service were last updated on April 5, 2026.