Terms of Service

Customer Terms of Service — v2026.06

Version: 2026.06

Effective Date: May 13, 2026

Supersedes: April 5, 2026 published version

Last Updated: May 13, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR WEBSITE OR PURCHASING ANY PRODUCTS.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 12). YOU MAY OPT OUT WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS AS DESCRIBED IN SECTION 12.5.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Charles Francis Studio, LLC, doing business as Charles Francis Studio & Gallery ("Charles Francis Studio," "Studio," "we," "us," or "our"), a Washington State limited liability company located in Kennewick, Washington, governing your access to and use of the website at charlesfrancis.gallery (the "Site"), including all content, features, services, and products available on or through the Site (collectively, the "Services").

By accessing the Site, creating an account, or placing an order, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms and policies referenced herein. The version of these Terms you accepted at registration, together with the date and time of acceptance, the IP address and user-agent from which acceptance was submitted, a SHA-256 hash of the document text at the moment of acceptance, and a unique acceptance identifier (UUID), is recorded by the Site and is available to you under your account at /account/legal. If you do not agree to these Terms, you must not access or use the Services.

1. ELIGIBILITY AND ACCOUNT REGISTRATION

1.1 Eligibility

You must be at least eighteen (18) years of age and possess the legal authority to enter into these Terms to use the Services. By using the Services, you further represent that you are not (i) listed on the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals List, (ii) located in or a national or resident of any jurisdiction subject to comprehensive U.S. trade sanctions, or (iii) otherwise prohibited from receiving the Services under U.S. export-control or sanctions laws.

1.2 Account Creation

To purchase products through the Site, you may be required to create a customer account. When creating an account, you agree to provide accurate, current, and complete registration information; maintain and promptly update your account information; maintain the security and confidentiality of your login credentials; accept responsibility for all activities under your account; and notify us immediately of any unauthorized access. All personal information collected at registration is processed in accordance with our Privacy Policy at charlesfrancis.gallery/privacy.

1.3 Account Security

You are solely responsible for safeguarding your password and for all activity conducted through your account. Charles Francis Studio will not be liable for any loss or damage arising from your failure to maintain the confidentiality of your account credentials.

1.4 Account Termination

Except in cases of suspected fraud, security risk, or violation of law (where immediate action may be required), we will provide you at least ten (10) days' written notice (by email to the address on file) before suspending or terminating your account, with an opportunity to cure curable violations. "Extended inactivity" means no sign-in for thirty-six (36) consecutive months. You may request a copy of your legal-acceptance records from /account/legal for ninety (90) days after termination. Termination of your account does not extinguish (a) any orders already placed and paid for; (b) any refund or credit owed to you; or (c) any obligations of the parties that by their nature survive termination. You may also request account deletion by contacting us at info@charlesfrancis.gallery.

2. PRODUCTS AND SERVICES

2.1 Product Descriptions

Charles Francis Studio offers original artwork, fine art reproductions, giclée prints, canvas prints, and related fine art products and services. We make reasonable efforts to display product images, colors, and descriptions accurately. However, we do not warrant that product descriptions, images, pricing, or other content on the Site are accurate, complete, reliable, current, or error-free.

2.2 Color Accuracy Disclaimer

IMPORTANT: The colors and details displayed on the Site are representations only and may not precisely match the final printed or delivered product. Perceived differences between on-screen images and physical products can occur due to variations in monitor calibration, display technology, resolution, brightness, and color settings; differences between RGB color space (used by screens) and the color gamut achievable through fine art printing processes; the inherent characteristics of fine art printing substrates, including variations in paper or canvas texture, base tone, finish, weight, and ink absorption; ambient lighting conditions under which the finished artwork is viewed; and normal and expected variations in the printing process. These variations are inherent to fine art printing and are not considered defects. Charles Francis Studio cannot guarantee 100% color accuracy between screen representations and the final printed product, and shall not be liable for any color differences between the product as displayed on the Site and the product as delivered. This color-accuracy disclosure is incorporated into and is part of the warranty disclaimer in Section 9.

2.3 Print-on-Demand / Made-to-Order Nature

Many of our products, including fine art prints, giclée reproductions, and canvas prints, are produced on demand specifically for each order ("Made-to-Order Products"). Each product is individually produced using professional fine art printing equipment and archival-quality materials. Production times vary depending on the complexity and type of product ordered. Made-to-Order Products cannot be resold or restocked and therefore are subject to the return limitations described in Section 5.

2.4 Original Artwork

Certain products available on the Site are original, one-of-a-kind artworks ("Original Artwork"). Original Artwork is sold as-is and may include natural variations in media, texture, and finish that are characteristic of handmade works. The artist's intellectual-property rights in original artwork sold through the gallery are governed by a separate agreement between Studio and the artist (the Artist–Gallery Originals Consignment Agreement); you acquire the physical Artwork only and no rights in the underlying intellectual property except as expressly granted in Section 6.

2.5 Pricing

All prices are listed in U.S. dollars. Prices are subject to change without notice. We reserve the right to correct obvious pricing errors at any time, including after an order has been placed; "obvious pricing errors" means a displayed price that reflects a clear mistake (such as a price an order of magnitude above or below typical pricing for comparable products). In the event of an obvious pricing error, we will notify you and provide the option to confirm the order at the corrected price or cancel the order for a full refund.

2.6 Availability

All products are subject to availability. We reserve the right to limit quantities, discontinue any product, or reject any order at our sole discretion.

3. ORDERS AND PAYMENT

3.1 Order Acceptance

Your submission of an order constitutes an offer to purchase. All orders are subject to acceptance by Charles Francis Studio. We reserve the right to refuse or cancel any order for any reason, including product availability, errors in product or pricing information, suspected fraud, or issues identified during payment verification.

3.2 Payment

We accept payment through the methods specified on the Site. By submitting payment information, you represent and warrant that you are authorized to use the designated payment method; you authorize us (or our designated payment processor) to charge your payment method for the total order amount, including applicable taxes and shipping; and all payment information provided is accurate and complete.

3.3 Payment Processing

Payment is processed through third-party payment processors (currently Stripe, Inc.). Charles Francis Studio does not store your complete credit card or payment account information on our servers. Your use of third-party payment services is subject to the respective payment processor's terms of service and privacy policy. We are not responsible for errors, outages, or security breaches by third-party payment processors.

3.4 Sales Tax

Charles Francis Studio collects and remits Washington State sales tax on all taxable sales fulfilled to Washington addresses, and collects and remits sales tax in any other state where Studio has a tax-collection obligation under that state's laws (including post-Wayfair economic-nexus thresholds). Where Studio is acting as a "marketplace facilitator" as defined under RCW 82.08.010 with respect to a sale, Studio collects and remits the applicable retail sales tax on behalf of the underlying seller. You are responsible for any use tax or other tax not collected by Studio.

3.5 Promo Codes / Discount Codes

Promo codes and discount codes are subject to the terms displayed at the time of issuance. Studio may void any order in which a promo code was applied in violation of those terms, in which case any payment will be refunded. Promo codes have no cash value, are non-transferable, and may be cancelled or modified at Studio's discretion (provided cancellation or modification will not affect any pending order in which the code was already validly applied).

3.6 Chargebacks

If you initiate a payment chargeback or dispute with your card issuer for a charge that you believe is unauthorized or non-conforming, we ask that you first contact us under Section 12.1 (Informal Resolution) so we can resolve the matter. Initiating a chargeback before contacting us, or after we have offered a refund, may result in suspension of your account pending resolution. If a chargeback is decided in Studio's favor by the card issuer, the underlying charge becomes immediately due.

4. SHIPPING AND DELIVERY

4.1 Shipping Methods

We ship to addresses within the United States only. We do not currently ship internationally. Shipping methods, carriers, and estimated delivery times are presented at checkout. Shipping costs are calculated based on product type, size, weight, destination, and selected shipping method.

4.2 Production and Processing Time

Because many products are Made-to-Order, please allow additional time for production before shipment. Estimated production times are provided on the product page or at checkout and are approximations only. Production delays do not extinguish your right to cancel and receive a refund as described in Section 5.4.

4.3 Delivery Estimates

Estimated delivery dates are provided for informational purposes only and are not guaranteed. Delivery timelines may be affected by factors beyond our control, including carrier delays, weather, natural disasters, holidays, and supply-chain disruptions. Charles Francis Studio is not responsible for delays caused by shipping carriers or other third parties.

4.4 Risk of Loss

Notwithstanding the default rule of RCW 62A.2-509, risk of loss for shipping damage in transit on deliveries shipped via carriers contracted by Charles Francis Studio shall remain with Charles Francis Studio until delivery to the address you specified at checkout. Title passes to you upon delivery.

4.5 Shipping Damage

If your order arrives visibly damaged, you must document the damage with photographs; contact us within fourteen (14) calendar days of delivery at info@charlesfrancis.gallery; and retain all original packaging materials for potential carrier claims. We will work with you to resolve shipping damage claims, which may include replacement or refund at our sole discretion. Failure to report damage within fourteen (14) days does not waive your statutory remedies under the Washington Uniform Commercial Code or other non-waivable consumer-protection laws; it may, however, limit Studio's ability to pursue a carrier claim on your behalf.

5. RETURNS, REFUNDS, AND CANCELLATIONS

5.1 Made-to-Order Products

Because Made-to-Order Products (including fine art prints, giclée reproductions, canvas prints, and custom framing) are produced specifically for your order, they are not eligible for return or refund due to change of mind, buyer's remorse, or subjective dissatisfaction with color, size selection, or aesthetic preference. This is consistent with standard industry practice for custom-produced fine art products and does not affect the express limited warranty in Section 5.2 or the cancellation right in Section 5.4.

5.2 Defective or Damaged Products (Express Limited Warranty)

If a Made-to-Order Product arrives with a manufacturing defect (such as misprinting, smearing, physical damage during production, or incorrect product shipped), you must contact us within fourteen (14) calendar days of delivery with your order number, a clear description of the defect, and photographs clearly showing the defect. Upon verification, we will, at our sole discretion, either reprint and reship the product or issue a refund for the defective item. This is an express limited warranty. Manufacturing defects do not include minor color variations inherent to the fine art printing process as described in Section 2.2.

5.3 Original Artwork

Original Artwork purchases may be returned within fourteen (14) calendar days of delivery, provided the artwork is in its original condition, undamaged, and in original packaging; you contact us to initiate the return before shipping; you ship the artwork back at your own expense using insured, trackable shipping; and the artwork is received by us in the same condition as delivered. Refunds for Original Artwork will be issued upon inspection and acceptance of the returned item, less original shipping charges. If an Original Artwork is materially non-conforming with the description, photographs, or measurements presented on the Site at the time of your purchase, return shipping is at Studio's expense and Studio will refund the full purchase price including original shipping. Studio's determination of material non-conformity shall be made in good faith on the basis of the artwork as actually received versus as represented on the Site.

5.4 Cancellations; FTC Mail Order Rule Compliance

Orders may be cancelled without charge if production has not yet begun. Once production of a Made-to-Order Product has commenced, the order generally cannot be cancelled. Notwithstanding the foregoing, if we are unable to ship a Made-to-Order Product within the time clearly stated at checkout (or, if no time is stated, within thirty (30) days of receipt of your properly completed order), we will offer you the option to (i) consent in writing to a definite revised shipping date, or (ii) cancel your order and receive a prompt refund of all amounts paid for the unshipped item, in compliance with 16 CFR § 435.2. Contact us at info@charlesfrancis.gallery if you wish to cancel an order.

5.5 Refund Method

Approved refunds will be issued to the original payment method within a commercially reasonable time. Shipping charges are non-refundable except in cases of Studio error, defective products, or Studio cancellation under §5.4.

5.6 Pre-Orders / Limited Editions

Some products may be offered as "pre-orders" or "limited editions" with a clearly stated expected ship date. If Studio is unable to fulfill a pre-order by the stated date, you will be given the option, in writing, to (i) consent to a definite revised ship date, or (ii) cancel your pre-order and receive a prompt refund of all amounts paid, in compliance with 16 CFR § 435.2.

6. INTELLECTUAL PROPERTY

6.1 Artwork Ownership

The artwork available on the Site is created by independent artists who retain ownership of the intellectual property rights in their work. When you purchase a fine art print or reproduction, you are purchasing a physical copy of the artwork. You do not acquire any copyright, reproduction rights, intellectual property rights, or license to the underlying artwork.

6.2 Permitted Use

Your purchase entitles you to display the physical product for personal, non-commercial purposes. You may not reproduce, duplicate, copy, scan, photograph (for reproduction purposes), or digitize the artwork; create derivative works based on the artwork; distribute, sell, license, sublicense, or transfer reproductions of the artwork; use the artwork or any reproduction thereof for commercial purposes, including advertising, merchandising, or resale; or remove, alter, or obscure any signature, copyright notice, or other proprietary marking on the artwork.

6.3 Site Content

All content on the Site, including text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the overall design and arrangement thereof, is the property of Charles Francis Studio or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, modify, distribute, or commercially exploit any Site content without prior written consent.

6.4 Trademarks

"Charles Francis Studio," the Charles Francis Studio logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Charles Francis Studio or its affiliates. You may not use such marks without our prior written permission.

6.5 DMCA Notice and Takedown

Charles Francis Studio respects copyright and complies with 17 U.S.C. § 512. Our Designated Agent registered with the U.S. Copyright Office (registration filed May 10, 2026; renewal due May 10, 2029) is:

DMCA Agent, Charles Francis Studio, LLC

6030 W Clearwater Avenue, Suite B

Kennewick, WA 99336

Email: dmca@charlesfrancis.gallery

A DMCA notification to the Designated Agent must include the elements required by 17 U.S.C. § 512(c)(3): (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work; (iii) identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it; (iv) the complaining party's contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that the complainant is authorized to act on behalf of the owner.

Counter-notifications must include the elements required by 17 U.S.C. § 512(g)(3). Knowing material misrepresentations under § 512(f) may create liability for damages and attorney's fees.

Repeat-Infringer Policy. We will, in appropriate circumstances, terminate the 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.

6.6 Customer-Submitted Files; License to Studio

If you upload photographs, artwork, scans, or other files for art-scanning, reproduction, restoration, editing, or custom-printing services ("Customer Files"), you grant Charles Francis Studio a non-exclusive, royalty-free, worldwide license, with the right to sublicense solely to our fulfillment vendors and service providers acting on our behalf, to host, store, copy, transmit, color-correct, retouch, reproduce, print, and create internal working copies of the Customer Files solely (a) to perform the service you requested, (b) to deliver your order, (c) to provide reasonable reorder support, and (d) to maintain operational backups.

This license terminates when you request deletion of the Customer Files except to the extent we must retain copies to comply with law or to defend against claims. Charles Francis Studio will not use Customer Files to train any artificial-intelligence model, will not license Customer Files to any third party for any purpose, and will not display Customer Files publicly without your express written consent. You retain all underlying intellectual property rights in your Customer Files.

You represent and warrant that you have the legal right to submit any files you upload, that doing so does not infringe the rights of others, and that the files do not depict identifiable minors without the consent of the minor's parent or legal guardian. You further represent that you will not submit Customer Files that depict identifiable individuals' physical or mental health status (including medical, hospice, hospital, injury, or post-mortem photographs), as Studio does not knowingly accept consumer health data. Retention and deletion of Customer Files are governed by the Privacy Policy §5.

7. USER CONDUCT

7.1 Prohibited Activities

You agree not to use the Services for any unlawful purpose or in violation of these Terms; impersonate any person or entity, or falsely state or misrepresent your affiliation; interfere with or disrupt the Services, servers, or networks; attempt to gain unauthorized access to any portion of the Site, other accounts, or computer systems; use any automated means (including bots, scrapers, or spiders) to access the Site or collect content; transmit viruses, malware, or any other harmful code; engage in abusive, threatening, or harassing communication with Studio staff, artists, or other users; submit fraudulent orders or payment information; or circumvent, disable, or otherwise interfere with any security features of the Site.

7.2 Third-Party Content; Section 230

Some content on the Site may be submitted by artists, customers, or other third parties (for example, artist biographies, customer reviews, or promotional content). Charles Francis Studio is not the publisher or speaker of third-party content for purposes of 47 U.S.C. § 230 and is not responsible for the accuracy, legality, or safety of that content. We may, but are not required to, review, edit, or remove third-party content.

8. PRIVACY

Your privacy is important to us. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the practices described in the Privacy Policy. Please review the Privacy Policy at charlesfrancis.gallery/privacy. The version of the Privacy Policy you accepted at registration is recorded and is available to you under your account at /account/legal.

9. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL PRODUCTS AND 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:

(a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;

(c) ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(d) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SITE;

(e) ANY WARRANTY THAT PRODUCTS WILL MEET YOUR SUBJECTIVE EXPECTATIONS REGARDING COLOR, APPEARANCE, OR AESTHETIC QUALITY BEYOND WHAT IS OBJECTIVELY DESCRIBED IN THE PRODUCT LISTING.

(f) NOTWITHSTANDING THE FOREGOING, THE EXPRESS LIMITED WARRANTY DESCRIBED IN SECTION 5.2 (REPRINT-OR-REFUND OF MANUFACTURING DEFECTS REPORTED WITHIN FOURTEEN (14) DAYS) IS NOT DISCLAIMED. EXCEPT AS PROVIDED IN SECTION 5.2, ALL OTHER EXPRESS AND IMPLIED WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, WARRANTIES ARE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHARLES FRANCIS STUDIO, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING:

(a) LOSS OF PROFITS, REVENUE, OR BUSINESS; (b) LOSS OF DATA OR GOODWILL; (c) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (d) PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE SERVICES; (e) ANY MATTER BEYOND OUR REASONABLE CONTROL;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION EXCLUDES OR LIMITS LIABILITY FOR (i) PERSONAL INJURY OR DEATH CAUSED BY CHARLES FRANCIS STUDIO'S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT, UNDER APPLICABLE WASHINGTON LAW (INCLUDING RCW 62A.2-719(3)), CANNOT BE EXCLUDED OR LIMITED.

10.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR ANY PRODUCT OR SERVICE SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNT YOU PAID TO CHARLES FRANCIS STUDIO FOR THE SPECIFIC PRODUCT OR ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000).

10.3 Essential Purpose; Reformation

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF THE LIMITED REMEDY IN SECTION 5.2 IS DETERMINED TO FAIL OF ITS ESSENTIAL PURPOSE, THE REMAINING LIMITATIONS OF LIABILITY IN SECTION 10 NEVERTHELESS REMAIN IN EFFECT TO THE MAXIMUM EXTENT PERMITTED BY LAW. FOR CONSUMER GOODS SOLD TO A BUYER WHO IS A "CONSUMER" AS THAT TERM IS USED IN RCW 62A.2-719, THIS LIMITATION IS INTENDED TO BE ENFORCEABLE ONLY TO THE EXTENT IT IS NOT UNCONSCIONABLE. 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. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Charles Francis Studio, its owners, officers, employees, agents, and affiliates from and against any claims, actions, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Services or any product purchased through the Site; your violation of these Terms or any applicable law or regulation; your violation of any third-party rights, including intellectual property rights; any content you submit or transmit through the Services; or any dispute between you and a third party related to products purchased through the Site.

Procedure. Charles Francis Studio shall (i) promptly notify you in writing of any claim subject to indemnification; (ii) give you the right to assume control of the defense and settlement (subject to Studio's right to participate at its own expense and to consent to any non-monetary settlement obligation imposed on Studio); and (iii) reasonably cooperate with you in the defense at your expense. You shall not be liable for any settlement entered into without your prior written consent (not to be unreasonably withheld). This indemnification does not apply to (a) any liability arising from Studio's own negligence, willful misconduct, or breach of these Terms; or (b) any non-waivable consumer-protection liability.

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. Most concerns can be resolved through good-faith communication.

12.2 Binding Arbitration

If a dispute cannot be resolved informally, you and Charles Francis Studio agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or any product or service shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect for any claim with an amount in controversy of $75,000 or less.

(a) Costs. For any claim ≤ $75,000 brought in good faith and not determined by the arbitrator to be frivolous, Charles Francis Studio shall pay all AAA filing, administrative, and arbitrator fees in excess of the consumer filing fee. If the arbitrator determines a claim was filed for an improper purpose or is frivolous as defined by Federal Rule of Civil Procedure 11(b), the arbitrator may shift Studio's paid fees and reasonable attorneys' fees to the claimant.

(b) Location. The 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.

(c) FAA primacy / class-arbitration gateway. Notwithstanding any contrary provision of 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 12.

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. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. If for any reason this class action waiver is found to be unenforceable as to any claim or part of a claim, then that claim or part shall be severed from this Section 12 and resolved in court in accordance with Section 12.6, and shall not proceed in arbitration. The arbitration agreement shall not be construed to permit class, collective, or representative arbitration of any kind.

12.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

12.5 Opt-Out

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

Charles Francis Studio, LLC

6030 W Clearwater Avenue, Suite B

Kennewick, WA 99336

or by emailing info@charlesfrancis.gallery. The notice must include your full name, the email address associated with your account, and an unambiguous statement that you wish to opt out of arbitration under Section 12. If you opt out, disputes will be resolved in accordance with Section 12.6.

12.6 Jurisdiction and Venue

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

12.7 Mass / Batched Claims

If 25 or more substantially similar arbitration demands are filed against Charles Francis Studio within any 60-day period by or with the assistance of the same law firm or coordinated counsel, the parties agree the demands will be administered as a coordinated batch under AAA's Mass Arbitration Supplementary Rules (or successor rules), with bellwether selection of up to 10 representative cases to proceed first. Costs, scheduling, and procedural orders for non-bellwether claims will be tolled pending the bellwether outcomes. This subsection is severable; if held unenforceable, the remainder of Section 12 remains in effect.

12.8 Forum Coordination with Other Studio Agreements

If a dispute concerning your purchase of an Original Artwork involves a question that also implicates the Originals Consignment Agreement between Studio and the consigning artist, your claims against Studio are governed by Section 12 of these Terms. The consignment agreement is a separate contract between Studio and the artist; you have no third-party-beneficiary rights under it, and its forum-selection provisions do not apply to disputes between you and Studio.

13. GOVERNING LAW

These Terms 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. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Charles Francis Studio regarding the Services and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. If any provision of Section 12 (Dispute Resolution) is held unenforceable in whole or in part, the parties' express intent is that the remainder of Section 12 be reformed to the minimum extent necessary to preserve the parties' agreement to arbitrate, except that if the class action waiver in Section 12.3 is held unenforceable, the entire Section 12 is severable from this Agreement and disputes shall be resolved in court under Section 12.6.

14.3 Waiver

The failure of Charles Francis Studio to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by Charles Francis Studio.

14.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Charles Francis Studio may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.

14.5 Force Majeure

Charles Francis Studio shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, epidemic, government action, labor disputes, supply-chain disruptions, power failures, internet or telecommunications failures, or carrier delays. Nothing in this Section 14.5 limits your right to cancel a delayed order and obtain a prompt refund as described in Section 5.4.

14.6 Notices

We may provide notices to you by posting on the Site, by email to the address associated with your account, or by any other reasonable means. You are responsible for keeping your contact information current.

14.7 Electronic Communications

By using the Services and creating an account, you consent to receive electronic communications from us, including emails regarding your account, orders, and updates to these Terms. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to electronic communications under this Section 14.7 covers transactional and account-management communications only. Consent to receive marketing or promotional email is separate, optional, and may be withdrawn at any time using the unsubscribe mechanism in any marketing email.

14.8 Headings

The section headings in these Terms are for convenience only.

14.9 Survival

Sections relating to intellectual property (§6), customer file license (§6.6), warranty disclaimers (§9), limitation of liability (§10), indemnification (§11), dispute resolution (§12), governing law (§13), and gift cards (§17) shall survive any termination or expiration of these Terms.

15. MODIFICATIONS TO TERMS

Charles Francis Studio reserves the right to modify these Terms from time to time. When we do, we will publish a new version under a new version identifier and revise the "Effective Date" at the top. Material changes (including changes to the arbitration clause, class action waiver, liability cap, return policy, intellectual property scope, or dispute resolution forum) will be communicated by email to account holders at least thirty (30) days before they take effect, and account holders will be presented with an "I Accept the Updated Terms" control on next sign-in via a banner displayed on every page of the Site after sign-in.

Acceptance of a material change occurs only when you affirmatively click the "I Accept the Updated Terms" control presented in the post-sign-in banner. Until you click to accept, the prior version of these Terms continues to govern your use of the Services. If you do not accept a material change within sixty (60) days after the change takes effect, we may suspend your account; we will not retroactively apply the new Terms to disputes that arose before your acceptance.

Non-material changes (clarifications, typographical corrections, contact updates) take effect on publication and do not require re-confirmation. The current version is always available at charlesfrancis.gallery/terms. Prior versions you have accepted remain available to you under your account at /account/legal. If you do not agree to a modified Terms, you must discontinue use of the Services.

16. CONTACT INFORMATION

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

Charles Francis Studio, LLC d/b/a Charles Francis Studio & Gallery 6030 W Clearwater Avenue, Suite B Kennewick, WA 99336 Email: info@charlesfrancis.gallery Phone: (509) 582-8861 Website: charlesfrancis.gallery

Registered agent for service of process: as on file with the Washington Secretary of State.

17. GIFT CARDS AND STORE CREDIT

Gift cards and store credits issued by Charles Francis Studio do not expire and are not subject to any service fee, dormancy fee, or inactivity charge, in compliance with RCW 19.240.020. If a gift card or store credit balance falls below five dollars ($5.00) after a purchase, the remaining balance is redeemable in cash on request, in compliance with RCW 19.240.020.

18. ACCESSIBILITY

Charles Francis Studio is committed to making its Site accessible to users with disabilities. We aim to conform our Site to the WCAG 2.1 Level AA standard. If you encounter a barrier to access, please contact us at info@charlesfrancis.gallery and we will make reasonable efforts to address it.