Brush & Tell Terms of Service

Effective October 12th, 2026.

PLEASE READ THESE TERMS CAREFULLY. THEY ARE A BINDING CONTRACT BETWEEN YOU AND BRUSH & TELL, LLC. THEY CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 16), LIMITATIONS OF LIABILITY AND A ONE-YEAR PERIOD IN WHICH TO BRING CLAIMS (SECTION 17), AN INDEMNITY (SECTION 18), A RELEASE (SECTION 19), AND AN EXCLUSIVE FORUM, A WAIVER OF JURY TRIAL AND A WAIVER OF CLASS ACTIONS (SECTION 20). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. Agreement to These Terms

1.1 Parties. These Terms of Service (the "Terms") are a binding agreement between Brush & Tell, LLC, a Colorado limited liability company ("Brush & Tell," "we," "us" or "our"), and each person who accesses or uses the Services ("you" or a "User"). Capitalized terms have the meanings given in Section 2 or where they are first defined.

1.2 Acceptance. You accept these Terms, and agree to be bound by them, when you check the acceptance box presented at sign-in to an Account. If you access or use any part of the Services without having been presented with that box, including as a Visitor, you accept these Terms by that access or use. If you do not agree to these Terms, you are not authorized to access or use the Services and must stop using them, except as Section 21.3 provides.

1.3 Who Is Bound. These Terms apply to every User in every capacity, including Visitors who browse the Services without an Account, Account holders, Buyers, Sellers, applicants to become Sellers, Entrants, and Venues and their personnel when they use the Services. A provision that refers to a particular capacity applies to you whenever you act in that capacity, and one User may act in more than one capacity. Every other provision applies to all Users.

1.4 Additional Terms. Some features, programs and promotions are subject to additional terms, rules or policies that Brush & Tell publishes on the Services or presents to you, including the Official Rules of a Competition, terms governing auctions, listing standards, and any written offer of a Promotional Rate ("Additional Terms"). Additional Terms form part of these Terms. If Additional Terms conflict with these Terms, the Additional Terms control as to the feature, program or promotion they govern. If you have signed or accepted a separate written agreement with Brush & Tell, including an agreement governing the display of Artwork at a Venue, that agreement controls as to its subject matter to the extent it conflicts with these Terms.

1.5 Privacy Policy. The Brush & Tell Privacy Policy (the "Privacy Policy") describes how Brush & Tell collects, uses and discloses personal information. By accepting these Terms or using the Services, you accept the Privacy Policy as the description of those practices and consent to them. To the fullest extent permitted by law, any claim relating to the Privacy Policy or to Brush & Tell's handling of personal information is subject to Sections 16 through 20 of these Terms.

1.6 Organizations. If you use the Services on behalf of a business or other organization, you represent that you have authority to bind it, and "you" includes both you and that organization.

2. Definitions and Interpretation

2.1 Definitions. In these Terms:

"Account" means a registered account on the Services.
"Artwork" means an original physical work of art, and any other item, that is offered, displayed or sold through the Services.
"Brush & Tell Parties" means Brush & Tell and its members, managers, officers, employees, agents, contractors, licensors, successors and assigns.
"Buyer" means a User who purchases, or attempts to purchase, Artwork through the Services.
"Commission" means the fee Brush & Tell retains from the Listing Price of Artwork sold through the Services, as stated in Section 9.6.
"Competition" means the Brush & Tell Art Competition and any other contest, competition or promotion that Brush & Tell sponsors through the Services.
"Delivery Date" means, for an Order, the earliest of (a) the date the Buyer confirms receipt under Section 6.4, (b) the date a Venue confirms collection under Section 7.2, and (c) the date the Order is treated as delivered under Section 6.4.
"Entrant" means a User who enters, or applies to enter, a Competition.
"Listing" means an offer of Artwork for sale published on the Services, including its title, description, images, Listing Price and Shipping Charge.
"Listing Price" means the price a Seller sets for Artwork, excluding the Shipping Charge and taxes.
"New Artist Rate" has the meaning given in Section 9.13.
"Official Rules" means the official rules that Brush & Tell publishes for a Competition, as amended from time to time.
"Order" means a purchase of Artwork submitted through the checkout of the Services.
"Payment Processor" means Stripe, Inc. and its affiliates, and any other third-party payment processor that Brush & Tell designates.
"Promotional Rate" has the meaning given in Section 9.6.
"Return Period" has the meaning given in Section 8.1.
"Seller" means a User whom Brush & Tell has approved, or has otherwise permitted under the Official Rules, to offer Artwork for sale through the Services. The Services may refer to Sellers as "artists."
"Seller Proceeds" has the meaning given in Section 9.6.
"Services" means the website located at brushandtell.com and every related website, page, application, feature, program, communication and service that Brush & Tell operates or offers, including the Competition, the display of Artwork at Venues, and the labels and codes that accompany Artwork displayed at Venues.
"Shipping Charge" means the amount a Seller sets for shipping Artwork to a Buyer.
"User Content" means any text, image, photograph, video, name, likeness, biography, Listing, entry, message, review, feedback or other material that a User submits to or through the Services.
"Venue" means a third-party business that displays Artwork on its premises, or serves as a location where Buyers collect Artwork, under an arrangement with Brush & Tell.
"Visitor" means a User who accesses the Services without signing in to an Account.

2.2 Interpretation. In these Terms, "including" means "including without limitation"; headings are for convenience only and do not affect interpretation; a reference to a Section is to a Section of these Terms; a reference to a day is to a calendar day unless a business day is specified; and a business day is any day other than a Saturday, a Sunday or a United States federal holiday.

3. The Services and the Role of Brush & Tell

3.1 The Marketplace. The Services are an online marketplace through which Sellers offer original Artwork to Buyers, at fixed prices and through any other sale format Brush & Tell makes available, together with related programs such as the display of Artwork at Venues and the Competition. Brush & Tell decides in its sole discretion which Sellers, Artwork, regions, features and sale formats the Services include.

3.2 Brush & Tell Is Not the Seller. Each sale of Artwork through the Services is a transaction between the Buyer and the Seller. The Seller, and not Brush & Tell, is the seller of the Artwork and is solely responsible for the Artwork and its Listing. Brush & Tell operates the marketplace, processes payment, collects and remits sales tax where the law requires it to do so, and administers the refunds these Terms provide. Brush & Tell does not take title to any Artwork and, except as Section 9.10 provides, does not take possession of any Artwork.

3.3 Payment Collection. Brush & Tell is the merchant of record for each Order, and the charge appears on the Buyer's statement under the descriptor BRUSH AND TELL or a similar descriptor. Each Seller appoints Brush & Tell as the Seller's limited agent for the purposes of accepting payment from Buyers on the Seller's behalf and administering the cancellations, returns and refunds these Terms provide. A Buyer's payment to Brush & Tell of the amount due for an Order satisfies the Buyer's payment obligation to the Seller for that Order, and the Seller's sole recourse for the Seller Proceeds of that Order is against Brush & Tell under Section 9.

3.4 No Endorsement. Brush & Tell approves Sellers and may review Listings for its own purposes, but it has no obligation to review any Listing or User Content. Approval of a Seller, publication of a Listing, placement of Artwork at a Venue, and selection or display of an entry in a Competition are not an endorsement, appraisal, authentication, guarantee or warranty of any Seller, Artwork or Listing.

3.5 Beta Services. From October 12th, 2026 and until Brush & Tell announces otherwise, the Services are offered as a beta. During the beta, the Services are limited to a group of Sellers approved by Brush & Tell and to the features Brush & Tell has enabled, which may include browsing, following Seller profiles, purchasing Artwork at fixed prices by payment card, shipment to addresses in the United States and, where offered, collection of Artwork at a Venue. Timed auctions, video and other features are not available until Brush & Tell enables them and identifies on the Services the terms that govern them. Features may be added, changed, suspended or withdrawn at any time, the Services may be unavailable, slow or interrupted, and Brush & Tell may end the beta, or any User's participation in it, at any time. An Order placed before that time will be completed or refunded as these Terms provide.

3.6 Availability. The Services are operated from, and intended for Users located in, the United States. Brush & Tell makes no representation that the Services are appropriate or available elsewhere. Brush & Tell may modify, suspend or discontinue all or any part of the Services at any time, with or without notice, and is not liable to any User for doing so.

4. Eligibility and Accounts

4.1 Age and Capacity. The Services are intended for persons who are at least 18 years of age. You must be at least 18, and have the legal capacity to enter into a binding contract, to create an Account, to buy or sell Artwork, or to enter a Competition. By using the Services you represent that you meet these requirements. If Brush & Tell learns that an Account holder is under 18, it will close the Account and cancel and refund any open Order.

4.2 Registration. Each individual may hold one Account, in that individual's own legal name. You shall provide accurate, current and complete information and keep it up to date. You may not create an Account for another person without that person's authority, impersonate any person, or hold an Account if Brush & Tell has previously suspended or closed an Account of yours.

4.3 Account Security. You are responsible for maintaining the confidentiality of your sign-in credentials and for all activity that occurs under your Account, whether or not you authorized it. You shall notify Brush & Tell immediately at info@brushandtell.com if you suspect unauthorized use of your Account. To the fullest extent permitted by law, Brush & Tell is not liable for any loss arising from unauthorized use of your Account.

4.4 Suspension and Termination by Brush & Tell. Brush & Tell may, in its sole discretion and with or without notice, refuse registration, suspend or terminate any Account, remove any Listing or User Content, cancel any Order, or restrict any User's access to all or part of the Services, including where Brush & Tell believes that a User has breached these Terms, provided false information, engaged in fraud or other unlawful conduct, or exposed Brush & Tell or any other person to risk of harm or liability. Where Brush & Tell cancels an Order under this Section, it will refund the amount the Buyer paid for that Order, and that refund is the Buyer's sole remedy for the cancellation.

4.5 Closing Your Account. You may close your Account, and ask that it be deleted, at any time from the Settings page of your Account or by writing to info@brushandtell.com. Any open Order will first be completed or refunded as these Terms provide. Brush & Tell retains the records that the law requires or permits it to retain, as the Privacy Policy describes. Closing an Account does not release you from any obligation that arose before the Account was closed.

5. Purchases

5.1 Listings and Pricing. The Seller sets the Listing Price and the Shipping Charge for each Artwork. Before a Buyer submits payment, the checkout displays the Listing Price, the Shipping Charge (or a statement that shipping is free where the Seller charges none), the sales tax Brush & Tell is required to collect, and the total. Where collection at a Venue is offered for an Artwork, the checkout also displays that option and the tax that applies to it. The total displayed at checkout is the total amount charged for the Order.

5.2 Payment. Payment is made by payment card through the Payment Processor. By submitting an Order, the Buyer represents that the Buyer is authorized to use the payment method and authorizes Brush & Tell and the Payment Processor to charge the total displayed at checkout. Payment card details are submitted directly to the Payment Processor and are subject to its terms and privacy policy.

5.3 Acceptance of Orders; One Sale of Each Original. When a Buyer submits payment, the Payment Processor places an authorization on the Buyer's payment method. An Order is accepted, and a contract of sale is formed between the Buyer and the Seller on the terms of the Listing and these Terms, only when Brush & Tell confirms that the Artwork has been allocated to that Buyer, at which time the payment is captured. Because each Artwork is unique, if more than one person attempts to purchase the same Artwork, only one Order will be confirmed, and every other authorization will be released without a charge. The Buyer's Orders page and receipt show the outcome.

5.4 Cancellation by Brush & Tell. Brush & Tell may decline or cancel any Order at any time before delivery where it suspects fraud, where the Listing or its price contains an error, where the Artwork is unavailable, or where the Order or either party to it violates these Terms. In that event Brush & Tell's sole obligation, and the Buyer's sole remedy, is a refund of the amount the Buyer paid for the Order.

5.5 Receipts. Brush & Tell sends a receipt to the email address on the Buyer's Account when payment is confirmed.

5.6 Sales Tax. Brush & Tell collects and remits the sales tax that the law requires it to collect on each Order. Tax on Artwork that is shipped is determined by the delivery address, and tax on Artwork collected at a Venue is determined by the address of the Venue.

5.7 No Transfer of Copyright. The sale of Artwork transfers ownership of the physical object only. The Seller retains all copyright and other intellectual property rights in the Artwork. A Buyer may possess, display and resell the physical Artwork, but may not reproduce it, prepare derivative works from it, or sell or distribute copies of it without the written consent of the Seller.

6. Shipping, Delivery and Risk of Loss

6.1 Destinations. Artwork is shipped only to addresses in the United States.

6.2 Shipment. Each Seller is required to pack and ship the Artwork within 5 business days after the date of the Order, with tracking, and insured for the Listing Price. If the Seller does not ship within that period, Brush & Tell will notify the Buyer, and the Buyer may elect either to wait for shipment or to cancel the Order for a full refund, which Brush & Tell will issue promptly.

6.3 Tracking. The Buyer's Orders page shows when the Seller has marked the Artwork as shipped, together with the carrier and the tracking number and, where the carrier offers one, a link to the carrier's tracking page.

6.4 Confirmation of Delivery. On receiving the Artwork, the Buyer shall confirm delivery by selecting I've received it on the Buyer's Orders page. If the Buyer does not do so, the Order is treated as delivered 14 days after the Seller marked the Artwork as shipped, and the Return Period and the release of Seller Proceeds are measured from that date.

6.5 Title and Risk of Loss. Title to the Artwork, and risk of its loss or damage, pass to the Buyer when the Artwork is delivered to the Buyer's address or is released at a Venue against the pickup code. As between the Seller and Brush & Tell, the Seller bears the risk of loss of or damage to the Artwork until that time, except as Section 9.10 provides.

6.6 Loss in Transit. If Artwork is lost in transit and is not delivered, the Buyer is entitled to a refund of the full amount paid for the Order, including the Shipping Charge, which is the Buyer's sole and exclusive remedy for that loss. The Buyer shall notify Brush & Tell at info@brushandtell.com promptly if the Artwork has not arrived, and in any event before the Return Period ends, and shall cooperate reasonably with any carrier inquiry. Brush & Tell may decline a claim first made after the Return Period ends to the extent the delay impairs recovery from the carrier or the Seller.

6.7 Carriers. Carriers are independent third parties selected by the Seller. Delivery dates are estimates, and Brush & Tell is not liable for any delay or failure by a carrier.

7. Collection at a Venue

7.1 Pickup Code. Where collection at a Venue is offered and the Buyer selects it, the Buyer's Orders page and receipt display a pickup code. The Buyer is solely responsible for keeping the pickup code confidential. Brush & Tell and the Venue may release the Artwork to any person who presents the pickup code, without further verification, and release to that person satisfies in full the obligation to deliver the Artwork to the Buyer.

7.2 Collection. The Buyer shall collect the Artwork within 7 days after the date of purchase, during the Venue's business hours, by presenting the pickup code. The Venue's confirmation of the pickup code through the Services establishes the Delivery Date.

7.3 Venue Personnel. Venues are independent businesses and are not agents of Brush & Tell except for the limited purpose of releasing Artwork against a pickup code. Venue personnel have no authority to accept returns, to change or cancel an Order, to answer questions about an Order, or to make any statement that binds Brush & Tell. Questions about an Order must be directed to Brush & Tell at info@brushandtell.com. Brush & Tell is not responsible for the premises, products, services or conduct of any Venue.

7.4 Uncollected Artwork. If the Buyer does not collect the Artwork within 7 days after the date of purchase, Brush & Tell will attempt to contact the Buyer and may, in its discretion, continue to hold the Artwork or, with the Buyer's agreement, arrange delivery to the Buyer at the Buyer's expense. If the Artwork remains uncollected 30 days after the date of purchase, Brush & Tell may cancel the Order and refund the Listing Price and the sales tax to the original payment method.

7.5 Inspection. The Buyer shall inspect the Artwork at the time of collection. Damage observed at collection must be reported under Section 8.3 in the same manner as damage on delivery.

8. Returns, Refunds and Exclusive Remedies

8.1 Return Period. A Buyer may return Artwork purchased at a fixed price, for any reason, by requesting the return within 7 days after the Delivery Date (the "Return Period"). Artwork purchased in any other sale format may be returned only as the Additional Terms governing that format provide.

8.2 Elective Returns. To return Artwork for a reason other than those in Section 8.3, the Buyer must request the return by writing to info@brushandtell.com within the Return Period. Brush & Tell will provide return instructions. The Buyer shall ship the Artwork to the Seller within 5 business days after receiving those instructions, in the condition and the packaging in which it was received, with tracking, and insured for the Listing Price, at the Buyer's expense and risk. Title to returned Artwork passes back to the Seller when it is delivered to the Seller. Brush & Tell will refund the Listing Price and the sales tax to the original payment method, less any reduction this Section permits, once the Seller confirms that the Artwork has arrived, and in any event within 10 business days after carrier tracking shows the return delivered. The original Shipping Charge is not refundable. If returned Artwork is not in the condition in which the Buyer received it, Brush & Tell will inform the Buyer of what was found and may reduce the refund by the resulting loss in value, as Brush & Tell reasonably determines.

8.3 Damaged or Not as Described. If Artwork arrives damaged, or differs materially from its Listing, the Buyer must notify Brush & Tell at info@brushandtell.com within 48 hours after the Buyer receives the Artwork at the Buyer's address or collects it at a Venue, and include photographs of the Artwork and of its packaging. The Buyer shall keep all packaging until Brush & Tell responds. Where Brush & Tell reasonably determines that the Artwork arrived damaged or differs materially from its Listing, Brush & Tell will arrange the return at no cost to the Buyer and will refund the full amount paid for the Order, including the Shipping Charge, once the Artwork is in the carrier's possession for return. A claim under this Section that is not made within 48 hours is waived, without prejudice to the Buyer's right to return the Artwork under Section 8.2 within the Return Period. The 48-hour period does not apply to a claim that Artwork is not an original work created by the Seller or that the Seller did not have good title to it. The Buyer shall notify Brush & Tell promptly after discovering the basis for such a claim, the Seller's warranties in Section 9.3 apply to it, and Brush & Tell may, in its discretion, refund the Buyer on return of the Artwork and recover the refund from the Seller under Section 9.8.

8.4 Timing of Refunds. Every refund is issued to the payment method used for the Order. The time for a refund to appear is determined by the Payment Processor and the card issuer and is typically 5 to 10 business days.

8.5 Exclusive Remedies. Each Artwork is a unique original and cannot be replaced. The refunds these Terms expressly provide are the Buyer's sole and exclusive remedies against the Brush & Tell Parties, and the entire liability of the Brush & Tell Parties, for Artwork that is lost, delayed, damaged, not as described or otherwise unsatisfactory.

8.6 Payment Disputes. Before initiating a chargeback or other payment dispute with a card issuer, the Buyer shall contact Brush & Tell and allow it a reasonable opportunity to resolve the matter under this Section 8. Brush & Tell may contest any chargeback it believes to be unfounded and may suspend the Account of a User who initiates one in bad faith.

9. Terms for Sellers

9.1 Approval. A User may offer Artwork for sale only after Brush & Tell has approved that User's application to become a Seller. Brush & Tell may grant, decline, condition or withdraw approval in its sole discretion. Approval is not a judgment of artistic merit. If Brush & Tell withdraws approval, the Seller's Listings will be removed, and any Order then pending will be completed or refunded as these Terms provide.

9.2 Listing Requirements. A Seller may list only an original physical work that the Seller personally created and owns, and that is not listed, consigned or promised for sale anywhere else while it is listed on the Services. The Seller shall describe and photograph the Artwork accurately and completely, shall set the Listing Price and the Shipping Charge, and shall comply with any listing standards Brush & Tell publishes.

9.3 Seller Representations and Warranties. Each Seller represents and warrants to Brush & Tell and to the Buyer, as of the date of each Listing and each sale, that:

(a) the Seller is the sole creator and sole owner of the Artwork and will convey good title to the Buyer, free of any lien, security interest, consignment or other claim;
(b) the Artwork is an original work and is not a reproduction;
(c) the Listing is accurate, complete and not misleading, and its images depict the actual Artwork offered;
(d) the Artwork, the Listing and the Seller's other User Content do not infringe or violate any copyright, trademark, right of publicity, right of privacy or other right of any person;
(e) the Seller has full right and authority to enter into these Terms, to offer and sell the Artwork, and to grant the licenses these Terms grant;
(f) the Artwork contains no material whose sale or shipment is restricted by law, and no statement about its origin, materials, authorship or cultural affiliation is false or misleading; and
(g) the Seller, the Artwork and its sale and shipment comply with all applicable laws.

9.4 Unavailable Artwork. If Artwork becomes unavailable for any reason, including its sale elsewhere, the Seller shall remove the Listing immediately. If a Buyer has paid for Artwork that the Seller does not deliver, Brush & Tell will refund the Buyer, and the Seller shall reimburse Brush & Tell for the refund and for its reasonable related costs, which Brush & Tell may recover under Section 9.8.

9.5 Payout Account. Before a Listing may be sold, the Seller must complete the Payment Processor's onboarding, which establishes an account with the Payment Processor in the Seller's name. That account is governed by the Stripe Connected Account Agreement, available at https://stripe.com/legal/connect-account as amended from time to time, to which Brush & Tell is not a party. The Seller provides identity, tax and bank account information directly to the Payment Processor, shall keep that information accurate, and shall keep the account in good standing. Brush & Tell is not responsible for any act or omission of the Payment Processor.

9.6 Commission and Seller Proceeds. When Artwork sells, the Buyer pays the Listing Price, the Shipping Charge and the applicable sales tax. Brush & Tell's Commission is 30 percent of the Listing Price, except as Section 9.13 provides, and unless Brush & Tell has offered the Seller a different rate in writing (a "Promotional Rate"), in which case the Promotional Rate applies only for the period, and only to the sales, stated in that offer. A Promotional Rate does not apply to a sale attributed to a Venue unless the written offer expressly says that it does. A sale is attributed to a Venue if the Buyer scanned the label of the Artwork at the Venue within the 30 days before placing the Order, or if the Artwork was displayed at the Venue when the Order was placed. No Commission is charged on the Shipping Charge. Brush & Tell bears the Payment Processor's processing fees for the Order. For each completed sale, the Seller is entitled to the Listing Price plus the Shipping Charge, less the Commission (the "Seller Proceeds"). Any amount payable to a Venue in connection with a sale is paid by Brush & Tell and does not reduce the Seller Proceeds.

9.7 Timing of Payouts. Seller Proceeds are held, and are not payable, until the Return Period for the Order has ended, which is 7 days after the Delivery Date. Brush & Tell then releases the Seller Proceeds for payout through the Payment Processor. The time for funds to reach the Seller's bank account is determined by the Payment Processor and the Seller's bank. Brush & Tell may delay or withhold a payout, for no longer than reasonably necessary, while a return, refund, claim, chargeback, suspected fraud, suspected breach of these Terms or legal requirement relating to the Seller or the Order is pending or under investigation. Suspension or termination of a Seller's Account does not forfeit Seller Proceeds for a completed sale, which remain payable under this Section less any amount the Seller owes under Section 9.8. Seller Proceeds that cannot be paid because the Seller has not kept a payout account in good standing will be held and, where applicable, handled as unclaimed property law requires. No interest accrues on any amount held.

9.8 Reversals, Set-Off and Reimbursement. If an Order is refunded, returned, charged back or cancelled, in whole or in part, the sale is reversed to that extent and the Seller is not entitled to the corresponding Seller Proceeds. Brush & Tell may recover any amount the Seller owes under these Terms, including Seller Proceeds already paid for a reversed sale, by withholding it from amounts held for the Seller, by setting it off against any future Seller Proceeds, by debiting the Seller's account with the Payment Processor to the extent the Payment Processor permits, or by any other lawful means. The Seller shall pay any remaining balance promptly on Brush & Tell's request. Where a refund or chargeback results from the Seller's breach of these Terms, the Seller shall also reimburse Brush & Tell for the related fees and costs, including return shipping.

9.9 Fulfillment. For each Order to be shipped, the Seller shall pack the Artwork so that it will travel safely, ship it within 5 business days after the date of the Order with tracking and insured for the Listing Price, and, on the day it ships, select Mark as shipped on the Seller's Sales page and enter the carrier and the tracking number. Except as Section 9.10 provides, the Seller bears the risk of loss of or damage to the Artwork until title passes to the Buyer under Section 6.5, and the Seller's recourse for loss or damage in transit is against the carrier and the shipping insurance. Where a Buyer makes a claim under Section 6.6 or 8.3, Brush & Tell administers the claim and the refund, will notify the Seller of the claim, and will consider any information the Seller provides promptly. The Seller shall cooperate promptly, including in any claim against the carrier. The Seller shall accept each return made in accordance with Section 8.

9.10 Artwork at a Venue. If a Seller agrees to the placement of Artwork at a Venue, the Seller authorizes Brush & Tell (a) to place and display the Artwork at the Venue; (b) to permit the Venue to hold the Artwork and to release it against a pickup code; and (c) to display the Seller's name, the title of the Artwork and the Listing Price on or near the Artwork. As between Brush & Tell and the Seller, and notwithstanding Sections 7.3, 8.5, 14, 19 and 22.5, Brush & Tell is responsible for loss of or damage to the Artwork that occurs while the Artwork is at the Venue or otherwise in Brush & Tell's custody, in an amount not to exceed the Listing Price. Payment of that amount is the Seller's sole and exclusive remedy for that loss or damage, and Section 17.2 does not reduce it. Nothing in these Terms waives any right of a Seller under a law governing the consignment of works of fine art, or under any other law, that cannot be waived by agreement.

9.11 Independent Status; Taxes. Each Seller is an independent seller and is not an employee, contractor, partner, joint venturer or, except as Section 3.3 provides, agent of Brush & Tell. The Seller is solely responsible for all income and other taxes on amounts the Seller receives, other than the sales tax that Brush & Tell collects and remits on Orders. Brush & Tell and the Payment Processor may require tax information from the Seller, may file any information return the law requires, and may withhold any tax the law requires to be withheld.

9.12 Promotional Offers. A Promotional Rate or other promotional term applies only as stated in the written offer from Brush & Tell or in the applicable Official Rules, and only to the sales identified there.

9.13 New Artist Rate. On the first sale of Artwork that a Seller makes directly on the Services, Brush & Tell's Commission is 10 percent of the Listing Price. On each later sale of Artwork that the Seller makes directly on the Services within 12 months after Brush & Tell first approves the Seller under Section 9.1, the Commission is 20 percent of the Listing Price (together, the "New Artist Rate"). A sale is made directly on the Services unless it is attributed to a Venue. A sale attributed to a Venue carries the Commission stated in Section 9.6 and is not the Seller's first sale for the purposes of this Section. The New Artist Rate does not apply to the sale of an Entered Work, which Section 10.3 governs, or to any sale made after the Seller becomes an Entrant. It applies once to each person, whatever the number of Accounts that person holds.

10. The Brush & Tell Art Competition

10.1 Official Rules. Each Competition is governed by its Official Rules, which control over these Terms to the extent of any conflict as to that Competition. Eligibility, entry, voting, prizes and the selection of winners are determined solely under the Official Rules, subject to Section 10.4.

10.2 Sale of an Entered Work. Artwork entered in a Competition (an "Entered Work") may not be listed or sold at a fixed price until the Competition has ended, as the Official Rules provide. Any sale of an Entered Work during the Competition is permitted only in the manner, and to the extent, that the Official Rules allow. Entering a Competition does not require an Entrant to sell the Entered Work.

10.3 No Commission on an Entered Work. An Entrant who sells an Entered Work in accordance with the Official Rules receives 100 percent of its sale price, and Brush & Tell charges no Commission on that sale. This Section does not apply to a sale attributed to a Venue at which the Entered Work is displayed, which carries the Commission stated in Section 9.6.

10.4 Disqualification. In addition to any right under the Official Rules, Brush & Tell may, in its sole judgment and at any time, refuse or remove any entry and disqualify any Entrant from a Competition if Brush & Tell considers any content the Entrant submits or posts to be inappropriate, offensive or in poor taste, or if the Entrant breaches these Terms or the Official Rules. A disqualified Entrant's entries are withdrawn from the Competition, and the Entrant is not eligible for any prize in it.

11. User Conduct

11.1 Prohibited Conduct. You shall not, and shall not assist or permit any other person to:

(a) use the Services for any unlawful, fraudulent, deceptive or harmful purpose, or in violation of these Terms;
(b) provide false, inaccurate or misleading information, or impersonate any person or misrepresent an affiliation with any person;
(c) purchase, sell or arrange to purchase or sell outside the Services any Artwork listed on the Services, or otherwise circumvent the checkout of the Services or the Commission;
(d) manipulate any price, bid, vote, review or ranking, including by bidding on, or voting for, your own Artwork or arranging for another person to do so;
(e) copy, scrape, harvest, index or extract any content or data from the Services by automated means, or use any content from the Services to train or develop any machine learning or artificial intelligence model;
(f) reproduce, distribute, publicly display or create derivative works from any Artwork image or other content on the Services, except as these Terms permit;
(g) access, tamper with or use any non-public part of the Services, or probe, scan or test the vulnerability of any system or circumvent any security or access control;
(h) interfere with, disrupt or place an unreasonable load on the Services, or introduce any virus or other harmful code;
(i) interfere with any other User's Account, Listing or Order, or harass, threaten or defame any person;
(j) collect or use personal information about other Users except as necessary to complete an Order; or
(k) use the Services if Brush & Tell has suspended or terminated your Account or your access.

11.2 Enforcement. Brush & Tell may, but has no obligation to, monitor the Services and investigate any suspected violation of these Terms. Brush & Tell may take any action it considers appropriate in response to a suspected violation, including the actions described in Section 4.4, and may report suspected unlawful conduct to, and cooperate with, law enforcement and other authorities.

12. User Content

12.1 Ownership. As between you and Brush & Tell, you retain ownership of your User Content, subject to the license in Section 12.2.

12.2 License to Brush & Tell. You grant Brush & Tell a non-exclusive, worldwide, royalty-free, fully paid license, with the right to sublicense to its service providers and to Venues and transferable to any successor to its business, to host, store, reproduce, adapt for format and display (including by resizing and cropping), publish, publicly display and distribute your User Content, and to use the name, likeness and biographical information you provide, in any media, for the purposes of operating and providing the Services and, subject to Section 12.3, promoting them. This license does not permit Brush & Tell to use images of Artwork to train generative artificial intelligence models.

12.3 Duration and Promotional Use. The license in Section 12.2 continues for as long as the User Content remains on the Services and afterward to the extent reasonably necessary for backup and archival copies, records of Orders, and compliance with law. Brush & Tell may use a Seller's name, likeness, profile and images of the Seller's listed Artwork to promote the Services while the Listing is published and for 12 months after it ends, and will credit the Seller where reasonably practicable. A Seller may at any time ask Brush & Tell, by writing to info@brushandtell.com, to stop using an image in new promotional material, and Brush & Tell will honor the request within a reasonable time. Brush & Tell is not required to recall or alter material published or distributed before the request or before that period ends.

12.4 Your Responsibility for User Content. You are solely responsible for your User Content. You represent and warrant that you own it or hold every right necessary to submit it and to grant the license in Section 12.2, and that it is accurate, is not unlawful, and does not infringe or violate the rights of any person.

12.5 Refusal and Removal. Brush & Tell has no obligation to host, display or retain any Listing or other User Content. Brush & Tell may, in its sole judgment and for any reason or no reason, refuse to publish, or remove or disable access to, any Listing or other User Content at any time, with or without notice. Any User may report a Listing, profile or other content by writing to info@brushandtell.com.

12.6 Feedback. If you provide suggestions, ideas or other feedback about the Services, Brush & Tell may use them without restriction and without any obligation to you.

13. Intellectual Property

13.1 Ownership of the Services. The Services, including their software, design, text, graphics and the Brush & Tell name, logos and other marks, are owned by Brush & Tell or its licensors and are protected by intellectual property laws. Except for the limited license in Section 13.2, these Terms grant you no right, title or interest in the Services or in any Brush & Tell mark.

13.2 Limited License. Subject to your compliance with these Terms, Brush & Tell grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purposes. Brush & Tell reserves every right not expressly granted.

13.3 Copyright Complaints. Brush & Tell responds to notices of claimed copyright infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. Section 512. A notice must be sent to Brush & Tell's designated agent at: Copyright Agent, Brush & Tell, LLC, 1500 N Grant St Suite N, Denver, CO 80203, (720) 675-7329, info@brushandtell.com. The notice must include (a) the physical or electronic signature of the copyright owner or a person authorized to act for the owner; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to infringe and information reasonably sufficient to locate it on the Services; (d) the complaining party's address, telephone number and email address; (e) a statement that the complaining party has a good faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act for the owner. A User whose material is removed may submit a counter-notice that meets the requirements of that statute.

13.4 Infringement and Repeat Infringers. Brush & Tell may suspend or terminate the Account of any User who infringes the intellectual property rights of others, including on the first occasion, and will, in appropriate circumstances, terminate the Account of any User who repeatedly infringes those rights.

14. Third-Party Services

The Services rely on, and may link to, services operated by third parties, including the Payment Processor, sign-in providers, carriers and Venues. Those third parties are independent of Brush & Tell, and your use of their services is governed by their own terms and privacy policies. Brush & Tell does not control, and is not responsible or liable for, any third-party service, website, product or content, or for any act or omission of any third party.

15. Communications and Electronic Records

15.1 Electronic Communications. You consent to receive communications from Brush & Tell electronically, including by email to the address on your Account and by notice posted on the Services. You agree that every agreement, notice, disclosure and other communication that Brush & Tell provides to you electronically satisfies any legal requirement that it be in writing, and that Brush & Tell may keep its records in electronic form. A notice sent by email is deemed given when sent. You may withdraw this consent, or request a paper copy of any communication, by writing to info@brushandtell.com; because the Services are provided electronically, Brush & Tell may close your Account if you withdraw consent. To receive and keep electronic communications you need a device with Internet access, a current web browser and a working email address, and you shall keep the email address on your Account current.

15.2 Transactional and Marketing Email. Brush & Tell sends the email that an Account or an Order requires, including receipts, shipping notices and messages about returns, refunds or problems, and you may not opt out of that email while your Account is open or an Order is pending. Brush & Tell sends marketing email only to persons who have subscribed to its email list or a waitlist or have otherwise asked or agreed to receive it. Each marketing email contains an unsubscribe link and Brush & Tell's mailing address.

15.3 Electronic Acceptance. An Account holder accepts these Terms and the Privacy Policy together by checking the acceptance box presented at the first sign-in to the Account, and again whenever Brush & Tell presents a new version for acceptance. That acceptance applies to every Order, Listing, entry and other use of the Services made while the accepted version is in effect, and no further acceptance is required at checkout. You agree that your electronic acceptance is your signature and has the same legal effect as a handwritten signature. Brush & Tell records the version and text accepted, the Account, the date and time, and the network address from which the acceptance was made, and will provide a copy of that record to the Account holder on request.

15.4 Notices to Brush & Tell. Any notice to Brush & Tell under these Terms must be in writing and sent to info@brushandtell.com or to Brush & Tell, LLC, 1500 N Grant St Suite N, Denver, CO 80203.

16. Disclaimers

16.1 Services Provided As Is. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT AVAILABLE THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. THE BRUSH & TELL PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE BRUSH & TELL PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE OF ERRORS OR HARMFUL COMPONENTS, OR THAT ANY CONTENT IS ACCURATE OR COMPLETE.

16.2 Artwork, Listings and Users. LISTINGS ARE CREATED BY SELLERS. THE BRUSH & TELL PARTIES MAKE NO REPRESENTATION OR WARRANTY ABOUT ANY ARTWORK, LISTING, SELLER, BUYER, ENTRANT OR VENUE, INCLUDING ABOUT THE AUTHENTICITY, ORIGINALITY, AUTHORSHIP, OWNERSHIP, PROVENANCE, CONDITION, QUALITY, SAFETY, LEGALITY OR VALUE OF ANY ARTWORK, THE ACCURACY OF ANY LISTING, OR THE ABILITY OF ANY USER TO COMPLETE A TRANSACTION. NO ARTWORK IS OFFERED AS AN INVESTMENT, AND NO STATEMENT ON THE SERVICES IS AN APPRAISAL.

16.3 Rights That Are Not Affected. Nothing in this Section 16 limits the refunds, payments and other remedies these Terms expressly provide, a Seller's warranties to a Buyer under Section 9.3, or any warranty or right that applicable law does not permit to be excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions above may not apply to you.

17. Limitation of Liability

17.1 Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BRUSH & TELL PARTIES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES, ANY ARTWORK, ANY ORDER, ANY USER CONTENT, THE CONDUCT OF ANY USER, VENUE OR OTHER THIRD PARTY, OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

17.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS SECTION 9.10 PROVIDES, THE TOTAL LIABILITY OF THE BRUSH & TELL PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED (A) FOR A CLAIM RELATING TO AN ORDER, THE AMOUNT THE BUYER PAID FOR THAT ORDER OR, WHERE THE CLAIMANT IS THE SELLER, THE SELLER PROCEEDS OF THAT ORDER; AND (B) FOR ANY OTHER CLAIM, ONE HUNDRED U.S. DOLLARS (US $100).

17.3 Basis of the Bargain. The limitations in this Section 17 apply to every claim, whether in contract, tort (including negligence), strict liability, statute or otherwise, and apply even if a remedy fails of its essential purpose. They reflect a reasonable allocation of risk and are an essential basis of the bargain between you and Brush & Tell. Nothing in these Terms excludes or limits any liability that applicable law does not permit to be excluded or limited, including liability for fraud or for willful and wanton conduct. Some jurisdictions do not allow the limitation of certain damages, so some of the limitations above may not apply to you.

17.4 Time to Bring Claims. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM ACCRUES. A CLAIM NOT COMMENCED WITHIN THAT PERIOD IS PERMANENTLY BARRED.

18. Indemnification

To the fullest extent permitted by law, you shall defend, indemnify and hold harmless the Brush & Tell Parties from and against every claim, demand, action, liability, loss, damage, judgment, settlement, penalty, cost and expense, including reasonable attorneys' fees, arising out of or relating to (a) your breach of these Terms or of any representation or warranty in them; (b) your User Content; (c) your violation of any law or of any right of any person; (d) your misuse of the Services; (e) any dispute between you and another User, a Venue or any other third party; and (f) where you are a Seller, any Artwork you offer or sell, your Listings, the title to, authorship, originality or description of that Artwork, and any tax you owe. Brush & Tell may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you shall cooperate with that defense and shall not settle any such matter without Brush & Tell's prior written consent. This Section does not require you to indemnify a Brush & Tell Party for a claim to the extent it results from that party's own gross negligence, fraud or willful misconduct.

19. Release

Brush & Tell is not a party to any dispute between Users, or between a User and a Venue, carrier or other third party. To the fullest extent permitted by law, you release the Brush & Tell Parties from every claim, demand and damage of every kind, known or unknown, arising out of or relating to any such dispute, other than the refunds, payments and other remedies these Terms expressly provide. If you are a California resident, you waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

20. Governing Law and Disputes

20.1 Governing Law. These Terms, and every claim arising out of or relating to them or to the Services, are governed by the laws of the State of Colorado, without regard to its conflict of laws rules.

20.2 Informal Resolution First. Before commencing any court proceeding, the party asserting a claim shall send the other party a written notice that describes the claim and the relief requested, addressed to Brush & Tell at info@brushandtell.com or to you at the email address on your Account or, if you have no Account, at the contact information you have provided. The parties shall attempt in good faith to resolve the claim for 30 days after the notice is sent, and neither party may commence a proceeding before that period ends, except a proceeding for temporary or preliminary injunctive relief to prevent irreparable harm. Any limitation period, including the period in Section 17.4, is tolled during those 30 days.

20.3 Exclusive Forum. Any claim that is not resolved under Section 20.2 must be brought exclusively in the state or federal courts sitting in Denver, Colorado. You and Brush & Tell each irrevocably consent to the personal jurisdiction of, and venue in, those courts and waive any objection that the forum is inconvenient. Either party may instead bring an individual claim in a small claims court of competent jurisdiction where the claim qualifies.

20.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BRUSH & TELL EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

20.5 Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BRUSH & TELL EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING.

21. Changes to These Terms

21.1 New Versions. Brush & Tell may revise these Terms and the Privacy Policy at any time. Brush & Tell will post each new version on the Services with its effective date and, for a change that materially affects the rights of Account holders, will send notice to the email address on each Account at least 7 days before the new version takes effect. At the next sign-in after a new version takes effect, an Account holder will be asked to accept it before continuing to use the Account, except as Section 21.3 provides. A Visitor's continued use of the Services after the effective date of a new version constitutes acceptance of it.

21.2 Orders and Claims Under a Prior Version. An Order remains subject to the return, refund and payout provisions of the version of these Terms in effect when the Order was placed. A new version does not apply to a claim of which either party gave the other written notice before its effective date.

21.3 Declining a New Version. An Account holder who does not accept a new version may use the Account only to complete or return an Order already placed and to close the Account, and the version previously accepted continues to govern that use. Brush & Tell may suspend the Listings of a Seller who has not accepted the current version.

22. General Provisions

22.1 Entire Agreement. These Terms, together with any Additional Terms and any separate written agreement described in Section 1.4, are the entire agreement between you and Brush & Tell concerning the Services and supersede every prior agreement and understanding on that subject. No statement in a Listing, an email, a social media post, an advertisement or any other communication adds to or changes these Terms, except a written offer of a Promotional Rate made by Brush & Tell.

22.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect.

22.3 No Waiver. No failure or delay by Brush & Tell in exercising any right under these Terms waives that right. A waiver is effective only if it is in writing and signed by Brush & Tell.

22.4 Assignment. You may not assign or transfer these Terms, your Account or any right or obligation under them without Brush & Tell's prior written consent, and any attempt to do so is void. Brush & Tell may assign these Terms, in whole or in part, without restriction, including to an affiliate or to a successor to all or part of its business.

22.5 Force Majeure. Brush & Tell is not liable for any delay or failure to perform that results from a cause beyond its reasonable control, including an act of God, natural disaster, epidemic, labor dispute, governmental action, failure of a carrier, utility, network or third-party service provider, or unlawful act of a third party.

22.6 Relationship; No Third-Party Beneficiaries. Except as Section 3.3 provides or applicable law requires, nothing in these Terms creates an agency, partnership, joint venture, employment or fiduciary relationship between you and Brush & Tell. These Terms confer no right on any person other than the parties, except that (a) a Buyer and a Seller may each enforce against the other the provisions of these Terms that govern the sale between them, and (b) each of the Brush & Tell Parties may enforce Sections 16 through 19.

22.7 Survival. Sections 1, 2, 3.2, 3.3, 5.7, 8.5, 9.3, 9.4, 9.7 through 9.11, 12, 13.1, 13.3 and 14 through 22, and every other provision that by its nature should survive, survive the closing of an Account and the termination of these Terms.

22.8 Notice to California Residents. Under California Civil Code Section 1789.3, California Users are entitled to the following notice. The Services are provided by Brush & Tell, LLC, 1500 N Grant St Suite N, Denver, CO 80203, (720) 675-7329, info@brushandtell.com. The charges for the Services are stated in Section 9.6 and at checkout. To resolve a complaint about the Services or to receive further information about their use, write to Brush & Tell at that address. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

22.9 Contact. Brush & Tell, LLC, 1500 N Grant St Suite N, Denver, CO 80203. info@brushandtell.com.