ARTIST PLATFORM LISTING AGREEMENT

Effective Date: 28/07/2025

Last updated: 28/07/2025

This Artist Platform Listing Agreement (the “Agreement”) is made and entered into as of the date the Artist electronically accepts these terms via the PickArt Platform (the “Effective Date”), by and between:

PickArt AG (“PickArt”), CHE-473.191.197, a company incorporated under the laws of Switzerland with its registered office at Via Maistra 55, 7513 Silvaplana, Switzerland; and

The person (“Artist”) who has registered an account and accepted this Agreement by clicking “Accept” or otherwise electronically agreeing to its terms on the PickArt platform interface.

By clicking “Accept” or otherwise electronically indicating agreement, the Artist acknowledges that they have read, understood, and agreed to be bound by the terms of Hereinafter, collectively referred to as the “Parties.”

1. Purpose and Definitions

This Agreement sets forth the terms and conditions under which PickArt provides its platform service and QR code labels for the Artworks listed by the Artist.

Definitions:

2. Obligations of the Parties

2.1. Artist's Responsibilities

• a) The Artist shall provide all necessary information about each Artwork to PickArt, including high-quality images that comply with the Guidelines (https://www.pickart.com/photo-guidelines), Artwork details (such as title, dimensions, and medium), price, artist name, and any other relevant details required for the listing.
• b) The Artist must ensure that all images and information provided comply with the quality and content requirements outlined in the Guidelines at https://www.pickart.com/photo-guidelines. If the submitted images or details do not meet the required standards or if any necessary information is missing, PickArt reserves the right to request new images or additional details. The Artist shall provide the requested revisions within 5 days of receiving such a request.
• c) The Artist shall choose the display location for each Artwork at their discretion (e.g., hotel, restaurant, gallery, or digital platform). The Artist is responsible for ensuring that the QR code label provided by PickArt is clearly displayed next to or on the Artwork.
• d) The Artist guarantees that they have the necessary rights to the Artwork and its intellectual property, including the right to list and sell the Artwork on PickArt's platform. The Artist agrees to provide a Certificate of Authenticity for each Artwork upon request by either PickArt or a prospective buyer.
• e) The Artist grants PickArt the right to use the Artwork images and associated information for listing, marketing, and promotional purposes, including on the PickArt platform and in related advertising materials.
• f) The Artist is solely responsible for ensuring that the Artwork's display location complies with all applicable laws, regulations, and third-party agreements. PickArt shall not be held liable for any violations of such laws.
• g) The Artist is responsible for ensuring that the Artwork, its description, and associated images do not infringe upon any third-party intellectual property rights.
• h) The Artist is responsible for handling the placement, delivery, intellectual property rights transition from the Artwork owner to the purchaser, and the provision of the Certificate of Authenticity. The Artist guarantees the fulfillment of the agreed delivery terms to maintain the platform’s reputation.
• i) The Artist shall bear full responsibility for the successful delivery of Artworks to buyers, including any issues related to delays, damages, or non-delivery. In the event of a dispute regarding delivery, the Artist shall engage directly with the buyer to resolve the matter and provide necessary proof of shipment, tracking information, or any other required documentation.
• j) Artist holds full responsibility for any loss, theft, or damage of the Artwork during transportation, handling, or display. The Artist is encouraged to maintain appropriate insurance coverage for such risks. PickArt shall not be held liable for any such incidents.
• k) The Artist represents and warrants that they are the original author and creator of each Artwork listed, and that they hold full and exclusive rights to use, list, and sell the Artwork on the PickArt platform. The Artist shall provide evidence of authorship upon PickArt’s request. Listings of works authored by others or works without proper authorship documentation are strictly prohibited.

2.2. PickArt’s Responsibilities

• a) PickArt shall list the Artwork details provided by the Artist on its platform and assign a unique QR code for each Artwork.
• b) PickArt shall facilitate the online purchase process for Artworks, but it is not responsible for logistics, delivery, or the transfer of ownership or intellectual property rights related to the Artworks. PickArt shall not be deemed a party to the transaction between Artist and Buyer and assumes no liability beyond technical facilitation.
• c) PickArt reserves the right to remove or suspend any Artwork listing that does not comply with the quality standards, lacks necessary information, or is subject to a dispute regarding ownership, authenticity, or intellectual property rights.
• d) PickArt reserves the right to request adjustments to the placement of the QR code to ensure proper visibility and functionality. The Artist shall comply with such requests within 5 days.
• e) Upon completion of an Artwork purchase, PickArt shall notify the Artist by email without undue delay. This notification will include the buyer's contact details, delivery address, and any relevant order information. The email will be sent to the Artist’s email address, which is set in this Agreement and should be kept up to date.
• f) PickArt is not responsible for any legal, contractual, or financial matters concerning the Artist’s relationship with third parties (e.g., galleries, hotels, or display locations). It is the Artist's responsibility to ensure that their Artworks and display locations comply with relevant laws and contractual obligations.

2.3. QR Code Label Assignment and Replacement

Each QR Code Label is uniquely linked to a specific Artwork. The Artist may either:

• (a) print the QR Code Label themselves using the digital file provided by PickArt, or
• (b) request a printed label from PickArt.

In both cases, the Artist shall attach the QR Code Label visibly next to or on the corresponding Artwork and send PickArt a clear photograph showing both the Artwork and the label. This image will be used to verify and finalize the digital listing.

When an Artwork is sold, the Artist is encouraged to replace it with a new Artwork and repeat the process. This replacement cycle is considered a regular part of ongoing cooperation under this Agreement.

2.4. Artwork Returns and Refunds to Buyers

• a) The Artist acknowledges that, under Swiss consumer protection law, there is no statutory right of withdrawal for purchases where the buyer has had an opportunity to view the item physically. The Artist confirms that all Artworks displayed and offered for sale through the PickArt platform are made available for in-person viewing at the Artist’s designated display locations.
• b) Consequently, all sales of Artworks facilitated via the PickArt platform shall be deemed final. PickArt does not provide, administer, or facilitate any return or refund policy for Artworks sold under this Agreement.
• c) In the event a buyer lodges a complaint or requests a return following the completion of a sale, including but not limited to reasons such as change of mind, mismatch of style or size, the Artist shall assume full responsibility for resolving the matter directly with the buyer. PickArt shall not be obligated to intervene, mediate, or refund any portion of the purchase once payment has been processed.
• d) If the Artist decides to accept a return and issue a refund to the buyer, the refund shall be made at the Artist’s own expense. The Artist shall not be entitled to reclaim any payments, commissions, or processing fees previously retained by PickArt.
• e) If PickArt incurs a chargeback or refund fee from a third-party payment processor related to an Artwork sold by the Artist, the Artist agrees to reimburse PickArt for the full amount within ten (10) business days of written notice. PickArt reserves the right to offset such amounts against any future commissions or payments owed to the Artist.
• f) The Artist agrees to inform potential buyers, upon inquiry, that all Artwork sales are final unless otherwise explicitly stated in writing by the Artist before purchase.

3. Intellectual Property & Liability

• 3.1. PickArt is not responsible for any intellectual property rights violations stemming from the images of Artworks provided by the Artist.
• 3.2. The Artist guarantees that all images provided to PickArt are free of any third-party claims and that PickArt has full rights to use them for listing and marketing purposes.
• 3.3. PickArt shall not be liable for any claims related to ownership disputes, authenticity challenges, delivery failures, or buyer dissatisfaction. The Artist assumes full responsibility for addressing such concerns with the Artwork owner or buyer. PickArt shall not be responsible for any losses (including reputational) arising from Artist’s failure to meet their obligations.

4. Billing & Payment

• 4.1. PickArt facilitates the billing process for Artwork purchases and collects the full purchase amount from the buyer upon the sale of an Artwork.
• 4.2. PickArt’s commission for its services under this Agreement is 5% of the total sale price of each Artwork sold through the platform. This commission applies to all transactions facilitated by PickArt, irrespective of any additional fees or costs related to delivery, processing, or Artist’s obligations.
• 4.3. Upon the sale of an Artwork, PickArt will collect payment from the buyer. PickArt shall deduct its 5% commission at the moment of transaction and immediately transfer the remaining balance (95%) to the Artist via PickArt’s designated payment processor, Stripe.
• The Artist acknowledges and agrees that Stripe applies its own payment processing fees, which shall be automatically deducted from said amount prior to receipt by the Artist. Such processing fees are variable and depend on factors including, but not limited to, the Artist's jurisdiction, the buyer's payment method, and applicable currency conversions. The applicable fees charged by Stripe are publicly available and may be reviewed at the following address: https://stripe.com/pricing.
• Consequently, the net amount received by the Artist may vary, and is typically between eighty-nine percent (89%) and ninety-two percent (92%) of the total purchase price. PickArt does not hold funds in escrow or delay payments. The Artist is solely responsible for fulfilling the order, ensuring delivery, and handling any disputes or refund requests directly with the buyer. Furthermore, the Artist shall be solely responsible for settling any related financial obligations or consequences with the artwork owner or artist, including in cases of dispute, return, or chargeback.
• 4.4. The Artist is responsible for remitting payments to the respective Artwork owners if applicable.
• 4.5. Payments shall be made in local currency, as determined by the Artist’s jurisdiction or as otherwise agreed between the Parties. All payments shall be made to the Artist's bank account. PickArt is not liable for failed or delayed payments due to incorrect banking details provided by the Artist.
• 4.6. PickArt reserves the right to withhold payments if there are unresolved disputes regarding delivery, authenticity, or if the Artist is in breach of their obligations under this Agreement.
• 4.7. To receive payments from PickArt, the Artist must create and maintain an active account with Stripe, PickArt’s designated third-party payment processor. The Artist acknowledges that failure to do so may prevent them from receiving funds for any sold Artworks. PickArt is not responsible for any delays or failures caused by the Artist’s inability or refusal to set up a Stripe account.

5. Termination

• 5.1. Either party may terminate this Agreement by providing sixty (60) days’ written notice to the other party. Upon the effective date of termination, all of the Artist’s current Artwork listings shall be immediately removed from the PickArt Platform. Any pending transactions initiated prior to the effective date of termination shall be completed in accordance with the terms of this Agreement.
• 5.2. Return of QR Code Labels Upon termination of this Agreement: For QR Code Labels designed and provided by PickArt with PickArt’s branding, the Artist shall return all undamaged labels to PickArt within ten (10) business days. In the event of loss or damage to a PickArt label, the Artist shall pay a replacement fee of CHF 50 per label, which represents a contractual penalty for administrative handling and reissuance, and does not reflect the production cost of the label. The Artist shall not produce or replicate QR Code Labels independently without prior written consent from PickArt.

6. Governing Law & Dispute Resolution

• 6.1. This Agreement shall be governed by and construed in accordance with Swiss law.
• 6.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its validity, breach, or termination, shall first be submitted to mediation before resorting to litigation...
• 6.3. Neither party shall be liable for any failure or delay in performance under this Agreement...

7. Confidentiality

• 7.1. Each party agrees to maintain the confidentiality of all proprietary and financial information related to this Agreement. This includes but is not limited to commercial terms, sales data, client identities, QR code mechanics, platform technologies, and other non-public information.
• 7.2. This confidentiality obligation shall survive the termination of this Agreement.

8. Electronic Acceptance

The Artist acknowledges and agrees that by clicking the “Accept” button, checkbox, or similar electronic acceptance mechanism presented on the PickArt Platform, they are entering into a legally binding agreement with PickArt AG and agree to all terms set forth in this Artist Platform Listing Agreement, including the terms that are referred to as web links (e.g. in clause 2.1 (a, b) and clause 8).

This electronic acceptance shall have the same legal force and effect as a handwritten signature and shall be deemed equivalent to physical signing for all purposes under applicable law, including the Swiss Code of Obligations and any relevant international standards such as the eIDAS Regulation or the UNCITRAL Model Law on Electronic Commerce.

The Artist confirms that they have had access to the full version of this Agreement via https://pickart.com/terms-artist-4 before acceptance. By clicking "Accept," the Artist agrees to be bound by the current version, as indicated by the version date displayed on that page.

Updates to the Agreement

PickArt AG reserves the right to update or amend this Agreement from time to time. When a new version is published, PickArt will notify the Artist via email in advance. The updated version will be made available at https://pickart.com/terms-artist-4.

The Artist must review and electronically accept the updated terms before continuing to use the PickArt Platform. If the Artist does not accept the new terms, PickArt reserves the right to restrict or terminate the Artist’s access to the Platform.