C-lective Fine Art LLC

Membership Terms & Conditions

Welcome to the C-Lective fine art community! As you know, C- Fine Art LLC (the “Company”) is an immersive, members-only, rotational art experience for people (like you!) looking to enrich their lives through art, and begin their journey as contemporary art collectors. This Membership Agreement and the Standard Terms below (together, and with the attached exhibits and schedules, the “Agreement”), sets forth the terms upon which you will receive regular deliveries and installation of curated artworks from C-Lective, connect with artists, learn their stories, and develop an appreciation for their work. We are excited and thankful for your interest!

In celebration of our mutual interest and shared passion for contemporary fine art, Company and the purchasing member (the “Member” or “you”) are entering into this Agreement as of the date purchased proceeding the checkout process (the “Effective Date”). Capitalized terms used but not defined here have the meanings provided in the Standard Terms.

During the Term of your membership, you will enjoy the loan of one original contemporary fine artwork (each a “Work” and collectively, the “Works”), selected by us, with your input, for consecutive three-month periods (each, a “Loan Period”) . All Works provided to you through your membership will be delivered and installed at the address set forth above (the “Installation Site”) by a professional art shipping and delivery service. You agree to keep the Works at the Installation Site, as installed, and properly insure such Works unless we agree otherwise in advance and in writing. We may occasionally recall any Work loaned to you; however, rest assured, we’ll always replace any recalled Work with another Work within three (3) business days.

You will be charged an annual, non-refundable membership fee of $2,500 USD (the “Annual Membership Fee”), which will be payable on the Effective Date (or, as applicable, before the commencement of any Extension Term).

The Annual Membership Fee is subject to adjustment each year; we will provide you notice of any such increase at least thirty (30) days before the end of the then-current Term. We’re thrilled to offer you the opportunity to make any Work delivered to you a permanent part of your collection! If you wish to purchase a Work, simply let us know—we’ll confirm that the Work is available for sale and not already sold or reserved. We’ll also provide all the details you need to complete the purchase, including the price, accepted payment methods, and timing.

Your Initial Membership Term is twelve (12) months and will automatically renew for additional period(s) of twelve (12) months unless you notify us in writing of your wish to terminate at least ten (10) business before the end of the then-current Term. Please send any notices required under this Agreement to hello@c-lective.com or kevin@c-lective.com.

We are committed to enhancing your experience by providing you with educational resources about

contemporary fine art, and will occasionally offer opportunities to meet and engage directly with contemporary artists, and invite you to exclusive contemporary fine art community events. We’re thrilled to have you with us. Let’s explore the inspiring world of contemporary fine art together!

By completing the checkout process, you agree to follow and be bound by the terms of this Letter, and by our Standard Terms below.

Warm regards,

C-lective Fine Art LLC

1. Conditions Precedent: Company’s obligations hereunder are subject to (a) Company’s receipt of a fully executed copy of this Agreement and (b) Company’s receipt of the Annual Membership Fee (as defined below) (collectively, the “Conditions Precedent”).

2. TERM: This Agreement will continue for a term of twelve (12) months commencing on the Effective Date (the “Initial Member Term”), and will be automatically extended for additional consecutive twelve (12) month terms (each, an “Extension Term,” and, together with the Initial Member Term, the “Term”), unless Member provides Company written notice of non-renewal no fewer than thirty (30) days prior to the end of the then-current Term.

3. MEMBERSHIP FEE: Upon execution of the Agreement by Member, and prior to the commencement of each Extension Term, Member will pay an annual, non-refundable membership fee in the initial amount of $2,500 USD (the “Annual Membership Fee”). Annual memberships automatically renew until cancelled by written notice to Company. The Annual Membership Fee will be billed via credit card, check, or such other payment method as is designated by Company. If we cannot charge the Member’s payment method for any reason (such as expiration or insufficient funds), and the Member has not cancelled the membership, Member will remain responsible for any uncollected amounts, and Company will attempt to charge the payment method as Member may update their payment method information. This may result in a change to the start of your next membership period and may change the date on which you are billed for each period, as displayed on your receipt. We reserve the right to cancel your membership if we are unable to successfully charge your payment method to renew your Term. Company will notify Member of any increase in the Annual Membership Fee (with any annual fee increases clearly indicated), approximately thirty (30) days before the end of each twelve (12)-month Term. Member will be charged the Annual Membership Fee approximately ten (10) days before the end of each twelve (12)-month Term. Member agrees to pay any invoices raised by Company within thirty (30) days of the date of issue of the invoice. If an invoice is not paid in full within such thirty (30) day period, Company may at its election suspend the Member’s membership until the invoice has been paid in full. Company will not issue a refund or extend the membership period to cover any time that has been lost due to late payment of the invoice.

4. DELIVERY AND RETURN: Unless otherwise agreed in writing between Company and Member, Company will make arrangements for the delivery and return of the Works at the beginning of the term and at or near the end of each Loan Period. Member acknowledges that, unless recalled as provided herein, the loan of each Work terminates at the end of the Loan Period for such Work. Company will engage a professional art delivery and installation service (the “Handler”) to install and remove all Works at the Installation Site utilizing a universal, track-based art hanging system that minimizes intrusion of the walls at the Installation Site. Member will be available to accept delivery and pickup of the Works at the Installation Site and at the scheduled time of installation or pickup. Member agrees to comply with Company’s and the Handler’s reasonable instructions regarding delivery, pickup, and shipping materials. Member will cooperate with Company in all matters related to the delivery and return of the Works, providing access to the Installation Site and making themselves reasonably available to coordinate and facilitate such return.

5. INSPECTION AND REPORT: Immediately upon taking possession of a Work, Member will inspect the Work and notify Company within twenty four (24) hours if Member identifies any damage or other concern with the Work, its framing or at the Installation Site. Member will take photos of the front and back of such Work within twenty four (24) hours of acceptance and within twenty four (24) hours prior to return shipping to Company, and upon request will promptly provide Company all such photos as proof of condition. Member agrees to take reasonable measures to cause the Work to be maintained in good repair during the Term and until such time as the Work is retrieved by Company. Member will immediately report (and document with photographs) to Company any loss or damage of the Work while in Member’s possession, or any fact or circumstance that could subject the Work to damage. Upon assessment of such damage, Company will, at its election, either repair the damaged Work or replace the damaged Work within a reasonable time. Unless it is to move the Works to protect from further damage, Member will consult with Company and await Company’s instruction before moving any

Work from the place of installation (provided that, in the event of an emergency, Member will take prompt steps to protect and maintain the integrity of the Work). Member will not perform any framing/un-framing, conservation, or repair on the Work without the prior written consent of Company. Company will have the right to approve any repairs and restorations to the Works.

6. RISK OF LOSS AND DAMAGE: From the moment the Work is delivered to and installed at the Installation Site and until such Work is returned to and accepted by Company, Member will solely bear the risk of loss and damage for the Work and the framing of the Work. Member acknowledges and agrees that that the installation of Works will require installation of certain hanging systems onto one or more walls at the Installation Site. Company will use a professional Handler to effect the installation, exchange, and removal of all Works using a universal art hanging system.

7. INSURANCE: Member will maintain proper insurance policies for any Work delivered to Member, and agrees to name Company as an additional insured under such policies, from the moment a Work is delivered to Member until such Work is returned to and accepted by Company. Member agrees to accept full and absolute responsibility for any damage to or theft of any Work, and accepts liability for any deficiencies, deductibles, or exclusions in insurance coverage, including acts of vandalism. Member will, upon the Company’s written request, provide Company with a certificate evidencing insurance coverage as required hereunder.

8. NO PASSAGE OF TITLE TO MEMBER: Nothing herein will be construed as a transfer of title in any Work to Member or a grant of a power to Member to transfer title in any Work to a third party. Member will not transfer or attempt to transfer title in any Work to any third party without Company’s prior written consent.

9. PURCHASING WORK: Member may request to purchase any Work delivered to Member by notifying Company in writing of Member’s desire to purchase the Work, provided the Work is available for sale and has not been sold to or promised to a third party. Company will communicate the purchase price for such Work to Member upon Member’s request. Company will provide instructions for purchasing the Work, including payment methods and timelines for completing the transaction. Subject to Company’s receipt of full payment and the full execution of Company’s standard purchase agreement, ownership of the Work will be transferred to Member.

10. LIMITED ROYALITY OBLIGATION: In the event Member acquires a Work, and later sells such Work at a higher price than originally paid by such Member, Member acknowledges that the artist of the Work (or their successors and assigns) will be paid a commission equal to fifteen percent (15%) of the difference between the price paid for such Work, and the price actually received for the Work in such subsequent sale (excluding any fees paid by the Member in connection with the subsequent sale, the “Commission”). Member will be responsible for, and will pay from the proceeds of such sale, an amount equal to one-half such Commission, or seven and one-half percent (7.5%) of the difference between the price paid for such Work, and the price actually received for the Work in such subsequent sale. The terms of this royalty arrangement will be specified in the sales agreement between Company and Member, should Member elect to purchase a Work.

11. COPYRIGHT: Member acknowledges that Company does not own the copyright or other intellectual property rights in the Works and that therefore Company cannot grant, and does not grant, Member permission to reproduce, distribute, publish, publicly display, or otherwise exploit images of any Work. If Member desires to exploit images of any Work for any reason and in any way, it will be Member’s affirmative obligation to obtain the appropriate permission from the rightsholder under applicable law. Member warrants that it will obtain any permission from the owners or controllers of copyright in the Works, if any, prior to exploiting images of the Works. Member agrees to observe and comply with all copyright, trademark and other intellectual property laws and regulations, all moral rights including without limitation attribution rights, and all rights of privacy and publicity (individually and collectively, the “Intellectual Property Rights”) relating to the Works and agrees not to infringe or violate any such Intellectual Property Rights. Member further agrees not to input any Works into any generative artificial intelligence system without Company’s prior written consent.

12. RELATIONSHIP OF THE PARTIES: The Parties to this Agreement are acting independently and nothing in this Agreement will constitute a partnership or joint venture. No Party will be the other’s agent, and neither Party will make any commitment or incur liability for which the other may be liable. This Agreement does not intend hereby to create a gift, pledge, sales, or consignment of the Works. Any transaction in violation of this Agreement will be null and void and of no force or effect.

13. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION: Member represents and warrants to Company that: (a) each Work will be displayed in a safe and proper area, free from potential hazards such as flash lighting, water, fire, direct sunlight, mishandling, dirt, pests, or extreme changes in light, temperature, or humidity; (b) Member will exercise a high degree of care in handling each Work, taking all necessary precautions to protect such Work and prevent any damage, scratches, or harm to such Work, including without limitation by avoiding contact with sharp objects, chemicals, and abrasive surfaces, keeping it out of reach of children and pets, ensuring that it is securely mounted or displayed in a stable location, and periodically inspecting the Work to ensure ongoing safety and stability; (c) while a Work is in the possession of Member, the Work will remain at the Installation Site and Member will not lend or otherwise relinquish possession of the Work to any third party for any reason without the express written consent of Company; (d) Member will not represent or allow any misrepresentation that Member has an ownership or security interest in any Work or permit, cause, or consent to any lien or other encumbrance on any Work unless and until Member owns such Work; and (e) the Installation Site is a safe private residence and will not be undergoing renovations during the Term. Member will indemnify and hold harmless Company, the artist of each Work, and their respective affiliates entities (including members, managers, and employees of each of the foregoing), against any and all claims or demands arising out of breach or alleged breach by Member of this Agreement, or any tortious conduct of Member. This provision will survive termination of this Agreement.

14. CONFIDENTIALITY: During the Term, Member may receive, have access to, and otherwise be exposed to confidential and proprietary information of Company, including without limitation the terms of this Agreement and certain non-public, confidential information and materials relating to or concerning exhibitions, pricing, artists of the Works and other clients of Company. Member acknowledges that such information is confidential and agrees not to disclose any of the foregoing information to any third party without Company’s prior written consent. This provision will survive termination of this Agreement.

15. REMEDIES: Member acknowledges that in the event of a breach of any of Company’s obligations under this Agreement, the damage, if any, caused to Member thereby is not irreparable or otherwise sufficient to give rise to a right to injunctive or other equitable relief. Member agrees that its rights and remedies in the event of any breach of this Agreement by Company will be limited to the right, if any, to recover money damages in an action at law, and in no event will Member be entitled by reason of any such breach to seek injunctive or other equitable relief. MEMBER HEREBY AGREES THAT COMPANY WILL NOT BE LIABLE FOR, AND MEMBER AGREES TO WAIVE ALL CLAIMS RELATING TO, ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. The total cumulative liability of Company, whether in contract, tort (including negligence), or otherwise will not exceed the amount of the last Annual Membership Fee paid by Member to Company. The express obligations and warranties made by Company in this Agreement are in place of and to the exclusion (to the fullest extent permitted by law) of any other warranty, condition, term or undertaking of any kind, express or implied, statutory or otherwise, including (without limitation) as to the condition, performance, fitness for purpose, or satisfactory quality of the Works, the services provided hereunder by Company or the Handler, or any part thereof. This Section 15 will survive the termination of the Agreement for any reason.

16. NOTICES: All notices, accountings and payments, and other communications between the Parties will be in writing and will be deemed received when delivered in person or by electronic mail, or five (5) days after deposited in postage-prepaid, certified or registered mail addressed to the other Party at the address set forth in this Agreement, or at such other address as such Party may supply by written notice to the other; provided, however, that a notice for change of address will not be deemed effective until actually received.

17. TERMINATION: Either Party may terminate this Agreement with or without cause by written notice to the other Party. At the end of the Term Upon or upon any early termination of this Agreement, Member will cooperate in the return of any Work in Member’s possession to Company within seven (7) days, provided that if the Agreement is terminated by Member, or terminated by Company upon a determination (in Company’s sole discretion) that a Work is at risk of loss or damage, then (i) the return of the Work will be solely at Member’s expenses, (ii) Company will retain the Annual Membership Fee paid by Member (irrespective of whether the Term or a Renewal Term has expired), and (iii) Company will be released from the obligation to deliver any other Works for the remainder of the Term. Any Work not returned within fifteen (15) days will be deemed purchased by Member and Member will pay the purchase price for such Work in accordance with terms and conditions of Section 8 above.

18. PRIVACY AND DATA PROTECTION: Member agrees to the collection, use, and processing of Member’s personal data in accordance with Company’s privacy policy.

19. MISCELLANEOUS: (a) This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement. This Agreement will bind and inure to the benefit of not only the Parties hereto but also will be unaffected by any death or disability and will be binding upon any respective successors, assignees, heirs, executors, administrators, and legal representatives. There are no additional agreements or promises between the Parties, except as expressly set forth herein. (b) This Agreement may not be modified or altered by any Party, except in a written document signed by both Parties. The waiver of a breach or default hereunder will not be deemed a waiver of any subsequent breach or default. The invalidity or unenforceability of any provisions herein will not affect the validity or enforceability of any other provisions. Nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term this Agreement. (c) Company may freely assign this Agreement in whole or in part; Member may not assign this Agreement or any rights or obligations without Company’s prior written consent. (d) This Agreement will be construed and enforced in accordance with the law of the State of California. Any controversy or claim arising out of or relating to this Agreement or any breach thereof will be settled by arbitration in San Francisco, California, in accordance with the Rules of the American Arbitration Association; and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. It is expressly understood and agreed that prior to resorting to this procedure, the Parties will make a concerted and demonstrable effort to satisfy this obligation to resolve any differences informally and expeditiously. (e) Company encourages Member to seek the independent advice of an attorney regarding this Agreement and all the provisions hereto. Member represents and warrants that Member has executed this Agreement without fraud, duress, or undue influence.(f) Company will not be liable for any delay in performing or failure to perform its obligations if such failure or delay is as a result of causes outside the reasonable control of Company.

BY CONTINUING THE CHECKOUT PROCESS, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND, (4) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.