BLACK EYES GALLERY TERMS AND CONDITIONS

PartApplies toClauses

A Everyone using this website1–11 B Artists submitting work to a Call12–27CCollectors purchasing work28–36DLiability, disputes, and general provisions — applies to everyone37–48

If you only submit work, Parts A, B, and D apply to you. If you only buy work, Parts A, C, and D apply to you.

Artists keep their copyright. Submitting doesn't transfer ownership. If we select your work, you're letting us print it, hang it, archive it, and promote it — nothing more.

Entry fees are non-refundable. They pay for printing, matting, framing, and promotion, which we cover.

We take 50% on gallery sales. You set your price.

Your work has to be yours, lens-based, and not made by generative AI.

Collectors: what you see is what ships. Prices include our commission. Returns are accepted on the terms in Part C.

Everyone: disputes are resolved in Arizona, and there are limits on what we can be held liable for. Those clauses are in Part D and they matter.

PART A — WEBSITE TERMS OF USE

1. WHO WE ARE AND WHAT THESE TERMS COVER

1.1 This website is operated by Black Eyes Gallery, of 485 S. Stone Avenue, Tucson, Arizona 85713 ("Black Eyes," "the Gallery," "we," "us," "our").

1.2 These Terms and Conditions (the "Terms") govern your access to and use of blackeyesgallery.com, any subdomain, and any Gallery-operated submission portal, online archive, mailing list, or storefront (together, the "Site"), together with the submission, exhibition, and sale of works through the Gallery.

1.3 By accessing the Site, submitting a Work, or placing an Order, you agree to these Terms. If you do not agree, do not use the Site.

1.4 We may amend these Terms at any time by posting a revised version. Amendments take effect on posting and apply prospectively. The version in force at the time you submit an Entry or place an Order governs that transaction. We will note the Effective Date at the head of this document for each revision and will notify mailing list subscribers of material changes.

2. ELIGIBILITY TO USE THE SITE

2.1 You must be at least eighteen (18) years of age to submit a Work, place an Order, or create an account.

2.2 The Site presents work of a fine art nature which may include nudity or other mature subject matter. Such work is presented in an artistic and curatorial context and is not segregated or gated. You should exercise your own judgment as to whether the Site is appropriate for you, and access it only where lawful in your jurisdiction.

2.3 We may refuse service, close accounts, or block access at our discretion where we reasonably believe these Terms have been breached.

3. ACCEPTABLE USE

3.1 You must not: (a) use the Site for any unlawful purpose; (b) scrape, harvest, crawl, or systematically extract images, data, or content from the Site, including for the training of machine-learning or generative models; (c) circumvent any access control, watermark, or rate limit; (d) upload malicious code; (e) impersonate any person or misrepresent your affiliation; (f) interfere with the operation of the Site or any other user's use of it; or (g) reproduce, frame, mirror, or resell Site content except as these Terms permit.

3.2 Reservation against text and data mining. The Gallery and participating artists expressly reserve all rights in Site content against text and data mining, machine-learning training, and automated analysis. This reservation is made for the purposes of Article 4(3) of Directive (EU) 2019/790 and any equivalent provision in any other jurisdiction. No license for such use is granted or implied.

3.3 Breach of this Clause 3 may result in termination of access and referral to law enforcement.

4. OUR CONTENT AND ARTISTS' CONTENT

4.1 The Site's design, layout, text, logos, and the "Black Eyes Gallery" name and marks are owned by or licensed to us and are protected by copyright and trademark law.

4.2 Photographic works displayed on the Site remain the copyright of the artists who made them. They are displayed under license. Nothing on the Site grants you any right to copy, download, reproduce, distribute, or create derivative works from any artist's image.

4.3 You may view Site pages and share links. You may not remove watermarks, credits, or metadata.

5. ACCOUNTS

5.1 Where an account is offered, you are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

5.2 You must give accurate registration information and keep it current. Selection notices, order confirmations, and payment communications go to the email address on your account, and notice is effective on transmission by us.

5.3 Notify us promptly of any unauthorized use.

6. THIRD-PARTY PLATFORMS AND LINKS

6.1 We use third-party services for submissions, payments, email, hosting, and print production. Your use of those services is governed by their own terms.

6.2 We are not responsible for the content, availability, or practices of any linked third-party site, and links do not constitute endorsement.

7. AVAILABILITY

7.1 The Site is provided on an "as is" and "as available" basis. We do not warrant uninterrupted or error-free access and may suspend, withdraw, or restrict the Site or any part of it without notice.

8. PRIVACY AND DATA

8.1 We process personal data in accordance with our Privacy Policy, available on this Site, which forms part of these Terms.

8.2 International artists. Where you are located in the European Economic Area, the United Kingdom, or another jurisdiction with comparable data protection law, you may have rights of access, rectification, erasure, restriction, portability, and objection. Our Privacy Policy explains how to exercise them and identifies the lawful bases on which we rely.

8.3 Archive and erasure. The permanent online exhibition archive constitutes a public record of the Gallery's exhibition history and is maintained on the basis of our legitimate interest in maintaining an accurate historical record and in fulfilling our agreement with exhibiting artists. Where you make a valid erasure request, we will assess it against that basis and respond in accordance with applicable law. Where we are required to erase archive entries, we will do so.

8.4 Marketing emails are sent on the basis of your consent or, where permitted, our legitimate interest. Every marketing email carries an unsubscribe link. Unsubscribing does not affect any Entry or Order.

9. COPYRIGHT COMPLAINTS

9.1 We host images submitted by third parties. If you believe material on the Site infringes your copyright, send a written notice to our Designated Agent at info@blackeyesgallery.com, or by mail to Designated Agent, Black Eyes Gallery, 485 S. Stone Avenue, Tucson, AZ 85713.

9.2 Your notice should include: your physical or electronic signature; identification of the copyrighted work you say has been infringed; identification of the material you say is infringing, with enough detail for us to find it, such as the page address; your address, telephone number, and email; a statement that you believe in good faith that the use is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

9.3 We will remove or disable access to material that is the subject of a valid notice. Where your material has been removed and you believe the removal was a mistake or that you are authorized to use the material, you may send us a counter-notification at the same address, and we will handle it in accordance with 17 U.S.C. § 512.

9.4 Under 17 U.S.C. § 512(f), a person who knowingly and materially misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages.

9.5 We operate a repeat-infringer policy and will terminate the accounts of users who repeatedly infringe.

10. ACCESSIBILITY

10.1 We are working toward conformance with WCAG 2.1 Level AA. If you encounter a barrier to using the Site, contact us at info@blackeyesgallery.com and we will work with you to provide the information or transaction by an alternative means.

11. EXPORT CONTROL AND SANCTIONS

11.1 Black Eyes Gallery cannot accept submissions from, ship to, remit payment to, or otherwise provide services to any person where doing so would contravene United States sanctions, export control, anti-money-laundering, or payment-processing restrictions, including those administered by the Office of Foreign Assets Control.

11.2 We may reject an Entry, cancel an Order, withhold payment, or withdraw a Work where compliance screening so requires, and will refund sums received in respect of a cancelled Order where lawfully able to do so.

PART B — ARTIST SUBMISSION AND EXHIBITION TERMS

12. DEFINITIONS FOR THIS PART

"Artist" — the person or entity submitting a Work, including any collective, studio, or estate on whose behalf submission is made. "Archive" — the Gallery's permanent online exhibition record and its physical repository of Exhibition Prints."Call" — a call for entries issued by the Gallery. "Entry" — one submission of one or more Works under a single Entry Fee. "Exhibition Print" — a physical print of a Selected Work produced, matted, and framed by or for the Gallery."Prospectus" — the Call-specific document setting out theme, dates, fees, juror, and image counts. "Selected Work" — a Work chosen for inclusion in an exhibition. "Work" — a photographic, lens-based image submitted to the Gallery, together with its title, caption, and any accompanying statement.

13. AGREEMENT AND PRECEDENCE

13.1 Each Entry forms a separate binding agreement on these Terms together with the applicable Prospectus.

13.2 Where these Terms and a Prospectus conflict, the Prospectus prevails only as to theme, deadlines, Entry Fee amounts, permitted image counts, juror identity, number of Selected Works, and exhibition dates. These Terms prevail in all other respects.

14. ELIGIBILITY

14.1 Calls are open to photographers worldwide aged eighteen (18) or over.

14.2 You warrant that you have capacity and authority to agree to these Terms and, where submitting for an entity or estate, that you are authorized to bind it.

14.3 Unless a Prospectus says otherwise, there is no restriction on when a Work was made.

14.4 Officers, employees, and contractors of the Gallery, the juror for a given Call, and members of their immediate households may not enter that Call.

14.5 Jurors are required to disclose to the Gallery any personal, professional, or commercial relationship with an entrant of which they become aware. Where a material conflict is disclosed, the Gallery will exclude the juror from consideration of that entrant's Work.

15. ARTIST REPRESENTATIONS AND WARRANTIES

15.1 You represent and warrant, at the date of submission and continuing for the term of the licenses in Clause 20, that:

(a) each Work is your original creation or was made under your direct supervision and control;

(b) you own the copyright in each Work, or hold written authority from the copyright owner sufficient to submit it and to grant the licenses in Clause 20;

(c) no Work infringes, and no use of a Work permitted by these Terms will infringe, any copyright, trademark, trade dress, moral right, right of privacy, right of publicity, contractual right, or other right of any third party;

(d) you hold all consents and releases required in respect of any identifiable person depicted, and in respect of any private property, protected building, artwork, or trademark depicted;

(e) no Work was created in whole or in substantial part by generative artificial intelligence, as defined in Clause 23;

(f) no Work is defamatory, obscene, or otherwise unlawful under the laws of Arizona or of the United States;

(g) no Work depicts a person under the age of eighteen (18) in any sexualized manner, and no Work constitutes child sexual abuse material under any applicable law; and

(h) all information you have given us, including your identity, contact details, and Work titles, is true, accurate, and complete.

15.2 Adult content. Where a Call invites or a Work contains nudity or sexually explicit content, you further warrant that every person depicted was at least eighteen (18) years of age at the time of creation, that you hold documentary proof of age for each such person, and that you will produce that proof to the Gallery on request. The Gallery may decline or withdraw any such Work at its absolute discretion.

16. INDEMNITY

16.1 You will indemnify, defend, and hold harmless the Gallery, its officers, employees, agents, contractors, jurors, and venue partners against all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach or alleged breach of Clause 15.

16.2 On receipt of any third-party claim or credible allegation concerning a Work, we may — without prior notice and without liability — remove that Work from exhibition, from the Archive, and from all promotional materials within our control, and suspend any pending payment to you pending resolution.

16.3 This Clause 16 survives termination.

17. ENTRY FEES

17.1 Entry Fees are payable in United States dollars in the amounts and by the deadlines in the applicable Prospectus.

17.2 Entry Fees are non-refundable. No refund is due where a Work is not selected, where you withdraw an Entry, where an Entry is disqualified under these Terms, or where you fail to meet the submission specifications in Clause 18.

17.3 Where we cancel a Call in its entirety before jurying begins, Entry Fees for that Call are refunded in full. That refund is your sole and exclusive remedy for such cancellation.

17.4 Entry Fees are applied to the administrative, promotional, and production costs of the exhibition — including printing, matting, and framing, which we pay for.

17.5 Reduced fee. A reduced Entry Fee is available to a limited number of Artists per Call, first come first served, arranged in writing before submission. Reduced-fee Entries are juried identically to all others.

17.6 Entry credit. An Entry producing no Selected Work earns a credit of five United States dollars (US$5.00) against your next Entry Fee. The credit is personal to you, non-transferable, not redeemable for cash, may not be combined with the reduced fee under Clause 17.5, and expires twelve (12) months after issue.

17.7 Chargebacks. Entry Fees are for a service — the jurying of your Entry — which is performed on receipt. Initiating a chargeback in respect of a properly juried Entry is a breach of these Terms and we may decline future Entries from you and recover our costs.

18. SUBMISSION SPECIFICATIONS

18.1 JPG or JPEG format; minimum 1,200 pixels on the longest side; where practicable between 500KB and 5MB.

18.2 File naming: lastname_firstname_title.jpeg

18.3 Photographic, lens-based images only. No genre restriction.

18.4 You may submit the same Work to more than one Call, but a Work already exhibited by the Gallery will not be selected again.

18.5 A short written statement is optional. We do not undertake to reproduce it.

18.6 We are not obliged to review, and may reject without refund, any Entry not complying with this Clause 18.

19. JURYING AND SELECTION

19.1 Works are reviewed by the juror named in the Prospectus. Criteria are at the juror's discretion and generally include creativity, originality, interpretation of theme, and coherence with the exhibition as a whole.

19.2 Where practicable, jurying is blind. Your CV, biography, and exhibition history generally form no part of the process.

19.3 Selection decisions are final. We do not enter into correspondence about them and are not obliged to give individual feedback.

19.4 Notification is by email to the address given at Entry, by the date in the Prospectus. You are responsible for the accuracy of that address and for checking filters. Notice is deemed given on transmission.

19.5 We may decline to exhibit a Selected Work where it later appears that the Work breaches these Terms.

20. COPYRIGHT AND LICENSE

20.1 You retain all copyright in your Work. Nothing here assigns or transfers copyright.

20.2 You grant the Gallery a non-exclusive, royalty-free, worldwide license — sublicensable only to our contracted printers, platform providers, and venue partners, and only for the purposes below — to reproduce, publish, display, communicate to the public, and distribute your Work for the following purposes:

(a) jurying and administering the Call;

(b) producing, installing, and publicly presenting Selected Works in the exhibition;

(c) archival documentation, including inclusion in the Archive with your name, the Work's title, and one link you nominate;

(d) promotion of the exhibition, the Gallery, and its programming — website, social media, email newsletters, catalogs, signage, press and media materials, and related promotional matter.

20.3 Duration. The license subsists: for purposes (a) and (b), for the Call and exhibition and a reasonable period after; for purpose (c), indefinitely, subject to Clauses 8.3 and 16.2; for purpose (d), until you withdraw it under Clause 20.6.

20.4 The license does not permit us to (a) sell, assign, or sublicense your Work to any third party for that party's own commercial exploitation; (b) use your Work to advertise any product, service, or undertaking other than our own exhibitions and programming; (c) modify your Work other than by cropping, resizing, or reformatting as reasonably required for the permitted purposes; or (d) submit your Work to, or permit its use in, the training of any machine-learning or generative model.

20.5 We credit you by name wherever your Work is displayed or promoted, except where attribution is not technically or editorially feasible in the medium concerned.

20.6 Withdrawing promotional permission. You may withdraw the license for purpose (d) at any time by written notice. We will give effect to it within thirty (30) days for materials within our control. We are not liable for materials already distributed, published, printed, transmitted, or reposted by third parties — email already sent, catalogs already printed, press coverage already published.

21. PRODUCTION AND EXHIBITION PRINTS

21.1 We produce, mat, and frame each Selected Work at our own cost.

21.2 We have sole discretion over paper stock, print dimensions, mat, frame, and presentation, and will consult you on preferences only where we consider it practicable.

21.3 Title to Exhibition Prints. Title to and property in each Exhibition Print vests in and remains with the Gallery. This does not transfer, assign, or diminish your copyright in the underlying Work.

21.4 Exhibition Prints are held in the Archive for two (2) years after the exhibition closes, during which we may include them in later programming, art fairs, and reference displays, always with attribution under Clause 20.5.

21.5 Supplementary prints. We may invite you to make reproductions available at reduced dimensions — 5"x7" at US$20.00, 8"x10" at US$35.00, or as otherwise agreed in the individual case. No such reproduction will be produced without your prior express written consent.

22. MODEL RELEASES

22.1 Every Selected Work depicting an identifiable person must be covered by a signed model release in your favor.

22.2 Each release must permit, at minimum, public exhibition, inclusion in the Archive, and promotional use consistent with Clause 20.2.

22.3 We may require a copy of any release at any time. Where a release is requested and not produced within ten (10) business days, we may withdraw the Work from exhibition, the Archive, and all promotional materials, without refund and without further liability to you.

22.4 Any Work depicting a person under eighteen (18) requires a release executed by a parent or legal guardian and is subject to additional Gallery review. We reserve an absolute discretion to decline any such Work.

23. ARTIFICIAL INTELLIGENCE

23.1 Any Work created in whole or in substantial part by generative artificial intelligence is subject to disqualification.

23.2 The following do not of themselves constitute creation by generative AI, where applied to a photographic capture made by or under your direction: raw conversion; adjustment of exposure, contrast, color, or tone; dodging and burning; retouching; removal of dust or sensor artifacts; noise reduction; sharpening; machine-assisted masking or selection.

23.3 The generation of pictorial content not captured by a lens — the synthesis, extension, or substitution of subject matter — does constitute creation by generative AI.

23.4 We may require you to produce original camera files, including embedded metadata, as evidence of compliance.

23.5 Disqualification gives rise to no refund. Where it occurs after selection, we may remove the Work from exhibition and the Archive, and may decline future Entries from you.

24. SALES OF ARTIST WORK

24.1 Offering work for sale is encouraged but is not a condition of Entry or selection.

24.2 You set the retail price. We advise, without warranty as to outcome, that work priced between US$200 and US$500 has historically sold best.

24.3 The Gallery retains a commission of fifty percent (50%) of the retail price of each gallery sale, calculated on the listed retail price exclusive of sales tax and of any shipping charged to the purchaser.

24.4 We collect the purchase price from the purchaser and remit your share within thirty (30) days of the date of sale.

24.5 Proceeds held for you. Sums due to you from a gallery sale are held by us for your benefit pending remittance, and are not applied to our general operating expenses.

24.6 We are responsible for collecting and remitting Arizona transaction privilege tax and any other applicable sales tax on gallery sales.

24.7 We may require a completed IRS Form W-9, Form W-8BEN, or equivalent before remitting payment. You are responsible for reporting and paying all taxes on sums you receive.

24.8 Sold works are released to purchasers at the close of the exhibition unless otherwise agreed in writing.

24.9 Where a purchaser first encounters your Work at a Gallery exhibition and then approaches you directly to acquire that Work or a reproduction of it, during the exhibition or within ninety (90) days after it closes, that transaction is treated as a gallery sale and commission is payable under Clause 24.3. You will notify us of any such approach.

24.10 We are not obliged to effect any sale and give no warranty or undertaking as to sales volume, value, or commercial outcome.

25. VARIATION, POSTPONEMENT, AND CANCELLATION

25.1 We may vary the dates, venue, scale, or format of any exhibition, and may postpone or cancel it — including for loss of venue, insufficient qualifying submissions, or force majeure.

25.2 Where an exhibition is cancelled after selection, we will notify selected Artists and, where practicable, offer inclusion in a later exhibition. That offer is your sole and exclusive remedy.

26. INSURANCE AND RISK IN ARTIST WORK

26.1 Because Exhibition Prints are produced by us from your digital files, no unique or original artwork of yours comes into our possession, and we do not insure Exhibition Prints for your account.

26.2 Where, by separate written agreement, you deliver an original or artist-produced physical work to us, that agreement will govern insurance, risk, and care, and this Clause 26.1 will not apply to it.

27. TERMINATION OF ARTIST RELATIONSHIP

27.1 We may terminate our engagement with you immediately by written notice where you are in material breach of these Terms, including any breach of Clauses 15, 22, or 23.

27.2 Termination does not affect accrued rights, including your right to sums due on completed sales.

PART C — COLLECTOR PURCHASE TERMS

28. FORMATION OF CONTRACT

28.1 A listing is an invitation to treat, not an offer. Your order is an offer to purchase, which we accept by sending a dispatch or collection confirmation. The contract forms at that point.

28.2 We may decline any order, including where the work is no longer available, where pricing is stated in error, or where compliance screening under Clause 11 so requires.

28.3 Works exhibited are typically unique or limited exhibition prints. Availability is not guaranteed until we confirm.

29. PRICE AND PAYMENT

29.1 Prices are in United States dollars and, where stated, exclude sales tax, shipping, and any customs duty.

29.2 Arizona transaction privilege tax and other applicable sales tax will be added at checkout where due.

29.3 Payment is taken in full at the time of order through our payment processor. We do not store full card details.

29.4 International orders. Import duties, taxes, and customs charges are the purchaser's responsibility and are not included in the price. Refused delivery on account of unpaid duties does not entitle you to a refund of shipping.

30. DESCRIPTION AND CONDITION

30.1 We describe each work as accurately as we can, including medium, dimensions, edition status, and framing. Photographs of works are representative; color rendition varies by screen, and prints, mats, and frames are handmade objects with minor natural variation.

30.2 Where a work is part of an edition, the edition size stated in the listing is accurate and we will not exceed it.

30.3 Works purchased from an exhibition are released at the close of that exhibition unless we state otherwise.

31. DELIVERY, TITLE, AND RISK

31.1 We will dispatch or make available for collection within thirty (30) days of the later of order acceptance and the close of the relevant exhibition, unless a longer period is stated at the point of sale. If we cannot meet that timeframe, we will tell you and offer either a revised date or a full refund.

31.2 Title and risk pass to you on delivery to the address you give, or on collection.

31.3 Shipping is insured to the sale value unless otherwise stated. Claims for transit damage must reach us within seven (7) days of delivery, with photographs of the packaging and the work.

32. RETURNS AND CANCELLATION

32.1 You may cancel and return a purchased work for any reason within fourteen (14) days of delivery, provided it is returned in its original condition and packaging.

32.2 Return shipping is at your cost unless the work arrived damaged, defective, or materially not as described, in which case we bear it.

32.3 Refunds are issued to the original payment method within fourteen (14) days of our receipt of the returned work.

32.4 Commissioned or bespoke works made to your specification are not returnable except where damaged, defective, or materially not as described.

32.5 Nothing in this Clause 32 affects your statutory rights.

33. COPYRIGHT DOES NOT TRANSFER

33.1 Purchase of a physical work conveys ownership of that object only. Copyright remains with the artist.

33.2 You may not reproduce, publish, or commercially exploit the image without the artist's written permission. You may display the work privately and, subject to Clause 33.3, resell the physical object.

33.3 We ask, but do not require, that resales be notified to us so the artist's exhibition and provenance record stays accurate.

34. AUTHENTICITY AND PROVENANCE

34.1 We warrant that each work sold is the work of the artist named in the listing and, where stated to be part of an edition, is within that edition.

34.2 Where a work is shown to be materially misattributed, your remedy is return of the work and a full refund of the price paid.

35. NO INVESTMENT ADVICE

35.1 Nothing on the Site or said by our staff constitutes investment advice. We make no representation about the future value, resale price, or investment performance of any work.

36. GIFT AND STORE CREDIT

36.1 Store credit and entry credits are not redeemable for cash and expire as stated at issue, except where applicable law provides otherwise.

PART D — LIABILITY, DISPUTES, AND GENERAL

37. DISCLAIMER OF WARRANTIES

37.1 To the maximum extent permitted by law, the Site and our services are provided "as is" and "as available," and we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

37.2 Nothing in this Clause 37 excludes the express warranties given in Clause 34 or affects any statutory right of a consumer purchaser.

38. LIMITATION OF LIABILITY

38.1 We are not liable for: (a) loss, corruption, or non-receipt of digital files during submission; (b) any act, omission, failure, or insolvency of any third-party submission platform, payment processor, printer, carrier, or hosting provider; (c) your failure to receive notice by reason of an inaccurate address or a filtering system; or (d) loss of profit, loss of opportunity, loss of reputation, loss of data, or any indirect or consequential loss however arising.

38.2 Our aggregate liability to any Artist arising out of or connected with any Call or exhibition — in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the sum of (i) the Entry Fee paid for that Call and (ii) any commission-net sums properly due on completed sales.

38.3 Our aggregate liability to any purchaser in respect of an order is limited to the price paid for that order.

38.4 Our aggregate liability to any other Site user is limited to one hundred United States dollars (US$100).

38.5 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or under any applicable consumer protection statute.

39. INDEMNITY BY SITE USERS

39.1 You will indemnify us against all claims, losses, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms or your misuse of the Site. Clause 16 governs Artist-specific indemnities and prevails over this Clause 39 where both apply.

40. FORCE MAJEURE

40.1 We are not liable for any failure or delay caused by circumstances beyond our reasonable control, including act of God, fire, flood, epidemic or pandemic, civil disturbance, act of terrorism, war, industrial action, failure of utilities or transport networks, cyber incident, or act of governmental or regulatory authority.

41. GOVERNING LAW

41.1 These Terms, and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes and claims), are governed by the laws of the State of Arizona, without regard to conflict-of-laws principles.

42. DISPUTE RESOLUTION

42.1 Informal resolution first. Before commencing any formal proceeding, you agree to contact us at info@blackeyesgallery.com with a written description of the dispute and to allow us thirty (30) days to attempt resolution. Most disputes resolve at this stage.

42.2 Forum. Subject to Clause 42.3, the state and federal courts situated in Pima County, Arizona have exclusive jurisdiction, and both parties submit to that jurisdiction.

42.3 Small claims. Either party may bring a qualifying claim in small claims court.

42.4 Limitation period. Any claim arising out of these Terms must be brought within one (1) year of the date the cause of action accrued, except where a shorter or longer period is mandated by law.

43. SEVERABILITY

43.1 If any provision is held invalid, illegal, or unenforceable, it is severed and the remainder continues in full force.

44. NO WAIVER

44.1 No failure or delay in exercising a right or remedy waives that or any other right or remedy.

45. ASSIGNMENT

45.1 You may not assign, transfer, or subcontract your rights or obligations without our prior written consent. We may assign these Terms in connection with a reorganization or transfer of our business.

46. NO PARTNERSHIP OR AGENCY

46.1 Nothing in these Terms creates a partnership, joint venture, employment relationship, or relationship of agency between us.

47. ENTIRE AGREEMENT AND THIRD PARTIES

47.1 These Terms, the applicable Prospectus, and our Privacy Policy constitute the entire agreement between us and supersede all prior representations and understandings on the same subject matter.

47.2 No person other than you and the Gallery may enforce any provision of these Terms.

48. NOTICES AND CONTACT

48.1 Notices to us: info@blackeyesgallery.com, or by mail to Black Eyes Gallery, 485 S. Stone Avenue, Tucson, AZ 85713. 48.2 Notices to you: the email address on your account or Entry. 48.3 All enquiries — general, copyright, accessibility, and privacy — may be sent to info@blackeyesgallery.com.