By participating in the Brewery Artwalk Gallery for the Fall Artwalk Group Show (the “Show”) and in consideration for Carlson Industries, LLC (the “Host”) providing a space and opportunity for you to display your artwork for sale during the Brewery Artwalk, operated and promoted by the Brewery Artwalk Association, the Brewery Artist Collective, the Host, and/or any other entity that may participate in producing and promoting the Brewery Artwalk (collectively, the “Artwalk Entities”), you agree to all the following:
1. SUBMISSION, DROP-OFF AND ACCEPTANCE.
1.1. You may submit no more than three pieces of artwork to be considered for the Show. The Show’s curator will have sole discretion in deciding which piece of the submitted artwork (if any) will be included in the Show. The curator may decide that none of the artwork you submit for consideration will be selected for the Show.
1.2. If one of your submissions is selected for the Show, you must deliver the selected artwork (hereinafter the “Artwork”) to 612B Moulton (the “Venue”) during the following drop-off times: Saturday, October 17, 2026, between 1:00 – 2:00 pm; Sunday, October 18, 2026, between 1:00 – 2:00 pm; and Monday, October 19, 2026, between 4:00 – 6:00 pm. The Host may refuse drop-offs that do not occur during these drop-off times. The Artwork must be clearly labeled on the back (or base, for three-dimensional works) with: (i) your full name, (ii) the title of the work, (iii) the medium, (iv) the sale price, and (v) your phone number and email address.
1.3. You must complete and sign the Artwork Inventory Form at the time of drop-off.
1.4. The Artwork must arrive ready for display. Two-dimensional works must include secure hanging hardware. The Host is not responsible for framing, mounting, or providing pedestals or display equipment.
1.5. The Host may reject any Artwork that, in the Host’s sole discretion, is unsafe, not as described, not suitable for display, contains content the Host deems inappropriate for the Show, or does not conform to these Terms.
2. DISPLAY, PHOTOGRAPHY, AND PROMOTION.
2.1. The Host has sole discretion over the placement, lighting, grouping, and arrangement of all Artwork in the Venue. The Host may move, relocate, or remove any piece of Artwork at any time during the Show for any reason, including but not limited to safety, spatial, aesthetic, or logistical considerations.
2.2. You hereby grant the Artwalk Entities a non-exclusive, royalty-free, worldwide, perpetual license to photograph, video-record, film, and reproduce images of the Artwork, and to use your name, likeness, biography, and artist statement, in any medium now known or later developed, for the purpose of promoting, publicizing, documenting, and archiving the Show (including but not limited to one or more of the Artwalk Entities’ websites, social media channels, press releases, print materials, and future event marketing).
3. SALES TERMS.
3.1. The Artwalk Entities do not charge any commission, percentage, or fee on the sale or display of Artwork.
3.2. All sales of Artwork are transactions directly between you and the buyer. None of the Artwalk Entities is a seller, art dealer, agent, consignee, broker, or intermediary with respect to any sale. The Artwalk Entities do not take title to, possession on consignment of, or any security interest in the Artwork (other than physical custody for display purposes). The Artwalk Entities do not receive, hold, or disburse sale proceeds.
3.3. You set the sale price for the Artwork. The Artwalk Entities have no authority to negotiate, modify, or discount the sale price of any Artwork.
3.4. You are solely responsible for processing all payments using your own payment methods (e.g., cash, personal check, your own card reader, mobile payment account, Venmo, Zelle, etc.) You are solely responsible for providing accurate payment processing information; the Artwalk Entities have no control over or responsibility for payment processing. You are responsible for issuing receipts directly to buyers.
3.5. You are solely responsible for collecting and remitting all applicable taxes, including California sales tax, and for maintaining all required permits and/or licenses. You are solely responsible for all income taxes and other tax obligations arising from sales. The Artwalk Entities will not, and have no obligation to, collect, report, or remit any tax on your behalf.
3.6. You are responsible for coordinating the pickup of your Artwork sold at the show in accordance with the pickup rules set forth in Section 8.
3.7. You are solely responsible for any refunds, returns, exchanges, or warranties provided to buyers. The Artwalk Entities have no obligation or liability with respect to any sale or post-sale dispute between you and the buyer.
4. ASSUMPTION OF RISK, RELEASE, AND WAIVER OF LIABILITY.
4.1. You understand and acknowledge that delivering Artwork to, and displaying Artwork at, the Show involves inherent risks, including but not limited to the risk of loss, theft, damage, destruction, or deterioration of the Artwork. You voluntarily assume all such risks and deliver Artwork to the Venue at your sole risk.
4.2. The Artwalk Entities have no obligation to provide security, surveillance, guards, alarm systems, climate control, humidity regulation, or any other protective measures for the Artwork. Any such measures that the Artwalk Entities may choose to implement are for the Artwalk Entities’ own purposes and do not create any duty of care to you or your Artwork.
4.3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE, DISCHARGE, AND HOLD HARMLESS THE ARTWALK ENTITIES AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, VOLUNTEERS, INSURERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “HOST PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR IN ANY WAY RELATING TO: (a) ANY LOSS, THEFT, DAMAGE, DESTRUCTION, OR DETERIORATION OF THE ARTWORK, WHETHER CAUSED BY THE NEGLIGENCE (INCLUDING SOLE OR CONCURRENT NEGLIGENCE) OF ANY OF THE HOST PARTIES, THE ACTS OR OMISSIONS OF THIRD PARTIES OR SHOW ATTENDEES, FIRE, WATER, FLOOD, SMOKE, WEATHER, TEMPERATURE, HUMIDITY, POWER FAILURE, PEST INFESTATION, HANDLING, TRANSPORT, ACTS OF GOD, OR ANY OTHER CAUSE WHATSOEVER; (b) ANY PERSONAL INJURY, BODILY HARM, OR PROPERTY DAMAGE YOU SUSTAIN WHILE AT THE SHOW OR IN CONNECTION WITH THE SHOW, TO THE FULLEST EXTENT PERMITTED BY LAW; AND (c) ANY CLAIM ARISING FROM THE DISPLAY, PROMOTION, SALE, OR HANDLING OF THE ARTWORK DURING OR AFTER THE SHOW.
4.4. If, notwithstanding the release set forth above, a court of competent jurisdiction determines that one or more of the Host Parties is liable to you for any loss or damage to the Artwork, the Host Party’s total aggregate liability will not exceed the cost of the raw materials used to create the Artwork. In no event will any of the Host Parties be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages, loss of profits, loss of opportunity, emotional distress, or diminution in value, regardless of whether any of the Host Parties has been advised of the possibility of such damages.
5. INSURANCE.
5.1. The Artwalk Entities’ insurance policies do not cover your Artwork or other personal property you own. You are solely responsible for obtaining and maintaining insurance coverage for all Artwork.
5.2. If you elect not to obtain insurance, you assume all risk of loss, theft, damage, and destruction of the Artwork.
6. REPRESENTATIONS AND WARRANTIES.
6.1. You represent and warrant to the Artwalk Entities, as of the date of the acknowledgement of these Terms and at all times during the Show: (a) you are the sole creator and owner of each piece of Artwork, or have obtained all necessary rights, licenses, and authorizations to display and sell the Artwork; (b) you have the full right, power, and authority to display, offer for sale, and sell each piece of Artwork at the Show; (c) each piece of Artwork is free and clear of all liens, security interests, encumbrances, and claims of any third party; (d) the Artwork (including its design, content, and any materials incorporated therein) does not infringe, misappropriate, or violate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, or any other intellectual property right or proprietary right of any third party; (e) the Artwork does not contain any unlawful, obscene, defamatory, libelous, threatening, harassing, or otherwise objectionable content; (f) all materials used in the creation and construction of the Artwork are safe for display in a public venue and do not contain hazardous, toxic, or dangerous substances; (g) all descriptions of the Artwork provided by the Artist (including title, medium, dimensions, provenance, and condition) are accurate and complete; and (h) you have the legal capacity and authority to agree to these Terms and to perform all obligations hereunder
7. INDEMNIFICATION.
7.1. You agree to defend, indemnify, and hold harmless the Host Parties from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or in connection with: (a) any breach of your representations, warranties, or obligations under these Terms; (b) any claim that the Artwork infringes or misappropriates any intellectual property right, right of publicity, right of privacy, or other right of any third party; (c) any product defect, personal injury, or property damage caused by or arising from the Artwork; (d) any sale or other transaction between you and any buyer, including claims for misrepresentation, fraud, breach of warranty, product liability, or failure to deliver; (e) any failure by you to collect, report, or remit taxes or to maintain required permits or licenses; (f) any negligence, willful misconduct, or unlawful act committed by you or your employees, contractors, guests, or agents; and (g) any damage to the Venue or other property caused by you or your installation or removal of Artwork.
8. PICK UP OF UNSOLD AND SOLD ARTWORK.
8.1. You must retrieve all unsold Artwork from the Venue no later than 6:00 pm on November 15, 2026, or any earlier time communicated to you in writing by the Host (the “Retrieval Deadline”). Artwork may be released only to you or to a designee authorized in advance in writing by you; the authorized designee must present valid government-issued photo identification. You (or your designee) will sign out each piece of Artwork at the time of pickup.
8.2. If you have not retrieved all Artwork within 30 calendar days after the Retrieval Deadline, the Artwork will be deemed abandoned property. Upon abandonment, the Host may, in its sole discretion, dispose of, donate, sell, or retain the Artwork, free and clear of any claims.
8.3. For Artwork that is sold during the Show, you are solely responsible for coordinating pickup by the buyer no later than the Retrieval Deadline. Sold Artwork not retrieved by the buyer within the pickup window is your responsibility.
ARTIST CONDUCT AND VENUE RULES.
9.1. You agree to comply with all Show and Venue rules and regulations as communicated by the Host, including rules regarding setup, breakdown, noise, hours of access, and conduct.
9.2. You will not cause or permit any damage to the Venue, including walls, floors, ceilings, fixtures, and furnishings, beyond the scope of approved hanging or installation methods. You are financially responsible for any damage to the Venue caused by you or your Artwork, installation, or removal activities.
9.3. One or more of the Artwalk Entities may, in its sole discretion, remove you and your Artwork from the Venue immediately if you violate any of these Terms or Venue or Show rules, engage in disruptive or unsafe conduct, or otherwise act in a manner that one or more of the Artwalk Entities deems detrimental to the Show or Venue.
CANCELLATION AND FORCE MAJEURE.
10.1. The Host may cancel, postpone, shorten, or modify the Show at any time, for any reason, in the Host’s sole discretion. The Host will use reasonable efforts to notify you of any material changes.
10.2. In the event of cancellation, postponement, or modification of the Show due to circumstances beyond the Host’s reasonable control (including but not limited to fire, flood, earthquake, pandemic, epidemic, government order, civil unrest, strike, power failure, severe weather, or other force majeure event), the Host will have no liability to you.
10.3. You will retrieve your Artwork within a reasonable time after notice of cancellation, subject to the pickup and abandonment provisions of Section 8.
INDEPENDENT RELATIONSHIP.
11.1. You acknowledge and agree that you are an independent participant and not an employee, agent, partner, or joint venturer of any of the Artwalk Entities. Nothing in these Terms creates or is intended to create a partnership, agency, employment, joint venture, or fiduciary relationship between you and any of the Artwalk Entities. You have no authority to bind any of the Artwalk Entities or to make any representation or commitment on behalf of any of the Artwalk Entities.
GOVERNING LAW AND MISCELLANEOUS
12.1. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
12.2. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Los Angeles, California, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
12.3. These Terms constitute the entire agreement between you and the Host with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral.
12.4. These Terms may not be amended, modified, or supplemented except by a written instrument signed by both you and the Host.
12.5. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
12.6. The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
12.7. These Terms will not be construed against or in favor of either party by reason of authorship.
12.8. The Artwalk Entities, and each of them shall be deemed third-party beneficiaries of these Terms.