Seller Agreement

1. This agreement

This Seller Agreement governs listing and selling through the marketplace operated by Fold Laboratories, LLC ("Fold", "we", "us"). It applies to you ("Seller", "you") from the moment you accept it.

Our Terms of Service, Privacy Policy, and Returns, Refunds and Shipping Policy form part of this agreement. Where this agreement addresses a subject specifically, it governs that subject.

2. Relationship of the parties

2.1 Seller of record. You are the seller of record for every work you list. The contract of sale is between you and the buyer, and Fold is not a party to it. Fold does not own, take title to, take possession of, appraise, authenticate, consign, or resell any work.

2.2 Limited authority. You appoint Fold as your limited agent solely to present your works to buyers and agents, to receive each buyer's payment for your work on your behalf and pay you your share of it under Section 11, to refund buyers under Section 13, and to perform the administrative functions described in this agreement. This authority does not make Fold the seller.

2.3 Pricing. You set the price of every work. Fold does not set, require, or condition any price, and will not discount or promote a work below your stated price without your prior written consent.

2.4 Neutral presentation. Fold will present your listings, fulfilment selections, and statements factually and without editorial comment. Fold will not annotate, rank down, or otherwise characterise a work on the basis of your production budget, framing, packing method, or the level of documentation provided. Where a fact must be disclosed for a buyer to make an informed decision, Fold will disclose the fact without assessment.

2.5 No other relationship. Nothing in this agreement creates a partnership, joint venture, employment, or franchise relationship.

3. Account, verification, and payouts

3.1 Verification. You must complete Fold's verification process and, separately, that of Stripe. Stripe holds your identity documents and banking details; Fold does not receive them.

3.2 Stripe Connect. You are paid through a connected Stripe account, which you set up and manage inside the studio. You enter into a direct relationship with Stripe, and Stripe's terms govern your Stripe balance and its payout to your bank account. Fold takes each buyer's payment on its own Stripe account and transfers your share to yours under Section 11.

3.3 Availability pending payout status. Your payout status will be one of not started, pending, enabled, or restricted. You may catalogue work before your Stripe account clears, but the work is withheld from the market until your account is able both to receive your share of a sale and to pay it out to your bank account. On that condition being met, the work is released automatically without further action by you.

3.4 Accurate information. You will keep your business, contact, tax, and banking details current.

3.5 Authority. If you accept this agreement on behalf of a gallery or other organisation, you confirm that you are authorised to bind it.

3.6 Curation. Fold curates its catalogue and may accept, decline, or discontinue any seller or any work at its discretion. Acceptance is not a guarantee of continued listing.

4. Listings

4.1 Required detail. Every submission must include a title, artist name, medium, dimensions, a description of at least 20 characters, edition information, a price in US dollars, a fulfilment method and charge, and at least one image.

4.2 Year of creation. A year of creation is not required. A mandatory field of this kind produces estimates that are published under your name and carry your authority as statements of fact. You should provide a year where it is known and omit it where it is not.

4.3 Accuracy. You are solely responsible for the accuracy and completeness of every listing, including condition and provenance. Descriptions must not mislead, and material condition issues, including restoration, damage, and repair, must be disclosed.

4.4 Images. Images may be supplied in six roles: primary, detail, verso, framed, in situ, and signature. You represent that you own or have permission to use every image supplied, and that Fold's use of them under Section 7 will not infringe the rights of any third party.

4.5 Prohibited content. The categories of work that may not be listed are set out in Section 6 of the Terms of Service, which governs. This agreement does not restate them.

5. Artists represented

5.1 Permission. Where you list work by an artist other than yourself, you must hold that artist's permission, and evidence of that permission is recorded against the artist before the listing may be published. A gallery listing without recorded permission is held before publication until permission is provided.

5.2 Third-party information. Listings carry the artist's name, biography, year of birth, year of death, and nationality. Where the artist is not you, this constitutes personal information concerning another person, and you represent that you hold the right to provide it to Fold and to have it published.

5.3 Corrections. Where an artist enquires as to the contents of a listing concerning them, or requests a correction, Fold will refer the matter to you, and you will respond promptly and in good faith.

6. Statements of authorship

6.1 Optional. A statement is optional. You may list a work without one, and Fold does not treat a listing without a statement as inferior to one carrying it.

6.2 Form of statement. Where a statement is made, it takes one of two forms, to which you agree as written.

Authorship — for work you made yourself:

"I created this work, and I have the right to sell it. The details I have given about it — its medium, dimensions, and the year it was made where I have stated one — are accurate to the best of my knowledge."

Representation — for work by an artist you represent:

"I represent the artist named in this listing and have their permission to sell this work. To the best of my knowledge it is by that artist, and the details I have given about it are accurate."

6.3 Scope. A statement is made in respect of the artwork, not in respect of each object within an edition. An edition of twelve carries a single statement.

6.4 Versioning. Statements are versioned, and you are bound by the version to which you agreed and not by any subsequent version. Where Fold revises the wording, you will be asked to agree to the revised version; until you do, existing statements stand as made.

6.5 Withdrawal. You may withdraw a statement at any time. Withdrawal does not delete the statement. Fold records the withdrawal and the time of it, and the public record continues to show that a statement was made and subsequently withdrawn. You consent to this permanence at the time the statement is made.

6.6 Public record. Where a statement has been made, it is published on the verification page for that work, together with your verification status at the time it was made. The page records what was stated and when, and carries no assessment by Fold.

6.7 No authentication by Fold. Fold does not verify, authenticate, appraise, or independently confirm authorship, authenticity, title, provenance, or condition. Where you make a statement, Fold records it, hosts it, and presents it. Fold does not issue any certificate of authenticity of its own, and does not collect, keep, or pass on a certificate issued by you or by anyone else.

6.8 Continuing duty. Where you learn that a statement or a listing detail was or has become inaccurate, you will notify Fold immediately and, if the work is unsold, withdraw it. This duty survives the sale of the work.

7. Licence to listing content

7.1 Ownership. You retain all rights in your images, descriptions, and other listing content. Nothing in this agreement transfers copyright.

7.2 Grant. You grant Fold a non-exclusive, worldwide, royalty-free licence to use your listing content to operate and promote the marketplace. That licence extends to the following and no further:

• hosting your images in private storage that is not publicly reachable;
• transmitting your images to Anthropic, within the request itself, to extract structured attributes;
• transmitting your text to Voyage AI to generate the search embeddings by which agents locate your work;
• generating derivative images, being watermarked and downscaled copies, for presentation; and
• issuing time-limited access links, each valid for 15 minutes.

Neither Anthropic nor Voyage AI trains on content transmitted to it. The Privacy Policy sets out the detail.

7.3 Tiered access. Access to images is tiered. An unidentified agent receives only a watermarked, downscaled copy of the primary image. The detail, verso, and signature images require a credential in every configuration. The exposure applicable to any work is shown in your dashboard.

7.4 Termination of the licence. On withdrawal of a work or termination of this agreement, the licence terminates in respect of that content, save that Fold may retain records of completed sales for archival, legal, and tax purposes, and copies may persist in backups for a reasonable period.

7.5 Limits of recall. Two matters survive delisting as a matter of fact rather than of permission: access links already issued remain valid for up to 15 minutes, and copies already retrieved and cached by an agent are outside Fold's control. Fold cannot recall either, and you accept that limitation.

8. Agent channels

8.1 Consent. You authorise Fold to make your works discoverable and purchasable through AI agent channels, and to transmit listing content, pricing, availability, and provenance information to them.

8.2 Nature of agent transactions. A purchase may be initiated and completed by an agent acting on a buyer's behalf, without the buyer visiting any website. Such purchases are binding sales by you.

8.3 Third-party surfaces. Fold does not control third-party agent surfaces and makes no representation as to how any such surface presents, ranks, or prioritises your work, or as to its continued existence.

8.4 Opt-out. You may exclude specified works or your entire catalogue from some or all agent channels through your dashboard. Fold will implement the change within 3 business days, save in respect of transactions already in progress.

9. Availability

9.1 Per-object availability. Availability is determined per object. An edition of twelve constitutes twelve separately sellable objects.

9.2 Sold status is terminal. Once an object is sold it is permanently removed from availability and cannot be relisted. A resale constitutes a new listing with its own provenance record.

9.3 Duty to maintain availability. Where a work is sold through any other channel, you will mark it sold on the marketplace immediately. Agents transact without human delay, and buyers rely on availability being accurate at the moment of approval. Selling the same object twice is a material breach, and repeated failure to maintain accurate availability is grounds for suspension or removal.

10. Delivery

10.1 Responsibility. You arrange and are responsible for delivery. Fold does not ship, pack, handle, or store works.

10.2 Methods. You will select one of four methods: white glove, freight, packed parcel, or seller packed.

10.3 Delivery charge. You set the delivery charge. Fold relays it to the buyer unchanged, takes no part of it, and does not apply its fee to it.

10.4 Disclosure of method. The method selected is published to buyers and their agents as part of the listing, named plainly and without comment by Fold. Disclosure is a statement of fact and not an assessment, and Fold will not rank, downgrade, or annotate a work on the basis of the method selected. Buyers are entitled to know how a work will travel before committing to a purchase, particularly given that transit is uninsured under Section 10.5.

10.5 Insurance. Fold does not provide, arrange, or pay for transit insurance. Any cover is yours to arrange, and is recommended for work of significant value.

11. Fees and payment

11.1 Fee. Fold retains 8% of the sale price of a completed sale, without cap. The fee is calculated on the sale price and excludes tax and delivery. Fold withholds it from the buyer's payment, with the sales tax under Section 12, before your share is transferred to you.

11.2 No other charges. Fold charges no listing fee, subscription fee, onboarding fee, or cataloguing fee.

11.3 Processing fees. Fold pays Stripe's processing fees on every sale, including the fee on a sale that is later refunded, which Stripe does not return. They are not deducted from your share.

11.4 How you are paid. The buyer pays Fold. For each sale, Fold transfers your share to your Stripe account when the payment is taken: the sale price less Fold's fee, plus your whole delivery charge. Stripe then pays it out from your Stripe balance to your bank account. Your first three sales are each paid out 14 days after the sale. After that, Stripe pays you out daily. While a sale's payout is on Fold's schedule, Fold may pause it while a payment dispute, an inquiry from the buyer's card issuer, a card network's fraud warning or a risk review on that sale is open, and pays it out once that ends. Fold takes back what a sale paid you only under Section 13.

11.5 Fee changes. Fold may change its fee on 60 days' written notice, applying only to works sold after that period expires. If you object, you may terminate under Section 19 without penalty, and works sold before termination settle at the prior rate.

12. Tax

Where required by law, Fold calculates, collects, and remits sales tax as a marketplace facilitator, and you agree not to collect that tax on the same sale. Fold withholds the sales tax from the buyer's payment, with its fee, before your share is transferred, so it is never paid to you. All other taxes are your responsibility, including income tax, together with your own registrations and filings. You will provide such tax documentation as Fold or Stripe reasonably requests. Fold does not provide tax advice.

13. Returns, refunds, and disputes

13.1 Compliance. You will comply with the Returns, Refunds and Shipping Policy, which forms part of this agreement.

13.2 Response times. You will respond to any damage report, non-delivery report, return request, or other buyer claim referred to you by Fold within 3 business days of referral.

13.3 Returns. Where that policy entitles a buyer to return a work, you will accept the return and bear its cost on the terms set out in the policy. Fold issues the refund under Section 13.4.

13.4 Refunds. Fold issues every refund, in full, to the buyer's original payment method; partial refunds are not offered. When Fold refunds a sale, it reverses the transfer of that sale to you and returns its own fee, the sales tax included, so that you give back exactly what the sale paid you and bear none of Fold's fee. Stripe does not return its processing fee on a refund, and Fold bears it. A refund made after the sale has been paid out can leave your Stripe balance negative, under Section 13.9.

13.5 A refund that fails. A card issuer can refuse a refund after Stripe has accepted it, and no second refund can then be made on that payment. Fold will then either repay the buyer another way, in which case the sale stays refunded, or let the sale stand, in which case Fold pays you again what the sale paid you.

13.6 Counterfeit works and failure of title. Where a work is determined to be counterfeit, forged, materially misattributed, or not yours to sell, you will accept its return and bear reasonable return shipping, and Fold will refund the buyer under Section 13.4, on the terms and within the period set out in the Returns, Refunds and Shipping Policy. This obligation is in addition to your obligations under Section 16.

13.7 Recording dispatch, and payment disputes. Because Fold takes the payment, a chargeback or an inquiry raised by a buyer's card issuer is raised against Fold, and Fold answers it. It does so once, from its own records of the sale and your record of sending the work, and Fold decides what the response contains. You will record each sale's dispatch on your Sales page when you send the work — the carrier, the tracking number, the date you sent it and, where you have one, a receipt or label — and, when Fold tells you a payment has been disputed, you will send Fold anything it asks for by the earlier of 3 business days after the dispute opened and 3 days before the card network's deadline.

13.8 A dispute that is lost. If the card network decides a dispute for the buyer, Fold reverses the whole transfer of that sale to you and returns its own fee, so that you give back what the sale paid you; the sales tax goes back to the buyer with the rest of the payment. Fold does this only once a dispute is lost: never while it is open, and never for an inquiry. Fold bears its commission, Stripe's processing fee and the card network's dispute fee, win or lose. A work whose payment was disputed stays sold.

13.9 A balance that does not cover it. A refund or a lost dispute takes back what the sale paid you whether or not it has been paid out. If your Stripe balance does not cover it, your balance becomes negative, later proceeds of your sales are set against it, and Stripe may debit your bank account for the rest. You authorise Fold and Stripe to recover it in those ways.

13.10 Breach. Failure to comply with this Section or with the Returns, Refunds and Shipping Policy is a material breach of this agreement and grounds for suspension or removal.

14. Review, holds, and removal

14.1 Checks at submission. Automated checks are applied when a work is submitted. A listing may be held before publication where it appears to impersonate a verified creator, where a gallery has no recorded permission for the artist, or where it duplicates a published unique work.

14.2 Review without notice. Fold may review, flag, or investigate any listing or account at any time, without notice, and does not undertake to notify you that a listing is under review. Fold does not undertake to review every work, and the absence of action does not constitute approval.

14.3 Removal. Fold may remove, refuse, hold, suspend, or withdraw any work, listing, or account at any time, for any reason or for none, with or without notice, and without liability to you. This includes withdrawing works already published, whether individually or across an entire account. Fold will generally give notice and an opportunity to respond where circumstances allow, but is not obliged to do so.

14.4 Account status. An account may be suspended or rejected. Either status prevents the publishing of new works, and Fold may in addition withdraw works already published.

14.5 Payments flagged for review. Where our payment processor judges a payment to carry an elevated risk of fraud, the sale completes and the buyer is told so, but Fold may wait to tell you to send the work until a person has reviewed the sale, and may refund it instead under Section 13.4. While a sale waits, your Sales page says that a sale is being checked, and, where its payout is on Fold's schedule, it is not paid out until the review ends.

15. Representations and warranties

You represent and warrant, on accepting this agreement and on each occasion you list a work, that: you have full authority to enter this agreement and to sell each work; every statement made under Section 6 is true and made in good faith; your listings are accurate and not misleading; your content does not infringe any third party's intellectual property, moral, publicity, or privacy rights; you hold the right to provide and publish information concerning any artist other than yourself; you comply with all applicable law, including consumer protection, import and export, cultural property, sanctions, and anti-money-laundering law; you are not subject to sanctions and do not act on behalf of any person who is; and neither the works nor the funds involved constitute the proceeds of unlawful activity.

16. Indemnification

You will defend, indemnify, and hold harmless Fold, its affiliates, and their officers, members, and employees against any claim, loss, liability, damage, cost, or expense, including reasonable legal fees, arising out of or relating to: any inaccuracy in a statement, representation, or warranty made by you; any claim that a work is inauthentic, misattributed, forged, stolen, looted, illegally exported, or subject to a competing ownership or restitution claim; any claim that your content infringes the rights of a third party; any claim relating to information you provided concerning another artist; your failure to fulfil a sale, or defective fulfilment of one; your breach of this agreement; and your violation of any applicable law.

You will assume the defence with counsel reasonably acceptable to Fold. Fold may participate at its own expense, and may assume its own defence if you fail to act promptly.

This Section survives termination indefinitely and is not subject to the limitation in Section 17.

17. Limitation of liability

Neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits. Fold's total liability under this agreement will not exceed the fees Fold retained under Section 11.1 from your sales in the twelve months preceding the claim, not counting sales tax.

Neither limitation applies to your obligations under Section 16, to your breach of Section 6 or Section 15, or to either party's fraud, wilful misconduct, or gross negligence.

The marketplace is provided "as is". Fold does not warrant uninterrupted availability, any level of agent distribution, any discovery placement, or any volume of sales.

18. Confidentiality and buyer information

Each party will protect the other's non-public business information and use it only to perform this agreement.

Buyer information is provided to you solely to fulfil the sale. You may not use it for marketing, add it to any mailing list, sell or disclose it, or retain it beyond what the transaction and your legal obligations require. You will comply with applicable privacy law.

Fold's catalogue data and analytics are Fold's confidential information.

19. Term and termination

Either party may terminate on 30 days' written notice. Fold may suspend or terminate immediately where it reasonably believes a work's authenticity, title, or lawful origin is in question, or where you have breached this agreement.

On termination your listings are removed, but you must fulfil every confirmed sale, and all obligations relating to completed sales survive, including Sections 6, 7.4, 7.5, 11.4, 12, 13, 15, 16, 17, and 18. What a completed sale paid you is still paid out to you under Section 11.4, and can still be taken back under Section 13.

20. Disputes

The parties will first attempt in good faith to resolve any dispute directly, for 30 days, by written notice to studioassistant@foldlaboratories.com. Failing resolution, this agreement is governed by the laws of the State of Colorado, without regard to conflicts of law principles, and the exclusive venue is the state and federal courts located in Denver County, Colorado, to which both parties consent.

21. Changes

Fold may amend this agreement on 30 days' notice. Continuing to list after the effective date constitutes acceptance. Fee changes are governed by Section 11.5, and changes to the wording of statements under Section 6 are governed by Section 6.4.

22. General

Assignment. You may not assign this agreement without Fold's written consent. Fold may assign it to an affiliate or a successor.

Notices. Fold may send notices to the email address on your account. Notices to Fold are sent to studioassistant@foldlaboratories.com.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Severability. If any provision is unenforceable, the remainder stays in force.

Entire agreement. This agreement, together with the documents named in Section 1, constitutes the entire agreement between the parties on this subject.

23. Acceptance

By accepting this agreement, creating a seller account, or listing a work, you agree to be bound by it and confirm that you are authorised to do so.

24. Contact

studioassistant@foldlaboratories.com Fold Laboratories, LLC · Denver, Colorado, United States