Ginnava Trade Program and Curator Program Terms and Conditions

Welcome to the Ginnava Trade Program and Curator Program (the "Programs"). The Programs offer exclusive savings, dedicated service, and access to special artworks only available to professionals on Ginnava. These Ginnava Trade Program and Curator Program Terms and Conditions (the "Terms") govern the Programs. The Terms are a binding legal agreement between you and Ginnava LLC ("Ginnava," "we," "our," or "us"). By applying to or participating in the Ginnava Trade Program or Curator Program in any way, you agree to be bound by all of these Terms. The Terms are also incorporated into the Ginnava Partner Profile Policy and are subject to the Ginnava Terms of Use.



1. Approval and Benefits.

To access the Programs, you must apply with Ginnava. Ginnava may require certain documentation to verify your trade or business status, which may include business registrations, trade group membership records, licenses, certifications, or tax records. Ginnava reserves the right to approve or deny any applications to the Programs for any reason and at any time in its sole discretion. Approved members of the Programs ("Trade Members" or "Curators") may qualify for discounts, dedicated support, and access to certain artworks for purchase on the Ginnava Platform website and mobile app (the "Ginnava Platform"). Not all professionals will be eligible for the Programs and not all artworks on the Ginnava Platform will be eligible for discounts in the Programs. By applying to the Programs, you also agree to subscribe to emails about the Programs. You may unsubscribe at any time.

2. Referrals and Commission.

As a Trade Member, you may refer artworks to your clients by sending a referral code through the Trade Program dashboard or sharing artworks via your Portfolio or Client Project.

Referral codes that you send to a client may be used by the recipient to make a discounted purchase on eligible artworks in the Ginnava Platform. The terms of the discount will be detailed in the message to the recipient. Discounts will not apply to tax or shipping costs. You may only send referral codes to your clients. Referral codes may expire, may not be combined with any other promotional programs, codes or coupons, may only be used on the Ginnava Platform, and may not be transferred or redeemed for cash. You confirm that you have the consent of each recipient before sending a referral code. You may not send referral codes to residents of the European Union or where prohibited by law.

If you send a referral code to a client or share an artwork via your Portfolio or Client Project and that person places a qualified order, then you will be eligible to receive commission equal to a percentage of the cost of the purchases (excluding tax and shipping) made by the client. You agree to claim Commission within twelve (12) months of earning it.

You may also earn commission for certain purchases from the Ginnava Platform that you make directly through your Trade Member account. However, artworks sold at a "Trade Price" or as part of a "Quote" (as defined in Section 4. below) are not eligible for any commission.

Ginnava reserves the right to cancel or rescind any codes or commission if we determine that an involved party has violated these Terms or Ginnava's Terms of Use, including through any fraudulent or misleading referral activity (for example, by using multiple identities, email addresses, or Ginnava accounts, providing false or misleading information, posting referral codes on deal websites, or conducting any kind of funny business) or if the party's Ginnava account is closed for any reason.

3. Tax Exemption.

A. Requirements for Tax Exemption. If you are a Trade Member or Curator with tax-exempt status, you may be eligible to make tax-exempt purchases on the Ginnava Platform. To request tax-exempt status, you must provide us with a valid resale certificate or other tax exemption certification acceptable to the tax authority for the jurisdiction in which you are requesting tax exemption through the Trade Member or Curator dashboard. We reserve the right to approve or deny any request in our sole discretion at any time. If we approve your request, then subject to these Terms, our systems will be automatically configured NOT to collect sales or use taxes from you for purchases made on the Ginnava Platform from participating sellers (as described below) to be shipped to a jurisdiction for which you have been approved during the time period set forth in your resale certificate or tax exemption certification.


B. Representations, Warranties and Indemnification. You represent and warrant to Ginnava that any resale certificate or tax certification that you provide to us is valid and accurately reflects your tax status, and that you will provide updates as needed to ensure the resale certificate or other certification remains accurate at all times. Ginnava will not be responsible to and will not collect or remit sales or use tax for any artworks or services that you purchase on the Ginnava Platform using an account designated with tax-exempt status and shipped to enrolled state tax jurisdictions. You agree not to use your tax-exempt account for the purchase of artworks or services that are not eligible for tax-exempt status. You further agree that if you do not use the artworks or services purchased with your tax-exempt account for the purpose for which your tax exemption applies, you will report and pay sales and use taxes directly to the state relating to the artworks or services to the extent required by law. In order to qualify for exemption, you may be required by law to make purchases using your organization's payment method (e.g., a company credit card) and not a personal payment method (e.g., a personal credit card). You agree to indemnify and hold Ginnava and the seller of the items that you purchase with your tax-exempt status harmless for any and all claims relating to your breach of any representation, warranty, or obligation set forth in this section.


C. Participating Sellers. The Programs only make tax-exempt purchases available to customers purchasing artworks on the Ginnava Platform that are sold by sellers participating in the Programs. In addition, Ginnava reserves the right to determine which artworks are eligible for tax-exemption on the Programs.


Ginnava may send you a quote, which consists of a list of goods offered for sale through the Ginnava platform at potentially discounted prices (a "Quote"). Each Quote is prepared by a Ginnava representative exclusively for a single eligible Trade Member or Curator and may only be purchased through the intended recipient's Ginnava account. Quotes are confidential and any distribution is prohibited and may result in cancellation of the Quote. Quotes expire on the date and time listed in the Quote (the "Expiration Date"). Ginnava's inventory may change at any time and we do not guarantee that the items in a Quote will remain available through the Expiration Date. If any of the items in your Quote becomes unavailable prior to your purchase, the entire Quote will be unavailable to purchase. If you add or remove any items to your Quote or change it in any way, the entire Quote will be unavailable to purchase. The quote may only be purchased in its entirety and only once. If your Quote is expired or no longer available to purchase, or if you'd like to make changes to your Quote, contact your Account Manager to receive an updated quote. Ginnava reserves the right to correct any pricing error, inaccuracy or omission and to retract any Quote. Sales tax will be applied to your Quote where applicable, unless you have registered as a tax-exempt Trade Member or Curator with Ginnava prior to your purchase. Items purchased in your quote are not eligible for any commission or rebates. All items in the Quote are subject to the Ginnava Return Policy unless marked otherwise.

5. Miscellaneous.

Ginnava reserves the right to modify these Terms at any time in our sole discretion. All changes will be effective upon our posting notice of such changes on the Ginnava website or mobile app or in another manner in our reasonable discretion. You agree that your continued use of the Programs after such changes constitutes your acceptance of such changes. If you do not agree with any of the updates to the Terms, you should not use the Programs. You may not assign any rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Subject to that restriction, the Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

(Effective as of June 11, 2019)