Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Haslun Studio website (the "Site"), your purchase of any artwork, and your participation in the Haslun Studio Collector Registry. By accessing the Site, purchasing any artwork, or registering in the Collector Registry, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access the Site or purchase any artwork.

1. About Haslun Studio

Haslun Studio is operated by Will Haslun (the "Artist"), an independent artist based in New York City. The Site showcases original watercolor paintings, offers limited edition prints subject to the restrictive covenant set forth in Section 4 hereof, and operates an electronic collector registry for provenance tracking and ownership verification.

2. Purchases

(a) Open Edition Prints. Open edition prints are sold through Fine Art America, a third-party print-on-demand service. Purchases made through Fine Art America are subject solely to Fine Art America's terms of service and policies. Haslun Studio has no responsibility for payment processing, fulfillment, shipping, returns, or customer service with respect to Fine Art America orders.

(b) Limited Edition Prints. Limited edition prints are sold directly by the Artist and are subject to the Right of First Refusal covenant set forth in Section 4 hereof (the "ROFR"). All sales of limited edition prints are final upon confirmation. Each limited edition print shall (i) be assigned a unique identifier and registered in the Collector Registry, and (ii) bear a physical certificate or notice permanently affixed to the reverse of the work identifying it as a registered edition subject to the ROFR.

(c) Original Works. Original paintings are sold by inquiry. Sales are confirmed via email, and payment is processed through Stripe or such other payment processor as the Artist may designate. All sales of original works are final.

3. Collector Registry

(a) Purpose. The Haslun Studio Collector Registry (the "Registry") is an electronic record of ownership and provenance maintained by the Artist at https://haslun.studio/collector.html (or such successor URL as may be designated by the Artist) for all limited edition prints. The Registry tracks the chain of title for each registered print and serves as the sole and authoritative record of ownership for purposes of these Terms. In the event of any conflict between the records maintained in the Registry and any other document or representation (including any physical certificate affixed to a Print), the Registry shall control.

(b) Registration. By registering in the Registry, whether as an initial purchaser or as a subsequent transferee, you represent, warrant, and agree that:

• You shall provide accurate and complete contact information and shall promptly update such information if it changes;
• You understand that ownership records are maintained for provenance purposes and may be disclosed to subsequent purchasers or transferees;
• You acknowledge and agree to be bound by the ROFR covenant set forth in Section 4 hereof, which runs with each Print and binds all current and future Holders; and
• You shall use the transfer procedures set forth in Section 4.4 hereof for any proposed Transfer of a registered Print.

4. Right of First Refusal; Restrictive Covenant

4.1 Definitions. For purposes of this Section 4, the following terms shall have the meanings set forth below:

• "Artist" means Will Haslun, or his successors, assigns, heirs, or estate, as applicable.
• "Holder" means any Person who holds, possesses, or claims any right, title, or interest in or to a Print, whether as owner, pledgee, custodian, executor, administrator, heir, or otherwise.
• "Person" means any individual, corporation, partnership, limited liability company, trust, estate, or other entity.
• "Print" means any limited edition print issued by Haslun Studio and registered in the Registry, together with any certificate, documentation, or physical notice affixed thereto.
• "Registry" means the Haslun Studio Collector Registry, an electronic record of ownership and provenance maintained by the Artist and accessible at https://haslun.studio/collector.html, or such successor URL as the Artist may designate from time to time by notice posted on the Site.
• "ROFR" means the Right of First Refusal granted to the Artist pursuant to Section 4.2 hereof.
• "ROFR Notice" means a written notice delivered to the Artist in accordance with Section 4.4 hereof.
• "Site" means the Haslun Studio website located at https://haslun.studio, including all subpages and successor URLs.
• "Transfer" means any sale, assignment, conveyance, gift, bequest, devise, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise, of any right, title, or interest in or to a Print.
• "Transfer Price" means, with respect to any proposed Transfer, (a) in the case of a sale or other Transfer for value, the purchase price or fair market value of the consideration to be received by the transferor, or (b) in the case of a gift or other Transfer without consideration, the fair market value of the Print as reasonably determined by the Artist.

4.2 Grant of Right of First Refusal. Each Holder, by acquiring any right, title, or interest in or to a Print (whether by purchase from the Artist, by Transfer from a prior Holder, or otherwise), hereby irrevocably grants to the Artist a Right of First Refusal with respect to any proposed Transfer of such Print, on the terms and subject to the conditions set forth in this Section 4. The ROFR shall constitute a restrictive covenant that runs with and encumbers each Print, and shall be binding upon each Holder and such Holder's successors, assigns, heirs, executors, administrators, and legal representatives, in each case regardless of whether such Person has actual knowledge of the ROFR or the terms hereof.

4.3 Covenant Running with the Print.

(a) Perpetual Encumbrance. The ROFR shall attach to and encumber each Print in perpetuity and shall not be extinguished, released, or otherwise terminated by any Transfer, regardless of (i) the number of Transfers that have occurred with respect to such Print, (ii) whether any prior Holder obtained a waiver from the Artist with respect to a prior Transfer, or (iii) whether any Holder had actual or constructive knowledge of the ROFR at the time of acquiring any interest in such Print.

(b) Transaction-Specific Waiver. Any waiver by the Artist of the ROFR with respect to a particular proposed Transfer shall apply solely to such proposed Transfer and shall not constitute a waiver with respect to any subsequent Transfer by the same or any other Holder. No waiver shall be effective unless in writing and signed by the Artist.

(c) Constructive Notice. Each Print shall bear a certificate or notice permanently affixed to the reverse thereof, which notice shall (i) identify the Print as part of a registered limited edition subject to the ROFR, (ii) state the Print's unique registry identifier, and (iii) direct any Person inspecting such Print to the Registry at https://haslun.studio/collector.html for verification of ownership and applicable terms and conditions. Such physical notice shall constitute constructive notice to all Persons of the existence of the ROFR and the terms hereof, and each Holder and any prospective purchaser or transferee shall be deemed to have inquiry notice of all matters set forth in the Registry and these Terms.

4.4 Exercise Procedures.

(a) ROFR Notice Required. Prior to effecting any Transfer, the Holder proposing to make such Transfer (the "Transferring Holder") shall deliver to the Artist a ROFR Notice setting forth (i) the identity of the proposed transferee, (ii) the material terms of the proposed Transfer, including the Transfer Price and form of consideration, (iii) the proposed closing date of such Transfer, and (iv) such other information as the Artist may reasonably request. The ROFR Notice shall be delivered through the Registry portal or by email to the address designated by the Artist, and shall be accompanied by payment of the Filing Fee (as defined below).

(b) Filing Fee. Each ROFR Notice relating to a Transfer for value shall be accompanied by a non-refundable filing fee equal to five percent (5%) of the Transfer Price (the "Filing Fee"). No Filing Fee shall be required for Transfers that are bona fide gifts to immediate family members, provided that the Transferring Holder delivers evidence satisfactory to the Artist that no consideration is being received, directly or indirectly, in connection with such Transfer.

(c) Exercise Period. The Artist shall have a period of fourteen (14) calendar days following receipt of a complete ROFR Notice and Filing Fee (the "Exercise Period") within which to elect, by written notice to the Transferring Holder, to exercise the ROFR and purchase the Print at the Transfer Price. Time shall be of the essence with respect to the Exercise Period.

(d) Closing. If the Artist elects to exercise the ROFR, the closing of the purchase shall occur within thirty (30) calendar days following delivery of the Artist's election notice, at which time the Artist shall pay the Transfer Price to the Transferring Holder and the Transferring Holder shall deliver the Print, together with all associated documentation, to the Artist.

(e) Waiver or Expiration. If the Artist (i) delivers written notice to the Transferring Holder declining to exercise the ROFR, or (ii) fails to deliver an election notice prior to the expiration of the Exercise Period, the Transferring Holder may, within sixty (60) calendar days thereafter, complete the proposed Transfer to the proposed transferee identified in the ROFR Notice, at a price not less than the Transfer Price set forth therein. Any proposed Transfer not consummated within such sixty (60) day period shall again be subject to the ROFR and shall require delivery of a new ROFR Notice.

4.5 Excluded Transfers; Estate Matters.

(a) Prohibited Transfers. No Holder shall Transfer any Print, or any interest therein, except in compliance with this Section 4. Any Transfer or purported Transfer in violation hereof shall be void ab initio and shall not be recognized by the Artist or recorded in the Registry.

(b) Estate Exclusion. Each Holder acknowledges and agrees that (i) the secondary market for fine art is frequently disrupted by the inclusion of artwork in estates, trusts, and testamentary dispositions, where such works may be liquidated or distributed according to considerations unrelated to artistic merit or the interests of the artist; (ii) the ROFR is intended, in part, to protect against such disruption; and (iii) accordingly, no Print may be included in, or made subject to, any estate, trust, testamentary disposition, or similar arrangement except with the prior written consent of the Artist. Upon the death of any Holder, the ROFR shall automatically be triggered, and the Artist may, within ninety (90) calendar days following receipt of notice of such death, elect to purchase the Print at a price equal to the lesser of (x) the most recent Transfer Price recorded in the Registry, or (y) the fair market value of the Print as of the date of death, as reasonably determined by the Artist. The executor, administrator, personal representative, or other fiduciary of the deceased Holder's estate (collectively, the "Estate Representative") shall be obligated to deliver the ROFR Notice and cooperate in the closing of such purchase. If the Artist declines to exercise the ROFR or fails to deliver an election notice within such ninety (90) day period, the Estate Representative may Transfer the Print in accordance with the terms of Section 4.4.

(c) Binding Effect. The provisions of this Section 4.5 shall be binding upon each Holder and such Holder's heirs, executors, administrators, personal representatives, successors, and assigns, each of whom shall be deemed to have accepted the terms hereof as a condition of the original sale or subsequent Transfer of each Print.

4.6 Remedies.

(a) Equitable Relief. Each Holder acknowledges and agrees that (i) any breach or threatened breach of this Section 4 would cause irreparable harm to the Artist for which monetary damages would be inadequate, and (ii) in addition to any other remedies available at law or in equity, the Artist shall be entitled to seek specific performance and injunctive or other equitable relief to enforce the provisions hereof, without the necessity of proving actual damages or posting any bond or other security.

(b) Void Transfers. Any Transfer effected in violation of this Section 4 shall be void and of no force or effect. The Artist shall not be obligated to recognize any such Transfer or to record any change of ownership in the Registry with respect thereto.

4.7 Representations and Acknowledgments. By acquiring any Print, each Holder represents, warrants, and acknowledges that such Holder (a) has received, read, and understands these Terms of Service, including this Section 4; (b) has had the opportunity to consult with legal counsel regarding the ROFR and its implications; (c) understands that the ROFR constitutes a material encumbrance on such Holder's ability to Transfer the Print; (d) voluntarily accepts such encumbrance as a condition of acquiring the Print; and (e) agrees to be bound by all terms and conditions set forth herein.

5. Intellectual Property

All artwork, images, and content on this site are the intellectual property of Will Haslun / Haslun Studio. Purchasing a print or original grants you ownership of the physical work, not reproduction rights.

You may not reproduce, distribute, or create derivative works from any images without written permission. Personal, non-commercial photography of owned works is permitted.

6. Website Use

You agree to use this website for lawful purposes only. The Color Lab and other interactive tools are provided for educational and entertainment purposes.

7. Disclaimers; Limitation of Liability

(a) No Investment Advice. Nothing on this website or in these Terms of Service shall constitute investment, financial, tax, or legal advice. Artwork is sold for aesthetic and collectible purposes and is not a regulated security or financial instrument. The Artist makes no representations or warranties regarding the appreciation, depreciation, or future value of any Print or original work.

(b) As-Is Basis. THIS WEBSITE AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(c) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ARTIST OR HASLUN STUDIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, ANY PRINT, OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE ARTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. General Provisions

(a) Governing Law. These Terms of Service, and any dispute arising out of or relating hereto or to any Print or the Registry, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

(b) Jurisdiction; Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the purpose of any action or proceeding arising out of or relating to these Terms of Service, and each party hereby irrevocably waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) Severability. If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and these Terms of Service shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the essential economic terms of the transaction are not thereby substantially impaired.

(d) Waiver. No waiver of any provision of these Terms of Service shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

(e) Assignment. The Artist may assign or transfer any or all of its rights and obligations under these Terms of Service, including the ROFR, without the consent of any Holder. No Holder may assign or transfer any of its rights or obligations hereunder except in connection with a Transfer effected in accordance with Section 4.

(f) Entire Agreement. These Terms of Service, together with any certificate or notice affixed to a Print and the records maintained in the Registry, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

(g) Amendment. The Artist reserves the right to amend these Terms of Service at any time by posting the amended terms on this website. With respect to the ROFR and the provisions of Section 4, no amendment shall apply retroactively to any Print issued prior to such amendment without the written consent of the Holder thereof; provided, however, that any amendment that is solely beneficial to Holders shall be effective as to all Prints upon posting.

(h) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be delivered through the Registry portal, by email to the address on file in the Registry, or by such other means as the Artist may designate from time to time. Notice shall be deemed given upon transmission (if by electronic means) or upon receipt (if by other means).

(i) Headings. The headings in these Terms of Service are for convenience of reference only and shall not affect the interpretation hereof.

(j) Survival. The provisions of Sections 4, 5, 7, and 8 shall survive any termination or expiration of these Terms of Service or the sale of any Print.

9. Contact

Questions regarding these Terms of Service should be directed to: hello@haslun.studio

— Will Haslun, Haslun Studio