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ImageCollect Upload Agreement

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					                        PHOTOGRAPHER IMAGE LICENSE AGREEMENT (UPLOAD AGREEMENT)

         This Photographer Image License Agreement (the “Agreement”) is made as of the date you license images to us by
uploading them to ImageCollect.com (the “Effective Date”), by and between IMAGECOLLECT, a division of AudioMicro,
Inc., a Delaware corporation, with its principal offices at 13351-D Riverside Dr # 219 Sherman Oaks, CA 91423 (the
“Company”, “ImageCollect”, and / or “AudioMicro”), and the undersigned individual or entity with its address set forth on the
signature page (“Photographer”) (collectively, the “Parties” and each, a “Party”).

           WHEREAS, Photographer is engaged in the business of creating photographic images;

        WHEREAS, the Company is in the business of arranging for the sale, licensing, and other exploitation of such
photographic images to and by end-users (“Clients”).

         NOW THEREFORE, in consideration of the mutual promises and covenants set forth in the Agreement, the adequacy
and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound by the Agreement, promise
and agree as follows:

1.         DEFINITIONS

         1.1       “Images” means any and all photographic images created by Photographer, in any and all forms, whether
created by digital, analog, electronic, or other means or methods, whether now known or hereafter invented.

           1.2     “Accepted Images” means all Images that Photographer submits to the Company and which the Company
accepts.

          1.3     “Similars” means any Image whose principal elements are depicted in a way that, when compared side-by-
side to an Accepted Image would cause an industry professional to believe they are substantially the same.

           1.4     “Home Territory” means the United States of America.

2.         TERM

          2.1      Initial Term. The Agreement commences as of the Effective Date set forth above and continues for a period
of four (4) years (the “Initial Term”), and will automatically extend thereafter for additional periods of four (4) years (each, a
“Renewal Term” and, with the Initial Term, the “Term”), unless terminated by either Party upon not less than six (6) months
written notice prior to the expiration of the Initial Term or the then current Renewal Term.

          2.2      Survival Term. Upon expiration or termination of the Term, the Company may continue to exercise the
license rights granted herein with respect to the Accepted Images in perpetuity (the “Survival Term”), subject to Section 5.5
(Payments During Survival Term).

3.         GRANT OF AUTHORITY

         3.1       Appointment. Photographer appoints the Company as Photographer's non-exclusive worldwide
photography agent with respect to the sale, licensing, and other exploitation of Accepted Images. The Parties acknowledge and
agree that in addition to the ImageCollect Photo division of the Company, the foregoing appointment, the Company’s rights
and obligations as set forth herein, and the other terms and conditions of this Agreement will also apply to such other divisions
of the Company as the Parties may agree to from time to time.

         3.2      Copyright License. Photographer grants to the Company an non-exclusive, revocable, transferable,
sublicensable, worldwide right and license to do and to authorize any of the actions set forth in Section 106 of the Copyright
Act (17 U.S.C. §106) with respect to Accepted Images, including, without limitation, the right to use, reproduce, create
derivative works of, distribute, display, transmit, and otherwise exploit Accepted Images; provided, however, that with respect
to any Accepted Images to which Photographer has previously granted rights of use to any third party, Photographer grants
only such rights that Photographer has the right to grant consistent with such prior grants, and Photographer must promptly
notify the Company of any such prior grants.

        3.3     Ownership Retained. The Company acknowledges and agrees that unless otherwise agreed to in writing, all
Images Photographer submits to the Company remain the property of Photographer.

          3.4      Marketing. The Company may reproduce and display Accepted Images in connection with the promotion
and advertising of the Company’s services without additional compensation to Photographer, including, without limitation, the
reproduction and display of “thumbnail”, “comp”, and / or “watermarked” equivalent versions of Accepted Images on the
Intranet and Internet websites of the Company, its affiliates, partners, and licensees.

4.       DELIVERY OF IMAGES

         4.1       Method of Delivery. Photographer shall submit Images to the Company on a continuous, periodic basis.
Digital Images may be submitted by means of CDs, DVDs, e-mail, File Transfer Protocol (FTP), and/or other digital storage
mediums approved by the Company. The Company will select those Images that it desires to retain as Accepted Images and
inactivate the others. All Accepted Images are stored on the Company’s digital library at the Company’s discretion, and the
Company may inactivate any Accepted Images from its inventory that it determines are no longer necessary or desirable to
retain.

         4.2      Caption Information. Photographer shall deliver with each Image all caption information required by the
Company (i.e. - Photographer’s name, date of Image, headline, location and venue where the Image was taken, person(s) in the
Image, and other relevant details of the Image). Photographer assumes all responsibility for claims resulting from insufficient,
inaccurate or incorrect captioning.

         4.3      Credit. The Company shall use good faith efforts to credit Photographer as the source of Accepted Images.
Where applicable, the Company may also credit itself as the source of Accepted Images. Photographer acknowledges that it is
not always possible to obtain photo or copyright credit on uses of Accepted Images by Clients. Accordingly, the Company
shall have no responsibility or liability for lack of credit.

5.       COMPENSATION

         5.1       Royalties. The Company shall pay to Photographer, on a monthly basis royalties equal to forty percent
(40%) of License Fees actually received by the Company from the sales, licensing, or other exploitation of Accepted Images
that were created by Photographer. "License Fees" means all revenues actually received by the Company from the sale,
licensing, or other exploitation of Images, including re-use fees and comparable net fees received from the Company's
subagents; less a forty percent (40%) distributor fee for sales made directly by the Company outside of Photographer's country
of residence (the Company will not deduct a distributor fee for sales generated by third-party international subagents); any third
party commissions (e.g., celebrities, referral fees, rights clearances, etc.); governmental fees and taxes as required by applicable
law; PayPal / credit card processing fees, bank fees, and wire transfer fees; and any other transaction costs incurred by the
Company

         5.2     Assignment Fees. The Company shall pay to Photographer, on a monthly basis, a commission equal to forty
percent (40%) of Assignment Fees actually received by the Company for paid assignments that are performed by Photographer.
“Assignment Fees” means all revenues actually received by the Company from Clients for photography or related services
performed by Photographer on paid assignments sourced by the Company.

         5.3     Adjustments. The Company may adjust Photographer’s Royalties for refunds and credits to Clients,
amounts erroneously reported as received by the Company, reasonable currency conversion costs, bank charges, and legal fees
and other expenses incurred in collection of accounts receivables, not to exceed the amount of the receivable (“Adjustments”).

      5.4      Statements and Payment Procedures. Within sixty (60) days of the end of each month during which the
Company receives License Fees and/or Commissions, the Company will provide statements to Photographer. Such statements
will include a list of all licensed Accepted Images with original upload file names. At the time each such statement is issued,
the Company will also pay Photographer all Royalties, Commissions and other amounts, if any, due to Photographer.

        5.5      Payments During Survival Term. During the Survival Term, the Company shall report and account to
Photographer for Royalties on sales, licensing and other exploitation of Accepted Images in the same manner as such Royalties
were reported and accounted for during the Term. The Company shall also report and account to Photographer for
Photographer’s share of Assignment Fees received during the Survival Term as set forth in Section 5.2 (Assignment Fees).

6.       INFRINGEMENT BY OTHERS

          6.1      Enforcement by the Company. If the copyright, or any other right in respect to Accepted Images, is
infringed or violated by a third party, the Company may, but is not obligated to, at its own cost and expense, take such legal
action, in Photographer’s name if necessary, as may be required to restrain such infringement or other violation, and to seek
damages therefor. Money damages recovered by the Company on behalf of Photographer for such infringement, whether by
settlement or judgment, are applied first toward repayment of the expenses of bringing and maintaining the action, and
thereafter, the Company shall pay forty percent (40%) of the balance to Photographer in accordance with Company policy.

        6.2     Enforcement by Photographer. If the Company does not bring such an action on Photographer’s behalf,
Photographer may do so in Photographer’s own name, and at Photographer’s own cost and expense.

7.       REPRESENTATIONS AND WARRANTIES

          7.1      By Photographer. Photographer represents and warrants to the Company as follows: (a) Photographer has
the power and authority to enter into the Agreement and to perform its obligations hereunder and does not hold membership in
any trade group or collective society that would otherwise impair Photographer’s obligations or impose additional requirements
on the Company; (b) Photographer is the sole and exclusive owner of Images, with the unrestricted right to license such
Images; (c) Images do not, and will not, infringe the copyright, trademark, right of privacy or publicity, or violate the property
interests of, and do not defame, any third party, and do not contain any matter which violates any applicable law or regulation;
and (d) Photographer is not a party to any existing agreement, and during the Term shall not enter into any agreement, with any
other photography agency or any other person or entity providing them with the exclusive right to license, sell, or otherwise
exploit any Accepted Images or Similars.

          7.2       By the Company. The Company represents and warrants to Photographer as follows: (a) the Company has
the power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the Company shall use good
faith efforts to appropriately license Accepted Images to maximize License Fees consistent with good business practices; (c)
the Company will assign a unique image reference number to each Accepted Image; (d) the Company will process all Accepted
Images according to its present or any subsequent indexing system; (e) the Company will report accurately on a regular basis
any and all sales; and (f) the Company shall use good faith efforts to collect all monies due on Accepted Images licensed on
behalf of Photographer.

8.       INDEMNIFICATION

           Photographer agrees to defend, indemnify, and hold harmless the Company, and its affiliates, officers, directors,
employees, and agents (each, an “Indemnitee”) from and against any and all third-party claims, and accompanying losses,
liabilities, costs, or expenses, including reasonable attorneys’ fees, arising out of, or in connection with, any material breach of
the Agreement, or any duty, representation, or warranty contained therein by, or any act or omission of, Photographer or
Photographer’s employees or agents. Indemnitee shall promptly notify Photographer in writing of any indemnifiable claim.
Upon Indemnitee’s request, Photographer shall defend such claim at Photographer’s expense, and Indemnitee shall cooperate
fully with Photographer in defending or settling such claim, provided that Photographer may not settle the claim without
Indemnitee’s prior written consent, which shall not be unreasonably withheld.
9.    LIMITATION OF LIABILITY

      9.1    Images. PHOTOGRAPHER AGREES THAT THE COMPANY IS NOT LIABLE FOR ANY LOSS OR
DAMAGE TO ANY IMAGES OR OTHER MATERIALS SUBMITTED TO THE COMPANY, AND PHOTOGRAPHER IS
REQUIRED TO PROVIDE OR MAINTAIN PHOTOGRAPHER’S OWN BACKUP FILES FOR ANY DIGITAL IMAGE
SUBMITTED TO THE COMPANY. PHOTOGRAPHER SHALL BEAR SOLE RESPONSIBILITY FOR OBTAINING
AND MAINTAINING ADEQUATE INSURANCE FOR PROTECTION OF IMAGES OR OTHER MATERIALS
PROVIDED TO THE COMPANY. PHOTOGRAPHER ACKNOWLEDGES THAT THIS ABSOLUTE LIMITATION ON
THE COMPANY'S LIABILITY IS A MATERIAL CONDITION FOR THE COMPANY'S ACCEPTING IMAGES, AND IF
PHOTOGRAPHER DID NOT AGREE TO THIS CLAUSE, THE COMPANY WOULD NOT ACCEPT SUBMISSION OF
ANY OF PHOTOGRAPHER’S IMAGES.

      9.2    Damages. THE COMPANY SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE
AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL THE COMPANY’S AGGREGATE LIABILITY TO PHOTOGRAPHER FOR ANY AND ALL MATTERS
RELATING TO THE AGREEMENT OR OTHERWISE EXCEED THE COMPANY’S SHARE OF LICENSE FEES
ACTUALLY RECEIVED IN THE MONTH PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION OR CLAIM
ALLEGEDLY ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE
AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY,
INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. NO ACTION,
REGARDLESS OF FORM, MAY BE BROUGHT BY PHOTOGRAPHER MORE THAN ONE (1) YEAR AFTER THE
DATE OF THE ALLEGED LOSS OR DAMAGE.

      9.3    Third Party Misuse. PHOTOGRAPHER ACKNOWLEDGES THAT THE COMPANY SHALL NOT BE
LIABLE TO PHOTOGRAPHER UNDER ANY CIRCUMSTANCES ARISING OUT OF THE MISUSE OF IMAGES BY
ANY THIRD PARTY.

10.      CONFIDENTIALITY

         10.1     Definition of Confidential Information. “Confidential Information” means any information that is either
designated as confidential by the Company, or that, under the circumstances surrounding the disclosure, ought in good faith, be
treated as confidential by Photographer.

         10.2      Protection of Confidential Information. For as long as Photographer possesses any Confidential
Information belonging to the Company, Photographer agrees to not disclose any Confidential Information of the Company to
any third party or use any of the Confidential Information except as necessary to perform Photographer's obligations under the
Agreement.

11.      TERMINATION OF THE AGREEMENT

         11.1      Termination by the Company. The Company may terminate the Agreement at any time, with or without
cause, by providing Photographer thirty (30) days written notice. In the event of a termination pursuant to this Section 11.1,
the Survival Term, and the Company’s perpetual rights to represent and license Accepted Images shall continue as set forth
herein, subject to the Company’s obligation to compensate Photographer as set forth in Section 5.5 (Payments During Survival
Term) above.

         11.2     Material Breach. Either Party may terminate the Agreement if the other Party breaches any material term or
condition of the Agreement and fails to remedy such breach within thirty (30) days after being given written notice thereof by
the non-breaching Party. In the event of a termination by the Company pursuant to this Section 11.2, (a) the Survival Term,
and the Company’s perpetual rights to represent and license Accepted Images shall continue as set forth herein, subject to the
Company’s obligation to compensate Photographer as set forth in Section 5.5 (Payments During Survival Term) above; and (b)
the Company may withhold Commissions and/or Royalties and use them to offset any liabilities and costs in connection with
Photographer’s material breach.
12.      MISCELLANEOUS

         12.1  Independent Contractor. Photographer acknowledges that it operates an independent business apart from
the Company. Nothing in the Agreement creates a partnership, employer-employee relationship or a joint venture between the
Parties.

        12.2     Binding Agreement. The Agreement is binding upon and shall inure to the benefit of the respective heirs,
executors, administrators, successors and assigns of the Parties.

         12.3     Entire Agreement. The Agreement incorporates the entire understanding of the Parties concerning the
subject matter contained herein and supercedes any and all prior agreements and understandings, oral or written, including
without limitation, the Prior Agreement. Notwithstanding the foregoing, the Company may, in its sole discretion, amend the
terms and conditions of the Agreement based upon policy changes, upon thirty (30) calendar days prior written notice to
Photographer; provided, however, that Photographer may terminate the Agreement by sending written notice of such
termination to the Company before the effective date of such changes.

           12.4     Assignment. The Parties may not assign the Agreement except that the Company may assign it to a parent,
affiliate or subsidiary company, or to a purchaser of all or a substantial portion of its assets.

        12.5     Interpretation. The headings and numbering are not to be considered or given effect in construing the
Agreement. The Agreement is not to be interpreted against the Party causing the Agreement to be drafted. The English
language version of the Agreement is to be used for interpretation of the Agreement, and any foreign language translations of
the Agreement are provided by the Company solely for convenience.

       12.6     Partial Invalidity. If any provision of the Agreement is determined to be invalid, the remainder of the
Agreement will nevertheless be deemed valid and binding.

        12.7     Waiver. No waiver of any term or condition of the Agreement, or any breach of or any part of the
Agreement, will be deemed a waiver of any other term or condition of the Agreement or of any later breach of the Agreement.
No such waiver shall be valid unless in writing and duly executed by the Parties.

        12.8     Additional Documents. Each Party shall execute and deliver any documents and perform all acts
reasonably appropriate to carry out the provisions and intent of the Agreement.

         12.9      Prevailing Law. The Agreement is to be construed in accordance with the laws of the State of California,
and any controversy arising hereunder is to be litigated solely in the federal or state courts of competent jurisdiction in Los
Angeles, CA. The Parties each consent to the jurisdiction of the courts in California and to service of process by certified mail,
return receipt requested, or overnight courier with proof of delivery.

         12.10 Legal Fees. In any action to enforce the terms of the Agreement, the prevailing Party will be entitled to
recover its reasonable attorneys’ fees, court costs, expert witness fees, investigation expenses and other similar litigation
expenses.

         12.11 Injunctive Relief. The Company has the right to enforce the Agreement and any of its provisions by
injunctive or other equitable relief, without bond or prejudice to any other rights and remedies that the Company may have for
breach of the Agreement.

          12.12 Notices. All notices to be given hereunder by either Party must be in writing and sent to the addresses set
forth below (or to any other addresses as either Party may designate in writing to the other Party). Notices are deemed duly
given (a) upon transmission when sent via email (with transmission confirmation); (b) upon actual receipt if hand-delivered or
delivered by courier; or (c) three (3) business days following the date of mailing if sent by certified or registered mail, return
receipt requested.

         To the Company:             IMAGECOLLECT
                               c/o AudioMicro, Inc.
                               13351-D Riverside Dr #219
                               Sherman Oaks, CA 91423
                               ImageCollect[at]gmail.com

     To Photographer: As set forth in your user account.




YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE, IN ADDITION TO THIS CONTENT
PROVIDER AGREEMENT READ AND AGREED TO THE TERMS OF SERVICE AND UNDERSTAND
THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

BY UPLOADING IMAGES TO IMAGECOLLECT.COM AND/OR USE OF THE SERVICE, YOU
EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, AS
APPLICABLE, AND GRANT IMAGECOLLECT THE RIGHTS SET FORTH HEREIN.

				
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Description: ImageCollect Upload Agreement