Definitions

Agreement
Merchandise License Agreement ("Agreement"). This Agreement contains the terms and conditions under which Omni Visions (FinerWorks.com) offers to sell to a third party, called a Buyer, a printed image file setup and created by registered users of the FinerWorks.com web site through the use of the Create-a-Print© technology.

Artist
For the purpose of this Agreement an Artist is any person or entity that possesses intellectual property rights to the image file they upload or an authorized agent of the artist, and that and display the image file at FinerWorks.com. For the purpose of this agreement and payment of royalties, the Artist is considered an independent contractor and not an employee of Omni Visions or FinerWorks.

Seller
For the purpose of this Agreement the Seller is Omni Visions, a digital media company, doing business as FinerWorks.com and FinerWorks. Notwithstanding the actual physical location of print studio(s) of FinerWorks, for the purpose of this agreement, FinerWorks is located at 15851 Colton Well, San Antonio, Texas 78247.

Buyer
For the purpose of this Agreement the Buyer is any third party that wished to purchase a print made available by either the artist or the Seller.

License Cancellation
License cancellation occurs when, this Agreement is nullified by the Artist or the Seller removing a print file from the Artist’s account, modifies the recorded print file’s database settings by indicating a print is not for sale, changing the status of print file so it is not available for potential Buyer viewing or direct purchase or canceling their user account on FinerWorks.com.

Cancellation of an Account
The Artist may cancel an account at any time which nullifies parts of this Agreement which grants the Seller the rights to sell the Artists’ prints. Cancellation of an account can be done by sending an e-mail request or fax message accompanied by their username and password.

Create-a-Print©
The Create-a-Print© technology is web-based print setup software developed by the Seller and offered to Artists that use the FinerWorks web site. The Create-a-Print© allows Artists to setup their prints by uploading image files, sizing, cropping and previewing so that they can order or post virtual copies for future orders which they or potential buyers can reference for ordering.

Licensed Print Products
Licensed Print Products are those prints produced by FinerWorks.com as a result of print files setup by the Artist at FinerWorks.com using the Create-a-Print© technology and in which the Artist is granting the seller permission to buy or sell the said prints.

This Agreement is between the Artist and the Seller with respect to the use of certain images created by the Artist for the Licensed Print Products which will be sold to a Buyer.

The purpose of this agreement is to show the Artist has indicated acceptance of this Agreement be assigned to any print files they setup and create online through the FinerWorks Create-a-Print© technology; and the Artist has created the Image that the Artist wishes to license for purposes of manufacture and sale; and the Seller wishes to use the Image to create a certain product or products for manufacture and sale.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows:

1. Grant of Merchandising Rights. The Artist grants to the Seller the nonexclusive right to use Images in which the Artist maintains ownership and which the Artist has setup as prints using the Create-a-Print© technology and have indicated are licensed for Sale directly through the FinerWorks.com web site. The Artist, by indicating within the Create-a-Print© technology, the Seller may market and distribute copies of the image in printed format as set by the Artist to customers located worldwide and in approved countries up until either license cancellation or account cancellation occurs. Upon written notice license cancellation or account cancellation, the Seller agrees to remove any applicable images submitted by the Artist from the FinerWorks web site and will no longer make copies of the prints available for sale.

2. Ownership of Copyright. The Artist shall retain all copyrights and affirms their role as intellectual property rights holder for Licensed Print Products. The Artist assumes liability for all copyright claims pertaining to any print file’s they upload and make available for purchase for Buyers.

3. Advance and Royalties. Seller agrees to pay Artist a nonrefundable advance in the amount of $0 USD. Seller further agrees to pay Artist a royalty of forty percent (40%) of the net sales of the Licensed Print. “Net sales” as used herein shall mean sales to customers less custom mounting and framing services, certificates, prepaid freight, discounts and credits for lawful and customary volume rebates, actual returns, and allowances. Royalties shall be deemed to accrue when the Licensed Prints are sold, shipped, and received by the Buyer.

4. Payments and Statements of Account. Royalty payments shall be issued in the form of a check or PayPal payment monthly on the last Friday of each month as long as the Artist has has a balance of $25 or greater in pending royalties. If the Artist fails to reach the balance of $25, the balance will carry over into the following month. The Seller shall furnish Artist with an online monthly statement of account showing the kinds and quantities of all Licensed Print Products sold, and the prices received therefore, and all for volume discounts and returns.

5. Samples and Inventory. The Artist shall have the right to purchase samples of the Licensed Prints at the Seller’s regular cost as indicated by the Create-a-Print© technology. The Artist grants the Seller the right to display prints in traditional retail establishments of their choosing to include but is not limited to print studios, galleries, trade shows and other online stores. Royalties for any sales of sample prints will be awarded to the Artist under the same terms specified in paragraph of this agreement titled “Advance and Royalties”. The Seller may choose to maintain an inventory of prints in advance of sales in order to quickly fulfill the demand of a buyer or series of buyers.

6. Quality of Reproductions. The Seller shall have the right to approve the quality of the reproduction of the Image as Licensed Prints and cancel or void sales to a Buyer where the Seller deems the image quality provided by the Artist is not suitable for production or reflects poor workmanship as a Licensed Print. The Seller reserves the right not to sell Licensed Print Products to a Buyer at the discretion of the Artist or Seller. Reserving the right not to sell does not cancel this Agreement.

7. Promotion. Seller shall use its best efforts to promote, distribute, and sell the Licensed Prints through the FinerWorks web site and other online marketing endeavors. The Artist may also promote, market and redistribute Licensed Print Products.

8. Reservation of Rights. All rights not specifically transferred by this Agreement are reserved to the Artist.

9. Indemnification. The Artist shall hold the Seller harmless from and against any loss, expense, or damage occasioned by any claim, demand, suit, or recovery against the Artist arising out of the use or sale of the Image for the Licensed Prints. The Seller offers no warranties on the frequency or number of sales of Licensed Print Products provided by the Artist.

10. Assignment. Neither party shall assign rights or obligations under this Agreement, except that the Artist may assign the right to receive money due hereunder.

11. Unions and Guilds. The Artist acknowledge that FinerWorks is not part of a collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

12. Tax Information. Artist must provide taxpayer identification information to the Seller. If the Artist earns more than $600.00 in royalties per calendar year, the Seller will file form 1099 with the IRS, naming the Artist as a contractor who received the taxable income. If the Seller does not have current taxpayer information for the Artist on file for a particular year, payments due to the Artist under this Agreement will not be made to the Artist until December 31st of such year, and all of such payments may be subject to a 30% withholding which will be submitted to the IRS. Artist’s not originating or receiving payment in the U.S. may be exempt from such said withholdings. Any Interest accrued while earnings remain in the possession of the Seller will remain with the Seller regardless of payment schedule and payment time frame.

13. Nature of Contract. Nothing herein shall be construed to constitute the parties hereto joint ventures, nor shall any similar relationship be deemed to exist between them.

14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas, within the United States of America; Seller consents to the jurisdiction of the courts of the State of Texas, within the United States of America.

15. Addresses. All notices, demands, payments, royalty payments, and statements shall be sent to the Artist at the address indicated within their FinerWorks account and to the Seller at the following address Omni Visions, 15851 Colton Well, San Antonio, Texas 78247.

16. Modifications of this Agreement. The Seller holds the rights to modify any of the terms and conditions shown in this Agreement, at any time and at its sole discretion. The Seller will post updated version of this license for review within 3 days of any amendment. Artists are responsible for reviewing this Agreement on the Seller’s web site. If any terms of this Agreement are or become unacceptable to the Artist, the artist must immediately submit a cancellation request in writing, indicating cancellation of this Agreement. If the Seller modifies the royalty percentage as less than the amount outlined under the paragraph of this Agreement titled ”Advance and Royalties”, the Seller will require the Artist to accept this Agreement again before producing the print at the Buyer’s request.

17. Termination of this Agreement The Artist may terminate their Licensing Contract to Merchandise Images with the Seller at any time. Cancellation of an account must be done by sending an e-mail request or fax message accompanied by their username and password. The Seller reserves the right to cancel this agreement with the Artist at anytime without notice.

18. Survival. The following Sections will survive termination of your Account: 2, 8, 9, 10,11,12,14,15, and 16