PiXL Me Artist Agreement

THIS ARTIST AGREEMENT GOVERNS YOUR SUBMISSION OF ANY PHOTOGRAPHS, DRAWINGS, DESIGNS, ILLUSTRATIONS, OR OTHER IMAGES (COLLECTIVELY, "IMAGES") TO THE ONLINE WEBSITES, INTERFACES, FEATURES, AND SERVICES (COLLECTIVELY, THE "SERVICES") OWNED AND OPERATED BY PIXL ME AND ITS AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, "PIXL ME," "WE," "US," or "OUR"). THIS ARTIST AGREEMENT INCLUDES AN ARBITRATION CLAUSE AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE LAWSUIT. BY ACCESSING OR USING THE SERVICES, YOU ATTEST THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND ARE LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT. IF YOU DO NOT AGREE TO BE BOUND BY THIS ARTIST AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES. THIS ARTIST AGREEMENT MAY BE UPDATED FROM TIME TO TIME. PLEASE READ THIS ARTIST AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

1. Access to the Services

PiXL Me reserves the right to withdraw or amend the Services in its sole discretion without notice from time to time. PiXL Me will not be liable if for any reason if all or any part of the Services are unavailable at any time or for any period. PiXL Me assumes no responsibility regarding the accuracy, availability, currency, or usefulness of the Services.

2. Use of the Services

By submitting Images to the Services, you agree to be bound by this Artist Agreement as well as PiXL Me's Artist Guidelines, PiXL Me's Terms of Use, and PiXL Me's Privacy Policy. PiXL Me may terminate your access or use of the Services any time without further notice, in addition to PiXL Me's other rights at law and/or equity. By submitting Images to the Services, you agree to be bound by all such changes.

3. License

(a) Grant of Rights. By submitting Images to PiXL Me, you grant to PiXL Me a worldwide, non-exclusive, transferable, and sublicensable right and license to use, index, analyze, categorize, archive reproduce, publicly display, advertise and market, such Images for PiXL Me's business purposes, including but not limited to the distribution of your Images to PiXL Me customers and to develop new features and products.

(b) Adaptation. For purposes of clarity and without limiting the foregoing, you acknowledge and agree that the rights and license granted to PiXL Me under this Artist Agreement include PiXL Me's rights: (i) to modify, edit, combine with other materials (including, but not limited to, in combination or conjunction with your name or any other name, or no name), translate, include in collective works, and create derivative works of the Images in whole or in part (collectively, "Adapt," "Adapted," and "Adaptation" have correlative meanings); and (ii) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Images, in whole or in part, as provided by you or as Adapted for such purposes and uses as are permitted under this Section 3(b).

(c) Other PiXL Me Rights. PiXL Me shall have the rights (i) not to use or exploit the Images and (ii) to exercise its rights under this license through any of its employees, agents, and independent contractors.

4. Submission of Images

You shall:

• (a) deliver the Images to PiXL Me via your PiXL Me artist account or as otherwise requested by PiXL Me;
• (b) prior to delivery of the Images, obtain from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any such Images, such written and signed licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for PiXL Me to exercise its rights in the Images without incurring any payment or other obligation to, or otherwise violating any right of, any such person;
• (c) prior to or concurrently with delivery of the Images, provide PiXL Me with a copy of each such fully executed Permission; and
• (d) retain the original photographic negatives, digital or electronic files, or other tangible embodiments of the Images throughout your use of the Services and for two (2) years thereafter.

5. Ownership of Content

You own and retain all right, title, and interest in and to the Images, subject to the license granted in Section 3(a). PiXL Me will own and retain all right, title, and interest in and to all Adaptations of the Images made by, or by any third party for the benefit of, PiXL Me, subject to your rights in the underlying Images.

6. Copyright Infringement

The PiXL Me logos, product and service names are trademarks owned or licensed by PiXL Me or its licensors. Images, text, or other information posted or found on the Services are solely for the use of users who agree to abide by this Artist Agreement and PiXL Me's Privacy Policy, and may not be accessed, used, reproduced, or published for any purpose, commercial or otherwise, without the express written permission of PiXL Me and the owner(s) of the images, text, or other information. If you believe that anything on the Services infringes your copyrighted work, please provide PiXL Me with written notice of such infringement. Such notice must include the following to be in compliance with the U.S. Digital Millennium Copyright Act ("DMCA"): (a) the physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) information reasonably sufficient to permit us to locate the copyrighted work; (d) your contact information, including, your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and (f) a statement that the information in the written notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Send the written notice to PiXL Me's designated agent for notice of alleged copyright infringement at:

By Email: Support@PiXLMe.com
By Mail: PiXL Me, Inc., Artist Support, #208, 555 N. El Camino Real, Suite A, San Clemente, CA 92672
Phone: (949) 218-1585

PiXL Me reserves the right to remove or restrict access to any Images alleged to be infringing or terminate your account if you are determined to be a repeat infringer. PiXL Me may do so in its sole discretion, without prior notice, and without any obligation or liability to you.

7. Use of Your Name, Likeness, and Information

You grant to PiXL Me a worldwide, non-exclusive right to use your name, image, likeness, and biographical and professional information (including information you provide to PiXL Me and any other information about you that is publicly available) in connection with the Images and any Adaptations, including to advertise and promote the same or any good or service that features or includes at least one of the Images, in whole or in part, as provided by you unmodified or as Adapted, without further consent from, or any payment or other compensation to, you.

8. Payment

• (a) PiXL Me will pay you a pro-rata share each Image generates in collected revenue as set forth in the PiXL Me Artist Payment Schedule in effect at the time of the access by the customer (which is incorporated herein) for customer access of an Image for which PiXL Me receives payment. If a PiXL Me customer accesses the same Image more than once, you will be paid once only.
• (b) Royalty payments and accompanying statements will be issued monthly, on the first business day following the fourteenth (14th) day of each month, for the previous month's accessed images. Payments are automatic and do not need to be requested. If you receive your payments through an online payment processing service, you may not share your online payment processing service account with another PiXL Me artist. PiXL Me's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
• (c) You will be responsible for payment of all applicable taxes on payments made to you by PiXL Me. If you are a "US Person" as said term is defined by the Internal Revenue Service ("IRS"), a current, signed and completed IRS Form W-9 must be submitted to PiXL Me for PiXL Me to make payments to you. If you are a "Foreign Person" as said term is defined by the IRS, a current, signed, completed and appropriate IRS form W-8-BEN or W-8-BEN-E must be submitted to PiXL Me in order for PiXL Me to make payments to you.
• (d) PiXL Me may recoup royalties paid to you in connection with refunds issued by PiXL Me by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. If PiXL Me makes an overpayment of royalties or other compensation to you for any reason, PiXL Me shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
• (e) There is a minimum payout rate per accounting period of ten dollars (USD $10.00) (the "Payout Minimum"). If during an accounting period, you haven't reached the Payout Minimum or provided PiXL Me a valid electronic payment account, your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties.

9. Representations and Warranties

(a) Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Artist Agreement.

(b) Your Representations and Warranties. By providing the Images to PiXL Me, you hereby represent and warrant that:

• (i) the Images are your sole and original creation;
• (ii) you have not granted will not grant any license, lien, security interest, or other encumbrance in, to, or under the Images, and have not and will not enter into any license or contractual or other obligation that could conflict or interfere with PiXL Me's receipt or exercise of its rights or license hereunder;
• (iii) you are the sole and exclusive legal and beneficial owner of the entire right, title, and interest in and to the Images, including all copyrights and other intellectual property rights therein;
• (iv) you have obtained, in legally binding and irrevocable written instruments, all Permissions as are or reasonably may be expected to be necessary for PiXL Me and each of the other PiXL Me Parties to fully and lawfully exercise PiXL Me's rights and licenses under this Artist Agreement, including all required Permissions of the representatives of any deceased individuals who are, or whose property is, identified, depicted or otherwise referred to in such Images;
• (v) there is no settled, pending, or threatened litigation, opposition, or other claim or proceeding challenging your ownership of copyrights in or use of the Images;
• (vi) you have not brought or threatened any claim against any third party alleging infringement of any of the Images;
• (vii) any caption, text, or other information you submit for or concerning the Images is true, accurate, complete, and not misleading; and
• (viii) the Images do not, and use thereof as permitted hereunder will not, violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy.

10. Confidentiality

You acknowledge that you may acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

11. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS," "AS AVAILABLE," AND AT THE USER'S SOLE RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THIS ARTIST AGREEMENT, PIXL ME MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE SERVICES: (A) ARE FIT FOR A PARTICULAR PURPOSE; (B) DO NOT INFRINGE THIRD PARTY RIGHTS; (C) ARE ACCURATE OR ERROR FREE OR WILL MEET YOUR NEEDS OR REQUIREMENTS; OR (D) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PIXL ME'S LIABILITY OUT OF OR IN CONNECTION WITH THIS ARTIST AGREEMENT IS LIMITED TO THE ROYALTIES PAID TO YOU FOR THE IMAGE(S) IN QUESTION. IN NO EVENT WILL PIXL ME OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE IMAGES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, THAT RESULT FROM YOUR SUBMISSION OF ANY IMAGES OR USE OF THE SERVICES AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Indemnification

You shall indemnify, defend, and hold harmless PiXL Me and PiXL Me's respective officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by you of your representations, warranties, covenants, or other obligations hereunder.

14. Dispute Resolution: Mandatory Binding Individual Arbitration and Class and Collective Action Waiver

Important: This Section 14 limits certain LEGAL rights and includes a waiver to the right to maintain a court action, the right to a jury trial, and the right to participate in any form of class or representative ACTION and limits your ability to obtain certain remedies and forms of relief. Please review carefully.

(a) In the unlikely event that a disagreement arises between you and PiXL Me, prior to initiating any arbitration or lawsuit, you must first contact PiXL Me directly so that we may work in good faith to find a mutually agreeable solution. If the issue cannot be resolved between you and PiXL Me within sixty (60) days of written notice, you and PiXL Me agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Services or this Artist Agreement (collectively, "Dispute") through binding INDIVIDUAL ARBITRATION, or as we and you otherwise agree in writing. This Section 14 shall survive termination of this Artist Agreement.

(b) CLASS AND COLLECTIVE ACTION WAIVER: You and PiXL Me explicitly agree to the fullest extent allowable and enforceable under applicable law, that the arbitrator must decide any Dispute on an individual basis. NO DISPUTE SHALL BE ARBITRATED ON A CLASS, REPRESENTATIVE OR CONSOLIDATED BASIS. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated absent the express written consent of PiXL Me.

Arbitration Procedure:

• (i) We require you to first contact PiXL Me directly at Support@PiXLMe.com to seek a resolution. If we cannot resolve a Dispute within sixty (60) days, then, to the fullest extent permitted by applicable law, Disputes shall be resolved solely by a single, neutral arbitrator of the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' Streamlined Arbitration Rules and Procedures.
• (ii) You are responsible for paying your portion of the fees set forth in the JAMS fee schedule. PiXL Me will pay all remaining JAMS fees. If your claim against PiXL Me is for less than $1,000, and you succeed on the merits, PiXL Me will pay all fees.
• (iii) WITH ARBITRATION: (1) THERE IS NO JUDGE OR JURY; (2) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND (3) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• (iv) Certain portions of this Section 14 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act and JAMS' Streamlined Arbitration Rules.
• (v) In the event that JAMS is unavailable or unwilling to hear the Dispute, you and PiXL Me shall agree to, or a court shall select, another arbitration provider.
• (vi) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

15. Governing Law and Jurisdiction

This Artist Agreement and the relationship between you and PiXL Me shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. Subject to Section 14, you hereby consent and submit to personal jurisdiction in the state and federal courts located in Wilmington, Delaware.

16. Survival

This Section 16 and Sections 10, 12, 13, 14, and 18 will survive any termination or expiration of this Artist Agreement.

17. Waiver and Severability

If any provision of this Artist Agreement is judged to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remainder shall not be affected. PiXL Me's failure to enforce any provision of this Artist Agreement shall not be deemed a waiver of the provision or any right under this Artist Agreement.

18. Entire Agreement

This Artist Agreement as well as PiXL Me's Artist Guidelines, PiXL Me's Terms of Use, and PiXL Me's Privacy Policy constitute the sole and entire agreement between you and PiXL Me with respect to the Images and Services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Images and Services. This Artist Agreement and all of your rights and obligations under this Artist Agreement are not assignable or transferable by you without PiXL Me's prior written consent. PiXL Me may freely assign, transfer, or delegate this Artist Agreement or any of PiXL Me's rights and obligations under them.

19. Contact

The Services is operated by PiXL Me, Inc. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: Support@PiXLMe.com or PiXL Me, Inc., Attn: Electronic Communications Delivery Policy, #208, 555 N. El Camino Real, Suite A, San Clemente, CA 92672.