This agreement should convey to you what we intend to do with your artwork, and what not. Here is where to look, should questions arise such as : Is easytech allowed to derivate works?

All this serves to ensure your rights as copyright holder to the artwork you provide. We do not want to buy your artwork. It remains your property. However for EasyTech to work, you have to permit usage to a certain extend.

This Agreement governs the terms by which graphic designers, illustrators, or other artists provide digital swOp! Artwork (as defined below under "Provision of Artwork"), on a non-exclusive basis, for the purpose of producing vinyl stickeres to be offered through the website at http://eshop.easytechmp3.com This Terms and Agreement is in addition to the Condition of Use applicable to the Site. In the event of any inconsistency between this Agreement and the Condition of Use, tehe terms of this Agreement shall govern.

Background of Agreement

This is a legal agreement between any artist intending to supply material for the contest, production and sale of swOp! through the Site (in this agreement referred to as "you" or the "Supplier") and EasyTech (in this Agreement referred to by swOp!), the operator of the Site. The supplier wishes to appoint EasyTech as its non-exclusive agent to produce and sell swOp! based on the Artwork provided by the supplier in the contest on the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may obtain the design templates from the Site and participate the contest by sending it via email attachment to estore@easytechmp3.com with "swOp! design contest" as the subject title. With each such submission of swOp! Artwork, you thereby agree to be bound by the terms of this Agreement. Each such submission of swOp! Artwork will be regarded as a proposal to be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each such submission containing your swOp! Artwork. This document contains many important provisions that affect your rights and obligations. We encourage you to print a copy of the Agreement for your records. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under "Term and Termination".

Provision of Artwork

The parties acknowledge that the Supplier may, from time to time, provide swOp! design composition to EasyTech, on the condition that any of the Supplier's graphic designs, illustrations and other material (collectively, "original Artwork") are adapted and tailored to design templates initially supplied by EasyTech (collectively, "swOp!"). Any artwork not appropriated to these design templates will not satisfy the quality standards and therefore not be regarded as relevant artwork to be considered for the contest. Besides swOp! being the main object sought after by EasyTech, other supplemental artwork or written information may be transamitted between Supplier and EasyTech, to serve corresponding marketing and promotional purpose and may be processed by EasyTech or a third party appointed by EasyTech in order to create promotional items (hence "Promotional Artwork"). This includes images to present swOp! on the Sites. Where not otherwise stated, the provisions in this Agreement apply to Original Artwork, Promotional Artwork and swOp! Artwork. Where not otherwise differenciated, all three definitions of artwork (Original Artwork, swOp! Artwork and Promotional Artwork) will be referred to simply as Artwork. You may not use the design templates provided by EasyTech for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of the authors or others. In addition to the terms of this Agreement, the parties acknowledge that the provision of all swOp! Artwork is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable swOp! Artwork outlined in the Site will be deemed to be a breach of this Agreement.

Means of distribution

EasyTech, in its sole descretion, may determine which of the proposed swOp! Artwork is suitable for offering on the Site. EasyTech may seek means of distribution beyond the Site online or offline, and agrees to notify the Supplier via e-mail or telephone about any intended promotion, marketing or sales activities, at least five (5) days before any such activities ensue. Failure to repond with any objections within this time period will be deemed to be acceptance by the Supplier. The permission and restrictions for handling the Supplier's Artwork that apply to affiliates of EasyTech, which it may determine from time to time, or third parties are included below, under "Permitted uses of Artwork" and "Prohibited uses of Artwork".

Production cycles

Independent of when swOp! Artwork has been supplied, EasyTech, in its sole descretion, may determine if and when it will be included in a print run. The timing of a print order depends on demand, amount and variety of swOp! Artwork provided, requests by resellers and thus no fixed production cycles are followed. The Supplier may wish to obtain swOp! through EasyTech to use or resell by himself outside the jurisdictions of EasyTech's business. In this case, the compensation schedule details how to proceed.

Grant of Authority

The Supplier hereby appoints EasyTech as Supplier's non-exclusive agent to produce and offer swOp!, based on the Supplier's swOp! Artwork, within the jurisdictions of EasyTech business. The Supplier agrees to provide Artwork under the terms set forth below under "Permitted uses of Artwork" and "Prohibited uses of Artwork", which remain in effect and full force, whether the provided swOp! Artwork is actually used for swOp!. While swOp! Artwork is the main object addressed, the conditions there under also apply to any other Artwork or Promotional Artwork transferred to EasyTech, if not stated otherwise. The parties agree that all rights, including title and copyright, in and to the provided Artwork will be retained by the Supplier, and no title or copyright is transferred or granted in any way to EasyTech or any third party except as provided in this Agreement. Questions regarding the usability for any purpose or proposed used by EasyTech that is not covered by this Agreement, will be directed to the Supplier who provide the Artwork.

Permitted uses of Artwork

Supplier hereby grants to EasyTech a perpetual, non-exclusive license to use the Artwork on the terms and conditions as follows.
EasyTech may:

(a) use any swOp! Artwork to produce swOp! and offer thses for sale via the Site or other means of distribution;

(b) transfer Artwork to its production partners involved in producing swOp!, and to affiliates or third parties appointed to produce promotional items, who shall have no further rights to use the Artwork. They may use the material solely for the purposes related to supporting EasyTech's business;

(c) make one (1) copy of Artwork for backups;

(d) may reproduce, resize,reframe and crop the Artwork in order to create images that can be used to present the swOp! Artwork on the Site;

(e) use Artwork in virtually any kind of promotional item or image products related to swOp! offered on the Site: websites, advertising, packaging, CD or DVD packaging, film and video presentations, multimedia presentations, commericals, books, greeting cards, posters, postcards, business cards, articles, etc.. Any such promotional items, that require original Artwork to be processed, reproduced or modified, will not be release without prior permission by the Supplier. Any such promotional items, that contain swOp! Artwork or modifications thereof, do not require the additional permission by the Supplier.

Prohibited uses of Artwork

EasyTech may not:

(a) do anyhing with the Artwork that is not expressly permitted by this Agreement or by subsequent Agreements with the Supplier. EasyTech may not provide a copy of Artwork, or any portions thereof, to anyone or allow anyone to gain access to the Artwork, except as permitted above;

(b) use the Artwork in any design template applications for resale, other than those provided by EasyTech to the Supplier and which are then used to create swOp! Artwork;

(c) display your Artwork larger than 640 * 480 on the web;

(d) use the Artwork for resale, rent, sub-license or otherwise distribute the Artwork in a manner that is not covered by this Agreement, including, but not limited to, the distribution of Artwork to any third party for the purpose of resale or re-license.

(e) use the Artwork in any other medium or products for distribution apart from the application on vinyl foils, for display on the Site and for corresponding promotional items, all of which are relevant to offering swOp!;

(f) transfer the rights to the Artwork or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement, or as may be permitted at a later time by the Supplier;

(g) create modifications of the Artwork beyond the purpose stated in section (d) and (e) above "Permitted uses of Artwork", and use, display, release or distribute it, without obtaining prior permission by the Supplier. Modified Artwork that has been permitted, may be used in the same stated above, under "Permitted uses of Artwork";

(h) create derivative works (namely an original work, which incorporates but is not substantially similar to the Artwork) and release it, without obtaining prior permission by the Supplier;

(i) use the Artwork or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo.

Intellectual Property Matters

(a) The Supplier acknowledges that EasyTech prohibits any Artwork or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be proposed for offer through EasyTech. By providing Artwork, you are warranting that you own all proprietary rights, including copyright, in and to the Artwork. The Supplier acknowledges that neither EasyTech nor any of its partners, affiliates or agent shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of any swOp! and pertinent material, such as packaging, after they are sold and shipped. All promotional Artwork produced by EasyTech and used for display on the Site may be used and copied by the Supplier for corresponding commerical and promotional purposes. You may modify the material and create derivative works from it.

(b) The design template files are freely available for download. You may copy them, distribute them, make amendments to them and use them commercially, provided that you give attribution to EasyTech and provide the same licensing terms, when you release any of your derivative work (share alike). Attribution requires you to make clear that the templates are originated by EasyTech (do link back to http://estore.easytechmp3.com The share alike provision requires you to adhere to the same licenseing terms and append a notice to the template file intended for reuse, that says:"This work is release under the EasyTech licensing terms (http://estore.easytechmp3.com/Terms&Agreement.html)".

Compensation

EasyTech agrees to pay a portion of the proceeds collected in respect of swOp! sold thorugh the Site or other means of distribution according to the compensation schedule (the "Compensation Schedule"). The parties acknowledge that the Compensation Schdeule may be amended at any time in the sole discretion of EasyTech, effective upon e-mailing the amendments to the Supplier. Continued provision of swOp! Artwork or failure to terminate this Agreement within thirty (30) days of emailing of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement. If at any time the Compensation Schedule is not acceptable to the Supplier, you may refrain from providing additional Artwork or terminate this Agreement in accordance with its terms. EasyTech will endeavor to make payment of receipts in respect of swOp! sales on a monthly basis on or about the 15th day of the month following the purchase of swOp!.
Payment of receipts to the Supplier will be net of :

(i) applicable taxes or other withholdings required by applicable law;

(ii) bad debts or other uncollectible sums;

(iii) legal and other reasonable fees incurred in enforcing this Agreement; and

(iv) any amount owing by the Supplier to EasyTech under this Agreement or otherwise. Without limiting the generality of the foregoing, EasyTech is entitled to set-off against owing to Supplier, all amounts to which EasyTech is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.

Managing Artwork

EasyTech reviews all communications and Artwork supplied and is responsible for selecting swOp! Artwork that satisfies minimum quality requirements to produce high quality swOp!. In addition, the selection of swOp! Artwork is based on EasyTech's subjective judgement regarding appeal of and demand for the proposed designs. EasyTech reserves the right to remove swOp! Artwork offered on the Site or other channels of distribution, that it may determine, in its sole discretion, violate or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or otherwise appear inappropriate or unsuitable. EasyTech reserves the right to elect at a later date to replace already offered swOp! on the Site with alternative swOp! offers for any reason and without notice, and to reissue swOp! again at any time. EasyTech may not edit and display Artwork for any other purpose than provided for above under "Permitted uses of Artwork" and "Prohibited uses of Artwork".

Confidential Information

The Supplier acknowledges that the confidential Information (defined below) which it obtains through entering into this Agreement, constitutes valuable, confidential, proprientary information of EasyTech, and agrees that during the term of this Agreement and thereafter it shall not, without the express consent of EasyTech, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement. For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of EasyTech, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plains, business opportunities, finances, research, development, know-how, trade-secrets, personnel, clients, methodologies.

Representations and Warranties

The Supplier hereby represents and warrants as follows:

(a) the Supplier has the authority to enter into this Agreement, is the sole and exclusive owner of the Artwork supplied, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Artwork or any other intellectual property or technology that would conflict with this Agreement;

(b) no portion of the Artwork as delivered to EasyTech from time to time, comtains any disabling mechanism or protection feature designed to prevent its use in the manner contemplated in this Agreement, and all Artwork will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Artwork or the hardware or computer system, or which would otherwise render inaccessible or impair the use of the Artwork in any way;

(c) swOp! Artwork will include all necessary description information to enable its effective processing; and

(d) the Artwork delivered to EasyTech here under represents original creations and expressions of subject matter, and no Artwork infringes any copyright, trademark, right of privacy or right of publicity or other proprietary of any third party, or defames or casts into disrepute in any manner any third party.

Indemnity

You agree to indemnify, defend and hold EasyTech and its affiliates, and their respective directors, officers, employees (collectively, the "EasyTech Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any EasyTech Party as a result of or in connection with:

(i) any provision or alleged provision of Artwork through your e-mail by any person, whether or not authorized by you;

(ii) or resultiing from any communication made or Artwork provided through your e-mail;

(iii) any breach by you of this Agreement; or

(iv) any claim threatened or asserted against any EasyTech Party to the extent such claim is based upon a contention that any of the Artwork used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks or other intellectual property rights of any third party. EasyTech reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with EasyTech's defense of such claim.

Term and Termination

This Agreement is effective until terminated. You may terminate this Agreement at any time by emailing estore@easytechmp3.com or such other means of written notice acceptable to EasyTech which enables confirmation of your identity and your intention to terminate. EasyTech may also terminate this Agreement for any reason by giving you notice by e-mail at the address or contact information provided by you at the time you send the Artwork, or such other address as you may advise us in writing to use, or the address used for paypal transactions. EasyTech may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature or swOp! offer, without prior notice liability. Upon the termination of this Agreement, the grant of authority given to EasyTech shall cease subject to the following conditions:

(i) EasyTech shall discontinue to produce swOp! derived from the Supplier's swOp! Artwork;

(ii) not with standing termination, EasyTech shall have the right to continue selling swOp! left in stock until all items are sold and may continue to use corresponding physical promotional items, such as packaging, that was produced before termination;

(iii) regardless of the expiration or termination of this Agreement, EasyTech will continue, in accordance with this Agreement, to pay compensation due to the Supplier in respect of swOp! sold during any transitional period, subject to any rights of set-off under this Agreement or at law. Upon termination of the Agreement, and after all remaining swOp! are sold EasyTech may still retain copies and archives of the Artwork, but may not continue to distribute and display any of it, and any derivative works related thereto, for commerical purposes. Termination of this Agreement shall operate without prejudice to EasyTech's rights, defenses and limitations of liability provided under this Agreement or the Condition of Use which rights, defenses and limitation of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to : Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liablilty, shall survive termination of this Agreement and continue in full forece and effect.

Warranties

EasyTech does not represent or warrant that the Site, swOp! or design templates will meet your requirements or that their use will be uninterrupted or error free.

Limitation of Liability

In no events shall EasyTech or any of its partners or agent be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation the use of reliance upon, or access to the Site, the artwork, or any rights granted to you here under, even if EasyTech has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. In any events, EasyTech's total maxmium aggregate liability under this Agreement or in respect of the use of any or all part of the Site or the Artwork in any manner whatsoever shall be limited to the profits collected by EasyTech for swOp! that is the subject matter of the claim. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such jurisdictions, the liability of EasyTech or any of its partner or agents shall be limited to the greatest extent permitted by law.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Condition of Use and any other Agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. EasyTech's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construe as a waiver of any provision or right. This Agreement is personal to you and is assignable by you without EasyTech's prior written consent. EasyTech may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the events the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible refects the term of the unenforceable whole or part provision. This Agreement can be amended by the written agreement of the parties or by EasyTech emailing amendments to the Supplier. Continued provision of swOp! Artwork or failure to terminate this Agreement within thirty (30) days of emailing of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.

Contact

If you have concerns regarding this Agreement, please contact EasyTech at estore@easytechmp3.com.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVISE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF EASYTECH AGREEING TO PROVIDE A MEANS FOR THE SALE OF YOUR SWOP! ARTWORK, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. yOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND EASYTECH, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND EASYTECH RELATING TO THE SUBJECT OF THIS AGREEMENT.