+ Copyright License Agreement For Artwork *

This copyright license agreement is between Jason Fazio, (the "Licensor") and ____, (the "Licensee").

(The Licensee's name will be entered here via sales gathered information and is required.)

Jason Fazio has the following copyrightable work of authorship: (See Sale Receipt)(the "Artwork"), a copy of which is attached as Exhibit A.

The parties, therefore, agree as follows:

+ 1. GRANT OF LICENSE.

The Licensor hereby grants to the Licensee a nonexclusive, nontransferable license to exercise the following rights in the Artwork, in all media (including electronic, print, video, audio, and any other technology now known or that may be developed in the future):

One single print of each file for personal use only.

+ 2. RESTRICTIONS.

The license granted in section 1 above is subject to and limited by the following restrictions:

(a) Limited Use. The permissions granted to the Licensee under this agreement apply only to the uses and purposes stated and the Licensee may distribute, publicly display, or use in any advertising the Artwork only under the terms of this agreement. The licensee may not sublicense the Artwork. Any use that is inconsistent with the limited license provided in this agreement will be in violation of the Licensor's copyright and subject to copyright law.

(b.) No Modification. The Licensee may not modify, copy, distribute, display, reproduce, publish, license, create derivative works from, sublicense, or transfer the Artwork obtained from the Licensor in any way not specifically granted in section 1 above without the prior written content of the Licensor.

(c.) No Other Work. The Licensor grants no other rights or license to the Licensee, either express or implied, with respect to any other copyright or other intellectual property right owned, possessed, or licensed by the Licensor.

(d.) Limitations on Transfer. The permission hereby granted is not transferable, not exclusive, and applies only to Artwork controlled by the Licensor and not to any artwork reproduced or incorporated by the artist in the Artwork.

+ 3. NO ASSIGNMENT OR TRANSFER.

The rights granted to the Licensee by this agreement are license rights only and nothing in this agreement constitutes an assignment or exclusive license of the Licensor's rights in the Artwork. The Licensor retains ownership of the copyright in the Artwork, and all rights not expressly granted in this agreement.

+ 4. CREDIT AND SAMPLES.

(a) Credit. The Licensee shall fully acknowledge in every copy of the Artwork distributed, publicly displayed, or used in any advertising either on the copyright page or as a footnote on the page on which the Artwork begins, to, if in a periodical, on the first page in which it appears, the credit line as indicated below.

If the copyright and acknowledgment notices are not printed as specified, all permissions granted by this agreement are canceled without further notice.

Copies of Advertisements. The Licensee will submit to the Licensor two copies of any advertising material that will accompany distribution of the Artwork.

+ 5. FEES.

+ 6. DELIVERY OF ARTWORK

The Licensor will provide the Digital Artwork from which the Licensee can produce the Printed Artwork for the purposes described in this agreement.

+ 7. OWNERSHIP AND USE OF ARTWORK.

(a) Ownership of Artwork. The Licensee acknowledges that the Licensor is the owner of the Artwork and of all associated federal registrations and pending registrations, and the Licensee shall do nothing inconsistent with that ownership. The Licensee may not claim ownership rights to the Artwork, or any derivative, compilation, sequel or series, or related work owned or used by the Licensor. Nothing in this agreement gives the Licensee any interest in the Artwork other than the right to use them in accordance with this agreement.

(b) Validity of Registrations. The Licensee admits the validity of all copyrights for the Artwork and all associated registrations and acknowledges that all rights that might be acquired by the Licensee because of its use of the Artwork shall insure to the sole benefit of the Licensor. This subsection does not entitle the Licensor to any of the fees described in section 5 above.

(c) Limitation on Licensee's Actions. The Licensee may do nothing inconsistent with the Licensor's ownership of the Artwork, claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with regards to the ownership. The Licensee may not challenge the Licensor's title to the Artwork, oppose any registration re-registration of the Artwork, or challenge the validity of this agreement of the grants provided under it.

+ 8. REPRESENTATIONS.

The Licensor hereby represents that:

(a) the Licensor is the sole owner of all interests in the Artwork;

(b) the Licensor has the right to grant permission for use of the Artwork as specified in this agreement;

(d) the Licensor has not transferred, exclusively licensed, or encumbered the Artwork or agreed to do so;

(e) the Licensor is not aware of any violation, infringement, or misrepresentation of any third-party's rights or claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) by the Artwork.

(f) the Licensor is not aware of any third-party contents, assignments, or licenses that are necessary to perform under this agreement; and

(g) the Licensor was not acting within the scope of a third party when conceiving, creating, or otherwise performing any activity with respect to the Artwork purportedly licensed in section 1.

+ 9. GOVERNING LAW.

(a) Choice of Law. The laws of the state of Colorado, USA govern this agreement (without giving effects to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in El Paso County, Colorado, USA.

+ 10. AMENDMENTS.

No amendments to this agreement will be in effect unless it is in writing and signed by a party or its authorized representative.

+ 11. ASSIGNMENTS AND DELEGATION.

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) No Delegation. Neither party may delegate any performance under this agreement except with the prior consent of the other party.

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

+ 12. COUNTERPARTS; ELECTRONIC SIGNATURES.

(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

+ 13. SEVERABILITY.

If any one or more of the provisions in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

+ 14. NOTICES.

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give notice in writing and use one of the following types of delivery, each of which is a writing for the purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, email, or social media correspondence.

(b) Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Licensor:

Jason Fazio Photography P.O. Box 224 Monument, CO 80132, or www.JasonFazioPhotography.com/contact-us

If to the Licensee: (Licensee will add their physical and email address here via gathered sales information and is required.)

+ 15. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any breach, failure, right, or remedy, whether similar or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

+ 16. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence or trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth in this agreement, there are no conditions precedent to this agreement's effectiveness.

+ 17. HEADINGS.

The descriptive headings of the sections of this agreement are for convenience only and do not affect this agreement's construction or interpretation.

+ 18. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with the party's signature) will be deemed the date of this agreement.

+ 19. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

_ (Signature Page Follows)_

Each party signing this agreement agrees with all sections, 1 - 19, of this contract.

Licensor's Date: (As per date of sale)

Licensor's Name: Jason Fazio

Licensee's Date: (As per date of sale)

Licensee's Name: (Licensee will add their name here via gathered sales information and is required.)