The following terms of this Nonexclusive License Agreement ("Agreement") apply if you create products with InkShuffle's design tools and/or publish a Design to be displayed and/or offered for sale on websites owned or operated by or for InkShuffle.com Ltd (the "Site"). "Design" means any and all artwork, photographs, sketches, drawings, text, and digital images that you send or upload to InkShuffle for placement on the Site or on physical or electronic products made by or for InkShuffle ("Products").

Licenses:

By uploading Designs to the Site or creating Designs with InkShuffle's design tools, you grant the following licenses to InkShuffle: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products and in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products; and the right to make modifications to your Design as necessary to prepare your Design for use in a particular Product category.

You may remove your Design from the Site at any time, and you retain all copyright and other intellectual property rights in your Design. Upon the removal of a Design, the licenses above will terminate, except that InkShuffle will fulfill any orders placed prior to termination and InkShuffle may continue to use your Design in marketing and promotional materials if such materials were printed prior to removal of the Design.

Tags & Descriptions:

At the time you publish a Design, you will be asked to provide information (title, description, tags, categories) about your Design so that visitors to the Site can search and find relevant products. You will make best efforts to provide accurate, non-misleading information about your Designs and you will not submit unrelated information in connection with your Design for any purpose. If InkShuffle determines that information is misleading or inaccurate or that it violates the rights of a third party, InkShuffle may delete such information or your Design, in its sole discretion.

Individual Galleries

If you become a member, you will have the option to limit access to your Gallery of Content (“Gallery”) by selecting the public, private, or locked option. If you enable the private option for your gallery, you will receive a personal URL to serve as a link to your Gallery. If you select the locked option, only those that are given the assigned password will have access to your Gallery. If you select the public option, InkShuffle then reviews your Content for appropriateness and artistic value to insure a high level of quality in our public store. If your content is accepted, anyone will be able to search, access, and review all of the Content in your Gallery, and order products containing the Content. InkShuffle RESERVES THE RIGHT TO REFUSE PUBLIC STATUS TO ANY MEMBER. If you do not want the public to be able to access all of your images, you should enable private or locked option feature. Visitors will get full access to your images only if they enter your unique URL or password. You are responsible for, and will have the ability to edit and delete, all Content in your Gallery. We reserve the right to require you to change the URL for your Gallery. You understand and agree that InkShuffle shall not be liable for any access to, use of or disclosure of any image, comment or other content in your Gallery.

Pricing:

InkShuffle determines the price at which Products are sold on the Site and affiliated sites. You can see InkShuffle's standard retail prices. The actual retail price for Products incorporating your Designs may vary based upon Your Royalty Rate (see below). All prices are in US dollars. Prices and products may change at InkShuffle's discretion.

Royalty:

InkShuffle will pay you a royalty for all sales of Products offered on the InkShuffle website that incorporating your Design ("Royalty") for which sales are made through the InkShuffle website. InkShuffle's standard royalty rate is 10% ("Standard Royalty Rate"), but you have the option of selecting any royalty rate between 10% and 99% (in increments of 1.0%) for each of your Designs as incorporated in each Product category ("Your Royalty Rate"). InkShuffle's list prices are based upon the Standard Royalty Rate. If Your Royalty Rate is greater than 10%, InkShuffle will change the purchase price to reflect the increased royalty payable to you.

For a sale to generate a Royalty, the customer must purchase the product or products in question that has incorporated your Design, using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.

Your Royalty will be calculated as follows:
1. Your Royalty Rate multiplied by Net Sales of Products incorporating your Design. Net Sales means the purchase price received by InkShuffle minus amounts charged for shipping, handling, packaging, insurance, and sales or similar taxes; refunds, credits, and reversals;

2. 15% of the Net Sales if the sale was a Referred Sale, Referred Sale means a sale that requires that InkShuffle pay a fee to a third party based upon a link from another website.

3. InkShuffle will also pay you a Royalty at the Standard Royalty Rate for "Upcharges" received by InkShuffle based on orders for Products incorporating your Design, subject to deductions for returns, credits, and reversals, upcharges are for special sizes, framing, and other embellishments for which additional charges are applied to the order ("Upcharges"). Example: The following is an example to demonstrate Royalty calculation. Let’s say the Standard Price for an item containing your design is $100.00.

Standard Price	$100.00
Your Standard Roalty Rate of %10 will be	$100.00 x 10% = $10.00
InkShuffle cost is:	$90.00
Your Roalty paid to you is at each sale	$10.00
If you chose a Royalty Rate of 20%	0.9 x Standard Price
The new price is calculated as:	1.0 - Royalty Rate
The new price for the item will be:	0.9 x $100.00 = $112.50
	1.0 - 20%
InkShuffle cost is:	$90.00
Your Royalty paid to you is at each sale	$22.50

Tax Information

You may be required to provide your tax payer information to the IRS in the USA or the Canadian Revenue Agency in Canada or your country’s Tax Agency. InkShuffle will charge customers appropriate sales taxes for orders that qualify. Royalties received by you from InkShuffle may be subject to Income or other taxes which may be applicable in you country. You are responsible for your taxes.

Transaction Fee:

If you select a Royalty Rate over 20%, InkShuffle will retain a transaction fee of 5% of your Royalty for sales of Products that are subject to the higher rate.

Ineligible Sales:

InkShuffle will not pay you a Royalty for sales of any Products which incorporate a Design that violates this Agreement, the InkShuffle User Agreement or any of your representations below. For example, if InkShuffle discovers that one of your Designs infringes someone else's copyright or that you do not have the right to use the Design, InkShuffle reserves the right to reverse all Royalties for such Designs, whether due or already paid.

Statements and Payments:

Royalties are payable for all sales of Products incorporating your Design. InkShuffle maintains a statement of Your Royalties (both pending and paid). You may check your statement by logging into your InkShuffle account. InkShuffle will pay Your Royalty in accordance with the selections you make in the "payment settings" section of your account. InkShuffle makes the following options available:

1. Payment as soon as you have reached the Royalty threshold set by InkShuffle from time-to-time and in accordance with InkShuffle's payment schedule (45 days after the end of the month); or

2. Have Your Royalty held in your account until you choose to have your payment made (after reaching the Royalty threshold set by InkShuffle); or

3. Hold Your Royalty in your account to apply toward a purchase on the Site.

On the Payment Settings area of your InkShuffle Account, you may also choose your method of payment (for example, check or PayPal). InkShuffle, in its discretion, may change the methods of payment that are available, and certain methods of payment may not be available for all balances. For example, if you choose to receive payment by check, InkShuffle may set a minimum balance as a pre-requisite to issuing a check (not less that $60.00). In such case, you will be required to select an alternative payment method in order to receive payment of a balance below the minimum. Any such restrictions will be reflected on the Payment Settings area, which may be updated by InkShuffle from time to time. However, if the Earnings payable to you for any month are less than $60.00, InkShuffle will hold your Earnings until the total amount due is at least $60.00 or until this Agreement is terminated.

Processing Fees:

If InkShuffle owes you accrued Earnings that are less than $60.00 for at least 365 days, then InkShuffle may send you payment of such accrued Commissions minus a $10 processing fee. If the amount of accrued Commissions is under $10 for at least 365 days, such amount will be used to cover InkShuffle's administrative costs and no payment will be made to you.

Termination Fees:

If you or InkShuffle terminate your Account, and you have less than $60 in accrued but unpaid Earnings then outstanding, InkShuffle may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.

Marketing & Promotions:

InkShuffle may market, promote, and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. InkShuffle may run promotions (including volume discounts and special sales discounts). InkShuffle is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue InkShuffle actually receives for the sale of Products.

Representations:

You represent that:

1. You are the owner of the Design or that the Design is in the public domain; and

2. You have the legal right grant this license to InkShuffle and to enter into this Agreement; and

3. To your knowledge, no one else claims ownership of, or exclusive rights to, the Design; and

4. The Design does not infringe the privacy, celebrity, moral or other rights of any third party; and

5. The Design is not defamatory or obscene; and

6. The Design does not contain any defamatory, obscene or discriminatory content or any illegal material; and

7. InkShuffle may legally make and sell Products incorporating the Design without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party

User Agreement:

This Agreement supplements the InkShuffle User Agreement, which is incorporated by this reference.