DIGITAL PAINTBOOK. VOL. 2

Additional Terms and Conditions (this "Agreement") applicable to holders ("Rightsholders")of copyrights or other intellectual property rights ("Rights") that seek to offer Rights for license through this website and persons who seek to license those Rights (a "Licensee").

1. Ownership of Rights; Authority; Non-Infringement.

I represent that I am either the author or an authorized legal representative in connection with any content whose Rights are to be offered through this Site. I have full right, title and legal authority to license or otherwise transfer such Rights. The Rights arise from original works of authorship and do not violate or infringe the rights of any other person. I hereby indemnify, defend and hold harmless PubMatch and its representatives, from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising from or relating to any content offered by Rightsholder through this Site.

2. Form Contract Terms; Legal Counsel.

Any template contract or license agreement or contractual terms or provisions referenced in PubMatch.com is intended as an illustrative model only and we make no representation as to the content included therein, the suggestibility or the legality of any specific provision(s). You are urged to negotiate your own contract terms and to seek legal counsel of your choosing to assist in any Rights transaction.

3. Tax Matters for Licensees.

Prices quoted for Rights are exclusive of any Taxes (as defined below). Further, amounts invoiced by PubMatch or its agents on behalf of a Rightsholder related to Rights transactions shall not be reduced for any Taxes. For the avoidance of doubt, Licensee shall be responsible for and, where applicable, shall pay, all Taxes attributable or relating to Rights transactions entered into between Licensee and a Rightsholder. Licensee shall provide PubMatch or its agents with all appropriate Tax ID numbers (e.g., VAT numbers). PubMatch further assumes no responsibility for validating any Tax ID numbers (including VAT numbers) provided by a Licensee. Licensee shall indemnify and hold PubMatch harmless from all third-party claims or liabilities (including without limitation reimbursement for reasonable outside attorneys' fees and disbursements) related to Taxes directly or indirectly associated with Rights transactions entered into between Licensee and a Rightsholder. PubMatch assumes no responsibility for providing Licensee with any documentation which may eliminate or reduce Taxes applicable to Rights transactions entered into between Licensee and a Rightsholder. "Taxes" shall mean any federal, state, local, foreign or other tax (including, without limitation, any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, goods and services tax, consumption tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any governmental body.

4. Tax Matters for Rightsholders.

All charges, fees, commissions, and other amounts owed by Rightsholder to PubMatch arising under this Agreement are exclusive of, and without reduction for, any Taxes. For the avoidance of doubt, Rightsholder shall be responsible for, and shall pay, all Taxes arising under this Agreement, except for Taxes imposed on PubMatch's net income. PubMatch acknowledges that it shall provide Rightsholder with the appropriate documentation which may eliminate or reduce Taxes applicable to amounts owed by Rightsholder to PubMatch. In the event Taxes are paid by Rightsholder to a governmental body in connection with amounts owed by Rightsholder to PubMatch under this Agreement, Rightsholder shall promptly provide PubMatch with copies of the relevant tax documents, if any, evidencing the payment of such Taxes to such governmental body. To the extent Rightsholder fails to pay any applicable Taxes attributable to amounts owed by Rightsholder to PubMatch under this Agreement, Rightsholder shall defend, indemnify and hold PubMatch harmless from all third-party claims or liabilities (including without limitation reimbursement for reasonable outside attorneys' fees and disbursements) associated with such failure. As between Rightsholder and PubMatch, Rightsholder shall be responsible for, and, where applicable, shall pay, all Taxes attributable or relating to Rights transactions entered into between Rightsholder and a Licensee. For the avoidance of doubt, PubMatch shall only be responsible for remitting to Rightsholder amounts collected from a Licensee on behalf of Rightsholder attributable to a Rights transaction entered into between Rightsholder and a Licensee, net of PubMatch's commission. Notwithstanding anything to the contrary, where applicable, PubMatch reserves the right to withhold Taxes on amounts remitted to Rightsholder. Rightsholder shall provide PubMatch with appropriate documentation which may eliminate or reduce PubMatch's obligation to withhold Taxes on amounts remitted to Rightsholder. In the event Taxes are withheld by PubMatch, PubMatch shall promptly provide Rightsholder with copies of relevant tax documents, if any, evidencing the payment of such Taxes to a governmental body.