This Agreement is entered into between FLICKAWAT, INC.  (“the Company”) and you (“the Creator”).

1. Independent Contractor.  Subject to the terms and conditions of this Agreement, the Company and Creator hereby mutually agree that the Creator is an independent contractor and the Creator hereby understands and accepts such designation with all independent contractor related obligations for all individual taxes that might be due and other required regulatory reporting as is necessary.
2. Duties, Term, and Compensation.  The Creators’ duties and payments under this agreement and provisions for payment thereof shall be as set forth herein, which may be amended in writing from time to time, or supplemented with subsequent changes  by the Company, and which collectively are hereby incorporated by reference.
3. Conflicts of Interest; Non-hire Provision.  The Creator represents that [he or she] is of legal age and free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Creator and any third party, including all government related regulatory and taxing authorities.  Additionally, the Creator, in rendering [his or her] video or other content to the Company, shall not utilize any material or work product that is copyrighted or otherwise in violation of any laws of the United States or any political sub-division thereof that Creator does not have ownership to, and to not utilize a trade secret in which Creator does not have a proprietary interest.
4. Right to Injunction.  The parties hereto acknowledge that the video related content services to be rendered by the Creator under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Creator of any of the provisions of this Agreement will cause the Company irreparable injury and damage.  The Creator expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Creator.  Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise.  The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
5. Termination.  The Company may terminate this Agreement at any time by providing ten (10) business days’ written notice, (including fax, U.S. mail or PDF e-mail) to the Creator.  In addition, if the Contractor fails or refuses to comply with the reasonable requirements  of the Company as properly communicated to the Creator in writing, or materially breaches any provision of this Agreement, the Company at any time may terminate the engagement of the Creator immediately and without prior written notice to the Creator.
6. Independent Contractor.  This Agreement shall not render the Creator an employee, partner, agent of, or joint venture partner with the Company for any purpose.  The Creator is and will remain an independent contractor in [his or her] relationship to the Company.  The Company shall not be responsible for withholding and other related taxes with respect to the Creator’s compensation hereunder, except as required by the laws of the United States.  The Creator shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
7. Successors and Assigns.  All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
8. Choice of Law.  The laws of the state of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
9. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in New York in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
10. Approval of Videos. Flickawat shall review before final approval or acceptance every video uploaded for sale and shall approve or deny the submitted video within 72 hours. Flickawat hereby agrees to not unreasonably withhold the approval of any video, provided it does not violate Flickawat’s Terms of Service or Copyright Policy.
11. Headings.  Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
12. Waiver.  Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
13. Assignment.  The Creator shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the Company.
14. Notices.  Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited  in the United States mail, certified or registered, postage prepaid, return receipt requested.  If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service.  If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

    If to the Company:

    Flickawat, Inc.
    75 S. Broadway, 4th Flr
    White Plains, NY 10601

    Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

15. Modification or Amendment.  No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
16. Compensation. Content Creators shall be paid fifty cents ($0.50) for every video sold through Flickawat, Inc. Sold shall mean any video purchased through the Flickawat site whereby Flickawat has received and processed payment for same, less any credit card charge backs that may occur. Payments shall be made to the Content Creator at the address designated, on a quarterly basis and shall be delivered within Fourteen (14) business days of the Quarters close. Quarters shall be on a calendar year basis.
17. Ownership. The Content Creator shall remain the sole owner of the submitted content. If Creator wishes to disable content, and no longer offer it for purchase, they may do so at any time. However, previoulsy purchased content shall remain active in the purchasers' account until said account is closed or terminated.
18. Entire Understanding.  This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
19. Unenforceability of Provisions.  If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.