Welcome to the virtual online storefront for the Eyemole Cooperative's latest business venture. Here, you can find live updates of the current value of each ARt work featured in the "We were hoping you'd buy it" show at the Lights Out Gallery. If you'd like to purchase a digital print, you can use the convenient paypal selections below. Feeling economical and just want a momento of the show? You can choose a low-quality jpg, which is priced at one-one hundredth of the total value of the artwork. Want a limited edition? Choose a high-quality jpg, conveniently set to the maximum render quality with the least loss of the lossy formats (one per cent of value). Want to buy the whole artwork? Choose our option option, which gives you the first right to buy the artwork at a later date (ten per cent of value). See below for terms and conditions.

Is there something you want, but can't see here? Email our webmaster/business manager at info@paulbucci.ca.

Legal for purchases of digital images

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("COLLECTOR") AND THE ARTISTS AND THEIR LEGAL AGENTS AND REPRESENTATIVES ("EYEMOLE"). THIS AGREEMENT IS APPLICABLE TO DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL.

1. Definitions. The following definitions apply in this Agreement:

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by danksy.paulbucci.ca that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any image, visual representation generated optically, electronically, digitally or by any other means, original digital files, including any negatives, transparencies, prints or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Collector by danksy.paulbucci.ca under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.3 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.4 "User" means any employee or subcontractor of the Collector who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Upon full payment of the Invoice amount, the Collector has the non-transferable, non-sublicensable right to Reproduce the Licensed Material as specified in writing by Eyemole.

2.2 Collector has the right to have the Licensed Material Reproduced by subcontractors of Collector, provided that Collector ensures that such subcontractors agree to abide by the provisions of this Agreement.

3. Restrictions.

3.1 Collector may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Collector, but under no circumstance may the Licensed Material ever be used by more than five Users.

3.2 Collector may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement. However, Collector may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.

3.3 Collector may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.

3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.

3.5 Collector may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

3.6 If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Collector must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.

3.7 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

3.8 Collector must retain information that is invisibly embedded in the electronic file containing the original Licensed Material, including without limitation, the copyright symbol, the name of EyeMole, the Licensed Material's identification number and any other information.

3.9 Collector must abide by any restriction on use notified to it by danksy.paulbucci.ca before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise.

3.10 If the Licensed Material is used in an editorial manner, Collector must include the following credit adjacent to the Licensed Material: "EyeMole/danksy.paulbucci.ca".

3.11 While efforts have been made to correctly caption the subject matter of the Licensed Material, danksy.paulbucci.ca does not warrant the accuracy of such information.

4. Copyright.- No ownership or copyright in any Licensed Material shall pass to Collector by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, danksy.paulbucci.ca grants Collector no right or license, express or implied, to the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 danksy.paulbucci.ca warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Collector's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material).

5.2 danksy.paulbucci.ca makes no other warranties, express or implied, regarding the licensed material, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. danksy.paulbucci.ca shall not be liable to Collector or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Collector's use of the licensed material or otherwise, even if danksy.paulbucci.ca has been advised of the possibility of such damages, costs or losses. danksy.paulbucci.ca�s maximum liability arising out of or in connection with Collector's use of or inability to use the licensed material (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of five times the value paid by the Collector for the licensed material.

5.3 The representations and warranties made by danksy.paulbucci.ca in this agreement apply only to the licensed material as delivered by danksy.paulbucci.ca and will be invalid if the licensed material is used by Collector in any manner not specifically authorized in this agreement or if Collector is otherwise in breach of this agreement.

5.4 Caption information and release availability are identified to the best of our ability, but we give no warranties with respect to the accuracy of captions or the existence of a model release or property release. The Collector is solely responsible for the accuracy of caption information and determining whether usage of Licensed Material requires the consent of any other party or the license of any additional rights. If required for publication, the Collector should contact us to obtain copies of releases and clearances that are available.

6. Indemnification.

6.1 Provided that the Licensed Material is only used in accordance with this Agreement and Collector is not otherwise in breach of this Agreement, danksy.paulbucci.ca shall defend, indemnify and hold Collector harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that danksy.paulbucci.ca is in breach of its warranties given in section 5 above. The foregoing states danksy.paulbucci.ca's entire indemnification obligation under this agreement and Collector's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 5 above.

6.2 Collector shall defend, indemnify and hold danksy.paulbucci.ca and its legal agents and representatives harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Collector's use of any Licensed Material outside the scope of this Agreement or any other breach by Collector of this Agreement.

6.3 The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Termination and Revocation.

7.1 The license contained in this Agreement will terminate automatically without notice from danksy.paulbucci.ca if Collector fails to comply with any provision of this Agreement. Upon termination, Collector must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of danksy.paulbucci.ca, return the Licensed Material to danksy.paulbucci.ca; and (iii) delete or remove the Licensed Material from Collector's premises, computer systems and storage (electronic or physical).

7.2 danksy.paulbucci.ca reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Collector shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

8. Condition of Licensed Material.- Collector should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1.(ii), danksy.paulbucci.ca shall not be liable for any loss or damage suffered by Collector or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

9. Miscellaneous Terms.

9.1 Unauthorized Use.- Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling danksy.paulbucci.ca to exercise all rights and remedies available to it under copyright laws around the world. Collector shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to danksy.paulbucci.ca�s other remedies under this Agreement, danksy.paulbucci.ca reserves the right to charge and Collector agrees to pay a fee equal to five times danksy.paulbucci.ca normal license fee for use of the Licensed Material.

9.2 Governing Law.- This Agreement will be governed in all respects by the laws of the British Columbia, Canada, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Vancouver, British Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, danksy.paulbucci.ca shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Collector in the event that, in the opinion of danksy.paulbucci.ca, such action is necessary or desirable.

9.3 Severability.- If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

9.4 Waiver.- No action of danksy.paulbucci.ca, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of danksy.paulbucci.ca in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by danksy.paulbucci.ca of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by danksy.paulbucci.ca on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

9.5 Entire Agreement.- This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Collector, the terms of this Agreement shall govern.

Legal for Option Purchase Agreement

1. Definitions.- The following definitions apply in this Agreement:

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by danksy.paulbucci.ca via electronic mail delievered by the payment intermediary service PayPal that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any image, visual representation generated optically, electronically, digitally or by any other means, original digital files, including any negatives, transparencies, prints or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Eyemole via danksy.paulbucci.ca under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.4 "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

1.5 "Proxy" means Paul Bucci, who is engaged by Eyemole as an adjunct member to perform the duty of a payment intermediary.

Dated as of the purchase date as indicated on the Invoice.

This confirms the agreement between Collector and Eyemole with respect to the invoiced artwork as produced by Eyemole. That work, and the title, the final exported Unity package, physical print as hung, and all other contents thereof, and the digital media therein as shown at the Lights Out Gallery on October 13, 2018 through October 14, 2018 (the "Show") are herein referred to collectively as the "Property". All portions of the work are licenced AS IS, as the verisons that appeared in the Show. Portions of the works that borrow from or extend other works with their own respective licences are too sold as is, which is to say, with no guarantee of future operation, and are subject to the licence agreements of those works themselves. The Property comprises exactly the contents as assembled in the Show; no portion of the Property is equal to the Property itself. This licence, therefore, is for the work AS A WHOLE; Eyemole reserves the right to borrow, resuse, and extend the digital assets from the Property, as long as the work produced by extending each asset used is not itself highly similar to the Property as seen at the Show. Highly similar means that the motifs, digital assets, and asset behaviours in virtual space cannot be distinguished by a reasonable person to be different from the Property as shown at the Show.

A. Conditions Precedent: Collector’s obligations hereunder are subject to its receipt, in form and pursuant to terms and conditions satisfactory to Collector, of copies of all chain of title documents with respect to the Property including without limitation the executed Releases further described in Paragraph 7.

1. Option: Eyemole hereby grants to Collector an exclusive and irrevocable option to purchase all rights in the Property as set forth in Paragraph 4 hereof (the "Rights") upon and subject to the following terms and conditions:

(a) Option Period: The initial option period ("Initial Period") shall commence on the date hereof and shall continue for a period of one month following the date of Invoice ("Execution Date") and may be extended by Collector for an additional period of one month ("Extension Period") consecutive to the Initial Period by written notice and the payment to Eyemole of the sum provided in Invoice at any time prior to expiration of the Initial Period. The Initial Period and Extension Period are hereafter referred to collectively as the "Option Period".

(b) Option Payments: Collector shall pay to Eyemole the following sums in consideration of the option herein granted:

(i) For the Initial Period, the amount as paid in Invoice ("Initial Payment").

(ii) For the Extension Period, if applicable, ten per cent of the valuation of the Property as indicated on danksy.paulbucci.ca on the day on which this extention is initiated ("Extension Payment").

(c) Development Activities: During the Option Period, Collector may engage in customary development and production activities with respect to showing and selling the Property. If in connection with such development or production activities Eyemole or another party is engaged by or on behalf of Collector to revise of the Property, all such revisions shall be and remain Collector's sole and exclusive property, whether or not Collector exercises the option hereunder; provided, however, that if Collector does not exercise said option, Collector's use (if any) of such revisions shall be subject to Eyemole's rights in the Property.

(d) Automatic Extensions: The Initial Period shall be extended without notice for a period equal to the length of time which elapses, if any, between the Execution Date and the date on which the condition precedent is satisfied. The Initial Period and/or Extension Period, as applicable, shall be extended without notice for periods equal to the length of the time necessary to settle or otherwise resolve any third party claims arising during the Option Period which in Collector's reasonable good faith judgment would adversely affect Collector's acquisition and/or exercise of the Rights and of labor disputes and other force majeure events, which interfere with Collector's development and preproduction of the Property and for such additional time as is reasonably necessary for Collector to recommence its usual business operations. In the event that the Initial Period or Extension Period would otherwise expire on a Saturday, Sunday or national holiday, said period shall be extended without notice until the end of the next following business day.

2. Purchase Price/Exercise of Option: If Collector exercises its option, the above Initial Payment will apply toward the purchase price of the Rights which shall be a total of the artwork Value at the time of the initial Invoice (the "Purchase Price"). This is not the price of the option, or a print, but the total valuation, which is clearly designated in the Invoice's description field.

2. The balance of the Purchase Price shall be paid upon exercise of the option. The option, if exercised, shall be exercised by written notice pursuant to the Rights.

3. Additional Payments/Participation: Eyemole shall be entitled to the following additional payments subject to the conditions specified:

(a) Net Proceeds Participation: If the Property is shown for a fee intended for producers of work, or resold by the Collector, a sum equal to 50 per cent of 100 per cent of the Net Proceeds of the sale, defined, accounted for and paid in accordance with a further agreement to be signed Purchase/Exercise of Option date.

4. Grant of Rights: If the option is exercised, Collector shall own, and Eyemole assigns and sells to Collector, exclusively, in perpetuity and throughout the universe, all right, title and interest in the Property except for the Reserved Rights expressly set forth in Paragraph 5 below. Without limiting the generality of the foregoing, the Rights in the Property herein granted include:

(a) Audiovisual Works: The right to show the Property, types of audiovisual works and all other types of derivative works based exactly thereon, intended for exploitation in any medium now or hereafter devised (including by way of illustration only, any form of theatrical, television or home video exploitation) and promotional and advertising rights, subject to the Eyemole's Reserved Rights.

(b) Copyrights/Exploitation Rights: With respect to works produced pursuant to the rights granted in subparagraph above, all copyrights, neighboring rights, trademarks and any and all other and exploitation rights in the Property now or hereafter recognized in any and all territories and jurisdictions (including by way of illustration only, reproduction, distribution, adaptation, performance, fixation, rental and lending rights, exhibition, broadcast and all other rights of communication to the public) and the right to exploit such works in all media, markets and languages and in any manner now known or hereafter devised subject to Eyemole's Reserved Rights.

(c) General Public Rights: The rights herein granted by Eyemole to Collector are in addition to, and this Agreement shall in no way limit, the rights with respect to the Property or the subject matter thereof which Collector may now or hereafter enjoy as a member of the general public.

(d) No Obligation To Proceed: Nothing contained in this Agreement shall be construed as requiring Collector to exercise or exploit, or continue to exercise or exploit, any of the rights herein granted.

5. Reserved Rights: Eyemole reserves the following rights (the "Reserved Rights") in the Property, subject to the terms and conditions set forth below, it being expressly acknowledged and agreed that Eyemole shall have no right to utilize any elements from any work produced pursuant to the Rights or any new or changed material created by or for Collector in the exercise of the Reserved Rights or otherwise, provided that if Collector does not exercise the option hereunder, Collector's use (if any) of such new or changed material shall be subject to Eyemole's rights in the Property.

(a) Publishing Rights: The following publishing rights in the Property, except that Collector shall have the right to publish excerpts from and summaries of the Property, or any derivative works directly based upon the Property, for advertising and/or publicizing purposes only (not for sale or resale) of any work produced pursuant to the Rights and the right to publish artists catalogues (for release only at the galleries at which the Property is exhibited or other exhibitions produced pursuant to the Rights granted hereunder) and "making-of-the-work" and "coffee-table" type books relating to the Property, provided that no such publication shall contain complete recreations of the source code. This is not intended to and shall not preclude Collector's publication of advertising and/or publicity materials in installments.

(i) Print Editions: The right to publish print editions of the Property in book form, whether hardcover or softcover and in magazines or other periodicals, whether in installments or otherwise, it being acknowledged that unless the Property has heretofore been published in comic book or comic strip form, the right to publish comic books and/or comic strips shall be deemed included within the merchandising rights granted to Collector in Paragraph 4(a) hereof.

Collector shall take all steps necessary to protect the copyright in the Property as it may be contained in any publication by Collector. With respect to any excerpts from the Property (if any) used by Collector as aforesaid, Collector shall identify Eyemole as the Eyemole of the Property from which the excerpts were taken, but any summaries of the Property (as distinguished from actual excerpts) shall not be attributable to Eyemole.

(b) Eyemole Produced Sequels: Subject to subparagraph (c) below, the right to produce versions of Eyemole-produced sequels to the Property, whether digital or physical, whether in installments or otherwise. An Eyemole written sequel is a work of Eyemole, whether created by or under license from Eyemole before or after the creation of the Property, using one or more of the themes, codebases, or otherwise appearing in the Property participating in different exact placements from those found in the Property.

(c) First Negotiation: If Eyemole at any time proposes to negotiate with any party for the license, exercise or other disposition of any or all of the Reserved Rights (other than publishing rights), or the Equivalent Rights or the Equivalent Reserved Rights, Eyemole shall give Collector notice thereof and an opportunity to so negotiate prior to Eyemole so negotiating with any third party. If Collector elects to so negotiate, Eyemole and Collector shall negotiate in good faith for a period of not less than 30 days from the commencement of such negotiations, and if an agreement does not result therefrom Eyemole may thereafter negotiate with any third party. If Eyemole is at any time prepared to enter into an agreement with a third party for the license, exercise or other disposition of any or all of the Reserved Rights (other than publishing rights), or the Equivalent Rights or the Equivalent Reserved Rights, Eyemole shall, before entering into such agreement, give Collector notice of the proposed terms thereof (and all modifications of such terms) and the party involved. In each instance, Collector shall then have 10 business days in which to elect to acquire the rights involved on the terms contained in the notice.

(d) Eyemole reserves the original codebase to produce works that derive from any portion of the work and engage commerically with those works, either through sales, further licencing, or any other commerical activity as long the final produced work is not highly similar to the Property, as defined in the definitions above.

6. Representations and Warranties: Eyemole hereby represents and warrants that: (a) the Property is owned solely by Eyemole, and the Property is original with artists who produced the works or, in the public domain; (b) the Property is not based in whole or in part on the life of any real person except as approved in writing by Collector; (c) neither the Property nor any element thereof infringes the copyright in any other work, or, if there is ambiguity, that the work can be reasonably discerned as parody; (d) the Property does not violate the rights to privacy or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any person whomsoever; (e) Eyemole owns all rights assigned to Collector free and clear of any liens, encumbrances, other third party interests of any kind, and, to the best of Eyemole's knowledge, free of any claims or litigation, whether pending or threatened; (f) Eyemole has full right and power to make and perform this Agreement without the consent of any third party; (h) without limiting Collector's rights to do so, Eyemole will maintain copyright protection in the Reserved Rights. The term "person" as used in this Agreement shall mean any person, firm, corporation or other entity. Eyemole shall indemnify Collector against any liability, damages, costs and expenses (including outside attorneys' fees and expenses) incurred by Collector by reason of any claim which if true would constitute a breach of any of Eyemole's representations, warranties and/or agreements contained in this Agreement. Upon presentation of any such claim to Eyemole, or the institution of any such action naming either or both of the parties as defendants, Eyemole shall promptly notify Collector thereof. In any such claim or action, Eyemole may engage independent counsel, at Eyemole's sole cost and expense, and said counsel may participate on Eyemole's behalf, provided that Collector shall be entitled to maintain control of the conduct of the defense of any such claim or action. Collector shall have the right to adjust or settle any such claim or action as it may determine in its sole discretion in good faith without affecting the foregoing indemnity.

7. Additional Documents: At Collector's request, Eyemole will execute, acknowledge and deliver to Collector any and all additional documents which Collector may reasonably deem necessary to evidence and effectuate the purposes of this Agreement including, without limitation short-form options and assignments in the form attached hereto. Eyemole hereby irrevocably appoints Collector as attorney-in-fact with full power to execute, acknowledge, deliver and record in the Canadian Copyright Office and elsewhere any and all such documents which Eyemole fails to execute within 5 business days after Collector's request therefor. The appointment shall be a power coupled with an interest. Concurrently with or promptly after execution by Eyemole of this Agreement, and as a condition to payment by Collector hereunder, Eyemole will deliver to Collector a Publisher's Release in a form asCollector has approved in writing, executed by an authorized signatory of each party to whom Eyemole has granted publishing rights in the Property.

8. Credit: Eyemole shall receive credit on all publications referring to the showing of or writing about the work, and of all prints of the Property in connection with the showing or publication of the Property. Inadvertent failure by Collector to accord such credit, nor the failure for any reason by third parties to comply with the provisions of this paragraph, shall be deemed a breach hereof by Collector.

9. Irrevocability and No Equitable Relief: All rights granted and agreed to be granted to Collector under this Agreement shall be irrevocably vested in Collector in perpetuity, including without limitation, for the full term of copyright protection everywhere in the world and any and all renewals, extensions and revivals thereof. No breach by Collector of this Agreement shall entitle Eyemole to equitable relief, whether injunctive or otherwise, against or with respect to the Picture or any other works produced pursuant to the Rights granted hereunder or their exploitation, it being acknowledged and agreed that Eyemole's remedy of money damages in accordance with the dispute resolution provisions set forth below is adequate. If the rights granted to Collector hereunder should revert to Eyemole pursuant to the provisions of any copyright law or similar law, and if Eyemole is at any time thereafter prepared to enter into an agreement with a third party for the license, exercise or other disposition of all or any of such rights, Eyemole shall, before entering into such agreement, give Collector notice of the proposed terms thereof (and all modifications of such terms) and the party involved. In each instance, Collector shall then have 10 business days in which to elect to acquire the rights involved on the terms contained in the notice.

10. Miscellaneous:

(a) Entire Agreement: Except as herein expressly provided, this Agreement cancels and supersedes all prior negotiations and undertakings relating to the Property and contains all terms and conditions, pertaining to the subject hereof. If there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance, regulation or collective bargaining agreement the latter shall prevail; provided, that the provision hereof so affected shall be limited only to the extent necessary and no other provision shall be affected.

(b) Notices: All written notices which either party hereto is required or may desire to give to the other shall be given by delivering or mailing the same to the other at the address shown on the face hereof, or at such other address as may be designated in writing in a notice to the other given as aforesaid. Notices shall be sufficiently given when hand-delivered or when the same shall be deposited so addressed, postage prepaid, in the Canadian mail and/or when the same shall have been transmitted by facsimile or similar means and the date of said delivery, mailing or transmission shall be the date of the giving of such notice.

(c) Governing Law/Dispute Resolution: This Agreement shall be construed in accordance with the laws of the Province of British Columbia applicable to agreements executed and wholly performed within said Province and the parties consent to the exclusive jurisdiction of the provincial and federal courts thereof with respect to any and all disputes arising under this agreement or related to its subject matter.

(d) Relationship of the Parties: This Agreement is not a partnership between or joint venture of the parties hereto and neither party is the agent of the other. This Agreement is not for the benefit of any third party, whether or not referred to herein. Paragraph headings and organization are for convenience only and shall not be used to construe meaning. A waiver of any breach shall not waive a prior or subsequent breach. All remedies shall be cumulative and pursuit of any one shall not waive any other. This Agreement may be signed in counterpart, each of which shall be deemed an original, but all of which together shall constitute the Agreement.

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