1.  ACCEPTANCE OF TERMS Thank you for your interest in becoming a ZeroFlaws Editor.  As a ZeroFlaws editor you will be an independent contractor whose relationship with ZeroFlaws will be governed by this Editor’s Agreement (“Agreement”).  This Agreement may be updated by us from time to time.   You can review the most current version of this Agreement at any time at: http://www.zeroflaws.com.  By applying to become a ZeroFlaws Editor, you agree to the terms of this Agreement.  You also agree that each time you access a new job from ZeroFlaws’s job queue you will be bound by the terms of the Editor’s Agreement then in affect.   This Agreement is a binding legal agreement between you (“You”) and ZeroFlaws inc. (“ZeroFlaws”).  2.  DESCRIPTION OF ZEROFLAWS SERVICE A customer submits a digital photographic image to ZeroFlaws with instructions for modification or enhancement (a “Job”).  A ZeroFlaws Editor then accesses the Job from ZeroFlaws’s queue, makes the requested modifications using Editor’s own computer equipment and photograph editing software, and posts the modified image at ZeroFlaws’s website for review by the customer.  If the customer is satisfied with the modifications, the customer can purchase the enhanced photographic image.  When the customer purchases the enhanced image, the ZeroFlaws Editor earns a fee as set forth in ZeroFlaws’s Fee Schedule. Each enhancement or modification requested by a customer is categorized based upon the skill required to make the enhancement or modification.  ZeroFlaws’s Editors may select any Job in the queue for which the customer seeks modifications which are categorized at, or below, the Editor’s Qualification level. 3.  EDITOR QUALIFCATION LEVEL ZeroFlaws qualifies its Editors based upon their skill level and performance.  An Editor’s initial qualification level will be assigned based upon the Editor’s ability to enhance and modify several test photographic images selected by ZeroFlaws.  An Editor’s qualification level may later be adjusted, up or down, at ZeroFlaws’s discretion, based upon: (i) customer evaluation; (ii) evaluation of the Editor’s work quality by ZeroFlaws; and (iii) efficiency in making requested modifications. 4.  CUSTOMER EVALUATION ZeroFlaws’s customers are asked to rate the work performed by ZeroFlaws Editors on a scale of zero to five.  The customer evaluations are one of the criteria used in determining an Editors qualification level.  Should ZeroFlaws, at its sole discretion, determine that a Customer's rating is inaccurate, then ZeroFlaws may amend, replace or delete the rating. 5.  OWNERSHIP OF MODIFIED IMAGES AND COPYRIGHT ZeroFlaws’s Terms of Service and the laws of the United States and other jurisdiction require that ZeroFlaws’s customers own the right or obtain the right to use any image before uploading the image to ZeroFlaws.  In modifying or enhancing a submitted digital image you may create a derivative work under copyright laws.  You agree that the work you perform on any image obtained from ZeroFlaws shall be considered a work for hire with the copyrights therein belonging solely to ZeroFlaws’s customer.  6.  PROPER USE OF IMAGES You agree to use a customer-submitted image only for the purpose of providing the customer with the enhanced or modified image the customer has requested.  You agree not to make any unauthorized use of a customer-submitted image.  Unauthorized use includes, but is not limited to:  making unnecessary copies of the image or a derivative of the image, directing the image or a derivative of the image to any recipient other than ZeroFlaws.com, restoring a copy of the image in your own records or database, and making modifications to an image which were not requested by the customer.  Misuse of a customer submitted image may, at ZeroFlaws’s sole discretion, result in termination of this Agreement. You also agree that any violation of this paragraph 6 will result in irreparable injury to ZeroFlaws and its customer for which there is no adequate remedy at law.  Therefore, in the event of any breach or threatened breach of your obligations under this paragraph ZeroFlaws will be entitled to seek equitable relief in addition to its other available legal remedies.   You hereby irrevocably agree to the exclusive jurisdiction and venue of the state and federal courts located with jurisdiction over Sonoma County, California for any action seeking injunctive relief hereunder. 7.  PAYMENT When a modified or enhanced image is accepted by a customer, a credit is made to your Editor’s account pursuant to ZeroFlaws’s Fee Schedule.  Credits accumulate in your Editor’s account until you request payment by clicking on the “invoice” button on the earnings page. All credits that have accumulated in your Editor’s account will then be paid to you by wire transfer in U.S. funds.  You may not request payment more frequently than once every 30 days. It is your responsibility to maintain a bank account which can accept wire-transfers from a United States bank and to keep Editor’s bank account information current with ZeroFlaws. 8.  TAXES ZeroFlaws fully complies with United States Internal Revenue Service (IRS) regulations. The IRS requires that when payments are made to a person within the United States and the amount of such payments exceeds a certain threshold amount, such payments must be reported.  ZeroFlaws shall report all such payments to the IRS.  In order that we may properly report earnings to the IRS, Editors receiving payments within the United States at any time in a given year agree that they are solely responsible for ensuring that their correct Social Security/EIN information is provided to ZeroFlaws. 9.  ABANDONED ACCOUNTS ZeroFlaws may periodically perform account reviews to terminate abandoned accounts. If your Editor’s account is inactive for 18 months, that account will be considered by ZeroFlaws to be abandoned and will be closed.  If there are any funds remaining in that account, ZeroFlaws will notify you via email at the email address on file with ZeroFlaws.  If the funds are not claimed within 6 months after the date of the email notification, such funds will become the property of ZeroFlaws. 10.  ACCESS TO ZEROFLAWS SERVICE AND SOFTWARE As a ZeroFlaws Editor, you are responsible for obtaining access to ZeroFlaws’s Service, and are responsible for any fees associated with this access (such as Internet service provider or airtime charges).  Additionally, you must provide and are responsible for all equipment and software necessary to access ZeroFlaws’s service and to perform the work of enhancing and modifying customer submitted images 11.  EDITOR’S REPRESNTATIONS AND WARRANTIES A.        Capacity to Enter Into Agreement.  In consideration of your use of ZeroFlaws’s service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. B.         Right to Use Equipment and Software.  You represent and warrant that you have the right to utilize all equipment and software used to perform the services contemplated by this agreement.  Further, by accessing ZeroFlaws’s job queue and making modifications to a customer’s image, you represent to ZeroFlaws and to the customer that you have all necessary right and title to any and all photograph editing software you utilize in performing the services contemplated by this Agreement. C.         Compliance with Laws.  You agree to comply with all local laws and rules regarding online conduct and acceptable photographs.  Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 12.  ZEROFLAWS PRIVACY POLICY Your registration data and certain other information about you is subject to our Privacy Policy.  For more information, see our full privacy policy on our website. 13.  EDITOR’S ACCOUNT, PASSWORD AND SECURITY You will receive a password and an Editor’s account designation upon being qualified as a ZeroFlaws Editor.  You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account.  You agree to immediately notify ZeroFlaws of any unauthorized use of your password or account or any other breach of security.  ZeroFlaws cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 13. 14.  GLOBAL NATURE OF ZEROFLAWS SERVICE You acknowledge that in utilizing ZeroFlaws’s services, you will be causing communications to be sent through ZeroFlaws's computer networks.  Thus, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission.  Accordingly, by assenting to this Agreement, you acknowledge that your participation as a ZeroFlaws Editor  results in interstate data transmissions. You agree to comply with all local laws and rules regarding online conduct and acceptable photographs.  Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 15.  ADULT CONTENT You understand and agree that customers may from time to time submit images depicting nudity or otherwise comprising adult content.  Our Terms of Service require our customers to designate material which contains adult content.  However, customers may submit images containing adult content without correctly designating those images.  Therefore, you represent and warrant that you have no particular sensibilities to viewing such adult material. If you prefer not to receive images containing adult content, or if the jurisdiction in which you are accessing ZeroFlaws does not permit such content, you must so notify us.  If you so notify us, we will attempt to restrict your access only to those images which have not been designated by the customer as containing adult content. Child Pornography – It is ZeroFlaws’s policy to report all suspected incidents of child pornography to law enforcement and to provide law enforcement with any photographs which it believes depict child pornography.  If you suspect that any image you receive at Photoshop.com may contain child Pornography, you agree to notify us immediately.  16.  INDEMNITY You agree to indemnify and hold ZeroFlaws and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: your performance under this agreement; your use of the ZeroFlaws’s service; your connection to ZeroFlaws’s service; your violation of this Agreement, including breach of representation or warranty set forth in this Agreement; or your violation of any rights of another.  17.  GENERAL PRACTICES REGARDING USE AND STORAGE You acknowledge that ZeroFlaws may establish general practices and limits concerning use of the ZeroFlaws service, including without limitation the maximum number of days that ZeroFlaws may retain photographic material.  You agree that ZeroFlaws has no responsibility or liability for the deletion or failure to store any image or other communication.  You acknowledge that ZeroFlaws reserves the right to log off Editor’s accounts that are inactive for an extended period of time.  You further acknowledge that ZeroFlaws reserves the right to modify these general practices and limits from time to time.  18.  MODIFICATIONS TO SERVICE ZeroFlaws reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services it provides (or any part thereof) with or without notice.  You agree that ZeroFlaws shall not be liable to you or to any third party for any modification, suspension or discontinuance of the ZeroFlaws service.  19.  TERMINATION Either party may, without prior notice, immediately terminate your services.  Cause for termination by ZeroFlaws shall include, but not be limited to, (a) a determination by ZeroFlaws, at its sole discretion, that your skill level or performance is not commensurate with ZeroFlaws’s standards, (b) breaches or violations of this Agreement or other incorporated agreements or guidelines, (c) requests by law enforcement or other government agencies, (d) a request by you, (e) discontinuance or material modification to the services we provide (or any part thereof), (f) unexpected technical or security issues or problems, (g) extended periods of inactivity, (h) and/or engagement by you in fraudulent or illegal activities.  Further, you agree that all terminations for cause shall be made in ZeroFlaws's sole discretion and that ZeroFlaws shall not be liable to you or any third party because of such termination, except to the extent of any unpaid credits then accrued in your account.    20.  LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZEROFLAWS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZEROFLAWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  21.  NO THIRD-PARTY BENEFICIARIES You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this agreement.  22.  NOTICE ZeroFlaws may provide you with notices, including those regarding changes to this Agreement by email, regular mail or postings at ZeroFlaws’s website.  23.  TRADEMARK INFORMATION ZEROFLAWS and the ZeroFlaws logo, are service marks of ZeroFlaws inc. (the "ZeroFlaws Marks").  You agree not to display or use in any manner the ZeroFlaws Marks without the express written permission of ZeroFlaws.  24.  GENERAL INFORMATION A. Entire Agreement.  This Agreement constitute the entire agreement between you and ZeroFlaws and governs your use of ZeroFlaws’s service, superseding any prior agreements between you and ZeroFlaws with respect to ZeroFlaws’s service. B. Choice of Law and Forum.  This Agreement and the relationship between you and ZeroFlaws shall be governed by the laws of the State of California without regard to its conflict of law provisions.  You and ZeroFlaws agree to submit to the personal and exclusive jurisdiction of the courts located within, or with jurisdiction over, the county of Sonoma, California. C. Waiver and Severability of Terms.  The failure of ZeroFlaws to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. D.   Relationship of the Parties.  The parties to this agreement are independent contractors.  This Agreement does not create a franchise, joint venture or partnership between the parties.  Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose. E. Statute of Limitations.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of ZeroFlaws’s Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. F. Section Titles.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.