EDITOR AGREEMENT

This is an Agreement between PHOTOBON MARKETING LLC and the business or individual who is an

“Editor” (The Editor).

The Client is any person or entity who submits any work to PHOTOBON MARKETING LLC.

A Job is the total number of images/edits given to the Editor when they start a new task. A sub-editor is any person or entity that The Editor uses to complete any part of a Job.

The Editor is subject to the following terms and conditions.

1.     EDITOR OBLIGATIONS

  1. Quality of Work

The Editor is required to provide high-quality editing within the agreed time and in accordance with instructions outlined by PHOTOBON MARKETING LLC.

The Editor may be required to provide any revised work (revisions) requested by the Client (within the scope of the original job). This work is to be performed within the agreed timeframe and is a part of the original job. No additional payment is made to The Editor unless agreed to by a senior staff member of PHOTOBON MARKETING LLC.

The Editor must complete the whole job including any revisions before payment being made.

1.2 Communication

The Editor is required to join PHOTOBON MARKETING LLC’s Slack channel and and must respond to messages from PHOTOBON MARKETING LLC regularly while working on a job.

The Editor must be contactable via Slack while they have an active job.

1.3 Confidentiality

All Clients remain the Clients of PHOTOBON MARKETING LLC and not of The Editor. The Editor will not be given the contact information of Clients and will communicate with them only through PHOTOBON MARKETING LLC.

Any attempts by the Editor to make contact with any Client in any way other than through PHOTOBON MARKETING LLC will result in the termination of this Service agreement.

The Editor is prohibited from allowing any Subeditors to perform their editing work unless previously approved by PHOTOBON MARKETING LLC.

The confidentiality of PHOTOBON MARKETING LLC’s Clients and of PHOTOBON MARKETING LLC itself is of the utmost importance. The Editor cannot under any circumstances distribute, share, transmit or in any way allow third party access to Client documents or the PHOTOBON MARKETING LLC Editor interface.

2.     COPYRIGHT

The Editor guarantees to PHOTOBON MARKETING LLC that any elements of text, graphics, photos, designs, trademarks, or other artwork that The Editor has provided to us for inclusion in any editing work are either owned by the Editor or that the Editor has permission to use them.

When a job is completed, copyright is automatically assigned as follows:

The Client owns the completed files that PHOTOBON MARKETING LLC returns to them for this project.

The Client also owns the text content, photographs and other data the Editor or PHOTOBON MARKETING LLC provided unless someone else owns them.

PHOTOBON MARKETING LLC reserve the right to display and link to work completed as part of our portfolio and to write about the project on websites and printed materials.

The Editor cannot use any completed jobs or examples for any reason.

3.     EDITOR EXPENSES

The Editor agrees to be responsible for all costs arising out of or in the course of Editing, including but not limited to, internet, hardware, software, premise costs and any outgoings.

4.     CONTRACTOR RELATIONSHIP

The Editor and PHOTOBON MARKETING LLC agree that no employment relationship exists between PHOTOBON MARKETING LLC and The Editor. The Editor is hired by PHOTOBON MARKETING LLC as a contractor on a job-by-job basis. It is further agreed that there is no relationship between The Editor and any Client.

5.     PAYMENT

PHOTOBON MARKETING LLC agrees to pay the Editor for completed, and undisputed jobs once a month on a date between the 1st and the 5th of that month. PHOTOBON MARKETING LLC can not be held responsible for issues regarding the transaction that lie outside its control. These may be, but are not limited to, bank transfer delays, incorrect account details supplied to PHOTOBON MARKETING LLC or payment service transfer issues.

If PHOTOBON MARKETING LLC needs to issue a refund because of an issue arising because of the performance of an Editor, payment can and will be withheld for that job from the Editor.

The Editor and PHOTOBON MARKETING LLC agree that no representation has been made whatsoever as to the amount of work the Editor may receive within any period. The Editor acknowledges that PHOTOBON MARKETING LLC cannot guarantee any amount of work per month.

7.     TERMINATION

This agreement can be terminated by either side in writing at any stage. Any remaining payment will be made to the Editor in accordance with the details outlined under “PAYMENT” in this agreement.

8.     NON-DISCLOSURE

Non-disclosure serves to protect confidential information and intellectual property developed for and owned by PHOTOBON MARKETING LLC. The definition of confidential information and intellectual property is:

  • Information about the affairs and activities of PHOTOBON MARKETING LLC
  • Information about the business practices of PHOTOBON MARKETING LLC, including but not

limited to:

  • Business processes and procedures
  • Editing practices, processes, procedures and styles
  • Products either currently released or to be released
  • Advertising and marketing strategies
  • Accounting
  • Strategic Alliances
  • Information about Clients, Client lists and Client requirements
  • Information and intellectual property, including documents, information, software, code, and materials authored by PHOTOBON MARKETING LLC
  • All information disclosed by PHOTOBON MARKETING LLC to The Editor
  • Any other material the describes the ideas, function, operation, outcomes, of any

products and services owner, and/or currently being developed by PHOTOBON MARKETING LLC

  • Confidential information and intellectual property may be:
  • Oral, written, electronic or other machine readable form
  • Translated from the original, modified, updated, or altered
  • Originated or obtained by PHOTOBON MARKETING LLC

The Editor acknowledges that information and intellectual property owned by or developed for PHOTOBON MARKETING LLC is the exclusive property of PHOTOBON MARKETING LLC.

The Editor will not disclose or attempt to disclose any confidential information and/or intellectual property owned by PHOTOBON MARKETING LLC.

The Editor agrees that they will not use or attempt to use any of the confidential information and/or intellectual property owned by PHOTOBON MARKETING LLC for their own benefit or the benefit of any other person or entity.

The Editor must ensure the secure custody of the confidential information and/or intellectual property owned by PHOTOBON MARKETING LLC and must take all reasonable precautions to prevent access, use, or disclosure of this information by third parties.

The Editor must destroy or return any confidential information and intellectual property to PHOTOBON MARKETING LLC at the direction of PHOTOBON MARKETING LLC.

The Editor continues to be bound by the Non-Disclosure section of this agreement even after the Service Agreement has been terminated or lapsed.

9.     INTELLECTUAL PROPERTY AND KNOW-HOW

The ownership of any and all Intellectual Property that exists and any know-how furnished to The Editor under this Agreement shall remain with PHOTOBON MARKETING LLC or third-parties as appropriate and shall not vest in The Editor.

  1. RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Editor will return to (PML) any property, documentation, records or Confidential Information which is the property of (PML).

  1. CAPACITY

In providing the Services under this Agreement it is expressly agreed that the Editor is acting as an independent contractor and not as an employee. The Editor and (PML) acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. (PML) is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Editor during the Term. The Editor is responsible for paying, and complying with reporting requirements for all local, state and federal taxes related to payments made to the Editor under this Agreement.

  1. AUTONOMY

Except as otherwise provided in this Agreement, the Editor will have full control over working time, methods and decision making in relation to provision of the Services in accordance with the Agreement. The Editor will work autonomously and not at the direction of (PML). However, the Editor will be responsive to the reasonable needs and concerns of (PML).

  1. EQUIPMENT

Except as otherwise provided in this Agreement, the Editor will provide at the Editor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with this Agreement.

  1. NON-EXCLUSIVITY

(PML) and the Editor acknowledge that this Agreement is non-exclusive and either party will be free, during and after the Term, to engage or contact with third parties for the provision of services similar to the Services in this Agreement.

  1. INDEMNIFICATION

Except to the extent permitted by applicable law, each party agrees to indemnify and hold harmless the other party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind and amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. this indemnification will survive the termination of this Agreement.

  1. MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

  1. TIME

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

  1. ASSIGNMENT

The Editor will not voluntarily, or by operation of law, assign or otherwise transfer his/her obligations in this Agreement without the prior written consent of (PML).

  1. ENUREMENT

This Agreement will enure to the benefit of and be binding on the Editor and (PML) and their respective heirs, executors, administrators, and permitted successors and assigns.

  • SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

21.WHOLE AGREEMENT

This agreement supersedes and invalidates all other commitments representations and warranties relating to the subject matter hereof that may have been made by the parties either orally or in writing prior to the date hereof and which shall become null and void from the date of this Agreement signed. Each party warrants to the other that it has not relied on any such commitment, representation or warranty in entering this Agreement.

The Editor agrees to comply strictly with all applicable laws, regulations, and orders of the Government of Australia and the jurisdiction where The Editor resides.

  • WAIVER

The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.

EXECUTION

Signed for The Editor as its representative to enter into this agreement:

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