The ETR AMERICA Independent Graphic Designer is the contract between the Company (“ETR AMERICA LLC”) and the Independent Graphic Designer ("You"). By becoming Independent Graphic Designer (hereafter, called IGD) you consent to the following terms:

1. You agree that Utah law, excluding principles of conflict of law, will govern this agreement, and that any claim or suit arising out of or related to this agreement must be brought exclusively in federal or state courts located in Salt Lake City, Utah. You consent to the exclusive jurisdiction of such courts.
   
2. You agree to assume full responsibility for your decision to become IGD. The Company offers the IGD program "as is" and disclaims any implied warranties including warranties for merchantability, fitness for a particular purpose, and non-infringement if IGD modify PNS products.
   
3. You agree that in no event will the Company be liable to you for any special, incidental or consequential damages if IGD modify PNS products
   
4. It is expressly understood that you and the Company are, in all respects, independent parties to a contract. This agreement does not create a relationship of principal and agent and neither party is to be construed as the legal representative of the other. Nothing contained in this agreement shall be construed to create a relationship of employer or employee, partnership, or joint venture, fiduciary or similar relationship between you and the Company, for any reason whatsoever. Consistent with the parties' status as independent contracting parties:
   
   
   
   1. You are not authorized to make any promise, warranty or representation on behalf of the Company for any purpose.
      
   2. You agree that you shall not represent to any person that you are the agent of the Company, nor fail to correct any misunderstanding as to such status.
      
   3. You will not have the power or authority to, and agree that you will not, obligate or attempt to obligate the Company in any manner whatsoever.
      
   4. You will be solely responsible for reporting or paying any federal or state income taxes on your earnings (including any earnings stemming from or related to this agreement).
      
   5. You will be solely responsible for withholding, paying and/or reporting federal or state income taxes, FICA (Social Security or Medicare) taxes, FUTA taxes, state unemployment insurance taxes, state disability insurance taxes, or any other taxes directly associated with the compensation you pay to your employees, contractors or agents.

5. You agree that you are responsible to obtain all relevant licenses and permits associated with the legal operation of your enterprise. Furthermore, you agree to indemnify and hold the Company harmless for any damages or costs incurred as a result of your violation of any law, regardless of whether they are actual, incidental, consequential, or punitive.
   
6. If You promote products listed by the Company, then:

a.      You agree to make no such promotions that suggest or imply any warranty or other policy that might conflict with the Company's return policy and warranty policy.

b.      You agree to make no such promotions that involve unlicensed or unauthorized use of materials protected by copyright, trademark or other intellectual property laws.

c.      You agree that you will not engage in activities that interfere with our tracking of commissions, or with the normal flow of traffic from IGD.

d.      You agree that all such promotions will not be false or misleading and will be fully compliant with federal and state laws, including U.S. federal and state laws regarding network abuse, unsolicited messaging, and U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection. All such promotions must contain all disclosures necessary to prevent them from being false or misleading in a clear and conspicuous manner. See Federal Trade Commission Policy, Dot Com Disclosures, http://www.ftc.gov/bcp/conline/pubs/buspubs/dotcom/index.pdf.

e.      You agree to make no such promotions promising customers rebates, coupons, tickets, or vouchers in connection with their purchase via the website of the Company.

f.       You agree that you and your products are subject to the "ETR AMERICA Independent Graphic Designer Contract" which may be revised at any time and without advance notice to you.

g.      You agree that your product will be subject to constant review and evaluation. You agree that the Company, in its sole discretion, may change dealer prices or final retail prices kept in reserve, demand changes to product promotion and delivery pages, customer support or other items related.

7. Commission is calculated as follows: For example, let us assume that a dealer price of PNS2020 is one hundred and fifty dollars ($150.00). A standard PNS has three colors on a specified size. Adding any additional colors will increase the price by thirty dollars ($30.00) per color. If you decide to sell a PNS at two hundred dollars ($200.00) without any additional colors (any applicable tax and shipping costs will be added), your profit margin will be fifty dollars ($200 - $150 = $50). After deducting the credit card processing fee, which is calculated at four percent of the selling price, your commission becomes twelve dollars and sixty cents (($50 - $8) x 30% = $12.60).

8. You agree that the copyright of an image will be held by you, the IGD, for one year. Copyright of the product will be held by the Company. After one year, however, all copyrights will be held by the Company. If you pay an annual membership fee of one hundred (100) dollars, you will retain your copyright and the right of commission for one year. All commissions will be sent only to Paypal account in net 30 terms. If the products sold are returned, the commission will be charged back from next commission.

9. You understand that the Company, in its sole discretion, may suspend your account(s) or hold any or all funds in your ETR AMERICA account if the Company has reason to believe that you have been involved with any of the following conduct that is related in any manner to the Company or its customers:

n           engaging in illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities;

n           infringing intellectual property rights of the Company, its related companies, affiliates, publishers, customers or other related parties;

n           misrepresenting, over-promising or other acts in violation of federal or state law affecting consumer protection and commercial activities; or

n           Otherwise violating the Company’s rules or policies.

You agree and understand that the Company's right to take any of the above actions does not constitute a right or obligation to take them for the benefit of any third parties, including you.

10. Following the suspension of an account or holding of funds per Section 9 above, the Company will review conduct that appears to violate this ETR AMERICA Independent Graphic Designer Contract. This review will be conducted in a manner decided by the Company. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe actionable misconduct has occurred, the Company may seize funds in your ETR AMERICA account as liquidated damages and/or for the benefit of third parties affected by the misconduct. The Company may also pursue other remedies as allowed by law.
    
11. You understand that the Company may also temporarily hold any portion of the funds in your ETR AMERICA account if we determine such action is needed to secure the payment and performance of all liabilities, obligations, and indebtedness you may incur with the Company.
    
12. You understand that the Company may freely assign or otherwise transfer any or all of the rights and obligations described under the ETR AMERICA Independent Graphic Designer Contract without your consent and without notice to you.
    
13. You agree that if any provision of this ETR AMERICA Independent Graphic Designer Contract is declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination and the illegal or invalid part, term or provision shall not be deemed to be part of this ETR AMERICA Independent Graphic Designer Contract.
    
14. You understand that the Company reserves the right to modify the ETR AMERICA Independent Graphic Designer Contract at any time.
    
    Modified on Feb. 2, 2009