Terms & Conditions

Sabrina Casas Studio LLC. A Texas Limited Liability Company.

PHOTOGRAPHY AND VIDEO CONTRACT

LICENSE OF USE - MODEL RELEASE

These Standard Terms and Conditions (the "T&C" or "Agreement") set forth the binding legal agreement between you (“Client”) and Sabrina Casas Studio LLC (“SCS” or “Photographer”), a Texas Limited Liability Company. The Agreement governs your business relationship with us and covers all the related services, licenses, and products offered by Sabrina Casas Studio LLC, including your interactions with our websites, mobile apps, and electronic communications.

THESE TERMS PROVIDE IMPORTANT INFORMATION TO YOU: INCLUDING, BUT NOT LIMITED TO, YOUR AGREEMENT TO PROTECT THE RIGHTS OF OUR CONTENT LICENSED TO YOU; OUR LIMITATION OF LIABILITY TO YOU; YOUR AGREEMENT TO RESOLVE ANY DISPUTES BY INDIVIDUAL ARBITRATION (EXCEPT DISPUTES REGARDING THE COPYRIGHT ACT, TITLE 17, U.S.C. § 101, et. seq. ); AND - SHOULD YOU CHOOSE TO PROVIDE SCS WITH YOUR PHONE NUMBER, EMAIL AND/OR OTHER CONTACT INFORMATION -YOUR AGREEMENT TO RECEIVE CALLS, TEXT MESSAGES, ELECTRONIC COMMUNICATIONS AND MAILING FROM US IN ACCORDANCE WITH APPLICABLE LAW.

BY AGREEING TO THESE TERMS, YOU AGREE TO GIVE SABRINA CASAS STUDIO LLC THE OPTION TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION (EXCEPT DISPUTES REGARDING THE COPYRIGHT ACT, TITLE 17, U.S.C. § 101, et. seq. ), WHICH MEANS YOU HEREBY WAIVE ANY AND ALL RIGHTS TO HAVE SUCH DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY AND ALL CLASS ACTIONS, CLASS ARBITRATIONS, AND/OR ANY TYPE OF REPRESENTATIVE ACTIONS, WHICH COULD ARISE FROM THIS AGREEMENT.

This Agreement is a framework for your business relationship with Sabrina Casas Studio LLC. The licenses and any rights granted to you are only applicable to the Images and works identified on the respective invoices. Each invoice becomes part of this agreement as soon as the invoice has been delivered to you. SCS’s invoices are submitted in electronic format but can be provided to you by PDF copy and/or hard copies upon request. If the wording or terms of any invoice were to contradict the terms of this agreement, Sabrina Casas Studio LLC reserves the right to provide clarification on the matter as soon as the contradiction is reported or informed to us in writing.

The written provisions contained in this Agreement and its Appendixes constitute the sole and entire agreement made.

WE ENCOURAGE YOU TO REVIEW THIS AGREEMENT CAREFULLY. ANY USE OF SABRINA CASAS STUDIO LLC SERVICES, INTELLECTUAL PROPERTY, OR PRODUCTS, INCLUDING CONFIRMED BOOKINGS, SHALL BE GOVERNED BY THIS AGREEMENT. IF YOU CANNOT OR WILL NOT AGREE TO ANY OF THE TERMS, YOU SHALL CEASE USING SCS’S SERVICES AND NOTIFY SCS IN WRITING. REGARDLESS OF THE DATE OF TERMINATION, YOUR OBLIGATIONS AND RIGHTS PROVIDED IN THIS AGREEMENT WILL CONTINUE TO EXIST AS LONG AS ANY LICENSE PROVIDED TO CLIENT REMAINS IN PLACE.

Thanks for choosing us for your photography, video, and creative design needs. Sabrina Casas Studio LLC is a premium photography business based in Texas and dedicated to serving commercial and retail customers by providing outstanding media and beautiful products through our efforts, talents, and commitment to quality.

Please find in the following pages our Standard Terms and Conditions.

If you have any questions, please do not hesitate to reach us.

PART I. INTRODUCTION

PART II. DEFINITIONS AND LICENSING PROVISIONS.

(a) “YOU” or “CLIENT” shall mean the person executing this agreement, its agents, representatives, and all other persons under its control, and – where the context so permits pursuant to this Agreement – may include its respective assignees, sub-licensees, and/or successors in title.

(b) “SCS” or “PHOTOGRAPHER” shall mean Sabrina Casas Studio, LLC (a Texas Limited Liability Company), its agents, representatives, and all other persons acting in concert with it, or under its control, whether directly or indirectly, and – where the context so permits pursuant to this Agreement – may include its respective assignees, sub-licensees, and/or successors in title.

(d) “IMAGES,” “PHOTOGRAPHS,” or “WORKS” shall mean all photographic and/or video material licensed and/or furnished by SCS to CLIENT, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media, and whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed.

(e) “MEDIA PACK” shall refer to a group of images which are commissioned or sold together and to which additional images can be added through the relevant invoices.

(f) “SPECIAL PHOTOGRAPHY” shall refer to photographic and/or video which requires a higher degree of skill, technique, technology, or logistics, and/or carries an additional fee and/or is of limited availability – as to be determined in the sole discretion of SCS.

(g) When applicable the terms “COMMERCIAL,” “EDITORIAL,” and “RETAIL” refer to the categories of use being licensed as follows:

i. “COMMERCIAL” shall refer to images used to sell or otherwise promote a product, service, or idea (examples include, but are not limited to, REAL ESTATE LISTINGS, BUSINESS PORTRAITS, PRINT ADVERTISING, BILLBOARDS, WEB ADVERTISING, PUBLIC RELATIONS, ANNUAL REPORTS, PRODUCT PACKAGING, WEBSITES, BROCHURES, ETC.);

ii. “EDITORIAL” shall refer to images used for educational or journalistic purposes (examples included, but are not limited to, MAGAZINES ARTICLES, NEWSPAPER ARTICLES, ON-LINE WEB ARTICLES, TEXTBOOKS, ETC.); and

iii. “RETAIL” shall refer to images purchased for personal use only (examples include, but are not limited to, WEDDING ALBUMS, HIGH SCHOOL ANNOUNCEMENTS AND/OR YEARBOOKS, GLAMOUR PORTRAITS, NEWBORN PORTRAITS, FAMILY PORTRAITS, SCHOOL PORTRAITS, HOLIDAY CARDS, FINE-ART PRINTS, ETC.).

(h) “DURATION,” “PERIOD,” “TERM” or “LENGTH OF TIME” shall refer to THE LENGTH OF TIME AN IMAGE WILL BE USED. IMAGES SHALL BE RETURNED, DESTROYED, OR DELETED FROM ALL MEDIA; TO THE EXTENT THE CLIENT IS ABLE TO DO SO, AS SOON AS THE RELEVANT LICENSE HAS EXPIRED.

(i) When applicable the term “QUANTITY” shall refer to the number of times within a given TERM that an image may be used. In this context:

i. “ELECTRONIC COPY” shall refer to a copy of the image made for DIGITAL DISTRIBUTION, regardless of the means of storing the image and/or the technology used for rendering;

ii. “HARDCOPY” shall refer to a copy of the image which can be used without the aid of any device, regardless of the material from which the copy is made (including but not limited to paper, canvas, aluminum, wood, plastic, etc.).

iii. Additionally, the following terms can also be used in reference to QUANTITY:

A. “LIMITED” shall mean that the quantity is limited to a set number;

B. “UNLIMITED” shall mean that there is no set limit.

WHEN APPLICABLE, DIGITAL DISTRIBUTION OF ELECTRONIC COPIES SHALL BE COUNTED BASED ON "VIEWS" (YOUTUBE, VIMEO, ETC.), "LIKES", "SHARES", "RE-TWEETS" (FACEBOOK, TWITTER, ETC.), QUANTITY OF EMAIL ADDRESSES IN THE FIELDS TO, CC AND BCC (EMAILING), "VISITOR COUNT" (WEBSITES) AND ANY OTHER SIMILAR METRIC PROVIDED BY THE ONLINE PLATFORM INCLUDING THE SPECIFIC METRICS PROVIDED BY AD MANAGEMENT APPLICATIONS (GOOGLE ADS, FACEBOOK ADS, ETC.). THE CLIENT SHALL SHARE USE AND QUANTITY INFORMATION WITH SCS WITHIN 3 BUSINESS DAYS UPON REQUESTS MADE IN N WRITING. THE CLIENT SHALL PROTECT ALL RECORDS REGARDING THE USE OF THE IMAGES FOR 5 YEARS AFTER THE EXPIRATION OF THE RESPECTIVE LICENSES.

(j) When applicable, “EXCLUSIVITY” shall be defined as “EXCLUSIVE,” “EXCLUSIVE TO INDUSTRY,” or “NON-EXCLUSIVE” as follows:

i. “EXCLUSIVE” shall mean the image cannot be sold and/or licensed by SCS to any third party during the relevant time period;

ii. “EXCLUSIVE TO INDUSTRY” shall mean the image cannot be sold and/or licensed by SCS to any third party within the same industry (examples included but are not limited to Banking, Real Estate, Oil & Gas, etc.); and

iii. “NON-EXCLUSIVE” shall mean the image can be sold and/or licensed by SCS to other clients and/or third parties at any time.

(k) When applicable, "TERRITORY" is defined as "NATIONAL", "NORTH AMERICA", "GLOBAL OR INTERNATIONAL", "LOCAL", "REGIONAL" AND "COUNTRY SPECIFIC" based on the intended target audience as follows:

i. “NATIONAL” shall refer to audiences within the United States only;

ii. “NORTH AMERICA” shall refer to audiences within the United States, Canada, and Mexico;

iii. “GLOBAL OR INTERNATIONAL” shall refer to audiences throughout the world;

iv. “LOCAL” shall refer to audiences within a specific city or area within a city, county, and/or state;

v. “REGIONAL” shall refer to audiences within a specific region (Midwestern United States, Southeastern United States, etc.); and

vi. “COUNTRY SPECIFIC” shall refer to audiences within a specified country and/or countries.

DIGITAL DISTRIBUTION: EXPOSURE OF IMAGES PURCHASED TO TARGET A TERRITORY THROUGH DIGITAL DISTRIBUTION IS ADDITIONALLY DEFINED AS SUBJECT TO "PASSIVE EXPOSURE" OR "ACTIVE EXPOSURE" AS FOLLOWS:

• “PASSIVE EXPOSURE” shall mean that the Client does not control (pay or otherwise direct) the exposure of the image to a target audience. As an example: a website that appears in a search engine’s “results” page without the Client making specific targeting efforts). ANY SITUATION WHERE IMAGES ARE SUBJECT TO PASSIVE EXPOSURE IS CONSIDERED TO HAVE THE BENEFIT OF A GLOBAL LICENSE AND DOES NOT PLACE THE CLIENT IN BREACH OF THE TERRITORY PROVISIONS EXPLAINED ABOVE. THE CLIENT MUST PURCHASE A LICENSE FOR ALL TERRITORIES WHERE IMAGES ARE ON ACTIVE EXPOSURE; and

• “ACTIVE EXPOSURE” shall mean that the Client makes an intentional effort to market to a geographic region. As an example: Client-paid advertising on sites such as Airbnb is directed toward Mexican markets advertising the Client’s property located in the Southeastern United States. This example would require either a COUNTRY SPECIFIC (i.e. Mexico) license or a GLOBAL license. Likewise, if a website were to appear on a“results” page of a search engine as a result of purchasing specific targeting advertisements, such would also be an “ACTIVE EXPOSURE” requiring additional licensing rights for the geographic region targeted.

(l) When applicable, the term "MEDIA" shall refer to the manner and/or means in which the image can be viewed, as follows:

i. “SMALL PRINT” shall refer to anything printed onto paper and/or other material that can be held (examples include but are not limited to flyers, brochures, newspapers, magazines, postcards, photo books, books, prints, etc.).;

ii. “LARGE PRINT” shall refer to anything printed onto paper and/or other material that cannot be held, but is intended for hanging on walls and/or other structures, such as art decoration (examples include but are not limited to frames, canvases, large prints, etc.);

iii. “ALL PRINT” shall refer to both small and large print as defined above;

iv. “POINT-OF-SALE (POS) OR POINT-OF-PURCHASE (POP)” shall refer to things that can be seen where a product is sold (examples include but are not limited to banners, signage, counter cards, display, in-store posters, table tents, hang tags, etc.);

v. “OUT-OF-HOME (OOH) OR OUTDOOR” shall refer to anything that can be seen outside the home and/or in public places (examples included but are not limited to outdoor boards, billboards, bus sides, train stops, rail cards, etc.);

vi. “DIGITAL” shall refer to electronic and internet media – excluding social media – that is not printed (examples include but are not limited to personal and company websites, corporate screensavers, corporate digital boards/displays, etc.);

vii. “SOCIAL MEDIA” shall refer to websites and applications that enable the users to create and share content and/or to participate in social networking.

PART II. PROVISION 1. DEFINITIONS.

(a) ALL COPYRIGHT THAT ARISES OUT OF THE PERFORMANCE OF THE SCS’S OBLIGATIONS UNDER THIS CONTRACT SHALL BE THE CREATION OF THE CREATOR. PURSUANT TO THE COPYRIGHT ACT OF 1976 (17 U.S.C. §101, et seq.), THE CREATOR SHALL REMAIN THE OWNER OF ALL RIGHTS AND TITLE IN ALL PHOTOGRAPHIC WORKS/IMAGES CREATED PURSUANT TO THIS AGREEMENT IN PERPETUITY AND THE CLIENT SHALL BE SUPPLIED WITH THE PHOTOGRAPHIC WORKS FOR USE ON THE BASIS OF THE TERMS OF THIS LICENSE.

(b) THE CREATOR RETAINS THE ENTIRE COPYRIGHT OF THE IMAGES, AT ALL TIMES, THROUGHOUT THE WORLD.

(c) Where reproduction of one or more IMAGES has taken place and payment and/or settlement has not been made, the Photographer will make such charges to the publisher of those images as provided under the Copyright Act of 1976 (17 U.S.C. § 504) and reserves the right to initiate any and all applicable actions as required to enforce the rights of SCS.

(d) Digital files may contain copyright management information (“CMI”) and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes a violation of the Digital Millennium Copyright Act (17 U.S.C. § 1202).

(e) WHEN APPLICABLE, Client agrees to provide SCS with three copies of each published use of each Image not later than 60 days after the date of first publication of each use. If any Image is being published only in an electronic medium, Client agrees to Provide Photographer with an electronic tearsheet, such as a PDF facsimile or URL of the published use of each such photograph, within fifteen (15) days after the date of first publication of each use. This requirement especially applies to images used on publications of national circulation (magazines, popular video channels, and similar media), but the SCS may request similar copies and notifications to be made in other situations where the impact of the publications is significant for the SCS’s reputation and branding, which is to be determined at SCS discretion.

PART II. PROVISION 3. CREATOR PERPETUAL LICENSING TO SCS.

(A) CREATOR grants SCS a non-exclusive, worldwide, perpetual license to copy, publish, transmit, distribute, publicly display, create derivatives of, lease, sell, resell, and/or sublicense all IMAGES, PHOTOGRAPH, WORKS, MEDIA PACKS, and/or SPECIAL PHOTOGRAPHY created and owned by CREATOR pursuant to this agreement. Such license also entitles SCS to enter into contracts, agreements, provisions, deals, indentures, bonds, treaties, conventions, and/or promises with regard to all IMAGES, PHOTOGRAPHS, WORKS, MEDIA PACKS, and/or SPECIAL PHOTOGRAPHY created and owned by CREATOR.

(B) Such license granted under Part II. Provision 3(A) shall in no way transfer any rights to any other party other than SCS. THE CREATOR RETAINS THE ENTIRE COPYRIGHT OF THE IMAGES, AT ALL TIMES, THROUGHOUT THE WORLD.

PART II. PROVISIONS 2. COPYRIGHT.

PART II. PROVISION 3. CREATOR PERPETUAL LICENSING TO SCS.

(a) The Client shall exercise proper due diligence to use the Images on social media, HAR, and other online platforms (from now on and to the effects of this provision referred to in general as “Online Platforms”) as applicable terms on those Online Platforms may contradict the licensing rights provided on this agreement; such use might damage the Photographer intellectual property (as example: by exposing the Images to uncontrolled reproduction or alterations).

(b) When the Client intends to use the Images on Online Platforms, the Photographer may provide, at her discretion, a specific set of Images for use on Online Platforms, which might be watermarked with the Photographer’s logotype and/or other forms of CMI. Such CMI shall not be removed or cropped by the Client in any manner whatsoever, as any such removal and/or alteration constitutes a violation of the Digital Millennium Copyright Act (17 U.S.C. § 1202).

(c) THE FOLLOWING RELEASE IS LIMITED ONLY TO THE USE OF IMAGES ON ONLINE PLATFORMS WHICH SPECIFICALLY AND NECESSARILY REQUIRE A RELEASE FROM THE CLIENT IN ORDER TO PARTICIPATE IN SAID ONLINE PLATFORM. THIS RELEASE DOES NOT APPLY TO ONLINE PLATFORMS THAT DO NOT REQUIRE A RELEASE FROM THE CLIENT, AND THIS RELEASE DOES NOT APPLY TO THE CLIENT’S WEBSITES, THEIR AFFILIATED WEBSITES OR OTHER WEBSITES WHERE THE CLIENT HAS CONTROL OF THE DISTRIBUTION AND EXPOSURE OF THE CLIENT POSTED CONTENT. LIMITED RELEASE The Photographer grants the Client the following, limited, release: The Client is permitted to grant to the Online Platform and their affiliates, licensees and sub-licensees, without compensation to the Photographer, a non-exclusive, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute the Images, or any portion thereof, throughout the world in any format, media or distribution method (whether now known or hereafter created) FOR THE DURATION OF THE LICENSE PURCHASED THRU THIS AGREEMENT. Further, to the extent permitted under applicable law, the Photographer waives and release and covenant not to assert any moral rights that may have in the Images BEYOND THE DIRECT PUBLICATION MADE BY THE CLIENT. THE DIRECT PUBLICATION (POST) MADE BY THE CLIENT SHALL PROVIDE CREDIT TO THE PHOTOGRAPHER AS DEFINED ON [PART II. PROVISION 12. RIGHT TO CREDIT.]. The Creator retains ownership of any and all copyrights to the Images, subject to the non-exclusive rights granted before to the Online Platform, NO OWNERSHIP OF SUCH COPYRIGHTS IS TRANSFERRED TO THE CLIENT OR THE ONLINE PLATFORM. Further, with respect to the Images, and subject to the Online Platform product and user experience considerations, the Online Platform shall agree to: (i) use commercially reasonable efforts to maintain the attribution of such photos to the Photographer as submitted by the Client, and (ii) the Online Platform shall not license or sublicense to third parties individual photos or collections of photos, except in each case for the Online Platform Business Purposes. "Business Purposes" means any use in connection with an Online Platform or co-branded website, application, publication or service, or any use which advertises, markets or promotes the Online Platform, the services or the information it contains.

(d) Use of the Images on some Online Platforms is prohibited since these Online Platforms either request unacceptable terms or are deemed to have poor and unsafe practices on regards of protecting the rights of authors and creators. Such Online Platforms include but are NOT limited to Platforms such as Yelp, SnapChat, WeChat, QZone, and Tencent QQ

(e) Use of the Images in such prohibited Online Platforms outlined in Part II, Provision 3(d), even if accidental, shall automatically trigger contractual penalties equivalent to those defined under the Copyright Act of 1976 (17 U.S.C. § 504(c)) for infringement of copyrighted works. Such penalties may range from $750 to $30,000 per Work, as defined under 17 U.S.C. § 504(c). These contractual penalties are applicable even if the specific Images are not registered with the Copyright Office at the time of the infraction.

(f) Due the changing and evolving nature of the Online Platforms and the risk of cybercrime, the Client shall make all reasonable efforts to remove the Images from the Online Platform once the license for the Images has expired.

(g) In certain situations, the Photographer may allow the Client to keep some or all of the Images posted on the Online Platform beyond the period of the original license provided for the Images without requiring additional compensation. These situations are defined as a “DIGITAL LIMITED LICENSE EXTENSION” (DLLE). The DLLE is intended to allow both, the Photographer and the Client, to benefit from the algorithms that account for user’s interaction with the specific post on the Online Platform (Examples: Likes, Shares, Re-Tweets, etc.). The DLLE only applies to the Images originally included in the post (and not to the remaining Images included in the original license) and the DLLE does not grant or extend any other rights granted in the original license. The DLLE requires the Client to credit the Photographer as defined on [PART II. PROVISION 12. RIGHT TO CREDIT.] – and as required pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 1202) – any time the Client boosts the post in any way that the post is brought back to the Client’s top or latest news feed (Examples: boost, tag, re-tag, share, re-share, comment, etc.). The Photographer reserves the right to terminate the DLLE at any time and for any reason by communicating such termination to the Client in writing (either by electronic communications or by any other means) and the Client agrees to immediately delete the post of Images without further delay once the DLLE has been terminated.

PART II. PROVISION 4. ONLINE PLATFORMS. LIMITED RELEASE. DIGITAL LIMITED LICENSE EXTENSION.

(a) ANY RIGHTS GRANTED THROUGH THIS AGREEMENT ARE BY WAY OF LICENSE ONLY AND SHALL IN NO WAY CONSTITUTE PARTIAL AND/OR OTHER ASSIGNMENT OF COPYRIGHT, EXPRESSLY OR IMPLIEDLY.

(b) The License of Use comes into effect from the date of payment of the relevant invoices and applies to Images stated on such invoices only and in the size and quantities determined on those invoices. No licenses and/or usage rights are transferred to the Client unless and until the Photographer has received payment in full. No use may be made of the Images before payment in full of the relevant invoices without the Photographer’s express permission in writing. Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client is put into receivership or liquidation.

(c) Where restricted in the Agreement, permission to use the Images for other purposes (or for a longer period of time) may be granted upon payment of a further fee to be mutually agreed. A written agreement must be reached with the Photographer before the Images may be used for other purposes. Where uses of Images are made which breach the license of use, further charges will be made.

(d) Upon the Client’s death and/or bankruptcy and/or (if the Client is a legal corporation, limited liability company, limited partnership, professional partnership, company, organization, and/or any other non-natural person) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any license granted shall immediately cease.

PART II. PROVISION 5. LICENSE OF USE. RELEVANT IMAGES. START DATE.

(a) CATEGORY OF USE: Unless otherwise specifically provided elsewhere in this document and/or when based on relevant invoices, Images are licensed for RETAIL use ONLY. Images cannot be used for Commercial or Editorial purposes without the express permission of the Photographer and the payment of additional fees.

(b) DURATION: Unless otherwise specifically provided elsewhere in this document, any grant of rights is limited to the DURATION OF ONE (1) YEAR from the date of payment of the relevant invoices.

(c) QUANTITY: Unless specifically provided elsewhere in this document, no reprographic, reprint, republication and/or any other secondary reproduction usages may be made. Usage rights are granted only for ONE-TIME USAGE. Images shall be returned, destroyed or deleted from all media; to the extent the Client is able to do so, as soon as the relevant license has expired.

(d) EXCLUSIVITY: Unless specifically provided elsewhere in this document, Images are licensed on NON-EXCLUSIVE basis.

(e) TERRITORY: Unless specifically provided elsewhere in this document, Images are licensed for use within NATIONAL territory.

(f) MEDIA: Unless specifically provided elsewhere in this document, Images are licensed for SMALL PRINT and LIMITED SOCIAL MEDIA (personal use).

(g) MINIMUM PENALTY: The parties agree that any usage of any Image without the prior permission of Photographer will be charged, AT A MINIMUM OF, three times the Photographer's customary fee for such usage plus interest, postage and any expenses needed to collect the additional payments. This penalty does not grant any usage rights and does not set maximums on regards of damages.

(h) APPLICABILITY: Unless the relevant invoices explicitly refer to another provision on this agreement, the GENERAL LICENSE described on this provision is the applicable license to any and all Images.

PART II. PROVISION 6. GENERAL LICENSE OF USE.

(a) CATEGORY OF USE: When based on the relevant invoices, Images are to be used to (i) market real estate property for sale, lease or rental and/or (ii) Images are for advertising of the Client’s services or products as these relate to the real estate industry (Examples: custom builders, interior designers, architects, staging companies, roof inspectors, painters, etc.); then the Photographer grants the Client limited COMMERCIAL use as follows on this paragraph.

(b) DURATION: The duration of the respective license is based on the purchased MediaPack, see below in this paragraph. The duration of this license may be extended after payment of additional fees at the Photographer's discretion.

(c) QUANTITY: Usage rights are granted based on the PURCHASED MEDIAPACK. Images shall be deleted from all media; to the extent the Client is able to do so, as soon as the relevant license has expired. HARDCOPIES: The Photographer grants the Client the right to print the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack. ELECTRONIC COPIES: The Photographer grants the Client the right to digital distribution of the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack for these types of copies. ADDITIONAL COPIES: The quantities on this license may be increased after payment of additional fees at the Photographer's discretion.

(d) EXCLUSIVITY: Images are licensed on a NON-EXCLUSIVE basis.

(e) TERRITORY: Images are licensed for use within the territory defined on the applicable MediaPack.

(f) MEDIA: Images are licensed for the media defined on the applicable MediaPack (Examples of allowed use are: Client's website, local MLS system and their syndicated/affiliated sites, flyers, posts on Facebook, purchasing of ads on Facebook, etc.).

(g) ADDITIONAL IMAGES: Any Images ordered in addition to the Images provided on the original MediaPack are considered to be included on the same license (and therefore subject to the same duration and limitations).

(h) EXCLUSIVE PHOTOGRAPHER, CLARIFICATION: Images shall not be mixed with media produced by the Client, other photographers, or any other third party. This prohibition particularly applies to the MLS listing.

(i) MediaPack licensing terms:

BUILD6M MEDIAPACK

DURATION: SIX (6) MONTHS
QUANTITY (ELECTRONIC COPIES): 50,000
QUANTITY (HARD COPIES): 50,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA, AND
3. SMALL PRINT.

BUILD12M MEDIAPACK

DURATION: TWELVE (12) MONTHS
QUANTITY (ELECTRONIC COPIES): 75,000
QUANTITY (HARD COPIES): 75,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NORTH AMERICA
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA, AND
3. SMALL PRINT.

BUILD36M MEDIAPACK

DURATION: THIRTY-SIX (36) MONTHS
QUANTITY (ELECTRONIC COPIES): 100,000
QUANTITY (HARD COPIES): 100,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

PART II. PROVISION 8. ARCHITECTURAL PHOTOGRAPHY AND VIDEO. REAL ESTATE INDUSTRY. BUILDERS AND FOR-SALE-BY-OWNER. LICENSE OF USE.

(a) CATEGORY OF USE: When based on the relevant invoices, Images are to be used to (i) advertise Client’s services or products (Examples include but are not limited to: wedding venues, restaurants, grocery stores, gas stations, fitness centers, private schools, hotels, builders, realtors, brokers, architects, painters, hunting accessories, sport accessories, apparel, etc.); then the Photographer grants the Client limited COMMERCIAL use as follows on this paragraph.

(b) DURATION: The duration of the respective license is based on the purchased MediaPack, see below. The duration of this license may be extended after payment of additional fees at the Photographer discretion.

(c) QUANTITY: Usage rights are granted based on the PURCHASED MEDIAPACK. Images shall be deleted from all media; to the extent the Client is able to do so, as soon as the relevant license has expired. HARDCOPIES: The Photographer grants the Client the right to print the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack, this permission includes limited EDITORIAL use as applicable to local publications around the greater Houston area (Examples: Katy Magazine, Houston Chronicle, etc.). ELECTRONIC COPIES: The Photographer grants the Client the right to digital distribution of the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack for these types of copies. ADDITIONAL COPIES: The quantities on this license may be increased after payment of additional fees at the Photographer discretion.

(d) EXCLUSIVITY: Images are licensed on NON-EXCLUSIVE basis.

(e) TERRITORY: Images are licensed for use within the territory defined on the applicable MediaPack.

(f) MEDIA: Images are licensed for the media defined on the applicable MediaPack (Examples of allowed use include but are not limited to: Client's website, flyers, brochures, packaging, posts on Facebook, purchasing of ads on Facebook, etc.).

(h) MediaPack licensing terms:

COM12M MEDIAPACK

DURATION: TWELVE (12) MONTHS
QUANTITY (ELECTRONIC COPIES): 150,000
QUANTITY (HARD COPIES): 150,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT,
4. LARGE PRINT.

COM36M MEDIAPACK

DURATION: THIRTY-SIX (36) MONTHS
QUANTITY (ELECTRONIC COPIES): 250,000
QUANTITY (HARD COPIES): 250,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NORTH AMERICA
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT,
4. LARGE PRINT AND
5. POINT-OF-SALE (POS).

COM60M MEDIAPACK

DURATION: SIXTY (60) MONTHS
QUANTITY (ELECTRONIC COPIES): 500,000
QUANTITY (HARD COPIES): 500,000 EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT,
4. LARGE PRINT,
5. POINT-OF-SALE (POS), AND
6. OUT-OF-HOME (OOH).

PART II. PROVISION 9. COMMERCIAL PHOTOGRAPHY AND VIDEO. LICENSE OF USE.

(a) CATEGORY OF USE: When based on the relevant invoices, Images are to be used to (i) advertise or represent the profession, craft, trade or skills of an individual (Examples included but are not limited to: headshots for job applications, profile picture in company website and intranet, profile picture on job boards, models portfolio, artists portfolio, portrait for marketing of independent professionals as lawyers, doctors, realtors, etc.); then the Photographer grants the Client RETAIL, EDITORIAL, and limited COMMERCIAL use as follows on this paragraph.

(b) DURATION: The duration of the respective license is based on the purchased MediaPack, see (g) below. The duration of this license may be extended after payment of additional fees at the Photographer discretion.

(d) EXCLUSIVITY: Images are licensed on NON-EXCLUSIVE basis.

(e) TERRITORY: Images are licensed for use within the territory defined on the applicable MediaPack.

(f) MEDIA: Images are licensed for the media defined on the applicable MediaPack (Examples of allowed uses include but are not limited to: Client's website, flyers, brochures, packaging, posts on Facebook, purchasing of ads on Facebook, etc.).

(g) MediaPack licensing terms:

PER120M MEDIAPACK

DURATION: ONE HUNDRED AND TWENTY (120) MONTHS
QUANTITY (ELECTRONIC COPIES): 6,000
QUANTITY (HARD COPIES): 6,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

PER180M MEDIAPACK

DURATION: ONE HUNDRED AND EIGHTY (180) MONTHS
QUANTITY (ELECTRONIC COPIES): 24,000
QUANTITY (HARD COPIES): 24,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

PER240M MEDIAPACK

DURATION: TWO HUNDRED AND FORTY (240) MONTHS.
QUANTITY (ELECTRONIC COPIES): 36,000
QUANTITY (HARD COPIES): 36,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NORTH AMERICA
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT,
4. LARGE PRINT,
5. POINT-OF-SALE (POS), AND
6. OUT-OF-HOME (OOH).

PART II. PROVISION 10. BUSINESS PORTRAITS AND PERSONAL BRANDING. LICENSE OF USE.

(a) CATEGORY OF USE: When based on the relevant invoices, Images are to be for (i) personal use (Examples include but are not limited to: weddings, high school senior portraits, family portraits, young athletes portraits, children portraits, glamour portraits, etc.); then the Photographer grants the Client RETAIL use as follows on this paragraph.

(b) DURATION: The duration of the respective license is based on the purchased MediaPack, see (h) below.

(d) EXCLUSIVITY: Images are licensed on NON-EXCLUSIVE basis.

(e) TERRITORY: Images are licensed for use within NATIONAL territory.

(f) MEDIA: Images are licensed for the media defined on the applicable MediaPack.

(g) The Client shall not make additional copies than the ones authorized on this provision, print or use in any other way the Images without previous consent given in writing by the Photographer. NO COMMERCIAL OR EDITORIAL USE IS GRANTED.

(h) MediaPack licensing terms:

RETAIL10 MEDIAPACK

DURATION: UNLIMITED
QUANTITY (ELECTRONIC COPIES): 8000
QUANTITY (HARD COPIES): 80
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

RETAIL20 MEDIAPACK

DURATION: UNLIMITED
QUANTITY (ELECTRONIC COPIES): 12000
QUANTITY (HARD COPIES): 120
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

RETAIL30 MEDIAPACK

DURATION: UNLIMITED
QUANTITY (ELECTRONIC COPIES): 18000
QUANTITY (HARD COPIES): 180
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

PART II. PROVISION 11. LICENSE OF USE. RETAIL.

(a) WHEN APPLICABLE, the Photographer’s name shall be printed on or in reasonable proximity to all published reproductions of the Images. The Photographer also asserts his/her statutory and moral right to be identified in the circumstances set by the Copyright Act of 1976 or any amendment or re-enactment thereof.

(b) All digital reproductions of the Images, and specifically those made in Social Media, shall name the Photographer within the same page/URL (for websites) or within the same post (for Social Media and Blogs) as: “COPYRIGHT BY SABRINA CASAS STUDIO LLC. KATY, TX, USA. 281-665-3868”.

PART II. PROVISION 12. RIGHT TO CREDIT.

(a) CATEGORY OF USE: When based on the relevant invoices, Images are to be used to market real estate property for sale or lease; then the Photographer grants the Client limited COMMERCIAL use as follows in this paragraph.

(b) DURATION: The duration of the respective license is based on the purchased MediaPack, see below on this paragraph. The duration of this license may be extended after payment of additional fees at the Photographer discretion. EXPIRATION: The license mentioned on this paragraph expires automatically at the end of the granted period or when the property is sold or leased, whichever happens first.

(c) QUANTITY: Usage rights are granted based on the PURCHASED MEDIAPACK AND FOR ONE-TIME USAGE (one sale or lease transaction). Images shall be deleted from all media; to the extent the Client is able to do so, as soon as the relevant license has expired. HARDCOPIES: The Photographer grants the Client the right to print the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack. ELECTRONIC COPIES: The Photographer grants the Client the right to digital distribution of the relevant Images in quantity not to exceed the combined total as defined in the applicable MediaPack for these types of copies. ADDITIONAL COPIES: The quantities on this license may be increased after payment of additional fees at the Photographer discretion.

(d) EXCLUSIVITY: Images are licensed on NON-EXCLUSIVE basis.

(e) TERRITORY: Images are licensed for use within the territory defined on the applicable MediaPack.

(f) MEDIA: Images are licensed for the media defined on the applicable MediaPack (Examples of allowed use include but are not limited to: temporary post on the Client's website, local MLS system and their syndicated/affiliated sites, flyers, posts on Facebook to advertise the listing, purchasing of ads on Facebook to advertise the listing, including open houses, etc.);

(g) ADDITIONAL IMAGES: Any Images ordered in addition to the Images provided on the original MediaPack are considered to be included in the same license (and therefore subject to the same duration and limitations);

h) EXCLUSIVE PHOTOGRAPHER, CLARIFICATION: Images shall not be mixed with media produced by the Client, other photographers or any other third party. This prohibition particularly applies to the MLS listing.

(i) USE LIMITATIONS, CLARIFICATION: Use of the Images for branding (advertising of the Client’s services) is STRICTLY PROHIBITED. If the Client wishes to use the Images to advertise his or her services (as example: use of the images on the Client's website as portfolio or for decoration, or use on Social Media as decorations, etc.), then additional rights must be negotiated on a separated written license;

(j) MediaPack licensing terms:

PREMIUM MEDIAPACK

DURATION: Up to SIX (6) MONTHS
QUANTITY (ELECTRONIC COPIES): 25,000
QUANTITY (HARD COPIES): 25,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NATIONAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA, AND
3. SMALL PRINT.

PREMIUM PLUS MEDIAPACK

DURATION: Up to NINE (9) MONTHS
QUANTITY (ELECTRONIC COPIES): 50,000
QUANTITY (HARD COPIES): 50,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: NORTH AMERICA
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA, AND
3. SMALL PRINT.

DELUXE MEDIAPACK

DURATION: Up to TWELVE (12) MONTHS
QUANTITY (ELECTRONIC COPIES): 75,000
QUANTITY (HARD COPIES): 75,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

DELUXE PLUS MEDIAPACK

DURATION: Up to EIGHTEEN (18) MONTHS
QUANTITY (ELECTRONIC COPIES): 100,000
QUANTITY (HARD COPIES): 100,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT.

MILLION PLUS MEDIAPACK

DURATION: Up to TWENTY-FOUR (24) MONTHS
QUANTITY (ELECTRONIC COPIES): 150,000
QUANTITY (HARD COPIES): 150,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT AND
4. LARGE PRINT.

MULTI-MILLION MEDIAPACK

DURATION: Up to THIRTY (30) MONTHS
QUANTITY (ELECTRONIC COPIES): 250,000
QUANTITY (HARD COPIES): 250,000
EXCLUSIVITY: NON-EXCLUSIVE
TERRITORY: GLOBAL
MEDIA:
1. DIGITAL,
2. SOCIAL MEDIA,
3. SMALL PRINT, AND
4. LARGE PRINT

PART II. PROVISION 7. ARCHITECTURAL PHOTOGRAPHY AND VIDEO. REAL ESTATE INDUSTRY. REALTORS AND BROKERS. LICENSE OF USE.

(a) Client shall not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, including making digital scans unless specifically permitted by the Photographer.

(b) This provision also means that the Client will not alter digital files in any way beyond the minimal crop needed to fit the Images on websites or similar platforms.

(d) DMCA: Regardless of any terms and conditions of any Online Platforms, at no time does this Agreement provide Client with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act of 1976 (17 U.S.C. § 106). Images may contain copyright management information (CMI) at the discretion of the Photographer in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and the Client will be responsible to the Photographer for any penalties and awards available under the statute. Client is responsible for ensuring that the Photos are removed from any Online Platform and/or Online Platform database – including any and all MLS listing service – at the expiration of this Agreement.

PART II. PROVISION 13. ALTERATIONS. NO DERIVATIVES ALLOWED. DMCA.

PART III. GENERAL AND COMMERCIAL PROVISIONS.

(a) ALL CONTRACTS VERBAL OR WRITTEN ARE ONLY ACCEPTED ON THE BASIS THAT THE TERMS AND CONDITIONS OF THE PHOTOGRAPHER ARE THE ONLY ONES APPLICABLE.

(b) OTHER TERMS AND CONDITIONS OFFERED BY THE CLIENT ARE SPECIFICALLY EXCLUDED UNLESS AGREED IN WRITING BY THE PHOTOGRAPHER USING THE APPENDIX “B” OF THIS CONTRACT.

(c) Where time is of the essence the Photographer entirely at its own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order.

(d) Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorized to do so.

(e) WHEN A CLIENT’S POLICY IS NOT TO RELY ON EMAIL CONFIRMATIONS, HARDCOPY PAPERWORK MUST BE SUPPLIED, IF NONE IS PROVIDED, THEN THE EMAIL TRAFFIC WILL CONSTITUTE A CONTRACT IN LAW.

PART III. PROVISION 1. CLIENT’S TERMS AND CONDITIONS ARE EXCLUDED.

(a) It is understood the Photographer is the exclusive official photographer retained to perform the photographic services requested. The Photographer may substitute another photographer to take the Images in the event of the Photographer’s illness or scheduling conflicts. In the event of such substitution, the Photographer warrants that the photographer taking the Images shall be a competent professional.

PART III. PROVISION 2. OFFICIAL PHOTOGRAPHER.

(a) Unless otherwise specifically provided elsewhere in this document, no exclusivity is given or implied to the Client. (b) The Photographer retains the right in all cases to use or sell the Images.

(c) The Photographer reserves the right to use images created under this contract for advertising, display, publication, or other purposes.

(d) If exclusivity is given, then it shall only be given in writing by the Photographer, and signed by all Parties.

PART II. PROVISION 14. EXCLUSIVITY.

(A) THE CLIENT HEREBY GRANTS THE PHOTOGRAPHER, AND THOSE ACTING UNDER ITS PERMISSION OR AUTHORITY, IN CONNECTION WITH ANY AND ALL IMAGES THE PHOTOGRAPHER WILL TAKE OF THE SUBJECTS IDENTIFIED IN THE REQUESTED WORK, THE IRREVOCABLE RIGHT AND PERMISSION TO COPYRIGHT, PUBLISH, AND USE AND REUSE SUCH IMAGES IN ANY AND ALL MEDIA KNOWN OR HEREAFTER DEVISED, WORLDWIDE, IN PERPETUITY, FOR ADVERTISING, PROMOTION, TRADE, EXHIBITION, DISTRIBUTION OR ANY OTHER LAWFUL PURPOSE WHATSOEVER.

(B) THE CLIENT UNDERSTANDS AND AGREES THAT THE IMAGES MAY BE PLACED ON THE INTERNET AND COMMERCIALIZED. THE CLIENT ALSO UNDERSTANDS AND AGREES THAT THE CLIENT AND THOSE DEPICTED IN THE IMAGES INCLUDING ANY PROPERTY OWNERS AND PROPERTY MAY BE IDENTIFIED BY NAME AND/OR TITLE, COMPANY NAME, OR WITH A FICTITIOUS NAME IN PRINTED, INTERNET OR BROADCAST INFORMATION THAT MIGHT ACCOMPANY THE IMAGES. THE CLIENT HEREBY GRANTS THE PHOTOGRAPHER PERMISSION TO CREATE AND USE THE CONTENT DEPICTING THE INDIVIDUALS AND PROPERTY IN ANY MEDIA, FOR ANY PURPOSES, WHICH MAY INCLUDED BUT IS NOT LIMITED TO ADVERTISING, PROMOTION, MARKETING, AND PACKAGING FOR ANY PRODUCT OR SERVICE. THE CLIENT WAIVES THE RIGHT TO APPROVE THE FINAL PRODUCT AND AGREES THAT ALL SUCH PORTRAITS, PICTURES, PHOTOGRAPHS, VIDEO AND AUDIO RECORDINGS, AND ANY REPRODUCTIONS THEREOF, AND ALL PLATES, NEGATIVES, RECORDING TAPE AND DIGITAL FILES ARE AND SHALL REMAIN THE PROPERTY OF THE PHOTOGRAPHER. MOREOVER, THE CLIENT UNDERSTANDS THAT THE IMAGES MAY BE EDITED, COPIED, EXHIBITED, PUBLISHED OR DISTRIBUTED AND WAIVES THE RIGHT TO INSPECT OR APPROVE THE FINISHED PRODUCT WHEREIN THE CLIENT LIKENESS APPEARS.

(C) THE CLIENT AGREES THAT THE PHOTOGRAPHER CAN USE THE IMAGES WITHOUT NEED OF COMPENSATION OR FURTHER PERMISSION AND THE CLIENT WAIVES ANY RIGHT TO ROYALTIES OR OTHER COMPENSATION ARISING OR RELATED TO THE USE OF THE IMAGES. THE CLIENT ALSO UNDERSTANDS THAT THIS MATERIAL MAY BE USED IN DIVERSE EDUCATIONAL AND COMMERCIAL SETTINGS WITHIN AN UNRESTRICTED GEOGRAPHIC AREA.

(D) THE PERMISSION(S) ON THIS MODEL RELEASE APPLIES TO THE MINORS AND OTHER FAMILY MEMBERS OF THE CLIENT IDENTIFIED AT THE END OF THIS DOCUMENT.

(E) WHEN APPLICABLE, THE CLIENT CERTIFIES THAT HAS THE ABILITY TO CONTROL THE LICENSES FOR THE PROPERTY DEPICTED IN THE PHOTOGRAPHS AND GIVES THE PHOTOGRAPHER PERMISSION TO USE THE IMAGES DEPICTING THE PROPERTY IN ANY MEDIA, FOR ANY PURPOSES, WHICH MAY INCLUDE, AMONG OTHERS, ADVERTISING, PROMOTION, MARKETING AND PACKAGING FOR ANY PRODUCT OR SERVICE. I AGREE THAT THE IMAGES MAY BE COMBINED WITH OTHER IMAGES, TEXT AND GRAPHICS AND CROPPED, ALTERED OR MODIFIED. THE CLIENT ACKNOWLEDGES AND AGREES THAT HAS NO FURTHER RIGHT TO ADDITIONAL CONSIDERATION OR ACCOUNTING, AND THAT I WILL MAKE NO FURTHER CLAIM FOR ANY REASON TO PHOTOGRAPHER.

PART III. PROVISION 3. MODEL AND PROPERTY RELEASE.

(A) IT IS THE CLIENT’S RESPONSIBILITY TO ENSURE THAT ALL NECESSARY RIGHTS, MODEL RELEASES, CLEARANCES OR CONSENTS WHICH MAY BE REQUIRED FOR REPRODUCTION OF PEOPLE, PLACES OR ITEMS DEPICTED WITHIN ANY WORKS ARE OBTAINED.

(B) IT IS ACKNOWLEDGED THAT THE PHOTOGRAPHER GIVES NO WARRANTY OR UNDERTAKING THAT ANY SUCH RIGHTS, RELEASES OR CONSENTS ARE OR WILL BE OBTAINED WHETHER IN RELATION TO THE USE OF NAMES, PEOPLE, TRADEMARKS, REGISTERED OR COPYRIGHT DESIGNS OR WORKS OF ART DEPICTED IN ANY PICTURE.

(C) THE PHOTOGRAPHER SHALL ONLY BE RESPONSIBLE FOR OBTAINING SUCH CLEARANCES IF THIS HAS BEEN EXPRESSLY AGREED IN WRITING BEFORE THE SHOOT. IT IS CLIENT'S SOLE RESPONSIBILITY TO DETERMINE WHETHER ANY MODEL OR PROPERTY RELEASES DELIVERED BY PHOTOGRAPHER ARE SUITABLE FOR CLIENT'S PURPOSES.

(D) IN ALL OTHER CASES THE CLIENT SHALL INDEMNIFY THE PHOTOGRAPHER AGAINST ALL EXPENSES, DAMAGES, CLAIMS AND LEGAL COSTS ARISING OUT OF ANY FAILURE TO OBTAIN SUCH CLEARANCES.

PART III. PROVISION 4. MODEL RELEASE. INDEMNITY.

(A) THE PHOTOGRAPHER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, FOR ANY CONSEQUENTIAL LOSS OF PROFIT OR INCOME HOWEVER CAUSED INCLUDING NEGLIGENCE BY THE PHOTOGRAPHER, THEIR EMPLOYEES OR AGENTS OR OTHERWISE, AND IT IS THE CLIENT’S RESPONSIBILITY TO INSURE AGAINST SUCH LOSS OR DAMAGE. PHOTOGRAPHER'S LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED IN ANY EVENT THE TOTAL AMOUNT PAID BY THE CLIENT TO THE PHOTOGRAPHER.

(B) IF THE PHOTOGRAPHER CANNOT PERFORM THIS CONTRACT DUE TO FIRE OR OTHER CASUALTY, STRIKE, ACT OF GOD, OR OTHER CAUSE BEYOND THE CONTROL OF THE PARTIES, OR DUE TO PHOTOGRAPHER’S ILLNESS OR EMERGENCY, THEN THE PHOTOGRAPHER SHALL RETURN ANY DEPOSIT OR SITTING FEE TO THE CLIENT BUT SHALL HAVE NO FURTHER LIABILITY WITH RESPECT TO THE CONTRACT. THIS LIMITATION ON LIABILITY SHALL ALSO APPLY IN THE EVENT THAT PHOTOGRAPHIC MATERIALS ARE DAMAGED IN PROCESSING, LOST THROUGH CAMERA OR MEDIA MALFUNCTION, LOST IN THE MAIL, OR OTHERWISE LOST OR DAMAGED WITHOUT FAULT ON THE PART OF THE PHOTOGRAPHER.

(C) THE CLIENT SHALL FULLY COMPENSATE THE PHOTOGRAPHER IN RESPECT OF ANY CLAIMS, COSTS, OR EXPENSES ARISING OUT OF ANY ILLEGAL OR DEFAMATORY PHOTOGRAPHIC WORKS PRODUCED FOR THE CLIENT OR ANY INFRINGEMENT OF AN INTELLECTUAL PROPERTY RIGHT OF ANY PERSON.

(D) THE CLIENT IS AWARE THAT COLOR DYES IN PHOTOGRAPHY MAY FADE OR DISCOLOR OVER TIME DUE TO THE INHERENT QUALITIES OF DYES, AND CLIENT RELEASES PHOTOGRAPHER FROM ANY LIABILITY FOR ANY CLAIMS WHATSOEVER BASED UPON FADING OR DISCOLORATION DUE TO SUCH INHERENT QUALITIES.

(E) DUE TO A VARIETY OF LIGHTING CONDITIONS AND THE LIMITATIONS OF PROFESSIONAL FILM OR DIGITAL CAPTURE, SOME COLORS MAY ALTER SLIGHTLY THROUGHOUT A SET OF IMAGES. NOTE THAT CERTAIN COLORS DO NOT REPRODUCE EXACTLY ON PHOTOGRAPHIC FILM OR PAPER. IT IS UNDERSTOOD THAT ALL PHOTOGRAPHIC PRINTING IS UNDERTAKEN WITHIN THE TECHNICAL LIMITATIONS OF THE PROCESS AND THAT COLOR MAY NOT NECESSARILY BE FACSIMILE OVER THE WHOLE RANGE OF COLORS WITHIN A SUBJECT. IT IS ALSO UNDERSTOOD THAT PRINTS MADE AT DIFFERENT TIMES OR IN DIFFERENT SIZES MAY BE VARIABLE IN COLOR BALANCE. ALL PRINT AND PRESENTATION SIZES QUOTED ARE APPROXIMATE AND SUBJECT TO THE DISCRETION OF THE PHOTOGRAPHER.

(F) ALTHOUGH ALL EQUIPMENT IS CHECKED REGULARLY THE PHOTOGRAPHER WILL NOT BE RESPONSIBLE FOR IMAGES THAT ARE NOT PRODUCED DUE TO TECHNICAL FAILURE, EITHER AT THE SHOOTING OR PROCESSING STAGE.

(G) IN THE EVENT THE PHOTOGRAPHER FAILS TO PERFORM FOR ANY OTHER REASON, THE PHOTOGRAPHER SHALL NOT BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY THE CLIENT TO THE PHOTOGRAPHER.

(H) THE PHOTOGRAPHER IS NOT RESPONSIBLE FOR ANY INJURIES FOR ANY OF THE PHOTOGRAPHIC PARTIES. THE CLIENT WILL BE RESPONSIBLE FOR THEIR CHILDREN AND THEMSELVES, AND RELEASE THE PHOTOGRAPHER FROM ANY CLAIMS.

(I) THE CLIENT UNDERSTANDS THAT THE OPERATION OF UAS (UNMANNED AIRCRAFT SYSTEMS) CARRIES A RISK TO PERSONS AND PROPERTY, AND SO THE CLIENT ACCEPTS FULL RESPONSIBILITY FOR ANY DAMAGE OR INJURIES DIRECTLY OR INDIRECTLY CAUSED FOR THE OPERATION OF UAS TO CLIENT, THIRD PARTIES OR THE PHOTOGRAPHER AND ITS EMPLOYEES AS CONSEQUENCE OF WORKS PERFORMED BY THE PHOTOGRAPHER OR ANY OF THE PHOTOGRAPHER’S EMPLOYEES OR AGENTS.

PART III. PROVISION 5. INDEMNITY. LIMITATION OF LIABILITY.

WHEN APPLICABLE, THE CLIENT HAS REQUESTED AND THE PHOTOGRAPHER HAS AGREED TO PROVIDE DRONE PHOTOGRAPHY OR VIDEO COVERAGE AS PART OF THIS AGREEMENT. THE PHOTOGRAPHER WARRANTS THAT THE DRONE OPERATOR SHALL HAVE PROPER FAA PART 107 CERTIFICATION. THE CLIENT UNDERSTANDS AND ACCEPTS THAT DRONE PHOTOGRAPHY AND VIDEO COVERAGE IS SUBJECT TO FEDERAL AVIATION ADMINISTRATION REGULATIONS PART 107 AND THAT THE PHOTOGRAPHER IS OBLIGATED TO ABIDE BY THOSE PROVISIONS WHICH MAY LIMIT OR OTHERWISE RESTRICT THE DRONE COVERAGE AVAILABLE FOR THE EVENT. THIS INCLUDES BUT IS NOT LIMITED TO, DRONES BEING RESTRICTED TO DAYLIGHT OPERATION AND CERTAIN TYPES OF AIRSPACE. IN THE EVENT THE DRONE PHOTOGRAPHY COVERAGE CONTEMPLATED BY THIS AGREEMENT IS COMPLETELY UNAVAILABLE DUE TO FAA REGULATIONS (INCLUDING THE FAA’S FAILURE TO WAIVE OR PHOTOGRAPHER’S FAILURE TO OBTAIN A WAIVER OF ANY REGULATION), THE DRONE OPERATOR’S DETERMINATION THAT WEATHER OR OTHER CONDITIONS MAKE DRONE USAGE UNSAFE, OR FOR ANY OTHER REASON; THE PHOTOGRAPHER’S LIABILITY SHALL BE LIMITED TO THE RETURN OF THOSE FUNDS SPECIFICALLY DESIGNATED FOR THE DRONE COVERAGE UNDER THE RESPECTIVE ESTIMATE OR INVOICES. IF A PORTION OF THE DRONE COVERAGE IS UNAVAILABLE, THE PHOTOGRAPHER’S LIABILITY SHALL BE LIMITED TO A PRO-RATA PORTION OF THE FUNDS SPECIFICALLY DESIGNATED FOR THE DRONE COVERAGE UNDER THE RELEVANT ESTIMATES OR INVOICES EQUIVALENT TO THE PERCENTAGE OF LOST DRONE COVERAGE.

PART III. PROVISION 6. DRONE OPERATIONS. EVENT AND ORDER COVERAGE.

(a) The Client assumes full risk of loss or damage to or arising from materials furnished by Client and warrants that said materials are adequately insured against such loss, damage, or liability.

(b) The Photographer is not responsible for the damage of products after delivery. Client assumes full responsibility for the safety of their products.

PART III. PROVISION 7. ASSUMPTION OF RISK.

(a) Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise. The Client shall be liable for such extra expenses or fees, in addition to the fees and expenses shown on the original estimate or price list.

(b) In the event a shooting session extends beyond one (1) hour of the original estimated time, the Photographer may charge for such excess time of assistants and freelance staff at the rate of their hourly rates.

(c) Client will be charged a 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.

PART III. PROVISION 9. EXPENSES. OVER-TIME. RE-SHOOTS.

(A) EXCEPT OTHERWISE AGREED, PAYMENT BY THE CLIENT WILL BE DUE IMMEDIATELY UPON RECEPTION OF THE RELEVANT INVOICES AND FOR NO REASON LATER THAN 30 DAYS OF THE COMMISSIONED WORK.

(B) THEREAFTER, FURTHER CHARGES MAY BE MADE FOR ANY ADDITIONAL STATEMENT, LETTER (WHETHER AS AN EMAIL, FAX, ETC.) ISSUED FOR THE RECOVERY OF THE OUTSTANDING DEBT OF NOT LESS THAN 10% OF THE OUTSTANDING DEBT PLUS ALL OTHER COSTS FOR THE RECOVERY OF DEBTS INCLUDING BANK CHARGES.

(C) A FURTHER CHARGE OF 8% ANNUAL INTEREST RATE WILL BE ADDED, EACH MONTH, TO THE BALANCE OF ANY OUTSTANDING INVOICES PAST DUE MORE THAN THIRTY (30) DAYS. THE INTEREST WILL BE ACCRUED FROM THE FIRST DAY PAST THE 30 DAYS UNTIL THE FULL BALANCE INCLUDING PENALTIES AND COLLECTION CHARGES ARE SATISFIED.

(D) WHERE A CLIENT IS A COMPANY AND WHETHER OR NOT THAT COMPANY HAS GONE INTO LIQUIDATION THE INDIVIDUAL DIRECTORS WILL BE RESPONSIBLE FOR ALL OUTSTANDING FEES AND COSTS IN RELATION TO THE CONTRACT.

(E) A CHARGE OF $100 WILL APPLY TO REJECTED PAYMENTS, IS THE CLIENT RESPONSIBILITY TO ENSURE THAT CHECKS ARE PROPERLY WRITTEN AND CASHABLE, AND THAT DEBIT AND CREDIT CARDS HAVE ENOUGH CREDIT AVAILABLE TO PROCESS THE PAYMENT.

(F) THE CHARGES IN THIS CONTRACT ARE BASED ON THE PHOTOGRAPHER’S STANDARD PRICE LIST. THIS PRICE LIST IS ADJUSTED PERIODICALLY AND FUTURE ORDERS SHALL BE CHARGED AT THE PRICES IN EFFECT AT THE TIME WHEN THE ORDER IS PLACED.

(G) AFTER THREE (3) STATEMENTS FROM US, UNPAID BALANCES WILL BE SUBMITTED TO THE AMERICAN CREDIT BUREAU. AN ADMINISTRATIVE FEE OF $100 WILL BE ADDED TO YOUR BALANCE. YOUR CREDIT WILL BE BLEMISHED WITH THE TOP THREE CREDIT BUREAUS IF THE BALANCE REMAINS UNPAID.

(H) ALL PAYMENTS, FEES, AND EXPENSES PAYABLE UNDER THIS AGREEMENT ARE REQUIRED IRRESPECTIVE OF WHETHER CLIENT MAKES ACTUAL USE OF THE IMAGES OR PRODUCTS.

(G) WHEN THE PHOTOGRAPHER OFFERS THE CLIENT PROMOTIONAL FINANCING AT A LOWER OR ZERO INTEREST RATE TO PAY PURCHASES OVER TIME, THE OFFER IS CONDITIONAL TO THE CLIENT MAKING EQUAL MONTHLY PAYMENTS NECESSARY TO COMPLETE THE PAYMENT OF THE FULL BALANCE WITHIN THE AGREED PROMOTIONAL PERIOD. IF THE CLIENT FAILS TO MAKE TWO CONSECUTIVE PAYMENTS OR MISSES THREE NON-CONSECUTIVE PAYMENTS, THE PROMOTIONAL INTEREST BENEFIT WILL BE LOST AND INSTEAD AT 8% ANNUAL INTEREST RATE WILL BE APPLIED TO THE FULL BALANCE UNTIL THE BALANCE IS FULLY PAID. ADDITIONALLY, THE FULL BALANCE PLUS INTEREST WILL BE IMMEDIATELY DUE IN ADDITION TO ANY PENALTIES AND LATE PAYMENT CHARGES, AND ANY OTHER CHARGES NECESSARY TO COMPLETE THE COLLECTION OF THE OUTSTANDING DEBT.

PART III. PROVISION 8. PAYMENT.

(a) Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

(b) The Client is responsible for having its authorized representative present during all shooting phases of the Assignment. If no representative is present, the Photographer’s interpretation shall be accepted. The Client shall be bound by all approvals, and job changes made by the Client's representatives.

(c) Client is responsible for sending an authorized representative to the assignment or for having an authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is obligated to accept Photographer's judgment as to the acceptability of the Images.

(d) The Photographer shall be granted artistic license in relation to the poses photographed and the locations used. The Photographer judgment regarding the location, poses and number of Images taken shall be deemed correct.

(e) Images taken during the course of a session will be at the discretion of the Photographer although every effort will be made to comply with the Client requirements.

(f) The Photographer shall endeavor to include in the Images all subjects (individuals, products and property) as requested by the Client at some point during the session, but the Photographer will take no responsibility in the event of leaving a particular subject out. The photographer cannot guarantee specific shots.

(g) In some situations (as a church ceremony or other events, or due obstacles or dangerous conditions) the Client understands that the Photographer movements are sometimes restricted. The area from which the Photographer is able to work may not be the Photographer choice and the Photographer cannot accept responsibility for any obstructed view should this be the case.

(h) All complaints must be received in writing within seven days of collection.

PART III. PROVISION 10. REJECTION AND CLIENT APPROVAL.

(a) A booking is considered firm once details have been confirmed and, accordingly, the Photographer will at his/her discretion charge a fee of cancellation or postponement including but not limited to a 100 percent of any down payment or retainer.

(b) The Client is responsible for payment of all expenses incurred up to the time of cancellation of the assignment.

(c) Unless otherwise agreed in writing, Client will be charged a 100 percent of the Photographer’s fee if postponement of the assignment occurs after photographer has departed to location.

(d) Fees for cancellations and postponements will apply irrespective of the reasons for them, specifically including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.

(e) Postponements made by the Client once details have been confirmed may only be made at the discretion of the Photographer and in some circumstances (such as the change of ceremony date for a wedding) the Photographer may be unable to accommodate these alterations due to a conflict of commitments. Under these circumstances the Photographer is not liable to compensate the Client in any way whatsoever. Moreover, unless the Photographer is able to fully replace the cancelled reservation, all retainers are non-refundable, even if the date of the event (including weddings) is changed or cancelled for any reason.

(f) Failure of the Client, or any person needed for the session, to arrive at the appointment on time will result in, at the Photographer’s discretion, cancellation or postponement.

PART III. PROVISION 11. CANCELLATIONS AND POSTPONEMENTS.

(a) Unless otherwise specified, the Photographer may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer determines will be suitable to the subject matter of each Image and the reproduction technology and uses for which the Image is licensed.

(b) It is Client's responsibility to verify that the digital data (including color profile, if provided) are suitable for reproduction of the expected quality and color accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Photographer's sole obligation will be to replace or repair the data, but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages.

(c) Unless otherwise specifically provided elsewhere in this document, Photographer has no obligation to retain or archive any of the Images after they have been delivered to Client.

PART III. PROVISION 12. DATA FORMAT.

(a) Save for the purposes of production for the licensed use(s), the Images may not be stored or archived in any form without the written permission of the Photographer.

(b) Manipulation of the image or use of only a portion of the image may only take place with the written permission of the Photographer.

(c) When digital data is stored by the Photographer, the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.

PART III. PROVISION 13. ELECTRONIC STORAGE.

UNLESS THE RIGHT TO ARCHIVE IMAGES HAS BEEN SPECIFICALLY GRANTED BY PHOTOGRAPHER, CLIENT AGREES TO REMOVE AND/OR RETURN AND/OR DESTROY ALL DIGITAL COPIES OF ALL IMAGES. ALL IMAGES SHALL BE RETURNED, AND ALL DIGITAL FILES CREATED BY OR ON BEHALF OF CLIENT CONTAINING ANY IMAGES SHALL BE DELIVERED TO PHOTOGRAPHER, DELETED AND/OR DESTROYED, WITHIN THIRTY (30) DAYS AFTER THE LATER OF: (I) THE FINAL LICENSED USE AS PROVIDED IN THIS DOCUMENT, AND (II) IF NOT USED, WITHIN THIRTY (30) DAYS AFTER THE DATE OF THE EXPIRATION OF THE LICENSE.

PART III. PROVISION 14. RETURNS AND REMOVAL OF IMAGES.

(a) Limited Warranty: When applicable, the Photographer warrants that the Products sold by the Photographer:

will be free from material defects,
are made with workmanlike quality, and
will conform, within normal commercial tolerances, to the applicable specifications.

(b) Replacement Products: Subject to paragraphs written notification and the exclusions mentioned on this paragraph, the Client's sole remedy for breach of this limited warranty will be the Photographer providing the Client with a replacement Product, at the Photographer's sole expense.

(c) Notice Requirement: The Photographer will only be required to replace Products under this paragraph if it receives written notice from the Client of such defect or nonconformity within 90 days after delivery of the Products.

(d) Exclusions: This warranty does not extend to any Product the Client abuses, neglects, or misuses according to the applicable documentation or specifications, or to any Product the Client has had repaired or altered by a third party other than the Photographer. Likewise, this warranty does not apply to the situations described in [PART III. PROVISION 5. INDEMNITY. LIMITATION OF LIABILITY.].

PART III. PROVISION 15. LIMITED WARRANTY.

(a) The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission.

(b) The Client must advise, in writing, to the Photographer as to whether any material or information communicated to him/her is of a confidential nature.

PART III. PROVISION 16. CLIENT CONFIDENTIALITY.

(A) UNLESS OTHERWISE SPECIFICALLY PROVIDED ELSEWHERE IN THIS DOCUMENT, CLIENT MAY NOT ASSIGN OR TRANSFER THIS AGREEMENT OR ANY RIGHTS GRANTED UNDER IT. THIS AGREEMENT BINDS CLIENT AND INURES TO THE BENEFIT OF PHOTOGRAPHER, AS WELL AS THEIR RESPECTIVE PRINCIPALS, EMPLOYEES, AGENTS, AND AFFILIATES, HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS.

(B) CLIENT AND ITS PRINCIPALS, EMPLOYEES, AGENTS, AND AFFILIATES ARE JOINTLY AND SEVERALLY LIABLE FOR THE PERFORMANCE OF ALL PAYMENTS AND OTHER OBLIGATIONS HEREUNDER. NO AMENDMENT OR WAIVER OF ANY TERMS IS BINDING UNLESS SET FORTH IN WRITING AND SIGNED BY THE PARTIES. HOWEVER, THE INVOICE MAY REFLECT, AND CLIENT IS BOUND BY, CLIENT'S ORAL AUTHORIZATIONS FOR ADDITIONAL IMAGES, FEES AND EXPENSES THAT COULD NOT BE CONFIRMED IN WRITING BECAUSE OF INSUFFICIENT TIME OR OTHER PRACTICAL CONSIDERATIONS.

(C) THIS AGREEMENT INCORPORATES BY REFERENCE THE COPYRIGHT ACT. IT ALSO INCORPORATES BY REFERENCE THOSE PROVISIONS OF ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE THAT DO NOT CONFLICT WITH ANY SPECIFIC PROVISIONS OF THIS AGREEMENT; TO THE EXTENT THAT ANY PROVISION OF THIS AGREEMENT MAY BE IN DIRECT, INDIRECT, OR PARTIAL CONFLICT WITH ANY PROVISION OF THE UNIFORM COMMERCIAL CODE, THE TERMS OF THIS AGREEMENT SHALL PREVAIL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES INTEND THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY OR SUBJECT TO THE UCITA OF ANY STATE.

(D) IT IS UNDERSTOOD BY CLIENT THAT THE PHOTOGRAPHER IS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE. IF PHOTOGRAPHER IS DEEMED UNDER ANY LAW TO BE AN EMPLOYEE OF CLIENT, AND IF THE IMAGES ARE THEREFORE CONSIDERED WORKS MADE FOR HIRE UNDER THE U.S. COPYRIGHT ACT, CLIENT HEREBY TRANSFERS THE COPYRIGHT TO ALL SUCH IMAGES TO PHOTOGRAPHER. CLIENT AGREES TO EXECUTE ANY DOCUMENTS REASONABLY REQUESTED BY PHOTOGRAPHER TO ACCOMPLISH, EXPEDITE OR IMPLEMENT SUCH TRANSFER.

PART III. PROVISION 17. TRANSFER AND ASSIGNMENT.

(a) Intent of Agreement: Except as provided in [PART III. PROVISION 19. FEDERAL JURISDICTION.], it is the intent of the Client and the Photographer that this Agreement will govern the resolution of all disputes, claims, and any other matters in question arising out of or relating to this contract and the Parties' relationship. The Parties shall resolve all disputes arising out of or relating to the Parties' relationship or termination of that relationship in accordance with the provisions of this Agreement.

(b) Mandatory Arbitration: The Photographer and the Client agree that any claim, complaint, or dispute that arises out of or relates in any way to the Parties' relationship, whether based in contract, tort, federal, state, or municipal statute, fraud, misrepresentation, or any other legal theory, shall be submitted to binding arbitration to be held in Houston, Harris County, Texas and administered by JAMS in accordance with the rules governing JAMS Arbitrations applicable at the time the arbitration is commenced. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable, and the arbitrability of dispute between the parties. The Arbitrator's decision shall be final and binding upon the Photographer and the Client. After a demand for arbitration is made, either party may require that the dispute be submitted to mediation prior to the final arbitration hearing. If the dispute is not resolved by mediation, then the arbitration proceeding shall continue to conclusion. Judgment upon the arbitration award or decision may be confirmed, entered and enforced in any court having jurisdiction, subject to appeal only in the event of the arbitrator’s misapplication of the law, no evidence to support the award, or such other grounds for appeal of arbitration awards that exist by statute. This arbitration provision shall survive completion, cancellation or termination of this Agreement.

(c) Covered Claims: This Agreement to arbitrate covers all grievances, disputes, claims, or causes of action (collectively, "claims") that otherwise could be brought in a federal, state, or local court or agency under applicable federal, state, or local laws, arising out of or relating to Client's relationship with the Photographer and the termination thereof, including claims the Client may have against the Photographer or against its officers, directors, supervisors, managers, employees, or agents in their capacity as such or otherwise, or that the Photographer may have against the Client. The claims covered by this Agreement include, but are not limited to, claims for breach of any contract or covenant (express or implied), tort claims, claims for violation of any federal, state, local, or other governmental law (WITH THE EXCEPTION OF THE COPYRIGHT ACT of 1976 (17 U.S.C. § 101, et. seq. and/or the Digital Millennium Copyright Act (17 U.S.C. § 1202), statute, regulation, and/or ordinance and any other federal, state, local, or foreign law (statutory, regulatory or otherwise).

(d) Claims Not Covered: Claims not covered by this Agreement are any claims that, as a matter of law, the Parties cannot agree to arbitrate.

(e) Waiver of Class Action and Representative Action Claims: Except as otherwise required under applicable law, the Client and the Photographer expressly intend and agree that: (i) class action and representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (ii) each will not assert class action or representative action claims against the other in arbitration or otherwise; and (iii) the Client and the Photographer shall only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person. Further, the Client and the Photographer expressly intend and agree that any claims by the Client will not be joined, consolidated or heard together with claims of any other client. Notwithstanding anything to the contrary in the JAMS Arbitration Rules, and the general grant of authority to the arbitrator in paragraph 1 of the power to determine issues of arbitrability, the arbitrator shall have no jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings or to join any other party to an arbitration between the Photographer and the Client.

(f) Waiver of Trial by Jury: The Parties understand and fully agree that by entering into this Agreement to arbitrate; they are giving up their constitutional right to have a trial by jury, and are giving up their normal rights of appeal following the rendering of the arbitrator's award except as applicable law [or the terms of this agreement] provides for judicial review of arbitration proceedings.

(g) Claims Procedure: Arbitration shall be initiated upon the express written notice of either party. The aggrieved party must give written notice of any claim to the other party. Written notice of the Client's claim shall be mailed by certified or registered mail, return receipt requested, to the Photographer's Notice Address. Written notice of the Photographer's claim will be mailed to the last known address of the Client. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. Written notice of arbitration shall be initiated within the same time limitations provided in federal or Texas law applicable to those claim(s).

(h) Arbitrator Selection: The Arbitrator shall be selected as provided in JAMS Rules and Procedures.

(i) Discovery: The Arbitrator shall have the authority to set deadlines for completion of discovery. The Arbitrator shall decide all discovery disputes.

(j) Governing Law: The arbitration will be governed by both the Texas Arbitration Act, Chapter 171 of the Texas Civil Practice and Remedies Code and the Federal Arbitration Act, 9 U.S.C. §§ 1-16, with the Federal Arbitration Act controlling at all times where the laws conflict.

(k) Substantive Law: The Arbitrator shall apply the substantive state or federal law (and the law of remedies, if applicable) as applicable to the claim(s) asserted. Claims arising under federal law shall be determined in accordance with federal law. Common law claims shall be decided in accordance with Texas substantive law, without regard to conflict of laws principles.

(l) Motions: The Arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold prehearing conferences by telephone or in person as the Arbitrator deems necessary. The Arbitrator shall have the authority to set deadlines for filing motions for summary judgment, and to set briefing schedules for any motions. The Arbitrator may allow the filing of a dispositive motion if the Arbitrator determines that the moving party has shown substantial cause that the motion is likely to succeed and dispose of or narrow the issues in the case. The Arbitrator shall have the authority to adjudicate any cause of action, or the entire claim, pursuant to a motion for summary adjudication and in deciding the motion, shall apply the substantive law applicable to the cause of action.

(m) Compelling Arbitration/Enforcing Award: Either party may ask a court to stay any court proceeding, to compel arbitration under this Agreement and to confirm, vacate, or enforce an arbitration award. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(n) Arbitration Fees and Costs: The party that is deemed at fault shall be responsible for the arbitrator's fees and expenses. Each party shall pay its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees and costs, or if there is a written agreement providing for attorneys' fees and costs, the Arbitrator may award reasonable attorneys' fees in accordance with the applicable statute or written agreement. The Arbitrator shall resolve any dispute as to the reasonableness of any fee or cost that may be awarded under this paragraph.

(o) Term of Agreement: This Agreement to arbitrate shall survive the termination of the relationship between Client and Photographer. It can only be revoked or modified in writing signed by both Parties that specifically states an intent to revoke or modify this Agreement and is signed by both Parties.

(p) Severability: If any provision of this Agreement to arbitrate is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Agreement to arbitrate.

PART III. PROVISION 18. DISPUTES. BINDING ARBITRATION.

(a) Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act, including subsidiary and related claims.

PART III. PROVISION 19. FEDERAL JURISDICTION.

(A) THE CLIENT FULLY AGREES AND ABIDES TO THESE TERMS AND CONDITIONS BY: (I) EXPLICITLY SIGNING THIS DOCUMENT OR (II) BY TACITLY RECEIVING THIS DOCUMENT ELECTRONICALLY WITHOUT MAKING WRITING OPPOSITION OR CLAIM AGAINST IT WITHIN 48 HOURS OF RECEIVED. (B) ONCE ACCEPTED, THESE TERMS AND CONDITIONS SHALL GOVERN ALL FUTURE BUSINESS BETWEEN THE PARTIES EXCEPT EXPRESS TERMINATION BY WRITING NOTICE.

PART III. PROVISION 20. CONSENT AND DURATION.

(a) Occasionally, the Photographer might allow the Client the option to finance purchases in equal monthly installments at a promotional interest rate. The Client shall maintain a valid credit card on file to allow the automatic processing of all due monthly charges.

PART III. PROVISION 21. PROMOTIONAL FINANCING.

(a) As part of the promotional financing, the Photographer might offer the Client a referral fee when referring new clients and the referred individual makes a first purchase. When those three conditions are met (the client is a new client to the Photographer, the new client was referred by the Client and the new client makes a first purchase), then, as a referral fee, the Photographer will waive the Client’s installment in the month of the referral’s purchase while also discounting the amount of the installment from the respective balance, effectively reducing the total balance on the amount of the monthly installment. As an example: if the Client has a monthly installment of $40.00 with a total outstanding balance of $400.00 when a referral of the Client, who meets all other requirements, makes a first purchase; then the Photographer will waive the Client’s installment for the month (the credit card on file will not be charged) and the new total outstanding balance for the Client will be reduced to $360 (from $400-$40).

(b) The referral fee is limited to one (1) per month, per promotional purchase, and it is capped at one hundred dollars ($100) as maximum. For no reason any referral fee will be larger than $100.

(c) If the Client has multiple active promotional purchases, each with its individual installment in place, and the Client refers multiple individuals who made purchases in the same month and these individuals meet all other requirements, then the Photographer will calculate and apply the referral fee to the largest installment of the Client’s active promotional purchases for the given month. As an additional benefit, the Photographer will apply a second referral fee to the second largest installment of the Client’s active promotional purchases for the given month. As an example: if the Client has two active promotional purchases (promotional purchase A, with a $40 monthly installment and a $400 outstanding balance; and promotional purchase B, with a $20 monthly installment and a $100 balance) AND the Client refers two new clients who meet all necessary requirements and make purchases in the same month, then the Photographer will first calculate and apply a referral fee for the $40 monthly installment (waiving the payment for the month and reducing the outstanding balance on A to $360) and then the Photographer will apply a second referral fee for the $20 monthly installment (also waiving the payment for the month and reducing the outstanding balance on B to $80).

PART III. PROVISION 22. NEW CLIENTS’ REFERRAL PROMOTION.

This Contract incorporates the entire understanding of the parties. Any modifications of this Contract must be accepted in writing and signed by the Photographer; the Client’s consent to modifications can be obtained by any of the means defined in [PART III. PROVISION 20. CONSENT AND DURATION.]. All invoices become part of this contract if not contested within 48 hours after delivered to the Client. If contested, invoices become firm on all non-contested points as soon as the Client has communicated the contested points. All contested points are considered settled, and the Invoice is accepted, 48 hours after the Photographer has provided amends or answered the Client’s concerns without the Client making further demands. Invoices are usually delivered as electronic invoices by email. Invoices and related communications (booking, estimates, scheduling, and cancellations) are considered delivered on the date that they were submitted to the Client’s email on file (i.e. the invoices are considered delivered regardless of spam/junk filters or other email handling policies in the Client’s emailing managing system).

PART III. PROVISION 23. COMPLETENESS.