Terms & Conditions

DEFINITIONS: (a) For the purpose of this agreement the “Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. (b) For the purpose of this agreement the “Photographer” means the Author of the Images or SABRINA CASAS STUDIO, LLC (A TEXAS LIMITED LIABILITY COMPANY). And shall where the context so admits include their respective assignees, sub-licensees and successor in title. (c) “Images”, “Photographs” and “Works” means all photographic and video material furnished by the Photographer 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. Where applicable the word “Images”, “Photographs” and “Works” also means video recordings and similar media. (d) WHEN APPLICABLE, THE TERMS “COMMERCIAL”, “EDITORIAL” AND “RETAIL” REFERS TO THE CATEGORIES OF USE BEING LICENSED AS FOLLOWS:

• COMMERCIAL REFERS TO IMAGES USED TO SELL OR OTHERWISE PROMOTE A PRODUCT, SERVICE OR IDEA (EXAMPLES: PRINT ADVERTISING, BILLBOARDS, WEB ADVERTISING, PUBLIC RELATIONS, ANNUAL REPORTS, PRODUCT PACKAGING, WEBSITES, BROCHURES, ETC.);

• EDITORIAL REFERS TO IMAGES USED FOR EDUCATIONAL OR JOURNALISTIC PURPOSES (EXAMPLES: MAGAZINES, NEWSPAPERS, ON-LINE NEWS SOURCES, TEXTBOOKS, ETC.); AND

• RETAIL REFERS TO IMAGES PURCHASED FOR PERSONAL USE (EXAMPLES: WEDDINGS, HIGH SCHOOL SENIOR PORTRAITS, SCHOOL PORTRAITS, POSTERS, T-SHIRTS, GREETING CARDS, FINE-ART PRINTS, ETC.).

CLIENT’S TERMS AND CONDITIONS ARE EXCLUDED: (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 proffered by the Client are specifically excluded unless agreed in writing by the Photographer. (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, HARD COPY PAPERWORK MUST BE SUPPLIED, IF NONE IS PROVIDED, THEN THE EMAIL TRAFFIC WILL CONSTITUTE A CONTRACT IN LAW.

OFFICIAL PHOTOGRAPHER: (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 of scheduling conflicts. In the event of such substitution, the Photographer warrants that the photographer taking the Images shall be a competent professional.

COPYRIGHT: (a) ALL COPYRIGHT THAT ARISES OUT OF THE PERFORMANCE OF THE PHOTOGRAPHER’S OBLIGATIONS UNDER THIS CONTRACT SHALL BE THE CREATION OF THE PHOTOGRAPHER. THE PHOTOGRAPHER SHALL REMAIN THE FIRST OWNER OF THE PHOTOGRAPHIC WORKS AND THE CLIENT SHALL BE SUPPLIED WITH THE PHOTOGRAPHIC WORKS FOR USE ON THE BASIS OF THE TERMS OF THIS LICENSE. (b) THE PHOTOGRAPHER RETAINS THE ENTIRE COPYRIGHT OF THE IMAGES, AT ALL TIMES, THROUGHOUT THE WORLD. (c) Where reproduction of Works has taken place and settlement has not been made, the Photographer will make such charges to the publisher of those images as falls within Copyright Act and reserves the right to initiate additional actions as required to enforce her rights (d) Digital files may contain copyright and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. (e) WHEN APPLICABLE, Client agrees to provide Photographer 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 specially applies to images used on publications of national circulation (magazines, popular video channels, and similar) but the Photographer may request similar copies and notifications to be made in other situations where the impact of the publications is significant for the Photographer’s reputation and branding, at the Photographers discretion.

LICENSE OF USE. RELEVANT IMAGES. START DATE: (a) ANY REPRODUCTION RIGHTS GRANTED ARE BY WAY OF LICENSE ONLY AND NO PARTIAL OR OTHER ASSIGNMENT OF COPYRIGHT SHALL BE IMPLIED. (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 rights are transferred to Client unless and until 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) On the Client’s death or bankruptcy or (if the Client is a Company) 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.

GENERAL LICENSE OF USE. DURATION. TERRITORY. MEDIA. ONE-TIME USAGE: (a) Unless otherwise specifically provided elsewhere in this document, any grant of rights is limited to a term of one (1) year from the date of payment of the relevant invoices and to usage in North America. (b) Unless otherwise specifically provided elsewhere in this document, no Image may be used for commercial or editorial purposes without the express permission of Photographer and the payment of additional fees. (c) The parties agree that any usage of any Image without the prior permission of Photographer will be invoiced, as a minimum, at three times Photographer's customary fee for such usage. (d) Unless otherwise specifically provided elsewhere in this document, all usage rights are limited to the original media they were granted for. (e) Unless specifically provided elsewhere in this document, no reprographic, reprint, republication or other secondary reproduction usages may be made, and usage rights are granted only for one-time.

LICENSE OF USE. COMMERCIAL. ARCHITECTURAL PHOTOGRAPHY. REAL ESTATE INDUSTRY: (a) When based on the relevant invoices Images are to be used to market real estate property, the Photographer grants the Client limited commercial use as follows: The Client shall have the right to display low-definition (as defined by the Photographer) digital copies of the Images in their website, broker's website and local MLS system and their syndicated/affiliated sites ONLY to market the property (for sale or rent). THE AFOREMENTIONED RIGHT IS LIMITED TO A PERIOD OF SIX (6) MONTHS SINCE DATE OF PAYMENT OF THE RELEVANT INVOICES OR UNTIL THE PROPERTY IS SOLD/RENTED, WHICHEVER HAPPENS FIRST. (b) Images shall not be mixed up with other media produced by other Photographers, the Client or any other third party. (c) The license granted in this provision is for one-time use, and therefore Images shall NOT be used again after expiration of the original license without writing permission from the Photographer. Additional charges may apply at discretion of the Photographer. (e) 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. (f) When additional rights were made available on this specific type of photography (as example: extension of original period to 12 months, editorial usage, etc...) these additional rights will be provided on the relevant invoices. (g) The Client is also permitted to use the Images to market the property thru Social Media with all other provisions and limitations applying. In particular, any post or mention of Images must be deleted -to the extent the Client is able to do so- after expiration of the respective license. (h) Use of Images is NOT allowed for advertising of the Clients services beyond marketing of the specific property. If the Client wish to use the Images to advertise his/her services (as example: use on the Clients website as portfolio or for decoration, or use on Social Media as banner or decorations, etc..), then these additional rights must be negotiated on a separated commercial license (see Personal Branding section, below).

LICENSE OF USE. COMMERCIAL. BUSINESS: (a) When based on the relevant invoices Images are to be used for commercial use, then the Photographer grants the Client the right to display low-definition (as defined by the Photographer) digital copies of the Images across multiple web-based platforms including web pages and social media for a period limited to three (3) years since date of payment of the relevant invoices. This period may be extended on the specific invoices and on individual basis after payment of additional fees at the Photographer discretion. (b) Additionally, the Photographer grants the Client the right to print the relevant Images in any size or material in a quantity not to exceed of 100,000 copies in total. This includes a limited editorial use as applicable to local publications.

LICENSE OF USE. COMMERCIAL. PERSONAL BRANDING: (a) When based on the relevant invoices Images are to be used for commercial use, to market the professional services or trade of an individual (the Client) then the Photographer grants the Client the right to display low-definition (as defined by the Photographer) digital copies of the Images across multiple web-based platforms including web pages and social media for a period limited to fifty (50) years since date of payment of the relevant invoices. This period may be extended on the specific invoices and on individual basis. (b) Additionally, the Photographer grants the Client the right to print the relevant Images in any size or material in a quantity not to exceed of 100,000 copies in total. This includes a limited editorial use as applicable to local publications.

LICENSE OF USE. COMMERCIAL. SPORTS. ATHLETES: (a) When based on the relevant invoices Images are to be used to market an individual (the Client) in her/his professional activity and such activity is the practice of sports (professional or amateur) and/or athletics disciplines, then the Photographer grants the Client the right to display low-definition (as defined by the Photographer) digital copies of the Images across multiple web-based
platforms including web pages and social media for a period of limited to five (5) years since date of payment of the relevant invoices. (b) Additionally, the Photographer grants the Client the right to print the relevant Images in any size or material in a quantity not to exceed of 10,000 copies in total. This includes a limited editorial use as applicable to local publications.

LICENSE OF USE. RETAIL: (a) When based on the relevant invoices Images are made for personal use (weddings, senior portraits, family portraits, etc.), then the Photographer grants the Client the right to display low-definition (as defined by the Photographer) digital copies of the Images on her personal social media without restrictions to a specific period of time but starting since date of payment of the relevant invoices. Additionally, the Photographer grants the Client the right to print a limited number of copies of the Images up to ten (10) per Image. (b) The Client shall not make additional copies, print or use in any other way the Images without previous consent given in written by the Photographer. NO COMMERCIAL OR EDITORIAL USE OF THE IMAGES
IS GRANTED.

LICENSE OF USE. RETAIL. FINE-ART: (a) When based on the relevant invoices Images are for personal use as fine-art, then the Photographer grants the Client the right to print a number of copies of the Images as limited in the relevant invoices. (b) The Client shall not make additional copies, print or use in any other way the Images without previous consent given in written by the Photographer. NO COMMERCIAL OR EDITORIAL USE OF THE IMAGES IS GRANTED. (c) Additionally, and based on the relevant invoices, the Photographer grants the Client an initial limited exclusivity for a period of two (2) years since payment of relevant invoices during which period the Photographer will not sell the Images to any other third party nor either reproduce or use the Images except as described on (i). (d) After the initial period of exclusivity, the Photographer will be allowed to sell one (1) copy of the Images to any third party for a price no less than forty percent (40%) more than either: the current fine-art price for a similar work or the original price paid by the Client, whichever the greater. The Photographer shall give notice of the sale to the Client, including pricing and name of the party purchasing the copy. (e) A second period of limited exclusivity will follow the first period with same limitations but for duration of five (5) years since date of finalization of the first period of exclusivity. At the end of this second period of exclusivity the Photographer will be allowed to sell one (1) additional copy of the Images to any third party for a price no less than one hundred and twenty percent (120%) more than: the current fine-art price for a similar work or the original price paid by the Client, whichever the greater. Notice will be given to the Client as described before. (f) After the second period of limited exclusivity ends, the Photographer shall not make additional copies, reproduce or use the exact same Images except as described on (i) or by obtaining written agreement from the Client. Sales of additional copies of the exact same Images may be arranged by agreement between the Photographer and the Client with attention to mutually agreed pricing and mutual approval of the third party purchasing the copies. (g) The Client may sell his/her copy at any given time and any given price but by doing so the Client transfers the benefits mentioned on this article to the new buyer who also accepts all duties and obligations on this agreement. (h) COPYRIGHT OF THE IMAGES IS NEVER TRANSFERRED TO THE CLIENT OR ANY BUYER REGARDLESS OF THE LICENSE OF USE AND EXCLUSIVITY. (i) The Photographer reserves the right to make copies of the Images for her own personal use, exhibitions on galleries, public or private events, exhibition on her Studio or other facilities where the Photographer perform activities related with her work. The Photographer will not sell such copies. The name of the Client will be displayed near the Images if the Client request so in writing.

RIGHT TO CREDIT: (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 or any amendment or re-enactment thereof.

ALTERATIONS: (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.

EXCLUSIVITY: (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. (b) The Photographer reserves the right to use images created under this contract for advertising, display, publication or other purposes. (c) If exclusivity is given, then it shall be given on written by the Photographer.

MODEL AND PROPERTY RELEASE: (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 AGREES THAT THE PHOTOGRAPHER CAN USE THE IMAGES WITHOUT NEED OF COMPENSATION OR FURTHER PERMISSION. (C) 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.

MODEL RELEASE. INDEMNITY: (A) IT IS THE CLIENT WHO MUST SATISFY HIMSELF/HERSELF/IT’S SELF 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.

INDEMNITY. LIMITATION OF LIABILITY: (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 UNDERSTAND THAT THE OPERATION OF UAS (UNMANNED AIRCRAFT SYSTEMS) CARRIES A SIGNIFICANT 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.

ASSUMPTION OF RISK: (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.

PAYMENT: (A) 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 VAT AND EACH AND ALL OTHER COSTS FOR THE RECOVERY OF DEBTS INCLUDING BANK CHARGES. (C) A FURTHER CHARGE OF 8% ANNUAL INTEREST RATE IS ADDED TO THE INVOICE ON THE FIRST DAY FOLLOWING THAT WHEN SETTLEMENT IS MADE. (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 OF THE TOTAL CHECK WILL APPLY TO REJECTED CHECKS, IS THE CLIENT RESPONSIBILITY TO ENSURE CHECKS ARE PROPERLY WRITTEN AND CASHABLE. (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 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 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 THE LICENSES TO USE THEM.

EXPENSES. OVER-TIME. RESHOOTS: (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 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 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.

REJECTION & CLIENT APPROVAL: (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 Clients 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 individuals as requested by the Client at some point during the session, but the Photographer will take no responsibility in the event of leaving somebody 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.

CANCELLATIONS AND POSTPONEMENTS: (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. (b) 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. (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.

DATA FORMAT: (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.

ELECTRONIC STORAGE: (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.

RETURNS AND REMOVAL OF IMAGES: (a) UNLESS THE RIGHT TO ARCHIVE IMAGES HAS BEEN SPECIFICALLY GRANTED BY PHOTOGRAPHER, CLIENT AGREES TO REMOVE AND RETURN 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 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. (b) Failure to return Images on time will result in loss to Photographer due to his resulting inability to license such Images. Client therefore agrees to pay a holding fee of $5 per day for each image from the return date until the day on which the Images are actually received by Photographer. (c) Client assumes full liability for its principals, employees, agents, affiliates, successors, and assigns (including without limitation independent contractors, messengers, and freelance researchers) for any loss, damage, delay in returning or deleting, failure to return, or misuse of the Images. (d) Client assumes insurer's liability (i) to indemnify Photographer for loss, damage, or misuse of any Images, and (ii) to return all Images prepaid and fully insured, safe and undamaged, by bonded messenger, airfreight, or registered mail.

LOSS OR DAMAGE: (a) Reimbursement by Client for loss or damage of each original photographic transparency, film negative or digital original ("Original[s]") shall be in the amount of One Thousand Five Hundred Dollars ($1,500). Photographer and Client agree that said amount represents the fair and reasonable value of each item, and that Photographer would not sell all rights to such item for less than said amount. Client understands that each Original is unique and does not have an exact duplicate, and may be impossible to replace or re-create. Client also understands that its acceptance of the stipulated value of the Images is a material consideration in Photographer's acceptance of the terms and prices in this agreement.

CLIENT CONFIDENTIALITY: (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.

TRANSFER AND ASSIGNMENT: (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.

DISPUTES: (a) Except as provided in [32] below, any dispute regarding this agreement shall, at Photographer's sole discretion, either: (i) be arbitrated in Katy, Texas, under rules of the American Arbitration Association and the laws of Texas; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be entered in any court having jurisdiction. (ii) Or be adjudicated in Katy, Texas under the laws of the United States and/or of Texas. (b) In the event of a dispute, Client shall pay all court costs, Photographer's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer.

DISLOYAL COMPETITION: WHEN THE CLIENT IS A PHOTOGRAPHER, WORKS FOR A PHOTOGRAPHER OR IS RELATED TO A PHOTOGRAPHER OR COULD IN ANY OTHER WAY OFFER SERVICES AND PRODUCTS THAT WOULD COMPETE WITH THE PHOTOGRAPHERS' SERVICES AND PRODUCTS, THEN THE CLIENT MUST IMMEDIATELY DISCLOSE THE SITUATION TO THE PHOTOGRAPHER IN WRITING. THE DISCLOSURE SHALL INCLUDE THE SPECIFIC BUSINESS NAME OF THE CLIENT, WEBSITE, SOCIAL MEDIA CHANNELS, BUSINESS ADDRESS AND OFFERED SERVICES. IT IS UNDERSTOOD THAT THE PHOTOGRAPHER’S KNOW-HOW IS PROPRIETARY AND PRIVILEGED INFORMATION OF THE PHOTOGRAPHER AND SHALL NOT BE USED OR DISTRIBUTED BY THE CLIENT IN ANY WAY. THE PHOTOGRAPHER’S KNOW-HOW INCLUDES ALL ASPECTS OF THE PHOTOGRAPHER’S PROCESS FROM BOOKING, PHOTOSHOOT, POSTPRODUCTION, SALES PROCESS INCLUDING REVEAL FORMATS AND TEMPLATES, DELIVERY PROCESS AND INSTALLATION PROCESS. THE KNOW-WHO ALSO INCLUDES THE ELECTRONIC COMMUNICATIONS, DOCUMENTS, CHOSEN SETTINGS FOR LIGHTS, PROPS, CAMERA SETTINGS AND EQUIPMENT, PRESENTATIONS FORMATS AND DOCUMENTS. IT IS UNDERSTOOD THAT, BY ENGAGING OR HIRING THE PHOTOGRAPHERS’ SERVICES, THE CLIENT WILL GAIN ACCESS AND INSIGHTS TO THE PHOTOGRAPHERS' KNOW-HOW THAT OTHERWISE WILL NOT HAVE BEEN ACCESSIBLE TO THE CLIENT. IT IS ALSO UNDERSTOOD THAT MAKING USE OR DISTRIBUTION OF THE PHOTOGRAPHER’S KNOW-HOW DAMAGES THE PHOTOGRAPHER’S BUSINESS AND IT IS CONSIDERED DISLOYAL AND UNETHICAL COMPETITION. IF THE CLIENT FAILS TO PROVIDE THE MENTIONED DISCLOSURE, THE CLIENT SHALL RENOUNCE IN FAVOR OF THE PHOTOGRAPHER ALL REVENUES GENERATED AS CONSEQUENCE OF THE ACQUIRED KNOW-HOW FROM THE MOMENT THE CLIENT RECEIVED THE PHOTOGRAPHER’S SERVICES TO THE MOMENT THE CLIENT DESISTS AND STOPS USING THE PHOTOGRAPHER’S KNOW-HOW AND ERASES ALL RELATED DOCUMENTS AND INFORMATION REGARDING THE PHOTOGRAPHER’S KNOW-WHO. AS ADDITIONAL FINANCIAL REPARATIONS, THE CLIENT SHALL PAY TO THE PHOTOGRAPHER THE LARGER OF $500,000.00 DOLLARS OR A SUM EQUIVALENT TO ALL REVENUES GENERATED AS CONSEQUENCE OF THE ACQUIRED KNOW-HOW. THE CLIENT SHALL RENOUNCE ALL COPYRIGHT OF THE WORKS PRODUCED WITH THE PHOTOGRAPHER’S KNOW-HOW AND SHALL TRANSFER SUCH COPYRIGHT TO THE PHOTOGRAPHER UPON DISCOVERY OF THE LACK OF DISCLOSURE. THE MENTIONED REPAIRS DO NOT LIMIT THE PHOTOGRAPHERS RIGHT TO PURSUE ADDITIONAL DAMAGES AND DO NOT LIMIT ANY OTHER RIGHTS THE PHOTOGRAPHER MAY HAVE TO FURTHER PURSUE ACTIONS AGAINST THE CLIENT.​​​​​​

FEDERAL JURISDICTION: (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.

CONSENT AND DURATION: (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 24 HOURS OF RECEIVED. (B) ONCE ACCEPTED, THESE TERMS AND CONDITIONS SHALL GOVERN ALL FUTURE BUSINESS BETWEEN THE PARTIES EXCEPT EXPRESS
TERMINATION BY WRITING NOTICE.

COMPLETENESS: This Contract incorporates the entire understanding of the parties. Any modifications of this Contract must be in writing and signed by both parties.