Definitions and terms: This Agreement is by and between James Adams Photographer (Licensor) and the Client, its heirs, successors and representatives. Licensor is an independent contractor. “Image” refers to the visual, in any form, including as digital information, supplied by Licensor to Client. “Service” refers to the photography, related digital or other post- production services Client is commissioning Licensor to perform. “Written consent” includes email correspondence if receipt of the email correspondence is confirmed. All paragraph captions in the Agreement are for reference only.

Photographer and Client agree as follows:

1. Services. Photographer shall provide to Client the photography services described in an agreed upon estimate in accordance with the criteria set forth therein. As part of the Services, Photographer will deliver to Company the photographic works (the “Photographs”) as described in the estimate. The terms and conditions of this Agreement apply to all Services and Photographs delivered to the Client during the Term (defined below) and described in the estimate.

1.1 Assistants. Photographer reserves the right to bring a number of assistants to Client’s premises to help provide the Services.

1.2 Photograph Format and Delivery. Unless otherwise specified in the estimate, Photographs shall be delivered in .jpeg format via the digital transfer platform as stated in the estimate. Photographs will be available for download for one year, after which a file retrieval fee of $100 will apply.

2. Client Responsibilities.

2.1 Site Access. The Client shall provide Photographer and any assistants with access to its premises to the extent necessary for the performance of the Services.

2.2 Client Representative. The Client is responsible for the presence of an authorized representative at the shoot to approve the Photographer’s interpretation of the assignment. If a Client representative is not present, the Photographer’s interpretation shall be deemed acceptable.

2.3 Waivers, Releases, and Permission. The Client shall provide Photographer with any necessary licenses, permissions, waivers, releases, or consents, including those relating to publicity and privacy, to photograph the property, persons, and/or items described in the estimate. Client hereby waives any rights to privacy, and grants permission to photograph the property, persons, and/or items described in the estimate.

3. Term. This Agreement is effective as of the Effective Date of the estimate and will continue until the Services are completed and Final Payment is provided, unless earlier terminated in accordance with this Agreement (the “Term”). Sections 4 through 7 as well as any other representations, warranties, indemnification obligations, and dispute resolution provisions contained herein will survive termination of this Agreement, and obligations included therein shall continue indefinitely.

4. Copyright. All Photographs shall be the sole and exclusive property of the Photographer, including but not limited to all copyrights and other intellectual property rights therein, in perpetuity, throughout the universe. All rights not expressly granted herein shall be reserved by the Photographer. Modification of Photographs and/or incorporation of Photographs in any layout, concept, reproduction, or publication shall not constitute a Joint Work. Photographer shall have the sole power to enforce its copyrights and any other intellectual property, including without limitation all registration, renewal, and reversion rights, and the right to register and sue to enforce such rights against infringers.

5. Limited License. Photographer, on the condition of full compliance with this Agreement, including receipt of the Final Payment (as defined in Section 12 below) and Attribution duties (Section 7 below), hereby grants to Client a non-exclusive, fully paid-up, and royalty-free right and license to use the Photographs, subject to the following conditions (the “Limited License”).

5.1 Client Publications. Client may use the Photographs in Client Publications until the expiration of this Limited License, as stated in Subsection 5.8 below.

The term “Client Publications” shall be restricted to mean only reproduction and publication of the Photographs done solely by the Client, whether in print or electronic form, such as use of the Photographs in the Client’s websites, social media pages, emails, competition entries, portfolios, annual reports, brochures, pamphlets, or posters, and whose audience is employees, customers, shareholders, or the general public.

5.2 Outside Publications. Client may NOT use the Photographs in Outside Publications, except to the extent agreed to in Subsection 5.4 below.

The Term “Outside Publications” shall include all reproductions of the Photographs other than Client Publications. Outside Publications include, but are not limited to, advertising or editorial use of the Photographs in third-party websites, newspapers, billboards, books, or magazines, whether in print or electronic media, regardless of whether the Client pays or instructs the Outside Publication or any other person to engage in such use.

5.3 Proof Images. Photographs designated as “Proofs” shall be kept confidential. Proofs shall not be made public, or otherwise released outside of Client’s business, for any reason. Only final versions of the Photographs may be made public or shared with anyone other than Client, Client’s members, or Client’s employees.

5.4 License Special Terms. Photographer and Client agree as follows:

5.5 Transfer of Rights and Duties. Client’s rights to use the Photographs shall be assignable and transferable to persons or entities providing Outside Publications (if any) limited to the use stated in Subsection 5.4 above, and subject to the terms of, and duties contained in, this Agreement.

5.6 Extension and Additional Fee. If Client desires at a later date to reproduce, or cause to be reproduced, Photographs beyond the scope of this Limited License, then Client must request it from the Photographer in writing. Such an extension of the Limited License will be subject to an additional fee, which will be set at a reasonable price in good faith at the Photographer’s sole discretion. Photographer reserves the right to decline use of the Photographs beyond that described in this Limited License at Photographer’s sole discretion. Any license extension granted by the Photographer must be in writing to be effective and will be subject to the terms of this Agreement.

5.7 Infringement. Any use of the Photographs beyond the terms of this Limited License, without permission of the Photographer, by any person or entity shall constitute copyright infringement.

5.8 Expiration. Client’s rights to use Photographs pursuant to this Limited License, as well as any other person or entity's rights to use the Photographs in an Outside Publication, shall cease after a period of five (5) years from the Effective Date of this Agreement, unless modified in writing. After this period, Photographer retains the right, at its sole discretion, to limit the use of the Photographs.

6. Client’s Edits to Photographs. The terms of this Agreement shall apply to any edits, changes, modifications, or revisions made to the Photographs, and any duplicated work created in the future regardless of the extent or amount of edits, changes, modifications, or revisions, whether made by the Client or any other person or entity.

7. Attribution. Client agrees, for any and all use of the Photographs, including Client Publications and Outside Publications, to conspicuously indicate Photographer as the source of the Photographs. Failure to properly credit or tag Photographer will constitute copyright infringement.

The following notations, or similar, on or near the photo in legible text are acceptable:

7.1 “James Adams Photography”

7.2 “Photo by James Adams Photography”

7.3 On instagram, a credit tagging “@jamesadamsphotography” (Note: The tag must be clickable and in the body text of the post)

8. Use of Photographer’s Name. Photographer hereby grants to Client and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Photographer’s name, in connection with the Photographs.

9. Additional Usage. If Client, or any other person or entity, wishes to make any additional uses of the photographs not covered in this Agreement, Client or other person or entity shall obtain permission from the Photographer and pay an additional fee to be agreed upon if necessary.

10. Improper Use Prohibited. Photographer reserves the right to halt the use of Photographs in any publication that could reasonably be deemed offensive or improper, including but not limited to use of the Photographs in virtual backgrounds, political advertisements, propaganda, or pornography works. Similarly, Photographer reserves the right to revoke Client’s right to use Photographer’s name, in connection with the Photographs. The determination of whether a publication is improper shall be at the sole discretion of Photographer, provided it is reasonable and in a good faith attempt to avoid negative publicity.

11. Estimates and Requests for Additional Work. The fees quoted by the Photographer in the estimate are for the original job description as presented by the Client. Any subsequent changes, whether made orally or in writing, may result in additional charges. The expenses are estimated in good faith. Actual expenses, which may be greater or less than estimated, will be invoiced. Requests for additional work, such as additional images or subject matter, will be added to the estimated cost and invoiced.

12. Payment.

12.1 Due Date. Client shall make payment in full for the cost of all Services and Photographs provided (“Final Payment”) to Photographer within thirty (30) days of receiving the Final Invoice (as defined below) from Photographer. Payment will be effective upon Photographer’s receipt of Final Payment and once any checks have cleared.

12.2 Acceptable Forms. Acceptable forms of payment include:

- Electronic transfer to Zelle;

- Direct Deposit into the bank account at Wells Fargo Bank, with the routing number 1210-42882, belonging to {{your_name}}, with the account number 0569-030224.

- Electronic credit card payments through Stripe, PayPal, or Venmo

- Cash by personal hand-delivery; or

- Check made payable to “{{personality business name}}” delivered in person or mailed to {{personality business name}} at Photographer’s Mailing Address, as listed in the estimate.

12.3 Final Invoice. Photographer will email a final invoice containing all monies owed to the Photographer for the Services and Photographs (the “Final Invoice”) to Client’s email address listed in the estimate. The Final Invoice will be deemed received as of the day the email is sent, which may be before or after completion of Services and delivery of the Photographs.

12.4 Deposits. Services will not commence until Photographer receives payment of an agreed upon down payment (“Deposit”), as listed in the estimate. Any other partial payments, and their due dates, will also be listed in the estimate. The Deposit and any partial payments will be applied to the Final Invoice and deducted from the total cost of the Services and Photographs.

12.5 Late Penalty. Interest shall accrue on any overdue payments at a rate of 10% annual percentage rate, compounded monthly.

13. Time of the Essence. Time shall be of the essence in this Agreement.

14. Cancellation and Postponements. In the event of a cancellation or postponement of a shoot by the Client, or its affiliates or agents, Client shall pay all expenses incurred by the Photographer up to the time of cancellation, plus a fee equal to 25% of the total estimated price listed in the estimate (the “Cancellation Fee”). If a shoot is canceled or postponed within 24 hours of Photographer’s departure for the shoot, the Cancellation Fee shall be increased by an amount equal to 50% of the estimated Day Rate fee, as defined in the estimate. Any Deposit or payments made will be deducted from any such Cancellation Fee and will become non-refundable to Client upon cancellation. If the amount of the Deposit or payments made exceeds the Cancellation Fee, the excess shall be refunded to Client. Any Cancellation Fee owed to Photographer must be paid within 30 days from cancellation or the late penalty described above in Subsection 12.5 will apply.

14.1. Reshoots: Unless otherwise specifically negotiated, Client shall pay 100 percent of Licensor’s fees, charges and expenses if Client requests that an image be reshot or a service redone unless such a request is the result of an image being lost or rendered unusable prior to delivery, because of a technical error such as defective materials or damage, or equipment or processing malfunction. In the event of such technical error Licensor will reshoot the image or redo the service at no additional fee, if Client advances and pays all charges, and has paid in full all fees and charges for the original image or service.

15. Delay. Failure by the Client, or its affiliates or agents, to provide Photographer with site access shall constitute a cancellation, and Photographer shall be entitled to the Cancellation Fee. The cost of delays caused by the Client, or its affiliates or agents, to the extent they cause additional cost to the Photographer beyond the estimate provided in the estimate, shall be added to Photographer’s Final Invoice. If the Client requests Photographer to work beyond a 12-hour day, Photographer reserves the right to decline, but may do so at an hourly rate equal to 15% of the Photographer’s Day Rate fee specified in the estimate.

16. Termination. Either party may terminate this Agreement on written notice to the other party if such other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving notice of such breach. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, including Sections 4 through 7 of this agreement as well as any other representations, warranties, indemnification obligations, and dispute resolution provisions, will survive any such termination or expiration.

17. Notice. Any Notice required under, or related to, this Agreement shall be effective if sent by email to the email addresses listed in the estimate for the Client and Photographer. Notice shall be deemed received as of the day the email is sent.

18. Aesthetic Disclaimer. Client is aware of Photographer’s personal style and portfolio and waives any right to refuse payment on the basis of dissatisfaction with the end result. No refunds will be provided unless for a material breach of this Agreement.

19. Representation and Warranties. To the best of its knowledge, Photographer hereby represents and warrants that each Photograph to be provided is Photographer’s sole and original creation and will not infringe or otherwise violate any right of any third party.

20. Embargoes. If Client wishes to temporarily prevent publication by Photographer of the Photographs, Client shall make an embargo request. Photographer will offer a 180-day courtesy embargo for publication at no cost if Client requests an embargo before the date of photography. Photographer may use Photographs for portfolio and social media uses, and reserves the right to license the Photographs to other parties, after the 180-day embargo has passed.

21. Indemnification. Client hereby agrees to indemnify, defend, and hold harmless the Photographer and its affiliates, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to: (a) bodily injury, death of any person, or damage to real or personal property resulting from Client’s acts or omissions, or Client’s affiliates, agents, successors, and assigns acts or omissions; (b) any breach of this Agreement by Client, or Client’s affiliates, agents, successors, and assigns, of its representations, warranties, or other obligations hereunder; or (c) Client’s, or Client’s affiliates, agents, successors, and assigns, use of the Photographs.

- Photographer agrees to indemnify and hold harmless Client against claims arising from Photographer’s negligence or material breach of this Agreement.

22. Limitation of Liability. Photographer’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, shall not exceed the amount of payment received for the Services.

23. Severability. If any of the provisions of this agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected.

24. Survivorship. This Agreement survives the individuals who signed it and applies to their successors and executors.

25. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Photographer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

26. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

27. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.

28. Capacity and Counsel. Client understands the entirety of this Agreement and the obligations herein. Client has had the opportunity to seek legal counsel to further understand and gain advice regarding this Agreement.

29. Governing Law. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of California.

30. Dispute Resolution. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Hayward, California, and each party irrevocably submits to the jurisdiction of such courts in any legal suit, action, or proceeding.

As a condition precedent to filing such suit, action, or proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between Client and Photographer. If such negotiation is unsuccessful, the parties agree to attend mediation that, unless the parties mutually agree otherwise, shall be administered by JAMS (Judicial Arbitration and Mediation Services, Inc.) or the American Arbitration Association in San Francisco, California. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

31. Attorneys’ Fees. In the event that any party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.

32. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy.

- For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

32.1 Covid-19. Client and Photographer acknowledge that the current Covid-19 crisis has been factored into the risks assumed by the parties and will not constitute grounds to excuse performance unless there is a mandatory Quarantine, Stay-At-Home, or Do-Not-Travel order in effect within the geographical location of Services or travel for Photographer to provide the Services. Client and Photographer shall endeavor to execute the Agreement in good faith.

32.2 Bad Weather. Photographer reserves the right to postpone Services due to bad weather including but not limited to rain, forecast of rain, clouds, or high wind. Client and Photographer may agree to postpone shoot to a reasonable date in the future in case of inclement weather at no additional charge beyond any expenses already incurred.

33. Hazardous Conditions. Photographer reserves the right to postpone or cancel Services due to reasonably dangerous conditions, as determined by the Photographer in good faith, including but not limited to working from height or on unstable platforms without adequate protection or safeguards, dangerous pets or other animals, and unsafe construction sites. Client shall be responsible for providing a safe location to take the photographs at the Property as described in the estimate, and any necessary personal protective equipment if required by site rules.

34. Non-Disclosure Agreement. Client and Photographer agree to keep the terms of this Agreement, including but not limited to payment terms, confidential. Client and Photographer agree to keep the estimate, and any communications or documents containing Photographer’s rates or pricing information, confidential.

35. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Digital or scanned signatures are acceptable.

36. Modification. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by Photographer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Photographer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

37. Contractual Authority. If the Client is a business or other organization, the person signing below on behalf of the Client warrants that he or she has the authority to legally bind Client to the terms of this Agreement.

38. Merger. This Agreement, including the estimate, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.