1. (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 MCGLYNN MEDIA, LLC. 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/content. (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, BRAND OR IDEA (EXAMPLES: PRINT ADVERTISING, DIGITAL MARKETING/SOCIAL MEDIA, PUBLIC RELATIONS, 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, PORTRAITS, PRINTS, ETC.).

2. (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.

3.  (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.

4.  (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.

5.  (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.

6. (a) 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. (b) 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. (c) Unless otherwise specifically provided elsewhere in this document, all usage rights are limited to the original media they were granted for.

7.  (a) When based on the relevant invoices Images are to be used to market commercial business or real estate property, the Photographer grants the Client limited commercial use as follows: The Client shall have the right to display 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). (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 written permission from the Photographer. Additional charges may apply at discretion of the Photographer. (d) The Client is also permitted to use the Images to market the property thru Social Media with all other provisions and limitations applying. 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).

8.  (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 digital copies of the Images across multiple web-based platforms including web pages and social media. (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.

9.  (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 digital copies of the Images across multiple web-based platforms including web pages and social media. (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.

10.  (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 digital copies of the Images across multiple web-based
platforms including web pages and social media. (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.

11. (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 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.

12.  (a) WHEN APPLICABLE, the Photographer’s name shall be printed on or tagged 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.

13.  (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.

14. (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.

15.  (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.

16.  (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.

17.  (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.  

18. (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

19.  (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.

20. (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 original booked time, the Photographer may bill at $50/half hour increment. (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.

21.  (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 requests. (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.

22.  (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.

23.  (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.

24.  (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.

25.  (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.

26.  (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.

27.  (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.

28.  (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.

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

30.

• The Company shall make the Studio and the Operators available to the Client for the time of service/session. The Client shall only permit people directly involved in the shoot to enter the Premises and only during the Booking Period. The Company reserves the right to require any person to leave the Premises.

• The Client is responsible for:

• ensuring the suitability of the Studio for the Client’s purpose;

• ensuring that the Client’s Equipment is compatible with the Studio;

• the technical quality of any recording engineered by personnel provided by the Client;

• any problem or damage caused by any use of Clients Own Part Recorded Media and plug-in software (including any virus damage); and

• any acts or omissions of the Representatives or the Client’s Personnel as if those acts and omissions were its own,

• and the Company gives no warranty, undertaking or representation as to any of the foregoing.

• If (a) the Client fails to use the Studio for any or all of the time booked, (b) the Client cancels the appointment or (c) the Company terminates the appointment or any or all of its obligations under the Agreement pursuant to paragraph 8.3 below, the Company may at its sole discretion and without any obligation whatsoever, make the Studio and Operators available for an alternative booking (in each case without having to refund the Fees or any part thereof to the Client).

• The Client will be responsible for the integrity of the Client’s own media, including without limitation the Client’s Own Part Recorded Media, and the Company shall not be liable or responsible for any deficiency in or caused by such media.

• The Client shall procure that each of the Client’s Personnel shall abide by the Company’s and the Studio’s rules, regulations and health and safety and other policies and the Client shall be responsible for:

• the actions of the Client’s Personnel on the Premises;

• any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of the Client’s Personnel, or as a result of any defect in or inappropriate specification of the Client’s Equipment or the Client’s own media;

• the cost of the hire of any Client’s Equipment;

• any costs and expenses incurred by the Company on behalf of the Client at the Client’s request; and

• any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the Client).

• The Client’s access to the Studio shall be limited to such areas of the Premises designated necessary for the appointment or as directed or permitted by the Company.

• The Company, in its sole discretion, reserves the right to refuse entry by the Client or any Client Personnel to any area of its Premises at any time.

• Entry into or use of the full venue on the Premises by the Client any Client Personnel is strictly prohibited at all times, unless otherwise specified.

• Smoking anywhere on the Premises is strictly forbidden. This applies to anything that can be smoked and includes but is not limited to, cigarettes, pipes, cigars and herbal cigarettes. This is in the interest of hygiene, safety and the health of other users of the Studio, the Company’s employees and in compliance with legal requirements.

• Any Client or Client Personnel wishing to smoke must do so strictly within a designated outside area on the Premises.

• The Company is committed to providing a safe, healthy, and productive working environment for all employees, contractors, Clients, Client Personnel and visitors involved in its operation.

• The use of drugs on the Premises by the Client or Client Personnel is strictly forbidden.

• Any Client or Client Personnel found using, supplying, under the influence, or in the possession of, an illegal substance whilst on the Premises will be required to leave the Premises immediately and may face prosecution under the law. A breach of this clause 10 shall be deemed to be material breach of this Agreement. In such circumstances, the Company reserves the right to terminate the Booking, regardless of whether such Booking has commenced or not, and any Fees paid or owing to the Company by the Client shall be non-refundable.

• Consumption of alcohol on the Premises by the Client or Client Personnel is strictly forbidden unless otherwise specifically permitted in BYOB allowances. Any alcohol is consumed in a responsible and appropriate manner and does not cause a breach of any other term of this Agreement.

• The Company reserves the right to refuse entry to the Premises to any Client or Client Personnel or require that any Client or Client Personnel leave the Premises if the Company considers that, in its sole discretion, the Client or any Client Personnel is behaving in an inappropriate manner or endangers the right for all employees to work in a safe working environment. For the avoidance of doubt, this shall include where the Company considers that the Client or any Client Personnel has consumed alcohol pursuant to clause 9.11 in an inappropriate or irresponsible manner. In such circumstances, the Company reserves the right to terminate the Booking, regardless of whether such Booking has commenced or not, and any Fees paid or owing to the Company by the Client shall be non-refundable.