AGREEMENT – This agreement between the referenced photographer (herein “Creator”) and the undersigned client (herein “Client”) or agency representative (herein “Agency”) governs the project described in the Estimate, and along with these Terms & Conditions, constitutes the entire agreement between the parties. The Fees and Expenses are based on the Job Description as presented by the Client (or Agency). The Client (or Agency) is responsible for the presence of an authorized representative at the shoot to approve the Creator’s interpretation of the project. If a Client (or Agency) representative is not present, the Creator’s interpretation shall be deemed acceptable. Any changes, whether made orally or in writing, may result in additional charges. The expenses are estimated in good faith. Any applicable sales tax will be added at time of invoice. Client (and/or Agency) hereby indemnifies and holds Creator harmless against any and all liabilities, claims, and expenses, including reasonable attorney’s fees, arising from Client’s (or Agency’s) use of the Work.

DEFINITIONS – Image/s, Footage, Video, or Photograph/s (herein “Work”), are any copyrightable materials created as a part of the project as agreed to by Creator and Client (or Agency). “Client” is the licensee of the Work as detailed in the Job Description above. “Editorial” use is when the Client publishes the Work in their own editorial publication, for the purpose of educating and/or conveying news, information or fair comment opinion, which is available for sale to the general public, and which does not seek or accept sponsorship to, or in itself, promote a specific product, person, service or company. “Publicity” use is when the Client submits the Work to an outside editorial publication (whether print or electronic) for Editorial use only, and the Client (or Agency) is not paying for that use or placement. “Advertising” use is when the Client (or Agency) is paying for the placement of the Work on or in whatever media it appears. “Collateral” use is when the Work appears in or on a platform that the Client (or Agency) wholly controls and produces, such as a company web site, annual report, brochure, or social media profile, and is intended to promote a commercial product, service, personality or brand. “Public Display” use is when the Work is shown or displayed in a Client maintained space, open to public viewing (i.e. corporate office, trade show, public event), and the Client (or Agency) is not purchasing Advertising space to allow for the placement of the Work within the media or location it appears. “Private Display” use is when the Work is shown or displayed in a non-commercial, private space, closed to public viewing, and the use of which does not promote a commercial product, service, personality or brand. “Point of Purchase” or “Point of Sale” (herein “POS”) use is when the Work is included in a non-paid placement Print or Electronic indoor display for the purpose of promoting a product, service or corporation, within a third party retail space or Client location. “Packaging” use is when the Work is printed or displayed on the packaging for a commercial or retail product. “Unlimited” use includes all Editorial, Publicity, Advertising, Collateral, Public Display, and Packaging uses of the Work, defined herein. “Media” is the medium in which the Work is reproduced, inserted, displayed or placed by the Client (or Agency). “Consumer” use is when the Media in which the Work appears is directed toward and/or available to the general public. “Trade” use is when the Media in which the Work appears is directed toward specific industries, professions, or special interest groups for commercial, promotional or Advertising purposes, and is not available to the general public. “Print” is all printed mediums excluding Packaging, OOH and POS. “Web” is all mediums accessible exclusively via an internet browser or internet-based software. “Electronic” is all digital and Web mediums excluding Broadcast, TV, Packaging, OOH and POS. “Out of Home” (herein OOH) is all paid placement displays viewable to the general public from any public or private space. “Broadcast” is all network and subscription television and radio outlets.