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Media Services Agreement

THIS AGREEMENT is made as of (the “Effective Date”) between/with a primary contact address of (“Client”), and (“Photographer”).

1. Engagement of Photographer

1.1 Services. Subject to the terms set out herein, Client engages Photographer to provide, and Photographer agrees to provide, the photography services described in this Section 1.1 (the “Services”).

Description of Services:

• Redacted, LLC x Samantha Lauraina Creative will provide 5-8 professionally edited digital web sized images (per package selection), to be made available via digital download on a provided platform of the photographer's choice, for use by public/and or private media companies during Shot Show, 2023 for product release announcements/features.

• Deliverables will be provided the same day, within designated morning/afternoon timetables, per selected booking window.

As part of the Services, the Photographer will produce or take similar action to create materials from Images and provide related deliverables (as set out above) pursuant to the provision of the Services (“Work Product”). “Images” means photographic material, whether still or moving, created by Photographer pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints or digital files, captured, recorded, stored or delivered in any type of analogue, photographic, optical, electronic, magnetic, digital or any other medium.

1.2 Exclusivity. Client acknowledges and agrees that Photographer will be the exclusive provider of the Services, unless otherwise agreed to by the parties in writing.

2. Fees and Payment

2.1 Fees. Client will pay Photographer the fees set out, as determined by their preferred package selection. Fees shall include the following, as detailed in Section 2.1 (“Fees”), including any applicable federal or state/provincial sales or value-added taxes due on such Fees.

• Total Fee for Services: [Per package selection]

• Retainer due upon signing: [50% of Total Fee]

• Remaining amount due: [7 days prior to scheduled service date]. 

2.2 Retainer. Client acknowledges and agrees that the retainer amount set out above is due upon the signing of this Agreement and is not refundable (“Retainer”), so as to fairly compensate Photographer for committing his/her time to provide the Services and turning down other potential projects or clients. Both parties agree that the Retainer will be credited towards the total Fees payable by Client.

2.3 Invoice. Photographer will issue an invoice to Client upon agreement/payment of the Services (“Invoice”). Client agrees to pay all Fees outstanding on or prior to the due dates set out in Section 2.1 and/or detailed within the provided invoice. Any balances left unpaid after the set payment due date will automatically forfeit reserved booking time, and release the media team/photographer from any obligations to the client set within this contract. 

3. Client Responsibilities

3.1 Waiver. Client (on behalf of himself/herself and any other participant whose image or recording may be captured by the Services) hereby waives all rights and claims, and releases Photographer from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, use and exploitation of Images pursuant to this Agreement.

4. Photographer Responsibilities

4.1 Equipment. Client will not be required to supply any photography equipment to Photographer.

4.2 Manner of Service. Photographer will ensure that the Services are performed in a good, expedient, professional manner, and in such a manner as to avoid unreasonable interference with Client’s activities.

4.3 Photography Staff. Photographer will, and will ensure that all Photography Staff (employees, assistants or other parties engaged by Photographer to assist with the Services): 

• comply with the reasonable directions of Client from time to time regarding the safety of attendees or participants at the photo shoot and applicable health, safety and security requirements of any locations where the Services are provided;

• ensure that Work Product meets the specifications set out in Section 1.1 in all material respects.

• Photographer will be responsible in every respect for the actions of all Photography Staff.

5. Artistic Release

5.1 Consistency. Photographer will use reasonable efforts to ensure that the Services are produced in a style consistent with Photographer’s current portfolio, and Photographer will use reasonable efforts to consult with Client and incorporate any reasonable suggestions.

5.2 Style. Client acknowledges and agrees that:

• Client has reviewed Photographer’s previous work and portfolio and has a reasonable expectation that Photographer will perform the Services in a similar style.

• Photographer will use artistic judgment when providing the Services, and shall have final say regarding the aesthetic judgment and artistic quality of the Services; and

• Disagreement with Photographer’s aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.

• Client agrees that no further adjustment to delivered Work Product will be made, after Work Product delivery. Edits, changes, or adjustments by the Client to final images are not authorized. Due to the visual nature of the Photographers work, any images posted, published, and/or featured must be in their unaltered, original form received. 

6. Term and Termination

6.1 Term. This Agreement will begin on the Effective Date and continue until the latter of (i) the date where all outstanding Fees under this Agreement are paid in full; or (ii) the date where all final Work Product has been delivered (“Term”).

6.2 Cancellation. Client may terminate the Agreement (“Cancellation”) and/or reschedule the Services (“Rescheduling”) by providing Photographer with written notice no later than 7 days before the original date of the Services (the “Minimum Notice”). Client acknowledges and agrees that Client is not relieved of any payment obligations for Cancellations and Rescheduling unless the Minimum Notice in accordance with this Article 6 is duly provided or unless the parties otherwise agree in writing.

6.3 Rescheduling. In the event of Rescheduling, Photographer will use commercially reasonable efforts to accommodate Client’s change. If Photographer is not able to accommodate Client’s change despite using commercially reasonable efforts, the parties agree that such Rescheduling will be deemed as Cancellation by Client and that Photographer will be under no obligation to perform the Services other than on the original date/time of the Services.

6.4 No Refund. Client acknowledges and agrees that Cancellation by Client will not result in a refund of any fees paid on or prior to the date of Cancellation by Client.

6.5 Replacement. In the event that Photographer is unable to perform the Services, Photographer, subject to Client’s consent, which is not to be reasonably withheld, shall cause a replacement photographer to perform the Services in accordance with the terms of this Agreement. In the event that such consent is not obtained, Photographer shall terminate this Agreement and shall return the Retainer and all fees paid by Client, and thereafter shall have no further liability to Client.

7. Ownership of Work Product by Photographer

7.1 Ownership of Work. Photographer will own outright, title and interest in all Work Product. Client (on behalf of itself and any participants) hereby grants Photographer and any of its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sublicensable license to use any materials created with the Client or attendees, during the performance of the Services, that may be protected by copyright or any intellectual property rights (“Client Materials”) as part of any Work Product or in connection with the marketing, advertising or promotion of Photographer’s services, including in connection with Photographer’s studio, portfolio, website or social media, in any format or medium. Client acknowledges and affirms that no other person or entity has any rights that may prevent or restrict Photographer from using Client Materials as provided herein.

8. Limited License to Client

8.1 Personal Use. Photographer hereby grants Client an exclusive, limited, irrevocable, royalty-free, non-transferable and sub-licensable license to use Work Product for Client’s Personal Use, provided that Client does not remove any attribution notices or copyright notices included by Photographer in any Work Product. “Personal Use” includes, but is not limited to, use (i) of photos on Client’s personal social media pages or profiles; (ii) in Client’s personal creations, such as scrapbooks, albums or personal gifts; (iii) in non-commercial physical display; and (iv) in personal communications, such as family newsletter, email, or holiday card. 

8.2 Limited Commercial Use Addendum. Photographer grants limited commercial use permissions to Client, as specified herein: Client use is granted for the express use of advertising featured product(s) during Shot Show week, with access for media outlet use, both web and social media, for the purpose of engaging a larger audience and bringing focus to featured products. 

8.3 Print Use Licensing. Further permissions/licensing required for print advertising purposes. 

9.  Indemnity and Limitation of Liability

9.1 Indemnification. Client agrees to indemnify, defend and hold harmless Photographer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to the Services and or Work Product Photographer provides to Client.

9.2 Force Majeure. Neither party shall be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a “Force Majeure Event”), and the time of performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. If such Force Majeure Event persists for more than 60 days, the party not affected by the Force Majeure Event may terminate the Agreement and any prepaid fees for Services not performed (other than the Retainer) shall be returned within 15 days of the date of termination of the Agreement.

9.3 Failure to Deliver . Photographer shall not be held liable for delays in the delivery of such Work Product, or any Work Product undeliverable, due to technological malfunctions, service interruptions that are beyond the control of Photographer (including as a result of delays in receipt of instructions from Client) and for Work Product that fails to meet the specifications set out in Section 1.1 due to the actions of Client or attendees or participants at the photo shoot that are beyond the control of Photographer (e.g., camera flashes).

9.4 Maximum Liability. Notwithstanding anything to the contrary, Client agrees that Photographer’s maximum liability arising out of or related to the Services or the Work Product shall not exceed the total Fees payable under this Agreement.

10. General

10.1 Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

• Photographer’s Email:

• Client’s Email:

10.2 Survival. Articles 7, 8, 9 and 10 will survive termination of this Agreement.

10.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the parties.

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings both formal and informal.