PHOTOGRAPHY SERVICES AGREEMENT This Agreement is made as of {{today}} (the "Effective Date") between {{contact.name}} ("Client") and David Monroe Creative LLC, doing business as David Monroe Photography ("Photographer"). 1. ENGAGEMENT OF PHOTOGRAPHER 1.1 Services. Subject to the terms set out here, Client engages Photographer to provide, and Photographer agrees to provide, the photography services described in this Section 1.1 (the "Services"). Session: Book One, Give One (gift session) Date: {{project.event_date}} Location: Forsyth Park, north side of the fountain, Savannah, GA Description of Services: - One 20 minute portrait session, given to Client as a gift - 3 edited images, delivered within 5 days - Extra images $40 each, picked from the gallery - Individuals, couples, or families up to 4 people As part of the Services, Photographer will produce or take similar action to create materials from Images and provide related deliverables (as set out above) under the Services ("Work Product"). "Images" means photographic material, whether still or moving, created by Photographer under 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 by the parties in writing. 2. FEES AND PAYMENT 2.1 Fees. This session was paid for by the person who gave it. Client owes nothing for the session itself. Extra images, if Client picks any, are $40 each and are paid before delivery. 3. CLIENT RESPONSIBILITIES 3.1 Required Consents. Client will ensure that all required consents, as applicable, have been obtained before the Services are performed, including any consents required for the performance of the Services and the delivery of Work Product by Photographer and, as applicable, from venues or locations where the Services are performed or from attendees or participants of the photo shoot. 3.2 Expenses. Client will provide the means of travel or be responsible for reasonable travel expenses incurred by Photographer that are necessary for the Services, or travel otherwise requested by Client, where the Services are performed outside the city of Savannah, GA. Client will be responsible for any other expenses incurred by Photographer that are necessary for the Services, as set out in Section 2. 3.3 Waiver. Client (on behalf of Client and any other participant whose image or recording may be captured by the Services) 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 under 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, workmanlike and safe manner, and in a way that avoids 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 regarding the safety of attendees or participants at the photo shoot and the health, safety and security requirements of any locations where the Services are provided; - ensure that Work Product meets the specifications 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 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 will have final say on the aesthetic judgment and artistic quality of the Services; and - Disagreement with Photographer's aesthetic judgment or artistic ability is not a valid reason for terminating this Agreement or requesting any money back. 6. TERM AND TERMINATION 6.1 Term. This Agreement begins on the Effective Date and continues until the later of (i) the date all outstanding Fees under this Agreement are paid in full; or (ii) the date all final Work Product has been delivered ("Term"). 6.2 Rescheduling and Weather. Client may reschedule to another open time in this offer by written notice no later than 3 days before the session. If it rains or weather makes the shoot unsafe, Photographer will reschedule with Client to another open date in the offer. 6.3 Rescheduling Limits. If no other open time can be found despite commercially reasonable efforts, the Rescheduling will be treated as a Cancellation by Client. 6.4 No Refund. The gift session has no cash value and cannot be refunded or exchanged. 6.5 Replacement. If Photographer is unable to perform the Services, Photographer, with Client's consent (not to be unreasonably withheld), will arrange for a replacement photographer to perform the Services under this Agreement. If that consent is not given, Photographer will terminate this Agreement, return the Retainer and all fees paid by Client, and will then have no further liability to Client. 7. OWNERSHIP OF WORK PRODUCT BY PHOTOGRAPHER 7.1 Ownership of Work. Photographer owns all right, title and interest in all Work Product. Client (on behalf of Client and any attendees or participants at the photo shoot) grants Photographer and its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sublicensable license to use any materials created by Client or attendees during the Services that may be protected by copyright or other 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 Photographer's studio, portfolio, website or social media, in any format or medium. Client affirms that no other person or entity has any rights that may prevent or restrict Photographer from using Client Materials as provided here. 8. LIMITED LICENSE TO CLIENT 8.1 Personal Use. Photographer grants Client an exclusive, limited, irrevocable, royalty-free, non-transferable and non-sublicensable license to use Work Product for Client's Personal Use, provided Client does not remove any attribution or copyright notices included by Photographer in any Work Product. "Personal Use" includes, but is not limited to, use (i) 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 a family newsletter, email or holiday card. Client will not make any other use of the Work Product without Photographer's prior written consent, including use for commercial sale. 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 from any injury, property damage, liability, claim or other cause of action arising out of or related to the Services or Work Product Photographer provides to Client. 9.2 Force Majeure. Neither party will be in breach of or liable under this Agreement for any delay or non-performance caused by illness, emergency, fire, strike, pandemic, earthquake, or any other condition beyond the reasonable control of the non-performing party (each a "Force Majeure Event"), and the time for performance will be extended for a period equal to the duration of that condition. If a Force Majeure Event lasts more than 60 days, the party not affected may terminate this Agreement, and any prepaid fees for Services not performed (other than the Retainer) will be returned within 15 days of termination. 9.3 Failure to Deliver. Photographer is not liable for delays in delivering Work Product, or Work Product that cannot be delivered, due to technological malfunctions or service interruptions beyond Photographer's control (including delays in receiving instructions from Client), or for Work Product that fails to meet the specifications in Section 1.1 because of the actions of Client, attendees or participants that are beyond Photographer's control (for example, camera flashes). 9.4 Maximum Liability. Despite anything to the contrary, Photographer's maximum liability arising out of or related to the Services or the Work Product will not exceed the total Fees payable under this Agreement. 10. GENERAL 10.1 Notice. The parties will give notice ("Notice") to each other by email, effective when sent: - Photographer: davidmonroephotos@gmail.com - Client: {{contact.email}} 10.2 Survival. Sections 7, 8, 9 and 10 survive termination of this Agreement. 10.3 Governing Law. This Agreement is governed by the laws of Georgia, USA. 10.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by both parties. 10.5 Entire Agreement. This Agreement is the entire agreement between the parties about the Services and replaces all prior agreements and understandings, formal and informal. 10.6 Severability. If any provision of this Agreement is found illegal, invalid or unenforceable, in whole or in part, by an arbitrator or court, that provision or part will be severed, and the rest of this Agreement will remain in full force.