AGREEMENT - This agreement between Adams Visual Communications LLC. (herein “Creator") and the undersigned client (herein “Client”) or agency representative (herein “Agency”) governs the project described in the accompanying Estimate, and along with these Terms & Conditions, constitutes the entire agreement between the parties. The fees and expenses are based on the Project Description as presented by the Agency or Client and summarized in the proposal or estimate. 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 subsequent changes, whether made orally or in writing, may result in additional charges. The expenses are estimated in good faith, a 10% contingency applies to all expenses. Sales tax is not included in the Estimate. Any applicable sales tax will be added at time of invoice. Estimates are valid for 15 days.

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, Agency and Client. “Client” is the licensee of the Work as described 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 & PR” use is when the Client submits Work to an outside editorial publication (whether print or electronic) for Editorial use only, and the Agency or Client is not paying for that use or placement. “Advertising” use is when the Agency or Client is paying for the placement of Work on or in whatever media it appears. “Marketing 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 Work is shown or displayed in a Client maintained space, open to public viewing (ie. 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 Work is shown or displayed in a noncommercial, 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. “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 and available to the general public. “Trade” use is when the Media in which the Work appears is directed to specific industries, professions, or special interest groups for commercial, promotional or Advertising purposes. “Print” is all printed mediums excluding Packaging, OOH and POS. “Web” is all mediums accessible exclusively via an internet browser. “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. **Limited uses for Commercial Public Display's are defined as less than 18”in. on the longest side. *Limited uses for Advertising are defined as less than 50K digital impressions or less than 50K printed reproductions with displays, both print and digital, to be less than 18"in. on the longest side.

USAGE RIGHTS - Uses of the Work are specified in each project's proposal, estimate, and/or invoice. "Standard Usage Rights" includes license rights to use the Work, as defined above, for; Print & Web Marketing Collateral, Publicity & PR, Editorial, Packaging, Internal, & Social Media Uses. Limited uses for small *Advertising and **Public Displays may also be included in the Standard Usage Rights if mentioned. "Premium Usage" is quoted Individually for works to be used in; advertising, broadcast TV, public commercial displays, and point-of-purchase displays.

PAYMENT - 50% Advance payment required to initiate production on projects over $1,500. Client or Agency shall make payment within 15 days of invoice at completion of the project. Late payments will be billed a $20.00/month handling fee and 1.5%/month interest. Applicable sales tax is not included in the Estimate but will be applied to invoice.

COPYRIGHT, LICENSING - All Work created by the Creator and the associated copyright is the sole and exclusive property of the Creator. Grant of any reproduction rights to the Client is conditioned upon receipt of payment from Client or Agency, in full. All rights not expressly granted shall be reserved by the Creator. Modification of Work and/or incorporation of Work in any layout or concept shall not constitute a joint work or derivative work. If the Client or Agency wishes to make any additional uses of the Work not detailed in Project Description or Licensing Option/s then the Client or Agency shall obtain permission from the Creator and negotiate an additional fee for that use, which may be more than any Licensing Option/s originally quoted.

CANCELLATIONS, WEATHER, POSTPONEMENTS - In the event of a cancellation or postponement of a shoot by the Client or Agency at any time after shoot confirmation, Client or Agency shall pay all expenses incurred by the Creator up to the time of cancellation, plus a fee equal to 50% of Creative and Licensing fees quoted above if the Creator is unable to find replacement work for that time period. If a shoot is canceled within 24 hours of departure for the shoot, Client or Agency shall pay 100% of Creative fees, Licensing fees, Expenses and Executive Production Fees quoted above. If a shoot is postponed due to weather, Client will be responsible for all Expenses incurred on each Weather Day, plus a Creator fee to be agreed upon.

INDEMNIFICATION - 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.

POST-PRODUCTION AND EDITING - Processed Work will be delivered in a timely fashion, within a mutually agreed upon schedule. Any additional retouching requested by the Client or Agency will be quoted on a case-by-case basis.

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