Terms of Service 1 — Andriana Kovalchuk

Terms of service.

This photography services agreement is between ANDRIANA KOVALCHUK, (the "Photographer") and , Client (the "Hiring Party"). The Hiring Party wishes to engage the Photographer as an independent contractor for the Hiring Party for the purpose of taking photographs (the "Images"). The Photographer wishes to take the Photographs and provide the Services (as defined below) in accordance with this agreement.

The parties therefore agree as follows:

1. ENGAGEMENT; SERVICES.

(a) Engagement. The Hiring Party retains the Photographer to provide and the Photographer shall provide the photography

services described in subsection (b) (the "Services").

(b) Services. The Photographer shall:

(i) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;

(ii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order. The primary responsibility for fulfilling the Services remains with the Photographer;

(i) make timely payments of amounts earned by the Photographer under this agreement;

(ii) provide relevant information to assist the Photographer with the performance of the Services.

2. COMPENSATION.

(a) Fee. As full compensation for the Services, the Hiring Party shall pay the Photographer the sum as agreed upon (the "Fee"), to be paid as follows:

(i) The full balance when images are delivered.

(b) No Payments in Certain Circumstances. No payment will be payable to the Photographer under any of the following circumstances:

(i) if the Photographer did not directly perform or complete the Services.

(c) No Other Compensation. The compensation set out above will be the Photographer's sole compensation under this agreement.

(d) Expenses. Any ordinary and necessary expenses incurred by the Photographer or its staff in the performance of this agreement, will be the Photographer's responsibility.

(e) Taxes. The Photographer is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Photographer under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Hiring Party has no obligation to pay or withhold any sums for those taxes.

(f) Other Benefits. The Photographer has no claim against the Hiring Party under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

3. DELIVERY SCHEDULE.

The Photographer shall deliver the Photographs as follows:

(a) Full-resolution, high-resolution, and web-size jpeg files

4. ADDITIONAL SERVICES.

If the Hiring Party asks to supplement the Services with the purchase of additional services offered by the Photographer, and the Photographer agrees and can fulfill that request, the Photographer will bill those additional services to the Hiring Party at then agreed-on rates.

5. PHOTOGRAPHER'S RIGHTS.

(a) Ownership Rights. The Photographer will be the sole and exclusive owner of the Photographs and all rights with respect to those Photographs (collectively, "Rights").

(b) Creative Rights. The Photographer may edit the Photographs in its discretion, and may not offer all images shot to the Hiring Party. The Photographer reserves the right to edit and release only those Photographs deemed creditable as professional in quality and within the Photographer's artistic standards.

(c) License. The Photographer grants the Hiring Party a nonexclusive, non transferable license to use the Photographs for unlimited personal and business use.

6. PROMOTIONAL RIGHTS.

The Hiring Party hereby grants the Photographer the limited perpetual right to use, publish, and exhibit, on the internet and in other publications, any digital images solely to promote the Photographer's business.

7. TERM AND TERMINATION.

(a) Term. This agreement will become effective as described in section 9. Unless it is terminated earlier in accordance with subsection (b), this agreement will continue until the Services have been satisfactorily completed and the Photographer has been paid in full for those Services (the "Term").

(b) Termination. This agreement may be terminated:

(i) by either party on provision of 30 days' written notice to the other party, with or without cause;

(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 7 days of receipt of written notice of the breach;

(iii) by the Hiring Party at any time and without prior notice, if the Photographer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Hiring Party, or is guilty of serious misconduct in connection with performance under this agreement;

(iv) by the Photographer, immediately on written notice, if the Photographer cannot accommodate a Material Event Change;

(v) by the Photographer, if the Hiring Party does not pay the balance due.

8. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

9. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.