PHOTOGRAPHY TERMS AND CONDITIONS

These Terms and Conditions are effective as of the date of the accompanying Proposal (the “Effective Date”)
and apply to the Client identified in the Proposal (“Client”) and Vee Przz Photography LLC, a Florida limited
liability company (“Photographer”). These Terms and Conditions are incorporated by reference into the Proposal as if fully set forth therein.

Section 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 the accompanying Proposal (the “Services”). As part
of the Services, the Photographer will produce or take similar action to create materials from Images and provide related deliverables 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 shall be the exclusive provider of the
Services during the Term, and Client shall not engage any other party to provide similar services without the prior written consent of Photographer, which may be withheld in Photographer’s sole discretion.
1.3 Non-Circumvention: Client agrees not to circumvent or attempt to circumvent Photographer by directly
or indirectly soliciting, contracting, or engaging any employee, subcontractor, or affiliate of Photographer to
provide similar services outside the scope of this Agreement without Photographer’s prior written consent.

Section 2. Fees and Payment
2.1 Fees: Client shall pay Photographer the fees set out in the accompanying Proposal (“Fees”), including
any applicable federal, state, or local sales or value-added taxes due on such Fees. Fees are non-refundable
except as expressly provided herein.
2.2 Retainer: Client shall pay a non-refundable retainer as specified in the Proposal upon execution of
this Agreement (“Retainer”), which shall secure Photographer’s commitment to provide the Services and
compensate for reserved time and resources. The Retainer shall be credited towards the total Fees payable by
Client, but no portion shall be refunded under any circumstances, including cancellation or termination.
2.3 Invoice and Payment Terms: Photographer shall issue an invoice to Client upon agreement of the
Services (“Invoice”). Client shall pay all Fees outstanding on or prior to the due dates specified in the Proposal.
Any payment not received by the due date shall incur a late fee of $50 per month or the maximum amount
permitted by law, whichever is less, on the outstanding balance. Client acknowledges that the final amount
payable may be adjusted to reflect actual expenses incurred, and the final calculations provided in the Invoice
shall be binding and conclusive.
2.4 Disputed Invoices: In the event of a dispute regarding any Invoice, Client must notify Photographer
in writing within five (5) business days of receipt, specifying the basis of the dispute. Payment of undisputed
amounts shall be due immediately, and the parties shall negotiate in good faith to resolve the dispute. Failure to
timely dispute an Invoice shall waive any right to contest the amounts due.
2.5 Collection Costs: In the event Photographer incurs costs, including reasonable attorney’s fees, to
collect overdue amounts, Client shall be liable for such costs in addition to the outstanding Fees and late fees.

Section 3. Client Responsibilities
3.1 Required Consents: Client shall obtain and provide all necessary consents, permits, and
authorizations prior to the performance of the Services, including but not limited to consents from venues, locales, attendees, or participants of the photo shoot. Client shall indemnify and hold Photographer harmless for any claims, damages, or liabilities arising from the failure to obtain such consents.
3.2 Expenses: Client shall be responsible for all reasonable travel, accommodation, and other expenses
incurred by Photographer necessary for the performance of the Services, including travel outside Orlando, FL,
as specified in the Proposal or as otherwise agreed in writing. Photographer may require advance payment or
reimbursement for such expenses, and Client’s failure to provide timely payment may result in delay or
cancellation of the Services.
3.3 Waiver and Release: Client, on behalf of itself and all participants whose images or recordings may
be captured, hereby irrevocably waives, releases, and discharges Photographer from any and all claims,
demands, actions, or causes of action, known or unknown, arising out of or related to the use, display, license,
sale, or exploitation of Images or Work Product under this Agreement. This waiver includes, but is not limited to, claims for invasion of privacy, defamation, or right of publicity.
3.4 Cooperation: Client shall provide full cooperation, including timely access to locations, participants,
and any required materials or information, to enable Photographer to perform the Services efficiently. Any delay
or failure by Client to cooperate shall not relieve Client of its payment obligations and may result in additional
fees or termination at Photographer’s discretion.
3.5 Prohibited Actions: Client shall not interfere with Photographer’s equipment, staff, or creative
process during the performance of the Services. Client shall ensure that participants comply with all reasonable
instructions provided by Photographer to maintain safety and quality.
Section 4. Photographer Responsibilities
4.1 Equipment: Photographer shall provide all necessary photography equipment and materials unless
otherwise agreed in writing. Client shall not be liable for any loss or damage to Photographer’s equipment except where caused by Client’s negligence or willful misconduct.
4.2 Manner of Service: Photographer shall perform the Services in a professional, workmanlike, and
safe manner, using reasonable care to avoid unreasonable interference with Client’s activities. However,
Photographer shall not be liable for interruptions or delays beyond its control.
4.3 Photography Staff: Photographer shall engage and supervise all Photography Staff (employees,
assistants, or subcontractors) to assist with the Services. Photography Staff shall comply with Client’s reasonable safety directions and applicable health, safety, and security requirements. Photographer shall be solely responsible for the actions, omissions, and compensation of Photography Staff, and Client shall have no liability therefor.
4.4 Delivery: Photographer shall deliver the Work Product within the timeframe specified in the Proposal,
subject to delays caused by Client, Force Majeure Events, or technological issues beyond Photographer’s
control. Photographer reserves the right to withhold delivery of Work Product until all Fees are paid in full.
4.5 Quality Control: Photographer shall use commercially reasonable efforts to ensure Work Product
meets the specifications in the Proposal, but Photographer retains final artistic control and shall not be liable for
subjective dissatisfaction with aesthetic choices.
Page 2 of 6Section 5. Artistic Release
5.1 Consistency: Photographer shall use reasonable efforts to produce the Services in a style consistent
with its current portfolio and shall consider Client’s reasonable suggestions. However, Photographer is not
obligated to incorporate suggestions that conflict with its artistic vision or professional standards.
5.2 Style and Final Say: Client acknowledges that it has reviewed Photographer’s portfolio and has a
reasonable expectation of the style of the Services. Photographer shall have sole and final discretion over
aesthetic judgments and artistic quality. Disagreement with Photographer’s artistic decisions shall not constitute
grounds for termination, refund, or any other remedy.
5.3 No Liability for Artistic Disputes: Client waives any claim against Photographer based on artistic
quality, style, or subjective preferences, and agrees that such disputes shall not affect the enforceability of this
Agreement or Client’s payment obligations.
Section 6. Term and Termination
6.1 Term: This Agreement shall commence on the Effective Date and continue until the later of (i) the
date all outstanding Fees are paid in full, or (ii) the date all final Work Product is delivered (“Term”).
6.2 Cancellation: Client may terminate this Agreement (“Cancellation”) or reschedule the Services
(“Rescheduling”) only by providing written notice prior to the scheduled service date in accordance with the
Minimum Notice Period applicable to the session type as specified in the Proposal. The Minimum Notice Period
shall be thirty (30) days for local small-brand or lifestyle sessions conducted within the Orlando, Florida
metropolitan area without out-of-state travel or complex production requirements (“Standard Sessions”), and
sixty (60) days for sessions involving out-of-state travel, multi-day shoots, extensive styling, multiple locations,
or other complex elements as designated in the Proposal (“Complex Sessions”). Failure to provide the applicable Minimum Notice Period shall render Client liable for one hundred percent (100%) of the Fees. Cancellation or Rescheduling within the applicable Minimum Notice Period shall incur a cancellation fee equal to fifty percent (50%) of the Fees (excluding the Retainer, which remains non-refundable), in addition to the non-refundable Retainer.
6.3 Rescheduling Limitations: Photographer shall use commercially reasonable efforts to
accommodate Rescheduling requests, but if unable to do so, the request shall be deemed a Cancellation, and
the provisions of Section 6.2 shall apply. Rescheduling is subject to availability and may require additional fees.
6.4 No Refund; Application to Future Session: Except as expressly provided elsewhere in this
Agreement, Client shall not be entitled to a refund of any Fees paid, including the Retainer, upon Cancellation,
Rescheduling, or termination for any reason. Notwithstanding the foregoing, in the event of Client-initiated
Rescheduling (and provided such Rescheduling complies with the requirements of Sections 6.2 and 6.3,
including timely notice and payment of any applicable cancellation or additional fees), Photographer may, in its
sole discretion, apply the Retainer as a credit toward one (1) future session booked and completed within six (6) months of the original scheduled service date. Such credit is subject to Photographer’s availability, any price
increases for the future session, and Client’s full compliance with all other terms of this Agreement. No cash
refund shall be provided, and any unused credit after the six (6)-month period shall be forfeited. This provision
does not apply to Cancellations or multiple Rescheduling requests, and Photographer reserves the right to deny application of the credit for any reason, including but not limited to prior breaches by Client.
6.5 Replacement or Termination by Photographer: If Photographer is unable to perform the Services
due to unforeseen circumstances, Photographer may, with Client’s prior written consent (not to be unreasonably withheld), provide a replacement photographer. If no consent is obtained or a replacement is unavailable, Photographer may terminate this Agreement, refund all Fees paid (excluding the Retainer), and have no further liability to Client.
6.6 Termination for Cause: Either party may terminate this Agreement immediately upon written notice
if the other party commits a material breach (e.g., non-payment by Client or failure to perform by Photographer)
and fails to cure such breach within 10 days of notice. Upon termination for Client’s breach, all Fees shall become immediately due, and no refunds shall be provided.
6.7 Effect of Termination: Upon termination, Photographer shall retain all rights to Work Product, and
Client shall have no further rights to use or access it unless all Fees are paid in full.
Section 7. Ownership of Work Product by Photographer
7.1 Ownership: Photographer shall own all right, title, and interest in and to all Work Product, including
all intellectual property rights. Client, on behalf of itself and all participants, hereby grants Photographer an
exclusive, royalty-free, worldwide, irrevocable, perpetual, transferable, and sublicensable license to use any
materials provided by Client or created during the Services (“Client Materials”) in any Work Product or for
Photographer’s marketing, advertising, or promotional purposes, including on its website, social media, or
portfolio.
7.2 Restrictions on Client Materials: Client represents and warrants that it has full authority to grant
the license in Section 7.1 and that no third party has rights that would prevent or restrict Photographer’s use of
Client Materials. Client shall indemnify Photographer against any claims arising from breach of this warranty.
7.3 Moral Rights Waiver: To the fullest extent permitted by law, Client waives any moral rights it may
have in Client Materials as incorporated into Work Product.

Section 8. Limited License to Client

8.1 Personal Use License: Photographer grants Client a limited, irrevocable, royalty-free, non-exclusive,
non-transferable, and non-sublicensable license to use Work Product solely for personal, non-commercial
purposes (“Personal Use”), provided Client does not remove any attribution or copyright notices. Personal Use
includes display on personal social media, creation of personal gifts, or non-commercial physical display, but
excludes any commercial use without prior written consent.
8.2 Commercial Use Prohibition: Any use of Work Product for commercial purposes, including
advertising, promotion, or sale, is strictly prohibited without a separate written agreement and additional
compensation to Photographer. Unauthorized commercial use shall constitute a material breach, entitling
Photographer to injunctive relief and damages.
8.3 Attribution Requirement: Client shall include Photographer’s name and copyright notice on all uses
of Work Product and shall not alter, crop, or modify the Work Product in a manner that misrepresents its origin
or content.

Section 9. Indemnity and Limitation of Liability

9.1 Indemnification: Client shall indemnify, defend, and hold harmless Photographer, its officers,
members, employees, agents, and subcontractors from and against any and all claims, damages, liabilities,
costs, and expenses (including reasonable attorney’s fees) arising out of or related to (i) Client’s breach of this
Agreement, (ii) Client’s failure to obtain required consents, (iii) any injury or damage caused by Client or its
participants, (iv) any error, omission, action, inaction, or negligence by or on behalf of Client or any of Clients
employees, agents, contractors, vendors, licensees, invitees, guests, family members, officers, affiliates,
subsidiaries, family members, successors, or assigns, or (v) any unauthorized use of Work Product by Client.
9.2 Force Majeure: Neither party shall be liable for any delay or failure to perform due to Force Majeure
Events (e.g., acts of God, natural disasters, pandemics, government actions, or other events beyond reasonable control). The time for performance shall be extended by the duration of the Force Majeure Event. If such event persists for more than 60 days, either party may terminate this Agreement, and Photographer shall refund prepaid Fees (excluding the Retainer) within 15 days, provided no Services have been performed.
9.3 Failure to Deliver: Photographer shall not be liable for delays or non-delivery of Work Product due
to technological failures, service interruptions beyond its control, Client’s delay in providing instructions, or
actions of Client or participants (e.g., camera flashes). Client assumes all risks associated with such events.
9.4 Maximum Liability: Photographer’s total liability under this Agreement, whether in contract, tort, or
otherwise, shall not exceed the total Fees paid or payable. In no event shall Photographer be liable for any
indirect, incidental, consequential, special, or punitive damages, including lost profits or business opportunities,
even if advised of the possibility thereof.
9.5 Disclaimer of Warranties: Except as expressly stated herein, Photographer provides the Services
and Work Product on an “AS-IS” basis, without warranties of any kind, express or implied, including warranties
of merchantability, fitness for a particular purpose, or non-infringement.

Section 10. General

10.1 Notice: All notices (“Notice”) shall be in writing and deemed effective upon delivery via email to:
Photographer’s Email: Vilianperez@gmail.com
Client’s Email: As specified in the Proposal
10.2 Survival: Articles 7, 8, 9, and 10 shall survive termination or expiration of this Agreement.
10.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida, USA, without regard to its conflict of law principles.
10.4 Amendment: These Terms and Conditions may only be amended, supplemented, or modified by
Photographer by updating the hosted version at the designated URL, with such changes effective upon posting.
Continued use of the Services after such changes constitutes acceptance of the amended terms.
10.5 Entire Agreement: These Terms and Conditions, together with the accompanying Proposal,
constitute the entire agreement between the parties with respect to the Services and supersede all prior
agreements, understandings, or representations, whether written or oral.
10.6 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that
provision shall be severed, and the remaining provisions shall remain in full force and effect. The parties agree
that the invalid provision shall be reformed to the extent necessary to make it enforceable.
10.7 Assignment: Client shall not assign or transfer this Agreement or any rights or obligations
hereunder without Photographer’s prior written consent, which may be withheld at Photographer’s sole
discretion. Photographer may assign this Agreement to a successor entity in the event of a merger, acquisition,
or sale of its business.
10.8 Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved
through mandatory mediation in Orlando, Florida, before a mutually agreed mediator. If mediation fails within 30
days, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association in Orlando, Florida. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
10.9 Independent Contractor: Photographer is an independent contractor, and nothing in this
Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.
Page 5 of 610.10 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of Photographer. A waiver of any breach shall not constitute a waiver of any subsequent breach.
10.11 Counterparts: The Proposal may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Electronic signatures on the
Proposal shall be deemed valid and binding.