Dan Smarg Photography

Multimedia Content Production & SEO Strategy Services Contract

for

CONTRACT TYPE:

Single Project OR Monthly Recurring Services

A Single Project is defined as an “on-demand” Multimedia Content Production that will occur on a single date or multi-day shoot. At its conclusion, Customer will be presented with a Final Content Delivery that will be available for NON-Exclusive Commercial or Editorial Use. Single Projects may lead into Monthly Recurring Services. If Customer wishes to engage recurring services, those must be separately discussed and agreed upon in a Monthly Recurring Services Agreement Contract.

A Monthly Recurring Services Agreement Contract is defined as: “Ongoing SEO Content Strategy, Live Media Coaching Sessions, RAW Multimedia Content Ideation & Production, Included Multimedia Commercial Licensing, Multimedia Editing & Online Posting.” These Multimedia Production Services & SEO Consultation will continue automatically every month from the date of Contract’s inception until it is terminated or amended by either party, Customer or Dan Smarg Photography (hereby referred to as, “Photographer”).

Agreement Activation Date

This Service Agreement Contract is mutually signed by both “Customer” | “Collaborator” and “Photographer” on:

Month, Day, Year

DAN SMARG PHOTOGRAPHY CUSTOMER | COLLABORATOR

Customer | Collaborator Name

of or represented by:

Company | Legal Entity Name

Requests DAN SMARG PHOTOGRAPHY (Dan Smarg / Photographer) or Subsequently Appointed Proxy Service Provider to Complete or Execute…

"Totally Awesome Multimedia Content Shoot"

DESCRIPTION OF PRODUCTS & SERVICES

Insert an Emmy-worthy summary of your business’ lifestyle ad here!

On this date and time, below, Dan Smarg, (“Photographer”) owner of DAN SMARG PHOTOGRAPHY or a subsequently named proxy Service Provider operating under the terms of this Agreement will arrive at a location of the Customer’s choice to provide the Multimedia Content Creation and/or SEO Strategy Services described:

Shoot Date | Call Time

SHOOT DATE SCHEDULING & ALTERATIONS

Photographer and Customer agree to collaboratively produce content on the date listed above.

Unless otherwise requested by Customer, Customer hereby agrees to allow Photographer to make any and all arrangements to produce Multimedia Content per the terms of this Agreement. Subject to at least three (3) business days approval, Photographer and Customer may request a change to the agreed-upon schedule without any formal amendment to this Services Agreement. Any changes should be documented via email or SMS text message to ensure the new Shoot Date is mutually recognized and approved.

If further material changes such as desired content or overall scope of the shoot changes, a new Service Agreement must be drafted and approved by both Customer and Photographer to ensure mutually desired terms are properly documented and satisfied.

SHOOT CANCELLATION POLICY

A minimum of three (3) Business Days notice is required for full cancellation of this Multimedia Content Production Date by Customer or Photographer to allow for ample REscheduling.

Photographer and Customer must agree upon Shoot Cancellation in writing via email or SMS text so both parties are sufficiently notified. Any cancellation made by Customer less than three (3) Business Days prior to Shoot Date will result in a full, NON-refundable retention of the Shoot Deposit. Any cancellation made by Photographer less than three (3) Business Days prior to Shoot Date will result in the forfeiture of full Deposit Fee. However, if the cancellation is initiated and documented in a timely manner, all Deposit Fees shall be fully refunded to Customer.

Should rescheduling dates and times be required, those shall be proposed by BOTH Parties to facilitate the process to find a suitable alternative opportunity to fulfill the terms of this Services Agreement. For Ongoing Monthly Services, these dates and times will vary and shall be booked on a “rolling” basis.

Any additional costs incurred, refunds or remuneration related to Pre-Production such as rental equipment, talent acquisition or crew hiring shall also be fully reimbursed to Photographer or Customer no later than thirty (30) business days from the date of cancellation. If any additional time is required by either party to secure refund amounts, it must be done so in writing with a clear stipulation of when such funds will be disbursed.

PROPOSED SERVICE LOCATION | CITY

Greater Flathead Valley, Montana Service Area

Customer agrees to notify Photographer of preferred Shoot Location prior to issuing this Service Agreement. If the proposed location changes prior to the Shoot Date, Customer agrees to notify Photographer no later than three (3) business days prior to Shoot Date. Compensation for Travel Time, Mileage and Overnight Accommodations may apply.

MULTIMEDIA CONTENT PRODUCTION SERVICES & FEES

CONTENT, SEO STRATEGY & GENERAL CREATIVE SERVICES FEES

To engage Photographer to produce original commercial or editorial Multimedia Content on the specific Shoot Date listed above, OR in an ongoing monthly capacity, New Customers agree to pay a 50% Deposit of the “Total Creative Fee” listed below. If the estimated Production Budget does not mandate a Deposit, Photographer may also waive Deposit Fees at his discretion.

When the shoot is completed and content ready to be delivered in the form of a Final Content Delivery (defined BELOW), the Service Deposit Fee will be applied to the total sum owed (Noted below as: “Total Creative Fee”) and submitted to Customer via a Final Invoice Statement outlining all Services and Multimedia Content produced and furnished to Customer.

Only the remaining balance for Creative Fee and any Commercial Licensing Fees are due upon Final Content Delivery.

SERVICES PRICING | PRODUCTION COSTS

Pricing on all Services is based on minimum production costs and may include a minimum Deposit for booking/scheduling. Unless otherwise requested or invoiced, Customer is responsible for compensating Photographer for all Services rendered to execute this Services Agreement regardless of any “posted” or “listed pricing” online or otherwise. Therefore, it is the responsibility of the Photographer to discuss all Production parameters with Customer prior to signing this Services Agreement and to clearly stipulate any additional fees for Services hereby rendered prior to signing.

Ancillary production costs (Example: Special Locations, Props, Talent, Vehicles etc.), and miscellaneous considerations or applicable fees with relation to the photoshoot/content creation must be paid in full by Customer.

All Services purchased online will be applied as an equal value credit to Customer’s final billing statement. Final Service Fees may vary depending on optional considerations such as Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc.

Upon initial consultation, Photographer and/or Customer will provide this Services Agreement and an itemized invoice including all additional production considerations pending mutual approval a minimum of three (3) business days prior to Shoot Date.

Upon Customer’s payment of deposit and signed approval of this Services Agreement, this Agreement and any additional costs related to the production will be binding.

MISC. ADDITIONAL PRODUCTION COSTS

All Services pricing given verbally or listed online are based on minimum or estimated production costs. However, all Productions are entirely subjective and therefore subject to additional creative fees.

Final or Additional Service Fees may vary depending on optional considerations such as additional Crew, Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc. Photographer specializes in custom-content creation and brand engagement technology, but may provide additional production needs as requested. All Services must be mutually agreed upon a minimum of three (3) business days prior to Shoot Date.

Upon initial consultation, Photographer will determine what Customer’s content creation needs are then provide an addendum to this Services Agreement if any creative aspects evolve or substantially change. In such cases, a comprehensive itemized invoice will be submitted including all Additional Production Considerations pending Customer’s approval before Shoot Date is scheduled.

Total Proposed Single Project or Monthly Recurring Creative Fee:

$XXX.00 USD

“Total Proposed Project or Monthly Recurring Creative Fee” represents the full amount due for a Single Project OR Monthly Recurring Contract for creative production services excluding Commercial Licensing and any additional Pre-Production or Post-Production costs incurred.

Specifically for Monthly Recurring Multimedia Content Production Service Agreements, Photographer may, at his discretion, waive Deposit Fees, Licensing Fees or any other Ancillary Fees per Production parameters. However, both parties hereby agree that those fees are likely to be discussed as separate elements of Production prior to the issuing of this Services Agreement and subsequently combined to simplify and facilitate this Services Agreement.

Total Collaboration Commission Fee(s):

XX%

Paid By:

FULL LEGAL NAME

Paid To:

FULL LEGAL NAME

NON-Monetary or LICENSING-ONLY Services Agreements: Total Collaboration Commission Fee(s) are to be determined for Service Agreements designed to mutually promote BOTH Parties. Defined in greater detail below, these Contracts are typically reserved for POTENTIAL Customers or for Entities that Photographer has approached on a “speculative basis” for the purposes of business development.

Commercial Customers: Defined as Customers who will directly benefit in a commercial or strictly / partially FOR-PROFIT way as a result of utilizing Multimedia Content or SEO Strategy Services. If Customer is a “Paying Customer.” While the elements of a collaborative or commission-based Service Agreement may also occur, they are not the principle for of consideration or compensation that will validate this Servies Agreement and can therefore be disregarded as “$0” for Collaboration Commission Fee(s).

Commission Fees are designed to benefit BOTH Parties until such time that this Services Agreement is either amended or terminated. Additionally, Collaboration Commission Fees are designed to promote Direct-Referral Compensation to either or both party(ies) - Photographer, Dan Smarg Photography, or to Customer, Company, Collaborator or Third Party Legal Entity.

Commission Fees are determined via prior verbal agreement between interested parties and secured by the signing of this Services Agreement. Total Commission Fees to be paid by either party are based on the above-state percentage of the Gross / Face-Value Services, Product Sale or “Experience” rendered by either entity.

Production Security Deposit Fee:

$XXX.00 USD

Deposit is applied towards Total Creative Fee. Remaining Balance of Creative Fee due upon final Content Delivery. Full Deposit must be submitted a minimum of three (3) business days prior to Shoot Date to activate this Service Agreement Contract and ensure Multimedia Content is produced in a timely manner.

COMMERCIAL MUTLIMEDIA CONTENT LICENSING

FEES & EXCLUSIVE CONTENT RIGHTS

If Customer intends to use any Multimedia Content created by Photographer or its proxy Providers for Commercial (FOR-PROFIT) Use, Commercial Content & Intellectual Property Licensing Fees are required by U.S. Copyright Law.

All Commercial-use of Multimedia Content is the EXCLUSIVE Right of Dan Smarg Photography. All Customer or Third-Party usage must be stipulated and licensed under the terms of this or another Service Agreement. Any NON-authorized commercial, editorial or “personal” use or distribution is strictly prohibited outside the Terms of this Service Agreement.

Customer hereby acknowledges and agrees to abide by U.S. Copyright Law. For Single Project Multimedia Content, Dan Smarg Photography / Photographer shall submit a Multimedia Permissions Form to further outline the associated costs of licensing the Multimedia Content for commercial-use to Customer. For Monthly Recurring Services Contracts, all Commercial-Use rights are included for the duration of the contract. If this Service Agreement is terminated by either Party, Customer agrees to complete a Multimedia Permissions Form to clealry outline the intended ongoing use of any and all Multimedia Content or SEO Strategy furnished by Photographer under the Terms of this Services Agreement.

EXCLUSIVE-Use Rights may be requested by Customer and considered by Photographer, but are not implied nor required to be issued. Pending a separate and specific Exclusive Rights licensing negotiation, dissemination and distribution discovery process, as well as an independent review of and for a contract for such Exclusive Commercial-Use Rights, no such Exclusive rights are hereby implied nor granted. All Exclusive Commercial Content Rights are retained by Dan Smarg Photography / Photographer unless otherwise stipulated under adherence to and protection of U.S. Copyright Law.

In addition to the Terms of this Service Agreement, Customer agrees to complete, submit and comply with all terms stipulated within the Dan Smarg Photography Commercial Licensing Agreement if specifically requested. The Multimedia Permissions Form and Dan Smarg Photography Commercial Licensing Agreement as well as any associated licensing documents submitted to and digitally signed by Customer are hereby considered Official Addendums and therefore, equally and irrevocably binding under the terms of this Services Agreement

If Customer does NOT intend to use the Multimedia Content produced under this Service Agreement “For direct or indirect profit, promotion or marketing purposes,” all NON-Exclusive “Personal / Private Use” rights to possess, digitally post or disseminate the Multimedia Content are hereby granted by DAN SMARG PHOTOGRAPHY (Dan Smarg) / Photographer. If Customer has any questions about the intended use of the Multimedia Content, Photographer requests any and all concerns be addressed prior to signing this Service Agreement so all parties are fully complicit and compliant with U.S. Copyright Law. Customer may learn more by reading Photographer’s Licensing Blog Post: “Commercial-Use Multimedia Licensing Explained". Learn more…

If the use of the Multimedia Content produced under this Service Agreement changes in any way or becomes “FOR-PROFIT” / “Commercial” after its Date of Delivery, Customer agrees to notify Photographer in each occurrence in-writing prior to content dissemination and hereafter in-perpetuity. Failure to notify Photographer of commercial use and to secure Commercial-Use Licensing for Multimedia Content may result in a U.S. Copyright infringement lawsuit and or related penalties under such State or Federal Laws.

All Commercial Licensing Fees will be estimated and notated within this Service Agreement. Licensing Fees are subject to change at any time pending a review of for-profit commercial-use. As such, Customer’s ongoing use may require a RE-evaluation of these licensing terms and thus, Photographer, at his own discretion and at any time, may request Customer to RE-submit a new Multimedia Permissions Form as part of the process of re-evaluating commercial usage. Customer hereby agrees to inform Photographer of any changes to usage and also to re-submit said form at any time.

All totals, including content-use changes or modifications will be assessed and itemized for Single Projects on Customer's Final Invoice and noted below in this Service Agreement. ALL Licensing Fees must be paid in full upon Final Content Delivery.

Estimated Commercial Licensing Fees:

$XXX.00 USD

Determined by Multimedia Permissions Form discovery process.

To be submitted prior to Multimedia Content Production and amended or revised if necessary upon Final Content Delivery.

Learn more…

TRAVEL & TRANSPORTATION COSTS

TRAVEL TIME | MILEAGE LIMITS & FEES | OVERNIGHT ACCOMMODATIONS | PARKING | FOOD PER-DIEM

Customer acknowledges that Photographer offers Creative Services within a “reasonable driving distance” in a thirty (30) mile Service Area range of Photographer’s principle place of business: Whitefish, Montana. This Service Area is referred to as: “Greater Flathead Valley, Montana Service Area.”

Photographer may be contracted to work outside the Greater Flathead Valley, Montana Service Area, however additional travel costs and fees may be incurred. Photographer reserves the right to itemize such costs for Customer’s approval and will clearly outline all projected ancillary fees in this Service Agreement.

Photographer agrees to travel to a location of Customer’s choice within the GFV Service Area to provide Creative Production Services in accordance with this Service Agreement. Distance to Shoot Location shall not exceed thirty (30) miles of Service Area without additional time and mileage compensation. If distance to Customer’s required location does exceed the thirty (30) mile Service Area included within the scope of compensation for this Services Agreement, Customer is required to notify and properly compensate Photographer in accordance with Regional and Federal Labor Laws:

A Federal Mileage Fee of “$.67 USD cents per mile driven for business use” will be assessed along with an “Estimated Round-Trip Travel Time” to and from Shoot Location. Customer agrees to compensate Photographer’s ERTTT "round-trip, to-and-from" Production's Location according to Montana State Minimum Wage: $10.30 per hour worked (spent traveling). If Multimedia Production Services take place beyond the borders of the State of Montana, Customer agrees to pay the standard minimum wage in the state where services are rendered. All such fees are subject to approval by both Dan Smarg Photography and Customer, but Customer hereby acknowledges that Photographer will submit a Services Estimate / Multimedia Production Proposal consummate with any and all reasonable considerations herewith.

If Shoot Location or the nature of the Creative Services provided by Photographer require Overnight Accommodation or Multi-Day Stays, Customer must notify Photographer prior to signing this Services Agreement. If the projected timeline for Production changes, and overnight stay is required, Customer agrees to notify Photographer no later than three (3) business of Shoot Date.

Customer agrees to secure “reasonable and professional” overnight accommodation arrangements for Photographer for the total days/nights required to complete the Production. If Customer is not able to secure or pay for such accommodations in advance of Photographer’s arrival, Photographer must keep a detailed record of any charges directly related to overnight accommodations such as hotel stays or “Resort Service Fees” incurred. No personal expenses incurred by Photographer during such stays shall be reimbursed unless otherwise stipulated by Customer.

Photographer considers catered Productions and any snacks or food provided by Customer as a professional courtesy. However, Customer is not required to provide catered food services “on set.” If Customer requires Photographer to stay on-location for multiple days/overnights, Photographer respectfully requests Customer to allow for a minimum of $30.00 USD Daily Food Stipend to cover basic food costs while executing this Services Agreement.

Any and all costs relating to Travel Time, Mileage, Overnight Accommodations or Daily Food Stipends must be fully documented by Photographer and compensated by Customer. Both parties agree to abide by all “reasonable and professional” estimates of various subjective factors such as weather and road conditions etc. while documenting such costs for invoicing purposes. All totals shall be submitted as detailed line items in Photographer’s Final Invoice to Customer and must be fully paid prior to final Content Delivery.

Airline, Train or Third-Party Taxi Transportation, Overnight Accommodations & Parking Estimate is based on projected costs, but subject to change pending travel variables.

Any and all costs relating to Travel must be fully paid by Customer prior to Multimedia Production in order to cover any and all "out-of-pocket" expenses incurred by Photographer before arrival on location. Any additional travel expenses incurred will be included in Customer's Final Invoice and must be fully paid upon content delivery.

All Estimates & Totals listed below are subject to change and must be approved by both Customer and Photographer prior to concluding Single Project Contracts or continuing ongoing Monthly Multimedia Content Production Services.

Total Mileage Estimate:

Estimated Total Miles outside 30mi Limit:

$XXX.00 USD

Total Travel Time Estimate:

Estimated Total Hours outside 30mi Limit:

$XXX.00 USD

Total Per-Diem Estimate:

$XXX.00 USD

Total OVERALL Travel Related Expenses Estimate:

$XXX.00 USD

All Estimates are subject to change at any time and subject to review and approval by BOTH Parties prior to Final Content Delivery and Final Invoice Payment.

MULTIMEDIA PRODUCTION EQUIPMENT & RENTAL FEES

Unless otherwise stipulated in-writing, ALL Multimedia Content Production Lighting / Grip Gear & Equipment is included to “produce premium, broadcast quality content” in the specified Multimedia Production Service Rate outlined above. Should additional Fees be required, they will be listed BELOW as a “Total Equipment Rental Estimate” fully outlined in the Final Invoice. Customer may request and Photographer agrees to submit an itemized / line-item spreadsheet along with any supporting documentation for review at any time.

Additional Rental Fees may apply for further customized multimedia content production that exceeds standard production quality criteria. Additional Rental Fees apply for productions on which Photographer is hired in an “Associate Field Producer” capacity, but also requested to capture multimedia content during production.

EXAMPLE: Customer requests an interview of business owner & staff that can easily be captured using natural lighting, but Customer requests that the footage be "professionally lit." Dan Smarg Photography reserves the right to estimate and include additional equipment rental fees for a custom lighting package subject to approval prior to services deposit submission.

Gear Rates: Photographer's Equipment Rental Rates shall be presented to Customer prior to submitting the deposit. All other equipment rental rates are subject to third-party pricing and subject to availability. All rental rates / estimates shall be approved by Customer prior to submitting Deposit.

All Multimedia Production Equipment & Rental Estimates / Totals listed below are subject to change and must be approved by both Customer and Photographer prior to concluding Single Project Contracts or continuing ongoing Monthly Multimedia Content Production Services.

View > Gear Rental Rates

Total Equipment Rental Estimate:

$XXX.00 USD

SEO STRATEGY | MARKET ANALYSIS | SHOOT LOCATION SCOUTING | PRE-PRODUCTION | SPECULATIVE CONCEPT IDEATION SHOOTS | ADDITIONAL CREW | PRIOR-TO-SERVICE FEES

Single Project or Ongoing Monthly SEO Strategy | Market Analysis | Ideation | Concept Design consists of advanced, omni-channel / multi-source market research, media comps or conversion metric analysis, trending media posts or marketing case-study review, and multimedia content conceptualization. For Single Projects Productions, these services are generally assessed and billed on an hourly basis per Montana Minimum Wage: $10.30. Unless otherwise stipulated, these “SEO Strategy Services” are generally included in all Monthly Recurring Services Contracts.

Scout Location / Pre-Production Fees: May include, but are not limited to any specific ideation or location-based scouting or travel or “Speculative Concept Shoot(s)” that may occur. These “productions” are defined as “Multimedia Content Capture for the purposes of ideating or spec’ing out the proposed Final Content Delivery.” For Monthly Recurring Services Contracts, Photographer reserves the right to assess overages and fees, present them to Customer for review and subsequent supplementary payment over and above the agreed-upon monthly billing fee.

Customer hereby approves the use of such productions as part of the overall “Creative Process.” Photographer agrees not to engage in or bill for any such speculative content production without the express intent to deliver similar results to Customer as part of the Final Content Delivery. Customer is invited, but not required, to join Photographer on any such Pre Production outings or strategy sessions and to actively participate in the conceptual ideation process.

Additional Crew a.k.a. “Second Shooters, Lighting Technicians, Grip Specialists, Production Assistants” etc may be required to optimize the Multimedia Content Production stipulated in this Services Agreement. If Additional Crew is required or would significantly optimize or facilitate the multiimedia content production process, Photographer will endeavor to notify Customer with enough time to clearly outline why increasing the budget to accommodate for and secure Additional Crew is beneficial. Customer has final right of approval for all such costs.

Prior-To-Service Fees: In addition to the Service Deposit Fee and Multimedia Content Production Creative Fees, Customer hereby agrees to fully compensate Photographer for all Sub-Contractor or Third-Party Crew Booking or Prior-To-Service Fees (such as Content Pre-Production Producing, Location Management Services, Talent Acquisition, Legal Documentation Procedures etc.), prior to the Shoot Date.

If no such fees are incurred, Customer is not required to cover any other Pre-Production | Ideation Costs.

If any Pre-Production costs are incurred after the signing of this Services Agreement, but prior to the Shoot Date, Photographer agrees to fully document those costs and submit them as individual line items in the Final Invoice to Customer prior to Content Delivery. Customer is required to pay any such costs related to the direct production of Multimedia Content under this Services Agreement prior to final Content Delivery.

TOTAL Estimated Pre-Production Fees:

$XXX.00 USD

POST-PRODUCTION IMAGE RETOUCHING & MULTIMEDIA CONTENT EDITING FEES

All RAW (UN-edited) Multimedia Content will be furnished upon Customer request or Final Content Delivery for both Single Project or Monthly Recurring Multimedia Content Production Contracts.

Unless otherwise stipulated via this Services Agreement Contract OR via a Customized Multimedia Content Production Service Package that INCLUDES Post-Production in the content deliverables, NO post-production services are hereby offered nor implied for ALL Single Project Service Agreement Contracts.

The Post-Production “Media Mastering” Process is specifically omitted from Single Project-related services because Photographer recognizes that Customer may choose a Third Party or an “internal” Media Manager to handle all processing and distribution of Multimedia Content. This aspect of the overall Production Process is also consciously eliminated from the Total Creative Fee (listed ABOVE) as a way to mitigate the overall “cost of Multimedia Content Production” for Customer. Photographer recognizes this is an “unconventional” approach to Media Delivery, but is nevertheless the elected methodology and preferred modus operendi.

At Customer’s verbal or written REQUEST, Single Project Service Agreements shall include an Estimated Post-Production Fee (Listed BELOW). An initial estimate will be provided prior to production, but final Post-Production Times may vary and are subject to variables such as Customer review and standard editing processes.That fee is subject to change pending total time allocated to reach optimized quality for Final Content Delivery. Also subject to review and approval by both parties, Customer and Photographer.

If Customer requires partial or hollistic Post-Production Services, they are encouraged to REQUEST these services prior to Multimedia Content Production so a nominal “bone fides” fee of intent can be secured along with the Production Deposit. This fee is paid in full prior to Multimedia Content Production because Photographer will spend a nominal number of hours preparing photographic images or video footage for the editing process. This includes, but is not limited to: Media Uploading, Processing, Content Selection, and Rendering Time.

Image Retouching or Multimedia Content Editing Fees are listed on the Services / Payments web-page and subject to change or modification at any time. Initial estimates are presented to Customer prior to Multimedia Content Production. All Final Post-Production “Media Mastering / Editing Fees” are subject to change and shall be presented to Customer via Final Invoice and must be fully paid upon or within five (5) business days of Final Content Delivery.

All Monthly Recurring Multimedia Content Production Agreements GENERALLY INCLUDE all Post-Production Services. Unless otherwise stipulated by addendum to this Service Agreement, Photographer agrees to provide Customer with “ongoing” multimedia content for review and continued posting. This includes, but is not limited to, the requisite “premium broadcast quality productions standards” as deemed by Photographer upon delivery.

Estimated Post-Production Fees:

$XXX.00 USD

TOTAL BALANCE(S) DUE TO ACTIVATE THIS SERVICES CONTRACT

Total Balance Due To Secure Initial or Ongoing Monthly Multimedia Production:

$XXX.00 USD

ALL ESTIMATED Multimedia Content Production Deposit Fees + Pre-Production Costs + Post-Production Estimate / Bone Fides Fee

Total Balance Due Upon Final Content Delivery:

$XXX.00 USD

All Remaining / Final Creative Fees + Commercial Licensing Fees + Any Additional Pre-Production Costs + Post-Production Costs may vary.

ALL FINAL Fees & Costs may vary depending on Customer requests or unforeseen production variables. All changes must be made in writing prior to Shoot Date and submitted as line items on Final Invoice prior to Final Content Delivery.

Payment Schedule: All Deposits must be made prior to Multimedia Production. All Final Balances due must be made prior to content delivery and no later than the stipulated time below.

GRAND TOTAL ESTIMATED SERVICES COST:

$XXX.00 USD

Estimated Total of All Creative Fees + Pre & Post Production Fees + Applicable Commercial Licensing Fees

*Final Cost To-Be-Determined & Invoiced upon Final Content Delivery

The Total Estimated Services Cost ( Sum Total of: Creative Fee + Pre & Post Production Fees + Applicable Commercial Licensing Fees etc.) is stated above and shall not be altered unless additional services are requested or rendered. In such a case, an Addendum Services Agreement will be submitted to Customer for written approval prior to Shoot Date or final Content Delivery.

Customer agrees to pay the total value of all Services rendered: Total Estimated Services Cost ( Sum Total of: Creative Fee + Pre-Production Fees + Applicable Commercial Licensing Fees ). All outstanding balances due upon Multimedia Content Delivery Availability. Content shall not be delivered to Customer until full balance payment is made.

Once notification of pending final content delivery is made in writing by Photographer, Customer has five (5) business days to complete total payment without penalty. A 10% Late-Fee for all Services rendered will be assessed for each additional day any outstanding balances are not paid.

SINGLE PROJECT OR MONTHLY SERVICE PAYMENTS

ONE-TIME | RECURRING BILLING

Customer agrees to pay Dan Smarg Photography | Photographer the full balance due for single / individual projects / productions via check or electronic ACH transfer upon or within five (5) business days of Final Content Delivery without Late Fee penalty.

For all Monthly Recurring Multimedia Content Production Service Agreement Contracts, Customer hereby agrees to pay Dan Smarg Photography / Photographer on an ongoing 30-Day interval starting with the date of this Service Agreement. Customer may request to pay via TWO separate payments on the 1st and 15th of the 30-Day “month” cycle - beginning with the signing / submission date of this contract. Beyond the initial Deposit Payment, aka “Consideration” paid by Customer to validate, activate and authorize this Services Agreement, payments must be made in-full based on this interval:

Customer Payment Interval Via

ONE-TIME | 1X MONTHLY PAYMENT

2X MONTHLY PAYMENTS

In the case of an ongoing month-to-month Service Agreement, the full monthly balance is due at the end of every 30-Day Period or bi-monthly interval in order to maintain the Service Agreement weather multimedia content is produced or not within that period. (See specific TERMS below). This is intended as an “In Good Faith” payment to be rendered as compensation for ongoing multimedia and SEO strategy, preparation for pre, location-based or post production services rendered or intended to be rendered at a future date.

For convenience and as a courtesy, it is incumbent upon Customer to determine what amount to pay Photographer and at what interval(s), however, PAYMENT IN FULL is due every thirty (30) days.

LATE PAYMENT PENALTY

Customer hereby agrees to adhere to the Payment Interval stipulated above. If, for any reason, Customer is unable or unwilling to meet payment obligations for Single Project or for Monthly Recurring Services, Customer agrees to notify Photographer in-writing. In-good-faith, Photographer agrees to be “flexible” with Customer’s payment requests and MAY determine a “Grace Period” or “Waiver” can be observed pending review and evaluation of circumstances. If Photographer determines such a delayed payment or waiver of payment or Late Fees is acceptable, Photographer will respond to Customer’s in-writing and clearly stipulate a “Due Date” for a specific outstanding payment balance. Customer hereby agrees to comply with those Terms set forth in such communications, however, any TEMPORARY waiver or reduction in Service Fees or Late Fees does NOT constitute an ongoing addendum to this Service Agreement. It is strictly a one-time OPTIONAL “favor” granted by Photographer - and subject solely to his discretion.

Late Payment Fees: If Customer fails to pay Photographer after Final Content Delivery for a Single Project or on the agreed-upon monthly interval for a Monthly Recurring Multimedia Content Production Service Agreement Contract, Customer is considered to be “in default / breach of contract” and therefore will be assessed a 10% LATE FEE for every day beyond five (5) business days after the original payment due date (Final Content Delivery).

Example: If Customer owes Photographer $500, then a $50 DAILY Late Fee will be assessed for every day beyond five (5) business days Payment Period.

Total Outstanding Balance Payments: Photographer may choose to cease all Multimedia Production Services until any Outstanding Balance Payment is received. If Outstanding Balance Payment is NOT received within thirty (30) days of the original Final Content Delivery date, this Service Contract is considered “suspended pending review.” Photographer is not obligated to perform additional Services until such a review is made. Customer is immediately required to pay the final 30-Day Termination Period Fee (Outlined BELOW) in addition to any and all Outstanding Balance Fees (including Late Payment Fees).

Customer hereby acknowledges that Late Payment Fees and 30-Day Termination Fees are COMPOUNDING until fully resolved voluntarily, via legal settlement or by District Court Order.

MULTIMEDIA CONTENT PRODUCTION & DELIVERY

PERFORMANCE OF SERVICES & FINAL CONTENT DELIVERABLES

“Multimedia Production Quality:” Photographer hereby agress to adhere to professional, premium broadcast television standards for any and all Multimedia Content produced under the Terms of this Service Agreement. Photographer may, at his sole discretion, determine the “best” or “optimal” means or forms of content capture. The resolution, lighting, frame-rate, image composition and ALL other Creative Aspects of Production are wholly the responsibility and under the control of the Photographer. Customer is encouraged to provide active input and to participate in the Production Process, making suggestionso or specific content-capture requests, however, Customer hereby agrees to allow Photographer to make the "final decision” about how to actually capture any and all Multimedia Content under the Terms of this Service Agreement.
Individual or Monthly Recurring Multimedia Production Requests | Assignments | Projects: Customer may request or notify Photographer in writing of Multimedia Production Assignments, Projects or any Production or Marketing “needs / objectives.” If none are stipulated, Photographer will endeavor to propose specific SEO-Optimizing Multimedia Content to be produced. Customer will agree to or amend any such recommendations and make final approval in-writing for any Productions.
Multimedia Production Scheduling: Photographer requests to handle all Multimedia Production preparations and scheduling to streamline the Production Process. Customer may make specific requests about timing, location, etc, but is asked to allow Photographer to make all final arrangements and handle all official communications in an effort to properly align all the “moving parts” without Customer involvement or interference. This is simply to “keep it simple” so there are no miscommunications or expectations set, implied or discussed that Photographer is not aware of first-hand. That way “everyone is on the same page” prior to and after all Productions.
Final Content Delivery Deadline | Estimated Delivery Dates & Rolling Content Delivery Schedule for Monthly Recurring Contracts: If Customer requests Photographer to deliver Multimedia Content by a specific date for a product release or ad campaign, for example, Photographer will endeavor to accommodate Customer’s request. Pending review and approval, Photographer may voluntarily elect to deliver all content to Customer by a specific date. Otherwise, Customer can expect Photographer to submit a Final Content Delivery “as soon as possible” pending Photographer’s schedule and availability via an “Estimated Delivery Date.” Photographer is not required to deliver content prior to any estimated date. However, Photographer will endeavor to do so or notify Customer of any potential delays. Alternatively, Customer may request Expedited Rush Delivery Services (Outlined BELOW) for a Rush Delivery Fee. For ALL Monthly Recurring Multimedia Content Production Services Agreement Contracts, Customer hereby agrees to a “rolling content delivery schedule.” Due to the nature of “ongoing” monthly contracts, no specific deadlines for Final Content Delivery are hereby implied nor projected. If Customer has a specific Content Delivery deadline that must be met for a product launch or digital ad campaign, for example, Customer may notify Photographer of the desired delivery date and Photographer will endeavor to accommodate pending review. Expedited Rush Delivery Fees may still apply.
Expedited Rush Delivery Services: Customer hereby acknowledges that any Single Project or Monthly Recurring Multimedia Content Production Services Agreement Contracts does not mean that Photographer “works for” or is exclusively contracted to service Customer’s multimedia production requests. Photographer’s schedule may vary and Customer is requested to respect that. If Customer ever needs Final Content Delivery by a specific date or time that was not previously stipulated in writing or verbally, Customer may request an Expedited Rush Delivery that will be reviewed and potential fees assessed. Subject to approval by both parties, Customer and Photographer. Photographer will always endeavor to accommodate Customer’s request(s) without assessing fees.
Multimedia Content Asset Volume: Due to the subjective nature of single production OR ongoing / recurring monthly Service Agreements, pending schedules, varying production requirements, delays, budgetary constraints etc, NO SPECIFIC VOLUME of multimedia assets or delivery is hereby implied nor granted. At his sole discretion, Photographer determines the total volume of multimedia content to be delivered to Customer consummate with the terms and budget outlined in this Service Agreement. Regardless of the total volume of content Photographer produces and delivers, Customer agrees to pay Photographer for single project content OR continued content delivery via monthly payments every thirty (30) days. If Customer wishes to “increase” the volume of multimedia content produced, a written request must be issued to Photographer. If Photographer deems that additional Multimedia Content will exceed the value of current payments received, Photographer may request to temporarily or permanently amend Monthly Services Contract to increase overall production budget. (See Addendums & Amendments BELOW…)
Customer’s Right To A Timely Delivery: Photographer agrees to complete the production of Customer’s Multimedia Content in a timely and professional, “premium broadcast quality” manner as well as provide Customer with the following unless otherwise stipulated. Similarly, Photographer will endeavor to deliver Multimedia Content in a “timely” manner, but reserves the right to deliver it up to the full extent of the allotted twenty (20) business day delivery period.
Optional Use of Sub-Contractors: Due to the potential for scheduling conflicts, Photographer agrees to personally perform or sub-contract or, if deemed necessary and approved by Customer, refer one of its professional affiliate Digital Content Producers (hereby also referred to as “Photographer(s)” for the purposes of this agreement) to capture premium, broadcast quality digital photographs/digital content as per the Terms of this Service Agreement, allowing for independent artistic expression and professional discretion to achieve Customer’s commercial or curated content objectives. Any Third Party / Proxy Producer will operate as a Sub-Contractor to Dan Smarg Photography and is therefore also responsible for operating under the Terms of this Service Agreement.
Production Assistants: Photographer requests Customer to appoint or provide “Production Assistants” wherever possible to facilitate and expedite the overall Production Process. This is not required, however, in Customer’s best interest, to provide assistants who are responsible for helping Photographer accomplish all Production Objectives. For particularly complicated or lengthly Productions, Photographer may request Customer to increase the budget or outright pay for more qualified or professionally / technically trained Assistants to help with Production. Customer is not obligated to approve additional funds to sub-contract those Assistants, however, Photographer highly recommends it because it ultimately serves Customer’s “bottom line.”
Content Capture Means: Photographer will use professional digital content capture skills and equipment as well as post-production management knowledge to produce exceptional quality multimedia content for Customer. Customer may review Photographer’s Gear List…
Rental Equipment | Additional Crew: As stated above, any specialized equipment or additional crew members required to reasonably and professionally capture Customer’s desired content may be rented or retained at the Customer’s request and in the legal name of the Customer or Company. Photographer may also assist in crew hiring or rental equipment reservations, pick-up or drop-off, however, Customer or Customer’s Legal Entity is solely responsible for any additional costs for crew or rental equipment etc. even if sub-contracted by Dan Smarg Photography.
Preview Content & Total Content Deliverables: If requested, Photographer will provide Customer with an optional maximum upload of three [3] RAW preview images or screen-grabs from RAW video content immediately upon capture for promotional-use or quality review. Customer will receive the top 5% of RAW selects of the total photos captured (Example: 50/1000 Images) or a specific video with a duration clearly stipulated in this Services Agreement via secure FTP server link within one [1] to twenty [20] Business Days of the scheduled photo shoot depending on total Photo or Digital Video Mastering / Editing required. Rush Delivery Services and Rush Fees may apply. More images / digital content may be requested by Customer if desired. Final Deliverables are stated above under the “Services Provided” section above or “Custom Services” section below. Any additional requests subject to Photographer approval given timing and budgetary considerations.
Additional Creative Stipulations / Content Requests or “Custom Services” such as Rush Delivery Services: Any additional creative stipulations or content capture requests by Customer must be provided in writing a minimum of three (3) business days prior to Shoot Date to allow for any additional pre-production, rental service or other arrangements to be efficiently executed per Customer’s specifications. Any “last minute” changes or requests by Customer will be considered and executed to the best of Photographer’s ability, but no guarantees are hereby implied or promised.
Final Content Delivery: Customer must clearly stipulate the final form, volume and length of the Multimedia Content to be produced a minimum of three (3) business days prior to Shoot Date to allow for sufficient Pre-Production and/or budgetary considerations / alterations. This allows Photographer to properly determine total Creative Fee. Any changes made to Multimedia Content outlines after the signing of this Services Agreement must be made in writing and an Addendum to this agreement issued and signed a minimum of three (3) business days prior to projected or proposed Shoot Date.
Ongoing / Monthly Multimedia Content Service Agreement Content Delivery: Due to the nature of “ongoing” Content Creation & Delivery Services including, but not limited to: SEO Content Strategy, Media Coaching Sessions, RAW Multimedia Content Production, Multimedia Commercial Licensing, Multimedia Editing & Posting, Photographer is not obligated to deliver a “specific” volume or “limit” of Multimedia Content to Customer. Rather, the Services Agreement automatically renews every 30 days on an “in-good-faith” basis until such time that either Party determines to terminate this Service Agreement. Terms of Service Agreement Termination outlined below.
Production Progress Reports: After each Production, Photographer will endeavor to inform or update Customer of what content was captured and how the overall Production “went.” Think of this as an “After-Action Report” in which Photographer will brief Customer on all notable aspects of any given Production. This is not a requirement, but int he interest of all Parties, Photographer will endeavor to furnish these details upon request for a Single Project or “regularly” for all Monthly Recurring Multimedia Production Contracts.
Customer Feedback & Production Notes”: Photographer requests Customer feedback and specific “Production Notes” on every Production. Customer may choose to provide these notes verbally if they are simple or, if they include specific alterations or RE-shoot requests, in-writing so Photographer can clearly understand and make arrangements to satisfy Customer requirements to the best of his ability.
FULL RE-Shoot Requests: Photographer does NOT offer “FREE” RE-shoots. Specifically, Customer may request a reshoot if he is “completely dissatisfied” with the results of the Final Content Delivery. In such a case, Photographer hereby agrees to take Customer’s feedback into consideration, but is not obligated to re-shoot any Multimedia Content without compensation. However, after review, Photographer may determine that it is in the best interest of the ongoing or future working relationship with Customer that such a re-shoot or partial re-shoot may be granted to satisfy Customer requirements / requests. BOTH Parties hereby acknowledge that the PRE-Production Process is clearly outlined in this Service Agreement specifically to avoid such circumstances. And while extremely rare, Photographer shall not “rule them out.” However, Customer hereby agrees to fully outline all Multimedia Production requirements and requests as clealry as possible PRIOR to Production to avoid any miscommunications that might lead to a need for a total re-shoot. If Photographer determines a re-shoot is mandated without compensation due to gross miscarriage of Production duties or unforeseen circumstances that lead to the breakdown of the professional Production Process, Photographer reserves the right to VOLUNTARILY re-shoot all or part of the previously requested Multimedia Material / Assets. However, if Photographer deems that the re-shoot is predicated on a lack of or unclear communication on the Customer’s part - or any other circumstances beyond his control - Photographer reserves the right to either deny Customer a re-shoot request or to issue a Re-Shoot Invoice for Customer approval PRIOR to any additional production or “re-shoot” production.
Customer “Satisfaction Guarantee:” As previously stated under the Quality Control Section, Photographer endeavors to always adhere to professional, premium broadcast quality standards for all Multimedia Content captured. As such Customer’s subjective “Satisfaction” is “Guaranteed” in-so-far as it is predicated upon Customer’s “trust” in Photographer’s ability, both technical and creative, to capture the best SEO-Optimized Multimedia Content possible to advance Customer’s marketing or business growth strategy. Photographer is hereby NOT obligated no is subject to Customer “review” on this basis. Any egregious malfeasance in this regard shall be documented and Customer may reserve the right to engage a Third Party to evaluate the “quality” if so desired.
NON-Exclusive Commercial Content Use: All NON-Exclusive Commercial Licensing for content-use is hereby included in all multimedia forms in-perpetuity unless otherwise stipulated and agreed upon under the Dan Smarg Photography Commercial Licensing Agreement. If no Commercial Licensing Agreement is signed in addition to this Service Agreement, the NON-EXCLUSIVE commercial-use of any and all content produced in execution of this Services Agreement is hereby implied and therefore granted. However, if Customer intends to use the content captured for “continued profit” (eCommerce Products, Ongoing Services etc.) or commercial promotion in local, regional or national distribution, all commercial content-use must be discussed and stipulated in writing via a Commercial Licensing Agreement (CLA). That CLA must be signed a minimum of three (3) business days prior to Shoot Date. If a CLA is mandated, Customer will be asked to review and complete a Commercial Content Licensing “Media Permissions” Form here: Commercial Licensing Explained The CLA is intended as a supplemental corollary agreement to this Service Agreement. As such, all licensing arrangements agreed upon within the context and constraints of that CLA supersede the “Non-Exclusive Content-Use” implied and granted by this Service Agreement alone. Note: Licensing may seem “overly complicated,” but Photographer will make the use of your multimedia content within the context of your stated use very simple to understand. If you have any licensing questions, please don’t hesitate to ask!
All EXCLUSIVE Rights to Multimedia Content retained by Photographer in-perpetuity in accordance with U.S. Copyright Law unless otherwise stipulated or contractually released.
MULTIMEDIA CONTENT PRODUCTION ADDENDUMS & ELABORATIONS
PHOTOGRAPHER’S PROFESSIONAL CREATIVE RESPONSIBILITY

Photographer agrees to photograph Customer or Customer’s Products and/or desired Subjects according to Customer’s creative stipulations within reasonable consideration of the described Photo Services.
Photographer also agrees to capture all content to the best of his or her ability within the prescribed time allotted. If the shoot extends beyond said time allotment, Photographer must endeavor to complete the shoot as quickly as possible to achieve Customer’s complete satisfaction as soon as possible.
SATISFACTION GUARANTEE

Customer satisfaction is Photographer’s top priority while producing RAW (unedited) multimedia content.
If for some reasonable and professional reason, Customer is NOT satisfied with the Photographer’s craftsmanship, images or content creation ability, Customer may request a re-shoot in lieu of a full or partial refund. However, Photographer reserves the right to consider and investigate all claims for re-shoots and refunds, but is only contractually obligated to execute re-shoots or issue refunds at his or her own professional discretion.
In every case, DAN SMARG PHOTOGRAPHY (Dan Smarg) and/or Photographer shall endeavor to propose the best alternative options before issuing a full refund for quality considerations. Customer agrees to thoroughly and reasonably consider all Satisfaction Guarantee alternatives and to agree to pursue the most reasonable course of action to achieve the desired creative results prior to simply demanding a full refund.
Therefore, it is incumbent upon the Customer and the Photographer to coordinate their creative and Production efforts to produce the highest quality content possible. Photographer is experienced to work in close conjunction with Customer to achieve the best creative results. Similarly, the Customer must provide clear direction and make suggestions, including creative collateral or comps, about the quality of the content prior to or during the photoshoot/content creation process.
As a result, no refund requests should come as a “surprise” to either the Photographer or Customer. Thank you for your understanding. We’re doing great work here, people!

MULTIMEDIA CONTENT REVISIONS

Photographer agrees to provide Customer with premium quality, fully edited (aka “Mastered”) content.
However, if Customer is NOT satisfied with the results, as a professional courtesy, Photographer is hereby required to provide one (1) round of “reasonable revisions.” This includes, but is not limited to, any revisions that are required to reasonably satisfy Customer’s creative objectives. If Customer requests further changes that exceed “reasonable” revision or enter into a whole new scope of post-production, Photographer may request Customer to purchase additional “Photo Mastering or Video Editing Services” on a pro-rated or hourly basis.
Fees may vary depending on Customer request.

TIME ALLOTTED & OVERTIME FEES

In the interest of all parties to expedite production and keep overall costs to a minimum, Photo / Content Services are offered with a projected time limit. Please bear in mind that this time limit (Example: “Half Day Shoot” Rate) is intended as an initial guideline for budget purposes and is based on the Photographer’s years of professional production experience. All timelines are designed to maximize Content Deliverables, but also maintain a strict adherence to Customer budget. However, production timelines are subject to change with the following considerations and stipulations:
Both the Customer and Photographer are requested to adhere to the initially agreed-upon time limitations. Example: Photographer agrees to adhere to a “Half-Day Shoot Schedule” and not extend to a Full-Day unless previously agreed upon by Customer. And Customer agrees not to “expect” Photographer to render additional services or offer extended production times without proper consideration or monetary compensation. Therefore, if it is determined by both parties that additional time is needed to complete the shoot, Customer and Photographer may mutually decide to continue via verbal or via written (email etc.) stipulations. In other words, we will get you everything you need and are happy to go the extra mile, but please be considerate of the time and resources required to produce exceptional content!
If Customer determines more time is necessary, Photographer will maintain an accurate record of what additional time is used to complete the shoot. Both parties must respectfully acknowledge that a significant period (over an hour) of additional time required to complete a shoot implies that the Customer will pay an extra fee of 20% the initial value of the initial Creative Fee (stated above) per additional hour in production. (Example: $100 per hour of over-time on a $500 Creative Fee for a Half-Day Shoot)

FINAL CONTENT DELIVERABLES & ADDITIONAL POST-PRODUCTION PROCESSING
Included with Creative Fee, Photographer agrees to submit every fully mastered image or fully edited video Customer specifically requests via this Services Agreement. Therefore, all Post-Production required to deliver Customer’s content must also be discussed and agreed upon in this Services Agreement prior to Shoot Date. Any and all additional Post-Production Services rendered are subject to the “Time Allotted & Overtime Fees” clause pending approval by both parties. Generally speaking, all Post-Production and multimedia processing for premium quality standards is included with the original Creative Fee.
However, if Customer requires additional “improvements” to Multimedia Content, any additional time or resources to achieve premium quality results are subject to invoicing and Customer approval prior to execution by Photographer. (Example: Customer asked for a 30-Second 4K Video edit of a commercial, but decides a 3-Minute Promo is a better way to market. Adding 2.5 minutes to the final edit will require Additional Post-Production Processing Services.)
All additional photos/content (I.E. anything not specifically stipulated in this agreement such as RAW images or RAW video files) are, by default, provided to Customer upon request, in 100% RAW (unedited) form. If additional content is requested, Customer may book additional mastering services. Pro-Rated fees may apply. Please inquire at the time of your request and Photographer will accommodate your needs within your proposed budget.
As stipulated above, Ongoing / Monthly Multimedia Content Service Agreement Content Delivery: Due to the nature of “ongoing” Content Creation & Delivery Services including, but not limited to: SEO Content Strategy, Media Coaching Sessions, RAW Multimedia Content Production, Multimedia Commercial Licensing, Multimedia Editing & Posting, Photographer is not obligated to deliver a “specific” volume or “limit” of Multimedia Content to Customer. Rather, the Services Agreement automatically renews every 30 days on an “in-good-faith” basis until such time that either Party determines to terminate this Service Agreement. Terms of Service Agreement Termination outlined below.

“FREE” MULTIMEDIA PRODUCTION & MUTUAL PROMOTIONAL COLLABORATIONS

Photographer may decide to collaborate with a “Customer” on a NON-monetary or “Speculative” basis to either form the foundation of a paid engagement OR to mutually benefit from an ongoing promotional engagement.

Multimedia & Promotional Services Collaborations may take several forms, either provided to Customer / Collaborator / Legal Entity by Dan Smarg Photography or rendered by the aforementioned to Dan Smarg Photography in another form. Collaborations and Promotions may also include, but are not not limited to, Multimedia Production, on-site live or digital Service such as a “Live Experience,” Photography Tour / Photo Shoot, Master Class Instructional, Real Estate Promotion etc.

“In-Good-Faith” Reciprocity: Both parties hereby agree to act in each others’ benefit for the financial gain and promotion of each others’ separate business entity. Therefore, for the purposes of this Services Agreement, Dan Smarg Photography will conduct business professionally and to its full capability “in-good-faith” with any and all Collaborators as if they are Direct-Booking (paying) Customers or Legal Entities. Likewise, Customer, Collaborator or Legal Entity agrees to do the same.

In each individual case of Collaboration or direct referral for services, Total Collaboration Commission Fee(s) shall be determined verbally then, clearly outlined within this Services Agreement prior to engaging into in any active or ongoing Collaboration for Commission Fees. These Collaboration Fees will be a part of the this overall “Services Agreement” with a few specific stipulations:

Multimedia or Direct Referral “Services Rendered:” For the benefit of the voluntary Collaboration of both parties within the terms of this Agreement, any and all Multimedia or Direct-Referrals that result in monetary gain of any shape or form, via direct payment or otherwise, are hereby considered to be “Services Rendered” to the other party. Therefore, both parties agree to fairly and fully compensate each other via “Commission Fee” (stated above based on a nominal percentage value of the total Services Rendered). These services include Multimedia Services or “Short-Term Rental Services” or any other form of promotional or “booking” based services.

Defined Direct-Referral Services Rendered: If either party “refers business” either directly via verbal, phone or digital means to the other party and that referral results in monetary gain, the beneficiary of that income hereby agrees to fairly and fully compensate the referring party according to the terms of the this Agreement.

Defined Direct-Booking Services Rendered: During the course of an ongoing Collaboration, Customer, Collaborator or Legal Entity may determine it wants Dan Smarg Photography to perform specific Multimedia Content Production Services. Those services and multimedia shall be provided under a separate Services Agreement that clealry stipulates the terms of that separate Agreement. Under no circumstances will either party imply or otherwise “Engage” the services of the other without first entering into a Direct-Booking Services Agreement.

Free-Market | Third-Party Referral Origin: Some referrals generated or procured by either party may originate from a third-party legal entity or individual. Both parties hereby represent that they themselves are fully independent legal business entities and are within their rights to operate as autonomous businesses. Therefore, any referral that may or may not “come from” a third-party source is not attributable nor credited to that source. This Agreement is solely between the signatories of this digital document and does not imply or involve any third-party affiliation regardless of origin or incorporation status. Both parties further acknowledge that they do not represent a third-party entity that is not listed or signed in this Agreement. All referrals and business conducted between parties in this Agreement is 100% voluntary within the laws of the United States’ free-market economy.

Voluntary Collaboration for “Financial Gain:” Both parties voluntarily agree to financially gain from the direct-referrals or direct-bookings that result in accordance with the terms set forth in this Agreement. It is neither implied nor granted that either party shall “unilaterally benefit” from the active promotional efforts of the other party; specifically that both parties shall benefit “equally” in an ongoing, good-faith capacity for the full term of this Agreement.

Commissions to be Paid to Customer, Collaborator, Legal Business Entity: For all “Collaborative Referrals & Services” rendered, legal “consideration” to validate this Agreement in the form of monetary or multimedia compensation (or combination thereof) must be provided and submitted according to the timelines in this Agreement. Unless specifically waived or forfeited, all forms of compensation must fully documented: Any ACH Bank Transaction or Third-Party Transfer (Paypal, Venmo, Zelle etc) or cash/check payment must be sufficiently invoiced and considered as “Business Income” for both parties’ financial records and tax statements.

If Customer, Collaborator, Legal Business Entity facilitates or directly enables Multimedia Production Services, Live Media-based “Experiences,” or any other kind of Services such as services involving multimedia production for proprietary, commercial or professional promotion, physical product placements or advertisement with Social Media Influencers, local businesses etc. as a result of efforts made to specifically drive sales to Dan Smarg Photography, it is hereby agreed upon that Commission Fees will be paid by Dan Smarg Photography to Customer, Collaborator, Legal Business Entity in good faith.

Commissions to be paid to Dan Smarg Photography: For all “Collaborative Referrals & Services” rendered, legal “consideration” to validate this Agreement in the form of monetary or multimedia compensation (or combination thereof) must be provided and submitted according to the timelines in this Agreement. Unless specifically waived or forfeited, all forms of compensation must fully documented: Any ACH Bank Transaction or Third-Party Transfer (Paypal, Venmo, Zelle etc) or cash/check payment must be sufficiently invoiced and considered as “Business Income” for both parties’ financial records and tax statements.

If Dan Smarg Photography facilitates or directly enables Multimedia Production Services, Live Media-based “Experiences,” or any other kind of Services such as location or business promotion, short-terms rentals, product placements with Social Media Influencers, local businesses etc. as a result of efforts made to specifically drive sales to Customer’s, Collaborator’s, Legal Entity’s Business, it is hereby agreed upon that Commission Fees will be paid by Customer, Collaborator, Legal Business Entity to Dan Smarg Photography in good faith.

Payment on a “Per-Case” / Individual Collaboration Date Basis: Although all “Collaborations” are ongoing until voluntarily terminated by either party, both parties agree to compensate one another accordingly on a case-by-case basis. Specifically, for each date Services are rendered by either party, both parties agree to issue invoices to be paid.

Invoices & Financial Records: As such, both parties agree to keep and provide detailed Invoices and Financial Records for all Services Rendered or Direct-Referrals made. The beneficiary/recipient/Payee of each Commission shall submit an invoice to the Initiating Party for approval. Upon approval, payment (Commission) shall be rendered.

Payment Terms: Commission Payments shall be submitted and paid by both parties in a “timely basis,” but no longer than ten (10) business days after Invoice is jointly approved. If, for any reason, both parties do not jointly approve the submitted invoice, each party agrees to correct or rectify any discrepancy with the utmost expediency so that the invoice can be paid within the initial ten-day payment period. If more time is needed, both parties agree to expedite the documentation and payment process by all means necessary to ensure the most timely payment reasonably possible.

Payment Defaults: Collaborations are jointly agreed-upon by both parties. Therefore, Payment Defaults should not occur because both parties agree to operate in a professional capacity to actively promote the ongoing business operations or services of the collaborator. However, should a Payment Default (aka “NON-payment”) occur, this Services (Collaboration) Agreement is subject to immediate termination and Legal reprisal for “Services Rendered” in the State of Montana.

No Guarantee of Services or Commissions Leads: It is understood by both parties that neither Services nor Commissions are implied nor guaranteed under the terms of this Agreement. All efforts will be made, however both parties agree that all referrals for the procurement of business opportunities, “qualified leads”, sales calls, correspondence, etc are all entirely based on this voluntary engagement - they are neither required in volume nor specific timeline. Neither Dan Smarg Photography nor Customer, Collaborator, Legal Business Entity may expect or request any direct-referrals or commissions fees for any other purposes aside from mutually documented sales secured by both parties.

Lead Generation & Notice In-Writing: In good faith, both parties agree to properly notify each other when a sales lead or Direct-Referral is generated and when a sale is secured as a result of that notification.

Financial Records & Bookkeeping: Both parties agree to operate under separate (NON-joint) entity status. Both are responsible for securing and recording all necessary financial documentation or third-party services for their own businesses. However, for legal and tax records, both parties also agree to share all bookkeeping spreadsheets or files at least thirty (30) days prior to any quarterly or annual tax filing deadlines. In good faith, each party will submit those documents or spreadsheets to the other party on a voluntary basis without the need for prior request. Upon request, both parties agree to furnish any documentation as soon as possible to facilitate the Collaborator’s financial filing requirements.

Tax Form 1099-NEC: Due to the independent, voluntary nature of Multimedia Collaborations and the variable amounts paid by either party for Services rendered or Direct-Referrals, both parties agree to provide a completed Form 1099-NEC for “Non-Employee” (aka Subcontractor) compensation for any and all amounts exceeding $600 per annum. Both Parties are responsible for properly documenting and filing their own business State and Federal Tax Forms on a timely basis.

Multimedia Content Collaboration & Authorship: Both parties to this Agreement agree to openly and actively collaborate in making Multimedia Content beneficial to both parties, businesses - referred to in this Agreement collectively as "the Work." Both parties shall also fully and completely cooperate with regard to the promotion and exploitation of the Work and all ancillary, subsidiary, related and allied rights (the "Ancillary Rights")

Exclusive Multimedia Rights: As the original creator entity of the the Multimedia Content, Dan Smarg Photography shall retain 100% Exclusive Multimedia Rights In-Perpetuity unless otherwise released or fully or partially licensed to a Third-Party Entity of his/its choosing. In good faith for the ongoing benefit of promoting both parties’ business interests, sales leads etc, Dan Smarg Photography hereby grants Customer, Collaborator, Legal Entity the right to use any and all Multimedia provided at its discretion for as long as this Agreement remains valid.

If Dan Smarg Photography determines that the Customer, Collaborator or Legal Entity is commercially profiting beyond the “reasonable” expectations of this Collaboration Agreement, it may terminate this Agreement at any time and immediately request the Customer, Collaborator, Legal Entity to purchase ongoing commercial-use rights as determined by its Standard Commercial-Use Rights Agreement or to cease featuring any and all Multimedia on all platforms, digital, print or social media.

“Reasonable Expectations” for commercial profit are hereby defined as an “In-Good-Faith” volume with the knowledge that Dan Smarg Photography only secures payment by the rendering, production or licensing of its services and multimedia content while the Customer, Collaborator or Legal Entity may potentially use said Multimedia to unilaterally benefit without reciprocity. In addition, it is also mutually acknowledged that Dan Smarg Photography normally charges Customers / Businesses in an ongoing monthly capacity for the limited commercial use of all Multimedia Content produced under this Service Agreement.

However, within this “Collaboration” clause, said commercial-use licensing is temporarily waived as a courtesy for all media provided “free-of-charge” to the Customer, Collaborator, Legal Entity. This gesture is in good faith for the joint benefit of the parties named and solely of its own revokable volition. Furthermore, Customer, Collaborator or Legal Entity may not “demand” the use of any multimedia content produced on, in or around their place of business. Dan Smarg Photography will, in-good-faith, provide all multimedia on an ad-hoc, voluntary basis. As a result, under the specific terms set forth within the context of this “Multimedia & Promotional Services Collaborations” Clause, both parties are freely authorized to “use” the multimedia created or submitted by Dan Smarg Photography for commercial or promotional purposes such that said use shall result in further ongoing direct-referrals or direct-bookings (financial gain) for both parties.

Property & Appearance Releases: As further stipulated under the later terms outlined in this Agreement, Customer, Collaborator, Legal Entity agrees to adhere to all standard terms outlined in the Property & Appearance Releases required of all Customers - paying or otherwise “Collaborating.” Any and all Appearance or Property Releases submitted by Customer, Collaborator or Legal Entity are hereby considered to be an irrevocably intrinsic facet of this Agreement.

Third-Party Licensing Notifications: Each party agrees to keep the other fully apprised of all matters regarding the exploitation of the Multimedia Work and the Ancillary Rights issuance/usage, including but not limited to, offers, negotiations, and communications from interested third parties regarding the purchase, license or “lease” of production rights in the Multimedia Work. As Exclusive Rights Holder of all Multimedia, Dan Smarg Photography agrees to provide consideration to Customer, Collaborator, Legal Entity should such consideration result in significant financial gain. In layman’s terms, Dan Smarg Photography isn’t going to license media created on-location to Coke to use in their next national ad campaign with no monetary compensation to the property owner!

Party Responsibilities: Both parties shall perform and fulfill, promptly, actively and on-time, all of its obligations under the Agreement. Each party will contribute to the efficient flow of information and access to relevant data according to the agreed access rights and confidentiality to ensure the efficient execution of this Agreement. Each part shall inform other parties in the project of relevant communications it receives from third parties in relation to the project.

Term & Termination of “Multimedia & Service Collaborations: This Agreement shall come into force as of the date of its signature by the parties. This Agreement will remain in effect throughout the term of the copyright and any extensions of the copyright in the Multimedia Work. If either Party wishes to terminate this Agreement, they must do so and receive a counter-signed intent-to-terminate acknowledgement from the other party prior to final termination. If either party dies during the term of this Agreement, the surviving party will have the exclusive right to act in all respects as though the survivor were the sole author; provided, however, that the name of the deceased party will continue to appear in all credits as specified in the section of this Agreement entitled "Authorship Credit," and the decedent's estate will be entitled to receive all monies and documents that the decedent, had the decedent lived, would have been entitled to receive under this Agreement.

Miscellaneous Defaults: Any default by either party under this Agreement, including but not limited to, a breach of obligations and covenants, a failure to accord or adhere to processing, publishing or other schedules, a failure to exploit, unauthorized exploitation, or an unauthorized assignment or sublicense ("Event of Default"), shall give the non-breaching party the right to demand in writing that the breaching party cure the Event of Default within ten (10) working days, after which time the NON-breaching party shall have the right to immediately terminate this Agreement if such default is not cured. If a breach occurs after acceptance of the final draft of the manuscript for the Work or after the licensing of an Ancillary Right in which the copyright is co-owned, the breaching party shall nonetheless fulfill his or her obligations outlined within this Agreement.

MISC. LEGAL STIPULATIONS…

ADULT & MINOR APPEARANCE | PROPERTY LIABILITY RELEASES

All legal Adults over the age of 18, Minors under the age of 18 and Property(ies) involved in the Production and execution of this Services Agreement must be fully released of liability a minimum of three (3) business days prior to Shoot Date.

Each party involved or responsible for the release of the property must sign a liability release upon the execution of this Services Agreement:

Release Links

RELEASES

PRODUCTION & GENERAL LIABILITY INSURANCE

Photographer represents that he/she is fully commercially insured to perform any and all creative services rendered to execute this Services Agreement. Customer also agrees that the Production is insured under a General Commercial Liability Policy and shall NOT hold Photographer responsible for any loss or damages to any persons or property involved.

Any additional insurance required for the Production must be stipulated in writing as a special Addendum Clause in this Services Agreement. Customer is responsible for and agrees to pay for all additional Production Liability Insurance.

SERVICES WARRANTY

DAN SMARG PHOTOGRAPHY (Dan Smarg) and Photographer shall endeavor to provide Services and meet its obligations under this Services Agreement in a timely and professional manner, using knowledge and recommendations for performing the Services which meet the highest quality industry standards. In a conscientious and deliberate effort to secure future bookings and direct referral opportunities, Photographer will provide a modicum of care equal to, or exceeding, content quality offered by similar regional service providers.

RELATIONSHIP OF PARTIES

It is understood by the Customer the Photographer is an independent contractor and not the Customer’s employee. No further employment, legal responsibilities, contracts, personal or financial liabilities are hereby assigned or implied.

LIMITS OF LIABILITY

With the execution of this Services Agreement and by purchasing Photographer’s Services, Customer hereby acknowledges that neither DAN SMARG PHOTOGRAPHY (Dan Smarg) nor the Photographer shall be held liable for any property damage or injuries to persons that may occur with relation to the Production.

All limits of Liability are the sole responsibility of each individual involved in the Production of content and execution of this Services Agreement. Furthermore, all liability is hereby implied and therefore released pending Customer’s submission of his or her Model and/or Property Releases. All Addendum Releases shall be submitted as corollary agreements to this Services Agreement and no later than three (3) business days prior to Shoot Date.

MATERIAL BREACH | DEFAULTS

The occurrence of any of the following shall constitute a material default or “contractual breach” under this Service Agreement Contract:

The failure to adhere to any terms in this Service Agreement by either intentional, implied or UNimplied default.
The failure to make a required payment when due.
The legally documented insolvency or declaration of bankruptcy of either party.
The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this Services Agreement.

FORCE MAJEURE

If performance of this Service Agreement or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.

The term Force Majeure shall include, without limitation, Acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures.

The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

NO JOINT VENTURE

This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers nor constitute any party the agent of any other party, and neither party shall have the power to obligate or bind the other party in any manner whatsoever.

Reservation of Rights: Any rights not expressly granted by a party to this Agreement are reserved to that party. Without limiting the foregoing, nothing in this Agreement shall be construed to prevent the parties from creating a work not involving…

Additional Documents: Each member must execute all additional documents and take all actions as are reasonably requested by the other members in order to complete or confirm the transactions contemplated by this Agreement.

Successors and Assigns: This Agreement shall be binding upon the parties' heirs, assigns, successors-in-interest, executors, administrators, and any other persons or entities acquiring an interest through transfer, conveyance, succession, or inheritance, as may be permitted herein.

SERVICE AGREEMENT TERMINATION

BOTH parties, Customer and Photographer, agree to execute all Terms and parameters of this agreement “in good faith.” Specifically, this Services Agreement shall continue in perpetuity until it is either terminated or amended by either Party or mutually by both Parties; Photographer and Customer, in-writing.

If any provision of this Services Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

If either Party wishes to terminate this Services Agreement, they must do so in writing and allow the NON-terminating Party TEN (10) business days to propose correction, amend contractual terms or accept final termination in-writing.

Upon receipt of proposed corrections, BOTH Parties will endeavor, in-good-faith, to resolve any implied, perceived or material breaches of this Service Agreement. As such, BOTH Parties are encouraged to cite grievances and/or proposed Amendments or Addendums to this Service Agreement that will serve to not only resolve any alleged disagreement or perceived default, but also be the foundational elements of terms to be stipulated in a newly drafted Service Agreement.

As the Issuing Party, Photographer hereby agrees to draft any new Service Agreement Amendments or Addendums then submit to Customer for review. Customer is encouraged to respond in a timely manner to facilitate ongoing and continued professional relations. If both parties agree to the terms of a New Service Agreement, they hereby agree to terminate this Service Agreement and enter into a new Service Agreement that will supercede the terms of this Agreement.

30-Day Final Termination Term Period: If no Amendments or Addendum can be resolved, both Parties agree to voluntarily and mutually terminate this Agreement in-good-faith. Once such an agreement in-writing is submitted and acknowledged by BOTH Parties, this Service Agreement is null-and-void THIRTY (30) business days after the date of termination. Customer hereby agrees to pay any outstanding balances, fees or ancillary costs submitted by Photographer for review.

In the case of the termination of a Monthly Recurring Multimedia Content Production Services Agreement Contract, Customer hereby agrees to pay the final 30-day monthly installment payment stipulated by this agreement. Photographer hereby agrees to submit and furnish ALL Multimedia Content requested by Customer. In-good-faith, Photographer will provide the “final value” requested or stipulated by the terms of this Service Agreement to Customer.

In the event of termination of this Agreement by either Party, ALL COMMERCIAL-USE CONTENT LICENSING RIGHTS stand according to U.S. Copyright & Intellectual Property Law.

If ONE party does NOT agree to terminate or acknowledge the request to terminate this Service Agreement, then the NON-initiating Party may decide to seek legal counsel, District Court Small Claims Judgement or any applicable remuneration for alleged or perceived “damages” via local or state legislation.

Once a resolution is processed by legal counsel, City or Local State Courts, BOTH Parties hereby agree to comply with the rulings without further action.

ONGOING COMMERCIAL-USE CONTENT LICENSING RIGHTS

Per U.S. Copyright Law & Intellectual Property Law, Photographer retains ALL EXCLUSIVE RIGHTS to use, profit from, distribute or disseminate any and all Multimedia Content produced under the terms of this Service Agreement. Customer retains NON-EXCLUSIVE RIGHTS to use, profit from, distribute or disseminate any and all Multimedia Content produced under the terms of this Service Agreement. In the event of a Service Agreement termination or amendment that results in altered terms, Customer hereby agrees to obtain ongoing Commercial-Use Content Licensing Rights from Photographer in-writing.

Any and all UNlicensed use of Multimedia Content produced under the terms of this contract are strictly prohibited.

SERVICE AGREEMENT TERM

DAN SMARG PHOTOGRAPHY (Dan Smarg), Photographer and Customer hereby agree that this Services Agreement shall commence on the Date Of Submission and it shall be valid in-perpetuity unless or until mutually amended or terminated by BOTH Parties.

This Services Agreement may be extended and/or renewed by additional or supplemental Addendum Agreements of all parties memorialized in a subsequent amendment. This Services Agreement is hereby made effective as of its completion and submission date (the "Effective Date"), by and between Customer, Photographer and DAN SMARG PHOTOGRAPHY (Dan Smarg).

Should either Party wish to amend or terminate this Service Agreement, they must do so in writing citing any and all perceived or documented defaults. As such, the Amending or Terminating Party hereby agrees to allow the NON-amending or NON-terminating Party amble opportunity to either alter the proposed amendments or correct documented (written stated) defaults cited and either re-consider the proposed amendment or agree to the Terms of Termination. The limit to this time period to respond is ten (10) Business Days beyond which the initiating Party may hereby pursue any and all means to secure legal remuneration, payments and multimedia content delivery.

TERMS OF ADDENDUM OR AMENDMENTS

Both Parties agree to the following Terms of Addendum or Amendment:

Specific Terms of Addendum or Termination: Upon written Request For Termination, both the Terminating Party and the NON-Terminating Party may submit written requests for the specific Terms of Termination. Example: If a multimedia asset is still outstanding (i.e. “In Process” of Ideation, Strategy, Pre-Production, Production, Post-Production or live Posted Social Media Feed, Website or any other means of digital or physical distribution, BOTH Parties may request specific terms of how to arrange final delivery of said multimedia / materials. In good faith, BOTH Parties hereby agree to satisfy these terms, provide all multimedia requests or complete any outstanding services during the Final Term Period.
This Services Agreement may be modified or amended in writing, if the writing is signed by all parties obligated under the addendum or amendment. (See Above “Addendums” Terms)

GOVERNING LAW

This Services Agreement shall be governed by the laws of the State of Montana.

SIGNATORIES

This Services Agreement is effective as of the date first written above and, by its digital completion and submission via https://www.dansmargphotography.com Form Submission protocols, shall be accepted and agreed upon by DAN SMARG PHOTOGRAPHY (Dan Smarg) by its Founder, Dan Smarg.

CUSTOMER DIGITAL SIGNATURE & SUBMISSION NOTICE

***If you agree to the terms stipulated by this Services Agreement, please complete the form below and digitally "sign" this Service Agreement by submitting it.***

Dan Smarg Photography Multimedia Content Production & SEO Strategy Services Contract for CONTRACT TYPE: Single Project OR Monthly Recurring Services A Single Project is defined as an “on-demand” Multimedia Content Production that will occur on a single date or multi-day shoot. At its conclusion, Customer will be presented with a Final Content Delivery that will be available for NON-Exclusive Commercial or Editorial Use. Single Projects may lead into Monthly Recurring Services. If Customer wishes to engage recurring services, those must be separately discussed and agreed upon in a Monthly Recurring Services Agreement Contract. A Monthly Recurring Services Agreement Contract is defined as: “Ongoing SEO Content Strategy, Live Media Coaching Sessions, RAW Multimedia Content Ideation & Production, Included Multimedia Commercial Licensing, Multimedia Editing & Online Posting.” These Multimedia Production Services & SEO Consultation will continue automatically every month from the date of Contract’s inception until it is terminated or amended by either party, Customer or Dan Smarg Photography (hereby referred to as, “Photographer”). Agreement Activation Date This Service Agreement Contract is mutually signed by both “Customer” | “Collaborator” and “Photographer” on: XX / XX / XXXX DAN SMARG PHOTOGRAPHY CUSTOMER | COLLABORATOR Customer | Collaborator Name of or represented by: Company | Legal Entity Name Requests DAN SMARG PHOTOGRAPHY (Dan Smarg / Photographer) or Subsequently Appointed Proxy Service Provider to Complete or Execute… "Totally Awesome Multimedia Content Shoot" DESCRIPTION OF PRODUCTS & SERVICES Insert an Emmy-worthy summary of your business’ lifestyle ad here! On this date and time, below, Dan Smarg, (“Photographer”) owner of DAN SMARG PHOTOGRAPHY or a subsequently named proxy Service Provider operating under the terms of this Agreement will arrive at a location of the Customer’s choice to provide the Multimedia Content Creation and/or SEO Strategy Services described: Shoot Date | Call Time SHOOT DATE SCHEDULING & ALTERATIONS Photographer and Customer agree to collaboratively produce content on the date listed above. Unless otherwise requested by Customer, Customer hereby agrees to allow Photographer to make any and all arrangements to produce Multimedia Content per the terms of this Agreement. Subject to at least three (3) business days approval, Photographer and Customer may request a change to the agreed-upon schedule without any formal amendment to this Services Agreement. Any changes should be documented via email or SMS text message to ensure the new Shoot Date is mutually recognized and approved. If further material changes such as desired content or overall scope of the shoot changes, a new Service Agreement must be drafted and approved by both Customer and Photographer to ensure mutually desired terms are properly documented and satisfied. SHOOT CANCELLATION POLICY A minimum of three (3) Business Days notice is required for full cancellation of this Multimedia Content Production Date by Customer or Photographer to allow for ample REscheduling. Photographer and Customer must agree upon Shoot Cancellation in writing via email or SMS text so both parties are sufficiently notified. Any cancellation made by Customer less than three (3) Business Days prior to Shoot Date will result in a full, NON-refundable retention of the Shoot Deposit. Any cancellation made by Photographer less than three (3) Business Days prior to Shoot Date will result in the forfeiture of full Deposit Fee. However, if the cancellation is initiated and documented in a timely manner, all Deposit Fees shall be fully refunded to Customer. Should rescheduling dates and times be required, those shall be proposed by BOTH Parties to facilitate the process to find a suitable alternative opportunity to fulfill the terms of this Services Agreement. For Ongoing Monthly Services, these dates and times will vary and shall be booked on a “rolling” basis. Any additional costs incurred, refunds or remuneration related to Pre-Production such as rental equipment, talent acquisition or crew hiring shall also be fully reimbursed to Photographer or Customer no later than thirty (30) business days from the date of cancellation. If any additional time is required by either party to secure refund amounts, it must be done so in writing with a clear stipulation of when such funds will be disbursed. PROPOSED SERVICE LOCATION | CITY Greater Flathead Valley, Montana Service Area Customer agrees to notify Photographer of preferred Shoot Location prior to issuing this Service Agreement. If the proposed location changes prior to the Shoot Date, Customer agrees to notify Photographer no later than three (3) business days prior to Shoot Date. Compensation for Travel Time, Mileage and Overnight Accommodations may apply. MULTIMEDIA CONTENT PRODUCTION SERVICES & FEES CONTENT, SEO STRATEGY & GENERAL CREATIVE SERVICES FEES To engage Photographer to produce original commercial or editorial Multimedia Content on the specific Shoot Date listed above, OR in an ongoing monthly capacity, New Customers agree to pay a 50% Deposit of the “Total Creative Fee” listed below. If the estimated Production Budget does not mandate a Deposit, Photographer may also waive Deposit Fees at his discretion. When the shoot is completed and content ready to be delivered in the form of a Final Content Delivery (defined BELOW), the Service Deposit Fee will be applied to the total sum owed (Noted below as: “Total Creative Fee”) and submitted to Customer via a Final Invoice Statement outlining all Services and Multimedia Content produced and furnished to Customer. Only the remaining balance for Creative Fee and any Commercial Licensing Fees are due upon Final Content Delivery. SERVICES PRICING | PRODUCTION COSTS Pricing on all Services is based on minimum production costs and may include a minimum Deposit for booking/scheduling. Unless otherwise requested or invoiced, Customer is responsible for compensating Photographer for all Services rendered to execute this Services Agreement regardless of any “posted” or “listed pricing” online or otherwise. Therefore, it is the responsibility of the Photographer to discuss all Production parameters with Customer prior to signing this Services Agreement and to clearly stipulate any additional fees for Services hereby rendered prior to signing. Ancillary production costs (Example: Special Locations, Props, Talent, Vehicles etc.), and miscellaneous considerations or applicable fees with relation to the photoshoot/content creation must be paid in full by Customer. All Services purchased online will be applied as an equal value credit to Customer’s final billing statement. Final Service Fees may vary depending on optional considerations such as Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc. Upon initial consultation, Photographer and/or Customer will provide this Services Agreement and an itemized invoice including all additional production considerations pending mutual approval a minimum of three (3) business days prior to Shoot Date. Upon Customer’s payment of deposit and signed approval of this Services Agreement, this Agreement and any additional costs related to the production will be binding. MISC. ADDITIONAL PRODUCTION COSTS All Services pricing given verbally or listed online are based on minimum or estimated production costs. However, all Productions are entirely subjective and therefore subject to additional creative fees. Final or Additional Service Fees may vary depending on optional considerations such as additional Crew, Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc. Photographer specializes in custom-content creation and brand engagement technology, but may provide additional production needs as requested. All Services must be mutually agreed upon a minimum of three (3) business days prior to Shoot Date. Upon initial consultation, Photographer will determine what Customer’s content creation needs are then provide an addendum to this Services Agreement if any creative aspects evolve or substantially change. In such cases, a comprehensive itemized invoice will be submitted including all Additional Production Considerations pending Customer’s approval before Shoot Date is scheduled. Total Proposed Single Project or Monthly Recurring Creative Fee: $XXX.00 USD “Total Proposed Project or Monthly Recurring Creative Fee” represents the full amount due for a Single Project OR Monthly Recurring Contract for creative production services excluding Commercial Licensing and any additional Pre-Production or Post-Production costs incurred. Specifically for Monthly Recurring Multimedia Content Production Service Agreements, Photographer may, at his discretion, waive Deposit Fees, Licensing Fees or any other Ancillary Fees per Production parameters. However, both parties hereby agree that those fees are likely to be discussed as separate elements of Production prior to the issuing of this Services Agreement and subsequently combined to simplify and facilitate this Services Agreement. Total Collaboration Commission Fee(s): XX% Paid By: FULL LEGAL NAME Paid To: FULL LEGAL NAME NON-Monetary or LICENSING-ONLY Services Agreements: Total Collaboration Commission Fee(s) are to be determined for Service Agreements designed to mutually promote BOTH Parties. Defined in greater detail below, these Contracts are typically reserved for POTENTIAL Customers or for Entities that Photographer has approached on a “speculative basis” for the purposes of business development. Commercial Customers: Defined as Customers who will directly benefit in a commercial or strictly / partially FOR-PROFIT way as a result of utilizing Multimedia Content or SEO Strategy Services. If Customer is a “Paying Customer.” While the elements of a collaborative or commission-based Service Agreement may also occur, they are not the principle for of consideration or compensation that will validate this Servies Agreement and can therefore be disregarded as “$0” for Collaboration Commission Fee(s). Commission Fees are designed to benefit BOTH Parties until such time that this Services Agreement is either amended or terminated. Additionally, Collaboration Commission Fees are designed to promote Direct-Referral Compensation to either or both party(ies) - Photographer, Dan Smarg Photography, or to Customer, Company, Collaborator or Third Party Legal Entity. Commission Fees are determined via prior verbal agreement between interested parties and secured by the signing of this Services Agreement. Total Commission Fees to be paid by either party are based on the above-state percentage of the Gross / Face-Value Services, Product Sale or “Experience” rendered by either entity. Production Security Deposit Fee: $XXX.00 USD Deposit is applied towards Total Creative Fee. Remaining Balance of Creative Fee due upon final Content Delivery. Full Deposit must be submitted a minimum of three (3) business days prior to Shoot Date to activate this Service Agreement Contract and ensure Multimedia Content is produced in a timely manner. COMMERCIAL MUTLIMEDIA CONTENT LICENSING FEES & EXCLUSIVE CONTENT RIGHTS If Customer intends to use any Multimedia Content created by Photographer or its proxy Providers for Commercial (FOR-PROFIT) Use, Commercial Content & Intellectual Property Licensing Fees are required by U.S. Copyright Law. All Commercial-use of Multimedia Content is the EXCLUSIVE Right of Dan Smarg Photography. All Customer or Third-Party usage must be stipulated and licensed under the terms of this or another Service Agreement. Any NON-authorized commercial, editorial or “personal” use or distribution is strictly prohibited outside the Terms of this Service Agreement. Customer hereby acknowledges and agrees to abide by U.S. Copyright Law. For Single Project Multimedia Content, Dan Smarg Photography / Photographer shall submit a Multimedia Permissions Form to further outline the associated costs of licensing the Multimedia Content for commercial-use to Customer. For Monthly Recurring Services Contracts, all Commercial-Use rights are included for the duration of the contract. If this Service Agreement is terminated by either Party, Customer agrees to complete a Multimedia Permissions Form to clealry outline the intended ongoing use of any and all Multimedia Content or SEO Strategy furnished by Photographer under the Terms of this Services Agreement. EXCLUSIVE-Use Rights may be requested by Customer and considered by Photographer, but are not implied nor required to be issued. Pending a separate and specific Exclusive Rights licensing negotiation, dissemination and distribution discovery process, as well as an independent review of and for a contract for such Exclusive Commercial-Use Rights, no such Exclusive rights are hereby implied nor granted. All Exclusive Commercial Content Rights are retained by Dan Smarg Photography / Photographer unless otherwise stipulated under adherence to and protection of U.S. Copyright Law. In addition to the Terms of this Service Agreement, Customer agrees to complete, submit and comply with all terms stipulated within the Dan Smarg Photography Commercial Licensing Agreement if specifically requested. The Multimedia Permissions Form and Dan Smarg Photography Commercial Licensing Agreement as well as any associated licensing documents submitted to and digitally signed by Customer are hereby considered Official Addendums and therefore, equally and irrevocably binding under the terms of this Services Agreement If Customer does NOT intend to use the Multimedia Content produced under this Service Agreement “For direct or indirect profit, promotion or marketing purposes,” all NON-Exclusive “Personal / Private Use” rights to possess, digitally post or disseminate the Multimedia Content are hereby granted by DAN SMARG PHOTOGRAPHY (Dan Smarg) / Photographer. If Customer has any questions about the intended use of the Multimedia Content, Photographer requests any and all concerns be addressed prior to signing this Service Agreement so all parties are fully complicit and compliant with U.S. Copyright Law. Customer may learn more by reading Photographer’s Licensing Blog Post: “Commercial-Use Multimedia Licensing Explained". Learn more… If the use of the Multimedia Content produced under this Service Agreement changes in any way or becomes “FOR-PROFIT” / “Commercial” after its Date of Delivery, Customer agrees to notify Photographer in each occurrence in-writing prior to content dissemination and hereafter in-perpetuity. Failure to notify Photographer of commercial use and to secure Commercial-Use Licensing for Multimedia Content may result in a U.S. Copyright infringement lawsuit and or related penalties under such State or Federal Laws. All Commercial Licensing Fees will be estimated and notated within this Service Agreement. Licensing Fees are subject to change at any time pending a review of for-profit commercial-use. As such, Customer’s ongoing use may require a RE-evaluation of these licensing terms and thus, Photographer, at his own discretion and at any time, may request Customer to RE-submit a new Multimedia Permissions Form as part of the process of re-evaluating commercial usage. Customer hereby agrees to inform Photographer of any changes to usage and also to re-submit said form at any time. All totals, including content-use changes or modifications will be assessed and itemized for Single Projects on Customer's Final Invoice and noted below in this Service Agreement. ALL Licensing Fees must be paid in full upon Final Content Delivery. Estimated Commercial Licensing Fees: $XXX.00 USD Determined by Multimedia Permissions Form discovery process. To be submitted prior to Multimedia Content Production and amended or revised if necessary upon Final Content Delivery. Learn more… TRAVEL & TRANSPORTATION COSTS TRAVEL TIME | MILEAGE LIMITS & FEES | OVERNIGHT ACCOMMODATIONS | PARKING | FOOD PER-DIEM Customer acknowledges that Photographer offers Creative Services within a “reasonable driving distance” in a thirty (30) mile Service Area range of Photographer’s principle place of business: Whitefish, Montana. This Service Area is referred to as: “Greater Flathead Valley, Montana Service Area.” Photographer may be contracted to work outside the Greater Flathead Valley, Montana Service Area, however additional travel costs and fees may be incurred. Photographer reserves the right to itemize such costs for Customer’s approval and will clearly outline all projected ancillary fees in this Service Agreement. Photographer agrees to travel to a location of Customer’s choice within the GFV Service Area to provide Creative Production Services in accordance with this Service Agreement. Distance to Shoot Location shall not exceed thirty (30) miles of Service Area without additional time and mileage compensation. If distance to Customer’s required location does exceed the thirty (30) mile Service Area included within the scope of compensation for this Services Agreement, Customer is required to notify and properly compensate Photographer in accordance with Regional and Federal Labor Laws: A Federal Mileage Fee of “$.67 USD cents per mile driven for business use” will be assessed along with an “Estimated Round-Trip Travel Time” to and from Shoot Location. Customer agrees to compensate Photographer’s ERTTT "round-trip, to-and-from" Production's Location according to Montana State Minimum Wage: $10.30 per hour worked (spent traveling). If Multimedia Production Services take place beyond the borders of the State of Montana, Customer agrees to pay the standard minimum wage in the state where services are rendered. All such fees are subject to approval by both Dan Smarg Photography and Customer, but Customer hereby acknowledges that Photographer will submit a Services Estimate / Multimedia Production Proposal consummate with any and all reasonable considerations herewith. If Shoot Location or the nature of the Creative Services provided by Photographer require Overnight Accommodation or Multi-Day Stays, Customer must notify Photographer prior to signing this Services Agreement. If the projected timeline for Production changes, and overnight stay is required, Customer agrees to notify Photographer no later than three (3) business of Shoot Date. Customer agrees to secure “reasonable and professional” overnight accommodation arrangements for Photographer for the total days/nights required to complete the Production. If Customer is not able to secure or pay for such accommodations in advance of Photographer’s arrival, Photographer must keep a detailed record of any charges directly related to overnight accommodations such as hotel stays or “Resort Service Fees” incurred. No personal expenses incurred by Photographer during such stays shall be reimbursed unless otherwise stipulated by Customer. Photographer considers catered Productions and any snacks or food provided by Customer as a professional courtesy. However, Customer is not required to provide catered food services “on set.” If Customer requires Photographer to stay on-location for multiple days/overnights, Photographer respectfully requests Customer to allow for a minimum of $30.00 USD Daily Food Stipend to cover basic food costs while executing this Services Agreement. Any and all costs relating to Travel Time, Mileage, Overnight Accommodations or Daily Food Stipends must be fully documented by Photographer and compensated by Customer. Both parties agree to abide by all “reasonable and professional” estimates of various subjective factors such as weather and road conditions etc. while documenting such costs for invoicing purposes. All totals shall be submitted as detailed line items in Photographer’s Final Invoice to Customer and must be fully paid prior to final Content Delivery. Airline, Train or Third-Party Taxi Transportation, Overnight Accommodations & Parking Estimate is based on projected costs, but subject to change pending travel variables. Any and all costs relating to Travel must be fully paid by Customer prior to Multimedia Production in order to cover any and all "out-of-pocket" expenses incurred by Photographer before arrival on location. Any additional travel expenses incurred will be included in Customer's Final Invoice and must be fully paid upon content delivery. All Estimates & Totals listed below are subject to change and must be approved by both Customer and Photographer prior to concluding Single Project Contracts or continuing ongoing Monthly Multimedia Content Production Services. Total Mileage Estimate: Estimated Total Miles outside 30mi Limit: $XXX.00 USD Total Travel Time Estimate: Estimated Total Hours outside 30mi Limit: $XXX.00 USD Total Per-Diem Estimate: $XXX.00 USD Total OVERALL Travel Related Expenses Estimate: $XXX.00 USD All Estimates are subject to change at any time and subject to review and approval by BOTH Parties prior to Final Content Delivery and Final Invoice Payment. MULTIMEDIA PRODUCTION EQUIPMENT & RENTAL FEES Unless otherwise stipulated in-writing, ALL Multimedia Content Production Lighting / Grip Gear & Equipment is included to “produce premium, broadcast quality content” in the specified Multimedia Production Service Rate outlined above. Should additional Fees be required, they will be listed BELOW as a “Total Equipment Rental Estimate” fully outlined in the Final Invoice. Customer may request and Photographer agrees to submit an itemized / line-item spreadsheet along with any supporting documentation for review at any time. Additional Rental Fees may apply for further customized multimedia content production that exceeds standard production quality criteria. Additional Rental Fees apply for productions on which Photographer is hired in an “Associate Field Producer” capacity, but also requested to capture multimedia content during production. EXAMPLE: Customer requests an interview of business owner & staff that can easily be captured using natural lighting, but Customer requests that the footage be "professionally lit." Dan Smarg Photography reserves the right to estimate and include additional equipment rental fees for a custom lighting package subject to approval prior to services deposit submission. Gear Rates: Photographer's Equipment Rental Rates shall be presented to Customer prior to submitting the deposit. All other equipment rental rates are subject to third-party pricing and subject to availability. All rental rates / estimates shall be approved by Customer prior to submitting Deposit. All Multimedia Production Equipment & Rental Estimates / Totals listed below are subject to change and must be approved by both Customer and Photographer prior to concluding Single Project Contracts or continuing ongoing Monthly Multimedia Content Production Services. View > Gear Rental Rates Total Equipment Rental Estimate: $XXX.00 USD SEO STRATEGY | MARKET ANALYSIS | SHOOT LOCATION SCOUTING | PRE-PRODUCTION | SPECULATIVE CONCEPT IDEATION SHOOTS | ADDITIONAL CREW | PRIOR-TO-SERVICE FEES Single Project or Ongoing Monthly SEO Strategy | Market Analysis | Ideation | Concept Design consists of advanced, omni-channel / multi-source market research, media comps or conversion metric analysis, trending media posts or marketing case-study review, and multimedia content conceptualization. For Single Projects Productions, these services are generally assessed and billed on an hourly basis per Montana Minimum Wage: $10.30. Unless otherwise stipulated, these “SEO Strategy Services” are generally included in all Monthly Recurring Services Contracts. Scout Location / Pre-Production Fees: May include, but are not limited to any specific ideation or location-based scouting or travel or “Speculative Concept Shoot(s)” that may occur. These “productions” are defined as “Multimedia Content Capture for the purposes of ideating or spec’ing out the proposed Final Content Delivery.” For Monthly Recurring Services Contracts, Photographer reserves the right to assess overages and fees, present them to Customer for review and subsequent supplementary payment over and above the agreed-upon monthly billing fee. Customer hereby approves the use of such productions as part of the overall “Creative Process.” Photographer agrees not to engage in or bill for any such speculative content production without the express intent to deliver similar results to Customer as part of the Final Content Delivery. Customer is invited, but not required, to join Photographer on any such Pre Production outings or strategy sessions and to actively participate in the conceptual ideation process. Additional Crew a.k.a. “Second Shooters, Lighting Technicians, Grip Specialists, Production Assistants” etc may be required to optimize the Multimedia Content Production stipulated in this Services Agreement. If Additional Crew is required or would significantly optimize or facilitate the multiimedia content production process, Photographer will endeavor to notify Customer with enough time to clearly outline why increasing the budget to accommodate for and secure Additional Crew is beneficial. Customer has final right of approval for all such costs. Prior-To-Service Fees: In addition to the Service Deposit Fee and Multimedia Content Production Creative Fees, Customer hereby agrees to fully compensate Photographer for all Sub-Contractor or Third-Party Crew Booking or Prior-To-Service Fees (such as Content Pre-Production Producing, Location Management Services, Talent Acquisition, Legal Documentation Procedures etc.), prior to the Shoot Date. If no such fees are incurred, Customer is not required to cover any other Pre-Production | Ideation Costs. If any Pre-Production costs are incurred after the signing of this Services Agreement, but prior to the Shoot Date, Photographer agrees to fully document those costs and submit them as individual line items in the Final Invoice to Customer prior to Content Delivery. Customer is required to pay any such costs related to the direct production of Multimedia Content under this Services Agreement prior to final Content Delivery. TOTAL Estimated Pre-Production Fees: $XXX.00 USD POST-PRODUCTION IMAGE RETOUCHING & MULTIMEDIA CONTENT EDITING FEES All RAW (UN-edited) Multimedia Content will be furnished upon Customer request or Final Content Delivery for both Single Project or Monthly Recurring Multimedia Content Production Contracts. Unless otherwise stipulated via this Services Agreement Contract OR via a Customized Multimedia Content Production Service Package that INCLUDES Post-Production in the content deliverables, NO post-production services are hereby offered nor implied for ALL Single Project Service Agreement Contracts. The Post-Production “Media Mastering” Process is specifically omitted from Single Project-related services because Photographer recognizes that Customer may choose a Third Party or an “internal” Media Manager to handle all processing and distribution of Multimedia Content. This aspect of the overall Production Process is also consciously eliminated from the Total Creative Fee (listed ABOVE) as a way to mitigate the overall “cost of Multimedia Content Production” for Customer. Photographer recognizes this is an “unconventional” approach to Media Delivery, but is nevertheless the elected methodology and preferred modus operendi. At Customer’s verbal or written REQUEST, Single Project Service Agreements shall include an Estimated Post-Production Fee (Listed BELOW). An initial estimate will be provided prior to production, but final Post-Production Times may vary and are subject to variables such as Customer review and standard editing processes.That fee is subject to change pending total time allocated to reach optimized quality for Final Content Delivery. Also subject to review and approval by both parties, Customer and Photographer. If Customer requires partial or hollistic Post-Production Services, they are encouraged to REQUEST these services prior to Multimedia Content Production so a nominal “bone fides” fee of intent can be secured along with the Production Deposit. This fee is paid in full prior to Multimedia Content Production because Photographer will spend a nominal number of hours preparing photographic images or video footage for the editing process. This includes, but is not limited to: Media Uploading, Processing, Content Selection, and Rendering Time. Image Retouching or Multimedia Content Editing Fees are listed on the Services / Payments web-page and subject to change or modification at any time. Initial estimates are presented to Customer prior to Multimedia Content Production. All Final Post-Production “Media Mastering / Editing Fees” are subject to change and shall be presented to Customer via Final Invoice and must be fully paid upon or within five (5) business days of Final Content Delivery. All Monthly Recurring Multimedia Content Production Agreements GENERALLY INCLUDE all Post-Production Services. Unless otherwise stipulated by addendum to this Service Agreement, Photographer agrees to provide Customer with “ongoing” multimedia content for review and continued posting. This includes, but is not limited to, the requisite “premium broadcast quality productions standards” as deemed by Photographer upon delivery. Estimated Post-Production Fees: $XXX.00 USD TOTAL BALANCE(S) DUE TO ACTIVATE THIS SERVICES CONTRACT Total Balance Due To Secure Initial or Ongoing Monthly Multimedia Production: $XXX.00 USD ALL ESTIMATED Multimedia Content Production Deposit Fees + Pre-Production Costs + Post-Production Estimate / Bone Fides Fee Total Balance Due Upon Final Content Delivery: $XXX.00 USD All Remaining / Final Creative Fees + Commercial Licensing Fees + Any Additional Pre-Production Costs + Post-Production Costs may vary. ALL FINAL Fees & Costs may vary depending on Customer requests or unforeseen production variables. All changes must be made in writing prior to Shoot Date and submitted as line items on Final Invoice prior to Final Content Delivery. Payment Schedule: All Deposits must be made prior to Multimedia Production. All Final Balances due must be made prior to content delivery and no later than the stipulated time below. GRAND TOTAL ESTIMATED SERVICES COST: $XXX.00 USD Estimated Total of All Creative Fees + Pre & Post Production Fees + Applicable Commercial Licensing Fees *Final Cost To-Be-Determined & Invoiced upon Final Content Delivery The Total Estimated Services Cost ( Sum Total of: Creative Fee + Pre & Post Production Fees + Applicable Commercial Licensing Fees etc.) is stated above and shall not be altered unless additional services are requested or rendered. In such a case, an Addendum Services Agreement will be submitted to Customer for written approval prior to Shoot Date or final Content Delivery. Customer agrees to pay the total value of all Services rendered: Total Estimated Services Cost ( Sum Total of: Creative Fee + Pre-Production Fees + Applicable Commercial Licensing Fees ). All outstanding balances due upon Multimedia Content Delivery Availability. Content shall not be delivered to Customer until full balance payment is made. Once notification of pending final content delivery is made in writing by Photographer, Customer has five (5) business days to complete total payment without penalty. A 10% Late-Fee for all Services rendered will be assessed for each additional day any outstanding balances are not paid. SINGLE PROJECT OR MONTHLY SERVICE PAYMENTS ONE-TIME | RECURRING BILLING Customer agrees to pay Dan Smarg Photography | Photographer the full balance due for single / individual projects / productions via check or electronic ACH transfer upon or within five (5) business days of Final Content Delivery without Late Fee penalty. For all Monthly Recurring Multimedia Content Production Service Agreement Contracts, Customer hereby agrees to pay Dan Smarg Photography / Photographer on an ongoing 30-Day interval starting with the date of this Service Agreement. Customer may request to pay via TWO separate payments on the 1st and 15th of the 30-Day “month” cycle - beginning with the signing / submission date of this contract. Beyond the initial Deposit Payment, aka “Consideration” paid by Customer to validate, activate and authorize this Services Agreement, payments must be made in-full based on this interval: Customer Payment Interval Via ONE-TIME | 1X MONTHLY PAYMENT or 2X MONTHLY PAYMENTS In the case of an ongoing month-to-month Service Agreement, the full monthly balance is due at the end of every 30-Day Period or bi-monthly interval in order to maintain the Service Agreement weather multimedia content is produced or not within that period. (See specific TERMS below). This is intended as an “In Good Faith” payment to be rendered as compensation for ongoing multimedia and SEO strategy, preparation for pre, location-based or post production services rendered or intended to be rendered at a future date. For convenience and as a courtesy, it is incumbent upon Customer to determine what amount to pay Photographer and at what interval(s), however, PAYMENT IN FULL is due every thirty (30) days. LATE PAYMENT PENALTY Customer hereby agrees to adhere to the Payment Interval stipulated above. If, for any reason, Customer is unable or unwilling to meet payment obligations for Single Project or for Monthly Recurring Services, Customer agrees to notify Photographer in-writing. In-good-faith, Photographer agrees to be “flexible” with Customer’s payment requests and MAY determine a “Grace Period” or “Waiver” can be observed pending review and evaluation of circumstances. If Photographer determines such a delayed payment or waiver of payment or Late Fees is acceptable, Photographer will respond to Customer’s in-writing and clearly stipulate a “Due Date” for a specific outstanding payment balance. Customer hereby agrees to comply with those Terms set forth in such communications, however, any TEMPORARY waiver or reduction in Service Fees or Late Fees does NOT constitute an ongoing addendum to this Service Agreement. It is strictly a one-time OPTIONAL “favor” granted by Photographer - and subject solely to his discretion. Late Payment Fees: If Customer fails to pay Photographer after Final Content Delivery for a Single Project or on the agreed-upon monthly interval for a Monthly Recurring Multimedia Content Production Service Agreement Contract, Customer is considered to be “in default / breach of contract” and therefore will be assessed a 10% LATE FEE for every day beyond five (5) business days after the original payment due date (Final Content Delivery). Example: If Customer owes Photographer $500, then a $50 DAILY Late Fee will be assessed for every day beyond five (5) business days Payment Period. Total Outstanding Balance Payments: Photographer may choose to cease all Multimedia Production Services until any Outstanding Balance Payment is received. If Outstanding Balance Payment is NOT received within thirty (30) days of the original Final Content Delivery date, this Service Contract is considered “suspended pending review.” Photographer is not obligated to perform additional Services until such a review is made. Customer is immediately required to pay the final 30-Day Termination Period Fee (Outlined BELOW) in addition to any and all Outstanding Balance Fees (including Late Payment Fees). Customer hereby acknowledges that Late Payment Fees and 30-Day Termination Fees are COMPOUNDING until fully resolved voluntarily, via legal settlement or by District Court Order. MULTIMEDIA CONTENT PRODUCTION & DELIVERY PERFORMANCE OF SERVICES & FINAL CONTENT DELIVERABLES “Multimedia Production Quality:” Photographer hereby agress to adhere to professional, premium broadcast television standards for any and all Multimedia Content produced under the Terms of this Service Agreement. Photographer may, at his sole discretion, determine the “best” or “optimal” means or forms of content capture. The resolution, lighting, frame-rate, image composition and ALL other Creative Aspects of Production are wholly the responsibility and under the control of the Photographer. Customer is encouraged to provide active input and to participate in the Production Process, making suggestionso or specific content-capture requests, however, Customer hereby agrees to allow Photographer to make the "final decision” about how to actually capture any and all Multimedia Content under the Terms of this Service Agreement. Individual or Monthly Recurring Multimedia Production Requests | Assignments | Projects: Customer may request or notify Photographer in writing of Multimedia Production Assignments, Projects or any Production or Marketing “needs / objectives.” If none are stipulated, Photographer will endeavor to propose specific SEO-Optimizing Multimedia Content to be produced. Customer will agree to or amend any such recommendations and make final approval in-writing for any Productions. Multimedia Production Scheduling: Photographer requests to handle all Multimedia Production preparations and scheduling to streamline the Production Process. Customer may make specific requests about timing, location, etc, but is asked to allow Photographer to make all final arrangements and handle all official communications in an effort to properly align all the “moving parts” without Customer involvement or interference. This is simply to “keep it simple” so there are no miscommunications or expectations set, implied or discussed that Photographer is not aware of first-hand. That way “everyone is on the same page” prior to and after all Productions. Final Content Delivery Deadline | Estimated Delivery Dates & Rolling Content Delivery Schedule for Monthly Recurring Contracts: If Customer requests Photographer to deliver Multimedia Content by a specific date for a product release or ad campaign, for example, Photographer will endeavor to accommodate Customer’s request. Pending review and approval, Photographer may voluntarily elect to deliver all content to Customer by a specific date. Otherwise, Customer can expect Photographer to submit a Final Content Delivery “as soon as possible” pending Photographer’s schedule and availability via an “Estimated Delivery Date.” Photographer is not required to deliver content prior to any estimated date. However, Photographer will endeavor to do so or notify Customer of any potential delays. Alternatively, Customer may request Expedited Rush Delivery Services (Outlined BELOW) for a Rush Delivery Fee. For ALL Monthly Recurring Multimedia Content Production Services Agreement Contracts, Customer hereby agrees to a “rolling content delivery schedule.” Due to the nature of “ongoing” monthly contracts, no specific deadlines for Final Content Delivery are hereby implied nor projected. If Customer has a specific Content Delivery deadline that must be met for a product launch or digital ad campaign, for example, Customer may notify Photographer of the desired delivery date and Photographer will endeavor to accommodate pending review. Expedited Rush Delivery Fees may still apply. Expedited Rush Delivery Services: Customer hereby acknowledges that any Single Project or Monthly Recurring Multimedia Content Production Services Agreement Contracts does not mean that Photographer “works for” or is exclusively contracted to service Customer’s multimedia production requests. Photographer’s schedule may vary and Customer is requested to respect that. If Customer ever needs Final Content Delivery by a specific date or time that was not previously stipulated in writing or verbally, Customer may request an Expedited Rush Delivery that will be reviewed and potential fees assessed. Subject to approval by both parties, Customer and Photographer. Photographer will always endeavor to accommodate Customer’s request(s) without assessing fees. Multimedia Content Asset Volume: Due to the subjective nature of single production OR ongoing / recurring monthly Service Agreements, pending schedules, varying production requirements, delays, budgetary constraints etc, NO SPECIFIC VOLUME of multimedia assets or delivery is hereby implied nor granted. At his sole discretion, Photographer determines the total volume of multimedia content to be delivered to Customer consummate with the terms and budget outlined in this Service Agreement. Regardless of the total volume of content Photographer produces and delivers, Customer agrees to pay Photographer for single project content OR continued content delivery via monthly payments every thirty (30) days. If Customer wishes to “increase” the volume of multimedia content produced, a written request must be issued to Photographer. If Photographer deems that additional Multimedia Content will exceed the value of current payments received, Photographer may request to temporarily or permanently amend Monthly Services Contract to increase overall production budget. (See Addendums & Amendments BELOW…) Customer’s Right To A Timely Delivery: Photographer agrees to complete the production of Customer’s Multimedia Content in a timely and professional, “premium broadcast quality” manner as well as provide Customer with the following unless otherwise stipulated. Similarly, Photographer will endeavor to deliver Multimedia Content in a “timely” manner, but reserves the right to deliver it up to the full extent of the allotted twenty (20) business day delivery period. Optional Use of Sub-Contractors: Due to the potential for scheduling conflicts, Photographer agrees to personally perform or sub-contract or, if deemed necessary and approved by Customer, refer one of its professional affiliate Digital Content Producers (hereby also referred to as “Photographer(s)” for the purposes of this agreement) to capture premium, broadcast quality digital photographs/digital content as per the Terms of this Service Agreement, allowing for independent artistic expression and professional discretion to achieve Customer’s commercial or curated content objectives. Any Third Party / Proxy Producer will operate as a Sub-Contractor to Dan Smarg Photography and is therefore also responsible for operating under the Terms of this Service Agreement. Production Assistants: Photographer requests Customer to appoint or provide “Production Assistants” wherever possible to facilitate and expedite the overall Production Process. This is not required, however, in Customer’s best interest, to provide assistants who are responsible for helping Photographer accomplish all Production Objectives. For particularly complicated or lengthly Productions, Photographer may request Customer to increase the budget or outright pay for more qualified or professionally / technically trained Assistants to help with Production. Customer is not obligated to approve additional funds to sub-contract those Assistants, however, Photographer highly recommends it because it ultimately serves Customer’s “bottom line.” Content Capture Means: Photographer will use professional digital content capture skills and equipment as well as post-production management knowledge to produce exceptional quality multimedia content for Customer. Customer may review Photographer’s Gear List… Rental Equipment | Additional Crew: As stated above, any specialized equipment or additional crew members required to reasonably and professionally capture Customer’s desired content may be rented or retained at the Customer’s request and in the legal name of the Customer or Company. Photographer may also assist in crew hiring or rental equipment reservations, pick-up or drop-off, however, Customer or Customer’s Legal Entity is solely responsible for any additional costs for crew or rental equipment etc. even if sub-contracted by Dan Smarg Photography. Preview Content & Total Content Deliverables: If requested, Photographer will provide Customer with an optional maximum upload of three [3] RAW preview images or screen-grabs from RAW video content immediately upon capture for promotional-use or quality review. Customer will receive the top 5% of RAW selects of the total photos captured (Example: 50/1000 Images) or a specific video with a duration clearly stipulated in this Services Agreement via secure FTP server link within one [1] to twenty [20] Business Days of the scheduled photo shoot depending on total Photo or Digital Video Mastering / Editing required. Rush Delivery Services and Rush Fees may apply. More images / digital content may be requested by Customer if desired. Final Deliverables are stated above under the “Services Provided” section above or “Custom Services” section below. Any additional requests subject to Photographer approval given timing and budgetary considerations. Additional Creative Stipulations / Content Requests or “Custom Services” such as Rush Delivery Services: Any additional creative stipulations or content capture requests by Customer must be provided in writing a minimum of three (3) business days prior to Shoot Date to allow for any additional pre-production, rental service or other arrangements to be efficiently executed per Customer’s specifications. Any “last minute” changes or requests by Customer will be considered and executed to the best of Photographer’s ability, but no guarantees are hereby implied or promised. Final Content Delivery: Customer must clearly stipulate the final form, volume and length of the Multimedia Content to be produced a minimum of three (3) business days prior to Shoot Date to allow for sufficient Pre-Production and/or budgetary considerations / alterations. This allows Photographer to properly determine total Creative Fee. Any changes made to Multimedia Content outlines after the signing of this Services Agreement must be made in writing and an Addendum to this agreement issued and signed a minimum of three (3) business days prior to projected or proposed Shoot Date. Ongoing / Monthly Multimedia Content Service Agreement Content Delivery: Due to the nature of “ongoing” Content Creation & Delivery Services including, but not limited to: SEO Content Strategy, Media Coaching Sessions, RAW Multimedia Content Production, Multimedia Commercial Licensing, Multimedia Editing & Posting, Photographer is not obligated to deliver a “specific” volume or “limit” of Multimedia Content to Customer. Rather, the Services Agreement automatically renews every 30 days on an “in-good-faith” basis until such time that either Party determines to terminate this Service Agreement. Terms of Service Agreement Termination outlined below. Production Progress Reports: After each Production, Photographer will endeavor to inform or update Customer of what content was captured and how the overall Production “went.” Think of this as an “After-Action Report” in which Photographer will brief Customer on all notable aspects of any given Production. This is not a requirement, but int he interest of all Parties, Photographer will endeavor to furnish these details upon request for a Single Project or “regularly” for all Monthly Recurring Multimedia Production Contracts. Customer Feedback & Production Notes”: Photographer requests Customer feedback and specific “Production Notes” on every Production. Customer may choose to provide these notes verbally if they are simple or, if they include specific alterations or RE-shoot requests, in-writing so Photographer can clearly understand and make arrangements to satisfy Customer requirements to the best of his ability. FULL RE-Shoot Requests: Photographer does NOT offer “FREE” RE-shoots. Specifically, Customer may request a reshoot if he is “completely dissatisfied” with the results of the Final Content Delivery. In such a case, Photographer hereby agrees to take Customer’s feedback into consideration, but is not obligated to re-shoot any Multimedia Content without compensation. However, after review, Photographer may determine that it is in the best interest of the ongoing or future working relationship with Customer that such a re-shoot or partial re-shoot may be granted to satisfy Customer requirements / requests. BOTH Parties hereby acknowledge that the PRE-Production Process is clearly outlined in this Service Agreement specifically to avoid such circumstances. And while extremely rare, Photographer shall not “rule them out.” However, Customer hereby agrees to fully outline all Multimedia Production requirements and requests as clealry as possible PRIOR to Production to avoid any miscommunications that might lead to a need for a total re-shoot. If Photographer determines a re-shoot is mandated without compensation due to gross miscarriage of Production duties or unforeseen circumstances that lead to the breakdown of the professional Production Process, Photographer reserves the right to VOLUNTARILY re-shoot all or part of the previously requested Multimedia Material / Assets. However, if Photographer deems that the re-shoot is predicated on a lack of or unclear communication on the Customer’s part - or any other circumstances beyond his control - Photographer reserves the right to either deny Customer a re-shoot request or to issue a Re-Shoot Invoice for Customer approval PRIOR to any additional production or “re-shoot” production. Customer “Satisfaction Guarantee:” As previously stated under the Quality Control Section, Photographer endeavors to always adhere to professional, premium broadcast quality standards for all Multimedia Content captured. As such Customer’s subjective “Satisfaction” is “Guaranteed” in-so-far as it is predicated upon Customer’s “trust” in Photographer’s ability, both technical and creative, to capture the best SEO-Optimized Multimedia Content possible to advance Customer’s marketing or business growth strategy. Photographer is hereby NOT obligated no is subject to Customer “review” on this basis. Any egregious malfeasance in this regard shall be documented and Customer may reserve the right to engage a Third Party to evaluate the “quality” if so desired. NON-Exclusive Commercial Content Use: All NON-Exclusive Commercial Licensing for content-use is hereby included in all multimedia forms in-perpetuity unless otherwise stipulated and agreed upon under the Dan Smarg Photography Commercial Licensing Agreement. If no Commercial Licensing Agreement is signed in addition to this Service Agreement, the NON-EXCLUSIVE commercial-use of any and all content produced in execution of this Services Agreement is hereby implied and therefore granted. However, if Customer intends to use the content captured for “continued profit” (eCommerce Products, Ongoing Services etc.) or commercial promotion in local, regional or national distribution, all commercial content-use must be discussed and stipulated in writing via a Commercial Licensing Agreement (CLA). That CLA must be signed a minimum of three (3) business days prior to Shoot Date. If a CLA is mandated, Customer will be asked to review and complete a Commercial Content Licensing “Media Permissions” Form here: Commercial Licensing Explained The CLA is intended as a supplemental corollary agreement to this Service Agreement. As such, all licensing arrangements agreed upon within the context and constraints of that CLA supersede the “Non-Exclusive Content-Use” implied and granted by this Service Agreement alone. Note: Licensing may seem “overly complicated,” but Photographer will make the use of your multimedia content within the context of your stated use very simple to understand. If you have any licensing questions, please don’t hesitate to ask! All EXCLUSIVE Rights to Multimedia Content retained by Photographer in-perpetuity in accordance with U.S. Copyright Law unless otherwise stipulated or contractually released. MULTIMEDIA CONTENT PRODUCTION ADDENDUMS & ELABORATIONS PHOTOGRAPHER’S PROFESSIONAL CREATIVE RESPONSIBILITY Photographer agrees to photograph Customer or Customer’s Products and/or desired Subjects according to Customer’s creative stipulations within reasonable consideration of the described Photo Services. Photographer also agrees to capture all content to the best of his or her ability within the prescribed time allotted. If the shoot extends beyond said time allotment, Photographer must endeavor to complete the shoot as quickly as possible to achieve Customer’s complete satisfaction as soon as possible. SATISFACTION GUARANTEE Customer satisfaction is Photographer’s top priority while producing RAW (unedited) multimedia content. If for some reasonable and professional reason, Customer is NOT satisfied with the Photographer’s craftsmanship, images or content creation ability, Customer may request a re-shoot in lieu of a full or partial refund. However, Photographer reserves the right to consider and investigate all claims for re-shoots and refunds, but is only contractually obligated to execute re-shoots or issue refunds at his or her own professional discretion. In every case, DAN SMARG PHOTOGRAPHY (Dan Smarg) and/or Photographer shall endeavor to propose the best alternative options before issuing a full refund for quality considerations. Customer agrees to thoroughly and reasonably consider all Satisfaction Guarantee alternatives and to agree to pursue the most reasonable course of action to achieve the desired creative results prior to simply demanding a full refund. Therefore, it is incumbent upon the Customer and the Photographer to coordinate their creative and Production efforts to produce the highest quality content possible. Photographer is experienced to work in close conjunction with Customer to achieve the best creative results. Similarly, the Customer must provide clear direction and make suggestions, including creative collateral or comps, about the quality of the content prior to or during the photoshoot/content creation process. As a result, no refund requests should come as a “surprise” to either the Photographer or Customer. Thank you for your understanding. We’re doing great work here, people! MULTIMEDIA CONTENT REVISIONS Photographer agrees to provide Customer with premium quality, fully edited (aka “Mastered”) content. However, if Customer is NOT satisfied with the results, as a professional courtesy, Photographer is hereby required to provide one (1) round of “reasonable revisions.” This includes, but is not limited to, any revisions that are required to reasonably satisfy Customer’s creative objectives. If Customer requests further changes that exceed “reasonable” revision or enter into a whole new scope of post-production, Photographer may request Customer to purchase additional “Photo Mastering or Video Editing Services” on a pro-rated or hourly basis. Fees may vary depending on Customer request. TIME ALLOTTED & OVERTIME FEES In the interest of all parties to expedite production and keep overall costs to a minimum, Photo / Content Services are offered with a projected time limit. Please bear in mind that this time limit (Example: “Half Day Shoot” Rate) is intended as an initial guideline for budget purposes and is based on the Photographer’s years of professional production experience. All timelines are designed to maximize Content Deliverables, but also maintain a strict adherence to Customer budget. However, production timelines are subject to change with the following considerations and stipulations: Both the Customer and Photographer are requested to adhere to the initially agreed-upon time limitations. Example: Photographer agrees to adhere to a “Half-Day Shoot Schedule” and not extend to a Full-Day unless previously agreed upon by Customer. And Customer agrees not to “expect” Photographer to render additional services or offer extended production times without proper consideration or monetary compensation. Therefore, if it is determined by both parties that additional time is needed to complete the shoot, Customer and Photographer may mutually decide to continue via verbal or via written (email etc.) stipulations. In other words, we will get you everything you need and are happy to go the extra mile, but please be considerate of the time and resources required to produce exceptional content! If Customer determines more time is necessary, Photographer will maintain an accurate record of what additional time is used to complete the shoot. Both parties must respectfully acknowledge that a significant period (over an hour) of additional time required to complete a shoot implies that the Customer will pay an extra fee of 20% the initial value of the initial Creative Fee (stated above) per additional hour in production. (Example: $100 per hour of over-time on a $500 Creative Fee for a Half-Day Shoot) FINAL CONTENT DELIVERABLES & ADDITIONAL POST-PRODUCTION PROCESSING Included with Creative Fee, Photographer agrees to submit every fully mastered image or fully edited video Customer specifically requests via this Services Agreement. Therefore, all Post-Production required to deliver Customer’s content must also be discussed and agreed upon in this Services Agreement prior to Shoot Date. Any and all additional Post-Production Services rendered are subject to the “Time Allotted & Overtime Fees” clause pending approval by both parties. Generally speaking, all Post-Production and multimedia processing for premium quality standards is included with the original Creative Fee. However, if Customer requires additional “improvements” to Multimedia Content, any additional time or resources to achieve premium quality results are subject to invoicing and Customer approval prior to execution by Photographer. (Example: Customer asked for a 30-Second 4K Video edit of a commercial, but decides a 3-Minute Promo is a better way to market. Adding 2.5 minutes to the final edit will require Additional Post-Production Processing Services.) All additional photos/content (I.E. anything not specifically stipulated in this agreement such as RAW images or RAW video files) are, by default, provided to Customer upon request, in 100% RAW (unedited) form. If additional content is requested, Customer may book additional mastering services. Pro-Rated fees may apply. Please inquire at the time of your request and Photographer will accommodate your needs within your proposed budget. As stipulated above, Ongoing / Monthly Multimedia Content Service Agreement Content Delivery: Due to the nature of “ongoing” Content Creation & Delivery Services including, but not limited to: SEO Content Strategy, Media Coaching Sessions, RAW Multimedia Content Production, Multimedia Commercial Licensing, Multimedia Editing & Posting, Photographer is not obligated to deliver a “specific” volume or “limit” of Multimedia Content to Customer. Rather, the Services Agreement automatically renews every 30 days on an “in-good-faith” basis until such time that either Party determines to terminate this Service Agreement. Terms of Service Agreement Termination outlined below. “FREE” MULTIMEDIA PRODUCTION & MUTUAL PROMOTIONAL COLLABORATIONS Photographer may decide to collaborate with a “Customer” on a NON-monetary or “Speculative” basis to either form the foundation of a paid engagement OR to mutually benefit from an ongoing promotional engagement. Multimedia & Promotional Services Collaborations may take several forms, either provided to Customer / Collaborator / Legal Entity by Dan Smarg Photography or rendered by the aforementioned to Dan Smarg Photography in another form. Collaborations and Promotions may also include, but are not not limited to, Multimedia Production, on-site live or digital Service such as a “Live Experience,” Photography Tour / Photo Shoot, Master Class Instructional, Real Estate Promotion etc. “In-Good-Faith” Reciprocity: Both parties hereby agree to act in each others’ benefit for the financial gain and promotion of each others’ separate business entity. Therefore, for the purposes of this Services Agreement, Dan Smarg Photography will conduct business professionally and to its full capability “in-good-faith” with any and all Collaborators as if they are Direct-Booking (paying) Customers or Legal Entities. Likewise, Customer, Collaborator or Legal Entity agrees to do the same. In each individual case of Collaboration or direct referral for services, Total Collaboration Commission Fee(s) shall be determined verbally then, clearly outlined within this Services Agreement prior to engaging into in any active or ongoing Collaboration for Commission Fees. These Collaboration Fees will be a part of the this overall “Services Agreement” with a few specific stipulations: Multimedia or Direct Referral “Services Rendered:” For the benefit of the voluntary Collaboration of both parties within the terms of this Agreement, any and all Multimedia or Direct-Referrals that result in monetary gain of any shape or form, via direct payment or otherwise, are hereby considered to be “Services Rendered” to the other party. Therefore, both parties agree to fairly and fully compensate each other via “Commission Fee” (stated above based on a nominal percentage value of the total Services Rendered). These services include Multimedia Services or “Short-Term Rental Services” or any other form of promotional or “booking” based services. Defined Direct-Referral Services Rendered: If either party “refers business” either directly via verbal, phone or digital means to the other party and that referral results in monetary gain, the beneficiary of that income hereby agrees to fairly and fully compensate the referring party according to the terms of the this Agreement. Defined Direct-Booking Services Rendered: During the course of an ongoing Collaboration, Customer, Collaborator or Legal Entity may determine it wants Dan Smarg Photography to perform specific Multimedia Content Production Services. Those services and multimedia shall be provided under a separate Services Agreement that clealry stipulates the terms of that separate Agreement. Under no circumstances will either party imply or otherwise “Engage” the services of the other without first entering into a Direct-Booking Services Agreement. Free-Market | Third-Party Referral Origin: Some referrals generated or procured by either party may originate from a third-party legal entity or individual. Both parties hereby represent that they themselves are fully independent legal business entities and are within their rights to operate as autonomous businesses. Therefore, any referral that may or may not “come from” a third-party source is not attributable nor credited to that source. This Agreement is solely between the signatories of this digital document and does not imply or involve any third-party affiliation regardless of origin or incorporation status. Both parties further acknowledge that they do not represent a third-party entity that is not listed or signed in this Agreement. All referrals and business conducted between parties in this Agreement is 100% voluntary within the laws of the United States’ free-market economy. Voluntary Collaboration for “Financial Gain:” Both parties voluntarily agree to financially gain from the direct-referrals or direct-bookings that result in accordance with the terms set forth in this Agreement. It is neither implied nor granted that either party shall “unilaterally benefit” from the active promotional efforts of the other party; specifically that both parties shall benefit “equally” in an ongoing, good-faith capacity for the full term of this Agreement. Commissions to be Paid to Customer, Collaborator, Legal Business Entity: For all “Collaborative Referrals & Services” rendered, legal “consideration” to validate this Agreement in the form of monetary or multimedia compensation (or combination thereof) must be provided and submitted according to the timelines in this Agreement. Unless specifically waived or forfeited, all forms of compensation must fully documented: Any ACH Bank Transaction or Third-Party Transfer (Paypal, Venmo, Zelle etc) or cash/check payment must be sufficiently invoiced and considered as “Business Income” for both parties’ financial records and tax statements. If Customer, Collaborator, Legal Business Entity facilitates or directly enables Multimedia Production Services, Live Media-based “Experiences,” or any other kind of Services such as services involving multimedia production for proprietary, commercial or professional promotion, physical product placements or advertisement with Social Media Influencers, local businesses etc. as a result of efforts made to specifically drive sales to Dan Smarg Photography, it is hereby agreed upon that Commission Fees will be paid by Dan Smarg Photography to Customer, Collaborator, Legal Business Entity in good faith. Commissions to be paid to Dan Smarg Photography: For all “Collaborative Referrals & Services” rendered, legal “consideration” to validate this Agreement in the form of monetary or multimedia compensation (or combination thereof) must be provided and submitted according to the timelines in this Agreement. Unless specifically waived or forfeited, all forms of compensation must fully documented: Any ACH Bank Transaction or Third-Party Transfer (Paypal, Venmo, Zelle etc) or cash/check payment must be sufficiently invoiced and considered as “Business Income” for both parties’ financial records and tax statements. If Dan Smarg Photography facilitates or directly enables Multimedia Production Services, Live Media-based “Experiences,” or any other kind of Services such as location or business promotion, short-terms rentals, product placements with Social Media Influencers, local businesses etc. as a result of efforts made to specifically drive sales to Customer’s, Collaborator’s, Legal Entity’s Business, it is hereby agreed upon that Commission Fees will be paid by Customer, Collaborator, Legal Business Entity to Dan Smarg Photography in good faith. Payment on a “Per-Case” / Individual Collaboration Date Basis: Although all “Collaborations” are ongoing until voluntarily terminated by either party, both parties agree to compensate one another accordingly on a case-by-case basis. Specifically, for each date Services are rendered by either party, both parties agree to issue invoices to be paid. Invoices & Financial Records: As such, both parties agree to keep and provide detailed Invoices and Financial Records for all Services Rendered or Direct-Referrals made. The beneficiary/recipient/Payee of each Commission shall submit an invoice to the Initiating Party for approval. Upon approval, payment (Commission) shall be rendered. Payment Terms: Commission Payments shall be submitted and paid by both parties in a “timely basis,” but no longer than ten (10) business days after Invoice is jointly approved. If, for any reason, both parties do not jointly approve the submitted invoice, each party agrees to correct or rectify any discrepancy with the utmost expediency so that the invoice can be paid within the initial ten-day payment period. If more time is needed, both parties agree to expedite the documentation and payment process by all means necessary to ensure the most timely payment reasonably possible. Payment Defaults: Collaborations are jointly agreed-upon by both parties. Therefore, Payment Defaults should not occur because both parties agree to operate in a professional capacity to actively promote the ongoing business operations or services of the collaborator. However, should a Payment Default (aka “NON-payment”) occur, this Services (Collaboration) Agreement is subject to immediate termination and Legal reprisal for “Services Rendered” in the State of Montana. No Guarantee of Services or Commissions Leads: It is understood by both parties that neither Services nor Commissions are implied nor guaranteed under the terms of this Agreement. All efforts will be made, however both parties agree that all referrals for the procurement of business opportunities, “qualified leads”, sales calls, correspondence, etc are all entirely based on this voluntary engagement - they are neither required in volume nor specific timeline. Neither Dan Smarg Photography nor Customer, Collaborator, Legal Business Entity may expect or request any direct-referrals or commissions fees for any other purposes aside from mutually documented sales secured by both parties. Lead Generation & Notice In-Writing: In good faith, both parties agree to properly notify each other when a sales lead or Direct-Referral is generated and when a sale is secured as a result of that notification. Financial Records & Bookkeeping: Both parties agree to operate under separate (NON-joint) entity status. Both are responsible for securing and recording all necessary financial documentation or third-party services for their own businesses. However, for legal and tax records, both parties also agree to share all bookkeeping spreadsheets or files at least thirty (30) days prior to any quarterly or annual tax filing deadlines. In good faith, each party will submit those documents or spreadsheets to the other party on a voluntary basis without the need for prior request. Upon request, both parties agree to furnish any documentation as soon as possible to facilitate the Collaborator’s financial filing requirements. Tax Form 1099-NEC: Due to the independent, voluntary nature of Multimedia Collaborations and the variable amounts paid by either party for Services rendered or Direct-Referrals, both parties agree to provide a completed Form 1099-NEC for “Non-Employee” (aka Subcontractor) compensation for any and all amounts exceeding $600 per annum. Both Parties are responsible for properly documenting and filing their own business State and Federal Tax Forms on a timely basis. Multimedia Content Collaboration & Authorship: Both parties to this Agreement agree to openly and actively collaborate in making Multimedia Content beneficial to both parties, businesses - referred to in this Agreement collectively as "the Work." Both parties shall also fully and completely cooperate with regard to the promotion and exploitation of the Work and all ancillary, subsidiary, related and allied rights (the "Ancillary Rights") Exclusive Multimedia Rights: As the original creator entity of the the Multimedia Content, Dan Smarg Photography shall retain 100% Exclusive Multimedia Rights In-Perpetuity unless otherwise released or fully or partially licensed to a Third-Party Entity of his/its choosing. In good faith for the ongoing benefit of promoting both parties’ business interests, sales leads etc, Dan Smarg Photography hereby grants Customer, Collaborator, Legal Entity the right to use any and all Multimedia provided at its discretion for as long as this Agreement remains valid. If Dan Smarg Photography determines that the Customer, Collaborator or Legal Entity is commercially profiting beyond the “reasonable” expectations of this Collaboration Agreement, it may terminate this Agreement at any time and immediately request the Customer, Collaborator, Legal Entity to purchase ongoing commercial-use rights as determined by its Standard Commercial-Use Rights Agreement or to cease featuring any and all Multimedia on all platforms, digital, print or social media. “Reasonable Expectations” for commercial profit are hereby defined as an “In-Good-Faith” volume with the knowledge that Dan Smarg Photography only secures payment by the rendering, production or licensing of its services and multimedia content while the Customer, Collaborator or Legal Entity may potentially use said Multimedia to unilaterally benefit without reciprocity. In addition, it is also mutually acknowledged that Dan Smarg Photography normally charges Customers / Businesses in an ongoing monthly capacity for the limited commercial use of all Multimedia Content produced under this Service Agreement. However, within this “Collaboration” clause, said commercial-use licensing is temporarily waived as a courtesy for all media provided “free-of-charge” to the Customer, Collaborator, Legal Entity. This gesture is in good faith for the joint benefit of the parties named and solely of its own revokable volition. Furthermore, Customer, Collaborator or Legal Entity may not “demand” the use of any multimedia content produced on, in or around their place of business. Dan Smarg Photography will, in-good-faith, provide all multimedia on an ad-hoc, voluntary basis. As a result, under the specific terms set forth within the context of this “Multimedia & Promotional Services Collaborations” Clause, both parties are freely authorized to “use” the multimedia created or submitted by Dan Smarg Photography for commercial or promotional purposes such that said use shall result in further ongoing direct-referrals or direct-bookings (financial gain) for both parties. Property & Appearance Releases: As further stipulated under the later terms outlined in this Agreement, Customer, Collaborator, Legal Entity agrees to adhere to all standard terms outlined in the Property & Appearance Releases required of all Customers - paying or otherwise “Collaborating.” Any and all Appearance or Property Releases submitted by Customer, Collaborator or Legal Entity are hereby considered to be an irrevocably intrinsic facet of this Agreement. Third-Party Licensing Notifications: Each party agrees to keep the other fully apprised of all matters regarding the exploitation of the Multimedia Work and the Ancillary Rights issuance/usage, including but not limited to, offers, negotiations, and communications from interested third parties regarding the purchase, license or “lease” of production rights in the Multimedia Work. As Exclusive Rights Holder of all Multimedia, Dan Smarg Photography agrees to provide consideration to Customer, Collaborator, Legal Entity should such consideration result in significant financial gain. In layman’s terms, Dan Smarg Photography isn’t going to license media created on-location to Coke to use in their next national ad campaign with no monetary compensation to the property owner! Party Responsibilities: Both parties shall perform and fulfill, promptly, actively and on-time, all of its obligations under the Agreement. Each party will contribute to the efficient flow of information and access to relevant data according to the agreed access rights and confidentiality to ensure the efficient execution of this Agreement. Each part shall inform other parties in the project of relevant communications it receives from third parties in relation to the project. Term & Termination of “Multimedia & Service Collaborations: This Agreement shall come into force as of the date of its signature by the parties. This Agreement will remain in effect throughout the term of the copyright and any extensions of the copyright in the Multimedia Work. If either Party wishes to terminate this Agreement, they must do so and receive a counter-signed intent-to-terminate acknowledgement from the other party prior to final termination. If either party dies during the term of this Agreement, the surviving party will have the exclusive right to act in all respects as though the survivor were the sole author; provided, however, that the name of the deceased party will continue to appear in all credits as specified in the section of this Agreement entitled "Authorship Credit," and the decedent's estate will be entitled to receive all monies and documents that the decedent, had the decedent lived, would have been entitled to receive under this Agreement. Miscellaneous Defaults: Any default by either party under this Agreement, including but not limited to, a breach of obligations and covenants, a failure to accord or adhere to processing, publishing or other schedules, a failure to exploit, unauthorized exploitation, or an unauthorized assignment or sublicense ("Event of Default"), shall give the non-breaching party the right to demand in writing that the breaching party cure the Event of Default within ten (10) working days, after which time the NON-breaching party shall have the right to immediately terminate this Agreement if such default is not cured. If a breach occurs after acceptance of the final draft of the manuscript for the Work or after the licensing of an Ancillary Right in which the copyright is co-owned, the breaching party shall nonetheless fulfill his or her obligations outlined within this Agreement. MISC. LEGAL STIPULATIONS… ADULT & MINOR APPEARANCE | PROPERTY LIABILITY RELEASES All legal Adults over the age of 18, Minors under the age of 18 and Property(ies) involved in the Production and execution of this Services Agreement must be fully released of liability a minimum of three (3) business days prior to Shoot Date. Each party involved or responsible for the release of the property must sign a liability release upon the execution of this Services Agreement: Release Links RELEASES PRODUCTION & GENERAL LIABILITY INSURANCE Photographer represents that he/she is fully commercially insured to perform any and all creative services rendered to execute this Services Agreement. Customer also agrees that the Production is insured under a General Commercial Liability Policy and shall NOT hold Photographer responsible for any loss or damages to any persons or property involved. Any additional insurance required for the Production must be stipulated in writing as a special Addendum Clause in this Services Agreement. Customer is responsible for and agrees to pay for all additional Production Liability Insurance. SERVICES WARRANTY DAN SMARG PHOTOGRAPHY (Dan Smarg) and Photographer shall endeavor to provide Services and meet its obligations under this Services Agreement in a timely and professional manner, using knowledge and recommendations for performing the Services which meet the highest quality industry standards. In a conscientious and deliberate effort to secure future bookings and direct referral opportunities, Photographer will provide a modicum of care equal to, or exceeding, content quality offered by similar regional service providers. RELATIONSHIP OF PARTIES It is understood by the Customer the Photographer is an independent contractor and not the Customer’s employee. No further employment, legal responsibilities, contracts, personal or financial liabilities are hereby assigned or implied. LIMITS OF LIABILITY With the execution of this Services Agreement and by purchasing Photographer’s Services, Customer hereby acknowledges that neither DAN SMARG PHOTOGRAPHY (Dan Smarg) nor the Photographer shall be held liable for any property damage or injuries to persons that may occur with relation to the Production. All limits of Liability are the sole responsibility of each individual involved in the Production of content and execution of this Services Agreement. Furthermore, all liability is hereby implied and therefore released pending Customer’s submission of his or her Model and/or Property Releases. All Addendum Releases shall be submitted as corollary agreements to this Services Agreement and no later than three (3) business days prior to Shoot Date. MATERIAL BREACH | DEFAULTS The occurrence of any of the following shall constitute a material default or “contractual breach” under this Service Agreement Contract: The failure to adhere to any terms in this Service Agreement by either intentional, implied or UNimplied default. The failure to make a required payment when due. The legally documented insolvency or declaration of bankruptcy of either party. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. The failure to make available or deliver the Services in the time and manner provided for in this Services Agreement. FORCE MAJEURE If performance of this Service Agreement or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, Acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. NO JOINT VENTURE This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers nor constitute any party the agent of any other party, and neither party shall have the power to obligate or bind the other party in any manner whatsoever. Reservation of Rights: Any rights not expressly granted by a party to this Agreement are reserved to that party. Without limiting the foregoing, nothing in this Agreement shall be construed to prevent the parties from creating a work not involving… Additional Documents: Each member must execute all additional documents and take all actions as are reasonably requested by the other members in order to complete or confirm the transactions contemplated by this Agreement. Successors and Assigns: This Agreement shall be binding upon the parties' heirs, assigns, successors-in-interest, executors, administrators, and any other persons or entities acquiring an interest through transfer, conveyance, succession, or inheritance, as may be permitted herein. SERVICE AGREEMENT TERMINATION BOTH parties, Customer and Photographer, agree to execute all Terms and parameters of this agreement “in good faith.” Specifically, this Services Agreement shall continue in perpetuity until it is either terminated or amended by either Party or mutually by both Parties; Photographer and Customer, in-writing. If any provision of this Services Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If either Party wishes to terminate this Services Agreement, they must do so in writing and allow the NON-terminating Party TEN (10) business days to propose correction, amend contractual terms or accept final termination in-writing. Upon receipt of proposed corrections, BOTH Parties will endeavor, in-good-faith, to resolve any implied, perceived or material breaches of this Service Agreement. As such, BOTH Parties are encouraged to cite grievances and/or proposed Amendments or Addendums to this Service Agreement that will serve to not only resolve any alleged disagreement or perceived default, but also be the foundational elements of terms to be stipulated in a newly drafted Service Agreement. As the Issuing Party, Photographer hereby agrees to draft any new Service Agreement Amendments or Addendums then submit to Customer for review. Customer is encouraged to respond in a timely manner to facilitate ongoing and continued professional relations. If both parties agree to the terms of a New Service Agreement, they hereby agree to terminate this Service Agreement and enter into a new Service Agreement that will supercede the terms of this Agreement. 30-Day Final Termination Term Period: If no Amendments or Addendum can be resolved, both Parties agree to voluntarily and mutually terminate this Agreement in-good-faith. Once such an agreement in-writing is submitted and acknowledged by BOTH Parties, this Service Agreement is null-and-void THIRTY (30) business days after the date of termination. Customer hereby agrees to pay any outstanding balances, fees or ancillary costs submitted by Photographer for review. In the case of the termination of a Monthly Recurring Multimedia Content Production Services Agreement Contract, Customer hereby agrees to pay the final 30-day monthly installment payment stipulated by this agreement. Photographer hereby agrees to submit and furnish ALL Multimedia Content requested by Customer. In-good-faith, Photographer will provide the “final value” requested or stipulated by the terms of this Service Agreement to Customer. In the event of termination of this Agreement by either Party, ALL COMMERCIAL-USE CONTENT LICENSING RIGHTS stand according to U.S. Copyright & Intellectual Property Law. If ONE party does NOT agree to terminate or acknowledge the request to terminate this Service Agreement, then the NON-initiating Party may decide to seek legal counsel, District Court Small Claims Judgement or any applicable remuneration for alleged or perceived “damages” via local or state legislation. Once a resolution is processed by legal counsel, City or Local State Courts, BOTH Parties hereby agree to comply with the rulings without further action. ONGOING COMMERCIAL-USE CONTENT LICENSING RIGHTS Per U.S. Copyright Law & Intellectual Property Law, Photographer retains ALL EXCLUSIVE RIGHTS to use, profit from, distribute or disseminate any and all Multimedia Content produced under the terms of this Service Agreement. Customer retains NON-EXCLUSIVE RIGHTS to use, profit from, distribute or disseminate any and all Multimedia Content produced under the terms of this Service Agreement. In the event of a Service Agreement termination or amendment that results in altered terms, Customer hereby agrees to obtain ongoing Commercial-Use Content Licensing Rights from Photographer in-writing. Any and all UNlicensed use of Multimedia Content produced under the terms of this contract are strictly prohibited. SERVICE AGREEMENT TERM DAN SMARG PHOTOGRAPHY (Dan Smarg), Photographer and Customer hereby agree that this Services Agreement shall commence on the Date Of Submission and it shall be valid in-perpetuity unless or until mutually amended or terminated by BOTH Parties. This Services Agreement may be extended and/or renewed by additional or supplemental Addendum Agreements of all parties memorialized in a subsequent amendment. This Services Agreement is hereby made effective as of its completion and submission date (the "Effective Date"), by and between Customer, Photographer and DAN SMARG PHOTOGRAPHY (Dan Smarg). Should either Party wish to amend or terminate this Service Agreement, they must do so in writing citing any and all perceived or documented defaults. As such, the Amending or Terminating Party hereby agrees to allow the NON-amending or NON-terminating Party amble opportunity to either alter the proposed amendments or correct documented (written stated) defaults cited and either re-consider the proposed amendment or agree to the Terms of Termination. The limit to this time period to respond is ten (10) Business Days beyond which the initiating Party may hereby pursue any and all means to secure legal remuneration, payments and multimedia content delivery. TERMS OF ADDENDUM OR AMENDMENTS Both Parties agree to the following Terms of Addendum or Amendment: Specific Terms of Addendum or Termination: Upon written Request For Termination, both the Terminating Party and the NON-Terminating Party may submit written requests for the specific Terms of Termination. Example: If a multimedia asset is still outstanding (i.e. “In Process” of Ideation, Strategy, Pre-Production, Production, Post-Production or live Posted Social Media Feed, Website or any other means of digital or physical distribution, BOTH Parties may request specific terms of how to arrange final delivery of said multimedia / materials. In good faith, BOTH Parties hereby agree to satisfy these terms, provide all multimedia requests or complete any outstanding services during the Final Term Period. This Services Agreement may be modified or amended in writing, if the writing is signed by all parties obligated under the addendum or amendment. (See Above “Addendums” Terms) GOVERNING LAW This Services Agreement shall be governed by the laws of the State of Montana. SIGNATORIES This Services Agreement is effective as of the date first written above and, by its digital completion and submission via https://www.dansmargphotography.com Form Submission protocols, shall be accepted and agreed upon by DAN SMARG PHOTOGRAPHY (Dan Smarg) by its Founder, Dan Smarg. CUSTOMER DIGITAL SIGNATURE & SUBMISSION NOTICE ***If you agree to the terms stipulated by this Services Agreement, please complete the form below and digitally "sign" this Service Agreement by submitting it.***

Do you fully agree to abide by all Terms & Conditions of the Services Agreement?

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I hereby represent & acknowledge that I am a NON-exclusive United States Copyright & Intellectual Property Rights Law-protected and voluntary recipient of Content produced and will therefore fully disclose any and all intended Commercial (For-Profit) Use of Content produced and EXCLUSIVELY OWNED by DAN SMARG PHOTOGRAPHY, Photographer (Dan Smarg) and its Legal Assigns, Proxies or Sub-Contracted Producers.

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Note: Submitting this form is only legally binding if you answered "Yes, I agree." to all Terms & Conditions of the Services Agreement: