Caroline E. Smith

1. Price. Client shall pay the amounts set forth on the Cover Page as payment for the services provided by Caroline E Smith Photography (CESP), and such payment shall be made when due. Any payment not made by the agreed upon due date shall incur a late fee of 5% of the total price. If such invoice remains unpaid (in whole or in part) greater than thirty (30) days, such unpaid amounts shall accrue interest at the rate of 1.5% per month, or the maximum allowed by law, whichever is less. Notwithstanding the foregoing, Client agrees and acknowledges that no photographs will be made available to Client or any other person until all such amounts have been paid in full. 

2. No Refunds. CESP will make reasonable efforts to ensure that Client is satisfied with the photographs delivered under this Agreement. Because photography is, by nature, subjective and the services to be performed under this Agreement are custom, Client is not entitled to a refund for services under this Agreement. 

3. Permits, Fees and Costs. Client is responsible for paying any and all fees associated with a Session. Client is responsible for gathering any requisite permissions and/or permits needed to photograph a Session at a particular location. Client will cover all costs associated with the Session.

4. Term. If this Agreement is for a recurring service, this Agreement shall be for a period of one (1) year, and shall automatically renew for a like term unless canceled by either party at the expiration of any term by providing the other party with no less than sixty (60) days written notice prior to such expiration. The terms of the renewed Agreement shall be the same as set forth herein, except that the Price listed on the Cover Page shall be CESP’s then current pricing for similarly situated clients. If the Agreement is, however, for a one time Session, or limited Sessions, then this Agreement is subject to the restrictions in Section 5 below regarding scheduling. 

5. Photography Scheduling. The Client and CESP will agree on a schedule for the photography event date(s). Client shall make all arrangements to have all necessary people available at the scheduled photography event. CESP shall not be held responsible for impacted events / classes / schedules due to the photography scheduling. Notwithstanding the foregoing, should Client fail to schedule the purchased package within one (1) year of the date of purchase, Client understands that Client forfeits the purchased package, but will have a credit towards any of CESP’s then available packages, less a ten percent (10%) re-purchase fee. 

6. Relay of Information/Schedule. It shall be the Client’s responsibility to relay all information to its employees, students, agents, etc. This information includes, without limitation, all photography event dates. 

7. Completion Schedule. Completion schedules and delivery of products shall be determined from date of final approval by Client. Third-party manufacturing laboratories are utilized for products and may provide restrictions on an order not outlined in this agreement. 

8. Photographs/Videography. The Client shall not engage in photography or videography during the course of any photographic event performed by CESP unless otherwise agreed to by CESP. 

9. Model Releases. All subjects in the photographs will be required to sign a model release before photographs will be taken. To the extent that any minors will be included in the photographs, CESP shall require a model release executed by the minor’s parent or guardian before photographs will be taken.

10. Copyright Ownership. CESP shall retain the copyrights to all photographs and other works created under this Agreement. CESP may use the photographs to promote CESP’s business and to include the photographs in CESP’s portfolio, on CESP’s website, and in any other promotional material created by CESP. 

11. License Grant. Upon delivery of the photographs to Client, CESP grants to Client a fully paid-up, royalty free, nonexclusive, non-transferable, perpetual, irrevocable license to use the photographs produced under this Agreement for commercial purposes, subject to the following limitations. Client may edit the photographs and/or create derivative works for Client’s commercial use. Client may not sub-license the photographs except to the extent the photograph is sublicensed to be used by a third party to promote: (1) Client’s business (e.g., in affiliate marketing or by a joint-venture partner), (2) Client’s appearance at an event (e.g., a live or virtual summit), or (3) Client’s appearance on the third-party’s platform (e.g., as a podcast guest, guest blogger, or video guest). Client may not use the photographs to create physical products for sale, except that Client may use the photographs on the cover or in the contents of a book authored by Client. Client may not: (1) sell copies of the photographs to anyone, (2) enter the photographs into any contests, (3) provide the photographs to be used as stock photos, (4) upload the photographs to any photo-sharing websites, (5) provide the photographs to any third party to be used on social media except as allowed by the provision governing sub-licenses above, (6) use photographs in association with any illegal business or venture, and (7) use photographs in association with any pornographic business or venture. Client is not required to provide attribution or otherwise credit CESPin any way, but Client may not falsely represent or imply that the photographs are attributable to anyone other than CESP. While attribution is not required, it is appreciated where appropriate. Should Client wish to credit CESP, Client should do so in the following ways based on the platform being used: 

On a Website: 

On Facebook:  

On Instagram: 

12. Travel. To the extent CESP is required to travel more than 10 miles, Client is responsible for paying the reasonable travel expenses of CESP. CESP will book the travel and the Client will pay the costs of the travel within 2 business days of CESP providing notice of the booking 

13. Travel Insurance. Unless expressly instructed otherwise by Client, CESP shall purchase travel insurance when booking travel, and Client shall reimburse CESP for this cost. The travel insurance shall be used to reschedule a Session in the event of any travel interruptions, delays, and/or cancellations. Client is encouraged to purchase travel insurance for Client’s travel, if any. Should Client decline to purchase travel insurance and/or instruct CESP not to purchase travel insurance, Client shall bear all risk associated with delays and/or cancellations. Specifically, if Client declines to purchase travel insurance and either party is unable to make it to the session, Client shall not be entitled to schedule a replacement Session. 

14. Travel Delays. In the event of a travel delay affecting either party, CESP and Client shall confer about the possibility of conducting the Session later in the day to avoid the need to reschedule. 

15. Relationship of Parties. CESP is an independent contractor with respect to Client. CESP is not an employee of Client, and this agreement does not create a partnership, joint venture, or any other relationship between the parties.

16. Default. The occurrence of any of the following shall constitute a material default under this agreement: 

a. Client’s failure to make a required payment when due. 

b. The insolvency or bankruptcy of either party. 

c. 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. 

17. Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this agreement (including without limitation the failure to make a payment when due), the other party may terminate the agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this agreement. 

18. Force Majeure. If performance of this agreement or any obligation under this agreement 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, pandemics, 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. All amounts paid hereunder shall be non-refundable by CESP. 

18. Notice. Any notice or communication required or permitted under this agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 

19. Safety. It is important that both Client and CESP feel safe throughout the Session. The parties agree as follows with respect to safety: 

a. CESP has the absolute right to refuse to continue with a shoot if, at any time, CESP feels unsafe (with respect to CESP’s person and/or property) or is subjected to harassment, threats, abusive behaviors, or other hazardous conditions (whether from Client or from others in the immediate environment). If the threat, abuse, harassment, or other unsafe condition is not the result of any action by Client, CESP and Client shall either reschedule the Session or move the Session to a non-threatening location. If Client harasses, threatens, or abuses CESP or puts CESP in a hazardous position, Client shall not be entitled to a refund or to have the Session rescheduled. 

b. Client has the absolute right not to feel uncomfortable or unsafe during the Session. CESP does not want anyone to do something that they feel is risky, dangerous, or inappropriate. Client agrees to raise concerns as soon as they arise. CESP shall comply with any reasonable requests and honor any concerns raised by Client. Because Client is responsible for voicing any concerns, Client agrees not to hold CESP liable for any injury, harm, or damage that may occur during the Session, including from Client taking direction from CESP. By following the direction of CESP without stating concerns, Client takes full responsibility for Client’s actions and all consequences of those actions.

26. Arbitration. Any controversy or claim arising out of or relating to this contract, or a breach thereof, shall be settled by arbitration, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, administered by a licensed Arbitrator in New Orleans, LA, and the arbitration award may be entered for judgment in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may refuse to arbitrate when the dispute is for a sum less than $5,000. In no event shall an award in an arbitration initiated under this clause exceed the contracted price of the controversy in dispute. 

27. Indemnification. The Client shall indemnify and hold CESP harmless for any and all injury to Client during the course of the Session and the immediately surrounding events. Client warrants that they have actual authority to agree to the use of the likeness of all persons photographed and shall indemnify and defend CESP in the event of litigation related to the production or use of such images. 

28. Entire Agreement. This Agreement, in conjunction with the Cover Page attached hereto and incorporated herein constitutes the entire understanding of the parties with regard to the subject matter hereof. All prior conversations or communications regarding this subject matter are incorporated into this Agreement. 

29. No Modification. No modifications to this Agreement shall be effective unless in writing and signed by both parties. 

30. Governing Law/Venue. This Agreement shall be construed and governed by the laws of the State of Louisiana. Venue for the resolution of any dispute hereunder shall be in a court of competent jurisdiction located in Orleans Parish, Louisiana. 

31. No Waiver. CESP’s waiver of any breach of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision hereof. 32. No Assignment. This Agreement shall be binding on the successors and assigns of either party; provided, however, Client may not assign this Agreement without the prior written consent of CESP, such consent shall not be unreasonably withheld. 

33. Attorney’s Fees. If the event of any litigation or arbitration brought by either party to enforce the terms of this Agreement, the prevailing party in such litigation or arbitration shall recover its costs reasonably incurred, including, without limitation attorney’s fees and all costs, premiums for bonds, fees, and other expenses expended or incurred in the action in addition to any other relief that may be awarded. 

34. Severability. If any clause, portion or term of this Agreement shall be declared invalid or unenforceable by any court or any administrative processing, the remainder of the agreement shall remain in full force and effect.