The contract, unsigned.

1.1 Photographer will provide photography services on the date, at the location, and for the duration described in Schedule A (the "Session"), and will deliver edited digital photographs from the Session (the "Photographs") as described in Section 4.

1.2 The scope of the Session is limited to what is described in Schedule A. Any additional coverage, additional locations, additional deliverables, video, prints, or rush turnaround is outside this Agreement and requires a separate written agreement or written addendum signed by both Parties.

1.3 If Client requests that Photographer continue working beyond the hours included in Schedule A and Photographer agrees at the time, the additional time will be billed at the overtime rate stated in Schedule A, in half-hour increments, and is due with the final balance.

2.1 Client will pay the total fee stated in Schedule A. Payment is due according to the payment option selected in Schedule A. The Parties will select one of the following:

(a) Deposit at booking. A non-refundable deposit in the amount stated in Schedule A is due at the time of booking, with the remaining balance due on the day of the Session prior to the start of coverage. Under this option the booking is not confirmed and the date is not reserved until the deposit and this signed Agreement are both received.

(b) Payment in full on the day of the Session, prior to the start of coverage.

(c) Payment on delivery. The total fee is due within the number of days stated in Schedule A after Photographer delivers the Photographs. Under this option no deposit is required, and the booking is confirmed on receipt of this signed Agreement.

2.2 Where option (a) applies, the deposit is applied against the total fee, compensates Photographer for reserving the date and declining other work, and is not refundable except as expressly provided in Section 3. Where option (b) or (c) applies, no deposit is payable and references to a deposit elsewhere in this Agreement do not apply.

2.3 Travel outside a 50-mile radius of Cincinnati, Ohio, and any parking, admission, permit, or venue fees required for Photographer to perform the Session, are billed to Client at cost unless Schedule A states otherwise.

2.4 The license granted in Section 7 does not take effect until the total fee has been paid in full. Until payment is received, Client has no right to reproduce, display, distribute, or publish the Photographs for any purpose, whether or not the files have been delivered.

2.5 Where Schedule A states a total fee of zero, the Session is an unpaid collaboration. No money is owed in either direction, no deposit applies, and the license in Section 7 takes effect on delivery.

3.1 Cancellation by Client. If Client cancels the Session, any deposit already paid is retained by Photographer. No further cancellation fee applies, and Client owes nothing beyond any expenses Photographer has already incurred on Client’s behalf.

3.2 Rescheduling by Client. Client may reschedule once without additional charge if Photographer receives written notice at least fourteen (14) days before the Session and Photographer is available on the proposed new date. The deposit transfers to the rescheduled date. Subsequent reschedules are treated as a cancellation and rebooking.

3.3 Cancellation by Photographer. If Photographer cancels for any reason other than a Force Majeure Event, Photographer will refund all amounts paid, including the deposit, and will make reasonable efforts to refer Client to another photographer. Photographer’s liability in that circumstance is limited as set out in Section 14.

3.4 Weather and outdoor sessions. For outdoor sessions, either Party may reschedule without penalty if weather conditions would make the Session unsafe or would materially prevent the intended photographs from being made. The Parties will act reasonably and will agree on a substitute date.

4.1 Photographer will deliver the number of edited Photographs stated in Schedule A, within the turnaround period stated in Schedule A, by the delivery method stated in Schedule A. Turnaround periods run from the date of the Session, or from the date of final payment if later.

4.2 Photographs are delivered as edited digital files in a format and resolution selected by Photographer. Unless Schedule A states otherwise, raw or unedited files, rejected frames, and out-takes are not delivered and remain the property of Photographer.

4.3 Client is responsible for downloading and backing up the delivered files. Photographer will make the gallery available until the date stated in Schedule A, and has no obligation to archive, store, or re-deliver files after that date. Re-delivery after that date, if files remain available, may be subject to a retrieval fee.

4.4 Client is entitled to one (1) round of reasonable revision requests on the delivered edits, to be submitted within fourteen (14) days of delivery. Additional revisions, or requests to edit images not included in the delivered set, are billed at Photographer’s then-current hourly rate.

5.1 Client has engaged Photographer for Photographer’s particular style and judgment. Photographer retains sole artistic discretion over composition, lighting, image selection, and post-production, subject to any specific shot requests the Parties agree in writing before the Session.

5.2 Photographer will make reasonable efforts to accommodate a shot list provided in advance, but does not guarantee that any specific image, moment, or subject will be captured.

6.1 Photographer is the sole author and owner of the Photographs. The Photographs remain at all times the sole and exclusive property of Photographer, including the entire copyright and all other intellectual property rights in them throughout the world.

6.2 This Agreement grants a license and is not a sale or assignment of copyright. The Photographs are not "works made for hire" for Client under the U.S. Copyright Act or any other law.

6.3 All rights not expressly granted to Client are reserved to Photographer. Photographer retains the unrestricted right to use, license, and exploit the Photographs for any lawful purpose, subject only to Section 10.

8.1 Where reasonably practicable, Client will accompany each published use of a Photograph with a credit to Photographer in the form "Photo: @chedeuxx," or such other credit as Photographer designates in writing. On platforms that support tagging or mentions, Client will tag or mention @chedeuxx where practicable.

8.2 Inadvertent failure to provide credit is not a breach if corrected promptly after notice.

8.3 Collaboration posts. Either Party may ask the other to publish a Photograph as a joint or collaborative post (for example an Instagram Collab, a TikTok co-post, or an equivalent feature on any other platform), where the post appears on both accounts and both Parties are named as authors of it. A collaboration post happens only if both Parties agree to that particular post; agreement given in writing, including by direct message or email, is sufficient, and either Party may decline any request for any reason or none, with no consequence under this Agreement. Neither Party is entitled to a fee for a collaboration post. Either Party may later remove, hide, or withdraw from a collaboration post on their own account without notice, and doing so is not a breach of this Agreement. A collaboration post does not transfer, expand, or alter any right in the Photographs; the license in Section 7, the credit obligation in this Section, and the restrictions in Section 9 continue to apply to it.

Client will not, and will not permit any third party to: (a) sell, resell, license, sublicense, rent, lend, or otherwise transfer the Photographs or any rights in them except as permitted by Section 7.4; (b) claim authorship or ownership of the Photographs, or register or attempt to register any Photograph with any copyright office or similar authority; (c) materially alter, distort, or create derivative works from the Photographs, other than reasonable cropping, resizing, and minor color adjustment for layout purposes. Applying filters, presets, or other color grading that materially changes the delivered edit is not permitted; (d) remove, obscure, or alter any watermark, credit, or copyright-management information embedded in or accompanying the Photographs; or (e) use the Photographs in any manner that is unlawful, defamatory, obscene, misleading, or that could reasonably bring any person depicted into disrepute. Nothing in this Section restricts Client from expressing an honest opinion about Photographer or about working with Photographer. Posting a Photograph to a social media platform in the ordinary course is not a breach of this Section. In particular, the licence a platform requires as a condition of posting is not a prohibited sublicence under clause (a) or Section 7.1, and a platform automatically stripping metadata on upload is not a breach of clause (d).

10.1 Client grants Photographer the right to use the Photographs in Photographer’s portfolio, website, social media, printed promotional materials, competition and award submissions, and client presentations.

10.2 Photographer will not use the Photographs in third-party paid advertising for an unrelated brand without Client’s written consent.

10.3 Client may request in writing that a specific Photograph be withdrawn from Photographer’s active promotional use, and Photographer will remove it from Photographer-controlled channels within a reasonable period. This does not require Photographer to recall printed materials already distributed or to remove third-party reposts outside Photographer’s control.

10.4 Behind-the-scenes capture. Photographer reserves the right to record behind-the-scenes photographs, video, and audio during the Session, including footage of the location, the equipment, the working process, and Client and any person present, and audio of conversations Photographer is party to, and to use that material in Photographer’s portfolio, on Photographer’s website and social media accounts, and in Photographer’s other promotional material. Behind-the-scenes material is a separate work from the Photographs; Photographer is its sole author and owner, it is not part of the deliverables in Section 4, and no license to it is granted to Client except by separate written agreement. Photographer will tell Client when behind-the-scenes recording is happening. Client, or any person present, may ask at any time, before, during or after the Session, not to appear in behind-the-scenes material, and Photographer will honor that request going forward and will remove existing material featuring that person from Photographer-controlled channels within a reasonable period; the limits in 10.3 on recalling distributed material and third-party reposts apply equally. Photographer will not publish behind-the-scenes material that shows a person in a state of undress, a private or restricted area the venue has asked to be kept off camera, or anything the Parties have agreed in writing is confidential.

11.1 Client will provide, or ensure Photographer is provided with, timely access to the location, any credentials or passes required, and reasonable working conditions, including access to power and a secure place to leave equipment where applicable.

11.2 Client is responsible for securing permission from the venue or property owner for photography at the location, and for advising Photographer in advance of any venue rule restricting photography, flash, or equipment.

11.3 Photographer may pause or discontinue the Session, without refund, if conditions at the location become unsafe, or if any person present is abusive, threatening, or materially interferes with Photographer’s ability to work. Photographer will notify Client before doing so where circumstances allow.

11.4 Wardrobe. Where the Session involves particular outfits, Client will send Photographer what they intend to wear, as photographs or a clear description, at least ten (10) days before the Session, so that both Parties can agree it in advance. Photographer may accept something later, and will say so in writing. If nothing has been sent and nothing later has been agreed by that point, Photographer may shoot the Session with whatever is brought on the day, propose a new date, or treat the Session as cancelled under Section 3, at Photographer’s discretion. This is not about taste. Lighting, location and the concept are chosen around what somebody is wearing, and ten days is what it takes to plan around it or to change course without wasting the day.

12.1 Photographer makes no representation or warranty that model releases, property releases, trademark clearances, or other consents have been obtained for any person, property, artwork, logo, or other subject matter depicted in the Photographs. Client is solely responsible for determining whether any such release or consent is required for Client’s intended uses, and for obtaining it.

12.2 Where the Session is an event open to attendees, Client is responsible for notifying attendees that photography will take place, including by signage or ticket terms where appropriate.

12.3 Photographer will honor a reasonable request from an identifiable individual depicted in a Photograph to have that image removed from Photographer’s own public channels.

12.4 Photographer does not photograph anyone under the age of eighteen (18) in a directed or posed capacity unless a parent or legal guardian is present and has consented in writing. Where Client is arranging the Session for someone else, Client will tell Photographer in advance if any person to be photographed in a directed or posed capacity is under eighteen. Where Client is themselves the person being photographed, this obligation is Photographer’s alone and Client is not responsible for it.

13.1 Neither Party is liable for failure or delay in performance caused by an event beyond its reasonable control, including illness, injury, death in the family, severe weather, fire, flood, epidemic, act of government, civil disturbance, labor action, venue closure, or failure of transport ("Force Majeure Event").

13.2 If Photographer cannot perform the Session due to a Force Majeure Event, Photographer will notify Client as soon as reasonably possible and will refund all amounts paid, including any deposit. This refund is Photographer’s sole liability in those circumstances.

13.3 If equipment fails, media is corrupted, or files are lost or damaged despite Photographer’s reasonable care, Photographer’s liability is limited as set out in Section 14. Photographer maintains reasonable backup practices, including duplicate storage of files where practicable.

14.1 Photographer warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Except as stated in this Section and in Section 18, the Photographs and services are provided "AS IS," without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PHOTOGRAPHS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 PHOTOGRAPHER’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO PHOTOGRAPHER UNDER THIS AGREEMENT.

Client will defend, indemnify, and hold harmless Photographer and its members, managers, officers, employees, and agents from and against any claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s use of the Photographs; (b) any breach of this Agreement by Client; (c) any use of the Photographs by third parties who obtained them from or through Client; or (d) any claim by a person depicted in the Photographs arising from Client’s use of them.

16.1 This Agreement takes effect on the Effective Date and continues until terminated as provided in this Section.

16.2 Photographer may terminate this Agreement immediately upon written notice (including email) if Client breaches any provision of this Agreement, including non-payment.

16.3 Upon termination, all rights granted to Client cease immediately, and Client will promptly discontinue all new uses of the Photographs and, at Photographer’s request, delete digital copies in Client’s possession or control. Client is not required to recall printed materials already distributed prior to termination. This paragraph does not apply where the total fee in Schedule A is zero: in that case the licence granted to Model under R8 of the Model Release is irrevocable and survives termination of this Agreement for any reason. Photographer is not in the business of taking away somebody’s right to their own portrait over a missed credit.

16.4 Sections 6, 9, 10, 12, 14, 15, 17, and 18, and the whole of the Model Release, survive termination of this Agreement.

17.1 Independent Contractor. Photographer performs as an independent contractor. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the Parties.

17.2 Assignment. Client may not assign or transfer this Agreement or any rights under it without Photographer’s prior written consent; any attempted assignment in violation of this Section is void.

17.3 Entire Agreement. This Agreement, including Schedule A, is the entire agreement of the Parties concerning its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

17.4 Amendment; Waiver. Any amendment or waiver must be in a writing signed by both Parties. No failure or delay in exercising any right operates as a waiver of it.

17.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in full force.

17.6 Notices. Notices under this Agreement may be given by email to the addresses stated in Schedule A and are effective when sent, absent a delivery failure notice.

17.7 Governing Law; Venue. This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hamilton County, Ohio.

17.8 Dispute Resolution. Before commencing any action, the Parties will attempt in good faith to resolve any dispute through direct discussion for a period of thirty (30) days after written notice of the dispute.

17.9 Injunctive Relief. Client acknowledges that unauthorized use of the Photographs would cause Photographer irreparable harm for which monetary damages may be inadequate, and Photographer is entitled to seek injunctive relief in addition to all other remedies.

17.10 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.

17.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature or scanned copy, each of which is deemed an original.

17.12 Versions. Photographer publishes the current form of this Agreement, unsigned and in full, at chedeuxx.com/contract, with the date it took effect. The version published on the date Client signs is the version that governs Client, and a later change does not alter it. Where Photographer later changes a term in Client’s favour, that change applies to Client automatically from the date it is published, with no action required and no further signature. Where Photographer changes a term in Photographer’s own favour, that change applies only to agreements signed on or after the date it is published. Photographer will not apply a term retroactively against anyone who has already signed.