VIDEOGRAPHY & PHOTOGRAPHY LICENSING

AWARE MEDIA COMPANY

RIGHTS: All Photos or Videos and rights relating to them, including copyright and ownership rights in the media in which the Photos or Videos are stored, remain the sole and exclusive property of AWARE MEDIA COMPANY. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos or Videos only for promotional or advertising purposes directly related to the agreed scope of work. Photos or Videos used for any purpose not directly related to the agreed scope of work must be with the express permission of AWARE MEDIA COMPANY and the payment of additional fees unless otherwise agreed to in writing.

At no time does this Agreement provide Client with the right to transfer the copyright or any other exclusive rights as provided by the Copyright Act 17 U.S.C S 106. Photos and Videos may contain copyright management information (CMI) at the discretion of AWARE MEDIA COMPANY in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and the Client will be responsible to AWARE MEDIA COMPANY for any penalties and awards available under the statute.

Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to a term of either one (1) year from the date of this Agreement, or (2) at the termination of Client's representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer's permission and additional fees. Rights are assigned to the Client immediately upon delivery of the Photos.

RELATIONSHIP OF THE PARTIES: The parties agree that AWARE MEDIA COMPANY is an independent contractor and that neither AWARE MEDIA COMPANY, nor AWARE MEDIA COMPANY’S employees or contract personnel are, or shall be deemed to be, employees of Client.

No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. AWARE MEDIA COMPANY and the Photos, Videos, or any other deliverables prepared by AWARE MEDIA COMPANY shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

CREATION: The manner and methods of creating any Photographs and Videos are solely at the discretion of AWARE MEDIA COMPANY and the Client has no right to control AWARE MEDIA COMPANY's manner and method of performance under this Agreement. AWARE MEDIA COMPANY will use his/her best efforts to (a) ensure that the Photos or Videos conform to the Client's specifications; and (b) submit all Photos or Videos to the Client in publishable quality, on or before the applicable deadlines.

DELIVERY: AWARE MEDIA COMPANY may select delivery of photographs in JPEG, TIFF, PNG, and Videos in .MP4 or .MOV in H.265 or H.264 codecs or other standard formats, at a resolution that AWARE MEDIA COMPANY determines, will be suitable for the Photos or Videos as licensed. It is the client's responsibility to verify that the Photos are suitable for reproduction and that if the Photos are not deemed suitable, to notify the AWARE MEDIA COMPANY within five (5)business days. AWARE MEDIA COMPANY's sole obligation will be to replace the Photos at a suitable resolution but in no event will AWARE MEDIA COMPANY be liable for poor reproduction quality, delays, or consequential damages.

Unless otherwise specifically provided, AWARE MEDIA COMPANY is not responsible to provide images 1) larger than 8"x10" at 300 dpi or 2) in a format higher than 8-bit or in RAW format or providing videos 1) larger than 3840 x 2160 pixels (4K) or in RAW format. AWARE MEDIA COMPANY has no obligation to retain or archive any items delivered to the Client.

FEES: All fees and expenses payable under this agreement are required no later than fifteen (15) business days from the delivery of the Photos or Videos and are payable irrespective of whether the Client makes actual use of the Photos or Videos. If full payment has not been received within ninety (90) days all rights are revoked at AWARE MEDIA COMPANY's discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. The client shall provide AWARE MEDIA COMPANY with a written statement that all images have been removed and destroyed.

CANCELLATION: For Client cancellation within three (3) days of this agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. For Client cancellation on the day of the project start, the Client is responsible for 100% of the fee and any expenses incurred.

NO EXCLUSIVITY: This Agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by AWARE MEDIA COMPANY, and AWARE MEDIA COMPANY shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by AWARE MEDIA COMPANY unless otherwise agreed upon.

TRANSFER AND ASSIGNMENT: The client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing. However, the invoice may reflect, and the Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

INDEMNIFICATION: Client will indemnify and defend AWARE MEDIA COMPANY against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Photos or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are in full effect and in force.

GENERAL LAW/ARBITRATION: This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of Florida. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Manatee County, FL, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys' fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

SEVERABILITY: If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

WAIVER: No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy