The Mighty Studio

THE MIGHTY STUDIO

BRANDING AGREEMENT

SUMMARY

PROJECT TERMS

Whatever we agree by email or text (fee, date, scope, deliverables, usage) is binding.

RETAINER

30% of the fee, non-refundable, secures the date. Balance due the week of the shoot. Nothing is delivered until paid in full.

CANCELLATION

24 hours' notice to cancel or reschedule. Cancel within 24 hours or no-show, and the 30% retainer is lost.

CREATIVE

The Mighty Studio controls image selection and editing. No RAW or unedited images, ever. Video only if agreed and prepaid.

OWNERSHIP

The images belong to The Mighty Studio. The Client uses them only under the license agreed.

CONSENT

The Client and everyone it represents agree that The Mighty Studio may use the images to promote its work.

LIABILITY

The Mighty Studio's liability is capped at the fees paid. The Client covers its people, product, location, and use of the images.

This summary is for convenience only. The full terms below govern.

1. AGREEMENT AND PROJECT TERMS

1.1 This Agreement is between The Mighty Studio, owned by Hailey York (the "Photographer"), and the company, brand, agency, or organization booking photography services and signing below (the "Client").

1.2 Services. The Photographer is engaged as an independent contractor to provide commercial and branding photography, delivered as digital files and, if agreed, prints. Video is not included unless set out in the Project Terms and paid for in advance.

1.3 Project Terms. The fee, shoot date, location, scope, deliverables, usage, and any licensing are those agreed between the parties in writing, including by email or text message (the "Project Terms"). The Project Terms form part of this Agreement and are binding on the Client. Where they conflict, this Agreement governs unless the Project Terms expressly change it and the Photographer has confirmed the change in writing.

1.4 Authority. If the Client signs on behalf of a brand, company, or other party, the Client confirms it has authority to bind that party, and both are jointly and severally bound by this Agreement.

1.5 Acceptance. Booking, paying the retainer, or proceeding with the shoot is acceptance of this Agreement, whether or not it has been signed.

2. FEES, PAYMENT, AND CANCELLATION

2.1 Fees. As set out in the Project Terms, plus HST.

2.2 Retainer. A non-refundable retainer of 30% of the total fee secures the booking. No date is confirmed until it is received. The retainer is valid for one year from payment and is forfeited if the shoot does not take place within that time, for any reason.

2.3 Balance. Due no later than the week of the shoot, unless the Project Terms say otherwise. No images, galleries, or files are delivered, and no license is granted, until payment is received in full.

2.4 Late payment. Overdue amounts bear interest at 2% per month (26.82% per year). The Client will also pay all reasonable costs of collecting overdue amounts, including legal fees.

2.5 Cancellation. A minimum of 24 hours' notice is required to cancel or reschedule. With proper notice, the retainer may be applied to a new date within one year of payment, subject to availability. Cancellation within 24 hours of the shoot forfeits the full retainer. No-shows are non-refundable and non-transferable.

2.6 Changes. Changes to scope must be agreed in writing and are billed at the Photographer's rates.

3. CREATIVE CONTROL, EDITING, AND DELIVERY

3.1 The Client hires the Photographer based on her portfolio, vision, and editing style. Within the Project Terms, the Photographer has sole discretion over image selection, composition, cropping, editing, colour or black and white, and final presentation. She will perform with reasonable professional skill and care consistent with her portfolio.

3.2 Editing. Standard editing is included: colour correction, tonal adjustments, and light blemish removal in the Photographer's established style. Additional retouching or revisions are billed at $150 per hour plus HST, one hour minimum, paid before work begins. The Photographer may decline any request that conflicts with her vision or brand.

3.3 Shot lists, concepts, props, and backdrops may be discussed but are guaranteed only if included in the Project Terms.

3.4 The Photographer may work with assistants as needed. Their presence or number is not guaranteed unless stated in the Project Terms.

3.5 Galleries are curated selections, not a complete record of the shoot. No specific number of images is guaranteed unless stated in the Project Terms, and the Client may not select images unless agreed in writing.

3.6 Delivery. High-resolution JPEG files via Pixieset or a comparable platform, available for six (6) months, after which galleries may be permanently removed. RAW files, original captures, and unedited or partially edited images are never provided or shown.

3.7 Results depend on factors beyond the Photographer's control, including cooperation, timing, environment, and subject performance. Creative dissatisfaction or subjective preference is not a failure to perform and is not grounds for a refund, reshoot, or fee reduction.

4. COPYRIGHT AND LICENSE

4.1 Ownership. The Photographer owns all copyright in all images, in perpetuity. Nothing in this Agreement transfers copyright. The Photographer does not waive her moral rights.

4.2 License. On full payment, the Client receives a non-exclusive, non-transferable license to use the delivered images for its own business as set out in the Project Terms. If the Project Terms do not specify usage, the license covers only the Client's own website, organic social media, and organic marketing and promotional materials.

4.3 Beyond the license. Any other use, including paid advertising, print advertising, packaging, third-party use, exclusivity, or a buyout, requires a separate written licensing agreement and fee.

4.4 Limits. The Client may not sell or sublicense the images, allow third parties to use them without the Photographer's written permission, alter them beyond cropping or resizing, or use them to train any AI system.

4.5 Unlicensed use is copyright infringement. The Client will pay the Photographer's current licensing fees for any such use, in addition to any other remedy.

4.6 Credit. Credit as "Photos by Hailey York of The Mighty Studio" with the tag @the.mightystudio is required where stated in the Project Terms and encouraged everywhere else. Where credit is required, failing to give it is a breach of this Agreement.

5. PHOTOGRAPHER'S USE AND CONSENT

5.1 The Client, on behalf of itself, its owners, staff, talent, and any brand, company, or person it represents, consents to the Photographer using the images, and the names and likenesses in them, to promote her work in perpetuity, including in her portfolio, website, social media, marketing, exhibitions, publications, awards, and competitions.

5.2 The Client is responsible for obtaining this consent, and any model and property releases, from everyone photographed or represented, and confirms it has done so.

5.3 If the Client needs images held back before a launch, the embargo date must be in the Project Terms before the shoot. The Photographer will not publish the images before that date.

6. CLIENT RESPONSIBILITIES

6.1 The Client is responsible for the location, permits, talent, model and property releases, product readiness, and anything else assigned to it in the Project Terms.

6.2 Delays caused by the Client, its people, or any third party count toward shoot time. The shoot ends at the scheduled time, and any agreed overtime is billed at the Photographer's rates.

6.3 The Photographer may pause or end the shoot if conditions are unsafe or anyone on set behaves abusively, with no refund of fees paid.

6.4 The Client must uphold this Agreement and the Project Terms in full. If it does not, the Photographer may suspend delivery, end the Client's license, and keep all fees paid, in addition to any other remedy.

7. LIABILITY AND INDEMNITY

7.1 Assumption of risk. The Client assumes full responsibility for itself, its staff, talent, guests, products, property, and location during the shoot, and for any damage they cause.

7.2 Limitation. To the maximum extent permitted by law, the Photographer is not liable for any injury, loss, damage, or distress in connection with this Agreement, the shoot, or the images, and is not liable for any indirect, consequential, or lost-profit damages. The Photographer's total liability for any claim is capped at the fees actually paid to her under this Agreement.

7.3 Indemnity. The Client will defend, indemnify, and hold harmless the Photographer and The Mighty Studio from all claims, losses, and legal costs arising from the Client's people, products, or location; missing or defective releases or permissions; the Client's use of the images or any third party's use of images the Client supplied; or the Client's breach of this Agreement.

7.4 Technical failure. If images are lost or damaged through equipment malfunction, data loss, or circumstances beyond her control, the Photographer's only obligation is reasonable efforts to remedy, which may include rescheduling. No further compensation is owed.

7.5 Force majeure. No party is liable for delay or failure caused by events beyond its reasonable control.

8. GENERAL

8.1 This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. The parties submit to the courts in Toronto.

8.2 This Agreement and the Project Terms are the entire agreement between the parties. Changes must be in writing, including by email or text message, and confirmed by the Photographer.

8.3 Rates and policies may change. The terms in effect at booking apply to that project.

8.4 Sections 4, 5, and 7 survive the end of this Agreement.

8.5 If any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement remains in effect.

8.6 This Agreement may be signed electronically.

SIGNATURES

By signing below, each party confirms that they have read, understood, and agree to all terms of this Agreement and the Project Terms, and that this Agreement is legally binding on them and on any party they sign for.