COLLABORATION AGREEMENT: The Mighty Studio x Namesake x Ali Budd Interiors

SUMMARY

SHOOT October 14, 2026, 10:00 a.m. to 4:00 p.m., at 63 Wingold Ave, Toronto.

FEE None. The Mighty Studio provides photography, equipment, and editing at no cost.

PAYMENT One leather jacket of Hailey's choice from Namesake, delivered by December 31, 2026. If no jacket, Namesake and ABI together pay Hailey's discounted fee of $6,000 plus HST ($1,000 per hour) by January 15, 2027.

DELIVERY Edited, high-resolution JPEGs, minimum 3 per grouping, by October 21, 2026.

USAGE Free, unlimited use, including paid advertising. No licensing fees.

CREDIT Every use, everywhere: "Photos by Hailey York of The Mighty Studio" plus the tag @the.mightystudio. No credit, no license.

GIVEAWAY October or November 2026. Namesake gives an outfit; The Mighty Studio gives a prize of equal value. All three accounts post, and entry requires following all three.

LIABILITY The Mighty Studio carries none. Namesake and ABI are responsible for their people, and product.

The full terms below govern.

1. PARTIES AND PURPOSE

This Agreement is between:

1. The Mighty Studio, owned by Hailey York (the "Photographer");

2. Namesake, owned by Rosa Halpern ("Namesake"); and

3. Ali Budd Interiors, owned by Ali Budd ("ABI").

Namesake and ABI are together the "Collaborators" and are jointly and severally bound by every obligation in this Agreement. Rosa Halpern signs on behalf of Namesake and Ali Budd signs on behalf of ABI. Each confirms that they own their business and have full authority to bind it to this Agreement.

The parties are collaborating on an editorial shoot and a joint Instagram giveaway designed to grow each party's audience. No money is payable to the Photographer except as stated in Section 3. Each party agrees that the exchange of services, location, goods, and audience access under this Agreement is good and sufficient consideration.

2. SHOOT AND DELIVERABLES

2.1 Shoot. October 14, 2026, 10:00 a.m. to 4:00 p.m., at 63 Wingold Ave, Toronto, Ontario (the "Location"). The shoot ends at 4:00 p.m. Delays caused by the Collaborators, their staff, talent, or any third party count toward shoot time.

2.2 What the Photographer provides. Photography, equipment, and standard editing, at no fee.

2.3 Deliverables. Edited, high-resolution JPEG files, with a minimum of three (3) images per grouping. A "grouping" is each look or set agreed on the day of the shoot. If delays reduce shooting time, the minimum is reduced to what could reasonably be produced in the time actually available.

2.4 Delivery. By October 21, 2026, via Pic-time.

2.5 Collaborators provide. Wardrobe, product, styling, hair and makeup, and all talent. Before the shoot, the Collaborators will deliver to the Photographer signed model releases for every person photographed, and confirm they have authority to permit photography of any artwork, furniture, product, or design they bring or feature.

3. COMPENSATION (BARTER)

3.1 In exchange for the Photographer's services, Namesake will provide the Photographer with one (1) leather jacket from the Namesake collection, any style and size of the Photographer's choosing (the "Jacket").

3.2 The Jacket will be delivered to the Photographer no later than December 31, 2026, at no cost to the Photographer, including taxes, alterations, and shipping.

3.3 If the Jacket is not delivered by that date, the Collaborators, jointly and severally, will pay the Photographer her discounted and reasonable fee for her photography services of $1,000 per hour plus HST for the six (6) hour shoot, being $6,000 plus HST, within fourteen (14) days of January 1, 2027, being no later than January 15, 2027. The Collaborators' licenses under Section 5 are suspended until paid.

4. CREDIT (MANDATORY)

Credit is a condition of every license granted in this Agreement. No image may be used anywhere without it.

4.1 Credit line. Every use of any image, in any medium, by the Collaborators or anyone they provide images to, must carry this credit exactly:

Photos by Hailey York of The Mighty Studio

4.2 Tagging. On every platform that allows tagging (including Instagram posts, carousels, Reels and Stories, Facebook, TikTok, Pinterest, and LinkedIn), the post must also tag @the.mightystudio. On carousels, the tag is applied to each image where the platform allows.

4.3 Websites. The credit line must appear next to the images and link to www.themightystudio.ca.

4.4 Press. The Collaborators must include the credit line in writing with every image sent to any outlet, including in the email and in each file name, and must require the outlet to publish it. The Collaborators will not supply images to any outlet that declines to credit. If an outlet publishes without credit, the Collaborators will request a correction within 24 hours of learning of it and copy the Photographer.

4.5 No removal. The Collaborators will not crop out, cover, or strip any credit, watermark, or metadata.

4.6 Breach. Any use without the required credit or tag is a material breach. The offending party must correct it within 24 hours of notice (text message or email is sufficient). If it is not corrected, or if it happens a second time, that party's license ends immediately and any further use is copyright infringement.

5. COPYRIGHT AND LICENSE

5.1 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, including the right to be credited.

5.2 License. Subject to Sections 3 and 4, each Collaborator receives a free, non-exclusive, perpetual license to use the delivered images for any purpose and in any medium, including press, editorial, website, social media, marketing, and paid advertising. No licensing fee applies. Credit under Section 4 is required on every use.

5.3 Limits. The Collaborators may not sell or sublicense the images (other than supplying them to press and media with credit under Section 4), alter them beyond cropping or resizing, or use them to train any AI system.

5.4 Photographer's use. The Photographer may use the images for any purpose, including portfolio, website, social media, marketing, exhibitions, publications, and competitions.

6. GIVEAWAY

6.1 Timing. The giveaway runs in October or November 2026, on dates the parties agree in writing (text message is sufficient).

6.2 Prizes. Namesake provides one outfit from its collection, at its own cost. The Photographer provides [prize] of equal retail value, redeemable under The Mighty Studio's standard client terms, with no cash value.

6.3 Participation. All three accounts will post and promote the giveaway on the agreed launch date, as a collaborative post where the platform allows. Entry requires following all three accounts. Every giveaway post must meet Section 4.

6.4 Administration. The Collaborators are responsible for the rules, eligibility, winner selection, and delivery of the outfit, and for compliance with all applicable laws (including Canadian contest law and any required skill-testing question) and platform rules, including Meta's promotion guidelines. The Photographer's only obligations are to post and to provide her prize.

7. CREATIVE CONTROL AND EDITING

7.1 The Collaborators engage the Photographer based on her portfolio, vision, and editing style. The Photographer has sole discretion over image selection, composition, cropping, editing, and colour or black and white.

7.2 Galleries are curated and are not a complete record of the shoot. All images are delivered as high-resolution JPEG files. RAW files and unedited images will never be provided or shown, including during the shoot.

7.3 Additional edits or retouching are billed at $150 per hour plus HST, one hour minimum, paid before work begins. The Photographer may decline requests inconsistent with her style.

7.4 Galleries remain available for six (6) months from delivery. The Collaborators are responsible for downloading their files.

7.5 Dissatisfaction based on subjective preference is not a failure to perform

8. LIABILITY, INDEMNITY, AND CANCELLATION

8.1 Assumption of risk. The Collaborators assume full responsibility for themselves, their staff, talent, guests, wardrobe, product, and property during the shoot, and for any damage they cause at the Location. The Collaborators are responsible for their own insurance.

8.2 No liability. 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, the images, or the giveaway, 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 paid to her under this Agreement, which the parties acknowledge are $0.

8.3 Indemnity. The Collaborators, jointly and severally, will defend, indemnify, and hold harmless the Photographer and The Mighty Studio from all claims, losses, and legal costs arising from: their staff, talent, guests, wardrobe, or product; missing or defective releases or permissions; the giveaway; their use of the images or any third party's use of images they supplied; or their breach of this Agreement.

8.4 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.

8.5 Cancellation. A minimum of 24 hours' notice is required to cancel or reschedule. The Photographer may reschedule for illness, emergency, or events beyond her control without liability.

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

9. GENERAL

9.1 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.

9.2 This is the entire agreement between the parties. Changes must be agreed by all three parties in writing, including by text message.

9.3 Sections 3 through 9 survive the end of this Agreement.

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

9.5 This Agreement may be signed electronically and in counterparts.

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