These Terms and Conditions ("Terms") govern all services provided by Here and Now Agency, LLC ("HANA") to any client ("Client") who engages HANA for photography, retouching, and/or image licensing services. By signing a Project Estimate, Statement of Work, or any service agreement with HANA, Client agrees to be bound by these Terms in their entirety. HANA reserves the right to update these Terms at any time; the version in effect at the time of engagement shall govern.

These Terms are incorporated by reference into every Service Agreement, Project Estimate, and Statement of Work issued by HANA. In the event of a conflict between these Terms and a specific Service Agreement or Statement of Work, the terms of the Service Agreement or Statement of Work shall control.

1.  SCOPE OF SERVICES

HANA provides photography, retouching, and image licensing services as specified in each applicable Project Estimate or Statement of Work (each, a "Project"). The specific deliverables, timelines, and licensing terms for each Project will be set forth in the applicable Project documents.

The rights licensed, fees, and charges set forth in any Project Estimate or Statement of Work apply only to the original specification of the Services. Any subsequent changes, additions, or variations requested by Client shall be subject to additional fees and charges, which HANA will document in a written change order.

2.  FEES, RETAINER & PAYMENT

(a)  Client Responsibility.  Client is responsible for full payment of all fees, charges, expenses, and advances associated with the Project, including travel costs, third-party vendor fees, and any applicable taxes.

(b)  Non-Refundable Deposit.  A non-refundable deposit is required to secure scheduled production dates. The deposit amount will be determined based on the size and complexity of the Project and will be set forth in the applicable Project Estimate or Statement of Work. The deposit is due upon Client's acceptance of the Project Estimate and is payable upon receipt of the initial deposit invoice. Production will not commence until HANA has received the deposit in full. In the event the deposit is not received, HANA reserves the right to postpone production without liability to Client for any resulting delays. The deposit is intended to cover upfront and committed costs including, without limitation, producer time, talent bookings, travel, and equipment reservations.

(c)  Remaining Balance.  The remaining balance of all HANA invoices is due and payable upon receipt. HANA reserves the right, at its sole discretion, to assess a late charge of twenty percent (20%) APR on any invoice that remains unpaid after thirty (30) days from the invoice date.

(d)  License Rights Conditioned on Payment.  License usage rights are transferred to Client only upon full payment of all invoices for the applicable Services. Failure to make full payment voids any license granted and constitutes copyright infringement. All rights not specifically granted in writing, including copyright, remain the exclusive property of HANA.

(e)  Phase Approvals.  If the Project is structured in phases or discrete increments, HANA shall not proceed from one phase to the next without Client's written approval and Client's payment of all outstanding invoices.

3.  SEQUENTIAL LIABILITY AND COST AUTHORIZATION

HANA's financial obligations in connection with any production are proportional to and contingent upon Client's confirmed financial commitment. HANA operates under a Sequential Liability Rule: HANA will not advance, commit to, or incur third-party costs on behalf of Client - including but not limited to talent fees, equipment rental, location fees, travel expenses, or vendor deposits - without first receiving secured client funds sufficient to cover such costs.

"Secured client funds" means cleared payment received by HANA prior to the commitment of any such third-party expense. HANA shall have no obligation to engage third-party vendors, reserve resources, or confirm production logistics until applicable client funds have been received and confirmed.

In the event Client fails to provide secured funds in advance of a required third-party commitment deadline, HANA reserves the right to delay, modify, or cancel the engagement of such third parties without liability to Client for any resulting delays, changes in availability, or increased costs. Client shall remain responsible for any cancellation or rebooking fees incurred as a result of Client's failure to timely provide secured funds.

4.  TIME FOR PERFORMANCE

HANA will perform the Services according to the schedule agreed upon by the Parties in the applicable Project Estimate or Statement of Work.

Standard turnaround time for photo retouching is fifteen (15) business days after final image selection is made. Clients with press or publication deadlines should notify HANA in advance so that reasonable accommodations can be made.

In the event HANA is unable to meet an agreed schedule due to circumstances beyond its reasonable control - including acts of God, floods, earthquakes, war, civil unrest, or electrical outages - HANA will notify Client promptly of the additional time required, and the Parties shall cooperate in good faith to adjust the schedule accordingly.

5.  RIGHTS LICENSED

Licensed rights are transferred to Client only upon: (a) Client's acceptance of all terms contained in these Terms and any applicable Service Agreement; (b) HANA's actual receipt of full payment on all invoices; and (c) Client's use of proper copyright notice and other Copyright Management Information as requested by HANA.

Unless otherwise specifically stated in writing, all licenses are non-exclusive. HANA reserves all rights in the content of every kind and nature - including, without limitation, copyright, electronic publishing rights, and all media rights throughout the world, now existing and yet to be developed - that are not specifically licensed in writing.

No license is valid unless signed by an authorized representative of HANA. This Agreement and any licenses granted hereunder may not be assigned or transferred without the prior written consent of HANA. Upon request, Client shall provide HANA with a full disclosure of all uses of each licensed content and up to three (3) copies, at no charge, of each use.

6.  ELECTRONIC RIGHTS AND OWNERSHIP

Image licenses purchased from HANA include rights for web, social media, press, awards, academic, and promotional use. Third-party usage and sublicensing are not included unless specifically granted in writing.

HANA expressly reserves all rights not specifically conveyed to Client, including but not limited to all rights of publication, distribution, display, or transmission in electronic and digital media of any kind, now existing or yet to be developed.

7.  CANCELLATIONS AND POSTPONEMENTS

(a)  Client Cancellation - No Reschedule.  If Client cancels a Project for any reason and does not reschedule, the deposit is 100% non-refundable. Client shall also be responsible for all costs incurred by HANA through the date of cancellation, including producer time, talent bookings, equipment rental, travel, and any other committed third-party expenses. HANA will provide Client with a written accounting of all such costs within fifteen (15) business days of cancellation.

(b)  Cancellation Due to Production Space Not Ready.  If Client cancels or delays a shoot because the production location or space is not prepared, accessible, or otherwise ready as required, HANA shall retain the full deposit and the Parties shall cooperate in good faith to reschedule. If Client does not reschedule within thirty (30) days of the original shoot date, or elects not to reschedule, the deposit is 100% non-refundable and Client remains responsible for all costs incurred as described in Section 7(a).

(c)  Weather-Related Cancellations.  Weather-related cancellations or delays will be evaluated on a project-by-project basis. The scope of weather coverage and any associated cost protections will be established during the production discovery phase and documented in the applicable Run of Show. Notwithstanding any such protections, Client remains responsible for incremental costs arising from weather-related delays or rescheduling, including additional talent time, extended equipment rental, and rebooking fees.

(d)  Kill Fee.  If Client cancels on the day of a scheduled shoot, HANA reserves the right to charge a kill fee equal to fifty percent (50%) of the total Project value, in addition to any non-refundable deposit and all incurred costs outlined above.

(e)  Force Majeure.  Neither Party shall be liable for failure or delay in performance resulting from causes beyond their reasonable control, including acts of God, fire, flood, earthquake, governmental action, civil unrest, terrorism, or industry-wide labor disputes. In such events, HANA shall return the deposit to Client less any costs already incurred and committed on Client's behalf. HANA shall provide written documentation of any retained costs. If HANA is unable to perform due to its own illness or emergency, HANA shall return the deposit to Client in full.

8.  LIMITATION OF LIABILITY AND INDEMNIFICATION

HANA's entire liability to Client shall in no event exceed the total license fee paid to HANA for the applicable Project, even if Client's exclusive remedy fails for its essential purpose.

UNDER NO CIRCUMSTANCES SHALL HANA BE LIABLE FOR GENERAL, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING FROM THESE TERMS, ANY SERVICE AGREEMENT, THE CONTENT, OR ANY ACTS OR OMISSIONS OF HANA.

Client shall indemnify, defend, and hold harmless HANA and its representatives, officers, directors, and employees from and against any and all claims, liabilities, damages, and expenses of any nature - including actual attorneys' fees, investigation costs, and court costs - arising from or relating to Client's distribution, display, or other use of any content licensed under these Terms.

9.  ENTIRE AGREEMENT

These Terms, together with any applicable Service Agreement, Project Estimate, or Statement of Work, constitute the entire agreement between HANA and Client with respect to the subject matter hereof, and supersede all prior oral and written understandings or agreements. No amendment to these Terms shall be effective unless set forth in a written instrument signed by both Parties.

10.  GOVERNING LAW AND JURISDICTION

These Terms shall be construed and governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or any Service Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. The Parties hereby consent to personal jurisdiction in such courts.

Should either Party be required to take legal action to enforce these Terms, the prevailing Party shall be entitled to reimbursement of reasonable attorneys' fees and costs, in addition to any other relief awarded.

11.  SEVERABILITY

If any provision of these Terms is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

12.  COUNTERPARTS AND ELECTRONIC SIGNATURES

These Terms and any associated Service Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding original signatures for all purposes.

ACCEPTANCE OF TERMS

By accepting any Project Estimate or Statement of Work issued by HANA, whether by written signature, electronic signature, email confirmation, or commencement of the engagement, Client acknowledges that they have read, understood, and agreed to these Terms and Conditions in their entirety. No separate signature on these Terms is required for them to be binding.

These Terms and Conditions are incorporated by reference into every Project Estimate, Statement of Work, and Service Agreement issued by HANA, and shall govern all engagements between HANA and Client unless expressly superseded by a written agreement signed by both Parties.

Questions? Contact HANA at: greta.gamble@hereandnowagency.com