Media and Website Services Agreement

This Media and Website Services Agreement (“Agreement”) is a binding contract between Adam Mullins Photography, LLC, a Virginia limited liability company (“Company”), and the person or company agreeing by checking the box, (“Client”). Each is a “Party” and collectively they are the “Parties.” In exchange for valuable consideration, each Party do hereby acknowledge and agree as follows:

1. Nature of the Agreement. Company is a business offering web development, marketing, advertising, and media services to the general public. Client is a business seeking to obtain services relating to the marketing and creation of media for its business. The Parties now wish to enter into an agreement wherein Company provides services relating to the marketing and advertising of Client’s business under the terms set forth in this Agreement.

2. Services and Client Authorization. Company will provide services to Client relating to the web development, advertising, marketing, and production of media for Client’s business as described in Attachment A (the “Services”). Client will set the objectives of the Services and Company will determine the means to achieve Client’s objectives. Company welcomes input from Client regarding the rendering of the Services, however, Company retains reasonable creative control to perform the Services and create the Work Product under this Agreement. Unless otherwise agreed to by the Parties, Company will perform the Services within a reasonable time following Client’s request and will not be subject to firm deadlines, content calendars, or post approvals.

2.1. Communication Between Parties. Company will keep Client informed of all progress under this Agreement and will be proactive in scheduling meetings or other necessary communications. In the event that Client fails to respond to necessary communications from Company within fourteen (14) days, Company will suspend performance of the Services pursuant to Paragraph 7.

3. Payment. Client will pay Company at an hourly rate of $250 per hour for all time that Company spends rendering the Services, except where the Parties have agreed to a flat fee or other manner of payment. Company will invoice Client in regular intervals. Client will pay each invoice within five (5) days of receiving such invoice. In the event that Client does not pay the invoice by the designated due date, an interest fee of 1% per month (12% per annum) will be charged to Client. Such interest will begin accruing from the first day on which payment is late and will continue to accrue until all unpaid amounts have been paid to Company. If Client fails to pay any amounts owed to Company for fifteen (15) calendar days after such payment’s due date, Company will immediately cease performance of any scheduled but unperformed Services pursuant to Paragraph 7 and may immediately terminate this Agreement pursuant to Paragraph 5.

4. Third Party Fees. In addition to the payments described in Paragraph 3, Client will be responsible for any costs incurred by Company in rendering the Services, including costs of materials and other reasonable third party expenses. Company will use commercially reasonable efforts to ensure that Client remains informed and aware of any potential costs or fees which may be incurred during the performance of the Services.

5. Term and Termination. This Agreement will commence on the date which both Parties have signed this Agreement (the “Effective Date”) and will continue in perpetuity until all Services described in Attachment A have been rendered or until such time as either Party validly terminates this Agreement pursuant to this Paragraph (“the Term”). Either Party may terminate this Agreement at any time by providing sixty (60) days written notice of intent to terminate this Agreement to the non-terminating Party. In the event that either Party materially breaches this Agreement, the non-breaching Party may terminate the Agreement immediately by providing written notice of termination to the breaching Party. In the event that Client materially breaches this Agreement by failing to pay amounts owed to Company, Client may cure such breach by paying all amounts owed within fourteen (14) days following such breach. In the event that Company is holding a domain for Client at the time of Client’s uncured breach, Company will retain ownership of such domain and may dispose of it as Company sees fit. Upon termination of this Agreement, whether by reason of either Party’s breach or otherwise, Company will provide all Work Product to Client to which Client has a valid license under this Agreement and will immediately cease performance of all Services under this Agreement, including marketing services, website design and management, and website hosting. Furthermore, upon termination for any reason, Client will be responsible for paying Company for all Services that have been rendered but have not yet been paid for at the time of termination.

6. Intellectual Property. For anything that Company produces as a part of this Agreement (the “Work Product”), each thing will not be considered a work made for hire, and ownership of any attendant intellectual property will remain with Company. In all cases, Client will fulfill all reasonable requests to assist in protecting the intellectual property including by executing any documents necessary to memorialize, register apply for, claim, or prove the existence of the intellectual property.

6.1. Intellectual Property Defined. For purposes of this Agreement “Intellectual Property” will be defined as all intellectual property which Consultant creates or produces under this Agreement, including: (a) all trademarks/service marks/trade dress, copyrights, patents, rights of publicity, and trade secrets; (b) all rights existing at common law or otherwise existing at law, even if not registered; (c) all goodwill associated with any trademarks/service marks/trade dress; and (d) any other intellectual property rights recognized by law.

6.2. License to Use Work Product. With regard to the Work Product, Company will grant to Client a perpetual non-exclusive, non-transferable license to use the Work Product, subject to the restrictions set forth herein. Consultant may only revoke these licenses for good cause. For purposes of this Agreement, “Good Cause” will be defined as any use of the Work Product which exceeds the scope of the restrictions described above or in a manner which is detrimental to Company’s work product, business, or reputation. In the event that Client uses the Work Product in an improper manner, as described above, Company may immediately revoke this license and terminate this Agreement.

6.3. License to Use Client Intellectual Property. At times under this Agreement, Company may need to use pre-existing materials or intellectual property belonging to Client (“Client Intellectual Property”) in order adequately to perform the Services under this Agreement. Client hereby provides to Company a limited license, permitting Company to use the Client Intellectual Property to the extent reasonably necessary to perform its obligations under this Agreement. Company will not use the Client Intellectual Property for any other purposes other than to carry out the Services. This license will exist in perpetuity while this Agreement is in effect and will be deemed revoked immediately upon the termination of this Agreement by either Party or by the completion of the Services.

7. Work Stoppage. In the event that Client fails to adequately respond to Company’s communications as described in Paragraph 2.1 or fails to pay any amounts owed to Company under Paragraph 3, Company will immediately suspend its performance of the Services. Client will be given a reasonable time, not to exceed ten (10) days following the stoppage of performance, to cure by either responding to Company’s communications or paying amounts owed, including late fees, to Company. If Client successfully cures, any portion of the Services that are due but have not been rendered due to the stoppage will be due the following month. Company will not be responsible for any damages, costs, or other expenses arising from or relating to deliverables or Services that were not completed during the stoppage. Client will be responsible for all late fees or similar fees incurred by virtue of the stoppage and Company will have no obligation to provide deliverables, Work Product, or other materials created as part of the Services until Client has validly cured under this Paragraph. In the event that Client fails to cure under this Paragraph, such failure will be considered a material breach and Company may immediately terminate this Agreement by providing written notice of termination to Client. Company’s termination of this Agreement under this Paragraph in no way limits its ability to pursue any additional legal remedies which are available to it by virtue of Client’s breach.

8. Warranties and Representations.

8.1. Company’s Warranties and Representations.

8.1.1. Company has the right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder;

8.1.2. The manner in which Company performs its obligations under this Agreement, will comply with all applicable state and federal laws;

8.1.3. Company is authorized to enter into this Agreement and its execution and performance will not violate any existing agreement or contract, and will not constitute a violation of any covenant not to compete or other similar restrictive covenant;

8.1.4. Company owns or has validly licensed all materials used in the Services and Work Product, and the use of such materials and the Work Product will not infringe on the intellectual property rights or other rights of any other third party, or otherwise subject Client to liability;

8.1.5. The Services will be performed in a timely and professional manner by qualified personnel exercising due skill and care; and

8.1.6. The Work Product will be of good quality, material, and workmanship, new, merchantable, fit for its intended purpose, free from defects in material, workmanship, and design, and sold free and clear of all liens, charges, encumbrances and adverse claims of any kind whatsoever.

8.2. Client’s Warranties and Representations.

8.2.1. Client has the right, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder;

8.2.2. The manner in which Client performs its obligations under this Agreement will comply with all applicable state and federal laws; and

8.2.3. Client is authorized to enter into this Agreement and its execution and performance will not violate any existing agreement or contract and will not constitute a violation of any covenant not to compete or other similar restrictive covenant.

9. Confidentiality. By virtue of this Agreement, the Parties may at times be required to access proprietary information, technical data, trade secrets, or know how belonging to the other Party (the “Confidential Information”). This includes customer databases, internal business processes, research, product information, engineering specifications, supplier information, technical data, other business operations, and/or intellectual property and items produced under Paragraph 7. The Parties will not disclose to another any of the other Party’s Confidential Information without the prior authorization of the non-disclosing Party, except as set forth below. This duty of confidentiality will commence as of the Effective Date and will continue in perpetuity unless (i) the Confidential Information becomes generally known to the public; (ii) it is reasonably necessary for either Party to disclose the other Party’s Confidential Information to seek legal advice, in which case the disclosing Party may only disclose the Confidential Information to its lawyer; or (iii) either Party is compelled by a warrant, court order, or other legal process that requires disclosure. If any such exception applies and a Party will disclose the other Party’s Confidential Information to another, the disclosing Party will inform the non-disclosing Party in writing of the disclosure at least seven (7) days before the disclosure. Neither Party may copy, record, or otherwise save the other Party’s Confidential Information without the prior written authorization of the other Party. In such case where a Party holds the other Party’s Confidential Information at the time that this Agreement is terminated, such Party will immediately return such Confidential Information to the other Party.

10. Disclaimer. The Parties acknowledge that, at times, Company may not be able to control or otherwise prevent Client’s website or page from crashing or encountering issues, including functional failures, interruptions in service, and/or unexpected downtime. Company will work diligently to prevent or resolve these issues to the fullest extent possible, however, Company will not be liable for any damages or claims, including loss of profits, resulting from such website crashes, issues, downtime, or other technical issues, whether resulting from human error or otherwise.

11. Ownership of Domains. At times during the performance of the Services, Company may obtain and hold website domains on Client’s behalf. Client will be responsible for paying all third party fees associated with such domains. The Parties acknowledge that Company will only hold such domains for Client for purposes of convenience in rendering the Services and that the holding of such domains will not be considered as cyber squatting under applicable law. Upon valid termination of this Agreement, other than by reason of Client’s uncured material breach of this Agreement, Client may request that such domain be transferred to Client. In the event that this Agreement is terminated due to Client’s breach, Company may continue to hold and dispose of the domain according to Paragraph 5.

12. Survival. All representations, warranties, covenants, and obligations in this Agreement, including those specifically disclosed in Paragraphs 3, 4, 6, 8, 9, 11, and 17, will survive the termination of this Agreement and will continue to be in effect in perpetuity or until such time as the representations, warranties, covenants, and obligations terminate naturally according to this Agreement.

13. Governing Law, Dispute Resolution, and Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of Virginia without regard to its choice of law provisions. In any dispute arising from or relating to this Agreement, the Parties will resolve the dispute only in the state and federal courts of Lynchburg, Virginia. In any such suit, the prevailing Party will recover all costs, including reasonable attorneys’ fees.

14. Force Majeure. Neither Party will be liable for or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

15. Waiver of Breach. Waiver of any breach of this Agreement by either Party shall not constitute a continuing waiver of any subsequent breach of the same or a different paragraph of this Agreement.

16. Assignment and Delegation. Neither Party may assign or delegate any of its rights or responsibilities under this Agreement to a third party without the express written consent of the non-assigning Party.

17. Amendment. Any amendment to this Agreement must be in writing and signed by both Parties.

18. Entire Agreement. This Agreement represents the entire agreement between the parties. The Parties make no agreements, representations, or warranties except as contained in this Agreement.

19. Severability. If any paragraph of this Agreement shall be deemed invalid, illegal, or otherwise unenforceable by a court or other valid authority, the court or other authority will disregard the paragraph and enforce the remainder of this Agreement.