Hereinafter called 'Client.

WHEREAS 'Studio' shall provide professional photographic service and products (hereinafter called 'Coverage')

AND 'Client' is desirous of engaging 'Studio' to provide such 'Coverage'.

NOW THEREFORE the parties hereto agree as follows:

'Studio' will provide 'Coverage,' as described below, of the Portrait session of 'Client' on

Photography by Brooke Heki.

You'll receive 20-40 digital proof images to view in a private online gallery (color, black & white and/or fine art- photographer's discretion).

Online private gallery is available for fourteen (14) days*.

*A $25 re-release fee will be assessed for each fourteen (14) day period after original online event has expired, within sixty (60) days of initial viewing session.

Groupon fee is non-refundable. If for some reason 'Client' is unhappy with the images from the initial session, a re-shoot may be scheduled (based upon availability.

No reservation exists whether expressed or implied unless 'Studio' has been confirmed receipt of payment by Groupon. This Agreement is valid for sixty (60) days from date of issue and is subject to all terms and conditions appearing below.

'Client' understands that they will receive the (2) prints, plus digital copy of those prints they purchased as a part of their Groupon. Any additional images ordered will be at the current pricing.

'Studio' does accept payment plans for additional images ordered. A $25 deposit is required for additional orders. This can be paid by contacting the 'Studio' to make a payment arrangement. Payment plans can be up to 3 months in length. Failure to comply with payment plan as scheduled will result in loss of payments already made unless 'Client' has talked to 'Studio' and 'Studio' has agreed to an extension for payment.

Images will not start to be processed until 50% of order has been received.

Remaining balance due is required before order will be delivered.

Use by 'Client' of any digital image(s)/product(s) provided by 'Studio' constitutes acceptance of the terms and conditions specified herein. 'Client' agrees that if any part of this Agreement shall be found to be legally unenforceable, all other aspects of this Agreement shall be held in force.

Failure by 'Studio' to exercise any and all rights under the terms and conditions of this Agreement or enforce any part herein shall not limit its rights to exercise said rights in the future.

'Client' shall pay 'Studio' in US dollars as scheduled. 'Client' shall be responsible for and pay any sales tax due.

Failure by 'Client' to make payment, as scheduled may be deemed a breach of Agreement, which hereby relieves 'Studio' of all remaining obligations herein. In the event of breach 'Client' forfeits all monies paid and the Agreement is cancelled.

It is expressly agreed that all rights to exclusive use and ownership, including copyright, of negatives, digitally or electronically-produced images, or any material produced by 'Studio' and any reproductions therefrom are reserved by 'Studio' for 'Studios' benefit, whether for display, publicity or otherwise. 'Client' agrees that any violation by 'Client' of any of the State or Federal Copyright Laws with regard to the proofs, negatives or digital images which originated as a result of this Agreement shall constitute a breach of this Agreement, giving 'Studio' the right to pursue all rights and remedies in law or equity against 'Client', per Agreement.

The reproduction rights retained by 'Studio' include, but are not limited to, promotional usage, both in print and on the internet, print exhibition and sample materials for sales purposes. 'Studio' owes no compensation to 'Client', monetary or otherwise, for the exercise of the aforementioned rights.

'Client' agrees that no transfer of rights or usage licence of any digital image(s) or 'Coverage' provided by or licensed through 'Studio' shall be assumed unless the rights or licenses are paid for in fult and that any non-payment constitutes copyright infringement. All copyrights to all materials and digital images generated under any agreement between 'Studio' and 'Client' are owned and held by 'Studio' unless otherwise stated, and 'Studio' has the right to edit and/or modify any digital image(s) to which 'Studio' holds the rights, unless otherwise specified. Even in the case of a full rights buyout by 'Client', 'Studio' retains the right to use any digital image(s) generated by 'Studio' for the promotion of 'Studios' business, unless otherwise specified.

'Studio' and 'Client' shall cooperate, agreeing to all schedules and arrangements for service(s) to be provided, including arriving within 10 minutes of scheduled sessions. 'Studio' shall endeavor to meet all reasonable 'Client' expectations, save only that in the circumstances that may not be possible. When 'Client', or others referred to in schedule, are not on time, 'Studio' shall not be liable for omissions of requested digital images that may otherwise be feasible.

'Studio' shall be granted artistic license in relation to the poses photographed and the locations used. 'Studios' judgement regarding the location, poses and number of digital images taken or submitted to 'Client' shall be deemed correct. 'Studio' reserves the right to refuse a requested location, background, or pose for any reason.

All digital proof images viewed in 'Clients' online gallery will be individually corrected for color balance, density, contrast, etc. No retouching is applied to any digital proof image. All products that are ordered will receive individual attention in the form of retouching, enhancement, selective area adjustments, artistic enhancements, etc. Retouching means correcting various elements such as filling in backgrounds, removing distracting elements, and minor physical imperfections (bags under eyes, teeth whitening, eyes whitening, clearing of skin, major stray hairs, etc.) 'Studio' is granted total artistic control over the final digital image and 'Client' understands that these are the steps 'Studio' will take when referring to retouching.

'Studio' will use only good quality professional materials, however, 'Studio' does not guarantee that all colors will be reproduced with absolute accuracy from digital images. Color permanency will depend on the lighting and storage of product(s) by 'Client', and while they will provide many years of rich color, no warranty by 'Studio' is implied.

Every effort will be made to assure 'Client' satisfaction according to industry standards. If 'Client' is not satisfied with digital images through fault of 'Studio' then digital images will be retaken.lf 'Client' is not satisfied with product(s) through fault of 'Studio' then product(s) will be replaced. Notification of dissatisfaction must be received in writing within one (1) week of receipt of digital image(s) and/or product(s). 'Studio' cannot be responsible for dissatisfaction due to circumstances beyond 'Studios' control.

'Client' may cancel this Agreement prior to the portrait session date, thereby forfeiting all non-refundable monies paid, by written notice to 'Studio'.

'Client' should have paid for their Groupon upon execution of this Agreement, which retains 'Studios' service for the portrait session date. If this Agreement is rescheduled or cancelled by 'Client', the retainer will not be refunded or applied towards the rescheduled portrait session date. The rescheduled portrait session date will require a new nonrefundable payment of $25. In the event of bad weather (rain, hait snow, or high windsL the session will be rescheduled at no additional cost for outdoor sessions, or should the weather prevent 'Client' or 'Studio' from making it to the session.

'Studio' agrees to retain the original digital images for a period of ninety (60) days for purposes of making additional online re-releases for re-prints and/or fulfilling orders, after which 'Studio' makes no guarantee as to the accessibility of the original digital images by 'Client'.

'Client' agrees to pay prevailing prices on future orders. Products contracted for in the Agreement shall be ordered within ninety (60) days of the Portrait session date. Orders placed after ninety (60) days will be subject to prevailing prices.

The price on services and products not contracted for in this Agreement are subject to change without notice.

Charges for additional services other than those referred to in this Agreement are subject to rates at the time they are ordered.

In the event that 'Studio' is unable to provide 'Coverage' on the original date, 'Studio' will reschedule the session for another date.lf time will not allow for a reshoot, liability of 'Studio' in any event, shall be limited to the refund of the session fee paid. This does not apply to the event that the 'Client' needs to reschedule for any reason. If 'Client' reschedules for any reason, they understand that a reshoot may not be feasable in the timeframe they need to receive their order back.

Neither this Agreement nor any rights or obligations hereunder shall be assigned by either of the parties, except that 'Studio' shall have the right to assign monies due hereunder. Both 'Client' and any party on whose behalf 'Client' has entered into this Agreement shall be bound by this Agreement and shall be jointly and severally liable for full performance hereunder, including but not limited to payments of monies due to 'Studio'.

'Studio' shall not be liable for omissions caused by failure of 'Client' to maintain all agreed schedules or caused by delays due to inaccurate or unreliable information provided by 'Client'. 'Studio' shall not be liable for failures or faults in the manufacturer of processing of materials or other causes that may reasonably by deemed beyond the control of 'Studio'.lf 'Studio' cannot perform this Agreement due to a fire or other casualty, strike, act of Nature or other cause beyond the control of the parties, or due to 'Studios' illness, then 'Studio' shall return any session fees paid to 'Client', but shall have no further liability with respect to the Agreement.

The parties agree to settle all disputes under this Agreement by binding arbitration and in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.

This Agreement is an integrated Agreement, and is adopted by the parties as a complete and exclusive statement of the terms and conditions of this Agreement. Any alterations to this Agreement must be in writing, signed by both parties.