STUDIONOW VENDOR NETWORK AGREEMENT

This StudioNow Vendor Network Agreement (“Agreement”) is hereby made between StudioNow, Inc. and the individual or entity providing photography, production, post production, processing or other services (“You”) (StudioNow and You may each be referred to as a “Party” and together the “Parties”). StudioNow hereby grants You the privilege of participating within its Vendor Network pursuant to the terms of this Agreement.

By accepting projects, providing services, and/or submitting work hereunder, You expressly acknowledge and agree to be bound by the terms and conditions of this agreement. You acknowledge that You are accepting the terms of this agreement electronically, which has the same force and effect as an agreement signed in writing. You expressly agree and accept any amendments or modifications to this agreement if You continue accepting projects, providing services and/or submitting work hereunder after being notified of any such amendments or modifications by any means described in this agreement. You expressly agree to maintain confidentiality as set forth in this agreement with respect to both StudioNow and StudioNow’s customers.

1. Registration.

You may be required to submit certain information relating to Your skills, competencies, and previous work. You represent and warrant that all information provided to StudioNow shall be true and accurate. StudioNow will review Your information and, in its sole discretion, determine whether to include You within its network of vendors. If You are included in the network, You shall become familiar with StudioNow’s platform, process and guidelines for the performance of Projects and interaction with StudioNow and StudioNow’s customers (each a “Customer’’).

2. Offer and Acceptance of Projects.

From time to time, StudioNow may offer one or more Customer projects (each a “Project”) to You. Each offered Project requires certain photography, videography, production, post production, processing or other services. For each such Project, StudioNow shall identify a scope of work, timeframe and/or budget for the completion of the Project.

You agree to accept only those Projects that You: (a) have the required experience and expertise to perform; and (b) can complete and deliver within the specified timeframes and budget. If You accept a Project but later determine that You cannot complete the Project within the specified timeframe and/or budget, You shall immediately and directly inform StudioNow and shall forfeit any claim for compensation. All services You perform and all materials or other deliverables You produce for each Project, including any raw footage, will be deemed a “Work.”

3. StudioNow Platform.

You shall be given access to StudioNow’s platforms and applications to use in the management of the Project, maintenance of Your profile, submission and request of feedback, and financial processing (the “Platforms”). You shall keep strictly confidential any usernames and passwords for access to the Platforms (or any portion thereof), shall not allow any other person to access or use the Platforms utilizing Your username or password, and shall access or use the Platforms solely for the purposes detailed under the Agreement. If the security of Your username(s) or password(s) is compromised in any way, or if You suspect that it may be, You shall immediately contact StudioNow. Title, ownership rights, and intellectual property rights in the Platforms shall remain in StudioNow, its licensors and/or other providers.

4. Project Management. For each Project, You shall:

Complete the Project as defined by Customer in a professional manner and in accordance with all schedule and/or budget considerations;

Provide responses to all StudioNow and/or Customer communications within one (1) business day;

Use the the Platforms to manage the Project;

Use the StudioNow Payment Service for all financial processing;

In accordance with Section 9 and pursuant to StudioNow or Customer’s direction, return or destroy all Customer materials and final works upon demand, termination of the Agreement, or within ninety (90) days after uploading the required files to StudioNow, whichever occurs first in time;

Immediately report any changes in scope, mistakes, accidents, mishaps, disagreements with Customers, or any other occurrence that falls outside the normal course of business of a Project that You are working on to StudioNow’s customer service; and

Adopt and implement StudioNow’s and Customer’s anti-fraud and security measures.

5. Additional Agreements for Services.

In connection with providing certain services to the Customer as an independent contractor, You may be asked to enter into a Services Agreement (e.g., Statement of Work, Master Services Agreement and/or Marketplace Services Agreement) with us and or the Customer. If You enter into a Services Agreement, then the terms and conditions of any such Services Agreement will apply to You in addition to these Terms of Use. To the extent that there is a conflict between these Terms of Use and any Services Agreement, the Services Agreement will govern.

6. Customer Content.

Customer may provide You with content, including raw footage, trademarks and service marks, for inclusion within the Work (the “Customer Content”). You shall have a non-exclusive, non-sublicensable, royalty-free, limited license to use the Customer Content solely in connection with Your performance of Your obligations pursuant to this Agreement. Customer shall retain exclusive ownership and all right, title and interest in and to all Customer Content provided to You hereunder. Except in creation of the Project, You shall have no right to use any Customer trade name, trademark or service mark without the express written permission of Customer.

7. Ownership and Licenses.

7.1 Ownership.

The Customer shall own all right, title and interest in and to the Work, including the right to copyright such Work (or any portion thereof) and the perpetual and exclusive right to exploit, and allow others to exploit, the Work in any and all media and for any and all uses, and to retain all revenue derived therefrom and to assign such rights. You waive any “moral rights” claims You may have with respect thereto. To the extent that title to any Work may not, by operation of law, vest in the Customer, You hereby irrevocably assign to the Customer all right, title and interest in and to any Work, including the right to copyright such Work (or any portion thereof). You agree to give the Customer and any person designated by Customer such reasonable assistance, at Customer’s request, as is required to perfect, secure and protect the Customer’s intellectual property and other rights set forth in this Section. Unless otherwise requested by StudioNow [or Customer], upon the completion of the services to be performed for each Project, You shall immediately turn over to StudioNow [or Customer] all Work, including all project working files and/or animation files, along with finished files. Nothing in this Agreement shall convey to You any right, license, title, interest in or to the Work including showcasing samples of the Work on third party or Your websites. If You would like to showcase a sample of the Work You created, You must contact StudioNow for the Customer’s express written approval to do so.  By accepting the StudioNow Vendor Network agreement, you agree to allow StudioNow to showcase and promote your work on StudioNow website, sales presentations, and other social media platforms.

7.2 Photography Services.

Notwithstanding Section 7.1 above, for photography engagements only, the Customer shall acquire: (a) ownership rights; (b) an exclusive license; or (c) a non-exclusive license to all Work. The type of rights granted or assigned by You shall be designated by the Customer and such designation shall appear in the engagement packet or assignment as applicable. In the event the type of rights is not explicitly identified, the Customer shall be granted ownership rights in accordance with Section 7.1.

7.2.1 Ownership.

If ownership or buy out is designated for the applicable engagement, all Work shall be subject to Section 7.1.

7.2.2 Exclusive License.

If exclusive license is designated for the applicable engagement, You grant to the Customer an exclusive, worldwide, irrevocable, perpetual, fully paid-up, royalty free, transferable right and license to use, distribute, reproduce, display, perform, store, modify, adapt, create derivative works, edit, sell, exploit, and sub-license the Work, with or without attribution for any purpose and in any form, media, or technology now known or later developed, as the Customer may determine in its sole discretion. You also grant to the Customer the sole and exclusive right and discretion to bring any action against any party for any infringement or unauthorized use of the Work, and settle any claim without liability to You and the Customer shall retain any and all damages, settlement and/or compensation paid in connection with any such claim or settlement. You will cooperate with StudioNow as reasonably necessary in any such action.

7.2.3 Non-Exclusive License.

If non-exclusive license is designated for the applicable engagement, You grant to the Customer a non-exclusive, worldwide, irrevocable, perpetual, fully paid-up, royalty free, transferable right and license to use, distribute, reproduce, display, perform, store, modify, adapt, create derivative works, edit, sell, exploit, and sub-license the Work, with or without attribution for any purpose and in any form, media, or technology now known or later developed, as the Customer may determine in its sole discretion. Notwithstanding the above, You agree that You shall not exploit the Work for a period of thirty (30) days from the time such Work is approved by StudioNow or the Customer as applicable.

8. Clearances.

8.1 Third Party Clearances Generally.

You shall secure, at Your expense, any and all necessary third party clearances, rights, licenses, permissions, consents, releases and the like, including without limitation, any for voices, images and appearances (e.g., talent, photographer, model, location, copyright, multimedia content etc.) necessary for the Customer to exercise the rights set forth above in Section 7, including for any and all uses of the Work (collectively, “Third Party Clearances”). You shall provide all such Third-Party Clearances along with delivery of the Work. The form of all such Third-Party Clearances must be pre-approved or provided by StudioNow.

8.2 Specific Third-Party Clearances of Multimedia Content.

The Work shall not include music unless otherwise agreed to by StudioNow in writing or provided by StudioNow from the StudioNow royalty free music library. All other Multimedia Content contained in the Work shall be owned exclusively by the Customer. As between the Customer and You, You will be responsible for obtaining, all Third Party Clearances with regard to all video, audio, photograph, graphics, illustration or other multimedia content (collectively, “Multimedia Content”) provided by You hereunder. For avoidance of doubt, “Multimedia Content” does not include any StudioNow or Customer content provided by StudioNow and/or Customer. In addition, You shall be solely responsible for securing, administering and paying, at Your sole expense, all third-party publishing, copyright, guild and other rights required to use, reproduce and distribute Multimedia Content supplied by You as provided in and contemplated by this Agreement, and You will be responsible for paying fees or expenses, if any, resulting from rights claims from such third parties.

9. Retention and Return of Materials.

Unless otherwise stated in an applicable Project, You shall retain all materials, including any raw footage, used to create a Project for a period of no less than ninety (90) days from approval of the applicable Project (the “Retention Period”). During the Retention Period, at StudioNow’s request and sole and cost and expense, You shall deliver any requested materials to StudioNow. In the event StudioNow has not requested the return of such materials during the Retention Period, You shall destroy such materials at the expiration of the Retention Period.

10. Fees, Expenses, Maximum Amount, Disputes and Taxes.

10.1 Compensation.

StudioNow shall compensate You for Your services on a per Project basis. Your compensation may be determined through direct negotiations with StudioNow or pursuant to a bidding process administered through the Platforms. Each Project shall identify the flat fee or hourly rate for the Project. All fees shall be paid in arrears.

10.2 Expenses.

You shall only be entitled to reimbursement of those categories of expenses, if any, set forth for the applicable Project. Such expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by You in the performance of the services hereunder, provided that: (i) StudioNow has given its prior written consent for any such expenses, including travel expenses; (ii) the expenses have been detailed on a form acceptable to StudioNow and submitted to the appropriate StudioNow Project Manager for review and approval; and (iii) You shall submit supporting documentation and receipts in addition to the approved expense form. Any travel expenses shall comply with StudioNow’s Service Provider travel expectations established by Your Producer.

10.3 Maximum Dollar Amount.

Notwithstanding anything to the contrary contained herein, StudioNow shall not be liable for any charges and/or expenses under any Project for work in excess of the Maximum Dollar Amount specified on such Project.

10.4 Disputes.

As a material term to this Agreement, You acknowledge and agree that in the event a dispute arises between You and StudioNow related to the payment or nonpayment of compensation for a Project, the Customer related to such Project shall not be liable to You for nonpayment under this Agreement due to StudioNow’s non-performance or breach of its agreement with such Customer.

10.5 Taxes.

You shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the services, if any. StudioNow shall not be liable for taxes based on Your (or, where applicable, Your employee’s or other assistant’s) net income, items of tax preference, withholding, net worth, capital stock, franchise, property or conduct of business, or similarly-based taxes. You shall pay all taxes collected from StudioNow to the appropriate taxing authority. You, and not StudioNow, shall be obligated to pay any applicable taxes for corresponding services, including without limitation, any and all interest, penalties and attorneys’ fees. StudioNow will not be responsible to You or any governing body for any payroll-related taxes including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits, or unemployment compensation. You shall bear any and all costs, and shall indemnify StudioNow pursuant to the “Indemnity” section of this Agreement. StudioNow shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, You shall reasonably cooperate with any such contest.

10.6 No Benefits.

As a material term of this Agreement, You agree that the compensation arrangement established under this Agreement represents Your entire compensation for the performance of services hereunder. You agree that You are not eligible for, and shall not participate in, any of StudioNow’s employee benefit plans or programs, including, but not limited to, bonus, worker’s compensation, vacation, health, pension, incentive compensation or other employee programs or policies (“Benefits Plans”). If for any reason You are deemed to be a statutory or common-law employee of StudioNow by any governmental agency, court, or other entity, You hereby waive any right to, and agree to neither seek nor accept, any benefits under the Benefits Plans, even if by the terms thereof You or any employee, independent contractor or other assistant of Yours (“Assistant”) might be eligible for such benefits.

11. Collective Bargaining Agreements.

You acknowledge that StudioNow is not currently a signatory to any collective bargaining or other agreement that would require payments to AFTRA, SAG, or any other union or guild in connection with this Agreement.

12. Confidentiality and Non-Circumvent.

You acknowledge that Confidential Information may be disclosed to You during the course of this Agreement. You agree that You will take reasonable steps, at least substantially equivalent to the steps it takes to protect Your own confidential and proprietary information, during the term of this Agreement, and fora period of three (3) years following expiration or termination of this Agreement, to prevent the disclosure of StudioNow’s or its Customers’ Confidential Information, other than to Your employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for You to perform Your obligations or exercise Your rights hereunder, who will each agree to comply with this section. As used herein, “Confidential Information” shall mean any information relating to or disclosed in the course of the Agreement, which is, or should be reasonably understood to be, confidential or proprietary, including, but not limited to, the terms of this Agreement, any and all information about StudioNow, StudioNow Customers and the Project, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing plans and data. “Confidential Information” shall not include information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party.

Because StudioNow has incurred significant expense in developing and managing the relationship with the customer(s), Producer agrees not to contact any StudioNow customer after the project has been completed. Producer shall make contact with StudioNow customers only through StudioNow. During each Term and for a period of twelve (12) months thereafter, in the event Producer works with a StudioNow customer that was introduced to Producer by StudioNow beyond the initial Project, StudioNow shall be entitled to a fee equal to twenty percent (20%) of the total value of such subsequent Project(s).

13. Representations and Warranties.

You represent, warrant and agree that: (a) You have the full right, power and authority to enter into this Agreement, to grant the rights granted hereunder and to perform the acts required of You hereunder; (b) the execution of this Agreement by You, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of You, enforceable against You in accordance with its terms; (d) You have or shall have the proper skill, training, and background so as to be able to perform the Work in a competent and professional manner and that the Work will be performed in accordance with applicable standards; (e) the Customer shall receive free, good and clear title to all Work (if applicable) which may be developed by You under this Agreement or which is provided or delivered to StudioNow or the Customer by You or Your employees, independent contractors, assistants, agents or representatives pursuant to this Agreement, which title shall be free and clear of any and all liens, encumbrances, claims or litigation, whether pending or threatened; (f) no Work, deliverable or other materials delivered by You to StudioNow or the Customer hereunder shall infringe on or violate (i) any copyright, trademark, patent, any music performance or other music related right, (ii) any other proprietary or other right of any third party, including but not limited to any third party right to privacy, or (iii) any applicable law or regulation; (g) no Work or other materials delivered by You to StudioNow or the Customer hereunder shall contain any scandalous, libelous or unlawful matter or material; (h) You will not publish, broadcast, display or distribute in any media, or allow others to publish, broadcast, display or distribute in any media, the Work or any portion thereof without the prior written consent of StudioNow, and (i) You shall comply with all applicable local, state and federal laws in performing the Work.

14. Indemnity.

You shall defend, indemnify and hold harmless StudioNow, its Customers, and each of their respective officers, directors, agents, Affiliates, distributors, franchisees and employees from any and all losses and third party claims, demands, liabilities, costs or expenses, including without limitation reasonable attorneys’ fees and expenses (“Liabilities”) resulting from (a) Your breach of any obligation, duty, covenant, representation or warranty contained in this Agreement, (b) Your payment or nonpayment of compensation or salary asserted by an Assistant of Yours, (c) any claim that You or any Assistant stands in any relationship with StudioNow other than as an independent contractor, including but not limited to employment, co-employment and joint employment, (d) any governmental determination that You have failed to maintain its independent-contractor status or litigation determining a change of Your independent-contractor status, including liability for taxes and other penalties assessed upon StudioNow because of Your change or lack of independent contractor status, (e) acts or omissions by You or Your Assistants in connection with performing services to the extent resulting in death, personal injury, or damage to real or tangible personal property, and (f) the fault, negligence, or willful misconduct of You or Your Assistants.

15. Limitation of Liability.

EXCEPT IN CONNECTION WITH A BREACH OF THE CONFIDENTIALITY OR INDEMNITY PROVISIONS HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THIS AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

16. Independent Contractor Status.

16.1 Manner of Performance.

You have the right to (i) control and direct the means, manner and method by which the services are performed; provided that such services are performed in accordance with the Project requirements, and (ii) unless otherwise stated within the Project requirements or pursuant to a StudioNow or Customer request, perform the services at any place or location and at such time as You may reasonably determine and with the help of any Assistants You deem appropriate, provided that You shall be solely responsible for hiring, firing and compensating any such Assistants. Except as otherwise indicated herein, You are solely responsible for obtaining any facilities or other equipment, procuring insurance and paying any expenses associated with performing the services.

16.2 Independent Contractor; No Agency.

You are an independent contractor. You shall not be deemed for any purpose to be an employee of StudioNow. You further represent and warrant that You qualify as an independent contractor under the provisions of the Internal Revenue Code and its common law rules and are filing all required forms and making all necessary payments appropriate to Your independent-contractor tax status. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

17. Termination.

StudioNow may terminate this Agreement at any time in its sole discretion upon written notice to You (email to suffice). You may terminate this Agreement at any time in Your sole discretion; provided that You may not terminate the Agreement from the time You accept a Project until the completion of such Project through the Retention Period.

18. Communications.

18.1 Notice.

Any notice, approval, request, authorization, direction or other communication under this Agreement may be given in writing and, if so, will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered by confirmed facsimile; (b) on the delivery date if delivered personally to the Party to whom the same is directed; (c) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt; or (d) five (5) business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of StudioNow, such notice will be provided to the StudioNow Project Manager (fax no. (615) 577-9406), 4017 Hillsboro Pike, Suite 418, Nashville, Tennessee 37215. Notices may also be delivered in the manner and with the effect described in Section 18.5 hereof.

18.2 Duty to Inform.

You shall promptly inform StudioNow of any information related to the services, including the Work, which could reasonably lead to a claim, demand or liability of or against StudioNow and/or its affiliates or Customer by any third party.

18.3 Statements to Third Parties.

During the term of this Agreement, You shall not make, publish, or otherwise communicate, or cause to be made, published, or otherwise communicated, any deleterious remarks whatsoever to any third parties concerning StudioNow or its Affiliates, directors, officers, employees, agents or Customer, including without limitation, StudioNow’s business projects, business capabilities, performance of duties and services or financial position.

18.4 Publicity.

You agree that You will not, without prior written consent of StudioNow in each case, use in advertising, publicity, or otherwise the name of StudioNow, or images of StudioNow facilities and employees, or refer to the terms or existence of this Agreement in press releases, advertising, or materials distributed to prospective customers.

18.5 Electronic Communications.

YOU AGREE TO TRANSACT WITH STUDIONOW ELECTRONICALLY. YOUR AFFIRMATIVE ACT OF SUBMITTING YOUR REGISTRATION INFORMATION AND/OR CONTENT CONSTITUTES YOUR SIGNATURE TO THIS AGREEMENT. THIS AGREEMENT SHALL HAVE THE SAME FORCE AND EFFECT AS AN AGREEMENT EXECUTED IN WRITING. YOU FURTHER AGREE TO RECEIVE ALL REQUIRED NOTICES FROM STUDIONOW ELECTRONICALLY. STUDIONOW MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (1) VIA E-MAIL, (2) VIA POSTING THE NOTICE ON A WEBSITE DESIGNATED BY STUDIONOW FOR THIS PURPOSE, AND/OR (3) VIA A PROJECT PAGE. The delivery of any Notice is effective when sent or posted by us, regardless of whether You read the Notice or actually received delivery thereof.

19 Miscellaneous.

This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Tennessee except for its conflicts of laws principles, and each party irrevocably consents to the exclusive jurisdiction of the courts situated in Nashville, Davidson County, Tennessee overall claims and all actions to enforce such claims or to recover damages or other relief in connection with such claims. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. You shall not assign this Agreement or any right, interest or benefit under this Agreement, nor delegate any of its duties or obligations hereunder, without the prior written consent of StudioNow. No services to be performed by You hereunder shall be subcontracted to or performed on Your behalf by any third party, except upon written permission by StudioNow. This Section and Sections 6, 7, 8, 9, 10.3, 10.4, 10.5, 10.6, 11, 12, 13, 14, 15, 16, 17, and 18 shall survive the expiration or termination of this Agreement.

[Last Updated 2021-09-16]