LTC Premium Photographer Signup

LEASE AGREEMENT - PREMIUM

This Business Contract Lease Agreement (the "Agreement") is made and entered between the individual, a business client hereafter referred to as "Client", and LeaveTheCamera.com, hereafter referred to as "Company or LTC". In consideration of the covenants and conditions hereinafter set forth, Company and Client agree as follows:

1.SERVICES Client agrees to pay a $24.95 monthly fee:

1. Personal LTC photographer page.

2. Featured Listing on Company's web site

3. 24 hr. customer service

4.10 Gigs of Photo Space

5. Additional features on Client's profile page on the Company's web site

Company shall NOT be responsible to perform the following:

1. Tasks related to owning and operating a photography business including but not limited to advertising material and expenses, photo shoot booking, photo shoot pricing and fee negotiation, travel arrangements, collection of fees, bookkeeping, federal state or local tax collection or payment.

2. Settle disputes between Client and third parties.

3. Provide monetary or, legal advise or assistance of any kind in regard to law suites or criminal charges brought against Client.

Client shall be responsible to perform the following:

1. Resize each photo to 1 MB or less before uploading to the Company's web site through MyCapture.

2. Create and manage all photo albums on the Company's website through MyCapture.

3. Upload only JPEG format photos to the Company's web site through MyCapture.

4. Upload original high resolution photos within 24 hours of a sale of one of Client's photos through the Company's web site.

5. Remove photos from site after 90 calendar days or after 30 straight calendar days of no sales activity. If Client or company is contacted to re-upload images for an event that has been removed from the site, the Client will offer these images for sale at a higher sales price than the default pricing. The Company offers five different pricing sheets that can be used at the discretion of the Client for this purpose.

6. Company policy for pricing merchandise is "Default Pricing Sheet" for 30 days. Client shall increase sales price by 10% after 30 days, and 5% for every 30 day period up to 120 days of sales activity. All images shall be removed from the site after 120 days unless image and merchandise purchases are still active. The 30 day rule of no sales activity applies after 120 days. The Company will only increase price to meet these guidelines if (a)the Client forgets or (b)is unable to do so due for reasons of technical problems or (c)Client's is unavailable to due so.

7. Monitor all sales and commissions for each sales period.

8. Maintain an active PayPal account for the purpose of commissions payments from the Company as well as monthly service payments made from the Client to the Company.

9. Purchase LTC promotional merchandise.

10. Provide Company with all company or personal information needed to complete the enrollment and sales process.

11. Collect and pay any and all applicable federal, state, or local sales tax.

12. Deal in a professional and courteous manner with all third parties contacting Client through the Company's web site.

13. Resolve issues resulting from a sale of any of the Client's photos.

14. Promote the Company in a professional and positive light at all times.

15. Contact the Company directly to resolve any issues arising from sales or commissions.

Client shall abide by the following:

1. CLIENT SHALL NOT FOR ANY REASON,

upload any (a)obscene images, (b)sexually suggestive or explicit images, (c) images named or suggested under any child protection law or any image deemed inappropriate or vulgar by the Company. Any violation of this policy shall result in the immediate suspension of the Client's access to the web site and the immediate removal of all of the Client's images from the Company's web site. Please refer to Section 11 of this agreement for additional information.

2. REPORTING

Before uploading any material that may constitute a violation of section 1, Client shall report to the company, by e-mail for purposes of verifying content and making images public. Company retains the right to remove any photos/images from the Company's web site for, but not limited to, the purpose of protecting our company mission statement, values, and reputation within the business communities in which the Company does or does NOT operate.

3. TERM

This Agreement shall commence on the day it is electronically signed by the Client and will continue for a period of no less than one (1) month from the contract signing date. The contract shall continue on a month to month basis following the one (1) month contract date and shall not expire unless written notification is sent to the Company by the Client giving no less than 30 days notice to the final date of service.

4. PAYMENT OF MONTHLY LEASE AGREEMENT FEES

The monthly service fee shall be billed at the rate of $12.95 per calendar month through PayPal. Payments shall be made electronically with a credit card, e-check, bank transfer, or another PayPal account. Monthly fees shall be due upon receipt. If payment is not received within 10 days from the date of the invoice, on the 11th day the Client access to the company's web site will be suspended. Client access will ONLY be restored after receipt of payment via PayPal. Client access will be restored within a period after receipt of payment not to exceed 48 hours.

5. TERMINATION

The Company or Client may terminate the Agreement at any time without cause and without further obligation to Client except for payment due for sales prior to date of such termination. Any monthly fees paid in advance and not used before the termination date will not be refunded. Termination of this Agreement or termination of services shall not affect the provisions under Sections 5-11, hereof, which shall survive any termination.

6.PAYMENT OF COMMISSION

Client shall be paid commissions for all sales made under this agreement on the 25th day of the month following the previous sales period of one (1) calendar month. Commission is defined as 70% OF THE NET profit of each sale of a Client's photos. Expenses which are deducted from the gross profit include printing, shipping, 3% credit card transaction fee, 1.5% wholesale fee. Commission shall not be paid on and sales that result in returns, charge backs, or refunds. Commission totalling less than $20 for one month shall be rolled into the proceeding month until such time as the total commission to be paid exceeds $20. Client shall be liable to return any and all commissions paid to the Client on sales that result in returns, charge backs, or refunds. Commissions shall be paid on Client sales as long as the Client's account is not delinquent. Commissions shall be paid for a period not to exceed 30 days after the termination of this contract and the removal of all Client's images from the Company's web site. Company will not refund any unused or prorated portion of the monthly leasing fee.

7. CONFIDENTIALITY AND OWNERSHIP

(a) Client recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing,current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Client, or (b) information that subsequently becomes public through no act or omission of the Client. Client agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Client and whether or not disclosed to or entrusted to Client's custody. Client agrees that Client shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company.(b) To the extent any inventions, technologies, reports, memorandums, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Client in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Client hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Client rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Client hereby irrevocably and unconditionally waives all enforcement of such rights. Client shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by Client or Company or as part of its services under this Agreement shall be owned by the Company.

8. RETURN OF MATERIALS

Client agrees that upon termination of this Agreement, Client will return to the Company all drawings, blueprints, notes, memorandums, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Client will not retain any such materials.

9. WARRANTIES

Client warrants that: Client's agreement to perform the service pursuant to this Agreement does not violate any agreement or obligation between Client and a third party. The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party. The services provided by Client shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Customer, Client, and the Company.

10. INDEMNITY

Client agrees to indemnify, defend, and hold the Company and its successors, officers, directors, Clients and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Client, any action arising out of the client's acts or omission to act, or any violation of applicable law.

11. MISCELLANEOUS

(a) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or Client's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of TEXAS without regard to conflict of law principles. (c) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof. (d) Amendment. This Agreement may be amended only by a writing signed by Client by a duly and authorized representative of the Company. (e) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. (f) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. (g) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company. (h) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Client, the damage or imminent damage to the value and the goodwill of the Company's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Client in the event of any breach or threatened breach of any of such provisions by Client, in addition to any other relief (including damages) available to the Company under this Agreement or under law. (i) Notices. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid, to Company's residence (as noted below), or to the Company's principal office, as the case may be. (j) Assistance. Client shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with work performed by Client; provided, however, that such assistance following termination shall be furnished at the same level of compensation as provided in Section 4. (k) Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or Clients, shall be litigated solely in state or federal court in MIDLAND, TEXAS. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the TEXAS Secretary of State (the "Client") or to the party at the party's last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Client to accept such service in the event that personal service delivery can not easily be effected. CLIENT AND COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

12. COMPANY ADDRESS

LTC Photographers and Associates , LLC.
P.O. Box 9325
Midland, TX 79708