INDEPENDENT CONTRACTOR AGREEMENT 
 

THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is a legally binding agreement between you (“you” or “your”) and Stories and Stills, LLC (“Stories and Stills”) (“Agreement”) that defines the terms and conditions by which Stories and Stills wishes to have you provide certain photography, videography, and/or editing services pursuant to a work order. 

By clicking on the “I AGREE” button or a similar affirmation, or by acknowledging acceptance of this Agreement by any other method allowed by Stories and Stills, you acknowledge and agree that: (i) you have reviewed and understand this Agreement; (ii) you agree to be legally bound by the terms and conditions of this Agreement; and (iii) your provision of Services (as defined below) will be governed by this Agreement. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, you should not click on the “I AGREE” button. 

1. PROVISION OF SERVICES. If you are accepted by Stories and Stills to provide the Services to a Client pursuant to a work order, you will provide such Client with quality professional photography/videography services (the “Services”) at the location(s) designated. Except as otherwise requested or directed by Stories and Stills or a Client, you will deal directly and exclusively with Stories and Stills with respect to providing the Services, and will not communicate with the Client regarding such. 

2. INFORMATION ABOUT YOU. By accepting the terms and conditions of this Agreement, you represent and warrant that you are of at least 18 years of age or older. You also accept that Stories and Stills may use your image and provided information for marketing of Stories and Stills. 

3. ACCEPTANCE OF WORK ORDERS. 

A.  Stories and Stills will determine any assignment of a work order in its sole discretion. If Stories and Stills offers you the work assignment under a work order, you must confirm your acceptance of the work order before performing any Services. Since Stories and Stills will pay you directly for providing the Services to a Client, you also must complete a W-9 tax form prior to becoming eligible to be paid for the Services. 

B.  Once you accept Stories and Stills’ offer to provide Services under a work order, you are responsible for rendering the Services. Notwithstanding the foregoing, Stories and Stills may cancel without charge any work order for Services at any time prior to you beginning the assignment at Client. You represent and warrant that all Services will be performed by you directly. You may not subcontract the performance of the Services to any third party. 

C. Stories and Stills expects that as an independent contractor, you have other sources of business and Stories and Stills has no obligation to provide you with opportunities. 

4. YOUR DUTIES AS AN INDEPENDENT PHOTOGRAPHER / VIDEOGRAPHER CONTRACTOR 

A. You are an Independent Contractor under the terms of this Agreement. The acceptance of work order(s) does not establish an employment relationship with Stories and Stills or any Client. As such, you will pay any and all self-employment, or other taxes of any nature imposed upon the payment you receive as a result of providing the Services hereunder. 

B. If you are performing Services which are subject to state and/or local taxes, as an independent contractor it is your responsibility to remit any required/applicable taxes to the taxing authorities. 

C. It is your responsibility to obtain workers compensation insurance where required by law, keep records as required by law, pay taxes or governmental fees, comply with applicable laws, and maintain any licenses required. You will be solely responsible for obtaining and either self-insuring or purchasing liability insurance in such amounts and coverage as you select. You understand that issues of liability that arise as a result of your negligence in the execution of a work order will be your responsibility. Stories and Stills will not provide any contributions to unemployment insurance or workers compensation funds. Stories and Stills recommends that you carry the following minimum insurance coverage: (i) workers compensation insurance as prescribed by the law of the state in which you render Services; (ii) employer liability insurance with limits of at least $1,000,000 per occurrence; (iii) comprehensive automobile liability insurance with a combined single limit per occurrence of at least $1,000,000 for bodily injury and property damage; (iv) comprehensive general liability insurance, including, broad form/property damage, bodily injury, products and completed operations, with a combined single limit per occurrence of at least $1,000,000; and (v) professional liability insurance with a minimum limit of $1,000,000 per occurrence. Stories and Stills will not, and declines to, supervise, specify or control the means or methods of how you will render the Services pursuant to a work order. It is your responsibility to determine and control how to use your skills, knowledge, training, ability, and experience in the Services to enable you to render the Services in a work order to the Client’s satisfaction. 

D. As an independent contractor, you will not be entitled to any rights or benefits provided to employees of either Stories and Stills or our Clients including, without limitation, health insurance benefits, vacation or other time off, and other employee benefits. 

E. You are responsible for any expenses incurred in performing the Services unless the work order provides such expenses as a part of the compensation for the Services. 

F. The applicable work order will specify the location at which the Services are to be rendered. 

5. COMPLIANCE WITH LAWS. You will comply with all applicable laws, rules and regulations in performing the Services under this Agreement. 

6. OWNERSHIP OF WORK PRODUCT. 

A. Any and all Work Product, including any ideas, concepts, information, materials, improvements, designs, artwork, photographs, video content, other copyrightable work, and any other work product created, conceived or developed by you (whether alone or jointly with others) under this Agreement, including all copyrights, trademarks, trade secrets, and other intellectual property rights therein (the “Work Product”) will be considered “work for hire” to the extent allowed by law. As such, the Work Product will be the sole property of the applicable Client and Stories and Stills in perpetuity, throughout the world in any and all media. 

B. You specifically agree that the Client, in its sole discretion, will have the right to register in Client’s name the copyright to any Work Product delivered by you pursuant to this Agreement. You agree that all Work Product delivered hereunder to a Client will be copyrightable under the laws of the United States, except that a Client may in its sole discretion by specific writing waive this requirement as to any such Work Product. 

7. LIMITATION OF AUTHORITY. You will not have any authority to: (a) bind or obligate Stories and Stills or subject Stories and Stills to any liability except as expressly provided in this Agreement, or (b) do any other act on behalf of Stories and Stills that is not expressly authorized in this Agreement. 

8. REMUNERATION. You understand that the Services are being provided pursuant to a contract between Stories and Stills and a third-party Client. Stories and Stills agrees to pay you for the Services provided to the client. Stories and Stills will report payments to you for tax purposes on a Form 1099. 

9. CLIENT DISPUTES. You will use your best efforts to resolve any dispute with a Client arising from or related to your performance of the Services. 

10. INADEQUATE PERFORMANCE. For any services you perform that are deemed to be incomplete or inadequate by a Client or Stories and Stills, Stories and Stills reserves the right to provide no compensation. 

11. INDEMNIFICATION. 

A. You shall fully indemnify, defend and hold harmless the Client and Stories and Stills (collectively, “Indemnified Parties”), and each of their directors, officers, employees, agents, affiliates, subsidiaries, successors and assigns, from and against any liens, damages, lawsuits, charges, losses, fines, penalties, costs, liabilities, interest and expenses (including reasonable attorneys’ fees) relating to or arising from, directly or indirectly, in whole or in part: (i) your breach of this Agreement; (ii) any claim for wages, overtime, employee benefits, pension, stock options, employee stock purchase rights, or any form of compensation and benefits from you or any of your employees; (iii) any taxes, social security, unemployment compensation or any other required payroll deductions relating to you or any of your employees; (iv) any applicable federal, state or local sales or use, gross receipts, transaction privilege, business and occupation and other similar taxes or levies attributable to this Agreement or the Services; (v) any act or omission of you or any of your employees resulting in personal injury or death to any person or damage to or loss of any property; (vi) any violation of law by you or any of your employees, including laws governing eligibility to work in the United States; (vii) any claim that the delivery or use of any Work Product infringes or violates any third party’s patent, copyright, trademark, trade secret or other intellectual property rights; (viii) any use or disclosure of Indemnified Parties Confidential Information contrary to this Agreement; (ix) any claim, charge or lawsuit relating to harassment or discrimination as a result of actions by you that Indemnified Parties are the “employer” or “joint employer” of you or such employees arising out of or in connection with this Agreement or with your performance of this Agreement.

12. TERM AND TERMINATION. This Agreement shall continue indefinitely until canceled by either of the parties hereto upon thirty (30) days written notice to the other. In addition, Stories and Stills shall have the right to immediately cancel this Agreement in whole upon written notice to you in the event Stories and Stills, in its sole discretion, determines your performance of the Services to be unsatisfactory or in the event of any breach by you of the obligations of this Agreement. In the event of termination of this Agreement, all assignments of work orders will immediately terminate as well. 

13. CONFIDENTIALITY. You will at all times maintain in strict confidence all confidential and proprietary information of Stories and Stills and the Client that you receive in the course of providing the Services, including all work orders, Client addresses, and information on Client premises to which you have access or obtain control, and agree that you (a) will not use or permit the use of such confidential information in any manner or for any purpose not expressly set forth in this Agreement, (b) will protect such confidential information from unauthorized use and disclosure, and (c) will not disclose such confidential information to any third parties.. Such information will remain the exclusive property of Stories and Stills or such Client, as applicable. Upon request by Stories and Stills or such Client, you agree to promptly deliver to Stories and Stills or such Client the original and any copies of such confidential information. 

14. LIMITATION OF LIABILITY. IN NO EVENT SHALL STORIES AND STILLS AND THE CLIENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR EXPENSES OR LOST PROFITS (REGARDLESS OF HOW CHARACTERIZED AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY WORK ORDER UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE). IN NO EVENT SHALL STORIES AND STILLS’ AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY STORIES AND STILLS TO YOU HEREUNDER. 

15. NON-SOLICITATION. During the term of this agreement and for a period of three (3) years after termination of this Agreement, you agree not to circumvent Stories and Stills, directly or indirectly, (a) to induce or attempt to induce, any Client to utilize your services directly or not to pay Stories and Stills any fees; (b) induce or attempt to induce any Client to change its relationship with Stories and Stills or decrease the level of services provided by Stories and Stills, (c) assist any third party in inducing or attempting to induce any Client to change its relationship with Stories and Stills or decrease the level of services provided by Stories and Stills, or (d) induce or attempt to induce, or assist any third party in inducing or attempting to induce, any Client to obtain services which Stories and Stills offers from any competitor or potential competitor of Stories and Stills, in each case, without the prior written consent of Stories and Stills. During the term of the Agreement and for three (3) years after termination of this Agreement, without Stories and Stills’ prior written consent, you will not provide or offer to provide services, other than through Stories and Stills, to any Client to whom Services were provided by you pursuant to this Agreement. In the event, any Client or any of its affiliates, directly or indirectly, to whom you provided Services pursuant to this Agreement contacts you directly for Services, you will notify Stories and Stills immediately with the contact information of such Client. Stories and Stills will enter into direct negotiation and contract with such Clients upon consultation with you. 

16. LEGAL AND EQUITABLE REMEDIES. Stories and Stills will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Stories and Stills may have for any breach of this Agreement by you. 

17. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement shall not be assigned in whole or in part by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that notwithstanding the foregoing, Stories and Stills may without your consent assign this Agreement to any purchaser of all or substantially all of its assets or equity (whether by sale, merger or otherwise). 

18. NOTICES. All notices, requests, and other communications will be in writing and delivered electronically. Stories and Stills will send any such communications to the last known e-mail address that you provide, and you will send any such communications to the Stories and Stills e-mail address that it provides. 

19. WAIVER, MODIFICATION OR AMENDMENT. No waiver, modification or amendment of any term, condition or provision of this Agreement will be valid or of any effect unless made in writing, signed by the party to be bound or its duly authorized representative and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by any part of any default of the other will not affect or impair any right arising from any subsequent default. Nothing in this Agreement limits the rights and remedies of the parties under and pursuant to this Agreement, except as set forth above 

20. ENTIRE AGREEMENT. This Agreement contains the entire agreement between Stories and Stills and you and supersedes and cancels any and all other agreements, whether oral or in writing, between Stories and Stills and you with respect to the matters referred to in this Agreement 

21. GOVERNING LAW. The validity, enforceability, construction, and interpretation of this Agreement will be governed by the laws of the State of South Carolina, without regard to any conflict-of-law or choice-of-law rules. You irrevocably waive your right, if any, to have the laws other than the State of South Carolina apply to this Agreement. 

22. FORUM SELECTION. Because (a) Stories and Stills is a South Carolina company with its principal place of business in Aiken County, South Carolina; (b) the Company’s significant contracts are governed by South Carolina law; and (c) it is mutually agreed that it is in the best interests of Stories and Stills Clients, vendors, contactors, and employees that a uniform body of law consistently interpreted be applied to the relationships that Stories and Stills has with such persons and entities, this Agreement is deemed entered into in the State of South Carolina between Stories and Stills and You. The State of South Carolina, Aiken County District Court, will have exclusive jurisdiction and venue over any disputes between Stories and Stills and you for the purposes of any action arising out of or related to their respective obligations hereunder, including specifically (but without limiting the generality of the foregoing), actions for temporary equitable relief and permanent equitable relief. You hereby (a) waive any objection that you might have now or hereafter to the foregoing jurisdiction and venue of any such litigation, action or proceeding, (b) irrevocably submits to the exclusive jurisdiction of any such court set forth above in any such litigation, action or proceeding, and (c) waives any claim or defense of inconvenient forum. Each party hereby consents to service of process by registered mail, return receipt requested, at such party’s last known address (as modified by written notice of a party from time to time) and expressly waives the benefit of any contrary provision of law. 

24. ELECTRONIC SIGNATURE CONSENT. Stories and Stills relies on an electronic signature process as official authorization for your agreement related to this Agreement. By clicking "I agree", you affirmatively consent and agree to conduct each transaction by electronic means with Stories and Stills and you hereby state that electronic signatures shall have the same force and effect as an original signature with respect to this Agreement and all written agreements entered into between you and Stories and Stills. You further consent to receive any notices required to be in writing by electronic means to the email or other contact information sent by you to Stories and Stills. You may request at any time to have a transaction record provided or made available on paper or in non- electronic form by Stories and Stills at no charge. Your standard web browser is required to access any electronic records from your account and you confirm your consent that you can access such records using your standard web browser. You also may revoke approval of this electronic signature process at any time with prior written notice to Stories and Stills; however, this will result in Stories and Stills’ suspension or termination of this Agreement absent your acknowledgment of agreement or consent by other valid legal means. 

IN WITNESS WHEREOF, the parties have executed this Agreement.