Photographer Agreement

This Photographer Marketplace Agreement (the “Photographer Agreement”) governs participation by photographers and other eligible visual-service providers in the Ch4pter marketplace and constitutes a binding agreement between the participating Photographer and Ch4pter, LLC (“Ch4pter,” “we,” “us,” or “our”).

By creating or maintaining a Photographer Account, publishing a Photographer Profile, offering Services, accepting or performing a Booking, receiving payment through the Platform, or otherwise participating in the Ch4pter Marketplace as a Photographer, you agree to this Photographer Agreement, the Ch4pter Terms of Service, the Ch4pter Privacy Policy, applicable Booking terms, and any additional policies or terms expressly incorporated by reference.

If you do not agree to these terms, you may not participate in the Ch4pter Marketplace as a Photographer.

ARTICLE 1 — DEFINITIONS AND SCOPE

1.1 Definitions

For purposes of this Photographer Agreement:

“Account” means a registered Ch4pter user account.

“Booking” means a transaction initiated through the Platform for photography, videography, or another eligible visual service offered by a Photographer.

“Booking Amount” means the price charged by the Photographer for the Services associated with a Booking, excluding taxes, government-imposed charges, gratuities, and other amounts expressly excluded by Ch4pter.

“Booking Request” means a Client's request to engage a Photographer for specified Services.

“Client” means a person or entity seeking, requesting, purchasing, or receiving Services through the Platform.

“Client Content” means information, files, communications, instructions, reference materials, images, or other content submitted by or on behalf of a Client.

“Content” means text, images, photographs, video, audio, graphics, files, portfolio materials, messages, reviews, metadata, and other materials submitted to, stored on, transmitted through, or displayed by the Platform.

“Deliverables” means photographs, videos, digital files, Galleries, prints, or other creative work that a Photographer agrees to provide in connection with a Booking.

“Deposit” means the initial portion of the Booking Amount collected in connection with a Booking.

“Fees” means commissions, subscription charges, processing-related charges, or other amounts expressly disclosed by Ch4pter and applicable to use of the Platform.

“Founding Photographer” means a Photographer expressly designated by Ch4pter as one of no more than one hundred (100) participants in the Ch4pter Founding Photographer Program.

“Gallery” means a digital collection of images, videos, previews, or Deliverables made available through the Platform.

“Marketplace” means the technology-enabled environment operated by Ch4pter through which Clients may discover, communicate with, request, book, pay, review, and receive Deliverables from independent Photographers.

“Marketplace Commission” means the percentage of the applicable Booking Amount retained by Ch4pter in exchange for Marketplace access and Platform services.

“Photographer” means an independent person or business participating in the Marketplace as a provider of eligible Services.

“Photographer Content” means Content uploaded, submitted, transmitted, published, or otherwise made available by a Photographer through the Platform.

“Platform” means Ch4pter's websites, applications, software, Marketplace, payment interfaces, messaging systems, Gallery systems, scheduling tools, and related technology services.

“Services” means photography, videography, or other eligible visual services independently offered and performed by a Photographer.

1.2 Scope

This Photographer Agreement governs the Photographer's access to and participation in the Marketplace and supplements the Ch4pter Terms of Service.

If a conflict exists between this Photographer Agreement and the Terms of Service concerning a matter specifically related to participation as a Photographer, this Photographer Agreement controls to the extent of that conflict unless expressly stated otherwise.

1.3 Electronic Acceptance

Electronic acceptance, Account creation, continued Marketplace participation, or use of applicable Platform functionality constitutes acceptance of this Photographer Agreement to the fullest extent permitted by applicable law.

ARTICLE 2 — NATURE OF THE MARKETPLACE AND INDEPENDENT STATUS

2.1 Ch4pter Is a Technology Marketplace

Ch4pter operates a technology marketplace enabling independent Photographers and Clients to discover one another, communicate, arrange Bookings, manage scheduling, process payments, exchange information, and deliver creative work.

Ch4pter does not itself provide photography or videography Services unless expressly stated in a separate written agreement.

2.2 Photographer Is the Service Provider

The Photographer—not Ch4pter—is solely responsible for performing the Services associated with a Booking.

Subject to applicable law and Platform requirements, the Photographer independently determines the Photographer's:

pricing;
offered Services;
creative style;
portfolio;
equipment;
work methods;
schedule and availability;
service area;
professional judgment; and
manner and means of performing Services.

2.3 No Employment, Agency, or Partnership

Nothing in this Photographer Agreement creates an employment, partnership, joint venture, franchise, fiduciary, agency, or similar relationship between Ch4pter and the Photographer.

The Photographer has no authority to bind Ch4pter, make representations on Ch4pter's behalf, incur obligations for Ch4pter, or represent that the Photographer is an employee, agent, partner, or authorized representative of Ch4pter.

2.4 No Control Over Creative Performance

Ch4pter does not direct or control the Photographer's artistic judgment, shooting methods, editing style, equipment selection, composition, posing, lighting, or other creative decisions.

Platform standards concerning safety, honesty, payment integrity, delivery obligations, prohibited conduct, technical requirements, or Marketplace participation do not create an employment or agency relationship.

2.5 No Guarantee of Business

Ch4pter does not guarantee any Photographer a minimum number of profile views, inquiries, Booking Requests, Bookings, Clients, earnings, revenue, ranking position, or Marketplace exposure.

ARTICLE 3 — ELIGIBILITY AND ACCOUNT REQUIREMENTS

3.1 Eligibility

To participate as a Photographer, a person must:

be at least eighteen (18) years old or the age of legal majority in the applicable jurisdiction, whichever is greater;
be legally capable of entering binding contracts;
provide accurate registration information;
comply with applicable laws and regulations; and
satisfy applicable identity-verification, payment-processing, tax, or Marketplace requirements established by Ch4pter.

3.2 Business Entities

A Photographer may participate individually or through an eligible business entity.

If participating on behalf of an entity, the person creating or managing the Account represents and warrants that they possess authority to bind that entity to this Photographer Agreement.

3.3 Accurate Information

The Photographer must provide complete, accurate, current, and non-misleading information concerning identity, business information, contact details, payment information, tax information, Services, pricing, experience, portfolio materials, availability, and other information requested by Ch4pter.

3.4 Account Security

The Photographer is responsible for maintaining the confidentiality and security of Account credentials and for activity occurring through the Account, except to the extent caused by Ch4pter's own systems or legally actionable conduct.

The Photographer must promptly notify Ch4pter of suspected unauthorized access or misuse.

3.5 Duplicate and Shared Accounts

Ch4pter may restrict duplicate, misleading, fraudulent, impersonating, improperly shared, or otherwise abusive Accounts.

ARTICLE 4 — PHOTOGRAPHER PROFILES AND MARKETPLACE REPRESENTATIONS

4.1 Profile Accuracy

The Photographer is responsible for ensuring that all profile information remains accurate, current, and not misleading.

4.2 Portfolio Authenticity

The Photographer may display only work the Photographer has the lawful right to use and represent.

The Photographer may not:

claim another person's work as their own;
materially misrepresent authorship;
use unlawfully obtained Content;
falsify professional experience;
fabricate credentials;
publish deceptive pricing or availability; or
otherwise mislead Clients concerning identity, abilities, Services, experience, or business.

4.3 Service Descriptions

Service descriptions, pricing, inclusions, exclusions, turnaround expectations, travel terms, expected Deliverables, and other material conditions must be sufficiently clear to avoid misleading Clients.

4.4 Marketplace Presentation

Ch4pter may determine how profiles, search results, reviews, availability, pricing information, badges, status indicators, portfolios, and other Marketplace information are displayed.

Ch4pter does not guarantee equal placement or visibility among Photographers.

4.5 Rankings and Discovery

Search rankings and discovery results may consider legitimate factors including availability, relevance, location, specialty, responsiveness, Booking history, review information, profile completeness, Marketplace participation, Founding Photographer status, or other objective or algorithmic factors.

Ch4pter may modify ranking methodologies over time.

ARTICLE 5 — AVAILABILITY, SCHEDULING, AND BOOKING FORMATION

5.1 Accurate Availability

The Photographer is responsible for maintaining reasonably accurate availability through the Platform.

5.2 Booking Requests

A Booking Request does not necessarily constitute a completed or accepted Booking unless and until the conditions established by the applicable Platform flow have been satisfied.

5.3 Booking Formation

A Booking becomes binding at the point identified by the applicable Platform flow, which may include confirmation of availability, required payment authorization, payment of a Deposit, Photographer acceptance, automatic acceptance under disclosed rules, or another clearly identified event.

5.4 Review of Booking Details

The Photographer is responsible for reviewing the date, time, location, scope, price, Deliverables, Client instructions, Deposit, cancellation policy, and other material Booking terms before accepting or performing the Booking.

5.5 Conflicts and Double Booking

The Photographer must take reasonable measures to avoid accepting conflicting Bookings.

If a scheduling conflict occurs, the Photographer must promptly communicate through the Platform and take reasonable steps to mitigate resulting harm.

5.6 Consultations

Where supported by the Platform, Photographers and Clients may use consultation tools to clarify expectations, logistics, creative direction, accessibility needs, location considerations, and other relevant matters.

A consultation does not alter the binding terms of a Booking unless the modification is properly documented through the Platform or otherwise expressly recognized by Ch4pter.

ARTICLE 6 — DEPOSITS

6.1 Photographer Selection

The Photographer may select one of the following standard Deposit percentages for eligible Bookings:

ten percent (10%);
twenty-five percent (25%); or
fifty percent (50%).

Ch4pter may establish fifty percent (50%) as the default Deposit selection where the Photographer has not affirmatively selected another available option.

6.2 Disclosure

The applicable Deposit percentage and amount must be disclosed to the Client before payment and recorded as part of the Booking.

6.3 No Retroactive Increase

After a Booking is confirmed, the Photographer may not retroactively increase the Deposit applicable to that Booking.

6.4 Deposit and Cancellation Policy Are Distinct

The Deposit percentage determines the initial amount collected.

The applicable cancellation policy determines the circumstances under which amounts paid may be refunded, retained, credited, or transferred to a rescheduled Booking.

The mere designation of an amount as a “Deposit” does not independently determine whether that amount is refundable.

ARTICLE 7 — CANCELLATION AND RESCHEDULING POLICIES

7.1 Standardized Policies

For eligible Bookings, the Photographer may select from standardized cancellation policies made available by Ch4pter.

The available policies may include Flexible, Moderate, and Firm.

If the Photographer does not affirmatively select an available policy, the Moderate Policy applies by default.

7.2 Flexible Policy

Unless otherwise disclosed by Ch4pter:

cancellation at least seven (7) calendar days before the scheduled session is eligible for a full refund of amounts paid;
cancellation less than seven (7) calendar days before the scheduled session may result in forfeiture of the Deposit;
one rescheduling request may be permitted with at least forty-eight (48) hours' notice, subject to Photographer availability; and
a Client no-show may result in forfeiture of the Deposit.

7.3 Moderate Policy

Unless otherwise disclosed by Ch4pter:

cancellation at least fourteen (14) calendar days before the scheduled session is eligible for a full refund of amounts paid;
cancellation seven (7) through thirteen (13) calendar days before the scheduled session is eligible for a refund of fifty percent (50%) of the Deposit;
cancellation less than seven (7) calendar days before the scheduled session may result in forfeiture of the Deposit;
one rescheduling request may be permitted with at least seven (7) calendar days' notice, subject to Photographer availability; and
a Client no-show may result in forfeiture of the Deposit.

7.4 Firm Policy

Unless otherwise disclosed by Ch4pter:

cancellation at least thirty (30) calendar days before the scheduled session is eligible for a refund of the Deposit;
cancellation fourteen (14) through twenty-nine (29) calendar days before the scheduled session is eligible for a refund of fifty percent (50%) of the Deposit;
cancellation less than fourteen (14) calendar days before the scheduled session may result in forfeiture of the Deposit;
rescheduling is subject to Photographer availability and applicable disclosed restrictions; and
a Client no-show may result in forfeiture of the Deposit.

7.5 Policy Disclosure and Acceptance

The applicable cancellation policy must be displayed to the Client before the Client confirms and pays for the Booking.

The policy applicable at Booking confirmation governs that Booking and may not be retroactively made less favorable to the Client.

7.6 Mandatory Overrides

Regardless of the selected cancellation policy:

a Photographer's rejection or decline of a Booking Request results in a full refund of amounts paid for that Booking;
a Photographer cancellation generally results in a full refund;
a Photographer no-show results in a full refund and may result in enforcement action;
duplicate or erroneous payments will be corrected;
amounts may transfer to a mutually agreed rescheduled Booking;
severe weather, venue closure, emergencies, or other circumstances beyond reasonable control may be handled through rescheduling, refund, credit, or other reasonable resolution;
material Photographer nonperformance may result in a partial or full refund;
subjective dissatisfaction with artistic style alone generally does not create a refund right where the Photographer materially performed the agreed Services consistently with the represented portfolio, style, and Booking terms;
failure to pay a remaining balance may prevent release of full-resolution Deliverables; and
failure by a Photographer to provide materially promised Deliverables after full payment may result in a refund and enforcement action.

7.7 Platform Authority

Ch4pter may override or administer a cancellation policy where reasonably necessary to address fraud, serious misconduct, safety concerns, payment errors, material nonperformance, applicable law, or other extraordinary circumstances.

ARTICLE 8 — PRICING, PAYMENTS, COMMISSIONS, AND PAYOUTS

8.1 Photographer Pricing

Subject to applicable law and Platform requirements, the Photographer independently determines the price of the Photographer's Services.

8.2 Marketplace Commission

Ch4pter may deduct an applicable Marketplace Commission from the Booking Amount before remitting the Photographer's payout.

Except as otherwise expressly stated, the Marketplace Commission is intended to include ordinary payment-processing costs borne by Ch4pter in connection with the applicable Marketplace transaction.

8.3 Standard Marketplace Commission

Unless another rate expressly applies, the standard Marketplace Commission is fifteen percent (15%) of the applicable Booking Amount.

8.4 Founding Photographer Commission

Qualifying Founding Photographer Accounts are subject to a twelve percent (12%) Marketplace Commission as provided in Article 9.

8.5 No Additional Client Service Fee at Launch

Unless clearly disclosed otherwise before a Booking is confirmed, Ch4pter does not charge the Client a separate Ch4pter Marketplace service fee in addition to the Photographer's listed Booking price.

Nothing in this provision prevents Ch4pter from introducing future Client fees, provided such fees are clearly disclosed before the affected transaction.

8.6 Payment Processing

Payments may be processed through third-party payment processors selected by Ch4pter.

The Photographer may be required to establish and maintain an eligible connected payment account and comply with applicable payment-provider terms, verification requirements, and restrictions.

8.7 Payouts

Payout timing may depend on:

payment clearance;
Booking status;
completion of Services;
applicable refund or dispute periods;
payment-provider requirements;
identity or tax verification;
fraud or risk review; or
other legitimate operational requirements.

8.8 Refunds, Reversals, and Adjustments

The Photographer authorizes Ch4pter and its payment providers, to the extent permitted by applicable law and agreements, to issue or facilitate refunds, credits, reversals, deductions, or adjustments associated with:

Photographer cancellation;
Photographer nonperformance;
duplicate or erroneous payments;
fraud;
valid chargebacks;
failure to provide materially promised Services or Deliverables;
mutual agreement;
cancellation-policy administration; or
other legitimate circumstances recognized under applicable Platform rules.

8.9 Chargebacks

The Photographer must reasonably cooperate in responding to payment disputes and provide requested records or evidence within applicable deadlines.

Where a chargeback or payment loss results from the Photographer's conduct, nonperformance, misrepresentation, breach, or failure to provide reasonably requested evidence, Ch4pter may recover associated amounts from the Photographer to the extent permitted by law.

8.10 Taxes

The Photographer is solely responsible for determining and satisfying the Photographer's tax obligations arising from Marketplace earnings, except for taxes Ch4pter is legally required to collect, withhold, remit, or report.

Ch4pter may collect tax information and issue legally required tax documentation.

8.11 No Fee Circumvention

The Photographer may not use the Platform primarily to identify, solicit, or acquire a Client and then improperly redirect the resulting Booking outside the Platform for the purpose of avoiding applicable Marketplace Commissions, payment systems, transaction records, or Platform protections.

This restriction does not prohibit a Photographer from conducting lawful independent business with clients genuinely acquired independently of Ch4pter.

ARTICLE 9 — FOUNDING PHOTOGRAPHER PROGRAM

9.1 Limited Founding Status

Ch4pter may designate no more than one hundred (100) eligible Photographer Accounts as Founding Photographer Accounts.

Founding Photographer status exists only through express designation by Ch4pter.

9.2 Permanent Founding Commission Rate

For so long as the qualifying Founding Photographer Account remains continuously open and in good standing, qualifying Bookings made through that Account will be subject to a twelve percent (12%) Marketplace Commission.

Ch4pter will not increase that base Marketplace Commission solely because Ch4pter later adopts a higher standard Marketplace Commission for other Photographers.

9.3 Complimentary Highest Standard Tier

For so long as the qualifying Founding Photographer Account remains continuously open and in good standing, the Account will receive, without a recurring subscription charge, access to Ch4pter's highest generally available self-service Photographer subscription tier offered through standard public enrollment to individual Photographers or photography businesses.

9.4 Automatic Upgrades

If Ch4pter later introduces a new generally available self-service Photographer subscription tier exceeding the functionality or benefits of the then-highest qualifying standard tier, eligible Founding Photographer Accounts will automatically receive access to that new highest qualifying standard tier without a recurring subscription charge.

9.5 Meaning of Highest Standard Tier

The highest generally available standard self-service Photographer subscription tier does not include:

enterprise plans;
custom-negotiated agreements;
white-label products;
custom API arrangements;
separately priced advertising;
paid promotional placement;
physical products;
printing services;
third-party products or services;
separately purchased storage or usage capacity exceeding standard included allowances;
bespoke professional services; or
products or services not ordinarily included within Ch4pter's publicly available standard Photographer subscription tiers.

9.6 Nontransferability

Founding Photographer status is nontransferable and may not be sold, assigned, gifted, duplicated, inherited, or transferred to another person, Account, or business without Ch4pter's express written approval.

9.7 Inactivity

Temporary inactivity does not, by itself, terminate Founding Photographer status, provided the qualifying Account remains open and in good standing.

9.8 Account Closure

Voluntary closure of the qualifying Account terminates Founding Photographer status.

Reopening an Account or creating a replacement Account does not automatically restore Founding Photographer status.

9.9 Termination for Cause

Founding Photographer status may terminate in connection with the legitimate permanent termination of an Account for:

fraud;
serious misconduct;
material or repeated violations of Ch4pter agreements or policies;
threats to user safety;
unlawful conduct; or
other grounds sufficient to justify permanent Marketplace removal under this Photographer Agreement or the Terms of Service.

9.10 Protection of the Founding Promise

Ch4pter will not revoke Founding Photographer status solely because:

the Photographer becomes highly active;
the Photographer generates substantial Booking volume or revenue;
the Photographer extensively uses included features;
Ch4pter later introduces higher standard pricing; or
maintaining the Founding Photographer Program becomes less economically advantageous to Ch4pter.

9.11 Existing Bookings

Commission rates and Founding Photographer benefits applicable to an already-confirmed Booking will not be changed retroactively.

ARTICLE 10 — PERFORMANCE OF SERVICES

10.1 Independent Responsibility

The Photographer is independently responsible for performing all accepted Bookings professionally, safely, lawfully, and materially in accordance with the applicable Booking terms.

10.2 Professional Conduct

The Photographer must:

appear at the agreed time and location, subject to reasonable exceptions;
provide the materially promised Services;
communicate material delays or problems promptly;
treat Clients and others with reasonable professionalism;
avoid harassment, unlawful discrimination, threats, intimidation, fraud, or dangerous conduct; and
comply with applicable law.

10.3 Equipment and Resources

The Photographer is responsible for obtaining and maintaining the equipment, transportation, software, personnel, insurance, permits, licenses, and other resources reasonably necessary to perform the Photographer's Services.

10.4 Equipment Failure

The Photographer bears responsibility for reasonably foreseeable equipment needs and should maintain backup practices appropriate to the nature of the Services offered.

Equipment failure does not automatically excuse nonperformance.

10.5 Creative Discretion

Unless expressly agreed otherwise, creative decisions remain within the Photographer's professional judgment.

A Client's subjective dissatisfaction with artistic style does not by itself establish Photographer breach where the Photographer materially performed the agreed Services consistently with the Photographer's represented style and applicable Booking terms.

10.6 Material Nonperformance

Material nonperformance may include:

failure to appear without legitimate justification;
abandonment of a Booking;
substantial failure to provide agreed Services;
intentional misrepresentation;
unauthorized material substitution;
refusal to deliver promised Deliverables without lawful justification; or
another substantial departure from material Booking obligations.

10.7 Emergencies and Circumstances Beyond Reasonable Control

Ch4pter may consider illness, emergencies, severe weather, disasters, transportation disruptions, governmental actions, venue closures, or other circumstances beyond reasonable control when administering Marketplace policies.

Such consideration does not guarantee any particular outcome or eliminate rights established by applicable law.

ARTICLE 11 — ASSISTANTS, SECOND SHOOTERS, AND SUBCONTRACTORS

11.1 Permitted Assistance

A Photographer may use assistants, second shooters, editors, or subcontractors where lawful and consistent with applicable Booking terms.

11.2 Photographer Responsibility

The Photographer remains responsible for persons engaged by the Photographer in connection with a Booking, including their conduct, qualifications, compensation, legal compliance, confidentiality, and handling of Client information.

11.3 Material Substitution

The Photographer may not substitute another primary Photographer where the Photographer's identity was material to the Client's decision without reasonable notice and, where appropriate, Client consent.

11.4 No Relationship With Ch4pter

No assistant, second shooter, employee, editor, contractor, or subcontractor engaged by a Photographer becomes an employee, contractor, agent, or representative of Ch4pter by virtue of that engagement.

ARTICLE 12 — CLIENT COMMUNICATIONS AND PLATFORM MESSAGING

12.1 Good-Faith Communication

Photographers must communicate honestly and in good faith regarding Bookings.

12.2 Platform Records

Communications conducted through Platform messaging may form part of the record relevant to Booking administration, disputes, Trust and Safety review, or enforcement.

12.3 No Abuse

The Photographer may not use Platform communications to harass, threaten, defraud, spam, unlawfully discriminate against, or otherwise abuse Clients or other users.

12.4 Access and Review

Ch4pter may access, preserve, or review Platform communications where reasonably necessary to:

operate the Platform;
investigate complaints;
administer Bookings;
enforce agreements;
prevent fraud or abuse;
comply with law;
protect users; or
address security incidents,

subject to the Privacy Policy and applicable law.

12.5 External Communications

Ch4pter does not control communications occurring outside the Platform and may have limited ability to verify or resolve disputes based on external communications.

ARTICLE 13 — DELIVERABLES, GALLERIES, AND DELIVERY

13.1 Delivery Obligations

The Photographer must provide Deliverables materially consistent with the Booking terms, including any expressly agreed quantity, format, scope, or delivery timeframe.

13.2 Delivery Estimates

Where a delivery date is represented as an estimate rather than a guaranteed deadline, reasonable variation may occur.

Photographers must not knowingly provide deceptive or unrealistic delivery expectations.

13.3 Gallery System

The Platform may provide Gallery tools for previewing, reviewing, approving, storing, purchasing, or downloading Deliverables.

13.4 Watermarked Previews

Ch4pter may enable watermarked, reduced-resolution, restricted, or otherwise protected previews before final payment or release.

13.5 Full-Resolution Release

The Platform may condition access to full-resolution or unrestricted Deliverables on payment status or satisfaction of other disclosed Booking requirements.

13.6 File Responsibility and Backups

The Photographer is responsible for uploading correct files and maintaining reasonable backup practices.

Unless Ch4pter expressly offers a service identified as archival storage, the Photographer should not treat Ch4pter as the sole archival backup for original creative files.

13.7 Delivery Verification

Ch4pter may use objective indicators to identify potential under-delivery, anomalies, or other issues, including:

promised image count;
actual uploaded file count;
file characteristics;
Gallery status;
delivery dates;
upload records; or
other relevant system data.

Automated indicators do not necessarily establish wrongdoing and may be subject to further review.

13.8 Platform Storage

Storage limits, retention periods, archival policies, and Gallery availability may vary by account type, subscription tier, or Platform policy.

ARTICLE 14 — INTELLECTUAL PROPERTY AND CONTENT

14.1 Photographer Ownership

As between Ch4pter and the Photographer, the Photographer retains ownership of original creative works owned by the Photographer, subject to applicable law, third-party rights, agreements with Clients, and licenses granted under this Photographer Agreement.

14.2 Client Rights

Nothing in this Photographer Agreement independently determines the full scope of intellectual-property or usage rights granted by a Photographer to a Client except where expressly established through applicable Booking terms, Platform policies, or separate agreements.

The Photographer is responsible for clearly communicating material usage restrictions applicable to Deliverables.

14.3 License to Ch4pter

The Photographer grants Ch4pter a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, process, transmit, display, format, adapt for technical purposes, and otherwise use Photographer Content as reasonably necessary to:

operate and secure the Platform;
display Photographer profiles and portfolios;
facilitate Bookings;
deliver Galleries and Content;
provide technical functionality;
investigate disputes or abuse;
comply with legal obligations; and
improve Platform functionality.

This license does not transfer ownership of the Photographer's copyright to Ch4pter.

14.4 Promotional Use

Ch4pter will not use private Client Galleries as general advertising material solely because files were uploaded to the Platform.

Broader promotional use of Photographer Content must be supported by an applicable license, permission, separate program, or other lawful basis.

14.5 Rights and Permissions

The Photographer represents and warrants that the Photographer possesses all rights reasonably necessary to upload, display, transmit, deliver, or otherwise use Photographer Content through the Platform.

14.6 Infringement

Photographers may not upload Content that unlawfully infringes copyrights, trademarks, privacy rights, publicity rights, or other third-party rights.

14.7 Ch4pter Intellectual Property

The Platform, software, source code, interfaces, workflows, databases, trademarks, branding, designs, proprietary systems, documentation, and other Ch4pter-owned materials remain the exclusive property of Ch4pter or its licensors.

No participation in the Marketplace grants a Photographer ownership of Ch4pter intellectual property.

ARTICLE 15 — CLIENT PRIVACY AND DATA RESPONSIBILITIES

15.1 Limited Use of Client Information

A Photographer may use Client personal information obtained through the Platform only for legitimate purposes related to:

responding to inquiries;
administering Bookings;
performing Services;
delivering Deliverables;
maintaining necessary business records; or
another lawful purpose consistent with Client expectations and applicable law.

15.2 Prohibited Data Use

The Photographer may not sell, unlawfully disclose, misuse, scrape, exploit, or use Client information for unrelated purposes without a lawful basis.

15.3 Data Security

The Photographer must take reasonable measures to protect Client information and Deliverables within the Photographer's possession or control.

15.4 Sensitive Situations

Photographers must exercise particular care with Content involving minors, private events, homes, schools, medical environments, confidential business locations, or other sensitive circumstances.

15.5 Independent Legal Obligations

To the extent a Photographer independently collects, stores, or processes Client personal information outside the Platform, the Photographer is independently responsible for applicable privacy and data-protection obligations.

ARTICLE 16 — REVIEWS, RATINGS, AND MARKETPLACE REPUTATION

16.1 Reviews

Clients may be permitted to submit ratings, reviews, or other feedback concerning completed Bookings.

16.2 Honest Feedback

Ch4pter may prohibit fabricated, manipulated, retaliatory, coercive, fraudulent, or otherwise abusive reviews.

16.3 No Guaranteed Removal

A Photographer's disagreement with a negative review does not by itself require Ch4pter to remove the review.

16.4 Review Moderation

Ch4pter may remove, restrict, annotate, investigate, or decline to publish reviews that violate applicable Platform policies or law.

16.5 No Review Manipulation

Photographers may not:

purchase fake reviews;
review themselves;
create sham Bookings for review purposes;
threaten Clients over reviews;
condition promised Deliverables on favorable feedback; or
materially manipulate Marketplace reputation systems.

ARTICLE 17 — TRUST, SAFETY, AND PROHIBITED CONDUCT

17.1 Safety Obligations

Photographers must conduct themselves in a manner reasonably consistent with the safety and legitimate expectations of Clients and other persons.

17.2 Prohibited Conduct

A Photographer may not use the Platform or perform a Booking in connection with:

fraud or intentional deception;
violence or credible threats;
harassment or stalking;
unlawful discrimination;
sexual misconduct;
exploitation of minors;
theft;
unauthorized surveillance;
illegal activity;
intentional property damage;
dangerous conduct;
impersonation; or
other serious misconduct.

17.3 Emergency Situations

Ch4pter is not an emergency service.

Users facing immediate danger should contact appropriate emergency authorities.

17.4 Investigations

Ch4pter may investigate credible reports of misconduct and request reasonably relevant information from involved parties.

17.5 Protective Measures

Where reasonably necessary to protect users, the Platform, or third parties, Ch4pter may temporarily restrict Accounts, suspend functionality, delay payouts where legally permissible, preserve records, or take other proportionate protective action pending review.

ARTICLE 18 — INSURANCE, LICENSES, PERMITS, AND LEGAL COMPLIANCE

18.1 Compliance With Law

The Photographer is responsible for identifying and complying with laws applicable to the Photographer's Services and business.

18.2 Licenses and Permits

The Photographer is responsible for obtaining licenses, permits, permissions, location approvals, business registrations, or other authorizations required for the Photographer's activities.

18.3 Insurance

Ch4pter may recommend or require certain categories of insurance for particular Services, jurisdictions, programs, or Marketplace features.

Unless expressly stated otherwise, Ch4pter does not provide insurance coverage for Photographers.

18.4 Location Rules

The Photographer is responsible for complying with applicable venue rules, property restrictions, park permits, drone requirements, and other location-specific requirements.

18.5 Drones and Regulated Equipment

Photographers using drones or other regulated equipment are solely responsible for licensing, certification, registration, operating restrictions, safety rules, and other applicable legal requirements.

ARTICLE 19 — DISPUTES BETWEEN PHOTOGRAPHERS AND CLIENTS

19.1 Primary Responsibility

Because the Photographer is the independent provider of Services, disputes concerning artistic judgment, performance, Deliverables, conduct, or other aspects of the Services are primarily disputes between the Photographer and Client.

19.2 Platform Assistance

Ch4pter may provide tools, records, communications, administrative review, payment assistance, or other mechanisms intended to facilitate resolution.

19.3 Marketplace Administration Is Not Legal Adjudication

Ch4pter's internal review of a Marketplace dispute does not constitute a court judgment, arbitration award, legal determination of liability, or professional legal opinion.

19.4 Objective Evidence

Ch4pter may consider:

Booking records;
payment status;
communications;
timestamps;
availability records;
Gallery activity;
upload records;
delivery data;
reviews; and
other reasonably relevant evidence.

19.5 Good-Faith Administration

Ch4pter may make reasonable Marketplace administration decisions in good faith based on available evidence, Platform policies, user protection, payment integrity, and applicable law.

ARTICLE 20 — ENFORCEMENT, SUSPENSION, AND TERMINATION

20.1 Enforcement Authority

Ch4pter may investigate suspected violations of this Photographer Agreement, the Terms of Service, applicable policies, or law.

20.2 Available Measures

Depending on the nature, severity, frequency, and evidence of conduct, Ch4pter may:

issue warnings;
request corrective action;
remove Content;
restrict features;
adjust Marketplace visibility;
cancel or limit Bookings where justified;
temporarily suspend an Account;
permanently terminate Marketplace access;
delay or restrict payouts where legally permitted;
preserve evidence; or
take other reasonable action.

20.3 Proportionality

Where reasonably practicable, enforcement should be proportionate to the seriousness, recurrence, intent, risk, and consequences of the violation.

20.4 Immediate Action

Ch4pter may act immediately where reasonably necessary to address fraud, credible safety risks, serious misconduct, legal requirements, security threats, payment risk, or significant harm to the Platform or others.

20.5 Termination by Photographer

A Photographer may stop participating and close the Account subject to unresolved Bookings, payment obligations, disputes, legal holds, retention requirements, and surviving obligations.

20.6 Survival

Provisions that by their nature should survive termination—including payment obligations, intellectual-property provisions, data obligations, disclaimers, limitations of liability, indemnification, dispute provisions, and accrued rights—survive termination.

ARTICLE 21 — REPRESENTATIONS AND WARRANTIES

The Photographer represents and warrants that:

the Photographer has authority to enter into this Photographer Agreement;
information supplied to Ch4pter is materially accurate;
the Photographer will comply with applicable laws;
the Photographer possesses necessary rights to Photographer Content;
the Photographer will not materially misrepresent Services, qualifications, identity, pricing, availability, or Deliverables;
the Photographer is independently responsible for performing accepted Services; and
participation in the Marketplace does not violate another binding obligation applicable to the Photographer.

ARTICLE 22 — DISCLAIMERS

22.1 Platform Provided As Available

To the fullest extent permitted by law, the Platform is provided on an “as is” and “as available” basis.

22.2 No Guarantee of Continuous Availability

Ch4pter does not guarantee that the Platform will always be uninterrupted, error-free, secure, or available.

22.3 No Guarantee Regarding Clients

Ch4pter does not guarantee the identity, conduct, reliability, solvency, intentions, suitability, or truthfulness of any Client except to the extent expressly stated by Ch4pter.

22.4 No Earnings Guarantee

Ch4pter makes no guarantee regarding earnings, Booking volume, Marketplace demand, ranking, visibility, or business success.

22.5 Third-Party Services

The Platform may rely on third-party providers for payment processing, hosting, storage, communications, mapping, analytics, email, identity verification, or other functions.

Ch4pter is not responsible for third-party services beyond the extent required by applicable law.

ARTICLE 23 — LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, Ch4pter and its affiliates, officers, directors, employees, agents, licensors, and service providers will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of data, arising from or related to participation in the Marketplace.

To the fullest extent permitted by law, Ch4pter's aggregate liability arising from or relating to this Photographer Agreement or the Photographer's Marketplace participation will not exceed the greater of:

the total Marketplace Commissions and other Fees paid by the Photographer to Ch4pter during the twelve (12) months immediately preceding the event giving rise to the claim; or
one hundred U.S. dollars ($100).

Nothing in this Article excludes or limits liability that cannot lawfully be excluded or limited.

ARTICLE 24 — INDEMNIFICATION

To the fullest extent permitted by law, the Photographer agrees to defend, indemnify, and hold harmless Ch4pter and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against third-party claims, damages, liabilities, judgments, losses, costs, and reasonable legal fees arising from or relating to:

the Photographer's Services;
the Photographer's acts or omissions;
Photographer Content;
breach of this Photographer Agreement;
violation of applicable law;
infringement of third-party rights;
conduct of assistants, employees, second shooters, editors, or subcontractors engaged by the Photographer; or
a dispute between the Photographer and a Client,

except to the extent caused by Ch4pter's own legally actionable conduct.

ARTICLE 25 — DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW

PLEASE READ THIS ARTICLE CAREFULLY. IT AFFECTS LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL AND THE ABILITY TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS.

25.1 Informal Dispute Resolution

Before commencing arbitration or litigation against the other, the Photographer and Ch4pter agree to provide written notice describing the dispute and make a good-faith effort to resolve it informally for at least sixty (60) days.

The notice must include sufficient information to identify the claimant, the relevant Account, the nature and factual basis of the dispute, and the relief requested.

This requirement does not prevent a party from seeking immediate relief where necessary to prevent imminent harm, protect intellectual property, preserve legal rights subject to an expiring limitations period, or address another circumstance in which delay would cause material prejudice.

25.2 Agreement to Individual Arbitration

Except for disputes expressly excluded below, any dispute, claim, or controversy arising out of or relating to this Photographer Agreement, the Terms of Service, the Platform, the Marketplace, the Photographer's participation, or the relationship between the Photographer and Ch4pter will be resolved by binding individual arbitration.

25.3 Arbitration Administrator and Rules

Arbitration will be administered by the American Arbitration Association (“AAA”) under the rules applicable to the nature of the dispute.

Where applicable law requires application of consumer arbitration standards, applicable consumer rules will govern. Otherwise, commercial arbitration rules may apply.

The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement to the fullest extent applicable.

25.4 Individual Proceedings Only

To the fullest extent permitted by law, disputes must be brought solely in an individual capacity and not as a plaintiff, claimant, or class member in a purported class, collective, consolidated, coordinated, mass, or representative action, except as expressly provided in applicable mass-arbitration procedures or required by law.

25.5 Class-Action Waiver

To the fullest extent permitted by law, the Photographer and Ch4pter each waive the right to participate in a class action, class arbitration, private-attorney-general action, or other representative proceeding against the other.

25.6 Jury-Trial Waiver

To the fullest extent permitted by law, the Photographer and Ch4pter each waive the right to a trial by jury for disputes covered by this Article.

25.7 Exceptions

The following may be brought in court where otherwise permitted:

qualifying individual claims in small-claims court;
actions seeking emergency injunctive relief to prevent imminent harm;
claims concerning infringement, misappropriation, or unauthorized use of intellectual property;
claims that applicable law prohibits from mandatory arbitration; or
actions to enforce an arbitration award.

25.8 Thirty-Day Arbitration Opt-Out

A Photographer may opt out of the arbitration provisions of this Article by providing written notice to Ch4pter within thirty (30) days after first accepting this Photographer Agreement.

The notice must clearly state the Photographer's name, applicable Account information, email address associated with the Account, and an unequivocal statement that the Photographer opts out of arbitration.

Opting out of arbitration does not affect the Photographer's ability to use the Platform or participate in the Marketplace.

25.9 Mass and Coordinated Arbitration

Where twenty-five (25) or more substantially similar arbitration demands are filed against Ch4pter and are coordinated by the same or substantially coordinated counsel or organizations, applicable AAA mass-arbitration procedures may govern.

The parties agree to cooperate in good faith with applicable administrative procedures designed to promote efficient, fair, and orderly resolution of such demands.

Nothing in this Section authorizes class arbitration.

25.10 Governing Law

Except as otherwise required by applicable law and except for matters governed by the Federal Arbitration Act, this Photographer Agreement and disputes arising from it are governed by the laws of the State of Michigan, without regard to conflict-of-laws principles.

25.11 Venue

For claims properly proceeding in court and not subject to arbitration, exclusive venue will lie in the state or federal courts having jurisdiction over Midland County, Michigan, except where applicable law requires otherwise.

25.12 Severability

If a portion of this Article is found invalid or unenforceable, that portion will be severed or limited to the minimum extent necessary, and the remainder will remain effective, except where severance would fundamentally alter the parties' agreement to individual rather than class or representative dispute resolution.

ARTICLE 26 — CHANGES TO THIS AGREEMENT

26.1 Updates

Ch4pter may modify this Photographer Agreement from time to time to reflect changes in:

law;
Platform functionality;
Marketplace operations;
risk management;
payment systems;
business practices; or
other legitimate operational requirements.

26.2 Notice

Where required by law or reasonably appropriate based on the materiality of a change, Ch4pter will provide notice through the Platform, by email, or through another reasonable method.

26.3 Continued Participation

Continued participation after an updated Photographer Agreement becomes effective constitutes acceptance to the extent permitted by applicable law.

If the Photographer does not agree to a material change, the Photographer must discontinue future participation, subject to existing Bookings and surviving obligations.

26.4 Protected Founding Benefits

Nothing in this Article permits Ch4pter to revoke the protected Founding Photographer benefits established in Article 9 solely through a general amendment to this Photographer Agreement.

ARTICLE 27 — GENERAL PROVISIONS

27.1 Entire Agreement

This Photographer Agreement, together with the Terms of Service, Privacy Policy, applicable Booking terms, and policies expressly incorporated by reference, constitutes the applicable agreement between Ch4pter and the Photographer concerning Marketplace participation.

27.2 Severability

Except as otherwise specifically provided, if any provision is held invalid or unenforceable, the remaining provisions remain effective to the fullest extent permitted by law.

27.3 No Waiver

Failure to enforce a provision does not constitute a waiver of that provision or any other right.

27.4 Assignment

The Photographer may not assign this Photographer Agreement without Ch4pter's prior written consent.

Ch4pter may assign this Photographer Agreement in connection with a merger, acquisition, reorganization, financing, corporate restructuring, sale of substantially all relevant assets, or by operation of law.

27.5 No Third-Party Beneficiaries

Except where expressly stated, this Photographer Agreement creates no third-party beneficiary rights.

27.6 Headings

Headings are for convenience only and do not limit the meaning of any provision.

27.7 Electronic Communications

The Photographer consents to receive electronic communications concerning the Account, Bookings, payments, security, legal notices, and Platform operations as permitted by law.

27.8 Survival

Any provisions that by their nature should survive expiration or termination will survive, including provisions concerning accrued payment obligations, intellectual property, data obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and enforcement of accrued rights.

ARTICLE 28 — ACKNOWLEDGMENT AND ACCEPTANCE

By creating or maintaining a Photographer Account, publishing a Photographer Profile, accepting or performing a Booking, receiving payment through the Platform, or otherwise participating in the Ch4pter Marketplace as a Photographer, the Photographer acknowledges that the Photographer:

has read and understood this Photographer Agreement;
agrees to be legally bound by it;
understands that Ch4pter operates a technology marketplace and is not the provider of the Photographer's Services;
participates as an independent business or service provider and not as an employee or agent of Ch4pter;
remains responsible for the Photographer's own Services, conduct, Deliverables, taxes, legal compliance, and business operations;
understands the applicable Deposit and cancellation-policy framework;
authorizes applicable Marketplace Commissions and payment administration;
agrees to the dispute-resolution provisions of this Photographer Agreement unless the Photographer timely exercises an applicable opt-out right; and
agrees to comply with the Ch4pter Terms of Service, Privacy Policy, applicable Booking terms, and incorporated Marketplace policies.

CH4PTER, LLC

Legal Contact: legal.ch4pterapp@gmail.com Business Address: 130 Townsend St, Midland, MI 48640