STANDARD TERMS AND CONDITIONS

Expression Food Inc dba Judy Doherty Photography

Version: October 2026

These Standard Terms and Conditions apply to every estimate, statement of work (“SOW”), and invoice issued by Expression Food Inc dba Judy Doherty Photography (“Photographer”) to its client (“Client”). Together with the estimate, SOW, or invoice, they form the agreement between the Parties (this “Agreement”). If an SOW conflicts with these terms, the SOW controls.

1. Performance Obligations. Photographer will perform the Assignments in a good, professional, and skillful manner. Unless otherwise agreed to by the Parties, Photographer shall be responsible for: (a) providing or subcontracting for all equipment, lighting, studio use or rental, and all resources necessary to complete each Assignment; (b) arranging for and providing its own transportation as required; and (c) insurance.

2. Releases. When Photographer casts or provides talent, including studio assistants used as hand models, Photographer will obtain model releases for that talent. When Client casts, books, or provides talent, Client is responsible for obtaining all model releases. Client is also responsible for the casting, look, wardrobe, and conduct of talent Client provides, and Photographer directs the shoot. Client is responsible for property and location releases for any location Client provides, and for permissions for any trademarks, trade dress, artwork, or third-party material Client supplies or requests. Photographer grants no rights and makes no warranties regarding any person, property, or material for which Client is responsible for releases.

3. Payment Terms. The Client will pay to Photographer: (a) the Fee(s); and (b) any and all additional expenses incurred in connection with the Assignment and creation of Assignment Content, including, but not limited to: (i) expenses set forth in the invoice and any additional applicable separate written communication(s); (ii) rush fees; and (iii) any further expenses approved by Client (collectively, the “Fee”). The Client shall pay the Fee regardless of whether the Client actually uses any of the Assignment Content. Estimates are good-faith estimates. The final invoice reflects actual shoot time, expenses, and any extras.

Fifty percent (50%) of the Fee is due before the shoot, and shoot dates are held only after this deposit is received. The balance, plus any pass-through expenses, is due at the end of the shoot and before any image files are delivered. Payment is accepted by credit card or ACH bank transfer to Expression Food Inc. In the event that any invoice remains unpaid for more than thirty (30) days, Photographer: (x) reserves the right to suspend its Services, withhold the Assignment Content, and/or revoke the license(s) granted in this Agreement; (y) will add a service fee of ten percent (10%) per month on any unpaid balance until payment in full is received, or the maximum rate permitted by applicable law, whichever is less; and/or (z) may demand immediate payment of the invoice.

4. Expenses. Groceries, food, and shoot supplies purchased by Photographer are passed through at actual cost, with itemized receipts provided on the final invoice. Actual cost includes all Instacart, Amazon, and other retailer fees, including delivery fees, service fees, and the default tip. Client supplies all product, packaging, and samples. Any prop, surface, material, or service not already in house is supplied or paid for by Client unless the estimate or SOW states otherwise. Sales tax is added where required by law.

Return Shipping. If Client wants props or product shipped back after the shoot, a $100.00 handling fee plus the actual cost of shipping will be added to the final invoice.

5. Creative Direction and Scope.

Time-Based Fee. Photographer’s Fee is based on an hourly or day rate, not on a number of images or assets. Photographer does not promise a set number of images, videos, or deliverables. Shoot time covers setup, styling, shooting for approval, iterations, and any changes Client requests. Photographer’s moodboarding, visual shot planning, and on-set approval process are designed to get the best results in the time booked.

Reference Images and Mockups. Mood boards, decks, AI-generated mockups, and reference images show style and intent only. Photographer photographs the actual product Client delivers, as it really looks under professional lighting and styling. Photographer does not guarantee results that match a mockup or reference. Photography captures real product and is not CGI or 3D rendering. A CGI or hyper-perfect look can extend the shoot time needed and adds retouching, which is billed at the retouching rate.

Photo-Ready Product. Client is responsible for supplying photo-ready products and packaging in enough quantity for styling, lifestyle and beauty shots. Photo-ready means hand-selected units with clean, well-printed packaging and no wrinkles, dents or damage. Empty, flat packaging from your printer or co-packer is ideal. Fixing product on set takes time away from shooting, which can reduce the number of final images and add retouching time. If retail stock is all that’s available, let us know before shipping and we’ll plan and quote the cleanup time.

Timing. Product should arrive at least 5 business days before the shoot. This gives us time to review everything and let you know if anything should be replaced before shoot day.

Prep Day. For large or cooking-heavy shot lists, a prep day before the shoot may be added at $200.00 per hour, discussed with Client in advance.

Products, Approvals, and Changes. The number of products and images completed depends on setup time, approval speed, and Client changes. Clear creative direction and fast approvals get Client the most from each shoot. Client will name one approver who attends in person or virtually and approves images on set, and on-set approval is final. When more than one person gives changes or approvals, it can extend the time needed to complete the assets. Changes or additions on set are welcome but use shoot time and may affect the outcome. Additional shooting after the shoot, whether for new ideas, anything missed, or changes after approval, is booked on another day at the shoot’s hourly rate (the shoot fee divided by the hours shot), billed in 30-minute increments, usage included. Models are booked again if needed.

Retouching. Your estimate includes up to 4 hours of retouching on your selected images, covering color correction and basic cleanup. If your images need more, we’re happy to continue at $100 per hour and will check with you before going past the included time.

Finish. Images are delivered with our standard Polished finish. A Flawless finish is available by request and requires flawless product or prototypes, plus advanced retouching quoted separately.

Comments. To make the most of your retouching time, please send feedback as one combined list per round.

6. Rescheduling. Shoot dates may be rescheduled by written notice, subject to Photographer’s availability. Client is responsible for all costs resulting from a reschedule, including any groceries, supplies, rentals, crew, or travel already purchased or booked.

7. Ownership. Photographer is and will remain the sole and exclusive owner of the copyright and all other rights in and to the Assignment Content. All rights not explicitly granted in this Agreement are reserved to Photographer. Notwithstanding the license(s) granted in this Agreement, and unless otherwise prohibited by the Client, Photographer retains the right to use the Assignment Content for personal and self-promotional use, including personal and representative websites, social media accounts, portfolios, books, and articles about Photographer’s works, exhibitions, presentations, and other non-commercial uses. Photographer’s crew may also use the Assignment Content in their portfolios and social media to promote their own work.

8. Credit. If the Assignment Content is used editorially, a credit shall be provided as follows: © Judy Doherty Photography (the “Credit”). It is understood that Assignment Content used for advertising purposes does not require credit.

9. Delivery and Storage. Photographer will deliver the files electronically through an online gallery download link or into the Client’s electronic storage system. Final files are delivered only after payment in full. Delivery includes a retouched selects folder, plus additional frames at Photographer’s discretion. Client should download all files promptly and keep its own backup copies, and Client is solely responsible for storing its images. Photographer may keep files in its online gallery or archive for a period of time but does not guarantee storage, availability, or re-delivery of any files. The Client will take all reasonable steps to safeguard against unauthorized third-party access to the Assignment Content.

10. Warranties. Photographer represents and warrants to Client that: (a) except as otherwise provided in this Agreement, Photographer owns or has acquired all right, title, and interest in the Assignment Content, including without limitation the necessary rights to grant Client the license(s) granted in this Agreement; (b) Photographer has full power and authority to enter into this Agreement; (c) the Assignment Content as delivered does not infringe upon any copyright of any third party; and (d) Photographer’s performance of this Agreement, including the license(s) granted in this Agreement, will not violate any other agreement to which it is a party or by which it is bound.

THE REPRESENTATIONS AND WARRANTIES MADE BY PHOTOGRAPHER IN THIS AGREEMENT APPLY ONLY TO THE ASSIGNMENT CONTENT AS DELIVERED BY PHOTOGRAPHER AND WILL BE INVALID IF THE ASSIGNMENT CONTENT IS USED BY THE CLIENT IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF THE CLIENT IS OTHERWISE IN BREACH OF THIS AGREEMENT.

PHOTOGRAPHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ASSIGNMENT CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PHOTOGRAPHER SHALL NOT BE LIABLE TO THE CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, LOST PROFITS, OR ANY OTHER DAMAGES, COSTS, OR LOSSES ARISING OUT OF THE CLIENT’S USE OF THE ASSIGNMENT CONTENT OR OTHERWISE, EVEN IF PHOTOGRAPHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

PHOTOGRAPHER’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CLIENT’S USE OF OR INABILITY TO USE THE ASSIGNMENT CONTENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE RETURN OF THE CREATIVE FEE.

11. Photographer Indemnity. Photographer agrees to indemnify, hold harmless and defend Client from all third party claims, liabilities, damages, costs, and expenses, including reasonable outside attorney’s fees, arising out of: (a) any alleged infringement or violation of any copyright with respect to the Assignment Content, so long as the Assignment Content is used in a way consistent with this Agreement; and (b) the breach of any Photographer representation or warranty set forth above.

12. Client Representations and Warranties. Client represents and warrants to Photographer that it: (a) has full power and authority to enter into this Agreement and to fulfill its obligations hereunder, including the obligation to obtain the releases, consents, or permissions for which Client is responsible under Section 2; and (b) shall not use the Assignment Content beyond the terms of this Agreement.

13. Client Indemnity. Client agrees to indemnify and hold Photographer harmless from any and all third party claims, liabilities, damages, costs, and expenses, including reasonable outside attorney’s fees, arising out of: (a) the use of Assignment Content in a way inconsistent with this Agreement; and (b) the breach of any Client representation or warranty set forth above.

14. Termination. Termination by Default. If either Party is in material breach of any obligations hereunder, which remains uncured for a period of thirty (30) days after receipt of written notice from the non-breaching Party of such breach, the non-breaching Party may terminate this Agreement.

Elective Termination. The Client may terminate this Agreement upon written notice to Photographer and delivery of an early termination fee, which shall be the greater of: (a) fifty percent (50%) of the Fee; or (b) all of the fees and expenses actually incurred in connection with the Assignment (the “Kill Fee”). Photographer may terminate this Agreement upon written notice to Client if Client becomes insolvent or suffers any act of insolvency.

Effect of Termination. Upon expiration or termination: (a) all licenses granted in this Agreement shall be immediately terminated, except that any license for Assignment Content for which the Fee has been paid in full shall survive; and (b) within thirty (30) days thereafter, the Client shall return and/or destroy all copies of any Assignment Content whose license has terminated, in any and all media in its possession or control. All payment obligations will survive termination of this Agreement for any reason.

15. Force Majeure. Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement (with the exception of the payment of money owed) from any cause beyond its control and without its fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers.

16. Relationship of the Parties. The relationship between Photographer and Client under this Agreement is that of an independent contractor relationship, and nothing herein contained shall be construed as creating a relationship of employer and employee, principal and agent, joint venture, or partnership between them. Neither Party shall act or make any representation that it is authorized to act as an employee, agent, or officer of the other Party, except as otherwise provided in this Agreement or a separate written communication. Photographer agrees to pay all applicable local, state, and federal taxes incurred by Photographer, including, but not limited to, income taxes and self-employment taxes on amounts paid to Photographer under this Agreement.

17. Entire Agreement. This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous oral and written understandings and agreements relating to the subject matter, except as expressly provided, and may not be altered, modified or waived in whole or in part, except in a writing signed by both Parties.

18. Binding Effect; Severability. This Agreement shall be binding upon the Parties and their successors and assigns. If any part of this Agreement is found invalid or unenforceable in any jurisdiction, that provision will not render invalid or unenforceable the other remaining provisions of this Agreement.

19. No Assignments. This Agreement is not assignable or transferable by Photographer. Any purported assignment in violation of this section is void.

20. Governing Law; Venue. The validity, construction, and performance of this Agreement shall be governed by the internal law of the State of California without regard to its choice of law rules. Subject to the arbitration provision below, any dispute arising under this Agreement shall be adjudicated exclusively in the state or federal courts located in the County of Riverside, State of California. If Photographer is caused to present claims or suit as a result of any breach of the above terms set forth, the Client shall be responsible for all reasonable legal fees or costs incurred.

21. Mandatory Arbitration. If a dispute arises between the Parties to this contract, it is hereby agreed that the dispute shall be referred to United States Arbitration & Mediation for arbitration under the United States Arbitration & Mediation Rules of Arbitration. The arbitrator’s decision shall be final and binding, and judgment may be entered thereon. In the event a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other Party is entitled to the costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.