Standard Terms & Conditions
Lasting Light, LLC, an Oregon limited liability company, doing business as Lasting Light Photography — Hood River, Oregon
1. Application of These Terms; the Agreement
These Standard Terms & Conditions (“Terms”) apply to all photography and related services provided by Lasting Light, LLC, an Oregon limited liability company doing business as Lasting Light Photography (“Photographer”), to the client identified in the applicable Proposal, estimate, or invoice (“Client”). These Terms, together with the accepted Proposal and any invoice issued under it, form the entire agreement between the parties (the “Agreement”). If these Terms conflict with a signed Proposal or statement of work, the Proposal or statement of work controls.
Client accepts these Terms by the earliest of: signing or otherwise approving a Proposal; paying any deposit or invoice; or using any Image. Unless accepted earlier, a Proposal expires sixty (60) days after its date.
2. Definitions
“Image(s)” means all photographs, video, aerial imagery, and other visual works created or furnished by Photographer under the Agreement, in any format or medium. “Assignment” means the photography services described in the Proposal. “Proposal” means Photographer’s written proposal, estimate, or statement of work describing the Assignment, fees, and licensing. Photographer’s relationship with Client is that of an independent contractor. The Images are Photographer’s creative interpretation of the Assignment rather than a literal re-creation of Client’s concepts or layouts.
3. Fees, Expenses, and Changes
Client is responsible for all fees, charges, and approved expenses stated in the Proposal. The fees and licensing in the Proposal apply only to the Assignment as originally described; changes, additions, or expanded scope requested by Client may require additional fees, which Photographer will confirm in writing before proceeding. Where Client’s representative authorizes additional images, services, or expenses during a shoot, that authorization is binding even if not confirmed in writing at the time.
Client is responsible for any sales, use, excise, or similar taxes that a taxing authority assesses on the services or licenses provided under the Agreement (Oregon currently imposes no general sales tax; work performed or delivered in other states may be taxable).
4. Payment
Unless the Proposal states otherwise, invoices are due Net 15 from the invoice date. For larger engagements, the Proposal may require fifty percent (50%) at commencement of pre-production and the balance on completion, Net 15. Amounts more than fifteen (15) days past due accrue a late charge of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by law, whichever is less.
No license or usage rights vest in Client until Photographer has received payment in full. Photographer may suspend the license granted in Section 6 for so long as any invoice remains materially past due after written notice. All fees and expenses are payable regardless of whether Client makes actual use of the Images.
A handling fee of thirty-five dollars ($35) will be applied to any dishonored check, as permitted by ORS 30.701, in addition to any other remedies available under that statute.
5. Copyright and Ownership
All Images, and all copyrights and other rights in them, are and remain the sole and exclusive property of Lasting Light, LLC. The Images are not “works made for hire.” If any Image is nonetheless determined to be a work made for hire or otherwise owned by Client, Client hereby assigns all right, title, and interest in that Image, including copyright, to Lasting Light, LLC, and will execute any documents reasonably requested to confirm that assignment.
Digital files may contain embedded copyright management information. Removing or altering that information is prohibited and may violate 17 U.S.C. § 1202.
6. License of Rights
Effective upon payment in full, and unless the Proposal states otherwise, Photographer grants Client a perpetual, non-exclusive, non-transferable, worldwide license to reproduce, display, and distribute the Images for Client’s own advertising, marketing, editorial, and internal business purposes, in any media now known or later developed, including print, web, and social media.
The license is personal to Client. Client may not sell, sublicense, or transfer the Images or any rights in them to any third party — including Client’s business partners, contractors, architects, builders, designers, vendors, or agencies for those parties’ own use — without Photographer’s prior written agreement and payment of a co-licensing fee. Client may furnish Images to printers, publications, and service providers solely to carry out Client’s own licensed uses. Third parties who wish to use the Images may purchase a license directly from Photographer.
No exclusivity is granted. Photographer retains the right to license the Images to others and to use the Images for Photographer’s portfolio, website, social media, self-promotion, and competition entries, except as restricted by a written confidentiality or embargo agreement.
Any use of an Image beyond the license granted, made without Photographer’s prior permission, will be invoiced at three (3) times Photographer’s customary fee for that use, which the parties agree is a reasonable estimate of the value of the unauthorized use and not a penalty; Photographer also reserves all remedies under the Copyright Act.
7. Alterations; Artificial Intelligence
Client may crop, resize, and make minor adjustments to contrast, brightness, and color balance consistent with ordinary reproduction needs. Client may not otherwise materially alter the Images — including compositing, adding or removing elements, or applying distorting effects — without Photographer’s prior written consent.
Client may not use the Images to train, fine-tune, or ground any machine-learning or generative-AI model, and may not use generative-AI tools to create derivative versions, extensions, or synthetic variations of the Images, except for incidental AI-assisted retouching within the scope of permitted adjustments above.
8. Photo Credit
For editorial and social-media uses, Client will provide credit in substantially the form “Photo: Lasting Light Photography” where crediting is customary or practical. Credit is not required for advertising or commercial display uses unless the Proposal states otherwise.
9. Client Approval During the Shoot
Client is responsible for having an authorized representative present at the Assignment, or reviewing images remotely during the Assignment, to approve composition, styling, and content. If no representative participates, Client accepts Photographer’s judgment as to the acceptability of the Images, and any resulting reshoot is chargeable under Section 12. Client is bound by approvals and changes made by its representatives.
10. Delivery, Digital Files, and Archiving
Photographer will deliver final Images in an industry-standard digital format and resolution suitable to the licensed uses, via online gallery or other electronic delivery. Client is responsible for verifying that delivered files (including any color profile) are suitable for Client’s intended reproduction; if they are not, Photographer’s sole obligation is to repair or replace the files. Photographer is not liable for reproduction quality on output systems outside Photographer’s control.
After delivery, Client is responsible for safekeeping and backup of its copies of the Images. Photographer endeavors to archive delivered Images as a courtesy but has no obligation to retain or re-deliver files after delivery.
11. Aerial (Drone) Services
Aerial photography is performed by an FAA Part 107 certificated remote pilot. Aerial operations are subject to FAA regulations, airspace authorization (including LAANC and FAA waivers and/or authorizations, where required), weather, and site conditions, and may be rescheduled or modified as safety or regulations require; such changes are treated as weather delays under Section 13, not cancellations by Photographer. Client is responsible for obtaining permission of property owners for takeoff and landing locations under Client’s control and for informing Photographer of any known site restrictions.
12. Reshoots
Client will be charged one hundred percent (100%) of fees and expenses for any reshoot requested by Client. For any reshoot required by causes beyond both parties’ control — including weather, acts of God, or the fault of a third party — Photographer will charge no additional creative fee, and Client will pay expenses only.
13. Cancellations, Postponements, and Weather
If Client cancels the Assignment, Client is responsible for all expenses incurred to the time of cancellation, plus fifty percent (50%) of Photographer’s fee; if cancellation occurs less than two (2) business days before the scheduled shoot, one hundred percent (100%) of Photographer’s fee.
If the Assignment cannot proceed because of weather, unsafe conditions, or other events beyond either party’s control, the parties will reschedule to a mutually agreeable date, targeting a date within thirty (30) days. The first such rescheduling is at no additional creative fee; Client remains responsible for expenses already incurred that cannot be recovered or transferred. Subsequent weather postponements of the same Assignment may incur a weather-delay fee stated in the Proposal.
Client-initiated postponements are treated as cancellations under this Section unless Photographer agrees in writing to a rescheduled date, in which case fees already paid apply to the rescheduled Assignment.
14. Overtime
If a shoot extends beyond eight (8) consecutive hours at Client’s request or due to Client-side delays, Photographer may charge for the excess time, and for the excess time of assistants and contracted crew, at one and one-half (1.5) times the applicable hourly rates.
15. Releases
No model or property release exists for any Image unless Photographer delivers a written release to Client. Client is responsible for determining whether its intended uses require releases beyond those delivered and for obtaining any additional permissions. Where the Assignment involves Client’s own personnel, products, or premises, Client represents that it has the necessary consents for the photography and licensed uses.
16. Client Materials; Assumption of Risk
Client bears the risk of loss of or damage to products, props, wardrobe, and other materials furnished by Client, and warrants that such materials are adequately insured. Client is responsible for the accuracy of information, layouts, and instructions it provides.
17. Indemnification
Client will indemnify, defend, and hold harmless Photographer and Photographer’s representatives from all claims, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising out of (a) Client’s use of any Image beyond the license granted or in a manner requiring a release that was not delivered by Photographer, or (b) Photographer’s reliance on representations, instructions, or materials provided or approved by Client.
18. Limitation of Liability
Photographer’s total liability for all claims arising out of or related to the Agreement will not exceed the total amounts paid by Client under the Agreement. Neither party is liable for indirect, incidental, or consequential damages, including lost profits. If Photographer is unable to perform the Assignment, or Images are lost or destroyed before delivery, due to illness, equipment failure, or other causes beyond Photographer’s reasonable control, Photographer will either re-shoot at no additional creative fee or refund amounts paid for the affected work, and that remedy is Client’s sole and exclusive remedy. Nothing in this Section limits Client’s payment obligations or liability for infringement of Photographer’s copyrights.
19. Insurance
Photographer maintains commercial general liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate, and will provide a certificate of insurance on request. Client is responsible for any venue- or site-specific insurance requirements exceeding those limits, which may be arranged at Client’s expense.
20. Force Majeure
Except for payment obligations and as otherwise addressed in Sections 12 and 13, neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, governmental action, epidemics, utility or communications failures, or civil disturbance, provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable.
21. Dispute Resolution; Governing Law
The Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws principles.
Before filing any action, the parties will first attempt in good faith to resolve any dispute by direct negotiation for thirty (30) days, and, if unresolved, by mediation before a mutually agreed mediator in Hood River County, Oregon, with the mediator’s fees shared equally. Either party may pursue a claim within the jurisdictional limit of small claims court without first mediating.
Any action not resolved by negotiation or mediation will be brought exclusively in the Circuit Court for Hood River County, Oregon, and each party consents to venue and personal jurisdiction there — except that claims arising under the Copyright Act may be brought in the United States District Court for the District of Oregon, to whose jurisdiction Client consents. Nothing in this Section prevents Photographer from proceeding before the Copyright Claims Board for eligible claims.
In any proceeding to enforce the Agreement, the prevailing party is entitled to recover its reasonable attorney fees, costs, and expenses, consistent with ORS 20.096.
22. General
Assignment. Client may not assign the Agreement or any license without Photographer’s prior written consent. The Agreement binds and benefits the parties and their permitted successors and assigns.
Amendment; Waiver. No amendment or waiver is effective unless in writing and signed (or electronically accepted) by both parties. A party’s failure to enforce a provision is not a waiver of it.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement remains in effect.
Purchase Orders. Terms printed on Client’s purchase order or vendor-onboarding forms that conflict with the Agreement are not binding on Photographer unless Photographer expressly accepts them in writing.
Notices. Notices must be in writing and are effective when delivered by email (with confirmation of transmission) to the addresses stated in the Proposal, or by mail to the parties’ business addresses.
Electronic Acceptance. The Agreement may be accepted and signed electronically, and electronic signatures are binding.
Lasting Light, LLC dba Lasting Light Photography · 4270 West Ridge Drive, Hood River, OR 97031 · (541) 716-4749
Last Revision Date: July 31, 2026
