Recurring & Subscription Agreement

Overview

This Recurring & Subscription Agreement ("Agreement") governs an ongoing, recurring relationship between Zamora Digital Studios ("COMPANY") and the CLIENT. It is an umbrella agreement: each individual shoot performed under it remains governed by the applicable per-service Terms and license. By enrolling in a recurring structure and authorizing recurring billing, the CLIENT agrees to these terms.

1. Parties & Eligibility

This Agreement is available to the COMPANY's clients including real-estate professionals, property owners, short-term-rental owners, cabin-management companies, and property/rental managers, consistent with the eligibility scope of the Terms of Service.

2. Recurring Structures

The CLIENT may enroll in one or more of the following structures as selectable schedules under this Agreement:

• STR Cabin Retainer — a committed volume of short-term-rental cabin shoots (per month or per year) with a reserved priority slot, priority turnaround, and refresh-on-demand.

• Agent / Broker Retainer — a committed volume of listing shoots (per month or per year) with a reserved priority slot, priority turnaround, and refresh-on-demand.

• Primary-Photographer (Per-Listing) — the CLIENT names the COMPANY its primary/preferred photographer (minimum ten (10) listings per year) in exchange for a per-shoot loyalty discount; no reserved slot.

• License-Renewal / Hosted-Deliverable Recurrence — recurring license extensions (per the rate card) and Matterport hosted-tour annual renewals (mechanics in the Hosted-Deliverable Addendum, Section 4).

The recurring discount under each structure is a volume/loyalty discount earned against a committed minimum — it is not an exclusivity arrangement, a "preferred-provider" lock, or a right-of-first-refusal engine. The CLIENT remains free to engage other providers for any work. As a limited backstop only, if the CLIENT receives a bona fide competing bid for work covered by an active retainer, the COMPANY may elect to match it; the CLIENT is under no obligation to route work to the COMPANY beyond the committed minimum it has chosen.

3. Committed Minimum

Each structure carries a qualifying commitment, and the discount is earned against that minimum (never a blanket cut):

• STR Cabin Retainer: a committed tier of 2, 3, 4, or 6 cabin shoots per month, or 6, 12, 24, or 36 cabin shoots per year.

• Agent / Broker Retainer: a committed tier of 4, 8, 12, or 20 listing shoots per month, or 30, 60, 100, or 160 listing shoots per year.

• Primary-Photographer (Per-Listing): a minimum of ten (10) listings per year, with the CLIENT naming the COMPANY its primary/preferred photographer.

If the CLIENT's committed volume decreases, the COMPANY re-tiers the discount going forward to the level the new committed volume supports. A reduction in committed volume does not claw back discounts already earned on work already delivered.

4. Earned Discount & Shortfall (True-Up)

Discount tiers (both retainers, applied to the applicable per-shoot base): 10%, 12%, or 15% by committed tier, with a fourth consolidator tier earning a deeper discount (16–18%, confirmed before that rate is offered). Annual prepay earns the top standard rate of 15% on both retainers, regardless of tier — the deeper consolidator rate is earned by committed volume only, not by prepayment. The Primary-Photographer (per-listing) basis earns 8% per delivered shoot.

A shortfall is any commitment period — a calendar month (per-month basis) or the committed year (per-year and per-listing bases) — in which the CLIENT delivers fewer shoots than the committed minimum for that period. For each shortfall period, the COMPANY may true up the earned discount on the work ACTUALLY DELIVERED in that period, priced at each delivered shoot's selected service-tier base rate. There is no grace period — the true-up applies to the first shortfall and every shortfall thereafter.

The true-up is compensatory, not a penalty. It recovers only the discount the COMPANY actually extended on work the CLIENT actually delivered; it never charges for shoots that were committed but not booked, never exceeds the COMPANY's actual loss, and is never a penalty multiple. This Section is drafted to satisfy Georgia's three-part liquidated-damages test (Southeastern Land Fund; O.C.G.A. § 13-6-7).

Primary-Photographer (per-listing) boundary: if the CLIENT delivers fewer than ten (10) listings in a year, or ceases using the COMPANY as its primary photographer, the COMPANY may reclaim the 8% discount on the shoots actually delivered at the preferred rate and discontinue the discount going forward. The COMPANY does not charge for listings not booked and imposes no termination fee.

5. Margin-Floor Guard

No discounted price drops below the COMPANY's per-offering cost floor. The earned discount applies uniformly across recurring deliverables (including STR refresh shoots), each of which still clears the floor under current pricing.

6. Recurring Billing

Recurring charges are billed through Square on the selected cadence (monthly or quarterly), or by prepay (which earns the prepay discount in Section 4). The COMPANY issues an invoice for each billing period and will state the cadence, amount, and billing schedule at enrollment. This replaces ad-hoc one-off invoicing for enrolled recurring services.

7. Term, Auto-Renewal & Cancellation

The initial term depends on the basis: a per-month retainer runs month to month and is cancellable on thirty (30) days' notice; a per-year retainer runs for the committed year, and annual-prepay enrollments are locked to that term; a Primary-Photographer (per-listing) arrangement runs for a term of no more than twelve (12) months and is terminable, with either party free to re-compete at the end of the term. The term auto-renews unless cancelled, and the COMPANY will send a clear pre-renewal reminder at least thirty (30) days before renewal with an easy cancellation path. Cancellation stops future delivery but does not retroactively unwind completed work.

8. Late / Failed Payment

A flat $50 late fee, plus 1.5% per month on the overdue balance, applies to amounts past due. If a recurring invoice is not paid when due, the COMPANY will send a reminder and may pause (not terminate) service at seven (7) days past due; service resumes upon payment of the past-due balance, the $50 late fee, and any accrued recurring charge.

9. Reserved Slot & Priority Turnaround (Committed Retainers)

Both committed retainers — the STR Cabin Retainer and the Agent/Broker Retainer, on the per-month and per-year bases — reserve COMPANY availability and priority turnaround for the committed volume. An unused reserved slot is use-it-or-lose-it: unused reserved slots expire at the end of the calendar month (per-month basis) or the committed year (per-year basis) in which they accrue and do not roll over to a later period. If the COMPANY cannot fulfill a reserved slot the CLIENT requested within that period, the CLIENT receives an account credit as a remedy. The Primary-Photographer (per-listing) basis carries no reserved slot and no priority turnaround — it is a per-shoot loyalty discount only.

10. License Treatment

Media delivered under this Agreement is licensed per the applicable service Terms and the COMPANY's rate card (Track B base includes perpetual rental-use). Licenses for already-delivered media survive cancellation of this Agreement; only future delivery stops. License renewals are handled as discounted extensions, not surcharges (consistent with the service Terms).

11. Grandfathering

Existing recurring accounts keep their current effective terms. This Agreement governs new accounts and new scope only. (Bruce Carter's existing arrangement is untouched.)

12. Hosted-Deliverable Cross-Reference

Matterport hosted-tour hosting term, the $129/yr renewal, grace, and reactivation mechanics are governed by the Hosted-Deliverable Addendum, incorporated by reference.

13. Artistic Rights & Creative Discretion

The CLIENT engages the COMPANY with knowledge of the COMPANY's portfolio and creative style, and acknowledges that the COMPANY's work is constantly evolving and that its services are of a unique and artistic nature. The work produced may differ from work the COMPANY has done in the past. In creating the work, the COMPANY exercises its own artistic judgment to produce work consistent with its creative vision, which may differ from the CLIENT's vision. The COMPANY will strive to align with the CLIENT's vision, but the final post-production, editing, styles, effects, and overall look of the work are left to the COMPANY's discretion.

Accordingly, the work is not subject to rejection on the basis of taste or aesthetic criteria.

14. Time of Day

Specifying the time of day for the shoot is the CLIENT's responsibility. If the CLIENT does not specify a time, the COMPANY will select the shoot time at its discretion. The work is not subject to rejection on the basis of the time of day at which it was captured.

15. Pre-Existing Property Conditions

Pre-existing conditions of the property — including, without limitation, clutter or misplaced objects, unpainted or stained materials, cracks, and stains — are conditions of the subject and are not defects in the work. Removal or correction of such conditions in post-production, if requested by the CLIENT, is an additional editing service quoted and approved in advance. Such charges vary by the scope of the request and are not a fixed fee.

16. Appliance & Equipment Coverings

The COMPANY is under no obligation to remove, uncover, open, or reposition any covering, protective wrap, cover, cap, or enclosure on appliances, fixtures, mechanical or electrical equipment, or recreational equipment — whether located indoors or outdoors — including, without limitation, appliance and electronics covers, grill and outdoor-kitchen covers, furniture covers, pool, spa, or hot-tub covers, equipment housings, and protective packaging. Preparing such items for capture is the CLIENT's responsibility as part of property readiness. The presence of any such covering is a condition of the property and is not a defect in the work, and the work is not subject to rejection on that basis.

If, at the CLIENT's request, the COMPANY removes, uncovers, opens, or repositions any such covering — or the appliance, equipment, or item it protects — the COMPANY does so solely as a courtesy and accommodation, and is not liable for any damage, loss, or malfunction to the covering, the item, or the property arising from or relating to that action. The CLIENT assumes the risk of any such removal or repositioning.

17. Incorrect Address & Travel Fee

The CLIENT is responsible for the accuracy of the property address supplied or approved for an appointment. If the CLIENT supplies or approves an incorrect address and the COMPANY travels to the address provided, the COMPANY may charge a travel fee for that trip — calculated at the COMPANY's then-current travel rate — regardless of whether a travel cost was otherwise applied to, enforced on, or waived for the appointment. This travel fee is earned upon the COMPANY's arrival at the address provided and remains due and payable even if the shoot does not proceed and even if the CLIENT declines, cancels, or reschedules the appointment as a result. It is separate from, and additional to, any cancellation or service fee that may apply under the Cancellation & Rescheduling terms.

Credit Card Surcharge

Payments made by credit card are subject to a credit-card surcharge as set out in the Credit Card Surcharge provision of the ZDS Terms of Service (§4.4). That provision governs the surcharge in full.

18. Boilerplate

The COMPANY retains copyright in all media (not a work-for-hire); rights granted are non-transferable. This Agreement is governed by the laws of the State of Georgia, consistent with the governing-law and venue provisions of the applicable service Terms. Electronic acceptance and authorization of recurring billing constitute a valid signature under the Georgia Uniform Electronic Transactions Act.

19. Prepay Refund

Prepaid amounts are refunded as a pro-rata credit (valid for twelve (12) months from issuance), not a cash refund: delivered work is first trued up to the appropriate rate, and the remainder becomes account credit.