McKinney Media LLC Master Terms of Service

Effective Date: January 1, 2026

These Master Terms of Service constitute a binding agreement between McKinney Media LLC, a Pennsylvania limited liability company with its principal place of business at 306 S New Street, Suite 110, Bethlehem, Pennsylvania 18015 (“McKinney Media,” the “Company,” “we,” “us,” or “our”), and the individual or entity that purchases, books, or uses our services (“Client,” “you,” or “your”).

These Terms apply to McKinney Media’s website, bookings, proposals, estimates, invoices, service agreements, online purchases, memberships, subscriptions, digital products, educational programs, and professional services.

By doing any of the following, you agree to these Terms:

* selecting a checkbox or button stating that you accept these Terms;

* electronically or physically signing a proposal, estimate, invoice, booking confirmation, or Service Agreement;

* booking an appointment or service;

* purchasing a product, membership, subscription, or program;

* paying a Retainer, invoice, installment, or other charge; or

* otherwise affirmatively accepting an agreement that incorporates these Terms.

If you do not agree to these Terms, do not book, purchase, enroll in, or use the applicable services.

These Terms are incorporated into each proposal, estimate, invoice, booking confirmation, statement of work, and Service Agreement issued by McKinney Media. If a signed, project-specific Service Agreement directly conflicts with these Terms, the project-specific Service Agreement controls only as to the conflicting provision. All remaining provisions of these Terms remain effective.

⸻

Article 1 — Definitions

For purposes of these Terms:

“Agreement” means these Master Terms of Service together with the applicable proposal, estimate, invoice, booking confirmation, statement of work, or Service Agreement.

“Client” means the individual or organization that books, purchases, or receives Services. When an individual accepts an Agreement for a business, nonprofit organization, government entity, or other organization, “Client” includes that organization.

“Company Personnel” means McKinney Media’s owners, employees, independent contractors, associate photographers, videographers, second shooters, assistants, editors, educators, consultants, drone pilots, designers, marketing professionals, and other individuals engaged to perform Services.

“Confidential Information” means nonpublic business, financial, technical, creative, personal, or operational information disclosed in connection with the Services. Confidential Information does not include information that:

* becomes publicly available without breach of this Agreement;

* was lawfully known by the receiving party before disclosure;

* is received lawfully from another source without a confidentiality obligation; or

* is independently developed without using the disclosing party’s Confidential Information.

“Content” means photographs, video, audio, graphics, designs, written materials, websites, course materials, marketing materials, and other creative or informational work produced or used by McKinney Media.

“Deliverables” means the finished and edited Content identified for delivery in the applicable Service Agreement.

“Raw Files” means unedited or minimally processed photographs, footage, audio, camera-native files, project files, source files, working files, and similar production materials.

“Retainer” means the nonrefundable payment required to reserve Company time, Personnel, equipment, and availability.

“Service Agreement” means a project-specific proposal, invoice, estimate, statement of work, booking confirmation, or other written agreement describing the scope, price, timeline, or licensing terms of an engagement.

“Services” means the photography, videography, drone, production, marketing, branding, website, consulting, coaching, education, event, wedding, design, and related services offered by McKinney Media.

“Site” means www.mckinneymedia.co and any related domain, subdomain, booking page, or online property operated by McKinney Media.

⸻

Article 2 — Eligibility and Authority

2.1 Age requirement

You must be at least eighteen years old to purchase Services or enter into an Agreement with McKinney Media.

A person under eighteen may participate in a session, class, program, or production only with permission from a parent or legal guardian. The parent or legal guardian accepting the Agreement assumes responsibility for the minor’s participation.

2.2 Authority to bind an organization

Anyone accepting an Agreement on behalf of a business, nonprofit organization, government entity, or other organization represents that they have authority to bind that organization.

2.3 Electronic acceptance

Electronic signatures, online bookings, checkbox acceptance, electronic payments, invoice acceptance, and other electronic methods of assent have the same effect as a handwritten signature to the fullest extent permitted by law.

McKinney Media may rely on an acceptance, booking, or payment submitted through an email address, telephone number, payment method, or account associated with the Client.

⸻

Article 3 — Services and Scope

McKinney Media may provide Services including:

* photography;

* videography;

* drone and aerial production;

* commercial content production;

* event coverage;

* wedding coverage;

* marketing and branding;

* graphic design;

* website design and development;

* consulting and coaching;

* educational courses and workshops;

* memberships and subscriptions;

* digital products; and

* related creative services.

The applicable Service Agreement identifies the specific scope, Deliverables, pricing, schedule, and license for each engagement.

Services, Deliverables, staffing, equipment, locations, coverage hours, final image counts, video durations, or other specifications are not included unless stated in writing.

Requests outside the agreed scope may require:

* additional fees;

* a written change order;

* a revised production schedule; or

* a new Service Agreement.

McKinney Media is not required to begin or complete out-of-scope work until the parties approve the change in writing.

⸻

Article 4 — Bookings and Retainers

4.1 Booking confirmation

A date, appointment, production, or service is not reserved until McKinney Media receives the required Retainer or payment in full.

Preliminary discussions, price quotes, tentative calendar holds, unsigned proposals, and verbal statements do not reserve a date.

Until payment is received, McKinney Media may accept another booking for the same date or time.

4.2 Default Retainer

Unless the applicable Service Agreement states otherwise:

* a fifty percent Retainer is required to reserve Services; and

* bookings made within seven calendar days of the scheduled Service date require payment in full.

4.3 Retainer earned upon receipt

The Retainer is earned upon receipt in consideration for McKinney Media:

* reserving availability;

* declining or limiting conflicting opportunities;

* allocating Company Personnel and equipment;

* performing administrative and scheduling work;

* preparing contracts and project records; and

* beginning any applicable planning or preproduction.

The Retainer is nonrefundable except where these Terms expressly provide otherwise or where a refund is required by law.

4.4 Application to project price

The Retainer is credited toward the total project price and is not an additional charge.

Payment of a Retainer does not eliminate the Client’s obligation to pay any remaining balance, cancellation charge, approved change order, travel charge, overtime charge, or other amount due.

⸻

Article 5 — Payment Terms

5.1 Due dates

Payments are due on the dates stated in the applicable Service Agreement or invoice.

If no due date is stated, the remaining balance is due on the earlier of:

* seven calendar days before the scheduled Service date; or

* the date McKinney Media is prepared to release the Deliverables.

McKinney Media is not required to attend, perform, continue, or deliver Services while an invoice is overdue.

5.2 Nonpayment

If an amount is not paid when due, McKinney Media may:

* suspend or stop work;

* postpone or decline to attend a scheduled Service;

* withhold Deliverables;

* disable access to galleries, courses, downloads, memberships, or websites;

* treat the engagement as cancelled by the Client;

* terminate the engagement;

* revoke any unpaid license; and

* pursue lawful collection remedies.

A suspension caused by nonpayment does not extend the Client’s payment deadlines or entitle the Client to a refund.

5.3 Late-payment charge

An overdue balance may accrue a late-payment charge equal to one and one-half percent per month or the maximum charge permitted by applicable law, whichever is lower.

5.4 Returned or reversed payments

If a check, ACH payment, electronic transfer, or other payment is returned, reversed, or dishonored, the Client remains responsible for the amount due and any lawful returned-payment charge.

McKinney Media may require future payments to be made using a certified payment method.

5.5 Payment plans

If McKinney Media approves a payment plan, each installment must be paid on time.

A missed installment is a material breach. McKinney Media may:

* suspend Services;

* cancel the payment plan;

* declare the remaining balance immediately due; and

* exercise any other remedy available under the Agreement.

5.6 Chargebacks and payment disputes

A Client may not initiate a chargeback or payment reversal for Services properly performed or Deliverables properly supplied under the Agreement.

Before initiating a payment dispute, the Client must provide McKinney Media written notice explaining the issue and a reasonable opportunity to respond.

A chargeback does not cancel the Client’s contractual payment obligation. McKinney Media may submit the Agreement, invoices, communications, booking records, proof of performance, and delivery records in response to a payment dispute.

McKinney Media may recover amounts wrongfully reversed, together with lawful fees and collection costs.

5.7 Taxes

The Client is responsible for sales, use, excise, or similar taxes applicable to the transaction, except taxes imposed on McKinney Media’s net income.

If McKinney Media is legally required to collect a tax, the tax may be added to the invoice.

5.8 Ownership and licenses pending payment

No final license is granted until McKinney Media receives payment in full for the applicable engagement.

Until payment is complete:

* Deliverables remain the exclusive property of McKinney Media;

* the Client may not publish, reproduce, distribute, advertise with, sell, or commercially exploit the Deliverables; and

* McKinney Media may withhold final, high-resolution, downloadable, or watermark-free files.

⸻

Article 6 — Cancellations, Postponements, and Rescheduling

A confirmed booking reserves McKinney Media’s calendar, Personnel, equipment, and production capacity. The following policies apply unless a Service Agreement expressly states otherwise.

6.1 Portraits, headshots, coaching sessions, and individual classes

The Client may reschedule one time without an additional rescheduling charge by providing at least forty-eight hours’ written notice.

The Retainer may be transferred once to a new date that:

* occurs within six months of the original date; and

* is available on McKinney Media’s calendar.

Additional rescheduling requests may require a new Retainer.

If the Client cancels:

* the Retainer is retained;

* any payment exceeding the Retainer may be refunded when cancellation occurs more than forty-eight hours before the scheduled start time; and

* the full payment may be retained when cancellation occurs within forty-eight hours of the scheduled start time.

6.2 Late arrivals

A late arrival does not extend the scheduled Service period.

The Client receives only the time remaining in the original appointment.

A Client who arrives more than twenty minutes late may, at McKinney Media’s discretion:

* receive an abbreviated session;

* be required to reschedule and pay a new Retainer; or

* be treated as a same-day cancellation.

6.3 Commercial photography, videography, corporate events, and productions

For commercial photography, videography, corporate events, nonprofit events, government engagements, and productions:

More than thirty calendar days before the Service date

* McKinney Media retains the Retainer.

* Any unpaid balance is waived unless noncancelable costs have already been incurred.

Fifteen through thirty calendar days before the Service date

* McKinney Media retains the Retainer.

* Twenty-five percent of the unpaid contract balance becomes due.

* The Client remains responsible for noncancelable expenses and third-party commitments.

Fourteen calendar days or fewer before the Service date

* The full unpaid contract balance becomes due.

* The Client remains responsible for noncancelable expenses and third-party commitments.

These amounts reflect the difficulty of replacing a reserved production date, lost booking opportunities, scheduling and administrative work, and commitments made to Personnel and vendors. They are intended as a reasonable estimate of McKinney Media’s anticipated loss and not as a penalty.

6.4 Rescheduling commercial engagements

A request to change the date of a commercial engagement may be treated as a cancellation unless McKinney Media agrees in writing to transfer payments to a new date.

Any approved new date is subject to:

* McKinney Media’s availability;

* changes in Personnel, travel, venue, or equipment costs;

* a written amendment;

* payment of any applicable rescheduling charge; and

* completion of the rescheduled Services within twelve months of the original date.

6.5 Weddings

Wedding Retainers are nonrefundable.

If a wedding is postponed and McKinney Media is available for the new date, payments may be transferred once to the new date, provided that:

* the new date occurs within twelve months of the original date;

* the parties sign an amended Service Agreement;

* the Client pays any increase in rates, travel, staffing, lodging, or other costs; and

* the Client is not otherwise in breach.

If McKinney Media is unavailable for the proposed new date, the postponement is treated as a cancellation.

For wedding cancellations:

More than ninety calendar days before the wedding

* McKinney Media retains the Retainer.

* The remaining unpaid balance is waived, except for noncancelable expenses.

Thirty-one through ninety calendar days before the wedding

* McKinney Media retains the Retainer.

* Twenty-five percent of the unpaid contract balance becomes due.

* The Client remains responsible for noncancelable expenses.

Thirty calendar days or fewer before the wedding

* The entire unpaid contract balance becomes due.

* The Client remains responsible for noncancelable expenses.

6.6 Classes, workshops, and educational programs

Enrollment payments are nonrefundable after the earliest of:

* the Client accessing course materials;

* the Client attending a live session;

* the program beginning; or

* expiration of any written refund period included in the program description.

The Client may transfer enrollment to another eligible participant only with McKinney Media’s written approval.

Missed classes, sessions, or workshops do not create a right to a refund, credit, recording, private make-up session, or extension unless the applicable program expressly provides one.

6.7 Digital products

Digital products are nonrefundable once:

* a download link is delivered;

* access is granted; or

* the file is accessed.

If a file is defective or corrupted, McKinney Media will first provide a replacement. If a usable replacement cannot be provided, McKinney Media may issue a refund for the defective product.

6.8 Consulting and coaching engagements

Consulting and coaching appointments follow the cancellation policy in Section 6.1 unless the applicable Service Agreement states otherwise.

Unused consulting, coaching, or support time expires at the end of the period stated in the applicable package or Service Agreement.

6.9 Corporate retainers and recurring Services

Unless a Service Agreement states otherwise, either party may terminate a recurring corporate engagement upon thirty days’ written notice.

Fees remain due during the notice period regardless of whether the Client requests or uses the full available scope.

Prepaid fees for completed billing periods are nonrefundable.

6.10 McKinney Media cancellation

If McKinney Media cannot perform because of circumstances within its reasonable control, McKinney Media may:

* provide qualified substitute Personnel;

* reschedule the Services;

* offer a reasonably comparable alternative; or

* refund amounts paid for Services that were not performed.

The refund of amounts paid for unperformed Services is the Client’s exclusive monetary remedy for a Company-caused cancellation, except where applicable law requires otherwise.

⸻

Article 7 — Client Responsibilities

The Client must provide the cooperation reasonably required to complete the Services, including:

* accurate project information;

* timely decisions and approvals;

* access to locations and subjects;

* schedules and production timelines;

* permits and venue approvals;

* logos, brand assets, copy, music, photographs, and other Client materials;

* contact information for relevant vendors or representatives;

* safe and lawful working conditions; and

* timely payment.

The Client is responsible for verifying the accuracy of:

* names;

* dates;

* titles;

* addresses;

* contact information;

* trademarks;

* captions;

* product claims;

* legal disclaimers;

* and other Client-supplied information.

McKinney Media is not responsible for missed coverage, reduced Deliverables, added costs, or delays caused by:

* late or incomplete Client communication;

* inaccurate information;

* schedule changes;

* delayed approvals;

* venue restrictions;

* unavailable subjects;

* interference by guests or vendors;

* insufficient setup time;

* unsafe conditions;

* lack of permits;

* or another circumstance outside McKinney Media’s reasonable control.

If a Client-caused issue materially affects performance, McKinney Media may adjust the scope, schedule, Deliverables, or price.

⸻

Article 8 — Safety, Conduct, and Working Conditions

McKinney Media may suspend or end Services when Company Personnel reasonably believe that conditions are unsafe, unlawful, abusive, threatening, discriminatory, harassing, or materially disruptive.

The Client is responsible for the conduct of the Client’s guests, employees, contractors, representatives, and attendees.

McKinney Media is not required to:

* enter an unsafe location;

* operate equipment unlawfully;

* work beyond lawful or reasonable limits;

* remain where Company Personnel are being harassed or threatened;

* or perform Services that materially differ from the agreed scope.

If Services are ended because of the Client’s conduct or unsafe conditions within the Client’s control, amounts paid remain nonrefundable and the remaining balance may remain due.

⸻

Article 9 — Artistic and Creative Discretion

The Client acknowledges reviewing McKinney Media’s portfolio and retaining McKinney Media for its professional judgment and creative style.

McKinney Media controls creative and technical decisions including:

* composition;

* posing;

* lighting;

* lenses and camera settings;

* camera angles;

* image and clip selection;

* editing;

* retouching;

* color grading;

* cropping;

* sequencing;

* pacing;

* audio treatment;

* narrative structure;

* and final presentation.

McKinney Media does not guarantee a specific:

* pose;

* expression;

* photograph;

* camera angle;

* guest interaction;

* weather condition;

* lighting condition;

* background;

* aesthetic trend;

* or subjective reaction.

Subjective dissatisfaction with McKinney Media’s good-faith creative judgment is not, by itself, a defect, breach, or basis for a refund, re-shoot, chargeback, or damages.

This provision does not eliminate any remedy available for Deliverables that are corrupted, materially incomplete, or materially inconsistent with the agreed scope.

⸻

Article 10 — Delivery

Unless the applicable Service Agreement states otherwise, McKinney Media’s target delivery windows are:

* photography: within seven business days;

* videography: within fourteen business days;

* website projects: thirty business days or longer depending on scope and Client responsiveness; and

* educational materials: as described in the applicable program.

Delivery periods begin after:

* the Service has been performed;

* all required Client materials have been received;

* all approvals needed to proceed have been supplied; and

* all amounts then due have been paid.

Delivery windows are good-faith estimates unless the Service Agreement expressly identifies a guaranteed delivery date.

Delivery may be extended because of:

* project complexity;

* Client changes;

* delayed approvals;

* holidays;

* technical issues;

* third-party platform delays;

* or a Force Majeure Event.

Time is not of the essence unless a signed Service Agreement expressly states otherwise.

⸻

Article 11 — Galleries, Downloads, and File Retention

Online galleries and delivery links are temporary unless the applicable Service Agreement states otherwise.

The Client must download and securely back up all Deliverables promptly after delivery.

McKinney Media does not guarantee permanent:

* gallery hosting;

* cloud storage;

* course access;

* website backups;

* or file retention.

Unless a Service Agreement states otherwise:

* final Deliverables may be deleted from McKinney Media’s systems after one year; and

* Raw Files and working files may be deleted ninety days after final delivery.

McKinney Media may charge a restoration, re-upload, archive retrieval, or replacement fee if files remain available after the stated period.

McKinney Media is not responsible for Deliverables lost after successful delivery to the Client.

⸻

Article 12 — Revisions

Unless a Service Agreement states otherwise, one reasonable round of revisions is included when the Client submits a consolidated written request within three business days after delivery.

A “round” means one organized set of revision instructions submitted at one time.

Included revisions must remain consistent with the original:

* scope;

* creative direction;

* style;

* duration;

* quantity;

* and intended use.

Included revisions do not include:

* a re-shoot;

* replacement of approved concepts;

* creation of additional Deliverables;

* a materially different editing style;

* expansion of video duration;

* correction of inaccurate Client-supplied information after approval;

* or changes caused by a new strategic direction.

Additional or late revisions may be charged at McKinney Media’s then-current rate.

If the Client does not submit revisions within the review period, the Deliverables are deemed accepted, subject to any nonwaivable rights under applicable law.

⸻

Article 13 — Raw Files and Working Materials

Raw Files are not Deliverables.

Raw Files remain McKinney Media’s exclusive property unless a signed Service Agreement expressly provides otherwise.

McKinney Media is not required to provide:

* unedited photographs;

* unedited footage;

* unused takes;

* rejected images;

* source files;

* design working files;

* editing timelines;

* templates;

* project files;

* or internal production materials.

Any approved transfer or license of Raw Files may require an additional fee and does not automatically transfer copyright ownership.

⸻

Article 14 — Intellectual Property Ownership

14.1 McKinney Media ownership

Except for Client Materials and third-party materials, McKinney Media owns all rights in:

* Content;

* Deliverables;

* Raw Files;

* working files;

* production methods;

* templates;

* processes;

* designs;

* educational materials;

* marketing systems;

* written materials;

* and other original work created by McKinney Media.

Payment for Services does not transfer copyright ownership unless a signed Service Agreement expressly states that copyright ownership is being assigned.

14.2 Client Materials

The Client retains ownership of materials the Client supplies to McKinney Media.

The Client grants McKinney Media a nonexclusive, worldwide, royalty-free license to use, reproduce, edit, adapt, and display Client Materials as reasonably necessary to perform the Services.

The Client represents that it owns or has permission to use all Client Materials and that McKinney Media’s authorized use will not violate another person’s rights.

14.3 Preexisting materials and production tools

McKinney Media retains ownership of all preexisting and reusable:

* templates;

* systems;

* workflows;

* presets;

* methods;

* source code;

* production assets;

* know-how;

* and tools.

If a Deliverable incorporates a preexisting McKinney Media asset, the Client receives only the right to use that asset as incorporated into the completed Deliverable.

⸻

Article 15 — Client Licenses

15.1 License stated in Service Agreement

Upon payment in full, the Client receives the license expressly stated in the applicable Service Agreement.

15.2 Default consumer license

If no license is expressly stated and the Client purchased portrait, wedding, maternity, engagement, family, graduation, or other personal-use Services, the Client receives a limited, nonexclusive, nontransferable license to:

* display the Deliverables personally;

* print the Deliverables for personal use;

* share the Deliverables with family and friends; and

* post the Deliverables on personal social-media accounts.

The Client may not use personal-use Deliverables for paid advertising, resale, merchandising, commercial promotion, or another revenue-generating purpose without written authorization.

15.3 Default organizational license

If no license is expressly stated and the Client is a business, nonprofit organization, educational institution, government entity, or other organization, the Client receives a limited, nonexclusive, nontransferable license to use the Deliverables for:

* its own website;

* organic social media;

* internal communications;

* public relations;

* presentations;

* recruitment;

* newsletters;

* and ordinary general marketing.

The default organizational license does not include:

* paid media advertising;

* product packaging;

* resale;

* merchandising;

* broadcast advertising;

* stock licensing;

* sublicensing;

* transfer to another brand;

* third-party commercial exploitation;

* or exclusivity.

These uses require express written authorization unless included in the Service Agreement.

15.4 No license before full payment

A license becomes effective only after McKinney Media receives payment in full.

Unauthorized use before payment is a material breach.

15.5 Prohibited alterations

Unless the Service Agreement permits otherwise, the Client may not materially alter, filter, re-edit, composite, distort, or create derivative works from the Deliverables.

Ordinary resizing or cropping required by a social-media platform is permitted when it does not materially change the work.

15.6 Credits

When reasonably practical, Clients are encouraged to credit McKinney Media when publishing Deliverables.

A Client may not:

* claim that another creator produced the Deliverables;

* remove a required contractual credit;

* or use a credit in a misleading manner.

⸻

Article 16 — Portfolio and Promotional Use

Unless the parties agree otherwise in writing before the Services are performed, McKinney Media may use completed Content for:

* its portfolio;

* website;

* social media;

* advertising;

* promotional materials;

* award submissions;

* editorial features;

* presentations;

* educational demonstrations;

* and business development.

McKinney Media will not knowingly publish content that remains subject to a written confidentiality or embargo obligation.

A Client requesting complete confidentiality or a prohibition on portfolio use must secure that restriction in a signed Service Agreement before production. McKinney Media may charge an additional fee for a restriction that eliminates the promotional value of the work.

⸻

Article 17 — Releases, Locations, and Third Parties

The Client is responsible for securing permissions reasonably necessary for:

* access to private property;

* venue photography and recording;

* use of trademarks, artwork, music, or displays appearing in Client-controlled locations;

* and participation of individuals supplied or directed by the Client.

For private commercial productions, the Client is responsible for obtaining model, employee, participant, or property releases unless the Service Agreement assigns that responsibility to McKinney Media.

For weddings, social events, conferences, public events, and similar gatherings, the Client is responsible for providing any notices to attendees required by the venue, event policy, or applicable law.

McKinney Media is not responsible for a third party’s refusal to participate or demand not to be photographed or recorded.

Nothing in this Article authorizes McKinney Media or the Client to use a person’s likeness unlawfully.

⸻

Article 18 — Music and Third-Party Materials

Deliverables may incorporate licensed music, fonts, stock media, plugins, templates, software, or other third-party materials.

Third-party materials remain subject to their own license terms.

Unless a Service Agreement expressly states otherwise:

* McKinney Media does not transfer ownership of third-party materials;

* the Client may use those materials only as incorporated into the Deliverables;

* the Client may not extract, resell, sublicense, or separately distribute them; and

* platform-based copyright claims, content identification notices, muting, geographic restrictions, or removal caused by third-party systems are not automatically evidence of a breach by McKinney Media.

If a platform rejects properly licensed material, McKinney Media may provide reasonable documentation or an alternative at its discretion. Additional re-editing may require an additional fee unless the original material was not properly licensed for the agreed use.

⸻

Article 19 — Drone Operations

Drone Services are subject to:

* federal aviation requirements;

* airspace restrictions;

* weather;

* visibility;

* location conditions;

* venue rules;

* property-owner authorization;

* temporary flight restrictions;

* and the remote pilot’s safety judgment.

McKinney Media may delay, modify, relocate, or cancel a drone operation when the remote pilot determines that the operation would be unsafe or unlawful.

The Client must secure property-owner and venue permission unless the Service Agreement assigns that responsibility to McKinney Media.

A safety-based or regulatory drone cancellation does not constitute a breach when McKinney Media provides a reasonable non-drone alternative, rescheduling option, or adjustment for the undelivered portion of the drone Services.

⸻

Article 20 — Company Personnel and Substitutes

McKinney Media may use Company Personnel to perform any portion of the Services.

The Client is retaining McKinney Media as a company and not necessarily a specific individual unless the Service Agreement expressly identifies a named individual as essential.

If scheduled Personnel become unavailable, McKinney Media may assign a qualified substitute.

Company Personnel remain under McKinney Media’s direction and are not employees, agents, or contractors of the Client.

No member of Company Personnel may modify the Agreement unless that person has written authority from McKinney Media.

⸻

Article 21 — Non-Solicitation of Company Personnel

During the engagement and for twelve months after its completion, the Client may not knowingly bypass McKinney Media to directly hire or engage Company Personnel whom the Client first encountered through the Services for substantially similar services.

This restriction does not:

* prevent the Client from hiring Personnel through McKinney Media;

* apply to a person with whom the Client had a documented relationship before the engagement;

* prohibit general job advertising not directed at Company Personnel; or

* restrict conduct that applicable law does not permit the parties to restrict.

McKinney Media may waive this provision in writing or approve a direct engagement subject to a reasonable placement or release fee.

⸻

Article 22 — Confidentiality

Each party must:

* protect the other party’s Confidential Information using reasonable care;

* use Confidential Information only for purposes related to the Services; and

* disclose Confidential Information only to people who reasonably need it and are subject to appropriate confidentiality obligations.

A party may disclose Confidential Information when required by law, subpoena, or court order. When legally permitted, the receiving party must provide reasonable notice before disclosure.

This Article does not override:

* McKinney Media’s intellectual property rights;

* an approved portfolio restriction;

* a separate nondisclosure agreement; or

* any legal obligation to protect personal information.

⸻

Article 23 — Educational Services, Consulting, and Coaching

23.1 Informational purpose

Educational, consulting, and coaching Services are provided for general informational, strategic, and skill-development purposes.

McKinney Media does not provide legal, tax, accounting, investment, medical, or licensed mental-health advice.

The Client remains responsible for obtaining advice from appropriately licensed professionals.

23.2 No guaranteed outcomes

McKinney Media does not guarantee:

* revenue;

* profitability;

* employment;

* business growth;

* financing;

* social-media performance;

* audience growth;

* sales;

* certification;

* professional advancement;

* or any other specific outcome.

Results depend on factors outside McKinney Media’s control, including Client implementation, market conditions, experience, resources, and decision-making.

23.3 Client decisions

The Client retains responsibility for all business, financial, marketing, hiring, pricing, legal, operational, and strategic decisions.

McKinney Media is not responsible for losses resulting from the Client’s independent decisions or failure to obtain professional advice.

⸻

Article 24 — Memberships and Subscriptions

24.1 Billing

Memberships and subscriptions are billed according to the billing cycle disclosed at enrollment.

24.2 Automatic renewal

A membership or subscription identified as automatically renewing will renew for successive periods matching the original billing cycle unless cancelled before the next renewal date.

The Client authorizes McKinney Media or its payment processor to charge the payment method on file for each renewal.

24.3 Cancellation

The Client may cancel through available account controls or by emailing hello@mckinneymedia.co.

Cancellation becomes effective at the end of the current paid billing period unless applicable law requires otherwise.

Amounts already charged for the current billing period are nonrefundable, except where required by law.

24.4 Price changes

McKinney Media may change future membership or subscription pricing by providing reasonable advance notice.

The revised price will apply to a later renewal and not retroactively to a completed billing period.

24.5 Failed payments

If a renewal payment fails, McKinney Media may:

* retry the payment;

* suspend access;

* terminate the membership or subscription; or

* require payment of the outstanding balance before restoring access.

⸻

Article 25 — SMS and Electronic Communications

25.1 Transactional communications

By providing an email address or telephone number, the Client agrees to receive communications reasonably related to the engagement, including:

* contracts;

* invoices;

* payment notices;

* scheduling information;

* production updates;

* delivery notices;

* support communications;

* and account or service messages.

25.2 Marketing text messages

Promotional text messages will be sent only where the recipient has provided the required consent.

Consent to promotional text messages is not a condition of purchasing Services.

Message frequency varies. Message and data rates may apply.

Reply STOP to unsubscribe and HELP for assistance.

Mobile carriers are not responsible for delayed or undelivered messages.

25.3 Email preferences

A recipient may unsubscribe from promotional emails using the unsubscribe method included in the message.

Unsubscribing from marketing does not prevent McKinney Media from sending transactional communications related to an active booking, account, purchase, or legal obligation.

⸻

Article 26 — Website Use

Users may not:

* violate applicable law;

* interfere with the Site’s operation or security;

* introduce malware or harmful code;

* attempt unauthorized access;

* impersonate another person or organization;

* scrape or harvest Site data without authorization;

* use automated tools to overload or exploit the Site;

* infringe intellectual property or privacy rights;

* submit fraudulent information;

* or use the Site for unlawful or abusive activity.

McKinney Media may restrict or terminate access for a violation.

26.1 Third-party links and services

The Site may use or link to third-party providers such as scheduling, payment, electronic signature, gallery, social-media, or hosting platforms.

McKinney Media does not control those providers and is not responsible for their separate services, availability, security, content, or policies.

26.2 Children

The Site is not directed to children under thirteen, and McKinney Media does not knowingly collect personal information directly from children under thirteen through the Site.

⸻

Article 27 — Copyright Complaints

A person who believes that material on the Site infringes their copyright may submit a written notice to:

hello@mckinneymedia.co

The notice should include:

* identification of the copyrighted work;

* identification and location of the allegedly infringing material;

* the complaining party’s contact information;

* a statement that the complaining party has a good-faith belief that the use is unauthorized;

* a statement that the information is accurate; and

* a physical or electronic signature of the copyright owner or authorized representative.

McKinney Media may remove or restrict access to disputed material while reviewing a complaint.

⸻

Article 28 — Privacy and Data

McKinney Media collects and uses personal information as described in its Privacy Policy.

The Privacy Policy is incorporated into these Terms by reference.

Scheduling, payment, gallery, electronic-signature, website, and communication providers may process information under their own privacy policies.

McKinney Media uses reasonable administrative, technical, and physical measures appropriate to the nature of the information it maintains. No system can guarantee absolute security.

The Client is responsible for:

* protecting account credentials;

* limiting access to delivery links;

* maintaining secure copies of Deliverables;

* and notifying McKinney Media promptly of suspected unauthorized access.

⸻

Article 29 — Artificial Intelligence and Technology-Assisted Workflows

McKinney Media may use artificial intelligence, automation, machine learning, transcription tools, generative tools, editing software, and other technology-assisted systems in connection with:

* workflow administration;

* research;

* transcription;

* scheduling;

* editing;

* retouching;

* color correction;

* concept development;

* content organization;

* quality control;

* and production support.

McKinney Media remains responsible for the final Deliverables it supplies under the Agreement.

The Client must notify McKinney Media in writing before the engagement if Client policies, regulatory requirements, confidentiality duties, or contractual obligations restrict the use of particular technology.

McKinney Media is not responsible for restrictions that the Client failed to disclose before work began.

Unless otherwise agreed in writing, the Client may not use McKinney Media’s Confidential Information, Raw Files, proprietary materials, or Deliverables to train an artificial-intelligence model or create a substantially substitutive commercial derivative.

⸻

Article 30 — Force Majeure

McKinney Media is not liable for delay or failure caused by circumstances beyond its reasonable control, including:

* severe weather;

* natural disaster;

* fire;

* flood;

* pandemic or public-health emergency;

* governmental action;

* war;

* terrorism;

* civil unrest;

* labor dispute;

* utility failure;

* internet or platform outage;

* venue closure;

* denial of location access;

* transportation interruption;

* widespread equipment failure;

* theft or destruction of equipment;

* serious illness or injury;

* or another comparable emergency.

During a Force Majeure Event:

* affected obligations are suspended;

* deadlines are extended for a reasonable period;

* safety and legal compliance take priority; and

* the parties will make reasonable efforts to reschedule or modify the affected Services.

If performance remains impossible for more than sixty days, either party may terminate the affected engagement by written notice.

Upon termination:

* McKinney Media retains the Retainer;

* McKinney Media retains amounts earned for work already performed;

* the Client remains responsible for approved and noncancelable expenses; and

* McKinney Media will refund any additional amount paid solely for Services that were not performed or committed.

⸻

Article 31 — Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

MCKINNEY MEDIA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT THOSE WARRANTIES MAY LAWFULLY BE DISCLAIMED.

McKinney Media does not warrant that:

* the Site will always be available or error-free;

* a third-party platform will operate without interruption;

* a particular marketing, financial, educational, or business result will occur;

* every guest, attendee, or subject will be captured;

* or circumstances outside McKinney Media’s control will not affect production.

Nothing in these Terms eliminates a right or warranty that cannot lawfully be waived.

⸻

Article 32 — Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MCKINNEY MEDIA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ENGAGEMENT WILL NOT EXCEED THE AMOUNT THE CLIENT ACTUALLY PAID TO MCKINNEY MEDIA FOR THAT ENGAGEMENT.

MCKINNEY MEDIA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF DATA, REPUTATIONAL HARM, OR EMOTIONAL DISTRESS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

If Deliverables are lost, damaged, corrupted, or otherwise unavailable because of equipment failure, media failure, theft, technical malfunction, or another cause, McKinney Media’s liability is limited to:

* reasonable efforts to recover or recreate the Deliverables;

* a reasonable re-shoot where practical; or

* a refund of the amount paid for the affected portion of the Services.

Nothing in this Article limits liability for:

* gross negligence;

* recklessness;

* willful misconduct;

* or liability that cannot lawfully be limited.

The limitations in this Article are material terms of the parties’ agreement and apply regardless of the legal theory asserted.

⸻

Article 33 — Indemnification

33.1 Client indemnification

The Client will defend, indemnify, and hold harmless McKinney Media and Company Personnel from third-party claims, damages, liabilities, costs, and reasonable attorney’s fees arising from:

* Client Materials;

* inaccurate information supplied by the Client;

* the Client’s negligence or willful misconduct;

* the Client’s breach of the Agreement;

* use of Deliverables outside the granted license;

* the Client’s failure to obtain a required permission, release, or authorization;

* unsafe or unlawful conditions controlled by the Client;

* or claims arising from locations, people, products, statements, music, trademarks, or materials supplied or controlled by the Client.

33.2 McKinney Media indemnification

McKinney Media will defend and indemnify the Client against a third-party claim that an original Deliverable created solely by McKinney Media directly infringes a United States copyright when the Client uses the Deliverable strictly within the granted license.

This obligation does not apply to claims caused by:

* Client Materials;

* third-party licensed materials;

* Client modifications;

* combinations not created by McKinney Media;

* use outside the granted license;

* or instructions supplied by the Client.

The Client must promptly notify McKinney Media of the claim and permit McKinney Media to control the defense and settlement.

McKinney Media’s obligation under this Section remains subject to Article 32.

⸻

Article 34 — Insurance

McKinney Media maintains insurance coverage appropriate to its operations as determined by the Company.

If a Client or venue requires a certificate of insurance, additional insured status, special limits, or policy endorsements, that requirement must be disclosed before the Agreement is signed.

Additional premiums, administrative charges, broker fees, or endorsement costs may be added to the project price.

McKinney Media is not responsible for a venue’s late disclosure of insurance requirements.

⸻

Article 35 — Termination

McKinney Media may terminate an engagement if the Client:

* fails to pay an amount when due;

* materially breaches the Agreement;

* fails to cooperate;

* creates unsafe or abusive conditions;

* requests unlawful conduct;

* infringes McKinney Media’s rights;

* or fails to cure a material breach after reasonable notice when cure is practical.

Termination does not:

* create a right to a refund;

* release the Client from amounts already due;

* eliminate cancellation charges;

* or affect provisions intended to survive.

The Client may terminate only in accordance with Article 6 or the applicable Service Agreement.

⸻

Article 36 — Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

Except for eligible claims filed in Magisterial District Court, any lawsuit arising out of or relating to the Agreement must be filed exclusively in:

* the Court of Common Pleas of Northampton County, Pennsylvania; or

* the United States District Court for the Eastern District of Pennsylvania, when that court has subject-matter jurisdiction.

Each party consents to personal jurisdiction and venue in those courts and waives an objection based on inconvenient forum to the fullest extent permitted by law.

⸻

Article 37 — Jury-Trial and Class-Action Waivers

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW.

EACH PARTY AGREES TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN A PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.

If either waiver is held unenforceable as to a particular claim, the remaining provisions continue to apply.

⸻

Article 38 — Dispute Resolution

Before filing a lawsuit, the complaining party must provide written notice describing:

* the nature of the dispute;

* the relevant transaction;

* the relief requested; and

* the factual basis for the claim.

The parties must attempt in good faith to resolve the dispute through direct negotiation for at least fourteen days after receipt of the notice.

If negotiation is unsuccessful, the parties must attempt mediation with a mutually acceptable mediator before proceeding with litigation.

The mediation may occur remotely or in Northampton County, Pennsylvania.

The requirement to negotiate or mediate does not prevent either party from:

* filing an eligible collection claim in Magisterial District Court;

* seeking emergency or injunctive relief;

* preventing expiration of a legal filing deadline;

* protecting intellectual property;

* enforcing confidentiality;

* or responding to a chargeback, subpoena, or government inquiry.

Unless the parties expressly agree in a Service Agreement, disputes are not subject to mandatory arbitration.

⸻

Article 39 — Attorney’s Fees and Collection Costs

The prevailing party in an action to enforce the Agreement may recover reasonable attorney’s fees, court costs, expert fees, and litigation expenses to the fullest extent permitted by law.

Regardless of whether litigation is filed, the Client is responsible for reasonable collection costs incurred to recover an overdue and undisputed balance, to the fullest extent permitted by law.

⸻

Article 40 — Off-Premises Consumer Sales

Certain consumer transactions entered into through personal solicitation away from McKinney Media’s regular place of business may carry a federal right to cancel.

Where the federal Cooling-Off Rule applies:

* a qualifying sale made at the buyer’s residence for twenty-five dollars or more may be cancelled before midnight of the third business day after the transaction;

* a qualifying sale made at certain other temporary locations for one hundred thirty dollars or more may be cancelled before midnight of the third business day after the transaction; and

* McKinney Media will provide the required cancellation notice and forms.

This Article applies only when the transaction falls within the applicable rule.

The rule generally does not apply merely because a Client books through the Site, by telephone, or at McKinney Media’s regular place of business.

When applicable law gives the Client a cancellation right that conflicts with another provision of these Terms, the legally required cancellation right controls.

⸻

Article 41 — General Provisions

41.1 Entire agreement

The Agreement constitutes the complete agreement between the parties concerning its subject matter and supersedes prior or contemporaneous oral or written discussions concerning that subject matter.

41.2 Amendments

A project-specific amendment must be in writing and accepted by both parties.

An email may qualify as a written amendment only when it clearly identifies the term being changed and reflects agreement by authorized representatives of both parties.

41.3 Severability

If a provision is held invalid or unenforceable, it will be limited or removed only to the minimum extent necessary. The remaining provisions remain effective.

41.4 Waiver

Failure to enforce a provision is not a waiver of that provision or any later breach.

A waiver is effective only when made in writing by the party granting it.

41.5 Assignment

The Client may not assign the Agreement without McKinney Media’s prior written consent.

McKinney Media may assign the Agreement in connection with:

* a merger;

* acquisition;

* reorganization;

* sale of assets;

* transfer of a business division;

* or engagement of a successor provider.

41.6 Independent contractor relationship

McKinney Media is an independent contractor.

The Agreement does not create a partnership, fiduciary relationship, employment relationship, franchise, agency, or joint venture between the Client and McKinney Media.

41.7 No third-party beneficiaries

Unless expressly stated otherwise, the Agreement benefits only McKinney Media and the Client and creates no enforceable right for another person.

41.8 Notices

Formal notices to McKinney Media must be sent to:

Email: hello@mckinneymedia.co

Mail: McKinney Media LLC, 306 S New Street, Suite 110, Bethlehem, Pennsylvania 18015

Notices to the Client may be sent to the email address or mailing address supplied by the Client.

Email notice is effective when sent unless the sender receives a failure or nondelivery notice.

Mailed notice is effective three business days after mailing.

41.9 Headings

Headings are for convenience and do not limit interpretation.

41.10 No construction against drafter

To the fullest extent permitted by law, an ambiguity will not automatically be interpreted against a party solely because that party or its representative prepared the language.

41.11 Survival

Provisions concerning payment, intellectual property, licenses, confidentiality, non-solicitation, warranties, liability, indemnification, dispute resolution, attorney’s fees, and any provision that by its nature should continue will survive completion or termination.

41.12 Counterparts and electronic records

Agreements may be accepted in counterparts and through electronic records. Each counterpart is treated as an original, and all counterparts together form one agreement.

⸻

Article 42 — Changes to These Terms

McKinney Media may revise these Terms from time to time.

A revised version becomes effective on the date stated in the revised Terms.

A revision does not retroactively change the material terms of an active, signed Service Agreement unless:

* the parties agree in writing;

* the change is required by law; or

* the change concerns Site use, security, or another operational matter that reasonably requires immediate application.

Continued use of the Site after an update constitutes acceptance of the updated Site-use provisions.

A Client’s payment, booking, renewal, or affirmative acceptance after an update constitutes acceptance of the updated contractual terms applicable to that later transaction.

⸻

Article 43 — Contact Information

McKinney Media LLC

306 S New Street, Suite 110

Bethlehem, Pennsylvania 18015

Telephone: (484) 222-5062

Email: hello@mckinneymedia.co

Website: www.mckinneymedia.co

© 2026 McKinney Media LLC. All rights reserved.