# Help! First time dealing with agreement.



## im2c0ol (May 10, 2013)

Hello,

I'm pretty new to Photography world. Going to do a 1hr-2hr shooting session portrait and headshot. This guy is a lawyer, and he brought up this agreement. Let me know if there's any disadvantage and should I agree to all this? I have no problem deleting all the photos after I done processing them through my computer Lightroom.

Justin:  Here is the text of the Agreement, so you can review before tomorrow:

CONFIDENTIALITY AND EXCLUSIVE USE AGREEMENT
THIS CONFIDENTIALITY AND EXCLUSIVE USE AGREEMENT (&#8220;Agreement&#8221 is made and entered into as of May __, 2013 by and between ___________________________  (&#8220;Photographer&#8221, and CLIENT).  
WHEREAS, CLIENT, is utilizing the expertise of Photographer, his employees, agents, affiliates and other representatives to provide photography services.
NOW, THEREFORE, in consideration for payment tendered by CLIENT in contemplation of the utilization of Photographer&#8217; services, the parties hereby agree as follows:
1.All photos taken by Photographer of CLIENT on May 11, 2013 (&#8220;Photographs&#8221 shall be the exclusive property of CLIENT and shall not be used for any purpose by Photographer without the express written permission from CLIENT. CLIENT shall have the right to use Photographs on a royalty-free basis and may distribute, reproduce, modify, adapt and publicly display Photographs without compensation to Photographer.

2.Photographer agrees that he will not, at any time, without the prior written consent of CLIENT, disclose or use for his own benefit any Photographs of Ian Hlawati.

3.Photographer shall be permitted to disclose photographs of Ian Hlawati to the extent reasonably necessary in order for Photographer to perform his obligations to edit and retouch Photographs for tender to CLIENT. 

4.Photographer acknowledges and agrees that CLIENT may be irreparably damaged in the event that Photographs are disclosed without his express written permission.  Accordingly, Photographer agrees that CLIENT shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and shall have the right to specifically enforce this Agreement and the terms and provisions hereof in addition to any other remedy available at law or in equity.

5.Upon request by CLIENT, Photographer will return to the CLIENT, without making or taking copies thereof, all Photographs of the CLIENT, or upon request by Ian Hlawati destruction of all photographs, including real and digital copies thereof.

6.  The obligations of Photographer regarding the non-disclosure under this Agreement shall survive the termination of this Agreement.

7. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision, to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

8.Failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions as to the future violations thereof, nor prevent Ian Hlawati thereafter from enforcing each and every other provision of this Agreement.  The rights granted herein are cumulative and the waiver of any single remedy shall not constitute a waiver of the right to assert all other legal remedies available under the circumstances.

9.This Agreement is the entire agreement of the parties with respect to the subject matter hereof and may not be changed orally, but only by an agreement in writing. This Agreement constitutes the entire understanding and agreement of the parties regarding the subject matter hereof and superseded any prior oral or written understandings or agreements and may not be modified, except in writing signed by all parties. This Agreement shall be construed in accordance with and be governed by the laws of the State of New York, without reference to New York&#8217;s choice of law rules. 

The undersigned, have read the above Confidentiality Agreement and Exclusive Use Agreement, fully understand the terms and conditions of it and agree to be bound by same.

PHOTOGRAPHER


By:____________________________


Date: ____________________________
CLIENT

By:_____________________________


Date:_____________________________


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## im2c0ol (May 10, 2013)

Also is there an agreement form that I can use to protect myself from this shoot? if so please share.

Thanks...


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## sm4him (May 10, 2013)

I'm no pro, but I gotta tell ya...that looks like it's all about protecting HIM and scr*w you and your rights.  You're the photographer, YOU need to make sure HE signs YOUR contract.

Personally, if I *were* a pro, and a lawyer wanted me to do a portrait session with him, and the next thing I know he's asking me to sign HIS contracts...I'd say "not just No, but Oh, Burning Eternal Inferno NO!"  Because, in my completely unlearned, amateur opinion, this already makes him look litigation happy, and I wouldn't be interested in being fodder for his lawsuits.

But that's just me. And thanks, because now I can add Reason #4,719 why I do not want to be a Professional Photographer.


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## Overread (May 10, 2013)

IF they put legal on you put legal on. 

That means if they come with the lawyer (or are a lawyer) you sign nothing till your lawyer has read through and you don't want to do any contract negotiations without your legal representation being present/privy to the details. That is only fair, the other parties lawyers are there for them and will negotiate things in their best interest - your lawyer is there to do the same. 

If you don't yet have  the services of a lawyer look into getting them, you don't have to hire them all the time, but for writing up and reviewing contracts you want to at least know who to contact for professional, proper legal advice (we can help on a forum, but really only in giving you a rough understanding and some ideas to ask - we can't give you proper legal advice - we are photographers not lawyers*)


Reading the contract though it sounds like he wants the photos - ALL rights to them and wants to leave you with nothing save your fee. Now that is fine if he's paying enough 

"the right to use Photographs on a royalty-free basis and may distribute, reproduce, modify, adapt and publicly display Photographs without compensation to Photographer."

typically translates to "expensive" in photographer talk 


*some of us might be lawyers


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## Overread (May 10, 2013)

Note - you may wish to remove the lawyers name from the document in your post - clients are often not pleased if they find the company they hired seeking public advice on the running of their company.


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## 480sparky (May 10, 2013)

Why is this in "Digital"?  Shouldn't it be in the Biz Section?



im2c0ol said:


> Also is there an agreement form that I can use to protect myself from this shoot? if so please share.
> 
> Thanks...



Um...... don't do the shoot?


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## Overread (May 10, 2013)

Sparky you're seeing things 

(thanks for spotting it - moved to Business general discussion)


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## Josh66 (May 10, 2013)

Overread said:


> Reading the contract though it sounds like he wants the photos - ALL rights to them and wants to leave you with nothing save your fee. Now that is fine if he's paying enough



Yeah, I hope he's paying you a lot, because you will not even be able to use these shots in your portfolio without his written permission...


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## ronlane (May 10, 2013)

Just on points 1 & 2 I wouldn't sign it and would tell the guy to find someone else. Sounds like the client from heck no matter what the pay.


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## im2c0ol (May 10, 2013)

As I'm not really a professional Photographer, doing it to make $$ on the side, and I'm offering this 2hr shoot for $80bucks. So there will be no lawyer on my side as this more like personal side job. I'm thinking just go there shoot, process the photos, deleted off my PC in front of him and be done with it. But as I already told him I'll charge $80, but again, I again I don't feel good about the agreement. What do you guys recommend I should charge him? if he disagree about the change in prices because of the agreement. Then I can cross this off my list and have a peace of mind.

Thanks, for all the responses!


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## ronlane (May 10, 2013)

im2c0ol said:


> As I'm not really a professional Photographer, doing it to make $$ on the side, and I'm offering this 2hr shoot for $80bucks. So there will be no lawyer on my side as this more like personal side job. I'm thinking just go there shoot, process the photos, deleted off my PC in front of him and be done with it. But as I already told him I'll charge $80, but again, I again I don't feel good about the agreement. What do you guys recommend I should charge him? if he disagree I can cross this off my list and have a peace of mind.
> 
> Thanks, for all the responses!



Bill gates doesn't have that much money for me. This just seems like a REALLY bad deal for you all the way around. It's not even worth the experience.


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## sm4him (May 10, 2013)

$80?? And YOU sign HIS agreement?

Three pieces of advice:

1. Don't do it.
2. Don't do it.
3. Seriously, no kidding, DON'T do it.


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## Steve5D (May 10, 2013)

Are you being paid a lot of money?

If you're not getting paid, I'd tell whoever sent you that contract to go piss up a rope. 

With that contract, he is entitled to everything, and you are entitled to nothing. 

If you're cool with getting screwed six ways to Sunday, that's the release for you...


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## im2c0ol (May 10, 2013)

what's a reasonable price I should bring up for this services for a non professional services? I want to be reasonable if he's not agreeing to it if he want me to sign his contract otherwise if he wish to stick with the $80 offer then he have to forget about signing his contract.


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## Steve5D (May 10, 2013)

im2c0ol said:


> As I'm not really a professional Photographer, doing it to make $$ on the side, and I'm offering this 2hr shoot for $80bucks.



I don't pull out of the driveway for eighty bucks, and I've got a day job...



> I don't feel good about the agreement.



Right there. THAT contains your answer. If you don't feel good about it, ask yourself _why _you don't feel good about it...



> What do you guys recommend I should charge him? if he disagree about the change in prices because of the agreement. Then I can cross this off my list and have a peace of mind.



Save yourself the aggravation and walk. In your shoes, I would quote him $250.00, just for the Hell of it. If you're not a pro, then you've got yourself a nice night out on the town. But I suspect he'll scoff at that.

He's a lawyer. He already knows that if you're only charging him $80.00, you won't have a lawyer, and won't be able to afford one. This guy looks like someone who makes $80.00 while walking to the men's room. 

I shot a gig once; The Temptations. I shot two songs for a record and promotions company which insisted on being given the CF card at the end of the night. I was given only those photos that the record company wanted me to have, which I could use in my portfolio and on my website. I shot for 11 minutes and was paid $3,750.00. _That _made it worth my while.

$80.00?

Some would call that a joke.

Well, it's not a joke. It's an insult...


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## HughGuessWho (May 10, 2013)

Let me see if I have this right.... this is a lawyer from White Plains, NY?
You're from New Orleans?
He wants you to do a "shoot" for him for $80.00? (You can't buy a decent dinner in White Plains for $80.00)

This puzzle ain't fittin' together.


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## Josh66 (May 10, 2013)

What Steve said.  Exactly.


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## sm4him (May 10, 2013)

Sniff, sniff...does anyone else smell that?

Something smells fishy....


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## Light Guru (May 10, 2013)

He wants you to give him exclusive rites for $80.  That's a joke. Multiply that by 10 and see if he still wants exclusive rites.


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## The_Traveler (May 10, 2013)

Not a chance I would sign this.
*
4.Photographer acknowledges and agrees that CLIENT may be irreparably damaged in the event that Photographs are disclosed without his express written permission. Accordingly, Photographer agrees that CLIENT shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and shall have the right to specifically enforce this Agreement and the terms and provisions hereof in addition to any other remedy available at law or in equity.

*Nope, never.

A photo gets 'out' and he claims its your fault and sues you.
And you've signed that you admit your liability for *irreparably damaging* in the event a photo gets out.* 
*
Never, ever, ever sign anything like this.*

*


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## Overread (May 10, 2013)

I'm actually left wondering how portraits (which I assume are your general business card/website portfolio type affair) could irreparably damaged a client in the event that they "got out" since they are likely for publicity in the first place. 

Based on the amount you're being paid and the wording of the contract and the services and the nature of your business I would agree with the others - just walk away from this one. Business is about choosing your clients many times and businesses that don't learn to turn some away can make more trouble for themselves than those clients are worth. 

Now you could state that in light of the contract you'd have to charge significantly more than was proposed before and that certain parts (irreparably damage) are not suitable and not something you are willing to sign on. You can negotiate a contract - however I've a feeling that the time spend negotiating isn't worth it unless the client is going to stump up and pay a proper fee for things (ps you might not be a company, but that doesn't mean you should charge any less - a service provided is done so at whatever price you and the client agree to not just what the client wants).


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## tirediron (May 10, 2013)

sm4him said:


> $80?? And YOU sign HIS agreement?
> 
> Three pieces of advice:
> 
> ...


This!!! With #3 being the most important point!


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## im2c0ol (May 10, 2013)

Thanks for all the input guys! I'm really appreciated!!!


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## tirediron (May 10, 2013)

Light Guru said:


> He wants you to give him exclusive rites for $80. That's a joke. Multiply that by 10 and see if he still wants exclusive rites.


Yep... exclusivity costs!  I'd bill a MINIMUM of $175 for this under my contract.  For this, I'd look for at *least* $500.   It almost seems like he's trying to trap you into something.


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## CCericola (May 10, 2013)

Is he asking you to take naked pictures of him??
noway, no how.
unless he pays you at least $10,000+
Business portrait photographers in NYC and Long Island charge $3000 and the client only gets a license, not ownership.


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## tirediron (May 10, 2013)

CCericola said:


> Is he asking you to take naked pictures of him??
> noway, no how.
> unless he pays you at least $10,000+
> Business portrait photographers in NYC and Long Island charge $3000 and the client only gets a license, not ownership.


Damn...  I gotta move down your way!!!!


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## Josh66 (May 10, 2013)

I think the fact that you felt the need to ask how to protect yourself before getting a single reply probably tells you everything you need to know.  The replies you've gotten should have done nothing but re-enforce that bad gut feeling you had about it to begin with.

I would say that you should tell him that you will not sign his contract, and provide him with a contract that is favorable to you for HIM to sign, but seeing as how he felt the need to totally take every single right away from you right off the bat, I don't see him signing that.


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## jedirunner (May 10, 2013)

I am not a lawyer.  I am not even a suitable enough photographer to go take portraits.

If I *was* a photographer, I'd realize $80 for 2 hours of work, and the overhead back and forth isn't worth it.  Plus, read #3.  He wants edits and retouches in there for that price?  So ... just suppose you could do all the editing and re-touching in 2 hours.  1 hour of prep and travel time.  5 hours for $80?   Plus, the time discussing and figuring out the agreements and such?  Now you're probably down to $10 an hour.  

Is that even worth the wear and tear on the equipment or your evening?  Maybe for a nephew or niece.  .... Is this lawyer your nephew or niece?  ;-)

Kevin


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## Josh66 (May 10, 2013)

jedirunner said:


> I'd realize $80 for 2 hours of work, and the  overhead back and forth isn't worth it.  Plus, read #3.  He wants edits  and retouches in there for that price?  So ... just suppose you could do  all the editing and re-touching in 2 hours.  1 hour of prep and travel  time.  5 hours for $80?   Plus, the time discussing and figuring out the  agreements and such?  Now you're probably down to $10 an hour.




You don't want to go too in depth analyzing the costs of everything though, because if you do you may find that you are actually paying him for the privilege of taking his picture.

For him to hit you up with that contract for an $80 shoot _is_ insulting.  Not trying to be a dick or anything, but I can make that much taking a dump on overtime at work.  (Everybody knows that when you're making twice as much you work half as hard, lol.)

You're trying to 'do him a favor' by charging a ridiculously low fee since you're new, and he returns that favor by stripping you of any chance of using the photos to further your business opportunities.

If it were me I would walk away.  You could try to get more money out of him, but personally - what little you might get out of him would not be worth the work you would be doing and the rights your are giving up.

I think if you come back demanding more money, he will see that as a sign that he has you right where he wants you.

I may be blowing this out of proportion...  Still, walk away.  Hell, you can't even use the shots in your portfolio, which is the only possible gain you could have from a shoot this cheap.


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## im2c0ol (May 10, 2013)

Thank you all again! I'm going to pass this one either he go my way as my rate and I was intended to offer a special $50 quick session for those who are on budget. I do have a full time job, photography just one of my hobby. After I gave him the offer then he say he's a lawyer and send me his contract agreement. So that's why I end up here for all the great input.


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## jamesbjenkins (May 10, 2013)

Call me crazy, but I thought I'm the professional, and the one with a contract for the other party to sign.

If a client tried to hand me a contract they drafted, I'm walking. No questions asked.

Eff that nonsense.

edit:

I just went back and read the whole thread, including the contract this 'tard wants you to sign. I'm not going to tell you what to do, but if it were me, I'd sooner saw off my own appendage with a rusty butter knife and slather hot sauce on the bloody stump than sign that contract.


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## TonyDee (May 10, 2013)

Good choice walking. There's not even an amount in the contract. You would be shooting for free.


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## im2c0ol (May 10, 2013)

Okay here's what we're talking now.




*CLIENT:*
Justin: There is nothing in the agreement that should cause you concern if what you're saying is true. I'll agree to let you use a picture or two for your portfolio. I just need to make sure the pictures are not in the public domain and that I have exclusive use to them. It's really for my protection only. Since I am asking you to sign something for this purpose, we can agree on a higher price, if that's what you want. Please propose a number that is acceptable for you to continue tomorrow with the agreement. I can't proceed without an agreement with you.







a few seconds ago
*Justin Photography*

Sorry I prefer to work without the contract for my peace of mind, as you're a lawyer and I'm not. I'm just a normal guy trying to help those people who're in low budgets as I am. So I don't want to take any risk and years later somehow I receive a lawsuit letter. As for Photographer we only one who sign off contract for clients. If you want to go my way, you'll have my word for it. $120 will be for the shoot if you still want to do it tomorrow, after you come pick up your copy I'll delete everything. As I don't really have all the space to hold a bunch of pictures that's 25mb/each. And if you want to email me any pictures that I can use for my portfolio is up to you.

Thanks you...


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## Josh66 (May 10, 2013)

It sort of sounds like that is his 'catch all, cover everything' contract, and that he is willing to modify it if needed.  Still.  I'd be cautious.

It also sounds like he does not totally understand how this whole copyright thing works (not his field, I guess).  Even with no contract at all, the photos would not be in the public domain unless you specifically wanted them to be.

He doesn't need exclusive use.  He needs permission to use them, yes, but that doesn't have to be exclusive.


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## Josh66 (May 10, 2013)

You should have a contract - you should never work without one.  But it should be your contract that he is signing, not the other way around.

It's sounding to me like you are starting to get in over your head.  I did not realize that you were having real-time conversation with him and us simultaneously.  You're not giving yourself much time to consider your options...

This is supposed to happen tomorrow, right?  So I guess time is a luxury you don't have right now...  Assuming that he lets you use a few shots for your portfolio, does that make it 'worth it' for you?  None of us can answer that.  I know what I would say, but I don't want you to burn bridges only going on what I have said.  You have to decide what you want, and fast - apparently.


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## kathyt (May 10, 2013)

im2c0ol said:


> As I'm not really a professional Photographer, doing it to make $$ on the side, and I'm offering this 2hr shoot for $80bucks. So there will be no lawyer on my side as this more like personal side job. I'm thinking just go there shoot, process the photos, deleted off my PC in front of him and be done with it. But as I already told him I'll charge $80, but again, I again I don't feel good about the agreement. What do you guys recommend I should charge him? if he disagree about the change in prices because of the agreement. Then I can cross this off my list and have a peace of mind.
> 
> Thanks, for all the responses!


$80 bucks? No freaking way! Tell him he needs to set up his own tripod for $80 bucks. When he wants to talk about a real contract, with real money, and realistic terms, then lets talk. Let him find someone else.


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## Josh66 (May 10, 2013)

And as far as deleting everything - that makes this a one time transaction.  There will be no reprints, what would you print them from?  IMO, that demands a higher price (but also a higher degree of skill - make sure you cover your bases and get all of the shots they want).  IMO, if I were having portraits made, I would expect the photographer to maintain those files for at least a few years...  Just in case I wanted a size I didn't initially order or something like that.

Anyway, it sounds like he wants to make it work, but is it worth it for you?  That's the question you have to answer.
(If it were me the answer would be no.)


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## sm4him (May 11, 2013)

My guess? If you do this, even under his "revised" terms and for more money, it will come back to bite you on the hind parts.

For instance...that part about retouches being included? I could see this twit simply claiming to never be happy with the way you've retouched them and refusing to pay.  Or simply claiming they aren't what he expected from a "professional photographer." 
No, he might not win that case in a court, but it'll cost you way more than $80 or $120 to "win."

This just has disaster written ALL over it--I just see NO way this turns out well for you if you do the shoot.

Just. DON'T. Do. It.


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## gsgary (May 11, 2013)

These are the 2 things i find disturbing 

1 I'm pretty new to Photography world

2 WHEREAS, CLIENT, is utilizing the expertise of Photographer


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## im2c0ol (May 11, 2013)

Thanks guys! I've came up with my own contract to use in the future. I got the guy to show off, so less headache for me.  enjoy my weekend! Happy Mother's day everyone!!!


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## Steve5D (May 12, 2013)

jamesbjenkins said:


> Call me crazy, but I thought I'm the professional, and the one with a contract for the other party to sign.
> 
> If a client tried to hand me a contract they drafted, I'm walking. No questions asked.



It's pretty standard stuff with concert shooting...


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## Overread (May 12, 2013)

Any person in a business transaction can bring a contract to the table, it doesn't really matter which party it is because in most contract situations negotiation is expected to take place to come to an agreement. If you both have contract chances are you'll read them both over and then likely agree to drop one and work upon adjusting the other to suit both parties. 

The thing is the opening contract offered in this case set a tone that suggested that the person wanting to hire the photographer was after far more expensive services than the photographer was led to understand and that, in the end, there was a tone set that simply didn't feel right to the photographer and to many of us here.


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