THIS IS AN AGREEMENT between you and your studio (ÒYouÓ) and Eastman Kodak Company, Professional Output ("Kodak"), effective upon Your acceptance as described herein. This Agreement supersedes any and all previous agreements between You and Kodak regarding the subject matter hereof and the revised Promise of Excellence program. As a Premium ProPass Member, You are entitled to benefits available exclusively to participating Members, such as participation in the KODAK Network of Professional Photographers, an online locator (the "Locator") and Promise of Excellence Guarantee as defined in this Agreement.

The Locator extends Your reach to new customers. As a Locator participant, You also may extend the Promise of Excellence Guarantee (the "Print Guarantee") to Your customers. The Print Guarantee assures customers that You and KODAK PROFESSIONAL share a commitment not only to the quality of the images that are captured by You, but also to the lifetime quality of the media on which they are printed or produced.

A. Terms for Listing on KODAK Network of Professional Photographers

By submitting Your information for Your listing in the Locator, You agree to the following terms:

1. You certify that You are a Professional Photographer with at least 75% of your revenue derived from this profession. The Locator will include only listings from Professional Photographers and Professional Studios that earn at least 75% of their revenues from professional photography. If during a verification check Kodak should learn that You are not a Professional Photographer, Your listing will be removed from the Locator.
2. You certify that all professional photography business received as a result of Your listing in the Locator will be printed or otherwise produced, via an independent professional lab or Your in-house lab, on KODAK PROFESSIONAL Media, including without limitation:
• KODAK PROFESSIONAL ENDURA Media (Color Negative Paper)
• KODAK PROFESSIONAL Inkjet Photo Paper
• KODAK PROFESSIONAL EKTATHERM Media
3. If Your information indicates that You are a member of a professional photography trade organization, You certify that You are a member in good standing.
4. You agree to abide by the terms of the Premium ProPass Membership as set forth in this Agreement.
5. You agree to fulfill claims made by your customers under the Print Guarantee as defined in Section B.5 and to provide reproduction prints to your customers free of charge.
6. You agree to identify Your studio conspicuously as a participant in the KODAK Network of Professional Photographers.
7. You agree to the use of Your business name in any communications, printed or electronic, that Kodak chooses to run as part of this program.
8. You assume all responsibility for information supplied to the Locator, including website links.
9. You agree that Your studio may be visited upon reasonable prior notice by a representative of Kodak, and that Your adherence to the terms of this Agreement may be validated on occasion.
10. You agree to have Your name and studio information listed on the Locator and to allow Kodak to send updated Premium ProPass information to Your e-mail address.

B. KODAK Promise of Excellence Guarantee

1. All prints covered by the Print Guarantee must have been or will be produced, via an independent professional lab or Your in-house printing, using only KODAK PROFESSIONAL Media including without limitation:
   • KODAK PROFESSIONAL ENDURA Media (Color Negative Paper)
   • KODAK PROFESSIONAL Inkjet Photo Paper
   • KODAK PROFESSIONAL EKTATHERM Media
2. All original and reproduction prints covered by the Print Guarantee and printed on KODAK PROFESSIONAL Endura Media must have been made or will be made using only KODAK PROFESSIONAL Film, Paper and Chemicals.
3. All prints covered under the guarantee for KODAK PROFESSIONAL Inkjet Photo Paper must have been or will be printed on one of the following printers*:

*List subject to change based on the introduction of new printers.

4. All prints covered by the Print Guarantee and printed on KODAK PROFESSIONAL EKTATHERM Media must have been or will be printed on one of the following printers*:
   

*List subject to change based on the introduction of new printers.

5. The Print Guarantee will cover:
   1. only prints originally created or subsequently reproduced (i) for the use of consumers for their personal enjoyment and (ii) with KODAK PROFESSIONAL Media as listed in Section B.1.
   2. Reimbursement to You for the cost (as defined in Section C.3.f of this Agreement) of Kodak-branded reproduction media used to reproduce the print where the print is found defective as a result of product performance issues, such as fading or cracking, when the print was made on or after January 15, 2006 or your membership date, whichever is later. Reimbursement may be claimed at any time after production of the print.
   3. Reimbursement for the cost of media used to reproduce the print is the sole obligation assumed by Kodak; and no monetary guarantee or other guarantee, whether expressed or implied, is made by Kodak. If the original negative or digital file is not available or is not in good condition or the requirements of Sections B.1 to B.4 have not been met, the Print Guarantee shall be null and void.
      
6. The Print Guarantee will not cover:
   1. Prints used for retail display or competition purposes
   2. Damage or issues affecting prints prior to acceptable consumer delivery, including but not limited to:
   1. improper processing
   2. post-process treatment physical damage
   3. misorders
   4. incorrect masking
   5. incorrect retouching
   3. Undesirable effects caused by retouching, print finishing, and spray mounting.
   4. EKTATHERM or Inkjet Media with lacquer or other non-water based coatings applied.
   5. Album or folio covers, frames, mattes, etc.
   6. Images created prior to Your membership date or January 15, 2006 which ever is later. Any commitments made under the former Promise of Excellence program prior to January 15, 2006 will be honored according to the terms and conditions of that program.
   7. Your labor, shipping charges and/or any other disbursements.
   8. Loss.
   9. Damage or issues due to something other than product performance.
   10. Digital print retouching, artwork or manipulation, since a digital file in good condition is required.
   11. Kodak reserves the right to limit reimbursement of print claims.

C. Procedure for Fulfillment of Print Guarantee

1. PLEASE NOTE: You will be responsible for (i) first paying for the reproduction; and (ii) submitting directly to Kodak a claim for reimbursement.
2. To ease administration of this program, You must use the Premium ProPass, Promise of Excellence Print Guarantee Fulfillment Form.
3. You must follow these steps to complete each claim for reimbursement:
   1. On the Guarantee Fulfillment Form, You must record the consumerÕs name, address, and telephone number; the negative file or digital file number (if applicable); the date the image was taken; and the name of the originating studio.
   2. If reproduction of the image is appropriate, based on the criteria outlined in this Agreement, You must describe on the form the nature of the product performance issue.
   3. Retrieve the negative or digital image from Your file or from the consumer and reprint the image. Be sure to keep the damaged print.
   4. When You receive the reproduction print and invoice from your lab, send the original Fulfillment Form, along with the damaged print and a copy of the lab invoice or the product name of in-studio media used, directly to KODAK PROFESSIONAL. The address is as noted on the form. Be sure to include Your tax identification number. Keep a copy of the form for Your records.
   5. PLEASE NOTE: Larger prints may be trimmed down to 11" x 14", or folded, to provide Kodak with a sample of the product performance issue.
   6. Reimbursement from Kodak will be in the form of a check made payable to You. The amount billed should be only the cost of the Kodak-branded replacement media used to reproduce the print at the lesser of the labÕs current published price list or MSRP (ManufacturerÕs Suggested Retail Price) of KODAK PROFESSIONAL ENDURA Media, KODAK PROFESSIONAL Inkjet Photo Paper or KODAK PROFESSIONAL EKTATHERM Media.
   7. Shipping and handling and Your labor are NOT covered as part of this program.
   8. Reimbursement is only guaranteed after review of the claim. You may request a prior evaluation from Kodak to determine if the claim is proper under this Agreement and the amount Kodak will pay. Mark a Guarantee Fulfillment Form as "Request for Prior Approval" and send it directly to Kodak, along with the damaged print and an estimate of the replacement charge.
   9. PLEASE NOTE: Submitted prints will not be returned.
   10. Please mail the prints and form to:

       KODAK PROFESSIONAL Promise of Excellence
       343 State Street, Rochester, NY 14650-0403

D. Termination

Kodak may terminate this Agreement prospectively at any time upon thirty (30) days prior written notice to You.