OPERATING AGREEMENT
OF
WADE FALL LLC
This Operating Agreement ("Agreement") is made and entered into as of 13th day of February, 2025, by and between Nathaniel Wade, the sole member of Wade Fall LLC (the "Company"), a limited liability company formed under the laws of the State of Oklahoma.
Article 1 – Formation of the Limited Liability Company
1.1 Formation
The Company was formed as a limited liability company (LLC) under the Oklahoma Limited Liability Company Act by filing the required Articles of Organization with the Oklahoma Secretary of State.
1.2 Name
The name of the Company is Wade Fall LLC, and it shall operate under this name unless changed in accordance with this Agreement and applicable law.
1.3 Business Purpose
The Company is formed for the purpose of engaging in the business of professional photography, including but not limited to:
• Travel and nature photography
• Commercial and editorial photography
• Digital and print sales of photographic works
• Licensing of photographic content
• Any lawful business activities incidental or necessary to the primary purpose
The Company may engage in any lawful business or activities permitted under the laws of Oklahoma and the United States.
1.4 Principal Office
The principal office of the Company shall be located in the state of Oklahoma, or such other location as the Member may determine accordance with Oklahoma law.
1.5 Registered Agent
The Company’s registered agent for service of process shall be Nathaniel Wade ("the sole member"), unless changed in accordance with Oklahoma law.
Article 2 – Member and Management
2.1 Sole Member
The sole member of the Company is Nathaniel Wade.
As the sole member, Nathaniel Wade owns 100% of the Company’s interests and has full authority over all aspects of the Company's operations.
2.2 Management Structure
The Company shall be managed solely by the Member, who shall have complete control over business decisions, operations, and financial matters.
No separate manager shall be appointed.
2.3 Powers and Duties of the Member
The Member shall have the full power and authority to:
• Manage and operate the Company’s business
• Enter into contracts and agreements
• Acquire, hold, and dispose of Company assets
• Open and maintain Company bank accounts
• Hire and manage employees or contractors
• Make all financial, legal, and operational decisions
• File tax documents and comply with legal obligations
2.4 Limitation of Liability
The Member shall not be personally liable for the debts, obligations, or liabilities of the Company beyond their investment in the Company, except as required by law.
Article 3 – Financial Matters
3.1 Capital Contributions
The Member has contributed initial capital to the Company to fund the startup. The Member may contribute additional capital as needed.
3.2 Profit and Loss Allocation
Since this is a single-member LLC, all profits and losses of the Company shall be allocated 100% to the Member.
3.3 Distributions
The Member may withdraw profits from the Company at any time, provided that such withdrawals do not impair the Company’s ability to meet its obligations.
3.4 Company Bank Account
The Company shall maintain a separate business bank account. The Member shall not commingle personal and business funds to preserve the limited liability protection of the LLC.
Article 4 – Taxation and Compliance
4.1 Tax Status
The Company shall be taxed as a disregarded entity for federal tax purposes, meaning the income, deductions, and credits of the Company shall be reported on the Member’s personal tax return unless an election is made to be taxed as a corporation.
4.2 Tax Filings
The Member is responsible for ensuring all required tax filings, including federal, state, and local taxes, are completed in a timely manner.
4.3 Compliance with Laws
The Company shall comply with all applicable federal, state, and local laws, including obtaining any necessary business licenses or permits required for operation.
Article 5 – Liability Protections and Indemnification
5.1 Limited Liability of the Member
The Member shall not be personally liable for the debts, obligations, or liabilities of the Company. The Company shall be solely responsible for its debts and liabilities.
5.2 Indemnification
The Company shall indemnify and hold the Member harmless from any claims, liabilities, damages, or expenses arising from the operations of the business, except in cases of fraud, gross negligence, or willful misconduct by the Member.
5.3 Separation of Business and Personal Assets
The Company shall maintain separate financial records and accounts from the Member’s personal accounts. Personal assets shall not be used to satisfy Company debts.
Article 6 – Dissolution and Termination
6.1 Dissolution Events
The Company may be dissolved upon the occurrence of any of the following events:
1. The written decision of the Member to dissolve the Company.
2. The death or incapacitation of the Member, unless succession provisions are in place.
3. A court order requiring dissolution.
6.2 Winding Up
Upon dissolution, the Company’s assets shall be liquidated, outstanding debts paid, and any remaining funds distributed to the Member.
6.3 Filing of Dissolution Documents
The Member shall ensure all required legal documents for dissolution are properly filed with the State of Oklahoma.
Article 7 – Amendments
7.1 Amendment Process
This Agreement may be amended at any time by the Member, provided that such amendments are documented in writing and signed by the Member.
Article 8 – Miscellaneous Provisions
8.1 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oklahoma.
8.2 Severability
If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.3 Entire Agreement
This Agreement constitutes the entire agreement between the Member and the Company, superseding any prior agreements or understandings.
8.4 Execution
IN WITNESS WHEREOF, the Member has executed this Operating Agreement as of the 13th day of February, 2025.
COPYRIGHT AGREEMENT
OF
WADE FALL LLC
This Copyright Agreement ("Agreement") is made and entered into as of the 1st day of January, 2019, by and between Wade Fall LLC (the "Company"), owned and operated by Nathaniel Wade ("Owner"), and any party engaging with the Company’s copyrighted works.
Article 1 – Ownership of Copyright
1.1 Ownership
All photographs, images, digital works, and any other creative content ("Works") produced, created, or captured by Wade Fall LLC are the exclusive intellectual property of the Company. This includes but is not limited to:
• Travel and nature photography
• Commercial and editorial photography
• Digital and print images
• Any derivative works or modifications
1.2 Automatic Copyright Protection
Under the United States Copyright Act (17 U.S.C. § 101 et seq.), copyright protection applies immediately upon creation of the Works, regardless of formal registration. Wade Fall LLC retains all rights to its original content, including reproduction, distribution, display, and licensing.
1.3 Copyright Registration
Although copyright is automatically granted, Wade Fall LLC reserves the right to formally register its Works with the U.S. Copyright Office to enhance legal protection and enforcement capabilities.
Article 2 – Rights and Usage
2.1 Exclusive Rights of Wade Fall LLC
The Company retains the exclusive rights to:
• Reproduce, distribute, and publicly display the Works.
• License or sell the Works to third parties.
• Modify, edit, or create derivative works.
• Enforce copyright protections under applicable laws.
2.2 Licensing and Usage by Third Parties
No individual, business, or entity may use, copy, modify, distribute, or sell any Works without obtaining written permission or a license agreement from Wade Fall LLC.
Licensing terms, if granted, will be specified in a separate Licensing Agreement, which may include:
• Personal Use License (for non-commercial, private usage).
• Commercial Use License (for businesses, brands, or publications).
• Exclusive License (where a client receives sole rights to specific Works).
2.3 Prohibited Uses
Unless explicitly authorized, the following actions are strictly prohibited:
• Unauthorized reproduction or distribution.
• Use of Works for commercial purposes without a valid license.
• Alteration, editing, or modification of the Works.
• Use in illegal, defamatory, or unethical contexts.
Article 3 – Compensation and Royalties
3.1 Compensation for Licensing
All licensed uses of Wade Fall LLC’s Works require compensation as outlined in individual Licensing Agreements. Fees may include:
• One-time licensing fees for specific uses.
• Royalty-based compensation, where Wade Fall LLC receives a percentage of profits from licensed Works.
3.2 Unauthorized Use Fees
Unauthorized use of any Works will result in:
•A minimum usage fee equivalent to the highest commercial licensing rate.
• Possible legal action, including copyright infringement claims and monetary damages.
Article 4 – Enforcement and Copyright Protection
4.1 Monitoring and Enforcement
Wade Fall LLC actively monitors for unauthorized use of its Works. The Company reserves the right to:
• Issue cease and desist notices for copyright violations.
• Seek financial damages for unauthorized use.
• Pursue legal action against infringers.
4.2 Digital Rights Management (DRM)
The Company may implement watermarks, metadata tracking, and digital protection measures to prevent unauthorized duplication or alteration of Works.
4.3 Copyright Infringement Claims
If unauthorized use is discovered, Wade Fall LLC may take one or more of the following actions:
1. Issue a formal takedown notice under the Digital Millennium Copyright Act (DMCA).
2. Demand payment for unauthorized use, based on standard licensing fees.
3. Pursue litigation, seeking damages and legal fees.
Article 5 – Terms and Termination
5.1 Duration of Copyright Protection
Copyright protection for all Works extends for the lifetime of Nathan Wade plus 70 years, as per U.S. copyright law.
5.2 Termination of Rights
No third-party licensee may claim continued rights beyond the expiration of their agreed-upon licensing term. Wade Fall LLC retains the right to revoke licenses if terms are violated.
Article 6 – Governing Law and Dispute Resolution
6.1 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Oklahoma.
6.2 Dispute Resolution
Any disputes arising from copyright claims shall be:
• First addressed through negotiation or mediation.
• If unresolved, escalated to litigation in an Oklahoma court of law.
Article 7 – Amendments and Miscellaneous
7.1 Amendment Rights
Wade Fall LLC reserves the right to amend this Agreement as necessary. All amendments will be effective upon written notice.
7.2 Severability Clause
If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force.
7.3 Entire Agreement
This Agreement constitutes the entire understanding between Wade Fall LLC and any party engaging with its copyrighted Works.
Article 8 – Unauthorized Use in Legal Proceedings
8.1 Restriction on Legal Use
No individual, business, attorney, law enforcement agency, or court may use, submit, or present any copyrighted Works of Wade Fall LLC as evidence in any legal proceeding without obtaining written authorization from Nathan Wade, Owner of Wade Fall LLC.
8.2 Authentication Requirement
If a third party intends to use Wade Fall LLC’s copyrighted Works in a court of law, they must:
1. Submit a formal request for authentication to Wade Fall LLC.
2. Obtain a licensing agreement or written consent outlining the scope of use.
3. Ensure the integrity of the material is maintained and is not altered or misrepresented.
Failure to comply with this authentication requirement constitutes unauthorized use and may lead to legal action.
8.3 Unauthorized Use Consequences
If any party submits Wade Fall LLC’s copyrighted Works in a legal case without authorization, the Company reserves the right to:
• Challenge the admissibility of the evidence in court.
• Issue a cease and desist order against the unauthorized party.
• Seek monetary damages for copyright infringement.
• Pursue legal action, including filing a lawsuit for unauthorized use of intellectual property.
8.4 Legal Rights and Enforcement
Wade Fall LLC retains all rights to enforce copyright protections under:
• The United States Copyright Act (17 U.S.C. § 101 et seq.)
• The Digital Millennium Copyright Act (DMCA)
• Any other applicable intellectual property laws
Signed and Agreed Upon by:
Nathaniel Wade
Owner, CEO, & Sole Member of:
Wade Fall LLC