Terms of Agreement
Event is on October 10, 2020 at The Canopy Hotel
Parties:
Known as "Provider"
Danielle Marie Photography
Danielle@photographybydaniellemarie.com
(805) 559-4624
and
Known as "Client"
Crystal Calhoun and Drew Latham
crystalanddrew@gmail.com
(830) 370-2630
Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties."
Purpose of the Agreement
Client wishes to hire Provider to provide services relating to Client’s as detailed in this Agreement. Provider has agreed to provide such services according to the terms of this Agreement.
Terms
Services
Provider shall provide Client with the following services and/or products ("Services"):
Location and Delivery of Services
Location. Provider shall be present to provider Services to Client at the following location(s):
The Canopy Hotel
Delivery of Services. Provider will provide 75 high resolution and artistically edited images to Client by October 30, 2020. Delivery of the product images will be sent to Client in the format of a gallery download from Pixieset.
Cost, Fees and Payment
Cost. The total cost ("Total Cost") for all Services (included shooting and post editing) is due in full by October 9, 2020. Client shall pay the Total Cost to Provider as follows:
The first 50% of payment is due at time of reservation, this is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Provider for committing to provide the Services and turning down other potential projects/clients.
The second payment due is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Provider for committing to provide the Services and turning down other potential projects/clients.
Time. will be present at for the following date October 10, 2020 and times discussed.
Exclusivity
Exclusivity. Client understands and agrees that he or she has hired Provider exclusive of any other service provider. In order to provide a high level of satisfaction and quality of service, no other service providers, other than any assistant or third party that Provider hires to complete the Services outlined in this Agreement, are permitted to provide the same or similar services or products, paid or unpaid, at the locations and dates specified in this Agreement.
Client Usage
Client Usage. Commercial Use License. Client is purchasing from Provider high-resolution un-watermarked digital files and Provider is issuing to Client as exclusive and perpetual license for Client's commercial use of the digital file in the normal course of Client's business, including, but not limited to, advertising, marketing, or other promotions, or on Client's website, blog, or social media platforms. Client understands that the digital files are meant for print and online marketing and advertising materials or campaigns. The digital files may not be altered, edited or manipulate in any way, except that Client may add their business name, logo, website, or other advertising or marketing campaign text to the digital files so long as it does not affect the elements of the image as styled by Provider.
Artistic Release
Consistency. Provider will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Provider current portfolio and Provider will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:
- services are often a subjective art and Provider has a unique vision, with an ever-evolving style and technique;
- Provider will use its artistic judgement when providing Services for Client, which will do its best to adhere to Client’s suggestions. Provider will first capture desired client look, as outlined in shot book, but will have freedom to capture alternates photos aligned with Provider’s vision if time permits;
- Dissatisfaction with Provider’s aesthetic judgement or artistic ability, are not valid reasons for termination of this Agreement or request of any monies returned.
Limit of Liability
Maximum Damages. Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Provider.
Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Provider shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.
Indemnification. Client agrees to indemnify, defend and hold harmless Provider and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Provider provides to Client.
Cancellation, Rescheduling and No-Shows
Cancellation, Rescheduling of Services or No-Show Client. If Client desires to cancel Services, reschedule Services, or if it becomes impossible for Provider to render Services due to the fault of the Client or parties related to Client, such as failure of the to occur or failure of one or more essential parties to the show up in a timely manner, Client shall provide notice to Provider as soon as possible via the Notice provisions detailed in this Agreement. If notice is given fewer than 4 days in advance of the Service, Provider has no obligation to attempt to re-book further Services to fill the void created by Client’s cancellation, rescheduling, no-show or if it becomes impossible for Provider to provide the Services due to the fault of Client (or parties related to Client), and Provider will not be obligated to refund any monies Client has previously paid towards the Total Cost. If notice is given fewer than 4 days in advance of the Service, Client is not relieved of any payment obligations for cancelled Services, rescheduled Services, failing to show up for the or should it become impossible for Provider to provide the services due to the fault of Client (or parties related to Client) unless the Parties otherwise agree in writing.
Impossibility
10.Force Majeure and Safe Environment
10-1. If Photographer cannot perform or believes it may not be able to perform this Agreement in whole or in part due to a fire, natural disaster, act of war or terrorism (domestic or foreign), epidemic or pandemic (including COVID-19), action of any governmental authority (including a Government Order as defined in Section 7.3), national or regional emergency, other casualty, act of God, or other cause beyond the control of the parties or due to Photographer’s illness or injury, whether or not foreseeable (“Force Majeure Event”), then Photographer will give notice to the Client as soon as reasonably practicable after Photographer determines that a Force Majeure Event will or may prevent Photographer from performing under this Agreement. Photographer shall have no obligation to perform under this Agreement and no liability for delays or failures to perform due to a Force Majeure Event, but Photographer may, in Photographer’s discretion, work with the Client to find an alternative date for the Event that is suitable to both Client and Photographer. To the extent the Parties cannot agree on a suitable replacement date consistent with Photographer’s availability, Photographer may also, in its sole discretion, refund fees paid to Photographer under the Agreement, less any amounts necessary to cover expenses and work (based on time spent by Photographer) already performed by Photographer related to the Event, including, but not limited to, pre-wedding communications, development of timelines, and preparation of gear for the Event (the “Refund Amount”). In the case of a Force Majeure Event, Photographer shall have no additional liability to Client with respect to this Agreement beyond that described in this Section and below.
10.2 In the case of a Force Majeure Event that impacts the Photographer individually, but does not otherwise impact the Event, including, but not limited to, illness or injury to Photographer, Photographer shall make reasonable efforts to suggest a replacement photographer for the Event. Should Client not accept a replacement photographer selected by Photographer to perform Photographer’s obligations under the Agreement, Photographer shall refund the Refund Amount and shall have no further obligation to perform under the Agreement.
10.3 Client understands that Photographer works to maintain a safe work environment, including but not limited to, complying with applicable governmental laws, directives, orders, and regulations (each a “Governmental Order”). Client further understands and agrees that Photographer shall not be required to perform under this Agreement if the Event is held in violation of a Governmental Order or Photographer’s participation in the Event would violate a Governmental Order. Client also understands and agrees that Photographer is not obligated to continue to perform under this Agreement if Photographer’s personal safety or well-being has been or will be comprised or threatened at the Event, including, but not limited to, as a result of the condition of the venue for the Event, or the conduct of an attendee of the Event.
General Provisions
Governing Law. The laws ofgovern all matters arising out of or relating to this Agreement, including torts.
Severability. If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
- Provider's Email: danielle@photographybydaniellemarie.com
- Client Email: crystalanddrew@gmail.com
Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to theand Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendment. The parties may amend this Agreement only by the parties’ written consent via proper Notice.
