SHOOT DURATION UP TO 30 MINS.
UP TO 2 LOOKS SHOT.
A TOTAL OF 3-5 IMAGES EDITED.
Please take time to go over the terms and agreements for this package below. Be aware that by purchasing this package, you are willingly and automatically agreeing to these stated terms and conditions. You are purchasing this package and what it entails.
THIS IMAGE IS NOT FOR SALE.
TERMS OR AGREEMENT FOR PURCHASE.
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Photographer to do the following; The Photographer agrees to photograph the Client on the day and time selected, at the given studio location Los Angeles, CA. The Photographer will provide to the Client, the agreed upon number of digital copies of all photos chosen by the Client via email. The Photographer agrees to notify the Client a minimum of 2 days in advance, of any need for a change or reschedule in a shoot date (granted the circumstances are controllable by the Photographer). The Client also agrees to notify the Photographer a minimum of 2 days in advance, of any need for a change or reschedule in a shoot date (granted the circumstances are controllable by the Client).
1.2 Schedule. The Photographer will begin work on the given date and will complete work approximately 7-14 business days after The Client has made their photo selections. Services for editing can be expedited at an additional cost to the Client if needed. (Please inquire about expediting fees if you are interested in this service.)
1.3 Payment. The Client is aware that they are purchasing this package to pre-book and reserve only the time slot selected for this shoot. The Client will pay the Photographer the flat fee for service described in this package selection. Once work commences on this project, any payments made to the Photographer, by the Client are NON-REFUNDABLE.
1.4 Expenses. The Client WILL NOT reimburse the Photographer's expenses for this project.
1.5 Additional Charges and Fees. (i.) If the Client is late for any reason for their appointment/designated time slot to shoot, extra time WILL NOT be allotted to cover the shoot session. There will be a one time late fee of $35.00 that will be charged to the Client, and must be paid before any work is handed over to the Client. This fee is NON-REFUNDABLE. It is advised to arrive between 15-20 mins before your selected shoot session. (ii.) The Client will have to pay a fee to expedite services for this project, if the final images are needed before the approximate turnaround time. Any and all expediting fees must be paid to the Photographer, before any and all work is handed over to the Client. Once this expediting process has commenced, this fee is NON-REFUNDABLE. The turnaround time to expedite work is approximately 2-5 business days. Please inquire about any and all fees for expediting final images. (iii.) If the Client would like to receive additional images from this project, there is a $12 fee charged per additional image to be received. The Client agrees to pay this fee to the Photographer before any work is handed over to the Client. Once the selected images are in the clients pocession, this fee is NON-REFUNDABLE.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Photographer is creating “work product” for the Client. To avoid confusion, work product is the finished/final edited photos provided to The Client. (ANY AND ALL OUTSTANDING FEES MUST BE PAID TO THE PHOTOGRAPHER BEFORE ANY WORK PRODUCT IS HANDED OVER TO THE CLIENT.) Anything that the Photographer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of these terms or after is the property of the Photographer. The Photographer hereby gives the Client this work product once the Client pays for it in full (which includes all fees associated with the period of this project.) The Photographer is giving the Client all of its rights, titles, and interests in and to the work product. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Photographer’s Use Of Work Product. Once the Photographer gives the work product to the Client, the Photographer does not have any rights to it, except those that the Client explicitly gives the Photographer here. The Client gives the Photographer permission to use the work product as part of the Photographer’s portfolio and websites, in galleries, and in other media, so long as it is to showcase the Photographer’s work and not for any other purpose. The Photographer is not allowed to sell or otherwise use the work product to make money or for any other commercial use without the Client’s consent. The Client is not allowed to take back this license, even after this project ends. All work and intellectual property that remains in the Photographer’s archives is the property of the Photographer. Before any rights to these images can be transferred, the Client will pay the Photographer for exclusive rights and ownership to those images.
2.3 Photographer’s Help Securing Ownership. In the future, the Client may need the Photographer’s help to show that the Client owns the work product or to complete the transfer. The Photographer agrees to help with that. For example, the Photographer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Photographer, the Photographer agrees that the Client can act on the Photographer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Photographer after spending reasonable effort trying to do so, the Photographer hereby irrevocably designates and appoints the Client as the Photographer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Photographer and on the Photographer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Photographer’s IP That Is Not Work Product. During the course of this project, the Photographer might use intellectual property that the Photographer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Photographer is not giving the Client this background IP. But, as part of the Contract, the Photographer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 9.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Photographer cannot take back this grant, and this grant does not end when this Agreement is over.
2.5 Photographer’s Right To Use Client IP. The Photographer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Photographer to build a website, the Photographer may have to use the Client’s logo. The Client agrees to let the Photographer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Photographer’s job. Beyond that, the Client is not giving the Photographer any intellectual property rights, unless specifically stated otherwise in this Agreement.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
3.3 Photographer Has Right To Give Client Work Product. The Photographer promises that it owns the work product, that the Photographer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Photographer uses employees or subcontractors, the Photographer also promises that these employees and subcontractors have signed contracts with the Photographer giving the Photographer any rights that the employees or subcontractors have related to the Photographer’s background IP and work product.
3.4 Photographer Will Comply With Laws. The Photographer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
3.5 Work Product Does Not Infringe. The Photographer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Photographer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Photographer has entered into or will enter into with someone else.
3.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Photographer if the Photographer has questions regarding this project, and to provide timely feedback and decisions.
3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Photographer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
4. TERM AND TERMINATION.
This Agreements ends upon the completion of this project, and once the Client has paid the Photographer in full for all services redeemed (where necessary). Either party may end this Agreemnent for any reason by sending an email or letter to the other party know, by informing the recipient that the sender is ending this Agreement and that this Agreement will end in 7 days. This Agreement officially ends once that time has passed and any outstanding fees are paid in full to the Photographer. The party that is ending this Agreement must provide notice by taking the steps explained in Section 9.4. The Photographer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. Any and all fees paid to the Photographer up until this point are NON-REFUNDABLE. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).
5. INDEPENDENT CONTRACTOR.
The Client is purchasing service from the Photographer, an independent contractor. The following statements accurately reflect this relationship: The Photographer will use its own equipment, tools, and material to do the work. (Unless otherwise stated in this contract and agreed upon by the Client and Photographer.) The Client will not control how the job is performed on a day-to-day basis. Rather, the Photographer is responsible for determining when, where, and how it will carry out the work. The Client will not provide the Photographer with any training. The Client and the Photographer do not have a partnership or employer-employee relationship. The Photographer cannot enter into contracts, make promises, or act on behalf of the Client. The Photographer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days). The Photographer is responsible for its own taxes. The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Photographer or any of the Photographer’s employees or subcontractors.
6. CONFIDENTIAL INFORMATION.
6.1 Overview. This Agreement imposes special restrictions on how the Client and the Photographer must handle confidential information. These obligations are explained in this section.
6.2 The Client’s Confidential Information. While working for the Client, the Photographer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Photographer promises to treat this information as if it is the Photographer’s own confidential information. The Photographer may use this information to do its job under this Agreement, but not for anything else. For example, if the Client lets the Photographer use a customer list to send out a newsletter, the Photographer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Photographer written permission to use the information for another purpose, the Photographer may use the information for that purpose, as well. When this Agreement ends, the Photographer must give back or destroy all confidential information, and confirm that it has done so. The Photographer promises that it will not share confidential information with a third party, unless the Client gives the Photographer written permission first. The Photographer must continue to follow these obligations, even after this Agreement ends. The Photographer’s responsibilities only stop if the Photographer can show any of the following: (i) that the information was already public when the Photographer came across it; (ii) the information became public after the Photographer came across it, but not because of anything the Photographer did or didn’t do; (iii) the Photographer already knew the information when the Photographer came across it and the Photographer didn’t have any obligation to keep it secret; (iv) a third party provided the Photographer with the information without requiring that the Photographer keep it a secret; or (v) the Photographer created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Client and the Photographer each have access to confidential information that belongs to third parties. The Client and the Photographer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Photographer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
7. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Photographer or both. For example, if the Client gets sued for something that the Photographer did, then the Photographer may promise to come to the Client’s defense or to reimburse the Client for any losses.
8.2 Client Indemnity. In this Agreement, the Photographer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Photographer has done under this Agreement; (ii) a breach by the Photographer of its obligations under this Agreement; or (iii) a breach by the Photographer of the promises it is making in Section 3 (Representations).
8.3 Photographer Indemnity. In this Contract, the Client agrees to indemnify the Photographer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.
9.1 Assignment. This Agreement applies only to the Client and the Photographer. The Photographer cannot assign its rights or delegate its obligations under this Agreement to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Agreement without the Photographer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Agreement.
9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
9.3 Modification; Waiver. To change anything in this Agreement, the Client and the Photographer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.4 Notices. (a) Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Agreement or to another address that the party has provided in writing as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
9.5 Severability. This section deals with what happens if a portion of this Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of this Agreement is changed or disregarded because it is unenforceable, the rest of this Agreement is still enforceable.
9.6 Signatures. The Client and the Photographer must sign this document willingly. These electronic signatures count as originals for all purposes.
9.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Photographer under this Contract, without regard to conflict of law principles of that state.
9.8 Entire Agreement. This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR PURCHASE OF THIS PACKAGE.