Policies & Legal v1.2.0

Pre-Project Consultation

The Contractor shall provide the Client with one thirty to sixty-minute pre-service consultation. The Parties shall agree on an acceptable date and time for conducting the pre-service consultation. Still, the manner by which the consultation shall be conducted shall be at the Contractor's discretion. This consultation is usually conducted via phone, video chat, or in person. This consultation may be scheduled no later than a week or more before the event.

Cost

The total cost of all Services the Contractor agrees to provide to the Client is on an agreed basis in addition to (the "Total Cost"). The total cost includes contractor's services, setup time, travel and out-of-pocket expenses, software licenses, administrative fees, assistance, subcontractor costs, and additional costs during an ongoing project.

Fees

The contractor's compensation is determined on a per-project basis, as outlined in the estimate provided to the Client.

Late Fees

If the Contractor does not receive payment from the Client within fourteen calendar days of any payment date, the Client will be charged a late fee of 1.5% of the outstanding amount per day that the Contractor does not receive it.

• For example: The Client owes the Contractor $1000 due on April 1 and fails to pay by April 14th. On April 15th, the Client owes the Contractor $1015. On April 16th, the Client owes the Contractor $1030.23. On April 17th, the Client owes the Contractor $1045.68, and so on.

Expenses

Any expenses incurred by the Contractor while providing the Client with Services will be invoiced to the Client promptly. The Client is responsible for paying for and delivering any third-party software licenses or products the Contractor wishes to utilize. At the Contractor's discretion, the Contractor will make reasonable efforts to integrate the Client's suggested software or products.

Account Access

The Client shall provide the Contractor access to the accounts no later than 48 hours before the day after the day of service. Via: [Software / Email]

Confidentiality

Parties will treat and hold all information about this Agreement and the Services provided. The Parties' businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party. They will remain bound to the Confidentiality provision of this Agreement.

Confidential information (herein "Confidential Information") means information that is of value to its owner and is treated as proprietary or confidential, including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times, neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties concerning any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully obtained from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Relationships of the Parties

The Contractor and any related sub-contractors are not employees, partners, or members of the Client's company or organization. The Contractor has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. The Contractor can hire assistants, subcontractors, or employees to provide the Client with its Services. Parties are individually and separately responsible for their business operation and expenses, including securing or paying licensing fees, insurance, taxes (including FICA), registrations, or permits. The Client is not responsible for paying the Contractor for any benefits, Worker's Compensation, insurance, or unemployment fees.

Intellectual Property

The Contractor retains its copyright ownership in any and all designs pursuant to federal copyright law (Chapter 17, Section 201-02 of the United States Code.) Any and all work produced in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by the Contractor. The Contractor grants Client a nontransferable, non-exclusive, royalty-free license of photos produced with and for Client for the specific purpose agreed to in the licensing agreement. Any unauthorized use of the design, such as using the design for purposes other than those specified herein, will result in additional fees and/or royalty payments to the Contractor.

Parties own their respective trademarks and intellectual property used in the standard and separate course of their business and agree not to infringe upon or otherwise use each other's respective intellectual property except when providing Client with its Services.

Style Release

The Client has spent satisfactory time reviewing the Contractor's work and reasonably expects that the Contractor's Services will produce a similar outcome and result for the Client. The Contractor will use reasonable efforts to ensure the Client's services are carried out in a style and manner consistent with the Contractor's current portfolio and services. The Contractor will try to incorporate any suggestions the Client makes. However, the Client understands and agrees that:

• Every client and final delivery is different, with different tastes, budgets, and needs;
• Photography is a subjective service, and the Contractor is a provider with a unique vision and an ever-evolving style and technique;
• Contractor will use his judgment to create favorable results for Client, which may not include strict adherence to Client's suggestions;
• Dissatisfaction with the Contractor's independent judgment or individual management style is not a valid reason for terminating this Agreement or requesting any monies returned.

Limit of Liability

Client agrees that the maximum amount of damages he/she/they are entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor's total cost as outlined in this Agreement.

Indemnification

Client agrees to indemnify and hold harmless Contractor and its employees, agents, and independent contractors for any injury, property damage, liability, claim, or other cause of action arising from or related to Services provided herein.

Assumption of Risk

Client and related parties/participants expressly assume any risk of photography and related activities as described herein.

Non-Disparagement

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

Cancellations & Rescheduling

If the Client desires to cancel or reschedule Services, the following policies apply:

• More than 30 days before service: Full refund minus 10% administrative fee
• 15-30 days before service: 50% refund of deposit
• Less than 15 days before service: No refund; deposit forfeited
• Rescheduling: First reschedule free if more than 30 days notice; subsequent reschedules subject to availability and $100 fee

The Contractor reserves the right to cancel services due to equipment failure, illness, or force majeure with full refund and assistance finding alternative providers.

Force Majeure

Either party may choose to be excused from further performance obligations in the event of a disastrous occurrence beyond their control including but not limited to: natural disasters, pandemics, government orders, acts of war, terrorism, extreme weather, venue closures, or transportation failures. In such cases, deposits may be applied to rescheduled dates or refunded at the Contractor's discretion.

No-Shows

Suppose it becomes impossible for the Contractor to render Services due to the fault of the Client or related parties (failure to appear, denial of venue access, inadequate preparation, intoxication, or safety concerns). In that case, the Contractor may elect to leave the service location without rendering Services, and no refund will be issued. The Client remains responsible for full payment as outlined in the contract.

Governing Law

The laws of the United States and the jurisdiction of Pennsylvania govern all matters arising under this Agreement. Any disputes shall be resolved through mediation or binding arbitration in Allegheny County, Pennsylvania, before resorting to litigation. Each party is responsible for their own legal fees unless otherwise awarded by a court or arbitrator.

Notice

Parties shall provide adequate notice ("Notice") to each other, including any payments, invoices, contract amendments, or formal communications, via email to the addresses specified in the project agreement. Notice is considered delivered when sent via email with read receipt or 3 business days after mailing via certified mail. Emergency communications may be made via phone with follow-up written confirmation.

Severability

If any portion of this Agreement is deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties agree to replace any invalid provision with a valid provision that most closely approximates the original intent.

Amendments

The parties may amend this Agreement only by written agreement signed by both parties with proper Notice. Verbal agreements or email discussions do not constitute amendments unless formalized in writing. Project-specific addendums may be created for individual engagements while maintaining these general terms.

Assignments

Unless otherwise provided herein, neither party may assign or subcontract any rights or obligations under this Agreement without proper Notice and written consent from the other party. The Contractor may use assistant photographers or subcontractors as needed to fulfill services, maintaining quality standards and confidentiality. Clients may not transfer service agreements to third parties without Contractor approval.