Location & Delivery of Services

Location. Provider shall deliver Services to Client virtually

Delivery of Services. Provider will provide all Services by  unless otherwise specified in this Agreement. 

Cost, Fees and Payment

Cost. The total cost ("Total Cost") for all Services is due in full by the agreed upon start date. Client shall pay the Total Cost to Provider as follows:

The first payment 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.

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.

Intellectual Property

Copyright Ownership.  In the event that any copyrighted work(s) are created as a result of the Services provided by Provider in accordance with this Agreement, Provider owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Provider and may be used in the reasonable course of Provider business.

Permitted Uses of Product(s). Provider grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Provider with attribution each time Client uses Provider's property. Personal use includes, but is not limited to, use within the following contexts:

1. In photos on Client’s personal social media pages or profiles; or

2. In personal creations, such as a scrapbook or personal gift; or

3. In personal communications, such as a family newsletter or email or holiday card.

Artistic Release

Style. Client has spent a satisfactory amount of time reviewing Provider's work and has a reasonable expectation that Provider will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

 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:

1. Every client is different, with different tastes, budgets, and needs;

2. Provider services are often a subjective art and Provider has a unique vision, with an ever-evolving style and technique;

3. Provider will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;

4. Although Provider

5. will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Provider shall have final say regarding the aesthetic judgment and artistic quality of the Services;

6. Dissatisfaction with Provider's aesthetic judgment 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, Client shall  provide notice to Provider as soon as possible via the Notice provisions detailed in this Agreement. 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.  Client is not relieved of any payment obligations for cancelled Services, rescheduled Services, failing to respond to communications from the Provider 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.   For instance, if Provider is able to secure another, unrelated client for  , then Provider may choose, at its sole discretion, to excuse all (or a portion of) Client's outstanding balance of the Total Cost. 

Impossibility

Force Majeure. Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:

1. A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or

2. War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or

3. Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

Failure to Perform Services. In the event Provider cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

1. Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and

2. Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and

3. Excuse Client of any further performance and/or payment obligations in this Agreement.

Appropriate Conduct/ Safe Working Environment.

Project: 

The Client(s) expressly agree(s) to take best efforts to provide [Provider] and Provider’s staff with safe and appropriate working conditions. In the event of circumstances deemed by either [Provider] or a bystander to present a threat or implied threat of injury or harm to [Provider] staff or equipment, the [Provider] reserves the right to cancel all services remaining under this Agreement and leave if performing services on-location. At the [Provider]’s discretion, the [Provider] may enact a three-strike policy. After the first offense, the [Provider] will make reasonable efforts to notify the Client(s) or a responsible party. If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), [Provider] shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the project. If the behavior occurs a third time, the [Provider] will immediately leave the project. If the [Provider] leaves the project early due to any offending behavior, the Client(s) expressly agree to relieve and hold [Provider] harmless as a result of incomplete project coverage, or for a lapse in the quality of the [Provider’s] work, and the Client(s) shall be responsible for payment in full. 

Non Project:

The Client(s) expressly agree(s) to take best efforts to provide [Provider] and Provider’s staff with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to [Provider] staff, [Provider] will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, [Provider] shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold [Provider] harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of the [Provider’s]work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether [Provider] resumes work detailed in this Agreement

General Provisions

Governing Law. The laws of   govern 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. 

Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to the   and 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.