Photography Services Agreement

1. Engagement of Photographer

1.1 Services. Subject to the terms set out herein, Client engages Photographer to provide, and Photographer agrees to provide, the photography services described in this Section 1.1 (the “Services”).

Description of Services:

The _____ Lab Photo Session
_ included digital photograph downloads
_ photo edits
_-_ raw images
Additional digital photographs are $20 each
Access to prints store
_ Minutes
Session Date: _____
Session Time: _____
Session Location: _____

As part of the Services, the Photographer will produce or take similar action to create materials from Images and provide related deliverables (as set out above) pursuant to the provision of the Services (“Work Product”). “Images” means photographic material, whether still or moving, created by Photographer pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints or digital files, captured, recorded, stored or delivered in any type of analogue, photographic, optical, electronic, magnetic, digital or any other medium.

1.2 Exclusivity. Client acknowledges and agrees that Photographer will be the exclusive provider of the Services, unless otherwise agreed to by the parties in writing.

2. Fees and Payment

2.1 Fees. Client will pay Photographer the fees set out herein in this Section 2.1 (“Fees”), including any applicable federal or state/provincial sales or value-added taxes due on such Fees.

Total Fee for Services: $__.__

2.2 Invoice. Photographer will issue an invoice to Client upon agreement of the Services (“Invoice”). Client agrees to pay all Fees outstanding on or prior to the due dates set out in Section 2.1. Any outstanding balance after the due date will incur a late fee of 20% on the outstanding balance. Client acknowledges that the final amount payable may be subject to change depending on the amount actual expenses incurred. Client confirms and agrees that the final calculations provided in the Invoice, should they be different from the total listed in Section 2.1, will be the final amount payable.

3. Client Responsibilities

3.1 Required Consents. Client will ensure that all required consents, as applicable, have been obtained prior to performance of the Services, including any consents required for the performance of Services and the delivery of Work Product by Photographer and, as applicable, from venues or locales where the Services are to be performed or from attendees or participants of the photo shoot.

3.2 Expenses. Client will provide the means of travel or be responsible for reasonable travel expenses incurred by Photographer that are necessary for the performance of the Services or travel that is otherwise requested by Client where the location of the performance of the Services is not in the city of Austin. Client will be responsible for any other expenses incurred by Photographer that are necessary for the performance of the Services as more particularly set out in Article 2.

3.3 Waiver. Client (on behalf of himself/herself and any other participant whose image or recording may be captured by the Services) hereby waives all rights and claims, and releases Photographer from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, use and exploitation of Images pursuant to this Agreement.

4. Photographer Responsibilities

4.1 Equipment. Client will not be required to supply any photography equipment to Photographer.

4.2 Manner of Service. Photographer will ensure that the Services are performed in a good, expedient, workmanlike and safe manner, and in such a manner as to avoid unreasonable interference with Client’s activities. Photos will be delivered to Client within 30 days of the photo shoot.

4.3 Photography Staff. Photographer will, and will ensure that all Photography Staff (employees, assistants or other parties engaged by Photographer to assist with the Services):

comply with the reasonable directions of Client from time to time regarding the safety of attendees or participants at the photo shoot and applicable health, safety and security requirements of any locations where the Services are provided;
ensure that Work Product meets the specifications set out in Section 1.1 in all material respects.
Photographer will be responsible in every respect for the actions of all Photography Staff.

5. Artistic Release

5.1 Consistency. Photographer will use reasonable efforts to ensure that the Services are produced in a style consistent with Photographer’s current portfolio, and Photographer will use reasonable efforts to consult with Client and incorporate any reasonable suggestions.

5.2 Style. Client acknowledges and agrees that:

Client has reviewed Photographer’s previous work and portfolio and has a reasonable expectation that Photographer will perform the Services in a similar style
Photographer will use its artistic judgement when providing the Services, and shall have final say regarding the aesthetic judgement and artistic quality of the Services; and
Disagreement with Photographer’s aesthetic judgement or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.

6. Term and Termination

6.1 Term. This Agreement will begin on the Effective Date and continue until the latter of (i) the date where all outstanding Fees under this Agreement are paid in full; or (ii) the date where all final Work Product has been delivered (“Term”).

6.2 Cancellation. Client may terminate the Agreement (“Cancellation”) and/or reschedule the Services (“Rescheduling”) by providing Photographer with written notice no later than one day before the original date of the Services (the “Minimum Notice”). Client acknowledges and agrees that Client is not relieved of any payment obligations for Cancellations and Rescheduling unless the Minimum Notice in accordance with this Article 6 is duly provided or unless the parties otherwise agree in writing. Cancellations before the Minimum Notice will receive a 50% refund of fees paid. Cancellations after the Minimum Notice will receive no refund of fees paid.

6.3 Rescheduling. In the event of Rescheduling, Photographer will use commercially reasonable efforts to accommodate Client’s change at no additional charge. If Photographer is not able to accommodate Client’s change despite using commercially reasonable efforts, the parties agree that such Rescheduling will be deemed as Cancellation by Client and that Photographer will be under no obligation to perform the Services other than on the original date of the Services.

6.4 No Refund. Client acknowledges and agrees that Cancellation by Client after the Minimum Notice will not result in a refund of any fees paid on or prior to the date of Cancellation by Client.

6.5 Late Arrivals. In the event that Client arrives late to the Services, the amount of time late may be deducted from the time allotted for the session. Photographer will not provide a refund or other compensation for the time deducted from the session due to late arrival of the Client.

7. Ownership of Work Product by Photographer

7.1 Ownership of Work. Photographer will own all right, title and interest in all Work Product. Client (on behalf of itself and any attendees or participants at the photo shoot) hereby grants Photographer and any of its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sublicensable license to use any materials created by Client or attendees, during the performance of the Services, that may be protected by copyright or any intellectual property rights (“Client Materials”) as part of any Work Product or in connection with the marketing, advertising or promotion of Photographer’s services, including in connection with Photographer’s studio, portfolio, website or social media, in any format or medium. Client acknowledges and affirms that no other person or entity has any rights that may prevent or restrict Photographer from using Client Materials as provided herein.

8. Limited License to Client

8.1 Personal Use. Photographer hereby grants Client a non-exclusive, limited, irrevocable, royalty-free, non-transferable and non-sublicensable license to use Work Product for Client’s Personal Use, provided that Client does not remove any attribution notices or copyright notices included by Photographer in any Work Product. “Personal Use” includes, but is not limited to, use (i) of photos on Client’s personal social media pages or profiles; (ii) in Client’s personal creations, such as scrapbooks, albums or personal gifts; (iii) in non-commercial physical display; and (iv) in personal communications, such as family newsletter, email, or holiday card. Client will not make any other use of the Work Product without Photographer’s prior written consent, including but not limited to use of the Work Product for commercial sale.

9. Indemnity and Limitation of Liability

9.1 Indemnification. Client agrees to indemnify, defend and hold harmless Photographer 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 the Services and or Work Product Photographer provides to Client.

9.2 Force Majeure. Neither party shall be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a “Force Majeure Event”), and the time of performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. If such Force Majeure Event persists for more than 60 days, the party not affected by the Force Majeure Event may terminate the Agreement and any prepaid fees for Services not performed (other than the Retainer) shall be returned within 15 days of the date of termination of the Agreement.

9.3 Failure to Deliver. Photographer shall not be held liable for delays in the delivery of such Work Product, or any Work Product undeliverable, due to technological malfunctions, service interruptions that are beyond the control of Photographer (including as a result of delays in receipt of instructions from Client) and for Work Product that fails to meet the specifications set out in Section 1.1 due to the actions of Client or attendees or participants at the photo shoot that are beyond the control of Photographer (e.g., camera flashes).

9.4 Maximum Liability. Notwithstanding anything to the contrary, Client agrees that Photographer’s maximum liability arising out of or related to the Services or the Work Product shall not exceed the total Fees payable under this Agreement.

10. General

10.1 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:

Photographer’s Email: howdy@saywoofstudio.com
Photographer's Phone: 512-710-7780
Client’s Email: _____
Client's Phone: _____

10.2 Survival. Articles 7, 8, 9 and 10 will survive termination of this Agreement.

10.3 Governing Law. This Agreement will be governed by the laws of the state of Texas.

10.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the parties.

10.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings both formal and informal.

10.6 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction, that provision or part thereof will be severed from this Agreement and the remaining part of such provision and all other provisions will continue in full force and effect.

Terms of Sales

All TERMS OF SALE listed here are applicable to the purchasing of any images, prints, canvases, imaging services, Media and/or other Product(s) available through Say Woof Studio online store. The TERMS OF SALE may not be altered or amended in any way through the use of any other document, such as purchase orders, emails, etc. A separate written agreement between the customer and Say Woof Studio must be validated and signed if any alterations or amendments to the TERMS OF SALE are instituted. In the event of conflict between TERMS OF SALE and provisions stated in the TERMS OF USE, the document TERMS OF SALE will govern control conditions of all Products.

Say Woof Studio facilitates purchasing of Products manufactured through its relationship with its party vendors. Purchasing of these Products, will constitute your personal acknowledgement that through the manufacturing, printing, etc. of these any of the available Media and/or physical medium Products is performed by said vendors, and that Say Woof Studio's role is solely to facilitate and support these vendors for each order pursuant to these TERMS OF SALE.

PRICING & PAYMENT TERMS

Purchasing of Media, Products, and/or Services through Say Woof Studio online store requires that the customer provide valid Payment Information as required by the online store. Say Woof Studio reserves the right to terminate a customer’s order for any and all purchases where we are unable to process your provided Payment Information and you do not provide an alternative payment form upon Say Woof Studio's written request.

The TERMS OF SALE requires the customer agrees to financially reimburse Say Woof Studio for all costs incurred during the collecting of amounts owed by the customer to either Say Woof Studio or third-party vendor including, without limitation, attorneys’ fees and costs of any collection agency used.

The customer is solely responsible for any taxes that they are obligated to pay, or that Say Woof Studio is required to collect related to any purchase of Media and/or Product(s). If you the customer do not pay the required sales and/or other taxes or fees at the time of transaction, you the customer will be solely responsible for the taxes and/or fees if they are later determined to be payable for the sale of Media and/or Product(s). Say Woof Studio reserves the right to collect the taxes and/or related fees at any time during the purchasing process. In certain jurisdictions, Say Woof Studio may be required to collect and subsequently remit sales tax relating to any purchase of Media or Product(s). These taxes shall be then added directly to the purchase price of the Media and/or Product(s) and will be included on the respective invoice and/or receipt.

PHOTO DOWNLOADS; SHIPPING TERMS AND POLICIES

If any digital download of Media and/or Product(s) is included under purchase agreement, or contract, the download will be made available through Say Woof Studio upon receipt of valid Payment Information, or alternatively through an email address provided at the time of purchase. Downloads are only available once, and it is the responsibility of the customer to save the file following download.

If any physical Media and/or Product(s) are purchased, Say Woof Studio will use all commercially reasonable efforts in conjunction with third party vendors to ship all orders for such purchases within the estimated delivery time applicable and chosen by the customer presented at order checkout. The customer will not hold Say Woof Studio reliable for any delays in shipping.

Say Woof Studio and its utilized vendors reserve the right to substitute another carrier of equal or lesser cost to deliver your order at our discretion. The customer accepts all financial responsibility for shipping charges, which will be included, shown, and available for view during the order process. The shipping charge shown during the checkout process is subject to verification and to correction or change without notice. If the actual shipping charge is more than the amount shown in your shopping cart, Say Woof Studio will contact you with the correct shipping costs before processing your order, and the customer will have an opportunity to cancel your order.

REFUND/RETURN POLICY

If the client is not fully satisfied with the work provided by Say Woof Studio, at Say Woof Studio's sole discretion, a partial to full refund for the session may be given depending on the circumstances and on the basis that no products have been downloaded/purchased from Say Woof Studio for that session.

If purchased products (either digital or physical) fail to arrive, are damaged, or otherwise unsatisfactory, please email howdy@saywoofstudio.com. At Say Woof Studio's sole discretion, a partial to full refund may be given depending on the circumstances. No products purchased that arrive in good quality will be accepted as a return.

Refund requests must be made within 7 days of receiving the final product. To request a refund, please email howdy@saywoofstudio.com.

PRODUCT AVAILABILITY AND PRICING

Say Woof Studio and its vendors may revise or discontinue available Media and/or Product(s) at any time without prior notice. It is possible that these Media and/or Product(s) may become unavailable even after an order is place, in which case Say Woof Studio will issue a full refund or replacement depending on the customer’s request. All prices are subject to change without notice.

PRODUCT DESCRIPTIONS, PRICING & ERRORS

Say Woof Studio endeavors to maintain up-to-date and accurate information for all Media and/or Product(s) available through the online store, and strives to eliminate any errors. If any errors are detected, Say Woof Studio encourages the customer to report such issues to howdy@saywoofstudio.com.

Say Woof Studio does not guarantee that all Media and/or Product Descriptions, Photos, Prints, Pricing, or other photographic materials or services are complete, accurate, reliable, current, or error-free. All listed product weights and dimensions are approximate. The customer acknowledges that variation in applicable color and/or brightness can vary depending on type of device used to view the online store, and Say Woof Studio cannot guarantee that your computer will accurately display all Media and/or Product colors and brightness.

Say Woof Studio and its vendors reserve the right to format, manipulate, or modify any Media and/or Product(s) as required to satisfy each respective order. If any Media and/or product purchased by the customer is not as described or pictured, the customer’s sole course of action is to return the Media and/or product in unused condition for a full refund (less original shipping costs) within thirty (30) days of receipt.

In the event of any error, Say Woof Studio reserves the right to remedy and correct such error and charge the correct price for the customer purchased Media and/or Product(s) or cancel the order. The customer’s sole course of action in event of such error is to cancel the order.