This Agreement shall become effective upon the date of Client confirming this session by completing the checkout process.
1. Scope of Mini Session
The mini session includes:
15-minute session beginning at selected time
10 professional, edited images delivered to Client in online gallery;
Mini session will take place on the date and time Client has chosen on the online form.
2. Fee & Retainer
Client shall reserve the time and date of services by signing and returning this contract along with payment of the full, non-refundable fee. No mini session date and time is reserved until this Agreement is completed and the full fee is received. In the event Client fails to remit payment as specified, Photographer shall have the right to immediately terminate this Agreement with no further obligation, retain any monies already paid as liquidated damages, and may not remit all final, edited photographs to Client.
3. Coverage
Session coverage starts when the exact time of the mini session is set to begin, and the time ends when 15 minutes have elapsed. Clients shall arrive at least 10 minutes prior to session.
In the event Client is late to the session, Photographer is not responsible for extending his/her coverage. If Client is more than 10 minutes late, the session will be cancelled and is non-refundable and non-transferable.
4. Cancellation of Mini Session by Client
If Client cancels the mini session, the fee is non-refundable, and credit will not be applied to the client account. In the event Client cannot make the session time, he/she may sell the time slot to another person with the consent of Photographer. Rescheduling of a mini session by a Client is not permitted under any circumstance.
5. Image Processing, Retouching, and Edits
Photographer will only deliver high-resolution, edited .jpeg images to Client and will not send original RAW files to Client under any circumstance. Unless agreed upon prior to any editing work, high-resolution photos may contain a mixture of color, black and white, and selective color images.
Photographer enhances photos through corrections to contrast, lighting, and color. Photographer does not change any inherent qualities of a person, as it is considered a “cosmetic edit.” Cosmetic edits include, but are not limited to, removing unwanted facial hair, removing blemishes, removing wrinkles, removing unflattering parts of the body, changing hair color, changing shape of nose/eyes/body, adding in sky or clouds, etc. Photographer suggests avoiding large logos, characters, writing, or other distracting elements on clothing. Client understands and agrees that clothing is his/her responsibility and will relieve and hold Photographer harmless for any issues related to clothing and attire in the photos.
6. Poses and Selection of Delivered Images
Client understands and agrees that Photographer will use every reasonable effort to take requested pictures, but no specific pose or photograph can be promised due to the unique nature of the session and unforeseen circumstances. Any lists supplied by Client will be used for organizational purposes only. Due to the nature of mini session, Client understands that Photographer will limit the number of poses and will only take limited candid photos as time allows. Photographer reserves the right to edit and release only the images that are deemed professional in quality and within Photographer’s standards. Such selection shall constitute all images that will be made available to Client.
7. Delivery of Images and Online Galleries
All photos will be distributed to Client through an online gallery within 2-3 weeks of the mini session date. Photographer shall provide Client with 10 photos. Client will be able to download the full gallery as well as individual photos onto a computer and/or smart phone.
The online gallery and link will be available to Client for 12 months. Client is responsible for archiving all photos pursuant to Section 12.
8. Artistic Style
Client has spent a satisfactory amount of time reviewing Photographer’s work and have a reasonable expectation that the images delivered will be in a similar manner and style as indicated on Photographer’s website, social media, and galleries. Client understands and agrees that (1) Photography is a subjective art and Photographer has a unique vision, with an ever-evolving style and technique; (2) Photographer shall have final say regarding the aesthetic judgment and artistic quality of the images; (3) Dissatisfaction with aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
9. Pet Clause
Client and Client’s agents understand and agree they have read and will abide by all location rules and guidelines; including, but not limited to, all “off leash” rules, waste pickup & disposal, fines and fees, etc. for all pets (dogs, cats, reptiles, etc.) included in the photography session. Client shall not include any pets considered dangerous (such as domestic animals with a history of bite behavior, exotic pets, etc.) without proper disclosure to Photographer regarding necessary safety precautions and handling procedures prior to the session date. Photographer reserves the right to refuse entrance of any animal to a photography session.
Client additionally understands and agrees that it has the sole responsibility to maintain control over any pet included in the session. Client is fully responsible to provide a third party at the session as a caretaker for the pet. If Client cannot maintain control over the pet or the pet becomes overly disruptive, disobedient, or otherwise harmful to the progress of the photography session, Photographer is not responsible for adding additional coverage. Client agrees to relieve and hold Company harmless as a result of incomplete photography coverage due to behavior or activities of a pet.
Client understands and agrees that Photographer shall not be liable under this Agreement to Client, and Client shall indemnify and hold Photographer harmless to any other third party, for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any allowance of a pet at a photography session.
10. Inclement Weather
If, in the opinion of the Photographer, inclement weather or other adverse conditions prevent the creation of a successful mini session to the artistic standards of Photographer, Photographer may elect to use an alternate location or to reschedule the mini session. Photographer will notify the Client at least 24 hours in advance and will base its decision off local weather forecasts. Photographer’s policy is that if it is a 50% chance of rain or more, the session can be rescheduled. If the chance of rain is less than 50%, Photographer will keep the date and time of the mini session.
11. Model Release
This Agreement serves as a model release for all subjects in the photographs, giving Photographer the irrevocable right to use the photographs in all forms and in all media and in all manners, without any restriction as to changes or alterations, for advertising, trade, promotion, exhibition, or any other lawful purposes. Photographer can grant use of the images to third parties and all compensation for use and credit for the images remain the property of Photographer. Client waives any right to inspect or approve the photograph(s), finished version(s) incorporating the photograph(s), or the use to which it may be applied, including written copy that may be created and appear in connection therewith. This release is binding on the Client, Client’s agents, their legal representatives, heirs, and assigns.
12. Photo Distribution and Archiving
Upon receipt of photos via online gallery, Client accepts all responsibility for archiving and protecting the Client’s photographs. Photographer keeps copies of edited .jpeg images for approximately 12 months but does not permanently archive all image files. Photographer is not responsible for the life span of any digital media provided or for any future changes in digital technology or media readers that might result in an inability to read discs provided. It is Client’s responsibility to make sure that digital files are copied to new media and external hard drives as required. In the event Client asks Photographer to unarchive photos and reupload to an online gallery and the photos are still retrievable by Photographer; an additional unarchiving fee of $250.00 will apply.
13. Reproduction
A limited, personal photo release of the images is granted by Photographer to Client, which allows the Client and Client’s agents, including family and friends, the right to reproduce the images provided for personal use only and does not allow the photos to be altered, sold or published, including, but not limited to, entering into contests or submitting to online blogs or publications, without the express written consent of Photographer. Client and Client’s agents, including family and friends, further agree not to supply images to any third parties without the express written consent of Photographer.
14. Venue and Location Limitations
If mini sessions take place on private property, the Photographer is limited by the rules and guidelines of the venue/location. Photographer will abide strictly by the rules and standards of the venue/location owners regarding camera placement, prop set-up, décor placement, and site access and use, including rules regarding pets. Client agrees to accept the technical results of the venue’s imposition on Photographer and will hold Photographer harmless for any photo obstruction due to venue limitations.
15. Harassment
Client shall ensure the appropriate behavior of all people at the mini session. In the event Photographer or any of its agents experience any inappropriate, threatening, hostile or offensive behavior from any person at the mini session (including, but not limited to, unwelcome sexual advances and verbal or physical conduct of a sexual nature), Photographer will terminate coverage immediately and leave the mini session. Photographer shall be entitled to retain all monies paid and Client agrees to relieve and hold Photographer harmless as a result of incomplete photography coverage.
16. Safe Working Environment
Client understands and agrees that Photographer maintains a safe work environment at all times and complies with all health and safety laws, directives and rules and regulations. Client further understands and agrees that during the mini session Client and Client’s agents shall not carry weapons or firearms, be exposed to severe illness, or request the Photographer to do anything illegal or unsafe. Further, Photographer will not provide services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. In the event any of these circumstances arise, Photographer reserves the right to reschedule the mini session or end service coverage immediately during the session. Photographer shall be entitled to retain all monies paid and Client agrees to relieve and hold Photographer harmless as a result of incomplete photography coverage.
17. Indemnification
Client shall indemnify, release, discharge and hold harmless Photographer, its heirs, legal representatives, assigns, employees or any persons or corporations acting under permission or authority of the Photographer against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by Photographer or awarded against Photographer in a final, non-appealable judgment, administrative proceeding, or any alternative dispute resolution proceeding, arising out of any third-party claim alleging:
(a) breach or non-fulfillment of any representation, warranty, or covenant under/representation or warranty in this Agreement;
(b) any negligent or more culpable act or omission of Client or his/her agents (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement;
(c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Client or his/her agents (including any reckless or willful misconduct);
(d) any failure by Client to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement; or
(e) the use of the likenesses of anyone captured in the images or any distortion, blurring or alteration that may occur or be produced in the taking, processing or reproduction of the photographs.
18. Maximum Damages
The sole remedy for any actions or claims shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.
19. Limitation of Liability
If, during the mini session and/or before the image(s) are delivered to Client, the media has been lost, stolen, or is unusable because of defect, damage, equipment malfunction, processing, or other technical error caused by Photographer or by forces outside the control of Photographer, Client agrees to relieve and hold Photographer harmless and will not impose any additional liability. Liability for a partial loss of photographs shall be prorated by Photographer based on the percentage of total.
In no event shall Photographer be liable under this Agreement to Client or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
20. Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure
events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within [5 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 15 days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice. The retainer and all other payments made by Client up to the date of Notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be credited to Client’s account and must be used within 3 months from the date of Notice of the Force Majeure Event.
21. Cancellation of Services by Photographer
In the event Photographer determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:
Immediately give notice to Client;
Attempt to find another competent professional to take its place with the mutual agreement of Client;
If another competent professional is not available or Client does not agree to transfer of obligations to said alternate professional, Photographer will issue a refund or credit based on a reasonably accurate percentage of services rendered; and
Excuse Client of any further performance and/or payment obligations under this Agreement.
22. Sales Tax
Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Client and remitted by Photographer. All sales tax will be included on invoices.
23. Entire Agreement
This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by all Parties, and physically attached to the original agreement.
24. Venue and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a court of competent jurisdiction located in Hoke County, North Carolina. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement become necessary.
25. Arbitration
Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Hoke County, North Carolina], unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
26. Severability & No Waiver
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.
27. Transfer
This Agreement cannot be transferred or assigned to any third party by either the Photographer or Client without written consent of all Parties.
28. Headings
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
29. Notice
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Photographer’s Email: tnphoto.co@gmail.com ; Client’s Email: kristin.holler@gmail.com
30. Facsimile Signature
The Parties agree that a facsimile copy (electronic copy) of this Agreement, may be used as the original and shall be deemed valid.
31. Signature
Client has read, understands, and agrees to the terms and conditions of this Agreement by signing below.