Studio Mini Session Agreement
This Photography Contract (the “Contract”) is between Shannon Roddy Photography LLC (the “Photographer”) and (the “Clients” and each individually, the “Client”). The Photographer and Clients are collectively referred to herein as “parties,” in singular or plural usages, as required by context. Whereas the Clients wish to retain the Photographer for photography services (the “Services”) on and at , as applicable (the “Family Session”), it is agreed as follows:
DATE OF SESSION:
The Services will include the following:
-15 minutes hour of photographic coverage;
-Web gallery to make client selects, order prints, share with friends and family;
-12 high-resolution images to be delivered for digital download seven days following the family session;
-Personal Use, Print Reproduction Authorization
Clients agree to the duration of Services and applicable fees described in Section 3 below and agree that any additional hours of photographic coverage at the Family Session shall be subject to additional fees.
3. RETAINER AND FEES
The total fee for the Services is $375.00, as applicable (the “Total Studio Mini Session Amount”) is due at the signing of this Contract. Clients agree that if amount is not paid in full immediately, such non-payment will be a material breach of this Contract and thereby release Photographer from further performance under this Contract, including, for the avoidance of doubt, photographing the Family Session, and the Retainer, any expenses and other fees paid to date will be nonrefundable.
4. SHOOTING SCHEDULE AND COOPERATION
Photographer will not be liable for any unforeseen circumstances or delays caused by the Clients or Clients’ family, that may affect the Photographer’s ability to capture photographs from the Clients’ request. In the event that Photographer does not deliver a specific image that had been requested, presumed or otherwise, the absence of such image will not be construed a breach of this Contract, and will not result in a refund or credit of any money paid by Clients to Photographer.
5. PHOTOGRAPHIC STYLE
Clients acknowledge that the Services are of a unique and artistic nature, which is constantly evolving. Clients acknowledge that images are edited at the Photographer’s discretion, and that Photographer holds the creative right to edit and release only those meeting Photographer’s artistic standards. All editing will be completed according to the Photographer’s artistic standards, therefore, for the avoidance of doubt, the decision to present an image in color or black and white shall be at the Photographer’s sole discretion. Clients acknowledge that there shall be no changes to images from color to black and white, or vice versa. Some basic retouching is included in the Services, however such basic retouching will be limited to standard color correction , color adjustments and basic cleanups. Requests for additional retouching, including, but not limited to, removal of background objects and people, or otherwise, will be subject to an hourly rate of $35 per hour.
Photographer represents and warrants that Photographer has the required skills and experience to perform the Services, that the Services will be performed in a professional, workmanlike manner with reasonable skill and care and that Photographer will meet accepted industry standards in the delivery of the finished collection of images. Photographer will further comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.
Photographs will be posted online within seven days of the Studio Mini Session date, unless there has occurred an unforeseen emergency or event that would materially interfere with the standard delivery schedule, in which case, every reasonable effort will be made to inform Client as soon as practicable with a new delivery estimate. Acceptance of prints or albums will be deemed a release of all claims against Photographer and the Photographer’s employees, agents, assigns, licensees or legal representatives.
7. INHERENT QUALITIES AND ARCHIVING
Photographer represents and warrants that Photographer only uses professional grade materials. Clients acknowledge that color dyes in albums and prints may fade or discolor over time due to the inherent qualities of dyes, improper storage of albums and prints, or due to any extended exposure to light. Client hereby releases Photographer from any liability for any claims whatsoever based on fading or discoloration due to such inherent qualities or due to any destruction as a result of improper handling. Upon delivery of the digital files, it is the Clients’ responsibility to back-up or archive the digital files. Photographer will not be held responsible for archiving any images following delivery of the digital files. Clients acknowledge that they are fully responsible for saving, archiving, and making copies of all images from their collection for safekeeping, including storage of any printed images, negatives, albums and flash drives.
All images produced in connection with the Services are the copyright of, and shall remain the property of and belong to, in perpetuity, the Photographer, including in the event that the Photographer agrees to any confidentiality agreements with Clients, and it is a criminal offense to copy or reproduce any of the images by any means without permission of the Photographer; provided, however, that if the Clients’ package includes digital images or negatives of the images, the Clients will only then have the right to use images for personal, non-commercial purposes including display on personal websites, personal social media, the reproduction of prints for self and as gifts, and for the publication of Family Session-related announcements or articles. Clients will not permit nor assist in any commercial use or sale of the images without the Photographer’s prior written consent, including in the event that Clients wish to share images with other vendors and third parties, or posting high-resolution images to websites for third parties to download and use. Clients further agree to provide photography credit to “Shannon Roddy Photography” and, where practicable, a hyperlink to Photographer’s business website. In the event that Clients receive interest from a media source regarding publication of the images for a feature, Clients will consult with the Photographer prior to entering into any agreement, whether oral, written or otherwise, with such media source. Photographer reserves the right to refuse permission to publish the images with the media source, provided Photographer supplies a reasonable explanation.
9. MODEL RELEASE
Clients hereby grant to Photographer and its legal representatives and assigns, the irrevocable and unrestricted right to use and publish photographs of the Clients, or in which the Clients’ likenesses may be included for self-promotion and marketing purposes, and any other legal purpose and in any manner and medium; to alter the same without restriction; and to copyright the same. The Clients hereby release Photographer and its legal representatives and assigns from all claims and liability relating to such photographs. Clients hereby waive any right to inspect or approve the photograph(s), finished version(s) incorporating the photograph(s), or the use to which they may be applied, including written copy that may be created and appear in connection therewith. This model release is binding on the Client, their legal representatives, heirs, and assigns. For the avoidance of doubt, this section shall survive any termination of this Contract.
Upon signature of this contract, Shannon Roddy will reserve the date and time agreed upon, and will not make any other reservations for that time and date. As such, Client agrees that, in the event of cancellation by Client, such the fee shall be forfeited by Client and paid to Shannon Roddy as liquidated damages and not as a penalty.
11. ILLNESS OR INJURY
In the unlikely event that Photographer is unable to perform the Services due to illness, injury, health limitations, medical emergency, death or critical injury of an immediate family member, or other unforeseen circumstances beyond Photographer’s control, then responsibility and liability is limited to the return of all fees and this contract will terminate with immediate effect.
12. LIMITATION OF LIABILITY
Photographer’s liability for any claim, breach or damage will be limited to repayment of sums paid by the Clients. In the unlikely event that, through no fault of her own, Photographer’s memory card used to store images taken at the Family Session should become corrupted or damaged, rendering the images stored on the device to become irretrievable and no such comparable images are available from the collection of images, Photographer will issue a refund in an amount to be determined by Photographer at such time based on a professional assessment of, and a reasonable estimation of the quantity of, such lost images from the Family Session, provided, however, that no such refund will in any way be an admission in any form of liability on the part of the Photographer, nor limit the effectiveness of the limitations and provisions of this section. Photographer will not be liable for any claims for emotional distress, consequential damages, loss of profit, loss of enjoyment, lost revenues, replacement costs, compensatory damages and/or punitive damages. No individual working with the Photographer will in any manner be personally liable for any acts or omissions and the Clients hereby waive any rights to seek relief from any such individual. For the avoidance of doubt, this section shall survive any termination of this Contract.
Clients will indemnify and hold harmless the Photographer from any loss, damage or liability resulting from Clients’ violation of the terms of this Contract. The Clients shall indemnify, defend and hold harmless the Photographer, and any of her respective agents, employees, and affiliates, from and against any and all third party claims, losses, liabilities, damages, expenses and costs, including attorneys’ fees and court costs, arising out of the performance of the Services under this Contract, except with respect to damages directly caused by the gross negligence of the Photographer and any of her respective agents, employees, or affiliates. For the avoidance of doubt, the obligations set forth in this section shall survive any termination of this Contract.
14. CONTROLLING LAW / ARBITRATION
The validity, construction and enforceability of this Contract shall be governed in all respects by the laws of the State of New York. Any dispute arising under or in any way related to this Contract shall be submitted to binding arbitration by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration shall be conducted in the State of New York. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in New York County, State of New York. The arbitration shall be binding on the parties and the arbitration award may be confirmed by any court of competent jurisdiction. In the event that litigation results from or arises out of this Contract or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
Except as otherwise provided herein, the terms and conditions of this Contract shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Contract, express or implied, shall confer upon any person or entity not a party to this Contract, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Contract, except as expressly provided in this Contract.
16. AMENDMENT AND WAIVER
This Contract and each provision hereof may be amended, modified, supplemented or waived only by a written document specifically identifying this Contract and duly executed by each party hereto or the authorized representative of such party. Except as expressly provided in this Contract, no course of dealing between the parties hereto and no delay in exercising any right, power or remedy conferred hereby or now or hereafter existing at law, in equity, by statute or otherwise, shall operate as a waiver of, or otherwise prejudice, any such rights, power or remedy.
If any part of this Contract is determined to be void, invalid, inoperative or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, such decision shall not affect any other provisions hereof and the remainder of this Contract shall be effective as though such void, invalid, inoperative or unenforceable provision had not been contained herein.
18. ENTIRE AGREEMENT
This Contract contains the entire understanding between the Photographer and the Clients with respect to the subject matter hereof and supersedes any prior understanding, agreement, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.
19. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Contract may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same document. For the purposes of this Contract, the counterparts of this Contract may be executed and delivered by electronic signatures by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by email, facsimile, pdf signatures, or any other electronic means, as an original.
Furthermore, each of the parties agrees that by selecting the “Sign Contract” button when executing this Contract on the website of Photographer’s chosen service provider for electronic signatures and digital transaction management, such an act constitutes signing this Contract electronically and that such electronic signature (the “E-Signature”) is the legal equivalent of a manual signature on this Contract. By selecting “Sign Contract,” the signing party consents to be legally bound by this Contract’s terms and conditions.
Each Client further represents that he/she is signing in his/her own capacity, whether manually, electronically or by submission of the E-Signature, and represents that he/she is not signing on behalf of the other Client without express, written authorization to do so and with prior written notification to the Photographer of such express, written authorization. The Clients further agree that the use of each Client’s E-Signature constitutes such Client’s agreement to be bound by the terms and conditions of this Contract as they exist on the date of such Client’s E-Signature.