AGREEMENT BETWEEN CAPTURED BY CORBIN PHOTOGRAPHY, LLC AND CLIENT
COMMERCIAL PHOTOGRAPHY AGREEMENT
This Services Agreement (“Agreement”) is entered into by and between CAPTURED BY CORBIN PHOTOGRAPHY, LLC a Iowa Photographer with a primary business address of 23776 Pilot Grove Rd, Epworth, IA(“Photographer”), and (“Client”), each a “Party” and collectively the “Parties.”
For good and valuable consideration, which the Parties acknowledge and agree as follows.
Definitions
The Terms “Photographer,” “photography team,” “us,” “we,” and “our” refer to CAPTURED BY CORBIN PHOTOGRAPHY, LLC and all agents, employees, or other representatives.
The terms “you” and “your” refer to “Client” and all agents, employees, or other representatives.
The term “including” means “including, but not limited to.”
The term “session”, “event”, and “photography session” refers to a hired photographic session for the purposes of taking custom photographs to be scheduled for photographing at Captured by Corbin Photography Studio, 23776 Pilot Grove Rd, Epworth, IA (“Location”) on Scheduled Session Date (“Session Date”).
The terms “agreement” and “contract” refer to this duly executed contractual obligation between parties.
The term “photographs”, “photograph”, “photographic materials” or “images” refer to the digital materials being produced out of this Agreement.
The term “Accounting Point of Contact” refers to the Client’s representative handling all payments under this Agreement. The Accounting Point of Contact’s contact information is as follows: Name, Address, Phone.
Services
Photographer will provide Client with the following services and/or products ("Services"):
$150 (plus sales tax) $160.50
3 digital images with professional retouching
15 minute session
2 outfits & 2 backdrops
Booking and Payment
The Photographer's total price for these services is $160.50 for 3 images (sales tax uncluded)
Option to purchase additional images.
All payments will be invoiced by Photographer to the Accounting Point of Contact and must be paid within thirty (30) calendar dates of invoice date. Photographer will assess an interest rate of 12% per annum, assessed monthly, from first day of missed payment deadline. In the event of any missed payments, all invoices become due immediately, including the remaining unpaid balance of the Total Price under this Agreement. Intellectual property ownership transfer will not execute until the Total Price is paid in full.
At execution of this Agreement, the Photographer will reserve the time and date agreed upon by both parties.
Sales Tax
All charges necessary to obtain a finalized product are subject to Iowa Sales Tax including sitting fees and retouching fees. Any and all high-resolution images purchased on DVD, CD, USB or printed format are subject to Iowa Sales Tax. All photographs obtained via online gallery or website are subject to Iowa sales tax. All photographs accessible via a digital archive or digital slide show for download are subject to Iowa Sales Tax.
Planning Meeting & Requests
Both parties will engage in a pre-session planning by phone at least two (2) calendar weeks prior to session. The pre-session planning meeting worked to finalize the location, aesthetics, styling, and Client's particular requests.
All specific photographic requests must be received by Photographer at least two (2) calendar weeks prior to session.
Cancellation, Reschedule and Late Arrival
If the Client fails to show, provide appropriate access and materials (including but not limited to models, props), the entire Photographer’s Total Fee is due immediately.
If the Client requests to reschedule or cancels fourteen (14) or fewer calendar days before the agreed upon photographic event date, the Initial Payment will be forfeited, and a new Initial Payment will be required prior to scheduling of a new session date.
If Client requests to reschedule a photographic session (“rescheduled session”), Photographer may apply the initial payment to a rescheduled session if notice is given at least fourteen (14) calendar days prior to the scheduled session. A reschedule fee of $100 may be applied and must be paid prior to the rescheduled session date. The Rescheduled session must take place within six (6) calendar months.
Any Client that arrives late to the session will have the amount of time late deducted from the time allotted for the session. Photographer will not provide a partial refund or other compensation for the time deducted from the session due to late arrival of the Client.
In the event that the weather conditions are not desirable for an outdoor session based on Photographer recommendations, the session will need to be rescheduled and the reschedule fee will be waived or an alternative location agreed upon. Due to liability and equipment damages, this decision will be at Photographer’s sole discretion.
Completion & Delivery
Photographer will provide an online gallery for Client’s review and download accessibility.
Digital materials will be delivered processed high-resolution .jpeg file format. High resolution means images will be delivered with the following minimum, technical specifications: Resolution of 300 dots per inch. Processing services include adjustment of white balance, contrast, composition and may employee dodge or shading techniques if appropriate for the photograph.
Client should make additional processing requests with sufficient time to allow for normal delays and notify Photographer at the time of the order if there are any extenuating circumstances requiring a quicker turn around.
The Photographer does not retain archives on the photographs and all Photographer responsibility for the photographs is completed at delivery.
An expedited process fee of $100 will be applied to expedited processing requests, in addition to additional requested processing services priced in accordance with the Photographer’s Standard Price List.
The Photographer will not be held responsible for delivery delays due to the fault of manufacturing and/or delivery services.
Location & Travel
The photographic session will occur at Location identified herein, unless otherwise agreed upon in writing. If Client specifies a certain location to be used during the shoot, the Client is responsible for all location fees involved such as location access fees, parking, and other expenditures directly required for fulfillment of this Agreement.
The Client will pay $ 0.58 [mileage rates according to standard IRS mileage reimbursement guidelines] outside the initial thirty (30) mile radius from the Photographer’s address. Sessions occurring over sixty (60) miles from the Photographer’s address could require an additional $200 travel fee.
All mileage and travel must be paid prior to the session date, unless otherwise specified within.
Status as Independent Contractor & Use of Additional Contractors
Nothing herein will be deemed to constitute a partnership or joint venture between the Client and Contractor. In entering into this Contract, and in providing services. The Contractor has the status of an Independent Contractor and nothing herein contained will contemplate or constitute an agent or employee relationship and neither the Photographer nor Client will have any authority to bind the other in any way.
In the event a third-party Independent Contractor is hired for services and/or products for the photographic session, the Client agrees that Photographer will not liable for any actions committed by the Independent Contractor, or for products provided by such Contractor. Client agrees to indemnify and hold harmless photographer for the same. Client acknowledges the need to communicate with the Independent Contractor regarding any allergies to any product provided by the Contractor and agrees to communicate with Independent Contractor regarding the provision of services by the Contractor. The Client will retain full responsibility for failing to provide feedback on any services prior to or during the session. The session will not be re-photographed due to dissatisfaction in these services without prior notice.
Photographic Materials & Artistic Rights
The Photographer’s use of the photographic materials will be in accordance with executed Model Releases.
The Client will provide Photographer with a copy of any publication the Photographers appear in.
No photographic materials will be released until the agreed upon amount is paid in full per the payment schedule outlined in this Agreement.
The Photographer retains the right of discretion in selection and processing of the photographic materials released to the Client.
All intellectual property in Photographer’s work product is a "work made for hire" and will be the exclusive property of Client. If for any reason the work product is deemed not to be a "work made for hire" under applicable law, then Client will transfer all intellectual property rights to Photographer, execute any documents, and undertake any other action reasonably necessary to effectuate or memorialize this transfer, which will be deemed to have occurred upon the creation of any work product giving rise to such intellectual property rights.
Liability
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services are not to exceed the Total Price of this Agreement.
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 Services and/or product(s) Photographer provides to Client. Claims against Photographer for the delivered artistic works must be brought to Photographer 's attention within one calendar (1) week from date of. At that time, the Client waives any right to submit a claim to Photographer for reimbursement of any fees previously paid or for her waiver or forgiveness of any fees that may still be outstanding.
Force Majeure
Neither party will be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure will not constitute a breach of this agreement and the time for performance will be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause will be taken to limit or prevent the exercise by either party of its rights of termination under this Agreement without claim [arising from the termination] against the party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims will not be thereby terminated.
Termination
This agreement will terminate in the event that either Party materially breaches any portion of this agreement. Such termination will take effect immediately after fourteen [14] calendar days after notice of the breach from one party to the other. Both parties will have the right to notify the other of their intent to take substantial steps to cure any breach. If such notice is delivered, the Agreement will not terminate, unless such substantial steps do not occur.
This Agreement will terminate in the event of bankruptcy or judicial or administrative declaration of insolvency of Photographer or Client that relate to any duty of performance under this Agreement.
Safe Working Environment
In a situation where the Client creates an unhealthy, stressful, negative, unethical, emotionally difficult, or constraining working relationship with the Photographer, such that the Photographer feels they can no longer do their job effectively for the Client, the Photographer has the right to exit this Agreement and must refund all monies paid by the Client, including any payments remitted.
The Client agree to undertake the best efforts to ensure that any session location attendees within Client’s control treat the Photographer and the Photographer’s staff with respect and dignity and that the Photographer is provided with a safe working environment. Should an issue arise, the Photographer will make reasonable effort to contact the designated Point of Contact Jenna Wold to handle the matter. If the situation is not remedied in a reasonable amount of time, the Photographer retains the right to cancel the remainder of the session and all monies will be forfeited without further responsibility by Photographer. Safe working environment issues include but are not limited to guests, attendees or other vendors committing any instances of sexual harassment, violence, threats, or other similar behavior that would lead a reasonable person to feel unsafe in such an environment. In the event of such cancellation the Client will not be entitled to any refund.
Substitute Photographer
The Photographer reserves the right to provide a substitute with another photographer in the event Photographer is unable to perform. The substitute photographer is chosen at the discretion of the Photographer and does not constitute a breach of this Contract. The Photographer warrants the substitute photographer to be of comparable quality and professionalism. The original terms of this agreement will remain in effect.
Cooperation of Guests and Clients
The Client will cooperate with the Photographer and defer to the Photographer’s professional judgment related to setting, poses, picture grouping, and other matters of artistic discretion. The Photographer retains the absolute right to refuse to photograph any situation, pose, or grouping that would interfere with the Photographer’s artistic discretion. The Client will utilize best efforts to ensure that guests and attendees cooperate with the Photographer.
Venue Guidelines.
The Photographer is bound to guidelines and policies of venue officials or management. The Client agrees to accept the technical results of their imposition on the Photographer. Negotiation with the officials for modification of guidelines and/or policies is the Client’s responsibility. Any additional permits or fees required by the venue or local jurisdiction shall be the responsibility of the Client.
Headings
The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Confidentiality
All terms and conditions of this agreement, and any duties and performances due under this agreement will remain confidential. Neither Party will use any information related to the photographs or business operations of the other party, except in as much is necessary for adequate performance under this agreement. The obligations contained in this Provision will expressly survive the termination, expiration or assignment of this Agreement.
Miscellany
This Agreement incorporates the entire understanding of the parties. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder will not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
This Agreement will be construed under Iowa law, without regard to its choice of law provisions. The state and federal courts for Dubuque County will have exclusive jurisdiction over any dispute arising under or relating to this Agreement. The parties agree to proceed with a bench trial, and each hereby waive any right to a jury. In any such suit, the prevailing party will recover all costs incurred and a reasonable attorney’s fee.
This document may be executed by countersignature, in which case it will be effective on the date the final party signs the Agreement.
This Agreement will last indefinitely and will continue even if any other Agreement between the parties governing their business relationship terminates or otherwise concludes.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in interpreting this Agreement. The language in this Agreement will be interpreted as to its fair meaning and not strictly for or against any party.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
Entire Agreement
This Agreement represents the entire understanding and agreement of the parties. This Agreement may not be altered, amended or supplemented in any manner, except by subsequent written agreement signed by both parties.
E-Signature
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be executed via “wet” signature or electronic mark and the executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud based server, e-signature technology or other similar electronic means.