GENERAL TERMS AND CONDITIONS
These terms and conditions shall govern all contracts between Customers and Jennifer Fulton Photography, LLC (the "Company") unless expressly amended in writing between the Parties.
1. Definitions
"Agreement" shall mean any Scope of Work Agreement entered between the Customer and the Company.
"Customer" shall mean any individual(s) or entity(ies) which agree to a Scope of Work Agreement with the Customer.
"Force Majeure Event" has the meaning set forth in Section 9.
"Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
"Project" means the project as described in the Scope of Work Agreement.
"Project Deliverables" shall mean the agreed upon photograph prints and digital images and any transferred Intellectual Property Rights attached thereto defined in the Scope of Work Agreement
"Service Provider" shall mean Jennifer Fulton or the Company as the context requires.
"Services" mean the professional services to be provided by Service Provider under a Scope of Work Agreement.
"Scope of Work Agreement" or "SOW" means the Scope of Work Agreement entered into by the Parties which incorporate these general terms and conditions by reference therein.
2. Services
2.1 Service Provider shall provide the Services to Customer as described in more detail in the Scope of Work Agreement in accordance with the terms and conditions hereof.
2.2 The Scope of Work Agreement shall include the following information, if applicable:
(a) a detailed description of the Services to be performed pursuant to the Scope of Work Agreement;
(b) the date upon which the Services will commence and the term of such Statement of Work;
(c) the anticipated date of delivery of the Project Deliverables;
(d) the fees to be paid to Service Provider under the Scope of Work Agreement;
(e) any other terms and conditions agreed upon by the parties in connection with the Services to be performed pursuant to the Scope of Work Agreement.
3. Cancellation and Re-Scheduling.
3.1 Rescheduling due to weather will be at the Service Provider's discretion. All efforts will be made to determine if a photo session will proceed at least 24 hours in advance due to inclement weather. Service Provider makes no guarantees regarding weather conditions before or during photo session.
3.2 If Service Provider cancels or reschedules a Photo Session, she shall provide written notice as soon as possible and will reschedule same at no charge to Customer.
3.3 Customer must notify the Company at least 8 days prior to a scheduled photo session if they need to reschedule for any reason. The rescheduled date must be within 90 days of the originally scheduled date subject to Service Provider’s availability. There is a $50 fee to reschedule a photo session for any reason other than a Force Majeure Event. Customer may only reschedule a photo session two times before forfeiting their deposit and a new deposit being required to schedule a fourth attempted photo session.
3.4 Late arrivals will have their photo session time reduced by the amount of time late from the scheduled beginning time. There is a fee of $25 for every 15 minutes of additional time of the photo session after the agreed ending time.
3.5 Should customer fail to appear for their photo session without cause, they shall forfeit their deposit. Any rescheduling of a no show session will require the Customer to book their session as new and such rescheduled session will require a 100% deposit at the time of booking.
4. Service Provider's Obligations
4.1 The Service Provider shall:
(a) Complete the professional digital photography services defined in the Scope of Work Agreement which shall include editing, touching up, and improving photographs taken by the Service Provider;
(b) Apply for and confirm receipt of all permits needed for the use of any setting in a public location;
4.2 The obligations of Service Provider under this Agreement shall be performed fully within the United States.
4.3 All raw photos will be maintained by the Service Provider for no more than 1 year following a photo session.
5. Customer's Obligations
5.1 Customer shall:
(a) provide access to Customer's premises at least 30 minutes prior to a photo session if the premises is under Customer's Control;
(b) Customer shall arrive at least 10 minutes prior to a photo session if the location is under the control of the Service Provider or is in a public space;
(c) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
(d) provide such props, costumes or setting enhancements Customer wishes to be included as Service Provider for the Scope of Work Agreement;
5.2 If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, then Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Fees and Expenses; Payment Terms
6.1 Deposits. A deposit of 50% is required at the time of the Scope of Work Agreement for any photo session.
6.2 Full Payment. The balance of any amount due to a photo session shall be due 7 days prior to the scheduled photo session.
6.3 Printed pictures. Full payment for prints and digital downloads outside of a Scope of Work Agreement for a photo session are due at the time of placing an order for such prints and digital downloads.
6.4 Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
(a) Any sales or other taxes which must be collected by the Company will be added to the Customer's final invoice and will be due at the same time as Fully Payment pursuant to Section 6.2 hereof.
7. Intellectual Property Rights; Ownership
7.1 Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Project Deliverables, including all Intellectual Property Rights therein.
7.2 The Service Provider shall hold an irrevocable license in all images, raw or edited to use in Service Provider's digital (Instagram, Facebook, X f/k/a Twitter, or similar current and future social media providers) and print portfolios. If Service Provider seeks to sell any images, the terms of any additional license needed will be negotiated separately unless part of the Scope of Work Agreement.
8. Limitation of Liability
8.1 SERVICE PROVIDER'S LIABILITY SHALL BE LIMITED IN ALL CASES TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER. THE CUSTOMER WAIVES ANY CLAIMS FOR SPECIAL, PUNITIVE OR OTHER DAMAGES OTHER THAN THE RETURN OF FEES PAID TO SERVICE PROVIDER OR THE COMPANY.
9. Force Majeure
9.1 No party shall be liable or responsible to the other party, or 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") reasonable control, including without limitation the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; The Impacted Party shall give notice within five days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.
9.2 During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance.
10. Miscellaneous
10.1 The relationship between the parties is that of independent contractors. Nothing contained in these terms and conditions shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
10.2 The headings in this these terms and conditions are for reference only and shall not affect the interpretation hereof.
10.3 These terms and conditions shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of New Jersey or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of New Jersey.
Terms and Conditions
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