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PERSONAL PORTRAIT & PHOTOGRAPHY TERMS & CONDITIONS These TERMS & CONDITIONS, together with the attached Cover Sheet, (collectively, the “Agreement”) by and between the individual(s) identified on the Cover Sheet as client(s) (hereinafter referred to as “Client”), and  www.christiminter.com and Christi Minter (d.b.a) (hereinafter referred to as “Company” or “Photographer”) (each a “Party” and collectively the “Parties”). ‘ WHEREAS, COMPANY is engaged in the photography, editing, and design industry; and WHEREAS, CLIENT desires to hire COMPANY for the purposes of rendering the Services, defined in the Cover Sheet, under the terms and conditions of this Agreement;      WHEREAS, This Agreement was drafted to avoid ambiguity and fairly for both the Company and Client. Please read carefully and feel free to consult an attorney before signing; and NOW THEREFORE, for and in consideration of the mutual covenants herein and other good and valuable consideration, it is agreed that: 1. SCOPE OF WORK A. Deliverable.  COMPANY agrees to perform the Services on the date and time and in accordance with the “Details” provided on the Cover Sheet. B. No Guarantee.  CLIENT understands that the Services will be rendered in one of a variety of conditions that may have an effect on the final work product delivered to CLIENT.  Additionally, the CLIENT understands that the Services are artistic and artistic preferences vary from person to person.  As such, CLIENT agrees that it will accept the final work product from COMPANY and not refuse to make any payments, especially based on factors outside of COMPANY’s exclusive control or artistic ability.  CLIENT understands and acknowledges that COMPANY is not making any guarantee to capture any specific moment, unless identified on the Cover Sheet. C. Subcontractors. COMPANY may use one or more employees, contractors, or subcontractors as COMPANY deems appropriate to properly render the Services.  COMPANY may contract the whole or any part of the Services to be performed hereunder after obtaining CLIENT's prior written consent, provided that COMPANY shall be responsible for the full and faithful performance of this Agreement according to its terms and conditions.  2. TERM, TERMINATION, & CANCELLATION POLICIES A. Term. The term of this Agreement shall be from the date of execution until completion of the Services unless terminated by either Party.   B. Termination & Cancellation.  Photography sessions are generally scheduled at least two weeks in advance for planning purposes.  If CLIENT cancels the session within 48 hours of such session, CLIENT may be subject to cancellation fees and/or vendor fees.  Due to the advance planning required, CLIENT shall pay a non-refundable deposit in the amount identified on the Cover Sheet.  Such deposit shall be paid in order to lock in the session date and the full contract amount, as identified on the Cover Sheet, shall be paid to COMPANY prior to the release of any final designs or deliverables.  If CLIENT cancels the session and such session is not rescheduled within 3 weeks of the original session date, all deposits shall automatically be forfeited.  If COMPANY terminates the Agreement, COMPANY shall reimburse CLIENT for all amounts paid prior to such termination.  COMPANY shall not be liable to CLIENT for any damages or amount beyond the amount paid to COMPANY pursuant to this Agreement.   3. COMPENSATION A.  Compensation.  CLIENT agrees to pay COMPANY compensation, for Services rendered, in the amount provided in the Cover Sheet, attached hereto. B. Expenses.  Any direct expenses including but not limited to employee travel expenses, studio fees, equipment rental, computer and reproduction services, insurance, and taxes will be invoiced at cost unless stated otherwise in the Cover Sheet.  Any and all direct expenses must be approved, in advance, in writing by CLIENT, prior to COMPANY incurring such expenses.       C. Payment(s).  CLIENT shall pay COMPANY in the amount(s) and on the dates provided in the Cover Sheet. 4.  PROPRIETARY RIGHTS A. Title. COMPANY agrees that all Services, including all ideas, inventions, and other developments or improvements specific to CLIENT’s request, conceived or reduced to practice by COMPANY as a result of COMPANY’s Services under this Agreement, shall be the exclusive property of COMPANY. All right, title, and interest of every kind and nature, whether now known or unknown, in and to any intellectual property, including, but not limited to, any copyrights, trademarks, service marks, inventions, patents, films, scripts, ideas, creations, and properties invented, created, written, designed, developed, furnished, produced, or disclosed by COMPANY, in the course of rendering services to CLIENT shall, as between COMPANY and CLIENT, be and remain the sole and exclusive property of COMPANY.  All raw footage taken under this Agreement shall remain the exclusive property of COMPANY. B. Photographic Materials. All photographic materials, including but not limited to negatives, transparencies, proofs, and previews, shall be the exclusive property of the COMPANY.   All orders must be placed within the outlined schedules within this Agreement.   No products, including digital files, will be released until the agreed upon amount is paid in full per the payment schedule outlined in this Agreement. C. Artistic Rights. The Photographer retains the right of discretion in selecting the photographic materials released to the CLIENT.  The CLIENT shall receive a gallery of photographs to select from and shall not receive any photographic materials not presented to the CLIENT.  The COMPANY also retains the right to make adjustments to the photographs in post-processing as the COMPANY deems within their creative control.  D. Copyright and Reproductions. The PHOTOGRAPHER shall retain copyright ownership of all works created in the course of this Agreement, including but not limited to all images in their original and processed formats.  It is understood that any duplication or alteration of original images is strictly prohibited {Copyright Law Title 17, Appendix V. Additional Provisions of the Digital Millennium Copyright Act 2005, Section 102} without the written permission of the Photographer.  Alterations include, but are not limited to, application of filters, cropping, or modifications of any kind.  The COMPANY does not provide the CLIENT permission to resize photographs for Internet based usage, unless permission is given by COMPANY. E.  Client Usage.  The CLIENT shall only use the photographic prints, including digital files, in accordance with the permissions within this Agreement.  The CLIENT’S prints are for personal use only and shall not be submitted to contests or reproduced for commercial use without prior written consent by PHOTOGRAPHER. The CLIENT shall not make, or provide authorization to a third-party to make, reproductions of works resulting from this Agreement without express permission of the PHOTOGRAPHER. Additional prints and/or digital files may be purchased between third-parties and the PHOTOGRAPHER with the permission of the CLIENT.  Accordingly, if the PHOTOGRAPHER provides a digital file print release, the CLIENT must act in accordance with the release.   F.  Social Media.  The CLIENT may share web/blog post links and social media albums through use of the share functions and dissemination of direct links.  The CLIENT shall not copy, use filters, download any files from COMPANY without permission, screen shot, or capture the photographs in any other fashion.   The CLIENT shall identify the photographer’s business name (if unknown by CLIENT, use COMPANY’s name) in the caption of all photographs uploaded to social media websites and profiles.      5. LIABILITY A.  Liability.  In the event that COMPANY cannot perform the Services under the terms of this Agreement for any reason, including but not limited to camera and/or video malfunction, post production mistakes or disaster, or any other reason, COMPANY shall return the paid portion of the Total Amount to CLIENT but COMPANY shall have no further liability with respect to the Services and this Agreement.  In no situation may COMPANY be held financially liable for any amount beyond the Total Amount, as identified on the Cover Sheet.   B.  Warranty. COMPANY warrants that the Services shall be of good quality, performed in accordance with sound industry practices.  In no case shall CLIENT or COMPANY be liable for contingent, consequential, special or indirect damages, except as to COMPANY as may result from COMPANY’s willful breach of this Agreement.   C.  Damaged Materials.  Any damages to products sent to CLIENT must be reported to COMPANY within 12 hours of receipt or the beginning of the next business day.  Photos of such damage must be presented to COMPANY.  If reported properly to COMPANY, a new order will be submitted. COMPANY is not liable for unreported damages and a new order will be the CLIENT’s financial responsibility.   D.  Variation in Physical Products.  Some products and final prints will have color and texture variations from the on-screen appearance.  COMPANY is not responsible or liable for such variation.  E.  Indemnification.  COMPANY, its owners, agents, employees, and affiliates shall be held harmless for any and all injury to the CLIENT and the CLIENT’s property during the course of the Agreement and Event and the immediately surrounding events.  Further, CLIENT agrees that it has made an assumption of risk by being physically present on a photo or film set.  CLIENT understands that there are some inherent dangers and risks involved in using photography and film equipment and natural and manmade sets may be visually appealing but dangerous.      F.  Force Majeure.  Any loss or damage, or delays in or failure of performance of either Party hereto shall not constitute default hereunder or give rise to any claims for damages if, but only to the extent that, such loss, damage, delay or failure is caused by "Force Majeure".  As herein used, the term "Force Majeure" means war, mobilization, revolution, civil commotion, riots, strikes, lockouts, floods, hurricanes, similar storms or other actions of the elements, acts of God or the public enemy, restrictions or restraints imposed by law or by rule, acts or regulation or order of governmental authorities, whether federal, state or local, and whether civil or military, interruption of production or transportation facilities, and any other cause which is beyond the reasonable control of the Party affected and which, by the exercise of reasonable diligence, such Party is unable to prevent or relieve.   6.  ALTERNATIVE DISPUTE RESOLUTION A.  Good Faith Effort.  In the event a dispute arises between the Parties, the Parties hereby agree to make a good faith effort to amicably resolve the matter without filing suit in any court of law.  If the Parties are unable to resolve such dispute, the Parties shall enter into mediation. B.  Mediation.  If the Parties are unable to amicably resolve the dispute, the Parties shall submit their dispute to a mediator located in Harris County, Texas.  C.  Arbitration.  If mediation is unsuccessful and the dispute is not settled or resolved, the Parties shall submit their dispute to binding arbitration located in Harris County, Texas. 7. MISCELLANEOUS PROVISIONS A.  Notices:  All notices pertaining to this Agreement shall be in writing and shall be effective upon receipt and shall be sufficient if delivered by hand, emailed, sent by U.S. Mail, postage prepaid, or transmitted by telex or facsimile, fees prepaid, to the addresses forth below. B.  Assignment.  Neither Party shall assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, provided that either Party may assign all or part of its rights and/or obligations hereunder to any subsidiary or parent CLIENT without prior consent.  C.  Binding Agreement:  This Agreement shall be binding upon and inure to the benefit of the Parties and to their permitted successors and assigns.  D.  No Third Party Beneficiaries.  Nothing in this Agreement may be read or construed to entitle any person or entity other than the Parties to assert any claim, cause of action or right of any kind under this Agreement.          E.  Headings:  The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. F.  Waiver:  No waiver of any term herein or modification of this Agreement shall be valid unless set forth in writing and duly executed by all Parties to be effected thereby.  No waiver of any breach of any term, covenant, warranty or condition herein shall constitute a waiver of any other or subsequent breach of any term, covenant, warranty or condition hereunder. G.  Severability:  The invalidity or unenforceability of any portion or provision of this Agreement shall not affect the validity or enforceability of any other portion or provision hereof.  Any invalid or unenforceable portion or provision shall be deemed severed from this Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain such invalid or unenforceable portion or provision. H.  Counterparts:  This Agreement may be executed in any number of counterparts, each of which shall be binding upon the Party or Parties signing regardless of whether all Parties join in the execution of this Agreement, and all of which shall be construed together and constitute one agreement. I. Governing Law:  THIS AGREEMENT, AND THE APPLICATION OR INTERPRETATION THEREOF, SHALL BE GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE LOCAL, INTERNAL LAW OF THE STATE OF TEXAS, U.S.A., EXCEPT TO THE EXTENT THE CONFLICTS OF LAWS RULES OF THE STATE OF TEXAS WOULD REQUIRE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION IN WHICH CASE THE LAWS OF THE STATE OF TEXAS SHALL NONETHELESS APPLY.  THE PARTIES CONSENT TO JURISDICTION IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF HARRIS, STATE OF TEXAS, U.S.A.  EACH PARTY WAIVES ALL RIGHTS TO TRIAL BY A JURY.      J.  Entire Agreement:  This Agreement, including any Exhibits attached hereto and the documents delivered pursuant hereto, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter.  Except as otherwise provided herein (including in any Exhibit hereto) no changes, modifications, or additions to this Agreement shall be valid unless the same shall be in writing and signed by all Parties hereto. SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the date stated above. “CLIENT”                        ”
 
 

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