Terms & Conditions
THIS PHOTOGRAPHY AGREEMENT (“Agreement”), by and between Humbl Design Co LLC, a limited liability company, (“Company”) and (“Client”) is entered into this on this day. Client and Company may be individually referred to as “Party” and collectively as “Parties”.
WHEREAS, Client would like to engage Company to provide photography and editing services;
WHEREAS, Company is in the business of providing such services; and
WHEREAS, the Parties agree to the following arrangement to provide such services
NOW THEREFORE, the Parties wish to be bound by the terms of this Agreement as follows.
For the services rendered by Company, and Services, as required by this Agreement, the Client will provide compensation ("Compensation") in the total amount of SERVICE PRICE due in full within 30 calendas days from date of service.
Company will provide Client the services of photography services as specified on the attached Schedule of Services and invoiced (“Services”).
Company may utilize the Services of other subcontractors in performing the Services, including but not limited to actual shooting of the event. Such subcontractors are independent contractors and not employees, agents, officers or affiliate of Company. The use of a subcontractor is solely up to Company and Company reserves the right to us a subcontractor at any point to perform the Services. Client’s sole remedy against such subcontractors shall be against the subcontractors and not Company for any claim in contract, tort, agency or otherwise.
Client may engage Company to provide Services to third parties that are not party to this Agreement (“Others”), such as, but not limited to children, family and other members to be featured in photos. This Agreement is between Client and Company, and Others shall have no right or recourse against Company either by this contract or as otherwise provided by law. Others shall also have no authority, control or discretion in as how the Services are to be performed.
If agreed upon by Client and Company, and so invoiced and paid by Client, Company may perform aerial photography. Client agrees that the premises are adequate for aerial photography and no major obstructions are present. Company shall endeavor to provide proper aerial photography but shall not be held liable for the inability to perform aerial photography due to weather, permitting restrictions, obstacles or other obstructions. Client agrees and warrants that the use of aerial photography is permitted on the premises by law, ordinance and other wise.
In order to perform the Services, Client agrees that the premises to be photographed shall
be clean, tidy and properly staged. If the premises are not adequately prepared at the time of Services, Company will not return and will photograph the premises as they are presented at the date and time aforementioned herein. COMPANY SHALL NOT BE RESPONSIBLE FOR ASSISTING WITH MOVING FURNITURE, LANDSCAPING, DECORATIONS OR ANY OTHER ITEMS ON THE PREMISES. CLIENT SHALL ENSURE THE PREMISES ARE PREPARED FOR PHOTOGRAPHS PRIOR TO THE DATE OF SERVICE.
Client agrees that all pets on the premises shall be secured in a location that they will not escape nor would Company be in a position to accidentally let pets out, nor would Company be interacting with such pets. For instance, Client shall not leave pets in a closed bedroom where Company may open the door to take photos and pets could potentially escape. Company shall not be held liable for any escaped pets, whether they leave the premises or not.
DATE OF SERVICES
Company and Client will arrange the date the services (“Service Date”) are to be performed at the time of booking. Once the Service Date is confirmed by Company it cannot be modified without mutual consent. The Service Date shall be confirmed in writing within the payment schedule or invoice.
TIME OF SERVICE
Client agrees to honor the time services are to be provided (“Time of Service”) as agreed to at the time of booking, or a later date as mutually agreed. Company is not responsible for any delay, other than that caused by Company. Client understands that if they are late to the Time of Service, or otherwise delay the Time of Service, then Company may not be able to complete the Services on time, or at all. Such a delay, or lack of completion of the Services, is no fault of Company and as such, no refund will be issued for any monies made.
PLACE OF SERVICES
Location shall be the location specified on this Agreement. Location of Services shall not be change unless otherwise mutually agreed upon by Parties.
If the location of Service is to be more than 30 miles from Denver, Colorado, a travel fee will be added to the overall cost of Company’s Service at .50 cents per mile and shall be shown on the payment schedule or invoice.
TERM OF AGREEMENT
The term of this Agreement ("Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended, or modified, by mutual written agreement of the Parties.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide written notice to the other Party a minimum of 24 hours prior to the Service Date. Early termination will not result in the return of any monies already paid, unless otherwise agreed to by the Parties. Such termination may require the execution of a release of liability or cancellation policy as determined in Company sole discretion.
CANCELLATION, RESCHEDULING OF SERVICES, NO SHOW OF CLIENT
Client shall provide no less than 24 hour notice of cancellation of the Services. If Client cancel Services with less than 24 hour notice or if it becomes impossible for Company to render Services due to the fault of the Client or parties related to Client, such as failure of planned event to occur or failure of one or more essential parties to the photo session to show up in a timely manner, Client will not be reimbursed and all monies due under shall be paid and retained by Company and Client shall be charged an additional $50 no show fee.
WEATHER AND RESCHEDULING
If weather makes it impossible for the Services to be provided on the Date of Service, Client and Company may shoot the inside the premises of the location defined herein. Another date shall be provided within 24 hours for Company to return and shoot the outside of the premises. Alternatively, if so agreed to and permitted by Company, Client may choose up to one other date to reschedule with no penalty. If Client and Company agree to such a reschedule, and the weather still does not permit for outdoor photos, Client and Company agree to choose an indoor location on the rescheduled date. Such rescheduled Services shall be subject to the terms herein and is not a waiver of this Agreement.
All monetary amounts referred to in this Agreement are in USD (US Dollars).
PAYMENT TERMS TO COMPANY
For all Services, Compensation is due 30 days after the services have been completed. The payment arrangement and specific dollar amounts is defined on the invoice.
Payment is payable to Company via check or other online processor, such as Bonsai, Plaid, Venmo, Zelle, etc, as Company determines.
REMEDIES FOR FAILED PAYMENT
Client must remedy failed payment as soon as possible. If payment is not rendered within 30 days of the Service, then Client will be subject to an additional 15% penalty every 30 days till payment is made.
ACCELARATION OF PAYMENTS
Unless otherwise agreed, if Client fails to make any payments as specified in the invoice or payment schedule, then Company shall have the right to accelerate payments and all payments, including future payments, shall be due immediately.
Any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that data or information could reasonably be expected to cause harm to the Client (“Confidential Information”) may be obtained by Company while performing services under this Agreement.
Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, other than required by law, any Confidential Information which they have obtained, except as authorized by the Client.
Client acknowledges and agrees that any verbal or physical abuse to any employees or contractors for Company is unacceptable by any person and shall be grounds to cease Services immediately. Client acknowledges that they will not be entitled to a refund for any work performed and may not review the Company poorly on any social media or other review sites.
In the event the Client is not satisfied with the Services, or services, that he or she has received, Company asks that Client contacts Company directly to rectify the situation. Company asks that Client gives Company the opportunity to improve Client’s experience before expressing any negative conclusion. This includes, but is not limited to, social media, Google Reviews, other websites, etc. Further, Client agrees not to write any reviews, either online or in print, that could result in financial loss, tarnishment of reputation or have any negative effect on Company.
All notices, requests or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties via text message or email at the email provided to the Party during the signing of this Agreement.
LIMITATION OF LIABILITY
Company shall not be liable to the Client, or any agent or associate of the Client, for any mistake, error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement. Client agrees to not hold Company liable for property damages, event day complications or any act or occurrence arising out of the services provided under this Agreement, or Services, even if such damage, complication or act or occurrence results in financial loss to the Client, agent or associate of the Client. In the event that Company is able to be held liable for any reason whatsoever, Client agrees that the maximum amount of liability shall not exceed the Total Costs under this Agreement.
Client agrees to allow Company to use any pictures from any event in which Company provided services for promotional & advertising purposes on websites and other promotion tools. Company agree not to use any pictures from the specific event for promotional & advertising purposes on website(s) and other promotion tools used if Client explicitly requests so in writing via e-mail, no later than 14 days after the event.
PHOTO GALLERY AND DELIVERY
All edited photos shall be delivered to Client within 48 business hours. All photos created by Company are stored electronically (“Photo Gallery”) Client has 30 days to download the Gallery and save the Gallery. If client requests gallery to be resent after 30 days there will be a fee charged to Client to access and download the Gallery, if download is so possible by Company. The fee referenced in this section shall be determined by Company in their sole discretion. Company cannot guarantee or promise delivery after 30 days. Company does not retain backups thus it is Client’s sole responsibility to ensure proper storage of the Gallery.
LOSS/THEFT OF CLIENT’S PROPERTY
Company SHALL NOT BE HELD LIABLE FOR ANY DAMAGE, THEFT OR LOSS OF CLIENT’S PROPERTY, PROPS OR OTHER ITEMS, INCLUDING, BUT NOT LIMITED TO CLOTHING, DECORATIONS, FURTNITURE, OR PETS. Even if such items were suggested to be brought to the photo shoot by Company, Company bears no responsibility for the use of, damage to, theft or loss otherwise of any props or property.
Client understands and agrees that he or she has hired Company exclusive of any other service provider. In order to provide a high level of satisfaction and quality of service, no other service providers, other than any assistant or third party that Company hires to complete the Services outlined in this Agreement, are permitted to provide the same or similar services, paid or unpaid, at the locations and dates specified in this Agreement
Company shall have exclusive rights to all copyrights, whether registered or not, whether tangible or intangible, produced or created in connection with this Agreement. This Agreement does not constitute an assignment of rights to Client. However, Company permits a revocable non- exclusive license for use of the photos in the following situations:
i. In photos on Client’s personal or business social media pages or profiles; or
ii. In personal or business creations such as, brochures, post cards, online listings, websites or
iii. In personal or business communications, such as a newsletter, email or holiday card.
Client has spent a satisfactory amount of time reviewing Company’s work and has a reasonable expectation that Company will perform the Services in a similar manner and style unless otherwise specified in this Agreement. Company will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Company’s current portfolio and Company will try to incorporate any reasonable suggestion made by Client. However, Client agrees that:
i. Every client is different, with different tastes, budgets, and needs;
ii. Photography services are often a subjective art and Company has a unique vision, with an
ever-evolving style and technique;
iii. Client shall requests specific photos of things in the community they would like included in
their Services, such as, but not limited to, greenway, community pool and playgrounds;
iv. Company will use its artistic judgment when providing Services for Client, which may not
include strict adherence to Client’s suggestions;
v. Although Company will use reasonable efforts to incorporate Client’s suggestions and desires
when providing Client with the Services, Company shall have final say regarding the
aesthetic judgment and artistic quality of the Services; and
vi. Company will not edit or photoshop out any permanent fixtures, including, but not limited to,
electrical lines, fire hydrants and outlets.
Dissatisfaction with Company aesthetic judgment or artistic shall not be grounds for termination of this Agreement or request of any monies returned
No party shall, either voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other party. In the event that Company cannot perform the services herein, Company will refer Client to a similar service provider.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by both Parties or an authorized representative of each Party.
This Agreement, including payment schedules and invoices, constitutes the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing, between the parties, except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth therein.
A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against. Such failures or delays may be caused by acts of terrorism, natural disaster, illness or an unforeseen pandemic, civil unrest, war or act of God. Performance will not be excused for failure or delay resulting from only general economic conditions or other general market effects. In the event that a Force Majeure event takes place, Company shall be entitled to all monies earned as of the date of the Force Majeure. If Company has not begun work on Services for Client, then Client shall receive a refund, less the Retainer in consideration of Company holding Client’s date. If Company has completed all Services, then Client shall pay Company in full. If partial completion of the Services has occurred, then Company shall be entitled to compensation in relation to such, as determined by Company.
The Client agrees to indemnify and hold harmless and defend Company, affiliates, contractors, officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from, Company’s performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Company, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, and construed under, the laws of the State of Colorado. Jurisdiction and venue for all purposes shall be in the County of Denver state of Colorado. Client hereby agrees to submit to personal jurisdiction of Denver, Colorado.
In the event of breach of this Agreement by Client, Company shall be entitled to exercise all rights and remedies provided herein or granted by law, including, but not limited to, recovery of consequential damages, expectation damages, restitution and specific performance, if so desired.
In the event of a dispute between the Parties under the terms of this Agreement, the prevailing party in such dispute shall be entitled to collect from the other party reasonable attorney fees incurred in such dispute, including related proceedings and filing fees whether or not a case was tried or heard in a court of law.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
All of Company rights and remedies shall survive the termination of the Agreement, including, but not limited to the right to collections, accelerations, remedies and attorney fees.
Client’s signature indicates that they are at least eighteen years of age and have the capacity to
enter into this Agreement and agree to be legally bound by this Agreement.
If one provision of this Agreement is waived by Company, such waiver does not constitute a future waiver of the provision nor is it a waiver of any other terms herein.