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1. Engagement of Photographer

1.1 Services. Subject to the terms set out herein, Client engages LOUD 87 (Production Company and Photographer) to provide, and LOUD 87 agrees to provide, the photography services described in this Section 1.1 (the “Services”) in connection with the portrait session of Session Type Name (the “Portrait Session”).

1. Description of Services:

1.1 As part of the Services, the Photographer will produce or take similar action to create materials from Images and provide related deliverables (as set out above) pursuant to the provision of the Services (“Work Product”). “Images” means photographic material, whether still or moving, created by Photographer pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints or digital files, captured, recorded, stored or delivered in any type of analogue, photographic, optical, electronic, magnetic, digital or any other medium.

1.2 Exclusivity. Client acknowledges and agrees that Photographer will be the exclusive provider of the Services in the Portrait Session, unless otherwise agreed to by the parties in writing.

2. Fees and Payment

2.1 Fees. All fees must be paid in full. Client will pay Photographer the fees set out in the invoice (Section 2.3 (“Invoice”), including any applicable federal or state/provincial sales or value-added taxes due on such Fees.

2.2 Due Date. The payment amount set out is due upon the signing of this Agreement and no later than the date of the agreed scheduled photo shoot and is not refundable, so as to fairly compensate Photographer for committing his/her time to provide the Services and turning down other potential projects or clients.

2.3 Invoice. Photographer will issue an invoice to Client upon agreement of the Services (“Invoice”). Client agrees to pay all Fees outstanding on or prior to the due dates set out in Section 2.2 or stipulated by Photographer via official email. Client acknowledges that the final amount payable may be subject to change depending on the amount actual expenses incurred.

2.4 Additional time. Additional fees apply if the client’s agreed time-slot is exceeded. The fee per additional 30 minutes is $100 BDS.

2.5 Additional charges. Additional charges will be applied if the client requires additional work that is outside of the original quote or package specifications.

3. Client Responsibilities

3.1 Required Consents. Client will ensure that all required consents, as applicable, have been obtained prior to performance of the Services, including any consents required for the performance of Services and the delivery of Work Product by Photographer and, as applicable, from venues or locales where the Services are to be performed or from participants of the Portrait Session.

3.2 Expenses. Client will provide the means of travel or be responsible for reasonable travel expenses incurred by Photographer that are necessary for the performance of the Services or travel that is otherwise requested by Client where the location of the performance of the Services is not in the country of Barbados. Client will be responsible for any other expenses incurred by Photographer that are necessary for the performance of the Services as more particularly set out in Article 2.

3.3 Waiver. Client (on behalf of himself/herself and any other participant whose image or recording may be captured by the Services) hereby waives all rights and claims, and releases Photographer from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, use and exploitation of Images pursuant to this Agreement.

4. Photographer Responsibilities

4.1 Equipment. Client will not be required to supply any photography equipment to Photographer.

4.2 Manner of Service. Photographer will ensure that the Services are performed in a good, expedient, workmanlike and safe manner, and in such a manner as to avoid unreasonable interference with Client’s activities.


4.3 Photography Staff. Photographer will, and will ensure that all Photography Staff (employees, assistants or other parties engaged by Photographer to assist with the Services): 

comply with the reasonable directions of Client from time to time regarding the safety of attendees at the Portrait Session and applicable health, safety and security requirements of any locations where the Services are provided;

ensure that Work Product meets the specifications set out in Section 1.1 in all material respects.

Photographer will be responsible in every respect for the actions of all Photography Staff.

5. Artistic Release

5.1 Consistency. Photographer will use reasonable efforts to ensure that the Services are produced in a style consistent with Photographer’s current portfolio, and Photographer will use reasonable efforts to consult with Client and incorporate any reasonable suggestions.

5.2 Style. Client acknowledges and agrees that:

Client has reviewed Photographer’s previous work and portfolio and has a reasonable expectation that Photographer will perform the Services in a similar style

Photographer will use its artistic judgement when providing the Services, and shall have final say regarding the aesthetic judgement and artistic quality of the Services; and

Disagreement with Photographer’s aesthetic judgement or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.

6. Term and Termination

6.1 Term. This Agreement will begin on the Effective Date and continue until the latter of (i) the date where all outstanding Fees under this Agreement are paid in full; or (ii) the date where all final Work Product has been delivered (“Term”).

6.2 Cancellation. Client may terminate the Agreement (“Cancellation”) and/or reschedule the Services (“Rescheduling”) by providing Photographer with written notice no later than 1 day (24 hours) before the original date of the Portrait Session (the “Minimum Notice”). Client acknowledges and agrees that Client is not relieved of any payment obligations for Cancellations and Rescheduling unless the Minimum Notice in accordance with this Article 6 is duly provided or unless the parties otherwise agree in writing.

     

6.3 Rescheduling. In the event of Rescheduling, Photographer will use commercially reasonable efforts to accommodate Client’s change. If Photographer is not able to accommodate Client’s change despite using commercially reasonable efforts, the parties agree that such Rescheduling will be deemed as Cancellation by Client and that Photographer will be under no obligation to perform the Services other than on the original date of the Portrait Session.

6.4 No Refund. Client acknowledges and agrees that Cancellation by Client will not result in a refund of any fees paid on or prior to the date of Cancellation by Client. A refund will not be paid for any work carried out.

6.5 Late Arrivals. In the event that the Client arrives late to the Portrait Session, the amount of time late may be deducted from the time allotted for the session. Photographer will not provide a refund or other compensation for the time deducted from the session due to late arrival of the Client.

6.6 Replacement. In the event that Photographer is unable to perform the Services, Photographer, subject to Client’s consent, which is not to be reasonably withheld, shall cause a replacement photographer to perform the Services in accordance with the terms of this Agreement. In the event that such consent is not obtained, Photographer shall terminate this Agreement and shall return the Retainer and all fees paid by Client, and thereafter shall have no further liability to Client.

7. Ownership of Work Product by Photographer

7.1 Photographer Ownership of Work. Photographer will own all right, title and interest in all Work Product. Client (on behalf of itself and any participants at the Portrait Session) hereby grants Photographer and any of its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sublicensable license to use any materials created by Client or attendees, during the performance of the Services, that may be protected by copyright or any intellectual property rights (“Portrait Session Materials”) as part of any Work Product or in connection with the marketing, advertising or promotion of Photographer’s services, including in connection with Photographer’s studio, portfolio, website or social media, in any format or medium. Client acknowledges and affirms that no other person or entity has any rights that may prevent or restrict Photographer from using Portrait Session Materials as provided herein.

8. Client Ownership of Copyright License

8.1 Client Ownership of Work. Client will own the copyright license to the final edited Work Product purchased by the Client. Photographer hereby grants Client an exclusive, irrevocable, royalty-free, non-transferable and non-sublicensable license to use Work Product for Client’s Personal Use and Commercial Use, provided that Client does not remove any attribution notices or copyright notices included by Photographer in any Work Product. “Personal Use” includes, but is not limited to, use (i) of photos on Client’s personal social media pages or profiles; (ii) in Client’s personal creations, such as scrapbooks, albums or personal gifts; (iii) in non-commercial physical display; and (iv) in personal communications, such as family newsletter, email, or holiday card. "Commercial Use" includes, but is not limited to, use of the images for Corporate, Commercial and Promotional means; i.e. Client’s commercial social media pages or profiles, websites, publications, printed flyers, magazines, books, billboards, graphics on cars/buildings etc.).

8.2 Use of images. If The Client wishes to use the images for any other means that are not stated within this contract, there must be a written arrangement via email or written letter between LOUD 87 / Photographer and The Client. Additional fees may incur.

8.3 Copyright Buyout. Client can purchase the full copyright buyout license to the final versions of the Work Product by paying the buyout fee agreed upon by the Photographer at the time of purchase. By the Client purchasing the buyout fee the Photographer acknowledges and affirms that the Client will own all copyright license to the Work Project and that no other person or entity has any rights that may prevent or restrict Client from using final Work Product material as provided herein.


9.  Indemnity and Limitation of Liability

9.1 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 the Services and or Work Product Photographer provides to Client.

9.2 Force Majeure. Neither party shall be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a “Force Majeure Event”), and the time of performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. If such Force Majeure Event persists for more than 60 days, the party not affected by the Force Majeure Event may terminate the Agreement and any prepaid fees for Services not performed (other than the Retainer) shall be returned within 15 days of the date of termination of the Agreement.

9.3 Failure to Deliver . Photographer shall not be held liable for delays in the delivery of such Work Product, or any Work Product undeliverable, due to technological malfunctions, service interruptions that are beyond the control of Photographer (including as a result of delays in receipt of instructions from Client) and for Work Product that fails to meet the specifications set out in Section 1.1 due to the actions of Client or participants at the Portrait Session that are beyond the control of Photographer.

9.4 Maximum Liability. Notwithstanding anything to the contrary, Client agrees that Photographer’s maximum liability arising out of or related to the Services or the Work Product shall not exceed the total Fees payable under this Agreement.

10. Unedited Images

10.1 Unedited Images. Client is not permitted to use the unedited images for any means.

10.2 Unedited Images with logo watermark. Client is prohibited to use the unedited images with the LOUD 87 logo.

11. Deliverables

11.1 Return time. Our return time for editing images is 10-14 business days (weekends and bank holidays are not included) from the date we receive the signed selection sheet with your image choices.

11.2 Rush Fee. A rush fee will be applied for any images that need to be completed before the scheduled return period. The rush fee is $100 BDS per image with a two-day return. 

12. General

12.1 Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

Photographer’s Email: info@loud87.com

Client’s Email: Client Email

12.2 Survival. Articles 7, 8, 9 and 10 will survive termination of this Agreement.

12.3 Governing Law. This Agreement will be governed by the laws of Barbados.

12.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the parties.

12.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings both formal and informal.

12.6 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction, that provision or part thereof will be severed from this Agreement and the remaining part of such provision and all other provisions will continue in full force and effect.