Snapshot AI

Last Updated: 09/13/2024

This SNAPSHOT AI AGREEMENT AND TERMS AND CONDITIONS (this "Agreement") is made by and between The SnapBar, LLC, a Washington limited liability company (the "Company"), and the inquirer of services (the "Client") relating to any event(s) or activation(s) (the "Event(s)") outlined and confirmed through a proposal (the "Proposal"), which can also be referred to as an invoice, sent to and approved via electronic signature by the Client.

YOU ARE ENTERING INTO A CONTRACT WITH THE COMPANY. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY.

This Agreement constitutes the entire understanding between the Company and the Client and supersedes all prior and simultaneous contracts or agreements between the parties.

RESERVATIONS, CHANGES, AND CANCELLATIONS

RESERVATION AND PAYMENT TERMS:

A signed Proposal and payment of the full Service Fee (the "Payment") are required to reserve the Company's services for the Event(s). The Company will be under no obligation to perform its services until the Payment is received.

Flexible Payment Options:

Standard Payment Term: Full payment is due upon receipt of the Invoice.
Alternate Payment Terms: Upon the Client's request and subject to the Company's approval, alternative payment terms such as net-7, net-30, net-45, or net-60 days may be accommodated.
Short-Notice Events: For Events scheduled with short turnaround times, full payment may be required immediately to ensure timely service delivery.
Payment Details: Any agreed-upon payment terms will be specified in the Proposal or Invoice. The Client is responsible for adhering to the payment schedule outlined therein.

Failure to Pay:

If the Client fails to make the Payment as specified, the Company reserves the right to suspend or terminate services until full payment is received.
The Company may provide written notice to the Client regarding any overdue payments. If payment is not received within ten (10) days after such notice, the Company may cancel the reservation and retain any amounts already paid as liquidated damages.

‍

CANCELLATION AND REFUNDS:

Cancellation by Client:
- If the Client cancels the Event more than 30 days before the Event date, the Client forfeits the Payment but owes no additional fees.
- If the Client cancels the Event within 30 days of the Event date, the Client is responsible for the Payment plus any non-refundable expenses incurred by the Company up to the cancellation date.
- The Company will refund any amounts paid above the Payment and non-refundable expenses.
Rescheduling by Client:
- If the Client wishes to reschedule the Event with at least 14 days' notice, the Company will make reasonable efforts to accommodate the new date.
- If the Company is unable to accommodate the new date, the cancellation policy applies.
- Any rescheduling may be subject to additional fees and adjusted pricing.

CHANGE IN EVENT DATE:

If the Client changes the date of the Event with advance notice of at least 14 days, the Company will use reasonable efforts to provide services on the new date. The Company is under no obligation to accommodate the date change. If unable to accommodate, the cancellation terms above apply.

FEES AND PRICING

SERVICE FEE & PAYMENT:

The Service Fee encompasses only those items included in the list of services located in the Proposal sent by the Company to the Client. Applicable taxes are not included unless specified.

After the Proposal is approved, the Company will send the Proposal to the Client stating the Service Fee applicable to the Event. The Client is responsible for paying the Service Fee according to the payment schedule outlined above.

ADDITIONAL PAYMENT TERMS:

If the Client fails to make payment as specified, the Company may provide written notice to the Client.
If payment is not received within ten (10) days after such notice, the Company may terminate this Agreement and retain the Payment as liquidated damages.
Returned checks will be assessed a $30 non-sufficient funds fee, and the Company will not perform any obligations until payment is made with sufficient funds.

PRICING AND CHANGE ORDERS:

Services or products not included in this Agreement will be provided upon the Client's request and approval of associated costs (email approval is acceptable).
All prices are subject to change without notice until a Proposal is approved.
The Client will be charged for additional services only after approving the costs in writing.
Any credit vouchers or similar instruments issued by the Company have no cash value, are non-transferable, and may only be applied toward specified products or services from the Company.

LIQUIDATED DAMAGES:

In the event of a material breach of this Agreement by the Client, including failure to pay the Service Fee when due, the Company shall be entitled to retain the Payment as liquidated damages. The parties agree that actual damages would be difficult to determine, and the Payment represents a reasonable estimation of the Company's losses.

EVENT PROVISIONS AND AGREEMENTS

EVENT SCHEDULE:

The Client agrees to confirm the schedule of the Event at least one (1) week prior to the Event date. Notification of any changes in schedule must be made promptly, and confirmation of receipt must be obtained from the Company. The Client is responsible for providing the correct Event date and bears the risk of loss if an incorrect date is provided.

NUMBER OF PHOTOS:

The number of users or guests at the Event and their engagement with the Company's services may vary. The Company does not guarantee any specific number of photos for the Client or each guest.

INHERENT QUALITIES:

The Client acknowledges that digital images may display differently across various devices and screens due to differences in screen settings, color profiles, and resolutions. Factors such as monitor calibration, screen quality, and device settings can affect how images are viewed. The Company is not liable for any discrepancies or variations in image appearance resulting from these inherent digital media characteristics. Furthermore, the Client is responsible for any printing or reproduction of the digital images by third-party service providers, and the Company shall not be held liable for the quality or outcome of such prints or reproductions.

DISCLAIMERS:

The Company shall not be liable for any failure to perform its obligations due to causes beyond its reasonable control, including but not limited to incorrect dates provided by the Client, power outages, internet connection and WIFI-related issues, lack of proper infrastructure at an event and improper use of technology by users outside the Company's control.

AUTHORIZATIONS:

The Client represents and warrants that it has obtained all necessary permissions, licenses, and consents from the Event venue and participants for the Company to provide its services, including the use of AI technology and the collection and processing of images and personal data. The Client agrees to indemnify and hold the Company harmless from any claims arising from failure to obtain such authorizations, especially as the Company is not onsite for any events nor have the ability to collect necessary permissions.

RESELLING:

The Client agrees not to charge Event guests or attendees for services rendered by the Company at the Event without the Company's prior written consent. This does not apply to any admission or entrance fees charged for the Event.

CONFIDENTIALITY

The Company agrees to:

Not disclose or permit disclosure of the Client's Confidential Information without prior written consent.
Use Confidential Information only as necessary to perform its obligations under this Agreement.
Notify the Client immediately upon becoming aware of any unauthorized disclosure or loss of Confidential Information.

"Confidential Information" includes any information treated as confidential by the Client or that should reasonably be understood to be confidential, such as business operations, strategies, pricing, and personal data.

WARRANTIES

The Company will use reasonable efforts to provide high-quality services but does not warrant that the services will be uninterrupted or error-free. Except as expressly stated in this Agreement, the Company disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

The Company represents and warrants that:

It has the required skill, experience, and qualifications to perform the services.
The services will be performed in a professional and workmanlike manner in accordance with industry standards.
It will comply with all applicable laws and regulations in performing the services.
It maintains adequate insurance coverage, including general liability and professional liability insurance, and will provide certificates of insurance upon request.

LIMITATIONS OF LIABILITY

LIMIT OF LIABILITY:

Except as otherwise provided in this Agreement, each party's total liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total amount paid under this Agreement.

EXCEPTIONS:

The limitations of liability shall not apply to:

Breach of confidentiality obligations.
Indemnification obligations.
Gross negligence, fraud, or intentional misconduct.

NO LIABILITY FOR CERTAIN DAMAGES:

Neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits or data loss, even if advised of the possibility of such damages.

FORCE MAJEURE:

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, wars, civil disturbances, or labor disputes. In the event of such delay, the affected party shall notify the other party as soon as practicable and make reasonable efforts to resume performance as soon as possible.

In the event of cancellation due to a force majeure event:

The Client will pay the Company for services and deliverables provided and accepted up to the date of cancellation.
The Company will refund any amounts paid above the value of services provided.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and affiliates from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

Any breach of this Agreement by the indemnifying party.
Any negligent or intentional acts, errors, or omissions by the indemnifying party or its agents.
Violation of any third-party rights, including intellectual property rights, by the indemnifying party.

AI PROVISIONS & DATA PROTECTION

AI DATA USAGE AND PRIVACY:

The Company employs AI technology to enhance the services provided at the Event(s). All AI-generated data, including images and interactive content, will be collected, stored, and processed in accordance with applicable data protection laws.

The Company:

Ensures that data encryption and security measures are employed.
Will not share personal data with third parties without the Client's consent, except as required by law.

CONSENT FOR AI INTERACTION:

The Client is responsible for informing and obtaining consent from all Event participants regarding the use of AI technology and the collection of their images and personal data.

LIABILITY FOR AI MALFUNCTIONS:

The Company will make reasonable efforts to ensure the AI technology functions properly but does not guarantee it will be error-free. The Company's liability for any AI-related issues is subject to the limitations set forth in the "Limitations of Liability" section.

INTELLECTUAL PROPERTY RIGHTS

OWNERSHIP OF DELIVERABLES:

All photographs and content created during the Event (the "Deliverables") are considered "works made for hire" and are owned by the Client upon full payment of the Service Fee.

LICENSE TO COMPANY:

The Client grants the Company a non-exclusive, royalty-free, perpetual license to use the Deliverables for the Company's promotional purposes, including portfolios, websites, and social media. The Company agrees not to sell or license the Deliverables to third parties without the Client's prior written consent.

PRE-EXISTING MATERIALS:

If the Company incorporates any pre-existing materials into the Deliverables, it grants the Client a non-exclusive, royalty-free, perpetual license to use such materials in connection with the Deliverables.

THIRD-PARTY MATERIALS:

The Company will obtain all necessary licenses and permissions for any third-party materials used in the Deliverables and will provide copies of such licenses to the Client upon request.

MODEL RELEASE

The Client is responsible for informing Event participants that photography and/or videography will be taking place and that images may be used for promotional purposes by both the Client and the Company.

The Company agrees to honor any requests from individuals who do not wish their images to be used.

PERSONAL INFORMATION

DEFINITIONS:

Personal Information: Information about an individual that can be used to identify them.
Security Incident: Any unauthorized access, loss, or disclosure of Personal Information.

OBLIGATIONS:

The Company agrees to:

Process Personal Information only as necessary to perform the services.
Implement appropriate technical and organizational measures to protect Personal Information.
Limit access to Personal Information to personnel who need to know such information.
Notify the Client immediately of any Security Incident.
Comply with all applicable data protection laws, including GDPR and CCPA.

CALIFORNIA CONSUMER PRIVACY ACT (CCPA):

The Company acknowledges and agrees that it is prohibited from:

Selling any Personal Information received under this Agreement.
Retaining, using, or disclosing Personal Information for any purpose other than performing the services specified in this Agreement.

By executing this Agreement, the Company certifies its compliance with these restrictions.

GENERAL PROVISIONS

INDEPENDENT CONTRACTOR:

The Company is an independent contractor and not an employee or agent of the Client. Nothing in this Agreement creates a partnership, joint venture, or fiduciary relationship between the parties.

ENTIRE AGREEMENT:

This Agreement, together with the Proposal, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.

ASSIGNMENT:

Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

GOVERNING LAW AND DISPUTE RESOLUTION:

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiations between the parties. If unresolved, the disputes may be submitted to mediation before resorting to litigation. The parties consent to the exclusive jurisdiction of the state and federal courts located in Pierce County, Washington.

SEVERABILITY:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NO WAIVER:

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

HEADINGS:

Headings are for reference purposes only and do not affect the interpretation of this Agreement.

ATTORNEYS' FEES:

In the event of any litigation or other action arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

‍

Snapshot Agreement Terms & Conditions