This STORY 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 a video booth of any duration and associated products, outlined and confirmed through a quote (the "Quote") 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 is a contract between you, as the Client or as agent for the Client, and the Company. 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
SERVICE FEE: The service fee (the "Service Fee") encompasses only those items included in the list of services located in the invoice sent by the Company to the Client. The Service Fee is composed of the Client’s selection of, A - the plan, B - additional credits, and, C - add- ons. The Service Fee does not include applicable state sales tax. The Company will be under no duty to perform its obligations under this Agreement until such time as Client has paid the Service Fee in full.
RESERVATION: A signed Quote and payment of the Service Fee are required to reserve the Company’s services. If the Client wishes to cancel their order or if there is a breach of this Agreement by the Client, the Company shall be entitled to keep 50% of the plan portion of the Service Fee (the “Deposit”) and the Client agrees that it shall have no recourse to recover the Deposit or any portion thereof. The Client shall also be responsible to pay to the Company any amounts that the Company expended in furtherance of performing the
Company's obligations under this Agreement that are incurred up to and including the time that the Company receives the Client's notice of cancellation as well as any unavoidable amounts the Company incurs after the notice of cancellation.FEES AND PRICING
SERVICE FEE & PAYMENT: The service fee (the "Service Fee") encompasses only those items included in the list of services located in the invoice (the “Invoice”) sent by the Company to the Client. The Service Fee does not include applicable state sales tax. 50% of the plan portion of the Service Fee is considered a nonrefundable Deposit. After a Quote is approved, the Company shall send the Invoice to the Client stating the Service Fee. The Client is responsible for paying the Service Fee to the Company within seven (7) days of the date of the Invoice. The Company will be under no duty to perform its obligations under this Agreement until such time as Client has paid the Service Fee in full.
ADDITIONAL PAYMENT TERMS: If the Client does not make payment of the Service Fee upon the dates and in the amounts stated herein, the Client agrees that the Company may, in its sole and absolute discretion, assess a late payment charge in the amount of $150 per month for such late payment and Company is under no obligation to perform any obligations until all payments, including late payments are made in full. In the event the Client fails to remit payment as specified, the Company shall have the right to immediately terminate this Agreement with no further obligation, retain any monies already paid, and not provide services to the Client. Returned checks will be assessed a $30 non-sufficient funds fee and Company will not perform any obligations until payment is made with sufficient funds.
PRICING: Services or merchandise not included in this Agreement will be sold at the current price when the order is placed. All prices are subject to change at any time without notice. If at any point the Company issues credit vouchers or other similar instruments representing credit that the Company will provide to a Client, those instruments shall have no intrinsic cash value, shall be non-transferable, and may only be applied toward specified products or services from the Company.
LIQUIDATED DAMAGES: Following receipt of the Service Fee or an acceptable guarantee of impending payment of the Service Fee, the Company will begin work on building the custom product for the Client. If the Client cancels their order or fails to pay the Service Fee when due, the Company will have expended effort and costs in preparation for the Client and may have turned down other business in order to do so. As a result, the Client and Company agree that (1) it will be difficult to estimate the total amount of damages to the Company in the event that the Client breaches this Agreement, including but not limited to a failure by the Client to pay the Service Fee when due, and (2) that the amount of the Service Fee is the best estimate of the damages to the Company if the Client were to breach this Agreement. As a result, the Company shall be entitled to liquidated damages in the amount of the Service Fee in event of a breach of this Agreement by the Client.
Company is not obligated to seek Liquidated Damages and does not waive its right to pursue any other damages.PROVISIONS AND AGREEMENTS
SCHEDULE – ANNUAL CLIENTS:
The Client agrees that their subscription begins upon signing the Quote, and includes a 365-day activation period. The Company will make the admin dashboard available to the Client within a maximum of 2 business days (PST) of the signing of the Quote. The Client will be asked to submit their customization preferences; product finalization and availability depends on the Client’s rate of communication and receipt of the Service Fee. The Company is prepared to build and finalize a product after receipt of the Client’s customization preferences within 6 business days, but as this timeline depends on the Client’s input, the Company does not guarantee this timeline.
SCHEDULE – EVENT PASS CLIENTS:
The length of the Client’s activation period will be included in the Quote. Upon signing of the Quote and receipt of the Service Fee, the Client will be asked to submit their customization preferences; product finalization and availability depends
on the Client’s rate of communication. The Company is prepared to build and finalize a product after receipt of the Client’s customization preferences within 6 business days, but as this timeline depends on the Client’s input, the Company does not guarantee this timeline.
The Client agrees to confirm the preferred start date at least one-week in advance. Notification of any changes in schedule must be made in a timely manner and confirmation of receipt must be obtained from the Company by the Client. The Client is responsible for providing the Company with the correct date and shall bear the full risk of loss if the Client provides an incorrect date to the Company. If the preferred start date is to occur less than one-week from the date of signing the Quote, the Company shall use the information provided to the Company on the Design Form as the confirmation of the schedule required hereunder.
NUMBER OF SUBMISSIONS: User engagement with the Company’s services can vary and is out of the Company’s control. The Company does not guarantee any number of video submissions for the Client.
DISCLAIMER: The Company disclaims any and all liability and the Client agrees that the Company shall have no liability due to causes beyond the control of the Company including but not limited to incorrect dates provided to the Company, power outages, and improper use of technology by users.
AUTHORIZATIONS: The Client represents and warrants to the Company that it has obtained any and all necessary authorizations, permits, licenses, or other agreements from the Client’s responsibility parties and each user of the Company’s products, such that the Company has full rights to provide the product in connection with providing the services requested by the Client hereunder. This includes, but is not limited to, any protected intellectual property, such as copyrights, trademarks, rights of publicity, that may appear in the videos taken by the Company or its equipment (including any such intellectual property present in the background of such videos based on the location of any users), and the
permission necessary to enable users to take such videos. The Client agrees to indemnify, defend, and hold Company harmless for any breach of this section.
RESELLING: The Client agrees that it shall not charge users for services rendered by the Company. The Client must obtain written permission from the Company prior to selling the videos taken by the Company or charging any individual or entity for the services provided by the Company. Notwithstanding the foregoing, this section shall not apply to any admission or other type of entrance fee that the Client charges for admission to any event or venue at which the Company’s services are featured.
LIMIT OF LIABILITY: The Client agrees that in all instances, the Company’s total and aggregate liability to Client for any claim for damages, reimbursement or loss, relating to or in connection with this Agreement, is solely limited to amount of the Service Fee or other form of compensation paid by Client to Company over the immediately preceding six (6) month period. In the event that the product malfunctions for reasons outside the Company’s control such as technology failure, the Company’s liability is further limited to the return of the Service Fee. Because the Company is not in control of users, the Company cannot guarantee delivery of any specifically requested submission(s).
FORCE MAJEURE: In the event that the Company is unable to supply its services due to an illness, act of God, act of terrorism, or other cause beyond the control of the Company, responsibility and liability is limited to the return of the Service Fee.
INDEMNIFICATION: The Client covenants and agrees to indemnify, defend and hold the Company harmless from all claims, demands, actions or damage of every kind and nature, including attorney fees and all other costs and expenses necessarily incurred, which may accrue to, or be suffered by the Company due to any breach of this Agreement by Client or by virtue of the Company providing the services described hereunder to Client.RELEASES, POLICIES, AND COPYRIGHTS
GALLERY: You may elect to have a gallery associated with your product. A gallery is a display of videos taken with a Company product, hosted by the Company for the duration of your activation period. By selecting a gallery, Client represents and warrants that it obtained all necessary permissions from all users for Company to host and display videos for a gallery.
FILM AND COPYRIGHTS: The videos produced by the Company are protected by copyright and are not considered works-made-for hire under the Copyright Act of 1976, Title 17 U.S.C., as amended (the "Copyright Act"). The videos may not be reproduced, disseminated, or displayed except as specifically provided for herein. The Company retains all ownership and intellectual property rights, including copyright, in and to all of the videos and images produced in connection with this Agreement and the Company’s services. Upon receipt of full payment of the Service Fee, the Company agrees that the Client shall receive a limited license to use, display and disseminate the videos provided by the Company to Client. Client and any users may download videos taken with Company products for non- commercial, personal uses only. Client and users will not use any downloaded videos for any other reason or will not use any videos in violation of any laws, including, but not limited to, copyright laws or rights of publicity. Notwithstanding the foregoing, the Client shall not receive a license to commercially exploit or in any way alter such videos, except as may be separately agreed to in writing between the Company and Client. In all instances, the Company name shall be included and credited in each video produced under this Agreement.
MODEL RELEASE: The Client hereby assigns to the Company, the irrevocable and unrestricted right to use and publish videos containing images of the Client or users which may be used for editorial, trade, advertising, educational and any other purpose and in any manner and medium; to alter the same without restriction; and to register the copyright of the same without restriction. This includes, but is not limited to, any rights arising under any copyright laws or rights of publicity or personality that the Client or users believe they may have. The Client and all users release all claim to profits that may arise from use of videos. The Client covenants that it has obtained a model release, that substantially
incorporates all requirements of this Agreement, from each user and to the extent that any such model release has not been obtained, the Client agrees that it will fully defend, indemnify, and hold the Company harmless from any damages, losses, or liability that results from Client’s failure to obtain such model release. Client acknowledges that the Company is relying on Client’s representations herein and has informed all users that videos taken via the Company’s products will be included in a gallery accessible by the Client and the Company.GENERAL PROVISIONS
SUCCESSORS AND ASSIGNS: The terms and provisions of this Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties.
NONASSIGNABLE: This Agreement may be freely assigned by the Company to its affiliates or affiliated entities. This Agreement is not assignable by the Client without the express consent of the Company, which may be withheld at the Company’s sole discretion.
JURISDICTION, VENUE AND GOVERNING LAW: All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in Pierce County, Washington. The parties hereby irrevocably consent to the exclusive jurisdiction of such courts.
SEVERABILITY: Unless otherwise provided herein, if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
NO WAIVER: Any agreement to waive one or more provisions of this Agreement or any failure by one or both parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
HEADINGS: The headings and sub-headings of clauses contained are used for convenience and ease of reference and do not limit the scope for intent of the clause.
ATTORNEYS' FEES: In the event of any litigation or any other action regarding or relating to this Agreement, the Quote(s), or the Invoice(s), the prevailing party shall be entitled to recover from the other party all of its reasonable attorneys' fees and other reasonable expenses incurred in connection therewith, including in any appeal therefrom or in any bankruptcy.
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