This STUDIO 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 virtual headshot studio of any duration (the "Studio”) 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.
RESERVATION, FEES, AND PRICING
SERVICE FEE: The fee for the Company’s services (the "Service Fee") is determined based on the number of headshots purchased by the Client. The Service Fee does not include any applicable state sales tax. Services will not be rendered until the Service Fee is paid in full, unless otherwise agreed to in accommodating NET payment terms.
PRICING: Headshots are sold at a starting price of $30 each. The price may decrease based on volume, with specifics detailed in the quote provided to the Client.
STUDIO ACCESS: The price of the headshots encompasses access to the Studio platform. Inactivity exceeding 6 months on the Studio may lead to the Company contacting the Client to discuss potential cancellation of their account or future plans for utilization.
NO ANNUAL COMMITMENTS: The Company does not require annual commitments, renewals, event passes, or terms of any specific length for access to the Studio.
PRICING CHANGES: The Company reserves the right to modify its pricing at any time. Services or merchandise not included in this Agreement will be charged based on prevailing prices at the time of the order.
RESERVATION & CANCELLATION: A signed Quote and the Service Fee are required for the Company to provide the Client with a Studio. If the Client wishes to cancel their order or if there is a breach of this Agreement by the Client, this Agreement shall be terminated; the Company shall be entitled to keep the Service Fee and the Client agrees that it shall have no recourse to recover the Service Fee.
LIQUIDATED DAMAGES: Following receipt of the Service Fee, the Company agrees to build a Studio for the client. If the Client cancels the Studio or fails to pay the remaining portion of the Service Fee when due, the Company may have expended time and resources for the Client’s Studio that could have been put towards other products or services. 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, 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 (and entitled to keep the non-refundable Deposit) 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
INHERENT QUALITIES: The Client acknowledges that it is aware that color dyes in photography may fade or discolor over time due to the inherent qualities of dyes as well as digital media which may deteriorate due to de-lamination and oxidation, and Client releases the Company from any liability for any claims whatsoever based upon the deterioration due to such inherent qualities. The Client also acknowledges that Client has the sole responsibility for any printing done by any third party and Company makes no representation of quality for printing.
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 improper use of technology by 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 Studio users, 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 images taken with the Company’s product (including any such intellectual property present in the background of such photographs based on the location of the users), and the permission necessary to enable users to take such photographs. 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 images taken by the Company or charging any individual or entity for the services provided by the Company.
LIMITATIONS OF LIABILITY
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 users are at liberty to act independently, the Company cannot guarantee delivery of any specifically requested image(s), including any specific number or quality of images.
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
COPYRIGHT AND SHARED LICENSING: The photographs produced by the Company are initially protected by copyright under Title 17 U.S.C., as amended. Upon full settlement of the Service Fee, copyright ownership shall be shared equally between the Company and the Client. This entitles both parties to use, reproduce, display, and distribute the photographs for commercial purposes. For the Company, commercial purposes extend only to the marketing of the product in question and the creation of case studies and other sales or marketing collateral. The Company does not ask for copyright for any other reason than to reasonably promote its services by using content created with its platforms.
MODEL RELEASE AND JOINT USE: The Company assigns to the Client the unrestricted right to use and publish photographs of the Client and their guests for editorial, trade, advertising, education, and any other commercial and non-commercial purposes; and likewise, the Client grants a reciprocal right to the Company for similar use. The Client ensures that all necessary model releases that comply with the terms of this Agreement have been obtained. For any individuals from whom a release has not been secured, the Client will hold the Company harmless from any resulting claims, acknowledging that the Company may rely on the Client's representation of having informed all individuals at the Event of the potential commercial use of their images by both the Company and the Client.
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, 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.