Terms  and Conditions

 

This Photography & Videography Services Agreement, hereinafter referred to as "Agreement," contains the entire understanding between Elena Dotoli – Photography and Film LLC, a limited liability company, organized under the laws of the state of Arizona, having its principal place of business at the following address:

22163 N 78th St
Scottsdale, Arizona 85255
Email: info&elena-dotoli.com

and you, the Customer. 

Hereinafter, "Customer" means a recipient of the Photography Services. "Photographer" will refer to and be used to describe the following party: Elena Dotoli – Photography and Film LLC. Photographer and Customer may be referred to individually as "Party" and collectively as the "Parties."

RECITALS:

WHEREAS, Customer wishes to engage Photographer for certain photography services (the "Photography Services"), as described more fully below;

WHEREAS, Photographer has the skills, qualifications, and expertise required to provide the Photography Services to the Customer;

WHEREAS, Photographer wishes to render such Photography Services to Customer.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

 

 

 

Article 1 - DEFINITIONS:

As used in this Agreement:

a) "Photography Services" shall be used to refer to the following specific photography services that the Customer is able to purchase from the photographer under the terms and conditions set forth herein:

Consulting & Alignment

Coaching & Training

Photography

Editing

Retouching

Videography

Digital Image Gallery

Post Session or Post-Production

After session purchases

Add-ons

Licenses

Etc.

b) "Service Details" shall be as follows but not limited to:

a) Onsite or remote date of Services

b) Duration and time of Services

c) Scope of Services

d) Travel expenses

c) "Fees" shall be used to refer to the payment Customer will pay to Photographer for the rendering of the Photography Services. 

 

Article 2 - AGREEMENT:

Subject to the terms and conditions of this Agreement, Photographer hereby agrees to render the purchased or booked Photography Services to Customer and Customer agrees to pay Photographer the Fees required for the Photography Services.

Article 3 - FEES:

a)    The photographer provides the Customer with a Price Guide, an Estimate or an individual quote and will remain once booking is confirmed.

 

b)    The Customer acknowledges Photographer’s Fees once booking is confirmed or any Photography Services is agreed, or any Service Details have been aligned.

 

c)     Method of Payment: Photographer will accept the following forms of payment: Paypal, Apple Pay, Zelle, Credit Card Payment, Bank Transfer, Checks

 

d)    Payment in full of the remaining balance will be due before images or films are provided in Customer’s digital gallery for final download.

 

e)    Additional Photography Services or Add-ons can be booked by the Customer before, (during) and after the Photography or Videography Session and must be paid in full before final content will be provided in Customer’s digital gallery for final download.

 

f)     Titles to all performed Photography Services remains with the photographer until paid for in full by the Customer.

 

Article 4 - EXCLUSIVITY:

Photographer shall be the sole and exclusive photographer at the date of Services.

Article 5 - NO GUARANTEE OF POSES OR CIRCUMSTANCE:

Customer acknowledges and agrees that Photographer cannot guarantee any specific poses or photos. If Customer wishes to have certain poses or photos, Photographer will make every effort to include such poses but does not warrant that such poses or photos will turn out in the manner Customer wishes or that such poses or photos will be usable for Customer's needs.

Photographer shall not be liable for any compromised Photography Services due to causes beyond the Photographer's control, such as weather, decorations, lighting, or any other causes or factors.

Although all equipment is checked regularly and reasonable steps are taken to ensure backup equipment is available, the photographer will not be responsible for content that is not produced due to technical failure.

Article 6 - PERMITTING:

If any permits, approval, condition or licenses are required, Customer is responsible to obtain such permits or licenses and Photographer shall not be liable for any failure of Customer to do so.

Article 7 – COPYRIGHT AND CUSTOMER USAGE:

All images, films, footage and photographic materials, including but not limited to digital files, negatives, transparencies, proofs, and previews, shall be the exclusive property of the photographer. Elena Dotoli - Photography and Film LLC shall own the copyright in all content created and shall have the exclusive right to make reproductions.

Customer is obtaining images and films for personal use only, and you shall not sell said images or films or authorize any reproductions thereof by parties other than Elena Dotoli - Photography and Film LLC. Without permission from the Photographer, the Clint shall not download, copy, print, screen shot, use as a basis for derivative works, manipulate in any way, or otherwise use the Photographer’s images.

For any commercial use, Customer must purchase a per image license from the Photographer and shall ensure all images are displayed with the Name and or Logo of the Photographer.

The Photographer maintains the right to make reproductions for the Customer or for the Photographer’s portfolio, self-promotions, entry in photographic contests or art exhibitions, editorial use, or for display within or on the outside of the Photographer’s social media and web presence, etc.

Any use beyond that which is described above shall be unlawful.

All digital negatives (computer files) remain the property of the photographer. Should the digital negative files be lost, damaged or destroyed for the reasons beyond control, the Photographer’s liability shall be limited to a full refund of any deposits and fees paid, but shall not include a refund for any Photography Services already received.

Article 8 - COOPERATION:

Customer and Photographer agree to cooperate with each other for the duration of the Parties' relationship. Photographer will use skill, discretion, and experience to ascertain the best shots possible for Customer but does not guarantee any end result.

It is Customer's responsibility to ensure all photography sessions described through the Service Details run on-time. Photographer does not guarantee availability for any session which may not start on time or run over time. Further, Customer may be responsible to Photographer for the payment of any fees due, regardless of the late operation of any sessions because of Customer's fault or any unforeseen circumstances which are not the fault of Photographer.

Article 9 - PHOTOGRAPHER SAFETY:

Should Photographer be subject to any hostile words, threats, or other inappropriate, threatening, or violent behavior, Photographer reserves the right to immediately terminate this Agreement. Any funds already paid to Photographer in such termination will be forfeited by the Customer.

Article 10 - RELATIONSHIP OF THE PARTIES:

Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities and operations of the other and its status at all times will continue to be that of an independent contractor relationship.

Article 11 - SUBCONTRACTORS:

The Photographer shall not be permitted to use subcontractors in the provision of Photography Services to the Customer unless otherwise agreed. Photographer was hired specifically for Photographer's own skill set and may not outsource any work.

The Photographer may substitute another photographer to take the photographs in the event of Photographer’s illness or personal crisis. In the event of such substitution, Photographer warrants that the photographer taking the photographs shall be a competent professional.

 

 

Article 12 - EXPENSES:

Travel expenses are additional fees and may include milage, airfare, hotels, parking, rental car, and/or transportation of equipment, as applicable.

Article 13 - CANCELATION:

Should Customer cancel this Agreement prior to Photographer's completion of any work, Customer will not be due any refund of funds already paid. Future payments will be charged based on actual work completion progress.

Article 14 - WARRANTIES:

The Photographer represents and warrants that it will perform the Photography Services using reasonable care and skill for a Photographer in their field and that any results, end products, or materials given by the Photographer to the Customer under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

Article 15 - LIMITATION OF LIABILITY:

Except in cases of death or personal injury caused by either Party's negligence, either Party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Customer to the Photographer.

To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

 

Article 16 – PERSONAL ACCIDENT

Any directions issued to the Customer, their guests, their animals, their pets, their employees, etc. during a photographic shoot are deemed to be at said person’s own risk. The photographer cannot be held responsible for any accidents or personal accidents during a photographic shoot.

 

Article 17 - INDEMNITY:

Customer hereby agrees to indemnify Photographer against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Photography Services rendered under this Agreement or any transaction or matter connected with the Photography Services or the relationship between Photographer and Customer arising out of the fault of Customer. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.

Article 18 - TERMINATION:

This Agreement shall terminate automatically when the Photographer's work has been completed.

This Agreement may also be terminated by either Party, upon notice in writing:

a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;

b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;

No on-going relationship between the Parties is contemplated and Customer may not assign additional work to Photographer. The Parties may decide, through an addendum to this Agreement, to expand the scope of Photography Services, but such Agreement may only be in writing and with explicit terms.

Article 19 - GENERAL PROVISIONS:

a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Arizona and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Arizona. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

j) FORCE MAJEURE: Photographer is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

k) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email.