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THIS AGREEMENT is made as of booking date  (the “Effective Date”) between with the primary contact of booking  (“Client”), and IDALI COLON dba Idali Impressions Photography (“Photographer”).

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I have read through and understand the terms of this PHOTOGRAPHY SERVICES AGREEMENT between with the primary contact of booking (“Client”), and IDALI COLON dba Idali Impressions Photography (“Photographer”). By digitally signing this agreement, I agree to enter into this agreement willfully. 

 

 

1. Engagement of Photographer

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1.1 Services. Subject to the terms set out herein, Client engages Photographer to provide, and Photographer agrees to provide, the photography services described in this Section 1.1 (the “Services”). 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.

 

    Description of Services:

• Type of Photography: Newborn, Maternity, Birthday, Family or Mini session coverage, as set forth in in service package booked

• Session Details: as set forth in booking form

• Duration: as set forth in service package booked

• Deliverables: Only specific number of final, retouched digital images provided as set forth in service package booked

• Delivery method: Online gallery with digital product download

• Timeline for delivery of the final product: Final gallery will be delivered no later than 3 weeks from when client submits their images selections

• Additional Services: No additional services or photo prints will be provided. No re-shoots.

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

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1.3 Digital Product Policy.  By agreeing to a photography session with Idali Impressions Photography, I understand that I will only receive a specified number of finalized, retouched digital images as in service package booked.  I understand that un-edited proofs are NOT included nor are available for purchase. The un-edited proof gallery will only be available until I receive the final, retouched images included in my service package.  Once final images have been delivered, I will no longer have access to the proof gallery. Proofs are an unfinished product and should not be distributed, shared or posted.  Proofs do not represent the final images by Idali Impressions Photography. By agreeing to a photography session with Idali Impressions Photography, I also understand that I am not entitled to a re-shoot for any reasons, so whereas photographer has provided images that are properly exposed and technically accurate. 

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2. Fees and Payment​

 

2.1 Fees. Client will pay Photographer the fees set out herein in this Booking Form (“Fees”), including any applicable federal or state/provincial sales or value-added taxes due on such Fees.

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2.2 Retainer ("Deposit"). Client acknowledges and agrees that the deposit amount collected at time of booking is due upon the signing of this Agreement and is not refundable (“Deposit”), so as to fairly compensate Photographer for committing his/her time to provide the Services and turning down other potential projects or clients. Client acknowledges and agrees that the deposit amount collected at time of booking will not be refunded if client cancels less than 7 days before the original date of the Services (the “Minimum Notice”). Both parties agree that the deposit will be credited towards the total Fees payable by Client. 

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2.3 Invoice. Photographer will not issue an invoice, unless requested by client. Booking form and confirmation shall serve as invoice for balance due on day of service ("Due Date"). Client agrees to pay all Fees outstanding on due date. Any payment after the due date will incur a late fee of 3% per month on the outstanding balance. Client acknowledges that the final amount payable may be subject to change depending on the amount actual expenses incurred. Client confirms and agrees that the final calculations provided in advance, should they be different from the total listed in Booking Form (“Fees”), will be the final amount payable.

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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 attendees or participants of the photo shoot.

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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 city of Bloomfield, NJ.  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. Client understands that a ("Travel Fee") may be added and billed as part of the travel expenses incurred. 

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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 IDALI COLON dba Idali Impressions Photography (“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.  By booking a photography session with Idali Impressions Photography, Client is hereby waiving, releasing, and discharging Idali Impressions Photography and all its affiliates, from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to me or my family including my traveling to and from this event. Idali Impressions Photography is not responsible for any injuries inflicted upon any participating parties. Client(s) will be responsible for their children and for themselves and release photographer from any claims against their person or their business.  Client swears that each person is participating voluntarily in the said photography session and forfeit all right to bring a suit against Idali Colon or Idali Impressions Photography for any reason.

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3.4 Client Parties. Idali Impressions Photography is not responsible for uncooperative parties.  It is understood that the behavior of children is unpredictable, however, IDALI COLON dba Idali Impressions Photography (“Photographer”) is not liable if children do not cooperate during sessions.  No-reshoots will be given due to un-cooperative guests and/or children.

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4. Photographer Responsibilities​

 

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

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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.

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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 or participants at the photo shoot 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.

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4.4 Image Retention Policy.   Photographer will retain digital images for 3 years from date of service (the “Session Date").  After this time, photographer is not responsible for storing, saving or providing duplicate image copies to Client.   

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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.

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5.2 Editing 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 or deposits returned.

• Un-edited photos will not be provided, not included and not available for purchase.

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5.3 Image Release.  The undersigned hereby grants IDALI COLON dba ("Idali Impressions Photography") the absolute and irrevocable right and permission, in respect to the photographs, video footage or any other media (hereinafter collectively known as “Images”) that Idali Impressions Photography has taken of me or my property, or minors in my care, or in which I may be included with others, to copyright the same, in Idali Impressions Photography’s own name or otherwise, to use, re-use, publish, re-publish, post, display, in printed form, or in any and all media now or hereafter known, and for any legitimate purpose whatsoever. Idali Impressions Photography may revoke this license at any time and for any reason. Idali Impressions Photography retains all copyrights to the images and derivative works thereof. Idali Impressions Photography agrees to only use first names of baby.  Client hereby grants Idali Impressions Photography the right to use and publish images, photographs and video footage taken at your photography session to further promote its service, including portfolio, print, web site, display, advertisement, and editorial use. Idali Impressions Photography agrees to limit the use of these images and photographs to promotional use only.

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6. Term and Termination​

 

6.1 Term. This Agreement will begin on the booking date  (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”).

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6.2 Cancellation. Client may terminate the Agreement (“Cancellation”) and/or reschedule the Services (“Rescheduling”) by providing Photographer with written notice no later than 7 days before the original date of the Services  (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 or refund the Retainer ("Deposit").​

 

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.

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6.5 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.

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7. Ownership of Work Product by Photographer

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7.1 Ownership of Work. Photographer will own all right, title and interest in all Work Product. Client (on behalf of itself and any attendees or participants at the photo shoot) 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 (“Client 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 Client Materials as provided herein.

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8. Limited License to Client​

 

8.1 Personal Use. Photographer hereby grants Client an exclusive, limited, irrevocable, royalty-free, non-transferable and non-sublicensable license to use Work Product for Client’s Personal 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. Client will not make any other use of the Work Product without Photographer’s prior written consent, including but not limited to use of the Work Product for commercial sale.

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8.2 Copyright and Reproduction.  The client agrees that all copyrights and/or intellectual property rights for all photographs taken at the session shall be held exclusively by Idali Impressions Photography. The client will receive images digitally and may print at their discretion as well as purchase professional prints and items from the photographer. The client may also post images online and to social media (i.e. Facebook, Instagram, etc.) but must note Idali Impressions Photography as the photographer and include a tag where feasible. The client is encouraged to back up their images upon receiving them and gallery will be available to clients for 30 calendar days.  Your purchase of the original digital files releases Idali Impressions Photography from any liability due to loss or damage of the images, and also releases Idali Impressions Photography from any obligation to maintain copies of any digital file, image, or photograph. The client may not sell, distribute or take credit for any of the photos taken by Idali Impressions Photography. Idali Impressions Photography highly recommends that photographs be printed only through a professional printing lab.  If client prefers to print through a low quality printer, Idali Impressions Photography is not responsible for client being displeased with those printed products.

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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.

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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.

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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 attendees or participants at the photo shoot that are beyond the control of Photographer (e.g., camera flashes).

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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.

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10. General​

 

10.1 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: idaliimpressions@gmail.com 

• Client’s Email: provided in booking form 

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

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10.3 Governing Law. This Agreement will be governed by the laws of New Jersey.

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

 

10.5 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.​

 

10.6 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.​

 

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I have read through and understand the terms of this PHOTOGRAPHY SERVICES AGREEMENT between with the primary contact of booking (“Client”), and IDALI COLON dba Idali Impressions Photography (“Photographer”). By digitally signing this agreement, I agree to enter into this agreement willfully. 

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