Terms and Conditions

In consideration of the mutual covenants along with other valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties will be bound as follows:

1. ENGAGEMENT 

1.1. Scope
Client has engaged Photographer by scheduling a portrait session through https:// karaallenphotography.com/ (the “Website”). Photographer will provide the photography services (“Services”) and deliver the photographic works (“Photographs”) to Client consistent with the package selected through the Website. The Client will control he manner or means by which Photographer performs the Services. The terms and conditions of this Agreement will apply to all portrait sessions scheduled through the Website, regardless of Services are provided or Photographs are completed, delivered, accepted, or required to be completed, delivered, or accepted.

1.2. Term
This Agreement is effective upon its execution and will continue until the Services are completed, unless earlier terminated in accordance with Section 1.3. Any extension of the Term requires the parties mutual written agreement.

1.3.Termination Without Cause
Either party may terminate this Agreement for its convenience by providing thirty-six (36) hours prior written notice by email to karaallenphoto@gmail.com.

2. FEES

2.1. Fees
Client will pay Photographer a one-time fee in the amount TBD

2.2.Payment Terms
Client will pay Photographer by Credit Card prior to commencement of the Services. 

2.3.Rescheduling Fee
If Client needs to reschedule the portrait session, then Client will provide Photographer at least 24 hours prior written notice by email to kara@karaallenphotography.com. If timely notice is provided, the portrait session will be rescheduled for a mutually agreeable date and time without any additional charge. If timely notice is not provided, Photographer may charge a $50.00 rescheduling fee.

3. CLIENT RESPONSIBILITIES 

3.1. Access
Client and Photographer will agree to a location (“Property”) for the portrait session. If the Property is selected by Client, then Client will ensure Photographer has access to the Property to the extent necessary for the performance of the Services.

3.2.Site Preparation

a) is not photo ready,

b) contains unrestrained pets on the Property,

c) or contains any other hazardous condition that may prevent the safe delivery of services

3.3.Obtain or Grant Permissions

Client will obtain written consent (“Permission”) from an authorized representative of all persons to be photographed and each Property necessary to perform the Services. Such consent will grant Photographer rights to capture in a Photograph such person or Property and then display, publicly perform, exhibit, transmit, broadcast, reproduce, record, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use such Photograph including the name and likeness and other characteristics.

4. PHOTOGRAPHER RESPONSIBILITY 

4.1.Deliver Photographs
Photographer will perform the Services and deliver the Photographs to the Client through a personalized portal on the Website.

4.2. Equipment
Photographer will furnish, at its own expense, the equipment, supplies, and other materials used to perform the Services.

5. INTELLECTUAL PROPERTY RIGHTS 

5.1.Ownership Of Photographs
Photographer owns and retains all right, title, and interest in the Photographs, including copyright and any other intellectual property, subject to the non-exclusive license granted in Section 5.2. This includes the right to registration, renewal and reversion rights, along with the right to sue to enforce such rights against infringers.

5.2.Grant Of Rights
Upon payment of the Fees, Photographer grants Client, its affiliates, and each of their respective direct and indirect licensees, successors, and assigns, a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the results and proceeds of the Services (which include the Photographs) (the “Works”), including all copyrights and other intellectual property rights therein (including all extensions and renewals thereof, all reversion rights therein, and the right to register and sue to enforce such copyrights against alleged and actual infringers) and all exploitation and allied, ancillary, and subsidiary rights therein (including the right to exploit the Works, in perpetuity, throughout the universe, in any and all media and by any and all technologies and means of delivery whether now or

5.3.Photographer’s Name, Likeness, And Information
Photographer grants to Client a limited licensee to use Photographer’s name, image, likeness, and biographical and professional information, including information Photographer provides to Client and any other information about Photographer that is publicly available, in connection with the Photographs.

6. DISPUTE RESOLUTION
Disputes between the parties arising out of or related to this Agreement will be resolved as follows:

6.1. Notice
The aggrieved party will provide written notice to the other as specified in this Section articulating the specific nature and all relevant facts (along with supporting evidence) of the dispute or potential breach and action requested by the aggrieved party to resolve the dispute or potential breach including an amount in controversy (“Matter”).

6.2. Response
The other party will reply in writing within ten (10) business days with either:
a) The action requested by the aggrieved party to cure the Matter (“Cure”);
b) Corrective Action Plan with a schedule of when the Matter will be resolved if it cannot be Cured within ten (10) business days;
c) A detailed explanation of why the Matter should not be considered a breach (“Response”) including any supporting evidence to clarify any disputed facts.

6.3. Meeting
If the Cure, corrective action plan or Response is inadequate, then the aggrieved party a representative of each Party will meet in Carrollton, VA or another mutually agreeable location to discuss and ensure resolution of the Matter in person within twenty-one (21) days of receipt of the reply.

6.4. Mediation
If Matter remains outstanding after ten (10) days following the Meeting in Section 5.3, then aggrieved party will request mediation by completing the request for mediation form at https:// www.adr.org/sites/default/files/Request_for_Mediation.pdf, paying the applicable fee, and notifying the other party. The mediation will be conducted in accordance with the mediation rules of the American Arbitration Association (“AAA”).

6.5. Arbitration
If a Matter cannot be resolved within ninety (90) days of the reply through mediation, then either party may submit it to arbitration in accordance with the rules of the AAA. Arbitration will be the exclusive dispute resolution method.

6.6. Proportionality
Counsel for the aggrieved party will include in its demand for arbitration a budget for legal fees to be approved by the Arbiter. The budget will include the maximum number of witnesses, experts and documents necessary to establish liability and damages. The arbitrator will evaluate the budget for proportionality to the amount in controversy. The arbitrator must approve any increases.

6.7. Enforceable
In the event such Matter is resolved following submission to arbitration, then the decision and award determined by such arbitration will be final and binding upon both parties, enforceable by any court of competent jurisdiction in Isle of Wight County, VA.

6.8. Costs
Each party will bear their own cost, including reasonable attorney’s fees and expert’s fees, arising out of or related to the resolution of the Matter. Other than the initiation fees, the cost of the Mediator or Arbiter will be shared equally among the Parties.

6.9.Governing Law.
This Agreement, including all matters of construction, validity and performance, will in all respects be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia.

7. LIABILITY 

7.1. Warranty
Photographer will use commercially reasonable efforts to capture, select, edit, and deliver the Photographs in a timely manner. If no Photographs are reasonably acceptable to Client, then Client may require that Photographer capture additional images at the Property at no additional charge. Alternatively, Photographer may, at Photographer’s option, issue a refund for any Fee collected and the selected package will be terminated. This Section represents Client’s sole and exclusive remedies from Photographer related to the Photographs.

7.2. Disclaimer
Photographer disclaims all other warranties, including implied warranties of merchantability and fitness for particular purpose related to the Photographs. Under no circumstances will Photographer be liable for incidental, consequential, special or punitive damages of any kind.

7.3. Indemnification
Client will indemnify, defend and hold Photographer harmless from any Claims for Damages arising out of related to the Services or Client’s breach of this Agreement, unless caused solely by Photographer’s gross negligence or intentional misconduct. The term “Claims” means any cause of action, lawsuit, liability or demand. “Damages” are defined as any cost, expenses, judgements, liability of any nature, including reasonable legal fees.

8. MISCELLANEOUS. 

8.1.Relationship Of Parties
Photographer and Client will be acting in their own separate capacities and not as agents, employees, partners, joint ventures or associates. Photographer is an independent contractor of Client.

8.2.Entire Agreement
The Agreement, together with all attached Attachments, constitute the entire understanding of the Parties with respect to the subject matter. This Agreement supersedes all prior undertakings, both written and oral, among the Parties with respect to the subject matter.

8.3. Counterparts.
The Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

8.4. Amendment.
No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and approved by each of the Parties.

8.5. Headings.
The headings used are for convenience of reference only and will not define or limit any of the terms.

Intending to be bound, the authorized representatives of each party sign below to acknowledge acceptance of the terms of this Agreement