KSP Contract


 

This Client Services Agreement (“Agreement”), effective as of the date signed by Client, is entered into by and between Katy Schilhab (“Photographer”) and the person(s) identified herein as the Client.

1. Payment. In order to hold Client’s date and time, a $50.00 nonrefundable deposit is due at the time of booking. This will be applied to the total session cost. The remaining balance is due at the time of our scheduled session.

2. Cancellations/Postponements/Weather. Client understands that by entering into this Agreement, Photographer is forgoing other jobs. The amount of $50.00 is nonrefundable in the event of a cancellation or postponement of the portrait session by Client. The nonrefundable amount will be transferable if a date change is necessary. Outdoor sessions may be dependent upon the weather or other particular circumstances or conditions. If Photographer determines in her sole discretion that the weather conditions or other circumstances cause the scheduled date and time to be unsuitable, Photographer will work with Client to reschedule for a mutually agreed date and time.

3. Session/Images/USB. The session includes one hour of shooting time. If Client requests additional shooting time, additional charges may apply. Family sessions do not include extended family (i.e., family members other than Client’s spouse and children). Extended family or others may be included in the shoot at a charge of $25.00 per person. All photographs, images, impressions, files, and other media resulting from the engagement described in this Agreement are referred to as the “Work Product.” For the avoidance of doubt, Work Product includes this Agreement and other documents which may contain Client’s personally identifying, sensitive, or confidential information. A USB containing a portion of the Work Product as high- resolution digital images will be mailed to the Client at the address provided above. The images chosen and the number of images included will be determined in Photographer’s sole discretion. One set of 5×7 prints will be included. Additional prints can be purchased from Photographer separately. Client understands and agrees that Photographer may delete all Work Product related to Client’s session after delivery of the USB described in this paragraph. As a result, images may not be available from Photographer after such time.

4. Copyright. To the fullest extent permitted by the copyright laws of the United States (17 U.S.C. § 101, et seq.) and any other applicable jurisdiction, Photographer shall be the author and creator of all Work Product and any other works of authorship resulting from or related to this Agreement and therefore the sole owner and holder, in perpetuity, of all copyrights, which term shall be broadly construed as that bundle of rights that protects original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device. “Works of authorship” (including computer programs) include, but are not limited to the following: literary works; musical works, including any accompanying words; dramatic works, including any accompanying music; pantomimes and choreographic works; pictorial, graphic, and sculptural works (photographs, prints, diagrams, models, and technical drawings); motion pictures and other audiovisual works; sound recordings; and architectural works. “Tangible media” include, but are not limited to, books, periodicals, manuscripts, phono records, films, tapes, disks, websites, blogs, and any other form of electronically stored information. Photographer shall retain such copyrights regardless of possession or ownership of any photographs, digital files or any other format of reproduction. Except as explicitly provided in Paragraphs 5 and 7, Client may not reproduce images in any manner without Photographer’s explicit written permission. By way of illustration but not limitation, Client acknowledges and agrees that Photographer may reproduce, publish (including to the Internet), exhibit, distribute publicly, and otherwise use the Work Product (with or without specific identification of persons or events) for any purpose whatsoever, including without limitation, (a) as samples of work to be shown to prospective clients, (b) for instructional purposes, or (c) as samples of work to be displayed for marketing or competition. For the avoidance of doubt, this Agreement does not create an employment relationship; Photographer is Client’s independent contractor.

5. Client’s Usage/Print Release. Client is obtaining digital negatives and/or prints for personal use only, and shall not sell said digital negatives and/or prints or authorize any reproductions by parties other than Photographer. Photographer grants client a limited license to print images from the USB described in Paragraph 3 for personal use only, using any print house of Client’s choosing. Prints for publication (such as editorial, public relations, or advertising use) require Photographer’s prior written consent. Client acknowledges that it is a violation of federal copyright law to copy, scan, or allow photographs that the Photographer has created to be reprinted, duplicated, digitally reproduced, copied, scanned, or altered (digitally or otherwise), without Photographer’s express written permission.

6. Model Release. Client grants to Photographer and Photographer’s Agents (as defined below), the irrevocable and unrestricted right (a) to use and publish (in any manner or medium) the Work Product, including without limitation, photographs which may depict Client; Client’s child, children, or other wards; Client’s family members; or Client’s property, for any purpose whatsoever, including without limitation, editorial, trade, business, or advertising, and in any other manner and medium; (b) to alter the same without restriction; and (c) to copyright the same. Client represents and warrants that Client is duly authorized and has the full authority and capacity on behalf of all persons depicted in the Work Product to grant Photographer the rights described in this Agreement and hereby forever releases, discharges, indemnifies, and fully holds harmless Photographer and Photographer’s Agents (as defined below) from all claims and liabilities relating to the exercise of such rights.

7. Social Networking. Photographer will supply Client with electronic files of watermarked images for Client to use on social networking websites. Client agrees to use or post only such watermarked images. If Client chooses to post those images on the Internet, on a social networking website or otherwise, Client acknowledges and agrees that such images may only be posted with due credit to Photographer prominently displayed by using the watermarked image. Client shall not, and shall not permit, the alteration of any of Photographer’s images from their original state as provided by Photographer, including without limitation, by altering colors, cropping, or other image manipulations. Nothing contained in this Paragraph 7 shall limit or otherwise constitute a waiver of any of the terms and conditions of Photographer’s rights under Paragraph 6 or any other section of this Agreement or at law.

8. Exculpation and Indemnification.

a. In the event that Photographer’s files are lost, stolen, damaged, destroyed, or otherwise become unavailable within or beyond Photographer’s control, Photographer’s liability is limited to the refund of all payments received, or a reshoot can be scheduled at no additional cost. The limit of liability for partial loss or damage of originals shall be a prorated amount of the total amount, based on the percentage of originals lost or damaged. In the event that Photographer is unable to attend the portrait session (for example, but without limitation, due to illness), Photographer will make a reasonable effort to reschedule to the earliest possible date. If the portrait session must take place on the scheduled date, Photographer will make a reasonable effort to secure a replacement photographer. If a suitable replacement cannot be found, Photographer’s responsibility and liability will be limited to the return of all payments received. For the avoidance of doubt, Client shall have sole discretion to approve any replacements proposed by Photographer, and Photographer shall have no liability in respect of the work completed (or not) by such replacement.

b. Photographer will take reasonable precautions to prevent unauthorized access to the Work Product, such as storing it on a password protected computer and/or password protected backup or website. Client acknowledges, however, that Photographer makes no warranty as to the security of any such system.

c. While Photographer may suggest one or more locations for the portrait session, Client acknowledges and agrees that Client has the sole discretion to accept or reject any such suggestion. Further, Client acknowledges and agrees that before, during, and after the portrait session, Photographer will be focused on and primarily concerned with, among other things, the transport of props or equipment and the operation of the camera or other photography equipment. Accordingly, Client agrees to take sole responsibility for wellbeing of Client and each Client Party (as defined below) before, during, and after the portrait session.

d. Client—on Client’s own behalf and on behalf of Client’s child, children, or other wards; Client’s family members; and anyone else brought to the portrait session by, on behalf of, or at the request of Client (any and all of whom are referred to as, “Client Party”)—hereby forever releases and discharges and agrees to indemnify, defend, and hold harmless Photographer, each of Photographer’s agents and representatives (collectively “Photographer’s Agents”), and each of Photographer’s and Photographer’s Agents’ successors and assigns (any and all of whom are referred to as “Indemnified Party”), from and against any and all injuries, losses, claims, demands, damages, judgments, liabilities (including settlement liabilities), costs, charges, expenses (including attorneys’ fees), fines, or penalties (any and all of which are referred to as “Damages”), of every kind and description to which the Indemnified Party may become subject or which are incurred by an Indemnified Party, insofar as such Damages arise out of such Indemnified Party’s entry into or performance under this Agreement or the negligence, willful misconduct, breach of fiduciary duty, bad faith, misrepresentation, improper or unethical practice, infringement of intellectual property rights, breach of trust, breach of confidentiality, breach of contract, or violation of any legal requirement on the part of Client or any Client Party. CLIENT’S OBLIGATION TO INDEMNIFY, DEFEND, AND HOLD HARMLESS AN INDEMNIFIED PARTY UNDER THIS AGREEMENT SHALL BE APPLICABLE NOTWITHSTANDING ANY CLAIM OR ALLEGATION THAT THE INDEMNIFIED PARTY’S OWN NEGLIGENCE IN WHOLE OR IN PART CAUSED OR CONTRIBUTED TO DAMAGES. For avoidance of doubt, the negligence of one Indemnified Party may not be imputed to any other Indemnified Party. For purposes of this Agreement, the term “negligence” shall mean failure to exercise the care, skill, prudence and diligence under the circumstances then prevailing which a prudent person acting in a similar capacity, with the same resources, and familiar with like matters would exercise in the conduct of an enterprise of a like character with like aims.

e. By way of example, but not limitation, Client acknowledges and agrees that pursuant to the foregoing exculpation and indemnity, Client forever releases, discharges, indemnifies, and holds each Indemnified Party harmless for any and all Damages resulting from: (i) loss of or damage to the Work Product (except as expressly provided in Paragraph 8(a) above); (ii) unauthorized access to or use of the Work Product by a third party; or (iii) injuries to person or property caused by insect or other animal bites, attacks by animals or people, slip- and-fall (for example stepping in a hole, stumbling on wet grass, etc.), earthquakes, loose or falling rocks, falling tree limbs or other objects, lightning, rain, tornado, other weather conditions, flood, or any other elements of nature or acts of God, poison ivy, poison oak, or any other flora, drowning, broken glass, rusty nails, or any other feature or condition of (or any person, animal, or thing in or around) the site of the portrait session.

f. Client represents and warrants that Client is duly authorized and has the full authority and capacity on behalf of each Client Party to exculpate and indemnify Photographer and Photographer’s Agents as provided herein.

g. In any action to enforce its rights under this Agreement, the prevailing party may recover from the other party its expenses (including reasonable attorneys’ fees) incurred in connection with such action (including for the avoidance of doubt any appeals).

9. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement may be executed in one or more counterparts, each of which shall be considered an original and all of which taken together shall be considered one and the same instrument. This Agreement may be executed by electronic copy such as delivery of a party’s signature by .pdf.

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Katy Schilhab Photography http://katyschilhabphotography.com
Signature Certificate
Document name: KSP Contract
Unique Document ID: ca12811d1c17da1e541c96446217ef29a797cc22
Timestamp Audit
November 2, 2017 11:36 pm CSTKSP Contract Uploaded by Katy Schilhab - katyschilhabphotography@gmail.com IP 70.166.203.100