*5. Contract Terms:
1. Additional Costs: The Client shall reimburse Photographer for any additional costs the Photographer may incur for travel, parking, and other reasonable costs necessary to the performance of these services.
2. Deposit: The deposit is not refundable if the Client cancels or changes the engagement. If the Photographer fails to appear at the place and time specified below, the deposit shall be refunded to the Client.
3. Delivery of Goods: The Photographer will select and deliver all digital goods in an online gallery. The online gallery will be available for download by the Client for two weeks. After the two week period has passed, the Client may request the gallery be re-opened for a fee of $50. The Photographer will not provide any raw/unedited images from the session.
4. Assist and Cooperation: The Client shall assist and cooperate with the Photographer in obtaining the desired photographs, including but not limited to specifying persons and/or scenes to be photographed; taking time to pose for photographs at the Photographer’s direction; providing a person to guide the Photographer to desired persons and/or scenes; pre-shoot consultations, etc. The Photographer shall not be responsible for photographs not taken as a result of the Client’s failure to provide reasonable assistance or cooperation.
5. Assignment and Subcontracting: Neither party shall have the right to assign or subcontract any part of its obligations under this agreement. Either party may consent, in writing, to a subcontract if both parties agree to subcontract any part or all of the agreement. Neither party shall have the right to assign or subcontract any of its obligations or duties under this agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may, without the consent of the other party, assign the agreement to an affiliate or subsidiary or to any person that acquires all or substantially all of the assets of a party.
6. Attorney’s Fees: The non-prevailing party in any dispute under this agreement shall pay all costs and expenses, including expert witness fees and attorneys' fees, incurred by the prevailing party in resolving such dispute.
7. Choice of Law: This contract shall be governed by the laws of the County of Rock Island in the State of Illinois and any applicable Federal law.
8. Choice of Venue: Each party hereby submits to the exclusive jurisdiction of, and waives any venue or other objection against, any federal court sitting in the State of Illinois, U.S.A., or any Illinois state court in any legal proceeding arising out of or relating to this contract. Each party agrees that all claims and matters may be heard and determined in any such court and each party waives any right to object to such filing on venue, forum non-convenient, or similar grounds.
9. Terms of the Agreement: The terms of this Agreement shall control over any conflicting terms in any referenced agreement or document.
10. Force Majeure: Neither party shall be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party. The affected party will notify the other party in writing within ten (10) days after the beginning of any such cause that would affect its performance. Notwithstanding, if a party's performance is delayed for a period exceeding thirty (30) days from the date the other party receives notice under this paragraph, the non-affected party will have the right, without any liability to the other party, to terminate this agreement.
11. Entire Agreement: This agreement, as well as the Model Release, Model Release-Minor, and the Reproduction Agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.
12. Limit of Liability: In no event shall either party be liable to the other or any third party in contract, tort or otherwise for incidental or consequential damages of any kind, including, without limitation, punitive or economic damages or lost profits, regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the possibility.
13. Severability: If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.
14. Termination: If either party breaches any provision of this agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other party specifying such breach in reasonable detail, the non-breaching party shall have the right to terminate this agreement by giving written notice thereof to the party in breach, which termination shall go into effect immediately on receipt. This contract may also be terminated for convenience with thirty (30) days written notice. Either party has the right to terminate when the other party becomes insolvent.
15. Warranties: Except as expressly stated in this agreement, the seller expressly disclaims and negates any implied or express warranty of merchantability, any implied or express warranty of fitness for a particular purpose, and any implied or express warranty of conformity to models or samples of materials.
16. Copyrights: The Photographer retains copyright of the photographs, and hereby grants the Client unlimited but non-exclusive rights to use or reproduce the photographs for which the Client pays.
17. Arrival: Both parties agree to arrive to agreed upon location at agreed upon session time. If Client is late, THEY FORFEIT THE TIME THAT WAS MISSED and the session end time will not change. If Client does not arrive within scheduled photo session time, the session may be rescheduled with a new deposit. Client forfeits the deposit if they do not arrive within the scheduled session time and does not give notice to reschedule.
18. Photos: Photographer will select edited photos and provide Client with edited photos based on session agreement. RAW PHOTOS WILL NOT BE PROVIDED FOR THE CLIENT.
19. Editing: Photographer will do basic editing on all images selected for the session. Specific edits above and beyond a basic edit will be $10 per photo. This includes but is not limited to: dark transisions lenses or glare on glasses, acne, scars, etc.
20. Newborns: Photographer will send a separate newborn prep guide before a newborn session. Client will agree to follow the prep guide which will help ensure a smooth newborn photo session to make the most out of the session.
21. CLIENT MAY NOT EDIT OR ALTER PHOTOS IN ANY WAY. THIS INCLUDES BUT IS NOT LIMITED TO SOCIAL MEDIA FILTERS. THE ONLY EXCEPTION IS MINIMAL CROPPING OF PHOTOS FOR PRINTING.
22. Social Media: When posting photos to social media accounts, Client will credit Leslie Wall or Wall Photography & Designs as the photographer.
23. Modification: This agreement may be amended or modified only by a writing executed by both parties.
Model Release- Minor
In consideration of the engagement as a model of the minor named above, herein acknowledged as received, upon the terms hereinafter stated, I hereby grant to Wall Photography & Designs (“Photographer”), his/her legal representatives and assigns, those for whom Photographer is acting, and those acting with his/her authority and permission, the absolute right and permission to take, use, reuse, publish, and republish photographic portraits or pictures of the minor or in which the minor may be included, in whole or in part, or composite or distorted in character or form, without restriction as to changes or alterations from time to time, in conjunction with the minor’s own or a fictitious name, or reproductions thereof in color or otherwise, made through any medium at his/her studios or elsewhere, and in any and all media now or hereafter known, for art, advertising, trade, or any other purpose whatsoever. I also consent to the use of any published matter in conjunction therewith.
I hereby waive any right that I or the minor may have to inspect or approve the finished product or products or the advertising copy or printed matter that may be used in connection therewith or the use to which it may be applied.
I hereby release, discharge, and agree to save harmless and defend Photographer, his/her legal representatives or assigns, and all persons acting under his/her permission or authority or those for whom he/she is acting, from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of said picture or in any subsequent processing thereof, as well as any publication thereof, including without limitation any claims for libel or violation of any right of publicity or privacy.
I hereby warrant that I am of full age and have every right to contract for the minor in the above regard. I state further that I have read the above authorization, release, and agreement, prior to its execution, and that I am fully familiar with the contents thereof.
This release shall be binding upon the minor and me, and our respective heirs, legal representatives, and assigns.
Model Release- Adult
The “Model”, for good and valuable consideration, the receipt of which is acknowledged, hereby grants to Wall Photography & Designs, “Company”, its legal representatives, assignees, and those acting under its authority, the unrestricted right and permission to copyright and/or use, and/or publish photographic portraits or pictures of the Model (the "Pictures"), and the negatives, transparencies, prints, or digital information pertaining to them, in still, single, multiple, moving or video format, or in which Model may be included in whole or in part, or composite, or distorted in form, or reproductions thereof, in color or otherwise, in any media for advertising or any other lawful purpose.
Model hereby relinquishes any right that he/she may have to examine or approve the finished product or products or the advertising copy or printed matter that may be used in connection with an image that Company has taken of the Model, or the use to which it may be applied. Model waives any ownership and publication right he/she might be entitled of in connection with the Pictures, with the exception of the personal use of the Pictures as part of personal modeling portfolio. Model agrees he/she has no right to sell, license or publish any of the Pictures to any person or entity.
Model further releases Company its parent company, subsidiaries, affiliates, officers, agents, servants, or employees (“Releasees”) from any claims for remuneration associated with any form of damage, foreseen or unforeseen, associated with the proper commercial or artistic use of these images unless it can be shown that said reproduction was maliciously caused, produced and published for the sole purpose of subjecting the Model to conspicuous ridicule, scandal, reproach, scorn and indignity. Model also waives any and all claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, or injury, that may be sustained by Model, or any of the property belonging to Model, whether caused by the negligence of the Releasees, or otherwise, while performing the photography session, or while in, on or upon the premises where the photography session was performed.
It is the express intent of Model that this document shall bind all members of Model’s family, heirs, assignees and personal representatives.
Model represents that he/she is 18 year or older, that the photography session was conducted in a completely proper and highly professional manner, and this release was willingly signed.