1. Retainer + Payment: The Client shall not remit a retainer to Modern School Portraits (MSP)/Jenny Grimm Photography (JGP). All payments shall be made by the parents on a per-transaction basis to MSP-JGP.
2. Contract Period: This agreement shall be effective between agreed scheduled school portrait dates at the school.
3. Relay of Information: It shall be the Client's responsibility to relay all the information given by JGP to the parents + students. This information is including but not limited to the original + make-up photography event dates to the students. Please note that JGP will provide all marketing materials and information to the school.
4. Scheduling: The Client shall make arrangements for the interruption of the school day(s) for each class during the herein scheduled photography events. JGP shall not be held responsible for impacted class times due to the photography scheduling. The Client shall be responsible for ensuring recess, sports, + lunch times will occur after the photographs have been taken to avoid any issues.
5. Class Photographs: MSP will compile a group composite photograph for each class in attendance by using the individual children's portraits, including appropriate staff, on the scheduled event dates.
6. Teacher Headshots: JGP shall provide one headshot per teacher and administrative staff in attendance on the scheduled photography event dates.
7. Donation: JGP shall remit 10% of the profits to the Client. These funds shall be delivered within 10 days from when the galleries links are sent parents.
8. Completion Schedule: Completion schedules + delivery of products shall be determined from date of final approval by Client. Third-party manufacturing laboratories are utilized for products + may provide restrictions on an order not outlined in this agreement.
~ Prints shall take 3 weeks from time of print order to be processed + delivered to Client.
~ The students and Client order deadline shall be 7 days after they receive the gallery link. All orders must be made in that 7 day period. JGP shall not be held responsible for delivery delays due to the fault of manufacturing and/or delivery services.
9. Photographic Materials: All photographic materials, including but not limited to negatives, transparencies, proofs, + previews, shall be the exclusive property of JGP. All orders must be placed within the outlined schedules within this agreement. No products, including digital files, will be released until the agreed upon amount is paid in full per the payments schedule outlined in this agreement.
~ JGP shall make gallery proofs available through an online gallery proofing website. These proofs shall be available to the parents and Client within 3 weeks of the photographic event. The gallery shall remain open for 7 days from delivery. If the Client requests to extend the time or re-open the online proofing gallery, a fee may apply.
10. Artistic Rights: JGP retains the right of discretion in selecting the photographic materials released to the Client.
11. Copyright + Reproductions: JGP shall own the exclusive rights and copyright to all images created + shall have the exclusive right to make reproductions for, including but not limited to, marketing materials, portfolio entries, sample products, editorials submissions + use, or for display within or on JGP's website and/or studio. If JGP desires to make other uses, JGP shall not do so without first obtaining the written permission of the Client. It is understood that any duplication or alteration of the original images is strictly prohibited without the written permission of JGP. Alterations include, but are not limited to, application of filters, cropping, or modifications of any kind. JGP DOES provide permission to resize photographs for Internet-based usage.
12. Client Usage: The Client shall only use the photographic prints, including digital files, in accordance with the permission within this agreement. The Client's prints are for school use only + shall not be submitted to contests or reproduced for commercial use. Further, the Client shall not authorize reproductions by non-purchasers covered within this agreement. Additional prints and/or digital files may be purchased between third parties and JGP with the permission of the Client. Accordingly, if JGP proves a digital file print release, the Client must act in accordance with the release.
13. Yearbook: JGP shall grant to Client a limited irrevocable license to reproduce and publish images taken during the scheduled photography session in the annual school yearbook. Such license shall be limited to publication in the yearbook published in the same school year as the photography session. Grant of this license is limited to the specific use outlined in this section. JGP retains all other rights to the images, including rights of publication thereto.
14. Social Media: The Client may share web/blog post links + social media albums through use of the share functions and dissemination of direct links. Client shall not copy, download, screen shot, or capture the photographs in any other fashion. The Client shall identify the "2017 MODERN SCHOOL PORTRAITS CHICAGO" in the caption of all photographs uploaded to social media websites and profiles or "tag" JGP's business page in the album of the uploaded files if uploading to Facebook.
15. Photographs/Videography: The Client shall not engage in photography or videography during the course of the photographic event unless otherwise agreed to by JGP.
16. Failure to Perform: If JGP is unable to perform this agreement due to illness, emergency, fire, casualty, strike, act of God or causes beyond the control of JGP, JGP and Client shall make every attempt to reschedule the photographic event. If a reschedule is unable to be agreed upon, JGP shall have no further liability. Further, if JGP is unable to deliver photographic materials due to technological malfunctions, including but not limited to camera and processing, or otherwise lost or damaged without fault of the Photographer, liability shall be limited.
17. Substitute Photographer: JGP reserves the right to substitute with another photographer. The substitute photographer is chosen at the discretion of JGP and does not constitute a breach of this agreement. JGP warrants the substitute photographer to be of comparable quality and professionalism.
18. JGP's Standard Price List: The charges in this agreement are based on JGP’s Standard Price List. This price list is adjusted periodically + future orders shall be charged at the prices in effect at the time when the order is placed.
19. Arbitration: Any controversy or claim arising out of or relating to this contract, or a breach thereof, shall be settled by arbitration, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, administered by a licensed Arbitrator in the jurisdiction closest to JGP’s office and the arbitration award may be entered for judgment in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may refuse to arbitrate when the dispute is for a sum less than $ 500.00. In no event shall an award in an arbitration initiated under this clause exceed the contracted price of the controversy in dispute.
20. Indemnification: JGP shall be held harmless for any + all injury to Client during the course of the photographic event and the immediately surrounding events. Client warrants that they have actual authority to agree to the use of the likeness of all persons photographed and shall indemnify and defend JGP in the event of litigation related to the production or use of such images.
21. Miscellany: This Agreement incorporates the entire understanding of the parties. Any modifications of this Agreement must be in writing and signed by both parties. This Agreement shall be governed by the laws of the State of Illinois.
22. Waivers: The waiver of any breach of this Contract shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision of this Contract.
23. Attorney's Fees: If either party to this Contract brings a legal action against the other party to this Contract to secure the specific performance of this Contract, collect damages for breach of this Contract, or otherwise enforce or interpret this Contract, the prevailing party shall recover reasonable attorney’s fees and all costs, premiums for bonds, fees, and other expenses expended or incurred in the action in addition to any other relief that may be awarded.
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