Fulfillment Policy

Retainer.

As a condition of this Agreement, Clients shall pay Company the non-refundable retainer payment as specified above (“Retainer”). The Retainer is intended to reserve the time at which Company cannot serve any other clients.

Payment.

Clients shall pay all invoices within 14 days of the invoice date. Clients shall pay a $50.00 late fee and 1% for every day past due for any invoice paid late. If Clients fail to timely pay invoices, Company may terminate this Agreement with no further obligation, retain any amounts already paid as liquidated damages, and withhold delivery of any photographs to Clients. Should any sales or other tax be imposed on any Services performed or deliverables delivered hereunder, Company will include such tax on invoices and Clients shall pay such tax in accordance with the payment terms specified herein.

Termination by Company.

Upon written notice to Clients, Company may terminate this Agreement, in which event Company will (i) attempt to find another competent professional photographer to take its place with the mutual agreement of Clients, (ii) if mutual agreement cannot be reached, Company will issue a refund or credit while deducting a reasonable amount for Services performed up to its notice of termination, and (iii) excuse Clients of any further performance or payment obligations hereunder.

Termination by Clients.

Upon written notice to Company, Clients may terminate this Agreement. If Clients terminate this Agreement more than 30 days before the photo session, Company may keep the Retainer and all other payments made up to the date of termination as liquidated damages. If Clients terminate this Agreement within 30 days, Clients are responsible for the total price of Services hereunder. Clients are also responsible for any travel or other expenses incurred in furtherance of this Agreement by Company up to the date of termination.

Indemnification.

To the extent allowable under law, Clients shall indemnify, defend, and hold harmless Company, its owners, officers, members, employees, independent contractors, agents, successors, assigns, and heirs against any and all claims, liability, losses, expenses, and costs, including reasonable attorney fees, arising out of or relating to this Agreement, including but not limited to any (i) personal injury, death, or property damage; (ii) breach of intellectual property rights; (iii) tortious misconduct or breach of law; (iv) breach of this Agreement; (v) acts or omissions of any third-party having a contractual relationship with Clients; (vi) incomplete or subpar coverage as a result of act, omission, or condition of Clients, or its agents, guests, or invitees; (vii) any fees, fines, or expenses as a result of Company’s performance of Services; or (viii) participation in dangerous activities.

Limitation of Liability.

CLIENTS’ SOLE REMEDY FOR ANY CLAIMS AGAINST COMPANY ARE LIMITED TO A REFUND OF THE AMOUNT PAID TO COMPANY. TO THE EXTENT PERMISSIBLE UNDER LAW, (i) IN NO CASE WILL COMPANY’S LIABILITY EXCEED THE AMOUNTS CLIENTS PAID TO COMPANY, AND (ii) IN NO CASE WILL COMPANY BE LIABLE TO CLIENTS OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, ARISING OUT OF ANY COMPANY BREACH OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF CONTRACT UPON THE CLAIM IS BASED (SUCH AS CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CLIENTS WERE ADVISED OF SUCH DAMAGES.