DEPOSIT & BALANCE
Upon execution of this agreement the Client shall pay the deposit set forth on the invoice (“Deposit”) to retain Northern Cal Selfies to perform the Services specified herein at the designated Event (“Event”). The Remaining Balance Due of the Total Cost shown on the Invoice shall be due and payable according to the Payment Terms on the invoice.
DEFAULT
If the Client refuses to allow Northern Cal Selfies to provide the Services at the Event, Client shall be in default hereunder, and the entire unpaid Total Cost, plus 3 percent per month interest on the unpaid balance, shall be immediately due and payable. If Remaining Balance Due is paid late, discounts may be retroactively nullified. This section may only be modified in writing or by electronic (e-mail) correspondence.
ADDITIONAL CHARGES
Client acknowledges that the Total Amount Due is based on information available to Northern Cal Selfies at the time this Agreement is executed by Client. Client agrees that the final actual charges may vary as the Event date approaches due to add-ons, customizations, and unanticipated travel shall be pre-approved in writing by the parties. Client agrees to pay such actual charges as may be billed to Client no later than fourteen (14) days from the conclusion of the Event. Add-ons and travel rates shall be mutually agreed upon and approved by both Parties in advance.
CANCELLATION
Subject to the force majeure provision, If Client cancels this Agreement 10 or more business days before the Event then any deposit paid to Northern Cal Selfies shall be refunded in full, less any actual incurred expenses and this Agreement shall be terminated. If Client cancels this Agreement less than 10 business days but more than 3 business days before the Event date, Client shall forfeit the entire Deposit plus pay Northern Cal Selfies 25% of Remaining Balance Due as a reasonable approximation of the costs incurred by Northern Cal Selfies. If Client cancels the Agreement 3 business days or less prior to the Event, client shall be responsible for and pay 100% of Total Cost, including the Remaining Balance Due, to Northern Cal Selfies, pursuant to the Invoice and this Agreement.
COPYRIGHT
Client grants to Northern Cal Selfies the non-exclusive right to use its trade names, logos, emblems, insignia or proprietary backdrop art (collectively, the Client “IP”) solely in connection with the services provided to Client by Northern Cal Selfies. Northern Cal Selfies agrees that all ownership rights in the Client IP will remain with the Client, and that Northern Cal Selfies will not claim any right, title or interest in and to the Client IP, except the limited right to use in connection with Northern Cal Selfies’ services. In that regard, Client agrees that all backdrop art created by Northern Cal Selfies, exclusive of any artwork, logos or emblems supplied by Client, shall be the sole property of Northern Cal Selfies. Client acknowledges that Northern Cal Selfies, as the creative originator of the images, owns the copyright in all images created at the Event. However, Client is hereby granted an exclusive, limited, non-transferable license to upload all images in their original form to online galleries including social media websites for Client’s promotional use. In addition, if Client desires to create derivative works or repurpose images for advertising in any media, then Client shall pay additional compensation to Northern Cal Selfies based upon the value and extent of such use. Client acknowledges and agrees that all images obtained by Client are for promotion uses only.
USE OF IMAGES
Client acknowledges and agrees that all images obtained by Client are for promotional uses only. Client is granted permission to upload images in their original form to online galleries including social media websites for promotional use. Client is not authorized to create derivative works or repurpose images for advertising in any media. However, if such permission is granted, Client shall insure that credit for images is given to “Northern Cal Selfies” and placed on or adjacent to the photograph in any publication or reproduction of the image. Northern Cal Selfies shall only make reproductions for the Client or for Northern Cal Selfies’ portfolio, as samples, for self-promotions, for editorial use, or for display within or on Northern Cal Selfies’ website and/or any of Northern Cal Selfies’ sister websites. If Northern Cal Selfies desires to make other uses of any images, Northern Cal Selfies shall first obtain the written permission of Client.
PRIVACY
No information whatsoever pertaining to the Model such as, but not limited to, name, age, location, address, phone number, email address, social media names or links, etc., will be used nor available to the public, nor provided to any party that may request this information.
DISTRIBUTION
Client acknowledges and understands that Northern Cal Selfies will make every effort to distribute the Content requested by Client’s agents, customers or guests (hereinafter “PATRONS”) to the email address, Facebook account, Twitter account and or mobile number the PATRON designates during the request process. Client further acknowledges that Northern Cal Selfies may not be able to deliver the Content to the designated email address, Facebook account, Twitter account and or mobile number due to incompatibility, the lack of WIFI and/or Internet access, or other elements not within the control of Northern Cal Selfies. Northern Cal Selfies will make every reasonable effort to provide client with deliverables at the earliest possible time.
DISTRIBUTION COMPLIANCE
Northern Cal Selfies complies with all state and federal requirements for distribution of content on the internet and cellular networks. In those instances where Client or Client’s Patrons utilize Northern Cal Selfies’ equipment to transmit images or content over the internet or a cellular network, Northern Cal Selfies requires that Client and its Patrons deliver that content in compliance with all federal laws regarding email, SMS, and social media marketing. Client shall be responsible for Client’s and/or its PATRONS’ compliance with any state or federal laws regarding distribution of unsolicited data, including compliance with the CAN-SPAM Act. In accordance with the agreement of the Parties, if web hosting is requested, Client acknowledges and agrees that Northern Cal Selfies shall have no liability, in contract or tort, for any unauthorized access to, or distribution of, the images on Northern Cal Selfies’ website to any third party.
FORCE MAJEURE
If Northern Cal Selfies cannot perform this Agreement due to any natural calamity, strike, act of God, or other cause beyond the control of the Parties which, in Northern Cal Selfies‘ sole discretion, prevents Northern Cal Selfies from performing its obligations under this Agreement, then Northern Cal Selfies shall perform the contracted services on another date to be mutually agreed upon, or return the deposit to the Client. In such event, Northern Cal Selfies shall have no further liability with respect to the Agreement. This limitation on liability shall also apply in the event that photographic materials, including images, are damaged in processing, lost through camera malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of Northern Cal Selfies. In the event Northern Cal Selfies fails to perform for any other reason, Northern Cal Selfies’ maximum liability for any and all damages, of every kind and nature, shall be limited to the Total Cost of the Agreement as set forth above.
ASSIGNMENT OR SUBSTITUTION
In the event of extraordinary circumstances, Northern Cal Selfies may assign or substitute another company or individual to take the photographs or perform the services of this Agreement. In the event of such assignment or substitution, Northern Cal Selfies warrants that the company or individual performing such services shall be a competent professional equally capable, proficient and skilled as Northern Cal Selfies.
DISPUTE RESOLUTION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration and judgment on the award rendered may be entered in any court having jurisdiction thereof In San Diego County, California. In the event of arbitration or litigation, the arbitrator or court may award the prevailing party its reasonable attorney’s fees and costs. Notwithstanding the foregoing, before resorting to arbitration, litigation or some other dispute resolution procedure either party may require the other party to first mediate the dispute when the disputed amount is for a sum less than $5,000.00. In mediation, each Party shall pay half of the mediator’s fees and costs.
OPERATING CONDITIONS
Northern Cal Selfies requires a minimum of 15 amp / 120V power at the Event site that is accessible within 25 feet from where Northern Cal Selfies is to provide its Services. Client assumes responsibility for providing electric power at the Service site. Power generators may be used; provided, however, that the Client shall be responsible for any damage to Northern Cal Selfies equipment from the use or operation of any power source not directly connected to the local power grid or that does not provide 15 amp / 120V power. Ideal operating conditions are indoors, between 60 degrees F and 80 degrees F, and in a dry environment. Northern Cal Selfies provides a local area network (LAN) for a guaranteed connection to our email stations. For immediate image distribution a hard line Ethernet connection to the internet is required. Client is requested to provide either an Ethernet cable or a working wireless network connection, and a contact from the venue IT department to ensure functionality. USB and Wireless Hot Spots are not supported. Northern Cal Selfies equipment may operate in conditions beyond these parameters, but due to hardware limitations, Northern Cal Selfies cannot guarantee continuous functionality outside of the aforementioned environment.
MISCELLANEOUS
This Agreement incorporates the entire understanding of the parties. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement. This Agreement shall be governed by the laws of the State of California without regard to any state’s conflict of laws provision.
I hereby authorize the services listed on the above estimate. Final approval on all art services not received within 8 business days of the event date may be subject to additional rush service fees.
