Terms and Conditions
PERFORMANCE OF SERVICES. (1) Toxic Waste Photo agrees to take photographs as per The Client's stated requests, allowing for artistic expression; (2) Toxic Waste Photo agrees to use high technical quality to meet The Client's needs, for web or print; (3) Toxic Waste Photo will use digital photography and color management consultancy knowledge to create photographs for The Client; and (4) Toxic Waste Photo shall provide The Client with samples of the final proofs within 14 days.
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DEPOSIT. At the time of the signing of the Contract, The Client shall pay a non-refundable deposit to Toxic Waste Photo for the Services. The deposit will be subtracted from the total payment owed by The Client upon completion of the Services.
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CANCELLATION POLICY. All deposit fees are non-refundable. A minimum of 48 hours notice will be required for cancellation of this Contract by The Client. Any cancellation made with less than 48 hours notice prior to the agreed upon service date will result in full payment by The Client. If the cancellation is initiated by Toxic Waste Photo, all monies paid to Toxic Waste Photo from The Client shall be fully refunded, INCLUDING the deposit fee. Refund shall be paid out within thirty (30) calendar days from the cancellation date.
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WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, products, or other information (collectively, the "Work Product") developed in whole or in part by Toxic Waste Photo in connection with the Services will be the exclusive property of The Client. Upon request, Toxic Waste Photo will execute all documents necessary to confirm or perfect the exclusive ownership of The Client to the Work Product.
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RELATIONSHIP OF PARTIES. It is understood by the parties that Toxic Waste Photo is an independent contractor with respect to The Client, and not an employee of The Client.
CONFIDENTIALITY. Toxic Waste Photo, and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, use for the personal benefit of Toxic Waste Photo, or divulge, disclose, or communicate in any manner, any information that is proprietary to The Client. Toxic Waste Photo and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of the Contract.
COURTESY. The photography schedule and selected methodology are designed to accomplish the goals and wishes of The Client. The Client and Toxic Waste Photo agree that positive cooperation and punctuality are therefore essential.
WARRANTY. Toxic Waste Photo shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable industry standards and will provide a standard of care equal to, or superior to, care used by service providers similar to Toxic Waste Photo on similar projects.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
ENTIRE CONTRACT. This Contract contains the entire Contract of the parties, and there are no other promises or conditions in any other contract whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Contract shall be governed by the laws of the State of New Jersey.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
SIGNATORIES. This Agreement shall be signed by The Client and by Toxic Waste Photo and is effective as of the date first above written.