Terms and Conditions - KindaWonderful

This Master Agreement (the “Agreement”), made effective as of date Exhibit A is signed, by and between and on behalf of JUSTICE CREATIVE, an LLC (the “Consultant”), and the “Client”.

evidences that,

The Client wants to engage the Consultant to provide consulting and professional services (collectively the “Services”) as the Client may from time to time request;

The parties, therefore, agree as follows:

Basic Terms and Conditions

1. MASTER AGREEMENT

This Agreement anticipates the future request of Services by the Client. Each Service shall be subject to the terms and conditions of this Agreement. This Agreement shall apply to all Services provided during the term of this Agreement unless the parties expressly agree otherwise by a written modification to this Agreement, signed by an authorized representative of both parties.

2. ENGAGEMENT; SERVICES

a) Engagement. The Company retains the Consultant to provide, and the Consultant shall provide, the services described in Exhibit A (the “Services”).

b) Services.

i. Without limiting the scope of Services described in Exhibit A, the Consultant shall perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control.

ii. Services described Exhibit A will commence after Client approval via electronic signature or email.

3. WORK HOURS/DAYS

This agreement assumes work will be completed within the standard work week (Monday through Friday, 9 a.m. to 6 p.m. EST). Work completed during weekends is at the discretion of the Consultant. Closed on all major holidays and the entire week of Christmas and New Years.

4. SCHEDULE

The work outlined in this agreement will be turned around within, non-time sensitive schedule to be determined, where possible, and mutually agreed upon at the start of each project. Late or weekend hours incurred to accommodate additional compressed deadlines, if needed, will be negotiated separately. Our schedules assume timely review and response by the Client of all deliverables.

5. FEES AND CHARGES

a) Fees. In consideration of the Services to be performed by Consultant, Client shall pay to Consultant fees in the amounts and according to the payment schedule set forth in Exhibit A, and all applicable sales, use or value-added taxes, even if calculated or assessed subsequent to the payment schedule.

b) Invoices. All invoices are payable upon receipt. A monthly service charge of 1.5 percent is payable on all balances older than 30 days past due. Interest will be capped at the lawful legal limit of 18% in accordance with Florida state law. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Consultant reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

c) Chargebacks and Payment Security.

i. To the extent that Client provides Consultant with credit card(s) information for payment on Client’s account, Consultant shall be authorized to charge Client’s credit card(s) for any unpaid charges on the dates agreed.

ii. If Client uses a multiple-payment plan to make payments to Consultant, Consultant shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Consultant’s account or cancel the credit card that is provided as security without Consultant’s prior written consent.

iii. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Consultant in advance.

6. CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under Exhibit A except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

7. RELATIONSHIP OF THE PARTIES

a) Independent Contractor. Consultant is an independent contractor, not an employee of Client or any company affiliated with Client. Consultant shall provide the Services under the general direction of Client, but Consultant shall determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

b) Consultant Agents. Consultant shall be permitted to engage and/or use third party consultants or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Consultant shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

c) No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any employee or Design Agent of Consultant, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Consultant shall be entitled to an agency commission to be the greater of, either (i) 25 percent of said person’s starting salary with Client, or (ii) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (i) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (ii) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Consultant, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

d) No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Consultant, and Consultant shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Consultant.

8. INDEMNIFICATION/LIABILITY

a) By Client. Client agrees to indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Consultant shall promptly notify Client in writing of any claim or suit; (i) Client has sole control of the defense and all related settlement negotiations; and (ii) Consultant provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Consultant in providing such assistance.

b) By Consultant. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Consultant agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (i) Client promptly notifies Consultant in writing of the claim; (ii) Consultant shall have sole control of the defense and all related settlement negotiations; and (iii) Client shall provide Consultant with the assistance, information and authority necessary to perform Consultant’s obligations under this section. Notwithstanding the foregoing, Consultant shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Consultant.

c) Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

d) Limitation of Liability. The services and the work product of Consultant are sold “as is.” In all circumstances, the maximum liability of Consultant, its directors, officers, employees, design agents and affiliates (“Consultant parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Consultant. In no event shall Consultant be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Consultant, even if Consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

9. TERM AND TERMINATION

a) Term. This Agreement shall commence upon the Effective Date and shall remain effective for a term of one (1) year following the effective date, unless sooner terminated as provided herein and shall renew automatically for one year on the same terms and conditions if not terminated.

b) Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party:

i. becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

ii. breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

c) In the event of termination, Consultant shall be compensated for the Services performed through the date of termination in the amount of (i) any advance payment, (ii) a prorated portion of the fees due, or (iii) hourly fees for work performed by Consultant or Consultant’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Exhibit A shall not be effective, and Client shall not have rights to use Deliverables except upon written consent from Consultant provided after such termination.

d) In the event of termination for convenience by Consultant or for cause by Client, and upon full payment of compensation as provided herein, Consultant grants to Client such right and title as provided for in Proposal of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

e) Upon expiration or termination of this Agreement: (i) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (ii) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

10. GENERAL

a) Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Consultant’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

b) Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient.

c) No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

d) Force Majeure. Consultant shall not be deemed in breach of this Agreement if Consultant is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Consultant or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Consultant’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Consultant shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

e) Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party shall exclusively commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Florida. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Consultant will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Consultant shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

g) Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

h) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

i) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

j) Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between Exhibit A and any other Agreement documents, the terms of Exhibit A shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions. This Agreement comprises this Basic Terms and Conditions document, Exhibit A (“Services”), and the following supplement documents:
Supplement 1: Graphic Design-Specific Terms and Conditions 
Supplement 2: Brand Consulting-Specific Terms and Conditions 
Supplement 3: Photography-Specific Terms and Conditions  
Supplement 4: Website-Specific Terms and Conditions

Supplement 1: Graphic Design-Specific Terms and Conditions

GD 1. FEES AND CHARGES

Additional Costs. The Project pricing includes Consultant’s fee only. Any and all outside costs including, but not limited to, equipment rental, Consultant’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in Exhibit A.

GD 2. CHANGES

a) General Changes. Unless otherwise provided in Exhibit A, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Consultant’s standard hourly rate of $75 per hour. Such charges shall be in addition to all other amounts payable under Exhibit A, despite any maximum budget, contract price or final price identified therein. Consultant may extend or modify any delivery schedule or deadlines in Exhibit A and Deliverables as may be required by such Changes.

b) Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of eighty percent (80%) of the time required to produce the Deliverables, and or the value or scope of the Services, Consultant shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Consultant.

c) Timing. Consultant will undertake commercially reasonable efforts to perform the Services within the time(s) identified in Exhibit A. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Consultant. The Consultant shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Consultant’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to Exhibit A and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay for longer than thirty (30) days caused by Client shall constitute a breach of Agreement and will be subject to Termination clause.

d) Testing and Acceptance. Consultant will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Consultant, in writing, of any failure of such Deliverable to comply with the specifications set forth in Exhibit A, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Consultant will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

GD 3. CLIENT RESPONSIBILITIES

a) Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

i. coordination of any decision-making with parties other than the Consultant;

ii. provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in Exhibit A;

iii. final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and

iv. ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

GD 4. WARRANTIES AND REPRESENTATIONS

a) By Client. Client represents, warrants and covenants to Consultant that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

b) By Consultant.

i. Consultant hereby represents, warrants and covenants to Client that Consultant will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services

ii. Consultant further represents, warrants and covenants to Client that (1) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Consultant and/or its independent contractors, (2) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Consultant, Consultant shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Consultant to grant the intellectual property rights provided in this Agreement, and (3) to the best of Consultant’s knowledge, the Final Works provided by Consultant and Consultant’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in Exhibit A or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Consultant shall be void.

iii. Except for the express representations and warranties stated in this Agreement, Consultant makes no warranties whatsoever. Consultant explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

GD 5. ACCREDITATION/PROMOTIONS

All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Consultant’s name in the form, size and location as incorporated by Consultant in the Deliverables, or as otherwise directed by Consultant. Consultant retains the right to reproduce, publish and display the Deliverables in Consultant’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

GD 6. RIGHTS IN THE FINAL DELIVERABLES

a) Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Consultant assigns to Client all of Consultant’s Copyrights in and to the Final Works, including Trademarks, and Consultant shall deliver to Client all finished files related to the Final Works. Consultant shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Consultant for Consultant’s reasonable time and out-of-pocket expenses in connection therewith.

i. Working design files related to the Final Works remain the copyright and property of Consultant. For an additional release fee however, calculated at 50% of the original design fee or as agreed upon in writing by both parties, said files may be released upon request.

b) Trademarks. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

c) Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Consultant a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Consultant’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

d) Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Consultant shall inform Client of all Third Party Materials to be procured by Consultant that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Consultant shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.

GD 7. RIGHTS RESERVED TO CONSULTANT

a) Preliminary Works/Working Files. Consultant retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Consultant all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.

b) Original Artwork. Consultant retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Consultant within thirty (30) days of completion of the Services.

c) Consultant Tools. Consultant Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Consultant. Consultant hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Consultant Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Consultant Tools comprising software or technology.

Supplement 2: Brand Consulting-Specific Terms and Conditions

BC 1. SERVICES

a) Upon execution of this Agreement, electronically, verbally, or otherwise, the Consultant agrees to render services related to education by means of seminar, consulting, coaching, and/or business-coaching (the “Program”).

b) The terms of this Agreement shall be binding for any further goods/services supplied by Consultant to Client.

c) Parties agree that the Program is in the nature of coaching and education.

d) The scope of services rendered by Consultant pursuant to this contract shall be solely limited to those contained therein and provided for on Consultant’s website as part of the Program.

e) Consultant reserves the right to substitute services equal to or comparable to the Program for Client if reasonably required by the prevailing circumstances.

BC 2. REFUNDS

a) Upon execution of this Agreement, Client agrees to pay to Consultant the full amount of the Fee.

b) If Client cancels attendance at, or participation in, the Program for any reason whatsoever, Client will not be entitled to receive a refund.

c) If Consultant is unable to render a portion of the Program as agreed and no suitable rescheduling is able to be arranged, then a refund for that portion only of the Program will be made to Client.

BC 3. APPOINTMENTS

a) Booking Appointment. One-on-one session appointments are requested/made through online booking software located on the Consultant’s website.

b) Rescheduling/Cancellations. Rescheduling a coaching session is done with appropriate notice. Please allow for at least 48 hours notice to appointment changes. Client agrees to forfeit a session if s/he does not give 48 hours’ notice through email, or if s/he is more than 20 minutes late for a scheduled session. Consultant will provide a make-up session if s/he has to cancel with less than 24 hours’ notice, or is more than 20 minutes late for a scheduled session. Make-up sessions/reschedules must be scheduled within 2 weeks of cancelled appointment and may only be rescheduled one (1) time.

BC 3. NO RESALE OF SERVICES PERMITTED

a) Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program.

b) This agreement is not transferrable or assignable without the Consultant’s prior written consent, where such consent may be withheld at the Consultant’s absolute discretion.

BC 4. NO TRANSFER OF INTELLECTUAL PROPERTY

a) Consultant’s copyrighted and original materials shall be provided to the Client for his/her individual use only and with a single-user, non-transferable, revocable license.

b) Client agrees that he/she will not use any of the Consultant’s intellectual property, including without limitation the Consultant’s copyrighted and original materials, for Client’s business purposes.

c) Client shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Consultant electronically or otherwise without the prior written consent of the Consultant.

d) All intellectual property, including Consultant’s copyrighted course materials, shall remain the sole property of the Consultants.

e) No license to sell or distribute Consultant’s materials is granted or implied by the enrollment or by the payment of any fees.

BC 5. CONFIDENTIALITY

Client acknowledges and agrees that Program may include group activities and that Consultant may record, for later use at the absolute discretion of Consultant, such activities and that Client will have no claim of any kind against Consultant for use of the recorded material.

BC 6. DISCLAIMER OF GUARANTEE

a) Client accepts and agrees that she/he is entirely and solely responsible for her/his progress and results from the Program.

b) Client accepts and agrees that the Consultant cannot control the Client’s responses to the provision of the services under this Agreement.

c) Consultant makes no representations or guarantees whatsoever regarding performance of this Agreement other than those specifically stated herein.

d) Consultant and its affiliates disclaim, as far as is permitted by law, the implied warranties of titles, merchantability, and fitness for a particular purpose.

e) Consultant makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same or similar results.

BC 7. COURSE RULES

a) To the extent that Client interacts with Consultant’s staff and/or other Consultant’s clients, Client agrees to behave, at all times, courteously and respectfully.

b) Client agrees to abide by any Course rules and/or regulations presented by Consultant.

c) The failure to abide by Course rules and regulations shall be a material breach of this Agreement and therefore sufficient cause for immediate termination of this Agreement by Consultant.

d) In the event of such termination, Client shall not be entitled to refund of any amounts paid and shall remain responsible for all outstanding amounts of the Fee.

BC 8. USE OF COURSE MATERIALS

a) Client consents to recordings being made of courses and the Program.

b) Consultant reserves the right to use, at its sole discretion, course materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Consultant, without compensation to the Client.

c) Client consents to his/her name, voice, and likeness being used by Consultant for future lecture, teaching, and marketing materials, and further other goods/services provided by Consultant, without compensation to the Client or need for further agreement by Client.

Supplement 3: Photography-Specific Terms and Conditions

PS 1. FEES

a) Booking Fee.

i. The booking fee is due on signing this agreement, with the balance of the amount agreed due day of session.

ii. In the event of the Clients canceling the session for whatever reason the booking fee is non-refundable.

b) Session Fee.

i. The session fee covers the time and talent of the Consultant, creative editing of images, as determined by the Consultant, and a digital proofing gallery.

ii. Full Payment of remaining event fee is expected upon arrival to perform the job.

c) If there are any costs/fees associated with the location the client has chosen for their event, the client will be responsible for those fees. The Consultant will not guarantee or arrange payment on any location. The creative fee covers travel within the local area of Jacksonville, FL (30 miles’ round trip). For travel beyond the 30-mile radius, a cost of $1/per mile will be added to the session fee. Locations beyond 60 miles (round trip) will be subject to additional fees to cover Consultant’s time.

PS 2. CONFIRMATION

Signing of Exhibit A and payment of the booking fee are necessary to confirm the stated event services from the Consultant.

PS 3. EVENT PHOTOGRAPHY COOPERATION

The Client and the Consultant consent to happily cooperating and communicating with each other to achieve the best possible result within the understanding of this contract. We recommend that the Consultant be provided with a helper (someone who knows most of the guests) who will point out key individuals to be photographed. The Consultant may also require assistance in organizing groups. The Clients also agree to give the Consultant sufficient warning of key events to give the Consultant time to prepare e.g. cutting the cake, speeches, performances, etc. Please note that not all guests like having their photo taken. In such cases, the Consultant will use his discretion but cannot be held responsible for a lack of photos of these people.

PS 4. GALLERY

Clients images will be available for viewing within 14 business days of session date in a password-protected web gallery. Images are edited for color and clarity. Client may place add-on orders or special retouching requests through e-mail or during a post-session consultation with the consultant. No tangible personal property is transferred to the customer in this Agreement.

PS 5. COPYRIGHT

The copyright of photographs remains with the Consultant. The images taken by the Consultant are for personal use by the Clients and their associates and/or friends and relatives. Sale, Publication or any Commercial use of the photographs is not allowed without prior written permission from the Consultant.

a) Client Usage. Upon final payment, the client has personal usage permission. Personal use permission is included with all high-resolution digital files, with which the owner may make prints for personal use and sharing, as well as use for their personal/professional advertising, blogs, sites, and social networks. Altering or editing photographs is prohibited. Prints for publication (such as editorial, public relations or advertising use) require prior written consent from the photographer. A credit line, which reads “Sarah Justice” in type no smaller than that of the related text, must appear adjacent to or within all permitted published photographs

PS 6. MODEL RELEASE

The Client grants the Consultant and its legal representatives, heirs and assigns, the irrevocable and unlimited consent to use the photographs of the Clients for editorial, competition, advertising and any other purpose and in any manner, to alter the photographs without restriction, and to copyright the images. The Clients hereby release the Consultant and her legal representatives, heirs and assigns from all liability and claims in connection with the images.

PS 7. EXHIBITION Consultant shall only make reproductions for their portfolio, samples, self-promotions, entry in photographic contests or art exhibitions, website, blog, editorial use, or for display within or on the outside of the consultant’s studio. If the photographer desires other uses, the photographer shall not do so without first obtaining the written permission of the client.

PS 8. LIMIT OF LIABILITY

a) If a Consultant is too ill or becomes injured and cannot supply the session services specified in Exhibit A the Consultant will try to book a replacement Consultant. If a replacement Consultant cannot be found, then liability is limited to a refund of any payments received.

b) The Consultant has working methods in place to prevent loss or damage to your images. However, there is the unlikely possibility that images may be lost, stolen or destroyed for reasons in or beyond our control. In these circumstances, liability is limited to the return of fees paid for the service or part thereof according to the percentage of images supplied.

c) Consultant will not be held liable for any injuries incurred during the photography session.

PS 9. STORAGE/RETRIEVAL OF FILES

a) Length of Storage. Consultant agrees to store all final electronic files created for the Client for a maximum of one year.

b) Retrieval Fee. Consultant will charge $50 per hour to retrieve/transfer any elements of our electronic files from archive at the request of the Client.

Supplement 4: Website-Specific Terms and Conditions

WS 1. FEES AND CHARGES

Additional Costs. Project pricing includes Consultant’s fee only. Any and all outside costs including, but not limited to, equipment rental, Consultant’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in Exhibit A.

WS 2. CHANGES

WS 3. CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

a) coordination of any decision-making with parties other than the Consultant;

b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in Exhibit A;

c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and

d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

WS 4. WARRANTIES AND REPRESENTATIONS

b) By Consultant.

WS 5. ACCREDITATION/PROMOTIONS

WS 6. RIGHTS IN THE FINAL DELIVERABLES

a) Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Consultant assigns to Client all of Consultant’s Copyrights in and to the Final Works, including Trademarks, and Consultant shall deliver to Client all Working Files related to the Final Works. Consultant shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Consultant for Consultant’s reasonable time and out-of-pocket expenses in connection therewith.

WS 7. RIGHTS RESERVED TO CONSULTANT

WS 8. SUPPORT SERVICES

a) Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of Exhibit A. During the first 1 (one) month following expiration of this Agreement (“Warranty Period”), if any, Consultant shall provide up to 3 (three) hours of Support Services at no additional cost to Client. Additional time shall be billed at Consultant’s regular hourly rate, then in effect upon the date of the request for additional support.

b) Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Consultant will provide Support Services for the following 1 (one) month (the “Maintenance Period”) for a monthly fee as agreed upon by both parties. The parties may extend the Maintenance Period upon mutual written agreement.

WS 9. ENHANCEMENTS

During the Maintenance Period, Client may request that Consultant develop enhancements to the Deliverables, and Consultant shall exercise commercially reasonable efforts to prioritize Consultant’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Consultant’s then-in-effect price for such services.

WS 10. ADDITIONAL WARRANTIES AND REPRESENTATIONS

a) Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Consultant represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in Exhibit A in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Consultant, or the interaction of Final Deliverables with third party applications such as web browsers other than those specified in Exhibit A. The parties acknowledge that Client’s sole remedy and Consultant’s sole liability for a breach of this Section is the obligation of Consultant to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Consultant, Consultants sole obligation shall be to substitute alternative Third Party Materials.

b) Consultant Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Consultant represents and warrants that, to the best of Consultant’s knowledge, the Consultant Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

WS 10. COMPLIANCE WITH LAWS

Consultant shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with relevant rules and regulations known to Consultant; however, Client, upon acceptance of the Deliverables, shall be solely responsible for conformance with all rules, regulations, and laws relating to Client’s use thereof, including without limitation, relating to the transfer of software and technology, and compliance with the Americans with Disabilities Act and Section 508 of the Workforce Investment Act.