TERMS OF SERVICE
PRECIOUS PICS PRODUCTION Inc.
i. CLIENT means the person(s) or party(ies) which retain Precious Pics Production Inc. to provide photography and videography services for the event (defined below).
ii. AGENCY means Precious Pics Production Inc., a Corporation and all duly authorized agents thereof.
iii. EVENT means the Ceremony, the Reception, and any other events specifically identified by the CLIENT.
iv. These Terms of Service (the “ToS”) describe relations between CLIENT and AGENCY and represent the full and complete understanding between the parties hereto with respect to the subject matter described herein. This ToS comes into force after CLIENT commits to receiving services from AGENCY by paying the firs invoice issued by the
AGENCY and supersedes all prior negotiations, representations, promises, and statements between CLIENT and
AGENCY concerning the subject matter herein, whether written or oral, express or implied, and in no event will this TOS be interpreted against either party hereto as the drafter. The parties to this TOS hereby agree as follows:
A. Production Schedule
At least 2 weeks before the EVENT, the AGENCY will direct an email to the CLIENT outlining the details of the EVENT as provided to the AGENCY for confirmation of all relevant information. This email will serve as the official production plan for the EVENT. When the CLIENT confirms the production schedule for the EVENT, the CLIENT will have an opportunity to correct, change, revise, or edit any information which had been provided to AGENCY previously. If CLIENT is unable to provide specific information in regard to any portion of the EVENT, then whatever information is available and accurate to the best of the CLIENT’S knowledge, will be sufficient. AGENCY will attempt to accommodate all requests to the best of its capability. Due to the nature of live events, in some instances requests or plans which appear reasonable before the EVENT, may turn out impractical or impossible to complete. The AGENCY appreciates your understanding and cooperation regarding this eventuality.
B. Contingency Date/s.
ii. “CLIENT-insured contingency date(s)” will include any additional/contingency day(s) for the EVENT that is/are reserved by the CLIENT in addition to the EVENT date. CLIENT shall authorize the reservation of such additional day(s) with an additional payment to AGENCY, as determined by AGENCY in advance. The CLIENT may select at least one possible contingency date for the EVENT, the separate cost for reservation of each contingency date shall be approved and paid for prior to the EVENT by CLIENT.
iii. In the event a contingency date become necessary to implement for the EVENT, then AGENCY shall permit the CLIENT to reschedule the photography and/or videography services to a contingency date of CLIENT’S choice, or if the CLIENT chooses not to reschedule and terminate this TOS, then the AGENCY will fully refund only the second installment within fourteen (14) days of written notification by CLIENT that it has elected not to reschedule the EVENT.
iv. In the event of the CLIENT’S failure to reschedule to a properly reserved contingency date, the first installment paid to AGENCY will not be refundable under any circumstances, and will be forfeited by CLIENT in order to compensate AGENCY for its administrative, scheduling, time, labor, travel, communication, and any other costs and/or expenses expended in pursuit of fulfilling its obligations to CLIENT as herein agreed.
C. Drone Use Policy
i. Utilization by AGENCY of aerial drone wedding coverage is subject to availability and conditions at the EVENT. Use of aerial drones must comply with all relevant local rules and laws, is subject to weather conditions, and will depend on the ability of the aerial drone operator to utilize the drone safely with respect to the EVENT’s physical surroundings and mindful of the wellbeing of the EVENT attendees. Utilization and operation of an aerial drone shall occur in the sole discretion of the aerial drone operator, without any liability accruing to AGENCY in the event a drone cannot be utilized for any reason. In the event an aerial drone cannot be utilized at the EVENT, such an occurrence will not be deemed to be a breach of any ToS(s) between CLIENT and AGENCY; the CLIENT shall not receive a refund of the amount specifically paid to AGENCY for the use of such aerial drone. CLIENT shall have full and sole responsibility for obtaining and paying for all necessary permits, consents, and clearances for the operation of any aerial drone(s) at the EVENT.
ii. In no circumstance will AGENCY be liable in any amount (to include indirect, special, incidental, consequential, punitive, exemplary, enhanced or similar damages), save for gross negligence or intentional misconduct directly attributed to AGENCY or its agent(s), for any damages or physical injury that may occur as a result of the operation of an aerial drone at the EVENT. Notwithstanding the foregoing, the limitation of all damages payable to CLIENT by AGENCY as a result of aerial drone operation will be the amount paid by CLIENT to AGENCY for the use of such aerial drone at the EVENT. CLIENT hereby releases AGENCY and accepts full liability, and furthermore shall hold-harmless and shall indemnify AGENCY if any damages or physical injury occurs at the EVENT through no fault of the AGENCY or its agent(s).
D. Payment Policy
CLIENT shall make payment in two installments:
i. First Installment:
The first installment of 50% (Fifty Percent) of the agreed upon total price for the AGENCY’S services will initiate the reservation of the AGENCY for the EVENT to be placed, and this TOS to be executed by both parties. This initial deposit must be tendered by CLIENT along with acceptance of these ToS.
ii. Second Installment:
The entire remaining balance is due and payable no less than fourteen (14) days before the EVENT.
iii. Payment for all sales tax, use tax, or other tax payable on production and delivery of all product(s) to CLIENT (other than sales tax arising from purchases of materials or supplies in connection with the production) shall be the sole responsibility of CLIENT.
iv. CLIENT shall make timely payments within three (3) days after receipt of AGENCY’S invoice. If, without the written consent of AGENCY, CLIENT elects to defer paying any amount beyond the date on which such amount(s) is/are due, then CLIENT shall be charged, at AGENCY’S discretion, as an administrative fee, an amount equal to the current prime rate +10% on unpaid amounts until paid in full; such amount(s) outstanding to be compounded monthly. AGENCY shall have unrestricted and unlimited right to withhold any or all scheduled EVENT services as well as delivery of all or part of the raw footage, first edit, final edit, or any combination thereof to CLIENT until full payment is made to AGENCY in accordance with this TOS.
v. If AGENCY consents to an installment payment plan with respect to CLIENT, then all installments must be paid no less than 10 days before the EVENT.
E. Refund and Cancellation Policy
i. In the event of a CLIENT-initiated cancellation, the CLIENT’S first installment will not be refunded to CLIENT for any reason. CLIENT hereby agrees and understands that the forfeit of such first installment will serve as liquidated damages to compensate AGENCY for the costs of administration, preparation, and initiation of the process of providing the services agreed upon between CLIENT and AGENCY. CLIENT agrees that this provision regarding liquidated damages is fair and reasonable compensation for the time, effort, and expenditures undertaken by AGENCY on behalf of the CLIENT, with the aim of providing photography and videography services for the EVENT. In the event of a CLIENT-initiated cancellation in less than 14 days before the EVENT, the CLIENT’S second installment will not be refunded.
ii. In the event of a CLIENT-initiated postponement, any deposits paid by CLIENT to AGENCY may be transferable to CLIENT’S new EVENT date; provided however, that AGENCY can accommodate CLIENT’S new EVENT date. Although AGENCY will use its best efforts to provide all agreed upon services on the CLIENT’s new EVENT date, AGENCY shall be under no obligation to accommodate CLIENT’S new EVENT date if doing so will cause a conflict with AGENCY’S other pre-arranged contractual responsibilities. If the new EVENT date is not available for the AGENCY to provide the agreed upon services, then the initial deposit will remain non-refundable, and the remainder of any payment(s) made by CLIENT will be refunded in full within fourteen (14) days of written notification from AGENCY that the new EVENT date provided by CLIENT will not be available to provide the agreed upon services to CLIENT.
iii. In the event of an AGENCY-initiated cancellation, AGENCY shall refund to CLIENT the total amount of all funds paid to AGENCY by CLIENT, including all deposit(s) within fourteen (14) days of providing written notification to CLIENT of such AGENCY-initiated cancellation.
iv. In no event whatsoever will AGENCY have any liability to the CLIENT beyond the amount paid by CLIENT to AGENCY.
F. On-Site Permitting for Photography and/or Videography
The CLIENT shall be solely responsible for paying any fees and/or obtaining any licenses and/or permits and/or permission(s) required by any site owner, operator, or regulatory authority for the use of any premises or location so that AGENCY’S services may be properly provided as to any EVENT(S) booked by CLIENT.
G. Wedding Day Coverage
i. The CLIENT shall be solely responsible for securing permission from the site owner, operator, or regulatory authority for use of the EVENT site as well as the consent necessary for AGENCY’S authorized agent(s) to set up all necessary production equipment. CLIENT agrees and understands that the quality of the production services is dependent upon adequate lighting, camera/microphone placement, and other conditions not under AGENCY’S control.
ii. AGENCY shall not be held responsible or liable for poor quality audio in the event that any party refuses to wear a lapel microphone, nor for poor quality, dark, or grainy video footage resulting from inadequate/improperly placed lighting, nor the refusal of the CLIENT to allow camera-top or other lighting as requested by AGENCY’S videographer at the EVENT. Further, AGENCY shall not be held responsible or liable for electrical or mechanical malfunctions at the EVENT, which are not within the realm of control of the AGENCY.
iii. AGENCY reserves the right to discontinue providing any and all services to CLIENT in any situation (ex: inclement weather, extreme temperatures, hazardous locations) that could place the safety of the camera operator(s) or equipment at risk of harm or damage.
iv. The ability of the AGENCY to perform under this ToS is subject to proven detention by sudden illness, accidents, acts of God, or any other force majeure (as that term is generally understood) condition(s) beyond the control of AGENCY, including the absence of any CLIENT-supplied elements at the EVENT.
v. On the chance occurrence of such an eventuality that makes it impossible for the booked authorized agent of the AGENCY to perform the agreed-upon services for CLIENT, every reasonable attempt will be made to secure the services a backup authorized agent to perform the services for CLIENT on short notice, if at all possible. If AGENCY is unable to replace its authorized agent, then CLIENT shall receive a full refund of all sums which have already been paid to AGENCY.
vi. AGENCY will use its best efforts to follow the production schedule as intended; however, EVENT schedules may shift, and events planned may be delayed. AGENCY will establish an arrival time for the EVENT with the CLIENT well in advance to the EVENT and remain on duty for the specific number of hours requested by CLIENT. Coverage hours included in the package are for the EVENT only and must be consecutive. This block of time includes set-up and tear-down of equipment, possible transportation between shooting locations, and generally at least one or more meal break(s) depending on the total length of the reserved time block. Equipment set-up time is included in the total hours of coverage and may fluctuate based on the particularities of each EVENT location. In the event of a schedule shift, our authorized agent(s) will do their best to adjust accordingly using their professional judgement.
H. Parking and Meal Arrangements
i. CLIENT shall provide the camera operator(s) with one hot meal or an equivalent to the guest’s meal during each six (6) hour block of the EVENT coverage. In case CLIENT fails to arrange meals, the operator(s) are allowed to take a one-hour lunch break during the EVENT coverage. AGENCY will then invoice the amount spent by the operators on arranging such meals to the CLINET and can demand these expenses to be covered by CLIENT.
ii. CLIENT is responsible for parking arrangements near every location used during the coverage. AGENCY shall receive information about parking from CLIENT not later than 5 days before the EVENT. In the event CLIENT fails to provide parking arrangement for the operator(s) the AGENCY will invoice the parking expenses to the CLINET and can demand these expenses covered by the CLIENT.
CLIENT shall not seek contribution, and shall indemnify, defend (with counsel acceptable to AGENCY) and hold harmless the AGENCY, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from and against any and all claims, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, warranties, undertakings, or ToSs made by the CLIENT under this TOS or losses liabilities and expenses, including reasonable attorney’s fees, caused solely by CLIENT’S actions or omissions.
i. AGENCY will not be held liable for any mechanical, technical or otherwise uncontrollable and/or unforeseen circumstances that influence or affect the production process at any time. The total liability of AGENCY in the event of any dispute resolution process, including litigation, shall be limited to the amount of all funds paid to AGENCY by CLIENT.
ii. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS TOS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
iii. CLIENT and AGENCY shall not disparage or act in any way to directly or indirectly paint the other in a negative public light at any time before, during, or after the EVENT.
iv. AGENCY shall not be held liable for any accidents, injuries or damages not caused by AGENCY or by an authorized agent of the AGENCY.
v. If CLIENT fails to provide essential or material information regarding the EVENT prior to the EVENT (Including but not limited to lighting conditions, venue requirements, location matters, travel itinerary, etc.), and such failure affects the ability of the photographer and/or videographer to fulfill the services agreed upon with the CLIENT, then AGENCY reserves the sole right and discretion to terminate its services effective immediately, without liability or fault for such termination, and will retain the first installment/deposit previously paid by CLIENT per the terms of this TOS. In the event of such termination of the AGENCY’S services, the AGENCY shall provide written notice of the termination to CLIENT within fourteen (14) days after the EVENT.
K. Pre-Edit Form
Upon consent to this TOS, the CLIENT will provide as much information as possible regarding the first edit. PRE-EDIT form is due on or before the date of the EVENT. AGENCY will not accept pre-edit forms after the date of the EVENT and will complete edits based on its own creative judgment.
The AGENCY is generally able to accomplish most such requests and instructions; however, at times this may be impossible. AGENCY will use its best efforts to edit the EVENT footage in accordance with the wishes and directions of the CLIENT. In no event AGENCY shall be liable for not being able to accomplish client's requests. CLIENT should make all song choices available to AGENCY prior to the EVENT. The number of song selections should correspond to the number of songs CLIENT will receive in the edited package (one song for a one-song edit).
i. The editing process will take 6-8 weeks once AGENCY receives the music and PRE-EDIT FORM from CLIENT. This is an estimate and may be shorter or longer depending on the CLIENT’S particular circumstances.
ii. If CLIENT notes any additional editing to be performed by AGENCY (not including requests AGENCY was not able to achieve for reasons out of its control or elected against based on artistic judgment), CLIENT may request one (1) free round of up to fifteen (15) simple edits/revisions, no more than fifteen (15) days after the first edit is delivered to CLIENT. The free round of edits/revisions includes clip swap or cut and doesn’t cover change of background music. If CLIENT fails to provide AGENCY with a list of all requested edits/revisions of the first edit during this time frame, then CLIENT shall forfeit its right to the free round of edits/revisions and will be required to pay the hourly rate stated herein below for any edits/revisions.
iii. Retouching and enhancing of an image such as artistic color correcting, optimizing exposure, spot removal, and other similar affects are considered custom work and billed at $25 per image. The AGENCY is not responsible for the quality of the enlargements from those images that have been taken to any photo lab. Upon releasing the digital files to the CLIENT, the AGENCY is released of all liability for archiving all of the files.
iv. AGENCY will use its best efforts to make requested corrections, revisions, and changes to the first edit, to the best of its ability. If CLIENT requests to have additional creative or discretionary changes made to the edit, CLIENT shall be required to pay for additional editing at the hourly rate of $100 per hour. AGENCY will provide CLIENT with a price quote, scope of work, and invoice for the total amount of all paid edits/revisions, as requested by CLIENT, and CLIENT shall be required to pay such invoice in full, before any such paid work is performed by AGENCY.
v. When CLIENT approves, then AGENCY shall create the final product as selected in the contract and deliver it to CLIENT. If there is no response from CLIENT within thirty (30) days after delivery of the first edit to CLIENT, AGENCY may proceed with finalization of the project and delivery of the final product to CLIENT.
M. Final Product
i. AGENCY’S main contribution is the unique and creative editing. We fully take CLIENT requests into consideration and edit the footage as we feel works best creatively and with the purpose in mind of creating a memorable product for CLIENTS’ special occasions.
ii. The raw footage is the material used to create CLIENT’S edited film, it is in its unpolished state and not refined as is the edited product. AGENCY will create the film based on CLIENT’S input; however, ultimately AGENCY reserves the right to have the final creative oversight of the resulting product. The total running time of the final product will vary and will depend on the amount and length of footage produced at the EVENT. The planning of the final product is a generalized description of what the final product will be like. Since each EVENT is different, each wedding video will be different as well. AGENCY retains the right to use an artistic license to change and create/produce the best final product possible in the sole discretion of the AGENCY. The final product is, in many cases, subject to variations from the initial plan due to unpredictable eventualities.
N. Exclusive Coverage
The COMPANY shall be the exclusive provider for the purpose of photographing and videotaping the event. No third-party professional photographer (or anyone with a professional camera) is allowed to photograph any part of the Event. In the case another outside professional photographer is present, the COMPANY will treat it as a cause to discontinue coverage without breaching the Terms. Family and friends will be permitted to photograph events as long as they do not interfere with COMPANY photographers or video operators and do not photograph poses arranged by the COMPANY.
i. All original footage remains the sole property of the AGENCY. AGENCY owns, and CLIENT hereby assigns to AGENCY, all copyrights and proprietary rights in all footage taken by AGENCY or its authorized agents, which will have the exclusive right to license to others the right to produce, copy, make, sublicense or sell such footage in its sole discretion. AGENCY grants CLIENT a non-exclusive, non-transferrable license to use the original footage and edits without the express written permission of the AGENCY. AGENCY may use footage and edited material from the original footage to market AGENCY’S services, publicly display, and share the original footage and the edited material for any purpose whatsoever.
ii. CLIENT shall not sell, grant sub-licenses or distribute the original footage or the edited materials for profit without the prior express written approval of AGENCY.
iii. The CLIENT shall bear the sole responsibility and expense for obtaining proper licensing and permissions for all copyrighted music used in the EVENT footage. In no event will AGENCY be liable for any licenses or permissions for any copyrighted music used in CLIENT’S video edits. CLIENT understands that by choosing any copyrighted songs as background music for the wedding video CLIENT may be liable to 3rd parties under the applicable copyright law(s) and shall reimburse AGENCY for any costs or expenses, including legal fees, incurred as a result of any copyright violations caused by CLIENT’S failure to obtain the proper licensing and permissions to use any music whatsoever.
P. Raw Footage
Raw footage is generally filmed in digital format unless 8MM or 16MM film is specifically requested well in advance of the EVENT. The raw footage consists of all photo, video and audio recorded by AGENCY or its authorized agent(s), when on location. In the event CLIENT have purchased the RAW footage, it will be transferred to CLIENT by means of an email containing a download link within 6 weeks after the Event. It is the CLIENT’S responsibility to take possession of the raw footage within 15 days of receiving such email. AGENCY does not keep raw footage infinitely and reserves the right to delete all such footage 6 month after the Event date.
Q. Governing Law
The AGENCY is a Florida Limited Liability Company and this TOS is entirely governed by the laws of Florida, without regard for conflict of laws rules. All disputes are to be resolved in Florida courts of proper jurisdiction over such matters at a venue selected by AGENCY. In the event that litigation results from or arises out of this TOS or the performance thereof, the parties hereto agree to reimburse the prevailing party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
Whenever possible, each provision of this TOS will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this TOS is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this TOS will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
During the EVENT and for a period of one (1) year thereafter, the CLIENT shall not solicit for any reason, any of the AGENCY’S contractors, employees, agents, staff, or representatives, directly or indirectly. In the event CLIENT breaches this provision, it is understood that the AGENCY will suffer irreparable damages in monetary and non-monetary ways. In the event of CLIENT’S breach of this provision, AGENCY shall reserve the right to seek injunctive relief and monetary damages in a court of competent jurisdiction, with all costs of such relief, including attorney’s fees, borne by CLIENT.
Headings used in this TOS are provided for convenience only and shall not be used to construe meaning or intent.