TPG – One11 Bar

Vendor Obligation

1. Google Street View Service. If a Google Street View package is applicable, Vendor is responsible for capturing all imagery that is required to be sufficient to upload to Google. Vendor is not responsible for any changes Google makes to its layout, interface(s), or applications. Vendor will, in reason, attempt to keep up to date with Google’s changes, if applicable; however Vendor cannot be held liable for any changes made by Google, Inc. and/or Alphabet Inc (parent co. of Google) that affect the platform for which the imagery captured by the Vendor is held. If a Google virtual tour service is part of the Agreement, the photographer attribution assigned to the virtual tour will show as ‘CS3 Photography.’ This name cannot be changed as the term is automatically applied to Vendor’s account by Google when Vendor uploads virtual tours to Google Listings. The photographer attribution can be found at the upper left corner of the virtual tour. By default, the Vendor does not send stitched panoramas to the Client. Stitched panoramas may be purchased separately if needed for third-party applications. Should the Client, at a later date, request the virtual tours be removed for any reason, a removal fee may apply.
2. Professional Photos Service. If a still photo (professional photos, professional ground or aerial imagery) package is applicable, Vendor will provide any and all edited and completed imagery to the Client. The Vendor will not provide unusable and/or unedited image files to the Client. The Vendor reserves the right to refuse sending any unedited or raw imagery. The Vendor is not required to send physical files (compact disc, flash drive, printed imagery), but is required to send digital copies of all edited and/or completed imagery to the Client. All finalized imagery will be 300dpi and between 2MB and 15MB per image. This is considered high-resolution and if the Client does not specify imagery specifications prior to the photoshoot, the Vendor is not responsible for unwanted imagery.

Client Obligations

The Client is responsible for all prepping and preparing of the photo-shoot location prior to the arrival of the Vendor or its designated photographer (“Photographer”). The Photographer must be able to begin shooting no later than 30 minutes past the point of arrival or the Vendor reserves the right to cancel the photo shoot which will result in a fee of up to $400.00. If the Client and Vendor do not agree to an exact number of photos prior to arrival, the Vendor will not be held liable for a photo count. If the Vendor is not provided with a shot-list prior to arrival, it will be at the discretion of the Photographer and our editing staff to decide what photographs are shot.

Cancellation

The obligations of the parties described in this Agreement shall be excused for scheduled photo shoots and deadlines if key personnel of Client or Vendor is not available by sickness, accident, riot, strike, epidemic, act of God, other Force Majeure or any other legitimate condition beyond the control of the obligated parties. If such circumstances arise in the case of the Vendor, the Vendor shall, at the discretion of both parties, agree to appear at a substitute date that is mentioned in the schedule set forth by both parties. If such circumstances arise in the case of the Client, the Client shall, at its discretion, set forth a substitute date for the appearance as set in the schedule for the Client. If the Vendor cannot be accommodated by either date, the Client will either negotiate a separate date, or terminate the Vendor’s scheduled contract with the Client. Neither party shall be liable for indirect, special or consequential damages arising from any breach of this Agreement. If the Client cancels this Agreement due to circumstances described in this Section, the Vendor shall provide a full refund of any funds prepaid in advance.

Should the photo shoot event be canceled or postponed by the Client or location for a reason not listed above and within 24 hours of the scheduled session, the Client will be obligated to cover the cost of the Photographer, not to exceed $400.00 per location.,

The Vendor can be reached 24 hours a day at info@cs3design.com or during normal business hours at (407) 636 – 7053.

Payment

Invoices are sent out at the end of each calendar month for all completed & delivered work. Payment shall be remitted within thirty (30) days from the date of the invoice. If paying by business or personal check, the amount must be made out to CS3Design Inc. or CS3 Photography. Although the completed imagery may be sent ahead of the invoice, the Client does not own the rights to any imagery until payment in full has been received by the Vendor. Once payment in full is completed the Client will retain full ownership as outlined in the Assignment of Ownership section of this document.

Assignment of Ownership

Upon payment as provided for herein, the Vendor hereby irrevocably assigns and transfers to the Client, without additional consideration, all right, title and interest throughout the world in and to the images, including any and all copyrights therein, all rights of any kind whatsoever accruing in or under the images provided by applicable law of any jurisdiction, by international treaties and conventions, and otherwise throughout the world (collectively, “Rights”) in the images. Upon payment, the Client will own the Rights to all delivered imagery. The Vendor reserves a limited license, which grants it the right to publish the imagery in its portfolio or in social media settings for the purposes of marketing and promoting the Vendor’s services. The Client only owns the produced, edited and delivered imagery, not the application(s) or the means to which the finalized product or products were produced. The Client shall not own any source files nor does the Client own any source code. The Vendor reserves the right to refuse delivery of any unedited imagery or unedited similar angles. The Client understands that the Vendor and all subcontractors used will overshoot and take more images than necessary while on-site; however, Vendor is not obligated to deliver every photo, only those which are mentioned in the SOW or Project Details Section. Please refer to the Client Obligation section for further information and requirements.

Refunds

If the imagery does not satisfy the Client to a reasonable degree and no reason of effort for rectification was made by the Vendor, the Vendor will refund all paid service fees to the Client, but will have no further liability with respect to the Agreement. The Client is not entitled to any refund if the cause of the Client’s dissatisfaction is a change in any third-party platform resulting in a change or removal of the imagery, including virtual tours. After the Vendor delivers the virtual tour or imagery to the Client, the Vendor will have no further obligations under this Agreement. The Client understands that the Vendor is purely a photography resource and cannot be held liable for any changes made by any third parties outside of the Vendor’s control.

If the Client decides to pre-pay the Vendor for photography services, the Client understands there is a thirty (30) day, including weekends and holidays both federal and local, cancellation period where the Client can receive a full refund less 5% of the overall invoice amount. After the thirty (30) day period has passed the Client understands there is a no refund policy by the Vendor, except as described in this Section. The Vendor is not obligated nor required to issue a refund of any pre-payment amount should the Client decide to cancel or delay the project or order. If the Client pre-pays for services, the services must begin within six (6) months of the date of the Vendor invoice.

Insurance and Indemnity

1. The Vendor will carry commercial and comprehensive general liability insurance on an occurrence basis with limits of liability of at least Two Million Dollars ($2,000,000) per occurrence.
2. The Vendor is responsible for workers’ compensation insurance, employer’s liability insurance and other insurance as required by law.
3. The Vendor does not and cannot carry any other form of insurance including but not limited to cyber or automobile insurance.
4. In the case of the Vendor’s hiring third-party subcontractors to complete necessary photography to fulfill Vendor’s obligations under this Agreement, the Vendor is not responsible for any action taken on site by a subcontractor that might result in medical or legal liability. . In no event shall the Client be liable for any act or omission of the Vendor or any third party. In any event and in any legal action related to this Agreement, the Client’s liability under this Agreement shall be limited to any fees paid to the Vendor under Section 4 of this Agreement.
5. Upon the Client’s written request, the Vendor shall provide the Client with a Certificate of Insurance evidencing the required coverage, listing The Client as an additional insured, and providing that such insurance shall not lapse or be canceled or modified unless the Client has been given at least thirty (30) days prior written notice of the intended cancellation or modification.
6. The Vendor and its directors, officers and affiliates will indemnify and hold the Client harmless from any claims, liabilities or damages associated with the Vendor’s performance of services under this Agreement.

Storage

Although the Vendor will make reasonable efforts to maintain a long-term backup copy of all imagery, the Vendor is not required to keep or provide a backup of any unedited or edited imagery with regard to any of the services offered by the Vendor. The Vendor is not liable for any imagery lost by the Client. The Vendor is obligated to keep a backup of imagery for the Client for a period of sixty (60) days (including weekends and holidays both federal and local) past the date of the initial image delivery. After sixty (60) days (including weekends and holidays both federal and local), the Vendor will archive the imagery into long-term storage but is not required or obligated to keep, store, maintain, or share the imagery to the Client unless otherwise noted in this Agreement.

Relationship of Parties

The Client intends that the Vendor be an “Independent Contractor” and not an agent, joint venturer or employee of the Client or any of its subsidiaries or affiliates. This Agreement is non-exclusive and the Client shall have the authority to employ additional “Independent Contractors” as determined in its absolute and sole discretion. The Vendor is not entitled to participate in any benefits that the Client provides for its employees, including but not limited to workers’ compensation, unemployment benefits, medical insurance, vacations, benefits, pension plans, bonus, stock or similar benefits that the Client provides for its employees. The Vendor and its subcontractors agree not to file unemployment insurance or workers’ compensation claims against the Client. It is expressly agreed and acknowledged that neither the Vendor nor any subcontractors hired by the Vendor will be considered employees of the Client for any purpose.

Confidentiality and Non-Disclosure

The Vendor acknowledges and agrees that the Client’s confidential and proprietary information that is shared with, made available to, or which the Vendor or his/her/its subcontractors or representatives otherwise come into possession of or become privy to in connection with this Agreement, including any information or locations contained in the images (collectively, “Confidential Information”), shall remain the sole and exclusive property the Client and the sale, unauthorized use, or disclosure of any such Confidential Information by the Vendor or its subcontractors or representatives is strictly prohibited. Under no circumstances shall such Confidential Information be disclosed, disseminated, or published in any manner by the Vendor or his/her/its subcontractors or representatives either during or after the term hereof, except in connection with the performance of the Vendor’s provision of the services in connection with this Agreement. Any such unauthorized disclosure shall be deemed a material breach of this Agreement and subject the Vendor to all of the Client’s remedies available in law and equity, including injunctive relief.

Representations and Warranties.

The Vendor represents and warrants that all work is the Vendor’s and original and is not in violation of the law or the rights of any third party. The Vendor will indemnify the Client against all claims and reimburse the Client for all damages and reasonable attorney fees it incurs should the Vendor breach these representations and warranties.

Additional Terms

This Agreement will be governed by, and construed in accordance with the laws of the State that the Client is located, without giving effect to the principles of its conflict of laws provisions. The parties to this Agreement agree and consent to the jurisdiction of the State and Federal Court located near the subject matter property, in all disputes arising out of or relating to this Agreement.

In the event that any provision of this Agreement is declared invalid or void by statute or judicial decision, such action shall not invalidate the entire Agreement. It is the express intention of the parties that all other provisions not declared invalid or void shall remain in full force and effect. The failure by either party to act with respect to a breach by the other shall constitute a waiver to the right of act with respect to subsequent or similar breaches.

Any amendment or modification of this Agreement must be reduced to writing and signed by both the Client and Vendor. This Agreement may be executed in counterparts that will be treated as a single document and electronic signatures are acceptable and will be treated the same as original wet signatures.