Photobooth

EVENT AGREEMENT TERMS AND CONDITIONS
 
The person(s) whose signature(s) appear on this contract, known as “Client,” agree that
Elyon Images Inc. (the “Company”) will provide photobooth services to the best of its abilities, in the manner described in this Agreement. This is a binding contract, which incorporates the entire understanding of the parties, and any modifications must be in writing, signed by both parties, and physically attached to the original agreement.
 
SERVICE PERIOD
 
Pursuant to the responsibilities of the Client, Company agrees to have a photobooth operational for a minimum of 80% during this period; occasionally, operations may need to be interrupted for maintenance of the photobooth.
 
RETAINER AND PAYMENT SCHEDULE
 
The fees to produce and deliver the Images, and all rights granted herein, shall be the amount specified as the fee in the Quote (the “Fee”). 
A non-refundable retainer in the amount of $300 is due upon signing of contract. The remaining amount is due fifteen (15) days in advance of Client’s Event. If paying by credit card, Client agrees to have Company charge Client’s credit card for payment of services. Client is liable for any overage past 11:59pm at the cost of $175/hr., which will be billed in hourly increments. Client agrees that in addition to any and all other legal rights and remedies Company may have, Client will pay a $50 fee for any and all returned cheques which Client may write to Company as payment for services.
All payments of the Fee shall be made to Elyon Images Inc., or as otherwise confirmed by Company. Additional payment details are provided on the Quote and Invoice. If remaining invoiced amount is not paid within three (3) days after Client’s Event, late payments will be subject to interest in the amount 12% per annum compounded monthly.
If Client requests additional services beyond the scope of the Quote, Company may discuss the additional services, fees and payment schedule with Client. If and when such additional terms are agreed by Client and Company, the additional services will be planned and executed. 
 
CHANGES AND CANCELLATIONS
 
Any request for a date, time, or location change must be made in writing at least fifteen (15) days in advance of the original event date. Change is subject to photobooth availability and receipt of a new Service Contract. If there is no availability for the alternate date, time, or location, retainer shall be forfeited and no photobooth services will be provided. Any cancellation occurring less than fifteen (15) days prior to the event date shall forfeit all payments received.
 
PARKING
 
Client shall provide parking for Company’s vehicle while at Client’s Event. The parking space shall be within close proximity to the venue, and Client shall provide any necessary parking permit or pass prior to the event date.
 
PHOTOBOOTH ACCESS, SPACE AND POWER
 
Client shall arrange for an appropriate space for the photobooth at Client’s venue. Space must be level, solid, and at least 9ft wide by 6ft deep by 9ft high. It is the Client’s responsibility to ensure access is possible. Photobooth may be placed in an exterior location, provided it is protected from weather. Client is responsible for providing power (3 prong outlet) to the photobooth. Company is not liable for any temporary interruption to service due to inadequate AC power or weather conditions.
 
WIFI ACCESS
 
Company photobooth social media features requires Client to provide or guarantee a venue Internet connection of at least. Company is not responsible for insufficient social media features due to less than adequate Internet speed.
 
ONLINE GALLERY
 
Upon receiving downloadable link for high-resolution files, Client accepts all responsibility for archiving and protecting the photographs. Company is not responsible for the lifespan of any digital media provided for any future changes in digital technology or media readers that might result in an inability to read files
provided. It is Client’s responsibility to make sure that digital files are copied to new media as required.
 
PRINT OUT DESIGN
 
Company will design a print out based on material supplied by Client, including logos, fonts, monograms, and ideas.
 
MODEL RELEASE
 
Company reserves the right to use images produced with its photobooth under this Agreement to transfer to a third-party, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt, and create derivative works, and to reproduce the same images, in each case for the purpose of promoting the Company, its services, and other good faith
business purposes. CLIENT WARRANTS THAT IT HAS ACTUAL AUTHORITY TO AGREE TO THE USE OF THE LIKENESS OF ALL PERSONS INCLUDED IN THE IMAGES IN THIS MANNER AND SHALL INDEMNIFY THE COMPANY IN ACCORDANCE WITH THE INDEMNIFICATION CLAUSE PROVIDED IN THIS AGREEMENT BELOW.
 
BEHIND THE SCENES AND COMPANY’s USE OF IMAGES
Company and Contractors may create and record images, graphics, and digital assets (including audio-visual assets) portraying the behind-the-scenes production of the Services (the “BTS”). Company may use the BTS for promotional purposes, including but not limited to placing the BTS on Company’s website, social media destinations, and third-party uses including without limitation photography industry platforms. BTS is not included in the Services for the Client and is not considered Images. Company is not responsible or liable for Contractor’s use of BTS. Additionally, Company may use the Images for promotional purposes, including but not limited to placing the Images on Company’s website and social media destinations. Company does not provide access to any images not deemed fit by Company for distribution. Further, such images are not available for sale, and may be deleted. Company may provide the Images to third parties, including related to stock image uses.
LIMITATION OF LIABILITY; WAIVER
 
UNDER NO CIRCUMSTANCES, EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, WILL THE
COMPANY, ITS PARENT COMPANY, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS
OR AGENTS BE LIABLE TO THE CLIENT FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE PHOTOBOOTH SERVICE; (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS, INCLUDING WITHOUT LIMITATION, ANY INTELLECTUAL PROPERTY RIGHT, PUBLICITY, CONFIDENTIALITY, PROPERTY OR PRIVACY RIGHT; (C) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (D) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY. IN NO EVENT WILL THE COMPANY BE LIABLE TO CLIENT OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT.
 
CLIENT AGREES TO DEFEND (AT COMPANY’S REQUEST), INDEMNIFY, AND HOLD THE
COMPANY, ITS PARENT COMPANY, EMPLOYEES, MANAGERS, OFFICERS, AND AGENTS,
HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITY, DAMAGES, LOSES, AND EXPENSES,
INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING
OUT OF OR IN ANYWAY CONNECTED WITH ANY OF THE LIABILITY STATED ABOVE,
INCLUDING BUT NOT LIMITED TO ANY ACTION TAKEN IN CONNECTION WITH THE MODEL
RELEASE PROVIDED IN THIS AGREEMENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY
OWNERS, INCLUDING WITHOUT LIMITATION, ANY INTELLECTUAL PROPERTY RIGHT,
PUBLICITY, CONFIDENTIALITY, PROPERTY OR PRIVACY RIGHT.
 
MISCELLANEOUS TERMS
 
In the event Company is unable to supply a working photobooth for at least 80% of the Service period, Client shall be refunded a prorated amount based on the amount of service received. If no service is received, Company’s maximum liability will be the return of all payments received from Client. Prior to any party commencing an action, each party shall meet in a good-faith attempt to resolve their differences. Should both parties be unable to resolve their dispute, both parties agree to submit their dispute to a neutral mediator. Both parties agree to the jurisdiction, venue, and choice of law of Company’s principal place of business at the time of the execution of this Agreement.
 
ALL SALES ARE FINAL.
 
Client understands and agrees that all sales and service fees are final.

Event Photography

Elyon Images Inc. – Photography Services Terms and Conditions
 
These terms and conditions (“Terms and Conditions”) govern the relationship between Elyon Images Inc. (the “Company”) and you, your company, its parent companies, affiliates, subsidiaries, licensees, and sublicensee(s) of the Images (collectively, the “Client”).
 
Client accepts these Terms and Conditions as of the date Client provides written confirmation (email is acceptable) to Company of acceptance of any quote for services (“Quote”) or an invoice for services (“Invoice”). The services provided for in a Quote and/or Invoice which may include but not be limited to photography services (the “Services”) having been provided, or to be provided in the future, by Company for Client. If there is any inconsistency between a Quote and the Terms and Conditions, the later shall prevail.
 
For clarity, by accepting a quote or invoice, Client confirms Company is engaged to deliver the Services and approves these Terms and Conditions, which together constitute the entire agreement between Company and Client.  
 
Creation and Delivery of the Images. 
 
All images, graphics and digital assets (including audio-visual assets) created by Company and delivered to Client shall collectively be referred to as the “Images.” The manner and method of creating Images is solely at Company’s discretion. Company will aim to ensure the Images conform to the Client’s specifications, if any, pursuant to the Quote. 
 
Company agrees to provide the Services for the number of hours indicated on the Quote. For photography services, Company shall attempt to ensure that an average of forty-five (45) photographs are taken per hour, which for clarity does not guarantee forty-five (45) photographs per hour that the Client may wish to use.
 
Notwithstanding any estimates, due to the scope of work to produce the Images, including Client correspondence, deadlines are not guaranteed. Client affirms it shall avoid any unnecessary delays and that relevant communication shall be prompt.
 
The Images shall be sent to Client within one (1) week after the relevant event via a downloadable link.
 
Client will be provided with digital versions of the Images that may be used for only personal use. In no event will Company be liable for poor reproduction quality, delays, or consequential damages or will Company be required to do any reshoots. Company has no obligation to archive Images.
 
Client ensures that all individuals present at the photo shoot have provided any and all required consents to being in any Images created and/or taken by Company.
 
License of the Images. 
 
The copyright in the Images shall be held exclusively by Company. For clarity, Company is the first copyright owner of the Images. Upon full payment of the Fee to Company, Company shall grant a non-exclusive license to Client to use the Images, in the following allowable uses and media, throughout the world (the “Territory”), in perpetuity (the “Term”) (collectively, the “License”):
 
“Publicity and Advertising” – Client may use the images for publicity and advertising purposes, including on social media destinations, as well as print and digital publications. 
“Collateral and Display” – Client may use Images for Client’s communication with its clients and to people in the Territory at large, including for display at the Client’s place of business.
“General Non-Commercial Uses” – Client may use Images for non-commercial uses, for example on personal social media destinations of Client-related personnel. 
 
Any reproduction not specifically included in the License is not permitted without Company’s prior written authorization. Such unrestricted uses include but are not limited to the following:
 
Exploiting products incorporating the Images;
Selling the Images for merchandising purposes;
Resale, license, or assignment of the Images to any third party; and
Any other commercial uses of the Images.
 
If Client wishes to extend the scope of the License, Company and Client shall negotiate such terms in good faith to determine the fair market value of an extended license, which may include royalties. 
 
For the purposes of these Terms and Conditions “Derivative Works
 
All rights not explicitly provided herein are reserved by Company.
 
The License shall automatically be revoked if (a) Client removes and/or alters the copyright marks or metadata associated with the Images if any are added by Company; or (b) Client attempts to use the Images for purposes outside the License’s scope, or in any other way, doesn’t follow the Terms and Conditions. 
 
Notwithstanding the broad rights provided within the License, except for basic editing, being cropping and brightness (for print publications), to ensure Company’s quality is not compromised, neither Client nor any other party other than Company may alter the Images without Company’s prior written authorization.
 
Only if requested separately in writing by Company, Client shall provide credit to Company by including “Elyon Images Inc.” with the Images.
 
The Fee and Payment Schedule. 
 
The fees to produce and deliver the Images, and all rights granted herein, shall be the amount specified as the fee in the Quote (the “Fee”). 
 
If Client requests Services for an event taking place on a single specific date, one hundred percent (100%) of the Fee is owed before or on the date of the event which is indicated on the invoice provided by Company (the “Invoice”). If the Fee is paid on the date of the event, the Fee must be paid before the Services start to be provided, unless otherwise indicated by Company.
 
If Client requests Services for multiple events per month, Client shall be billed at the end of the month and shall pay the Fee by the date specified on the Invoice. 
 
All payments of the Fee shall be made to Elyon Images Inc., or as otherwise confirmed by Company. Additional payment details are provided on the Quote and Invoice. Late payments are subject to interest in the amount 12% per annum compounded monthly.
 
If Client requests additional services beyond the scope of the Quote, Company may discuss the additional services, fees and payment schedule with Client. If and when such additional terms are agreed by Client and Company, the additional services will be planned and executed. 
 
Cancellation and Postponement Policy.
 
If Client postpones or cancels an engagement for Services, including changing the date when some or all the Services are to take place (including for weather or other unforeseen circumstances), Client shall reimburse Company for its associated expenses that would have been payable had a postponement or cancellation not occurred. If Client postpones or cancels an engagement for Services, including but not limited to a day to photograph, within forty-eight (48) hours of when the engagement was to commence, Company reserves the right to claim additional costs for other lost business opportunities. Client acknowledges that this is reasonable and shall pay for all such costs within five (5) business of days of an invoice being delivered to Client. 
 
Client’s Ownership of the Original Source Materials. 
 
Client confirms that no consent, approval, authorization, or release is required on the part of any third party for the use of the materials provided by Client to Company, including but not limited to Client’s logos and branding, and all people who are in the Images (the “Source Materials”), used to produce the Images. Client warrants that the Source Materials do not infringe the rights, including, without limitation, any copyright or trade-mark rights, or any right to privacy or publicity of any person or entity, or violate any laws or regulations of any jurisdiction. Company shall have absolute right to use Source Materials without a payment to, or being in violation of the rights of, any third party.
 
Contractors and General Release.
 
Company may hire independent contractors and/or subcontractors to aid in the production or execution of the Services, including but not limited to assistants, producers, digital technicians, hair and makeup artists, wardrobe stylists, photographers, and videographers (individually a “Contractor” and collectively “Contractors”). Neither Company nor Contractors shall not be liable for any costs, expenses or damages, occurring as a result of or in connection with Contractor’s performance of the Services, the acts or omissions of Company and its other employees, independent contractors or suppliers or otherwise, unless such acts or omissions are negligent, grossly negligent or willful.   
 
Behind the Scenes and Company’s Use of Images.
 
Company and Contractors may create and record images, graphics, and digital assets (including audio-visual assets) portraying the behind-the-scenes production of the Services (the “BTS”). Company may use the BTS for promotional purposes, including but not limited to placing the BTS on Company’s website, social media destinations, and third-party uses including without limitation photography industry platforms. BTS is not included in the Services for the Client and is not considered Images. Company is not responsible or liable for Contractor’s use of BTS. Additionally, Company may use the Images for promotional purposes, including but not limited to placing the Images on Company’s website and social media destinations. Company does not provide access to any images not deemed fit by Company for distribution. Further, such images are not available for sale, and may be deleted. Company may provide the Images to third parties, including related to stock image uses.
 
Stock Footage.
 
Notwithstanding the reserved rights held by Company, Company may use the Images and BTS for stock footage purposes, including to sell the Images and BTS to third parties for uses approved by Company. Such uses do not require any approval whatsoever by Client, and Client is not entitled to any credit or compensation from such uses. Such uses may be for all media now known or later invented, throughout the world, and in perpetuity. Client waives all moral rights with respect to the Images and BTS on behalf of Client and all people included with the scope of Source Materials.
 
Remedies and Dispute Mechanism. 
 
Violation of these Terms and Conditions may result in irreparable damage to Company. Company shall be entitled, without bond, other security or proof of damages to equitable remedies (including injunctive relief) with respect to Client’s breach of any of these Terms and Conditions. This does not limit Company’s rights to claim additional available remedies. Client shall indemnify Company and Company’s representatives, successors, assigns and licensees and defend and hold all of them and their shareholders, directors, officers, employees, Contractors, and agents harmless from and against any and all losses, costs (including legal costs), liabilities, damages, claims, judgments, penalties, and expenses arising out of any use of the Images (including unauthorized use of the Images by a sublicensee), BTS, and Source Materials, or breach or alleged breach of any representation, or agreement made by Client or related parties. If Client breaches these Terms and Conditions, the License shall automatically terminate, any outstanding Fee will be owed. The remedies shall be cumulative and the exercise of one shall not preclude the exercise of any remedy for the same or any other disability or default. 
 
General.
 
Assignment. Company may license or assign its rights herein. Unless otherwise provided herein, Client may not license or assign its rights herein.
 
Notices. All notices given herein must be in writing and delivered by either personal delivery, courier or by email to the other party. Notices delivered personally or by email are deemed to have been received when they were delivered, while courier is deemed received one (1) business day after it is sent.
 
Independent Contractor. It is hereby understood and agreed that Company is providing independent services to Client. There is no partnership or employer-employee relationship between the parties, and nothing contained in any part of these Terms and Conditions shall be construed to create such a relationship.
 
Confidentiality. These Terms and Conditions shall be kept secret and confidential, except that the parties may disclose the terms of these Terms and Conditions: (i) to the extent necessary to comply with any law or judicial order; (ii) as part of their normal reporting and review procedures; (iii) to their auditors, counsel, accountants and agents so long as they agree to keep these Terms and Conditions confidential; and (iv) as may be necessary in order to enforce their rights herein.
 
Governing Law. These Terms and Conditions shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
 
Illegality. If there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail; and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict; and as so modified these Terms and Conditions shall continue in full force and effect.
 
Entire Agreement. These Terms and Conditions shall replace and supersede all previous arrangements, understandings, representations or agreements (written or oral, express or implied) between the parties with respect to the subject matter herein. These Terms and Conditions may be modified only by a written instrument duly executed by the parties. No waiver by any party of any default, misrepresentation or breach of warranty or covenant herein, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant herein or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.