PURPOSE

Client wishes to hire Photographer for the purpose of personal brand photography services (the “Session”) and Photographer has agreed to provide such services. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to the terms and conditions set out below.

TERMS OF AGREEMENT

Package

Client chooses one of Photographer’s Photography Packages.

Session Details

The Session will take place on (“Session Date”) at prior agreed upon location. Client understands that the Session Date will only be considered reserved by Client when this Agreement is signed by both Parties and upon receipt by Photographer of the non-refundable Retainer. Client understands that they are responsible for arriving to the Session Location on time and the Session time will not be extended in the event Client or any of their personnel is late. If Client is more than 20 minutes late, Client will have been deemed to have cancelled this Agreement and no fees paid to Photographer shall be refunded or transferred. Notification of any changes in schedule or Location must be made in writing and prior to the Session Date.

Services

Photographer will provide Client with the following services and works (collectively, “Services”):

Personal Branding photography, where specific deliverables are dependent on each package. Please refer to the Brand Photography Packages for details.

Additional Services

In addition to the Services set out above, Client may request the following additional services if needed from time-to-time, and at the sole discretion of Photographer (“Additional Services”):

· Additional hours

· Video editing

Permits and Location Rules

Client is solely responsible for obtaining the necessary permits and permissions of any locations Client wishes to have their photographs taken unless otherwise agreed on by the Parties in writing. Client understands Photographer is bound by the “house rules” of the Location, other locations and/or the bylaws, provincial and federal laws where Services are performed. Client acknowledges and accepts the potential technical limitations of the Location and other requested shooting locations and agrees to communicate any rules or restrictions governing photography at the Location and/or other shooting locations to Photographer.

Drone Use

Client is responsible for confirming the ability for drone use at the Location and any other location they may request unless otherwise agreed on by the Parties in writing. Client expressly acknowledges and understands that this Agreement is not conditional on the ability for the Photographer to obtain drone footage. Photographer’s use of aerial drones will only be done if the area is a designated ‘fly zone’ and legal to do so. Photographer is not certified to fly in no-fly zones, provincial or national parks, or other areas with restrictions, as may be imposed or changed from time to time. The drone will not be flown in these areas, nor when the Photographer, in their sole discretion, feels the conditions are unsuitable or unsafe for flight.

Use of Props

Client is responsible for arranging, delivering and covering the costs associated with any third-party products or props Client wishes Photographer to use on the Session Date, unless expressly included as part of the Services. Photographer will make reasonable efforts to integrate Client’s suggestions on the Session Date.

Shot Requests

Photographer will make reasonable efforts to take requested shots of specific poses or requests made by Client. Client understands that each shoot and client is unique, and Photographer makes no guarantee that the requested shots will be taken or delivered as part of the final works. Any requests or lists delivered by Client to Photographer will be used as suggestions for the Session Date only.

PAYMENT

Fees

In exchange for the Services, the total fee is detailed for each packages, and it to be payed plus all applicable sales taxes (“Fee”). The Fee is payable by Credit Card through Stripe or by E-TRANSFER (dorotheaheeger@yahoo.fr).

Non-Refundable Retainer

Within 3 business days of the Parties signing this Agreement, Client will pay Company a non-refundable Retainer to reserve the Session Date in the amount of $300 (“Retainer”) which will be applied to the final invoice and credited against the Fee. Client understands that the Session Date will not be reserved until Retainer is paid in full.

Fees for Additional Services

Photographer’s hourly rate is $350. Any Services outside of the scope of Services set out in this Agreement will be considered ‘Additional Services’. Additional Services requested by Client will be charged to Client at their hourly rate, as set out in this Agreement or as otherwise agreed upon by the Parties in writing. If, for example, Client requests Photographer to extend Services beyond the hours agreed on as part of the Services on the Session Date, or requests further retouching or edits to the final works, these will be considered Additional Services, and will be invoiced at Photographer’s hourly rate.

Expenses

The Fee does not include any out-of-pocket expenses incurred by Photographer such as travel fees which are billed at $0.68/KM beyond 50KM from K1G4C3, airfare, hotel stays for on-location services or travel to and from a shooting location different from the Location, unless expressly included as part of the Services set out above. Photographer will make reasonable efforts to obtain approval from Client before incurring any expenses not included as part of the Services. Any expenses incurred by Photographer will either be added to the final invoice or billed to Client separately and payable within 7 days of Client’s receipt of said invoice. Accommodation is required for any Session Location more than 100 KM from K1G4C3 with such accommodation to be pre-approved by Photographer.

Late Payments
If any payment is not received on the payment due date, Photographer may stop work on all Services until any outstanding payment is received in full. If any invoice remains outstanding 10 days from the payment due date, Client will be charged a late fee of 5% compounding monthly, equaling 60% annually, on all outstanding amounts from the payment due date. If Photographer has made reasonable attempts to collect outstanding payment, and any amount remains unpaid, Photographer reserves their right to send Client to collections or take all other legal remedies to attempt to collect payment from Client.

DELIVERY OF WORKS

Excluded Works and Edits
Client acknowledges that Photographer will only send the final, high-resolution, edited works to Client and Photographer will not be delivering the original RAW files or proofs to Client. Photographer reserves the right to only deliver the works they deem in their sole discretion to be of highest professional quality, and Client has no right to any works not delivered to Client.

Photographer will use their discretion and artistic style to enhance the works as they deem appropriate. Edits will not include any cosmetic edits to the model subject, which includes any edits relating to dissatisfaction with clothing or props. Any such edits requested will be charged to Client as an Additional Services Client understands it is their sole responsibility to ensure they use appropriate props and wear appropriate attire for the Session as Photographer will not be responsible for any related issues.

Delivery of Works
All final works will be delivered to Client via online gallery within 4 weeks of the Session Date. Client will be permitted to download and/or print all the works delivered. The works will remain available to client for 30 days following delivery and Client is solely responsible for ensuring they save and store the final works within that timeframe.

Storage of Files

Photographer is responsible to store and back-up all digital copies of images and footage until the final works are delivered and for the availability period. Upon expiration of the availability period, Client is solely responsible for ensuring safe storage of the final works and releases Photographer from any liability relating to lost or damaged works.

RESCHEDULING, CANCELLATION AND REFUNDS

Rescheduling by Client

If Client wishes to cancel or reschedule the Services, Client shall provide at least 30 days’ written notice via email to Photographer. The rescheduled Session Date must occur within 3 months of the original Session Date, subject to Photographer’s availability. The Retainer Fee and any amounts paid to Photographer will be credited to the new Session Date. Client understands and agrees that this clause will apply for any reason, except in the event where Photographer is not legally able to perform the Services. For clarity, Client understands this rescheduling clause will apply if Photographer can legally perform the Services but may need to limit or adjust the Location or Services, to adhere to any government restrictions that limit the location or number of participants able to participate in the Session. Photographer permits one complimentary reschedule, following which a $350 rescheduling fee will apply. If Client provides less than 30 days’ notice, Client will not be allowed to reschedule, the full amount outstanding will become immediately due and Client will be deemed to have cancelled this Agreement.

Rescheduling Due to Government Restrictions

In the event Photographer is unable to legally perform any Services on the Session Date the Retainer Fee and all other payments paid by Client to Photographer under this Agreement are non-refundable and Client will receive a credit for the full amount paid under this Agreement to be used within 3 months from when Photographer may legally perform the Services, subject to Photographer’s availability, or as may otherwise be agreed on by the parties in writing. If Photographer is unavailable on the Client’s new Session Date, then Photographer will refund all amounts under this Agreement to Client less the Retainer Fee. This clause does not apply in the event Photograph can perform some, but not all of the Services, as a result of said restrictions.

Cancellation by Client

If for any reason Client cancels this Agreement and provides at least 30 days’ notice before the Session Date to Photographer, the Retainer Fee and any amounts paid will be forfeited to Photographer as liquidated damages, but Client will not be responsible for any remaining amounts due. If Client provides less than 30 days’ notice to Photographer, all amounts paid will be forfeited to Photographer, and any outstanding amounts owing under this Agreement must be paid by Client to Photographer immediately.

Cancellation or Rescheduling by Photographer
If for any reason Photographer cannot perform the Services or wishes to reschedule, Photographer will notify Client as soon as reasonably possible. If Photographer wishes to reschedule and Client agrees, the Parties will agree to a new Session Date, with all other terms of this Agreement to remain the same. If Photographer wishes to cancel this Agreement, Photographer will refund all amounts paid by Client, less any amount for any Services performed by Photographer, in their sole discretion.

Termination of Agreement

This Agreement will end when Client has paid the Fee in full to Photographer and the Services have been completed and delivered. Any provisions that survive the termination of this Agreement will remain in full force and effect.

INTELLECTUAL PROPERTY

Copyright and Commercial License

Photographer will at all times retain all intellectual property rights, including copyright in the works created as part of the Services and all works delivered under this Agreement are protected by [the Canadian Copyright Act (RSC., 1985, c. C-42). Upon full and final payment of the Fee, Photographer grants to Client a limited, non-exclusive non-transferable, revocable commercial license to make copies of and use the works for on social media, on its website, standard size print promotional and marketing materials solely for personal and commercial use and not for economic gain. Client shall not transfer, license, sell, lease or otherwise grant any reproductive rights to any of the works to any third parties. Any unauthorized use of the works will result in an additional fee, the amount to be in Photographer’s sole discretion in addition to any royalty payments owed to Photographer by Client.

As owner of the copyright in the works, Photographer retains all rights to use and display the works for its marketing and promotional purposes, whether online, in print or for any other purpose.

Restrictions on Use

In order to preserve and maintain the integrity of Photographer’s work and reputation, Client is restricted from altering the works in any of the following ways:

● Any retouching, altering, additions or edits to the works that result in a material change, such as adding filters or graphics in Photographer’s sole discretion.

● Any assignment or resale of works through direct or indirect means, including, but not limited to selling any or all of the works to a third-party for any reason, either online or in print media.

● Permitting any third party to use any the works for any purpose, such as on a blog or on any social media platform without obvious attribution to Photographer or without Photographers express written consent.

● Using any form of low-resolution version of the works such that the quality is diminished, such as scanned or photographed versions or photocopies.

● Any use deemed unreasonable or defamatory, in the sole discretion of Photographer.

Use of Works on Social Media
Client is encouraged to tag Dorothea Heeger Photography on any social media platform where any of the works are posted. In order to preserve the integrity of Photographer’s work, Client agrees not to add any filter to the works or otherwise edit the works in any way.

Model Release
By signing this Agreement, Client understand they are granting to Photographer the right to use Clients likeness and the works in all media, including on social media and on Photographers website, with restriction, for advertising, marketing, promotion and all other lawful purposes. Photographer can further grant use of the works to third parties, without payment of compensation or royalties to Client and Client has no right to any prior approval of use of any works. Client is responsible for ensuring that a model release is signed by any other subjects prior to the Session Date, as attached as Schedule “A” and Photographer reserves the right not to proceed with the Services until said release is signed by all parties participating in the Session.

Print Release

Upon full payment of the Fee, Photographer grants to Client a limited print release which allows Client to reproduce the final works delivered for their personal and limited commercial use only. This limited license does not permit the delivered works to be altered, sold or published, including for online blogs, advertisement by third-parties or other publications, without the express written consent of the Photographer, which may be unreasonably withheld.

SAFE WORKING CONDITIONS

Inclement Weather

Client acknowledges and agrees that Photographer will provide the Services in all weather conditions except in the case where:

· there is dangerous weather or extreme terrain including but not limited to blizzards, avalanches, wildfires, hurricanes, monsoons, mudslides or high winds in Photographer’s sole discretion, that makes it unsafe for Photographer and the Released Parties from safely traveling to, accessing or entering the Location;

· the Location is closed or inaccessible due to forces beyond Photographer’s control; or

· the location is deemed unsafe for any reason in the sole discretion of Photographer, acting reasonably.

In the event of inclement weather, Photographer will make reasonable efforts to accommodate changes to the Session Date and Location per Client requests, however Client acknowledges and understands that certain requests may not be able to be accommodated in inclement weather and will only be done at Photographer's sole discretion. If in the 24 hours prior to the Session Date, Photographer deems the predicted weather to be unsafe, Photographer may reschedule the Session Date or Session Location, and all amounts paid will be credited towards the new Session Date. In no event will any amounts paid under this Agreement be refunded or transferred as a result of inclement weather.

COVID19 Compliance
Client acknowledges and agrees that they are solely responsible for ensuring that they comply with any federal, provincial or local guidelines relating to COVID19 or similar and that Photographer is not responsible in any way for enforcing such guidelines or ensuring Client, model or Location compliance.

Safe Working Conditions

Client acknowledges and agrees that Photographer maintains a safe working environment at all times and will comply with all health and safety laws, rules and regulations as applicable from time to time. Client will not request Photographer to do anything unsafe or illegal. Photographer will not tolerate any form of harassment nor provide Services in any restricted location or area deemed unsafe. Client expressly agrees to release and hold harmless Photographer as a result of any incomplete Services and Client will be responsible for all payments owing under this Agreement. If, Photographer, at any time during the Session, in their sole discretion, deems the Location unsafe, it will result in the early or immediate departure of Photographer from the Event. Client agrees that in such an event, no refunds or discounts will be granted, and Client will not be relieved of any of their payment obligations under this Agreement.

RELEASE, INDEMNITY AND WAIVER

Style Release

Client has spent a satisfactory amount of time reviewing Photographer’s portfolio and style of work. Photographer will use reasonable efforts to try to incorporate any suggestions Client makes, however, Client understands and agrees that Photographer is providing an artistic service and that each client and Session is unique, with different budgets, tastes and performance objectives. Client agrees that dissatisfaction with Photographer’s judgment or style are not valid reasons for termination of this Agreement or request of any payment made to be returned.

Assumption of Risk

Client expressly and voluntarily assumes all risks associated with the Services and related activities, including but not limited to shooting at the Location. For example, if Client desires to have Photographer shoot subject near water features, in urban settings, or uneven or steep terrain, Client expressly understands and agrees that there are inherent dangers involved with such requests, and Photographer is under no obligation to carry out any requests that Photographer, in their sole discretion, deems risky or unsafe.

Exclusivity and Disclaimer
Unless agreed upon in advance, Photographer shall be the exclusive Photographer retained for the Session. Photographer is not responsible for compromised coverage due to causes beyond their control such as other people’s camera or flash, the lateness of models, employees, client or other principles, weather conditions, schedule complications, rendering of decorations, or restrictions of the Location. Photographer is not responsible for existing backgrounds or lighting conditions that may negatively impact or restrict the photography coverage.

Release, Waiver, and Indemnity

Client shall indemnify, release, discharge and hold harmless Photographer, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from and against any and all loss, costs, damages expenses, liabilities, claims actions, judgments and expenses of whatever kind, including legal and other professional fees, that are incurred by or awarded against Photographer for any losses that arise directly or indirectly out of activities performed by Photographer pursuant to this Agreement, except to the extent such losses are a result of the gross negligence or wilful misconduct of Photographer.

Limitation of Liability

In no event will Photographer be liable under this Agreement to Client or any other third-party for consequential, indirect, incidental, special, exemplary or punitive damages arising out of, or in connection with any breach of this Agreement, regardless of (i) whether such damages were foreseeable; (ii) whether or Client was advised of such damages; and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

Maximum Damages
In the event Photographer is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the total Fee paid by Client to Photographer.

Loss of Footage

In the event any of the works are lost, for example as a result of lost, stolen or damaged equipment, technological failure or any other reason, Photographer will reimburse Client for the corresponding percentage of images and/or footage lost. The percentage determination of lost work will be at the sole discretion of Photographer.

GENERAL

Relationship of Parties
Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Provider and Client and Client is hiring Provider as an independent contractor only. For the avoidance of doubt, Provider has sole right to control and direct the means, manner and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada without regard to conflicts of law provisions, where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Ottawa, Ontario.

Dispute Resolution

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.

Injunctive Relief

Client acknowledges that monetary damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach of this Agreement (including violations of the nondisclosure provision), and that Designer will be entitled to seek, in addition to any other remedy it may have under this Agreement or at law, injunctive and other relief, including specific performance of the terms of this Agreement without the necessity of posting a bond.

Expenses; Fees

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement. If any suit or action is instituted to enforce any provision of this Agreement, the prevailing party in such dispute will be entitled to recover from the losing party all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable legal and other professional fees and expenses which will include, without limitation, all fees, costs, and expenses of appeals.

Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot other similar events (“Force Majeure Event”) beyond the reasonable control of the party impacted by the Force Majeure Event (the “Impacted Party”).

In the case of a Force Majeure Event, the Impacted Party will give the other party within 5 days’ notice of the Force Majeure Event to the other party stating the period of time the occurrence is expected to continue. The Impacted Party will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party will resume the performance of its obligations as soon as reasonably possible after the removal of the cause. In the event the Impacted Party’s failure or delay remains uncured for a period of 15 consecutive days following written notice, either party may terminate this Agreement upon written notice to the other. In such case the Retainer Fee and any other payments made to Photographer up to the date of notice of the Force Majeure Event are non-refundable. In the event this Agreement is terminated as a result of impossibility of the Impacted Party to cure its performance obligations, such payments will be credited to Clients’ account and must be used with 3 months from the date of notice of the Force Majeure Event.

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.

Voluntary Agreement
Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by the Designer or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it. Finally, Client has been provided an opportunity to seek legal advice from an attorney of their choosing prior to signing this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Amendments

The Parties may only amend this Agreement by mutual written agreement.

Survival

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement shall survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

Counterparts and Electronic Signing

This Agreement may be signed electronically and/or in counterparts that, when taken together constitutes a fully signed and legally binding Agreement.

SCHEDULE “A”

Model Consent and Release
(“Release”)

I, the undersigned, acknowledge and agree with DH Photography of 13 Pixley Private, Ottawa, ON K1G 4C3 and its authorized representatives, employees, contractors and assigns (“Photographer”) as follows:

Application. I understand that this Release applies to any and all photographs, video or other media (“Media”) of me or my property made by Photographer and to any reproductions of the Media.

Model Release. I release my image and likeness for use in the Media and understand these images and/or video footage may be used for any purpose of or relating to Photographer’s business.

Grant of Right I grant Company an irrevocable, perpetual and unrestricted right to take, re-use, re-touch, publish and republish the Media in which I may be included, in whole or in part, in perpetuity and that Company is not obligated to notify me of the publications or other use of the Media.

Future Use. I consent and authorize the use of the Media by Photographer for any reasonable and related purpose of Photographer’s business, including in online or printed publications, advertising, marketing and promotional materials, use on any and all social media platforms and any other commercially reasonable purpose.

Ownership. I acknowledge and agree that all ownership, rights and copyright to Media and any copies or reproductions of Media are the sole property of Photographer. Photographer may protect the copyright, dispose of or authorize the use of any or all such rights in the Media in any manner, whatsoever, including the sale or assignment of the Media to third-parties. I confirm and agree that the publishing of the Media confers no rights, ownership or royalties owed whatsoever to myself, and that participation as subject of the Media is completely voluntary.

No Compensation. I will not receive any financial compensation of any type associated with the taking or publishing of the Media including the payment of any royalties.

Indemnification. Model indemnifies and releases Photographer from any and all claims, liability, and damages, related to the use of the Media, either directly or indirectly, including, without limitation, any liability arising from any alteration to the Media, whether intentional or otherwise, that may occur during the making or subsequent use of the Media.

Governing Law and Jurisdiction

Entire Agreement
This Release constitutes the entire agreement between the parties and supersedes any prior negotiation, understanding or agreement between the parties, whether oral or written, on the matters contained in this Release.

I confirm I am at least 18 years old or more and have read, understand and voluntarily accept these terms and conditions.