Andy Ryan Photographer: MLS Real Estate Photography Services

Real Estate Photography Services Terms And Conditions

Effective Date: November 5th, 2024

ACCEPTANCE OF THE TERMS AND CONDITIONS
The website andyryanphotographer.com and mobile versions of the same (the “Website”) are operated by Andy Ryan Photographer LLC, its parents, subsidiaries, affiliates, and third-party vendors, contractors or agents (collectively “Company” or “we” or “our” or “us”). The products and services offered through the Website, including but not limited to photography, videography, virtual staging and drone photography services, shall be collectively referred to herein as the “Services.”  By purchasing the Services, in addition to and without limitation of any other electronic signatures you may provide, you (“you” or “User”) agree to become a party to and legally bound by these Terms and Conditions, our Privacy Policy, and any invoices and supplemental notices or communications that we may send you, all of which are incorporated by reference (collectively referred to herein as the “Agreement”). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST IMMEDIATELY NOT PURCHASE THE SERVICES. This Agreement constitutes a binding agreement between you and Company. You must, if signing on behalf of another person or entity, be authorized by that person/entity to bind it/him/her to this Agreement, and you hereby agree that you are binding both that person/entity and yourself to this Agreement, and that both that person/entity and you shall be jointly and severally liable to Company for any breach of this Agreement. In the event of conflict between the Agreement and a separate agreement executed by and between you and Company, the terms of that separate agreement shall apply.

PURCHASE OF THE SERVICES
In order to purchase some or all of the Services, we may require that you create an account (the “Account”) by registering directly with us. You agree to provide accurate and complete information when creating your Account, to update your information if and when changes occur, and that all communications, content, and information provided by you through the Account shall be accurate and complete. You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights or another person or entity or is offensive, vulgar or obscene. If you suspect your password has been compromised, you must notify us immediately at info@andyryanphotographer.com.  If you create an Account, you shall have sole responsibility for the Account and anyone using your login information to access your Account. You agree to keep your username and password confidential and are responsible for preventing unauthorized use. Your Account may not be sold or transferred to another person. We reserve the right to hold you liable for any and all damages we may suffer, either directly or as a result of action against us by a third party in connection with your Account. We may terminate your Account at any time at Company’s sole discretion. We also reserve the right to terminate our offering of the Services for any reason (or no reason).

On the Website, to purchase the Services, you must fill out the Order form and provide Company with the information necessary to confirm your purchase.  Your purchase of Services is not complete until Company has confirmed the Shoot (as defined below) date and time.    You must choose the Services from the menu provided and must carefully review the terms of your purchase herein.   The Services provided are solely for real estate professionals, management companies and homeowners.

DRONE PHOTOGRAPHY
Company is FAA Part 107 Certified & Licensed.   Company shall use reasonable efforts to confirm that the FAA has not issued any Temporary Flight Restrictions (“TFRs”) on the Shoot Date.  Company cannot guarantee that Company will have knowledge of all published TFRs or that a TFR will not be published prior to the Shoot Date. In the event of inclement weather, conditions that Company deems unsafe to utilize a drone or a TFR preventing Company from operating the drone, Company shall notify User and given the User the option to reschedule the Shoot with the applicable reschedule fee.   Company shall have no liability for any delays due to conditions that would render use of the drone unsafe or untenable or in violation of a TFR.  

PROMOTIONS AND SPECIALS
Company may allow third parties to offer specials, services, products, promotions, and other items to customers by posting and/or displaying advertisements in the photographers or videos taken by Company. The third party posting the advertisement is solely responsible for all goods and services it provides and for any and all injuries, damages, claims, liabilities and costs it may cause the end user to suffer, directly or indirectly, in full or in part. The advertisements are not created by or affiliated with Company and Company does not endorse any product or service advertised. Company makes no representations or warranties regarding the accuracy, legality or genuineness of any advertisement. You hereby irrevocably waive all rights related to, and release Company and its subsidiaries, affiliates, partners, owners, officers, managers, employees and agents from any liabilities arising from or related to any act or omission in connection with your use of any advertised product or service.

CONDITION & SAFETY
The User agrees that the Shoot Location (defined below) will be shoot ready, habitable and ready for Company’s arrival and performance of the Services. Company reserves the right to refuse service for any reason in its sole discretion, including, but not limited to, unsafe, unsanitary, uninhabitable or untenable work conditions (collectively “Untenable Conditions”). Untenable Conditions include, but are not limited to, excess dust, rodents, infestations, paint, toxic waste, or sickness (whether known or reasonable should have been known) on the Shoot Location. Untenable Conditions also include when a Shoot Location is not shoot ready for any reason and harassment of Company by User or any of your agents or affiliates at any time during the Services. If Company is unable to provide the Services due to Untenable Conditions, as deemed in Company’s sole discretion, Company will not refund any money User has previously paid in advance of performance of the Services and the User will be responsible for the full cost of the shoot contemplated under this Agreement (the “Shoot”) and any applicable fees and expenses.

User warrants and represents that all Shoot Locations have been properly sanitized and disinfected. In the event Company becomes ill as a result of the conditions at the Shoot Location, User shall be responsible for all of Company’s costs, expenses and damages as a result of such illness. User has read and agrees to the Company COVID-19 Safety Protocol Requirements at https://www.andyryanphotographer.com/covid-19, which is hereby incorporated by reference and acknowledges that this protocol is updated frequently based on the guidelines and requirements set forth by the CDC, New York State, Connecticut, as well as additional requirements and guidelines set forth by Company, and may be updated at any time without notice.

CREATION
The manner and method of creating any photography, floor plans, 3D photo tours and floor plans, and videos (“Media”) is solely at the discretion of Company and the User has no right to control Company’s manner and method of performance under this Agreement. Company will use best efforts to: (a) ensure that the Media conforms to User’s specifications; and (b) submit all final edited versions of the Media (the “Final Media”) to User in publishable quality, on or before the applicable deadlines, provided User has paid all fees owing and met all other requirements.

If desired by User, User may provide a shot list (the “Shot List”) prior to the Shoot for Company and User to review. Company will work with the User to review the Shot List and make any necessary recommendations, and advise on any limitations. Company will use reasonable best efforts in capturing the images the User has outlined in the Shot List, provided that there is enough time in the Shoot between Company’s pre-shoot setup, and post shoot breakdown. For the purpose of efficiency, pre-staging of the Shoot Location by the User is required.

Company does not provide staging or styling services. Third-party service providers, including but not limited to stagers, stylists and production assistants (“Third-Party Service Providers”) may be engaged by Company on User’s behalf to provide such services if requested. Upon User's request, Company will retain Third-Party Services Providers as available and advise what the additional fees will be. However, User acknowledges and agrees that Company shall not be responsible for (i) the quality of the work performed by Third-Party Service Providers, (ii) any loss or damage that is caused by, results from or arises out of the actions or inactions (whether or not negligent, reckless, grossly negligent or intentional) of any Third-Party Service Provider, (iii) the failure of any Third Party Service Provider to meet any standard of quality or to have any license, permit or insurance coverage that might be required or prudent for such Third-Party Service Provider to meet or have, or (iv) the failure of any Third-Party Service Provider to complete its work on a timely basis or at all.

PAYMENT OF FEES
User shall pay Company the fees in US dollars as set forth in the User order form at https://www.andyryanphotographer.com/professional-real-estate-photography-order ( the "Order Form"). A non-refundable retainer of 50% of the cost for the Services as set forth in the Order Form (Collectively herein “Retainer”) is required to initiate Services and reserve the date(s) and time(s) of the Shoot(s) that shall be mutually agreed upon by the Parties. User shall pay the balance of the total cost and any additional applicable fee(s) and expenses incurred (the “Final Payment”). User will be billed for the Final Payment before the Final Media is delivered to User. User will be sent an invoice for the Final Payment, or if User has a credit card on file with us, User hereby authorizes us to charge such credit card the full amount of the Final Payment. Upon receipt of the Final Payment in full, the Final Media will be delivered to User in the format compliant with the Multiple Listing Services standards for media at the time the Services were rendered..

Company does not provide refunds for the Services. Payments may be made by credit card, check, bank transfer, or Chase QuickPay. Payments made by credit card require an additional 4% credit card processing fee.

If User has not paid its invoice within 30 days of receipt of such invoice, User agrees that it will be charged a late fee of 4% of the total amount due compounded on a weekly basis until payment is received.

 


Failure to pay may result in temporary or permanent suspension of the Services. If User has not paid its invoice within 30 days of receipt of such invoice, Company reserves the right to limit User’s access to any of the Services and revoke the licensing of all Media.

In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices, or to prevent User from accessing the Services due to late payment, in addition to interest on the unpaid balance, User agrees to reimburse Company for all such expenses.

CHANGES & ADDITIONS
This Agreement is limited to the Services outlined in the Order Form. The User and Company agree that cooperation and punctuality are essential to accomplish the goals and wishes of all parties. The Shoot commences at the scheduled start time agreed upon by User and Company. If the Shoot exceeds the allocated time, the User will be billed at the additional hourly rate as follows: (a) $200 per hour for up to three (3) hours; (b)  $300 per hour for hours four through eight and (c) $400 per hour any time after eight (8) hours. If the location of the Shoot as set forth in by the User submitted in the Order Form (the “Shoot Location”) is not ready for the start time of the Shoot, the Photographer will do their best to capture the space in the remaining time of the Shoot after the location becomes available. In this event, Photographer will not be liable for any inability to complete the Shoot. If the User would like us to return and to complete the Shoot, User will be billed for our additional work at the rates listed above in addition to any and all applicable additional fees and expenses. If User requests new work, new strategy, changes or revisions that are outside the original scope of the Services, Company will provide an estimate.  Company is not obligated to perform any work outside of the scope of Services as detailed in the submitted Order Form unless User has agreed to the updated estimate.

ADDITIONAL VIDEOGRAPHY TERMS AND FEES
The rate specified on the Website for videography Services includes video editing and royalty free music. Custom editing and additional re-edits will be billed to User at an hourly rate of $150.00. Royalty free music will be selected by Company for the Final Media. If User desires different music, Company will supply a link to royalty free music for User to select. User will be billed the cost for the additional download of royalty free music, plus an hourly rate of $150.00/hour for all time related to communication (calls/emails, etc.), music searching, and editing. Company will not accept music from non-royalty free music sites.

ADDITIONAL 3D TOUR TERMS AND FEES
The rate specified on the Website for 3D tour Services includes two (2) months of hosting fees. Thereafter, User must pay Company a hosting fee of $100.00 USD each month due no later than 7 days prior to the start of each month. In addition, User must pay Company a processing fee of $49.00 USD for the 3D tour Services, in addition to the fee set forth on the Website. Company reserves the right to remove and/or permanently delete any 3d tour from the hosting site should User fail to make payment on time.

STORAGE
For all photography or videography Services, the Company shall include storage of all media files (excluding files for 3-D tours) for up to one (1) year after completion of the Services. Files for 3-D tours shall be stored for up to two (2) months. These terms shall collectively be referred to as the “Storage Term.” Upon expiration of the Storage Term, all tours will automatically enter an archive for an additional period of three (3) months, accessible only to Users who then purchase an active storage subscription. Users who wish to retain access to tours beyond the Storage Term must contact the Company at info@andyryanphotographer.com at least ten (10) business days prior to the end of the Storage Term to purchase a storage subscription. The storage subscription will be billed annually at $250 per year, subject to change at the Company’s sole discretion, and will automatically renew one (1) month prior to the end of each subsequent Storage Term unless canceled by the User. During the archive period, Users will be required to purchase an active subscription in order to retrieve archived tours. If a tour is not retrieved by the end of the three-month archive period, all files associated with the tour, including media files and any information provided in the tour, will be permanently deleted. The Company reserves the right to increase storage subscription fees at any time without prior notice to the User, with any fee increase taking effect upon the renewal of the subscription for the following Storage Term. Company shall have no liability for any deletions performed after the Storage Term or archive period, including the permanent deletion of media files and information contained within expired tours.  Client must contact info@andyryanphotographer.com to cancel the storage subscription. 

INTELLECTUAL PROPERTY


Company retains all right, title and interest in and to the Services (including past, present and future versions) and all technology employed to manage and deliver the Services, including Company’s proprietary online platform and all software, databases, algorithms, interactive floor plans, Media (which includes photographs and virtual staging of real property, and any other images or depictions created by Company as part of the Services), videography, 3D walkthroughs, and any other intellectual property, data or information related thereto, including enhancements, upgrades, and modifications, and all inventions, discoveries, or improvements, including patents, patent applications, and certificates of invention; trade secrets, know-how, or similar rights; the protection of works of authorship or expression, including copyright; trademarks, service marks, logos, trade dress and content that is included in, on or that is otherwise a part of the Services (collectively the “Company IP”). You acknowledge and agree that you neither own nor acquire any rights in and to the Company IP not expressly granted by this Agreement and that your use of the Services and Media is pursuant to this scope of licensed use. Any invention created by exploitation of the Company IP shall automatically transfer to Company and you shall execute any and all legal documents necessary to perfect such transfer.

The Media, Final Media and any other deliverables (collectively the “Deliverables”) prepared by Company under this Agreement shall not be deemed a work for hire as defined under Copyright Law. All Deliverables and rights relating to them, including copyright and ownership rights in the media in which the Deliverables are stored, remain the sole and exclusive property of Company and are non-transferrable. At no time does this Agreement provide User with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. For the sake of clarity, User hereby assigns any and all right, title or interest to the Deliverables to Company and User agrees that User shall never claim ownership of the Deliverables. User further agrees that User shall assist Company as necessary in the enforcement or registration of such rights in the Deliverables. Company shall have the sole power to enforce its copyrights and any other intellectual property, including without limitation all registration, renewal, and reversion rights, and the right to register and sue to enforce such rights against infringers.

Company shall have the right to maintain, improve, or otherwise modify the Services at its sole discretion and Company is not responsible for any content posted, uploaded, submitted, or otherwise supplied by you or any other user (the “User Content”). Your use of the Services and Company IP is subject to any and all conditions imposed by Company and the foregoing license may be terminated at any time at Company’s sole discretion.

As part of the Services, Company or its subcontractors, employees, affiliates, partners, or suppliers may create certain professional photographic content of certain real property (each, a “Property”). Company owns and retains all right, title and interest in and to works created or produced hereunder by Company, its subcontractors, employees, affiliates, partners, and suppliers, including all Media and Final Media. Unless otherwise specifically agreed to in writing by the parties, Company hereby grants to User a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to use, reproduce, distribute and display the Final Media in North America only, for the sole purpose of advertising the selling or renting the property at the address entered by User (Collectively herein “Listing”) in the Order Form, and in the mediums as set forth for the following approved platforms: MLS uploads, syndicated property listing websites (Zillow, Realtor.com, Trulia, Redfin), Listing brochures, promoting the Listing on User’s Facebook and Instagram with photographer credit displayed as “Photo Credit @andyryanphotographer”, and in print and digital advertising of the Listing. Digital and print media publications, blogs, television and moving picture media companies (collectively referred to herein as "Media Publications") are required to secure a paid licensing agreement from Company prior to the transfer of Final Media by Company, and prior to any use by a Media Publication. Media Publications must provide the required photographer credit as follows: “Photo Credit © Andy Ryan Photographer LLC / Andyryanphotographer.com”, with an active and clickable link to https://www.andyryanphotographer.com for digital Media Publications at the time of publishing. User may not transfer Final Media to Media Publications. Failure to adhere to these requirements will result in legal action by Company to enforce its rights under this licensing agreement. User should contact us for how to credit us on other social media platforms, User agrees, for any and all use of all Media and Final Media, to conspicuously indicate Company as the source of the Media and Final Media. Failure to properly credit or tag Photographer will constitute copyright infringement. The Final Media provided by Company to User under this Agreement may only be used until the property under the Listing  is sold or rented, as applicable and up to 60 days after (Collectively herein “Life of the Listing”), and only for the property address of the Listing to which the works relate. The User must remove all Final Media at the end of the Life of the Listing from wherever the User placed the Final Media, except for social media posts made prior to the expiration of the Life of the Listing. Should the Listing again be on the market after it sells or is rented, User must obtain a new license to use the Final Media. User may copy the Final Media in connection with the use of User’s license hereunder, but any such copies must continue to display Company’s mark, logo and name, and may not be altered, changed, modified or amended from the work originally provided by Company to User. Use of the Final Media to advertise a syndicated property listing website, agent, agency, or brokerage or any goods, services, or business of a User is expressly prohibited. No other rights or uses are permitted without the prior written consent of Company and payment any applicable licensing fees. User is under no circumstance permitted to sell or collect payment of any kind for the use or display of  the Final Media. User is not permitted to assign the rights granted to User by Company to any third parties without the prior express written consent of Company, and additional licensing fees.

Should User desire to use the Final Media for purposes outside of the above license, including the purchase of a third party license, User must contact Company to obtain an additional license and pay all applicable fees. Any use of the Photographs beyond the terms of this Limited License, without permission of the Company, by any person or entity shall constitute copyright infringement.  

 



YOUR REPRESENTATIONS AND WARRANTIES


You represent and warrant that you have the authority to authorize performance of the Services by Company and you will pay all invoices issued by Company in connection with the Services as set forth herein. You further represent and warrant that: (1) you will provide the information needed by us to perform our duties, in the format requested by us as described herein or as requested from time to time;  (2)  You warrant that all elements of text, images, or other artwork provided to Company are either owned by you or that you have permission to use them. Additionally, Client warrants that use of any text, images, or artwork provided by you to Company  or to be photographed by Company does not infringe on the rights of any third party, including trademark rights; (3) You will review Company work on the Services in a timely manner, as requested by Company, if applicable and (4) You will obtain any necessary releases, licenses or permits for the Services.

Deliverables may contain copyright management information (CMI) at the discretion of Company in the form of either 1) a copyright notice © Andy Ryan Photographer LLC and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and User will be responsible to Company for any penalties and awards available under the statute. User is responsible for ensuring that the Final Media are removed from all sites or other usage at the expiration of the license.

RELEASES


The User agrees that User shall obtain releases and licenses for any Property or individuals to be captured in the Media prior to the Shoot date. Such releases shall grant Company the fully paid, irrevocable and unrestricted right to use, license, sublicense and publish the Media, which include such property or individual, in all mediums for any purpose in perpetuity. User shall be responsible for any fees, damages due to failure to obtain such license or release. In the event that User is unable to use the Final Media due to a failure to obtain the necessary licenses or releases, Company shall not be liable to User for any damages, costs or fees.

 



INDEMNIFICATION


User shall indemnify and hold harmless Company, its successors, assigns, and their respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with User, unless such claim arises from Company’s acts or omissions or arises from or is related to breach of any obligations and/or warranty made by Company hereunder. Company will (a) promptly notify User of such claim; (b) provide User with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and (c) give User full control and sole authority over the defense and settlement of such claim, subject to Company’s approval of any such settlement, which approval will not be unreasonably withheld or delayed. This paragraph shall expressly include any claims related to licenses or releases, but not be limited to such claims.

 



CONFIDENTIALITY


User agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of Company, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, the terms of this Agreement, any technical or business information, specifications, process, experimental work, program, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of Company. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format.

PERMITTED USES

As an express condition of using any of the Services, you represent and agree that you:
• have read and understand the Agreement;
• are 18 years of age or older;
• are legally capable of entering into binding contracts;
• are not prohibited by law from using our Services and have not previously been banned, terminated or otherwise denied access to our Services by us;
• are not acting on behalf of a person whose access to our Services has been previously terminated or otherwise denied by us; and
• will comply with the Agreement.

IMPERMISSIBLE CONDUCT


Company is granting you a limited license to access and to use the Services. The Website and all software and other technology used by Company in providing the Services are private property owned by Company. We may limit or deny your access and use of the Services, and may seek other remedies, at any time in our sole discretion, including without limitation if you engage in any illegal or improper conduct as judged by us in our sole discretion.

The following actions (including all attempted actions) are prohibited and constitute a violation of this Agreement:
• Submitting false or inaccurate information to the Company to purchase the Services;
• Committing illegal acts, including, without limitation, fraud with your account;
• Falsely disparaging or speaking badly about Company, the Services, or any of the businesses, entities or individuals related to the Services to the extent allowable by law;
• Using the Services to interfere with their functionality or solicit customers or businesses in any way that might harm or interfere with the business interests of Company;
• Breaching security protocols and measures related to the Services or using the Services to copy, store, host, transmit, send, use, publish or distribute any material that consists of or is linked to any spyware, computer virus, or other malicious computer software or to collect any personally identifiable information of the users of the Services, like names and email addresses, without such user’s written consent; and
• Attempting to use, copy, duplicate, aggregate, reverse engineer, steal or otherwise appropriate in an unauthorized way Company’s or its licensors’ intellectual property and/or their logos, taglines, trademarks, service marks, copyrights and patents or the intellectual property, information or data of any third party.

DIGITAL MILLENNIUM COPYRIGHT


Company complies with the requirements of the Digital Millennium Copyright Act (“DMCA”). Company may terminate your Account and this Agreement with you or any other user of the Services who infringes on the copyrights of another. If you have any concerns or believe that any content on the Website or through the Services in any way constitutes copyright infringement, please contact the agent designated below, who has been designated to respond to reports alleging copyright infringement. Provide the DMCA Agent with the following information in writing (either via paper mail or electronic mail):
• A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf;
• A description of the copyrighted work claimed to have been infringed;
• A description of the material that is claimed to be infringing or to be the subject of infringing activity, and its location;
• Your address, telephone number, and, if available, an email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in your notice is accurate, and under penalty of perjury, and that you are authorized to act on behalf of the owner of the allegedly infringed copyright.
• Contact Information of Company’s DMCA Agent: info@andyryanphotographer.com.

TERMINATION


Company may at any time terminate this Agreement with you upon notice to you for any or no reason. The reasons may include but are not limited to your breach of this Agreement or Company being required by law to terminate this Agreement. We may also immediately terminate or suspend any user accounts or passwords in the event of any conduct that we deem, in our sole discretion, to be illegal, improper, unacceptable or in any way a breach of this Agreement. In the event of termination or suspension, you agree immediately to cease access to the Website and any of our Services.

If you want to terminate this Agreement with Company, you may do so by: (A) notifying us at: info@andyryanphotographer.com.

Upon termination, Company will invoice you in accordance with the Cancellation and Rescheduling Section below. Any terms herein that by their nature should survive termination, shall be deemed to survive, including but not limited to the following provisions: Representations and Warranties, The Disclaimer of Warranty, Limitation of Liability, Confidentiality  Indemnification, Release, Choice of Law and Venue, and Miscellaneous.

 



MODIFICATION OF THIS AGREEMENT


We reserve the right at all times in our sole discretion to discontinue or modify any part of this Agreement, and to improve, modify, discontinue or remove any functionality, information or content appearing on the Services, as we deem necessary or desirable. If we make changes that materially affect your use of the Services we will notify you by sending you an email to the email address that is registered with your Account and/or by posting notice of the change on the Website. Any changes to this Agreement will be effective upon the earlier of our sending an email notice to you or our posting of notice of the changes to our Services. These changes will be effective immediately for new users of our Services. Your use of the Services after we update these Terms and Conditions will constitute acceptance of the modified Terms and Conditions. We suggest that you revisit the Terms and Conditions on occasion to ensure that you stay informed of any notifications of changes to the Services.

USE OF SUBCONTRACTORS


Company uses third party independent contractors to provide portions of our Services. You expressly acknowledge and agree that some or all of the Services may be provided through a third party independent contractor.

 



DISCLAIMER OF WARRANTY


COMPANY EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES ABOUT THE WEBSITE OR THE SERVICES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND ABOUT THE WEBSITE, SERVICES, OR ANY THIRD-PARTY PRODUCTS OR SERVICES MADE AVAILABLE TO YOU BY US, UNLESS SPECIFIED IN WRITING.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 SERVICES.COMPANY HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES:

ARE MERCHANTABLE;

ARE FIT FOR A PARTICULAR PURPOSE OR NEED;

ARE NON-INFRINGING;

CONTAIN ACCURATE, GENUINE, COMPLETE, UP TO DATE, OR RELIABLE INFORMATION, INCLUDING WITHOUT LIMITATION, ADVERTISEMENTS, FLOOR PLANS, GEOGRAPHICAL LOCATIONS, MEASUREMENTS, ROOM DIMENSIONS AND OTHER DATA PROVIDED THROUGH THE SERVICES;

 

PROVIDE TIMELY, SECURE AND UNINTERRUPTED RESULTS AND SERVICES;

PROVIDE QUALITY, ERROR FREE OR ANYTHING OTHER THAN “AS IS” RESULTS AND SERVICES; OR

WILL HAVE COMMUNICATIONS SENT TO YOU THAT ARE FREE FROM VIRUSES OR OTHER HARMFUL ELEMENTS.



OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY, COMPANY MAKES NO WARRANTIES AS TO PRIVACY OR SECURITY.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY A COMPANY AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY.

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OF ITS OWNERS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY, OR FOR ANY LOSS OF REVENUE, PROFITS, DATA, PROPERTY, BUSINESS, OR OTHER FINANCIAL LOSSES ARISING OUT OF OR RELATED TO THE SERVICES OR THE INFORMATION CONTAINED THEREIN OR THIS AGREEMENT. THESE EXCLUSIONS APPLY TO, BUT ARE NOT LIMITED TO, ANY CLAIMS, EVEN IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF POTENTIAL DAMAGES TO YOU.

 



UNDER NO CIRCUMSTANCES MAY COMPANY’S LIABILITY EXCEED THE AMOUNT COMPANY HAS ACTUALLY BEEN PAID BY YOU FOR THE SERVICES IN THE LAST THIRTY (30) DAYS PRIOR TO THE CLAIM AT ISSUE. IF YOU HAVE NOT PAID FOR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY AGAINST COMPANY FOR ANY DISPUTE YOU HAVE WITH US SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICES (INCLUDING THE WEBSITE AND PRODUCTS RELATED THERETO).


FORCE MAJEURE

Company shall not be deemed in breach of this Agreement if Company is unable to complete the Services or any portion thereof by reason of fire, earthquake, adverse weather conditions of any kind, labor dispute, act of God or public enemy, pandemic, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event beyond Company’s control (collectively “Force Majeure Event”). Upon occurrence of a Force Majeure Event, Company shall give User notice of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.



CANCELLATIONS & RESCHEDULING


In the event of termination of this Agreement or cancellation or rescheduling of a Shoot by the User, at any time after this Agreement is entered into, without cause, the Retainer will not be refunded. In addition, User shall pay all expenses incurred by Company up to the time of cancellation including but not limited to materials charges and travel fees, in excess of the Retainer with the exception of the following: 1) If a Shoot is canceled or postponed within 72 hours of the Shoot Date, User shall pay 90% of the sum of the Retainer and Final Payment or 2) If a Shoot is postponed due to weather or any other reason outside of the User’s control, User will be responsible for all expenses incurred for each day when shooting is postponed due to weather or any other reason outside of the User’s control, plus 50% of the cost  of the order placed by User.

The Retainer is non-refundable and shall be characterized as liquidated damages to Company. The Parties agrees that this amount represents a fair calculation of Company’s damages.

Rescheduling will be done on the next availability for both the User, Company and any third party contractors, collectively.

INDEMNIFICATION AND RELEASE

You agree to defend, indemnify and hold harmless Company and its owners, managers, officers, employees, successors, assigns, representatives, attorneys, agents, partners, licensors, third-party vendors from and against all claims, damages, losses and expenses, including attorneys’ fees, arising out of or related to your use of the Services, your User Content, any property damage or claim of trespass as a result of Company providing the Services, any fines or fees for your failure to obtain a permit, license or release, your violation of any of this Agreement, your violation of any third-party right or your willful misconduct or negligence. This indemnification obligation shall survive the termination of this Agreement and your use of the Services.

To the extent permitted under applicable laws, you hereby release Company from any and all claims or liability related to any content, service, product, or media referenced on or through the Services. This paragraph includes the indemnification obligations of User related to releases as noted above.

CHOICE OF LAW AND VENUE


The Agreement shall be governed and construed in accordance to the laws of the State of New York without regard to conflict of law provisions. The Parties to this Agreement hereby consent to the exclusive jurisdiction and venue of the courts of the Southern District of New York for any claim, controversy, or action arising out of or related to this Agreement or the breach thereof.

ATTORNEYS’ FEES


If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action.

EQUITABLE RELIEF


In the event of certain breaches of this Agreement, Company may suffer irreparable injury, such that no remedy at law will afford Company adequate protection against, or appropriate compensation for, such injury. Accordingly, you agree that Company  shall be entitled to any injunctive relief, without having to post a bond, as may be granted by a court of competent jurisdiction.

NO EXCLUSIVITY


This Agreement does not create an exclusive relationship between you and Company. You are free to engage others to perform services of the same or similar nature to those provided by Company, and Company shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Company.

RELATIONSHIP OF THE PARTIES


The parties agree that Company is an independent contractor, and that neither Company, nor Company’s employees or contract personnel are, or shall be deemed to be, employees of User. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

MISCELLANEOUS


This Agreement embodies the entire agreement between you and Company relating to your use of the Services. We may occasionally change the terms of this Agreement, and any such modifications will become effective once they are posted to the Website. It is your sole responsibility to check the Website from time to time to view any such changes. Your use of the Website and/or Services after any modifications will indicate that you accept and agree to the modified Agreement. No amendment or modification of this Agreement (except as set forth in this paragraph) shall be valid or binding unless expressly approved by Company in writing and signed by an authorized officer of Company. You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. The section headings used herein are for convenience only and shall be of no legal force or effect.
Failure of any party to this Agreement to require performance by another of any provision expressed herein shall in no way affect that party’s right to thereafter enforce such provision; nor shall the waiver by any party of any breach of any provision expressed herein be taken or held to be a waiver of any succeeding or other breach of such provision or as a waiver of the provision itself or of any other provision. If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted and the remainder of the Agreement shall remain in full force and effect. Correspondence should be directed to: info@andyryanphotographer.com and all notices from Company to you, may be made to any mailing or email address provided by you on the Order Form or otherwise.