Andy Ryan Photographer: Real Estate Photography & Floor Plan Services

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Licensing Agreement

Real Estate Photography Services Terms And Conditions
Last Revised: May 14th, 2020

ACCEPTANCE OF THE TERMS AND CONDITIONS
The website http://tours.andyryanphotographer.com and mobile versions of the same (the “Website”) are operated by Andrew Michael Ryan, D.B.A. Andy Ryan Photographer, its parents, subsidiaries, affiliates, and third-party vendors, contractors or agents (collectively “Andy Ryan Photographer or “we” or “our” or “us”). The products and services offered by Andy Ryan Photographer, including without limitation, services offered through the Website and/or any software, code or applications related to the Website and the Photography Services as defined in the Standard Licensing Terms, shall be collectively referred to herein as the “Services.” By using the Services, in addition to and without limitation of any other electronic signatures you may provide, you agree to become a party to and legally bound by these Terms and Conditions, our Privacy Policy, our MSA and/or Standard Licensing Terms if applicable, and any invoices and supplemental notices or communications that we may send you (collectively referred to herein as the “Agreement”). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST IMMEDIATELY STOP USING THE SERVICES. This Agreement constitutes a binding agreement between you and Andy Ryan Photographer. 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 yourself shall be jointly and severally liable to Andy Ryan Photographer for any breach of this Agreement. In the event of conflict between the Agreement and a Master Services Agreement executed by and between you and Andy Ryan Photographer (a “MSA”), the terms of the MSA shall control.

YOUR ANDY RYAN PHOTOGRAPHER ACCOUNT
In order to access 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. If you create an Account, you shall have sole responsibility for the Account and anyone using your login information to access your Account. You are responsible for preventing unauthorized use. Your Account may not be sold or transferred to another person. If anything fraudulent or otherwise illegal is done with your Account, 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. We may terminate your Account at any time in the event of your breach of the Agreement, to be determined at Andy Ryan Photographer’s sole discretion. We also reserve the right to terminate our offering of the Services for any reason (or no reason).

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 a resident of the United States of America (USA) and are accessing the Services from the USA or, if you are not a resident of the USA and/or are accessing the Services from outside of the USA, you agree to waive any rights you may have under laws outside of the USA, including data privacy rights;
• 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
Andy Ryan Photographer is granting you a limited license to access and to use the Services. The Website and all software and other technology used by Andy Ryan Photographer in providing the Services are private property owned by Andy Ryan Photographer. 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;
• Committing illegal acts, including, without limitation, fraud with your account;
• Falsely disparaging or speaking badly about Andy Ryan Photographer, the Services, or any of the businesses, entities or individuals related to the Services;
• Using the Services to harass or threaten another user using the Services;
• 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 Andy Ryan Photographer;
• 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 Andy Ryan Photographer’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.

PROMOTIONS AND SPECIALS
Andy Ryan Photographer may allow business owners to offer specials, services, products, promotions, and other items to customers by posting and/or displaying advertisements on our Services. The entity posting an advertisement is solely responsible for all goods and services it provides to the user and for any and all injuries, damages, claims, liabilities and costs it may cause the user to suffer, directly or indirectly, in full or in part. The advertisements are not created by or affiliated with Andy Ryan Photographer and Andy Ryan Photographer does not endorse any product or service advertised. Andy Ryan Photographer makes no representations or warranties regarding the accuracy, legality or genuineness of any advertisement. You hereby irrevocably waive all rights related to, and release Andy Ryan Photographer 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 will be shoot ready, habitable and ready for Andy Ryan Photographer’s arrival and performance of the Services. Andy Ryan Photographer 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 Andy Ryan Photographer by User at any time during the Services. If Andy Ryan Photographer is unable to provide the Services due to Untenable Conditions, as deemed in Andy Ryan Photographer’s sole discretion, Andy Ryan Photographer 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 and any applicable fees and expenses.
User warrants and represents that all Shoot Locations have been properly sanitized and disinfected. In the event Andy Ryan Photographer becomes ill as a result of the conditions at the Shoot Location, User shall be responsible for all of Andy Ryan Photographer’s costs, expenses and damages as a result of such illness.
User warrants and represents that all Shoot Locations have been properly sanitized and disinfected. In the event Andy Ryan Photographer becomes ill as a result of the conditions at the Shoot Location, User shall be responsible for all of Andy Ryan Photographer’s costs, expenses and damages as a result of such illness.

CREATION
The manner and method of creating any Photos is solely at the discretion of Andy Ryan Photographer and the User has no right to control Andy Ryan Photographer’s manner and method of performance under this Agreement. Andy Ryan Photographer will use his/her best efforts to: (a) ensure that the Photos conform to User’s specifications; and (b) submit all final edited versions of the Photos (the “Final Photos”) 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, Andy Ryan Photographer requires the User to provide a shot list (the “Shot List”) prior to the Shoot for Andy Ryan Photographer and User to review. Andy Ryan Photographer will work with the User to review the Shot List and make any necessary recommendations, and advise on any limitations. Andy Ryan Photographer will use reasonable best efforts in capturing the images the User has outlined in the Shot List, (the “Photos”), provided that there is enough time in the Shoot between Andy Ryan Photographer’s pre-shoot setup, and post shoot breakdown. For the purpose of efficiency, pre-staging of the Shoot Location by the User is required.
Andy Ryan Photographer 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 Andy Ryan Photographer on User’s behalf to provide such services if requested. Upon User's request, Andy Ryan Photographer will retain Third-Party Services Providers as available in accordance and advise with the additional fees. However, User acknowledges and agrees that Andy Ryan Photographer 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 Andy Ryan Photographer the fees in US dollars as set forth in the User Order Form at https://tours.andyryanphotographer.com/public/api/orderForm/standard/7492 (Collectively herein "Order Form"). A non-refundable retainer of 50% of the Order 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). User shall pay the balance of the Total Order and any additional applicable fee(s) and expenses incurred (the “Final Payment”). User will be billed for the Final Payment before the Photographic Content is delivered to User, sent in an Invoice or on a Credit Card that the User submits to keep on file at the time of placing an order, and in which the User agrees to allow Andy Ryan Photographer to process the final payment on the User's Credit Card on file. Upon receipt of the Final Payment in full, the Final Photos will be delivered to User in the format outlined in the delivery section herein.
Andy Ryan Photographer 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 .25% of the total amount due 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, Andy Ryan Photographer reserves the right to limit User’s access to any of the Services.
In the event that Andy Ryan Photographer 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 Andy Ryan Photographer for all such expenses.

CHANGES & ADDITIONS
This Agreement is limited to the Services outlined in the Order Form. The User and the Photographer 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 Andy Ryan Photographer. If the Shoot exceeds the allocated time, the User will be billed at the additional hourly rate as outlined on the Order Form. 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 the Photographer to return and to complete the Shoot, User will be billed for Photographer’s additional work at the rates listed in the Order Form 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, Photographer will provide an estimate. Photographer 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 Photographer’s estimate.

INTELLECTUAL PROPERTY
Andy Ryan Photographer 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 Andy Ryan Photographer’s proprietary online platform and all software, databases, algorithms, interactive floor plans, Photographic Content (which includes photographs and virtual staging of real property, and any other images or depictions created by Andy Ryan Photographer as part of the Services), 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, but excluding User Content (defined below) belonging to you or other users (collectively the “Andy Ryan Photographer IP”). You acknowledge and agree that you neither own nor acquire any rights in and to the Andy Ryan Photographer IP not expressly granted by this Agreement and that your use of the Services is pursuant to this scope of licensed use. Any invention created by exploitation of the Andy Ryan Photographer IP shall automatically transfer to Andy Ryan Photographer and you shall execute any and all legal documents necessary to perfect such transfer.
Andy Ryan Photographer hereby grants to you a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Andy Ryan Photographer IP solely in connection with delivery of the Services to you in accordance with this Agreement, subject to payment of all Order Form fees and invoices (Collectively referred herein as “Invoices”) issued to you by Andy Ryan Photographer, and the policies and requirements specified by Andy Ryan Photographer from time to time. Andy Ryan Photographer shall have the right to maintain, improve, or otherwise modify the Services at its sole discretion and Andy Ryan Photographer 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 Andy Ryan Photographer IP is subject to any and all conditions imposed by Andy Ryan Photographer and the foregoing license may be terminated at any time at Andy Ryan Photographer’s sole discretion.
As part of the Services, Andy Ryan Photographer or its subcontractors, employees, affiliates, partners, or suppliers may create certain professional photographic content of certain real property (each, a “Property”), including photographs and virtual staging (the “Photographic Content”). Andy Ryan Photographer owns and retains all right, title and interest in and to works created or produced hereunder by Andy Ryan Photographer, its subcontractors, employees, affiliates, partners, and suppliers, including all Photographic Content. Unless otherwise specifically agreed to in writing by the Parties, Andy Ryan Photographer hereby grants to User a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to use, reproduce, distribute and display the images in the United States only, for the purposes to sell the property address entered by User (Collectively herein “Listing”) in the Order Form, and in the mediums as set forth for the approved platforms to include MLS Uploads, Syndicated Property Listing Websites (Zillow, Realtor.com, Trulia, Redfin) Brochures, Facebook, and Instagram, in print and digital advertising, the Photographic Content provided by Andy Ryan Photographer to User under this Agreement for use, for a limited time during the selling period of the property address and up to 60 days after (Collectively herein “Life of the Listing”), only for the property address of the Listing to which the works relate. The User must remove all Photographic Content at the end of the Life of the Listing from wherever the User placed the Photographic Content at. User may copy Photographic Content in connection with the use of User’s license hereunder, but any such copies must continue to display Andy Ryan Photographer’s mark, logo and name, and may not be altered, changed, modified or amended from the work originally provided by Andy Ryan Photographer to User. No other rights or uses are permitted without the prior written consent of Andy Ryan Photographer and any applicable licensing fees. User is under no circumstance permitted to sell or collect payment of any kind for the use or display of Photographic Content. User is not permitted to assign the rights granted to User by Andy Ryan Photographer to any third parties without the prior express written consent of Andy Ryan Photographer.
The trademarks and service marks, including without limitation ANDY RYAN PHOTOGRAPHER, that are located on the Website or within the Services, are marks of Andy Ryan Photographer and shall not be deemed to be in the public domain but rather the exclusive property of Andy Ryan Photographer. You are not permitted to use, copy, sell, display or distribute the Services, any portion thereof, or any of our trademarks, service marks, copyrights or other intellectual property without our express permission. You are also not permitted to post or otherwise make available on the Services any material protected by trademark, copyright or other proprietary right without the express consent of the owner. The Services may include trademarks, copyrights and/or other proprietary rights of third parties. You acknowledge that the Services have been neither endorsed nor sponsored by, and are not affiliated with, any such third parties. You agree that the terms of this Agreement apply to any and all third-party intellectual property on the Services as well. By using the Services you agree that you will not challenge ownership or intellectual property rights with respect to the marks or any copyright or other intellectual property of Andy Ryan Photographer.

WEBSITES, LINKS AND CONTENT OF THIRD PARTIES
Your use of certain web sites and/or web pages within the Website also may be subject to additional specific terms as set forth therein (for example, terms that typically govern particular features or offers).
The Services may contain links to websites or applications maintained by third parties. These links are provided solely as a convenience to you and not because we endorse, recommend, encourage, use, or have an opinion about the contents on such websites or applications. Andy Ryan Photographer expressly disclaims any representations regarding the content or accuracy of materials on such websites or applications or the privacy practices thereof, nor is Andy Ryan Photographer liable for any failure of products or services offered or advertised at those sites. Such third-party sites may have a privacy policy different from that of Andy Ryan Photographer and the third- party website may provide less security than the Website. Any decision you make to access websites or applications maintained by other parties is done at your own risk.

YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that you have the authority to authorize performance of the Services by Andy Ryan Photographer and you will pay all invoices issued by Andy Ryan Photographer in connection with the Services pursuant to their terms, which are incorporated herein by reference.
The Services may offer you the opportunity to make communications or post, upload, submit or otherwise supply User Content, which may include communications, comments, pictures, photographs, ratings, reviews, ideas, suggestions, questions, and improvements. You agree not to supply any User Content to Andy Ryan Photographer or through the Services that is illegal, intentionally false or misleading, or injurious to us or anyone else, or which infringes on the intellectual property rights of any third party or otherwise violates the Agreement. You may not imply that any User Content is in any way sponsored or endorsed by Andy Ryan Photographer or that Andy Ryan Photographer guarantees the accuracy of any User Content. We reserve the right without prior notice to remove or edit any User Content, including without limitation as a result of our determination, at our sole discretion, that such User Content is in violation of the Agreement. However, we have no obligation to do so, we do not regularly review User Content and we do not warrant that all User Content on the Services complies with the Agreement. You represent and warrant that you own or otherwise control and/or have authorization to post, upload, submit, or otherwise supply your User Content, that your User Content is accurate, that use of your User Content does not violate this Agreement. Whenever posting, uploading, submitting or otherwise supplying User Content, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of such User Content. You warrant to us that you have the right to grant us these rights to the User Content. You will indemnify, defend and hold us harmless from all claims resulting from your User Content or any breach of the warranties herein. Andy Ryan Photographer takes no responsibility and assumes no liability for any User Content posted, uploaded, submitted, or otherwise supplied by you or any third party.

REALESES
The User agrees that User shall obtain releases and licenses for any property or individuals to be captured in the Deliverables prior to the Shoot date. Such releases shall grant Photographer the fully paid, irrevocable and unrestricted right to use and publish the Deliverables, 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 Deliverables due to a failure to obtain the necessary licenses or releases, Photographer shall not be liable to User for any damages, costs or fees.

INDEMNIFICATION
User shall indemnify and hold harmless Photographer, its successors, assigns, and Users 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 Photographer 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 Photographer’s appearance or association with User, unless such claim arises from Photographer’s acts or omissions or arises from or is related to breach of any obligations and/or warranty made by Photographer hereunder. Photographer 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 Photographer’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 Andy Ryan Photographer, 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 Andy Ryan Photographer. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format.

INTELLECTUAL PROPERTY RIGHTS
The Photos, Final Photos and any other deliverables (collectively the “Deliverables”) prepared by Andy Ryan Photographer 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 Andy Ryan Photographer 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 Andy Ryan Photographer and User agrees that User shall never claim ownership of the Deliverables. User further agrees that User shall assist Andy Ryan Photographer as necessary in the enforcement or registration of such rights in the Deliverables.
Deliverables may contain copyright management information (CMI) at the discretion of Andy Ryan Photographer in the form of either 1) a copyright notice © Andy Ryan Andy Ryan Photographer 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 Andy Ryan Photographer for any penalties and awards available under the statute. User is responsible for ensuring that the Final Photos are removed from MLS databases at the expiration of this Agreement.

DIGITAL MILLENNIUM COPYRIGHT
Andy Ryan Photographer complies with the requirements of the Digital Millennium Copyright Act (“DMCA”). Andy Ryan Photographer 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 on the Services;
• 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 Andy Ryan Photographer’s DMCA Agent: info@andyryanphotographer.com.

TERMINATION
Andy Ryan Photographer may at any time terminate this Agreement with you pursuant to its terms. The reasons may include your breach of this Agreement or Andy Ryan Photographer 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 Andy Ryan Photographer, you may do so by: (A) notifying us at: info@andyryanphotographer.com, or (B) closing your Accounts for all of the Services that you use. The Disclaimer of Warranty, Limitation of Liability, Indemnification and Release, Choice of Law and Venue, and Miscellaneous sections of the Agreement shall survive termination.

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
Andy Ryan Photographer 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
ANDY RYAN PHOTOGRAPHER 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.
• ANDY RYAN PHOTOGRAPHER 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, ANDY RYAN PHOTOGRAPHER MAKES NO WARRANTIES AS TO PRIVACY OR SECURITY.
• NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY A ANDY RYAN PHOTOGRAPHER AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY.

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANDY RYAN PHOTOGRAPHER 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 ANDY RYAN PHOTOGRAPHER’S LIABILITY EXCEED THE AMOUNT ANDY RYAN PHOTOGRAPHER 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 ANDY RYAN PHOTOGRAPHER FOR ANY DISPUTE YOU HAVE WITH US SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICES (INCLUDING THE WEBSITE AND PRODUCTS RELATED THERETO).

COVID-19
The novel coronavirus, COVID-19, has been declared a worldwide pandemic by the World Health Organization. As a result, current federal, state, and local governments and federal and state health agencies recommend social distancing and have, in many locations, prohibited the congregation of groups of people. These regulations and requirements are ever changing and my change between the time this Agreement is signed and the Photo Shoot occurs. Photographer shall use best efforts to comply with all current regulations but shall not be responsible for any changes that occur between the date of execution of this Agreement and the Photo Shoot.
Photographer has put in place preventative measures to reduce the spread of COVID-19. Nonetheless, Photographer cannot guarantee that User or anyone in attendance at the Photo Sheet will not become infected with COVID-19.
User acknowledges the contagious nature of COVID-19 and voluntarily assumes the risk that any person present at the Photo Shoot may be exposed to or infected by COVID-19 by attending the Photo Shoot and that such exposure or infection may result in personal injury, illness, permanent disability, and death.
User voluntarily agrees to assume all of the foregoing risks and accept sole responsibility for any injury to attendees of the Photo Shoot, illness, damage, loss, claim, liability, or expense, of any kind, User hereby releases, discharges, and holds harmless Photographer from any liabilities, claims, actions, damages, costs or expenses of any kind arising out of or relating thereto.

FORCE MAJEURE
Andy Ryan Photographer shall not be deemed in breach of this Agreement if Andy Ryan Photographer 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, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any event beyond Andy Ryan Photographer’s control (collectively “Force Majeure Event”). Upon occurrence of a Force Majeure Event, Andy Ryan Photographer 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 signed without cause, the Retainer will not be refunded. In addition, User shall pay all expenses incurred by Andy Ryan Photographer 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 billable fees and expenses or 2) If a Shoot is postponed due to weather or any other reason, User will be responsible for all expenses incurred for each day when shooting is postponed due to weather or any other reason, plus 50% of the billable order placed by User.
The Retainer is non-refundable and shall be characterized as liquidated damages to Andy Ryan Photographer. The Parties agrees that this amount represents a fair calculation of Andy Ryan Photographer’s damages.
Rescheduling will be done on the next availability for both the User, Andy Ryan Photographer & the production crew, collectively.

INDEMNIFICATION AND RELEASE
You agree to defend, indemnify and hold harmless Andy Ryan Photographer 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 Andy Ryan Photographer providing the Services, 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.
You are solely responsible for your interactions with other users of the Services. To the extent permitted under applicable laws, you hereby release Andy Ryan Photographer from any and all claims or liability related to any content, service, product, or media referenced on or through the Services, any communication with or action or inaction by a user, including a user’s failure to comply with applicable law and/or this Agreement. This paragraph includes the indemnification obligations of User related to releases as noted above.

CHOICE OF LAW AND VENUE
Any disputes arising out of or related to this Agreement and/or any use by you of the Website and Services shall be governed by and interpreted according to the laws of the State of New York, without regard to conflicts of laws principles. You hereby irrevocably consent and submit to the exclusive jurisdiction of the courts of the State of New York, County of Westchester, City of Croton-On-Hudson, and any federal court sitting within the State of New York for the purpose of adjudicating any dispute or claim arising in connection with this Agreement or the breach, validity or enforceability of any provision of this Agreement and to the personal jurisdiction of such courts over you.

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.

MISCELLANEOUS
This Agreement embodies the entire agreement between you and Andy Ryan Photographer 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 Andy Ryan Photographer in writing and signed by an authorized officer of Andy Ryan Photographer. 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 deemed severed from the remaining portion of this Agreement, which shall otherwise remain in full force and effect. Correspondence should be directed to: info@andyryanphotographer.com.
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