1.1. This Agreement is between the Photography Service Provider (the “Service Provider”) and the VENDOR whose premises are being photographed the (“Business Partner”) under Portfolio service for business use.
1.2. Wellnessta Portfolio Service Provider is an independent contractor and neither the Service Provider nor any of its personnel are a Wellnessta employee or agent, but Service Provider is authorized under Wellnessta portfolio service to provide photography services to local businesses that desire to opt for the portfolio service for their business premises and services. The Business Partner will obtain all permissions necessary for Service Provider to photograph at the engagement. Service Provider has no duty to obtain permission of reception, premises, business location, buildings, properties or the other locations to operate thereon. Business Partner understands and agrees that any failure to obtain this permission resulting in fine to photographer/ Service Provide, or which prevents the Service Provider to photograph the premises/ event is not the fault, liability, or responsibility of photographer/ Service Provider. The Business Partner agrees to reimburse the Service Provider for any travel as well as meals/ lodging if necessary.
2. SERVICE FEE PAYMENT
Service Provider and Business Partner will agree on an amount for the Wellnessta Portfolio Service and related services (“Service Fee”), and the Business Partner will pay the Service Fee. After paying fee, Service Provider will fix the date and time with the business partner to take the Photographs (as defined in Clause 4 below). This fee does not include model fees if the same is required. If model is needed the cost for the same will be charged extra. Vendor will also bear travel and stay expenses
3. SERVICES AND OWNERSHIP OF PHOTOGRAPHS
3.1. In exchange for the Service Fee:
3.1.1. Service Provider will take photographs of those portions of the exterior and interior of the Business premises designated by the Business Partner as acceptable for photographing in connection with the Wellnessta Portfolio service.
3.1.2. Service Provider will use commercially reasonable efforts to ensure that the Photographs meet the Wellnessta Portfolio Service’s technical specifications.
3.1.3. Service Provider hereby assigns (or will procure he assignment of) all ownership rights, including international rights in cases applicable in the Photographs (including intellectual property rights) to the Business Partner.
3.1.4. To the extent permitted by law, Service Provider will obtain:
184.108.40.206. waivers from all of Service Provider’s personnel in respect of any “moral rights” that such personnel may have in the Photographs, including any right of attribution; and
220.127.116.11. assignments by Service Provider’s personnel to the Business of all moral rights in the Photographs.
3.1.5. Service Provider will upload the Photographs to Wellnessta for processing and use in accordance with Clause 5below.
4. TERMS GOVERNING THE UPLOADING, PROCESSING, AND USE OF PHOTOGRAPHS
4.1. Wellnessta Terms of Service.
4.2. Authorization to Upload Photographs to Wellnessta for Wellnessta’s use.
5. LIMITED LICENSE TO SERVICE PROVIDER
6. TIME AND DATE OF SERVICES
10. NO WARRANTIES
11. LIMITATIONS ON LIABILITY
11.1. Except for breaches of Confidentiality, (i) neither Party will be liable (under any theory or circumstance) for lost revenues or indirect, special, incidental, consequential, exemplary or punitive damages, and (ii) neither Party’s aggregate liability for any claim arising out of or related to this Agreement will exceed the amount of the Service Fee.
11.2. Wellnessta’s use of the photographs is governed solely by the Wellnessta Terms of Service in accordance with Clause 5 above. In no event will Wellnessta be liable to either Business Partner or Service Provider (under any theory or circumstance) for any direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or related to this Agreement.
13. ENTIRE AGREEMENT
14. DISPUTE RESOLUTION AND ARBITRATION
15. GOVERNING LAWS AND JURISDICTION: