Photo/Video Shoot + Coaching Program Participation Agreement
Please carefully read this PROGRAM PARTICIPATION AGREEMENT (“Agreement”) before proceeding to register for the “Marketing Kit” program offered by Jalanda James(“Program”). If you do not agree to all of the terms stated in this Agreement, do not register for the Program.
This Agreement is made and entered into by and between you (“YOU”) and Jalanda James, an individual whose business is located in New York City (“Program Provider”) as of the date of YOUR purchase of the Program (“Program Purchase Date”).
By registering into the Program, you are accepting Program Provider’s offer as stated in this Agreement, and as such, YOU are agreeing to be legally bound by the following terms and conditions:
The Program. The Program shall include the following:
1 X up to 60 minute Coaching Call with Program Provider (“Coaching Call”) on a mutually agreed upon date; up to 5 hours of a professional video and/or photo shoot of you and your business unless otherwise discussed (“Video Shoot and/or Photo Shoot”) which shall take place at one location as mutually agreed to by Program Provider and YOU on a mutually agreed upon date; Welcome packet provided prior to the Video and/or Photo Shoot that will include questions to help YOU clarify to me the identity of your brand in preparation for the Video and/or Photo Shoot (“Welcome Packet”);
Video taken of YOU at the Video and/or Photo Shoot (“Video”) will be compiled into a fully edited 2 minute video.
Photographs taken of YOU at the Video and/or Photo Shoot (“Photographs”) will be compiled into a 10 photo password protected gallery.
Optional Services Include:
Optional Hair and make-up preparation for the Video and/or the Photo Shoot
Optional Photo Shoot and shall incorporate a minimum of three different outfits, supplied by YOU; Light retouching of up to ten (10) Photographs (“Retouching”). 1 hour of a professional photo shoot of you at your business (“Photo Shoot”) which shall take place at one location as mutually agreed to by Program Provider and YOU;
Optional consultation with a professional stylist which includes 60-minutes pre-Video Shoot Skype consultation;
Rescheduling. The following terms apply for any rescheduling:
In order to reschedule a Video and/or Photo Shoot, YOU must provide Program Provider with at least 72-hours notice prior to the Video and/or Photo Shoot, and failure to provide proper notice will result in forfeiture of your Video Shoot.
Upon forfeiture of a Video and/or Photo Shoot, you may schedule a new Video and/or Photo Shoot for an additional fee of $500; In order to reschedule an appointment other than for a Video and/or Photo Shoot, YOU must provide Program Provider with at least 24-hours notice prior to said appointment or YOU forfeit the right to reschedule for the service for which the appointment pertained; and If it rains on the day of the Video and/or Photo Shoot, the Video and/or Photo Shoot will be rescheduled to a later date mutually agreed to by both parties at no additional cost to YOU.
Credit for Photographs. If YOU, either directly or indirectly, submit, place and/or recommend a Photograph for inclusion in a publication and said Photograph appears in that publication, if such publication would normally under industry standard acknowledge the creator of a photograph featured in its publication, YOU shall ensure that Program Provider’s name is cited in the publication properly identifying Program Provider as the creator of said published Photograph.
Credit for Videos. The video I create for you is good for web distribution only. If you plan to buy air time and broadcast the video on TV as a commercial, I should know this at the beginning because usage rates of people and music are different for commericals than for the web.
Model Release Form. Prior to or on the day of the Video Shoot and or Photo Shoot, YOU agree to execute a model release form granting Program Provider the right and permission to copyright and/or use, reuse, edit and/or publish YOUR image as they appear in and/or from the Photographs (“Model Release Form”), such Model Release Form attached as Exhibit A to this Agreement.
Payment to Program Provider. In exchange for the Program, YOU agree to pay Program Provider 50% deposit to secure a date, and the remainding 50% after receiving the first draft of the video. (“Program Fee”).
Non-refundable deposit. UPON DEPOSIT OF AND REGISTRATION INTO THE PROGRAM, THE DEPOSIT PROGRAM FEE SHALL BE NON-REFUNDABLE.
Term of the Agreement. This Agreement is effective as of the Program Deposit Date and shall continue until the completion of any Editing of the Video and or Retouching on the Photographs or one (1) year from the Program Purchase Date, whichever occurs sooner (“Term”).
Effects of Termination. Upon termination of the Agreement at the end of the Term, any obligations the parties had towards each other shall, except as set forth in Articles IV and V of this Agreement, become null and void and of no further force or effect.
IV. Ownership of the Photographs
Ownership. YOU acknowledge that Program Provider, as the creator of the Video and/or the Photographs, is the sole owner of the Video and/or the Photographs.
Raw footage will not be released to YOU. Only the edited video. Raw footage can be obtained for a fee of $3000. No guarantees will be made regarding the length or usablility of the raw footage for other purposes besides the initial 2 minute video created for you. I researve the right to deny any request for raw footage.
License. Program Provider grants you a license to use the Video and/or Photographs solely for the purpose of promoting YOUR business.
V. Confidential Information
Proprietary Information. For use in the Program (the “Purpose”), Program Provider may disclose to the YOU certain information which Program Provider deems proprietary or confidential, and may include, but is not limited to, various trade secrets and confidential, proprietary information of the Program Provider pertaining to the Program, including information and documentation regarding Program Provider’s processes, data and concepts in any medium including, without limitation, materials and/or techniques developed and/or used by Program Provider during the Transformation Time, information regarding methods, policies, procedures, techniques, templates and forms, business concepts, intellectual property, techniques, designs, specifications, diagrams, flow charts and data (the “Confidential Information”) and such Confidential Information shall NOT include: (i) all information already present in the public domain on the date hereof, (ii) all information known by the YOU prior to disclosure, (iii) all information independently developed by YOU without access to related Confidential Information of the Program Provider, and (iv) all information received by YOU from a third party not under an obligation of confidentiality.
Confidentiality. YOU understand that during the term of this Agreement, YOU may have access to and become familiar with certain Confidential Information. YOU agree that YOU shall not disclose any of the Confidential Information directly or indirectly, nor use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of fulfillment of the Purpose under this Agreement and except as expressly permitted in writing by Program Provider. All Confidential Information shall remain the property of the Program Provider.
YOU assume any and all risks and liabilities associated with YOUR participation in the Program and YOUR use of the Video and/or the Photographs, and in no event shall either Program Provider nor its respective affiliates, directors, members, officers or employees be liable to YOU for any direct, indirect, incidental, exemplary, special, consequential, or punitive damages, for any matter arising out or relating to this Agreement and/or its subject matter, even if Program Provider has been advised of the possibility of such damages, including without limitation, third party liabilities, personal injury during YOUR participation in Program and/or property damage during YOUR participation in the Program. This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
YOU shall indemnify and hold Program Provider and its directors, officers, employees and agents harmless from any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from YOUR acts or omissions and any misrepresentation, fraud, negligence or other criminal activity with respect to YOUR participation in the Program and/or use of the Video and/or Photographs.
VIII. Relationship of the Parties
Program Provider’s relationship to YOU is solely that of independent contractor. Neither Program Provider nor its employees, agents and representatives shall be considered YOUR agents, partners, franchisees, employees, owners, or representatives. Neither party has the authority, and neither party shall act or represent itself, directly or by implication, as having the authority, to bind or create any obligation or liability on behalf of the other party.
Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be governed by the laws of the State of New York without regard or reference to principles of conflicts of laws of the State of New York or any other jurisdiction, and shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If the claim seeks damages of two hundred fifty thousand dollars ($250,000) or less the claim shall be decided by a single independent arbitrator. If the claim seeks damages in excess of two hundred fifty thousand dollars ($250,000), it shall be decided by three independent arbitrators, one nominated by each party and one nominated by the AAA. All arbitrators shall have expertise in the subject of the dispute. The arbitration shall be conducted in New York, New York. The arbitration process, including selection of the arbitrator or arbitrators, exchanges of requests for information and the arbitration hearing, shall be completed within sixty (60) days following the initiation of the arbitration by either party, and the actual arbitration hearing shall be limited to one (1) day. The arbitrator(s) shall issue a written judgment within ten (10) days following the arbitration hearing. This provision is self-executing, and in the event that either party fails to appear at any properly noticed arbitration hearing, an award may be entered against such party notwithstanding said failure to appear. The prevailing party will be entitled to recover all reasonable attorney’s fees and costs.
A. Illegality. If any provision of this Agreement shall be determined by the arbitrators or any Court having jurisdiction, to be invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby, but shall continue in full force and effect as though such invalid, illegal or unenforceable provision or provisions were not originally a part hereof, and to the fullest extent possible, the provisions in this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
B. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Neither party may transfer, sublicense or otherwise assign this Agreement or any of its rights or obligations hereunder without the other party’s prior written consent.
C. Waiver. Any waiver by either party of any default or breach hereunder shall not be deemed a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
D. Notices. Any notice required to be given under this Agreement shall be sent by certified mail, return receipt requested to the respective addresses of the parties as contained in this Agreement and in the Program registration form completed by YOU or in any updated addresses provided in writing by a party.
E. Governing Law. The Agreement shall be construed by and enforced in accordance with the laws of New York.
F. Entire Agreement. This Agreement contains the entire understanding and agreement among the parties. Other than the Model Release Form, attached hereto as Exhibit A, there are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by both parties.
I have read the above authorization, release and agreement prior to its execution, and I fully understand the contents hereof. This agreement shall be binding upon me and my heirs, legal representatives and assigns.
EXHIBIT A - Model Release Form
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, the undersigned, agree as follows:
1. I agree to be photographed, recorded and videotaped by Jalanda James (“Program Provider”) in connection with my participation with the Marketing Kit ("Program") for JalandaJames.com.
2. I hereby irrevocably authorize (“Program Provider”) and its affiliates to copyright, publish, reproduce, exhibit, transmit, broadcast, televise, digitize, display, otherwise use, and permit others to use, (a) my name, image, likeness, and voice, and (b) all photographs, recordings, videotapes, audiovisual materials, writings, statements, and quotations of or by myself (collectively, the “Materials”), in any manner, form, or format whatsoever now or hereinafter created, including on the Internet, and for any purpose, including, but not limited to, advertising or promotion of (“Program Provider”) , its affiliates, or their services, without further consent from or payment to me.
3. It is understood that all of the Materials, and all films, audiotapes, videotapes, reproductions, media, plates, negatives, photocopies, and electronic and digital copies of the Materials, are the sole property of (“Program Provider”) . I agree not to contest the rights or authority granted to Company hereunder. I hereby forever release and discharge (“Program Provider”), its employees, licensees, agents, successors, and assigns from any claims, actions, damages, liabilities, costs, or demands whatsoever arising by reason of defamation, invasion of privacy, right of publicity, copyright infringement, or any other personal or property rights from or related to any use of the Materials. I understand that (“Program Provider”) is under no obligation to use the Materials.
4. This document contains the entire agreement between the (“Program Provider”) and the undersigned concerning the subject matter hereof.
I agree to the Terms and Conditions above and wish to register. *