TERMS OF SERVICE
This agreement (the “Agreement”), between Scott Josuweit Photography, LLC (DBA South Central Photo Booths), having a business address of 116 Summer House Lane, York, PA 17408 (hereafter, “Vendor”), and {{client_name}} (the “Client”), shall govern the relationship between Vendor and Client (collectively, the “Parties”) for the purpose of providing photo booth services, as described more fully herein.
Failure to execute this Agreement within seven (7) calendar days of receipt thereof by Client shall render it null and void, and the Vendor shall have no obligation to Client as to guaranteeing availability or providing the Services outlined herein. Pricing and availability are not guaranteed unless and until this Agreement is signed by Client and the retainer is paid in full.
EVENT INFORMATION
Type of Event: {{event_type}}
Name of Event: {{event_name}}
Name of Service: {{service_name}}
Name of Package: {{package_name}}
Included in Package: {{included_extras}}
Additional Services/Extras: {{extras}}
Date: {{event_date_us}}
Start Time: {{event_start_time}}
End Time: {{event_end_time}}
Location: {{venue_name}}, {{venue_address}}, {{venue_postcode}}
CLIENT INFORMATION
Name: {{client_name}}
Address: {{client_street}}, {{client_city}}, {{client_postcode}}
Phone Number: {{client_phone}}
E-mail Address: {{client_email}}
TERMS AND CONDITIONS
Client’s selected package, service time, print options, add-ons, and any Idle Time are as described in Vendor’s invoice/proposal, which is incorporated by reference and forms part of this Agreement. In the event of a conflict between this Agreement and the invoice/proposal regarding package details, Service Time, print options, add-ons, or Idle Time, the invoice/proposal shall control.
Effective Date: {{current_date}}
ARTICLE I
DESIGNATION OF EVENT
1.01 Appointment
Client appoints Vendor to provide photo booth services at an event (hereinafter, the “Event”) either hosted, sponsored, or otherwise organized by Client. The location and times of the Event can be found above. Vendor agrees to arrive at least 1 hour before the event start time or as agreed upon by Vendor and Client. Vendor will capture images with the Vendor’s photo booth at the Event in a manner consistent with the terms of this Agreement.
1.02 Day-of Contact
Client shall designate a day-of contact (name and mobile number) who will be present or reachable during setup and service time and who has authority to make decisions regarding photo booth placement, timing, and operational needs (including relocating the booth, approving reasonable adjustments for guest flow, and coordinating with venue staff). Vendor may rely on instructions from the day-of contact, and Client is responsible for decisions made by such contact.
ARTICLE II
PERFORMANCE OBLIGATIONS
2.01 Operation of Photo Booth
Vendor agrees to provide photo booth services during the contracted service time. Client acknowledges that brief interruptions may occur for reasonable operational needs, including restarting software, replenishing printer media, minor adjustments, or safety-related changes, and such brief interruptions do not constitute nonperformance.
2.01(a) Definitions
For purposes of this Agreement:
(i) “Service Time” means the contracted period during which the photo booth is available for guest use, as listed in the Event Information section.
(ii) “Setup/Breakdown Time” means time required to assemble, test, stage, and later remove equipment, which occurs outside of Service Time unless otherwise specified in writing.
(iii) “Downtime” means periods during Service Time when the photo booth is scheduled to be open for guest use but is not capable of capturing images due solely to a failure of Vendor’s equipment or Vendor’s staff. Downtime does not include Idle Time (Section 2.01(b)) or Setup/Breakdown Time.
2.01(b) Idle Time (Pre-Set / Hold Time)
“Idle Time” means a period of time during which the photo booth is fully assembled, tested, and ready to operate, but is intentionally not open for guest use at Client’s request (or due to the Event timeline), in order to avoid interfering with scheduled activities (e.g., ceremony, introductions, dinner service, speeches, formal dances, presentations). Idle Time is not Service Time and does not extend the contracted Service Time unless expressly stated in the invoice/proposal.
2.01(b)(1) Idle Time is Billable / Counts Toward Staffing
Client acknowledges that Idle Time requires Vendor staffing and equipment commitment and is therefore billable as shown in the invoice/proposal, even though the booth is not actively operating.
2.01(b)(2) Start/End of Idle Time
Idle Time begins when the booth is fully set up and ready to operate and ends when Service Time begins (or when Vendor is instructed by Client/day-of contact to begin operating the booth). If Client/day-of contact does not provide timely instruction to begin operation, Vendor is not responsible for reduced Service Time or guest usage during the delay.
2.01(b)(3) Operation During Idle Time
Vendor will not operate the booth during Idle Time unless Client approves an adjustment to Service Time and/or additional charges in writing.
2.01(b)(4) Idle Time is Not Downtime; No Refund
Client acknowledges that Idle Time is a scheduled hold period requested for timeline purposes and is not Downtime. No credits or refunds apply for any period designated as Idle Time.
2.01(c) Additional Time
Client may request additional Service Time at the rate of $200/hour, subject to Vendor approval, venue permission, event schedule constraints, and Vendor staffing availability. Vendor will invoice Client for additional time, and Client agrees to pay such invoice within ten (10) business days after the Event.
2.01(c)(1) Downtime Exclusions
Downtime shall not include interruptions or service impacts caused by factors outside Vendor’s control, including but not limited to: loss or insufficiency of power, venue restrictions, inadequate space, weather, direct sunlight/heat exposure, network/cellular connectivity limitations, guest interference, misuse, damage, unsafe conditions, or failure of Client/venue to provide access as required.
2.01(d) Remedy for Downtime
If Downtime (as defined in Section 2.01(a)(iii)) exceeds fifteen (15) consecutive minutes during the contracted Service Time, Client’s sole and exclusive remedy is a prorated refund calculated based on the ratio of Downtime minutes to the total contracted Service Time minutes, capped at the amount actually paid by Client for the contracted Service Time (and excluding any travel fees, add-ons, design fees, guestbooks/album products, or other non-service items). No refund will be issued for interruptions or downtime arising from causes outside Vendor’s control.
2.01(e) Breakdown and Removal
Client agrees that when Service Time is completed, Vendor will break down, disassemble, and remove the photo booth from the premises.
2.02 Photo Booth Access, Space, and Power
At least one (1) week prior to the Event, Client must provide to Vendor a layout plan of the photo booth space via email. It is the Client’s responsibility to ensure Vendor has a suitable space to set up the photo booth. The area where the photo booth is to be set up is reasonably accessible (elevator access required if not on the ground floor). The space must be level, solid, and at least 8 ft. x 8 ft.
2.02(a) The photo booth may be placed at an outdoor location, so long as it is protected from the potential effects of adverse weather conditions.
2.02(a)(1) Photo Booth may not be placed outdoors if the temperature is above 80 degrees or below 50 degrees.
2.02(a)(2) If photo booth is placed outdoors, photo booth must be covered overhead, and covered on at least two sides. Coverage must meaningfully block direct sun, precipitation, and wind from contacting equipment.
2.02(a)(3) Photo booth cannot be in direct sunlight.
2.02(a)(4) Photo booth must be covered from rain, sleet, snow, hail, and any and all precipitation.
2.02(a)(5) Photo Booth backdrops may not be outdoors with winds above 10 MPH.
Client is responsible for ensuring the photo booth has access to adequate power (110V, 10 amps, 3-prong outlet). Client acknowledges that Vendor will need at least one (1) hour to assemble the photo booth and its accessories. Unless otherwise agreed by the Parties, the Parties acknowledge that the photo booth will be assembled before the Event begins and removed immediately following the contracted time.
2.02(a)(6) Outdoor Conditions; Relocation or Early End
If outdoor conditions exceed the limitations stated in this Agreement (including temperature, wind, precipitation, direct sunlight, or safety concerns), Vendor may, in its reasonable discretion: (i) relocate the photo booth to an indoor location approved by the venue; or (ii) pause or end service if relocation is not possible. Client acknowledges that such impacts are outside Vendor’s control and do not entitle Client to any refund, except as expressly provided for Downtime in Section 2.01(d).
2.02(a)(7) Cellular Connectivity; Sharing Features
Vendor may provide sharing features (including text/email sharing and/or live sharing) using Vendor-provided cellular-enabled devices. Client acknowledges that cellular connectivity varies by venue location, building materials, network congestion, and carrier coverage, and Vendor does not guarantee uninterrupted or consistent cellular service at the Event. If sharing features are limited or unavailable due to connectivity issues outside Vendor’s control, Vendor will still provide post-event delivery via the online gallery as described in Section 2.03, and no refunds will be issued based on the unavailability of sharing features.
2.03 Capture Delivery
Vendor will deliver to Client all usable images captured at the photo booth during the Event in the form of an online gallery. “Usable images” exclude, in Vendor’s reasonable discretion, images that are blank, test shots, duplicates, corrupted files, technically unusable, or that violate Vendor’s conduct policy or depict unsafe, illegal, harassing, hateful, or defamatory content. “Vendor’s conduct policy” means Vendor may exclude, disable sharing for, or remove images that are unsafe, illegal, harassing, hateful, defamatory, or otherwise inappropriate, in Vendor’s reasonable discretion.
Upon receiving the downloadable link for high-resolution files, Client accepts all responsibility for downloading, archiving, and protecting the images. Vendor will make the post-event online gallery available for 365 days following the Event, unless extended as provided herein; however, Vendor does not guarantee uninterrupted access and is not responsible for third-party outages, security breaches, or platform policy changes.
Vendor may also provide an optional Live Gallery feature that allows guests to view and download captures during and after the Event. If Client requests, this feature will be deactivated. If a school (private or public) hires Vendor, the Live Gallery will be disabled. If enabled, the Live Gallery will remain available for 365 days following the Event, unless extended as provided herein. If Client requests a flash drive of all images, a $50 fee applies. If Client requests that the online gallery and/or Live Gallery remain available beyond the 365 days provided, a $50 annual fee applies.
2.03(a) Prints
Photo booth packages with prints (as outlined in Vendor’s invoice/proposal) include unlimited print sessions during the event date and time outlined in this contract.
2.03(a)(1) Print Policy
“Unlimited print sessions” means guests may take an unlimited number of photo sessions during Service Time. For each session, Vendor will print one (1) print per person pictured in the photo, and prints will be distributed only to the person(s) in the photo. Vendor may reasonably limit duplicate prints, reprints, or additional copies in order to maintain guest flow, ensure fair access, and prevent depletion of print media. Prints are distributed at the Event during Service Time. Post-event prints are not included and are available only as described in Section 2.09(d).
2.03(b) Live Gallery Settings; Third-Party Hosting; Permissions
If the Live Gallery feature is enabled, Vendor will provide Client with a share link configured as public, unlisted, or password-protected (as selected by Vendor unless otherwise specified in writing). Client acknowledges that the Live Gallery and online gallery are hosted and delivered using third-party platforms and infrastructure, and while Vendor uses reasonable efforts to provide access, Vendor cannot guarantee absolute security against unauthorized access, copying, or sharing. Client is responsible for obtaining any permissions, releases, or organizational approvals required for guest access, distribution, or viewing of images (including, without limitation, corporate events, schools, and events involving minors). Upon written request, Vendor may disable the Live Gallery feature.
2.04 Digital/Print Out Designs
Vendor will design print/digital templates and overlays, using media such as logos, fonts, monograms, and the like that are provided by the client. If Client desires the digital/print template and overlay designs to be based on certain or particular materials, these materials must be provided no later than thirty (30) days prior to the Event. Requests received within fourteen (14) days of the Event may be subject to a rush fee and/or limited revision availability at Vendor’s discretion.
2.05 Final Delivery of Event Images
Vendor will provide Client with the online gallery within ten (10) business days after the Event date, unless Vendor notifies Client of a delay caused by circumstances outside Vendor’s reasonable control. Upon delivery, Client is responsible for downloading, archiving, protecting, and preserving the files.
2.06 Duty of Client to Obtain Permissions
Client will obtain all permissions necessary for Vendor to provide the Services at the Event. Client will provide any necessary parking permits or passes prior to the Event. Vendor has no duty to obtain permissions at reception centers, churches, buildings, properties, or other locations to operate thereon. Client agrees that any failure to obtain these permissions resulting in fines to Vendor, or which prevent Vendor from providing the Services, is not the fault, liability, or responsibility of Vendor. Client is responsible for compliance with all venue and vendor restrictions and requirements, including placement limitations, noise rules, cable/tape restrictions, power access rules, load-in/load-out times, and any required approvals.
2.07 Method of Client Payment
All payments due by Client under this Agreement shall be made by credit card or bank transfer to an account designated by Vendor. All amounts due by Client shall be paid in U.S. dollars.
2.08 Total Cost of Vendor’s Services
Exclusive of any fees incurred under this Agreement, the total cost of Vendor’s services (the “Total Cost”) is ${{quoted_price}}. The Total Cost consists of the following payments.
(a) The first payment is a retainer fee of fifty percent (50%) of the sum of the Total Cost. Client is obligated to pay the retainer fee in full upon the Effective Date of this contract. The retainer is non-refundable and will be applied to the Event as scheduled or as rescheduled in accordance with Section 2.10. The Parties acknowledge that the retainer fee fairly compensates Vendor for committing to provide its services and for turning down other potential projects or clients.
(b) The second payment amounts to the remainder of the Total Cost. Client is obligated to provide the second payment on or before 30 days prior to the Event. If unpaid 30 days before the event, Client forfeits their reservation. If the final payment is not received by the due date, Vendor may treat the reservation as forfeited, cancel performance obligations, and retain the retainer as liquidated damages.
2.09 Conditional Charges
2.09(a) Travel
A travel charge applies if the roundtrip distance from Vendor’s principal place of business (116 Summer House Lane, York, PA 17408) to the Event location exceeds seventy-five (75) miles roundtrip. Miles beyond seventy-five (75) roundtrip will be charged at $1.00 per mile.
2.09(b) Overtime
Overtime is governed by Section 2.01(c) and billed at the rate stated therein unless otherwise specified in the invoice/proposal.
2.09(c) Late Payment; Collection Costs
Should Client fail to make any payment when due under this Agreement, Vendor may assess interest on the unpaid balance at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) simple interest, or the maximum rate permitted by applicable law, whichever is less, accruing from the date the payment was due until paid in full. Client agrees to reimburse Vendor for any reasonable costs incurred in collecting past due amounts, including collection agency fees, court costs, and reasonable attorneys’ fees.
2.09(d) Post-Event Print Order
If Client requests prints after the Event, Client may purchase a full-gallery print order for a $250 fee, which includes shipping and handling. Applicable sales tax is additional. Vendor will print the images in the same sizes and format as originally produced at the Event and will ship the order within ten (10) business days after payment is received. Images will be printed one time as a full-gallery order; individual-image printing is not available.
2.10 Cancellation or Reschedule by Client
(a) Cancellation. Client may cancel the Event by providing written notice to Vendor. Client acknowledges that Vendor will suffer damages that are difficult to determine (including, without limitation, lost opportunities, administrative costs, and the inability to rebook the date). Therefore, the retainer paid by Client shall be retained by Vendor as liquidated damages and not as a penalty. Any amounts paid in excess of the retainer shall be refunded, less any non-refundable third-party costs incurred by Vendor on Client’s behalf (if any), provided such costs are itemized upon request.
(b) Reschedule (Non–Force Majeure). Client may request to reschedule the Event by providing written notice to Vendor. Rescheduling is subject to Vendor’s availability and must be confirmed in writing by Vendor. If Vendor is available and agrees to the new date, the retainer will be applied to the rescheduled Event and an amended agreement and/or updated invoice may be required. If Vendor is not available for the requested new date, the request will be treated as a cancellation under Section 2.10(a).
(c) Force Majeure Reschedule Window. If the Event is impacted by a force majeure occurrence as defined in Section 6.02, and Client provides notice as required therein, Client may reschedule the Event without any cancellation fee or rescheduling fee provided that: (i) Vendor is available for the new date; and (ii) the rescheduled Event date occurs within three (3) months of the original Event date. In such case, the retainer will be applied to the rescheduled Event and an amended agreement and/or updated invoice may be required.
(d) Force Majeure Beyond Three (3) Months. If the rescheduled Event date due to force majeure is more than three (3) months after the original Event date, and Vendor agrees to the new date in writing, Client shall pay a rescheduling fee equal to twenty percent (20%) of the Total Cost to confirm the new date, and the retainer will be applied to the rescheduled Event. If Vendor is not available for a date beyond three (3) months, or Client does not confirm a new date, the matter will be treated as a cancellation under Section 2.10(a) and the retainer will be retained as liquidated damages.
(e) Last-Minute Reschedule Requests. If Client requests to reschedule within thirty (30) days of the Event date (for reasons other than force majeure), Vendor may, in its reasonable discretion, treat the request as a cancellation due to the reduced likelihood of rebooking the date, in which case Section 2.10(a) applies.
(f) No Retainer Refund. At no time is the retainer refundable, including in the event of cancellation, reschedule, or force majeure.
2.11 Cancellation by Vendor; Substitution
In the event Vendor cannot perform its obligations in any or all parts of this Agreement due to circumstances outside of Vendor’s control (including, without limitation, illness, injury, emergency, acts of God, accidents, or equipment failure), Vendor (or a responsible party) will: (a) promptly notify Client in writing; and (b) use reasonable efforts to provide a comparable substitute attendant and/or equipment of equal or greater value at Vendor’s discretion. If Vendor is unable to provide Services (or a comparable substitute), Vendor will refund or credit Client for any services not rendered, and Client will be excused from any further payment obligations for unrendered Services.
2.12 Exclusivity of Photo Booth Services
Client agrees that Vendor is the exclusive provider of photo booth services at the Event. No other photo booth, roaming photo booth, iPad booth, selfie station, or similar guest-operated photo capture experience (paid or unpaid) may be operated at the Event during Vendor’s Service Time without Vendor’s prior written consent. This provision does not restrict Client from hiring event photography and/or videography services.
2.13 Safe Working Environment; Guest Conduct
Client shall use best efforts to provide Vendor and Vendor’s staff a safe working environment. Vendor may pause or end service if Vendor reasonably determines that conditions are unsafe or unworkable, including but not limited to abusive behavior, harassment, intoxicated guests interfering with operations, physical interference with equipment, or damage/misuse of Vendor’s property. Vendor will make reasonable efforts to notify Client or the day-of contact and allow an opportunity to remedy the issue when feasible. If the issue cannot be remedied promptly or continues, Vendor may discontinue services without liability, and Client remains responsible for the Total Cost.
2.14 Minors
Client acknowledges that any minor guests and any persons under the age of twelve (12) must be accompanied by a responsible adult while using the photo booth. Vendor may refuse service to unattended minors.
ARTICLE III
CREATIVE CONTROL
3.01 Vendor’s Right to Use Creative Content
Vendor has the right to and the responsibility for control of the content produced under the terms of this Agreement. Client grants permission to Vendor and its assigns, licensees, and successors in interest, to use Client’s image, or likeness in any and all forms of mediums for commercial purposes, advertising, trade, personal use, or any and all other uses. For example, Vendor may use Client’s likeness and image on Vendor’s website, social media, or other advertising. Vendor has the right to use negative materials, transparencies, and electronic digital images taken under this Agreement for purposes of creating and displaying samples of Vendor’s work, entry in photographic exhibitions, and other photographic contests, editorials, or art displays and general displays. Vendor further has the right to use these materials on mediums controlled by third parties, including but not limited to websites, blogs, magazines, publications, and advertisements.
Vendor reserves the right to use images produced with its photo booth under this Agreement to transfer to a third-party, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt, and create derivative works, and to reproduce the same images, in each case for the purpose of promoting the Vendor, its services, and other good-faith business purposes. External photos and videos showing persons using the booth may also be used in forms of marketing across print, digital and social media platforms. Client represents that, to the extent required, Client has obtained any necessary permissions from individuals it controls or directs (including Event staff it hires) and will not knowingly instruct Vendor to use images of individuals who have expressly objected to such use. Vendor will honor reasonable written requests by Client to refrain from using specific images of Client. In the event that any copyrighted work(s) are created as a result of the services provided by Vendor in accordance with this Agreement, Vendor owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law, whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Vendor and may be used in the reasonable course of Vendor’s business.
3.02 License
Vendor grants Client a non-exclusive license to use Vendor’s products for the personal use of Client and any of the Event’s attendees. Personal use includes, but is not limited to, use within the following contexts: (a) on social media pages or profiles; or (b) in personal creations, such as a scrapbook or personal gift; or (c) in communications, such as a newsletter or email or holiday card.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.01 Representations and Warranties of Client
Client represents and warrants to Vendor as of the Effective Date that:
(a) Client has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Client and the performance by Client of the obligations hereunder have been duly and validly authorized by all necessary actions on the part of Client. This Agreement has been duly and validly executed and delivered by Client and, assuming due authorization, execution and delivery by Vendor, constitutes a valid and binding obligation of Client enforceable against Client in accordance with its terms.
(b) Client has spent a satisfactory amount of time reviewing Vendor’s work and has a reasonable expectation that Vendor will perform services in a similar manner and style unless otherwise specified in this Agreement. However, Client understands and agrees that: (i) every client is different, with different tastes, budgets, and needs; (ii) photography services are often a subjective art and Vendor has a unique vision, with an ever-changing style and technique; (iii) Vendor will use its artistic judgment when providing Client with services, which may not include strict adherence to Client’s suggestions; (iv) Vendor shall have final say regarding the aesthetic judgment and artistic quality of Vendor’s services; and (v) dissatisfaction with Vendor’s aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
(c) To facilitate the execution of this Agreement, Client will use reasonable efforts to fulfill all conditions and obligations to be promised or fulfilled by it under this Agreement so that the transaction contemplated hereby shall be consummated as soon as practicable. For example, Client agrees to inform Vendor of Client’s personal expectations and preferences in a reasonable and timely manner. Client will also cooperate with Vendor’s reasonable requests for information or assistance.
4.02 Representations and Warranties of Vendor
Vendor represents and warrants to Client as of the Effective Date that:
(a) Vendor is a limited liability company validly existing and in good standing under the laws of the state of Pennsylvania. Vendor has all requisite power and authority to carry on its business.
(b) Vendor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Vendor and the performance by Vendor of its obligations hereunder have been duly and validly authorized by all necessary actions on the part of Vendor. This Agreement has been duly and validly executed and delivered by Vendor and, assuming the due authorization, execution and delivery by Client, constitutes a valid and binding obligation of Vendor enforceable against Vendor in accordance with its terms.
(c) All services, deliverables, and/or work product under this Agreement shall be completed in a workmanlike manner consistent with the standards in the Vendor’s profession.
(d) Although Vendor shall have final say regarding the aesthetic judgment and artistic quality of Vendor’s services, Vendor will use reasonable efforts to incorporate Client’s suggestions, preferences, and desires.
ARTICLE V
INDEMNIFICATION
5.01 Mutual Indemnification; Insurance
Each Party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party and its owners, members, employees, and agents (the “Indemnified Party”) from and against any and all claims, demands, causes of action, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) the Indemnifying Party’s breach of this Agreement, including any representation, warranty, or covenant; or (ii) the negligence or willful misconduct of the Indemnifying Party or its guests, invitees, employees, contractors, or agents.
Insurance. If Client maintains event liability insurance or other applicable coverage, Client shall provide Vendor with a certificate of insurance upon Vendor’s written request. Where commercially available and permitted by Client’s policy, Client agrees to name Vendor as an additional insured for the Event. Client’s inability to obtain additional insured status shall not be deemed a breach of this Agreement.
5.02 Remedies
No remedy set forth in this Agreement is intended to be exclusive of any other remedy. Each remedy shall be in addition to every other remedy provided hereunder, or now or hereafter existing at law, in equity, by statute, or otherwise.
ARTICLE VI
LIMIT OF LIABILITY
6.01 Loss of Product
In the unlikely event that Vendor’s digital files have been lost, stolen, damaged or destroyed for reasons beyond Vendor’s control, including but not limited to camera, hard drive, or equipment malfunction, Vendor’s liability is limited to the return of all payments received for the Event. The limit of liability for a partial loss shall be a prorate amount of the files lost based on the percentage of images expected to be delivered.
6.02 Force Majeure
Either Client or Vendor may elect to be excused of any further performance obligations in the event of a force majeure occurrence outside the control of the Parties, such as, but not limited to: (a) Acts of God; (b) a natural disaster (e.g., fires, explosions, earthquakes, flooding, storms, infestation), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) actions by any governmental authority; (g) national or regional emergencies; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.
(a) Force Majeure Reschedule Terms
Client will be relieved of any cancellation fee or rescheduling fee only as provided in Section 2.10(c) and Section 2.10(d). At no time will the retainer be refundable. If practicable, the party asserting force majeure (the “Impacted Party”) shall give notice to the other party as soon as reasonably possible after learning that the force majeure condition will interfere with the Event. After notice, Client shall make reasonable efforts to reschedule the Event on a date suitable to Vendor, which may require execution of an amended agreement and/or updated invoice. Client’s prolonged failure to pursue reasonable rescheduling efforts (defined below) may result in discontinuance of Vendor’s obligations and treatment of the matter as a cancellation under Section 2.10(a).
Definition of Prolonged Failure to Pursue Reasonable Rescheduling Efforts: Thirty (30) days after Client provides written notice that the Event is postponed/cancelled due to force majeure, without selecting and confirming a proposed rescheduled date with Vendor.
6.03 Loss or Damage to Vendor’s Equipment
Client hereby assumes and shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of equipment used by Vendor at the Event, regardless of whether such loss, theft, damage, or destruction is caused by Client, the Event’s guests, any other persons retained by Client to provide services at the Event, or any of Client’s agents, employees or other representatives. In the event of any loss, theft, damage to, or destruction of the equipment, Client will either restore the equipment to its previous condition, replace the equipment with similar property as acceptable to Vendor at its sole discretion, or pay or cause to be paid to Vendor the fair market value of the equipment.
ARTICLE VII
TERMINATION
7.01 Termination by the Parties
This Agreement may only be terminated:
(a) By mutual written consent of Vendor and Client;
(b) By Client in the event Vendor has breached in any material respect any representation, warranty, covenant, or agreement contained in this Agreement, and when Client has notified Vendor of the breach and the breach has continued without cure for a period of thirty (30) days after the notice of breach; or
(c) By Vendor in the event Client has breached in any material respect any representation, warranty, covenant, or agreement contained in this Agreement, and when Vendor has notified Client of the breach and the breach has continued without cure for a period of thirty (30) days after the notice of breach. Any termination of this Agreement pursuant to this Article 7.01 shall be effective upon the delivery of written notice by the terminating party to the other party.
7.02 Effect of Termination
Upon termination of the Agreement, all the rights and obligations of the Parties under this Agreement shall terminate. Termination of this Agreement shall not relieve or release either of the Parties of any right or obligation which, at the time of such termination, has already accrued to such party or which is attributable to a period prior to such termination, nor will any expiration or termination of this Agreement preclude either party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement. For the avoidance of doubt, it is understood that termination of this Agreement by Vendor due to Client’s failure to make payments due under Article II hereof shall not relieve Client from the obligation to make such payments owed prior to such termination.
ARTICLE VIII
MISCELLANEOUS
8.01 Notices
Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person to receive it. Notices may also be delivered by email to the email addresses listed in the Client Information section (for Client) and Vendor’s primary business email (for Vendor), and shall be effective upon transmission. All notices, requests, and consents to be sent to a party must be sent to or made at the following addresses (or such other address as that a Party may specify by notice to the other Party):
If to Vendor:
South Central Photo Booths
116 Summer House Lane
York, PA 17408
If to Client:
{{client_name}}
{{client_street}}
{{client_city}}
{{client_postcode}}
Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the party entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
8.02 Binding Effect
This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns.
8.03 Attorneys’ Fees
If any legal action or other legal proceeding relating to any of the transactions contemplated by this Agreement or the enforcement of any provision of the documents, including this Agreement, relating to such transactions is brought against either party, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs (in addition to any other relief to which the prevailing Party may be entitled).
8.04 Waiver of Consequential Damages
In no event shall any party to this Agreement be liable to another party for any incidental, special, punitive, or consequential damages, any costs of expenses for the procurement of substitute services, or any other indirect damages, whether arising in contract, tort, or otherwise even if the possibility thereof may be known in advance to one or more parties.
8.05 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania.
8.06 Venue and Jurisdiction
If any legal proceeding or other legal action relating to this Agreement is brought or otherwise initiated, venue shall be in either the state or federal court embracing York, Pennsylvania, which shall be deemed to be a convenient forum.
8.07 Severability
If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by law.
8.08 Headings and Recitals
The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. Each of the recitals set forth herein are true and correct and are incorporated herein by this reference.
8.09 Entire Agreement and Modification
This Agreement constitutes the entire understanding of the parties as to its subject matter, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. This Agreement will not be modified or amended except in writing signed by the parties and specifically referring to this Agreement. This Agreement will take precedence over any other documents between the parties which may conflict with this Agreement.
IN WITNESS WHEREOF, the Parties caused this Agreement to be executed by their duly authorized and empowered representatives as of the Effective Date.