TERMS AND CONDITIONS
Upon creation of an order, this is considered an initiated photography project with WOO Digital LLC. The project will focus on executing the shots detailed in the "Order" to the specifications detailed in the "Styling, Photography & File Delivery Specifications" section. This is contingent upon items arriving at the WOO Digital place of work on-time, complete, and ready to shoot.
SCOPE OF WORK
The scope of work for the Photography Project includes all product intake, prep, styling, photography and basic retouching to deliver web-optimized images. Additional retouching including advanced color correction, addition of clipping paths, image manipulation, and post-production for CMYK print is not included in the scope of work unless explicitly specified by WOO Digital.
Not included in the scope of work for this project is uploading images to an eCommerce website, cropping and resizing (unless specified in the specification), 360 image capture, video production or motion graphics, graphic design.
STYLING, PHOTOGRAPHY & FILE DELIVERY SPECIFICATIONS
• Items will be styled to match the selected angle examples provided on the order pages. If necessary, additional images may be sent to the client to confirm styling.
• Items will be photographed as-is. Please send the items that are the best representation of your product. Free of stains, rips, tears, peeling labels, dings, dents and other aesthetic imperfections.
• Lighting and setups will be done to the examples provided on the order pages.
• Art direction, selects, custom styling and reshoots are not included.
• Basic retouching includes knocking background to pure white, background and item clean up, and general smoothing and adjustments. It does not include advanced color correction.
• Final imagery will be delivered via electronic file transfer as web-ready .JPEG files.
The period of performance for the photography project begins upon submission of order, and ends upon delivery of the images specified in the submitted order. All work will be scheduled to complete within this timeframe. Shoot dates for specific product types and categories are available. Items that are received late, or shipped incomplete may not be able to be photographed during the specified shoot, which would extend the timeframe.
PLACE OF PERFORMANCE
WOO Digital will perform work at its own facility, located at: 1735 SE Grand Ave OR 97214. WOO Digital does not shoot on location unless specified explicitly. WOO Digital's shoots are closed shoots and not open to customers or the public, unless specified otherwise.
HOW DOES PAYMENT WORK?
Client will pay WOO Digital the price set forth in the order plus any additional expenses related to return shipping, optional add-ons, etc. The full amount of the order will be taken as an authorization on the client's credit card. WOO Digital will charge 50% of the order cost as a deposit for the upcoming work to begin pre-production.
The remaining balance of the order plus any additional requests that may have been added (such as more items shipping than were on the original order, or additional angles requested after the original order) will be charged upon delivery of files via electronic file transfer.
In most cases, WOO Digital will create a special invoice Client for any approved add-ons, requests, or other approved expenses for approval by the client and capture credit card authorization for the additional requests as an additional charge.
A monthly service charge of three percent (3%) will be assessed on any overdue balances. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. WOO Digital reserves the right to withhold delivery of imagery, and any transfer of ownership of any images and associated intellectual property rights until overdue invoices are paid in full.
WHAT IF I NEED TO CANCEL MY PHOTOGRAPHY ORDER?
We understand that sometimes things come up. However due to the labor intensive nature of photography and retouching, we cannot offer a 100% refund if the process is past a certain point.
Please review the below carefully:
The terms of service shall begin on the date the order is submitted, and continue until terminated by either Party by cancelling the order. Any such notice may be delivered electronically (by email) or by cancelling the order in the admin area of the website.
The effective date of termination or cancellation shall be the date specified in the termination notice. In the event of order is cancelled prior to delivery of services, WOO Digital's refund policy to Client is as follows:
(a) If Client cancels order after shipping their product to WOO Digital but prior to their scheduled photography shoot of Client’s product, then WOO Digital will refund Client 75% of the order total to cover expenses related to pre-production, inventory management, and prep. Return shipping cost will be deducted from the refund amount.
(b) If Client terminates the day of a shoot, or during a scheduled shoot, after photography has been completed, no refund can be provided.
EFFECT OF CANCELLATION:
If the order is terminated: (a) WOO Digital will refund Client, if applicable, any amount owed to Client within thirty (30) days from the date of cancellation; and (b) If a balance is owing, Client will immediately pay WOO Digital any and all outstanding amounts, expenses, charges, or fees due to WOO Digital under this Agreement upon termination. WOO Digital reserves the right to charge the authorized card on file for any remaining balance owing. WOO Digital reserves the right to withhold the refund payment until Client pays the outstanding amounts owed to WOO Digital.
OTHER IMPORTANT LEGAL THINGS:
Client shall ship to WOO Digital Client’s product F.O.B. destination, at which time risk of loss shall pass to WOO Digital. All freight, insurance and other shipping expenses (including taxes, duties and similar charges) shall be borne by Client. Upon receipt, WOO Digital shall record the inventory. WOO Digital maintains insurance coverage to cover the loss or damage to Client’s property in WOO Digital’s possession, but only up to the amount of Client’s full replacement cost as noted. WOO Digital will not be liable for: (a) any cost of replacement beyond the amount covered by insurance, or (b) products in transit to and from the WOO Digital’s studio. After completion of the Services, WOO Digital will ship Client’s product back to the return shipping address provided.
Each Party acknowledges that it may receive certain confidential or proprietary technical and business information and materials of the other Party, including without limitation preliminary works, in connection with this Agreement. Such information shall only be deemed to be “Confidential Information” if the disclosing party has marked such information as “confidential,” “proprietary” or similarly at the time of disclosure; provided that whether or not marked as confidential, WOO Digital’s Confidential Information shall include, without limitation, the terms of this Agreement, financial information and employee information; information regarding WOO Digital products, marketing plans, business plans, customer names and lists, and associated developments, improvements, know-how, code (object and source), programs, software architecture, production automations, workflow automations, technology and trade secrets (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
RELATIONSHIP BETWEEN THE PARTIES
WOO Digital is a service provider and vendor, not an employee of Client or any company affiliated with Client. WOO Digital shall determine, in WOO Digital’s sole discretion, the manner and means by which the Services are provided. This Agreement does not create a partnership or joint venture and neither Party is authorized to act as agent or bind the other Party except as expressly stated in this Agreement. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by WOO Digital, and WOO Digital shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by WOO Digital. WOO Digital shall be permitted to engage and/or use third parties or other service providers as independent contractors in connection with the Services. Notwithstanding, WOO Digital shall remain fully responsible for such third parties’ compliance with the various terms and conditions of this Agreement.
Client agrees not to directly or indirectly: (a) solicit, recruit, or entice any stylist, employee, photographer, model, or retoucher of WOO Digital, whether or not said person has worked on Client’s Deliverable(s), to cease, terminate, or reduce any relationship with WOO Digital, or (b) engage or employ, on a full-time, part-time, consulting, work-for-hire or any other kind of basis any designer, employee, photographer, or retoucher of WOO Digital.
LIMITATIONS OF LIABILITY
In no event will WOO Digital be liable to Client or any third party for damages of any kind, including special, direct, indirect, incidental, consequential, or punitive damages (including without limitation any lost profits, business interruption, or loss of data), even if WOO Digital has been advised of the possibility of such damages, arising from or connected with the Services, use of the Deliverable(s), or this Agreement. WOO Digital’s total liability for all damages, losses, and causes of action (whether in contract, tort, or otherwise) is limited to the total amount of payments made by Client to WOO Digital under this Agreement for a Proposal that is currently in effect (or if no Proposal is currently in effect, then the last Proposal in effect). This limitation of liability shall apply even if the express warranties set forth below fail in their essential purpose.
If Client is a California resident, Client waives California civil code section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
WOO Digital represents and warrants to Client that all work will be performed in a timely and professional manner, in accordance with the specifications of the applicable Proposal. WOO Digital makes no other warranties of any kind for any Services provided under this Agreement, express or implied, oral or written, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. WOO Digital does not warrant that the Deliverable(s) will be error-free or that defects, if any, will be corrected, nor does WOO Digital make any representations about the reliability, quality, completeness, usefulness, performance, or security of the Deliverable(s) or Services.
INTELLECTUAL PROPERTY RIGHTS
Reservation of Rights and WOO Digital’s License to Client. Subject to the limited rights expressly granted hereunder, WOO Digital reserves all rights, title, and interest in and to intellectual property, trade secrets, copyrights, and other proprietary property created by WOO Digital for its own account or for any other third party, including photography techniques (“Reserved Material”). Client may not sell, give away, distribute, rework, make derivative works of, or reverse engineer the Reserved Material. No rights are granted to Client hereunder other than as expressly set forth herein.
Creative Work. “Creative Work” means all content and photography incorporated on a Client’s website and the resulting Deliverable(s) in connection with Services provided under this Agreement. Creative Work does not include Reserved Material.
Assignment. WOO Digital retains all rights, title, and interest in the Creative Work until WOO Digital assigns Client such rights pursuant to this Agreement. WOO Digital assigns to Client all rights, title, and interest in the Creative Work after: (a) Client pays WOO Digital in full, including without limitation additional costs, fees, charges, and expenses pursuant to this Agreement, and (b) Client’s acceptance of Deliverable(s).
Client’s License to WOO Digital. Client grants an irrevocable, perpetual, royalty-free, worldwide license and sublicense in and to the Deliverable(s) to use, reproduce, store, and archive for WOO Digital’s portfolio, marketing, and other business purposes.
INDEMNIFICATION BY CLIENT
Client will defend and indemnify WOO Digital for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of this Agreement or Client’s use of Services under this Agreement, including but not limited to: (a) any allegation that any material provided by Client to WOO Digital infringes any copyright, trademark, or patent, or constitutes a misappropriation of any trade secret, or violates any other intellectual or proprietary right of any person; or (b) Client’s modification of the Creative Work, where the infringement, misappropriation, or violation of any intellectual or proprietary right would not have occurred but for the modification.
INJUNCTIVE AND EQUITABLE RELIEF
The Parties agree that the remedy at law for any breach or threatened breach may, by its nature, be inadequate, and that in addition to damages, the other Party will be entitled to temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained and without the necessity of posting a bond.
AMENDMENT; WAIVER. THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN DOCUMENT SIGNED BY THE PARTIES’ AUTHORIZED REPRESENTATIVES. NO WAIVER WILL BE BINDING UNLESS IT IS IN WRITING AND SIGNED BY THE PARTY MAKING THE WAIVER. A PARTY’S WAIVER WILL NOT BE A WAIVER OF ANY OTHER PROVISION OR A WAIVER OF A SUBSEQUENT BREACH OF THE SAME PROVISION.
Notices. Unless otherwise noted in this Agreement, all notices or other communications required or permitted by this Agreement must be in writing, must be delivered to the Parties at the addresses set forth on the signature page, or any other address that a Party may designate by notice to the other Party, and are considered delivered: (a) upon actual receipt if delivered personally, by email, fax, or by a nationally recognized overnight delivery service; or (b) at the end of the third business day after the date of deposit, if deposited in the United States mail, postage pre-paid, certified, return receipt requested.
Termination; Severability; Survival. The termination of this Agreement, regardless of how it occurs, will not relieve a Party of obligations that have accrued before the termination. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.
Governing Law. This Agreement is governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement.
Venue. Any dispute or proceeding, including any motion for an order to compel arbitration, or interim relief pending an arbitrator’s resolution, must be filed in Multnomah County Circuit Court in the State of Oregon, and each Party consents and submits to the jurisdiction of the Multnomah County Circuit Court.
Attorney’s Fees. In any arbitration or judicial proceeding arising from or related to this Agreement, the prevailing party is entitled to an award of its reasonable attorney’s fees, costs, and expenses incurred.
Negotiated Agreement; Integrated. This Agreement contains the entire understanding of the Parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the Parties with respect to the subject matter of this Agreement.
Signature & Acceptance. By clicking "I agree to Terms & Conditions" in check-out and completing an order, this signifies an agreement and acceptance to the terms and conditions. In the event that this agreement is signed as a Master Services agreement, An electronic transmission of a signature page will be considered an original.