Services Agreement and Studio Guidelines
This Services Agreement and Studio Guidelines (the “Agreement”) is between MirrorMe (the “Service Provider”, “us”, “we” or “our”) and you (hereinafter, "Customer"). The Customer and Service Provider are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Whereas, MirrorMe is a self-portrait photography studio located at 207 Berry St., San Francisco, California 94158 (the “Studio”) that provides customers with the opportunity to use its facilities for capturing self-portraits.
Whereas, the Customer wishes to use the Studio and related services offered by the Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
SERVICES
The Service Provider offers access to unique equipment that enables customers to create self-portraits using various backgrounds and props without the need for a photographer (referred to collectively as the "Services").
DELIVERABLES
All photographs captured during the Rental Period (as defined below) (“Images”) will be in digital format and made available on a private online gallery for download no later than 48 (Forty eight) hours after the Rental Period. These Images will be delivered as high-resolution JPEG files in the online gallery. RAW files will not be provided. The online gallery will remain accessible for 10 (Ten) days from the delivery date. Please note that RAW files will be deleted after the closure of the online gallery.
The Customer acknowledges that the Service Provider is not obligated to retain copies of the Images beyond 11 (Eleven) days after the delivery of the online gallery. Any issues, discrepancies, technical problems, or complaints regarding photo quality, content, or session coverage must be brought to the service provider's attention within 5 (Five) days of gallery delivery. After this period, the service provider will not be liable for any corrections, damages, refunds, re-edits, or re-shoots. However, re-edits requested after this period may be accommodated by the service provider at an hourly rate of $20 for retouching, with a minimum of one hour required.
RENTAL PERIOD
The Customer may reserve the start and end time during which the Services to be provided (the “Rental Period”) either online at www.mirrorme.photos or by contacting the Service provider at (650)664 -0551. The Rental Period will be reserved exclusively for you. The Services will be rendered on the date and time, as mutually determined by both parties. Please note: the Rental Period includes setup and breakdown. Please arrive at least 15 minutes ahead as the session starts at the booked time, and not upon entering the Studio.
FEES
As full consideration for the provision of the Services, the Customer shall pay Service Provider fees in the amount quoted by the Service Provider during the booking process (the “Fees”). The Customer authorizes the Service Provider to place a temporary hold on the Customer's credit or debit card for the entire Fee amount upon making a reservation. The hold will be released upon the completion of the Services or will be converted to a charge upon fulfillment of the service or delivery of the product.
In the event the transaction is not completed, and a full refund is due in accordance with this Agreement, the Service Provider will release the hold within three (3) days of the transaction cancellation or non-fulfillment. The Customer acknowledges that the processing time for the release of the hold is determined by the card issuer and the Service Provider is not responsible for any delays or issues resulting from the card issuer's handling of the hold release.
The Customer agrees that no interest will be paid on the amount temporarily held, and releases the Service Provider from any liability for any charges or fees incurred due to insufficient funds or lower credit availability resulting from this authorization hold.
LATE ARRIVALS, RESCHEDULING, AND CANCELLATIONS
*All refunds will be issued to the original payment method
CLEANING AND TRASH
Customer agrees to leave the Studio and all equipment, fixtures, and props in the same condition as they were when Customer arrived. The Service Provider will handle the disposal of trash placed in the designated trash cans. A cleaning fee of $100 will be charged for excessive mess left in the Studio. All items brought to the Studio are to be removed by the Customer. Any items left behind after seven (7) days will be considered abandoned and may be disposed of or retained by the Studio for its own use, at the Studio's discretion, without compensation to the Customer. Damage caused by pets is the owner's responsibility, and the Service Provider reserves the right to refuse service to pets to ensure a safe and enjoyable experience for all.
RULES OF CONDUCT
I understand and agree that I may only use the Studio for the activities set forth in this Agreement. I further agree that I am responsible for the proper use and care of the Studio and any of the Service Provider’s property thereon, and that I will be liable for the replacement cost of any Service Provider property which is damaged, destroyed or lost.
WARRANTY
The Service Provider does not warrant in any form the results or achievements of the Services provided or the resulting Images. The Service Provider warrants that the Services will be performed by qualified personnel in a professional manner in accordance with the generally accepted industry standards and practices. The Service Provider shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.
LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 8 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY THE SERVICE PROVIDER DURING THE TERM OF THIS AGREEMENT. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.
WAIVER OF LIABILITY
Use of the Studio and the Service Provider’s equipment is at the Customer’s risk. The Customer hereby agrees that the Service Provider will not be held liable for any direct, indirect, incidental or consequential damage, injury or loss to the Customer, his/her party or possessions while in the Studio. The Customer agrees to hold harmless and indemnify the Service Provider and its owners, agents, representatives, associates, officers, employees, guests and tenants against any suit, claim, loss, accident, judgment, fine, injury or damages, including reasonable attorney’s fees. This indemnification shall continue in full force and effect during and after the term of the rental for such causes arising during the term of the rental.
EDITING OF IMAGES
To ensure our customers are fully satisfied with their final photographs, our proprietary state-of-the-art software will enhance the raw images by making minor adjustments such as, light, color, and sharpness. Currently, we do not provide additional custom editing services. Please note, we may access and review the photographs for the sole purpose of verifying the quality of the same and reliability of the equipment. Rest assured, we are committed to upholding the utmost integrity and confidentiality to protect our Customers’ privacy during the handling and review of photographs for the specific purpose outlined above.
INDEMNIFICATION
Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
THIS SECTION 13 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
LIMITATION OF LIABILITY; ACTIONS
EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CUSTOMER’S OBLIGATION TO PAY THE FEES TO THE SERVICE PROVIDER, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
FORCE MAJEURE
Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.
MEDIATION, NON-BINDING ARBITRATION, AND VENUE
In the event of any dispute arising out of or relating to this Agreement between the Service Provider and the Customer, including but not limited to the provision of Services, use of the Studio, or any related matter, the Parties agree to seek resolution in the following manner:
GOVERNING LAW AND VENUE
This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in San Francisco, California.
ATTORNEY’S FEES
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
MISCELLANEOUS
BY CLICKING “I AGREE,” BELOW, YOU ARE SIGNING THIS AGREEMENT, AND CERTIFYING THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU AGREE TO ITS TERMS, THAT YOU HAVE BEEN GIVEN A REASONABLE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, THAT YOU FULLY UNDERSTAND THE AGREEMENT, AND CHOOSE TO ENTER INTO IT OF YOUR OWN ACCORD.
This Services Agreement and Studio Guidelines (the “Agreement”) is between MirrorMe (the “Service Provider”, “us”, “we” or “our”) and you (hereinafter, "Customer"). The Customer and Service Provider are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Whereas, MirrorMe is a self-portrait photography studio located at 207 Berry St., San Francisco, California 94158 (the “Studio”) that provides customers with the opportunity to use its facilities for capturing self-portraits.
Whereas, the Customer wishes to use the Studio and related services offered by the Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
SERVICES
The Service Provider offers access to unique equipment that enables customers to create self-portraits using various backgrounds and props without the need for a photographer (referred to collectively as the "Services").
DELIVERABLES
All photographs captured during the Rental Period (as defined below) (“Images”) will be in digital format and made available on a private online gallery for download no later than 48 (Forty eight) hours after the Rental Period. These Images will be delivered as high-resolution JPEG files in the online gallery. RAW files will not be provided. The online gallery will remain accessible for 10 (Ten) days from the delivery date. Please note that RAW files will be deleted after the closure of the online gallery.
The Customer acknowledges that the Service Provider is not obligated to retain copies of the Images beyond 11 (Eleven) days after the delivery of the online gallery. Any issues, discrepancies, technical problems, or complaints regarding photo quality, content, or session coverage must be brought to the service provider's attention within 5 (Five) days of gallery delivery. After this period, the service provider will not be liable for any corrections, damages, refunds, re-edits, or re-shoots. However, re-edits requested after this period may be accommodated by the service provider at an hourly rate of $20 for retouching, with a minimum of one hour required.
RENTAL PERIOD
The Customer may reserve the start and end time during which the Services to be provided (the “Rental Period”) either online at www.mirrorme.photos or by contacting the Service provider at (650)664 -0551. The Rental Period will be reserved exclusively for you. The Services will be rendered on the date and time, as mutually determined by both parties. Please note: the Rental Period includes setup and breakdown. Please arrive at least 15 minutes ahead as the session starts at the booked time, and not upon entering the Studio.
FEES
As full consideration for the provision of the Services, the Customer shall pay Service Provider fees in the amount quoted by the Service Provider during the booking process (the “Fees”). The Customer authorizes the Service Provider to place a temporary hold on the Customer's credit or debit card for the entire Fee amount upon making a reservation. The hold will be released upon the completion of the Services or will be converted to a charge upon fulfillment of the service or delivery of the product.
In the event the transaction is not completed, and a full refund is due in accordance with this Agreement, the Service Provider will release the hold within three (3) days of the transaction cancellation or non-fulfillment. The Customer acknowledges that the processing time for the release of the hold is determined by the card issuer and the Service Provider is not responsible for any delays or issues resulting from the card issuer's handling of the hold release.
The Customer agrees that no interest will be paid on the amount temporarily held, and releases the Service Provider from any liability for any charges or fees incurred due to insufficient funds or lower credit availability resulting from this authorization hold.
LATE ARRIVALS, RESCHEDULING, AND CANCELLATIONS
- Late Arrivals. Any Customer that is late arriving to the session will have the remaining amount of time allotted for the session. All additional time beyond the scheduled end time will be billed to the Customer.
- Cancellations. Cancellations of confirmed bookings will result in the following charges:
- 48 hour or more prior to the Rental Period - Full refund
- 24 to 48 hours prior to the Rental Period - 50% refund
- Less than 24-hour notice or no-shows - No refund
*All refunds will be issued to the original payment method
CLEANING AND TRASH
Customer agrees to leave the Studio and all equipment, fixtures, and props in the same condition as they were when Customer arrived. The Service Provider will handle the disposal of trash placed in the designated trash cans. A cleaning fee of $100 will be charged for excessive mess left in the Studio. All items brought to the Studio are to be removed by the Customer. Any items left behind after seven (7) days will be considered abandoned and may be disposed of or retained by the Studio for its own use, at the Studio's discretion, without compensation to the Customer. Damage caused by pets is the owner's responsibility, and the Service Provider reserves the right to refuse service to pets to ensure a safe and enjoyable experience for all.
RULES OF CONDUCT
- Do not touch or damage the magic mirror. Any damage to the mirror will incur a damage charge of up to $5,000.
- No smoking whatsoever is allowed in the Studio or within 20 feet of any entrance.
- All beverages must be in capped bottles.
- No alcoholic beverages or non-prescription or illegal drugs are allowed.
- No one will be admitted who is under the influence of alcohol, drugs or illegal substances.
- Music/voices are to be kept at reasonable levels and not contain vulgar or offensive lyrics or words.
- No food, soap bubbles, candies, candles, dyes and powdery substances (glitters, paints, etc.)
- No pets allowed without prior consent of the Service Provider. Customer is responsible for their behavior, keep them leashed or in a carrier, and clean up any messes
- No use of large props brought by the Customer without prior consent of the Service Provider.
- No more than five (5) persons in the Studio. The Service Provider must be informed of the number of participants prior to the Rental Period begins.
- Do not unplug power cords used by the equipment in the Studio. If you require assistance with power outlets, please let a Studio representative know.
I understand and agree that I may only use the Studio for the activities set forth in this Agreement. I further agree that I am responsible for the proper use and care of the Studio and any of the Service Provider’s property thereon, and that I will be liable for the replacement cost of any Service Provider property which is damaged, destroyed or lost.
WARRANTY
The Service Provider does not warrant in any form the results or achievements of the Services provided or the resulting Images. The Service Provider warrants that the Services will be performed by qualified personnel in a professional manner in accordance with the generally accepted industry standards and practices. The Service Provider shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.
LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 8 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE, OR AGAINST INFRINGEMENT. SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY THE SERVICE PROVIDER DURING THE TERM OF THIS AGREEMENT. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.
WAIVER OF LIABILITY
Use of the Studio and the Service Provider’s equipment is at the Customer’s risk. The Customer hereby agrees that the Service Provider will not be held liable for any direct, indirect, incidental or consequential damage, injury or loss to the Customer, his/her party or possessions while in the Studio. The Customer agrees to hold harmless and indemnify the Service Provider and its owners, agents, representatives, associates, officers, employees, guests and tenants against any suit, claim, loss, accident, judgment, fine, injury or damages, including reasonable attorney’s fees. This indemnification shall continue in full force and effect during and after the term of the rental for such causes arising during the term of the rental.
EDITING OF IMAGES
To ensure our customers are fully satisfied with their final photographs, our proprietary state-of-the-art software will enhance the raw images by making minor adjustments such as, light, color, and sharpness. Currently, we do not provide additional custom editing services. Please note, we may access and review the photographs for the sole purpose of verifying the quality of the same and reliability of the equipment. Rest assured, we are committed to upholding the utmost integrity and confidentiality to protect our Customers’ privacy during the handling and review of photographs for the specific purpose outlined above.
INDEMNIFICATION
Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) its material breach of any of the terms of this Agreement. The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement of the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
THIS SECTION 13 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
LIMITATION OF LIABILITY; ACTIONS
EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CUSTOMER’S OBLIGATION TO PAY THE FEES TO THE SERVICE PROVIDER, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGREEMENT.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
FORCE MAJEURE
Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.
MEDIATION, NON-BINDING ARBITRATION, AND VENUE
In the event of any dispute arising out of or relating to this Agreement between the Service Provider and the Customer, including but not limited to the provision of Services, use of the Studio, or any related matter, the Parties agree to seek resolution in the following manner:
- Negotiation. The Parties shall first attempt to resolve any dispute through good faith negotiations. Each Party shall designate a representative with authority to settle the dispute.
- Non-Binding Mediation. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to mediation administered by the ADR Services Inc; (the “ADR”) under its Commercial Mediation Procedures.
- Arbitration. If mediation does not result in a resolution, the Parties agree to submit the dispute to binding arbitration held before a sole arbitrator and administered by the ADR under its Arbitration Rules. The arbitration shall be binding with no right of appeal.
- Exceptions. The Parties reserve their rights to resolve disputes involving less than $10,000.00 in an applicable small claims or district court in San Francisco, California.
GOVERNING LAW AND VENUE
This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any action arising out of this Agreement will be brought solely in San Francisco, California.
ATTORNEY’S FEES
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
MISCELLANEOUS
- Severability. If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
- Construction. Each Party hereto has received or had an opportunity to receive an independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
- Survival. Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either Party to this Agreement.
- Rights Cumulative. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
- Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via email or electronic signature shall be deemed as effective as an original executed signature page.
- Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
- Notices. All notices or other communications required under this Agreement shall be in writing via email the Customer used during booking.
- Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
- Entire Agreement; Modification. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties.
BY CLICKING “I AGREE,” BELOW, YOU ARE SIGNING THIS AGREEMENT, AND CERTIFYING THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU AGREE TO ITS TERMS, THAT YOU HAVE BEEN GIVEN A REASONABLE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, THAT YOU FULLY UNDERSTAND THE AGREEMENT, AND CHOOSE TO ENTER INTO IT OF YOUR OWN ACCORD.