Client: CLIENT_NAME

Event Date: WEDDING_DATE

Location: WEDDING_CITY_STATE

BILLING_INFO

PRODUCT_INFO

ORDER_PRICES

ORDER_INFO

THIS IS A LEGAL CONTRACT. PLEASE READ CAREFULLY. This contract (the “Contract”) is made by and between the client named above (“You,” “Yours”) and Sound Originals, LLC d/b/a Original Weddings (“We,” “Us,” “Ours”). This Contract supersedes prior and simultaneous agreements between both parties.

THIS CONTRACT INCLUDES A MANDATORY ARBITRATION CLAUSE IN SECTION 17, AS WELL AS A PROVISION FOR LIQUIDATED DAMAGES IN THE EVENT OF A CANCELLATION BY YOU IN SECTION 14.

1. PRODUCTS AND SERVICES.

You have reviewed our online booking form outlining a variety of options for photography and/or videography services, including options for coverage hours, staffing and deliverables. After critically reviewing our work samples presented on our website portfolio, you have selected and/or configured a specific set of products and services (the “Package”) from our online booking form, and you have identified both a specific date on which you are retaining our services (the “Event Date”) along with the general service area near the city and state from a list provided by us (the “Location”). The Package, Event Date and Location you identified are displayed above. By digitally signing this Contract in the box provided above, and by clicking the button to process payment above, you confirm the following: (a) the Package contains a full description of the products, services, staffing and deliverables that you have requested and will receive from us; and (b) the Event Date identified by you, and displayed above, is correct, and cannot be changed except as expressly provided in Section 14.

2. PAYMENTS.

(a) Package Price. The price you agree to pay to us for the Package, plus applicable taxes and fees, is sometimes referred to in this Contract as the “Package Price.”

(b) PAYMENTS ARE NONREFUNDABLE. To retain us to provide your Package on the Event Date in the Location identified above, you agree, contemporaneously with signing this Contract, to pay us an amount equal to at least fifty percent (50%) of the Package Price (such fifty percent (50%) amount, the “Retainer”). The Retainer is earned in full upon receipt, is a reservation fee and is not a deposit, covers immediate, non-returnable services and access to digital planning materials, and is paid in exchange for reserving your Event Date, committing resources and assigning photographer(s), videographer(s) and/or editor(s) for your Package, and our immediate performance of services, planning and related commitments. As a result, our ability to accept other projects becomes limited, and the resulting business impact and opportunity costs are difficult to reasonably quantify at the time of contracting.

You understand that the Retainer is nonrefundable for any reason, which is not a penalty, but instead represents our costs and expenses incurred as a result of your execution of this Contract and our immediate work and services provided thereafter. You acknowledge and agree that the Retainer is fair and reasonable in light of these factors and is not a penalty. Your Retainer and other payments compensate us for our immediate work to arrange and coordinate services and other matters necessary to provide the Package, such as, but not limited to: securing, assigning and training photographer(s) and/or videographer(s) for the Event Date that you have selected; committing staffing resources for your pre-event planning and advisory services; creation and administration of your online portal and questionnaire (the “Client Portal”); research, planning and virtual scouting of your chosen event venue(s); employee salaries, time, effort and expenses associated with preparation and coordination of planning documents; employee salaries, time, effort and expenses associated with recruiting, selecting, hiring, coaching, training, assigning, evaluating, and preparing any contractors, photographers, videographers, editors, and/or employees involved in the planning, preparation and production of your Package; hiring, securing and training editor(s) for the post-processing and post-production of your Package; our financial investments and advance commitments to third parties, suppliers or contractors regarding technology, compliance and payment systems, photography or videography editing services, production software and systems, and data storage systems necessary for your Package; and other commitments, costs, expenses and salaries paid to employees, independent contractors, suppliers, vendors and third parties relating to our preparation for your Package; and our granting of your access to our proprietary online planning guide and other exclusive written materials and articles.

You expressly acknowledge that our services described in this section 2(b) begin immediately after you sign this Contract and are provided and prepared for you before the Event Date itself, and represent a critical component of our overall services to you. If you make an initial payment greater than the Retainer, such as paying the entire Package Price while executing this Contract, you agree that all such payments are also earned upon receipt and are nonrefundable. You agree that your obligation to pay the Retainer and all other payments arises immediately upon execution of this Contract and is absolute and not contingent upon the successful processing or completion of any payment transaction. Your Retainer and all other payments made under this Contract compensate us for services, planning, coordination, and commitments that begin immediately upon execution of this Contract. You understand and agree that your Package cannot be downgraded, and any coverage hour(s) you add cannot be removed or refunded.

(c) Remaining Balance(s). You agree to pay any remaining balance of the Package Price by the date (the “Due Date”) no later than thirty (30) days in advance of your Event Date. If you fail to pay the remaining balance on or before the Due Date, you will be in breach of this Contract and we reserve the right to cancel the Package without refunding the Retainer or any other payments made by you, and we shall be released from all future obligations hereunder. Your failure to pay will be considered a cancellation by you pursuant to Section 14(b). If you request to reinstate the Package after the Due Date, and if we are able to do so, you will be responsible for paying a $500 reinstatement charge.

3. DELIVERY, REVISIONS, SECURE STORAGE.

(a) Estimated Delivery Timeframe. We will make reasonable efforts to complete and deliver the photo and/or video products specifically identified in the Package (collectively, the “Products”) as soon as reasonably possible after the Event Date. Typical delivery timeframes are approximately three (3) to eight (8) weeks for photography products and four (4) to twelve (12) weeks for videography products. In all cases, delivery will occur no later than eight (8) months after the later of (i) the Event Date, and (ii) the date on which all outstanding invoices have been paid and all required information has been provided to allow editing to begin.

(b) Condition Precedent to Delivery; Invoice Payment Period. Payment of all outstanding invoices is a condition precedent to delivery of any Products. If Products are ready for delivery and any invoice remains unpaid, we will notify you through the Client Portal and/or by email. You shall have thirty (30) days from such notice (the “Invoice Payment Period”) to pay all outstanding amounts. If you fail to pay all outstanding invoices within the Invoice Payment Period, you will be in breach of this Contract, and we shall have no obligation to deliver, store, preserve or maintain any Products or raw materials thereafter, and shall have no liability for loss, deletion or unavailability of such materials. If you have purchased any rush editing services, all outstanding invoices must be paid before delivery will occur. Upon full payment, we shall have up to five (5) additional business days to deliver the Product(s), regardless of any original rush delivery estimate or deadline.

(c) Delivery Notice; Review and Download Period.  Once all outstanding invoices have been paid and any Product(s) are ready, we will notify you through the Client Portal and/or by email that the Product(s) are available for download. We will reasonably save the finished photography gallery for six (6) months through third party gallery hosting service(s). Delivery notice shall be deemed effective when sent through the Client Portal or to the email address associated with your Client Portal account, regardless of whether you actually receive, open, or review such notice. Upon such delivery notice, you agree to a fourteen (14) day period (the “Review Period”) to access, review and download the Product(s). The Review Period applies separately to each Product at the time it is delivered (e.g., photo gallery, highlight video, documentary film, or any revised version). You understand and agree that the Review Period represents a commercially reasonable period of time for you to access, critically review and download the Product(s), taking into account our storage, bandwidth, and server capacity constraints. You acknowledge that it is your responsibility to monitor the Client Portal and the email address associated with your account for delivery notifications.

(d) Client Responsibility; Acceptance of Products; Revisions. You are solely responsible for downloading all Products to your personal device(s) during the Review Period. If you download any Product, or if the Review Period expires without a written revision request submitted through the Client Portal, the Products will be deemed accepted and in good working order, delivered in accordance with this Contract, and you confirm your satisfaction with your Products, and you release us from all responsibility or liability relating to such Products thereafter, including any responsibility to save or store the Products, the raw materials, or any project files used to create or edit the Products. If you are not fully satisfied with any Product, or fully satisfied with your experience or the services we provided to you, you agree to notify us in writing through the Client Portal before downloading any portion of the Product and before expiration of the Review Period. Submission of a revision request does not extend, pause or restart the Review Period unless we expressly agree in writing. Revisions are not included in the Package Price and may be commissioned at the rate of $250 per hour. We will provide an estimate of the required editing time before commencing revision work. All revision fees must be paid in full before any revised Products are made available.

(e) Storage; Deletion; Reactivation. We may offer you extended storage or backup services, and we do not automatically provide them unless you specifically ordered them within your Client Portal. Products and raw materials may be permanently deleted after expiration of the Review Period, including original and revised versions, without further notice to you. If you request retrieval, and if we or our storage provider are able to do so, a recovery fee of $100, plus a retroactive storage fee of $125 per month calculated from the original delivery date, must be paid. If your Package includes any physical product(s), such as an album, you must complete design, approval and ordering within ninety (90) days of delivery of the photo gallery. Failure to do so may result in forfeiture of such product(s) without refund or credit.

4. REIMBURSEMENT, MILEAGE, TRAVEL, INSURANCE, MEAL BREAK.

(a) Reimbursement. You agree to reimburse us for all incidental charges and out-of-pocket expenses incurred by us or our employees, contractors, and/or agents in connection with providing the services and Products comprising the Package, including travel, parking fees, tolls, ferry tickets, permits, licenses, admission charges, sales or use taxes and fees, and mileage.

(b) Mileage and Location. For purposes of this Contract, the “Location” refers to the general service area selected by you during the booking process from a predefined list of city-and-state options provided by us. You selected WEDDING_CITY_STATE, which is also displayed at the top of this Contract. We rely on your selection of a Location for staffing, travel planning, logistics and mileage calculations. Your actual event or wedding venue, or any additional stops or destinations provided by you, do not need to be within the city limits of the Location. A total of one-hundred (100) miles of driving, round trip, is included at no charge for coverage on your Event Date. All mileage calculations described in this Contract are calculated with reference to the arrival address provided by you, along with all other stops and destinations provided by you, beginning and ending at the city hall or similar primary municipal building address of the Location named above, as determined by the by Google Maps (e.g., the City Hall address for WEDDING_CITY_STATE). Additional distance beyond such mileage is charged at the rate of $1.50 per mile, per team member, with a minimum charge of $25 per team member. These charges are calculated after the Event Date and billed separately and cover our calculation, logistical, travel time and administrative costs. We, along with our on-site team members, will reasonably determine the driving route in our sole discretion, unless you contact us in writing through your online portal at least thirty (30) days in advance of your Event Date and provide us with a detailed preferred driving route and map starting and ending at the Location’s city center. Mileage charges for Engagement, Bridal or Couple’s Session(s) are contemplated in Section 9 of this Contract.

(c) Travel. If the arrival address you provide to us through your Client Portal is greater than 150 miles, one-way, with reference to the city center of the Location, or if a ferry, vessel, or aircraft is required or reasonably determined by us to be necessary for safety, reliability or other reasons, or if the total round-trip mileage is greater than 300 miles with reference to the city center of the Location, you agree to be responsible for securing and paying for all transportation and lodging expenses, such as airfare, and two (2) nights of overnight accommodation, with a separate room for each of our team members included in the Package selected by you, at an establishment reviewed and approved by us at least thirty (30) days in advance of Event Date, in addition to a $75 long-distance travel charge per team member included in the Package selected by you. You are responsible for securing and purchasing any permits, tickets or passes, if necessary, based on the venue and/or coverage location(s) of your choice, e.g., parks or other location(s) with controlled access. In the event of unusually severe weather, road closures, disruptions to transportation services, or other unsafe travel conditions, you agree to provide overnight accommodations for our team members, or to reimburse us and our team members for such costs and expenses, if we determine in our sole discretion that it is unsafe for our team members to return to the Location after your event has concluded.

(d) Insurance. Upon request, and with at least thirty (30) days written notice, we will provide standard proof of insurance documentation at no charge. If you request documentation with less than thirty (30) days written notice, you are responsible for compensating us by paying a $100 rush administrative fee. If you request any coverage modifications, such as an additional insured party, you are responsible to compensate us by paying a $250 administrative fee.

(e) Meal Break. Our team members are entitled to a thirty (30) minute meal break, included as part of the regular paid hours for all packages five (5) hours or longer. You agree to provide reasonable meals for our team members at no cost to us or our team members. You understand and agree that such meal break must end at least fifteen (15) minutes in advance of any organized activity, such as toasts, speeches or first dance(s), to allow our team members reasonable time to set up and prepare for production.

5. ADDITIONAL PRODUCTS, HOURS, SERVICES.

You understand that the Package selected above contains a full and complete description of the product(s) that you will receive from us. If a certain product is not specifically identified in the Package above, it means you have not ordered such product, and therefore will not receive it from us. You may sometimes be able to add products, services or coverage hour(s) to the Package from your Client Portal or through other methods. Such additions will be handled via separate invoice within your Client Portal, and may not be reflected on this Contract itself (e.g., additional hours will be billed via separate invoice, a record of which will be available to you within your Client Portal only.) By clicking the “Order” or “Add” button within your Client Portal for any product or service, you are making a final purchase commitment that we will rely on, even if you have not yet paid the invoice. Orders placed this way are final, non-cancellable, non-returnable, and non-refundable. For example, if you add extra coverage hours or a black-and-white photography gallery through your Client Portal, that purchase cannot be cancelled after you click “Add” or “Order,” even if you have not yet paid the invoice. Unless expressly stated otherwise, any additional products, services, orders, purchases or payments made through your Client Portal are subject to the terms and conditions contained within this Contract.

6. COPYRIGHT.

(a) Right, Title and Interest. We have and will retain all right, title and interest in and to ownership of all copyrights in all photography and videography, the raw footage and raw materials, and derivative works, including the finished Products. You are not permitted to edit, alter, modify, or create derivative works from any Products, raw footage, raw materials, or any other materials provided by us. You further agree that you will not share, sell, transfer, distribute or license any photographs or videos to any vendor, venue or any other commercial third party for any reason without our prior written permission.

(b) Photography Products. For photography Products, we grant you a non-exclusive, non-transferable “Print Release” only. You may download, store, print, copy, and display the delivered photographs (including the full gallery) for personal use, including sharing on social media, and you may order prints or albums from any source, provided that you do not apply edits, filters, color changes, retouching, or other adjustments of any kind. You agree to credit “Original Weddings” when posting or sharing photos on social media, either by including a link to our website, or by tagging our social media account(s).

(c) Videography Products. For videography Products, we grant you a non-exclusive, non-transferable license to download, store, copy, and share the finished video(s) exactly as delivered by us, for personal use (including on social media), without any edits, alterations, music overlays, cropping, re-encoding modifications, or other adjustments of any kind. You agree to credit “Original Weddings” when posting or sharing on social media, either by including a link to our website, or by tagging our social media account(s). 

7. EXHIBITION AND MODEL RELEASE.

You understand and agree that we may at any time and from time to time display and promote Products, including images and/or voices of you, and/or other persons, in raw video footage, raw photo images, and derivative works, as an example of our work, for business, editorial and/or trade advertising, work samples, client marketing, responses to any forums, message boards or reviews, entrance into competitions, and uses similar to one or more of the foregoing, in any manner of media whatsoever, including on our website and social media. You irrevocably release all claims to revenues and profits that may arise from all such use. You grant to us and our legal representatives and assigns the irrevocable and unrestricted right to use and publish such Products, including videos or photos of you, or in which you, and/or one or more of your vendors, guests, attendees, invitees, or family members may appear; to alter the same without restriction; and to copyright the same. You release us and our legal representatives and assigns from all claims and liability relating to our use of such Products, including said photos and/or videos. You warrant that you have actual authority to agree to the use of the likenesses of all persons included in the images/footage, including specifically the authority to consent on behalf of any minor children present, or that you will obtain such written authority from any minor child’s parent or legal guardian in advance of your Event Date. You represent and warrant that you shall, prior to your Event Date, provide explicit written notice to your partner, along with all of your vendors, attendees, family members, invitees, guests, legal guardian(s) of any minor children, and other individual(s) who may be present at your event(s) of all of the foregoing, and that attendance at such event(s) constitutes irrevocable consent by such persons to you, and to us, as to inclusion of such persons of their image, likeness and/or voice (including any minor child’s image, likeness and/or voice) in our Products, including raw photography and/or videography, and any derivative works, and that each of these individuals understands and agrees to the foregoing and has accepted these terms.

8. DRONE FOOTAGE.

We may provide drone footage at no extra charge. Such footage is intended only to provide scenic visuals of the general region, not any specific activity, person or structure. We do not guarantee we can provide drone footage and we make no representations that it will be included in Products. The Federal Aviation Administration administers aerial flight rules. We do not guarantee drone operation or footage will be permissible or obtainable according to such rules or for other reasons, including, but not limited to, weather, logistics, property restrictions, staffing, safety, scheduling, technical interference, or equipment availability or malfunction, either within or beyond our control. We do not offer refunds, credits or substitutions if drone footage cannot be obtained or provided, regardless of whether you have requested such footage in advance or allocated a certain period of time for the possible capture of such footage. Drone footage may not be captured on the Event Date. If you request drone footage to be captured by reasonable efforts according to our ability on the Event Date, and if permitted or obtainable in accordance with this section 8, you agree to designate an uninterrupted forty-five (45) minute period for us to safely operate the drone. We do not provide any refunds or credits whatsoever if you have designated such period of time, but we are unable to operate the drone for any reason in accordance with this section 8. If you choose not to designate this period of time, during regular paid coverage hours, or if this period of time becomes unavailable, or shortened, for any reason, we may not be able to provide drone footage on the Event Date.

9. ENGAGEMENT, BRIDAL OR COUPLE’S SESSION.

(a) Scheduling. This section only applies if you purchased an Engagement Session in your Package, which may also be referred to as a “Bridal Session” or a “Couple’s Session.” You may schedule your Engagement Session either before or after your Event Date. We will work with you within your Client Portal to mutually select a date, time and location for the Engagement Session. You agree to provide at least thirty (30) days advance notice when providing dates to us during the scheduling process. The session may last no longer than one (1) hour, within the Location’s city limits, on a weekday, scheduled at our discretion. If you request an Engagement Session on a Friday, Saturday or Sunday, and if we are able to accommodate your request, you agree to pay an additional $150 weekend surcharge. The sole purpose of an Engagement Session is to provide a limited number of edited photographs, which is generally expected to be thirty (30) to sixty (60) edited images for each one (1) hour of session time.

(b) Location. You may select a physical location for the Engagement Session within the city limits of the Location. If you select, or approve, any location outside of the Location’s city limits, a mileage fee of $1.50 per mile applies, round trip. This fee is calculated with reference to the city hall or similar primary municipal building address of the Location as determined by Google Maps (e.g., starting and ending at the City Hall of WEDDING_CITY_STATE). We may sometimes provide suggestions and ideas for locations to conduct the Engagement Session, some of which may be outside the Location’s city limits and be subject to the mileage fee described in this section. It is your sole responsibility to research the distance from the Location and understand these mileage charges during the scheduling and planning process before you approve of the location for the Engagement Session. You understand and agree that you are under no obligation whatsoever to select or approve any suggested location ideas provided by us, as you can suggest your own location ideas within the Location’s city limits to avoid any mileage charges. You agree that you are solely responsible to research the approval or permission process required to gain access to any location.

(c) Rescheduling, Duration and Cancellation. You will not receive a refund if you cancel or fail for any reason to attend the scheduled Engagement Session, or if the session cannot be conducted for any reason, such as denied access, closures, or your failure to obtain necessary permits. If you wish to reschedule, you agree to pay a rescheduling fee of $150. Your Engagement Session duration begins promptly at the scheduled start time to which you and we both agree within your Client Portal. The scheduled start time refers to the time at which your photographer arrives at the agreed arrival address, such as a parking lot or main entrance to a park or venue. If you arrive late to the session, for any reason, the session will still conclude at the original end time, and you will not receive a refund for any shortened session duration as a result of your late arrival. You may extend the session, at your photographer’s discretion, at the rate of $500 per hour, which is billed in full-hour increments only. The session’s coverage duration begins promptly at the scheduled start time, is continuous, does not pause for any reason, and includes any time spent with outfit changes, restroom breaks, transit to or from different locations, obtaining permits, walking to or from the parking lot to any photography spots, etc. Although unlikely, you understand and agree that we may cancel the Engagement Session. If we cancel, we will provide you with a refund for the actual payment you made for such session, unless we both agree to reschedule. We are not responsible for any other payments, penalties, reimbursements or fees if we cancel or reschedule. If you ordered an Engagement Session in your Package and later decide for any reason not to schedule the Engagement Session, you will receive a credit, and not a refund, for the amount you actually paid for the Engagement Session.

(d) Photographer. We will make reasonable efforts to provide the same individual photographer for your Engagement Session and your wedding on your Event Date, if they take place within the same Location, but you understand and agree that we retain full and sole discretion to select the photographer(s) and videographer(s) present on your Event Date as contemplated in Section 12. You understand and agree that any request you make after your Engagement Session to use the same photographer, or to instead use a different photographer, on your Event Date may not be possible, and may not be granted, due to our scheduling, staffing or other administrative constraints, or for other reasons. You understand and agree that an Engagement Session is not a “trial” for a specific photographer.

10. LIMIT OF LIABILITY.

(a) You understand and agree that there is a chance, although unlikely, that we may be unable to attend your wedding on your Event Date. In the unlikely event that any or all of our photographer(s), videographer(s), contractor(s), or agent(s) are injured, become ill, or otherwise become unavailable for any reason, we will make reasonable efforts to secure a replacement or replacements. Our effort to secure replacement(s) may sometimes be referred to as the “Emergency Back-Up Plan” or similar in correspondence. If we do not find a suitable replacement, our responsibility and liability is limited to the return of payments from you received for the Package, less products or services rendered or delivered. If your Package includes multiple photographer(s) and/or videographer(s), and a certain number of those individuals cannot be replaced, any refund due for any reason contemplated in this clause 10(a) will be based on the difference in price between a comparable package with the number of photographer(s) and/or videographer(s) provided to you, e.g., the difference in price between a 2-photographer package and a 1-photographer package. For photography and videography combination packages, photography services will be valued at no less than two-thirds of the total Package Price. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, AT NO TIME SHALL WE BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.

(b) Arrival. We will make reasonable efforts to arrive at the designated arrival address by the scheduled arrival time, along with transportation to and from any additional stop(s) or location(s) requested by you, e.g., driving from your hotel to your reception venue, but we are not responsible for delays caused by factors outside our reasonable control, such as excessive traffic, road conditions, mechanical breakdowns, interruptions in cellular or GPS map functionality, valet parking delays, weather, lack of appropriate parking, or other reasons, or events constituting “force majeure”. You understand and agree that we will not provide any refund whatsoever for any reduced coverage hour(s) or any missed activities arising from or related to any of the occurrences described in this clause 10(b).

(c) General Limitations. We exercise reasonable care with respect to exposure, production, capture, transportation, and processing of raw footage and images. However, in the unlikely event that videos or photos have been lost, stolen, damaged or destroyed for any reason, whether within or beyond our control, our liability is limited to the return of all payments received, less Products or services rendered. The limit of liability for a partial loss of videos or photos shall be a prorated amount of the material lost based on the percentage of total footage, determined by us. If you hold any portion of the event outdoors, or in any setting exposed to natural or non-standard elements or conditions, you understand and agree that we are not responsible for equipment malfunction related to or arising from weather conditions, such as heat, wind, or water, and no refund shall be provided due to loss or damage arising from such conditions. You understand and agree that low-light environments may affect the technical quality of any photography or videography, e.g., “noise,” and you agree that we are not responsible for such results, as they are normal and common for low-light photography and/or videography. You grant us sole discretion to determine whether any location chosen by you is suitable or safe for production, and understand that we may pause or stop production in our sole discretion for any reason, including to protect the integrity of our equipment or to ensure our safety, and that no refund shall be provided in such circumstance for any reason. You understand and agree that we will select the method of delivery for all Products and are not required to provide technical support.

(d) Venue Restrictions, Moments, Notice. You understand and agree that venue rules, environmental and weather conditions, timeline constraints, logistical circumstances, safety or creative considerations, and other factors, may limit our ability to photograph or film certain moments or activities. We do not guarantee the capture of any specific moment, activity, person, detail or event, including but not limited to first looks, dances, ceremonies, processionals, recessionals, first kisses, license signings, entrances, or speeches (collectively, “Moments”). You agree that Moments may not be captured due to circumstances within or beyond our control, including without limitation: timeline delays, insufficient notice, lighting limitations, equipment malfunction or overheating, guest or vendor interference, or Moments occurring or beginning before our team has been notified and prepared to capture them. You are solely responsible for ensuring that our team receives at least fifteen (15) minutes advance notice before any Moment and for confirming that we are present and ready to begin production before such Moment begins. Weddings and events involve continuous activity and simultaneous interactions throughout the day, and not every Moment or detail will be captured or included in the final delivered Product.

(e) Waivers, Releases, Contracts or Agreements. In connection with providing our services, we are not required to enter into any agreement with any third party, including any contract, waiver of any right or remedy, release of any claim, indemnity, hold-harmless agreement, or similar document, or to satisfy any insurance or risk-allocation requirement, that may be requested or required by or on behalf of any third party, including the owner, operator, manager, or agent of any venue, property, location, or other vendor selected by you. You acknowledge that you are solely responsible to select an event venue, property, or location where we can provide our services without being required to agree to any such terms or requirements. We will not refund any payments made by you if (i) we are not granted access, (ii) access is denied, limited, delayed, or conditioned, or (iii) we otherwise cannot provide services, due to our not entering into any such agreement or meeting any such requirement, or due to any other demand, restriction, rule, permit requirement, or condition imposed by your venue, property, location, or any third party. Such circumstances shall be deemed a cancellation by you pursuant to Section 14, and will not be deemed a cancellation by us for any purpose under this Contract. This section does not restrict your ability to choose or change venues; it allocates responsibility for ensuring venue requirements are compatible with our services and terms.

(f) Creative Control. You agree that we retain full creative, artistic, production and editorial discretion over all aspects of the photography and videography services and the Products, including what is captured, selected, edited, omitted and delivered, including the file format and resolution, and that no specific moment, person, activity or aesthetic result is guaranteed.

(g) Definitions. These definitions may not apply if you have not selected or ordered these specific Products. “Photo Gallery”, “Digital Images,” or “Edited Digital Images” refers to a single folder or online gallery of images that we select, present and deliver to you. We may offer you the opportunity to request one (1) of our existing editing styles, which may be referred to by terms such as “Timeless,” “Airy” or “Rustic.” “Highlight Video” is defined as a short-form video, generally four (4) to seven (7) minutes in length, that includes a montage or compilation of video and audio clips or segments that we select, edit, produce and present, and that represent various aspects of your wedding day, but may not include all moments and may omit some moments. “Documentary Film” is defined as a single long-form video that may include your wedding ceremony and speeches, in addition to some other video and audio clips or segments that we select, edit, produce and present, and that represent an overview of various moments and activities that took place during your wedding day, but may not include all moments and may omit some moments. A Documentary Film’s length is generally determined by the length of the portions of the ceremony and speeches, and any other events, clips or segments, that were actually captured by us and selected for inclusion. A “Ceremony” refers to the single, scheduled matrimonial event during which the couple engages in their formal wedding proceedings, which may include the processional, vows, exchange of rings and pronouncement. “Ceremony” refers solely to this organized event, and does not include pre-ceremony activities, unplanned or informal rituals, or any events occurring outside the single and primary event. “Toasts” or “Speeches” refer solely to the single planned activity during the wedding reception in which a designated number of individuals deliver prepared, organized, or pre-planned remarks; these terms do not include spontaneous announcements, informal comments, or any remarks delivered outside of that single planned activity. “Video Guestbook” or “Guest Interviews” refer to any interviews, remarks, comments or video or audio messages recorded at various points throughout the day with you, your family members or any other guests or attendees. You understand and agree that we cannot and do not guarantee full or uninterrupted coverage of the ceremony, toasts, speeches or any other event or moment, including any interview(s) included in a Video Guestbook if purchased, and that certain portions may be partially recorded, not recorded, unusable, or omitted from the final Products due to technical, logistical, environmental, venue-imposed, or other limitations. If you purchase a Video Guestbook, it is your responsibility to arrange the logistics of such interviews and coordinate all matters necessary, including scheduling the interviews within their timeline and arranging for their interview subject(s) to be present at such time for us to record such interviews, as we are not responsible for asking guests to participate or for scheduling the interviews, and therefore we do not guarantee any minimum number of interviews. “Raw Video Footage” or “Raw Footage” refers to the unedited source files from our camera(s) and/or audio device(s), made available in a format that we select, and is generally presented as separate files, clips or folders available for download from a server. The inclusion or omission of any particular moment, person or activity in the highlight video, documentary film, or any other Product shall be within our sole editorial and creative discretion.

(h) You understand and agree that any information provided to us, e.g., a wedding timeline, inspiration board, or shot list, are for reference purposes only, and are not a set of instructions. We cannot guarantee that we will follow any instructions. Our website portfolio is a broad representative sample of our work product and we do not maintain a portfolio for any individual team member. Photography and/or videography materials are artistic forms of expression, are inherently subjective, and can be influenced and affected by many factors during the production and post-production process, e.g., natural and artificial lighting, time of day, low-light situations, weather, personal tastes and preferences of the actual photographer or videographer and/or you, and other circumstances either within or beyond our control. You agree that dissatisfaction with artistic style, editing decisions, or the number or type of images delivered does not constitute a failure to deliver the Products. Editing includes basic stylistic color adjustments applied to the entirety of a photograph or the video as a whole, and does not include advanced or specialty techniques, such as removing objects, skin softening, blemish removal, straightening, layering, dual-exposure, shake reduction, cropping, noise reduction, removal of grain, brush or targeted adjustments of any kind, or any other advanced process. We make no guarantee either expressed or implied in regard to aesthetic qualities. Images or video captured in low-light situations may contain ‘grain’ or ‘noise,’ which is normal for low-light environments. Photography Packages include a Photo Gallery only, consisting of edited images that we select, cull, review and edit at our sole discretion, and neither include raw images nor every image captured. Your Photo Gallery does not have a defined minimum or maximum number of final edited images. Requests for revisions to your Photo Gallery, including requests to search for additional or allegedly missing images, are subject to our sole discretion and to the revisions policy and payment terms in Section 3. Videography Packages include only the product(s) specifically identified in the Package listed above, e.g., a “Highlight Video,” and do not include the raw files, unedited footage or source materials, or any other video(s) whatsoever unless specifically identified in the Package above. At our sole discretion, raw photo and/or video materials, such as the entire collection of unedited material(s), may each be made available for purchase for $1000 each.

(i) Raw Materials. Notwithstanding anything to the contrary, access to raw materials may be subject to separate terms and conditions. You agree that you have been provided with the opportunity to review those separate terms and conditions prior to executing this Contract, and that you are fully satisfied, fully agree and fully understand such separate terms and conditions. Consistent with federal copyright law, preparing derivative works or performing edits of any raw materials is expressly prohibited. If you desire to obtain any right, title and interest in and to any photographs or videography material(s), or any usage license, and if we agree to such request, such right, title and interest, or usage license(s), may be offered to you for an additional $500 each. Access to the raw materials is not guaranteed and is subject to our discretion, even if it was added as a line-item in this Contract. We reserve the right to determine for any reason that raw materials are not available or will no longer be provided, even if you added such raw materials to your Package and/or to this Contract; in such case, you shall receive a refund for the actual price you paid for the raw materials. We may sometimes offer raw material(s) at a discounted or promotional rate to you during the execution of this Contract. If you added the raw material(s) to your Package at no charge to you in connection with the use of a package or promotional code, and we determine after the Event Date that the raw material(s) are not available or will not be provided for any reason, you shall not receive a refund or credit.

(j) Package Codes. We reserve the right to reject, adjust, modify or cancel any coupon, discount or package code(s) entered by you during the booking and payment process if you were not authorized by us to obtain or use such code, or if you applied a code to obtain a discount for which you were not specifically authorized. In such event that you obtained or used a coupon, discount or package code without authorization from us, or in violation of any restrictions or limitations imposed and explained by us, you shall be responsible for reimbursement to us of any difference in pricing, and we shall be entitled to otherwise change your Package or Product(s) to remove any effect(s) or discount(s) from unauthorized use of such code(s), and you understand and agree that you shall still be bound by all other terms of this Contract.

(k) Cancellation by Us. In the unlikely event that we cancel this Contract for reasons within our control and not due to force majeure, not due to your nonperformance, breach, acts or omissions, and not due to any circumstance described in Section 10(e), our sole obligation and your exclusive remedy shall be a refund of all payments actually received by us from you for the Package. We shall have no further obligation or liability to you, including for any consequential, incidental, emotional, special, or indirect damages, lost opportunity costs, or substitute services.

11. CLIENT PORTAL, QUESTIONNAIRE, PLANNING, COVERAGE HOURS.

(a) Client Portal. After execution of this Contract, we will prepare and provide you with access to your Client Portal within five (5) business days. You and we agree that the Client Portal will be the primary method of communication between both of us. You can access the Client Portal using the email address displayed above at the following web address: https://ogwed.com/portal. We will make reasonable efforts to notify you by email when a new message, invoice or notice is available for you to review within your Client Portal. However, you understand and agree that we cannot be responsible for technical issues that may cause you not to receive email(s) or text message(s) sent from us for any reason, e.g., as a result of your email delivery provider blocking certain emails or placing certain emails into a ‘spam,’ ‘promotions,’ or ‘junk’ folder, as these issues are outside of our control, and we have no way to determine whether you have received or read any email(s) or text message(s). You agree to access your Client Portal at reasonable intervals, at least one (1) time per week, in advance of, and after, your Event Date, in order for you to check for and review message(s), invoice(s), notice(s), or delivery notification(s) when Product(s) are ready to be downloaded by you.

(b) Questionnaire. Within the Client Portal, we will provide you with an electronic questionnaire to obtain from you logistical information so we can properly provide services on the Event Date. It is your sole responsibility to enter correct, final and complete information into your Questionnaire at least seven (7) days in advance of your Event Date (the “Deadline”). The information provided by you in the Questionnaire will be the single source of information available to us and our photographer(s), videographer(s), editors, employees, contractors, and agents, and will supersede all other sources of information, such as emails, text messages, phone calls, video conferences and the message function within the Client Portal. We are not responsible whatsoever for proof-reading, reviewing or making any changes or updates to your Questionnaire. We are not responsible for any errors or omissions entered by you including, but not limited to, an incorrect arrival address or incorrect arrival time, or an arrival address or arrival time that is inconsistent with other materials you may have provided outside of your Questionnaire. We make no representation whatsoever that we will receive, review or act on any information or instructions provided by alternate means outside of the Questionnaire.

(c) Arrival Time and Address. Within your Questionnaire, and on or before the Deadline, you agree to provide the final arrival address and final arrival time for your on-site photographer(s) and videographer(s). If this information is not submitted by the Deadline, we will default to an arrival time of 12:00 PM at the main address of the event venue reasonably on file. You agree that the arrival address and arrival time may not be changed or updated after the Deadline. Our arrival time marks the beginning of our regular paid continuous coverage hours and (i) must be scheduled at least thirty (30) minutes prior to any organized or planned activity (including, without limitation, a “first look” or ceremony), and (ii) refers to the time we arrive at the general main public entrance of the property or venue (e.g., hotel lobby, security gate, or valet parking station). You understand and agree that any delays or additional time required after our arrival, including, but not limited to, transit within the property, escorts, valet parking, hotel check-ins, security procedures, shuttle services, or similar circumstances, will count toward your regular paid continuous coverage hours. Arrival time does not refer to the time at which we will actively begin any production process. You may authorize third parties (such as a wedding planner, partner, coordinator, or parent) to access the Client Portal using your login credentials. In doing so, you acknowledge that you remain solely responsible for all information submitted by any authorized third party.

(d) Planning Session. Upon request, and with at least two (2) weeks advance written notice by you through the Client Portal, you may participate in one (1) free planning telephone session of not more than thirty (30) minutes during regular business hours with our planning team and/or the designated photographer. The designated photographer may or may not be able to attend the session based on scheduling factors and other reasons. If you request that the photographer attend the session, and if we are able to accommodate your request, you agree to follow our scheduling request procedure outlined in the Client Portal, which may require four (4) weeks advance notice due to our scheduling constraints. This planning session is free of charge, is available as a courtesy, and cannot be substituted for other services, and there are no refunds or credits provided if the session is not held or is not available for any reason. The sole purpose of the planning session is to provide you with general advice and guidance related to photography and/or videography practices, and is not intended to be a means by which you provide any instructions or logistical information whatsoever to us or for you to evaluate any assigned photographer. Such general advice and guidance is already available to you in written form through the Client Portal. Logistical information must be provided by you solely through your Questionnaire described in this clause (b). Additional planning sessions or consultation services are available for $150 per hour. This cannot be substituted for other services. Once scheduled, the planning session is reserved on our calendar. If you cancel or fail for any reason to attend the planning session, a fee of $150 will be payable by you to us to reschedule such session.

(e) Coverage Hours. You may add coverage hour(s), in full-hour increments only, at the rate listed above until the day before your Event Date. The rate listed above includes all of the photographer(s) and/or videographer(s) included in your Package, and they all must work the same number of continuous hours and must begin their regular paid coverage hours at the same time. Any coverage hour(s) requested or approved by you or another authorized party on the Event Date itself are subject to a same-day overtime rate equal to two (2) times the regular rate listed above. Coverage hours are continuous, do not pause for any reason, and begin at the arrival time you provide within your Questionnaire. There is no refund or credit provided for any unused coverage (e.g., if your event ends early, if you release any of your photographer(s) or videographer(s) early, or if you request additional coverage for less than a full hour). We will depart at the scheduled end of your coverage hours unless you, or another authorized party, request or approve an extension. Partial coverage hour(s) are not available, and any portion of an additional hour is billed as a full hour, which is subject to the same-day overtime rate. If we reach the scheduled end of coverage while an important activity is still in progress and cannot reasonably be interrupted, or if we determine that our departure may cause a disruption to the activity, you grant us sole discretion to extend your paid coverage by one (1) additional hour in order to continue production until the activity concludes or we are able to depart without causing disruption. This may include, without limitation, situations in which we are capturing or waiting to capture a speech, toast, first dance, grand exit, or similar activity. Any such additional coverage hour(s), whether requested by you or added by us pursuant to this Section, will be billed at the same-day overtime rate described above, added to your Package Price, and charged in full-hour increments.

12. STORYTELLING TEAM.

Like many photography and videography providers, we rely on a team of contractors and associates who are hand-picked for their artistic skill. We have full and sole discretion to select the lead and associate photographer and/or videographer, and may substitute other professionals in the event of illness, unforeseen scheduling conflicts, unforeseen circumstances, or other reasons, based on technical, artistic, aesthetic or other circumstances and needs. We do not maintain portfolios for specific individual(s) on our team. If your Package contains two (2) photographers or two (2) videographers, one photographer/videographer shall be designated as the Lead and the other shall be designated as the Assistant.

13. SAFE WORKING CONDITIONS; LOSS OR DAMAGE TO EQUIPMENT.

(a) Safe Working Conditions. It is your responsibility to ensure that we can perform services in a safe, non-threatening, legal and healthy environment at your event. If we, or any of our team members, agents, photographer(s), videographer(s) or employee(s) reasonably determine in our or their sole discretion that they are subject to threatening, harassing, dangerous, inappropriate, illegal, verbally abusive, or other offensive behavior or activities at your event, whether arising from or in connection to you, or any of your guests, invitees, affiliates, family members, vendors or any other person present at your event (collectively, with you, each a “Client Party”), we shall be entitled to immediately stop performing services and leave the premises. In such case, you will be deemed to be in breach of this Contract, and we will not be required to refund any payments whatsoever to you. Before or after the Event Date, you may have access to or be provided with the personal cellular telephone number, email address, or other means by which to contact or communicate with some or all of our on-site team member(s). You agree that you will use such contact information solely for the purpose of urgent or immediate needs relating to logistical, transit or similar purposes on the Event Date itself, e.g., to provide our on-site team member(s) with a security access code or hotel room number, and you agree that you will not use such contact information to communicate with our on-site team member(s) for any other purpose whatsoever either before or after your Event Date.

(b) Professional Equipment. You agree to exercise reasonable care to safeguard our equipment, including but not limited to cameras, lenses, wireless microphones, lights and other similar gear (collectively, “Equipment”), which may from time to time be in the possession, control or care of a Client Party. In the event that a Client Party or any of its affiliates damages or loses, or permits our Equipment to become damaged or lost, while such Equipment was in the possession, care or control of a Client Party, whether, through negligent, reckless, or willful acts or otherwise, you agree promptly to reimburse us for the current replacement cost of such Equipment and to indemnify and hold us harmless and our affiliates, including any independent contractor engaged by us, for all other loss or damage arising from or relating to such loss or damage.

14. PAYMENTS ARE NONREFUNDABLE AND NONTRANSFERABLE; CANCELLATION – PLEASE READ CAREFULLY

(a) No Refunds or Transfer. We will rely on this Contract to make commitments to our employees, contractors and vendors, as well as reject or lose other business opportunities. If you, for any reason, voluntarily cancel the event, cancel our services, or if the Event is canceled or cannot be conducted for any reason, including without limitation force majeure; venue restrictions, rules, or closures; government orders or guidance; weather; travel disruptions; dissatisfaction for any reason with any Engagement Session or any other product or service provided in advance of the Event Date; or the engaged couple’s decision not to proceed with the marriage, we will suffer losses that are difficult to predict and quantify at the time of contracting, including lost business opportunities, administrative costs, staffing commitments, planning time, coordination expenses, and other costs already incurred or committed. Accordingly, except as expressly provided in this Contract, in each of such circumstances described above, the Retainer and other payments received by us, including payments applied towards the Package Price, are nonrefundable and shall be retained by us, regardless of the amount of time remaining until the Event Date. You acknowledge that it is foreseeable for many reasons in the wedding industry for some couples to end their engagement, or otherwise postpone, downsize or cancel their wedding, e.g., for family or financial reasons, and you understand and agree that your Retainer and other payments received by us and applied towards the Package Price are nonrefundable and nontransferable. You acknowledge and agree that your obligation to pay all amounts due under this Contract is independent of whether any payment method or transaction is completed, processed, or successfully received by us, and you remain fully responsible for all amounts owed under this Contract notwithstanding any failed, reversed, canceled, or disputed payment. No payment may be applied to services on a different date except as expressly permitted under Section 14(b)(i). No partial refunds or credits will be issued for any unused services, reduced coverage, missed moments, or unperformed portions of the Package for any reason. Neither your Retainer nor any other payments made to us may be applied as a credit toward different services, alternative event dates (except as permitted in 14(b)(i)), smaller packages, or standalone portrait or engagement sessions.

(b) Cancellation by You — Please Read Carefully — An additional payment may be owed to cancel this contract or to reschedule the Event Date. You agree to provide written notice to us of any cancellation by completing our Cancellation Form, which is available upon request through your Client Portal, or by sending a written request in the Client Portal or through the mail at our business mailing address listed below; when you submit the Cancellation Form, you shall thereby release us from any obligations, responsibilities and liabilities to you under this Contract.

(i) Rescheduling. You may reschedule your Event Date one (1) time at no additional charge if both of the following conditions are met: (a) you submit your request in writing through your Client Portal within thirty (30) days of signing this Contract, and (b) the newly requested Event Date is at least ninety (90) days after the date on which you submit the rescheduling request. If either of these conditions is not met, any request to reschedule will be deemed a cancellation by you. However, if we mutually agree in writing to reschedule the Event Date, you must first pay a rescheduling fee of $750, in addition to any remaining balance of the full Package Price.

(ii) Cancellation by You Within 30 Days of Signing. Except for cancellations occurring within thirty (30) days of the Event Date (which are governed by Section 14(b)(iv)), in the event of a cancellation by you for any reason within thirty (30) days after signing this Contract, including for any reason contemplated by Section 14(a), you shall be released from paying any remaining balance of the Package Price but shall not receive any refund whatsoever if you have already paid the full Package Price. Subject to Section 14(b)(v), you will still owe the Retainer and any other payments you initiated via electronic funds transfer, bank transfer, ACH or any other payment method, even if those payment(s) are still processing, are on hold, were cancelled or returned by your bank or financial institution, or were otherwise not released to us for any reason.

(iii) Cancellation by You After 30 Days of Signing. In the event of a cancellation by you for any reason later than thirty (30) days after signing this Contract, including for any reason contemplated by Section 14(a), you shall, within thirty (30) days of providing the cancellation notice to us, pay an amount equal to fifty percent (50%) of the remaining balance of the full Package Price to us as liquidated damages, and not as a penalty, to cover our costs and expenses described herein, including any services rendered by us, and advance commitments by us to photographer(s), videographer(s), employees, contractors, suppliers and other third parties (e.g., if your unpaid balance is $500, you will owe to us a cancellation payment of $250.) By signing this Contract, you agree that this cancellation payment as liquidated damages is a fair and justifiable amount to compensate us for our costs and expenses, and genuinely represents our actual losses as reasonably as possible. Liquidated damages apply regardless of whether we rebook the Event Date, because rebooking does not eliminate our losses and costs. You and we both acknowledge that damages are difficult to estimate at the time of contracting and that rebooking does not eliminate lost opportunity costs, administrative expenses, staff time dedicated to rebooking sales and onboarding, staffing commitments, and business disruption.

(iv) Cancellation by You Within 30 Days of Event Date. In the event of a cancellation by you for any reason within thirty (30) days of the Event Date, or on the Event Date itself, including for any reason contemplated by Section 14(a), you shall owe and pay to us the full amount of the Package Price if you have not already done so.

(v) Payment Methods. We may offer various payment methods, including credit card, debit card, electronic funds transfer (EFT), ACH bank transfer, wire transfer, or Zelle. Certain payment methods may delay our receipt of funds during processing by your financial institution. If you selected the Zelle payment option, you understand and agree that your payment is due contemporaneously with signing this Contract and must be made through your banking institution’s third party Zelle payment system; your failure to initiate any required Zelle payment(s) does not relieve you of your payment obligation(s) under this Contract. You understand and agree that you remain fully responsible for payment of all amounts owed under this Contract, regardless of insufficient funds (NSF), returned or rejected transfers, stop payment orders, revoked authorizations, chargebacks, bank errors, disputes initiated by you, or cancellation, reversal, or failure of any transfer for any reason. Your contractual obligation to pay is not conditioned upon the successful completion of any bank transfer or payment processing transaction. If any ACH or electronic payment is returned, reversed, disputed, declined, interrupted, or rejected for any reason, you agree to: (a) Remit the full outstanding balance within seven (7) calendar days of our written notice (including notice delivered electronically through the Client Portal or email), using a guaranteed form of payment acceptable to us (which may include cashier’s check, wire transfer, or credit card); and, (b) Pay all resulting fees and costs incurred by us, including but not limited to returned payment fees, NSF fees, bank charges, administrative fees, chargeback fees, and collection costs. You acknowledge and agree that initiating an ACH or electronic funds transfer at the time of executing this Contract constitutes a legally binding authorization and obligation to pay the authorized amount. If such transfer is not completed, processed, or honored for any reason, you remain fully responsible for payment of that amount, including the Retainer, even if you later cancel services pursuant to this Section 14. You expressly authorize us to charge any valid payment method on file for all amounts owed under this Contract, including but not limited to the Retainer, remaining balances, liquidated damages, rescheduling fees, reinstatement charges, revision fees, travel charges, recovery or retrieval fees, and any other amounts due under this Contract.

15. WARRANTY OF MERCHANTABILITY.

EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES AND PRODUCTS PROVIDED UNDER THIS CONTRACT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Creative discretion, artistic judgment and limitations on guaranteed outcomes are governed by Section 10.

16. INTERFERENCE; PROFESSIONAL EXCLUSIVITY.

You understand and agree that we are the exclusive professional commissioned to provide the photography and/or videography services described in your Package on the Event Date. You shall not authorize any other photographer and/or videographer to provide the same or similar professional services. For example, if you commissioned us to provide a Package that includes photography, you shall not allow a separate photographer to also perform professional photography services. You shall be entitled to commission a separate professional to provide either photography and/or videography services for which we are not engaged, e.g., if you retain us for photography services only, you shall be entitled to hire a separate professional to perform videography services on the Event Date. Your friends and family are entitled to take amateur photographs or video recordings only. We are not responsible whatsoever for any interference or interruption caused by or arising from your friends, family, guests, vendors or any other attendees at the event who may attempt to capture photography and/or videography.

17. AGREEMENT TO ARBITRATE; EXCEPTION; FEES; INDIVIDUAL PROCEEDINGS – PLEASE READ CAREFULLY.

ARBITRATION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

(a) Informal Dispute Resolution. Before either you or we may initiate an arbitration, you and we both agree to engage in a good faith effort to resolve the dispute informally. The party initiating the claim must send a written “Notice of Dispute” to the other party by Certified Mail. Upon receipt of the Notice, you and we both agree to schedule a video conference or telephone call within twenty-one (21) days to discuss the dispute in good faith. If the dispute is not resolved within sixty (60) days after the Notice is received, or if either you or we fail to agree on a resolution during the conference, either party may commence arbitration as set forth in this Agreement.

(b) Mandatory Arbitration. Except as provided below, any dispute, demand, controversy or claim relating in any way to this Contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be resolved through binding arbitration, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The Federal Arbitration Act mandates that arbitration agreements are valid, enforceable and irrevocable.

(c) Arbitrator Selection, Fees and Administration. The arbitration shall be administered by Judicial Dispute Resolution LLC (“JDR”) in accordance with its applicable rules and procedures, except as modified by this Contract. The arbitration shall be conducted before one (1) neutral arbitrator. The arbitrator shall be selected in accordance with JDR’s standard arbitrator selection procedures. If JDR is unavailable or declines to administer the arbitration, the parties shall attempt in good faith to agree on an alternative arbitration provider. If the parties are unable to agree on an alternative arbitration provider within fourteen (14) days, either party may petition a court of competent jurisdiction in King County, Washington to appoint an arbitrator consistent with this Section. The arbitrator shall be a licensed attorney with experience in commercial contract disputes. You may elect to conduct the arbitration either (i) in person in King County, Washington, or (ii) through virtual proceedings, pursuant to the administrator’s rules. The prevailing party in the arbitration shall be awarded all of the filing fees and related administrative costs, to the extent permitted by applicable law and the administrator’s rules. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney’s fees, and similar costs related to collecting an arbitrator’s award, will be added to, and become a part of, the amount due pursuant to this Contract. This Contract shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflict of law provisions. Any award rendered by the arbitrator shall be final and may be confirmed, enforced, modified, or vacated only in accordance with Section 26.

(d) Exceptions to Arbitration. Notwithstanding the foregoing agreement to arbitrate, we may, at our election, bring a court action in any court of competent jurisdiction to collect any amounts owed under this Contract, including but not limited to unpaid balances, fees, liquidated damages, or other charges due. Such claims shall not be subject to the informal dispute resolution or arbitration requirements of this Section 17.

(e) Attorneys’ Fees; Individual Proceedings. The prevailing party in any arbitration, court action, motion, proceeding, or appeal arising out of or relating to this Contract, including without limitation any action to recover amounts due, compel arbitration, enforce the arbitration agreement, enforce the forum-selection provision, confirm or enforce an arbitration award, or otherwise enforce this Contract, shall be entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by applicable law. Any such dispute resolution proceeding shall be conducted on an INDIVIDUAL BASIS ONLY, and not in a class, consolidated, or representative action.

(f) Covered Parties. For purposes of this Section 17, “you” includes the Responsible Party and the Couple, as defined in Section 21. The Responsible Party represents and warrants that the Couple has reviewed and agreed to be bound by this arbitration agreement. The Couple’s participation in the Event or acceptance of Products constitutes additional assent to this arbitration agreement.

18. ASSIGNABILITY AND PARTIES OF INTEREST.

Except as otherwise provided herein, the terms and conditions of this Contract shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Contract, express or implied, will confer upon any person or entity not a party to this Contract, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Contract, except as expressly provided in Section 21 of this Contract.

19. AMENDMENTS AND WAIVER.

This Contract and each provision hereof may be amended, modified, supplemented or waived only by a written document specifically identifying this Contract and duly executed by each party hereto or the authorized representative of each such party. Except as expressly provided in this Contract, no course of dealing between the parties hereto and no delay in exercising any right, power or remedy conferred hereby or now or hereafter existing in law, in equity, by statute or otherwise, shall operate as a waiver of, or otherwise prejudice, any such rights, power or remedy.

20. INDEMNIFICATION.

You agree to defend, indemnify and hold us harmless, including our members, managers, employees, contractors, agents and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and related costs) arising out of or relating to: (a) your breach of this Contract; (b) any act or omission by you or any Client Party; (c) the event or any activities occurring in connection with the event; (d) the use of any guest’s, attendee’s or minor child’s image, likeness or voice in any Product(s); (e) your failure to obtain the necessary consent or provide necessary notice to attendees subject to Section 7; or (f) any claim by a third party relating to or arising from our services or the Products, except to the extent caused by our gross negligence or intentional and willful misconduct.

21. THIRD PARTY BENEFICIARIES; RESPONSIBLE PARTY; AUTHORITY; JOINT AND SEVERAL LIABILITY.

(a) Third Party Beneficiaries. Except for the Couple as defined in Section 21(c) (and our affiliates, owners, managers, employees, contractors and agents to the extent expressly protected by Sections 10, 13, 17, 20 and 22), no person or entity who is not a signatory to this Contract is an intended third-party beneficiary of this Contract.

(b) Responsible Party. The individual executing this Contract (“Responsible Party”) represents and warrants that they are over the age of eighteen (18), have full legal authority to enter into this Contract, and have full authority to authorize and execute any payment(s) associated with this Contract. “Client” and “Responsible Party” refer to the same individual, the person who executes this Contract, unless we expressly agree otherwise in writing. References to “you” in this Contract include the Responsible Party and, where applicable, the Couple, as provided in this Section 21.

(c) Authority. If the Responsible Party is not one or both members of the wedding couple (the “Couple”), the Responsible Party represents and warrants that the Couple has authorized execution of this Contract on their behalf, has reviewed and fully understands this Contract, and agrees to be bound by all of its terms, including without limitation payment obligations, cancellation terms, mandatory arbitration subject to the limited opt-out window, indemnification, copyright, model release, and limitation of liability.

(d) Joint and Several Liability. The Responsible Party and the Couple shall be jointly and severally liable for all obligations under this Contract.

(e) Ratification by Conduct. The Couple’s participation in the Event, acceptance of services, or use of any Products constitutes ratification of and agreement to this Contract.

22. COLLECTION COSTS; INTEREST; ENFORCEMENT.

(a) Interest on Past-Due Amounts. Any amount not paid when due under this Contract shall accrue interest beginning on the date due until paid in full at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less.

(b) Collection Costs. If you fail to timely pay any amount due under this Contract and we refer the matter to a collection agency, attorney, or other third party for recovery, you agree to reimburse us for all costs of collection, including but not limited to: reasonable attorneys’ fees, arbitration filing fees, court costs, administrative fees, collection agency fees actually incurred, investigative fees, chargeback fees, bank fees, costs of service of process, post-judgment enforcement costs, and any other reasonable expenses incurred in enforcing this Contract. These amounts shall be added to and become part of the total amount owed.

(c) Acceleration. Upon your material breach, including failure to make timely payment, we may declare all unpaid amounts under this Contract immediately due and payable.

(d) No Waiver. Our failure to immediately pursue collection or enforce any payment obligation shall not constitute a waiver of our right to do so at any later time.

23. SEVERABILITY.

In the event any provision of this Contract shall be declared invalid or unenforceable by a court of competent jurisdiction, such provision or term of such Contract shall be amended and interpreted to accomplish the objects of such provision to the fullest extent possible under applicable law and all other provisions and terms shall remain valid and binding. Our waiver of any breach or failure to enforce any term of this Contract will not be deemed a waiver of any subsequent breach or right to enforce this Contract, which may thereafter occur.

24. COUNTERPARTS.

This Contract may be executed in two or more counterparts, manually or by electronic signature.

25. CLAUSE HEADINGS.

The clause headings in this Contract are for reference only and do not form a part of this Contract.

26. GOVERNING LAW, VENUE, FORUM.

This Contract, and all matters arising out of or relating to it, shall be governed by, construed, and enforced in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Since our principal place of operations, payment processing, administration, coordination, and post-production is Washington, to the extent any court proceeding is permitted under this Contract, including without limitation any action to compel arbitration, stay litigation, enforce the arbitration agreement, obtain provisional or ancillary relief, or confirm, modify, vacate, or enforce an arbitration award, you hereby expressly submit to the personal jurisdiction of the state and federal courts located in King County, Washington. You and we both agree that such courts shall be the exclusive venue and forum for any such permitted court proceeding arising out of or relating to this Contract or our services, except for actions brought by us to collect amounts owed under this Contract, which may be brought in any court of competent jurisdiction. You waive any objection to the laying of venue or forum in such courts, including any claim that such courts in King County, Washington constitute an inconvenient forum (forum non conveniens), to the fullest extent permitted by law. If either party files a court action in a forum other than the forum required by this Contract, the other party may seek dismissal, transfer, a stay, or any other appropriate relief to enforce this Section. The prevailing party on any such motion or proceeding to enforce this Section or Section 17 shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with enforcing the applicable provision, to the extent permitted by law.

27. ENTIRE CONTRACT.

This Contract, including the online booking form completed by you, constitutes a single integrated contract expressing the entire Contract between you and us, with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof, and, except as specifically set forth herein, there are no other agreements, representations, promises or inducements, written or oral, express or implied, between the parties hereto with respect to the subject matter hereof.

Sound Originals LLC, 2226 Eastlake Avenue E #1009, Seattle, Washington 98102.

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USER_SIGNATURES   Signed SIGNED_DATE