Terms & Conditions

This Photography Services Agreement (“PSA”) is entered into as by and between Up Close Studios (“Up Close Studios”), a corporation having its principal offices at 777 Petty Road, Suite 203, Lawrenceville, GA 30043 and the entity entering into this PSA with Up Close Studios through a corresponding Order Form or otherwise (“Customer”, and together with Up Close Studios, each a “Party” or jointly as the “Parties”). In consideration of the mutual obligations contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS. All capitalized terms shall have the meanings ascribed to them in this Section 1 or elsewhere in this Agreement or associated Order Form.

1.1. “Administrative Services” means the services associated with processing and management of an Order.

1.2. “Agreement” means this PSA in combination with any associated Order Form(s).

1.3. “Applicable Law” means any law, regulation, rule, or order, of any government authority applicable to a Party, its business, or the subject matter of this Agreement, including but not limited to the following United States (and, if applicable, Canadian) statutes and any regulations relating thereto.

1.4. “Artistry Services” means custom photo editing services applied to images captured during the Photography Services.

1.5. “Authorized User” means an agent of Customer who is authorized by the Customer, in writing, to access the Customer’s account.

1.6. “Confidential Information” means any information however disclosed by a Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) that is when disclosed or within thirty (30) days of disclosure designated or described as “Confidential,” “Proprietary,” or information that the Receiving Party knows, or reasonably should have known, was the Confidential Information of the Disclosing Party

1.7. “Content” means any and all text, pictures, video, or any other type or form of information contained in the body of any Message.

1.8. “Enter To Win Program” means any program offered by Up Close Studios where selected Customers are provided discounted or complimentary Photography Services, Artistry Services and/or Product.

1.9. “In House Payment Plan” means Up Close Studios’s program for payment over time by Customer to Up Close Studios for services defined in an Order. An In House Payment Plan is a type of payment plan this is also commonly referred to as a Layaway Plan. Orders paid for under an In House Payment Plan are fully refundable until they are paid in full, except for the first fifty (50%) of the Order, which is immediately earned by Up Close Studios as compensation for the Photography Services, Artistry Services and Administrative Services associated with an order.

1.10. “Order” means the combination of this PSA with any associated Order Form(s)

1.11. “Order Form” means any order form signed by the Parties that indicates the Photography Services, Artistry Services, Administrative Services, and Product to be provided by Up Close Studios and the fees to be paid by Customer and which also incorporates by reference this Agreement.

1.12. “Photography Services” means photography services provided by Up Close Studios to Customer in a Up Close Studios studio location.

1.13. “Photography Session” means the appointment where Customer is photographed in a Up Close Studios Studio

1.14. “Product” means the portrait and display products provided to Customers by Up Close Studios including but not limited to digital images, memory books and wall portraits.

1.15. “Third Party” means any person not a Party to this Agreement.

1.16. “Virtual Viewing Session” means the appointment where Customer views the images captured during their Photography Session.

1.17. “Invitation Program” means a promotional offering from Up Close Studios whereby selected Customers may book a Photography Session at a promotional rate between twenty-five dollars ($25) and two hundred fifty dollars ($250). Participation in the Invitation Program may include eligibility for additional promotional benefits contingent upon the Customer attending both their originally scheduled Photography Session and their originally scheduled Virtual Viewing Session. The Invitation Program may run concurrently with the Enter To Win Program.

2. Up Close Studios SERVICES.

2.1. Photography Services. Subject to the terms and conditions of this Agreement, Up Close Studios will provide custom Photography Services to Customer on a non-exclusive basis in Up Close Studios’s magical forest photography studios. Photography Services are provided by Up Close Studios on an appointment-only basis. Customer acknowledges that they forfeit any reservation fee associated with the appointment should the Customer arrive more than five (5) minutes late for their appointment or cancel or reschedule within seven (7) days of their original appointment date. Ownership of all images captured during the Photography Sessions remains solely with Up Close Studios until an Order is completed with the Customer. Upon payment in full to Up Close Studios by the Customer for a Customer Order, Up Close Studios grants the Customer an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of the images the Customer Ordered. Customers participating in the Invitation Program must attend both their originally scheduled Photography Session and their originally scheduled Virtual Viewing Session to remain eligible for any promotional benefits associated with the program. Failure to attend either appointment at the originally scheduled time, including rescheduling within seven (7) days of either appointment, will result in forfeiture of the promotional rate and any associated benefits. A rebooking fee may also apply, as described in Section 3.8.

2.2. Right To Include Customer In Up Close Studios Marketing. Customer grants to Up Close Studios an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of the Customer’s name, image, and likeness for the purposes of any Up Close Studios marketing and promotional Content unless the Customer chooses to opt-out at the time of booking their appointment for the Photography Services.

2.3. Video Surveillance. Customer acknowledges that Photography Services provided by Up Close Studios at the Up Close Studios studios are under video surveillance at all times for the protection of all Parties.

2.4. Artistry Services. Upon completion of an Order from the Customer, Up Close Studios will provide custom Artistry Services to the images ordered by the Customer. Artistry Services will include basic editing and the addition of magical forest artistic elements identified in the Customer Order. Up Close Studios does not provide custom image editing services directed by the Customer after the Order.

2.5. Administration Services. Upon placement of an Order by Customer, Up Close Studios will process the Order, manage and track billing receipts from Customer, complete Artistry Services and produce the ordered Product(s) and deliver the Product(s) to the Customer.

2.6. Product. Based on the Product(s) selected by the Customer via the Order, Up Close Studios or Up Close Studios agents, will produce the Product(s) and ship the Product(s) to the Customer.

3. FEES AND PAYMENTS

3.1. Fees. Customer shall pay to Up Close Studios the amounts set forth in the Order Form and invoiced by Up Close Studios in connection with any services provided by Up Close Studios to Customer.

3.2. Appointment Guaranty and No-Show Fees. In order to book a Photography Session with Up Close Studios, Customer must guaranty their appointment with a credit card authorization and/or an appointment guaranty fee to Up Close Studios. The appointment guaranty fee is refundable should the Customer adhere to the stipulations referenced in this Section 3.2. Up Close Studios requires Customer to positively confirm their appointments prior to the originally scheduled appointment time. Photography Sessions must be positively confirmed at least seventy-two (72) hours prior to the originally scheduled appointment time. Virtual Viewing Sessions must be positively confirmed at least twenty-four (24) hours prior to the originally scheduled appointment time. Failure to confirm the Photography Session and Virtual Viewing Session may result in appointment cancellation, forfeiture of the appointment guaranty fee and/or application of an additional no-show fee of $150. If Customer Reschedules a Photography Session or a Virtual Viewing Session from the originally scheduled appointment time, Customer will forfeit the appointment guaranty fee. At the discretion of Up Close Studios and as a courtesy, Customer may be permitted to reschedule their appointment one time without penalty.

3.3. In House Payment Plan. Up Close Studios may offer Customer the ability to pay for their Order via a layaway program, referred to as an In House Payment Plan. Under this program, Customer makes monthly payments as described in the Order Form, until the Order is paid in full. Once the Order is paid in full, Product will be shipped to Customer by Up Close Studios. Should Customer utilize an In House Payment Plan, fifty percent (50%) of the Order value or seven hundred fifty dollars ($750), whichever is greater, is fully earned by Up Close Studios immediately upon placement of the Order to compensate Up Close Studios for Photography Services, Artistry Services and Administrative Services associated with the Order. Should Customer not complete the payments associated with the In House Payment Plan, the remainder of the Order value is fully refundable to Customer within thirty (30) days of a written request to Up Close Studios by Customer. Should Customer not notify Up Close Studios of their request for such refund prior to 12 months of the date of the Order, any payments made by Customer under the In House Payment Plan will be fully earned by Up Close Studios and are no longer eligible for refund.

3.4. Enter To Win Program. Up Close Studios regularly offers an Enter To Win Program to Customers. This Program allows selected Customers to obtain a single Photography Session at no cost. The Customer will have the opportunity to purchase images at an additional cost. Enter To Win Program winners are allowed to transfer their discounted services to a third party by notifying Up Close Studios. Customer participation in the Enter To Win Program is limited to one occurrence per immediate family each calendar year. To receive the Photography Session at no cost, Customers must adhere to the terms detailed in Section 3.2 herein.

3.5. Invoicing and Payment. Any invoiced charges are due immediately upon invoice. Unless otherwise specified in the Order Form, all payments are due and payable by Customer to Up Close Studios in United States dollars upon receipt of the invoice. Customer acknowledges fifty percent (50%) of the Order value or seven hundred fifty dollars ($750), whichever is greater, is fully earned by Up Close Studios immediately upon placement of the Order to compensate Up Close Studios for Photography Services, Artistry Services and Administrative Services associated with the Order. If Customer disputes any amounts set forth in the invoice, Customer shall notify Up Close Studios in writing within 15 days of the receipt of the invoice and the Parties shall work together in good faith to resolve such dispute. Should the Parties not be able to resolve such dispute, Customer explicitly waives any right to indirectly dispute an invoice or charge with Up Close Studios via their credit card company, merchant bank or any other provider of credit to Customer.

3.6. Late Payments and Interest. Undisputed payments not received by the due date will be assessed a finance charge of one and one half percent (1.5%) per month. If Customer is paying by credit or charge card, Customer acknowledges and agrees that this Agreement constitutes a services agreement as specified in the Order Form and Customer is not entitled to any refund.

3.7. Taxes and Delivery Fees. Customer will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Order purchased by Customer. Similarly, Customer will pay any applicable delivery fees charged to Up Close Studios by freight, shipping or delivery companies.

3.8. Invitation Program Fees and Rebooking Policy. For Customers participating in the Invitation Program, the session fee—ranging from twenty-five dollars ($25) to two hundred fifty dollars ($250)—is fully earned upon booking and is non-refundable. If a Customer reschedules either their Photography Session or Virtual Viewing Session within seven (7) days of the originally scheduled appointment, an additional rebooking fee of fifty dollars ($50) will be required to confirm a new appointment. This rebooking fee is separate from the forfeited original session fee and must be paid prior to rescheduling.

4. INFORMATION SECURITY AND PRIVACY

4.1. Information Security. In providing the Photography Services, Up Close Studios employs information security protocols and measures consistent with generally accepted industry standards, and in any event no less than commercially reasonable standards, considering the types and nature of the information processed, stored, accessed, collected and/or used by Up Close Studios and/or its permitted affiliates, agents, consultants, personnel and other representatives, and all applicable laws and regulations. Up Close Studios maintains a data breach plan and upon the occurrence of any data breach with respect to the systems maintained by or on behalf of Up Close Studios affecting Customer information, Up Close Studios will comply with all applicable laws and implement the procedures required under such data breach plan.

4.2. Privacy Policy. Up Close Studios complies with the Up Close Studios Privacy Policy which can be found at http://upclosestudios.com/privacy-policy

5. REPRESENTATIONS AND COVENANTS; WARRANTIES DISCLAIMER; LIMITATION OF LIABILITY

5.1. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Up Close Studios DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY SERVICES PROVIDED BY Up Close Studios HEREUNDER, INCLUDING WITHOUT LIMITATION THE PHOTOGRAPHY SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. Up Close Studios DOES NOT WARRANT THAT THE PHOTOGRAPHY SERVICES OR ANY OTHER SERVICES PROVIDED WILL MEET CUSTOMER’S REQUIREMENTS.

5.2. LIMITATION OF LIABILITY. IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, AND COSTS OF LOST OR DAMAGED DATA, EVEN IF AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

5.3. IN NO EVENT SHALL Up Close Studios’S TOTAL LIABILITY FOR ANY CLAIM(S) OR DEMANDS ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO Up Close Studios BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT(S) FROM WHICH THE CLAIM(S) OR DEMANDS AND LIABILITY ARISES. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS IN THIS SECTION ARE A MATERIAL BASIS OF THE BARGAIN, AND THE TERMS OF THIS AGREEMENT WOULD BE DIFFERENT WITHOUT SUCH LIMITATIONS.

6. INDEMNITY

6.1. Indemnification of Up Close Studios. Customer shall (a) defend Up Close Studios, its Affiliates, and their respective officers, directors and employees (individually, a “Up Close Studios Indemnity,” and collectively, “Up Close Studios Indemnities”), against any Permitted Up Close Studios Indemnity Claim, and (b) pay the amount (i) awarded to any such Third Party in any final judgment against any Up Close Studios Indemnity based on any Permitted Up Close Studios Indemnity Claim, or (ii) set forth in any written and executed settlement in full of any and all Permitted Up Close Studios Indemnity Claims of such Third Party. As used herein, “Permitted Up Close Studios Indemnity Claim” means any Third Party claim asserted against any Up Close Studios Indemnity that (1) Customer’s use of Up Close Studios’s services, or (2) arises from Customer’s material breach of the Agreement.

6.2. Procedure. The foregoing obligations are conditioned on Up Close Studios promptly notifying Customer in writing of such action, giving Customer sole control of the defense and settlement of the claims against Up Close Studios (except that Customer may not settle any claim against Up Close Studios unless it unconditionally releases Up Close Studios from all liability) and at Customer’s reasonable request and expense, assisting Customer in such defense.

7. MISCELLANEOUS

7.1. Survival. The provisions of Sections 1, 3, (to the extent of accrued and outstanding unpaid fees), 4, 5, 6, and 7 will survive the termination or expiration of this Agreement.

7.2. Independent Contractors; No Third-Party Beneficiaries. In making and performing this Agreement, Up Close Studios and Customer act and will act at all times as independent contractors, and nothing contained in this Agreement will be construed or implied to create an agency, partnership, or employer and employee relationship between them. Neither Party shall have the power by virtue of this Agreement to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent. This Agreement is entered into solely between the Parties and may only be enforced by a Party against the other Party.

7.3. Notices. All notices required by or relating to this Agreement will be in writing and will be sent by means of courier, by certified U.S. mail, postage prepaid and return receipt requested, by a nationally recognized express mail service or by electronic mail to the corresponding Party at: (a) with respect to Up Close Studios, the contact information listed below, and (b) with respect to Customer, any address or email made available to Up Close Studios by Customer. Notice will be effective upon receipt or refusal of delivery. Each party may change its address for receipt of notice by giving notice of such change to the other party.

If to Up Close Studios:

Up Close Studios 

777 Petty Road

Suite 203

Lawrenceville, GA 30043

With a copy to: hello@upclosestudios.com

7.4. Assignment. Except with respect to an assignment between Up Close Studios and any of its Affiliates, neither Party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld, except pursuant to a merger, acquisition, or sale of all or substantially all of such Party’s assets, in which case assignment shall be permitted without the consent of the other Party. Except as permitted by the foregoing, any attempted assignment will be null, void, and of no effect. In the event of permitted assignment of this Agreement, all terms and conditions hereof, will be binding on and inure to the assignee as though such assignee were an original Party hereto.

7.5. Force Majeure. Any delay in the performance of any duties or obligations of either party, except the payment of money owed, will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party (a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

7.6. Intellectual Property. The Parties retain all rights, title, and interest in and to their respective intellectual property and nothing in this Agreement, or the performance of a Party’s obligations hereunder, shall, or be construed to, operate as, or to cause, any conveyance, license, or other transfer of a Party’s intellectual property rights to the other Party or any Third Party.

7.7. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Georgia, U.S.A. without regard to, or application of, any choice of law or conflicts of law rules thereof. This Agreement is prepared and executed in the English language only and any translations of this Agreement into any other language that either Party may prepare shall have no legal or binding effect on the other Party.

7.8. Jurisdiction and Venue. The Parties agree that any claims of any kind arising from, or related to, this Agreement shall be commenced exclusively in a state or federal court sitting in the state of Georgia U.S.A and each Party hereby (a) irrevocably submits to the jurisdiction of such courts over it, and (b) waives, and agrees not to assert in any action or proceeding in such courts to the fullest permitted by law any defense or objection that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement, or the subject matter hereof, or any of the transactions contemplated hereby, may not be enforced in or by such courts. Notwithstanding the foregoing, either Party may commence in any court of competent jurisdiction an action solely for the purpose of obtaining an injunction against the other Party for an alleged violation hereof.

7.9. Agreement, Modifications, Sever-ability, and Waiver. This Agreement, together with all Exhibits attached hereto, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous, oral or written agreements, discussions, and understandings between the Parties with respect to the subject matter hereof, it being understood that neither Party will be bound by any conditions, inducements, or representations other than as expressly provided for herein. This Agreement may not be amended or modified except in writing duly executed by the Parties. If any provision of this Agreement is invalid or unenforceable for any reason in any court or tribunal of competent jurisdiction, such provision will be construed to have been modified to the minimum extent necessary to cure such invalidity or un-enforceability. The invalidity or un-enforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering such provision invalid or unenforceable in any other case, circumstance, or jurisdiction or of rendering other provisions of this Agreement invalid or unenforceable whatsoever. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is, or would be, sought and any such waiver will constitute a waiver only with respect to the specific matter described there in and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.

7.10. Counterparts. This Agreement may be executed in counterparts, including by electronic transmission, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same Agreement.

This Photography Services Agreement (“PSA”) is entered into as by and between Up Close Studios (“Up Close Studios”), a corporation having its principal offices at 777 Petty Road, Suite 203, Lawrenceville, GA 30043 and the entity entering into this PSA with Up Close Studios through a corresponding Order Form or otherwise (“Customer”, and together with Up Close Studios, each a “Party” or jointly as the “Parties”). In consideration of the mutual obligations contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS. All capitalized terms shall have the meanings ascribed to them in this Section 1 or elsewhere in this Agreement or associated Order Form.

1.1. “Administrative Services” means the services associated with processing and management of an Order.

1.2. “Agreement” means this PSA in combination with any associated Order Form(s).

1.3. “Applicable Law” means any law, regulation, rule, or order, of any government authority applicable to a Party, its business, or the subject matter of this Agreement, including but not limited to the following United States (and, if applicable, Canadian) statutes and any regulations relating thereto.

1.4. “Artistry Services” means custom photo editing services applied to images captured during the Photography Services.

1.5. “Authorized User” means an agent of Customer who is authorized by the Customer, in writing, to access the Customer’s account.

1.6. “Confidential Information” means any information however disclosed by a Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) that is when disclosed or within thirty (30) days of disclosure designated or described as “Confidential,” “Proprietary,” or information that the Receiving Party knows, or reasonably should have known, was the Confidential Information of the Disclosing Party

1.7. “Content” means any and all text, pictures, video, or any other type or form of information contained in the body of any Message.

1.8. “Enter To Win Program” means any program offered by Up Close Studios where selected Customers are provided discounted or complimentary Photography Services, Artistry Services and/or Product.

1.9. “In House Payment Plan” means Up Close Studios’s program for payment over time by Customer to Up Close Studios for services defined in an Order. An In House Payment Plan is a type of payment plan this is also commonly referred to as a Layaway Plan. Orders paid for under an In House Payment Plan are fully refundable until they are paid in full, except for the first fifty (50%) of the Order, which is immediately earned by Up Close Studios as compensation for the Photography Services, Artistry Services and Administrative Services associated with an order.

1.10. “Order” means the combination of this PSA with any associated Order Form(s)

1.11. “Order Form” means any order form signed by the Parties that indicates the Photography Services, Artistry Services, Administrative Services, and Product to be provided by Up Close Studios and the fees to be paid by Customer and which also incorporates by reference this Agreement.

1.12. “Photography Services” means photography services provided by Up Close Studios to Customer in a Up Close Studios studio location.

1.13. “Photography Session” means the appointment where Customer is photographed in a Up Close Studios Studio

1.14. “Product” means the portrait and display products provided to Customers by Up Close Studios including but not limited to digital images, memory books and wall portraits.

1.15. “Third Party” means any person not a Party to this Agreement.

1.16. “Virtual Viewing Session” means the appointment where Customer views the images captured during their Photography Session.

1.17. “Invitation Program” means a promotional offering from Up Close Studios whereby selected Customers may book a Photography Session at a promotional rate between twenty-five dollars ($25) and two hundred fifty dollars ($250). Participation in the Invitation Program may include eligibility for additional promotional benefits contingent upon the Customer attending both their originally scheduled Photography Session and their originally scheduled Virtual Viewing Session. The Invitation Program may run concurrently with the Enter To Win Program.

2. Up Close Studios SERVICES.

2.1. Photography Services. Subject to the terms and conditions of this Agreement, Up Close Studios will provide custom Photography Services to Customer on a non-exclusive basis in Up Close Studios’s magical forest photography studios. Photography Services are provided by Up Close Studios on an appointment-only basis. Customer acknowledges that they forfeit any reservation fee associated with the appointment should the Customer arrive more than five (5) minutes late for their appointment or cancel or reschedule within seven (7) days of their original appointment date. Ownership of all images captured during the Photography Sessions remains solely with Up Close Studios until an Order is completed with the Customer. Upon payment in full to Up Close Studios by the Customer for a Customer Order, Up Close Studios grants the Customer an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of the images the Customer Ordered. Customers participating in the Invitation Program must attend both their originally scheduled Photography Session and their originally scheduled Virtual Viewing Session to remain eligible for any promotional benefits associated with the program. Failure to attend either appointment at the originally scheduled time, including rescheduling within seven (7) days of either appointment, will result in forfeiture of the promotional rate and any associated benefits. A rebooking fee may also apply, as described in Section 3.8.

2.2. Right To Include Customer In Up Close Studios Marketing. Customer grants to Up Close Studios an unrestricted, irrevocable, worldwide, royalty-free, perpetual license to use, reproduce, display, publicly perform, transmit, make derivative works of the Customer’s name, image, and likeness for the purposes of any Up Close Studios marketing and promotional Content unless the Customer chooses to opt-out at the time of booking their appointment for the Photography Services.

2.3. Video Surveillance. Customer acknowledges that Photography Services provided by Up Close Studios at the Up Close Studios studios are under video surveillance at all times for the protection of all Parties.

2.4. Artistry Services. Upon completion of an Order from the Customer, Up Close Studios will provide custom Artistry Services to the images ordered by the Customer. Artistry Services will include basic editing and the addition of magical forest artistic elements identified in the Customer Order. Up Close Studios does not provide custom image editing services directed by the Customer after the Order.

2.5. Administration Services. Upon placement of an Order by Customer, Up Close Studios will process the Order, manage and track billing receipts from Customer, complete Artistry Services and produce the ordered Product(s) and deliver the Product(s) to the Customer.

2.6. Product. Based on the Product(s) selected by the Customer via the Order, Up Close Studios or Up Close Studios agents, will produce the Product(s) and ship the Product(s) to the Customer.

3. FEES AND PAYMENTS

3.1. Fees. Customer shall pay to Up Close Studios the amounts set forth in the Order Form and invoiced by Up Close Studios in connection with any services provided by Up Close Studios to Customer.

3.2. Appointment Guaranty and No-Show Fees. In order to book a Photography Session with Up Close Studios, Customer must guaranty their appointment with a credit card authorization and/or an appointment guaranty fee to Up Close Studios. The appointment guaranty fee is refundable should the Customer adhere to the stipulations referenced in this Section 3.2. Up Close Studios requires Customer to positively confirm their appointments prior to the originally scheduled appointment time. Photography Sessions must be positively confirmed at least seventy-two (72) hours prior to the originally scheduled appointment time. Virtual Viewing Sessions must be positively confirmed at least twenty-four (24) hours prior to the originally scheduled appointment time. Failure to confirm the Photography Session and Virtual Viewing Session may result in appointment cancellation, forfeiture of the appointment guaranty fee and/or application of an additional no-show fee of $150. If Customer Reschedules a Photography Session or a Virtual Viewing Session from the originally scheduled appointment time, Customer will forfeit the appointment guaranty fee. At the discretion of Up Close Studios and as a courtesy, Customer may be permitted to reschedule their appointment one time without penalty.

3.3. In House Payment Plan. Up Close Studios may offer Customer the ability to pay for their Order via a layaway program, referred to as an In House Payment Plan. Under this program, Customer makes monthly payments as described in the Order Form, until the Order is paid in full. Once the Order is paid in full, Product will be shipped to Customer by Up Close Studios. Should Customer utilize an In House Payment Plan, fifty percent (50%) of the Order value or seven hundred fifty dollars ($750), whichever is greater, is fully earned by Up Close Studios immediately upon placement of the Order to compensate Up Close Studios for Photography Services, Artistry Services and Administrative Services associated with the Order. Should Customer not complete the payments associated with the In House Payment Plan, the remainder of the Order value is fully refundable to Customer within thirty (30) days of a written request to Up Close Studios by Customer. Should Customer not notify Up Close Studios of their request for such refund prior to 12 months of the date of the Order, any payments made by Customer under the In House Payment Plan will be fully earned by Up Close Studios and are no longer eligible for refund.

3.4. Enter To Win Program. Up Close Studios regularly offers an Enter To Win Program to Customers. This Program allows selected Customers to obtain a single Photography Session at no cost. The Customer will have the opportunity to purchase images at an additional cost. Enter To Win Program winners are allowed to transfer their discounted services to a third party by notifying Up Close Studios. Customer participation in the Enter To Win Program is limited to one occurrence per immediate family each calendar year. To receive the Photography Session at no cost, Customers must adhere to the terms detailed in Section 3.2 herein.

3.5. Invoicing and Payment. Any invoiced charges are due immediately upon invoice. Unless otherwise specified in the Order Form, all payments are due and payable by Customer to Up Close Studios in United States dollars upon receipt of the invoice. Customer acknowledges fifty percent (50%) of the Order value or seven hundred fifty dollars ($750), whichever is greater, is fully earned by Up Close Studios immediately upon placement of the Order to compensate Up Close Studios for Photography Services, Artistry Services and Administrative Services associated with the Order. If Customer disputes any amounts set forth in the invoice, Customer shall notify Up Close Studios in writing within 15 days of the receipt of the invoice and the Parties shall work together in good faith to resolve such dispute. Should the Parties not be able to resolve such dispute, Customer explicitly waives any right to indirectly dispute an invoice or charge with Up Close Studios via their credit card company, merchant bank or any other provider of credit to Customer.

3.6. Late Payments and Interest. Undisputed payments not received by the due date will be assessed a finance charge of one and one half percent (1.5%) per month. If Customer is paying by credit or charge card, Customer acknowledges and agrees that this Agreement constitutes a services agreement as specified in the Order Form and Customer is not entitled to any refund.

3.7. Taxes and Delivery Fees. Customer will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Order purchased by Customer. Similarly, Customer will pay any applicable delivery fees charged to Up Close Studios by freight, shipping or delivery companies.

3.8. Invitation Program Fees and Rebooking Policy. For Customers participating in the Invitation Program, the session fee—ranging from twenty-five dollars ($25) to two hundred fifty dollars ($250)—is fully earned upon booking and is non-refundable. If a Customer reschedules either their Photography Session or Virtual Viewing Session within seven (7) days of the originally scheduled appointment, an additional rebooking fee of fifty dollars ($50) will be required to confirm a new appointment. This rebooking fee is separate from the forfeited original session fee and must be paid prior to rescheduling.

4. INFORMATION SECURITY AND PRIVACY

4.1. Information Security. In providing the Photography Services, Up Close Studios employs information security protocols and measures consistent with generally accepted industry standards, and in any event no less than commercially reasonable standards, considering the types and nature of the information processed, stored, accessed, collected and/or used by Up Close Studios and/or its permitted affiliates, agents, consultants, personnel and other representatives, and all applicable laws and regulations. Up Close Studios maintains a data breach plan and upon the occurrence of any data breach with respect to the systems maintained by or on behalf of Up Close Studios affecting Customer information, Up Close Studios will comply with all applicable laws and implement the procedures required under such data breach plan.

4.2. Privacy Policy. Up Close Studios complies with the Up Close Studios Privacy Policy which can be found at http://upclosestudios.com/privacy-policy

5. REPRESENTATIONS AND COVENANTS; WARRANTIES DISCLAIMER; LIMITATION OF LIABILITY

5.1. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Up Close Studios DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY SERVICES PROVIDED BY Up Close Studios HEREUNDER, INCLUDING WITHOUT LIMITATION THE PHOTOGRAPHY SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. Up Close Studios DOES NOT WARRANT THAT THE PHOTOGRAPHY SERVICES OR ANY OTHER SERVICES PROVIDED WILL MEET CUSTOMER’S REQUIREMENTS.

5.2. LIMITATION OF LIABILITY. IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, AND COSTS OF LOST OR DAMAGED DATA, EVEN IF AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

5.3. IN NO EVENT SHALL Up Close Studios’S TOTAL LIABILITY FOR ANY CLAIM(S) OR DEMANDS ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO Up Close Studios BY CUSTOMER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT(S) FROM WHICH THE CLAIM(S) OR DEMANDS AND LIABILITY ARISES. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS IN THIS SECTION ARE A MATERIAL BASIS OF THE BARGAIN, AND THE TERMS OF THIS AGREEMENT WOULD BE DIFFERENT WITHOUT SUCH LIMITATIONS.

6. INDEMNITY

6.1. Indemnification of Up Close Studios. Customer shall (a) defend Up Close Studios, its Affiliates, and their respective officers, directors and employees (individually, a “Up Close Studios Indemnity,” and collectively, “Up Close Studios Indemnities”), against any Permitted Up Close Studios Indemnity Claim, and (b) pay the amount (i) awarded to any such Third Party in any final judgment against any Up Close Studios Indemnity based on any Permitted Up Close Studios Indemnity Claim, or (ii) set forth in any written and executed settlement in full of any and all Permitted Up Close Studios Indemnity Claims of such Third Party. As used herein, “Permitted Up Close Studios Indemnity Claim” means any Third Party claim asserted against any Up Close Studios Indemnity that (1) Customer’s use of Up Close Studios’s services, or (2) arises from Customer’s material breach of the Agreement.

6.2. Procedure. The foregoing obligations are conditioned on Up Close Studios promptly notifying Customer in writing of such action, giving Customer sole control of the defense and settlement of the claims against Up Close Studios (except that Customer may not settle any claim against Up Close Studios unless it unconditionally releases Up Close Studios from all liability) and at Customer’s reasonable request and expense, assisting Customer in such defense.

7. MISCELLANEOUS

7.1. Survival. The provisions of Sections 1, 3, (to the extent of accrued and outstanding unpaid fees), 4, 5, 6, and 7 will survive the termination or expiration of this Agreement.

7.2. Independent Contractors; No Third-Party Beneficiaries. In making and performing this Agreement, Up Close Studios and Customer act and will act at all times as independent contractors, and nothing contained in this Agreement will be construed or implied to create an agency, partnership, or employer and employee relationship between them. Neither Party shall have the power by virtue of this Agreement to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent. This Agreement is entered into solely between the Parties and may only be enforced by a Party against the other Party.

7.3. Notices. All notices required by or relating to this Agreement will be in writing and will be sent by means of courier, by certified U.S. mail, postage prepaid and return receipt requested, by a nationally recognized express mail service or by electronic mail to the corresponding Party at: (a) with respect to Up Close Studios, the contact information listed below, and (b) with respect to Customer, any address or email made available to Up Close Studios by Customer. Notice will be effective upon receipt or refusal of delivery. Each party may change its address for receipt of notice by giving notice of such change to the other party.

If to Up Close Studios:

Up Close Studios 

777 Petty Road

Suite 203

Lawrenceville, GA 30043

With a copy to: hello@upclosestudios.com

7.4. Assignment. Except with respect to an assignment between Up Close Studios and any of its Affiliates, neither Party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld, except pursuant to a merger, acquisition, or sale of all or substantially all of such Party’s assets, in which case assignment shall be permitted without the consent of the other Party. Except as permitted by the foregoing, any attempted assignment will be null, void, and of no effect. In the event of permitted assignment of this Agreement, all terms and conditions hereof, will be binding on and inure to the assignee as though such assignee were an original Party hereto.

7.5. Force Majeure. Any delay in the performance of any duties or obligations of either party, except the payment of money owed, will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party (a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

7.6. Intellectual Property. The Parties retain all rights, title, and interest in and to their respective intellectual property and nothing in this Agreement, or the performance of a Party’s obligations hereunder, shall, or be construed to, operate as, or to cause, any conveyance, license, or other transfer of a Party’s intellectual property rights to the other Party or any Third Party.

7.7. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Georgia, U.S.A. without regard to, or application of, any choice of law or conflicts of law rules thereof. This Agreement is prepared and executed in the English language only and any translations of this Agreement into any other language that either Party may prepare shall have no legal or binding effect on the other Party.

7.8. Jurisdiction and Venue. The Parties agree that any claims of any kind arising from, or related to, this Agreement shall be commenced exclusively in a state or federal court sitting in the state of Georgia U.S.A and each Party hereby (a) irrevocably submits to the jurisdiction of such courts over it, and (b) waives, and agrees not to assert in any action or proceeding in such courts to the fullest permitted by law any defense or objection that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement, or the subject matter hereof, or any of the transactions contemplated hereby, may not be enforced in or by such courts. Notwithstanding the foregoing, either Party may commence in any court of competent jurisdiction an action solely for the purpose of obtaining an injunction against the other Party for an alleged violation hereof.

7.9. Agreement, Modifications, Sever-ability, and Waiver. This Agreement, together with all Exhibits attached hereto, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous, oral or written agreements, discussions, and understandings between the Parties with respect to the subject matter hereof, it being understood that neither Party will be bound by any conditions, inducements, or representations other than as expressly provided for herein. This Agreement may not be amended or modified except in writing duly executed by the Parties. If any provision of this Agreement is invalid or unenforceable for any reason in any court or tribunal of competent jurisdiction, such provision will be construed to have been modified to the minimum extent necessary to cure such invalidity or un-enforceability. The invalidity or un-enforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering such provision invalid or unenforceable in any other case, circumstance, or jurisdiction or of rendering other provisions of this Agreement invalid or unenforceable whatsoever. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is, or would be, sought and any such waiver will constitute a waiver only with respect to the specific matter described there in and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.

7.10. Counterparts. This Agreement may be executed in counterparts, including by electronic transmission, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same Agreement.