This is an agreement between MDRN Creative Group Inc. (“MDRN”) and (the “Client”) as outlined on the invoice whereby MDRN agrees to provide certain photo and/or video services as set out more specifically in Schedule “A” (the “Agreement”).
In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, MDRN and the Client (individually, the “Party” and collectively, the “Parties”) agree as follows:
1. Services. MDRN will provide the Services as set out on Schedule “A”, and as may be amended by mutual agreement of the Parties in writing (the “Services”).
2. Term. The term of this Agreement (the “Term”) will begin on the date set out above and will remain in effect until the completion of the Services, or termination in accordance with the terms of this Agreement.
3. Termination. This Agreement may be terminated on the following terms. In each of the following except 4(b), the Retainer will not be refunded, except as MDRN may decide at their sole discretion. The Client agrees that the Retainer is fully earned upon payment. In each of the following the Client will reimburse MDRN for any Expenses incurred up to the date of termination, except as MDRN may decide at their sole discretion:
Mutually: This Agreement may be terminated immediately upon mutual consent of both Parties in writing;
By MDRN: MDRN may terminate the Agreement on twenty (20) days’ notice, and will refund the Retainer and any Fees paid;
By Client: if the Client terminates the Agreement:
less than fifteen (15) days prior to the Event the Client agrees to pay MDRN 100% of the Fees;
between fifteen (15) days and thirty (30) days prior to the Event the Client agrees to pay MDRN 75% of the Fees;
more than thirty (30) days prior to the Event, the Client is not be responsible for paying the Fees.
Company Safety: If at any time MDRN, including any of its employees, contractors, or affiliates, is threatened, endangered, or otherwise made to feel unsafe by the Client, the environment, or otherwise while providing the Services, including by reasons related to sickness and disease, MDRN may immediately and unilaterally terminate this Agreement, and the Client is obligated to pay 100% of the Fees.
Failure to Provide Fees: If the Client fails to pay to MDRN the Retainer, Fees or Expenses according to the schedule set out in Schedule “A” within 5 business days of being due, MDRN may immediately terminate this Agreement, and the Client is obligated to pay 75% of the Fees and, for greater clarity, all of the Retainer and any Expenses incurred, except as MDRN may decide at their sole discretion.
Material Breach: If the Client or MDRN materially breach the Agreement and having received notice of such material breach from the non-defaulting party, fails to remedy it to the satisfaction of the non-defaulting party within 10 business days of the notice, the non-defaulting party may terminate the Agreement effective immediately upon written notice. If the Client is the defaulting Party, the Client agrees to pay 100% of the Fees. If MDRN is the defaulting party, notwithstanding anything in section 4 MDRN will refund the Retainer and any Fees paid.
Frustration: Either Party may terminate the Agreement in the event the Agreement is frustrated by any supervening event (other than by Force Majeure Event, defined in section 4(h)) which may occur independently of the will of the parties. The Parties agree to use diligent efforts to mitigate the impact of the frustrating event, and to this end will consider reasonable alternative dates and/or service providers for the Event. Any alternative date will be subject to a rescheduling fee of $500, except as MDRN may decide at their sole discretion. If the Parties cannot agree on a reasonable solution, either Party may terminate the Agreement. All Fees paid up to the date of termination are non-refundable except as MDRN may decide at their sole discretion. And, for greater clarity, the Retainer is non-refundable and the Client agrees to reimburse MDRN for any Expenses incurred up to the date of termination.
Force Majeure: If a Party is prevented from performing any of its obligations hereunder, when and to the extent that performance is prevented by or results from acts beyond the non-performing Party’s reasonable control, including without limitation (each, a “Force Majeure Event”) (a) acts of God; (b) flood, fire, earthquake, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) disease, pandemics and epidemics; and (i) shortage of adequate power or transportation facilities, the non-performing Party shall not be liable for breach of the Agreement. The non-performing party shall give notice within 5 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue, and will use diligent efforts to end the non-performance and ensure the effects of the Force Majeure Event are minimized. To this end, the Parties will consider reasonable alternative dates and/or service providers for the Event. Any alternative date will be subject to a rescheduling fee of $500, except as MDRN may decide at their sole discretion. If the Parties cannot agree on a reasonable solution, either Party may terminate the Agreement. All Fees paid up to the date of termination are non-refundable except as MDRN may decide at their sole discretion. And, for greater clarity, the Retainer is non-refundable and the Client agrees to reimburse MDRN for any Expenses incurred up to the date of termination.
4. Rescheduling: If the Client requests to reschedule the date of the Event MDRN may grant or refuse the request at their sole discretion for any reason. Any request to reschedule must be made in writing at least twenty-five (25) days in advance of the original date, and:
If the Client requests to reschedule the date of the Event to a date that is less than thirty (30) days from the original date, a $150 + HST rescheduling fee will apply; or
If the Client requests to reschedule the date of the Event to a date that is more than thirty (30) days from the original date, the amounts payable by the Client under this Agreement will be subject to change as may be agreed to by the Parties in writing, and any Retainer or Damage Deposit will not be refunded; and all other terms of this Agreement remain unchanged. Any rescheduling fee is due on the date the Parties agree to reschedule and is non-refundable, non-transferrable, and fully earned when paid.
If the client is rescheduling due to COVID restrictions or lockdowns no reschedule fee will apply for any new date selected prior to December 31st 2022.
Client may move their original date 2 times with no penalty prior to December 31st 2022.
5. Travel & Location
MDRN will travel 50km (round trip) from their studio location (65 Denzil Doyle Court Road, Kanata Ontario, K2M 2G8) at no additional cost for on location events. Events farther than this will incur a cost of $0.55 per additional km plus an hourly rate for travel.
6. Copyright.
The Client understands that all of the photographs and videos produced, including duplications, produced by MDRN (the “Media”) constitute copyright-protected works, and MDRN owns the right to use, exhibit, distribute, submit, assign, license and otherwise use the Media.
The Client understands that MDRN retains copyright in the Media, and agrees that MDRN may use and publish the Media, which may contain images of the Client and Event guests (“Guests”), for electronic and print marketing materials, including social media, website, blog and other social media pages, commercial purposes, and other uses at their sole discretion. The Client and Guests will not be compensated for MDRN’s use of the Media.
7. Intellectual Property
All work in progress, sketches, plans, documents, designs, concepts, processes, layouts, and drawings created by MDRN (the “Work Product”), with or without the involvement or assistance of the Client, is the sole property of MDRN (the “Intellectual Property”). Without limiting the generality of the foregoing, the Client may not use the Intellectual Property except as explicitly stated in this Agreement, without MDRN’s express written permission.
8. Liability.
MDRN SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CLIENT FOR ANY AMOUNT, WHETHER AS INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ITS PROVISION OF THE SERVICES WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF MDRN IS FOUND TO BE LIABLE TO THE CLIENT BY A COURT OF COMPETENT JURISDICTION FOR ANY HARM OR LOSS, SUCH LIABILITY SHALL BE RESTRICTED TO THE AGGREGATE COMPENSATION PAID BY THE CLIENT TO MDRN FOR THE SERVICES SET OUT HEREIN.
If this Agreement is frustrated by an event, including but not limited to travel and border issues, that prevents MDRN from providing the Services for reasons beyond the control of MDRN, MDRN is not responsible or liable for any damages whatsoever.
In the event that digital files are lost, stolen, or destroyed for reasons beyond MDRN’s control, including but not limited to photobooth, camera, hard drive, or Equipment malfunction, before they are provided to the Client pursuant to the terms of this Agreement, MDRN’s liability is limited to the return of all payments received for the Services, less Expenses incurred. The limit of liability for a partial loss of Media shall be a prorated amount based on the percentage of the Services that were not provided, as measured by percentage time of the Event unless otherwise agreed. MDRN is not liable for damages beyond the refund of any payments received.
The Client agrees to be responsible for any damage or theft occurring to any of MDRN’s equipment or property, including but not limited to the photobooth, cameras, hard drives, props, cables, amps, stands, and lights (the “Equipment”) during or as a result of the Event or the actions of any of the Guests, other Event vendor or Event staff, or as a result of any condition or occurrence at the Event which results in damage, other than damage which results solely from MDRN’s negligence. If the Equipment is damaged or stolen, other than which results solely from MDRN’s negligence, section 2.b of Schedule “A” will apply.
The Client agrees to be responsible for the actions of everyone who attends the event, including Guests and Event vendors, Event staff, and other individuals that come into contact with the Equipment. The Client agrees for themselves and behalf of said individuals to use the Equipment in a good and careful manner and to comply with all of MDRN’s requirements and recommendations respecting the Equipment. The Client, or any other party, will not alter, modify or attach anything to the Equipment without prior written consent of MDRN.
MDRN will provide the Services to the standard of a reasonable professional, but is not responsible for compromised coverage due to causes beyond their control, including but not limited to obtrusive guests, lateness of the Client, weather conditions, schedule complications, incorrect addresses provided by the client, or negative background or lighting conditions.
9. Return Policy. MDRN wants every client to be completely satisfied with the services. However, due to the nature of the Services, no refunds will be issued. If the Client is unhappy for any reason, the Client should contact MDRN immediately and MDRN will attempt to find a reasonable solution but does not guarantee any.
10. Prints
If photographic prints are provided as part of the Services:
The Client is aware that colour dyes in photography prints may fade or discolour over time due to the inherent qualities of dyes. MDRN is not liable for any claims whatsoever based upon fading or discolouration due to such inherent qualities.
The Client understands that should they decide to order prints outside of MDRN, print quality (e.g. colour, resolution, grain, etc.) is not the responsibility of MDRN. MDRN is not liable for any claims based on print quality of outside labs, facilities, vendors, etc.
11. Subcontracting. MDRN may subcontract, either wholly or partially, any work under this Agreement to its affiliates or any other third party. MDRN will be deemed to have performed any work actually performed by a subcontractor and remain responsible and liable for any work performed by a subcontractor as if MDRN had provided the work itself.
12. Permits. Unless otherwise agreed to in writing, the Client is responsible for acquiring all permits and necessary permission related to MDRN’s provision of the Services.
13. Location Guidelines. MDRN is limited by the rules and guidelines of the location(s) and site management where the Services will be provided. The Client agrees to accept the technical results of their imposition on MDRN. Negotiations with officials for moderation of guidelines, if any, are the Client’s responsibility.
14. Weather and Outdoors. If the Services, or part thereof, will be provided outdoors, the Client shall provide overhead shelter and sufficient protection from the elements. MDRN reserves the right to cease providing the Services should the weather pose a danger to any MDRN employee, contractor, affiliate, or agent, or any Equipment or Guests. MDRN will make every reasonable effort to continue providing the Services, including by performing them indoors. MDRN’s compensation will not be affected if it cannot provide the Services for reasons related to weather or the outdoors.
15. Parking. The Client will ensure that parking is available on site for MDRN and its employees, affiliates, contractors, and agents, at no cost to MDRN.
16. Entire Agreement & Amendments. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof. There are no oral warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. Any amendments to this Agreement shall be made in writing and acknowledged by all parties, and amendments by email or other electronic communications which clearly identify that it is the intention of the parties to amend this Agreement shall be acceptable as a form of amendment.
17. Notice. All notices or other communications required or permitted by the Agreement will be given in writing or email and delivered to the Parties of this Agreement as follows:
18. Interpretation. It is the desire of the parties hereto that this Agreement be accorded a liberal interpretation consistent with its declared intent and purpose.
19. Governing law. This Agreement shall be governed by and construed in accordance with the law of the Province of Ontario and the laws of Canada applicable herein.
20. Dispute Resolution If any dispute occurs between the Parties relating to the application, interpretation, implementation or validity of this Agreement, the Parties agree to resolve the dispute through good faith negotiation, and failing that, by binding and final arbitration in the city of Ottawa with no appeal. This section 17. shall survive the termination of this Agreement.
21. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof, and any such invalid or unenforceable provision will be deemed to severable.
22. Counterparts & Electronic Signatures. This Agreement may be executed by the Parties in counterparts and may be delivered by facsimile or other means of electronic communication and all such counterparts, taken together, shall constitute one and the same agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.
23. PRODUCT WARRANTIES AND MAINTENANCE PROCEDURE The Supplier guarantees that it will deliver a fully operational and functional Photobooth. After the Photobooth is delivered, the Supplier makes no warranties or guarantees regarding the functionality of the hardware or software and disclaims all liability for loss of function of the Photobooth due to hardware or software malfunction or software updates. The Supplier disclaims all liability for loss of function arising from user error.Should the Photobooth become inoperable, the Customer must notify the Supplier by phone (343-888-8893) or email (info@mdrnphotoboothcompany.com) and the Supplier will provide a technician which will be available within 24 hours and attempt to resolve the issue as soon as possible. The Customer understands that depending on the severity of the issue, the Customer may be without a functional Photobooth while the issue is being resolved.
SCHEDULE “A”
PHOTO/ VIDEO ACTIVATION
The capitalized terms used in this Schedule “A” are given the same meaning as in the Services Agreement, dated {today_date}
1. Services
MDRN will provide services as described below:
MDRN will provide the Equipment or program required to provide the Services.
MDRN grants the Client a limited license to use the Media created during the Event for non-commercial purposes, and for other purposes with the written consent of MDRN. For clarity the Media may not be used for advertising campaigns, except in the promotion of future events.
And additional services as may be agreed to by the Parties in writing.
Service Description:
GLAM Photobooth
3 hours of booth time
Booth Attendant
4 x 6 Monogrammed Print - One Per Person In The Photo
Email Sharing
Private Online Gallery
White Backdrop
GLAM Filter
Upgrades: As stipulated in the invoice.
2. Fees, Expenses & Payment terms:
The Client agrees to pay MDRN a non-refundable and non-transferrable amount of $500 +HST that is due, owing, and earned on the signing of this Agreement (the “Retainer”). The Retainer is required to reserve the date and time of the Event, and to allow MDRN to plan and provide the Services.
The Client agrees to pay to MDRN the fees outlined in the invoice + HST (the “Fees”), due at the time of signing which includes the non-refundable retainer.
Monthly payment plans must be paid on time as per the set and agreed upon schedule, including the non-refundable retainer.
The Client shall at their sole expense provide the following to MDRN (the “Expenses”):
All expenses incurred in the completion of the Services, including design fees and custom items created and ordered;
Travel cost of $0.55 per km over 50km from MDRN studio; and
Hourly rate for travel
Payment Terms:
Any late payment bears interest at a rate of 5% per month.
Any prints must be paid for in advance and prior to delivery.
Any other compensation that may be payable by the Client is due within 30 days of receipt of invoice and bears interest at a rate of 5% per month thereafter.
All prices are subject to change at any time and without notice.
Payment may be made by cash, credit card, cheque, or e-transfer. Please make cheques payable to MDRN Creative Group Inc. Dishonoured cheques will result in a $75 service fee. Please send e-transfers to hello@mdrnphotoboothcompany.com.
3. Client Obligations
The Client will arrange for an appropriate space and access for the Services to be completed in the Event location, including [ power, etc. ] . The Client will arrange for access to this space a minimum of two (2) hours before the start of the Event to allow MDRN to set up. If set up is required in advance of this time, an idle time charge of $50/hour + HST will apply. The Client will arrange for access to this space for one (1) hour after the contracted time for tear down. If tear down cannot occur during this time an idle time charge of $50/hour + HST will apply.
The space mentioned in section 3.a) shall be: 10x10 for any digital or print photobooth OR 20x20 for any 360 video booth or array booth
The Client is responsible for backing up any digital versions of the Media after they are delivered.
The Client understands that inherent colour qualities of images differ between the Equipment, computer monitors and printers. The Equipment is colour calibrated, and MDRN is not responsible for any claims based on colour discrepancies.
MDRN may at any time and for any reason and in their sole discretion, require that only MDRN and its employees, contractors or agents come into direct physical contact with the Equipment, or determine that the Client and Guests may only operate the Equipment using touchless means such as a QR Code. Any features of the Equipment that require the Client or Guests coming into direct contact with the Equipment, such as certain games, may not be accessible. No refund will be granted for this limitation.
MDRN will be the only photobooth photography service hired for the Event.