Avenue3 Studio: Terms and Conditions
Definitions Of Terms
By hiring Avenue3 Studios (referred to herein as “the Agency”), any such group, company, or individual (referred to herein as “Client”) agrees to commission the Agency to create and deliver visual content, and the Client agrees to be bound by the following terms and conditions (“Terms of Service”).
The services offered by the Agency under the Terms of Service include various imagery services (“Services”), including but not limited to photography, graphic design, retouching, video, and other forms of visual imagery, which means all viewable renditions furnished by the Agency hereunder, whether captured or stored in photographic magnetic, optical, or any other medium whatsoever.
The Agency reserves the right to update and change the Terms of Service by posting updates and changes to contracts signed for each project for hire. By using Agency Services after an update has been posted, the Client agrees to be bound by the version of our Terms of Service active at the time of purchase.
By placing an order with the Agency, the Client acknowledges and accepts all of the terms and conditions contained in this Terms of Service agreement.
1. Project Definitions And Minimums
1.1 Low Volume Standard Orders
Photography using a solid color background (excludes motion and gifs) in which customers provide clear shot direction according to the Agency’s standards, as outlined in Section 6 of these Terms of Service.
25 - 50 photos per photography booking. Acceptance of orders less than 25 images is subject to the Agency’s discretion.
No contract is required beyond the implied agreement within these Terms And Conditions regarding the Agency’s Services by placing an order with the Agency.
The Agency will provide a custom estimate based on the scope of each individual project, and payment is due in full upon receipt of the invoice unless additional payment terms have been outlined within the estimate.
1.2 High Volume Standard Orders
Photography using a solid color background (excludes motion and gifs) in which customers provide clear shot direction according to the Agency’s standards, as outlined in Section 6 of these Terms of Service.
Orders greater than 50 images will require a signed contract between the Agency and the Client.
The Agency will provide a custom estimate based on the scope of each individual project. A 50% down payment is due upon receipt of the invoice. Remaining balance and any overages will be due before project completion. Once payment and balance is paid in full all assets will be made available.
1.3 Creative Orders
Motion, Gifs, or still photography requiring Art Direction from the Agency.
Minimum of 5 creative images per booking. Bookings for less than 5 images are subject to acceptance at the Agency’s sole discretion.
Orders requesting Agency Art Direction will require a signed contract between the Agency and the Client.
The Agency will provide a custom estimate based on the scope of each individual project.
A 20% down payment is due upon receipt of the invoice before concept building can begin. The remaining 80% is due upon approval of concepts before production may begin, unless otherwise agreed upon between the Agency and Client in writing.
2. Bookings, Photography Sessions, Photo Shoots
Clients must schedule their photography booking (when their products will be shot) through the Agency prior to shipping any products, props, or other materials required for their order.
All prop or product deliveries must be scheduled through the Agency before being delivered to the Agency Studio or Photographer, unless otherwise approved by the Agency in written form.
Tracking information must be provided to the Agency at time of shipment.
The Agency will take all reasonable care to safely secure all Client property within its possession. However, by shipping to or dropping off any item for the Agency and/or its affiliates, the Client understands that loss, damage, or destruction of property may happen due to circumstances beyond the Agency and/or its affiliates control, and hereby agrees that neither the Agency nor its affiliates will be held liable for loss, damage or destruction of Client property. The Agency is not responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemic or pandemic, Government Orders, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
Any items shipped to the Agency Studio without Agency approval or scheduled booking date may be returned to the senders address at the Client’s expense, or discarded at the Agency’s discretion, with notice provided by the Agency.
Specific Agency Talent may be requested for orders, however the Client understands and accepts that the Agency makes no guarantees that individual talent will accept, or be available for, accounts they are not contractually obligated to fulfill.
Production must be scheduled through the Agency with a minimum of 2 weeks notice.
Production that is scheduled less than 2 weeks in advance will be subject to late booking, booking date adjustment or rush fees at the discretion of the Agency.
If the Client wishes to secure talent for a span of time without a specific date for production, the Client must pay a holding fee in order to secure the Talent’s time during that window. Holding Fees for Talent are separate from Talents’ production rates.
3. Storage
Client-provided products, props, or other items may not be stored with the Agency or its affiliates for longer than 10 days from date of delivery of assets, unless otherwise approved by the Agency.
After 10 days, Clients will receive notification if their order is still being held. They will have the option to pay for return shipping, provide a prepaid label, request additional shots and pay for those additional shots, or ask us to donate/keep their items.
If a request to keep or donate items is made, all items associated with the order will be removed from the agency inventory and will no longer be available for return or photography.
Should any items need to be held for longer than 10 days outside of production, a storage fee of $2/square ft will be billed to the Client bi-weekly for the duration of their storage by the Agency and/or its affiliates, with payment due upon receipt.
Storage fees with outstanding payment longer than 2 weeks will incur a late fee of $10/day, which will be invoiced after the outstanding storage fee balance is settled.
Items may not be stored by the Agency for longer than 30 days without written approval by the Agency. After 30 days, paid storage items without extended storage approval will be shipped back at the Clients expense. If no return shipping information is provided or Clients refuse to provide return shipping information, account or funds, items will be donated or discarded at the Agency’s discretion.
Order Discrepancies
The client is solely responsible for sending the correct products for Agency services. The Agency is under no obligation to provide free expedited turnaround due to receipt of incorrect product from the Client.
The Agency makes no guarantee to review products prior to photography starting. As such, discrepancies may go undetected until production begins. In the event the Agency discovers a discrepancy, the Agency may, at its option, proceed in one of the following ways:
Photograph all provided products, contact Client and inform it of the discrepancy and request additional payment, or
Place the order “On Hold” until such time as the Client is able to resolve the discrepancy.
If the Agency elects to shoot all products, Client will be informed of such decision and the Agency will provide all images with a watermark until the balance due for the additional images has been paid.
4. Refund Policy
4.1 Low Volume Standard Orders
The Client may request a refund on unused funds within 30 days of initial payment, after which funds will no longer be eligible for refunding. Non-refundable funds may be used as Agency credit towards other Agency goods and/or services.
4.2 High Volume Standard Orders
The Client may request a refund on unused credits within 60 days of initial payment, after which funds will no longer be eligible for refunding. Non-refundable funds may be used as Agency credit towards other Agency goods and/or services.
4.3 Creative Orders
The Client may request a refund on Creative orders up to 48 hours after payment. After 48 hours, all funds paid are non-refundable, but may be credited towards other Agency goods and services for up to one calendar year from the time of payment.
All refunds are issued in the original form of payment and are subject to the processing times and/or fees of the applicable third party financial institution.
All refunds are final and, upon issuance, deem the order automatically closed.
4.4 Unpaid Goods and Services
Any images, designs, videos, or other products, in full or in part, from the Agency that are refunded or otherwise credited back to the Client’s bank account, are immediately deemed unpaid goods.
In such a case, effective immediately when funds are removed from the Agency account, Client usage rights to the goods linked to those funds are revoked in full.
Any usage of unpaid goods by the Client will be in direct violation of these terms, and subject to prosecution according to the governing laws of Illinois.
5. Image Approval / Revision Policy
5.1 Approval
Clients will be notified of asset delivery via email after completed images are posted for download, and will have the opportunity to approve or disapprove images by responding to the notification email.
Failure to respond to the notification email for any reason within 7 days of receipt will result in the images being deemed automatically approved and the order closed.
Once an image is approved by the Client (including a deemed approval for failure to respond) no refunds associated with the approved images will be permitted, and any additional photography, retouching, or other modifications will be billable according to the rates set by the Agency or its affiliates for the necessary services.
Once items have left the Agency’s possession, regardless of approval status, the order(s) associated with those products are deemed closed. Any additional photography, retouching, or other modifications will be billable according to the rates set by the Agency or its affiliates for the associated order(s).
Notwithstanding anything to the contrary contained in these Terms of Service, Client’s use, display or other dissemination of any image shall constitute Client's Approval and satisfaction of the Image(s), at which time the Client shall be entitled to no further remedy for dissatisfaction with the provided image(s), including but not limited to: refunds, reshoots, or retouching.
5.2 Disapproval
Clients have the right to disapprove their images for 7 days after initial delivery. The Client’s sole remedy from the Agency for disapproval of images or other visual mediums created by the Agency will be through revisions.
Revision requests are defined as alterations or corrections to visual mediums created by the Agency for the Client. Revision requests must be expressly made to the Agency in writing with notes and markups clearly identifying requested changes. Verbal or other non-written information will not be considered unless also stated in writing.
In the event that the Client would like changes or otherwise disapproves of images provided through the Agency, then next steps and available options for remedy are as follows:
5.2.1 Shoot Direction Policy Was Followed
If both (i) the Client has complied with the clear shot direction defined in Section 6 of these Terms of Service; and (ii) the Agency has failed to reasonably match the Objective Shooting Criteria pursuant to the instruction given by Client and Client provided materials (which include, but are not limited to “comps,” drawings, illustrations, tear sheets, cell phone images, and reference urls), then:
The Agency will reshoot or retouch (at its choosing) the disapproved images up to two (2) times at no additional cost to Client within the original shoot parameters.
Two (2) complementary reshoots or retouches as described above shall be the Client’s sole and exclusive remedy for image disapproval.
5.2.2 Shoot Direction Policy Was Not Followed
If the Client has not complied with the Agency General Direction Shooting Policy or has otherwise left any type of Art Direction up to the discretion of the Agency, then the Client will not be entitled to complimentary revisions or reshoots as described in Section 5.2.1. In such a case, the Client’s only available remedy for disapproved images will be through paid reshoots and/or retouching at the rate set by the Agency or its affiliates.
6. Shooting Direction Policy
6.1 Shooting Direction
In order to qualify for complementary revisions as outlined in section 5.2.1, clients are required to provide what the Agency deems as “clear shot direction”. For the purpose of these Terms of Services, clear shot direction is defined as the following Objective Shooting Criteria:
Written identification of which product(s) to photograph
Image reference showing how all items and images should be positioned and styled
Image reference for the style of lighting to be used for all images
Image reference for what camera angle to use for all images
Written notes detailing prep, styling, or modifications required for production
All information identified above in 6.1 subsections I-V provided within a single document, with all information present, legible, and organized for each individual image that is being created by the Agency for the Client
If the Client provides all aspects of clear shot direction and the Agency fails to reasonably follow the direction provided, then the Agency will correct the error at no additional cost to the Client through complimentary reshoots or revisions (Agency’s choice).
If the Client fails to provide any element of clear shot direction as described above, the Client understands that the Agency is under no obligation to provide complimentary revisions or reshoots, as the Agency did not have enough information and is therefore not at fault for the errors in production. As a result, the Client accepts that any correction or change to the images will be billable at the rates set by the Agency or its affiliates.
The following types of shot direction do not qualify as clear shot direction:
Verbalizing direction over the phone or in person
Providing details and reference imagery through multiple email communications
Any notion or assumption that the Agency or its affiliates should divert from the provided shot direction in order to improve the image in a subjective or presumed objective manner
Partial shot direction that is missing any element that has been outlined under what defines clear shot direction within these Terms of Service
Contradictory information (for example, if a client requests straight on but provides an angled match image), of which the Agency cannot reasonably assume which element should supercede the other
In accordance with the above outlines detailing what is and is not clear shot direction for the Agency, the Client accepts that it is the responsibility of the Client, not of the Agency, to ensure all shot direction is clear and complete for production. In such cases where there is incomplete or insufficient direction, the Agency and its affiliates reserve the right to move forward with production at their discretion, even if the end result is a necessary reshoot with improved shot direction, which will be completed at the Clients expense pursuant of Section 5.2.2 in this Terms of Service.
If the Client does not explicitly waive the right to provide shooting direction, then the Client is responsible for submitting materials sufficient to provide the Agency with clear direction and instruction on how to produce the commissioned visual content. Such materials include, but are not limited to: “comps,” drawings, illustrations, tear sheets, cell phone images, and reference urls.
The Agency and/or its affiliates will complete production using their best judgment based on the information provided, including situations where incomplete shot direction has been provided by the Client.
6.2 Elements Of Chance & The Spirit Of The Match Image
Elements of chance are items, styles, or other production situations where exact direction cannot reasonably be provided and/or followed because of an innate unpredictable and/or uncontrollable nature of an element of production that limits or inhibits the Agency’s ability to produce an exact replica.
For example: The Client provides a match image of a cosmetic swatch of lipstick for the Agency to replicate. The Agency and its affiliates will try to match the general look of the swatch, however the Agency cannot reasonably be expected to replicate the exact shape, size, styling or texture of the swatch in the match image.
Elements of chance do not qualify for free revisions if the Agency has made a good faith effort to reproduce the general spirit of the match image, which is defined as the general shape, position, lighting, and/or style presented in the match image.
Elements of chance include but are not limited to the following situations what will reasonably present some minor level of styling, prep, or shooting circumstances outside of the Agency’s control:
Content that requires live subject matter, such as models or pets
Content involving unpackaged foods, powders, creams, gels, liquids, oils, or other subjects of similar nature, whether consumable or non-consumable
Large complex groups
Soft items made of fabric, leather, plastic, fur, or other malleable man and non-man made materials
Product Quality
To ensure the Agency is able to produce the highest quality deliverables, the Client agrees to provide the best versions available of any products, props, digital assets, or other materials required for their visual content.
The Agency is not responsible for any damage or loss to products provided by the Client to the Agency unless such damage or loss is due to the Agency’s gross negligence or intentional misconduct while the product(s) is inside the Agency studio.
The Client agrees that the Agency will photograph the item in the condition in which it arrives at the Agency studio. In the event the Agency receives any Client items in a condition which does not materially match that which is evidenced in the Client provided Materials, the Agency will use reasonable efforts to contact the Client and request a new sample product more closely matching that appearing in the Materials. Any Customer dispute or disapproval regarding product quality before, during, or after production will be subject to the Agency Refund Policy.
Product Quality Correction
In the event that the Agency deems a product contains visual flaws (i.e. discoloration, dents, scuffs, scratches, printing errors, manufacturing errors etc.) the Agency may, at its option, retouch the images at no additional cost to the Client, however it is under no obligation to do so. The Client may request the Agency to correct visual flaws before or after production, and accept that it is at the Agency’s sole discretion to correct or not correct those flaws, with or without billing the Client for the work required.
In the event that the Agency interpreted a product detail as a flaw and incorrectly modified it, the Agency will correct the error at no cost to the Client.
Props
Props are defined as items other than the product to enhance the photo.
With the exception of props that are available at the Agency Studio, Clients shall provide all props necessary for the Agency to complete the requested Services, either through providing the props themselves or funding the acquisition of props through the Agency.
Clear direction for props is required as described in Section 6 of these Terms of Service.
Pre-Approval Images & Live Art Direction
Prohibited Services
Clients are prohibited from being present on-set during production without the explicit written permission of the Agency.
The Agency will not photograph different versions for the Client to pick from. As such, Clients will not receive different versions of imagery to choose from while production is underway. Each image being photographed must be paid for in advance of production, unless otherwise agreed upon in writing between the Agency and Client.
The Agency or its affiliates will not hold production in order for the Client to provide or seek approval for individual images during production. Production can only be paused if the Agency alone deems pause is necessary.
Live Client Art Direction is prohibited unless otherwise approved by the Agency. Live Client Art Direction is defined as the Client or representative, either in-person or virtually, providing real-time direction, feedback, questions, or other forms of interaction with the Agency during production, which will otherwise hinder the Agency’s ability to effectively perform the Services.
Pre-Approval Images
Pre-Approval Images are images that are taken of the product following the direction provided by the Client that are meant to be reviewed, revised, and approved in advance of completing the rest of the order.
Pre-Approval Images require a set hold, and therefore prevent other orders from being photographed on that set, which is prohibited.
Instead, Clients have the option to have the Agency do a paid Test Shoot. A Test Shoot is defined as a booking for a single Test Image, with or without shot direction by the Clients choice, that is scheduled with the goal to finalize shot direction without a set hold for the rest of production. In order to receive a Test Shoot, Clients must schedule it with an Agency Representative in advance of the full production and pay the Agency rate for the service.
In the event that a Pre-Approval Image is provided, it supersedes the shooting direction provided by the Client. Subjective aspects of the Pre-Approval Image, including, but not limited to overall lighting quality and highlight position will determine how other similar products will be photographed.
In the event that a test shot is completed and approved, the Objective Shooting Criteria from the Test Shoot will supersede all previously provided shot direction from the client.
If the Client requests to change any aspect of an image that otherwise correctly follows the Objective Shooting Criteria of the Test Shoot, then the client will not qualify for free revisions and no refunds will be allowed on the image and/or order referencing the approved Test Image.
Turn Around Time & Delays
Turn Around Times
Turnaround times start at 7-10 business days for standard order volumes under 25 total shots and does not apply to month to month contracts or large volume contracts. These times are subject to change based on a number of factors, including but not limited to:
Studio capacity at the time the product arrives at the studio.
When complete and clear shot direction is provided.
Circumstances involving forces beyond the Agency’s control, such as those included below:
The Agency is not liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation: strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, epidemics or pandemics, Government orders, and interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services.
“Business Days” refers to days that the Agency is open, and does not include days when the Agency is closed, such as weekends and holidays. The Agency may close without notice, and such closures may affect turnaround times.
Rush delivery is available upon request, subject to the Agency’s discretion and capabilities. Fees apply.
Late Image Delivery
If images are delivered late with less than 24 hour notice, the Client may request a 5% refund on the value of the late images. This does not apply to late delivery on revisions or retouching.
Projects Placed “On Hold”
A project may be placed “on hold” before, during, or after production in the event that any part of the process is awaiting Client action and/or response. When the project is placed “on hold”, all production stops until the cause of the hold has been resolved. This may impact turnaround times, and due dates are subject to change.
Following sufficient Client response to remedy the issue leading to the hold, the hold will end and production will resume. A new delivery date estimate will be provided at the time that the hold is lifted.
Image Ownership And Usage & Copyright
Copyright Licensing Agreement
The Agency and the creative contractors that work for the Agency shall retain all ownership rights and copyright of all photography, design, video, and other visual mediums that it creates, hereby referred to as “content” in this Agreement.
Client Usage Rights
Included in the value of Agency content commissioned by the Client, the Agency grants the Client a worldwide, royalty free, perpetual license to use and display the commissioned work in an unlimited number of mediums for promotional and advertising purposes.
As the Agency retains the full copyright of the content it creates, the Client agrees that the Agency may use commissioned content for the Agency’s own promotional and marketing purposes, including all social media posts unless an NDA or a request is made by the Client to temporarily withhold usage for such promotional or marketing purposes.
The Client is not permitted to re-license or sell ownership of any Agency-owned content, without the prior written approval from the Agency. The Client may allow third party retailers, such as Amazon or selling sites, to use the content they purchased through the Agency to promote the sale of their products, subject to the licensing terms set forth in these Terms of Service. If the Client is a wholesaler, then the Client may allow retailers to use the Images, subject to the same restrictions set forth in these Terms of Service.
The usage rights described in this agreement are solely applicable to commissioned work created by the Agency for the Client. The Agency retains all copyright for refunded content, chargebacks, or other content that has not been paid for by the Client. In the event that the Agency provides a refund, or, if the Client issues a chargeback, or otherwise receives back the funds paid to the Agency for goods or services, all Client usage rights are immediately removed and void. Any use of uncommissioned Agency content by the Client is in violation of these Terms of Service and is prohibited. Violations of the Agency’s usage rights are subject to prosecution at the Agency’s discretion and the Client’s expense.
Copyright Transfer
The Client may purchase the copyright from the Agency for a fee. In the event that the Client purchases the copyright to products created by the Agency, the Agency will retain unlimited worldwide license and usage rights to the content, unless otherwise stated and agreed upon between the Agency and Client in writing.
Copyright transfer agreements will be created by the Agency once the project is completed, along with an invoice for the transfer fees. Once the invoice is paid and agreement signed by both parties, a contact sheet identifying the content being transferred will be provided to the Client.
Non-disclosure Agreements (NDAs) may be used between the Agency and the Client upon request, as follows:
Temporary NDA’s with a time limit of up to 12 months without additional fees.
Temporary NDA’s longer than 12 months will incur additional fees.
Permanent NDAs (without a time limit) will require a copyright buyout, with pricing to be determined by the Agency.
Copyright Violation
Re-selling, sublicensing, or otherwise using the Agency’s images in any way beyond the licensing agreement described under the Client Usage Rights above will be considered a copyright violation that is punishable by Illinois law.
By hiring the Agency and using work produced by the agency, the Client accepts responsibility for enforcing usage rights and pursuing action of copyright violations of third party vendors of any content created for the Client by the Agency. In the event that the Agency discovers any copyright violation or infringement by the Client or third parties, the Client will be considered liable for damages and fees resulting from the copyright violation(s).
The Agency is not responsible for pursuing copyright violations of third parties for the Client.
The Client understands and accepts that the Agency may create similar content for competitors, which may result in content substantially similar to other pre-existing work that originated from the Agency or elsewhere. The Agency shall not reuse any commissioned Client work for other commissioned work by outside parties.
The Client may request a Non-Disclosure Agreement (NDA) with the Agency. NDA with the Agency are per-order and for a limited time of 1 year from date of signature, unless otherwise agreed upon by the Client and Agency in writing.
Image Sizing & Resolution
File Types
The Agency offers Flattened Tiff files, Jpeg files, Layered Tiff files, and Transparent PNG files. If no file type is specified for the project, Flattened Tiff files will be provided by default. If the Client fails to request a specific type of file before delivery, then conversion and/or creation of a new file type will result in a fee invoiced to the Client. The Client will not be guaranteed to receive the reformatted content until the necessary fees have been paid.
The Agency is not obligated to resize or reformat content to fit specific uses, and will do so at its sole discretion. Additional fees may apply.
The Agency is not obligated to provide PSD or RAW files for the Client. Working files will be provided at the sole discretion of the Agency. Additional fees may apply.
Retouching
Basic Retouching
The following retouching services are included in the Base Price of photography services:
Solid-color background retouching with the natural shadow or surface reflection.
Removing dust and minor blemishes on the products.
Enhancing the natural color & contrast of the product.
Advanced Retouching
Any retouching beyond what is described under Basic is not included in the price of photography. Additional retouching beyond Basic Retouching may be available for additional fees.
Image Storage
Image Storage
The Agency uses a third party platform to deliver and store final images for the Client. Client access to files are granted as unlimited by the Agency, however are also subject to the third party’s terms outside of the Agency.
The Agency makes no claim and accepts no responsibility regarding the quality, nature or reliability of third party storage sites. The Client is responsible for viewing and abiding by the privacy statements and terms of use of the storage site in relation to their use of the site.
The Agency will keep Images available for at least 60 days after Image completion, after which the Images may be removed or deleted at the Agency’s discretion. Client agrees that it is solely responsible for the storage and management of all Images after 60 days and agrees to hold the Agency harmless from all claims related thereto.
Products Shipped To The Agency
Products Shipped To the Agency
After placing an Order, Client is responsible for arranging shipment of the products to be photographed to the Agency.
Do not send us or drop off a product before an order is placed unless granted permission from the Agency in writing. The Agency is not responsible for lost products or delays due to client failure to comply with this policy.
All costs associated with shipping products to and from the Agency are the sole responsibility of the Client.
The Agency is not responsible or liable for any damage or loss that occurs to the products during shipping to or from the Agency address. Client is solely responsible for sufficiently insuring all products during shipping. Client bears the risk of damage or loss until the products are delivered to the Agency’s address set forth above and accepted by the Agency. Client warrants that the products are adequately insured against damage or loss and agrees to hold the Agency harmless for any such damage or loss occurring during shipment to or from the Agency.
Return Shipping
Return Shipping Products
Cost of return shipment is the sole responsibility of the Client.
The Agency will decide the return shipping method. No overnight shipping, couriers or pallets will be allowed without prior consent from the Agency and will be at the cost of the client if requested and the responsibility of the client to arrange such methods. If the Client needs items back quickly or in a special manner, the Client may provide a return shipping label or account number.
No additional insurance beyond what the shipping company offers as standard coverage will be added when items are shipped by The Agency and its shipping vendors.
Client property may not remain in the Agency inventory for longer than 10 days after original image delivery, unless agreed upon and approved by the Agency in writing. Without written permission for extended storage, failure to request return shipment for any reason within 10 days after image delivery will forfeit return of the Client’s items, resulting in disposal according to the Agency’s discretion. Client agrees that the Agency is not liable for the disposal of products pursuant to this policy.
Lost, Damaged, Or Stolen Products
Lost, Damaged or Stolen Products
If any products arrive damaged to the Agency, the Agency will notify the Client via phone call or email.
Once products have been checked into the Agency’s system, the Agency will assume possession over the products. If, due to the Agency’s gross negligence or intentional misconduct, an item is lost, damaged, or stolen while in possession of the Agency, then the Agency will reimburse the Client for the cost of repair or replacement of the damaged or lost product, up to $10,000 per client per calendar year. If items sent to the Agency exceeding a value of $10,000 should be insured by the Client for any overage.
For damaged or lost products deemed irreplaceable by the Agency, the Client will be reimbursed for the repair or replacement cost for the product(s), as reasonably determined by and at the sole discretion of the Agency. Repair or replacement amounts will be distributed to the Client within 30 days of the Agency’s receipt of such amounts from its insurance carrier.
Proof of value will need to be provided to the Agency for any and all claims.
The Agency is not responsible or liable for any damage or loss arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, weather events, government orders, and interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services.
Lifestyle Composite Services
Use of Non-Agency Assets
By hiring the Agency to provide any services herein this agreement or advertised by the Agency, the Client accepts responsibility for the lawful and legal sourcing and usage of any pre-existing visual medium assets used by the Agency in order to complete the duties hired for. This includes but is not limited to:
Stock images
Photography directly from a non-Agency photographer
Logos/Branding
Visual medium sourced, created, or otherwise acquired from anywhere that is not the Agency
The Client is responsible for attaining all licensing for any visual assets they wish the Agency to use as part of the hiring agreement, including but not limited to those listed above. The Agency assumes that, by the Client providing the visual asset to the Agency, the Client has attained the necessary permissions to legally use the assets as allowed in the licensing agreement between the Client and the source of the assets. If any assets provided to the Agency are found to be incorrectly or illegally used, the Agency is not liable for usage violations under any circumstances and all liability falls upon the Client.
Disputes
Disputes
Client may not assign or transfer this agreement or any rights granted hereunder. Client’s principals, employees, agents, and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties.
The parties agree to use their best efforts to resolve any dispute between them related to the obligations set forth in these terms by good-faith negotiation and mutual agreement. However, in the event that the parties are unable to resolve any dispute, then Client’s sole remedy shall be the refund of the total fees actually paid by Client to the Agency for the Order in dispute. Client agrees that it shall have no further recourse or remedy against the Agency for any claim arising from or related to an Order, the Images, these Terms of Service or in any other way related to the relationship between Client and the Agency. Any unresolved disputes shall, at the Agency’s option, be finally settled in accordance with an arbitration proceeding. Arbitration proceedings shall be conducted under the Rules of Commercial Arbitration of the AAA (the "Rules"). The arbitration panel shall consist of one arbitrator. The Members shall select one neutral third party AAA arbitrator (the "Arbitrator") with expertise in the area that is in dispute. If an Arbitrator has not been selected within five (5) business days thereafter, then an Arbitrator shall be selected by the AAA in accordance with the Commercial Arbitration Rules of the AAA. The arbitration proceeding shall be held in Cook County, Illinois. The arbitrator shall promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. In any final award and/or order, the arbitrator shall apportion all the costs (other than attorney's fees which shall be borne by the party incurring such fees) incurred in conducting the arbitration in accordance with what the arbitrator deems just and equitable under the circumstances. Any action or proceeding subsequent to any Award rendered by the arbitrator, including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitrator's decision or award shall be filed in a court of competent jurisdiction in the same county where the arbitration was conducted, and Illinois law shall apply in any such subsequent action or proceedings.
Alternatively, the Agency may, in its sole option, seek relief through the state or federal courts located in Chicago, Illinois.
General Conditions
General Conditions
These Terms of Service shall be governed by and interpreted in accordance with the laws of the state of Illinois, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of Illinois or federal courts located in Chicago, Illinois with respect to any dispute or claim arising out of or in connection with the Terms of Service.
The Client acknowledge and agree that the Agency may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Agency’s website, available at https://www.avenue3studios.com/terms-conditions and such amendments to the Terms of Service are effective as of the date of posting. The Client’s continued use of the services after the amended Terms of Service are posted to the Agency’s website constitutes agreement to, and acceptance of, the amended Terms of Service. If the Client does not agree to any changes to the Terms of Service, they are free to choose to no longer use the service or place any orders with the Agency.
the Client may not use the Agency website for any illegal or unauthorized purpose. the Client will comply with all applicable laws, rules and regulations in any use of the Agency website. the Client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the website.
the Client understand that personal identification information, which may include the Client’s name, business name, contact information and other information the Client may provide to the Agency (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Limitation of Liability
Limitations Of Liability
The Client expressly understand and agree that the Agency shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the the Agency services or any purchased images.
In no event shall the Agency be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our images, our services or these Terms of Service (however arising including negligence). the Client agree to indemnify and hold us and (as applicable) our subsidiaries, affiliates, partners, officers, directors, agents, employees, and contractors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Client’s breach of these Terms of Service, the Client’s violation of any law or the rights of a third party or the Client’s use of any images purchased from the Agency.
All use of the website and placement of an Order is at the Client’s sole risk. Except for the limited warranties set forth herein, services and images are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
The Agency does not warrant the results that may or may not be obtained from the use of any images and does not warrant that the quality of any images, services, information, or other materials purchased or obtained by the Client from the Agency will meet the Clients expectations or that the Images will be fit for any particular purpose even if the Client have informed the Agency of such purpose.
Unless due to the gross negligence or intentional misconduct of the Agency, the Agency’s total liability to Client arising from the Services, Images, and these Terms of Service shall not exceed the amount of the total fees actually paid to the Agency by Client in the six (6) months preceding the date any such potential dispute arose.
Customer Representations
Client Representations
Client represents, warrants and covenants that: (i) it has full authority to enter into and perform its obligations hereunder; (ii) any Client products comply with all applicable laws, rules and regulations and does not infringe any third party’s rights; (iii) Client products submitted to the Agency or utilized with Services do not contain any hazardous materials that may otherwise the Agency personnel; (iv) it is the owner or authorized licensee of all Client products; (vi) it will safeguard all passwords, user IDs and other measures to control access to the services; (vi) it has taken reasonable measures to ensure the security of any electronic devices, including Client’s personnel-supplied personal devices, used by Client or its personnel to access the website or place an order with the Agency.
No Other Warranties
No Other Warranties
THE SERVICES AND IMAGES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW , NEITHER the Agency NOR ANY OF ITS PERSONNEL MAKES ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR IMAGES. ALL IMPLIED WARRANTIES AS TO PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. NEITHER the Agency NOR ITS PERSONNEL WARRANT THAT THE PROCESSED IMAGES WILL BE ERROR-FREE.
Indemnification
Indemnification
Client shall indemnify, defend and hold the Agency and its officers, directors, shareholders, agents, employees, subcontractors, licensors and affiliates and their officers, directors, shareholders, agents and employees harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising directly or indirectly out of or relating to: (i) Client’s breach or alleged breach of these Terms of Service; (ii) Client’s property and the products Client provides to the Agency or (iii) claims that the Client property, products or any Images produced of such property or products or any portion thereof infringes, misappropriates, or violates any third party’s copyright, trade secret, trademark or other proprietary or privacy right or other law.