Mathew Swift Headshots Portfolio

Warranty
The Contractor (Mathew Swift Photography) warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation the Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, the Contractor); (iii) The Contractor has the full right to provide the Client with the assignments and rights provided for herein; (iv) The Contractor shall comply with all applicable laws in the course of performing the Services and (v) if the Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect.
EXCEPT AS SET FORTH IN THIS ATTACHMENT B, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.
EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
Ownership and Licenses
The Client agrees that the Contractor retains ownership of all deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that the Contractor conceives or develops in connection with the Contractor’s services for the Client, including all materials incorporated therein whether such materials were conceived or created by the Contractor individually or jointly, on or off the premises of the Client, or during or after working time), and the Contractor grants the Client the license to use the work product in the following way(s) upon payment of all fees due to Contractor pursuant to this Agreement:
A worldwide, irrevocable non-exclusive, royalty free, sub licensable, non-attribution license to use, modify, create derivative works, or otherwise exploit the work product.
Non Purchased Photography
The Client agrees that all non purchased photography and watermarked images from the session with the Contractor are not to be uploaded, published, screenshotted, downloaded, or reproduced in any manner without the Contractors permission.

Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor.
Rescheduling
If an illness or situation prevents a session from taking place, the Contractor or Client may reschedule their session at least 24 hours prior to their shoot without penalty. Should the Client fail to give proper notice, the retainer and paid amount is forfeited and will not be refunded. The Contractor reserves the right to reschedule due to illness, weather, equipment malfunction, or other circumstances beyond their control. The Contractor will make all feasible attempts to arrange a new session upwards of four months from the initial booking.
Term & Termination
Either Party may terminate this Agreement at any time, with or without cause, up-to 24 hours before the session is due to take place. If the Contractor terminates the session, they will refund the Client the deposited amount.
Cancellation Fee
If the Client terminates this Agreement within the last 24 hours without cause and the Client has not paid the full price of the shoot, the Contractor will charge a cancellation fee of the full booking fee paid.
Payment Terms
Payment is due immediately at the time of booking
Changes
Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.
Editing
The Client agrees that the Contractor may change or alter any part of the images or videos captured during the session to his/her discretion. This includes but is not limited to colour, lighting, skin, hair, facial or body shape, backgrounds and miscellaneous objects.
The Client agrees that permission has been granted for any photos provided to be retouched. The Contractor assumes all permissions have been granted before starting work. The Contractor takes no legal responsibility for any action or repercussions taken against the Client for photos the Client has not been given permission to have edited.
Loss of Work
The Contractor agrees that should the selected photos to be sent to the Client be lost prior to the Client being able to choose his/her photos. The Contractor will compensate by offering the Client a chance to reshoot.
Indemnification and Limitation of Liability
The Contractor agrees to indemnify, defend and hold harmless the Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through the Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein.
The Client agrees to indemnify, defend and hold harmless the Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by the Client’s (i) gross negligence; (ii) out of any claim that the Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations, warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, THE CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
Right to Authorship Credit
Both Parties agree that when asked, the Client must properly identify the Contractor as the creator of the deliverables. The Client does not have a proactive duty to display the Contractor’s name together with the deliverables outside of social media platforms, but the Client may not seek to mislead others that the deliverables were created by anyone other than the Contractor.
The Client hereby agrees the Contractor may use the work product as part of Contractors online marketing, portfolio and websites, galleries and other media for the purpose of showcasing Contractors work. The Client agrees the Contractor has the right to sell these images digitally or by print.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of the Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, lockdowns, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
Notices
Any notices to either Party made pursuant to this Agreement shall be made and sent via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by email shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Appropriate Conduct
The Client and Contractor will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement the Contractor believes that he/she has been subjected to harassing behavior on the part of the Client or the Client’s staff, the Contractor will notify the Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following the Contractor’s second notice, such behavior will constitute a breach of this Agreement and entitle the Contractor to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to Contractor by law.
Miscellaneous
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
Entire Contract
This Agreement, and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.