Terms of Conditions

Master Service Agreement

This Master Service Agreement (the “Agreement” or "MSA") shall govern the provision of services to the undersigned client (the “Client”) by PHOTOGRAPHER IN LLC, DBA Serge Creator Studios (“Agency”). Additional terms, such as the services and deliverables to be provided hereunder, the schedule for the delivery thereof and the amount of fees payable therefor are set forth on the attached Scope of Work (the “SOW”) which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written or electronic consent of both parties. In the event of any conflict between the terms of any SOW and the terms of this Agreement, the terms of the Agreement shall control.

Terms of Use

1. Additional Services & Project Changes

Any services outside the scope of the SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW or Change of Scope to be approved in writing by both parties. Each such additional SOW or Change of Scope is hereby incorporated herein by this reference.

2. Expenses

The Client will be notified in advance for pre-approval of any additional expenses in excess of more than twenty-five percent (25%) of those set forth on the SOW. Such pre-approval must be provided in writing. At Agency’s discretion, Client shall either pay such fees directly to the third-party vendor or reimburse Agency therefore upon presentation of applicable invoices.

Agency shall maintain records of expenses. Where applicable, Agency will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.

Please refer to Service section for more details.

3. Time of Payment & Late-Payment Charges

The Client shall pay Agency for the work performed hereunder as set forth on the applicable SOW. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Agency for buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW, such as design, branding, hosting, and content distribution. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency, subject to Client approval. All rights of the Client herein are conditioned on Agency’s receipt of full payment. In the case of ACH payment, a paid invoice will be sent to Client from third party agency. In addition, Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Payment will be considered late if made more than 5 days after the payment due date. If any payment is not paid within 5 days of the payment due date, Client agrees to pay to Agency a late payment fee equal to one percent (1%) of the payment amount per each consecutive late day. In the case of Default Payment, Client acknowledges that client is personally financially responsible for the payment owed to Agency and agree to make payment within the 5-day late payment grace period. Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.

3.1 Payment Notice

Agency shall submit monthly invoices to the client. The first payment is due immediately upon receipt to commence work. The client may also opt for an ACH payment which is to be paid 2 days prior to the due date in order for payment to be received in full on time.

3.2 Payment Default

In the event that Client defaults on payment, you acknowledge that you are personally financially responsible for the payment owed to Agency and agree to make payment within the 4-day late payment period.

4. Client Representative

In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying Agency of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the Scope of Work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.

Client Representative

Name: [Client_Representative_Name]

Email: [Client_Representative_Email]

Phone [Client_Representative_Phone]​

5. Client Obligations and Materials

The Agency’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. The Agency shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.

All copy provided by the Client shall be in electronic format via word, google docs, or any other Mac-friendly format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. However, if the client would like visual materials to be altered, there will be an alteration fee proposed by the Agency to be approved by the Client before alteration is to be started. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts , materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.

6. Approval of Work

Work will not commence until the signed SOW has been received. Within two business days following receipt of any deliverables, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within two business days of its delivery to the Client, the Client does not provide the foregoing written notice.

The Client's written approval of any deliverables, materials, plans or other Work created or produced by the Agency in the course of the provision of the Services, or any cost estimate, will constitute the Agency’s authority to purchase, publish, and make videos, images, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work.

The Agency will not commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client's instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.

Deadlines

Every piece of this plan works together to create a successful public image which is why deadlines are mandatory. By default, but with exceptions up to the discretion of the Agency, each project submitted for review will be given a 48-hour (Monday through Friday) feedback window. If feedback is not given within this window, PHOTOGRAPHER IN LLC is permitted to escalate the project to the next step, which in some cases, includes a project going live. The Agency cannot be held responsible for any off-brand imagery/video/copy within a project that has gone live after this 48-hour window. Once a project is live, changes will still be accepted from the client and be corrected by the Agency when possible.

7. Legal Clearances and Indemnification

The Client is responsible for obtaining all legal clearances required for the performance of services hereunder.

The Client agrees to indemnify, defend and hold harmless, the Agency and its subsidiaries, affiliates, employees, contractors, agents, officers and directors, from and against any and all liabilities, damages, losses, claims, lawsuits, obligations, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees and expenses, incurred by the Agency for any issues, complaints, unpaid amounts owed, or legal actions relating to the Agency’s performance under this Agreement, to the extent caused by the Client’s negligence in connection with performance under this Agreement...

The Agency agrees to indemnify, defend and hold harmless, the Client and its subsidiaries, affiliates, employees, contractors, agents, officers and directors, from and against any and all liabilities, damages, losses, claims, lawsuits, obligations, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees and expenses, incurred by the Client for any issues, complaints, unpaid amounts owed, or legal actions relating to the Client’s performance under this Agreement, to the extent caused by the Agency’s negligence in connection with performance under this Agreement.

8. Liability of Agency

Neither Party shall not be held responsible for delays or non- performance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the other Party or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the other Party to timely furnish information or approve or disapprove work, or faulty performance by the other Party or others, including third-party contractors hired by either Party. Neither Party shall be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. The Agency will do its absolute best to protect Client files, however we are not responsible for any loss or damage that may occur for any reason. Each Party’s maximum liability under this Agreement shall not exceed the total fees received by Agency hereunder.

9. Confidential Information

During the course of this Agreement, the Agency may have access to, and may assist in developing, material non-public information that has been identified as being confidential or which a reasonable person would conclude is confidential or proprietary in nature (collectively, “Confidential Information”). The Agency agrees to keep all Confidential Information in strict confidence and to not use or disclose Confidential Information except as authorized by the Client or as required by law. The Agency’s confidentiality obligations under this paragraph are in addition to, and not in substitution for, any undertakings by either Party under any standalone confidentiality agreement that may be required by either Party.

Confidential Information includes information that relates to the Client’s or Agency’s research, development, trade secrets or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.

10. Rights, Ownership and Usage

Subject to Agency receiving full payment under this Agreement, Agency assigns to the Client, without representation or warranty, all rights, title and interest Agency may have in any work specifically created by Agency for the Client pursuant to this Agreement, and such work shall be considered works made for hire and shall be owned by Client. Company will obtain an assignment of intellectual property rights in Products created by its independent contractors, agents, personnel and/or subcontractors or any third party authorized or engaged by Agency pursuant to this Agreement, in favor of Client. To the extent any work created by Agency or Agency’s employees does not qualify as a “work-made-for-hire” for Client, Agency hereby irrevocably and exclusively assigns and transfers to Client all right, title and interest in and to such product including all copyrights and other intellectual property rights therein throughout the world in perpetuity in any and all media, now known or hereafter devised. Notwithstanding anything to the contrary herein:

(a) Agency may use and distribute such work as part of its portfolio for promotional purposes; (b) Agency shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client.

11. Hosting

In addition to all other services set forth herein, Agency may provide the Client with hosting services in accordance with the Hosting terms set forth in the SOW. In consideration for such hosting services, the Client shall (a) pay Agency the Monthly Hosting Fee set forth in the SOW or (b) pay for the Monthly Hosting Fee directly.By default the Agency hosts all materials, but we can set up the host for the Client for a set up fee.

12. Term and Termination

Either party may terminate this Agreement for any reason upon giving 30 days’ prior written notice to the other. Upon termination of this Agreement by Client without Agency’s fault and consent, Client shall pay Agency, in addition to all of the fees earned by Agency up to the date of termination pursuant to the terms hereof, plus any and all expenses and third-party costs reasonably incurred by Agency through the effective date of cancellation. If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice detailing the nature of Agency’s fault and possible remedies, whereupon Agency shall have 10 days to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above.

13. Governing Law; Jurisdiction

This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Los Angeles, California for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.

Notices

Any and all notices required or permitted hereunder shall be sent by certified mail, return receipt requested, or email to the address of the party for which intended, set forth below its signature hereto and, in the case of the Agency to the listed above mailing address and email.

15. Third Party Service Providers

Service provider reserves the right to delicate certain agreed upon services to third party companies. The list of services that can be delighted without client’s consent attached hereto as Scope Of Work (See third party reference in scope of work).

16. Terms of Purchase and Refund Policy

Photographer In LLC and all subsidiaries or affiliated brands (hereinafter referred to as “Serge Cheretovich”, “We”, “Us” or “Our”) stand behind all of our products and your satisfaction is very important to us. All purchases made from us are covered by the following policies.

17. General

Offers/Coupons cannot be used in conjunction with each other unless otherwise stated. Coupons are only valid during the advertised promotion period. Prices are subject to change without notice. Gift Cards are non-refundable.

18. No Guarantee of Results

We don’t guarantee results or offer legal advice. Entrepreneurship involves risk and hard work. Always consult with your professionals. Any testimonials showing our success or our students’ success are not to be interpreted as common, typical, or expected. It takes education, drive and hard work to reach your goals.

19. Refunds

Once we have begun service or labor on your project, accounts, orders, etc, we do not issue refunds for any reason. All services are offered at the client’s own risk: no guarantees, no refunds, no exchanges, no credits. Agency cannot and will not be responsible or liable for your monetary investment or loss in any way.

We do not know of a single PPC or digital advertisement provider who offers refunds on ads, clicks, budget, etc. Once you have spent money for ads on Google, Facebook, Twitter, LinkedIn, etc, you will almost certainly never see that money returned again, for any reason, no matter how compelling or justifiable your case may seem. The companies mentioned here are global titans, they and many others like them simply will not be swayed when it comes to refund requests or service issues, including but not limited to loss of investment, loss of business or unexpectedly high charges for click costs and placements.

Our view is that business, content creation and social media marketing are all ventured as a form of risk and effort but we believe that with a professional team that has executed these projects for many companies before yours, we assure you that you will be taken care of as a client of ours. Without the promise of gain, you understand that content creation and social media marketing consists of trial and error to be successful.

20. Communication Channels

Communication is key with the service-delivery team. Various channels of communication might be used within cooperation between Client and Agency. If Client is using other channels of communication from non of below, conversation could be ignored, lost or not treated as "official". In order to deliver message to our team, Client must use one of the channels below.

Chat Group

iMessage or Telegram chat group communication could be used for a quick communication with the team.

Email

Email used for service notification, paperwork, finances and technical support. Below is listed channels related to different topics. Please refer to various channels of communication below.

Paperwork and marketing - h[e-mail]

Technical support and issues - a[e-mail]

Service delivery and Requests - p[e-mail]

Finances, Expenses and Account Receivables - a[e-mail]

Request Form

Registered Requests should be submitted trough a Request forms, it could be found on Brand Portal, Email, Slack Channel or requested direct link from the team. If Client is experiencing any issues with getting an access to a Request Form, please contact Agency, and it will take an action immediately.

Zoom Calls

On Zoom call Client and Agency's team will discuss a service delivery. Usually Zoom calls will be recorded.

Phone Calls

Agency's representatives could contact with Client using Audio and VIdeo phone calls

21. Brand Portal

In a brand portal Client can find all the deliverables that Agency will be providing. The Access to a Brand Portal could be found on Email

22. Communication and Feedback Importance

The nature of this business is complex and offers services and final products that are subject to change at any time. The production process involves many team members all working together to deliver the highest quality of work possible. Our production team wants to cooperate with a client in order to better understand the style, taste, voice, and message in order to improve the final products delivered. If unexpected results were delivered, the Client has to communicate any feedback with the management team. Communication between agency and client is extremely important in all aspects of this business. We wish to build long-lasting relationships with our clients, so please reach out immediately with any comments, questions, or concerns that you may have. We are here to help.

23. To be Provided by Client

In order for Agency to provide the best service on time to Client, Agency has to receive all the necessary branded assets and access related to the service provided by Agency. Additional deliverables may be requested.

Platforms Access

When necessary, Client should grant an access to platforms that should be managed by Agency. For example: Social Media Channels, Facebook Business Manager Access, Website hosting service, Cloud Drive Access and etc.

All log-in credentials and financial information will be securely stored on 1password.com for team access purposes only.

Brand Assets

Also upon request access to the necessary creative assets such as Logos, Images, Videos and other branded assets necessary for service delivery.

Brand Questionary

Brand Interview Questionary. It is crucial to learn more about all the details related to the brand. The questionary could be found on Email or requested from Agency.

Payment Authorization Form

Form of payment necessary for third party expenses if applicable and upon confirmation from client (Ex. Facebook Ads, Production Expenses, Travel Expenses and etc.)

Service Over-Delivery

The initial budget listed in SOW is the estimated costs; the final price may vary, and service over-delivery charges may occur. For example, if we are trending to exceed the initial budget, we may adjust deliverables based on client needs; alternatively, if the client wishes for Agency to deliver an additional quantity of the services, we may change the future deliverables, which could be over-delivery. Over-Delivery Charges will be calculated at the same rate as stated on the SOW.

We will update client with resources usage weekly, monthly and quarterly. Also client will have an access to resource usage in a brand portal or could be requested from Agency via email, text or verbal conversation. (There might be delays because reporting is in beta)

Additional service quantity can be requested and billed based on service rates. Because of the complexity of this service, clients budget can be used without client permission when necessary. We must make impromptu production decisions in order to meet deliverable expectations. Resources will be used wisely with the brand's goal as the top priority.

Reporting

Service Quantity Reporting are currently in beta; you can experience delays or discrepancies in calculations. If you notice any issues, please notify Agency and it will take immediate action. It is also the Client's responsibility to track resource usage on his account. If the Client is experiencing issues with access to resource usage statistics, please contact Agency immediately. Agency will do its best to ensure it wouldn't exceed the budget and notify the Client on time if over-delivery occurs. The Agency does not want to be in a situation where a product or service is delivered for the benefit of the client, so the Agency has used its own resources and incurred losses, and the client refuses to cover these costs. In case if unexpected Over-Delivery Charges occurs both parties have to be agree on covering expenses what would be fair for both Agency and Client.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, the Client shall not directly or indirectly solicit, engage, contract, or otherwise attempt to procure the services of any of the Agency's freelancers who have had access to the Agency's confidential information, including trade secrets, intellectual property, client lists, or other proprietary information. The Client acknowledges that the Agency's freelancers are valuable assets and that the Agency has invested significant resources in training and developing their skills. The Client agrees that the non-solicitation provisions set forth herein are reasonable and necessary to protect the Agency's legitimate business interests.

Nothing in this provision shall prevent a freelancer from contracting with the Client in the future without the involvement of the Agency, or from contracting with other companies in the Agency's industry, provided that such contracting does not violate any other provision of this Agreement."

Changes to Terms

We may change these Supplemental Terms from time to time. If we make a material change, we will provide the Customer with reasonable notice before the change takes effect. The Customer understands and agrees that using the Serge Creator Studios Services after the date on which these Supplemental Terms have changed will constitute acceptance of the updated Supplemental Terms