WORKPLAY BRANDING SERVICES AGREEMENT
By clicking “Buy Now,” “Purchase,” or any other phrase on the purchase button, entering your credit card information, or otherwise enrolling, electronically, verbally, or otherwise, you (“Client”) agree to be provided with social media management subscription services by The Branding Guru, LLC [DBA WORKPLAY BRANDING] (hereinafter referred to as “Company”). By enrolling in the WorkPlay Branding Subscription, you are entering into a legally binding agreement with the Company, subject to the following terms and conditions. Client hereby acknowledges all policies and procedures contained within this document and agrees that they are familiar with Company’s work and website and have done their own research into Company and Company’s services and product, and being satisfied with their research and understanding of Company’s services and work product, expresses assent to the following terms:
The Branding Guru, LLC [DBA WORKPLAY BRANDING], is a company that provides business owners with a subscription that provides support, content, and services to help create a consistent online presence, a cohesive content aesthetic, a strategic content plan, content creation in the form of digital image ﬁles, and content distribution on social media, in order to grow the business online presence and to build the business’s exposure and online relationships with custom visual content. This is a 12 month subscription that will be done through online and in-person interactions between the Company and Client throughout the Term of this Agreement. The WorkPlay Method Subscription includes:
- One (1) Zoom clarity call with Client up to 60 minutes;
- A brand board comprised of two (2) fonts, ﬁve (5) color palette, and seven (7) mood images that are based on the color palette;
- Five (5) custom social media graphic designs;
- Access to WorkPlay Brand Canva templates;
- One (1) content plan each quarter (four (4) total). A content plan is comprised of a document provided for each Photoshoot that includes the agenda and arrival time for each location, the location name and address, the shot list for each specific location, amount of scenes and outfits, the prop list, expectations for the Client, and what they can expect from WorkPlay Brand on the day of the photoshoot;
- One (1) photoshoot by Company photographer each quarter (four (4) total) (with a minimum of 90 photos per Photoshoot provided and delivered by Company);
- One custom photo-edit (i.e. “tone”) to be applied to all images from photoshoots;
- Up to three hundred and sixty ﬁve (365) pieces of content such as photography and/or graphic design;
- One (1) 90-day visual feed for Instagram & Facebook each quarter (four (4) total). A visual feed is an excel spreadsheet showcasing up to 90 days of content;
- Option to have Company upload Client’s content onto a third-party social media application for distribution;
- Access to online video education trainings;
- Exclusive access to Company’s Private Facebook Community;
The subscription includes one (1) revision to the brand board, one (1) revision to the five (5) custom social media graphic designs, one (1) revision to each quarterly visual feed, and one (1) revision to client’s custom photo-edit (i.e. tone). No revisions beyond those detailed are included. Any additional revision requests are considered outside the scope of this subscription. Company may, in its sole discretion, agree to provide additional revisions under this agreement for an additional fee of $150 per hour or an amount that will be agreed upon in writing prior to beginning such revision.
- OUTSIDE THE SCOPE OF SUBSCRIPTION:
The subscription does not include:
- Procuring business or potential clients for Client;
- Performing any business management services for Client, such as accounting, operations, research, or development;
- Therapy sessions in the form of psychotherapy, psychoanalysis, or behavioral therapy;
- Publicity, public relations, and/or social media paid ad services;
- Legal or ﬁnancial advice;
- Introduction to Company’s professional network and business relationships
Client understands and agrees that Company’s services are limited to the scope of services detailed in this Agreement. Client may request additional services outside the scope of services provided under this agreement. If the Client requests such additional services, Company may, in its sole discretion, agree to provide additional services for an additional fee of $150 per hour or an amount that will be agreed upon in writing prior to beginning such additional work.
- Cost of Services: The WorkPlay Branding Subscription is a flat fee of $5,964. Client may pay in full or opt for 12 equal monthly payments. While no additional fees are expected, additional fees may be incurred subject to the terms of this agreement.
- Payment Schedule: The Fee for the Service Subscription under this Agreement must be paid as follows:
Twelve (12) monthly payments of four hundred ninety seven and XX/00 Dollars ($497.00 USD), totaling $5,964.00 USD, which shall be paid in accordance with the schedule below in order to avoid late fees:
The ﬁrst payment of $497.00 is due immediately upon signing and executing this Agreement; The second payment of $497.00 is due one (1) month after the signing of this agreement; The third payment of $497.00 is due two (2) months after the signing of this agreement; The fourth payment of $497.00 is due three (3) months after the signing of this agreement; The ﬁfth payment of $497.00 is due four (4) months after the signing of this agreement; The sixth payment of $497.00 is due ﬁve (5) months after the signing of this agreement; The seventh payment of $497.00 is due six (6) months after the signing of this agreement; The eighth payment of $497.00 is due seven (7) months after the signing of this agreement; The ninth payment of $497.00 is due eight (8) months after the signing of this agreement; The tenth payment of $497.00 is due nine (9) months after the signing of this agreement; The eleventh payment of $497.00 is due ten (10) months after the signing of this agreement; The twelfth payment of $497.00 is due eleven (11) months after the signing of this agreement.
Client understands that the WorkPlay Branding Subscription services are a 12-month commitment. Client acknowledges and agrees that subscription fees are paid in consideration of the Company’s services, of Company forfeiting its opportunity to represent other clients, and of its right to secure a claim upon its services. The total amount of the subscription service fee is $5,964.
- Payment Method: Payments may be made by credit card, debit card, or ACH transfer.
- Payment by Card: Client agrees to always keep a proper payment card on file with the Company. Client agrees to not block, cancel, change cards or restrict payments on the card on file for Company’s use per any automatic pay agreement. Client understands that if payment is not recouped by Company on any card that has been blocked, canceled, changed, or restricted, Company will pursue legal remedies in addition to sending Client to collections.
- Refunds: Company does not offer refunds. Client agrees to pay the total subscription price agreed upon herein this Agreement.
- Changes to Scope of Service: Any changes to the Scope of the Subscription detailed in Clause 1 may result in additional charges as detailed in this Agreement.
- Incidental Expenses: Company may incur costs incidental to the Services, including but not limited to a third-party scheduling program, Canva elements, and graphics. Such incidental expenses shall be reimbursed by the Client. Company will obtain approval from Client prior to incurring such additional costs.
- Travel Expenses: Client agrees to reimburse Company for all travel-related expenses when travel is necessary or requested. Travel-related expenses may include but are not limited to, airfare fees, ride-share fees, lodging, and food. If Company must travel more than two (2) hours away from their home-base, Client agrees to pay for Company lodging for one night prior to the event, lodging during and throughout the event, and lodging one night after the event has concluded. Client Client agrees that all travel related expenses shall be reimbursed by the Client.
- Rush Fees: Depending on the size of the project, services requested, and expected delivery timeline, the Company reserves the right to charge rush fees. Company will make Client aware of rush fees prior to moving forward with the services requested.
- Late Fees: Company understands that, from time to time, there are issues with payment. All payments must be received by Company within seven (7) days of the due date for that installment. Any payments not received within 7 days of their due date shall be subject to a late fee of 10% of the amount of the payment. Any payments not received within 15 days of their due date will result in Client’s breach of this Agreement and may result in termination of Services with all payments still due in full under this Agreement.
This Term of this Agreement shall be for twelve (12) months, starting from the date of enrollment. The term of this Agreement ends after twelve months regardless of whether Client has completed all scheduled (or any rescheduled) events and/or photoshoots. All payments are due and payable by Client whether they have completed scheduled or rescheduled events and/or photoshoots, pursuant to Clause 5.
The Agreement shall automatically renew at the end of 12 months, unless Client gives 30 days’ notice that they do not intend to renew. Client is responsible to send Company a 30-day notice before the end of the term if Client is not going to renew. If Client does not provide Company with a 30-day notice of their intention not to renew this subscription for an additional 12 month term, Client will automatically renew their subscription for an additional 12 month term subject to the terms of this agreement.
There shall be no pause in the Contract Term. If Client takes a break from Client’s business for any reason, this does not allow Client to pause the contract with Company, which would materially affect Company’s business.
- CLIENT’S RESPONSIBILITIES
- Timeframe: When Client enrolls in the Subscription, Client agrees to complete onboarding within 72 hours. Company provides video-assisted onboarding with forms and access to Company’s schedule. Onboarding done by Client is self-paced; however, Client is advised that the Zoom Content Clarity Class, social media plan, and production timeline cannot be planned and implemented until Client’s self-paced onboarding is complete. Therefore, the 72-hour onboarding is required per the terms of this Agreement. If Client does not complete full onboarding within 72 hours, Client is deemed in breach of this Contract and is still responsible for all remaining monthly payments required under the terms of this Agreement, however Company shall not be required to provide services under this agreement.
- Steps: Onboarding includes, but is not limited to, signing and returning the client service agreement online, completing company provided forms, making the first payment, and scheduling client’s zoom clarity call using company’s scheduling link.
- Response times: Client understands that prompt communication is of the utmost importance throughout the social media management process. Company cannot effectively develop Client's social presence without Client’s cooperation. Client agrees to promptly communicate with Company and provide Company with any requested information related to development of client’s brand, social media, and online presence. In order to ensure prompt communication, Client agrees to provide Company with a response to all communications within 72 hours from the time Company sends such communication.
- Method: Company’s primary method of communication between the parties will be via Voxer. Client agrees to communicate with Company via Voxer. Company DOES NOT support direct emails, phone calls, or text to any individual member of the team, including separate communications with Company, the photographer or other Company content providers, contractors, or employees. All communication for Client will be through Voxer. Personal Voxer messages outside the Company Voxer group chat will not be responded to, because the whole team cannot see the communication. Company alone reserves the right to initiate any other form of communication or change the method of continuing communication at any time. In the event that any other form of communication is initiated by Company, it is for that immediate purpose and it is not to be the new standard of communication. Client agrees to use Voxer for any and all communication purposes, unless otherwise indicated by the Company. If Company changes the primary ongoing communication method, Client agrees to communicate via the new Company-selected communication method.
- Professionalism: Client agrees that the relationship created with Company is a professional one, and hereby agrees to treat it as such. Client shall communicate with Company and Company’s employees, contractors, and representatives in a professional and respectful manner at all times. Client understands that any form of disrespect will not be tolerated. Disrespect includes talking in a demeaning way, cursing, being rhetorical, or otherwise providing an attitude that would be deemed disrespectful by the reasonable person standard. Personal or inappropriate conversations with Company and or Company’s team members will not be tolerated.
- Point of contact: Client is not allowed to contact photographer or other Company employees or contractors separately to solicit personal contact information, separate services, or other contracts outside of this Agreement. Such attempts will be deemed as a breach of Company business, trade secrets, and intellectual property, and a violation of any non-competition or non-disclosure and privacy rights of Company within this Agreement. As such, Client agrees to not hire Company’s WorkPlay contractors, photographers, employees, or service providers outside of this Agreement for the term of the Agreement and for a period of three (3) months after the subscription is completed. If the Agreement is terminated earlier than one year, Client agrees to not use or hire Company’s WorkPlay service providers outside this Agreement until three (3) months have passed since the termination of the services.
- Specificity: Company and Client shall work together to focus attention and direction for a cohesive vision for the Client’s brand and social media presence. Client understands that clear direction is necessary through the creative development of Client’s social media presence. Company cannot effectively develop Client’s social media presence without Client's clear creative direction. Client agrees to be as specific and detailed as possible with the Company throughout the creative process.
- Approval: Client shall review and approve the work product submitted by Company within 72 hours of Company sending it to Client. It is Client’s responsibility to adequately examine all work produced during the subscription and provide Company with thorough feedback. Client understands that feedback and any requested revisions are due within 72 hours after Company sent the work product. If Client does not submit feedback or requested revisions within the 72 hour timeframe, Client forfeits the opportunity to provide feedback or request revisions and the work product will be deemed approved by Client. Company may, in its sole discretion, provide revision requests made outside of the 72-hour timeframe for an additional fee. Client must approve, including but not limited to: Client’s brand board, Client’s quarterly content plans, Client’s favorite photos from quarterly photoshoots, and Client’s quarterly visual feed.
- Timeliness: Deadlines may be implemented to ensure Parties stick to the timeline of the project. Client is responsible for meeting the deadlines Company implements. Company is not responsible for any delays in design or social media management due to Client’s delay in communication, approval, or providing content. If Client does not meet the deadlines implemented by the Company, Company has the right to stop working on Client’s brand and social media and Client will forfeit all services for the month that is impacted by Client’s delay.
- Participation: Client understands that Client’s participation is necessary for the Company to provide services to Client. Client agrees to participate to the extent necessary for Company to provide services, including but not limited to attending the Zoom Content Clarity call at the scheduled date and time, completing all subscription material including work assignments and worksheets, photoshoot research, preparation, and attendance. Client understands that if Client refuses to participate and provide Company with all requested information, Company shall not be required to provide the deliverables and/or services outlined in Clause 1.
- Signature: Client agrees to return a signed digital copy of this agreement within 72 hours of agreeing to these terms and conditions, as detailed above in the Clause 9(a). If Client fails to return a signed digital copy of this agreement within 72 hours of agreeing to these terms and conditions, Client is deemed in breach of this Contract and is still responsible for all remaining monthly payments required under the terms of this Agreement, however Company shall not be required to provide services under this agreement.
Included in the subscription is a zoom clarity call up to 60 minutes. The point of the zoom clarity call is to discuss how the subscription works, timeline, branding, social media, and the Client and WorkPlay Branding relationship. During the zoom call, it will be determined if Client will schedule Client’s own content or if Client will have Company schedule Client’s content. This is discussed with the Client before content is provided, so that both parties are clear on how they will proceed. Parties will also discuss the frequency that Client wants to post on social media. Once scheduling, timeline, and frequency has been decided and agreed upon, no changes will be made to scheduling, timeline, or frequency.
Client understands that content may be limited until a Photoshoot is “completed”. If a photo shoot has not occurred, Client will be required to provide Company with images to use for content on social media until the first Photoshoot is “completed”. A Photoshoot is not “completed” until the photos have been edited, delivered, and Client has made their selection of 90 images.
- Length of each photoshoot: Each photoshoot will last up to 4 hours in length. Each photoshoot will be for a consecutive amount of time.
- Props and wardrobe: Client is solely responsible for Photoshoot props, wardrobe. Client may have up to 5 outfits per photoshoot.
- Locations: Each photoshoot will have up to 3 locations. The total number of locations may vary depending on the time available during the 4 hour time slot of the photoshoot. The distance between all photoshoot locations must be within a 15 mile radius of the starting point of the photoshoot. Client is solely responsible for the locations they select for their photoshoots, including cost, making reservations, and signing contracts required for such locations.
- Shot list: There will be up to 6 shot list items per location. The shot list items will be detailed in the content plan.
- Travel: Some photo shoots may require travel. If a photo shoot requires travel, Client may be responsible for additional costs. Client agrees to reimburse Company for all travel-related expenses when travel is necessary or requested. Travel-related expenses may include but are not limited to airfare fees, rideshare fees, lodging, and food. Company doesn’t drive to photo shoots that are farther than two (2) hours away. If any photo shoot location is over a 2-hour radius distance away from Company’s home-base, located in Miami, Florida Client must pay for airfare travel for the photographer and Company. If Company must travel more than two (2) hours away from their home-base, Client agrees to pay for Company and photographer lodging for one night prior to the event, lodging during and throughout the event, and lodging one night after the event has concluded. Lodging for Company will consist of 2 persons, including Company photographer. Client agrees to pay for these expenses in the form of reimbursement.
- Deliverables: Photoshoot images will be delivered for Client’s review within seven (7) business days from the completed photoshoot. Client will receive a minimum of 90 photos. If the client receives more, Client must select 90 of their favorite photos. The 90 selected photos will be edited according to the Client's custom edit.
- Scheduling: Client is responsible for scheduling a Photoshoot once per quarter. If Client’s quarterly Photoshoot is not scheduled during a quarter, the Photoshoot for that quarter is forfeited. Quarterly Photoshoots do not roll over into the next quarter.
- Rescheduling: In the unlikely event that Company Photographer is injured, experiences an emergency, becomes ill, experiences weather difficulties, or is otherwise unable to perform services, Company reserves the right to reschedule. Company will contact Client to pick a new date suitable for both parties. Client understands that they are unable, for any reason, to reschedule on their own behalf.
- Cancellations: If Client cancels one or more quarterly photoshoots for any reason prior to the date of the shoot, Client understands and acknowledges that they will forfeit that quarter’s photoshoot.
- Travel Issues: Company is not responsible for travel issues that cause delays such as flight delays, canceled flights by the airline, or missed flights.
- Artistic Direction: Client understands and agrees that the final post-production and editing styles, effects, and overall look of the photographs are left to the discretion of the Photographer. Client understands and acknowledges that they: are familiar with the Company’s portfolio and are requesting Services with knowledge of the Company’s style; understand that the Company’s work is constantly evolving; understand that Company’s services are of unique and artistic nature; understand that the photos may be different from photos taken by Company in the past. Client acknowledges and agrees that the photos shall not be subject to rejection on the basis of taste or aesthetic criteria.
- Products: If Client delivers to Company specific products to use in a Photoshoot, Company is not responsible for the use, return, delivery, or reuse of such product in future Photoshoots, including insurance, mail, transportation or delivery services for such product. Client is solely responsible for holding and using such personal property and specific products that Client wants to have used. Client is solely responsible for any damage to such property or product during a Photoshoot.
- No re-editing: Client shall not re-edit the media in any way, including but not limited to, the addition of filters or presets. Additional RAW photo and video footage and license thereto can be purchased at an additional cost from photographer.
- No Shot Guarantee: No specific scenes or shots are guaranteed. Company will do their best to accommodate Client’s wishes per the agreed Content Plan, but nothing is absolutely guaranteed.
- Loss of Files: Company does not expect any loss, corruption, or damage of digital files or photographs. In the event of such loss, corruption, or damages, Company shall not be liable.
- Models or Extras: Client is responsible for finding extras or casting models for Photoshoots. If Client wants to include extras or casting models, Company is not responsible for any independent Agreement that Client makes with its extras or casting models. Client is solely responsible for ensuring that Client’s extras or casting models are aware of the Photoshoot schedule, date, time, and location. Client shall provide Company with the name of Client’s extras or casting models for inclusion on the Content Plan information that is approved by Client.
- No liability for location: If any of Company’s contractors, photographers, or employees utilize Company owner’s photogenic personal living space or workspace or photographer’s photogenic personal living space or workspace, including at Client’s agreement, Company is not liable for any health issues or injuries that Client or Client’s extras or casting models may incur on the site.
- No liability for health and safety: Company is not liable for any health-related issues or injuries of Client or Client’s extras or casting models on Photoshoots, including injuries or accidents while on a Photoshoot. Client agrees to indemnify the Company from any such events. Client is solely responsible for Client’s well-being and that of Client’s extras and casting models.
Visual feeds will be provided on a quarterly basis. Client must approve of the visual feed prior to Company scheduling the content (if Company and Client have agreed that Company will be scheduling all content).
Client and Company will decide on the zoom clarity call whether Client or Company will schedule the content. Client understands that if Company is scheduling the content, Client will still be able to modify or otherwise control the feed schedule through the Later scheduling app. Client is required to use the “Later” scheduling app. Client will be required to pay for the “Later” scheduling app and provide Company with login information.
Content is scheduled on a monthly basis. Company will upload and schedule content for the following month by the 23rd of the current month.
Client must provide Company with written content not attached to the image (such as caption, hashtags, calls to action, etc) for the following month by the 23rd of the current month. This is required so that Company has adequate time to schedule social media content for the following month. If Client fails to provide such written content by the 23rd of the month, posts will proceed to be scheduled according to the decided upon frequency without captions. Client may utilize the Later scheduling app and input their own written content. Client must provide Company with written content that goes onto the image for all graphic content that Client wishes to have posted with words or any form of text on it. If Client does not provide Company with the words or text that go onto the graphic by the 23rd, the graphic will not be scheduled.
Client recognizes that any content that needs revision after the 23rd of each month is required to be completed by the Client. Company has support videos to assist Client with revisions.
Client may communicate with Company through a private Voxer channel. Company’s office hours are Monday-Friday between 10:00 am PST and 5:00 pm PST (“Oﬃce Hours”). Company will review and respond to all inquiries on Voxer within 48 hours (during said Oﬃce Hours, on business days only). This response time does not include holidays.
Company is committed to providing quality service to all Clients. However, from time to time, situations arise that require the Company to terminate the Agreement before the Term ends. As such, Company reserves the right to stop services and/or terminate the Agreement “for cause” at any time during the Agreement, which includes, but is not limited to, the following causes: 1) Client fails to follow subscription guidelines; 2) Client is abusive or harasses Company or other members of Company; 3) Client communicates outside of proper communication methods outlined in this Agreement or communicates in a rude or unprofessional manner, as determined rude or unprofessional by a reasonable person standard; 4) Client refuses to pay or does not pay within the schedule outlined in Clause 5 above; 5) Client proves to be diﬃcult to work with and/or does not attend the scheduled calls or events; 6) Client fails to participate in scheduled photoshoots; 7) Client breaches this Agreement; or 8) for any other legitimate business purposes in the best interest of Company. If any of these causes trigger Company to terminate the Agreement, Client is still responsible for all remaining payments until the 12 month term of the subscription is complete. If Client terminates the Agreement before the 12 month term of the subscription is complete, Client is still responsible for all fees for the remainder of the subscription, as outlined in Clause 5. If this Agreement is terminated by either Party before Client has reimbursed Company for any incidental or travel expenses incurred, as outlined in Clause 12 above, Client is still responsible for reimbursing Company for all expenses incurred. All rights granted to Company under this agreement survive termination of this Agreement.
- INTELLECTUAL PROPERTY LICENSING
The Branding Guru, LLC [DBA WorkPlay Branding] and its subscriptions may use free stock photography as part of its design examples used in providing service for inspiration, suggestions and mock-ups. All stock images used have an irrevocable, non-exclusive copyright license to download, copy, distribute, use and modify the photos for free, including for commercial purposes. Use of said stock photography is permissible under applicable laws without permission from the photographer or attributing the work to the photographer.
The Company’s website, content, and products contain intellectual property owned by The Branding Guru, LLC [DBA WorkPlay Branding] and by third parties that license some intellectual property to Company. This Agreement is intellectual property owned by The Branding Guru, LLC [DBA WorkPlay Branding]. Other examples of intellectual property found on Company’s website and within Company’s products and Services include, but are not limited to: trademarks, service marks, layout, logos, business name, design, text, written copy, certain images, podcast recordings, videos, audio ﬁles, and all of Company’s paid products (collectively referred to as “Intellectual Property”). Client shall not copy, publish, transmit, transfer, sell, create derivative works from, reproduce, or in any way exploit any of the Intellectual Property owned by The Branding Guru, LLC [DBA WorkPlay Branding] and the third parties described within this Clause either in whole or in part without prior written consent.
- LIMITED LICENSE - ONLINE WORKSHOPS & PORTAL
The Branding Guru, LLC [DBA WorkPlay Branding] grants only a limited license to Client to use the Intellectual Property. Client acknowledges that any and all products or services that Client downloads or views are for Client’s own professional and internal business use. Client shall not copy, reproduce, transmit, modify, edit, create derivative works from, alter, sell, or share with others any products or parts of the Subscription without prior written consent or unless provided otherwise. The Branding Guru, LLC [DBA WorkPlay Branding] grants to Client a limited, personal, non-exclusive and non-transferable license to use the Subscription for Client’s professional and internal business use.
Client holds a limited license during the Term of this Agreement to use Company’s proprietary Subscription. If Client is also a business owner in a similar industry, Client must not misappropriate any of Company’s Intellectual Property and proprietary information in the following manner:
Teaching Client’s personal clients any of the information, methods, solutions, or formulae owned by Company and passing it off as Client’s own;
Copying any of Company’s course material for Client’s personal use;
Copying, publishing, transmitting, transferring, selling, creating derivative works from, reproducing, or in any way exploiting any of the Intellectual Property owned by Company either in whole or in part without prior written consent.
LIMITED LICENSE - PHOTOGRAPHY PERMISSIONS, RESTRICTIONS & IMAGE CREDITS
Company retains all rights, title, and interest in the photographs. Client is granted a limited, non-exclusive, non-transferable right to use or reproduce the photographs. Client’s rights are subject to adherence of contract terms and timely payments for the Subscription. Missed payments after the delivery of photos will result in a revoked rights and usage until payment is received.
With this limited license, Client may:
- use the provided photographs for professional, commercial, or editorial purposes online or in print in any way that is not restricted (see restricted uses below);
- upload images to Client’s website, blog, or social media platforms/ schedulers for business use with image credit;
- use the images in digital products including courses, workbooks, ebooks, and other pdfs or downloads with proper imaging credit;
- crop, rotate, ﬂip, and/or resize the images as needed;
- overlay text, screenshots, or designs to Client’s images.
Client is restricted from:
- altering, editing, or manipulating the provided images in any way not granted under this Agreement;
- retouching, applying filters, or applying presets to the provided images;
- selling, leasing, loaning, or giving away the Subscription images;
- sharing Client’s login information for Subscription services or transferring any images to a third-party platform with the intent to sell, lease, or loan;
- re-selling the Subscription images as standalone ﬁles or as part of templates, themes, graphics, prints, stickers, or other printed items intended for sale. Please contact Company at [email protected] with additional permission requests or with requests for further clarity on current permissions;
- representing that Client or someone else that is not the Company is the original creator of the Subscription images;
- using the Subscription images to market or sell other products, workshops, courses, or similar resources that are branded photography or brand-styling related images that directly compete with The Branding Guru, LLC [DBA WorkPlay Branding] products and services;
- using the Subscription images in any illegal, offensive, or pornographic manner,
- requesting photography of nudity, anything that is discriminatory, or anything that is morally objectionable;
- altering the images in any illegal, offensive, pornographic, nude, discriminatory or morally objective way.
Client is required to credit the Company when using photos on Instagram in-feed posts and on websites. When Client is sharing a photograph on social media platforms, including but not limited to Instagram, Client agrees to “tag” @workplaybranding. When Client is using a photograph on their website, article, blog, or any other internet related platform where the Company cannot be “tagged”, Client agrees to provide the Company with image credit as follows: Image Credit: WorkPlay Branding.
The Branding Guru, LLC [DBA WorkPlay Branding] takes pride in its proprietary information included in each subscription. As such, Client agrees and acknowledges all Confidential Information belonging to Company that is shared through this subscription and by the Company is conﬁdential, proprietary, and belongs exclusively to The Branding Guru, LLC [DBA WorkPlay Branding].
For purposes of this Agreement, Confidential Information includes, but is not limited to: any of Company’s systems, sequence, processes, or steps shared with Client, any Company information disclosed in association with this agreement, including Company product, content, employee services, or employee practices and processes, any trade secrets in connection with the subscription, or The Branding Guru, LLC [DBA WorkPlay branding] business practices, and any other information designated as confidential by the Parties.
Information is not confidential if it is generally available or known within the Internet industry, it is in the public domain, it was known to the Parties before this Agreement was entered into, it was independently received by the Parties from a third party, or it was developed independently by either Party.
Client agrees not to disclose any of The Branding Guru, LLC [DBA WorkPlay Branding] and/or Company’s Conﬁdential Information to any other person or third party.
The Branding Guru, LLC [DBA WorkPlay Branding] also takes seriously its responsibility to protect Client’s personal information and privacy. As such, The Branding Guru, LLC [DBA WorkPlay Branding] agrees not to disclose any of Client’s confidential personal information to any other person or third party, specifically with regard to Client’s trade secrets, business practices, or any other information designated as confidential by the Parties. However, Company reserves the right to use any non-confidential information of Client, from time to time, and may use general statements about Client’s success as social proof and part of its marketing strategy. Client agrees to Company sharing Client’s success stories on social media. Both parties will keep Conﬁdential Information in the strictest conﬁdence and shall implement the best effort to protect Conﬁdential Information to protect it from disclosure, misuses, misappropriation, loss, and theft.
- INTELLECTUAL PROPERTY WARRANTY
Company warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. Client warrants and represents that any content provided to the Company to facilitate the performance of the Services shall not violate the intellectual property rights of any third party, and Client shall indemnify Company against any claim that results from the use of such allegedly infringing content.
In the event either party is unable to perform its obligations under the terms of this Agreement because of, including but not limited to: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters, or other causes reasonably beyond control, such party whose performance is affected shall notify the other party of the Force Majeure Event and its impact on performance under this Agreement. The party whose performance is affected shall use reasonable efforts to resolve any issues resulting from the Force Majeure Event to perform obligations under this Agreement. The party whose performance is affected shall not be liable for damages to the other party for any damages resulting from such failure to perform or otherwise from such causes.
- No Guarantees: Company makes no guarantees regarding the results Client may obtain through working with Company. Client agrees that any statements made regarding the potential outcomes of working with the Company are merely opinions and are not binding on the Company. The results Client experiences will be dependent on many factors including, but not limited to: Client’s level of personal responsibility, commitment, and abilities, in addition to factors that the Client/and or Company may not be able to anticipate. Client hereby acknowledges that Client is solely responsible for the amount and type of results that Client generates by implementing techniques and by using content online and advice provided by Company. Client also acknowledges that Company cannot and does not guarantee that implementation of the Services and Subscription will provide Client with an ideal resolution, increase in social presence, or increase in income. Company does not guarantee any type of results from use of Company’s services.
- Personal Decisions: Client agrees that he/she is solely responsible for any decision to leave his/her other career, job, or profession in order to pursue Client’s business idea, and indemniﬁes Company from any liability regarding said decision. Similarly, Client also agrees that he/she is solely responsible for any decision to leave his/her relationship, living environment, marriage, or the making of any other personal decision, and indemniﬁes Company from any liability regarding said decision. Company is not responsible for the decisions Client makes regarding their personal or professional endeavors.
- Earnings: Company may report earnings and income statements of their own or that of their Client’s from time to time. These statements are an estimate of what Client could possibly earn and should not be considered a guarantee that Client will get the same results. There is no guarantee that past earnings can be duplicated in the future. Company cannot guarantee Client’s future results or success. The use of the information, products, and services of Company is dependent on Client’s own actions and Client agrees that Company, its advertisers, affiliates, or sponsors are not liable for the success or failure of Client’s business or earnings projections.
- No Professional-Client Relationship: The Company is not an employee, manager, lawyer, accountant, psychiatrist, psychologist, therapist, public relations manager, doctor, counselor, ﬁnancial analyst, or other agent of Client’s business. It is Client’s responsibility to do personal research and consult with a professional for any of Client’s medical, legal, financial, or health needs.
- Testimonials: The testimonials, statements, comments, and opinions presented on the Company website and social media are applicable to the individuals who wrote it. Results vary and may not be representative of the experience of others. The testimonials are voluntarily provided and are not paid for, nor are they provided with free services, or any benefits in exchange for their statements. The testimonials are representative of client experiences, but the exact results will be unique and individual to each client.
- Omissions, Errors, or Mistakes: All of the information contained on the Company website is accurate, true, and current to the best of Company’s knowledge; however, there may be omissions, errors, or mistakes. Company is not liable or responsible for any damages due to omissions, errors, or mistakes contained on Company’s website. Company is not responsible for a delay or denial of any products, failure of performance of any kind, interruption in the operation or use of the site, attacks on the site including computer viruses, hacking, or any other system failure or misuse of information or products.
- Technology: If technology issues delay or bars Company from providing content to Client because exporting takes longer than it should for some reason, Company will notify Client and promptly provide the deliverables when the technology glitch is no longer causing a delay or hindrance to the delivery. If Client has technological difficulties that delay communications, uploading, or downloading, or if an integral platform fails in such process, Company is not responsible.
- Equipment: If any Company equipment fails for any reason, including breaking, Company will complete the action required under this Agreement by using different equipment or rescheduling. Such occurrence and remedy will be agreed upon by the parties.
INDEMNIFICATION / LIMITATION OF LIABILITY
Except as expressly provided in this Agreement, Company makes no guarantees, representations, or warranties of any kind of nature, express or implied, with respect to the services agreed upon and rendered. Company shall not be liable to Client for any indirect, consequential, or special damages. Notwithstanding any damages that the Client may incur, Company’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Company under this Agreement for all services rendered through and including the termination date. Client agrees to indemnify and hold Company harmless against any liability relating to or arising from the services provided under this Agreement.
- INDEPENDENT CONTRACTOR STATUS
Company is an independent contractor and shall not be considered an employee of Client. Nothing contained in this Agreement shall be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the Parties. Client understands that Company is an independent contractor and shall remain free to enter into additional contracts and provide services to other Clients.
Any notices required or permitted to be given hereunder shall be given via email to Company at [email protected] and to Client at the email address Company has on file for Client.
No waiver of any term, condition, or breach of this Agreement shall be valid or binding on Company unless agreed to in writing by Company. The failure of Company to enforce at any time the provisions of this Agreement shall in no way be construed as a present or future waiver of any of the provisions of this Agreement, nor in any way affect the validity of either Party's right to enforce each and every such provision at any and all times thereafter. If Company fails to make a statement or comment regarding any of its rights, this does not exclude Company from its rights and no such Company rights are waived. If Company chooses to waive a right one time, this does not further waive such right by the Company or Company’s rights in the future.
AMENDMENTS OR MODIFICATIONS
Company reserves the right to amend this Agreement from time to time. Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by both Parties. Any amendments must be agreed to in writing and executed by both parties.
Headings are included for convenience purposes only and shall not affect the construction of this Agreement.
If any portion of this Agreement is held to be unenforceable, it shall not affect the remaining portions of the Agreement, which shall remain in full effect. If any portion of this Agreement is held to be unenforceable, then the unenforceable portion shall be construed in compliance with applicable law in a light most favorable to the original intentions of the parties. If the unenforceable portion of the Agreement is found by a competent court of the jurisdiction under which this Contract is enforceable to be contrary to law, then it shall be changed and interpreted to best reﬂect the original intentions of the parties, and all other provisions shall in no way be affected or invalidated.
This Agreement reﬂects the entire agreement between the Parties relating to the rights granted and obligations assumed in this Agreement. This Agreement trumps and supersedes any other existing negotiations, communications, or Agreements between the parties, whether written, oral, or electronic, and is the full extent of the Agreement between the Parties.
- SUBCONTRACTING AND ASSIGNMENT
Company reserves the right to subcontract any services provided under this Agreement at any time to a subcontractor of Company’s choosing without notice to Client. This Agreement is not assignable by Client in any manner and may not be subcontracted by Client. Any attempt by Client to assign or subcontract the whole or any portion of this Agreement shall be voidable at any time at Company’s option and, even if not voided by Company after notice, shall not relieve Client from any of the obligations which are imposed on Client by this Agreement.
Client agrees to work with Company’s photographers, contractors, and other Company employees who are assigned to Client. Company’s photographers or Company’s subcontractor photographers shall be used for scheduled Photoshoots. No other photographers will be allowed to make, create, or provide photography other than stock photographs provided within the terms of this Agreement.
Client does not get to choose specific Company employees or contractors to be used for Client. Such assignment of projects is done at Company’s discretion. Client understands that they may be working with various and multiple Company team members.
Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under
or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions are for the sole and exclusive benefit of the Parties to this Agreement
Client agrees to not take any actions and refrain from making any statements, whether oral or in writing, that negatively impact the Company’s business, services, products, or reputation.
The Branding Guru, LLC [DBA WorkPlay Branding] is located in the United States and is subject to the applicable laws governing the United States. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Florida. Both Parties agree to submit to the jurisdiction of and venue in the State of Florida. Should any claim or controversy arise between the Parties under the terms of this Agreement, such a claim or controversy shall be resolved only in the State of Florida.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.
Any and all disputes arising under this Agreement shall be resolved through a binding arbitration. In the event a dispute shall arise between the Parties to this Agreement, it is hereby agreed that the dispute shall be referred to an arbitration service in the state of Florida by agreement of the Parties for arbitration in accordance with the Florida Rules of Arbitration. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including reasonable attorney’s fees for having to compel arbitration to defend or enforce the award.
For the convenience of the Parties, this Agreement may be executed in any number of separate counterparts, each counterpart being deemed to be an original instrument, and all counterparts together will constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.
All rights not expressly granted in this Agreement are reserved by the Company.
BY CHECKING THIS BOX I AM AGREEING TO THE TERMS IN THIS CONTRACT.