Please carefully read everything below and sign at the bottom of this page.  

HEY, BEAUTIFUL!

I’m so excited to work together. Before your spot at the photo shoot is official, we’ll need to get some legal stuff out of the way. If you have any questions, feel free to email me at info@elsaisaac.com. 

LIGHTS, CAMERA, LUXE!
TERMS OF PURCHASE

BY PURCHASING THIS PHOTO SHOOT YOU (HEREIN REFERRED TO AS “CLIENT”) AGREE TO THE FOLLOWING TERMS STATED HEREIN.

1. Photo Shoot/Service

El-Saba Inc. (herein referred to as the “Company”) agrees to provide services of “Lights, Camera, Luxe” (herein referred to as “Photo Shoot” or “Event”). Customer agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Photo Shoot.

2. Disclaimer

Client acknowledges that neither the Company, their affiliates, nor any of their respective employees, agents, third parties, or licensors warrant that the services will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from this Event as to the timeliness, sequence, accuracy, reliability, completeness, of any service provided through the Photo Shoot.

Except as specifically provided in this agreement or where the law requires a different standard, you agree that the Company is not responsible for any loss, property damage, death, illness or bodily injury, caused by your attendance at the Photo Shoot. To the maximum extent permissible under applicable law, the Company will not be responsible to the Client or any third party claims through the Client for any direct, indirect, special or consequential, economic or other damages arising in any way out of your purchase or attendance at the Photo Shoot.

3. Photo Shoot Inclusions:

The Photo Shoot shall include:
· Car service to and from the location
· Up to three (3) outfit changes with wardrobe styling
· Twenty (20) retouched images (for promotional use only)
· Raw Image access
· One (1) meal with snacks
· Hair and Makeup
· Location (chosen by Company)

Please Note: Client is FULLY responsible for brand direction / identity.

4. Price

Client agrees to pay the early-bird Photo Shoot fee of Eighteen Thousand ($16,000.00) Dollars (“USD”) due and payable in full or as set forth in the schedule below.

First payment of Three thousand dollars ($8,000.00 USD) due at the execution of this agreement, followed by one payment of Eight thousand dollars ($8,000.00 USD) due 4 weeks after the first payment is complete, for a total of Sixteen Thousand Dollars ($16,000).

5. Method of Payment

Client shall pay via credit card.

6. Refund Policy

Client is responsible for the full Photo Shoot Price and this price is non-refundable. If Client elects to cancel their participation in the Photo Shoot or misses their chosen appointment time for any reason, Client will be responsible for any and all outstanding balance(s). If Client chooses not to participate or attend the Photo Shoot for any reason, the Client shall be entitled to transfer their purchase to styling services by Elsa Isaac (“Stylist”) or re-book the Photo Shoot at a later date for an additional thirty five hundred dollar ($3500.00 USD) rebooking fee.

Furthermore, Client understands Company will select the final shooting schedule.

7. Deposit, Airfare, and Travel Arrangements

Client is solely responsible for fees and booking for: (1) hotel, airfare, ground transportation and travel arrangements on the Photo Shoot date; (2) securing all required travel documents and visas (if needed); (3) complying with all laws, regulations, orders, demands and requirements; and (4) fees or cost associated with delays, cancellations or changes in arrival or departure times for Client’s flights book flight.

The Company shall not be liable for issues, delays or consequences resulting from the Client’s failure to obtain requisite travel documents, visas or failure to comply with laws, regulations, orders, demands, requirements, rules or instructions set by their host country if traveling internationally or upon entry into the United States (if applicable).

Additionally, the Client understands travel and cancellation insurance is optional, but highly recommended. Client understands that acquiring insurance is solely the responsibility of the Client.

8. Confidentiality

The Company respects the Client’s privacy and insists that the Client respects the Company and the other Contractors providing services (herein referred to as “Staff”). Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by the Company, any representative of the Company, or the Staff is confidential, proprietary, and belongs solely and exclusively to the Party who discloses it. All Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, or otherwise.

Client agrees not to use such confidential information in any manner other than in discussion with the Company or other Staff during the Photo Shoot. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.

Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.

Further, Client agrees that if they violate or display any likelihood of violating this section the Company and/or the other Participant will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.

9. Intellectual Property

All intellectual property shall remain the solely and exclusively the property of the original owner. No license to sell, reproduce or distribute Company’s Intellectual Property is granted or implied. Client agrees not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights of the Company

Client will have a non-exclusive license to utilize, distribute, reprint, re-touch, edit, any and all images from the Photo Shoot. Client may NOT sell photos or use the photos on any books or physical products of any kind.

Further, the Client agrees that if the Client violates, or displays any likelihood of violating, any of the agreements contained in this paragraph, the Company and/or Contractors will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

10. Film/Recording Release

Client hereby grants to the Company and to its licensees, assignees, and other successors-in-interest, all rights of every kind and character whatsoever in perpetuity in and to Client’s appearance (hereinafter referred to as the "Appearance") in connection with promotional footage, written script, print images and photography from the Photo Shoot.

Client hereby authorizes the Company to photograph, record, or release (on tape, film, print, website or otherwise), the Appearance; to edit at its discretion and to include with the appearance of others in the Event; and to use the Appearance in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and sales promotion; and to use my name and likeness in connection with the Event.

Client hereby waive all rights, release, and discharge the Company from, and shall neither sue nor bring any proceeding against any such parties for, any claim, demand or cause of action whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use of Client’s Appearance. The Company owns all rights and proceeds resulting from Client’s Appearance. The Company is not obligated to utilize the authorization granted by Client hereunder.

11. Independent Contractor Status

Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In this Event no such persons shall be deemed employees of the other party by virtue of participation or performance hereunder.

12. Force Majeure

In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, COVID-19 or other Pandemic-related emergencies, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either the Company to perform their obligations under this Agreement, the Company’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

13. Severability/Waiver

If any provision of this Agreement is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

14. Miscellaneous

A) Limitation Of Liability. Client agrees they purchased the Photo Shoot at their own risk and that the Event is only an educational service being provided. Client releases the Company, it’s employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, instructors, guides, staff, and related entities in any way as well as the venue where the Photo Shoot is being held, and any of its owners, executives, agents, or staff (hereinafter “Releasees”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from your participation in the Event. Client accepts any and all risks, foreseeable or unforeseeable.

Client agrees that the Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services.

Client further declares and represents that no promise, inducement or agreement not herein expressed has been made to Client to enter into this release. The release made pursuant to this paragraph shall bind Client’s heirs, executors, personal representatives, successors, assigns, and agents.

B) Non-Disparagement. In the event that a dispute arises between the Parties, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. The Parties agree that neither will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, each other or any members, owner, contractors, directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

C) Assignment. This Agreement may not be assigned by the Client, without express written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Waiver of any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.

D) Termination. By accepting below, Client agrees that the Company may, at their sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s Photo Shoot without refund or forgiveness of payments if the Client becomes disruptive to the Company, difficult to work with, or upon violation of these terms. Client will still be liable to pay the total contract amount.

E) Indemnification. Client shall defend, indemnify, and hold harmless the Company, their employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever - including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements - which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the Photo Shoot, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by the Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend the Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Client recognizes and agrees that all of the Organizer’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

F) Resolution of Disputes. If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against the Company must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of Client, Client is responsible for any and all arbitration and attorney fees.

G) Equitable Relief. In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction.

H) Notices. Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of five (5) days after the date of mailing. For purposes of this Agreement, "personal delivery" includes notice transmitted by email. Email: info@elsaisaac.com The Company shall deliver notice to Client’s email address provided to the Company through registration.

I) Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter, and may not be modified, amended, or discharged, nor may any of its terms be waived, except by an instrument in writing signed by both parties in duplicate.

J) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

BY PURCHASING THIS PHOTO SHOOT, I HAVE READ AND AGREE TO THE WORKING AGREEMENTS ABOVE.