Terms of service

Terms of Sale- Edible Shots by Melissa


The Parties have agreed that CLIENT would like to retain PHOTOGRAPHER to serve as a content contributor, which is more fully described in Exhibit A (the “Services”). The Parties agree to the following:  

  1. Term. This Agreement shall be effective as of the date of purchase, and until completion of the Services outlined in Exhibit A.
  2. Services and Warranties. The Parties shall perform the Services described in this Agreement and Exhibit A. PHOTOGRAPHER represents and warrants that:

PHOTOGRAPHER will perform the Services:
i) in a timely, diligent, professional, and workmanlike manner;
ii) in accordance with the Agreement; and,
iii) in compliance with all applicable laws and regulations;
PHOTOGRAPHER has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
PHOTOGRAPHER will create original content for CLIENT, which will not infringe on the rights of any third parties;
PHOTOGRAPHER has no other agreements with any other party that would conflict with this Agreement; and,
PHOTOGRAPHER is not authorized to enter contracts or agreements or create obligations on behalf of CLIENT to third parties unless otherwise indicated by CLIENT, in writing.
CLIENT represents and warrants that:

CLIENT has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein;
CLIENT has no other agreements with any other party that would conflict with this Agreement;
All elements of text, images, or other artwork provided by CLIENT to PHOTOGRAPHER:
i) are either owned by CLIENT or CLIENT has obtained all necessary permissions or licenses for their use, and
ii) do not infringe on the rights of any third parties, including trademark rights; and,
CLIENT is responsible for the accuracy, completeness, and propriety of all information provided by CLIENT to
Photographer.

  1. Compensation. CLIENT shall pay PHOTOGRAPHER the fees in US dollars as indicated on each invoice. PHOTOGRAPHER will send an invoice to CLIENT with a summary of all sums owed. Payments on all invoices are due upon receipt OR within SEVEN days. All acceptable methods of payment will be indicated on the invoice. 

Failure to pay may result in temporary or permanent suspension of Services. The PHOTOGRAPHER will not provide final work until the invoice is paid in full.

In the event that PHOTOGRAPHER incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, CLIENT agrees to reimburse PHOTOGRAPHER for all such expenses.

  1. Expenses. CLIENT shall not be liable to PHOTOGRAPHER for expenses paid or incurred by PHOTOGRAPHER, except for those fees that the Parties agree to in writing.
  2. Changes/Revisions. This Agreement is limited to the Services outlined in Exhibit A. If CLIENT requests new work or changes that are outside the original scope of the Services, PHOTOGRAPHER will provide an estimate for the completion of such new work or changes.
  3. Relationship of the Parties. It is understood by the Parties that PHOTOGRAPHER is an independent contractor. All work will be completed by PHOTOGRAPHER. and understands that the PHOTOGRAPHER is responsible to pay, according to law, PHOTOGRAPHER'S income and employment-related taxes. PHOTOGRAPHER further understands that PHOTOGRAPHER may be liable for self-employment (income) tax, to be paid by PHOTOGRAPHER according to law. Neither PHOTOGRAPHER nor PHOTOGRAPHER'S agents shall be entitled to and waive any and all claims to any employee benefits as a result of PHOTOGRAPHER'S relationship with CLIENT. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise.
  4. Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party. Upon termination, CLIENT shall pay PHOTOGRAPHER for the Services completed on a pro rata basis within 14 days of receipt of a detailed invoice sent via electronic or Canada Post mail. Neither Party shall be liable to the other, as a result of the Termination, for damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of PHOTOGRAPHER or CLIENT.
  5. Confidentiality. PHOTOGRAPHER agrees to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement and Services), either before or after termination of the Agreement, any confidential or proprietary information of CLIENT, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, login credentials, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of CLIENT. Confidential information is not limited to a specific medium and can be oral, written, electronic, or physical in format. (“Confidential Information”).

PHOTOGRAPHER shall not disclose Confidential Information to any third party in any form without CLIENT'S prior written consent. PHOTOGRAPHER shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (i) to have been rightfully in PHOTOGRAPHER'S possession prior to the date of the disclosure of such information to PHOTOGRAPHER, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) to have been in the public domain prior to the date of the disclosure of such information to PHOTOGRAPHER; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of PHOTOGRAPHER, or (iv) to have been supplied to PHOTOGRAPHER without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in PHOTOGRAPHER'S possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in PHOTOGRAPHER'S possession.

Upon CLIENT'S request, PHOTOGRAPHER shall return to CLIENT any and all written or physical embodiments (including copies) of Confidential Information disclosed to PHOTOGRAPHER by CLIENT which is then in PHOTOGRAPHER'S possession, custody or control. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

  1. Intellectual Property Provided to PHOTOGRAPHER. CLIENT may provide content to PHOTOGRAPHER for fulfillment of the Services. Such content may be owned by CLIENT or CLIENT has obtained any applicable rights needed in order to provide such content for use in the Services. PHOTOGRAPHER is not responsible for obtaining any permissions or licenses necessary to utilize any materials or content provided by CLIENT to PHOTOGRAPHER. All pre-existing copyrights and trademarks and the rights associated with such copyrights and trademarks will remain the sole property of the owner.
  2. Data Security. To perform the Services, CLIENT may provide PHOTOGRAPHER with login credentials to certain accounts owned by CLIENT. PHOTOGRAPHER shall undertake reasonable efforts to safeguard this information. At no time will PHOTOGRAPHER claim any ownership right in such accounts. CLIENT grants PHOTOGRAPHER the authority to access these accounts to complete the Services. CLIENT understands and agrees that PHOTOGRAPHER is not responsible for any breach of data security for these accounts.
  3. Non-Solicitation. During the Term and for a period of 6 months thereafter, PHOTOGRAPHER agrees that PHOTOGRAPHER shall not directly or indirectly solicit or attempt to solicit any clients, contractors, or employees of CLIENT, other than on behalf of CLIENT itself, without first obtaining written approval from CLIENT. This specifically includes any brands or agencies with which CLIENT has worked.
  4. Non-circumvention. During the Term and for a period of 6 months thereafter, PHOTOGRAPHER agrees that it will not directly or indirectly contact any client or customer of CLIENT regarding services of the type offered by CLIENT, such as sponsored content, or otherwise take any action to interfere with or otherwise circumvent CLIENT'S business relationships or opportunities without first obtaining written approval from CLIENT.
  5. Exclusivity. This Agreement is not intended to create an exclusive relationship between the Parties.
  6. Indemnification. PHOTOGRAPHER agrees to defend, indemnify, and hold CLIENT, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of PHOTOGRAPHER or (ii) PHOTOGRAPHER'S breach of any provision of this Agreement (including any representation or warranty).  

CLIENT shall indemnify, defend, and hold PHOTOGRAPHER harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against PHOTOGRAPHER in connection with or as a result of any claim brought by or on behalf of any third-party person or entity as a result of or in connection with PHOTOGRAPHER'S appearance or association with CLIENT, unless such claim arises from PHOTOGRAPHER'S acts or omissions or arises from or is related to breach of any obligation and/or warranty made by PHOTOGRAPHER hereunder.

  1. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the United States of America without regard to its conflict of laws doctrine, as well as applicable federal laws.
  2. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.
  3. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give to the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

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Edible Shots by Melissa LLC
Attn: Melissa Wilbur
wilburfamilystudio@gmail.com

Exhibit A- The Services

  1. Due to the digital nature of the products, refunds are not available.  
  2. Upon purchase of exclusive recipe made by CLIENT, a digital download link (sent to valid CLIENT email address) will be sent for recipe product
  3. Each link will include final exclusive recipe in word format that includes Serving sizes, Prep/cool/cook/cool times, Notes, FAQ and Storage information, as well as Keyword volumes to help with SEO for the future post.
  4. File with final image gallery, in various orientation sizes
  5. If video is included with the exclusive recipe, CLIENT agrees to send PHOTOGRAPHER the client logo or end card. PHOTOGRAPHER will have 48 hours to add CLIENT end card to original version of the recipe video, and create additional copies in various aspect ratios for all social media platforms.
  6. PHOTOGRAPHER will send additional link to a Dropbox file containing CLIENT recipe videos within 72 hours of receipt of end card.  
  7. PHOTOGRAPHER working hours are M-F, 7am to 5 pm.  Weekends are excluded from any milestone. 
  1. Miscellaneous. 
  • If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
  • Any rights or obligations contained herein that, by their nature, should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
  • Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of, that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy. 
  • Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared. 
  • The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties. 
  • This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above.

Edible Shots by Melissa LLC
Melissa Wilbur