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Ewens Group
Picture That Place
Photographer Registration
Terms of Service: Photographers Welcome to the Picture That Place Website. The following are the terms of conditions of use of the Picture That Place service. Please read them carefully. The service is provided to registered service providers (you and yours) under the terms and conditions of this agreement. By completing the registration process as a service provider, and clicking on the create account button on the registration form, you agree to be legally bound by all of ther terms of use governing the Picture That Place website, including Picture That Place's terms of service for buyers and general users and its privacy policy. If you do not agree with any of the terms and conditions set forth in this agreement, do not click on the submit button on the registration form. DESCRIPTION OF SERVICES A. Ther purpose of Picture That Place is to facilitate the rapid delivery of photographic images between businesses or individuals that need to view various kinds of real and personal property (buyer) at a specific address (property Location) and businesses or individuals who are willing to provide on location photo services (you, seller, contractor, service provider, or photographer). Picture That Place connects Buyers and Sellers of on location photo services by providing an exclusive directory of photo service providers (directory). By assisting Sellers in finding Buyers in need of services, Picture That Place is considered the Official Finder for each project accepted through the site, and charges transaction fees for providing this service. All applicable transation fees are included in prices quoted for all services. B. Seller and employees of Seller are qualified and experienced in providing the above described services and Seller is desirous of being included as a Service Provider in the Directory. Now, therefore, in consideration of the nutual promises and covenants set forth herein, it is agreed by and between Picture That Place and Service Provider as follows: Scope of Service What We Agree to Do Picture That Place agrees to include Seller in the Directory of Service Providers shown to Buyers for Property Locations within the set of Zip Codes where the Seller offers to provide Services. Picture That Place retains the right to limit the number of Service Providers available in any Zip Code and therefore cannot guarantee that any or all of the Zip Codes in which Service Providers wishes to offer services will be available. Unless stated otherwise, terms of payment to Service Provider for services rendered shall be governed by Fees offered by Service Prover upon completing this Registration process. What You Agree to Do By completing this Service Agreement, Seller agrees to perform services upon receipt of an order from a buyer that selected you as service provider. Each order to be performed by service provider is separate, the terms and conditions of which shall be governed by this Agreement. Each order shall (1) describe the location and services to be performed in completing the order, (2) state the beginning date of the order, (3) state a fixed or estimated completion date for the order. Service Provider will determine the method, details, and means of performing services requested on each order. Picture That Place shall have no right to, and shall not, control the manner or determine the method of accomplishing the orders. Picture That Place shall have no authority with respect to the employment relationship between service privider and serice provider's employees, including but not limited to hiring, firing, disciplining, directing, supervising, setting wages and working conditions, and /or adjusting grievances. Picture That Place may not control, direct, or supervise service provider's employees in the performance of services hereunder. Service Provider warrants that its employees and agents shall: (1) at all times deal with the Buyer and the Buyer's customers and prospective customers in a respectful, courteous, professional manner; (2) Refer favorably to the Buyer and Buyer's customers in all written and oral communications; and (3) comply with all federal, state and local laws, regulations, and ordinances in performing the services specified in this agreement. Service Provider assumes full and sole responsibility for the payment of all compensation and expenses of its employees and agents and for all state and federal income tax, unemployment insurance, social security, disability insurance and other applicable withholdings for its employees and agents. Service Provider will indemnify, hold harmless, and defend Picture That Place from all damages, expenses (including attorney's fees), and other costs or liabilities resulting directly or indirectly from Service Provider's actual or claimed failure to perform any of the obligations contained in this paragraph which Service Provider by executing this agreement has agreed to assume. In the event that the performance of services hereunder by any employee or agent of Service Provider is unacceptable to Buyer, Service Provider agrees to promptly substitute that employee or agent with another employee or agent acceptable to Buyer. Nonexclusive Services Nothing in this Agreement shall be interpreted to prevent or preclude Service Provider or the employees or agents of Service Provider from rendering services to any other person or entity as Service Provider in its sole discretion sees fit, provided such services do not materially interfere with services to be performed for Picture That Place or violate the confidentiality provisions listed elsewhere in this Agreement. Timely Performance Although Picture That Place shall have no control over the manner and means of Service Provider performing the services rendered hereunder, including, without limitation, the hours or periods of time devoted to completion of the work, Service Provider acknowledges that the services to be provided hereunder must be completed in a timely manner and that a failure to complete the anticipated services could result in financial loss to Buyer. Service Provider shall diligently complete Order hereunder in accordance with the completion date agreed upon between Service Provider and Buyer. Place of Work No permanent office will be provided to Service Provider, and Service Provider shall be responsible for maintaining offices elsewhere and managing Service Provider's Orders according to Service Provider's own desires and schedules. Term of Agreement This Agreement will become effective upon acceptance by Seller and will continue in effect until terminated by either party. Nothing herein shall be construed as requiring Picture That Place to offer, or Service Provider to accept, any additional Orders. Payment for Services Upon completion of each Order, an Invoice will be sent to Buyer, and the total fee for services rendered will be charged to the Buyer's credit card. The fee for services will include the Service Provider's fee and all transaction charges due Picture That Place. Picture That Place will remit fees to Service Provider within 30 days by Paypal. Payments to Service Provider shall not be deemed an acceptance or waiver of any defect in the services rendered by Service Provider. Responsibility for Expenses Picture That Place shall not be responsible for any expenses incurred by Service Provider or Service Provider's employees or agents in performing Orders under this agreement. All actual expenses incident to Service Provider's performance of Orders under this Agreement shall be borne by Service Provider, including, but not limited to, (1) automobile and other travel; (2) entertainment and promotion; (3) education courses and materials; (4) insurance; and (5) all compensation paid to any employees or agents of Service Provider. Character of Relationship The parties intend that the relationship of Service Provider to Picture That Place be that of an independent contractor and not that of an employee, agent, joint venture, or partner of Picture That Place. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Picture That Place and Service Provider or any agent or employee of Service Provider. No Benefits Neither Service Provider nor Service Provider's employees or agents are eligible to participate in any employee benefit programs, including, but not limited to, workers compensation, medical insurance, long-term disability, life insurance, pension plans, 401(k) plans, vacation or sick pay, or any similar benefit or plan now or hereinafter offered to Picture That Place's employees. Security of Stored Data and Files Picture That Place will endeavor to restrict access to the data and files Service Provider stores or retrieves from Service Provider's Account to persons accessing such data and files through use of Service Provider's Account or Password. However, no password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, Service Provider hereby acknowledges that it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files Service Provider stores in Service Provider's Account. Service Provider understands and agrees that the images Service Provider furnishes are the property of Picture That Place, and that Picture That Place may archive, destroy, or resell any image at any time without Service Provider's consent. Service Provider's Responsibility Service Provider shall be entirely and solely responsible for Service Provider's acts and the acts of Service Provider's employees and agents while engaged in the performance of services hereunder. Service Provider shall indemnify, hold harmless, and defend Picture That Place from any loss or liability (including attorney's fees) arising from such acts. OBLIGATIONS OF SERVICE PROVIDER Internet Access and E-mail Address Service Provider understands and agrees that the services offered cannot be performed without Internet access and e-mail. Therefore, Service Provider will, at Service Provider's own cost and expense, have Internet access available at all times and provide an e-mail address for contact with Service Provider. Service Provider may change or substitute a new e-mail address at any time and Service Provider is solely responsible for ensuring that the e-mail address associated with their Account is valid and that they are able to receive e-mail from Picture That Place. Service Provider understands that failure to maintain a valid e-mail address shall be construed as a material breach of this Agreement. Registration Information Service Provider will promptly notify Picture That Place of any change in the information Service Provider furnishes on Service Provider's registration form during Service Provider's registration for the Service (including, without limitation, any change in Service Provider's mailing address, telephone numbers or e-mail address). Account and Password Service Provider is entirely responsible for any and all activities that occur under Service Provider's Account and Password, whether or not such use was authorized by Service Provider. Service Provider will notify Picture That Place of any unauthorized use or other breach in security of Service Provider's Account immediately after Service Provider learns of the same. Transportation and Equipment Used by Service Provider Service Provider will, at Service Provider's own cost and expense, supply all transportation, tools, and other personal property necessary or appropriate to perform Orders under this Agreement. Service Provider shall not be required to purchase or rent any equipment or services from Picture That Place, nor shall Picture That Place supply same for use of Service Provider. Workers Compensation Service Provider agrees to provide workers compensation insurance for employees of Service Provider; Service Provider agrees to hold harmless, indemnify and defend Picture That Place for any and all claims (including attorney's fees) arising out of any injury, disability, or death of Service Provider's employees or agents. Indemnification from Liability Service Provider shall indemnify, hold harmless, and defend Picture That Place against any and all liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or indirectly from any act or failure of Service Provider's employees or agents, including all claims relating to the injury or death of any person, or damage to any property, directly or indirectly resulting from, or connected with, Orders performed pursuant to this Agreement. Compliance with Applicable Laws Service Provider shall be responsible for compliance with all applicable federal, state and municipal laws, statutes, and ordinances that may apply to Service Provider's performance of Orders under this Agreement. Further, Service Provider shall indemnify, hold harmless, and defend Picture That Place from any and all liability it may incur due to Service Provider's failure to abide by any applicable law, statute, ordinance, or regulation. Automobile Insurance Service Provider agrees to acquire and maintain in force a policy of insurance covering Service Provider for Bodily Injury and Property Damage arising out of the operation of any and all owned and non-owned automobiles which may be used by Service Provider or Service Provider's employees or agents in connection with Orders performed hereunder. Insurance shall be purchased from a reputable insurance company duly licensed in the State where the Services are to be performed. Service Provider agrees to provide Proof of Insurance to Picture That Place upon request. OBLIGATIONS OF Picture That Place Cooperation of Picture That Place Picture That Place agrees to provide access to all information reasonably necessary to the performance of Service Provider's duties under this Agreement. Tax Reporting Picture That Place shall issue a Form 1099 to Service Provider based upon the information furnished by Service Provider in the signature section of this Agreement. Collection of Fees Picture That Place agrees to handle all billing related to the performance of each Order. Upon completion of each Order, an Invoice will be sent to Buyer, and the total fee for services will be charged to the Buyer's credit card. The fee for services will include the Service Provider's fee and all transaction charges due Picture That Place. Picture That Place will remit fees to Service Provider within 30 days by check or direct deposit. CONFIDENTIALITY Definition of Proprietary Information For the purposes of this Article, "Proprietary Information" means all confidential information and documents about Picture That Place, or its customers, including: (1) any customer or potential customer list or similar non-public information with respect to persons sharing a business relationship with Picture That Place; (2) any information describing the manner in which Picture That Place conducts its business operations; (3) any information or forms provided to Service Provider for the purpose of completing any Order. Duty of Non-Disclosure Service Provider's performance under this Agreement necessarily involves access to certain proprietary and/or confidential information pertaining to the business of Picture That Place and customers of Picture That Place. Service Provider and its employees and agents will treat all such information and documents which come to their attention in performing services hereunder or which they acquire from Picture That Place as strictly confidential. They will not disclose this information or documents to any third party and will not use such information or documents, except as is necessary for the performance of the service called for in this Agreement. Service Provider further agrees to take such steps as are necessary to insure that its employees and agents preserve the confidentiality of the information, lists or documents. Breach Upon Disclosure The parties agree that such confidential information is an important, material and proprietary asset which effects the successful conduct of Picture That Place's business, and its good will, and that a breach of any provision of this Article is a material breach of this Agreement. Equitable Relief Service Provider acknowledges that the obligations undertaken by Service Provider's employees and agents in this Article are of particular value to Picture That Place, and that Picture That Place cannot be reasonably or adequately compensated in damages in an action at law in the event Service Provider breaches such obligations. Service Provider therefore expressly agrees that, in addition to any other rights or remedies which Picture That Place may possess, Picture That Place shall be entitled to injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond or other security in the event of any actual or threatened breach of said obligations by Service Provider. FEDERAL AND STATE TAXES Picture That Place's Non-Responsibility As Seller is performing services as an Independent Service Provider, Picture That Place shall have no responsibility for payment and/or reporting of taxes and contributions relating to the status of an "employee". Specifically, Picture That Place will not withhold FICA (Social Security) from Service Provider's payments; will not make state or federal unemployment insurance contributions on behalf of Service Provider; will not withhold state or federal income tax from payments to Service Provider; will not make disability insurance contributions on behalf of Service Provider; and will not obtain workers compensation insurance on behalf of Service Provider. Service Provider's Responsibility Service Provider shall be responsible for payment of all federal, state and local taxes with respect to amounts received for services hereunder. Service Provider shall file all tax returns that may be required by any and all federal, state or local laws in connection with the payments to Service Provider hereunder. Duty of Cooperation In the event of an audit by any federal, state, or local tax agency, Service Provider shall furnish to Picture That Place copies of income tax returns documenting that payments hereunder made by Picture That Place to Service Provider were properly reported on Service Provider's federal, state and local tax returns; and Service Provider shall execute any documentation requested by such agencies for that purpose. BREACH OF AGREEMENT Breach by Picture That Place Should Picture That Place materially default in the performance of this Agreement, or materially breach any of its provisions, Service Provider, at the Service Provider's option, may suspend further performance under this Agreement by giving written notice to Picture That Place. The suspension of further performance by the Service Provider upon the breach of this Agreement by Picture That Place shall in no way prejudice the Service Provider's right to bring a law suit for damages for that breach. With Service Provider's written notice to Picture That Place of suspension of further performance, Service Provider shall: (1) immediately delete any outstanding Orders which are in Service Provider's possession at the time of suspension, or which may come into possession of Service Provider thereafter, and (2) destroy any proprietary information belonging to Picture That Place in Service Provider's possession. Breach by Service Provider Should Service Provider materially default in the performance of this Agreement or materially breach any of its provisions, Picture That Place at Picture That Place's option, may suspend further performance under this Agreement at any time, by giving written notice to Service Provider. The occurrence of the following events shall be automatically deemed to be a material default by the Service Provider: (1) the conviction of Service Provider by a court of competent jurisdiction (and as to which no further appeal can be taken) of a felony involving any violent, financial, or business-related crimes, or of a felony or misdemeanor involving moral turpitude; (2) the commission by Service Provider of an act of fraud upon Picture That Place; which shall include the failure to disclose licensing of Service Provider to transact insurance as an agent, broker or solicitor by any duly recognized federal or state agency or department; (3) the disclosure by Service Provider of any confidential or proprietary information of Picture That Place in violation of this Agreement; (4) the bankruptcy or insolvency of Service Provider. Upon receipt by Service Provider of written notice by Picture That Place of suspension of further performance, Service Provider shall (1) immediately delete any outstanding Orders which are in Service Provider's possession at the time of suspension, or which may come into possession of Service Provider thereafter, and (2) destroy any proprietary information belonging to Picture That Place in Service Provider's possession. MISCELLANEOUS PROVISIONS No Guarantee of Continued Orders The fact the Service Provider has successfully completed any Order or series of Orders from Picture That Place does not mean that the Service Provider can expect to receive, or is entitled to receive, any additional Order(s) from Picture That Place. It is expressly understood that each Order is a separate contract governed by the Terms and Conditions of this agreement. Notices Any notice permitted or required by this Agreement shall be effective immediately when sent by e-mail to the e-mail address of Service Provider on file with Picture That Place at the time of notice. Notice shall be deemed to have been duly given so long as Picture That Place does not receive a notification that attempts to deliver the e-mail message have failed. If repeated attempts to deliver Notice by e-mail fail, Picture That Place may attempt to contact the Service Provider via phone, fax, or postal address, but is not required to do so. Any notice under this Agreement given by Service Provider to Picture That Place will be deemed to be properly given if received by e-mail sent to Picture That Place at service@picturethatplace.com Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Service Provider and Picture That Place agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Jacksonville, Florida. Severability If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. Integration This Agreement contains the entire Agreement between the parties and supersedes all prior contemporaneous oral and written Agreements, understandings, and representations between them. This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by his agent duly authorized in writing, except as expressly permitted herein. Waiver No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. Titles and Headings Titles and headings of Articles of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.
