Terms and Conditions
Photograph My Product
A photography brand owned and operated by Michael Carr Photography, Inc.
Parties and Brand Name
This Agreement is between Michael Carr Photography, Inc. (“Photographer”) and the individual, business, company, organization, or other entity purchasing or requesting photography services (“Client”).
Photograph My Product is a photography brand and website owned and operated by Michael Carr Photography, Inc. All photography services, purchases, transactions, and agreements made through Photograph My Product are provided by and entered into with Michael Carr Photography, Inc.
The use of the Photograph My Product brand name, website name, or service name does not create a separate legal entity or alter the identity of Michael Carr Photography, Inc. as the contracting party.
If an individual enters into, approves, or accepts this Agreement on behalf of a business, company, organization, or other entity, that individual represents that he or she has authority to act on behalf of and bind that entity to this Agreement.
Photographer may use employees, assistants, photographers, retouchers, contractors, or other service providers in performing the services described in this Agreement.
Photographer is an independent contractor. Nothing in this Agreement creates an employer and employee relationship, partnership, joint venture, agency, or similar relationship between Photographer and Client.
Client agrees to these Terms and Conditions by signing or electronically accepting an agreement, approving an estimate or proposal, paying a retainer, deposit, invoice, or other charge, requesting or authorizing Photographer to begin services, delivering products for photography, or otherwise engaging Photographer to perform services.
1. Scope of Services
Photographer provides commercial product photography and related photographic services. Services are limited to those expressly described in the applicable written agreement, proposal, estimate, booking confirmation, or other written scope accepted by Photographer.
Any limits stated in the applicable written agreement concerning the number of products, final images, views, angles, setups, group photographs, locations, production time, editing, retouching, deliverables, or usage rights shall govern the scope of work.
No oral statement, conversation, meeting discussion, telephone call, site visit, consultation, prior course of dealing, Client-supplied list, spreadsheet, packing list, shot list, or other reference material shall modify or expand the scope unless Photographer expressly accepts the change in writing.
2. Product Submission, Identification, and Organization
Client is responsible for providing all products to be photographed in accordance with the applicable written agreement.
Before photography begins, Client shall provide an organized written product list identifying each product by SKU, part number, model number, or other unique identifier, together with a clear description of each item.
Client is responsible for ensuring that all submitted products are organized, identifiable, complete, clean, assembled when required, and ready to photograph. Products shall be labeled or otherwise organized in a manner that allows Photographer to reasonably match each product to the Client-supplied product list.
Photographer is not responsible for identifying unknown products, reconciling inconsistent product numbers, determining which products correspond to incomplete or conflicting Client records, or correcting Client inventory records unless Photographer expressly agrees in writing to provide those services for an additional fee.
If products arrive incomplete, disorganized, mislabeled, damaged, dirty, unassembled, inconsistent with the product list, or otherwise not ready to photograph, Photographer may delay photography, suspend the project, require clarification, or charge additional handling, preparation, coordination, storage, or project management fees.
3. Product Lists, Shot Lists, and Creative Direction
Any product list, spreadsheet, inventory list, packing list, shot list, inspiration image, reference photograph, diagram, creative input, or other material supplied by Client is provided for identification, coordination, reference, and project management purposes only unless Photographer expressly incorporates it into the applicable written agreement.
A Client-supplied list does not become part of the agreed scope merely because it is delivered to or reviewed by Photographer. It does not obligate Photographer to photograph every item appearing on the list and does not modify the number of products, images, views, setups, group photographs, or deliverables stated in the applicable written agreement.
Photographer retains creative control over lighting, composition, styling, camera position, photographic technique, and final image selection except where specific requirements are expressly stated in the applicable written agreement.
4. Views, Angles, Setups, Group Images, and Deliverables
Before photography begins, Client shall identify in writing the number and type of views, angles, orientations, configurations, or setups required for each product when such requirements are material to the project.
One product does not equal one final image. The number of products photographed does not determine the number of JPG files or other final images delivered. Deliverables are limited to the quantity and type expressly stated in the applicable written agreement.
Additional views, angles, orientations, configurations, alternate setups, closeups, detail photographs, replacement photographs, or other images not expressly included in the applicable written agreement constitute additional services and may require additional fees or a revised estimate.
Group photographs, multiple product arrangements, component combinations, assemblies, comparison images, bundles, collections, or images containing more than one product are separate services and are not included unless specifically identified in the applicable written agreement.
For complex groupings, assemblies, technical configurations, or product combinations, Client shall provide complete written instructions and, when appropriate, diagrams, schematics, layout references, or example photographs sufficient to identify the requested arrangement before Photographer is required to quote or perform the work.
5. Client Representative and Project Direction
Client shall designate a knowledgeable representative with authority to provide instructions, answer product-related questions, approve positioning and configurations, and make project decisions on Client’s behalf.
For photography performed at Client’s location, and for projects requiring Client-specific positioning, technical configuration, assembly, grouping, sequencing, or other specialized direction, Client shall have an authorized representative available onsite throughout the photography unless Photographer agrees otherwise in writing.
If Photographer agrees to proceed without an onsite representative, Photographer may charge additional coordination, preparation, research, product identification, project management, handling, or production fees.
Photographer is not responsible for errors, omissions, additional work, reshoots, delays, or additional costs resulting from Client’s failure to provide a knowledgeable representative, complete instructions, accurate product identification, required layouts, diagrams, schematics, or timely approvals.
6. Intended Usage, Licensing, and Promotional Use
Before Photographer issues a final estimate or begins photography, Client shall disclose the intended use of the deliverable images, including, as applicable, website use, ecommerce, catalogs, brochures, advertising, social media, packaging, trade shows, distributor or reseller use, third party marketplaces, publications, or other commercial uses.
Any license or usage rights granted to Client are based upon the uses disclosed by Client and the rights expressly stated in the applicable written agreement. Use by distributors, suppliers, manufacturers, affiliates, resellers, advertising agencies, publications, or other third parties is not included unless expressly authorized in writing by Photographer.
Any use beyond the rights expressly granted may require additional licensing and fees.
Unless otherwise agreed in writing before photography begins, Client grants Photographer permission to display images created for the project in Photographer’s portfolio, website, social media, marketing, advertising, competitions, and promotional materials. Requests for confidentiality, nondisclosure, embargoes, or restricted promotional use must be approved by Photographer in writing and may be subject to additional fees.
7. Additional Services, Changes, and Project Management
Any services beyond the agreed scope require Photographer’s prior written approval and may result in additional fees. This includes additional products, replacement products, revised products, additional views, group photographs, additional setups, reshoots, extended production time, additional locations, revised creative direction, new deliverable requirements, or changes requested after photography has begun.
Photographer provides the photography services expressly stated in the applicable agreement. Unless specifically included in writing, Photographer does not provide turnkey product management, product inventory management, SKU reconciliation, technical product consulting, product engineering, product assembly, development of Client shot requirements, determination of required product configurations, creation of group layouts, catalog planning, comprehensive project management, or other services outside the stated photographic scope.
If Client requests or requires Photographer to perform services outside the photographic scope, Photographer may decline the request or provide those services under a separate written scope and additional fee.
Client must request any retouching or editing revisions in writing within two business days after receipt of the final images. Requests for retouching beyond the standard enhancements included in the applicable written agreement may incur additional non-refundable fees.
8. Acceptance of Work
Delivery of images or other agreed deliverables constitutes completion of the applicable services.
Client agrees to inspect all deliverables promptly.
Selection, download, use, publication, distribution, transmission to a third party, or sharing of images constitutes acceptance of the applicable deliverables.
Client must notify Photographer in writing of any claimed error, defect, omission, or discrepancy within two business days after receipt. Failure to provide timely notice shall constitute acceptance of the delivered work for purposes of completion, revisions, corrections, and requests for additional services, subject to any rights that cannot lawfully be waived or limited.
Any requested correction, revision, replacement image, or reshoot remains subject to the applicable written scope and Photographer’s policies regarding additional work.
9. Orders, Payment, Cancellations, and Refund Policy
Due to the custom nature of commercial photography, all sales are final.
Retainers, production fees, photography fees, digital images, licenses, retouching fees, project management fees, and other amounts designated as nonrefundable are nonrefundable.
Photographer may require a nonrefundable retainer, deposit, progress payment, or full payment in advance. Photographer reserves the right to suspend work and withhold delivery of images, files, licenses, usage rights, or other deliverables until all amounts then due have been paid in full.
If an Agreement is terminated, Client remains responsible for payment for all work performed and for all noncancelable costs and expenses incurred by Photographer, including production costs, services in progress, outside services, handling, storage, shipping, and other commitments made for the project. Any refund of prepaid amounts shall be governed exclusively by Section 17, Termination and Right to Refuse Services.
10. Limitation of Liability and No Guarantee
TO THE FULLEST EXTENT PERMITTED BY LAW, PHOTOGRAPHER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, ANY PHOTOGRAPHY PROJECT, OR ANY GOODS OR DELIVERABLES PROVIDED BY PHOTOGRAPHER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO PHOTOGRAPHER FOR THE GOODS AND SERVICES GIVING RISE TO THE CLAIM.
This limitation applies regardless of the form or theory of the claim, including contract, tort, negligence, misrepresentation, restitution, or otherwise, to the fullest extent permitted by applicable law.
In no event shall Photographer be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of use, business interruption, reputational harm, or similar damages, even if Photographer has been advised of the possibility of such damages.
Photographer shall perform services in a professional manner consistent with Photographer’s style and the applicable written scope. Client acknowledges that photography and retouching involve professional judgment and visual interpretation. Dissatisfaction with subjective aesthetic preferences shall not constitute a breach of this Agreement when the work materially conforms to the applicable written scope.
Photographer is not responsible for defects, damage, contamination, manufacturing variation, labeling errors, assembly issues, color variation, inaccurate instructions, or other conditions inherent in products or materials supplied by Client.
In the event of technical failure, data loss, equipment malfunction, or any circumstance beyond Photographer’s reasonable control, Photographer’s sole liability shall be limited, at Photographer’s discretion, to either reperformance of the affected services or refunding the amount actually paid for the affected services.
11. Indemnification, Attorneys’ Fees, and Costs
Client agrees to indemnify, defend, and hold harmless Michael Carr Photography, Inc. from and against claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to Client’s breach of this Agreement, products, materials, trademarks, logos, instructions, or other content supplied by Client, or Client’s use of the images.
If Client initiates any claim, arbitration, lawsuit, demand, or other proceeding against Photographer arising out of or relating to this Agreement, Photographer’s services, or the parties’ business relationship, and Photographer is the prevailing party, Client shall reimburse Photographer for its reasonable attorneys’ fees, arbitration fees, court costs, expert fees, and other reasonable costs and expenses incurred in defending the matter.
Photographer shall also be entitled to recover reasonable attorneys’ fees, collection costs, and expenses incurred in collecting unpaid amounts or otherwise enforcing Client’s obligations under this Agreement.
To the fullest extent permitted by applicable law, Client waives any right to recover attorneys’ fees from Photographer under Chapter 38 of the Texas Civil Practice and Remedies Code or any successor statute based solely upon a claim arising from this Agreement, except to the extent such waiver is prohibited by applicable law.
This Section shall survive completion or termination of this Agreement.
12. Dispute Resolution and Binding Arbitration
Before initiating arbitration or any judicial proceeding permitted under this Agreement, the complaining party shall provide the other party with written notice describing the nature of the dispute and the relief requested.
The parties shall first attempt in good faith to resolve the dispute informally. If the dispute is not resolved within thirty calendar days after receipt of the written dispute notice, the complaining party shall initiate mediation.
The complaining party shall initiate mediation no later than sixty calendar days after receipt of the written dispute notice, unless the parties agree otherwise in writing. Mediation shall take place in Harris County, Texas, and the parties shall make reasonable efforts to schedule and complete it promptly.
If the dispute is not resolved through mediation, the dispute shall be resolved exclusively by confidential, binding arbitration before a single neutral arbitrator in Harris County, Texas.
The parties intend arbitration to provide a prompt and cost-effective alternative to litigation.
Accordingly, discovery shall be limited to information reasonably necessary to resolve the dispute.
The parties shall attempt in good faith to agree upon a neutral arbitrator. If the parties cannot agree within fifteen days after a written demand for arbitration, the arbitrator shall be selected under the applicable rules of the American Arbitration Association.
Unless the arbitrator determines that additional discovery is reasonably necessary for good cause shown:
No depositions shall be permitted.
Each party may serve no more than ten written interrogatories, including subparts.
Each party may serve no more than ten requests for production.
Requests for admission, third-party discovery, and expert discovery are permitted only with the parties’ agreement or the arbitrator’s authorization.
Discovery shall be proportionate to the amount and issues in controversy.
The parties shall request that the arbitration hearing occur within ninety days after appointment of the arbitrator, subject to the arbitrator’s availability and any extension the arbitrator determines is reasonably necessary to ensure a fair proceeding.
The arbitrator shall have authority to award any remedy permitted by this Agreement and applicable law, subject to the limitations of liability contained in this Agreement to the fullest extent those limitations are legally enforceable.
The arbitration shall be conducted on an individual basis. Neither party may pursue claims on behalf of a class, collective, consolidated group, or representative capacity to the fullest extent permitted by law.
Either party may bring an individual claim in a Justice of the Peace court located in Harris County, Texas, if the claim falls within that court’s jurisdiction and remains there on an individual basis.
Harris County, Texas shall be the exclusive location and venue for arbitration and any permitted judicial proceeding. Texas law shall govern this Agreement.
13. Governing Law
These Terms and any related agreements shall be governed by the laws of the State of Texas.
14. Force Majeure
Photographer shall not be liable for any delay or failure to perform due to causes beyond reasonable control, including illness, weather, equipment failure, shipping delays, carrier delays, acts of God, power or internet outages, supply disruptions, acts or omissions of Client or third parties, or other unforeseen events.
15. Electronic Communications
Client agrees that communications and approvals via email, text message, project management system, electronic signature platform, or other electronic means, including acknowledgments or reactions, are valid and binding for purposes of project coordination and approvals.
16. Limitation on Claims
To the fullest extent permitted by applicable law, any lawsuit, arbitration proceeding, or other legal claim arising out of or relating to this Agreement, Photographer’s services, or any goods, images, products, or deliverables provided by Photographer must be commenced no later than two years after the date the claim accrued.
Any claim not commenced within that two-year period shall be permanently barred to the fullest extent permitted by law.
Nothing in this Section shall extend any shorter limitation period imposed by applicable law that cannot be modified by agreement.
This Section shall survive completion or termination of the Agreement.
17. Termination and Right to Refuse Services
Photographer reserves the right to decline, refuse, suspend, or discontinue services, or terminate any engagement or Agreement, at any time and for any lawful reason.
Photographer may terminate services including, without limitation, because of nonpayment, failure to cooperate, abusive or inappropriate conduct, unsafe working conditions, unreasonable demands, material changes in project scope, failure to provide requested information or materials, disorganized or unidentified products, failure to provide required product instructions or a knowledgeable representative, interference with Photographer’s performance, breakdown of the professional relationship, or Photographer’s determination that continued performance is not appropriate or practicable.
Upon termination, Client shall remain responsible for all services performed, time incurred, products handled, expenses incurred, commitments made, and other amounts earned through the effective date of termination.
Retainers and other amounts designated as nonrefundable remain nonrefundable.
Payments attributable to work already performed, services already provided, outside services already ordered, or costs already incurred shall not be refunded.
Photographer may, in Photographer’s discretion, refund any identifiable prepaid amount attributable solely to services that have not been performed and costs that have not been incurred.
Termination shall not create liability for lost profits, substitute services, consequential damages, incidental damages, or other losses resulting from termination to the fullest extent permitted by law.
No images, products, files, usage rights, licenses, or other deliverables shall be provided unless all amounts then due to Photographer have been paid in full.
Any provisions that by their nature should survive termination, including payment obligations, copyright, usage restrictions, limitation of liability, indemnification, dispute resolution, and attorneys’ fees provisions, shall survive termination.
18. Entire Agreement
These Terms and Conditions, together with any applicable written agreement, proposal, estimate, invoice, booking confirmation, change order, or other written scope accepted by the parties, constitute the entire agreement between Photographer and Client concerning the applicable services and supersede prior oral discussions, representations, negotiations, or understandings.
Any modification, addition, or expansion of the scope of services must be in writing and accepted by Photographer. Written acceptance may include a signed agreement, electronic signature, email approval, written electronic communication, or other written confirmation by Photographer.
19. Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
20. Copyright
All photographs, images, digital files, proofs, designs, and other photographic works created by Photographer are protected by United States copyright law. Photographer retains all copyrights and other intellectual property rights in such works unless Photographer expressly transfers those rights in a written agreement signed by Photographer.
Any license or usage rights granted to Client are limited to the rights expressly stated in the applicable written agreement and become effective only after Photographer has received full payment of all amounts due.
Michael Carr Photography, Inc. reserves the right to modify these Terms and Conditions from time to time. Any modification shall apply prospectively to services, transactions, or agreements entered into after the revised Terms and Conditions become effective. Modifications shall not alter the terms governing an existing engagement unless agreed to in writing by Photographer and Client.
If you have any questions about these Terms and Conditions, please contact us at 713-461-2862.