PalermoStudio

If the parties are unable to resolve any controversy or claim arising under this Agreement, they agree to submit the dispute or claim to binding arbitration subject to the commercial arbitration rules of the American Arbitration Association. This arbitration will take place in the state of New York. The parties further agree that any such controversy or claim shall be submitted to one arbitrator selected from the panels of arbitrators of the American Arbitration Association. 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 a reasonable attorney‘s fee for having to compel arbitration or defend or enforce the award. Notwithstanding the foregoing, either party may refuse to arbitrate when the dispute is for a sum less than $1,000. Client shall comply in all respects with all federal, state, county, city, or other local laws, regulations and ordinances and all rules and regulations of any governmental authority, in connection with this Agreement. This Agreement incorporates the entire understanding and agreement between Company and the Client. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement. The laws of the State of New York shall govern this Agreement. The following signatures constitute a legal and binding Agreement between Client and Company.

Work will not commence until the signed approved estimate has been received. Within five business days following receipt of any deliverables, the Client will provide Company with either (a) written approval and acceptance of such deliverables (which will not be unreasonably withheld), or (b) a written list of reasonable revisions that will bring the deliverables into compliance with the Approved estimate. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice. Company, in the course of the provision of the Services, will constitute Company’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which Company considers reasonable in order to carry out its obligations under this Agreement or any approved estimate. Company will be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Company will not be responsible for the consequences of booking decisions made.

No refunds on cancellations made 72 hours prior to the project start date. All refunds, if any, will be made by direct deposit once Clients payments and deposits have cleared Company’s account. If Company must cancel Clients project, the Client will be given, in Company’ sole discretion, in rescheduling either partial, none or full refund. Company is not liable for acts out of its control that affect the project, such as building equipment failures, power outages, weather, acts of God or emergencies. In such cases, Company will refund a prorated portion of Client’s payment at Company’s sole discretion.

Company’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Company shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement. Where videos, photographs, illustrations or other visual & multimedia materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement, including on the Internet, without violating Client must supply Company with all video & image guidelines, including crop reference, crop ratios, style guidelines for each item, prior to project start date. In such cases where Company does not receive style guidelines from client, Company assumes no responsbility nor liability for any discrepancies, after the fact.

In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Company. The Client Representative shall be responsible for coordination and review of Company’s services and notifying Company of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved an order, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section above.

Confidential information is that which relates to the Client’s or Company’s research, development, trade secrets or business affairs and includes, in the case of Company’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Company and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.

In order to confirm and hold a project, a 50% deposit is required.

A variety of text, graphics, photographs, videos, data, and other materials (“Content”) is available on the Site. While Company strives to keep the Content that it posts on the Site accurate, complete, and up-to-date, Company cannot guarantee, and is not responsible for, the accuracy, completeness, or timeliness of any Content. Company does not endorse and is not responsible for the accuracy or reliability of any text, graphics, photographs, videos, data, and other materials (“Content”) on the Site. Company does not have any obligation to prescreen, edit, or remove any Content provided by Users and/or Company employee(s), staff nor freelancer(s) that is posted on or available through the Site, unless cases of copyright (See DMCA Notice) and/or circumstances in which company and/or vendor expressively requests a removal of such content for other reasons. Project Names are used as Project Identifiers only. In most cases, the Project Name is meant to display the Client Name for such project. In select cases, the Project Name is meant to display the company name of which the product(s) and/or item(s) in the video(s)/photograph(s) appear. For instances of personal work and/or portfolio projects, the Project Name will be the most accurate depiction to describe the project. Notwithstanding the foregoing, Company will have the right (but not the obligation), in its sole discretion and for any reason, to prescreen, edit, refuse to accept, remove, or move any such Content.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Palermo Studio

Email:  info@palermo-studio.com

Phone: 613 760 7414

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, content for which DMCA notices have been received.

Client will be notified for approval of any additional expenses in excess of more than twenty percent (20%) of those set forth in the original approved estimate. At Company’s discretion, Client shall reimburse Company for these additional expenses. Where applicable, Company will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.

This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in New York County, New York for the purpose of hearing and deciding any and all disputes, claims and controversiesarising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.

You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from any form(s) of text, graphics, photographs, videos, data, and other materials (“Content”) on this website.

Client is required, prior to rental and/or project, to present a certificate of general liability insurance naming Company as the additionally insured during the dates of the project. If so required, Client’s liability insurance shall be deemed non-contributory insurance in the event of any claim or suit. Liability insurance shall be Commercial General Liability with a minimum of $2,000,000 per occurrence & annual aggregate.

The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Company and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client and/of Company, in all circumstances.

Company shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Company or by Client. Company shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Company’s maximum liability under this Agreement shall not exceed the total deposit by Client for the specific Project only.

A Project is confirmed upon acknowledgement of receipt of the signed and approved final quote from the client, containing specific payment terms & dates.
Until the approved and signed quote has been received and acknowledged, the Project is not confirmed.
50% Payment Deposit due upon signing
50% Remaining Balance due upon Approval of Project Deliverable(s), or Net 30 from Project start date, whichever comes first.
Deposit is Non-Refundable.
Receipt of deposit in full confirms Project
Receipt of deposit in full assumes client full sign off and approval of this price proposal and it‘s terms therein
Company will not begin on Project until full deposit is received.
Credit Card payments incur a 4% Processing Fee Payment
100% up front for jobs under $5,000 USD
Company to enforce late fees for overdue payments (See Late Fees)

Privacy Policy for Company

At Company, accessible from https://palermo-studio.com, one of our main priorities is the privacy of our visitors. This Privacy Policy document contains types of information that is collected and recorded by Company and how we use it.

If you have additional questions or require more information about our Privacy Policy, do not hesitate to contact us.

This Privacy Policy applies only to our online activities and is valid for visitors to our website with regards to the information that they shared and/or collected in Company. This policy is not applicable to any information collected offline or via channels other than this website. Our Privacy Policy was created with the help of the Privacy Policy Generator and the Free Privacy Policy Generator.

Consent

By using our website, you hereby consent to our Privacy Policy and agree to its terms.

Information we collect

The personal information that you are asked to provide, and the reasons why you are asked to provide it, will be made clear to you at the point we ask you to provide your personal information.

If you contact us directly, we may receive additional information about you such as your name, email address, phone number, the contents of the message and/or attachments you may send us, and any other information you may choose to provide.

When you register for an Account, we may ask for your contact information, including items such as name, company name, address, email address, and telephone number.

How we use your information

We use the information we collect in various ways, including to:

Improve, personalize, and expand our website

Understand and analyze how you use our website

Develop new products, services, features, and functionality

Communicate with you, either directly or through one of our partners, including for customer service, to provide you with updates and other information relating to the website, and for marketing and promotional purposes

Send you emails

Find and prevent fraud

Log Files

Company follows a standard procedure of using log files. These files log visitors when they visit websites. All hosting companies do this and a part of hosting services’ analytics. The information collected by log files include internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), date and time stamp, referring/exit pages, and possibly the number of clicks. These are not linked to any information that is personally identifiable. The purpose of the information is for analyzing trends, administering the site, tracking users’ movement on the website, and gathering demographic information.

Advertising Partners Privacy Policies

You may consult this list to find the Privacy Policy for each of the advertising partners of Company.

Third-party ad servers or ad networks use technologies like cookies, JavaScript, or Web Beacons that are used in their respective advertisements and links that appear on Company, which are sent directly to users’ browsers. They automatically receive your IP address when this occurs. These technologies are used to measure the effectiveness of their advertising campaigns and/or to personalize the advertising content that you see on websites that you visit.

Note that Company has no access to or control over these cookies that are used by third-party advertisers.

Third Party Privacy Policies

Company’s Privacy Policy does not apply to other advertisers or websites. Thus, we are advising you to consult the respective Privacy Policies of these third-party ad servers for more detailed information. It may include their practices and instructions about how to opt-out of certain options.

You can choose to disable cookies through your individual browser options. To know more detailed information about cookie management with specific web browsers, it can be found at the browsers’ respective websites.

CCPA Privacy Rights (Do Not Sell My Personal Information)

Under the CCPA, among other rights, California consumers have the right to:

Request that a business that collects a consumer’s personal data disclose the categories and specific pieces of personal data that a business has collected about consumers.

Request that a business delete any personal data about the consumer that a business has collected.

Request that a business that sells a consumer’s personal data, not sell the consumer’s personal data.

If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact us.

GDPR Data Protection Rights

We would like to make sure you are fully aware of all of your data protection rights. Every user is entitled to the following:

The right to access – You have the right to request copies of your personal data. We may charge you a small fee for this service.

The right to rectification – You have the right to request that we correct any information you believe is inaccurate. You also have the right to request that we complete the information you believe is incomplete.

The right to erasure – You have the right to request that we erase your personal data, under certain conditions.

The right to restrict processing – You have the right to request that we restrict the processing of your personal data, under certain conditions.

The right to object to processing – You have the right to object to our processing of your personal data, under certain conditions.

The right to data portability – You have the right to request that we transfer the data that we have collected to another organization, or directly to you, under certain conditions.

If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact us.

Children’s Information

Another part of our priority is adding protection for children while using the internet. We encourage parents and guardians to observe, participate in, and/or monitor and guide their online activity.

Company does not knowingly collect any Personal Identifiable Information from children under the age of 13. If you think that your child provided this kind of information on our website, we strongly encourage you to contact us immediately and we will do our best efforts to promptly remove such information from our records.

Subject to Company’s receiving full payment under this Agreement, Company assigns to the Client, without representation or warranty, all rights, title and interest to work and services performed. Company may have in any work specifically created by Company for the Client pursuant to this Agreement, except that: (a) Company may use and distribute such work as part of its portfolio for promotional purposes; (b) Company shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product; (c) Company shall own and retain all rights to any images, motion files, and other files and features incorporated into or utilized by the Work.Unless the parties agree otherwise in a written and signed approved estimate, Company shall retain ownership of any and all assets, including any and all associated intellectual property rights.  (d) If the Client desires to utilize any of the Work, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, the Client must inform Company, in which additional usage fees may apply.

Any services outside the initially agreed upon estimate or changes to previously approved work requested by the Client shall be the subject to additional fees to be approved in writing by both parties. Each such additional Change of Scope is hereby incorporated herein by this reference or modifications to the approved estimate.

Unless otherwise stated in this Agreement or agreed by the parties in writing, Company’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as Company is able to negotiate with the relevant supplier. Company shall act as principal in all such contracts, but all rights and liabilities as between the Client and Company shall correspond to those between Company and the various suppliers, including in particular any services and any rights of amendment, omission and cancellation. Company shall use reasonable efforts to procure best commercial terms for the Client.

Either party may terminate this Agreement for any reason upon giving 30 days’ prior written notice to the other. Upon termination of this Agreement by Client without Company’s fault or consent, Client shall pay Company, in addition to all of the fees earned by Company pursuant to the terms hereof, an early termination fee equal to 50% of the total remaining fees payable to Company hereunder (as specified in the Approved estimate), plus any and all expenses and third-party costs reasonably incurred by Company through the effective date of cancellation. At Company’s election, Client’s delay of work under this Agreement for a cumulative period of more than 30 days without Company’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Company’s fault, Client shall give Company written notice detailing the nature of Company’s fault and possible remedies, whereupon Company shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Company’s fault’ as described above.

Company will not release any hi resolution asset(s) until payment has been received in full. Company reserves the right to charge client late fee is of 7.5%, to be compounded monthly, for all payments over 30 days past due from designated due date from shoot date [Net 30] or upon delivery of final approved deliverable(s). Company will send delinquent payments to collections at 90 days overdue and pursue legal remedies including late fees, attorneys fees, and damages for all instances of late payments. Company may suspend performance of services and withhold delivery of materials until payment is made in full of all amounts due. Company shall not be liable for any damages, losses or liabilities that may arise out of Company’s suspension of performance and/or withholding of materials due to Client’s non/late-payment.

Use of Company’s Premises, equipment, materials, deliverable(s) is at Client’s risk. Client hereby agrees that Company will not be held liable for any direct, indirect, incidental or consequential damage, injury or loss to Client, their party or possessions. Client holds harmless and indemnifies Company and its owners, agents, representatives, associates, officers, employees, guests and tenants against any suit, claim, loss, accident, judgment, fine, injury or damages, including reasonable attorney’s fees. This indemnification shall continue in full force and effect during and after the term of the service indefinitely.