Terms and Conditions
Terms, Conditions, and Release of Liability
Rental Terms
“Company” is ShapeShift Photographic, LLC DBA ShapeShift Studios, “Premises” includes the studio and any adjacent property, “Renter” is the person or entity renting the premises or equipment.
Payments & Deposits
All rental fees must be paid at the start of your booking. Fees that were not billed during the initial booking will be due at the end of the rental period.
Cancellations and Reschedules
Cancellations of confirmed bookings will result in the following:
48 hours or more: A confirmed booking that is canceled more than 48 hours prior to the booking date and time will incur no charges and all payments will be refunded minus credit card processing fees.
Less than 48 hours: No refund for any cancellation made less than 48 hours prior to the booking date/time. If the company must cancel the renter’s reservation, Renter will be given, in Company’s sole discretion, credit worth the amount paid by Renter to apply to a future booking. Company is not liable for acts out of its control that affect the reservation, such as building equipment failures, power outages, weather, or other emergencies.
Less than 24 hours: No refund for any cancellation made less than 24 hours prior to the booking date and time. Renter agrees to forfeit all monies paid for their reservation to the company by canceling with less than 24 hours’ notice.
Length of Use
Rental periods are pre-arranged at the time of booking. Renter’s rental time begins promptly at the prescribed starting time and ends promptly at the prescribed ending time. Rental time includes setup and tear down. Studio must be cleaned and vacated by the end of the rental period. No prior drop-off and/or pick-up of equipment, props, etc after completion of shoot unless negotiated at time of rental contract. Any renter that goes 15 minutes past the original end time of their booking will be charged an additional hour.
Cleaning and Trash
Renter agrees to leave premises and all contents in the same condition as they were when renter arrived. Company will dispose of trash collected in the supplied trash cans only. Renter must remove large items, such as props and set pieces, from the studio and any adjacent property. Renter may not use property trash cans. Disposal of large amounts of garbage may also accrue an additional cost. A $50 cleaning fee may apply for an excessively dirty studio, not cleaning up according to the checklists provided in-studio, large groups, or production crews exceeding 8 people. Complimentary shoe covers will be provided for use at the renter’s discretion.
Studio Guidelines
Maximum of 8 people allowed in the studio per booking.
No smoking whatsoever is allowed in the studio.
Projects involved with smoke have to get Company consent.
Music is to be kept at reasonable levels and may not disturb adjacent property tenants at any time.
No one will be admitted who is under the influence of alcohol or illegal substances.
No pets are allowed without prior Company consent.
All small and/or hard-to-clean materials (confetti, haircutting, feathers, food products, body paint, etc.) require Company approval.
Violating any of these policies will result in a $50 fee.
Conduct
We at ShapeShift Studios maintain a clean and professional environment. Renter shall be solely responsible for the conduct and welfare of all persons accompanying Renter while on Company’s premises.
Renter agrees that company representative records and monitors the premises at all times. If the representative observes or otherwise becomes aware of dangerous, pornographic, illegal or negligent practices or activities, the representative reserves the right to stop the shoot and require renter and renter’s party to leave immediately.
Absolutely no refund will be given for unused time in such a case. However, Company and its representatives assume no responsibility to act in such cases.
Equipment
Company agrees to provide equipment in good working order but makes no special guarantees as to suitability to the renter’s purposes. Renter shall notify Company immediately of any malfunction, damage or other issues with the equipment.
Free Seamless
Company agrees to provide use of used seamless paper backdrop at a maximum floor pull of 8-feet as marked on studio floors. If Renter uses more than the allowed 8-feet, causes permanent stains, rips, or tears greater than 1-inch then Renter will be charged $15 per foot or up to $100 to trim, clean, or replace the seamless paper backdrop.
Damage
Renter shall be solely responsible for any damage to Company’s property or equipment that occurs during the time Renter or his party occupies the premises. Damage deposit will be held until repairs can be made. If damage exceeds amount of damage deposit, renter agrees to pay reasonable additional repair costs to bring damage equipment back to working condition. Renter agrees to pay for damage to the premises including but not limited to: spills, excessive wear, marks or stains on furniture and makeup station, plumbing clogs, and damage to walls.
Locking Up:
Renter is required to lock theback and front doors upon leaving.
If Renter does not lock the doors then Renter assumes responsibility for any theft or damage as a result. In addition, Renter will be charged a $50 service fee to have a Company representative sent out to lock up on Renter’s behalf. Renter will not be permitted to use any Company space again in the future at Company’s sole discretion.
Electronic Signatures.
This Agreement and related documents entered into in connection with this Agreement are signed when a Renter clicks “I have read and agree to the terms, conditions, pre-authorization, & release of liability above” and submits payment. These signatures must be treated in all respects as having the same force and effect as original signatures.
Arbitration
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 Orange County, California. 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 $200.
Miscellany
Licensee 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 Renter. 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 California shall govern this Agreement. The following signatures constitute a legal and binding Agreement between Renter and Company.
Credit Card Authorization
Renter authorizes ShapeShift Photographic, LLC DBA ShapeShift Studios to charge Renter’s credit card for agreed-upon purchases, overtime charges, damages, and cleaning fees. Renter understands that Renter’s information will be saved to file for future transactions on Renter’s account.
Non Compete
This Non-Compete Agreement (“Agreement”) is entered into by and between the Company, with the addresses of, 1260 S Lyon Street, Santa Ana, CA 92705 (“Studio A:) and 16912 Gothard Street, Suite J, Huntington Beach, CA 92647 (“Studio B”) (“the Company”) and the Retner, on the date of the Retner’s booking (“effective date”).
Prohibited Activity.For purposes of this non-compete clause,“Prohibited Activity” is activity in which the Renter contributes the Renter knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business as the Company.
The Renter acknowledges that the Company’s primary business is
Providing studio spaces available at an hourly rental for the purpose of photography and videography productions.
The Renter shall be prohibited from competing with the Company in the Company’s primary business described above. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information, or Confidential Information.
Restricted Period. The Renter shall be prohibited from competing with the Company for a period of three (3) years upon the effective date of this agreement with the Company.
Restricted Territory. The Renter agrees and covenants not to engage in Prohibited Activity within a ten (10) mile radius of Studio A and Studio B.
Non-Solicitation.The Renter agrees and covenants not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of the Company. The Renter agrees not to solicit, either directly or indirectly, the business of any client and/or customer of the Company.
This non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram, Twitter, PeerSpace and any other social media platform, whether or not in existence at the time of entering into this Agreement.
Proprietary and Confidential Information. “Proprietary and Confidential Information” means any information of the Company that is not generally known to the public or to Company’s competitors in the industry, was not known by the Renter prior to being contacted by the Company and signing this Agreement, is used in the business of the Company, and gives the Company an advantage over businesses that do not know the information. “Proprietary and Confidential Information” also means any information of one of the Company’s customers that is not generally known to the public or to the customer or the Company’s competitors in the industry, was not known by the Renter prior to being contacted by the Company and signing this Agreement, is used in the business of the customer or the Company, and gives the customer or the Company an advantage over businesses that do not know the information. “Proprietary and Confidential Information” includes, but is not limited to: the identity of the Company’s customers and prospective customers; personal relationships with those customers; the Company’s customers’ preferences and tendencies; the Company’s purchasing, pricing, cost, and sales arrangements with customers and suppliers; the Company’s marketing techniques, business plans, and strategies; the Company’s customers’ financial information; the Company’s inventorying and shipping techniques; and the Company’s customer lists, sales reports, inventory reports, cost reports, and other proprietary information received from the Company. Because of the nature and sensitivity of this information, the Renter acknowledges that the Company has legitimate business and competitive interests and legal rights to require non-disclosure of the information and to require that it be used only for the Company’s benefit.
Acknowledgment.The Renter understands and acknowledges that the restrictions, prohibitions, and other provisions set forth in this Agreement, including the Prohibited Activity, Restriction Period, and Restricted Territory, are fair, reasonable, and equitable in its scope, terms, and duration. Further, the Renter acknowledges that this Agreement is necessary to protect the business interest or the like of the Company and are a significant inducement to the Company to enter into this Agreement.
Modification and Waiver.The failure of or delay by either Party in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise of any right, power, or privilege.
Attorneys’ Fees. If the Renter breaches any of the terms of the restrictive covenant obligations in this Agreement, to the extent authorized by state law, the Renter will be responsible for payment of all reasonable attorneys' fees and costs the Company incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.
Legal and Binding Agreement. This Agreement is legal and binding between the Parties herein. The Parties each represent they have the authority and capacity to enter into this Agreement.
Governing Law and Jurisdiction.The Parties agree that this Agreement shall be governed by the State and/or Country in which the Company is located.
Severability. Should any provision of this Agreement be deemed enforceable or invalid, and thus stricken, that determination shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any modification to become a part of and treated as though originally set forth in this Agreement.
Captions.Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Company and the Renter pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart's signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.
Waiver and Release of Liability
WAIVER AND RELEASE OF LIABILITY IN CONSIDERATION OF the risk of injury that exists while participating in PHOTOGRAPHY STUDIO RENTAL (hereinafter the "Activity"); and IN CONSIDERATION OF my desire to participate in said Activity and being given the right to participate in same; I HEREBY, for myself, my heirs, executors, administrators, assigns, or personal representatives (hereinafter collectively, "Releasor," "I" or "me", which terms shall also include Releasor's parents or guardian if Releasor is under 18 years of age), knowingly and voluntarily enter into this WAIVER AND RELEASE OF LIABILITY and hereby waive any and all rights, claims or causes of action of any kind arising out of my participation in the Activity; and I HEREBY release and forever discharge SHAPESHIFT PHOTOGRAPHIC, LLC, located at 17200 Newhope St, #302, Fountain Valley, California92708, their affiliates, managers, members,
agents, attorneys, staff, volunteers, heirs, representatives, predecessors, successors and assigns (collectively "Releasees"), from any physical or psychological injury that I may suffer as a direct result of my participation in the aforementioned Activity.
I AM VOLUNTARILY PARTICIPATING IN THE AFOREMENTIONED ACTIVITY AND I AM PARTICIPATING IN THE ACTIVITY ENTIRELY AT MY OWN RISK. I AM AWARE OF THE RISKS ASSOCIATED WITH PARTICIPATING IN THIS ACTIVITY, WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO: PHYSICAL OR PSYCHOLOGICAL INJURY, PAIN, SUFFERING, ILLNESS, DISFIGUREMENT, TEMPORARY OR PERMANENT DISABILITY (INCLUDING PARALYSIS), ECONOMIC OR EMOTIONAL LOSS, AND DEATH. I UNDERSTAND THAT THESE INJURIES OR OUTCOMES MAY ARISE FROM MY OWN OR OTHERS' NEGLIGENCE, CONDITIONS RELATED TO TRAVEL TO AND FROM THE ACTIVITY, OR FROM CONDITIONS AT THE ACTIVITY LOCATION(S). NONETHELESS, I ASSUME ALL RELATED RISKS, BOTH KNOWN AND UNKNOWN TO ME, OF MY PARTICIPATION IN THIS ACTIVITY.
I FURTHER AGREE to indemnify, defend and hold harmless the Releasees against any and all claims, suits or actions of any kind whatsoever for liability, damages, compensation or otherwise brought by me or anyone on my behalf, including attorney's fees and any related costs. I FURTHER ACKNOWLEDGE that Releasees are not responsible for errors, omissions, acts or failures to act of any party or entity conducting a specific event or activity on behalf of Releasees. In the event that I should require medical care or treatment, I authorize ShapeShift Photographic, LLC to provide all emergency medical care deemed necessary, including but not limited to, first aid, CPR, the use of AEDs, emergency medical transport, and sharing of medical information with medical personnel. I further agree to assume all costs involved and agree to be financially responsible for any costs incurred as a result of such treatment. I am aware and understand that I should carry my own health insurance. I FURTHER ACKNOWLEDGE that this Activity may involve a test of a person's physical and mental limits and may carry with it the potential for death, serious injury, and property loss. I agree not to participate in the Activity unless I am medically able and properly trained, and I agree to abide by the decision of the ShapeShift Photographic, LLC official or agent, regarding my approval to participate in the Activity.
I HEREBY ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS "WAIVER AND RELEASE" AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY. I EXPRESSLY AGREE TO RELEASE AND DISCHARGE ShapeShift Photographic, LLC AND ALL OF ITS AFFILIATES, MANAGERS, MEMBERS, AGENTS, ATTORNEYS, STAFF, VOLUNTEERS, HEIRS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND I AGREE TO VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT I OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST ShapeShift Photographic, LLC FOR PERSONAL INJURY OR PROPERTY DAMAGE.
To the extent that statute or case law does not prohibit releases for ordinary negligence, this release is also for such negligence on the part of ShapeShift Photographic, LLC, its agents, and employees.
I agree that this Release shall be governed for all purposes by California law, without regard to any conflict of law principles. This Release supersedes any and all previous oral or written promises or other agreements. In the event that any damage to equipment or facilities occurs as a result of my or my family's or my agent's willful actions, neglect or recklessness, I acknowledge and agree to be held liable for any and all costs associated with any such actions of neglect or recklessness.
THIS WAIVER AND RELEASE OF LIABILITY SHALL REMAIN IN EFFECT FOR THE DURATION OF MY PARTICIPATION IN THE ACTIVITY, DURING THIS INITIAL AND ALL SUBSEQUENT EVENTS OF PARTICIPATION.
THIS AGREEMENT was entered into at arm's-length, without duress or coercion, and is to be interpreted as an agreement between two parties of equal bargaining strength. Both Renter and ShapeShift Photographic, LLC agree that this agreement is clear and unambiguous as to its terms, and that no other evidence shall be used or admitted to alter or explain the terms of this agreement, but that it will be interpreted based on the language in accordance with the purposes for which it is entered into. In the event that any provision contained within this Release of Liability shall be deemed to be severable or invalid, or if any term, condition, phrase or portion of this agreement shall be determined to be unlawful or otherwise unenforceable, the remainder of this agreement shall remain in full force and effect. If a court should find that any provision of this agreement to be invalid or unenforceable, but that by limiting said provision it would become valid and enforceable, then said provision shall be deemed to be written, construed and enforced as so limited. In the event of an emergency, please contact the following person(s) in the order presented:
I, THE UNDERSIGNED RENTER, AFFIRM THAT I AM OF THE AGE OF 18 YEARS OR OLDER, AND THAT I AM FREELY SIGNING THIS AGREEMENT. I CERTIFY THAT I HAVE READ THIS AGREEMENT, THAT I FULLY UNDERSTAND ITS CONTENT AND THAT THIS RELEASE CANNOT BE MODIFIED ORALLY. I AM AWARE THAT THIS IS A RELEASE OF LIABILITY AND A CONTRACT AND THAT I AM SIGNING IT OF MY OWN FREE WILL.
