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TERMS & CONDITIONS

TERMS AND CONDITIONS
Last Modified: April 21, 2023

Welcome to Love & Science Inc.'s ("Love & Science," "Studio ZANYC," "Studio ZhannaAlekseeva.NYC," "we," "us," or "our") terms of service ("Terms")! These Terms govern your access to and use of our website, services, products, and content (collectively, "Services"). By accessing or using our Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

2. Privacy Policy

Our Privacy Policy explains how we collect, use, and share your information when you use our Services. By using our Services, you consent to our collection, use, and sharing of your information as described in our Privacy Policy.

3. Account Registration

To access certain features of our Services, you may be required to create an account ("Account"). You agree to provide accurate, current, and complete information when creating or updating your Account. You are solely responsible for safeguarding your Account login credentials and for any activities or actions taken under your Account.

4. Services

4.1 Overview of Services; Studio ZANYC provides a comprehensive range of commercial photography services to our clients. Our Services are designed to help you produce exceptional photos, videos, and other content. By engaging our Services, you can request a work order ("Work Order") for a photoshoot, video-shoot, or other session to create content (each referred to as a "Shoot"). The output of the initial Shoot is referred to as "Intermediates."

4.2 Selects; Studio ZANYC will supply you with a selection of Intermediates for your consideration ("Selects"). You may only use the Intermediates to review and choose the set of Selects images. The selected Intermediates will be passed on to the next step of the process, which is Post-Production, where they will be edited to create the Post-Produced Images.


4.3 Post-Production; Upon receiving your set of Selects, Studio ZANYC will commence post-production on the chosen Intermediates. Post-production may include a range of editing techniques, such as retouching, color correction, background normalization, and other image manipulations, at the discretion of Studio ZANYC and within the scope of the original Work Order.

Studio ZANYC will use reasonable efforts to ensure that the Post-Produced Images meet the technical specifications agreed upon by both parties. However, you acknowledge and agree that differences in color, brightness, and other visual characteristics may occur due to variations in display devices, environment, lighting, perception, and other factors beyond the control of Studio ZANYC.

4.4 Watermarks; Intermediates and Post-Produced Images may or may not have watermarks, metadata, or similar markings. You are not permitted to alter or remove any notice of copyright or other markings or metadata displayed or contained in connection with the Intermediates.

4.5 Final Images; Once the Post-Production process is complete, Studio ZANYC will present you with the Post-Produced Images for your review and approval. You may request reasonable changes to the Post-Produced Images, provided that such changes are within the scope of the original Work Order and do not require significant additional work beyond the scope of the initial agreement. Studio ZANYC will use reasonable efforts to accommodate your change requests, but it may not be able to fulfill all requests or meet all desired outcomes. Revisions must be requested within 10 business days from the delivery of the Post-Produced Images.

Upon your final approval of the Post-Produced Images, Studio ZANYC will consider the Work Order complete, and you will have a non-exclusive, transferable, sublicensable, perpetual, and worldwide license to use, reproduce, publicly display, publicly perform, create derivative works of (including translating, altering, and modifying), and distribute the Final Images in accordance with these Terms.

4.6 Talent Services; Additional talent services such as hair and makeup, styling, personal shopping, and other related services ("Talent Services") may be requested for a Shoot. Studio ZANYC will arrange for the Talent Services that you have chosen and will handle payment on behalf of the client. Studio ZANYC will bill for Talent Services as expenses, including a cost-plus 20% markup.

4.7 Sourcing; Clients may request that Studio ZANYC purchase supporting garments ("Supporting Garments") such as sneakers, belts, socks, hats, t-shirts, or other simple apparel items that are necessary for the shoot, but are not related to the principal products being provided by the client for the Shoot. Studio ZANYC will make these purchases on behalf of the client and will bill for them as expenses, including a cost-plus 20% markup on the cost of the Sourced products. These Sourced products will be returned to the client within 30 days of the completion of the Shoot, provided that the client has requested shipping and agreed to pay all related expenses, including but not limited to shipping and handling costs. If the client has not made shipping arrangements or paid related expenses within 30 days, Studio ZANYC may donate or dispose of the Sourced products at its discretion. Sourced products are non-refundable.

5. Model Agreements


If you are using the Services to create Final Images that includes models, you acknowledge that such models may be subject to separate agreements with Studio ZANYC or their agencies (the "Model Agreements"). Model Agreements may include restrictions on the use, distribution, or publication of the FInal Images that features the models, and may require additional permissions or releases from the models themselves. You agree to comply with any Model Agreements related to the FInal Images you use or license, and acknowledge that any such agreements supersede any license granted herein to the extent they conflict.

6. Payment

Payment for services provided by Studio ZANYC is due before a shoot is booked and a date for the shoot is agreed upon between all parties, including the Client, Studio ZANYC, all models and talent. The total cost of the services will be defined in the work order. Payment for talent and sourcing is due prior to the delivery of the Final Images. Studio ZANYC reserves the right to withhold delivery of the Final Images until payment has been received in full.

7. Purchases

If you wish to purchase any product or service made available through our Services ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any Purchase. By submitting such information, you grant us the right to provide the information to third-party payment processors for purposes of facilitating the completion of Purchases. We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. All purchases are final and non-refundable, unless otherwise determined by us in our sole discretion.

8. Age Requirement

By accessing or using our Services, you represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. To register an Account with Studio ZANYC, you must be 18 years or over.

9. Use of Services

You may use our Services only for lawful purposes and in accordance with these Terms. 

You agree not to use our Services:

- In any way that violates any applicable federal, state, local, or international law or regulation.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate Studio ZANYC, a Studio ZANYC employee, another user, or any other person or entity.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of our Services, or which, as determined by us, may harm Studio ZANYC or users of our Services, or expose them to liability.

10. Products; Product Materials; Logistics

10.1 Providing Product Materials; In connection with your access to, or use of, the Services, you may provide samples, products, materials, or other goods to Studio ZANYC (collectively, “Products”). You may also provide or identify certain trade names, trademarks, service marks, logos, Product details, and similar content relating to you and/or your Product that you desire Studio ZANYC to use in connection with the Services and Final Images (the “Product Content,” and together with the Products, the “Product Materials”). You retain all right, title, and interest in and to your Product Materials. By submitting Product Materials, you unconditionally grant to Studio ZANYC a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of Your intellectual property rights in the Product Materials, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Product Materials in connection with the Final Images and/or the performance of the Services.

10.2 Product Warranty; You may not provide any Product Materials to Studio ZANYC that are illegal, harmful, or hazardous, or that infringe or violate any third party’s rights, including any copyright, patent, trademark, or other proprietary or contractual right. Studio ZANYC reserves the right to remove or exclude Product Materials that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, or otherwise harmful. You represent and warrant that all Products provided to Studio ZANYC: (a) comply with all applicable laws, rules, and regulations and (b) are provided to Studio ZANYC in accordance with all such laws, rules, and regulations. In the event of a violation of the foregoing representations and warranties, Studio ZANYC may, with or without notice: (i) dispose of such Products and charge you for all costs related to such a disposal, and/or (ii) if applicable, contact appropriate law enforcement authorities.

10.3 Returning Products; If you request that Studio ZANYC return any Products to you, you agree to pay Studio ZANYC for all shipping and handling charges (including any customs fees or duties), or provide a prepaid return shipping label, or send a courier to pick up any Products. You further agree that Studio ZANYC will have no liability for any delay, damage, or loss of such items in transit. If you do not request that Studio ZANYC return a Product, or if you fail to provide payment or a prepaid shipping label for return shipping, within 30 business days following notice of the completion of the Services relating to such Product, then Studio ZANYC may either donate, dispose of, or continue to store (at Studio ZANYC’s then-current rates) your Products and charge you for any associated costs or expenses.


10.4 Indemnification; You will indemnify and hold harmless Studio ZANYC and its officers, directors, employees, contractors, and service providers (“Studio ZANYC Parties”) from and against any damage, expense (including reasonable attorney’s fees), penalty, judgment, liability, settlement cost, and any other loss suffered by Studio ZANYC in connection with Studio ZANYC’s receipt, use, storage, return, disposal, or donation of Products.

10.5 Title, Risk of Loss, and Release for Products; You, at all times, shall retain title to your Product and risk of loss or damage to your Products. In no event will Studio ZANYC be liable to you or any third party for any loss or damage to the Products, howsoever caused, and whether such loss or damage could have been prevented by Studio ZANYC. To the maximum extent permitted by law, you, on behalf of your affiliates, officers, directors, owners, employees, successors, heirs, and assigns (the “Releasing Parties”) hereby release the Studio ZANYC Parties from and against any and all claims, demands, actions, or proceedings relating to the Products or any loss or damage thereto. The Releasing Parties will forever refrain and forbear from commencing, instituting, or prosecuting any lawsuit, action, or other proceeding of any kind whatsoever, by way of action, defense, set-off, cross-complaint, or counterclaim, against the Studio ZANYC Parties arising out of, or in connection with the Products or any loss or damage thereto.

11. Intellectual Property

11.1 All content and materials included in or made available through our Services, such as text, graphics, logos, images, and software, are the property of Studio ZANYC or its content suppliers and are protected by United States and international copyright laws.

11.2 You may access, use, and display our Services on a computer or mobile device for your personal and non-commercial use only. You may not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content or materials on our Services without our prior written consent.

12. Links to Third-Party Websites or Services

Our Services may contain links to third-party websites or services that are not owned or controlled by Studio ZANYC. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Studio ZANYC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

13. Quality Assurance; Data Utilization


13.1 Retention of Images; Studio ZANYC has the right to retain all Intermediate and Final Images and reuse them internally for software testing and quality assurance purposes indefinitely.

13.2 Quality Assurance; Quality assurance may include the development of new software products and features.

 

13.3 Confidentiality of Images; Images that are processed for testing will not be publicly disclosed by Studio ZANYC without consent from the Client.

13.4 Derivative Works; Studio ZANYC may create derivative works from Intermediate and Final Images for the purpose of developing new features or products, including machine learning or artificial intelligence-related products or training data. Individual contributions to synthetic images will not be publicly disclosed by Studio ZANYC. Studio ZANYC will make reasonable efforts to ensure that derivative works that incorporate the Client's Images do not reveal any attribution, confidential information or violate any intellectual property rights.

14. Confidentiality

14.1 The parties acknowledge that they may receive confidential or proprietary information of the other party in connection with the services provided under this agreement.

14.2 Each party agrees to hold all confidential information of the other party in strict confidence and to use it only in connection with the performance of its obligations under this agreement.

14.3 The obligations of confidentiality and non-disclosure shall survive the termination of this agreement.

15. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH OUR SERVICES, INCLUDING WITHOUT LIMITATION THE SOFTWARE LICENSED TO YOU AND THE RESULTS OBTAINED THROUGH THE SERVICES. SPECIFICALLY WE DISCLAIM ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES, AND 2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Studio ZANYC, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF Studio ZANYC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR SERVICES.

17. Indemnification

You agree to indemnify, defend, and hold harmless Studio ZANYC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of our Services, including, but not limited to, any use of our Services' content, services, and products other than as expressly authorized in these Terms.

18. Third-Party Beneficiaries

If you are accessing our Services or using them on behalf of a third-party customer ("Customer") that has entered into a separate agreement with Studio ZANYC for the Services ("Services Agreement"), your use of the Services is, at all times, subject to the terms and conditions of the Services Agreement. Nothing in these Terms modifies Customer's or Studio ZANYC's rights or obligations under the Services Agreement.

19. Governing Law

These Terms and any disputes arising out of or relating to these Terms or our Services will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

20. Changes to Terms

We reserve the right to revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of our Services thereafter. Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes. It is your responsibility to check these Terms periodically for updates

21. Termination


We may terminate or suspend your access to our Services at any time, without notice and for any reason, including without limitation, breach of these Terms. Upon termination, your right to use our Services will immediately cease. If you wish to terminate your account, you may do so by following the instructions on our website or by contacting us directly.

 

22. Miscellaneous

22.1 Entire Agreement; These Terms constitute the entire agreement between you and Studio ZANYC regarding your use of our Services and supersede all prior agreements and understandings, whether written or oral.

22.2 Assignment; You may not assign or transfer these Terms or any rights granted hereunder without the prior written consent of Studio ZANYC. Any attempted assignment or transfer in violation of this provision will be null and void.

22.3 Waiver: The failure of Studio ZANYC to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.


22.4 Severability; If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.


22.5 Headings; The headings and captions in these Terms are for convenience only and do not affect the interpretation of these Terms.


22.6 Contact; If you have any questions or concerns about these Terms or our Services, please contact us at admin@studiozanyc.com.
 

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