Terms of Use

Dated January 1, 2025

These Terms of Use (these “Terms”) are a binding contract and govern the use of the website https://www.bylilanewyork.com/ (the “Website”) operated by Lila New York (“Company”), any Content, resources, and links to other websites contained on the Website, and any purchases made by you through the Website.

1. Agreement

By accessing and using the Website, you agree to comply with these Terms, which may be updated from time to time. If you do not agree to these Terms, you may not use the Website. Company may, at any time, change, add to, or update these Terms, and such updates will be effective immediately once posted. Continued use of the Website constitutes acceptance of the updated Terms.

2. Content

Company and its affiliates, partners, and advertisers provide content on the Website subject to the following conditions:
a. All content—including, without limitation, information, data, software, advertising, opinions, text, images, graphics, audio, video, code, logos, trademarks, and the “look and feel” of the Website (“Content”)—is protected by copyright and other intellectual property laws and is owned by Company or its licensors.
b. You may not use, copy, disclose, transfer, or distribute any such Content without prior written permission.

3. Intellectual Property

Company reserves all intellectual property rights in the Website, Content, and any goods or services offered. This includes copyrights, trademarks, design rights, and moral rights.

4. Use

You may only use the Website for personal, non-commercial, informational, educational, and entertainment purposes.

5. Prohibited Conduct

You agree not to:
a. Alter, distribute, sell, transfer, or remove any intellectual property notices from the Website or Content;
b. Use the Website or Content in a way that violates any law;
c. Use the Website in any jurisdiction where these Terms are not fully enforceable;
d. Post or transmit content that:
i. Infringes any rights of others;
ii. Impersonates another person or entity;
iii. Is unlawful, threatening, harassing, defamatory, obscene, or otherwise objectionable in Company’s sole discretion;
iv. Encourages illegal activity or civil liability;
v. Involves solicitation or advertising deemed inappropriate by Company;
vi. Includes personal information not necessary for account registration;
e. Systematically collect or harvest data from the Website without written consent;
f. Duplicate, download, or distribute Content without permission;
g. Decompile, reverse engineer, or attempt to bypass the security or functionality of the Website or Content;
h. Introduce viruses, malicious code, or harmful content;
i. Attempt to access unauthorized areas or data;
j. Act in bad faith or unreasonably disrupt Website use;
k. Violate these Terms in any other way.

6. Account Registration

Some areas of the Website may require registration or submission of information. This is optional, but not providing it may limit your access. If you choose to register, you agree to provide accurate and current information. You are solely responsible for your account and any activity under it. You may not share or transfer your account to others. Company reserves the right to terminate any account for violation of these Terms.

7. License to Use Information

You grant Company and its affiliates a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, and non-exclusive license to use, copy, modify, display, distribute, and otherwise exploit any content or information you provide via the Website.

8. Third-Party Content

The Website may contain third-party content or links to third-party websites. Company is not responsible for the accuracy, legality, or appropriateness of third-party content. Use of third-party websites or services is at your own risk and may be subject to their own terms.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, and costs arising out of your use of the Website, breach of these Terms, or violation of applicable law or third-party rights.

10. Denial of Access

Company may deny or restrict access to any part of the Website or Content at any time for any reason or no reason.

11. Interruptions

Company does not guarantee uninterrupted access to the Website and is not responsible for any downtime or disruption.

12. Privacy

Your use of the Website is subject to Company’s Privacy Policy, which is incorporated by reference into these Terms.

13. Survival

Sections related to intellectual property, indemnification, disclaimers, and other provisions by their nature shall survive termination of these Terms.

14. Representations and Warranties

By using the Website, you represent that you have read, understand, and agree to these Terms and that you are legally capable of entering into this agreement.

15. Age Limitations

The Website is not intended for individuals under the age of 18.

16. Geographical Restrictions

The Website is intended for use by individuals located in the United States. Access outside the U.S. is at your own risk, and you are responsible for compliance with local laws.

17. Dispute Resolution

All disputes arising from your use of the Website or these Terms are governed by the laws of the state of Washington, and are subject to the exclusive jurisdiction of the courts located in Washington.

18. Disclaimers

All Content and services on the Website are provided “as is” and “as available” without warranties of any kind. Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Company is not liable for errors, omissions, or any damages arising from your use of the Website or Content.

You must file any claim related to the Website within one year from the event giving rise to the claim or it will be permanently barred.

19. All Rights Reserved

All rights not expressly granted in these Terms are reserved by Company.

20. Purchase Policy

All prices are in U.S. dollars and subject to change without notice. Full payment is required before any order is fulfilled. Company may refuse or limit any order at its sole discretion. Taxes may apply. Descriptions and images of products or services are not guaranteed to be error-free.

21. Storage of Data

Company is not responsible for storing, preserving, or maintaining any user data submitted through the Website.

22. Notices

All notices to Company must be submitted via email to bylila.info@gmail.com.

23. Infringement of Intellectual Property

If you believe your intellectual property has been infringed, please notify the Company with the following information:
a. Description and location of the infringing material;
b. A good faith belief statement regarding the suspected infringement;
c. A declaration under penalty of perjury that your claim is accurate and you are authorized to act on behalf of the rights holder;
d. Your name, contact information, and signature.

24. Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

25. Relationship

No agency, partnership, joint venture, or employment relationship is created by these Terms.

26. Headings

Headings are included for convenience and do not affect the interpretation of these Terms.

27. Compliance with Law

You agree to comply with all applicable laws and regulations when using the Website.

28. Waiver

No waiver by Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition.

29. Entire Agreement

These Terms constitute the entire agreement between you and Company and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter herein.

Privacy Policy

These Terms of Use (these “Terms”) are a binding contract and govern the use of the website https://www.bylilanewyork.com (the “Website”) operated by Lila New York (“Company”), any Content, resources, and links to other websites contained on the Website, and any purchases made by you through the Website.

1. Agreement

By accessing and using the Website, you must comply with these Terms, which may be amended from time to time. You must not use the Website if you do not agree with these Terms. Company may change, add to, or update these Terms at any time. Any such updates are effective immediately once posted on the Website. Continued use of the Website is deemed acceptance of the updated Terms.

2. Content

Company and its affiliates, partners, and advertisers provide content through the Website subject to the following conditions:

a. All content—including but not limited to information, data, software, advertising, opinions, text, images, graphics, audio, video, code, logos, trademarks, and the “look and feel” of the Website (“Content”)—is protected under applicable copyright law and is the property of Company or its licensors.
b. You may not use, copy, disclose, transfer, or distribute any such Content without prior written permission.

3. Intellectual Property

Company reserves all intellectual property rights, including copyrights, trademarks, design, artistic, and moral rights, in the Website, its Content, and any goods or services provided.

4. Use

You may use the Website only for personal, non-commercial, informational, educational, and entertainment purposes.

5. Prohibitions

You must not:
a. Modify, distribute, sell, transfer, or remove intellectual property notices from Content;
b. Use the Website or Content unlawfully;
c. Use the Website in jurisdictions where these Terms are not fully enforceable;
d. Post or transmit content that:

  • Infringes others’ rights

  • Impersonates someone else

  • Is unlawful, obscene, harassing, defamatory, or otherwise objectionable

  • Encourages illegal activity

  • Advertises or solicits in an unwelcome or offensive manner

  • Shares unnecessary personal information

e. Systematically gather or scrape Website data without permission
f. Download or duplicate Content without prior written consent
g. Reverse engineer, decrypt, or tamper with Website security
h. Introduce malware or harmful code
i. Attempt unauthorized access to data
j. Act in bad faith
k. Violate these Terms in any other way

6. Account Registration

Certain features may require you to register or provide information. Providing this information is optional, but if you decline, access may be limited. If you choose to register, you must provide accurate, current information. You are solely responsible for activities under your account and must not share or transfer account access. Company may terminate your account for violating these Terms.

7. License to Use Information

You grant Company and its affiliates a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, and non-exclusive license to use, copy, modify, display, distribute, and otherwise exploit any information you provide through the Website.

8. Third-Party Content

The Website may include third-party content or links to third-party websites. Company is not responsible for the accuracy, legality, or appropriateness of third-party content or websites. You are solely responsible for accessing or using third-party content or websites, and any associated terms.

9. Indemnification

You agree to indemnify and hold harmless Company and its affiliates, officers, directors, employees, contractors, and agents from any claims or liabilities arising from:

  • Your use of the Website

  • Your violation of these Terms

  • Your violation of laws or third-party rights

Company may assume exclusive defense in such matters at its own expense.

10. Denial of Access

Company may deny access to any part of the Website or Content for any or no reason. Upon such notice, you must immediately stop using the Website.

11. Interruptions

Company does not guarantee uninterrupted access to the Website and is not obligated to provide maintenance or support.

12. Privacy

Your use of the Website is subject to Company’s Privacy Policy, which is incorporated into these Terms.

13. Survival

Provisions related to intellectual property, indemnification, and disclaimers survive termination of these Terms.

14. Representations and Warranties

By using the Website, you represent and warrant that:

  • You understand and accept these Terms

  • You have legal authority to enter into this agreement

15. Age Limitations

The Website is not intended for individuals under the age of 18.

16. Geographical Restrictions

The Website is intended for use by individuals in the United States. International users access it at their own risk.

17. Dispute Resolution

All disputes arising from use of the Website or these Terms will be governed by the laws of the State of Washington, without regard to conflict-of-law principles. Venue and jurisdiction shall lie exclusively in the courts of Washington State.

18. Disclaimers

The Website and Content are provided “as is” and “as available.” Company makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

To the fullest extent permitted by law, Company is not liable for any damages, including direct, indirect, incidental, consequential, special, or punitive damages related to Website use, even if advised of the possibility.

You must file any claim within one year from the date it arises, or it is permanently waived.

19. All Rights Reserved

All rights not expressly granted in these Terms are reserved by Company.

20. Purchase Policy

Prices are in U.S. dollars and may change without notice. Orders must be paid in full before processing. Company may cancel or limit orders at its discretion. Sales tax may apply. Product descriptions are not guaranteed to be error-free.

21. Storage of Data

Company is not responsible for storing, maintaining, or preserving any data submitted through the Website.

22. Notices

All notices to Company must be sent by email to: bylila.info@gmail.com

23. Infringement of Intellectual Property

If you believe your intellectual property rights have been infringed, send a notice including:
a. A clear description of the infringing content and its location
b. A good faith belief statement
c. A statement under penalty of perjury that your claim is accurate and authorized
d. Your full name, email address, and digital or physical signature

24. Severability

If any part of these Terms is deemed invalid, the rest will remain fully enforceable.

25. Relationship

No joint venture, partnership, employment, or agency relationship is created by these Terms.

26. Headings

Headings are for convenience and do not affect interpretation.

27. Compliance with Law

You must comply with all applicable laws.

28. Waiver

No waiver by Company of any right or provision shall be deemed a continuing waiver.

29. Entire Agreement

These Terms constitute the entire agreement between you and Company. No changes are valid unless in writing and signed by both parties. These Terms are interpreted as jointly drafted, and no party shall be deemed the drafter.

Fulfillment Policy

Retainer

As a condition of this Agreement, Clients shall pay Lila New York a non-refundable retainer payment as specified (“Retainer”). The Retainer is intended to reserve time during which the Company will not accept other client bookings.

Payments

Clients shall pay all invoices within 14 days of the invoice date. A $50 late fee and 1% interest per day will be charged for overdue invoices. Failure to pay may result in termination of this Agreement, withholding of deliverables, and forfeiture of any previously paid amounts as liquidated damages.

If any sales or other tax applies to the Services or deliverables, it will be added to the invoice and paid by Clients in accordance with these payment terms.

Termination by Company

Company may terminate this Agreement with written notice to Clients. In such case, Company will:

  1. Attempt to find a qualified replacement photographer with mutual agreement of the Clients;

  2. If no agreement is reached, issue a partial refund or credit after deducting reasonable fees for work performed to date;

  3. Release Clients from future obligations under this Agreement.

Termination by Clients

Clients may terminate this Agreement by giving written notice to Company.

  • If terminated more than 30 days before the photo session, Company retains the Retainer and any payments made as liquidated damages.

  • If terminated within 30 days, Clients are liable for 100% of the total service fee, as well as any travel or other expenses incurred up to the termination date.

Indemnification

To the extent allowed by law, Clients agree to indemnify, defend, and hold harmless Lila New York, including its owners, officers, employees, contractors, and agents, from any and all claims, damages, or liabilities arising out of:

  1. Personal injury, death, or property damage;

  2. Intellectual property infringement;

  3. Breach of law or misconduct;

  4. Breach of this Agreement;

  5. Actions of third parties contracted by Clients;

  6. Subpar or incomplete deliverables caused by Clients, guests, or invitees;

  7. Any costs, fines, or legal issues related to the Company’s service delivery;

  8. Participation in unsafe or high-risk activities.

Limitation of Liability

CLIENTS’ SOLE REMEDY FOR ANY CLAIMS AGAINST COMPANY IS LIMITED TO A REFUND OF AMOUNTS PAID TO COMPANY.

To the fullest extent permitted by law:

  • Company’s total liability will not exceed the total amount Clients paid; and

  • Company will not be liable for any indirect, consequential, incidental, special, punitive, or enhanced damages, even if foreseeable or advised.

This applies regardless of legal theory, including but not limited to contract, tort, or negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles.