Terms And Conditions
DEFINITIONS
This Agreement is between Lem Luvah (“Licensor”) and [You] (“Client”) which includes Client’s representatives, employees, affiliates and representatives. Licensor’s relationship with Client is that of an independent contractor. “Image(s)” means the photographic material, whether still or moving, created by Licensor pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints, or digital files, that were captured, recorded, stored, or delivered, in any type of analogue, photographic, optical, electronic, magnetic, digital, or any other, media. Licensor is the sole creator of the Image(s). The image(s) are Licensor’s interpretation, rather than a literal copy of any concepts or layouts provided to licensor by Client. “Service(s)” means the photography and/or related digital or other services described on the front of this Agreement that client is specifically commissioning licensor to perform pursuant to this Agreement. “Transmit” or “Transmission” means distribution by any device or process whereby a copy of an image is fixed beyond the place from which it was sent. “Copyright Management Information” means the name and other identifying information of Licensor, terms and conditions for uses of the images, and other such information that Licensor may prescribe. Client agrees that it has the legal authority to enter into this Agreement on behalf of its employer, company or organization.
CLIENT APPROVAL
Client is responsible for having its authorized representative present during all “Shooting” and other appropriate phases of the Service(s) to approve Licensor’s interpretation of the Service(s). if no representative is present, Licensor’s interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client’s representative’s.
RELEASES
No model, property, trademark, or other such releases exist for any images unless licensor submits to client separate release signed by a third-party model or property owner.
APPROVAL OF PUBLICITY RELEASES
The contractor shall not have the right to include the (x) name in its published list of customers, without prior approval of the (x). The contractor agrees not to publish or regard news releases, only the name of the (x) and the type and duration of contract may be used and then only with prior approval of the (x). The contractor agrees not to publish or cite in any form any comments or quotes from (x) staff. The contractor further agrees not to refer to the reward of this contract in commercial advertising in such a manner as to state or imply that the products or services provided are endorsed or preferred by the (x), by the (x) approved by Client.
USAGE RIGHTS AND OWNERSHIP
Client acknowledges that Licensor is the Author of the Image(s) and also the first and sole owner of all copyrights of the Image(s). The Image(s) and all copyrights remain the exclusive property of Licensor without limitation. All usage rights to the Image(s) specifically granted by Licensor to Client appear on the reverse side of this Agreement. No electronic publishing, or Internet use, of any kind is permitted unless specifically stated. IMAGES ARE LICENSED FOR SPECIFIC USE(S) AND ARE NOT SOLD. Client understands and agrees that it is not buying the Image(s) but is paying only for a license to use the Image(s) as specified on the reverse side of this Agreement. Note that buying the copyright to the Image(s) will always be much more expensive than any licensing fee. The term of license begins from the date Licensor receives full payment of invoice. Unless otherwise agreed, any rights granted are always non-exclusive, non-sub-licensable and non-transferable. Any Image(s) may not be used in a logo, corporate identity, trademark or other service mark. The use of any Image(s) by Client will not constitute a work of joint authorship. Copyright metadata contained within any digital file may not be altered, or removed, without the express consent of Licensor. Unless otherwise agreed, Licensor retains the right to use the Image(s) for his self-promotion.
ELECTRONIC RIGHTS
No electronic publishing or use of any kind is licensed unless specifically stated on the front of this Agreement. The use rights reserved by Licensor include, without limitation, all rights of publication, distribution, display, transmission, or other media of any kind, now existing and yet unknown. Any rights licensed by Licensor for any use in a collective work including any later collective work in the same series.
RIGHTS LICENSED
The licensed rights are transferred only upon: Client’s acceptance of all terms contained in this Agreement. The use of proper copyright notice and other Copyright. Management Information requested or used by Licensor in connection with the Image(s). Licensor’s is willing to license the Image(s) to Client only upon the condition that Client accepts all of the terms of this Agreement. Unless otherwise specifically stated on the front of this Agreement, all licenses are non-exclusive and the duration is one year from the date of licensor’s invoice and for English language use in the United States of America only. Licensor reserves all rights in the Image(s) of every kind and nature, including, without limitations, electronic publishing and use rights, in any and all media, throughout the world, now existing and yet unknown, that are not specifically licensed or transferred by this Agreement. No license is valid unless signed by Licensor. Client shall not assign any of its rights or obligations under this Agreement. This Agreement shall not be assignable or transferable without prior written consent of Licensor and provided that assignee or transferee agrees in writing to be bound by all of the terms, conditions, and obligation of this Agreement. Any voluntary assignment or assignment by operation of law of any rights or obligations of Client shall be deemed a default under this agreement allowing Licensor to exercise all remedies including, without limitation, terminating this Agreement, obtaining all net worth or financial information of any assignee and full and timely performance of all obligations and complete and substantial assurances of all future performance.
GENERAL LIABILITY AND RELEASES
Licensor will take all reasonable care in the production of the Image(s) and the performance of this agreement. But Licensor will not be liable for any loss, damages, or costs, suffered by Client, or by any third party, arising from Client’s use of any Image(s). Client will indemnify, defend, and hold harmless, Licensor, his contractors, and his representatives, against any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, that may arise from Client’s use of any Image(s). Licensor is not responsible for obtaining model, property, trademark, copyright, or any other, releases in connection with the Image(s) unless specifically stated in this Agreement. It is Client’s responsibility to obtain all necessary permissions for any Image use that requires a release or other consents. Should Licensor agree to deliver any releases, it is Client’s responsibility to determine whether such releases are suitable for Client’s purposes. Licensor gives no warranty or guarantee as to the legal validity of any release. In any event, Licensor’s liability for all claims will not exceed the total amount paid under this Agreement.
CREDIT LINE AND COPYRIGHT NOTICE
Placement of a credit line or copyright notice is required only if specified on the reverse side of this Agreement. If a credit line or copyright notice is required but not actually provided, Client agrees that the amount of DOUBLE THE INVOICE TOTAL is the fair and reasonable compensation that will be paid to Licensor for the loss of recognition, or lack of copyright protection, resulting from the lack of, or an improper, copyright notice or credit line.
DIGITAL FILE QUALITY
Licensor is committed to providing high quality services. Unless otherwise specified on the reverse side of this Agreement, Licensor may deliver, and Client agrees to accept, the Image(s) encoded in an industry-standard data format that Licensor may select, at a resolution that Licensor determines will be suitable to the reproduction technology and use(s) for which the Image(s) is licensed. Licensor uses cameras and monitors that are colour calibrated to industry standards. But due to variances in other monitors, software and computer platforms, the Image(s) may display differently on other monitors. Therefore, neutrals will be set for mathematical neutrality and colour will be adjusted for pleasing tonalities. It is Client’s responsibility to verify that the digital data, including colour profile, if provided, are suitable for reproduction of the expected quality and colour accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Licensor’s sole obligation will be to replace or repair the data, but in no event will Licensor be liable for poor reproduction quality, delays, losses, expenses, or consequential damages, resulting directly, or indirectly, from defects or errors in digital files or their use.
PHOTOGRAPHIC INTEGRITY AND ALTERATIONS
Client will not make or permit any alterations, including, but not limited to, additions, subtractions, or adaptations, with respect of the Image(s), alone or with any other material, without the prior express permission of Licensor. Normal reproduction adjustments for colour, contrast, brightness, sharpness, and cropping, are permitted. Any alteration or modification of any Image(s) will not constitute a work of joint authorship.RETURN OF IMAGES Clients assumes all risk for all image(s) supplied by Licensor to Client, from the time of Client’s receipt, to the time of the safe return receipt of the image(s) to the possession and control of Licensor. If no return date appears on the front of this agreement or on any related delivery memo, Client shall return all image(s) in undamaged, unaltered and unretouched condition within 30 days after the first publication or use of the image(s), whichever occurs first Client agrees to destroy all digital files within one week of reproduction. If the files were sent on digital media, all such material must be returned in undamaged condition within 30 days of receipt.
LOSS OR DAMAGE IN CASE OF LOSS OR DAMAGE OF ANY ORIGINAL IMAGE(S), CLIENT & LICENSOR AGREE THAT THE REASONABLE VALUE OF EACH ORIGINAL IMAGE IS $2500. Once original image(s) are lost or damaged it is extremely difficult to fix their exact individual value. Accordingly, Licensor and Client agree that the reasonable liquidated value of each image is $2500 for each lost or damaged original image and Licensor’s claim to that amount without regard to the actual value of such image. An image shall be considered an original if no high reproduction quality duplicate of that image exists.
ARCHIVING DIGITAL FILES
While Licensor may choose to archive the Image(s), it is Client’s responsibility to properly store and archive the Image(s) for the duration of the term of license. Licensor cannot guarantee the availability of any Image(s) beyond the date of first delivery to Client. Client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. Client hereby releases Licensor and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Licensor becoming unusable. All digital files created by, or on behalf of, Client that contain any Image(s) will be deleted or destroyed within ten days after the expiration date of license.
FORCE MAJEURE
Licensor will not be in default of this Agreement by reasons of its delay in the performance of or failure to perform, in whole or in part, any of its obligation hereafter, if such delay or failure results from occurrences beyond its reasonable control and without its fault or negligence. Client will pay 100% of Licensor’s daily weather delay fee (as set forth on the front of this Agreement) for any delays due to weather condition or any acts or occurrences beyond Licensor’s reasonable control, plus all charges incurred.
PAYMENT AND COLLECTION TERMS
Time is of the essence for receipt of full payment under this Agreement.
No rights are granted until licensor has received full payment, including, if applicable, any late-payment charges.Unless otherwise agreed, the use of any image(s) prior to full payment will be considered an unauthorized use.
Client agrees that the reasonable and stipulated amount that will be paid to licensor for such an unauthorized use will be double the invoice total. Where usage rights before full payment are granted, Licensor reserves the right to rescind any such usage rights if Client fails to make timely payment. All invoices are due upon receipt. Adjustments of amounts or terms must be requested within ten days of invoice receipt. Licensor does not provide any receipts to Client. Licensor’s invoice will serve as Client’s receipt for work performed and services rendered. Bank transfer fees are the responsibility of the Client. Invoices from Licensor are payable upon re the unpaid amount of any invoice, within 10 days of mailing date of invoice, will incur a late payment charge that will not exceed what is allowable under Virginia law. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their actual attorneys’ fees, court cost and all other non-reimbursable litigation expense such as an expert witness and investigation expenses. No lawsuits pertaining to any matter arising under or growing out of this Agreement shall be instituted in any other place other than Washington D.C.
FEES CHARGES AND ADVANCES
Client and Client’s representatives are jointly and severely responsible for full payment of all fees, charges and advances. The rights licensed, fees, charges and advances set forth in this Agreement apply only to the original specification of the Services. Additional fees and charges shall be paid by client for any subsequent changes, additions or variations requested by Client. All advances payments are due prior to production. I hereby certify that the price included in this proposal is accurate and binding, and that all cost are shown and accurately reflect my total proposal cost.
POSTPONEMENTS AND CANCELLATIONS
Once Client and Licensor have agreed to time(s) and date(s) for a photography assignment, Licensor will not accept work from any other client for the same time(s) and date(s). Any deposits paid on booking become non-refundable for cancellation, or postponement, less than two business days from the date of photography. If Client postpones or cancels any “shoot date” or other Service, in or in part, without first obtaining Licensor’s written consent, Client shall pay Licensor 50% of Licensor’s quoted fees. If client postpones or cancels with less than two business days prior written notices to Licensor, Client shall Pay 100% of licensor’s quoted fees. Where Client postpones or cancels an assignment, Client will pay all expenses incurred by Licensor up to the time of postponement or cancellation, plus all fees for any subcontractors booked for the assignment. If the same assignment is rescheduled for a later date, full fee and any additional expenses will be charged for the actual shooting.
KILL FEE
Provided that Licensor has executed the photography assignment in a professional and competent manner, Client agrees to pay Licensor all fees and expenses in connection with said assignment, whether or not Client uses any Image(s).OVERTIMEIn the event any services extend beyond eight consecutive hours in one day, Client shall pay overtime for crew members and assistants at the rate of 1 ½ times their hourly rates or fees, and if the Services extend beyond 12 hours in one day. Client shall pay overtime for crew members and assistants at the rate of double their regular hourly rates or fees.
RESHOOTS
Client shall pay 100% of Licensor’s fees and charges for any reshooting or redoing of Service(s) requested by Client. If the Image(s) become lost or unstable by reasons of defects, equipment malfunction, processing, or any other technical error, prior to delivery of the Image(s) to Clients, Licensor will perform appropriate Service(s) again without additional, provided Client advances and pays all charges, and pays all fees and charges in connection with initial Services. If a reshoot is required due to factors beyond the control of Licensor, including but not limited to, weather conditions, acts of God, or the fault of a third party, Licensor will not charge an additional fee and Client agrees to pay all expenses for the reshoot.TAXClient shall pay and hold Licensor harmless on account of any sales, use, or other governmental charges of any kind however dominated, imposed by any government, including any subsequent assessments, in connection with this Agreement, the image(s), the Service(s), or any income earned or payments received by Licensor hereunder. To the extent that Licensor may be required to withhold or pay such taxes Client Shall Promptly thereafter furnish in the full amount of all the sums withheld or paid.
MODIFICATIONS, GOVERNING LAW, AND MISCELLANEOUS
This Agreement sets forth the entire understanding and agreement between Licensor and Client regarding Service(s) and/or the Image(s). This Agreement supersedes any and all prior representations and agreements made regarding the Service(s) and/or Image(s), whether written or verbal. Neither Licensor nor Client shall be bound by any purchase order, term, condition, warranty, or provision other than as specifically stated in this Agreement. No waiver or modification may be made may be made to any term or condition contained in this agreement unless in writing signed by Licensor. Wavier of any on provision of this Agreement shall not be deemed to be a waiver of any other provision of this Agreement. Any objections to the terms of this Agreement must be made in writing and delivered to licensor within 10 days of the receipt of this Agreement by Client or Client’s representatives, or this Agreement shall be binding. Notwithstanding anything to the contrary, no Image(s) may be used in any manner without Licensor’s prior written consent, and Client’s holding of any image(s) constitutes Client’s complete acceptance of this agreement. The formation, interpretation, and performance of this agreement shall be governed by the laws of Georgia, excluding the conflict of laws rules of Georgia All paragraph captions in this Agreement are for reference only, and shall not be considered in controlling this Agreement. This Agreement shall be construed in accordance with its terms shall not be construed more favorably for or more strongly against Licensor or Client.
ACCEPTANCE OF TERMS
Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and inures to the benefit of, Client and Licensor, as well as their respective principals, employees, representatives, and successors. Client and its principals, and employees, are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any items is binding unless set forth in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and Client is bound by, Client’s oral authorizations for any additional Image(s), fees, and expenses, that could not be confirmed in writing due to the immediate proximity of completing the photography assignment. This Agreement will be deemed to be a contract made under the laws of United States and the State of Georgia, and for all purposes will be interpreted in its entirety in accordance with these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the district of Fulton County. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favor of Licensor. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. In addition to oral and written agreements, use of any Image(s) by Client will constitute acceptance of all the above terms and conditions.This Agreement constitutes the entire and only agreement between Licensor and Client with respect to its subject matter and supersedes all previous agreements, understandings, and communications, whether oral or written, between the two parties with respect to the subject matter hereof.
