ALL ASSIGNMENT AND LICENSES ARE SUBJECT TO THE FOLLOWING AGREEMENT TERMS AND CONDITIONS
1. DEFINITIONS: This agreement is by and between the Monaco Reps Photographer ("Photographer") and the commissioning party. ("Client", named on the face of this Agreement, including Client's representatives). Photographer's relationship with Client is that of an independent contractor. "Image" or "Image(s)" refers to the photographic for any other form of material delivered by Photographer to Client. Photographer shall be considered the sole author of the image(s). The Image(s) shall be the Photographer's interpretation, rather than a literal re-creation of any concepts or layouts provided the photographer by Client or Client's representative. "Assignment" refers to the photography Assignment described on the face of this Agreement that Client is specifically commissioning Photographer to perform pursuant to this Agreement.
2. FEES, CHARGES AND EXPENSES: Client & Client's representative are jointly and severally responsible for full payment of all fees, charges and expenses. The rights licensed, fees, charges and expenses listed on this Agreement only apply to the original Assignment description. Additional compensation is required for any subsequent changes, additions or variations requested by Client.
3. POSTPONEMENTS AND CANCELLATIONS: If Client postpones or cancels any schedule assignment or "shoot date", in whole or in part, without first obtaining Photographer's written consent, Client shall pay Photographer 50% of Photographer's fees. If client postpones or cancels with less than two(2) business days prior written notice to Photographer, Client shall by 100% of Photographer's fees. Client shall in any event pay all expenses and charges incurred in connection with any postponed or canceled assignment or shoot date.
4. WEATHER DELAYS: Client will pay 100% of Photographer's daily weather delay fee (a set forth on the face of the Agreement) for any delays due to weather conditions or Acts of God, plus all charges and expenses incurred.
5. CLIENT APPROVAL: Client is responsible for having its authorized representative present during all "shooting" phases of the Assignment to approve Photographer's interpretation of the Assignment. If no representative is present, Photographer's interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client's representatives.
6. OVERTIME: In the event any Assignment extends beyond eight (8) consecutive hours in one day, Photographer will charge overtime for crew members and assistants at the rate on one and one half times their hourly rate or fee.
7. RESHOOTS: Client will be required to pay 10% of Photographer's fee, charges and expenses for any reshoot request by Clients. If the image(s) become lost or unusable by reason of defects, damage, equipment malfunction, processing, or other technical error prior to delivery of the image(s) to the Client. Photographer will reshoot without additional fees, provided Client advances and pays all charges and expenses for the reshoot and pays all fees, charges and expenses for the initial Assignment.
8. INDEMNITY: Client shall indemnify, defend and hold Photographer and Photographer's representative harmless from any and all claims, liabilities, damages, and expenses including actual attorney's fees and court costs arising from Client's use of the Image(s) or from Photographer's reliance on any representations, instructions, or materials provided or approved by the Client.
9. RIGHTS LICENSES: The right to reproduce or use any image(s) in any manner is conditioned on Photographer's receipt of full payment and on use of copyright notice on all copies of the Image(s). Unless otherwise expressly stated on the front of this Agreement, the duration of any license is one-year from the date of Photographer's invoice and is for English language use in the United States of America only. All rights of every kind and nature in any and all media whether now known or hereafter developed, that are not expressly licensed or transferred in this Agreement are reserved by Photographer, including, without limitation, the right to use any Image in whole or in part in any form of derivative or collective works of any nature whatsoever. No license is valid unless signed by Photographer. No rights licensed may be assigned or transferred on any manner without Photographer's prior written consent.
10. RETURN OF IMAGES: Client assumes all risk for all Image(s) delivered by Photographer to Client from the time of Client's receipt, to the time of the safe return receipt of the Image(s) in an undamaged, unaltered and unretouched condition within 30 days after first publication or use of the images(s).
11. LOSS OR DAMAGE: IN CASE OF LOSS OR DAMAGE OF ANY ORIGINAL IMAGE(S), CLIENT AND PHOTOGRAPHER AGREE THAT THE REASONABLE VALUE OF EACH ORIGINAL IMAGE IS $2000.00. Once original Image(s) are lost or damaged it is extremely difficult and impracticable to fix their exact individual value. Accordingly, Photographer and Client agree that the reasonable liquidated value of each original Image is $2000.00. Client agrees to pay Photographer agrees to limit Photographer's claim to that amount without regard to the actual value of the image.
12. PAYMENT AND COLLECTION TERMS:Invoices from Photographer are payable upon receipt be Client. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their actual attorney's fees, court costs and the maximum interest rate allowable by law. No lawsuits pertaining to any matter arising under or growing out of this Agreement shall be instituted in any other state other than the state of Photographer's principal place of business.
13. SALES, USE, OR TRANSIT TAX: Client is responsible for full payment of all applicable sales, use or similar taxes and for any subsequent assessment made by sales, use or other tax authorities in connection with the Assignment and/or the Image(s).
14. RELEASES: NO MODEL, PROPERTY OR OTHER RELEASE EXISTS FOR ANY IMAGE(S) UNLESS PHOTOGRAPHER SUBMITS A SEPARATE SIGNED RELEASE TO CLIENT.
15. ELECTRONIC DATA: Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner use, scan, reproduce or copy any Image in whole or in part except as may be otherwise expressly stated on the front of this Agreement. Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner retain, store, use or alter any Image in whole or in part, except as may be otherwise expressly stated on the front of this Agreement.
16. MODIFICATIONS. GOVERNING LAW AND MISCELLANEOUS: This Agreement sets forth the entire understanding an agreement between Photographer and Client regarding the Assignment and/or the Image(s). This Agreement supersedes any and all other prior representations and agreement regarding the Assignment and/or the Image(s), whether written or verbal. Neither Photographer nor Client shall be bound by any purchase order, term, condition, representation, warranty, or provision other than expressly stated in this Agreement. No waiver or modification may be made to any term or condition contained in this Agreement unless in writing and signed by Photographer. Waiver of any one provision of this Agreement shall not be deemed to be a waver of any other provision of this Agreement. Any objections to the terms of this Agreement must be made in writing and delivered to Photographer within ten (10) days of the receipt of this Agreement by Client or Client's representative, or this Agreement shall be binding. No Image(s) however may be used in any manner without Photographer's prior written consent, and Client's holding, reproduction or use of any Image(s) in any manner constitutes Client's complete acceptance of this Agreement. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the state of Photographer's principal place of business, excluding the conflict of laws and rules in the state of Photographer's principal place of business. All paragraph captions are for reference only, and shall be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorable for or more strongly against Photographer or Client.
1. DEFINITIONS: This agreement is by and between the Monaco Reps Photographer ("Photographer") and the commissioning party. ("Client", named on the face of this Agreement, including Client's representatives). Photographer's relationship with Client is that of an independent contractor. "Image" or "Image(s)" refers to the photographic for any other form of material delivered by Photographer to Client. Photographer shall be considered the sole author of the image(s). The Image(s) shall be the Photographer's interpretation, rather than a literal re-creation of any concepts or layouts provided the photographer by Client or Client's representative. "Assignment" refers to the photography Assignment described on the face of this Agreement that Client is specifically commissioning Photographer to perform pursuant to this Agreement.
2. FEES, CHARGES AND EXPENSES: Client & Client's representative are jointly and severally responsible for full payment of all fees, charges and expenses. The rights licensed, fees, charges and expenses listed on this Agreement only apply to the original Assignment description. Additional compensation is required for any subsequent changes, additions or variations requested by Client.
3. POSTPONEMENTS AND CANCELLATIONS: If Client postpones or cancels any schedule assignment or "shoot date", in whole or in part, without first obtaining Photographer's written consent, Client shall pay Photographer 50% of Photographer's fees. If client postpones or cancels with less than two(2) business days prior written notice to Photographer, Client shall by 100% of Photographer's fees. Client shall in any event pay all expenses and charges incurred in connection with any postponed or canceled assignment or shoot date.
4. WEATHER DELAYS: Client will pay 100% of Photographer's daily weather delay fee (a set forth on the face of the Agreement) for any delays due to weather conditions or Acts of God, plus all charges and expenses incurred.
5. CLIENT APPROVAL: Client is responsible for having its authorized representative present during all "shooting" phases of the Assignment to approve Photographer's interpretation of the Assignment. If no representative is present, Photographer's interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client's representatives.
6. OVERTIME: In the event any Assignment extends beyond eight (8) consecutive hours in one day, Photographer will charge overtime for crew members and assistants at the rate on one and one half times their hourly rate or fee.
7. RESHOOTS: Client will be required to pay 10% of Photographer's fee, charges and expenses for any reshoot request by Clients. If the image(s) become lost or unusable by reason of defects, damage, equipment malfunction, processing, or other technical error prior to delivery of the image(s) to the Client. Photographer will reshoot without additional fees, provided Client advances and pays all charges and expenses for the reshoot and pays all fees, charges and expenses for the initial Assignment.
8. INDEMNITY: Client shall indemnify, defend and hold Photographer and Photographer's representative harmless from any and all claims, liabilities, damages, and expenses including actual attorney's fees and court costs arising from Client's use of the Image(s) or from Photographer's reliance on any representations, instructions, or materials provided or approved by the Client.
9. RIGHTS LICENSES: The right to reproduce or use any image(s) in any manner is conditioned on Photographer's receipt of full payment and on use of copyright notice on all copies of the Image(s). Unless otherwise expressly stated on the front of this Agreement, the duration of any license is one-year from the date of Photographer's invoice and is for English language use in the United States of America only. All rights of every kind and nature in any and all media whether now known or hereafter developed, that are not expressly licensed or transferred in this Agreement are reserved by Photographer, including, without limitation, the right to use any Image in whole or in part in any form of derivative or collective works of any nature whatsoever. No license is valid unless signed by Photographer. No rights licensed may be assigned or transferred on any manner without Photographer's prior written consent.
10. RETURN OF IMAGES: Client assumes all risk for all Image(s) delivered by Photographer to Client from the time of Client's receipt, to the time of the safe return receipt of the Image(s) in an undamaged, unaltered and unretouched condition within 30 days after first publication or use of the images(s).
11. LOSS OR DAMAGE: IN CASE OF LOSS OR DAMAGE OF ANY ORIGINAL IMAGE(S), CLIENT AND PHOTOGRAPHER AGREE THAT THE REASONABLE VALUE OF EACH ORIGINAL IMAGE IS $2000.00. Once original Image(s) are lost or damaged it is extremely difficult and impracticable to fix their exact individual value. Accordingly, Photographer and Client agree that the reasonable liquidated value of each original Image is $2000.00. Client agrees to pay Photographer agrees to limit Photographer's claim to that amount without regard to the actual value of the image.
12. PAYMENT AND COLLECTION TERMS:Invoices from Photographer are payable upon receipt be Client. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their actual attorney's fees, court costs and the maximum interest rate allowable by law. No lawsuits pertaining to any matter arising under or growing out of this Agreement shall be instituted in any other state other than the state of Photographer's principal place of business.
13. SALES, USE, OR TRANSIT TAX: Client is responsible for full payment of all applicable sales, use or similar taxes and for any subsequent assessment made by sales, use or other tax authorities in connection with the Assignment and/or the Image(s).
14. RELEASES: NO MODEL, PROPERTY OR OTHER RELEASE EXISTS FOR ANY IMAGE(S) UNLESS PHOTOGRAPHER SUBMITS A SEPARATE SIGNED RELEASE TO CLIENT.
15. ELECTRONIC DATA: Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner use, scan, reproduce or copy any Image in whole or in part except as may be otherwise expressly stated on the front of this Agreement. Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner retain, store, use or alter any Image in whole or in part, except as may be otherwise expressly stated on the front of this Agreement.
16. MODIFICATIONS. GOVERNING LAW AND MISCELLANEOUS: This Agreement sets forth the entire understanding an agreement between Photographer and Client regarding the Assignment and/or the Image(s). This Agreement supersedes any and all other prior representations and agreement regarding the Assignment and/or the Image(s), whether written or verbal. Neither Photographer nor Client shall be bound by any purchase order, term, condition, representation, warranty, or provision other than expressly stated in this Agreement. No waiver or modification may be made to any term or condition contained in this Agreement unless in writing and signed by Photographer. Waiver of any one provision of this Agreement shall not be deemed to be a waver of any other provision of this Agreement. Any objections to the terms of this Agreement must be made in writing and delivered to Photographer within ten (10) days of the receipt of this Agreement by Client or Client's representative, or this Agreement shall be binding. No Image(s) however may be used in any manner without Photographer's prior written consent, and Client's holding, reproduction or use of any Image(s) in any manner constitutes Client's complete acceptance of this Agreement. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the state of Photographer's principal place of business, excluding the conflict of laws and rules in the state of Photographer's principal place of business. All paragraph captions are for reference only, and shall be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorable for or more strongly against Photographer or Client.