1. Definition:
“Image(s)” means all visual representations furnished to Client by Photographer, whether captured, delivered, or
stored in photographic, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document,
Photographer may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Photographer
may select, at a resolution that Photographer determines will be suitable to the subject matter of each Image and the reproduction
technology and uses for which the Image is licensed. It is Client’s responsibility to verify that the digital data (including color
profile, if provided) are suitable for reproduction of the expected quality and color accuracy, and that all necessary steps are taken
to ensure correct reproduction. If the data are not deemed suitable, Photographer’s sole obligation will be to replace or repair the
data, but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise
specifically provided elsewhere in this document, Photographer has no obligation to retain or archive any of the Images after they
have been delivered to Client. Client is responsible for sending an authorized representative to the assignment or for having an
authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is
obligated to accept Photographer’s judgment as to the acceptability of the Images.
2. Rights:
All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are
stored, remain the sole and exclusive property of Photographer. Unless otherwise specifically provided elsewhere in this document,
any grant of rights is limited to a term of one (1) year from the date hereof and to usage in print (conventional non-electronic and
non-digital) media in North America. Unless otherwise specifically provided elsewhere in this document, no image licensed for use
on a cover of a publication may be used for promotional or advertising purposes without the express permission of Photographer
and the payment of additional fees. No rights are transferred to Client unless and until Photographer has received payment in full.
The parties agree that any usage of any Image without the prior permission of Photographer will be invoiced at three times
Photographer’s customary fee for such usage. Client agrees to provide Photographer with three copies of each published use of
each Image not later than 60 days after the date of first publication of each use. If any Image is being published only in an
electronic medium, Client agrees to Provide Photographer with an electronic tearsheet, such as a PDF facsimile or URL of the
published use of each such photograph, within fifteen (15) days after the date of first publication of each use. Unless otherwise
specifically provided elsewhere in this document, all usage rights are limited to print media, and no digital usages of any kind are
permitted. This prohibition includes any rights or privileges that may be claimed under §201(c) of the Copyright Act of 1976 or any
similar provision of any applicable law. Digital files may contain copyright and other information embedded in the header of the
image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright
Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the
Images or the licenses to use them. Unless specifically provided elsewhere in this document, no reprographic, reprint, republication
or other secondary reproduction usages may be made, and usage rights are granted only for one-time, English language North
American editorial print editions of the publication listed on the front of this document and six month searchable archive use on the
website of that publication.
3. Return and Removal of Images:
Client assumes insurer’s liability (a) to indemnify Photographer for loss, damage, or misuse of
any Images, and (b) to return all Images prepaid and fully insured, safe and undamaged, by bonded messenger, air freight, or
registered mail. Unless the right to archive Images has been specifically granted by Photographer on the front of this document,
Client agrees to remove and return or destroy all digital copies of all Images. All Images shall be returned, and all digital files
created by or on behalf of Client containing any Images shall be delivered to Photographer, deleted or destroyed, within thirty (30)
days after the later of: (1) the final licensed use as provided in this document, and (2) if not used, within thirty (30) days after the
date of the expiration of the license. Failure to return Images on time will result in loss to Photographer due to his resulting inability
to license such Images. Client therefore agrees to pay a holding fee of five dollars and fifty cents ($5.50) per day for each image
from the return date until the day on which the Images are actually received by Photographer. Client assumes full liability for its
principals, employees, agents, affiliates, successors, and assigns (including without limitation independent contractors,
messengers, and freelance researchers) for any loss, damage, delay in returning or deleting, failure to return, or misuse of the
Images.
4. Loss or Damage:
Reimbursement by Client for loss or damage of each original photographic transparency or film negative
(“Original[s]”) shall be in the amount of One Thousand Five Hundred Dollars ($1,500), or such other amount if a different amount
is set forth next to the lost or damaged item on the reverse side or attached schedule. Reimbursement for loss or damage of each
non-digital duplicate image shall be in the amount of Two Hundred Dollars ($200). Reimbursement for loss or damage of each
digital file shall be in the amount of Two Hundred Dollars ($200). Reimbursement by Client for loss or damage of each item other
than as specified above shall be in the amount set forth next to the item on the reverse side or attached schedule. Photographer
and Client agree that said amount represents the fair and reasonable value of each item, and that Photographer would not sell all
rights to such item for less than said amount. Client understands that each Original is unique and does not have an exact duplicate,
and may be impossible to replace or re-create. Client also understands that its acceptance of the stipulated value of the Images is
a material consideration in Photographer’s acceptance of the terms and prices in this agreement.
5. Photo Credit:
All published usages of Images will be accompanied by written credit to Photographer or copyright notice as
specified on the reverse side. If no placement of a credit or copyright notice is specified on the reverse side, no credit or notice is
required. If a credit is required but not actually provided, Client agrees that the amount of the invoiced fee will be subject to a
three-times multiple as reasonable compensation to Photographer for the lost value of the credit line.
6. Alterations:
Client will not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in
respect of the Images, alone or with any other material, including making digital scans unless specifically permitted on the reverse
side. Client may not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect
of the Images, alone or with any other material, including making digital scans unless specifically permitted on the reverse side,
except that cropping and alterations of contrast, brightness, and color balance, consistent with reproduction needs may be made.
Client may make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the
Images alone or with any other material, including making digital scans, subject to the provisions as stated in 7 below.
7. Indemnification:
Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses,
including reasonable legal fees and expenses, arising out of the creation or any use of any Images or arising out of use of or
relating to any materials furnished by Client. Unless delivered to Client by Photographer, no model or property release exists, and it
is Client’s responsibility to obtain the necessary permissions for usages that require any model or property releases not delivered
by Photographer. It is Client’s sole responsibility to determine whether any model or property releases delivered by Photographer
are suitable for Client’s purposes. Photographer’s liability for all claims shall not exceed in any event the total amount paid under
this invoice.
8. Assumption of Risk:
Client assumes full risk of loss or damage to or arising from materials furnished by Client and warrants that
said materials are adequately insured against such loss, damage, or liability.
9. Transfer and Assignment:
Client may not assign or transfer this agreement or any rights granted under it. This agreement
binds Client and inures to the benefit of Photographer, as well as their respective principals, employees, agents, and affiliates,
heirs, legal representatives, successors, and assigns. Client and its principals, employees, agents, and affiliates are jointly and
severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is
binding unless set forth in writing and signed by the parties. However, the invoice may reflect, and Client is bound by, Client’s oral
authorizations for additional Images, fees and expenses that could not be confirmed in writing because of insufficient time or other
practical considerations. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by
reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this
agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the
Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend
that this agreement shall not be governed by or subject to the UCITA of any state. Photographer is an independent contractor and
not an employee. If photographer is deemed under any law to be an employee of Client, and if the Images are therefore considered
works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Images to Photographer. Client
agrees to execute any documents reasonably requested by Photographer to accomplish, expedite or implement such transfer.
10. Disputes:
Except as provided in 11 below, any dispute regarding this agreement shall, at Photographer’s sole discretion, either:
10.1. be arbitrated in Photographer’s City, Photographer’s State, under rules of the American Arbitration Association and the laws of
Photographer’s State; provided, however, that irrespective of any specific provision in the rules of the American Arbitration
Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to
pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be
entered in any court having jurisdiction. Any dispute involving $5,000 or less may be submitted without arbitration to any court
having jurisdiction thereof.
OR
10.2. be adjudicated in Photographer’s City, Photographer’s State under the laws of the United States and/or of Photographer’s State.
10.3. In the event of a dispute, Client shall pay all court costs, Photographer’s reasonable legal fees, and expenses, and legal interest
on any award or judgment in favor of Photographer.
11. Federal Jurisdiction:
Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by
Photographer under the Copyright Act of 1976, as amended, including subsidiary and related claims.
12. Overtime:
In the event a shoot extends beyond eight (8) consecutive hours, Photographer may charge for such excess time of assistants and freelance
staff at the rate of 1 1/2 times their hourly rates.
13. Reshoots:
Client will be charged 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of
any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil
disturbance or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If
Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses
covered by insurance. A list of exclusions from such insurance will be provided on request.
14. Assignment Cancellations and Postponements:
Cancellations: Client is responsible for payment of all expenses incurred up to
the time of cancellation of the assignment, plus 50 percent of Photographer’s fee; however, if notice of cancellation is given less
than two 2 business days before the shoot date, Client will be charged 100 percent fee. Postponements: Unless otherwise agreed
in writing, Client will be charged a 100 percent fee if postponement of the assignment occurs after photographer has departed for
location, and 50 percent fee if postponement occurs before departure to location. Fees for cancellations and postponements will
because of any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil
disturbance or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If
Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses
covered by insurance. A list of exclusions from such insurance will be provided on request.
