If you have been referred to this page by an image's © Copyright / metadata, see Nos. 11 and 12 and click here to contact us to discuss possible usage/licensing.
ENRIQUE SAMSON DBA PHOTO MEANS LLC
ASSIGNMENT TERMS AND CONDITIONS
Holding, reproducing and/or using the IMAGES in any manner constitutes acceptance of these terms and conditions and/or as attached to project estimate and/or invoice.
1. Definitions: "STUDIO" refers to PHOTO MEANS, LLC and its representatives. “PHOTOGRAPHER” or “ARTIST” refers to ENRIQUE SAMSON, author of the photographs. "CLIENT" refers to the commissioning party, named on the face of this contract, invoice or estimate, and its representatives. "Day" refers to an 8-hour day. “Master file” refers to all original working files created by the STUDIO and the PHOTOGRAPHER, including those created in camera, by use of the computer, or any other means. The STUDIO and PHOTOGRAPHER’s relationship with the CLIENT is that of an independent contractor.
2. PHOTOGRAPHER and STUDIO obligations are to timely and proficiently complete the shoot, deliver the images and honor the usage license stated under these terms and conditions and by the shot list specified in the estimate and/or written preproduction correspondence with CLIENT and CLIENT's representatives.
3.Quoted Fees and Expenses: CLIENT and CLIENT's representatives are jointly and separately responsible for timely and full payment of all fees, charges and expenses by the due date on the invoice. Estimated fees and expenses apply to the original layout, job description and rights licensed only. Additional compensation must be negotiated with the STUDIO and PHOTOGRAPHER for any subsequent changes, additions or variations requested by CLIENT and confirmed in writing. CLIENT will be bound by oral authorization for fees and expenses which cannot be confirmed in writing due to immediate proximity of the project. Estimates are good for 30 days from date submitted. If actual fees and expenses are more or less than estimated, invoice will be billed accordingly.
4. Postponement, Cancellation and Delays: All cancellations or postponements of photography “shoot date” or other SERVICE attributable to, or directly done due to CLIENT's negligence, needs or request, in whole or in part, within a week of “shoot date” after confirmation and/or booking an assignment will be billed at the following fees: cancellation 50%, postponement 25%, once the projected is confirmed. If cancellation is less than 3 working days (72 hours) prior to assignment date CLIENT will pay 100% of all fees. CLIENT will pay all expenses, costs and charges incurred in connection to postponing or cancelling any assignments. None of the parties is responsible for expenses due to any delays and cancellations caused by force majeure such as, weather delays or any acts or occurrences beyond reasonable human control except CLIENT is responsible only for all and any charges and expenses incurred. If the same assignment is rescheduled for a later date, full fee and expenses will be charged for the actual assignment. Kill fees are charged for all project expenses and time if project is cancelled after initialization, either written or verbal.
5. CLIENT Approval: CLIENT is responsible for presence of its authorized representative at the assignment to approve the STUDIO's interpretation of the assignment. If no such representative is present, CLIENT will accept the STUDIO's interpretation of the assignment. CLIENT will be bound by all approvals and job changes made by CLIENT's representatives.
6. Reshoots and Revisions: CLIENT will be required to pay 100% of fees, charges and expenses for any reshoot/revisions requested by CLIENT. If the IMAGE(s) at the time of delivery is(are) unusable because of defect, loss or damage, equipment malfunction, processing or other technical error attributable to PHOTOGRAPHER, STUDIO and/or his crew, the STUDIO will reshoot without additional fees.
7. Overtime and Rush: Overtime charges will apply to the STUDIO on "Creative Rate" only and to all other personnel and subcontractors required to work in excess of eight (8) consecutive hours (1.5x regular rate) or if the time exceeds 10 hours (2x regular rate) on any given day. If the assignment requires to last beyond the scheduled time, CLIENT will pay any additional fees and expenses thereby required. Subject to availability, PHOTOGRAPHER may require CLIENT to book the additional time needed at a different date. Any shoot requiring more than 12 hours to complete will be continued at a subsequent date at additional standard rate. Rush charges apply to all projects produced in less than 48 hours and weekend charges apply to projects shot on Saturday or Sunday.
8. Limits of Liability, Warranty and Indemnification: CLIENT will indemnify and will hold STUDIO/PHOTOGRAPHER and any representatives harmless, against any and all claims and expenses, including fees, liabilities, damages, and expenses of any nature whatsoever, including actual attorneys’ fees, costs of investigation, and court costs arising from or relating to CLIENT’s direct or indirect use of the PHOTOGRAPHER's/ARTIST's work and IMAGE(s) or in connection with STUDIO/PHOTOGRAPHER’s reliance on any representations, instructions, information, or materials provided or approved by CLIENT. STUDIO/PHOTOGRAPHER's liability for all claims will not exceed in any event the total amount paid under this invoice. The STUDIO/PHOTOGRAPHER warrants and represents that he is the sole creator of the work and IMAGES and owns all rights granted under this AGREEMENT, that the IMAGES are an original creation (except for materials obtained with the written permission of others or materials from the public domain), that the IMAGES do not infringe any other person’s copyrights or rights of literary property, nor do they violate the rights of privacy of, or libel, other persons.
9. Releases: No model, property, trademark, or other such release exists for any IMAGE(s) unless a separate release signed by a third-party model or property owner is submitted to the CLIENT. CLIENT is solely responsible for appropriate and legal usage of images.
10. 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.
11. Rights Licensed, Transfers and Assignments: The right to reproduce or usage of any IMAGE(s) or artwork is conditioned on receipt of payment in full and CLIENT’s acceptance of all terms contained in this AGREEMENT. All IMAGES will be immediately and duly registered by the PHOTOGRAPHER with the Copyright Office of the United States Library of Congress and rights not expressly granted remain the exclusive property of the STUDIO, PHOTOGRAPHER and ARTIST and his estate and heirs. Unless otherwise stated above on the invoice, license is non-exclusive and the duration of license is one time or one year from invoice date, whichever is first, for use in the United States of America only, non-commercial, non-exclusive and non-transferable. CLIENT may not assign, transfer, loan or sell this license or any original or copies of the submitted material. The source (master) files are the intellectual property of the STUDIO. The STUDIO and PHOTOGRAPHER will be considered the sole author of the IMAGE(s), artwork and all master files. All master files developed by the STUDIO and PHOTOGRAPHER that are used in the creation of IMAGES/photographs, artwork, websites and any other graphics on behalf of the CLIENT remain the property of the STUDIO and PHOTOGRAPHER at all times unless specifically purchased. A fee is charged to release all source or master files to the CLIENT.
The usage rights reserved by STUDIO/PHOTOGRAPHER include, without limitation, all rights of publication, distribution, display, transmission, or other use in electronic, digital and other media of any kind, now existing and yet unknown. Any rights licensed by LICENSOR for any use in a collective work exclude all usage rights for any kind of revision of that collective work including any later collective work in the same series.
Additional Usage: If CLIENT wishes to make any additional, non-licensed use, CLIENT will seek permission from the STUDIO/PHOTOGRAPHER and pay an additional fee to be agreed upon in writing.
12. Copyright Infringement clause: 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.
13. Concepts, Drafts and Creative Proposals: CLIENT agrees not to use the creative Information provided in the proposal in any way, or to manufacture or test any product embodying creative information, except for the purpose contracting the STUDIO/PHOTOGRAPHER. CLIENT agrees that all creative information will remain the property of the PHOTOGRAPHER, and that the STUDIO/PHOTOGRAPHER may use such creative information for any purpose without obligation to CLIENT. Nothing contained herein will be construed as granting or implying any transfer of rights to CLIENT in the creative information, or any other intellectual property protecting or relating to the creative information.
14. Photo Credit: If stated on the invoice and previously agreed, CLIENT will provide a credit or copyright notice on all published IMAGE(s)/work as specified on the reverse side. This will be printed adjacent to or within the photograph(s) or artwork, and may include: CLIENT name, year-date of first publication. Proper copyright notice for use in type no smaller than that of related text must appear adjacent to or within the IMAGE(s) except when not required on front of invoice. CLIENT will pay additional charges if credit is required but not observed. Examples of proper credit or notice are: ©2018 Enrique Samson or ©2018 Enrique Samson | enriquesamson.com
15. Return of IMAGES: CLIENT assumes all risks to indemnify STUDIO/PHOTOGRAPHER for loss, damage, or misuse of any IMAGES and original materials, and to return all IMAGES (film, prints, digital storage media, etc) prepaid and fully insured, safe and undamaged. Unless the right to archive IMAGES has been specifically granted by STUDIO/PHOTOGRAPHER on the front of this document, CLIENT agrees to remove and return or destroy all digital copies of all IMAGES. All IMAGES will be returned, and all digital files created by or on behalf of CLIENT containing any IMAGES will be delivered to STUDIO/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. 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.
16. Loss or Damage of IMAGES: In case of loss or damage of any original tangible IMAGE, digital, print or negative, CLIENT agrees that the reasonable value of each original transparency, negative, artwork or original file is a minimum of $2500 or amount stated on invoice/delivery memo for all items. In the case of fine art pieces, the value shall be the market price.
17. Alterations: 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 and previously permitted and agreed upon in writing by PHOTOGRAPHER/STUDIO, except that copy, logos, cropping and alterations of contrast, brightness, and color balance, consistent with reproduction needs may be made.
18. Payment and Collection Terms: Invoices from STUDIO/PHOTOGRAPHER are payable upon receipt by CLIENT. The unpaid amount of any invoice, within 10 days of the mailing date of the invoice, will incur a finance/late charge of the highest amount between $50.00 or a 21% APR compounded monthly and not in excess of the lawful maximum. In any action to enforce the terms of the AGREEMENT, the STUDIO, PHOTOGRAPHER or ARTIST will be entitled to collect any and all expenses, including attorney's fees and court costs, and the maximum interest rate allowable by law. No lawsuits pertaining to any matter arising under or growing out of this AGREEMENT will be instituted in any other state other than the state of Georgia.
VALIDITY OF DISCOUNTS AND WAIVED FEES: Any discounts given or waiving of fees will be void if invoice is not paid within 30 days or payment due date on invoice
19. Acceptance and Disputes: Disputes: All Disputes, except Copyright (see #11), regarding this AGREEMENT will, at STUDIO/PHOTOGRAPHER's sole discretion, either: (1) be arbitrated in Cobb County, GA under rules of the American Arbitration Association and the laws of the State of Georgia. 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; (2) be adjudicated in Cobb County, GA under the laws of the United States and/or the State of Georgia; (3) In the event of a dispute, CLIENT will pay all court costs, PHOTOGRAPHER's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of STUDIO/PHOTOGRAPHER.
20. Tax: CLIENT will pay and hold STUDIO/PHOTOGRAPHER harmless on account of any sales, use, or other taxes or governmental charges of any kind, however denominated, 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 STUDIO/PHOTOGRAPHER may be required to withhold or pay such taxes CLIENT will promptly thereafter furnish STUDIO/PHOTOGRAPHER with funds in the full amount of all the sums withheld or paid.
21. Marketing, Portfolio, Display and Web site Usage: The STUDIO/PHOTOGRAPHER reserves to claim the legal right to use all IMAGES and work created during the course of their work for display, advertising or other promotional and marketing materials, including the STUDIO/PHOTOGRAPHER’s portfolio, website, and other media, including the name of the publication, media, CLIENT’s company name and/or brand(s) associated to the photograph, unless a written NDA or confidentiality agreement has been signed by both parties.
22. Copies of Print Publication: CLIENT will provide the STUDIO, PHOTOGRAPHER or ARTIST five (5) free copies of uses appearing in print, publication or digital media (a.k.a. “tear sheets”) at no charge.
23. Fine Art Sales: There is an additional fee of up to the entire invoice amount if CLIENT wishes to withhold from STUDIO/PHOTOGRAPHER—on completion of sale through agents, consultants, auctions or others—any names of individuals, corporate collections and/or private individuals purchasing the work.
24. Acceptance, Modifications, Governing Law: This AGREEMENT and any conditions established in the same project's estimates and invoices set forth the entire AGREEMENT between STUDIO and CLIENT in regard to the Assignment and/or the IMAGE(s). This AGREEMENT cancels or supersedes all other prior representations and AGREEMENTs between the same, whether written or verbal. Neither STUDIO nor CLIENT will be bound by any purchase order or definition, condition, representation, warranty, or provision other than expressly stated in this AGREEMENT, the invoice or the estimate, or as set forth in writing and signed by the party to be bound thereby. No waiver, alteration or modification may be made to any term or condition contained in this AGREEMENT unless in writing and signed by both parties. Waiver of any one provision of this AGREEMENT will not be deemed to be a waiver of any other provision of this AGREEMENT. This AGREEMENT will be considered accepted and binding unless objected to in writing by the sooner of the first assignment or order date or ten calendar days.
***Holding, reproducing and/or using the images and/or materials in any manner constitutes acceptance of these terms.*** The formation, interpretation and performance of this AGREEMENT will be governed by the laws of the State of Georgia and applicable Federal Copyright laws in the United States of America. All paragraph captions are for reference only, and will not be considered in construing this AGREEMENT. This AGREEMENT will be construed in accordance with its terms and will not be construed more favorable for or more strongly against either STUDIO/PHOTOGRAPHER or CLIENT.
[end] - UPDATED: 30-Mar-2018