By paying any portion of a fee to Namu Williams or Namu.Love, you are agreeing that you have read, understand and agree to these terms and conditions. This includes, but is not limited to, standard clients, work-for-hire, contractor, trade clients and clients for whom services have been donated.
This Agreement is between Namu.Love (“Photographer”) and [You] (“Client”) which includes Client’s principals, assigns, employees, affiliates and representatives. Client agrees that they have the legal authority to enter into this Agreement on behalf of themselves and/or on behalf of their employer, company or organization. Photographer’s relationship with Client is that of an independent contractor and client warrants that there is no employer/employee relationship or partnership between Photographer and Client unless otherwise expressed in writing.
“Images” means the photographic material, whether still or moving, created by Photographer 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.
USAGE RIGHTS AND OWNERSHIP:
Client acknowledges that Photographer is the Author of the Images and also the first and sole owner of all copyrights of the Images. The Images and all copyrights remain the exclusive property of Photographer without limitation. All usage rights to the Images specifically granted by Photographer to Client shall be provided to Client in writing and are not transferable without express permission of Photographer.
IMAGES ARE LICENSED FOR SPECIFIC USE(S) AND ARE NOT SOLD TO CLIENT:
Client understands and agrees that Client is not buying the Images or the rights to the Images but is instead paying Photographer for his services, the purchasing of which shall include a limited license provided to Client to use the Images in certain specific ways. Client further understands that it is possible to “buy out” the copyright at a significant fee, but only with a separate agreement and consent by Photographer.
Assuming payment has been made in full, the term of license begins upon delivery of images. Should Client fail to uphold their end of this agreement or breach any part of this agreement, Photographer reserves the right to revoke any license related to this agreement.
Unless otherwise agreed, any rights granted are always non-exclusive, non-sublicensable and non-transferable. Images may not be used in a logo, corporate identity, trademark or other service mark without express written permission from Photographer. Client agrees that they will inform Photographer if press or media request use of Images and they further agree that such use is contingent upon approval by Photographer. Client agrees that any use approval can be revoked at any time if Photographer deems such use to be detrimental to Photographer’s brand or identity.
The use of any Images 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 Photographer.
Unless copyright is bought out by Client, Photographer retains the right to use the Images in any way, shape or form, in any media or medium, for any reason, including (but not limited to) self-promotion, marketing or sale. Photographer agrees that he will always use his best judgment in any such use, and will work to protect the reputation and image of Client where possible.
PHOTOGRAPHIC INTEGRITY AND ALTERATIONS:
Client understands and agrees that Images created by Photographer are works of art and as such, Client agrees that they will not make or permit any alterations to Images, including, but not limited to, filters, additions, subtractions, or adaptations, alone or with any other material, without the prior express permission of Photographer.
At Photographer’s discretion, sessions may include editing which consists of basic changes to color tone, cropping, contrast and exposure. No sessions include retouching (blemish removal, color replacement, stray hair removal, et al) without prior agreement by Photographer. Said retouching may require an additional fee.
GENERAL LIABILITY AND RELEASES:
Photographer will take all reasonable care in the production of the Images and the performance of this agreement, but Photographer 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 Images.
Client will indemnify, defend, and hold harmless, Photographer, 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 Images.
Photographer is not responsible for obtaining model, property, trademark, copyright, or any other releases in connection with the Images unless specifically stated in this Agreement. It is Client’s responsibility to obtain all necessary permissions or permits for any Image creation or Image use that requires a release or other consents.
Should Photographer agree to deliver any releases, it is Client’s responsibility to determine whether such releases are suitable for Client’s purposes. Photographer gives no warranty or guarantee as to the legal validity of any release provided to Client by Photographer.
In any event, Photographer’s liability for all claims will not exceed the total amount paid under this Agreement.
Time is of the essence for receipt of full payment under this Agreement.
NO RIGHTS ARE GRANTED UNTIL PHOTOGRAPHER HAS RECEIVED FULL PAYMENT, INCLUDING, IF APPLICABLE, ANY INCIDENTAL FEES OR REIMBURSEMENTS.
UNLESS OTHERWISE AGREED, THE USE OF ANY IMAGES PRIOR TO FULL PAYMENT WILL BE CONSIDERED AN UNAUTHORIZED USE. CLIENT AGREES THAT THE REASONABLE AND STIPULATED AMOUNT THAT WILL BE PAID TO PHOTOGRAPHER FOR SUCH AN UNAUTHORIZED USE WILL BE DOUBLE THE INVOICE TOTAL, PER IMAGE USE, OR THE PREVAILING INDUSTRY STANDARD FEE FOR USE IF USED COMMERCIALLY, WHICHEVER IS GREATER.
Where usage rights before full payment are granted, Photographer 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 as soon as possible, but within no longer than ten days of invoice receipt.
Photographer does not provide any receipts to Client. Photographer’s invoice will serve as Client’s receipt for work performed and services rendered. When making payment, bank or other financial fees are the responsibility of Client.
CREDIT LINE AND COPYRIGHT NOTICE:
Placement of a credit line, by-line or copyright notice is required when posting any Images created by Photographer on the internet. If a credit line or copyright notice is required but not actually provided, Client agrees that the amount of DOUBLE THE INVOICE TOTAL, per image posted without credit, is the fair and reasonable compensation that will be paid to Photographer for the loss of recognition and/or lack of copyright protection, resulting from the lack of, or an improper, copyright notice or credit line.
CANCELLATIONS AND POSTPONEMENTS:
50% of the total fee is due at time of booking. This fee is not a deposit or retainer, but an actual fee and as such, is non-refundable. The remaining balance is due prior to the date of your session. If Client cancels for any reason, any and all fees paid to the point of cancellation are forfeited. If Client fails to cancel and Photographer arrives to perform his duties under this agreement but is unable to perform his duties because Client failed to notify Photographer of cancellation, or if Photographer arrives and is unable to perform his duties under this agreement due to circumstances out of his control, then Client is responsible for paying the final fee due, even if no services are actually provided. If Client needs to reschedule and it is at least three weeks prior to session date, and Photographer has an appropriate date and time open on his calendar, and assuming all other details of session remain the same, then Photographer may reschedule session, at his discretion. Any fees, incidental or otherwise, resulting from said rescheduling, are the responsibility of Client and shall be paid with haste.
If Client requests a re-shoot and if Photographer agrees, any monies paid for original session will not roll over and Client may be required to pay Photographer an additional fee of one hundred percent of the fee stated in the original quote or invoice, plus all expenses related to performing the shoot again.
FAILURE TO PERFORM:
If Photographer is unable to perform his duties under this Agreement due to illness, mechanical breakdown, accident, acts of nature or government, or any other cause beyond his control, then Photographer will attempt to reschedule session with Client. Should client be unable or unwilling to reschedule, Photographer will attempt to procure the services of an industry peer or other professional photographer to fulfill his obligations. If that does not succeed, Photographer will return any fees paid up to that point by Client and will have no further liability with respect to this Agreement, and Photographer will not be responsible or liable for any other damages beyond the amount stipulated in this Agreement.
This limitation of liability will also apply in the event that any Image is lost or damaged through equipment malfunction, or otherwise, through no fault of Photographer.
Provided Photographer has executed his duties under this Agreement in a professional and competent manner, Client agrees to pay Photographer all fees and expenses in connection with said assignment, whether or not Client uses any Images.
ARCHIVING DIGITAL FILES:
While Photographer may or may not choose to archive the Images, it is Client’s responsibility to properly store and archive the Images delivered to them, for the duration of the term of license. Photographer cannot guarantee the availability of any Images 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 Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Photographer becoming unusable for any reason.
DIGITAL FILE QUALITY:
Photographer is committed to providing high quality services. Unless otherwise specified, Photographer may deliver, and Client agrees to accept, the Images encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer determines will be suitable to the reproduction technology and use(s) for which the Images are licensed.
Photographer uses cameras and monitors that are color calibrated to industry standards, but due to variances in other monitors, software and computer platforms, the Images may display differently depending on the medium used to display them and Photographer makes no guarantee that Images will appear the same in all medium or formats..
In no event will Photographer 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 or for actions performed by 3rd party companies or entities in relation to Images provided by Photographer.
All editing is done at Photographer’s discretion. Photographer reserves the right to refuse any additional edit requests. Images are not guaranteed to be delivered in color or black and white and the decision of whether an image is created in black and white or color is at the sole discretion of Photographer in his role as creator of the art.
Sessions will be conducted at a location agreed upon by Photographer and Client. Client agrees to acquire and/or provide any/all permits or permissions necessary for Photographer to perform his services in a specific location. Client further understands and agrees that Photographer will not break any law in order to achieve the creation of Images in specific locations. Photographer is not responsible for hazards on-location and Client agrees to enter into session locations and participate at their own risk.
No other photographers/videographers, whether professional, amateur or otherwise, are allowed during sessions unless agreed to in writing by Photographer.
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 Photographer, as well as their respective principals, employees, representatives, and successors. Client and their principals and assigns, 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 Images, 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 the United States and the State of California in the County of San Luis Obispo, 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 state of California, in the County of San Luis Obispo. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favor of Photographer.
If any provision of this Agreement shall be found to 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, paying any fee, for any reason, will constitute acceptance of all terms and conditions herein.
This Agreement constitutes the entire and only agreement between Photographer 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.
Signed this date:
Client printed name:
Witness printed name: