Contract

Contract

Commercial Aviation Photography Services Agreement

 

Aero Aviation Photography

Aero Aviation Photography
5875 Walden Ridge Drive, SLC, UT 84123
(801) 819-8141

[email protected]

 

Terms for Commercial Aviation Photography

SESSION SPECIFICS

CLIENT NAME(S):
TODAYS DATE:
DATE OF SESSION:
NUMBER OF FINAL PHOTOS:
LOCATION:
PHOTO TYPE/SIZE/QUALITY:

DEPOSIT:
FULL QUOTE:
PROOFS DUE:
FINALS DUE:

USAGE RIGHTS
LICENSE PERIOD: X Years
USAGE MEDIA:

Definitions

For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. In cases where The Photographer’s Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Agency” and “the Client” shall be interpreted as references to The Photographer’s Client. For the purpose of this agreement “The Photographer” will mean the Author of the Photograph, Aero Aviation Photography and/or Dave Koch. And shall where the context so admits include their respective assignees, sub-licensees and successor in title. “Photographs”, “Images”, and “Works” means all photographic material furnished by The Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed. All contracts verbal or written are only accepted on the basis that the Terms and Conditions of The Photographer are the only ones applicable. Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand byThe Photographer. Where time is of the essence The Photographer entirely at its own discretion may accept an instruction given orally, in this event The Photographer shall accept no liability for any error in executing the order. Unless The Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorized to do so. When a Client’s policy is not to rely on email confirmations, hard-copy paperwork must be supplied, if none is provided, then the email traffic will constitute a contract in law.

Scheduling and Contact Information

Requests for photography appointments should be submitted via email to [email protected] or via the Contact Form on the Aero Aviation Photography website with as much detail as possible. We will reply back within 24 hours to gather specifics. We will attempt to have a full quote back to you and verify the date, time and location of the shoot within a further 24 hours.

Once both parties have acknowledged the date and time of the appointment, this contract is signed and a deposit paid, the appointment will be considered “booked.” The appointments made, dates discussed for shoot and time reserved are not held for client until this contract is signed and deposit made. If either the contract is not signed or deposit is not made ten (10) days before the scheduled DATE OF SESSION (above), this appointment will be considered canceled by The Client.

At the Shoot

The Client is responsible for the presence of an authorized representative at the shoot to approve The Photographer’s interpretation of the project. If a Client or client representative is not present, The Photographer’s interpretation shall be deemed acceptable and final. The Photographer will make every effort to shoot to the assignment as expressed by The Client. If on seeing the images proofs the client changes the parameters of the assignment (either through omission in the original instructions or by new information in the images), or requests a reshoot, the reshoot will be at an additional fee similar to the rates of the first shoot.

While The Photographer will frame to shoot the most interesting, compelling or pretty shot possible, The Photographer will not make any physical changes to the actual location of the shoot. Client is expected to have the property staged, set up and cleaned prior to the photo shoot or accept the current condition of the property. (Some editing may be done after the fact via Photoshop, at additional charge and subject to The Client’s direction and approval. We do not guarantee the acceptability or usability of such editing.)

If The Photographer is kept waiting while the property is made ready or asked to return when the property is ready after the client agrees to a specific date and time for the shoot, additional charges as outlined on our site will apply.

After the Shoot – Deliverables

Once the images have been made, The Photographer will perform digital retouching and deliver the still photos as follows, unless otherwise specified. (Days are defined as standard work days, excluding holidays and weekends)

  • Day 1 – Shoot Day (Or the last day of a multi-day shoot)
  • Day 10 – Proofs delivered by 8pm MST
  • Day 10 after proofs returned – Final Images Delivered by 8pm MST

The Photographer will deliver downloadable, limited-quality, unedited “proof” images to The Client no more than thirty (30) after the shoot. The Client will then have the following thirty (30) days to assess the images and provide The Photographer with a written call out of the final 80-100 images The Client would like edited and delivered, including specific instructions for the editing of any specific images. The Photographer will then edit images to The Client specifications, and return those finals sixty (60) days from the receipt of The Clients pick list.

WE DO NOT DELIVER RAW OR UNEDITED FILES. If Proofs are sent, they are for Client approval process only, and may not be used on any live site or for any use other than for client to approve or make notes for final edits. Any other use of Proof Images will be considered a MATERIAL BREACH of this contract.

Delivery is via DropBox or Google or similar download link sent to the email address(es) you supply. All images will be delivered in the format listed above in SESSION SPECIFICS section. This delivery and notice via e-mail shall be deemed completion of this contract in full by The Photographer and R\E Photography UTAH. A USB thumb drive can be provided for an additional fee.

Photographer Responsibilities

The Photographer is responsible for all camera and lighting gear at the shoot, and is in charge of the set during the shoot.  While not a complete list, The Client will furnish, at their expense, to furnish the following:

  • All transportation, including airfare at first class level;
  • Hotels for the duration of the shoot;
  • Permits and access to the locations;
  • Electrical access including batteries and power cables;
  • Assorted grip equipment sourced at shoot site.

Additional Costs

The fees quoted by The Photographer are for the original job description as presented by The Client. Any subsequent changes, whether made orally or in writing, may result in additional charges. The Client agrees to cover all reasonable costs incurred by The Photographer in completing this assignment, whether originally invoiced or not. The Client agrees to cover these additional expenses if reasonable and in the spirit of the original quote. The Photographer will make reasonable effort to immediately notify Client of additional expenses, in person is possible or via e-mail text or phone, at the time they are incurred. Changes to client brief may not be accurately quoted by The Photographer on location as The Photographer is in photography mode, not business mode. Circumstances at the shoot may dictate additional time or effort required not originally anticipated in Client brief or invoiced.

Cancellation, No-Show and Inclement Weather Policy

If cancellation or re-scheduling is necessary, please do so with a minimum of ten (10) days’ notice and will be subject to a twenty-five percent (25%) of deposit plus costs incurred to date. Any shoot canceled within forty-eight (48) hours of a booked appointment is subject to a fifty percent (50%) of deposit Cancellation Fee plus costs incurred.

If the weather is inclement, we will continue with all indoor shooting, and reschedule exteriors for the next clear day. There will be no financial penalty to either party for weather delays.

Rejection

Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of format, style, suitability for use or composition.

Copyright

The Photographer retains the entire copyright in the Photographs and Works at all times, throughout the World and Where reproduction of Works has taken place and settlement has not been made, The Photographer will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988.

Alteration of Images

Unless prior agreement is reached and an additional license paid for in advance, THE CLIENT will have no rights to alter images except in regard to size and crop of full size image as furnished by The Photographer. THE CLIENT has no right to alter, change, edit, add to (or subtract from) or create derivative works from the original (whether minor or transformative in nature).

Ownership of Materials

Title to all Photographs remains the property of The Photographer. When the License to Use has expired the Photographs must be returned to The Photographer in good condition within thirty (30) days and any archived digital files destroyed. Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice. CLIENT HAS NO RIGHTS UNDER THIS LICENSE TO TRANSFER THEIR LICENSE TO ANY THIRD PARTY OTHER THAN WHAT RIGHTS ARE SPECIFICALLY INCLUDED IN THIS AGREEMENT.

Payment

Deposit is due before work begins. Invoice is due and payable on receipt, and we invoice final on delivery of images. Images are not released for use by Client until the final invoice is paid in full and received by The Photographer. If we have delivered proofs and final images are not chosen by The Client fifteen (15) days after the delivery of proofs and other arraignments are not made, images are deemed accepted by the client and we reserve the right to bill for the delivery of final images. Invoice in full is due even if images are not used for the full duration of license term, or even if the images are not used at all. No discount or favor will be granted The Client if they of their own volition decide not to use the images.

Charges billed to The Client are for The Photographer’s time, experience, expertise, and work in preparing for, producing, shooting, and editing the assignment, and for licensing of images produced; The Client is NOT purchasing the actual images or copyrights thereof, but paying for the licensing of those images and the work, travel time and costs to create them.

Unless other and prior arraignments are made, The Photographer considers invoices due on receipt, overdue at thirty (30) days past the date of receipt, and grossly overdue at sixty (60) past the date of receipt. Invoices overdue after sixty (60) days will be charged an additional one and one-half percent (1.5%) interest per month from day sixty-one (61), compounded monthly or part thereof for each thirty-day (30) period overdue, backdated to invoice date. Should an invoice be referred to collections, an additional thirty (30%) will be added to the total billing to cover collection costs. Additionally, reasonable collection costs, attorney fees and court costs incurred by Receivables Management Services (RMS) may be added to the final amount due. Licensing of images may be suspended or revoked if accounts are grossly overdue, and client may be charged additional usage fees if images are used.

In case of failure to faithfully perform the terms and covenants herein set forth, The Client shall pay all costs, interest, expenses, and reasonable attorneys’ fees resulting from the enforcement of this agreement or any right arising out of such breach.

If The Photographer cannot perform this agreement in whole or in part due to a cause beyond the control of the parties, changing of details that no longer fit with the photographers’ originally agreed terms or due to Photographer’s illness or injury, then The Photographer will return all fees to the client(s) but shall have no further liability with respect to this Agreement. This is the parties’ entire agreement on this matter, superseding all previous negotiations or agreements.

Failure to Comply

In the event of an emergency, equipment failure or other unforeseen circumstance which prevent us from taking the agreed pictures, we agree to reschedule at the first available opportunity available to both The Photographer and Client. If the Client would elect to fully cancel, The Photographer will return any money given up to that point (less any actual expenses) but claims no further liability. This limitation on liability shall also apply in the event that photographic materials are damaged in processing, lost through camera malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of The Photographer. In the event The Photographer fails to perform for any other reason, The Photographer shall not be liable for any amount in excess of the retail value of the Client’s order.

Substitution

The Photographer may substitute another photographer to take the photographs in the event of The Photographer’s illness or of scheduling conflicts. In the event of such substitution, The Photographer warrants that the photographer taking the photographs shall be a competent professional.

Licensing of Rights

The Photographer licenses the images subject to this contract to The Client. The Client may assign usage rights to sub-agencies, clients, and media entities so long as the scope of usage remains within the original license. The usage licensed to The Client shall be:

  • For a term of an agreed upon number of years (from delivery of final images and final payment)
  • For uses outlined and agreed to
  • At medium resolution (2000 pixels on the long side)
  • Sub-licensable by The Client during the term of this contract
  • Non-exclusive
  • Additional license terms are available

Grant of License

The Photographer owns Photographs (the “Authored Work”). In accordance with this Agreement, The Photographer grants The Client a non-exclusive license as described above to Use the photos and sub-license the photos for use for an initial (and extendable) term of three years. The Photographer retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.

Rights and Usage

The License to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Photographs before payment in full of the relevant invoice(s) without The Photographer’s express permission in writing. Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. Note: A written agreement must be reached with The Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the license to use further charges will be made. Any reproduction rights granted are by way of license only and no partial or other assignment of copyright shall be implied. On the Client’s death or bankruptcy or (if the Client is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any license granted shall immediately cease.

Exclusivity

Licensing to The Client is non-exclusive to The Client, and is non-transferable unless specifically addressed in an additional Licensing of Rights document executed by The Photographer. Any usage of the images by a third party, including but not limited to, architects, builders, stagers, designers, sellers or buyers, with or without the permission of The Client is strictly prohibited. The Client is specifically prohibited from sharing any images, and is mandated to refer any inquiries from third parties for usage to The Photographer. Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Agency and/or The Client. The Photographer retains the right in all cases to use or sell the Photographs and at their digression. Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences, and for appropriate additional fees.

Unauthorized Use

The Client shall promptly advise The Photographer if The Client becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

Guest Photography

It is understood The Photographer will act as the sole and exclusive photographer at this event. The Photographer reserves the right to bring one or more assistants at his discretion. Since flashes from other cameras may disrupt or even ruin shots taken by The Photographer, the Client acknowledge(s) that they are responsible for notifying all of their guests that guest photography is not permitted at any time while the professional photographer is in session. The formal photography time is for the exclusive use of The Photographer to capture specific images. Due to time constraints and the need for subjects to pay full attention to the professional photographer, guest photography is requested to be done at a separate time.

Client Confidentiality

The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable The Photographer to carry out his/her obligations in relation to the commission. Aero Aviation Photography is always amenable to signing Non Disclosure Agreements (NDA’s).

Indemnity

It is The Client who must satisfy himself/herself/it’s self that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained. It is acknowledged that The Photographer gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or Works of art depicted in any picture. The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. In all other cases The Client shall indemnify The Photographer against all expenses, damages, claims, and legal costs arising out of any failure to obtain such clearances. The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by The Photographer, R\E Photography UTAH, Dave Koch, their employees, or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.

Electronic Storage

Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of The Photographer. Manipulation of the image or use of only a portion of the image may only take place with the written permission of The Photographer. Digital Data is stored by The Photographer on the understanding that The Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from The Photographer’s archive.

Applicable Law

This agreement shall be governed by the Laws of the State of Utah, and the United States.

Severability

If any part of this agreement is declared unenforceable or invalid, it shall be deemed removed from the contract and the remainder will continue to be valid and enforceable.

WAIVER AND INDEMNIFICATION

Client and it’s agent’s, family members and assignee’s, if any, shall indemnify, and hold harmless, The Photographer, R\E Photography UTAH and DAVE KOCH from any and all claims for damages arising out of the performance of any of the services contemplated by this Agreement with the exception of intentional or illegal acts.

By signing (or e-signing) this form, the parties agree that they fully understand and will be bound only by the terms above. Hiring and posting a deposit for photographic services implies acceptance in full of this agreement. Any other terms beyond the scope of what is spelled out specifically in this agreement must be agreed to in writing. Otherwise, the above terms will be considered the consolidated, exclusive terms between the parties.