Commercial Aviation Photography Services Agreement
Aero Aviation Photography
5875 Walden Ridge Drive, SLC, UT 84123
Terms for Commercial Aviation Photography
DATE OF SESSION:
NUMBER OF FINAL PHOTOS:
LICENSE PERIOD: X Years
TERMS AND CONDITIONS
- Definitions and terms: This Agreement is by and between Commercial Photography Utah (Licensor / Photographer) and CLIENT (Client), its heirs, successors and representatives. Licensor is an independent contractor, and that neither Licensor, nor Licensor’s employees or contract personnel are, or shall be deemed to be, employees of Client. “Image” or “Photograph” refers to the visual, in any form, including as digital information, supplied by Licensor to Client. “Service” refers to the photography, related digital or other post- production services Client is commissioning Licensor to perform. “Written consent” includes email correspondence if receipt of the email correspondence is confirmed. “Property” is the subject intended for photography, representing real assets owned or overseen by the Client, which they aim to capture in images. “Proofs” are preliminary, mostly unedited visuals sent to the Client to select their preferred final images. All paragraph captions in the Agreement are for reference only.
- Direction and interpretation: If the Client wishes to direct or approve the Photographer’s interpretation of the project, an authorized representative must be present during the shoot. In the absence of an authorized representative or specific written instructions, the Photographer’s interpretation of the project will be considered as correct, acceptable and final. The approach and technique in creating the Photographs is solely the Photographer’s decision. The Client does not have authority over the Photographer’s method or manner of work under this Agreement. Photographer guarantees that all delivered works and images will be original creations, specifically crafted for the Client.
- Photo Ready: “Photo-ready” refers to the state of the property as prepared by the Client, indicating it is set for photography. This is determined at the time of the appointment scheduled by the Client. The Photographer’s role is to photograph the property as presented. They will not assess the property’s cleanliness, readiness, or arrangement but will assume it is presented as the Client intends. While the Photographer will make reasonable efforts to clear any obvious distractions or stray items, the final responsibility for preparing the scene lies with the Client. Some changes might be made post-shoot using software like Photoshop. Such edits will incur additional charges and will only be executed under the Client’s direction and approval. The Photographer doesn’t guarantee the outcome or acceptability of these edits.
- 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. If Client is unhappy with the photos, they must, first, specify the reasons for their displeasure. The Photographer will then, at their discretion, either re-edit or reshoot. If a reshoot is necessary, the property must be made available promptly. If satisfaction still isn’t achieved, the Client may receive a refund of up to half the total fees, minus any proven expenses, and all rights to the images will revert to the Photographer. Any usage of the images must be ceased immediately, with all associated costs borne by you. Images cannot be used by the Client in the future for any purpose.
- Delivery and Usage: Images will be delivered through services like DropBox, Google download, or a similar platform. The link for download will be sent to the provided email address(es). Delivered images will be in JPG format, sized at 4000px on the longer side and with a resolution of 72 dpi. Additional sizes, resolutions or crops can be requested. We do not provide raw or unedited files. Proofs are solely for approval or feedback purposes. They cannot be displayed on any public platform or used beyond the scope of the approval process. Licensor will endeavor to maintain backups of all images for the duration of the original license. However, this does not guarantee the availability of the images to the Client. The Client is strongly advised to create and retain their own backups as soon as the images are delivered. Should the Client require images from the Licensor’s archives, a fee might be charged for this service.
- Revisions & Additional Editing Fees: After delivering our edited images, we offer two rounds of revisions per image at no extra charge. Acceptable revisions under this clause are limited to adjustments in color, contrast, exposure, or cropping. Revisions beyond the initial two, or any modifications involving object removal or advanced Photoshop techniques, will incur a fee of $125/hour, with a minimum charge for ½ hour.
- Alteration of Images: Without a prior agreement and an additional license fee paid in advance, Client is limited to resizing or cropping the images provided by the Licensor. Beyond these allowed modifications, Client cannot modify, edit, combine, or create derivatives from the original images. The Client must not change, remove, or alter image metadata. Unauthorized alterations to metadata violate the Digital Millennium Copyright Act. Any desired changes beyond resizing or cropping require Licensor’s explicit consent in advance.
- Payment: A retainer, comprising 50% of photography fees and 100% of estimated travel costs, is required to reserve the photography date and facilitate necessary reservations. The balance, including the remaining photography fees, added licensing, edit fees, and adjusted travel costs, is due within 14 days from the final invoice date. Any payment made after the 14-day window may incur late fees. Both the Client and their representatives hold joint responsibility for the complete payment of all fees, charges, and advances as outlined in this Agreement. The Client cannot use the images until the final invoice is settled in full.
- Rights: Licensor is the sole creator and sole copyright owner of the image(s). Except for rights specifically licensed or transferred elsewhere in this Agreement, Licensor reserves all rights in the image(s) without limitation, and including digital or electronic publishing and use rights in any and all media now existing and yet unknown throughout the world.
- Licenses: Unless otherwise stated in this Agreement, all licenses are non-exclusive and limited to English language use in the United States of America only. The license lasts for three years from the date of Licensor’s invoice, and is renewable. The licensed rights are not transferred until and unless Client accepts all terms contained in this agreement, and Licensor receives full payment for images and services rendered. Upon the license’s expiration or revocation, the Client must cease all usage, return physical Photographs to the Licensor within 30 days, and delete all digital copies. Any associated removal or deletion costs will be borne by the Client.
- Full Ownership: Licensor has full rights to all the images covered in this agreement, and the power, right and authority to license them to Client. Licensor has the full and unencumbered right, power and authority to enter into this Agreement and to grant the license rights granted by Licensor to Client hereunder.
- Release: Unless the Licensor provides a separate, signed release from third-party entities like models, property owners, or trademark holders, the Licensor does not claim to have secured any of those third-party rights in the image. Absence of such a release means that no underlying rights for the image have been obtained.
Reshoots: If the Client requests a reshoot or service redo, they are responsible for covering 100% of the Licensor’s fees, charges, and related expenses. Exceptions to this are if the reshoot is necessary due to a technical malfunction, such as equipment failures, defective materials, or processing issues, resulting in loss or damage of the image before its delivery. In case of such technical issues, the Licensor will perform a reshoot or redo the service without additional service fees, provided the Client covers any related charges and has fully paid for the original image or service.
14. Contract Term: The terms of this contract shall remain valid for the entire duration of the image license.
- Assignment: Client shall not assign any of its rights or obligations under this agreement without the written consent of the Licensor. Licensor will not consent to such transfer or assignment unless the assignee or transferee agrees in writing to be bound by all terms of this Agreement.
- Termination and Cancellation Policy:
Cancellation by Photographer:
If the Photographer cancels the contract (unless due to force majeure or conditions beyond their control), all funds and deposits paid by the Client will be refunded. This includes any costs borne by the Photographer in preparation for the shoot. Beyond these refunds, the Photographer shall not be held liable for any further compensation.
Cancellation by Client:
Cancellation made prior to 120 hours before the scheduled shoot or flight time (whichever comes first): The Client is liable to pay 10% of the agreed-upon fees plus any expenses already incurred by the Photographer. Cancellation made inside of 120 hours or before the scheduled shoot or flight time (whichever comes first): The Client is liable to pay 25% of the agreed-upon fees plus any expenses already incurred by the Photographer. Cancellation made inside of 72 before the scheduled shoot or flight time: The Client is liable to pay 50% of the agreed-upon fees plus any expenses already incurred by the Photographer.
Cancellation made within 24 hours before the scheduled shoot or flight time: The Client is liable to pay 100% of the agreed-upon fees plus all incurred expenses.
Please note: Any funds already deposited will be adjusted against the above-mentioned liabilities.
- Client Confidentiality: The Licensor is committed to safeguarding the confidentiality of any information shared by the Client. Under no circumstances will such confidential information be disclosed to third parties, unless deemed necessary for fulfilling the Licensor’s obligations related to the photography commission.
- Limitation of liability: Client shall indemnify, defend and hold harmless Licensor and Licensor’s representatives from any and all claims, liabilities, damages and expenses of any nature, including attorney’s fees, investigation costs and court costs arising from or relating to Client’s direct or indirect use of the image, or in connection with Licensor’s reliance on any representations, instructions, information or materials provided or approved by Client. Licensor shall not be liable for general, consequential, incidental or special damages arising from this agreement, the service rendered, the images or any acts of omission by Licensor regardless of the circumstances of such omissions.
Force majeure. Licensor and/or Client shall not be in default of this agreement if a delay or failure to perform results from an occurrence beyond his or her reasonable control and without his or her fault or gross negligence.
20. Severability: If a court of competent jurisdiction deems any provision, or portion thereof, of this Agreement as invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision. The remaining provisions of this Agreement will remain in full force and effect, consistent with applicable law.
- Default: Any action to enforce any term of this agreement or any matter arising out of this agreement shall be brought in the state of Utah, the Licensor’s principal place of business. If Licensor prevails in any action brought to enforce the terms of this Agreement, Licensor will be entitled to recover actual attorney’s fees, court costs and all other non-reimbursable litigation expenses, such as expert witness fees and investigation costs.
- Modification, governing law and miscellaneous: This Agreement constitutes the entire understanding and agreement between Licensor and Client regarding the image or service commissioned by Client. This agreement supersedes any and all prior written or verbal representations and agreements between Client and Licensor. No waiver or modification may be made to this Agreement unless in writing and signed by both Client and Licensor. Waiver of any one provision of this Agreement shall not be a deemed to be a waiver of any other provision of this Agreement. The formation, interpretation and performance of this agreement shall be governed by the laws of the state of Licensor’s principal place of business, excluding the conflict of law rules of that state.