Terms of Service

Definitions:

Images means any photographic material, whether still or moving, or digital art created by the Photographer for a Client pursuant to an Agreement.

Photographer refers to Charles Unitas of Unitas Photography LLC and is considered the creator and author of all images and related materials created for a client.

Client refers to any person, association or entity, or any person acting on behalf of and with the authority of that client, requesting images and related services.

Usage Rights and Ownership:

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 the Agreement, any grant of rights is limited to a term of one (1) year from the date stated and to usage, according to the Licensing Terms stated in the Agreement, in North America.

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.

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.

Exclusivity: Images may be either Exclusively or  Non-exclusively used by you. The default is an exclusive use license.

Perpetuity: The license may be Perpetual or Limited to a specified number of years.

Use Type: How an image can be used is either Unlimited or Limited to a stated type such as media usage, print run size, etc.

Location:Where an image can be used can be Regional, North American or Worldwide.

Transferability: Unless otherwise stated, all images are Non-transferable.

Photographer grants to Client the right to reproduce, transmit and display, in whole or in part, including derivative works, with respect to Photographer's Images or Videos identified in the Invoice. The use of the licensed Images are strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in their Agreement (including the Invoice).

All other rights to the Images, Videos and accompanying materials (if applicable), including without limitation, Copyright and all other rights, are retained by Photographer. All rights not specifically granted are retained by Photographer. Client may alter, crop, modify or adapt the Images solely to meet original requirements. Client may make a backup copy of the content for internal backup purposes provided Photographer's copyright and any image identifying information embedded with the digital file is retained with the file.

Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement. Client may not use nor permit the use of the licensed Image(s) beyond the terms of this Agreement, including any electronic reproduction or promotional rights, without first obtaining an additional license.

Restrictions:

Except as provided in the Agreement, Client may not...

...sublicense, sell, assign, convey or transfer any of its rights under this Agreement to any third party, including franchisees, employees, distributors, suppliers or other affiliates.

...sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.

...incorporate the Images into a logo, trademark or service mark.

...distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile devices.

...use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.

...use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

...falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the images.

Duration:

This license will commence upon the date of final payment and, unless stated as Perpetual, will be in effect for the length of the license as specified in the Agreement, at which time the option to renew the license will become available. Any additional licensing rights required in the future, beyond what is stated above, will need to be negotiated separately and amendments made to this existing agreement.

Return and Removal of Images:

Client assumes insurer’s liability (a) to indemnify Photographer for loss, damage, or misuse of any Images, and in the event of termination or expiration of the license (b) to return all tangible 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 also 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 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.

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 no more than One Thousand Five Hundred Dollars ($1,500), or such other amount if a different amount is set forth elsewhere. Reimbursement for loss or damage of each non-digital duplicate image shall be in the amount of One Hundred Dollars ($100).

Reimbursement for loss or damage of each digital file shall be in the amount of no more than 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 elsewhere.

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.

Attribution:

Unless otherwise specified in this licensing agreement, all commercially published usages of Images do not require them to be accompanied by written credit to the Photographer or copyright notice. If placement of a credit or copyright notice is specified, then credit or notice is required. If credit is specified and 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.

Alterations:

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 Indemnity section below.

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.

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.

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.

Disputes:

Except as provided in 'Federal Jurisdiction' below, any dispute regarding this agreement shall, at Photographer’s sole discretion, either:

1. be arbitrated in Shelton, Connecticut, under rules of the American Arbitration Association and the laws of Connecticut; 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,

2. be adjudicated in Shelton, Connecticut, under the laws of the United States and/or of Connecticut.

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.

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.

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 11/2 times their hourly rates.

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.

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 apply irrespective of the reasons for them, specifically including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.

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