This Agreement is between Foxx Studio (“Photographer/Video & Designs”) and [You] (“Client”). Client agrees that it has the legal authority to enter into this Agreement. Photographer’s relationship with Client is that of an independent contractor.
“Image(s)” means all visual representations delivered to Client whether captured, delivered, or stored, in photographic, magnetic, optical, electronic, digital, analogue, or any other, media.
2. USAGE RIGHTS and OWNERSHIP:
Client acknowledges that Photographer is the author of the Image(s) and also the first and sole owner of all copyrights of the Image(s). All Images and copyrights remain the exclusive property of Photographer without limitation. All usage rights to the Image(s) specifically granted by Photographer after receiving all payments in full. Client understands and agrees that it is not buying the Image(s) but is paying only for a license to use the Image(s)
The use of any Image(s) will not constitute a work of joint authorship.
Unless otherwise agreed, Photographer retains the right to use any Image(s) for his self-promotion.
3. PHOTOGRAPHIC INTEGRITY and ALTERATIONS:
Client will not make or permit any alterations, including, but not limited to, additions, subtractions, or adaptations, with respect of the Image(s), alone or with any other material, without the prior express permission of Photographer. Normal reproduction adjustments for color, contrast, brightness, sharpness, and cropping, are permitted.
Any alteration or modification of the Image(s) will not constitute a work of joint authorship.
4. GENERAL LIABILITY and RELEASES:
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, arising from Client’s use of the Image(s).
Photographer is not responsible for obtaining model, property, trademark, or other releases in connection with any Image(s) unless specifically stated in this Agreement. It is Client’s responsibility to obtain the necessary permissions for any Image uses that require a release.
It is Client’s responsibility to determine whether any releases delivered by Photographer are suitable for Client’s purposes.In any event, Photographer’s liability for all claims will not exceed the total amount paid under this Agreement.
NO RIGHTS ARE GRANTED UNLESS AND UNTIL PHOTOGRAPHER HAS RECEIVED FULL PAYMENT. ANY USE PRIOR TO FULL PAYMENT WILL BE CONSIDERED AN UNAUTHORIZED USE.
All invoices are due upon receipt. Adjustments of amounts or terms must be requested within 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.
6. CANCELLATIONS and POSTPONEMENTS:
To do our best work, we focus on only one client per day. Once Client and Photographer have agreed to time(s) and date(s) for a photography assignment, Photographer will not accept work from any other client for the same time(s) and date(s).
Where Client postpones or cancels an assignment, Client will pay all expenses incurred by Photographer up to the time of postponement or cancellation, plus all fees for any subcontractors booked for the assignment, and:
(a) Thirty-five percent of Photographer’s fees for postponement, or cancellation, less than two weeks from the scheduled time, or
(b) Fifty percent of Photographer’s fees for postponement, or cancellation, , less than two weeks from the scheduled time
If the same assignment is rescheduled for a later date, full fee and any additional expenses will be charged for the actual shooting.
Any deposits paid on booking become non-refundable for cancellation, or postponement, less than five business days from the date of photography.
Fees for cancellation or postponement will apply irrespective of the reasons for the cancellation or postponement. However, Photographer understands that life doesn’t always happen as planned and consideration will be given in any such circumstance.
7. FAILURE TO PERFORM:
If Photographer is unable to supply his photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond his control, then Photographer will attempt to procure the services of another professional photographer to fulfill his obligations. If that does not succeed, Photographer will return any fees paid 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 of this Agreement.
This limitation of liability will also apply in the event that any Images are lost or damaged through equipment malfunction, or otherwise, without the fault of Photographer.
8. ARCHIVING DIGITAL FILES:
While Photographer may choose to archive the Image(s), it is Client’s responsibility to properly store and archive the Image(s) for the duration of the term of license. Photographer cannot guarantee the availability of any Image(s) 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.
9. DIGITAL FILE QUALITY:
Photographer is committed to providing high quality services.
Photographer uses cameras and monitors that are color calibrated to industry standards. But due to variances in other monitors, software and computer platforms, the Image(s) may display differently on other monitors. Therefore, neutrals will be set for mathematical neutrality and color will be adjusted for pleasing tonalities.
It is Client’s responsibility to verify that the digital data, including color profile, if provided, are suitable for reproduction of the expected quality and color accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Photographer’s sole obligation will be to replace or repair the data, but 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.
10. 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. Client is 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 Image(s), 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 Texas, 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 Harris County, Texas. 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 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, use of any Image(s) by Client will constitute acceptance of all the above terms and conditions.