| TERMS & CONDITIONS: "Photograph(s)" means all photographic material furnished by Photographer hereunder, whether transparencies, negatives, prints, digital files, or otherwise. Except as otherwise specifically provided herein, all photographs and rights therein, including copyright, remain the sole and exclusive property of Photographer. Any additional uses require the prior written agreement of Photographer on terms to be negotiated. Client assumes insurer's liability to indemnify Photographer for misuse of any photograph(s). Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of any use of any photographs for which no release was furnished by Photographer, or any photographs which are altered by Client. Unless so furnished, no release exists. Client shall indemnify Photographer against all claims, liability, damages and expenses incurred by Photographer in connection with any third party claim arising out of use of said material hereunder. No rights are granted until timely payment is made. Client may not assign or transfer this agreement or any rights granted hereunder. This agreement incorporates by reference Articles II and III of the Uniform Commercial Code now in existence, in the State of New York, and the Copyright Act of 1976 as amended. 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. This agreement shall be deemed to be a contract made under the laws of the United States of America and the State of New York and for all purposes shall 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 New York or the United States District Court for the District of the State of New York. Client specifically waives all rights to contest each court proceeding on the grounds of personal jurisdiction, venue and forum non-convenience. In the event of any award or judgment in favor of Photographer, or any settlement between Photographer and Client, arising from effecting and protecting Photographer's rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by Photographer and/or Photographer's legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgment, or settlement. Reshoots: Client will be charged 100% fee and expenses for any reshoot required by Client. For any reshoot required because of an act of God or the fault of a third party, Photographer will charge no additional fee and Client will pay all expenses. Cancellations and postponements: Client is responsible for payment of all expenses incurred up to the time of cancellation, plus 50% of Photographer's fee. If notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 100% fee. Weather postponements: Unless otherwise agreed, Client will be charged 100% fee if postponement is due to weather conditions on location and 50% fee if postponement occurs before departure to location. 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 one-and-one half their hourly rates. A shooting day consists of a maximum eight hour work day during regular business hours; hours worked outside these parameters are subject to additional fees. 2% of invoice amount per month will be charged for late payments. |
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