casey and her camera | Photography License Agreement
This Photographic Images License Agreement (the “Agreement”) is entered into between , an located at (“Licensee”), and casey and her camera LLC d/b/a casey and her camera, an Indiana limited liability company (“Photographer”) on the date of Licensee’s execution of this Agreement as indicated in the electronic signature block of this Agreement (the “Effective Date”).
WHEREAS, Photographer is the owner of various originally produced photographic images as described in Section I below; and
WHEREAS, Photographer is the owner of the copyright rights to the photographic images; and
WHEREAS, Photographer has a license to the rights of publicity of all of the models that are the subject of the photographic images; and
WHEREAS, Photographer has the sole and exclusive right to sell, license, or authorize the use of the photographic images; and
WHEREAS, Licensee desires the right to use certain of the photographic images produced by Photographer for commercial purposes; and
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and other valuable consideration as hereinafter described, the parties hereto agree as follows:
TERMS AND CONDITIONS
I. PRODUCTION OF IMAGES; CREATIVE FEES AND EXPENSES:
a. Production of Images. Upon full execution of this Agreement and receipt of the Creative Fees and Expenses (as defined below), Photographer agrees to conduct photography shoots (“Photography Shoot(s)”) of consenting families of models (“Model Families”) to produce photographic images (the “Images”) for eventual submission to Licensee for review and consideration for possible licensing under the terms of this Agreement. Photography Shoots shall be in one-half (1/2) day sessions of approximately four (4) hours or full-day sessions of approximately eight (8) hours. One-half (1/2) day sessions shall include 1-2 Model Families and full-day sessions shall include 3-4 Model Families. Licensee must indicate which type of Photography Shoot it is engaging Photographer for.
b. Creative Fees and Expenses. As compensation to Photographer for the production of the Images at the Photography Shoots, Licensee agrees to pay Photographer the following creative fees in consideration and recognition of Photographer’s experience, reputation, and skill as well as Photographer’s inability to schedule other licensees or clients during the time that Photographer conducts the Photography Shoots (the “Creative Fees”).
For one-half (1/2) day Photography Shoots, Licensee agrees to pay Photographer a Creative Fee of $ .
For full-day Photography Shoots, Licensee agrees to pay Photographer a Creative Fee of $ .
Licensee has requested that Photographer conduct the following Photography Shoots for total Creative Fees of $ :
In addition to the Creative Fees, Photographer shall be entitled to reimbursement for reasonable expenses related to the Photography Shoots including but not limited to mileage, permit fees, and, if multi-day Photography Shoots are requested by Licensee hereunder, per diem meal expenses and lodging expenses (collectively, the “Expenses”).
For the Photography Shoots requested by Licensee hereunder, Photographer’s total Expenses are $ . Comprised of the following:
Creative Fees and Expenses are payable by Licensee to Photographer up front on the Effective Date of this Agreement and, except as specifically provided in subsection (c) below, are non-refundable. Photographer will not book/schedule any requested Photography Shoots unless and until the Creative Fees and Expenses have been paid in full. Upon receipt of the Creative Fees and Expenses, Photographer will schedule the Photography Shoots and inform Licensee of the time and date of the Photography Shoots.
c. Rescheduling/Failure to Perform. In the event that the Model Families or Photographer must reschedule a Photography Shoot, Photographer will notify Licensee of the new Photography Shoot date and a new agreement will not be required. If Photographer has to cancel a Photography Shoot due to illness, emergency, fire, casualty, strike, act of God or causes beyond the control of Photographer, Photographer shall make every attempt to reschedule the Photography Shoot. If Photographer is not able to reschedule a Photography Shoot within ninety (90) days of the originally schedule Photography Shoot, Photographer shall return the Creative Fees and Expenses and Licensee shall have no further liability hereunder. Further, if Photographer is unable to deliver Images to Licensee due to technological malfunctions, including but not limited to the equipment operation and image processing, or Images are otherwise lost or damaged without fault of Photographer, at Photographer’s election, Photographer may either conduct another Photography Shoot or refund the Creative Fees and Expenses paid by Licensee.
d. Completion Schedule. Two (2) weeks after the completion of the scheduled Photography Shoot(s), Photographer shall make available to Licensee an online gallery website with no less than thirty (30) Images per Photography Shoot to select from. Licensee may select expedited delivery of the online gallery website for an additional fee of $ . If Licensee opts for expedited delivery, Photographer shall make the online gallery website available to Licensee days/weeks
weeks after the completion of the scheduled Photography Shoot. Upon delivery of the online gallery, Licensee shall have thirty (30) days to notify Photographer of its selection of Images for licensing. Upon delivery of the selected Images by Photographer to Licensee for utilization, the online gallery shall be closed and Photographer shall have no further obligation to preserve the Images in any digital or print form.
e. Photographic Materials. All photographic materials, including but not limited to negatives, transparencies, proofs, and previews, generated during the Photography Shoot(s) shall be the exclusive property of Photographer. No products, including digital files, will be released to Licensee except pursuant to any license granted hereunder.
f. Artistic Rights. Photographer retains the right of discretion in selecting the Images released to Licensee for consideration for licensing. Photographer also retains the right to make adjustments to the Images in post-processing as Photographer deems within their creative control. Additional processing may be requested by Licensee at a cost of $75.00 per file. At no additional charge, Photographer will provide Licensee with black and white conversions of any selected Images requested up to thirty (30) days after delivery of the online gallery website.
Photographer shall make reasonable efforts to obtain, but cannot guarantee delivery of, specific types of photographic images at Photography Shoots as requested by Licensee. Photographer shall be held harmless for any and all photographic images requested by Licensee, but not obtained, during the course of the Photography Shoots.
g. Substitute Photographer. If due to illness, emergency, fire, casualty, strike, act of God or causes beyond the control of Photographer, Photographer will have to cancel a scheduled Photography Shoot unless a substitute photographer is utilized, Photographer reserves the right to substitute with another photographer at any scheduled Photography Shoots. The substitute photographer is chosen at the discretion of Photographer and does not constitute a breach of this Agreement. Photographer warrants that any substitute photographers shall be of comparable quality, skill and professionalism.
II. THE LICENSE:
a. All Images captured and/or created by Photographer in connection with the Photography Shoots, including any copyrights and other intellectual property rights related thereto, shall remain the sole and exclusive property of Photographer.
b. Photographer hereby grants Licensee the revocable exclusive/non-exclusive
non-exclusive right (the “License”) to utilize certain Images selected from the online gallery website provided by Photographer (the “Licensed Images”), subject to the following terms:
c. Licensee may select no more/less
less than of the Images for licensing hereunder as Licensed Images.
d. Licensee must pay Photographer a licensing fee of $ per Licensed Image, payable upon invoicing by Photographer (the “License Fees”).
e. Licensee may use the Licensed Images for years/months/weeks/days
years beginning from delivery of the selected Images to Licensee by Photographer.
f. The use of the Licensed Images is limited to the following commercial uses:
g. Licensee may use the Licensed Images only in the following territory/territories:
h. The grant of this License shall not be assignable or sub-licensable by Licensee without the prior written consent of Photographer.
i. Licensee understands and acknowledges that Photographer retains a right to utilize the Licensed Images for its own commercial purposes without any compensation to Licensee or reduction or refund of any Licensing Fees paid by Licensee hereunder. Further, Licensee understands and acknowledges that the Model Families will receive copies of the Images, including the Licensed Images, and may utilize them for their own non-commercial, personal purposes without any compensation to Licensee or reduction or refund of any Licensing Fees paid by Licensee hereunder.
III. USE OF LICENSED IMAGES:
a. Licensee agrees to utilize the Licensed Images in a commercially reasonable manner and in such manner that will not harm the professional reputation of Photographer. Licensee agrees not to utilize the Licensed Images in any pornographic, illegal, libelous, scandalous, or such other manner that would tend to damage the image and reputation of Photographer or the Model Families.
b. It is understood that any commercial use of any of the Licensed Images by Licensee must be of a workmanlike quality acceptable to Photographer, who shall evaluate such acceptability in accordance with traditional standards of good faith and fair dealing.
c. Upon receipt of a timely disapproval by Photographer, Licensee may submit changes or revisions which Photographer will approve or disapprove in the manner described in Clause III(C) above.
d. Photographer and Licensee shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this Agreement.
a. Licensee hereby covenants and agrees to affix a proper copyright notice to any Licensed Images utilized under this Agreement. Such notice shall properly identify Photographer as the owner of the Licensed Images.
b. Licensee acknowledges that Photographer shall remain the sole author, sole owner and sole copyright claimant of any Licensed Images and does not transfer ownership or control of said copyrights except as hereto agreed.
V. ACKNOWLEDGMENT OF RIGHTS:
During the term of this Agreement and at all times thereafter Licensee acknowledges and agrees not to contest, or assist or induce others to do so, Photographer’s rights in and to any Licensed Images.
Photographer shall at all times during the term of this Agreement, and at all times after the termination hereof, indemnify and keep indemnified and hold Licensee harmless from and against all expenses incurred (including reasonable attorneys’ fees and costs) and damages paid by Licensee in respect of any third party claim or action against Licensee arising from any adverse claim of ownership to any rights, title, and interest in and to the Licensed Images, including, but not limited to, actions existing in copyright, trademark, unfair competition, passing off, or any other claim or cause action based on the rights of and/or ownership to the Licensed Images, or other intellectual properties which comprise this Agreement. Photographer, at Licensee’s request, shall defend Licensee in any such third party claim.
Licensee shall at all times during the term of this Agreement, and at all times after the termination hereof, indemnify and keep indemnified and hold Photographer harmless from and against all expenses (including reasonable attorneys’ fees and costs) incurred and damages paid by Photographer in respect of any third party claim or action against Photographer arising from or relating to any claims for harm caused by Licensee’s use of the Licensed Images pursuant to this Agreement and the License granted hereunder. Licensee, at Photographer’s request, shall defend Photographer in any such third party claims.
VII. THIRD PARTY INFRINGEMENT:
Licensee will promptly call to the attention of Photographer the use of the Licensed Images by any third party which Licensee considers to be an infringement of Photographer’s rights in and to the Licensed Images. Photographer and Licensee shall consult one another as to whether proceedings shall be brought against such third parties. In the event that Photographer and Licensee decide that action should be taken against such third parties, Photographer may take such action in its own name or, alternatively, Photographer may authorize Licensee to initiate such action in Licensee’s name. Licensee and Photographer agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Photographer and all damages that may be recovered being solely for the account of Photographer.
VIII. FORCE MAJEURE:
Neither party shall be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this clause shall be taken to limit or prevent the exercise by either party of its rights of termination under Clause IX without claim [arising from the termination] against the party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims shall not be thereby terminated.
a. This Agreement shall terminate in the event that Photographer or Licensee materially breaches any portion of this Agreement provided, however, that such termination shall not take effect until fourteen  calendar days after written notice of the breach has been delivered from one party to the other and the breach has not been cured by the breaching party during that time period.
b. This Agreement shall terminate forthwith in the event of bankruptcy or judicial or administrative declaration of insolvency of Photographer or Licensee that relate to any duty of performance under this Agreement.
c. Upon termination of this Agreement, Licensee shall discontinue all use of the Licensed Images in any manner whatsoever and shall return any and all Images to Photographer that remain in Licensee’s care, custody and control.
All terms and conditions of this Agreement, and any duties and performances due under this Agreement shall remain confidential. Neither Licensee nor Photographer shall use any information related to the commercial use of the Licensed Images or business operations of the other party, except in as much is necessary for adequate performance under this Agreement. The obligations contained in this provision shall expressly survive the termination, expiration or assignment of this Agreement.
XI. DISCLAIMER OF WARRANTIES:
As the Licensed Images are provided at Licensee’s request and direction, they are provided “as is”, without any sort of warranty. Photographer specifically disclaims and any all warranties with respect to the Licensed Images, including, without limitation, the warranties of fitness for a particular purposes, non-infringement, title, merchantability and those that may arise from any course of dealing or performance.
XII. LIMITATION OF LIABILITY:
a. In no event shall Photographer be liable, whether in contract, tort or otherwise, for any incidental, consequential, special, exemplary, punitive or indirect damages, losses, or expenses or costs of any kind arising out of this Agreement, even if advised of the possibility.
b. In any event, Photographer’s total liability under this Agreement shall be limited to the Creative Fees, Expenses and/or Licensing Fees paid by Licensee under this Agreement.
a. Any waiver by either Licensee or Photographer of any breach of a term or condition of this Agreement, or failure to perform under this Agreement, shall not be considered as a waiver of any subsequent breach of the same or any condition hereof.
b. If any provision, clause or section of this Agreement is declared void or unenforceable by any judicial or administrative authority, the remaining portions of this Agreement shall remain in full force and effect.
c. This Agreement shall not create or be construed to create a partnership, joint venture, association or any type of combination among or between the parties. No party shall have the power or authority to act as the agent of the other or to authorize or incur obligations on behalf of the other or to make on behalf of the other party any promises, warranties or representations.
d. If any dispute arises between Photographer and Licensee in connection with, or arising out of, this Agreement, the parties within thirty (30) days shall attempt to settle such dispute informally through discussions. If the parties are unable to resolve the dispute within five (5) business days of convening for informal dispute resolution discussions, the dispute must immediately be referred to mediation either as a final resolution, or as a condition precedent to, the initiation of any adjudicative action or proceeding. Such mediation shall be held in Indianapolis, Indiana. The parties shall have thirty (30) days, from the date written notice is given by one party to the other of the need for mediation, to agree upon a mediator and commence mediation or either party may bring legal action, including litigation, to have a mediator appointed. Any dispute that has not been resolved amicably among the parties by mediation, may proceed to litigation.
e. The parties expressly consent to the exclusive jurisdiction and venue of the federal and state courts of Marion County, Indiana, with respect to any suit, claim or dispute arising out of, or relating to, this Agreement. It is understood and agreed by the parties that the court where litigation is first commenced will retain jurisdiction over any and all related claims or disputes arising out of and concerning this Agreement. This Agreement shall be deemed to have been made in the State of Indiana and shall be governed by and construed in accordance with the laws of such state.
f. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated companies.
g. This Agreement, including this paragraph, may be modified or amended only by a writing signed by all parties to this Agreement.
h. This Agreement represents the entire agreement of the parties, and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated Agreement which embodies all the terms, conditions, and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except as expressly set forth herein.
i. If either party to this Agreement brings a legal action against the other party to secure the specific performance of this Agreement, collect damages for breach of this Agreement, or otherwise enforce or interpret this Agreement, the prevailing party shall recover reasonable attorney’s fees and all costs, premiums for bonds, fees, and other expenses expended or incurred in the action in addition to any other relief that may be awarded.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date(s) set forth below, via electronic signature.
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Document Name: casey and her camera | Photography License Agreement
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casey and her camera is an Indianapolis Photographer specializing in couple, lifestyle, senior, wedding and family photography for Indianapolis, Indiana and the surrounding areas.