When booking a session, you agree to these terms of service upon paying your booking retainer fee.  Any trade work agreed to by the photographer and another vendor is still subject to these terms and conditions.

 
 

DEFINITIONS:

 
This Agreement is between Wells Media (“Company”) and [You] (“Client”) which includes Client’s principals, employees, affiliates and representatives. Client agrees that it has the legal authority to enter into this Agreement on their own behalf or on behalf of their employer/organization. Company’s relationship with Client is that of an independent contractor.

 

“Image(s)” means the photographic material, whether still or moving, created by Company pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints, or digital files, that were captured, recorded, stored, or delivered, in any type of analogue, photographic, optical, electronic, magnetic, digital, or any other, media.

 

USAGE RIGHTS AND OWNERSHIP:

 
Client acknowledges that Company is the Author of the Image(s) and also the first and sole owner of all copyrights of the Image(s). The Image(s) and all copyrights remain the exclusive property of Company without limitation. All usage rights to the Image(s) specifically granted by Company to Client appear on the reverse side of this Agreement. 

 

IMAGES ARE LICENSED FOR SPECIFIC USE(S) AND ARE NOT SOLD.

 
Client understands and agrees that it is not buying the Image(s) but is paying only for a licence to use the Image(s) as specified on this Agreement. Note that buying the copyright to the Image(s) will always be much more expensive than any licensing fee.

The term of licence begins from the date Company receives full payment of invoice and upon delivery of images.

Unless otherwise agreed, any rights granted are always non-exclusive, non-sub-licensable and non-transferable. Any Image(s) may not be used in a logo, corporate identity, trademark or other service mark.

The use of any Image(s) by Client will not constitute a work of joint authorship.

Copyright metadata contained within any digital file may not be altered, or removed, without the express consent of Company.

Unless otherwise agreed, Company retains the right to use the Image(s) for its self-promotion.

 

PHOTOGRAPHIC INTEGRITY AND ALTERATIONS:

 
Client will not make or permit any alterations, including, but not limited to, filters, additions, subtractions, or adaptations, with respect to the Image(s), alone or with any other material, without the prior express permission of Company.  

 

All sessions include editing which consist of changes to the color, crop, contrast, retouching & exposure at the photographers discretion.

GENERAL LIABILITY AND RELEASES:

 
Company will take all reasonable care in the production of the Image(s) and the performance of this agreement. But Company will not be liable for any loss, damages, or costs, suffered by Client, or by any third party, arising from Client’s use of any Image(s).

 

Client will indemnify, defend, and hold harmless Company, its contractors, and its representatives, against any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, that may arise from Client’s use of any Image(s).

 

Company is not responsible for obtaining model, property, trademark, copyright, or any other releases in connection with the Image(s) unless specifically stated in this Agreement. It is Client’s responsibility to obtain all necessary permissions for any Image use that requires a release or other consents.

 

Should Company agree to deliver any releases, it is Client’s responsibility to determine whether such releases are suitable for Client’s purposes. Company gives no warranty or guarantee as to the legal validity of any release.

 

In any event, Company’s liability for all claims will not exceed the total amount paid under this Agreement.

 

PAYMENT:

 
Time is of the essence for receipt of full payment under this Agreement.

NO RIGHTS ARE GRANTED UNTIL COMPANY HAS RECEIVED FULL PAYMENT, INCLUDING, IF APPLICABLE, ANY LATE-PAYMENT CHARGES.

 

UNLESS OTHERWISE AGREED, THE USE OF ANY IMAGE(S) PRIOR TO FULL PAYMENT WILL BE CONSIDERED AN UNAUTHORIZED USE. CLIENT AGREES THAT THE REASONABLE AND STIPULATED AMOUNT THAT WILL BE PAID TO COMPANY FOR SUCH AN UNAUTHORIZED USE WILL BE DOUBLE THE INVOICE TOTAL.

 

Where usage rights before full payment are granted, Company reserves the right to rescind any such usage rights if Client fails to make timely payment.

 

All invoices are due upon receipt. Adjustments of amounts or terms must be requested within ten days of invoice receipt.

 

Company does not provide any receipts to Client. Company’s invoice will serve as Client’s receipt for work performed and services rendered. Bank transfer fees are the responsibility of the Client.

 

CREDIT LINE and COPYRIGHT NOTICE:

 
 

Placement of a credit line or copyright notice is required when posting the images on the internet. If a credit line or copyright notice is required but not actually provided, Client agrees that the amount of DOUBLE THE INVOICE TOTAL is the fair and reasonable compensation that will be paid to Company for the loss of recognition, or lack of copyright protection, resulting from the lack of, or an improper, copyright notice or credit line.

 

CANCELLATIONS AND POSTPONEMENTS:

 
 

A 50% retainer fee is due to hold your session date.  This fee is non-refundable.  The remaining balance is due 24 hours before the date/time of your session.  If you cancel, then your retainer is forfeited and may not be applied to another session.  If you do not cancel and the photographer arrives at the location of the session, then you will be responsible for paying the remaining 50% balance.

 

RESHOOTS:

 
If Client requires a reshoot, Client will pay Company an additional fee of one hundred percent of the fee stated in the quote or invoice for the original shoot, plus all expenses for the reshoot.

 

If a reshoot is required due to factors beyond the control of Company, including but not limited to, weather conditions or acts of God, Company will not charge an additional fee and Client agrees to pay all expenses for the reshoot.

 

FAILURE TO PERFORM:

 
If Company is unable to supply its photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond its control, then Company will attempt to procure the services of another professional photographer to fulfill its obligations. If that does not succeed, Company will return any fees paid by Client and will have no further liability with respect to this Agreement, and Company 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 Image is lost or damaged through equipment malfunction, or otherwise, without the fault of Company.

KILL FEE:

 
Provided that Company has executed the photography assignment in a professional and competent manner, Client agrees to pay Company all fees and expenses in connection with said assignment, whether or not Client uses any Image(s).

ARCHIVING DIGITAL FILES:

 
 

While Company 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. Company cannot guarantee the availability of any Image(s) beyond 30 days after 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 Company and its contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Company becoming unusable.

 

All digital files created by, or on behalf of, Client that contain any Image(s) will be deleted or destroyed upon Company’s discretion 30 days after the date of first delivery to Client.

 

Any requests for Company to reproduce images that were already delivered will incur a $100 processing fee. 

 

DIGITAL FILE QUALITY:

 
 

Company is committed to providing high quality services. Unless otherwise specified, Company may deliver, and Client agrees to accept, the Image(s) encoded in an industry-standard data format that Company may select, at a resolution that Company determines will be suitable to the reproduction technology and use(s) for which the Image(s) is licensed.

 

Company 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, Company’s sole obligation will be to replace or repair the data, but in no event will Company 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.

 

All editing is done at Company’s discretion. Company reserves the right to refuse any additional edits requested.  Some images may only be produced in color or black and white at the artists discretion. If Client wishes to request additional editing of images, this is done at a separate fee starting at $50 per image.

SESSION TERMS:

 
 

Sessions will be conducted at a location agreed upon between Company and Client.  The photographer will not trespass or use any property/locations that are considered unlawful to do so.  Company is bound by any rules stated for the property or location.  If Client wishes to shoot on private property, then it is the Client’s sole responsibility to get authorization from the owner of that property.  The photographer is not responsible for hazards at the private property and Client agrees to enter into the session at their own risk.

 

No other photographers/videographers are allowed during the session unless agreed to in writing by Company.  Client or guest will refrain from taking cell phone images during the session unless agreed upon by Company. 

ACCEPTANCE OF TERMS:

 
 

Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and ensures to the benefit of, Client and Company, as well as their respective principals, employees, representatives, and successors. Client and their principals and employees, are jointly and 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 the United States and the State of Mississippi, 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 state of Mississippi. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favor of Company.

 

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, placing a retainer fee for a future session and/or use of any Image(s) by Client will constitute acceptance of all the above terms and conditions.

 

This Agreement constitutes the entire and only agreement between Company and Client with respect to its subject matter and supersedes all previous agreements, understandings, and communications, whether oral or written, between the two parties with respect to the subject matter hereof.