Legal

[1]        Definition: “lmage(s)” means all visual representations furnished to Client by HighResMedia, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document, HighResMedia may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that HighResMedia may select, at a resolution that HighResMedia determines will be suitable to the subject matter of each Image and the reproduction technology and uses for which the Image is licensed. 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, HighResMedia’s sole obligation will be to replace or repair the data, but in no event will HighResMedia be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, HighResMedia has no obligation to retain or archive any of the Images after they have been delivered to Client.
[2]        Rights: 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 HighResMedia. No rights are transferred to Client unless and until HighResMedia has received payment in full. The parties agree that any usage of any Image without the prior permission of HighResMedia will be invoiced at three times HighResMedia’s customary fee for such usage. These terms include any rights or privileges that may be claimed under §201 (c) of the Copyright act of 1976 or any similar provision of any applicable law. 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.
[3]        Photo Credit: All published usages of Images will be accompanied by the written credit to HighResMedia or copyright notice as specified above. If no placement of a credit or copyright notice is specified above, no credit or notice is required. If credit is required but not actually provided, Client agrees that the amount of the invoiced fee will be doubled as reasonable compensation to HighResMedia for the lost value of the credit line. Social media credit is required whenever possible in the form of tagging or credit line “@highresmedia”.
[4]        Indemnification: Client will indemnify and defend HighResMedia against all claims, liability, damages, cost, and expenses, including reasonable legal fees and expenses, arising out of the creation or and use of any Images or arising out of the use of or relating to any materials furnished by Client. Unless delivered to the Client by HighResMedia, 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 HighResMedia. It is Client’s sole responsibility to determine whether any model or property releases delivered by HighResMedia are suitable for Client’s purposes. HighResMedia’s liability for all claims shall not exceed in any event 50% of the total amount paid on invoice.
[5]        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.
[6]        Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Clients and insures to the benefit of the HighResMedia, 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. HighResMedia is an independent contractor and not an employee. If HighResMedia is deemed under any law to be an employee of the 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 HighResMedia. Client agrees to execute any documents reasonably requested by HighResMedia to accomplish, expedite or implement such transfer.
[7]        Disputes: Except as provided in [10] below, any dispute regarding this agreement shall, at HighResMedia’s sole discretion, either:
(1) Be arbitrated in Tempe, Arizona, under rules of the American Arbitration Association and the laws of Arizona; provided, however, that irrespectively of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of the 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 Tempe, Arizona under the laws of the United States and/or of Arizona. (3) In the event of a dispute, Client shall pay all court costs, HighResMedia’s reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of HighResMedia.
[8]        Overtime: In the event a shoot extends beyond eight (8) consecutive hours, HighResMedia may charge for such excess time of assistants and freelance staff at a rate of 1.5 times their hourly rates.
[9]        Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by HighResMedia under the Copyright Act of 1976, as amended, including subsidiary and related claims.
[10]        Client Approval: Client is responsible for having its authorized representative present during all “shooting/filming” and other appropriate phases of the services to approve HighResMedia’s interpretation of the services. If no representative is present, HighResMedia’s interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client’s representatives or HighResMedia. Client has five working days to approve final work. Payment of an invoice implies acceptance of the service received.
[11]        Reshoots: Client will be charged 100 percent fee and the expenses for any re shoot required by Client, if Client’s representative is not available during the original assignment. 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 disturbances or the fault of a third party, HighResMedia will charge no additional fee, and Client will pay all expenses. If HighResMedia charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for an expenses covered by insurance. A list of exclusions from such insurance will be provided on request.
[12]        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 HighResMedia’s fee; however, if notice of cancellation is given less than one (1) business day before the shoot date, Client will be charged 100 percent of fee. Postponements: Unless otherwise agreed in writing; Client will be charged a 100 percent fee if postponement of assignment occurs after HighResMedia has departed for location, and 50 percent fee if postponement occurs before departure to location. Fees for cancellations and postponements will apply irrespectively of the reason 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.
[13]        Digital Capture Fees: The Digital Capture Fee (DCF) was introduced to assist photographer’s with the recovery of their digital equipment overhead costs. Digital photography has placed an enormous digital equipment overhead burden on photographer’s who have to supply the digital camera systems and accessories as well as the computer hardware and software necessary to complete their assignments. The speed with which technology improves means that HighResMedia’s need to replace their digital systems approximately every three years to keep up with technological advancement. Before digital, photography clients paid for film, processing, and scanning costs. The digital process has replaced this and the digital capture fee was introduced in its place to assist photographer’s to recoup their digital overhead costs. The Digital Capture Fee includes the camera equipment, computer hardware and software, and digital storage. It is proportional to the quantity of images captured and size of images created. Capture Fees DO NOT include post-processing/retouching to the images. When shooting film, the photographer would take the exposed film to a lab for processing. The digital RAW files are the equivalent of the exposed, unprocessed film. Just as the exposed film required processing in a lab, digital RAW files require processing in a ‘digital lab’ such as Adobe Lightroom or Capture One Pro. A photographer would never hand over exposed, unprocessed film to a client, likewise a photographer should not hand over RAW files to a client without processing them first.