1. Definition and terms: This agreement is between Chris Boeke Studio (“Licensor”) and You (“Client”), its heirs, successors, affiliates and representatives. (“Work”) refers to the copyrighted work, in any form, including as digital information, supplied by Licensor to Client. (“Service”) refers to the production and other post-production services the Client is commissioning the Licensor to perform.
2. Rights: Licensor warrants that all creations are the sole and original creation of the Licensor and will not infringe or otherwise violate any third-party. All creations shall be the sole and exclusive property of the Licensor, including but not limited to all copyrights and other intellectual property rights therein, in perpetuity, throughout the universe. All rights not expressly granted herein shall be reserved by the Licensor. Licensor retains the right to use and license the work publicly for themselves or to other parties.
3. Restrictions: No transfer of intellectual property is made by this Agreement. Works shall not be sub-licensed, distributed, transferred, or modified, and are not licensed until a) Client accepts all terms of this Agreement, and b) Licensor receives full payment for all works and services rendered.
a. A single use, complimentary sublicense is allowed in this Agreement to a sub-client who Client directly invoices for Client’s products or services (herein “Sub-Client). If Client sublicenses this Agreement to Sub-Client, Client must communicate all licensing terms and usage as provided in this Agreement. Client must inform Licensor of the sublicense.
b. Client is only allowed to distribute work to any third party that has paid in full and agreed to license work at the time of services rendered (herein “Sub-Licensee”). Client must communicate all licensing terms and usage as provided in this Agreement.
c. Client, Sub-Client, or Sub-Licensee are not allowed to sub license this Agreement to any third party. Licensor reserves the right to terminate or revoke any sub license.
4. byline and Copyright Notice: Placement of a credit line (“byline”) or copyright notice is required when sharing work on social platforms or publication.
5. Photographic Integrity: Client will not make or permit any alterations, include but not limited to, filters, additions, subtractions or adaptations with respect of the work, alone or with any other material, without permission from the Licensor.
6. Release and Waivers: Client shall provide site access for the performance of the services with the presence of an authorized representative. Client shall provide any necessary licenses, permissions, waivers, releases or consents relating to publicity and privacy of the property, persons or items. Client waives any rights to privacy, and grants permission to publish the property, persons or items. Client and Licensor agree to keep the terms of this Agreement, including but not limited to payment terms, confidential.
7. Payment: Services will not commence until Licensor receives payment of a deposit in the amount equal to 50% of the total estimated amount or as otherwise agreed. Final Invoice is payable net 30. Usage rights are licensed upon full payment. Failure to make payments voids usage rights, constitutes copyright infringement and is subject to additional fees. A late penalty of 10% APR will accrue monthly for overdue invoices.
8. Cancellation: In the event of cancellation, the deposit is forfeited, and the Client shall pay all expenses incurred. Cancellation within 24 hours, fees increase to 100% plus all incurred expenses. If postponed due to inclement weather, both parties can reschedule the service for a future date at no additional cost.
9. Reshoots: In advance of a reshoot, Client will pay 100 percent of fees, charges and expenses if requesting that any work be recaptured or a service redone, unless such a request is the result of being lost or rendered unusable prior to delivery because of weather, technical error, or equipment malfunction.
10. Limitation of Liability: Client shall indemnify, defend and hold harmless the Licensor, its owners, managers, employees, agents, successors, and assigns from all claims, liabilities, damages and expenses of any nature, include attorney’s fees and court costs arising from the Clients direct or indirect use of the work. In any event, Licensor’s liability for all claims will not exceed the total amount paid under this Agreement.
11. Default: This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, shall be brought in the state of the Licensor’s principal place of business. If Licensor prevails in any action brought against, Licensor will be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
12. Modification, Authority and Merger: No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by Licensor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Licensor. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.If the Client is a business or other organization, the person signing below on behalf of the Client warrants that he or she has the authority to legally bind Client to the terms of this Agreement.
