22 NORTH PHOTOGRPAHY STANDARD TERMS AND CONDITIONS FOR PHOTOGRAPHIC SERVICES
The following terms and conditions shall apply to all contracts and agreements for photographic services between 22 North Photography and any Client.
Whereas, 22 North Photography and Client (as defined in the estimate or price quotation provided by 22 North Photography) have entered into an agreement for 22 North Photography to provide photographic and/or digital processing services (“Agreement”), the following terms and conditions for photographic services (“Terms and Conditions”) shall apply to the Agreement, and shall supersede all prior agreements, unless otherwise specified herein:
SERVICES AND PAYMENT: 22 North Photography agrees to perform the photographic and/or digital image processing services (hereinafter “Services”) specified in the estimate provided by 22 North Photography to Client (hereinafter “Estimate”) or in the price quotation provided by 22 North Photography to Client (“Price Quote”). Unless otherwise specified in the Estimate, Price Quote, or other writing, Client agrees to pay 22 North Photography, in exchange for the Services, a set-up fee of $50; $75 per hour for all set-up, shooting, and post-processing time; and $.55 per mile for all travel to locations more than 25 miles from Traverse City, Michigan or Chicago, Illinois. All price terms, discounts, and payment terms specified in the Price Quote or Estimate shall supersede the terms of this paragraph.
TERMS OF PAYMENT; PROOFS; RELEASE OF FINAL IMAGES: A deposit of 50% of the amount of the Estimate or Price Quote, or 50% of any amount otherwise agreed upon as payment, is due at least fourteen (14) days before 22 North Photography has agreed to perform the Services, with the remaining amount due within fourteen (14) days of the later of Client’s receipt of proofs or of a final invoice from 22 North Photography, unless a different due date is specified in the Price Quote or Estimate. Following post-processing of images, 22 North Photography shall provide Client with watermarked low resolution .jpeg format image proofs. 22 North Photography shall release final processed images to Client upon receipt of full payment set forth above, but shall be under no obligation to release final images until receipt of final payment from Client.
INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION; MODEL AND PROPERTY RELEASES: By retaining 22 North Photography to perform the Services, Client acknowledges that it owns the intellectual property rights to all private property, buildings, structures, works of art, and tangible objects to be photographed pursuant to the Agreement. Client represents and warrants that photographing the subjects contemplated by the parties’ agreement will not result in infringement of any third-party intellectual property rights. Client agrees to indemnify, hold harmless and defend 22 North Photography from and against all claims, lawsuits, and equitable actions from third-parties arising from 22 North Photography’s provision of Services or from Client’s use of photographs and images produced under the Parties’ agreement. Client agrees to secure a model release from all individuals photographed under the terms of the parties’ agreement. To the extent that the Agreement contemplates photography of property owned by third-parties, Client agrees to secure a property release from the property’s owner. All model releases and property releases shall substantially conform with the American Institute of Media Photographers General Model Release for Adults, General Model Release for Children, and Property Release, as applicable, and shall fully release 22 North Photography from any and all liability for Client’s use of photographs and digital images produced under the Agreement.
LICENSE FOR PROMOTIONAL USE; INTELLECTUAL PROPERTY RIGHTS UPON BREACH: Client shall retain all intellectual property rights in and to all photographs and digital images contemplated by the Agreement, except that Client grants 22 North Photography an irrevocable license to use all photographs and digital images produced under the Agreement for promotional use on 22 North Photography’s website and in its advertising materials, portfolios, and social media pages. In the event of any breach of the Agreement by Client, in addition to all remedies available by law, Client cedes to 22 North Photography all intellectual property rights in all images produced under the Agreement, and 22 North Photography shall be entitled to use, sell, publish, reproduce, and distribute said images in any manner whatsoever.
EXTENT OF OBLIGATION OF 22 NORTH PHOTOGRAPHY: Client acknowledges that 22 North Photography is only obligated to provide photography and post-processing services. 22 North Photography shall not be responsible for printing, framing, matting, or other finishing of images. Client acknowledges that the tone, color, technical quality, composition, and aesthetic quality of images are dependent on numerous factors beyond the 22 North Photography’s control, including, but not limited to, condition of subjects, physical limitations or obstructions, weather, time of day, atmospheric conditions, cloud cover, and availability, quality, intensity, and direction of ambient light. Client acknowledges that 22 North Photography has made no representations regarding the aesthetic quality of the final photographs and digital images contemplated under the Agreement, and has made no promises to achieve a particular result for Client. 22 North Photography’s obligation under the Agreement shall be to use commercially reasonable efforts to perform the services set forth herein, but not to achieve a particular result or aesthetic quality in the images contemplated under the Agreement. Client shall remain obligated to pay 22 North Photography for all time incurred under the Agreement, regardless of Client’s satisfaction with the aesthetic quality of final images. 22 North Photography shall not be obligated to perform any services that pose a personal safety risk or a risk to the safety of 22 North Photography’s photographer or equipment.
LIMITATION OF LIABILITY: In the event that 22 North Photography fails to perform any obligations under the Agreement, 22 North Photography’s liability is limited to the return of all payments received under the Agreement. In no event shall 22 North Photography be held liable for lost profits, lost economic advantage, or other manner of consequential damages.
CAPTURE, DELIVERY, POST-PRODUCTION AND EDITING: Client acknowledges that numerous exposures may be taken to generate final images. 22 North Photography is not required to deliver every image taken, and has sole discretion to determine which images are delivered to Client. The final post production and editing styles, effects, and overall look of the images are left to 22 North Photography’s discretion.