Licensing Guide: Retail Example – Colleen Woolpert

Retail Example

Due to anti-trust laws, ASMP cannot set or suggest prices, but we can share information provided to us by our generous members. The ASMP Paperwork Share provides a look at the terms, licenses and pricing details of actual jobs.

 

Colleen Woolpert — www.colleenwoolpert.com

Colleen Woolpert Photography specializes in editorial, fine art, stock, wedding, event, portrait, and advertising photography. Colleen Woolpert is a 2005 PDN Top Knots winner and a recommended vendor in the five-star directory ofgrace ormonde Wedding Style magazine.

 

Terms & Conditions

Definition: “Image(s)” means all visual representations furnished to Client by Photographer, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media.

 

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 Photographer. Unless otherwise specifically provided elsewhere in this document, any grant of rights is limited to a term of one (1) year from the date hereof and to usage in print (conventional non-electronic and nondigital) media in the territory of the United States. Unless otherwise specifically provided elsewhere in this document, no image licensed for use on a cover of a publication may be used for promotional or advertising purposes without the express permission of Photographer and the payment of additional fees. No rights are transferred to Client unless and until Photographer has received payment in full. The parties agree that any usage of any Image without the prior permission of Photographer will be invoiced at three times Photographer’s customary fee for such usage. Client agrees to provide Photographer with three copies of each published use of each Image not later than 15 days after the date of first publication of each use.

 

Return of Images: Client assumes insurer’s liability (a) to indemnify Photographer for loss, damage, or misuse of any Images, and (b) to return all Images prepaid and fully insured, safe and undamaged, by bonded messenger, air freight, or registered mail. All Images shall be returned within thirty (30) days after the later of: (1) the final licensed use as provided in this document, and (2) if not used within thirty (30) days after the date of the expiration of the license. Client assumes full liability for its principals, employees, agents, affiliates, successors, and assigns (including without limitation independent contractors, messengers, and freelance researchers) for any loss, damage, delay in returning, or misuse of the Images.

 

Loss or Damage: Reimbursement by Client for loss or damage of each original photographic transparency or film negative (“Original[s]”) shall be in the amount of One Thousand Five Hundred Dollars ($1,500), or such other amount if a different amount is set forth next to the lost or damaged item on the reverse side or attached schedule. Reimbursement by Client for loss or damage of each item other than an Original shall be in the amount set forth next to the item on the reverse side or attached schedule. Photographer and Client agree that said amount represents the fair and reasonable value of each item, and that Photographer would not sell all rights to such item for less than said amount. Client understands that each Original is unique and does not have an exact duplicate, and may be impossible to replace or re-create. Client also understands that its acceptance of the stipulated value of the Images is a material consideration in Photographer’s acceptance of the terms and prices in this agreement.

 

Photo Credit: All published usages of Images will be accompanied by written credit to Photographer or copyright notice as specified on the reverse side unless no placement of a credit or copyright notice is specified.

 

Alterations: Client may not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, including making digital scans unless specifically permitted on the reverse side, except that cropping and alterations of contrast, brightness, and color balance, consistent with reproduction needs may be made.

 

Indemnification: Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of any Images or arising out of use of or relating to any materials furnished by Client. Unless delivered to Client by Photographer, no model or property release exists. Photographer’s liability for all claims shall not exceed in any event the total amount paid under this invoice.

 

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. Client shall indemnify Photographer against all claims, liability, damages, and expenses incurred by Photographer in connection with any claim arising out of use of said material hereunder.

 

Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Client and inures to the benefit of Photographer, 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 fees or expenses that could not be confirmed in writing because of insufficient time. This agreement incorporates by reference Article 2 of the Uniform Commercial Code, and the Copyright Act of 1976, as amended. 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.

 

Disputes: Except as provided in [11] below, any dispute regarding this agreement shall, at Photographer’s sole discretion, either:

  1. be arbitrated in Monmouth County, New Jersey under rules of the American Arbitration Association and the laws of New Jersey provided, however, that the parties are not required to use the services of 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 $__ or less may be submitted without arbitration to any court having jurisdiction thereof. OR
  2. be adjudicated in Monmouth County, New Jersey under the laws of New Jersey.

 

In the event of a dispute, Client shall pay all court costs, Photographer’s reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer.

 

Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act of 1976, as amended.

 

Overtime: In the event a shoot extends beyond eight (8) consecutive hours. Photographer may charge for such excess time of assistants and freelance staff at the rate of 1-1/2 their hourly rates.

 

Reshoots: Client will be charged 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of an act of God or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.

 

Cancellations and postponements: Client is responsible for payment of all expenses incurred up to the time Photographer receives actual notice of cancellation, plus 50 percent of Photographer’s fee. If notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 100 percent fee. Weather postponements: Unless otherwise agreed, Client will be charged 100 percent fee if postponement is due to weather conditions on location and 50 percent fee if postponement occurs before departure to location.

 

ASMP is not responsible for any of the specific content of the material provided by individual photographers for the ASMP Paperwork Share.