1. Photograph (s) shall refer to all photographic images, material and / or text furnished by Agency, whether created and / or conveyed as color or black and white transparencies, prints, negatives, duplicates (dupes), electronic digitizations, on-line, CD-ROM, Photo CD, Syquest or other electronic storage medium or otherwise. Agency shall refer to FEI - Foto Expression International (Toronto) , its representatives or assign and / or the photographer or Photograph creator who FEI is contractually authorized to represent. Client shall refer to any individual, organization or company which, having received Photographs, uses or intends to use said Photographs in any way.
2. Photographs bearing an enlarged copyright watermark "©"over the majority of the image may be used by Client free of charge for "comps" or composite for the purpose of approval of Photograph lease or determining the viability of publication of Photograph. Said use is limited to five (5) copies.
3. Except as otherwise specifically provided herein, all Photographs and rights therein, including copyright, remain the sole and exclusive property of Agency. Any additional uses require the prior written agreement of Agency on terms to be negotiated. Unless otherwise provided herein, any grant of rights is limited to one (1) year from the date hereof for the territory of the United States of America.
4. Client assumes insurer's liability (a) to indemnify Agency for loss, damage, or misuse of any Photographs, and (b) to return all Photographs prepaid and fully insured, safe and undamaged, by bonded messenger, air freight, or registered mail, within thirty (30) days after the first use thereof, but in all events (whether published or unpublished) within 30 days after the date of expiration of rights granted. Client assumes full liability for its principals, employees, agents, affiliates, successors and assigns including without limitation messengers and free-lance researchers) for any loss, damage, or misuse of the Photographs.
5. Time is of the essence for receipt of payment and return of Photographs. No rights are granted until timely payment is made. Payment is required within thirty (30) days of invoice. One and one half percent (1.5%) per month service charge on unpaid balance is applied thereafter. Adjustment of amount of terms must be requested within ten days of invoice receipt.
6. Reimbursement by Client for loss or damage of each original transparency shall be in the amount of One Thousand Five hundred Dollars ($1,500), or such other amount set forth next to said Photograph on the Delivery memo which accompanied said Photograph when originally delivered to Client. Photographic duplicates shall be valued at Twenty Dollars ($20) each. Digitized duplicates shall be valued at One hundred Dollars $100) each. Agency and Client agree that said amount represents the fair and reasonable value of each Photograph, and that Agency would not sell all rights to such Photograph for less than said amount. Payment of a loss or damage fee does not in itself entitle Client to any rights in the Photographs should they subsequently be found or repaired.
7. Agency and Photographer's copyright notice "©" [Year Of First Publication] [Photographer's Name / FEI must accompany each use as an adjacent credit line unless omission is agreed to in writing. Invoice amount will be tripled if said credit is not provided.
8. Client will not make or permit any alterations, additions, or subtractions in respect of the Photographs, including without limitation any digitization or synthesization of the Photographs, alone or with any other material, by use of computer or other electronic means or any other method or means now or hereafter known without specific written authorization by Agency.
9. Client will indemnify and defend Agency against all claims, liability, damage, costs and expenses, including reasonable legal fees and expenses, arising out of any use of any photographs for which no release was furnished by Agency, or any Photographs which are altered by Client. Unless so furnished, no release exists. Agency s liability for all claims shall not exceed in any event the total amount paid under this invoice.
10. Client shall provide Agency with two free copies of uses appearing in print or electronic form and a semi-annual statement. of any sales and subsidiary uses of Photographs.
11. Client may not assign or transfer this agreement or any rights granted hereunder. This agreement binds and inures to the benefit of Agency, Client, Clients principals, employees, agents and affiliates, and their respective 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. This agreement incorporates by reference Article 2 of the Uniform Commercial Code, and the Copyright Act of 1976, as .mended.
12. Except as provided in (13) below, any dispute regarding this agreement shall be arbitrated in Toronto, Ontario under rules of the American Arbitration Association and the laws of Ontario. Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $2,000 or less may be submitted without arbitration to any court having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Agency.
13. Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Agency under the Copyright Act of 1976, as amended.
I agree to the terms & conditions indicated herewith.
Print your name:____________________________Position:_________________________
In FPINS_________________________ Date:_________________________
Terms & Conditions Form (printout this form) must be attached with Order Form. and e-mail to: FEI - Photos (This form must be signed.)
Foto Expression International (FEI).
266 Charlotte Str. Suite 297
K9J 2V4 Canada.
Tel: (705) 745-5770.