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Terms and Conditions

 

[1] Definition: “Image(s)” means all visual representations furnished to Client by Hive Studio, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document, Hive Studio may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Hive Studio may select, at a resolution that Hive Studio 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, Hive Studio’s sole obligation will be to replace or repair the data, but in no event will Hive Studio be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, Hive Studio has no obligation to retain or archive any of the Images after they have been delivered to Client. Client is responsible for sending an authorized representative to the assignment or for having an authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is obligated to accept Hive Studio’s judgment as to the acceptability of the Images.
[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 Hive Studio. Any grant of rights is limited to a term described in License Information description from the date hereof and to usage in the media discribed. No rights are transferred to Client unless and until Hive Studio has received payment in full. The parties agree that any usage of any Image without the prior permission of Hive Studio will be invoiced at three times Hive Studio’s customary fee for such usage. Client agrees to provide Hive Studio with three copies of each published use of each Image not later than 60 days after the date of first publication of each use. If any Image is being published only in an electronic medium, Client agrees to Provide Hive Studio with an electronic tearsheet, such as a PDF facsimile or URL of the published use of each such photograph, within fifteen (15) days after the date of first publication of each use. 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. Unless specifically provided elsewhere in this document, no reprographic, reprint, republication or other secondary reproduction usages may be made.
[3] Photo Credit: All published usages of Images will be accompanied by written credit to Hive Studio or copyright notice as specified on the reverse side. If no placement of a credit or copyright notice is specified on the reverse side, no credit or notice is required. If a credit is required but not actually provided, Client agrees that the amount of the invoiced fee will be subject to a three-times multiple as reasonable compensation to Hive Studio for the lost value of the credit line.
[4] Indemnification: Client will indemnify and defend Hive Studio 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 Hive Studio, 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 Hive Studio. It is Client’s sole responsibility to determine whether any model or property releases delivered by Hive Studio are suitable for Client’s purposes. Hive Studio’s liability for all claims shall not exceed in any event the total amount paid under this 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 Client and inures to the benefit of Hive Studio, 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. Hive Studio is an independent contractor and not an employee. If Hive Studio is deemed under any law to be an employee of 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 Hive Studio. Client agrees to execute any documents reasonably requested by Hive Studio to accomplish, expedite or implement such transfer.
[7] Disputes: Except as provided in [8] below, any dispute regarding this agreement shall, at Hive Studio’s sole discretion, either: (1) be arbitrated in Hive Studio’s City, Hive Studio’s State, under rules of the American Arbitration Association and the laws of Hive Studio ‘s State; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, 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 $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof. OR (2) be adjudicated Hive Studio’s City, Hive Studio’s State under the laws of the United States and/or of Hive Studio’s State. (3) In the event of a dispute, Client shall pay all court costs, Hive Studio’s reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Hive Studio.
[8] Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Hive Studio under the Copyright Act of 1976, as amended, including subsidiary and related claims.
[9] Overtime: In the event a shoot extends beyond eight (8) consecutive hours, Hive Studio may charge for such excess time of assistants and freelance staff at the rate of 11/2 times their hourly rates.
[10] Reshoots: Client will be charged 100 percent fee and expenses for any reshoot required by Client. 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 disturbance or the fault of a third party, Hive Studio will charge no additional fee, and Client will pay all expenses. If Hive Studio 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.
[11] CANCELLATIONS, WEATHER, POSTPONEMENTS - In the event of a cancellation or postponement of a shoot by the Client (or Agency) at any time after shoot confirmation/award, Client (or Agency) shall pay all expenses incurred by the Creator up to the time of cancellation, plus a fee equal to 50% of all Creative and Licensing fees quoted above. If a shoot is canceled within one week of confirmed shoot day, Client or Agency shall pay up to 100% of Creative fees, Licensing fees and Expenses quoted above. If a shoot is postponed due to weather, Client will be responsible for all Expenses incurred on each Weather Day, plus a Creator fee to be agreed upon.Postponements: Unless otherwise agreed in writing, Client will be charged a 50 percent fee if postponement of the assignment occurs after Hive Studio has departed for location. Fees for cancellations and postponements will apply irrespective of the reasons 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.