This Agreement is by and between SKYFLIK AERIAL FILMING (“Sky Flik”) and [You](“Client”) which includes Client’s principals, employees, affiliates, and representatives. Client agrees that it has the legal authority to enter into this Agreement on behalf of its employer, company, or organization. Sky Flik’s relationship with Client is that of an independent contractor. “Image(s)” means all visual representations delivered to Client by Sky Flik, whether captured, delivered, or stored, in photographic, magnetic, optical, electronic, digital, analog, video or any other, media.
2. USAGE RIGHTS and OWNERSHIP
Client acknowledges that Sky Flik is the author of the image(s) and also the first and sole owner of all copyrights of the image(s). All images and copyrights remain the exclusive property of Sky Flik without limitation. All usage rights to the image(s) are for one time use only as specifically granted by Sky Flik to Client on the proposal, invoice, or in writing from Sky Flik. No electronic publishing or internet use of any kind is permitted unless specifically stated. IMAGES ARE LICENSED FOR SPECIFIC USE(S) AND ARE NOT SOLD. Client understands and agrees that it is not buying the image(s) but is paying only for a license to use the image(s) as specified on the proposal, invoice, or in writing from Sky Flik. The term of license begins from the date Sky Flik receives full payment of invoice. Any use of the image(s) will not constitute a work of joint authorship. Copyright metadata contained within any digital file may not be altered or removed without the express consent of Sky Flik. Unless otherwise agreed, Sky Flik has the right to use any image(s) for self-promotion.
3. PHOTOGRAPHIC INTEGRITY and ALTERATIONS
Client will not make or permit any alterations, including, but not limited to, additions, subtractions, or adaptations, with respect to the image(s), alone or with any other material, without the prior express permission of Sky Flik. Normal reproduction adjustments for color, contrast, brightness, sharpness and cropping, are permitted. Any alteration or modification of the image(s) will not constitute a work of joint authorship.
4. GENERAL LIABILITY and RELEASES
Client will indemnify, defend, and hold harmless, Sky Flik, their contractors, and their representatives, against any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, arising from Client’s use of the image(s). Sky Flik is not responsible for obtaining model, property, trademark, or other releases in connection with any image(s) unless specifically stated in this Agreement. It is Client’s responsibility to obtain the necessary permissions for any Image uses that require a release. It is Client’s responsibility to determine whether any releases delivered by Sky Flik are suitable for Client’s purposes. In any event, Sky Flik’s liability for all claims will not exceed the total amount paid under this Agreement.
Time is of the essence for receipt of full payment under this Agreement.
NO RIGHTS ARE GRANTED UNLESS AND UNTIL SKY FLIK HAS RECEIVED PAYMENT IN FULL. ANY USE PRIOR TO FULL PAYMENT WILL BE CONSIDERED AN UNAUTHORIZED USE. CLIENT AGREES THAT THE REASONABLE AND STIPULATED AMOUNT THAT WILL BE PAID TO SKY FLIK FOR USE PRIOR TO RECEIPT OF FULL PAYMENT WILL BE DOUBLE THE INVOICE TOTAL.
All invoices are due upon receipt. Adjustments of amounts or terms must be requested within ten days of invoice receipt. Sky Flik does not provide any receipts to Client. Sky Flik’s invoice will serve as Client’s receipt for work performed and services rendered.
6. CREDIT LINE and COPYRIGHT NOTICE
Placement of a credit line or copyright notice is required only if specified on the reverse side of this Agreement. If a credit line or copyright notice is required but not actually provided, Client agrees that the amount of DOUBLE THE INVOICE TOTAL is the fair and reasonable compensation that will be paid to Sky Flik for the loss of recognition, or lack of copyright protection, resulting from the lack of, or an improper, copyright notice or credit line.
7. CANCELLATIONS and POSTPONEMENTS:
Where Client postpones or cancels an assignment, Client will pay all expenses incurred by Sky Flik up to the time of postponement or cancellation:
(a) Thirty-five percent of Sky Flik’s fees for either postponement or cancellation, less than twenty-four hours from the scheduled time, or
(b) Fifty percent of Sky Flik’s fees for either postponement or cancellation, after Sky Flik has departed for location.
If the same assignment is rescheduled for a later date, full fee and any additional expenses will be charged for the actual shooting. Fees for cancellation or postponement will apply irrespective of the reasons for the cancellation or postponement. However, Sky Flik understands that life doesn’t always happen as planned and consideration will be given in any such circumstance.
Client is responsible for sending an authorized representative to the shoot. If no representative is present, Client must accept Sky Flik’s judgment as to the execution of the image(s).
(a) If Client requires a reshoot, Client will pay Sky Flik an additional fee of one hundred percent of the fee stated in the invoice for the original shoot, plus all expenses for the reshoot.
(b) If a reshoot is required for reasons beyond the control of Sky Flik or Client, including, but not limited to, weather conditions, acts of God or the fault of a third party, Sky Flik will not charge an additional fee, but Client agrees to pay all expenses for the reshoot.
9. FAILURE TO PERFORM
If Sky Flik is unable to supply aerial photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond their control, then Sky Flik will return any fees paid by Client and will have no further liability with respect to this Agreement, and Sky Flik will not be responsible or liable for any other damages beyond the amount of this Agreement. This limitation of liability will also apply in the event that any Images are lost or damaged through equipment malfunction, or otherwise, without the fault of Sky Flik.
10. KILL FEE
Provided that Sky Flik has executed the photography assignment in a professional and competent manner, Client agrees to pay Sky Flik all fees and expenses in connection with said assignment, whether or not Client uses any Image(s).
11. ARCHIVING DIGITAL FILES
While Sky Flik may choose to archive the Image(s), it is Client’s responsibility to properly store and archive the Image(s) for the duration of the term of license. Sky Flik cannot guarantee the availability of any Image(s) beyond the date of first delivery to Client. Client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. Client hereby releases Sky Flik and their contractors and representatives from any liability for any claims, damages, or costs, arising from any media supplied by Sky Flik becoming unusable. All digital files created by, or on behalf of, Client that contain any image(s) will be deleted or destroyed within ten days after the expiration date of license.
12. DIGITAL FILE QUALITY
Sky Flik is committed to providing high quality services. Unless otherwise specified on the reverse side of this Agreement, Sky Flik may deliver, and Client agrees to accept, the Image(s) encoded in an industry-standard data format that Sky Flik may select, at a resolution that Sky Flik determines will be suitable to the reproduction technology and use(s) for which the Image(s) is licensed. Sky Flik uses cameras and monitors that are color calibrated to industry standards. Due to variances in other monitors, software and computer platforms, the image(s) may display differently on other monitors. Therefore, neutrals will be set for mathematical neutrality and color will be adjusted for pleasing tonalities. 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, Sky Flik’s sole obligation will be to replace or repair the data, but in no event will Sky Flik be liable for poor reproduction quality, delays, losses, expenses, or consequential damages resulting directly or indirectly from defects or errors in digital files or their use.
13. PRINT QUALITY
Sky Flik is committed to using high quality products. However, Client is aware that color dyes, inks, and other materials used in photography may fade or discolor over time. As such, Client releases Sky Flik, their contractors and representatives from any liability for any claims, damages, or costs, arising from any fading or discoloration of any photographic prints.
14. ACCEPTANCE OF TERMS
Client may not assign or transfer this Agreement or any of the rights granted hereunder. This Agreement is binding upon, and inures to the benefit of, Client and Sky Flik, as well as their respective principals, employees, representatives, and successors. Client and its principals and employees, are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any items is binding unless set forth in writing and signed by the parties. E-mail and electronic signatures will be considered legal and binding. However, the invoice may reflect, and Client is bound by, Client’s oral authorizations for any additional image(s), fees, and expenses that could not be confirmed in writing due to the immediate proximity of completing the photography assignment. This Agreement will be deemed to be a contract made under the laws of United States and for all purposes will be interpreted in its entirety in accordance with these laws. Client will pay all arbitration and court costs, reasonable legal fees, expenses, and legal interest, on any award or judgment in favor of Sky Flik. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. In addition to oral and written agreements, use of any image(s) by Client will constitute acceptance of all the above terms and conditions.
15. CHANGES TO THIS PRIVACY AGREEMENT
Sky Flik reserves the right to amend, change or modify these terms at any time without prior notice. Changes or modification shall be effective immediately upon either posting on our website or notifying you.
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