Commercial Licensing Agreement
Agreement for Professional Services and Use of Images and Video
Parties; Effective Date. This professional services and license agreement (“Agreement”) is between The Light Committee (“Consultant”), with a mailing address of 2416 Foothill Blvd., La Crescenta, CA, 91214, and the entity identified herein and/or person representing the entity, also referred to herein as “Client.” This Agreement is effective on the date signed.
Purpose of Agreement. Consultant provides professional photographic and videographic services and licenses copyrights of its images and videos, including the works described in all related invoices or receipts. “Works”, as part of this agreement, may also be referred to as “Creative Charges”. Client agrees and understands that invoices or receipts between Client and Consultant that define professional services to be accomplished and delivered, including future invoices or receipts, are bound by the terms defined in this Agreement. All invoices issued by Consultant to Client shall identify the entity in full or in part and Client understands and agrees any such invoice is governed by the terms of this Agreement.
Description of Services. Client is entitled to send representatives to the location where Consultant shoots and implements Creative Charges in order to provide additional input to Consultant as to the “look” Client seeks to achieve as part of the Creative Charges. If Client does not send a representative, Client may not later reject the Creative Charges as nonconforming. Client also agrees that any attachment or written or other electronic document or correspondence describing a requested or desired “look” shall not be used to later revoke work or services of Consultant. Client understands Consultant services do not include securing or paying for any legally required permissions or permits to perform professional services, which includes but is not limited to city, county, state or other permits or permissions for property or location uses, models or other persons’ likenesses. Client understands it is required to secure and pay for any such permissions or permits as may be required by law. Client also agrees that when such requests legally require permissions that if it does not secure all legally required permits or permissions it cannot later reject or not accept Consultant’s work, particularly in cases where Consultant may not have been able to use specific property, locations, models or other items as a result. If Client requests that Consultant assist with or manage securing of said permissions or permits, Client understands and agrees these are additional costs and that Consultant will charge for the time spent working on or assisting with securing such permissions or permits and Client agrees to pay for these services and expenses.
Fees. Client shall pay (a) all fees within no more than fifteen (15) days after the date of the invoice from Consultant and before any finalized images or video are released; (b) and pay at least three (3) days in advance of any scheduled date of a photo or video shoot any expenses or Production Charges identified in invoices or receipts or requested by Consultant such as for but not limited to models, props, mailings, releases, permits, rentals, and travel; (c) a late fee of ten percent (10%) per ten (10) days for all overdue amounts and all fees and expenses (including attorneys’ fees) incurred by Consultant to secure payment from Client of overdue amounts; (d) Production Charges associated with any re-shooting of the work from Creative Charges required for any reason. The license to use Consultant’s work as defined in invoices or receipts is revocable by Consultant if Client fails to pay all fees due. If Client cancels this Agreement for any reason other than a breach by Consultant (including reasons not under the control of Client, such as the weather), Client shall pay (a) all expenses incurred by Consultant and all noncancellable expenses, and (b) all professional fees earned as of the date of cancellation, and (c) one hundred percent (100%) of the Creative Charges identified in invoices; provided however if the notice of cancellation is given at least three (3) business days prior to a scheduled photo or video shoot, Client shall pay only fifty percent (50%) of the Creative Charges. If Consultant terminates the agreement, Client understands that if it is in breach of this agreement that Consultant will not reimburse Client for any expenses or other payments already made to Consultant and that a breach of this agreement by Client includes, but is not limited to, (a) not paying invoices or expenses on time, (b) revoking work or services performed by Consultant, (c) not providing required permits or permissions (d) not informing Consultant how, when and where Works shall be used.
Grant of License; Liquidated Damages. As established by U.S. copyright law, Consultant retains all copyrights to Works produced that are defined in any invoice, receipt or related email or other digital communication (unless the parties separately enter into a purchased written assignment of copyright). The sole use and license granted to Client relating to the Works produced, which may be referred to in invoices or receipts as “Creative Charges” and “Production Charges” is set forth in related invoices or receipts, including whether Client may reproduce copies, combine with other materials, digitize, post on the Web or company intranet, publicly distribute copies, or create derivative works and may include the duration of such rights, and the geographic territory of use. The license may not be transferred, sub-licensed, or assigned. All uses not expressly or exclusively licensed are reserved to Consultant.
Representations and Warranties; Client Indemnification. Client represents and warrants it (a) has the legal authority to provide Consultant with the products or materials or other items identified in associated invoices or receipts and that it has the legal authority to allow Consultant to conduct photography or videography of these items, (b) has secured the legal permits and permission to use locations, property or properties, the likeness, voice, and all other rights of publicity and personality of all persons appearing in the Creative Charges or Production Charges works and shall provide a copy of such written releases or secured permits to Consultant, (c) shall use the Works or Creative Charges or Production Charges only as set forth in this Agreement or as specified in invoices, (d) assumes all costs associated with the activities set forth in associated invoices or receipts, and (e) shall, upon Consultant’s request, provide Consultant with copies of all materials it creates using the Creative Charges and Production Charges works. In cases where Consultant is to secure legal permissions to use any likeness, voice, and all other rights of publicity and personality of all persons, Consultant agrees it shall provide Client with a copy of such written releases upon request. It must be established in an attached invoice, receipt or email, and acknowledged with a reply by both parties if Consultant is to secure written releases. Client agrees that if Consultant later states that permits or permissions or that expenses exceeded the pre-paid amount by Client that it will pay any excess difference. Client hereby indemnifies, holds harmless, and agrees to defend Consultant and its agents from any third party claims inconsistent with the foregoing representations and warranties, and shall pay currently all expenses, fees, costs, damages, and settlements relating to such claims. Consultant represents and warrants that all services shall be provided by Consultant or its staff or sub-contractors; other than the foregoing, Consultant makes no other representations or warranties, expressed or implied. The parties agree that if the medium or the print quality of any Works delivered by Consultant are defective, Consultant shall not charge Client a fee to re-shoot the work and Client shall pay for all expenses associated with the re-shoot. Consultant may provide low resolution versions of Works produced in electronic or digital format for Client to review, which shall generally include blurry, small or lower quality watermarked examples. Client agrees and understands that upon selecting or naming in writing or other electronic or digital correspondence any single file or collection of files, whether the selection is made by specifying to Consultant a full or partial file name or by describing the file, that Client is acknowledging, agreeing and approving all Work as not being defective. Client also agrees that not naming any single or collection of files does not indicate or imply defective work.
Limitation of Liability for Damages. Neither party shall be liable for indirect, special, or consequential damages arising out of this Agreement, or for loss of revenues or loss of profits, under any theory of recovery, including contract, warranty, negligence or strict liability. In no event shall Consultant be liable for damages in excess of the related invoice or receipt in connection with this Agreement. Client and consultant agree that any disputes shall be settled in Small Claims court in the jurisdiction of Los Angeles County, California or arbitration only if Consultant agrees not to use a Small Claims court.
Termination. Consultant may terminate this Agreement and license if Client fails to timely pay required fees, uses the Works in any manner not expressly authorized, breaches this Agreement, or automatically and immediately if it is subject to liquidation, bankruptcy, insolvency, merger, acquisition or other change of ownership or restructuring. Other than when automatically terminated, any other termination shall be effective three (3) days after delivery of a written or electronic email termination notice to Client, regardless of whether receipt is acknowledged or not. Upon termination, Client shall promptly pay Consultant all fees due through the date of termination and shall immediately discontinue use of the Creative Charges or Production Charges works.
General Provisions. This Agreement is made and performed in Los Angeles County, California and shall be governed by the laws of the State of California and the copyright law of the U.S. It contains the entire understanding of the parties with respect to the use of the Works and scope of services, including any oral promises; provided, however, that Consultant is allowed to rely upon any oral instructions from Client at a photo or video shoot which instructions are later reduced to writing. The relationship of the parties is that of independent contract and shall not be deemed to create any joint venture, association, employment, or partnership. Client acknowledges that it is legally allowed, authorized and willing to enter the named Entity (Client) into this Agreement. Client acknowledges that he or she has fully read, understands and accepts all terms of this Agreement.
November 22, 2019
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Signed by Rafael Larin
Signed On: October 7, 2019
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Document Name: Commercial Licensing Agreement
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