Transparency Leasing Terms

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1. DEFINITIONS: This agreement is by and between AGStockUSA and the commissioning party, ("Client", named on the face of this Agreement, including Client's representatives). AGStockUSA's relationship with Client is that of an independent contractor. "Photograph(s)" refers to the photographic or any other form of materials (color transparencies) delivered by AGStockUSA to Client.
   
   
2. TIME ALLOWED ON APPROVAL: The transparencies (hereinafter "Photographs") indicated herein are submitted on approval, for Client's use only, for a period of twentyone (21) days. If Photograph selection cannot be completed in this time, an extension should be requested in writing. Retention for a longer period without agreement as to leasing is not authorized and AGStockUSA reserves the right to charge a holding fee of one dollar per day ($1.00) per transparency for all time during which Photographs are held in excess of said 21 day period. Photographs held beyond 90 days will be considered lost and will be billed as such. Payment for lost Photographs shall not constitute granting a license for any use.
   
   
3. ELECTRONIC DATA: Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner use, scan, reproduce or copy any Photograph(s) in whole or in part except as may be otherwise expressly stated on the front of this Agreement. Client shall not electronically or by any other means, methods or processes, whether now known or hereafter developed, in any manner retain, store, use or alter any Photograph(s) in whole or in part, except as may be otherwise expressly stated on the front of this Agreement.
   
   
4. TYPES OF USAGE: In cases where more than one-time rights are requested (such as exclusive calendar rights, 3 year poster rights, etc.), the presentation of this material to Client must not be taken to mean that any of these specialized use rights are positively available. Licensing is sold on a non-exclusive usage. The availability of specialized rights must be confirmed in writing by AGStockUSA , and our invoice constitutes Client's license to reproduce the photographs in the manner indicated. If photographs are published without authorization, triple damages will be charged. Full payment grants authorized usage.
   
   
5. FEES FOR USAGE: The fees charged are based on the use to be made of the Photograph(s). Complete information shall be provided by Client as to media, geographic coverage, size of image, number to be printed, audience and frequency of re-use to enable AGStockUSA to quote an appropriate rate for usage.
   
   
6. PAYMENT OF FEES: Payment shall be made against invoice within thirty (30) days from the date of the invoice. A service charge of 1.5% per month as to any amount unpaid thereafter shall be charged.
   
   
7. CANCELLATION FEE: Cancellations may be made within ten days from the date of the invoice provided the Photograph(s) were not used. Thereafter, a 50% cancellation fee of the invoice will be charged. After 30 days no cancellation is allowed and full payment of the invoice is required.
   
   
8. MODEL RELEASES: No model releases or other releases exist unless specified herein. Except as to those executing such specific releases, the Client shall hold harmless, defend and indemnify AGStockUSA against any and all claims arising out of the use of the Photograph(s) by the Client, except for the amount of the invoice.
   
   
9. OWNERSHIP OF PHOTOGRAPHS: ALL PHOTOGRAPHS ARE TO BE RETURNED. Both originals and duplicates shall at all times remain the property of AGStockUSA and the photographer. All photographs must be returned by insured mail or bonded carrier (e.g. Federal Express). This includes those on which any usage rights have been purchased, as well as those on approval on which no usage rights have been granted. All rights not specifically invoiced and licensed, are reserved to AGStockUSA.
   
   
10. CLIENT'S RESPONSIBILITY: No part of any submission by AGStockUSA may be passed on to third parties not directly concerned with the request for Photographs. Photographs from AGStockUSA may be used ONLY for the purpose for which they are licensed. Duplicates or separations made from AGStockUSA photographs may not be sold, copied, syndicated, rented, loaned or reused in any manner without special written permission from AGStockUSA. The Client is responsible for loss or damage to the Photograph(s) from the time of receipt until the time of their return to AGStockUSA. In the event of loss or damage of a photograph during this time, it is agreed that the reasonable minimum value of such lost or damaged Photograph(s) shall be one thousand five hundred dollars ($1,500.00) for each photograph.
    
    
11. COPYRIGHT: All images are protected under the Copyright Law of 1976. A credit line will be given, when applicable, stating: (1) a legal copyright symbol, (2) the photographers name, and (3) AGStockUSA, and placed in close proximity to the reproduced photograph. Any copyright secured on the Photograph(s) shall be reassigned to AGStockUSA without charge.
    
    
12. COLLECTION FEES: Any collection costs shall be paid by the Client in addition to the amount of the invoice and damages.
    
    
13. ACCEPTANCE OF TERMS: Holding Photograph(s) constitutes acceptance of the above terms, for which no signature is required.
    
    
14. MODIFICATIONS, GOVERNING LAW AND MISCELLANEOUS: This Agreement sets forth the entire understanding and agreement between AGStockUSA and Client regarding the Photograph(s). This Agreement supersedes any and all other prior representations and agreements regarding the Photograph(s), whether written or verbal. Neither AGStockUSA nor Client shall be bound by any purchase order, term, condition, representation, warranty, or provision other than expressly stated in this Agreement. No waiver or modification may be made to any term or condition contained in this Agreement unless in writing and signed by AGStockUSA. Waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision of this Agreement. Any objections to the terms of this Agreement must be made in writing and delivered to AGStockUSA within ten (10) days of the receipt of this Agreement by Client or Client's representative, or this Agreement shall be binding. No Photograph(s) however may be used in any manner without AGStockUSA's prior written consent (an invoice may be considered written consent), and Client's holding, reproduction or use of any Photograph(s) in any manner constitutes Client's complete acceptance of this Agreement. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the state of California. If any action of law is necessary to enforce or interpret the terms of this agreement, the Client shall pay, in addition to damages, reasonable attorney fees, and costs. Venue shall be in the City and County of Monterey, State of California. All Photograph captions are for reference only, and shall not be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorable for or more strongly against AGStockUSA or Client.