558 Palace Court, Alameda, California USA
Half-City Design STOCK PHOTOGRAPHY STANDARD TERMS AND CONDITIONS
Images are licensed for specific, individual, documented uses only, and are only delivered to Clients who accept the following terms and conditions:
DEFINITIONS:
"Agency" refers to Michael Halberstadt/Half-City Design Stock Photography. "Client" refers to the commissioning party or company named above, its representatives, successors, assigns, agents and affiliates.
LICENSE:
Unless otherwise specified in writing, Half-City Design Stock Photography grants to Client a non-exclusive, one-time license to reproduce an image specifically identified in the invoice for specified uses only. This license is not transferable or assignable. The license takes effect only on timely receipt of payment in full. No other use, including electronic or promotional, is authorized.
PERMITTED USES:
Comps: Client may use preview images in layouts, “comps,” and related preliminary applications for sixty days. Such use is restricted to one employee of the Client company at a time, on one computer. Such uses are only authorized for internal or pre-publication applications. Any other use requires a written license specifying exact uses. This license only becomes effective when payment is received by Half-City Design Stock Photography.
PROHIBITED USES:
No image may be used in any way which defames any individual or any institution of the US Government. No image may be used in any way which is obscene, pornographic, or in any other way hostile toward the individuals or institutions represented by the image. Unless authorized in writing, no manipulation of the image by digital or other editing methods may be used.
PAYMENT:
FULL PAYMENT MUST BE RECEIVED BY Half-City Design STOCK PHOTOGRAPHY PRIOR TO PUBLICATION. ANY USE PRIOR TO PAYMENT SHALL BE CONSIDERED AN UNAUTHORIZED USE. Client agrees that reasonable and stipulated amount which shall be paid by Client to Half-City Design Stock Photography for use prior to receipt of payment by Half-City Design Stock Photography shall be ten (10) times Half-City Design Stock Photography's customary fee for such usage.
COPYRIGHT PROTECTION/CREDIT LINE:
For EDITORIAL use, credit line in the form Copyright "© Michael Halberstadt/Half-City Design Stock Photography in type no smaller than that of related text must appear adjacent to or within the photograph(s) or fee is tripled; Client acknowledges that such a triple fee is fair and reasonable for Half-City Design Stock Photography's loss of recognition and lack of copyright protection resulting from lack of, or improper, copyright notice/credit line. For Non-Editorial use, Client will provide copyright protection by placing proper copyright notice on any use. Proper notice may be either "© Client Name, Year-date of first publication", or "© (Michael Halberstadt)/Half-City Design Stock Photography" adjacent to or within the photograph(s).
LOSS OR DAMAGE OF TRANSPARENCIES, NEGATIVES, OR PRINTS:
The parties acknowledge that it is difficult if not impossible to determine the exact value of each original (film) photograph subject to this agreement because of the duration of copyright protection and its present and potential value. Therefore, the parties have agreed that the reasonable value for loss or damage of each photograph is a sum no less than the amount indicated on the first page of this agreement. Client further acknowledges that its acceptance of this liquidated damage amount is a material consideration for Half-City Design Stock Photography agreeing to deliver to Client the photographs subject to this agreement. In the event that Client infringes on Half-City Design Stock Photography's copyright in and to the works delivered herewith, then Half-City Design Stock Photography shall be entitled to obtain immediate injunctive relief to prevent further infringement and that Half-City Design Stock Photography shall not be required to post a bond to obtain injunctive relief, or if a bond is not waiveable, such bond shall not exceed $100.00. Half-City Design Stock Photography shall be entitled to recover the greater of Half-City Design Stock Photography's actual damages, or statutory damages in a sum not to exceed $20,000.00, in cases of non-willful infringement. In each instance, Half-City Design Stock Photography shall be entitled to recover reasonable attorneys' fees incurred and related costs in enforcing Half-City Design Stock Photography's rights under the United States Copyright Act, and under each federal or ancillary state law under which Half-City Design Stock Photography is awarded or granted damages.
ALTERATIONS:
Client will not make or permit any alterations, additions, or subtractions in respect of the photographs, including without limitation any digitalization or synthesizing 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 written consent.
DEFAULT:
In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Half-City Design Stock Photography's costs and expenses incurred in connection with enforcement of the terms of this agreement, including Half-City Design Stock Photography's reasonable attorney's fees.
CREDIT:
All editorial uses require adjacent credit reading “Michael Halberstadt/Half-City Design Stock Photography.”
MODEL RELEASES:
Half-City Design Stock Photography is not responsible for obtaining model, property, or other releases in connection with any of the photographs licensed herein unless specifically stated in the invoice. Clients are encouraged to request copies of appropriate release forms.
VERIFICATION OF USE:
To verify actual use, Client agrees to provide to Half-City Design Stock Photography copy of each use of the photographs no later than the date of first publication. Failure to provide this copy will constitute a material breach of the agreement.
INDEMNITY:
Client hereby indemnifies and holds Half-City Design Stock Photography harmless against any and all liabilities, claims, and expenses, including reasonable attorney fees, arising from Client's use of Half-City Design Stock Photography's work. Client assumes insurer's liability (a) to indemnify Half-City Design Stock Photography for all loss, damage, or misuse of any photographs: and (b) to return all photographs prepaid, fully insured, undamaged, by bonded messenger or overnight delivery service.
NO WARRANTY:
Except as specified on the authorizing licenses, Half-City Design Stock Photography makes no warranties, expressed or implied concerning the photographs or other media provided.
RETROACTIVE LICENSE:
Virtually all photography offered for license by Half-City Design Stock Photography is protected by the provisions of the Millennium Copyright Act of 1998. Except as specified by Copyright law, any unauthorized and unlicensed use constitutes a violation of this act and may be remedied by a suit in Federal court. At Half-City Design Stock Photography’s sole discretion, a retroactive license may be offered at a fee of up to ten times the ordinary rate for such uses. Retroactive license offers are good for ten (10) days from invoice; failure to make payment for such retroactive licenses will result in cancellation of such offer and a filing of suit in Federal court.
RETURN OF PHOTOGRAPHS & DESTRUCTION OF DIGITAL MEDIA:
Client assumes all risk for all photographic material supplied by Half-City Design Stock Photography from time of receipt by Client to time of actual receipt of photographs by Half-City Design Stock Photography. Client agrees to return all such material in undamaged, unaltered and unretouched condition within thirty (30) days of receipt, or if a License is granted, within three (3) months of receipt by client or by first publication date, whichever is sooner, or such other period as is stated in writing herein. Client agrees to destroy all digital files within one week of reproduction. If the files were sent on digital media, all such material must be returned in undamaged condition within thirty (30) days of receipt.
DEPARTMENT OF DEFENSE REGULATIONS:
It is the Client’s responsibility to comply with any US Department of Defense rules or regulations that may apply to use of photographs depicting aspects of the US armed forces in advertising.
GRANT OF RIGHTS AND LICENSE COVERAGE:
Grant of reproduction rights hereunder is conditioned upon Client's written acceptance of each term set forth in this agreement, including but not limited to, receipt of payment in full by Half-City Design Stock Photography and placing of the required copyright notice on each use of Half-City Design Stock Photography's work. All rights not expressly licensed to Client in writing remain the exclusive property of Half-City Design Stock Photography. Unless otherwise stated above, duration of license is six times the periodicity of the publication or ninety (90) days which ever comes first.
MISCELLANEOUS:
Client may not assign or transfer this license. No alterations may be made in any of these provisions without the express written consent of the Half-City Design Stock Photography. These terms and conditions supersede any and all terms and conditions on Client’s purchase order. Client terms and conditions are not accepted by Half-City Design Stock Photography.
GOVERNING LAW:
This agreement incorporates by reference Articles II and III of the Uniform Commercial Code now in existence, in the State of California, and the Copyright Act of 1976 as amended. This agreement shall be deemed to be a contract made under the laws of the United States of America and the State of California and for all purposes shall be interpreted in its entirety in accordance with these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the State of California or the United States District Court for the District of the State of California. Client specifically waives all rights to contest each court proceeding on the grounds of personal jurisdiction, venue and forum non-convenience. In the event of any award or judgment in favor of Half-City Design Stock Photography, or any settlement between Half-City Design Stock Photography and Client, arising from effecting and protecting Half-City Design Stock Photography's rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by Half-City Design Stock Photography and/or Half-City Design Stock Photography's legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgment, or settlement.