1. Definition
“Image(s)” means all visual representations furnished to Client by Photographer, in this case is Vassili Goussakov of OTIDO Solutions, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document, Photographer may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer 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 colour profile, if provided) are suitable for reproduction of the expected quality and colour accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Photographer’s sole obligation will be to replace or repair the data, but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, Photographer has no obligation to retain or archive any of the Images after they have been delivered to Client.
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 Photographer. Rights are assigned to Client immediately upon delivery of images. Unless otherwise specifically provided elsewhere in this document, any grant of rights is limited to usage in print and digital media in North America for commercial marketing use. Virtual Tours, if provided, will be hosted on Photographer’s website for a period of one (1) year.
All rights to images expire when 1) the MLS listing active at the time of delivery of images expires and is not renewed, 2) MLS listing is assumed by, transferred to or newly created by other Realtor/Broker.
3. Payment
Full payment is required on completion of shoot, and prior to delivery of Images. No part of any order, including previews, will be delivered if payment has not been received. If full payment has not been received within 7 days, all rights are revoked at Photographer’s discretion.
4. 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 Photographer, 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 Canada and Bill C-11, as amended. Photographer is an independent contractor and not an employee.
5. Travel Expenses
Photographer, at its discretion, may charge travel expenses for shoots that are located more than 20 kilometres from the Photographer, at the rate of $2/kilometre for each kilometre beyond 20 kilometres, one way only.
6. Reshoots
Client will be charged 100 percent fee 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, Photographer will charge no additional fee, and Client will pay all expenses.
7. Client Cancellations
At photographer’s discretion, Client is responsible for 50 percent of Photographer’s fee; however, if notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 100 percent fee.
8. Client Postponements
Unless otherwise agreed in writing, at the discretion of the Photographer, Client may be charged a 100 percent fee if postponement of the assignment occurs after photographer has departed for location, and 50 percent fee if postponement occurs before departure to location. At the Photographer’s discretion, fees for cancellations and postponements will apply irrespective of the reasons for them, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.
9. Photographer Cancellations
If the Photographer cannot fulfil the obligations of this Contract due to illness, emergency, or any other reason, the Photographer will return any deposit or pre-payments for Services to the Client, and shall not have any further liability with respect to this Contract. This limitation on liability shall also apply in the event that the Images or photographic materials are damaged in processing, lost through camera or media malfunction, or otherwise lost or damaged without fault on the part of the Photographer. In the event that the Photographer fails to deliver on this contract for any reason, the Photographer shall not be liable for any amount in excess of the fee received from the Client.
10. Acknowledgement
By accepting and using the Images produced by the Photographer, whether received digitally or on physical media, the Client agrees to abide by the terms of this Contract, and acknowledges that Client has read and agreed to its terms.