Jane Messinger commercial photography terms and conditions:

[1] Definitions: This agreement is by and between the “Photographer” (Jane Messinger) and the “Client” (the commissioning party named on the face of this Agreement, including Client’s representatives). Photographer’s relationship with Client is that of independent contractor. "Image(s)" means all visual representations furnished to Client by Photographer, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media. Photographer shall be considered the sole author of the Image(s). The Image(s) will be the Photographer’s interpretation rather than a literal re-creation of Client’s concept(s) and/or layout(s).

[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. No rights are transferred to Client unless and until Photographer has received payment in full. Digital files may contain copyright and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the Images or the licenses to use them. This is not a work made for hire. All Image(s) are © 2014 Jane Messinger.

[3] Photo Credit: All published usages of Images will be accompanied by written credit to Photographer or copyright notice as specified in this agreement.

[4] Assumption of Risk: Client assumes full risk of loss or damage to or arising from materials furnished by Client and warrants that said materials are adequately insured against such loss, damage, or liability.

[5] Reshoots: Client will be charged 100 percent fee and expenses 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.

6] Assignment Cancellations and Postponements: Cancellations: If notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 50 percent fee. Postponements: Unless otherwise agreed in writing, Client will be charged a 50 percent fee if postponement of the assignment occurs after photographer has departed for location. Fees for cancellations and postponements will apply irrespective of the reasons for them, specifically including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.

[7] Fees, Charges, and Expenses: Client and Client’s representatives are jointly and severally responsible for full payment of all fees, charges and expenses. The rights licensed, fees, charges and expenses listed on this Agreement only apply to the original assignment description. Additional compensation may be required for any subsequent changes, additions or variations requested by Client.

[8] Payment and Collection: Invoices from the Photographer are payable upon receipt by Client unless stated differently on face of this Agreement. In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Photographer’s costs and expenses incurred in connection with enforcement of the terms of this agreement, including Photographer’s reasonable attorney’s fees.

[9] Sales/Use Tax: Client is responsible for payment of applicable sales, use, or transit taxes invoiced, and for any subsequent assessment made by sales and/or use tax authorities.

[10] Indemnification: Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of any Images or arising out of use of or relating to any materials furnished by Client. Unless delivered to Client by Photographer, no model or property release exists, and it is Client's responsibility to obtain the necessary permissions for usages that require any model or property releases not delivered by Photographer. It is Client's sole responsibility to determine whether any model or property releases delivered by Photographer are suitable for Client's purposes. Photographer's liability for all claims shall not exceed in any event the total amount paid under this invoice.

[11] 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 1976, as amended.

[12] Disputes: Except as provided in [13] below, any dispute regarding this agreement shall, at Photographer's sole discretion, either: (1) be arbitrated in Somerville, Massachusetts, under rules of the American Arbitration Association and the laws of Massachusetts; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $7,000 or less may be submitted without arbitration to any court having jurisdiction thereof. OR (2) be adjudicated in Somerville, Massachusetts under the laws of the United States and/or of Massachusetts. (3) In the event of a dispute, Client shall pay all court costs, Photographer's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer.

[13] Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act of 1976, as amended, including subsidiary and related claims.