Sara Keith Studios
Terms & Conditions
 Definition: "Image(s)" means all visual representations furnished to Client by Sara Keith Studios, whether captured, delivered, or stored in photographic, video, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document, Sara Keith Studios may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Sara Keith Studios may select, at a resolution that Sara Keith Studios determines will be suitable to the subject matter of each Image and the reproduction technology and uses for which the Image is licensed. If the data are not deemed suitable, Sara Keith Studios's sole obligation will be to replace or repair the data, but in no event will Sara Keith Studios be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, Sara Keith Studios has no obligation to retain or archive any of the Images after they have been delivered to Client. A transfer free may be charged if Client requests images to be delivered for a second time, either by internet or flash drive. Client is responsible for sending an authorized representative to the assignment or for having an authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is obligated to accept Sara Keith Studios's judgment as to the acceptability of the Images.
 Rights: The parties agree that any usage of any Image without the prior permission of Sara Keith Studios will be invoiced at three times Sara Keith Studios customary fee or invoice for such usage. Digital files may contain copyright and other information embedded in the metadata or credits; 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. Unless specifically provided elsewhere in this document, no reprographic, reprint, republication or other secondary reproduction usages may be made, and usage rights are granted only for one-time, English language North American editorial print editions of the publication listed on the front of this document.
 Photo/Video Credit: All published usages of Images may be accompanied by written credit to Sara Keith Studios or copyright notice as specified on the reverse side. If no placement of a credit or copyright notice is specified on the reverse side, no credit or notice is required. If a credit is required but not actually provided, Client agrees that the amount of the invoiced fee will be subject to a three-times multiple as reasonable compensation to Photographer for the lost value of the credit line.
 Sharing and Usage: All Images provided to Client are for the use of Client only in the terms agreed upon. Unless stated elsewhere in this document, or in a separate Memorandum of Understanding signed by Sara Keith Studios, videos and images provided by Sara Keith Studios may not be utilized by a third party without prior agreement from Sara Keith Studios. If Images are shared and utilized by third party without prior consent from Sara Keith Studios, Client will pay three times the invoiced or billed amount for the creation, editing and usage of the particular Image or Images.
 Alterations: Client will not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, including making digital scans unless specifically permitted on the reverse side. Client may not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, including making digital scans unless specifically permitted on the reverse side, except that cropping and alterations of contrast, brightness, and color balance, consistent with reproduction needs may be made. Client may make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images alone or with any other material, including making digital scans, subject to the provisions as stated in  below.
 Indemnification: Client will indemnify and defend Sara Keith Studios 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 Sara Keith Studios, 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 Sara Keith Studios. It is Client's sole responsibility to determine whether any model or property releases delivered by Sara Keith Studios are suitable for Client's purposes. Sara Keith Studio's liability for all claims shall not exceed in any event the total amount paid under this invoice.
 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.
 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 Sara Keith Studios, 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. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any state. Sara Keith Studios is an independent contractor and not an employee. If Sara Keith is deemed under any law to be an employee of Client, and if the Images are therefore considered works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Images to Sara Keith. Client agrees to execute any documents reasonably requested by Sara Keith Studios to accomplish, expedite or implement such transfer.
 Disputes: Except as provided in signed MOU from client or  below, any dispute regarding this agreement shall, at Sara Keith Studio's sole discretion, either:
(1) be arbitrated in Atlanta, Georgia, under rules of the American Arbitration Association and the laws of Georgia; 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 $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof.
(2) be adjudicated in Atlanta, Georgia under the laws of the United States and/or of Georgia.
(3) In the event of a dispute, Client shall pay all court costs, Sara Keith Studio's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Sara Keith Studios.
 Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Sara Keith Studios under the Copyright Act of 1976, as amended, including subsidiary and related claims.
 Overtime: In the event a shoot extends beyond a previously agreed upon time, Sara Keith Studios may charge for such excess time of assistants and freelance staff at the rate of 1 and 1/2 times their hourly rates. Overtime includes more than 3 revisions of video or photograph, which is at the request of Client and not at fault of Sara Keith Studios.
 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. If Sara Keith Studios charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.
 Assignment Cancellations and Postponements: Cancellations: Client is responsible for payment of all expenses incurred up to the time of cancellation of the assignment; however, if notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 100 percent fee. No fee will be charged if Client cancels a week in advance. Postponements: Unless otherwise agreed in writing, Client will be charged a 100 percent fee if postponement of the assignment occurs after Sara Keith Studios has departed for location, and 50 percent fee if postponement occurs before departure to 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, severe illness and the fault of a third party.