DEFINITION: This agreement is between you, the “Client” or “Client Representative”, and Clearwood Tech “Photographer/Videographer” that explains how you can use photos, video clips, (individually and collectively, “content”) that you license from Clearwood Tech. By purchasing content or services from Clearwood Tech, you accept the terms of this agreement.

QUOTED FEES AND EXPENSES: The fees and expenses quoted are for the original scope of work and uses agreed upon. Any changes are subject to a separate agreement. The Client and/or Client Representative are jointly and severally responsible for payment of fees and expenses. Any changes in scope of work agreed to verbally during the shoot will constitute a change in the original fees or expenses and will be reflected in the final invoice.

PAYMENT: Invoices payable upon receipt. A $50.00 re-billing fee will be applied to any unpaid balance after 30 calendar days, and for each additional 30 calendar day period in which an invoice is re-billed.

CLIENT REPRESENTATION: The Client is responsible for the presence of an authorized representative at the shoot to approve Clearwood Tech’s interpretation of the assignment. If no Client Representative is present, Clearwood Tech’s interpretation shall be deemed acceptable.

RE-SHOOTS: Clearwood Tech will charge 100% of invoiced fees and expenses for any re-shoot required by the Client. Clearwood Tech will charge no fees due to an act of God or due to the fault of a third party, however Client shall pay all expenses.

CANCELLATIONS & POSTPONEMENTS: The Client is responsible for payment of all expenses incurred up to the time of Client’s cancellation or postponement, plus 25% of quoted fees. If Client’s notice of cancellation or postponement is given less than 48 hours before the shoot date the Client is responsible for payment of all expenses incurred up to the time of cancellation or postponement, plus 100% of quoted fees. The Client is responsible for payment of 100% of quoted fees and expenses if postponement is required on location due to weather conditions, and 50% of quoted fees if postponement occurs prior to departure to location.

GRANT OF RIGHTS AND COPYRIGHT NOTICE: Grant of any reproduction rights is conditioned upon receipt of payment in full and use of proper copyright notice. All rights not expressly granted remain the exclusive property of Clearwood Tech. Unless otherwise stated on the invoice, duration of the grant of rights is one year from invoice date and limited to use in the United States of America. Client must delete all digital production materials and associated files after terms have expired.

LICENSING: Clearwood Tech offers 3 use licenses. (a) Right-Managed (RM): Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, or in an order confirmation or invoice. Non-Exclusive, meaning that Client does not have exclusive rights to use the content. Clearwood Tech can license the same content to other customers. (b) Royalty-Fee (RF): Perpetual, meaning there is no expiration or end date on Client’s rights to use the content. Nationwide, meaning content can be used in any geographic territory within the United States of America. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that Client does not have exclusive rights to use the content. Clearwood Tech can license the same content to other customers. (c) Exclusive: Perpetual, meaning there is no expiration or end date on Client’s rights to use the content. Nationwide, meaning content can be used in any geographic territory within the United States of America. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Client has exclusive rights to use the content. Clearwood Tech cannot license the same content to other customers. All produced media by Clearwood Tech is governed by RM licensing, unless otherwise agreed upon.

RESTRICTED USES: Client may not use content in a defamatory or other unlawful manner, or in violation of any applicable regulations. Client may not falsely represent themselves as the original creator of Clearwood Tech’s work i.e. Client cannot create artwork based solely on licensed content and claim that they are the author. Client may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).

ATTRIBUTION: Client does not need to include credit for commercial use, but if content is used for editorial purposes, Client must include the following credit adjacent to the content or in production credits: “[Photo][Video] by Clearwood Tech”. Content used in an audio/visual production where credits are accorded to other providers of licensed material, Client must include the following credit in comparable size and placement: “[Video] [Imagery] supplied by Clearwood Tech”. Client may use the name of Clearwood Tech as necessary to give attribution, but may not otherwise use Clearwood Tech names, logos, or trademarks without prior written approval.

INDEMNITY: The Client shall indemnify Clearwood Tech against any claims and damages, including reasonable counsel fees, arising from Client’s use of production materials, Clearwood Tech’s use of production materials, or instructions of the Client.

PROPERTY RELEASE: Payment of invoice will further constitute a property release if the owners of the property are named on the invoice.

CHANGE OF TERMS: The Client may not assign or transfer the rights licensed herein. Any modifications of these terms must be in writing and signed by each party before any invoice will be issued. This agreement is made under and shall be governed by the laws of the state in which Clearwood Tech’s principle place of business is located.