TERMS OF SERVICE

These are the Terms of Service for Sean Audet Photography. They apply to any and all jobs that we take on. If there is anything here that you would like to negotiate, please do so before engaging in our services. By agreeing to work with us, you agree to the terms stated below, unless specified in a separate agreement which supersedes the terms below.

(newest reversion since 2023-07-31)

DEFINITIONS

For the purpose of this Agreement, “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees, and successor in title. In cases where Sean Audet Photography’ Client is a direct Client (i.e., no Agency or intermediary), all references in this Agreement to both “the Agency'' and “the Client” shall be interpreted as references to Sean Audet Photography’ Client.

For the purpose of this Agreement, the “Sean Audet Photography” means Sean Audet, including his assignees, sub-licensees, and successor in the title.

“Content” means all visual representations furnished to the Client by Sean Audet Photography, whether captured, delivered, or stored in photographic, video, digital or any other media.

COPYRIGHT

Unless otherwise stated, Sean Audet Photography retains all intellectual property rights, including copyrights, to the Content.

Digital files may contain copyright, and other information embedded in the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes a violation of the Federal Copyright Act.

USE

When Agency or Client pays Sean Audet Photography in full, then Sean Audet Photography grants the Agency or Client a limited license to use the Content for purposes stated in the invoice. Unless different license terms are stated in the invoice, this license is revocable, worldwide, non-exclusive, non-transferable, and non-sublicensable. If the invoice allows the Agency or Client to reproduce the Content, this right to reproduce does not grant the Agency or Client any intellectual property rights, including copyrights, in the Content.

Agency or Client shall not use the Content until Agency or Client has paid Sean Audet Photography in full.

Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date. In the event that Sean Audet Photography gives Agency or Client written permission to use the Content before Agency or Client has paid Sean Audet Photography in full, Agency or Client acknowledges that their license to use the Content automatically ends if Agency or Client fails to pay Sean Audet Photography by 5:00 PM Eastern Time on the day that the payment is due.

In the event that the Agency or Client desires to use the Content for purposes other than the allowed uses stated in the invoice, the Agency or Client must contact Sean Audet Photography to seek permission. This may involve new fees.

The parties agree that, if Client uses the Content in an unauthorized way, Client automatically owes Sean Audet Photography, as liquidated damages, three times Sean Audet Photography’ customary fee for such use or $3,000.00, whichever is greater.

EXCLUSIVITY

Unless Sean Audet Photography agrees otherwise in writing, this Agreement does not create an exclusive relationship between Sean Audet Photography and the Agency or Client.

Sean Audet Photography retains the rights in all cases to use the Content to include but not limited to Sean Audet Photography’ self-promotion. Sean Audet Photography understands that for public relations, media and marketing uses, the Client may desire to release the Content first. In these cases, Agency or Client must notify Sean Audet Photography at the time when the Agency of Client delivers the signed invoice to Sean Audet Photography.

INDEMNITY

Client is solely responsible for ensuring that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Content and/or Content provided by Client to be edited or used by Sean Audet Photography be secured or obtained.

Client acknowledges that Sean Audet Photography gives no warranty or representation that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or Content of art depicted in the picture (“Permissions”). In the event that Sean Audet Photography assists Client with obtaining Permissions, Client acknowledges that Client remains solely responsible for obtaining all necessary permissions.

Client is solely responsible for ensuring that any location/venue restrictions will not negatively affect Sean Audet Photography duties or any location/venue fees are paid for by the Client before the assignment.

Client agrees to indemnify, defend and hold harmless Sean Audet Photography, his employees, heirs, and agents from all demands, claims, suits, actions, or liabilities resulting from claims, damages, losses, or costs that arise due to Client’s actions or omissions.

ASSUMPTION OF RISK

Client assumes full risk of loss or damage to or arising from materials furnished by Client to Sean Audet Photography. Client also warrants that said materials are adequately insured against such loss, damage, or liability.

SCHEDULING AND RESCHEDULING

Unless otherwise specified, it is assumed that all Content detailed in the scope of work can be produced concurrently (i.e. batched together for maximum efficiency). If a scope of work must be broken down into multiple separate parts (e.g. multiple non-concurrent days of production) due to external factors (e.g. shipping or rescheduling), the Client may be subject to additional fees to cover the cost of additional time spent in production by Sean Audet Photography.

Generally: Either party may reschedule Sean Audet Photography’ services. Both parties agree to make every effort to reschedule any postponements such that Sean Audet Photography will be able to perform within 30 days of either party rescheduling.

More Than One Business Day: If Client postpones Sean Audet Photography’ services by providing at least one business day notice in advance, the Client will pay for any expenses incurred by any postponement as well as a rescheduling fee. If Client postpones Sean Audet Photography’ services, and the Client fails to agree on a reschedule date within the 30-day period, the parties will consider this as a cancellation by the Client, and Client shall pay for Sean Audet Photography’ expenses incurred up to the date of cancellation, and Client forfeits any retained paid to Sean Audet Photography.

Same Day: Unless otherwise agreed in writing, Client will be charged a 100 percent fee if Client postpones the assignment on the day of the job.

DELIVERY

Unless otherwise specified in the invoice, brief or shot list, Sean Audet Photography may deliver, and Client agrees to accept, Content encoded in an industry-standard data format that Sean Audet Photography may select, at a resolution that Sean Audet Photography determines will be suitable to the subject matter of Content and the reproduction technology and uses for which the Content is licensed.

It is the Client’s responsibility to verify that the digital data (including color profile, if provided) are suitable, and Sean Audet Photography’ sole obligation will be to replace or repair the data, but in no event will Sean Audet Photography be liable for poor reproduction quality, delays, or consequential damages for these requested changes.

REJECTION, RESHOOTS, AND ADDITIONAL REQUESTS

Authorized Representative: Client is responsible for making an authorized representative available during production so that the authorized representative can view and approve the unedited Content during the shoot. In the event that Client does not provide an authorized representative during the shoot, Client acknowledges that Client must accept Sean Audet Photography’ judgment as to the acceptability of the Content.

Rejection: Unless a rejection fee has been agreed to in writing in advance, there is no right to reject based on style or composition.

Reshoots: In the event that Client desires a reshoot (i.e., a second shoot), Client will be charged a 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, Sean Audet Photography will charge no additional fee, and Client will pay all expenses.

If requests are made (during, or after the project) which were not discussed prior to the start of production, or fall outside of the scope of work agreed upon in the invoice, brief, or shot list, Sean Audet Photography may charge the client to cover the cost of the requests.

LIMITATION OF LIABILITY

The parties intend to limit Sean Audet Photography’ liability under this Agreement. Client acknowledges that this limitation of Sean Audet Photography’ liability is reasonable and fair. Client further acknowledges that Sean Audet Photography’ pricing is based on this clause and, thus, this clause is a material term of this Agreement. Accordingly, the parties agree that in no event will Sean Audet Photography’ liability exceed the Client of the amount paid to Sean Audet Photography under this Agreement.

PAYMENT

Prior to the project, a deposit totaling 50% of the total project cost will be required. Work will not begin until the deposit has been paid.

Sean Audet Photography will not reserve a date and time of your project until the deposit and a signed agreement is received by Sean Audet Photography. The deposit is applied to the final invoice but is forfeit if the work is canceled by Client.

It is the Client’s responsibility to verify that the project quote and invoice are accurate prior to making a deposit.

Client shall strictly adhere to all payment deadlines as negotiated in this Agreement.

A re-billing fee of 10% of the unpaid invoice will be applied to any late payment per 30 days.

Returned checks will incur an additional $30 charge.

All fees and expenses payable under this Agreement are required irrespective of whether Client makes actual use of the Content or the licenses to use them.

Unless otherwise specified, all pricing communicated by Sean Audet Photography is explicitly listed in USD. Please consult your project invoice and/or quote, as well as Sean Audet’s pricing page (https://www.seanaudet.com/pricing) for a more detailed breakdown of the costs involved in your project.

PHOTO CREDIT

If a photo credit is specified in this Agreement, all published usages of Content will be accompanied by written credit to Sean Audet Photography or copyright notice. If no placement of a credit notice is specified in this Agreement, no credit or notice is required. If a credit is required but not provided, Client agrees that the amount of the invoiced fee will be subject to three-times multiple as reasonable compensation to Sean Audet Photography for the lost value of the credit line. This amount is liquidated damages and not a penalty, and both parties agree that it would be difficult for Sean Audet Photography to determine the amount of losses incurred as a result of Client’s failure to provide photo credit.

STORAGE

Sean Audet Photography strives to keep backups of all his data. Although this is true, unless otherwise expressly provided elsewhere in this Agreement, Sean Audet Photography has no obligation to retain or archive any of the Content after they have been delivered to Client. Client bears the sole risk for data backup and storage. In the event that the Client requests backup files from Sean Audet Photography, Sean Audet Photography will charge Client a restoration fee.

Content that the Client has not paid for, have not selected, and/or not been shown, will be deleted.

Any materials furnished by Client to Sean Audet Photography will be retained for two weeks after delivery of the final invoice or if the project stalls with no additional editing or scheduling for two weeks. Afterwards, unless otherwise specified, they shall be considered and treated as abandoned and may at the option and discretion of Sean Audet Photography be retained by and become the property of Sean Audet Photography, delivered to the Client at the cost and expense of the Client, or be disposed of in any manner and for whatever consideration Sean Audet Photography shall deem advisable.

DISPUTES

Except as provided in 14.c. below, any dispute regarding this Agreement shall, at Sean Audet Photography sole discretion, either:

Be arbitrated in Winnipeg, MB, under rules of the Canadian Arbitration Association and the laws of Canada; provided, however, that irrespective of any specific provision in the rules of the Canadian Arbitration Association, the parties are not required to use the services of arbitrators participating in the Canadian 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.

OR

Be adjudicated in Winnipeg, MB, under the laws of Canada and/or of Manitoba.

In the event of a dispute, Client shall pay all court costs, Sean Audet Photography’ reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Sean Audet Photography.

Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts concerning claims by Sean Audet Photography under the Canadian Copyright Act, as amended, including subsidiary and related claims.

GENERAL

Clients will be placed on Sean Audet Photography’ e-mail mailing list. If the Client wishes to be removed from the newsletter, they can be unsubscribed through links at the bottom of any newsletter or contact Sean Audet Photography.

Waiver: The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

Merger: This Agreement represents the entire Agreement between the parties.

Modification: This Agreement may not be amended, changed, or supplemented in any way except by a written agreement signed by both parties. Where time is of the essence, Sean Audet Photography entirely at its own discretion may accept an instruction given orally. In this event, Sean Audet Photography shall not accept liability for any error in executing the order.

Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

No Construction Against Drafter: The parties agree that each has had a chance to consult with legal counsel before signing this Agreement, and both parties agree that neither will be considered as the drafter of this Agreement. Accordingly, the parties agree that no principle of construing an agreement against the drafter will apply in the event of legal action between the parties.

Third Parties: There are no third-party beneficiaries to this Agreement.

Force Majeure: Except as provided in the Rejection and Reshoots section of this Agreement, neither party will be liable for failure or delay in the performance of any duties under this Agreement when such delay or failure is due to causes beyond the party’s control that could not have been avoided by the exercise of due care, including, but not limited to, acts of God; natural disasters; riots; war; epidemics; terrorist activities; government restrictions; failure of suppliers, subcontractors, or carriers; or the like. The impacted party shall give the other party notice of the failure or delay as soon as possible.

Heirs/ assigns: Both parties agree that this Agreement will be binding on their heirs and assigns. Sean Audet Photography may assign, subcontract, or delegate any rights or obligations under this Agreement.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. Scanned signatures, faxed signatures, or electronic signatures in Adobe Acrobat are binding on the parties.

Time: If the front of this Agreement defines payment in half-day and day rate – 4 or 8 hours, respectively. In the event a shoot extends beyond eight consecutive hours, Sean Audet Photography may charge for such excess time of assistants and freelance staff at the rate of 1.5 times their hourly rates.