FotoGenie Service Contract
Mighty Audio, Inc.
Requests Ubergram, LLC to Complete:
"Jam Collection Product Shots"
DESCRIPTION OF PRODUCTS & SERVICES. On this date, below, Pro Lenser, (“Photographer”) an independent contractor of FotoGenie (Ubergram, LLC) will provide:
Mighty Audio, Inc.
3221 HUTCHINSON AVE
LOS ANGELES, CA 90034
Hereby referred to as “Customer” with the following Content Creation Services; hereby collectively referred to as "Services."
SERVICES PROVIDED ON:
September 26, 2018
BeMighty website & advertising product photos including basic photo mastering for 4 angles of each of 4 “looks.” (16 images total) Additional mastering may be purchased separately.
RATE & LICENSING FEES:
$1350 for 10 Hours
Commercial Licensing Fees Apply
PERFORMANCE OF SERVICES: (1) Ubergram, LLC agrees to sub-contract one of its professional affiliate Pro Lensers, hereby referred to as “Photographer,” to capture premium quality digital photographs/digital content as per Customer's stated and purchased requests (listed above), allowing for independent artistic expression to achieve Customer’s curated content objectives; (2) Ubergram, LLC agrees to meet Customer’s needs for web or print; (3) Ubergram, LLC and Photographer will use digital photography and color and post-production management knowledge to produce photographs/content for Customer; and (4) Ubergram, LLC will provide Customer with an optional maximum upload of three  RAW preview images immediately and the top 5% of RAW selects of the total photos captured during the shoot via FTP server link within one  to ten  Business Days of the scheduled photo shoot depending on total Photo Mastering required. More images may be requested by Customer if desired.
SERVICES FEES: Customer hereby agrees to pay Ubergram, LLC all invoiced Deposits, Rental and Booking Fees upfront before the photo shoot is scheduled. Customer also agrees to pay the balance of Services invoiced upon the completion of photo shoot and subsequent delivery of photo materials via a private FTP server or SmugMug gallery.
SERVICE DEPOSIT: By signing this Agreement, Customer agrees to pay a NONREFUNDABLE deposit of a minimum of 50% of the purchased Services. When the shoot is completed, the original Services Fee will be applied to the total sum owed in the Final Invoice Statement. Only the remaining balance is due.
48hrs before date of shoot.
BALANCE UPON DELIVERY: Customer agrees to pay a holding deposit towards the total value of all Services rendered. Final amount due upon delivery. Customer has five (5) business days to complete total payment without penalty. A 10% late-fee for all Services will be assessed for each additional day not paid.
TIME ALLOTTED & OVERTIME FEES: In the interest of all parties to expedite production and keep overall costs to a minimum, some Photo Services are offered with a specific time limit. Both the Customer and Photographer are requested to adhere to these time limitations. If additional time is needed to complete the shoot, Customer and Photographer may mutually decide to continue.
If Customer determines more time is necessary, Photographer will maintain an accurate record of what additional time is used to complete the shoot. Both parties must respectfully acknowledge that a significant period (over an hour) of additional time required to complete a shoot implies that the Customer will pay an extra fee of 10% the initial value of the Photo Service Fee per additional hour.
PHOTOGRAPHER’S RESPONSIBILITY: Photographer agrees to photograph Customer or Customer’s Products and Subjects according to Customer’s desires within reasonable consideration of the described Photo Services. Photographer also agrees to capture all content to the best of his or her ability within the prescribed time allotted. If the shoot extends beyond said time allotment, Photographer must endeavor to complete the shoot as quickly as possible to achieve Customer’s complete satisfaction. Photographer may be compensated for additional time, but must first do so in writing to Ubergram, LLC. Should additional compensation be requested, Ubergram, LLC reserves the right to review and accept or deny any such claims before paying additional fees at its discretion. Upon completion of the photo shoot, Customer may request Photographer to send an optional “preview” including no more than three (3) of the images captured to the Customer’s email. In addition, Photographer is required to submit the top 5% of the best RAW image selects from the total number of images captured to Ubergram, LLC’s FTP server or SmugMug link. (A link will be provided to Customer upon upload completion.) Ubergram, LLC asks Photographer to use his or her best professional judgment or to directly consult with Customer to determine which photographs will satisfy Customer’s objectives – doing so facilitates the overall submission process and allows Ubergram, LLC to pay Photographer a maximum rate fee. No further post-production or mastering work is required.
RAW PHOTO NOTICE:
All photos/content are provided to Customer in 100% RAW (untouched) form. Content “mastering” is optional, but not included unless previously purchased.
PHOTO MASTERING: Neither the Photographer nor Ubergram, LLC is required to perform or submit fully mastered digital images. All images are submitted in RAW format unless otherwise specified. To have digital mastering (“Photoshop” touch-ups etc.) performed, Customer must purchase Mastering Options online on Ubergram, LLC’s website: www.fotogenieapp.com. Customer may also “purchase” Photo Mastering Services via written or verbal consultation with Ubergram, LLC. If mastering services are requested at the time of booking, those fees may be included in this Service Agreement Invoice. Pro-Rated fees may apply. All services will be listed as purchased in Customer’s final billing statement.
CUSTOMER REQUEST FOR MASTERING REVISIONS: If Photo Mastering is purchased, Customer may request one (1) single revision of any photo submitted. Additional revisions will be charged individually according to the "Photo Mastering" prices at the time of purchase. Fees may vary.
ADDITIONAL PRODUCTION CONSIDERATIONS: All Services prices listed online are based on minimum production costs. Final Service Fees may vary depending on optional considerations such as Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc. Ubergram, LLC specializes in custom-content creation and brand engagement technology, but may provide additional production needs as requested. Upon initial consultation, Ubergram, LLC will determine what Customer’s content creation needs are then provide a customized Services Contract “Agreement” and an itemized invoice including all Additional Production Considerations pending Customer’s approval before the photo shoot is scheduled.
PRICING & PAYMENT: Pricing on all Services is based on minimum production costs and may include a minimum Deposit for booking/scheduling. Unless otherwise requested or invoiced, Customer is responsible for all ancillary production costs, considerations and applicable insurance fees with relation to the photoshoot/content creation. All Services purchased online will be applied as an equal value credit to Customer’s final billing statement. Final Service Fees may vary depending on optional considerations such as Stylist, Hair/Make-Up, Catering, Equipment Rental, Transportation, Location Insurance Fees etc. Upon initial consultation, Ubergram, LLC will provide this Services Contract and an itemized invoice including all additional production considerations pending Customer’s approval.
Upon Customer’s payment of deposit and signed approval of this Agreement, this Agreement will be binding and Customer hereby agrees to pay the balance and/or sum total of all invoiced fees upon delivery of Services. Ubergram, LLC shall retain the initial Shoot Deposit as a refundable deposit for Services rendered. Upon completion of Services, Ubergram, LLC will issue a Final Invoice to Customer. Full Payment of the Final Invoice must be submitted to Ubergram, LLC within five (5) business days of the date of transfer. Payments not submitted within five (5) days shall be considered as “late” or “unresolved” fees and therefore will be subject to a 10% penalty fee of the total invoiced amount for each day not paid.
COMMERCIAL-USE PHOTO LICENSING: Depending on the commercial nature and intended use of the content being created, Ubergram, LLC may request Customer to pay Commercial Licensing Fees. These fees may include Royalty Free Licensing Fees to retain the non-exclusive rights to use photos commercially in perpetuity or for a multi-use, limited time period. Additional fees may be required for any and all future commercial-use licensing purposes. Should a Commercial Licensing Fee be requested, all fees must be paid by Customer as part of the fulfillment of this Service Agreement. All fees will be negotiated and secured by Ubergram, LLC before Customer may use any images for commercial purposes. Any commercial-use of images created by Ubergram, LLC prior to securing commercial licensing fees is strictly prohibited.
Commercial-Use Licensing is calculated based on Customer’s projected ad-spend and is adjusted on a sliding scale according to international photography industry standards. In an effort to keep Customer’s costs to a minimum, FotoGenie issues licensing agreements at lower rates than all our competitors and commercial agencies. For a full explanation of licensing fees, please read our Commercial Licensing Guide
COMMERCIAL LICENSING FEE:
Commercial Licensing Fees TBD
GEAR RENTAL DEPOSITS & FEES: By online order, Customer may request that Ubergram, LLC rent production equipment, lighting, props, automobiles etc. After online checkout, Ubergram, LLC will contact Customer to determine what items must be rented before conducting an initial search for rental companies that provide the required production rentals. All Rental Deposit and Item Rental fees will be listed in an Estimate Invoice pending Customer approval prior to scheduling the photoshoot/content creation. If Customer requests Ubergram, LLC to deliver and return all Rental Items before and after the photo shoot, Customer agrees to pay the day-rate fee ($150) for a Delivery Production Assistant for each pre and post-production day spent “in transit.” Customer also agrees to pay Ubergram, LLC all invoiced Rental Deposit and Item Rental Fees prior to scheduling the photo shoot. Any remaining balance, late-return, damage or overage fees that apply to Rental Fees upon return to Rental Location will be paid by Customer unless said fees were caused or incurred by Ubergram, LLC. In the event that Customer fails to submit payment for Final Invoice items, rental-related or otherwise, Customer hereby forfeits all initial Deposit fees and agrees to allow Ubergram, LLC to retain the sum total of all Rental Deposit and Item Rental Fees.
CANCELLATION POLICY. A minimum of two (2) Business Days notice is required for cancellation of this Service Agreement by Customer. Any cancellation made by Customer less than two (2) Business Days prior to the agreed upon Service Date will result in a full, non-refundable retention of the Shoot Deposit. A minimum of five (5) Business Days notice is required for cancellation of this Contract by Ubergram, LLC. Should a valid cancellation occur, Ubergram, LLC and Photographer agree that all deposits shall be returned and no additional fees for rentals or Services shall be invoiced or billed. Any cancellation made by Photographer less than five (5) Business Days notice prior to the agreed upon service date will result in the forfeiture of all previously agreed upon Rates and be subject to the terms of Ubergram, LLC’s Independent Contractor Agreement. Photographer is required to pay all penalty fees subject to final approval by Ubergram, LLC. All cancellation fees are non-refundable. If the cancellation is initiated by Ubergram, LLC, all fees paid to Ubergram, LLC from Customer shall be fully refunded, INCLUDING the deposit fee. Refund shall be paid out within thirty (30) calendar days from the cancellation date.
EXCLUSIVE PHOTO(S) COPYRIGHT & STOCK OWNERSHIP. Any and all photo(s), works, ideas, discoveries, products, or other information (collectively, the "Work Product(s)") developed in whole or in part by Ubergram, LLC in connection with the Services are the exclusive property of Ubergram, LLC. Ubergram, LLC reserves the right to use all Content, Images, Work Products for its own commercial purposes and for licensing as stock photography. If Exclusive Commercial Rights are required, Customer may request them. Upon request, Ubergram, LLC will execute all documents necessary to either share ownership of the Content, Images or Work Product(s) - or relinquish its rights to the Customer. Photographer must agree to and sign Ubergram, LLC’s Independent Contractor Agreement prior to executing or completing any photoshoot/content creation for Ubergram, LLC or Customer. Models must agree to and sign Appearance and Rights Release Forms prior to working or being photographed by Ubergram, LLC or Customer. As further stipulated in the Ubergram, LLC Rights Release Forms, Customer and Photographer are hereby granted the rights to use the images captured during this photo shoot for commercial and personal use. In good faith, Ubergram, LLC asks that where possible, Customer and Photographer endeavor to credit “FotoGenie” and Ubergram, LLC, its products and services. Ubergram, LLC will do the same for the Customer.
COMMERCIAL USE PHOTO LICENSE OPTIONS
Web Size 640x640 up to .3Mpix (Small web links, click-bait, icons etc.)
Low Resolution 1Mpix (Social Media, Facebook, Instagram, blogs etc.)
High Resolution 4Mpix (Print Brochures etc.)
Original RAW Resolution 12Mpix RAW (Large Prints for display)
Terms of Commercial Use:
Unless otherwise stipulated, Ubergram, LLC grants you a perpetual non-exclusive, non-transferable, worldwide license to purchase prints of FotoGenie Stock Images via SmugMug (https://fotogenie.smugmug.com/) or download digital files of your Images via a private FTP gallery link provided upon the completion of this shoot/content creation. Use of the Image(s) for permitted purposes is defined as:
Advertising & Social Media Marketing
As part of a Commercial Website for promotional purposes
Print Materials: Posters, Display Prints, Flyers, Tearsheets
Publications: Magazines, Books, Newspapers, Other Publications
Video, Broadcast, Theatrical
You may NOT resell, relicense, redistribute without express written permission from Ubergram, LLC. Use as a derivative work, either reselling or redistributing such derivative work is prohibited. Images may not be used in a pornographic, obscene, illegal, immoral, libelous or defamatory manner. Images may not be incorporated into trademarks, logos, or service marks. Images may not be made available for download.
Ubergram, LLC retains all rights, license, copyright, title and ownership of the Images until otherwise granted.
There is no warranty, expressed or implied, with the purchase of this digital Image or print material. Ubergram, LLC shall not be liable for any claims or incidental, consequential or other damages arising from this license or Customer’s use of the Images.
RELATIONSHIP OF PARTIES. It is understood by the Customer that Ubergram, LLC and the Photographer are independent contractors and not the Customer’s employees. No further employment, legal responsibilities, contracts, personal or financial liabilities are hereby assigned or implied.
LIMITS OF LIABILITY: By purchasing the Services online and signing this Service Agreement, Customer hereby acknowledges that neither Ubergram, LLC nor the Photographer shall be held liable for any property damage or injuries to persons that may occur with relation to the photo shoot. Each person or entity involved in the photo shoot is responsible for his or her own safety, health considerations and any related personal or property liability concerns. Customer and Photographer hereby waive Ubergram, LLC, its affiliates and employees from all liability for health or property damages.
WARRANTY. Ubergram, LLC and Photographer shall provide Services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable industry standards and will provide a standard of care equal to, or superior to, care used by service providers similar to Ubergram, LLC on similar projects.
SATISFACTION GUARANTEE: Customer satisfaction is Ubergram, LLC’s priority. If for some reason, Customer is not satisfied with the Photographer’s craftsmanship, images or content creation ability, Customer may request a full or partial refund. Ubergram, LLC reserves the right to investigate all claims for refunds and may or may not issue refunds at its own discretion. In every case, Ubergram, LLC will propose the best alternative options before issuing a full refund for quality considerations. Therefore, it is incumbent upon the Customer and the Photographer to coordinate their efforts to produce the highest quality content possible. Photographers are trained to work in close conjunction with Customer to achieve the best results. Similarly, the Customer must provide clear direction and make suggestions about the quality of the content during the photoshoot/content creation process. As a result, no refund requests should come as a “surprise” to either the Photographer or Ubergram, LLC. Thank you for your understanding.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: 1.] The failure to make a required payment when due. 2.] The insolvency or bankruptcy of either party. 3.] The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. 4.] The failure to make available or deliver the Services in the time and manner provided for in this Contract.
FORCE MAJEURE. If performance of this Service Agreement or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, Acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
TERM. Ubergram, LLC, Customer and Photographer agree that this Contract shall commence on the above date and it shall be valid for five  years hence. Said Agreement may be extended and/or renewed by additional or supplemental agreement of all parties memorialized in a subsequent amendment. This Photography Contract (the "Contract,” “Agreement”) is made effective as of the above date (the "Effective Date"), by and between Customer, Photographer and Ubergram, LLC of 1185 Immokalee Road, Suite 120, Naples, Florida 34110.
AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Contract shall be governed by the laws of the State of Florida.
This Agreement is effective as of the date first written above and shall be signed on behalf of Ubergram, LLC by its Founder, Dan Smarg and its Customer hereby agrees to pay Ubergram, LLC all invoiced Deposits and Booking Fees upfront before the photo shoot is scheduled and the balance of Services rendered upon the completion of photo shoot and delivery of all photo materials.
FotoGenie Photography Services by Ubergram, LLC:
Principal | Founder:
***If you agree, please click this link to digitally "sign" this Service Agreement.***