Alan Blakely's Terms and Conditions

ALL PHOTOGRAPHY ASSIGNMENTS AND LICENSES ARE SUBJECT TO THE FOLLOWING AGREEMENT TERMS AND CONDITIONS:

1. Definitions: This agreement is by and between the “Photographer” (Alan Blakely) 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 an independent contractor. “Image” or “Image(s)” refers to photographic or any other form of materials delivered by Photographer to Client. 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). “Assignment” refers to the photography assignment described on the face of this Agreement that Client is specifically commissioning pursuant to this Agreement.

2. 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.

3. Postponements and Cancellations: A Postponement is a rescheduling of the Assignment by the Client, with prior consent of the Photographer, to a mutually agreeable date within 30 calendar days of the original Assignment date. Client is responsible for payment of all fees, charges and expenses incurred up to the time of Postponement. If Client cancels the Assignment, Client is responsible for all fees, charges and expenses incurred up to the time of Cancellation plus 50% of the Photographer’s fees. If Client cancels with less than two (2) business days prior notice from date of Assignment, Client is responsible for all fees, charges and expenses incurred up to the time of Cancellation plus 100% of the Photographer’s fees.

4. Exclusive Access: Client warrants and agrees that Photographer will be the only photographer/videographer/audio-visual professional on-site during the day of the photoshoot. Photographer requires exclusive access to the property to ensure the best possible finished photographs. If other photographers/videographers/audio-visual professionals are found to be on-site, the Photographer will bill the Client for 50% of the Photographer’s fees and postpone the photoshoot.

5. Client Approval: Client is responsible for having its authorized representative present during all “shooting” phases of the Assignment to approve Photographer’s interpretation of the Assignment. If no representative is present, Photographer’s interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client’s representatives.

6. Reshoots: Client will be charged 100% of Photographer’s fee and expenses for any reshoot required by the Client. For any reshoot required because of an act of God or the fault of a third party, Photographer will charge no additional fee and Client will pay all expenses.

7. Indemnity: Client shall indemnify and hold Photographer and Photographer’s representatives harmless from any and all claims, liabilities and damages, including reasonable attorney fees and court costs arising from Client’s use of the Image(s) or from Photographer’s reliance on any representations, instructions or materials provided or approved by Client.

8. Copyright: This is not a work made for hire. All Image(s) are © 2025 Alan Blakely. Alan Blakely is the sole copyright holder for all images.

9. Reproduction Rights: The right to reproduce or use any Image(s) is conditioned on Photographer’s receipt of payment in full. Unless otherwise stated on the face of this Agreement, the terms of the License are as follows: “A single-party, non-transferable license for all media with no expiration. The License may not be assigned, transferred, or shared with a third party, including, but not limited to: clients, contractors, sub-contractors, consultants, manufacturers, distributors, retailers, re-sellers, property owners/managers, sales agents, social media connections, friends, personal associates, etc. Editorial fees are payable to the Photographer.” Except as expressly licensed by the Photographer in this Agreement, the Photographer reserves all other rights in and to the Image(s) of every kind and nature. No license is valid directly issued by the Photographer on the Photographer’s Invoice. No licensed rights may be assigned or transferred to a third party without the Photographer’s consent.

10. Payment and Collection: Invoices from the Photographer are payable upon receipt by the Client unless stated differently on the face of this Agreement. Payment In Full must be received by the photographer PRIOR to any publication—electronic or otherwise. 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.

11. 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.

12. Releases: No model or property release exists for any Image(s) unless the Photographer submits a separate written model or property release to the Client.

13. Conflict of Terms: In the event of a conflict of terms between this agreement and the Client’s purchase order, all terms of this agreement have been agreed to by both the Photographer and Client and therefore are binding and supersede any terms on the Client’s pre-printed “terms & conditions” found on the back of the Client’s purchase order agreement.

14. Modification and Governing Law: This Agreement sets forth the entire Agreement between Photographer and Client regarding the Assignment and/or Image(s). No waiver or modification may be made to any term or condition contained in this Agreement without the express written consent of the Photographer. Client’s reproduction or use of any Image(s) in any manner whatsoever constitutes acceptance of this Agreement. This agreement shall be deemed to be a contract made under the laws of the United States of America and the State of Utah and for all purposes shall be interpreted in its entirety in accordance with these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the State of Utah or the United States District Court for the State of Utah. Client specifically waives all rights to contest each court proceeding on the grounds of personal jurisdiction, venue and forum non-convenience. In the event of any award or judgement in favor of Photographer, or any settlement between Photographer and Client, arising from effecting and protecting Photographer’s rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by Photographer and/or Photographer’s legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgment, or settlement.