Terms and Conditions

Notice: Bamboo ShootZ, Inc. retains the rights of all images it photographs.
Bamboo ShootZ, Inc., Terms and Conditions are subject to change without notice. Please periodically return to this page.

1. DEFINITIONS: This Agreement is by and between Bamboo ShootZ, Inc. (“Licensor”) and the commissioning party (the “Client” named on the front of this Agreement, which includes Client’s representatives). Licensor’s relationship with Client is that of an independent contractor. “Image(s)” means the visual and/or other forms of materials or digital information supplied by Licensor to Client. Licensor is the sole creator of the Image(s). The Image(s) are Licensor’s interpretation, rather than literal copy of any concepts or layouts provided to Licensor by Client. “Service(s)” means the photography and/or related digital or other services described on the front of this Agreement that Client is specifically commissioning Licensor to perform pursuant to this Agreement. “Transmit” or “Transmission” means distribution by any device or process whereby a copy of an image is fixed beyond the place from which it was sent. “Copyright Management Information” means the name and other identifying information of Licensor, terms and conditions for uses of the Image(s), and such other information that Licensor may prescribe

2. FEES, CHARGES AND ADVANCES: Client and Client’s representatives are jointly and severally responsible for full payment of all fees, charges and advances. The rights licensed, fees, charges and advances set forth in this Agreement apply only to the original specification of the Services. Additional fees and charges shall be paid by the Client for any subsequent changes, additions or variations requested by Client. All advance payments are due prior to production.

3. POSTPONEMENTS AND CANCELLATIONS: If Client postpones or cancels any photography “shoot date” or other Service, in whole or in part, without first obtaining Licensor’s written consent, Client shall pay Licensor 50% of Licensor’s quoted fees. If Client postpones or cancels with less than two business days’ prior written notice to Licensor, Client shall pay 100% of Licensor’s quoted fees. Client shall in any event pay all expenses and charges incurred in connection with any acts postponed or cancelled shoot date or other Service.

4. FORCE MAJEURE: Licensor shall not be in default of this Agreement by reason of its delay in the performance of or failure to perform, in whole or in part, any of its obligations hereunder, if such delay or failure results from occurrence beyond it reasonable control and without its fault or negligence. Client will pay 100% of Licensor’s daily weather delay fee (as set forth on the front of this Agreement) for any delays due to weather conditions or any acts or occurrences beyond Licensor’s reasonable control, plus all charges incurred.

5. CLIENT APPROVAL: Client is responsible for having its authorized representative present during all “shooting” and other appropriate phases of the Service(s). Licensor accepts verbal and written notification of this authorized representative. If no representative is present, Licensor’s interpretations shall be accepted, by Client. Client's representatives shall be bound by all tenants of Licensor's Terms And Conditions. Client shall be bound by all approvals and job changes made by Client’s representatives. Client agrees to sign Licensor's "Final Approval" form and any other production forms. Client understands to not do so will delay production and Client's receipt of their image(s), or product, in a timely way. If the image(s) is delivered and posted to the licensed URL(s), or website address(es), prior to signing the "Final Approval" form, licensor will accept posting in lieu of signature as proof of "Final Approval." If Licensor delivers image(s) to Client's representative, be this representative a graphic design company, or person, a consulting firm, or person, a web design company, or person, a programming company, or person, a web hosting company, or any kind or type of company involved with Client, in any and every way, and Licensor, within five days of delivering the images to Client, or its authorized representative, does not receive any verbal or written communication from Client, than Licensor's images shall be accepted.

6. OVERTIME: In the event any Services extend beyond eight consecutive hours in one day, Client shall pay overtime for crew members and assistants at the rate of 1 times their hourly rate or fees, and if the Services extend beyond 12 hours in one day, Client shall pay overtime for crew members and assistants at the rate of double their regularly hourly rates or fees.

7. RESHOOTS: Client shall pay 100% of Licensor’s fees and charges for any reshooting or redoing of Services requested by Client. If the Image(s) become lost or unusable by reason of defects, damage, equipment malfunctions, processing, or any other technical error, prior to delivery of the Image(s) to Client, Licensor will perform appropriate Service(s) again, without additional fees, provided Client advances and pays all charges, and pays all fees and charges in connection with the initial Services.

8. LIMITATION OF LIABILITY AND INDEMNITY: Even if Client’s exclusive remedy fails of it essential purpose, Licensor’s entire liability shall in no event exceed the license fee paid to Licensor. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR GENERAL, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING FROM THIS AGREEMENT, THE SERVICE (S), THE IMAGE (S), OR ANY ACTS OR OMMISSIONS OF LICENSOR. Client shall indemnify, defend and hold Licensor and Licensor’s representatives harmless from any and all claims, liabilities, damages, and expenses of any nature whatsoever, including actual attorneys’ fees, costs of investigation, and court costs arising from or relating to Client’s direct or indirect use of the Image(s) or in connection with Licensor’s reliance on any representations, instructions, information, or materials provided or approved by Client.

9. RIGHTS LICENSED: The licensed rights are transferred only upon: (a) Client’s acceptance of all terms contained in this Agreement, (b) Licensor’s receipt of full payment, and (c) the use of proper copyright notice and other Copyright Management Information requested or used by Licensor in connection with the Image(s). Licensor is willing to license the Image(s) to Client only upon the condition that Client accepts all of the terms of this Agreement. Unless otherwise specifically stated on the front of this Agreement, all licenses are non-exclusive and the duration is one year from the date of Licensor’s invoice and for English language use in the United States of America only. In some cases specifically assigned by Licensor in writing, licensing rights, in those cases, shall begin at the time the Client's authorized representative receives the images. This authorized representative may be a programmer, a web company, a graphic designer, or other type authorized representative listed in Paragraph 5. Licensor reserves all rights in the Image(s) of every kind of nature, including, without limitation, electronic publishing and use rights, in any and all media, throughout the world, now existing and yet unknown, that are not specifically licensed or transferred by this Agreement. No license is valid unless signed by Licensor. This is subject to the Licensor and only the Licensor. Client shall not assign any of its rights or obligations under this Agreement. This Agreement shall not be assignable or transferable without the prior written consent of Licensor and provided that the assignee or transferee agrees in writing to be bound by all the terms, conditions, and obligations of this Agreement. Any voluntary assignment or assignment by operation of law of any rights or obligations of Client shall be deemed a default under this Agreement allowing Licensor to exercise all remedies including, without limitation, terminating this Agreement, obtaining all net worth or financial information of any assignee and full and timely performance of all obligations and complete and substantial assurances of all future performance.

10. REMOVAL OF IMAGE (S): Client assumes all risk for all Image(s) supplied by Licensor to Client, from the time of Client’s receipt, to the time of the removal receipt of the Image (s) placed in possession and control of Licensor. If no removal date appears on the front of this Agreement or on any related delivery memo, Client shall remove all Image(s) within 30 days after the first publication or use of the Image(s), whichever occurs first.

11. LOSS OR DAMAGE: IN CASE OF LOSS OR DAMAGE OF ANY ORIGINAL IMAGE (S), CLIENT AND LICENSOR AGREE THAT THE REASONABLE VALUE OF EACH ORIGINAL IMAGE IS $2,500. Once original Image(s) are lost or damaged it is extremely difficult and impracticable to fix their individual value. Accordingly, Licensor and Client agree that the reasonable liquidated value of each original Image is $2,500. Client agrees to pay Licensor $2,500 for each lost or damaged original Image and Licensor agrees to limit Licensor’s claim to that amount without regard to the actual value of such Image. An image shall be considered an original if no high reproduction quality duplicate of that Image exists.

12. PAYMENT AND COLLECTION OF TERMS: Invoices from Licensor are payable upon receipt by Client. The unpaid amount of any invoice, within 10 days of the mailing date of the invoice, will incur a late payment charge of 1 ½% per month but not in excess of the lawful maximum. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their actual attorney’s fees, court costs, and all other non-reimbursable litigation expenses such as expert witness fees and investigation expenses. No lawsuits pertaining to any matter arising under or growing out of this Agreement shall be instituted in any place other than the state of Licensor’s principal place of business.

13. TAX: Client shall pay and hold Licensor harmless on account of any sales, use, or other taxes or government charges of any kind, however denominated, imposed by any government, including any subsequent assessments, in connection with this Agreement, the Image(s), the Service(s), or any income earned or payment s received by Licensor hereunder. To the extent that the Licensor may be required to withhold or pay such taxes Client shall promptly thereafter furnish Licensor with funds in the full amount of all the sums withheld or paid.

14. RELEASES: NO MODEL, PROPERTY, TRADEMARK, OR OTHER SUCH RELEASE EXISTS FOR ANY IMAGE (S) UNLESS LICENSOR SUBMITS TO CLIENT A SEPARATE RELEASE SIGNED BY A THIRD-PARTY MODEL OR PROPERTY OWNER.

15. ELCTRONIC RIGHTS: No electronic publishing or use of any kind is licensed unless specifically stated on the front of this Agreement. The use rights reserved by Licensor include, without limitation, all rights of publication, distribution, display, Transmission, or other use in electronic digital and other media of any kind, now existing and yet unknown. Any rights licensed by Licensor for any use in a collective work exclude all use of rights for any kind of revision of that collective work including any later collective work in the same series.

16. MODIFICATIONS, GOVERNING LAW AND MISCELLANEOUS: This Agreement sets forth the entire understanding and Agreement between Licensor and Client regarding the Service(s) and/or the Image(s). This Agreement supersedes any and all representations and Agreements regarding the Service(s) and/or the Image(s), whether written or verbal. Neither Licensor nor Clients shall be bound by any purchase order, term, condition, representation, warranty or provision other than as specifically stated in this Agreement. No waiver or modification may be made to any term or condition contained in this Agreement unless in writing and signed by Licensor. Waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision of this Agreement. Any objection to any of the terms of this Agreement must be made in writing and delivered to Licensor within ten days of receipt of this Agreement by Client or Client’s representative, or this Agreement shall be binding. Notwithstanding anything to the contrary, no Image(s) may be used in any manner without the Licensor’s prior written consent, and Client’s holding of any Image(s) constitutes Client’s complete acceptance of this Agreement. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the state of Licensor’s principal place of business, excluding the conflict of laws rules of the state. All paragraph captions in this Agreement are for reference only, and shall not be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorably for or more strongly against Licensor or Client.

17. TESTIMONIALS: Client understands and agrees that any and all information shared verbally, or in writing, over the phone, in e-mails, faxes, voice mail messages and in-person will be used by Licensor for promotional purposes.

18. SPONSORED IMAGES: Bamboo ShootZ, Inc., sponsored images are supported by advertising. Bamboo ShootZ, Inc., is not responsible for statement(s) contained in any third party advertisement, for content displayed on their website, or for any transaction between you and the advertiser.