General Agreement

 

This agreement is between UNDERSEE LLC, a California Limited Liability Company (“UnderSee”) and ________________________ , an individual (“CUSTOMER”). The parties agree as follows:

 

1. DEFINITIONS

“Video(s)” means any tangible results of the Services produced or generated by UnderSee including photographs, videos, prints and literary works produced or generated by UnderSee in the course of providing the Services.

 

“Services” means all video capture, editing, and hosting services to be performed by UnderSee under this agreement.

 

“Fee” means the payment for Services rendered.

 

2. SCOPE OF WORK.

UnderSee shall provide underwater Video Services to the CUSTOMER and deliver digital access to the Video via a commercial video hosting platform of UnderSee’s choosing. UnderSee will make the Video available to the CUSTOMER for one (1) year following the posting of the Video to the commercial video hosting platform. A permanent digital copy may be requested for download by CUSTOMER for their personal use. 

 

3. CUSTOMER OBLIGATIONS.

3.1 CUSTOMER shall review the Video within seven days of being made available via a commercial video hosting platform. UnderSee shall notify CUSTOMER of Video availability via email, text, or phone contact, including voicemail.

 

3.2 CUSTOMER may request additional or more detailed Video footage to be filmed and made accessible by UnderSee. In such cases, additional Services will be quoted and invoiced ahead of additional Video capture.

 

4. OWNERSHIP AND USAGE RIGHTS

CUSTOMER acknowledges that UnderSee is the exclusive owner of all Videos, including without limitation, all Intellectual Property Rights in or to the Videos or arising out of the Video(s). CUSTOMER understands and agrees that the Videos are intended to be a work made for hire under the United States Copyright Act and as such the Videos shall be owned exclusively and unconditionally by UnderSee from the inception of the Videos. In the event that the Videos do not qualify as a work made for hire under the United States Copyright Act, CUSTOMER hereby assigns to UnderSee all right, title, and interest, including all copyrights related thereto, in and to the Videos. 

 

CUSTOMER shall have no rights in or to the Videos and/or any deliverables, works, footage, or assets created by CUSTOMER in connection with the performance of the Services and shall not reproduce, distribute, use or exploit the foregoing.

5. INDEMNITY AND LIMITATION OF LIABILITY

5.1 The CUSTOMER must indemnify, keep indemnified and hold harmless UnderSee for all loss, damage (direct or indirect), liability or injury caused or contributed to either directly or indirectly by the CUSTOMER or any person the CUSTOMER is responsible for (including personnel and sub-contractors).

 

5.2 The CUSTOMER must indemnify, keep indemnified and hold harmless UnderSee from and against all claims, damages, loss and expenses arising out of or in connection with the CUSTOMER’s breach of this agreement or any negligence, reckless or wilful act or omission by the CUSTOMER or any person the CUSTOMER is responsible for.

 

5.3 UnderSee will not be liable for any misrepresentation that may occur as a result of any editing or manipulation of images carried out by UnderSee in accordance with this agreement.

 

5.4 UnderSee’s liability to the CUSTOMER is limited to the value of the agreed Fee.

 

5.5 Neither party will be liable for consequential, special, indirect, exemplary or punitive liabilities in relation to a breach of this agreement or event, fact, matter or circumstance.

 

6. PRIVACY AND PERMISSIONS

6.1 Unless specifically agreed in writing prior to the commencement of photography and videography services under this agreement, UnderSee will provide the Deliverables without obtaining model or property release forms.

 

6.2 It is solely the responsibility of the CUSTOMER to obtain such permissions and to make the legal and moral decision whether to publish photographs which contain images of individuals where model release forms have not been obtained.

 

6.3 UnderSee accepts no liability in circumstances where supplied images are used by the CUSTOMER without such a release and subsequent action is taken by individuals or companies against the CUSTOMER. Should the CUSTOMER require such permissions, UnderSee should be informed in writing prior to the Date(s) for Services.

 

6.4 In addition, UnderSee accepts no responsibility where images of trademarks/company logos are used by the CUSTOMER to support other non-associated works.

7. PAYMENT TERMS.

7.1 Payment in full of the Fee shall be made at the time of scheduling or before Services are rendered.

 

7.2 Rescheduling for Services may be requested up to 24 hours ahead of a scheduled appointment. Rescheduling must occur within 30 days of the previous Appointment, unless both Customer and UnderSee agree to a different timeline in writing.

 

7.3 Cancellation of Services with no subsequent reschedule will be subject to a one-time $45 charge.

 

8. FORCE MAJEURE.

A party will not be in breach of or in default under this agreement on account of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

(a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and

(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

 

9. GOVERNING LAW.

9.1 Choice of Law. The laws of the state of California govern this agreement (without giving effect to its conflicts of law principles).

 

9.2 Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Santa Barbara County, California.

 

10. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

 

11. ASSIGNMENT AND DELEGATION.

11.1 No Assignment. Neither party may assign any of its rights under this agreement, except with theprior writUnderSee consent of the other party. All voluntary assignments of rights are limited by this subsection. 

 

11.2 No Delegation. Neither party may delegate any performance under this agreement, except with the prior writUnderSee consent of the other party. 

 

11.3 Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

 

12. COUNTERPARTS; ELECTRONIC SIGNATURES.

12.1 Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

 

12.2 Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by email or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

 

13. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that in validity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

 

14. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

 

15. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings.

 

Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

 

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party’s signature.

 

Customer: _______________________

 

Date:______________________________ By:____________________________________________________________