TERMS RELATIVE TO SUBMISSION

1. Photographs, transparencies, scans or digital images (hereafter "Photographs") may be held for fourteen (14) days' approval. Unless a longer period is requested and granted by Don Guzan (hereafter "Dguzan"), in writing, a holding fee of Five ($5.00 US) Dollars per week per photograph after such 14 day period and up to the time of return.

2. No other use is granted until submission of and payment of an invoice indicating Recipient's right to use same, or indicating purchase of the Photographs outright, which shall be only on terms of use hereinafter specified. Permission to scan or digitalize photographs is granted for prepress purposes only, provided the digitalized versions are stored only as long as work on the project is in progress. When the project is complete all digital versions of the photographs must either be destroyed or returned to Dguzan, even if those scans were produced and paid for by the recipient.

3. Recipient is responsible for loss of or damage to the Photographs delivered to it, from time of receipt until their return to Dguzan. Recipient shall be responsible for safe delivery and return of Photographs to Dguzan and shall indemnify Dguzan against any loss or damage to Photographs in transit or while in possession of Recipient. This agreement is not considered a bailment and is specifically conditioned upon the item so delivered being returned to Dguzan in the same condition as delivered. projection of transparencies is not permitted. Recipient assumes an insurer's liability herein for the safe and undamaged return of Photographs to Dguzan. Such Photographs are to be returned by bonded messenger or by registered mail (return receipt requested), prepaid and fully insured.

4. The monetary damage for loss or damage of an original color transparency or photograph shall be determined by the value of each individual photograph. Recipient agrees, however, that the reasonable value of such lost or damaged photograph or transparency shall be Fifteen Hundred ($1,500.00 US) Dollars, that a lost or damaged duplicate transparency or a digital file is One Hundred ($100.00 US) Dollars. Dguzan agrees to the delivery of the goods herein only upon the express covenant and understanding by Recipient that the terms contained in this Paragraph 4 are material to this agreement. Recipient assumes full liability for its employees, agents, assigns, messengers and free-lance researchers for the loss, damage or misuse of the photographs.

TERMS AS TO USE

5. (a) Unless otherwise specifically stated, Photographs remain the property of Dguzan. Upon submission of and receipt of payment of an invoice by Dguzan, a license only is granted to use the Photographs for the use specified on the invoice and for no other purpose. Such use is granted for the United States only, unless otherwise specified. Recipient does not acquire any right, tile or interest in or to any Image, including, without limitation, any electronic reproduction or promotional rights, and will not make, authorize, or permit any use of the particular photograph(s), plate(s) or digital files made there from other than as specified herein. Full credit and copyright information must remain with file. Any authorized duplicate must be returned to Dguzan after use.

(b) Photographs are to be returned within four (4) months after date of invoice, except in the case of outright purchase or unless otherwise indicated on invoice. Recipient agrees to pay, as reasonable charges, the sum of Five ($5.00 US) Dollars per week, per Image after such four (4) month period to date of return. 

6. Recipient is solely responsible for loss of or damage to Photographs and will indemnify Dguzan against any loss or damage, commencing with receipt by Recipient of such Photographs until their return to, and receipt by Dguzan. In this connection, Recipient assumes an insurers liability herein for the safe and undamaged return of the Photographs to Dguzan. Such Photographs are to be returned either by bonded messenger, or by registered mail (return receipt requested, prepaid and fully insured.)

7. The monetary damage for loss or damage of an original color transparency or photograph shall be determined by the value of each individual photograph. Recipient agrees, however, that the reasonable value of such lost or damaged photograph or transparency shall be Fifteen Hundred ($1,500.00 US) Dollars, and One Hundred ($100.00 US) Dollars for a duplicate transparency or digital file. Dguzan agrees to the delivery of the goods herein only upon the express covenant and understanding by Recipient that the terms contained in this Paragraph 7 are material to this agreement. Recipient assumes full liability for its employees, agents, assigns, messengers and free-lance researchers for the loss, damage or misuse of the photographs.

8. No model releases or other releases exist on any Photographs unless the existence of such release is specified in writing by Dguzan. Recipient shall indemnify Dguzan against all claims arising out of use of any Photographs where the existence of such release has not been specified in writing by Dguzan. In any event, the limit of liability of Dguzan shall be the sum paid to it per the invoice for the use of the particular Image involved. User will hold Dguzan harmless from all claims for the use of the Photographs, including defamatory use. Dguzan gives no right or warranties with respect to the use of names, trademarks, logo types, registered or copyrighted designs or works of art depicted in any Image, and the client must satisfy himself that all necessary rights, consents or permission as may be required for reproduction is secured.

9. This agreement is not assignable or transferable on the part of Recipient.

10. This contract contains all the terms of the agreement between us (agency and recipient) concerning delivery and review of Photographs, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent  invoice/copyright license supersede any and all terms of the client or recipient's purchase order. Any subsequent invoice/copyright license we may issue, may contain additional terms relating to rights granted and the type of use allowed.

11. Time is of the essence in the performance by Recipient of its obligation for payment and return of photographs hereunder. No rights are granted until payment is made to Dguzan, even though Recipient has received an invoice.

12. Payment herein is to be net thirty (30) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to Dguzan within ten (10) days after receipt of invoice. In the event that any Photographs are used by Recipient in publications, then Recipient shall send to Dguzan, on a semiannual basis (June 30th and December 31st), a certified statement setting forth the number of sales, sublicenses, adaptations, translations, and any other uses. Recipients shall provide Dguzan with two (2) free copies of such publications immediately upon printing.

13. Rights are being reserved to recipient when an invoice is created. If recipient does not use the invoiced image, it is subject to a cancellation fee of 25% of the total amount of the invoice.

14. Photographs used editorially should bear a credit line as indicated by Dguzan. Recipient shall provide copyright protection to the Image. Such copyright shall be immediately assigned to Dguzan upon request, without charge.

15. All rights not specifically granted to Recipient are reserved for Dguzan's use and disposition without any limitation whatsoever.

16. Recipient agrees that the above terms are made pursuant to article 2 of the UNIFORM COMMERCIAL CODE and agrees to be bound by it. Objections to any term must be made and agreed to by both parties in writing within ten (10) days.

DISPUTES OR CLAIMS ARISING OUT OF SUBMISSION AND/OR USE

17. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Chicago, Illinois, pursuant to the rules of the American Arbitration Association, Judgment upon the award rendered may be entered in the highest court of the Forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Illinois. If recipient of this contract is an agent for an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here.

18. If Dguzan is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.

19. None of the Photographs licensed may be used in such a manner so as to defame the subject in the Image, or in a manner which causes the subject to be held up to scorn or ridicule.