Photographer Agreement

Effective date: Sep 1, 2020

Photographer Service Agreement

Key Terms

Recitals

Whereas, Seize has developed a mobile application through which its Clients (defined below) can search for and hire photographers (each, a “Photographer”) to take photos for or on behalf of a Client at certain “destination” type locations.

Whereas, Seize desires to engage Photographer, and Photographer desires to accept such engagement, to join Seize’s roster of Photographers from which Clients may choose to hire for their photography needs in accordance with the terms provided herein.

Agreement

Definitions. As used in this Agreement:

  1. Assignment” means a particular photography session for a specific Client.
  2. Client” means a client of Seize that purchases services from Seize.
  3. Confidential Information” means all information disclosed or made available by Seize or Seize’s affiliates to Photographer during the term of this Agreement that is or reasonably should be understood to be confidential or proprietary to Seize. Confidential Information may be disclosed in written or other tangible form or by oral, visual, or other means. Confidential Information includes, but is not limited to, (a) all information disclosed or made available by Seize that should reasonably have been understood by Photographer to be proprietary and confidential to Seize or to a third party because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, (b) all Work Product and (c) the terms of this Agreement.
  4. Intellectual Property” means all products of the intellect, including Confidential Information, data, designs, diagrams, documentation, drawings, ideas and inventions (whether or not patentable or reduced to practice), know-how, and materials, methods, models, specifications, works of authorship, and other forms of technology.
  5. Intellectual Property Rights” means all intellectual property rights throughout the world, including rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
  6. Photographs” means the photographs taken by Photographer via the Seize Platform at the request of a Client.
  7. Rules” means Seize’s then-current rules, service levels, requirements, and procedures for providing Services, including, without limitation, the provision of Services at a Client’s premises. Without limitation, the Rules shall include that Photographer shall not harass any Clients, nor shall Photographer be under the influence of any drugs or alcohol while performing any Services.  
  8. Services” means the services to be performed or actually performed by Photographer under this Agreement for Clients, including, without limitation, completing Assignments.
  9. Seize Platform” means the Seize the App mobile application and website.

Engagement

  1. Performance of Services. Seize hereby engages Photographer, and Photographer hereby accepts such engagement, as an independent contractor to provide the Services. Photographer shall perform the Services in accordance with the terms of this Agreement and all Rules and will use Photographer’s expertise and creative talents in performing the Services. Photographer shall provide, at Photographer’s own expense, a place of work and all equipment, tools, and other materials necessary to complete the Materials. Photographer shall devote such of Photographer’s time, attention, knowledge, and skills as may be required to perform the Services in accordance with the terms of this Agreement and any other service level agreement(s) agreed to by Photographer and Seize. Seize’s engagement of Photographer is on a non-exclusive basis, and Photographer acknowledges that other Photographers may be providing services similar to the Services within the same locale as Photographer. Photographer shall comply with the Rules. Seize may update the Rules from time-to-time in its discretion and will use reasonable efforts to provide Photographer advance notice of material changes.  Photographer is responsible for reviewing the Rules.
  2. Delivery of Content. All content collected on behalf of a Seize assignment must be delivered to the client via the Seize platform. Unless otherwise specified by a Seize rep, the use of external content delivery platforms ( including but not limited to Dropbox, Google Drive, etc.) are prohibited. Delivering content outside of the Seize platform will lead to the Photographer’s account being flagged and the Photographer will still need to upload the photos via Seize to be compensated for their assignment.
  3. Conditions Precedent to Performance of Services. In addition to executing this Agreement, prior to Seize permitting Photographer to provide any Services, Photographer shall:

Register as a Photographer via Seize’s website: www.seizetheapp.io/Photographer-info;

Register with Seize’s third party payment processor, which, as of the date of this Agreement, is Stripe (https://stripe.com/). Seize may, from time to time, change its payment processor, and in each such event, Photographer agrees to register with the then-current payment processor in order to continue receiving payment of the Fees;

Provide proof of COVID-19 vaccination to Seize;

Download the Seize Platform on their mobile device.

  1. Accepting Assignments. Seize shall assign Clients to Photographer for whom to complete the Services via e-mail invitations or in-app notifications. Photographer may accept or reject an Assignment at their sole discretion; provided, however, that if Photographer rejects three Assignments in a one month period, Seize may terminate this Agreement and Photographer’s Services. From time to time, Seize may hold marketing events (“Events”) during which Seize shall establish a presence at a tourist attraction and invite potential Clients to have their photographs taken. Seize may request Photographer’s presence at such Events to provide their Services, which Photographer may accept in their sole discretion. If any entry fees to a tourist attraction are required for Photographer, Seize shall cover the costs of the same.
  2. Cancelling Assignments. A Photographer must cancel an assignment before 24 hours of the assignment to remain in good standing. If the Photographer cancels within 24 hours, the Photographer’s account will be flagged. Canceling within 2 hours of the assignment, no show, and/or no contact will lead to the Photographer's immediate temporary suspension from the platform for 3 months.
  3. Permitting. Photographer acknowledges that certain public locations (e.g., national and state parks, monuments, and recreational areas) require photography permits. Photographer agrees that it shall be solely responsible for obtaining any necessary permits, passes, or licenses from the applicable municipality or third party prior to completing an Assignment, including all costs related thereto. Photographer will carry all applicable licenses, passes, and permits with them at all times while performing the Assignment. Photographer shall comply with all rules and regulations applicable to the location of the shoot. Photographer shall further indemnify and hold Seize harmless against any fines, costs, or liabilities incurred by it relating to any failure to obtain a necessary permit for an Assignment, or for any failure to comply with any rules or regulations applicable to the location of the shoot. Notwithstanding the foregoing, Photographer shall not be responsible for licenses and/or permitting when performing Services during an Event.
  4. Independent Photographer Relationship. Photographer’s relation to Seize under this Agreement is that of an independent contractor. Nothing in this Agreement is intended to, or should be construed to, create a partnership, joint venture, or employer-employee relationship between Seize and Photographer. Photographer is not the agent of Seize and is not authorized and must not represent to any third party that Photographer is authorized, to make any commitment or otherwise act on behalf of Seize. Photographer is customarily engaged as an independent photographer. Without limiting the generality of the foregoing:

Benefits and Contributions. Photographer is not entitled to any benefits that Seize may make available to Seize’s employees, such as unemployment insurance, group insurance, profit-sharing, or retirement benefits. Seize will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Photographer.

Taxes. No income tax or payroll tax of any kind shall be withheld or paid by Seize on behalf of Photographer for any payment under this Agreement, except as may be required by law for payments to independent contractors. Photographer is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, or local tax authority, self-employment taxes, and all other taxes, fees, and withholdings arising from the payment of fees to Photographer under this Agreement and agrees to do so in a timely manner. If applicable, Seize will report the fees paid to Photographer under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law.

Compensation

  1. Fees. Subject to the terms and conditions of this Agreement, Seize shall pay Photographer the fees (“Fees”) specified below as Photographer’s sole and complete compensation for all Services, Photographs and Intellectual Property Rights provided by Photographer under this Agreement. No other fees will be owed by Seize under this Agreement.  Seize may revise the Fees in its sole discretion upon 30 days’ prior written notice. All Client invoices are collected through the Seize Platform, and all Fees for such Services shall be paid to Photographer via the Seize Platform.
  2. Services at Events. For any Services provided at Events, Photographer shall be compensated on an hourly basis for their presence at the Event at the rates provided to Photographer in Seize’s email invitation to Photographer for the Event. By accepting the invitation and providing Services at the Event, Photographer shall be deemed to have accepted the hourly rates in the applicable email invitation as payment in full of the Fees for those Services.
  3. All Other Services. For all Services provided by Photographer outside of events, Photographer shall be paid on an on-Assignment basis at a rate equal to 80% of the invoice to the Client for that Assignment.
  4. Expenses. Except as provided in Section 2.3, Photographer will be solely responsible for all expenses incurred by Photographer in connection with performing the Services or otherwise performing Photographer’s obligations under this Agreement.
  5. Client Support.  Photographer acknowledges that from time to time, Clients may have quality related complaints regarding the Services rendered by Photographer. Photographer agrees to work in good faith with Seize and the Client to remedy reasonable quality concerns of the Client. If Seize determines, in its sole but reasonable discretion, to refund the Client all or a portion of the fees paid by Client, Photographer will refund an equal portion of the Fees paid to it by Seize for that particular Assignment.

Confidentiality

  1. Use and Disclosure. Photographer shall: (a) maintain the confidentiality of all Confidential Information, (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining Seize’s express prior written consent on a case-by-case basis; except that Photographer may permit access to Confidential Information to those Photographer approved subcontractors with a need to know such Confidential Information in connection with the purpose of this Agreement and who have signed, or are otherwise bound by, agreements containing confidentiality obligations and use restrictions at least as restrictive as those contained in in this Agreement.
  2. Standard of Care. Photographer shall protect and prevent the unauthorized disclosure or misuse of the Confidential Information by measures at least as restrictive as the measures Photographer uses to protect Photographer’s own Confidential Information, but with no less than a reasonable standard of care.
  3. Exceptions. Photographer’s obligations under Sections 5.1 and 5.2 will terminate with respect to any particular information that Photographer can prove, by clear and convincing evidence, that (a) Photographer lawfully knew prior to Seize’s disclosure to Photographer, (b) a third party rightfully disclosed to Photographer free of any confidentiality obligations, or (c) is, or through no fault of Photographer has become, generally available to the public. Additionally, Photographer will be permitted to disclose Confidential Information to the extent that such disclosure is (1) expressly approved in writing by Seize, (2) necessary for Photographer to enforce Photographer’s rights under this Agreement in connection with a legal proceeding, or (3) required by law or court order, provided that Photographer immediately notifies Seize in writing of such required disclosure and cooperates with Seize, at Seize’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
  4. Removal; Return. Upon Seize’s request and upon any termination or expiration of this Agreement, Photographer shall promptly (a) return to Seize or, if so directed by Seize, destroy all tangible embodiments of the Confidential Information, (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Seize in writing that Photographer has complied with the foregoing obligations.
  5. No Conflicts. Photographer shall not perform any activity and shall not enter into any agreement or make any commitment, that is inconsistent or incompatible with Photographer’s obligations under this Agreement. Photographer represents and warrants that Photographer is not subject to any contract or duty that would be breached by Photographer’s entering into or Photographer performing Photographer’s obligations under this Agreement or that is otherwise inconsistent with this Agreement. Photographer shall not disclose to Seize, shall not bring into Seize’s facilities, and shall not induce Seize to use any confidential or proprietary information of any third party.

Ownership and Assignment of Photographs

  1. Generally. Photographer agrees that all Photographs will be the sole and exclusive property of the Client for whom the Photographs were created. Photographer hereby irrevocably and unconditionally assigns to Client all right, title, and interest worldwide in and to the Photographs and all Intellectual Property Rights thereto. Photographer understands and agrees that Photographer has no right to use the Photographs except as necessary to perform the Services. If any Intellectual Property Rights, including moral rights, in the Photographs, cannot (as a matter of law) be assigned by Photographer to the Client as provided in Section 7.2, then (a) Photographer unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against Seize and the Client with respect to such rights, and (b) to the extent Photographer cannot (as a matter of law) make such waiver, Photographer unconditionally grants to the Client an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights to (i) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Photographs in any medium or format, whether now known or hereafter discovered, (ii) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Photographs, and (iii) exercise any and all other present or future rights in the Photographs.
  2. Cooperation and Assistance. Photographer shall, at Seize’s request, (a) cooperate with and assist Seize in perfecting, maintaining, protecting, and enforcing Seize’s rights in the Photographs, and (b) execute and deliver to Seize any documents deemed necessary or appropriate by Seize in Seize’s discretion to perfect, maintain, protect, or enforce Seize’s rights in the Photographs or otherwise carry out the purpose of this Agreement.
  3. Portfolio Rights. Seize acknowledges that Photographer may, from time to time, wish to display Photographs from certain Assignments as part of its portfolio. Photographer may request from Seize permission to use certain Photographs for use as part of its portfolio only. Photographer may not use any Photographs until Seize grants express written permission to do so, which it may in its sole discretion, and shall not use the Photographs for commercial purposes.  Photographer will promptly remove any Photograph from its portfolio upon Seize’s (or its Client’s) request.
  4. Photographer Representations and Warranties. Photographer represents, warrants, and covenants that: (i) Photographer will perform the Services in a professional and workmanlike manner and in accordance with the Rules; (ii) Photographer has full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by Photographer in this Agreement; (iii) Photographer will comply with all laws, regulations, and ordinances applicable to Photographer’s performance of the Services and Photographer’s other obligations under this Agreement; (iv) Photographer will take all necessary or reasonable precautions to prevent injury to any person or damage to any property in the course of providing Services; and (v) within the last seven (7) years, Photographer has not had any arrests, charges, or convictions for offense that would constitute a felony upon conviction.
  5. Indemnification. Photographer shall indemnify and hold harmless Seize and Seize’s affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and other legal fees) arising from or relating to (a) Photographer’s breach of this Agreement, (b) personal injury or property damage or loss caused in whole or in party by Photographer, or (c) any intentional misconduct or negligence by Contactor in performing the Services. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which Seize (or any of Seize’s affiliates, employees, or agents) is or may be entitled to indemnification under this Agreement, Seize may, at Seize’s option, require Photographer to defend such Claim at Photographer’s sole expense. Photographer shall not settle any such Claim without Seize’s express prior written consent.
  6. Noninterference with Business. During the term of this Agreement and for one year thereafter (the “Restricted Period”), Photographer shall not provide services similar to the Services to a Client that was introduced to Photographer by Seize, other than through Seize. Photographer agrees to refrain from communicating with any Client during the Restricted Period via any avenue other than thru the Seize Platform.

Term and Termination

  1. Term. This Agreement commences on the Effective Date and continues for one year, unless this Agreement is terminated earlier in accordance with this Section (“Term”). Photographer may extend the Term for one year periods by providing written notice of its intent to extend to Seize prior to the expiration of the Term.
  2. Flagged Account. A Photographer's account can be flagged for any violation of the terms of this agreement. Any additional flag within 3 months of the initial flag will lead to a temporary suspension of 3 months. Following the 3 months, it is the responsibility of the Photographer to start the process of onboarding again to the platform.
  3. Termination by Seize. Seize may terminate this Agreement: (i) if Photographer breaches this Agreement and does not fully cure the breach to Seize’s satisfaction within five (5) days after Seize gives notice of the breach to Photographer, provided, that Seize may immediately terminate, without notice, Photographer’s rights to provide Services if Seize believes Photographer has breached the Rules, or (ii) for convenience upon thirty (30) days notice.
  4. Termination by Photographer. Photographer may terminate this Agreement at any time and such termination will be effective 10 days after Photographer provides Seize written notice. In addition, Photographer may terminate this Agreement immediately upon written notice to Seize if Seize fails to pay any undisputed amount owed to Photographer under this Agreement when due and does not make the payment within 15 days after Photographer gives notice of late payment to Seize.

Effects of Termination

  1. Cease Providing Services. Photographer shall immediately cease use of the Seize Platform as a Photographer. Nothing in this Agreement is intended to limit Photographer’s rights to use the Seize Platform as a Client (subject to Seize’s Terms of Use).
  2. Survival. Sections 1, 2.4, 5, 7.2, 9, 10, 11.4, and 12 shall survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

General Provisions

  1. Governing Law; Venue. This Agreement is governed by the laws of the State of Colorado without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. Photographer irrevocably consents to the personal jurisdiction of the state and federal courts located in Denver County, Colorado for any suit or action arising from or related to this Agreement and waives any right Photographer may have to object to the venue of such courts. Photographer further acknowledges that these courts will have exclusive jurisdiction over any such suit or action initiated by Photographer against Seize.
  2. Severability. If any provision of this Agreement is, for any reason, held to be unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).
  3. No Assignment. Photographer shall not assign this Agreement or transfer or delegate any of Photographer’s rights and obligations under this Agreement. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. Seize may assign this Agreement, or any of Photographer’s rights under this Agreement to any third party with or without Photographer’s consent.
  4. Notices. Any notices or other communications required or permitted to be given or delivered hereunder shall be in writing and shall be delivered personally, by courier service, or by registered or certified mail, return receipt requested, postage pre-paid, to Seize and to Photographer to the addresses set forth on the signature page below, or to such other addresses as a party may designate pursuant to this notice provision. Any notice given shall be deemed to have been received on the date on which it is delivered personally, by courier service or, or, if mailed, on the third business day following the mailing thereof.
  5. Legal Fees. The prevailing party in any litigation between the parties relating to this Agreement will be entitled to recover such party’s reasonable attorneys’ fees and court costs and other legal expenses, in addition to any other relief that such party may be awarded.
  6. Remedies. Seize’s remedies for any breach of this Agreement by Photographer will include damages, injunctive relief, specific performance, and restitution. Photographer acknowledges that any breach of this Agreement by Photographer would cause irreparable injury to Seize for which monetary damages would not be an adequate remedy and, therefore, Seize will be entitled to injunctive relief (including specific performance).
  7. Construction. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, “including” means “including, but not limited to.” Whenever Seize’s consent or approval is required under this Agreement, Seize may grant or deny Seize’s consent or approval in Seize’s sole and absolute discretion. No rule of strict construction will be applied in the interpretation or construction of this Agreement.
  8. Waiver. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  9. Time Is of the Essence. Time is of the essence in the performance of the Services and Photographer’s other obligations under this Agreement.

Entire Agreement; Amendments. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications and understandings between the parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.


Photographer Service Agreement

Key Terms

Recitals

Whereas, Seize has developed a mobile application through which its Clients (defined below) can search for and hire photographers (each, a “Photographer”) to take photos for or on behalf of a Client at certain “destination” type locations.

Whereas, Seize desires to engage Photographer, and Photographer desires to accept such engagement, to join Seize’s roster of Photographers from which Clients may choose to hire for their photography needs in accordance with the terms provided herein.

Agreement

Definitions. As used in this Agreement:

  1. Assignment” means a particular photography session for a specific Client.
  2. Client” means a client of Seize that purchases services from Seize.
  3. Confidential Information” means all information disclosed or made available by Seize or Seize’s affiliates to Photographer during the term of this Agreement that is or reasonably should be understood to be confidential or proprietary to Seize. Confidential Information may be disclosed in written or other tangible form or by oral, visual, or other means. Confidential Information includes, but is not limited to, (a) all information disclosed or made available by Seize that should reasonably have been understood by Photographer to be proprietary and confidential to Seize or to a third party because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, (b) all Work Product and (c) the terms of this Agreement.
  4. Intellectual Property” means all products of the intellect, including Confidential Information, data, designs, diagrams, documentation, drawings, ideas and inventions (whether or not patentable or reduced to practice), know-how, and materials, methods, models, specifications, works of authorship, and other forms of technology.
  5. Intellectual Property Rights” means all intellectual property rights throughout the world, including rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
  6. Photographs” means the photographs taken by Photographer via the Seize Platform at the request of a Client.
  7. Rules” means Seize’s then-current rules, service levels, requirements, and procedures for providing Services, including, without limitation, the provision of Services at a Client’s premises. Without limitation, the Rules shall include that Photographer shall not harass any Clients, nor shall Photographer be under the influence of any drugs or alcohol while performing any Services.  
  8. Services” means the services to be performed or actually performed by Photographer under this Agreement for Clients, including, without limitation, completing Assignments.
  9. Seize Platform” means the Seize the App mobile application and website.

Engagement

  1. Performance of Services. Seize hereby engages Photographer, and Photographer hereby accepts such engagement, as an independent contractor to provide the Services. Photographer shall perform the Services in accordance with the terms of this Agreement and all Rules and will use Photographer’s expertise and creative talents in performing the Services. Photographer shall provide, at Photographer’s own expense, a place of work and all equipment, tools, and other materials necessary to complete the Materials. Photographer shall devote such of Photographer’s time, attention, knowledge, and skills as may be required to perform the Services in accordance with the terms of this Agreement and any other service level agreement(s) agreed to by Photographer and Seize. Seize’s engagement of Photographer is on a non-exclusive basis, and Photographer acknowledges that other Photographers may be providing services similar to the Services within the same locale as Photographer. Photographer shall comply with the Rules. Seize may update the Rules from time-to-time in its discretion and will use reasonable efforts to provide Photographer advance notice of material changes.  Photographer is responsible for reviewing the Rules.
  2. Delivery of Content. All content collected on behalf of a Seize assignment must be delivered to the client via the Seize platform. Unless otherwise specified by a Seize rep, the use of external content delivery platforms ( including but not limited to Dropbox, Google Drive, etc.) are prohibited. Delivering content outside of the Seize platform will lead to the Photographer’s account being flagged and the Photographer will still need to upload the photos via Seize to be compensated for their assignment.
  3. Conditions Precedent to Performance of Services. In addition to executing this Agreement, prior to Seize permitting Photographer to provide any Services, Photographer shall:

Register as a Photographer via Seize’s website: www.seizetheapp.io/Photographer-info;

Register with Seize’s third party payment processor, which, as of the date of this Agreement, is Stripe (https://stripe.com/). Seize may, from time to time, change its payment processor, and in each such event, Photographer agrees to register with the then-current payment processor in order to continue receiving payment of the Fees;

Provide proof of COVID-19 vaccination to Seize;

Download the Seize Platform on their mobile device.

  1. Accepting Assignments. Seize shall assign Clients to Photographer for whom to complete the Services via e-mail invitations or in-app notifications. Photographer may accept or reject an Assignment at their sole discretion; provided, however, that if Photographer rejects three Assignments in a one month period, Seize may terminate this Agreement and Photographer’s Services. From time to time, Seize may hold marketing events (“Events”) during which Seize shall establish a presence at a tourist attraction and invite potential Clients to have their photographs taken. Seize may request Photographer’s presence at such Events to provide their Services, which Photographer may accept in their sole discretion. If any entry fees to a tourist attraction are required for Photographer, Seize shall cover the costs of the same.
  2. Cancelling Assignments. A Photographer must cancel an assignment before 24 hours of the assignment to remain in good standing. If the Photographer cancels within 24 hours, the Photographer’s account will be flagged. Canceling within 2 hours of the assignment, no show, and/or no contact will lead to the Photographer's immediate temporary suspension from the platform for 3 months.
  3. Permitting. Photographer acknowledges that certain public locations (e.g., national and state parks, monuments, and recreational areas) require photography permits. Photographer agrees that it shall be solely responsible for obtaining any necessary permits, passes, or licenses from the applicable municipality or third party prior to completing an Assignment, including all costs related thereto. Photographer will carry all applicable licenses, passes, and permits with them at all times while performing the Assignment. Photographer shall comply with all rules and regulations applicable to the location of the shoot. Photographer shall further indemnify and hold Seize harmless against any fines, costs, or liabilities incurred by it relating to any failure to obtain a necessary permit for an Assignment, or for any failure to comply with any rules or regulations applicable to the location of the shoot. Notwithstanding the foregoing, Photographer shall not be responsible for licenses and/or permitting when performing Services during an Event.
  4. Independent Photographer Relationship. Photographer’s relation to Seize under this Agreement is that of an independent contractor. Nothing in this Agreement is intended to, or should be construed to, create a partnership, joint venture, or employer-employee relationship between Seize and Photographer. Photographer is not the agent of Seize and is not authorized and must not represent to any third party that Photographer is authorized, to make any commitment or otherwise act on behalf of Seize. Photographer is customarily engaged as an independent photographer. Without limiting the generality of the foregoing:

Benefits and Contributions. Photographer is not entitled to any benefits that Seize may make available to Seize’s employees, such as unemployment insurance, group insurance, profit-sharing, or retirement benefits. Seize will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Photographer.

Taxes. No income tax or payroll tax of any kind shall be withheld or paid by Seize on behalf of Photographer for any payment under this Agreement, except as may be required by law for payments to independent contractors. Photographer is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, or local tax authority, self-employment taxes, and all other taxes, fees, and withholdings arising from the payment of fees to Photographer under this Agreement and agrees to do so in a timely manner. If applicable, Seize will report the fees paid to Photographer under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law.

Compensation

  1. Fees. Subject to the terms and conditions of this Agreement, Seize shall pay Photographer the fees (“Fees”) specified below as Photographer’s sole and complete compensation for all Services, Photographs and Intellectual Property Rights provided by Photographer under this Agreement. No other fees will be owed by Seize under this Agreement.  Seize may revise the Fees in its sole discretion upon 30 days’ prior written notice. All Client invoices are collected through the Seize Platform, and all Fees for such Services shall be paid to Photographer via the Seize Platform.
  2. Services at Events. For any Services provided at Events, Photographer shall be compensated on an hourly basis for their presence at the Event at the rates provided to Photographer in Seize’s email invitation to Photographer for the Event. By accepting the invitation and providing Services at the Event, Photographer shall be deemed to have accepted the hourly rates in the applicable email invitation as payment in full of the Fees for those Services.
  3. All Other Services. For all Services provided by Photographer outside of events, Photographer shall be paid on an on-Assignment basis at a rate equal to 80% of the invoice to the Client for that Assignment.
  4. Expenses. Except as provided in Section 2.3, Photographer will be solely responsible for all expenses incurred by Photographer in connection with performing the Services or otherwise performing Photographer’s obligations under this Agreement.
  5. Client Support.  Photographer acknowledges that from time to time, Clients may have quality related complaints regarding the Services rendered by Photographer. Photographer agrees to work in good faith with Seize and the Client to remedy reasonable quality concerns of the Client. If Seize determines, in its sole but reasonable discretion, to refund the Client all or a portion of the fees paid by Client, Photographer will refund an equal portion of the Fees paid to it by Seize for that particular Assignment.

Confidentiality

  1. Use and Disclosure. Photographer shall: (a) maintain the confidentiality of all Confidential Information, (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining Seize’s express prior written consent on a case-by-case basis; except that Photographer may permit access to Confidential Information to those Photographer approved subcontractors with a need to know such Confidential Information in connection with the purpose of this Agreement and who have signed, or are otherwise bound by, agreements containing confidentiality obligations and use restrictions at least as restrictive as those contained in in this Agreement.
  2. Standard of Care. Photographer shall protect and prevent the unauthorized disclosure or misuse of the Confidential Information by measures at least as restrictive as the measures Photographer uses to protect Photographer’s own Confidential Information, but with no less than a reasonable standard of care.
  3. Exceptions. Photographer’s obligations under Sections 5.1 and 5.2 will terminate with respect to any particular information that Photographer can prove, by clear and convincing evidence, that (a) Photographer lawfully knew prior to Seize’s disclosure to Photographer, (b) a third party rightfully disclosed to Photographer free of any confidentiality obligations, or (c) is, or through no fault of Photographer has become, generally available to the public. Additionally, Photographer will be permitted to disclose Confidential Information to the extent that such disclosure is (1) expressly approved in writing by Seize, (2) necessary for Photographer to enforce Photographer’s rights under this Agreement in connection with a legal proceeding, or (3) required by law or court order, provided that Photographer immediately notifies Seize in writing of such required disclosure and cooperates with Seize, at Seize’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
  4. Removal; Return. Upon Seize’s request and upon any termination or expiration of this Agreement, Photographer shall promptly (a) return to Seize or, if so directed by Seize, destroy all tangible embodiments of the Confidential Information, (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Seize in writing that Photographer has complied with the foregoing obligations.
  5. No Conflicts. Photographer shall not perform any activity and shall not enter into any agreement or make any commitment, that is inconsistent or incompatible with Photographer’s obligations under this Agreement. Photographer represents and warrants that Photographer is not subject to any contract or duty that would be breached by Photographer’s entering into or Photographer performing Photographer’s obligations under this Agreement or that is otherwise inconsistent with this Agreement. Photographer shall not disclose to Seize, shall not bring into Seize’s facilities, and shall not induce Seize to use any confidential or proprietary information of any third party.

Ownership and Assignment of Photographs

  1. Generally. Photographer agrees that all Photographs will be the sole and exclusive property of the Client for whom the Photographs were created. Photographer hereby irrevocably and unconditionally assigns to Client all right, title, and interest worldwide in and to the Photographs and all Intellectual Property Rights thereto. Photographer understands and agrees that Photographer has no right to use the Photographs except as necessary to perform the Services. If any Intellectual Property Rights, including moral rights, in the Photographs, cannot (as a matter of law) be assigned by Photographer to the Client as provided in Section 7.2, then (a) Photographer unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against Seize and the Client with respect to such rights, and (b) to the extent Photographer cannot (as a matter of law) make such waiver, Photographer unconditionally grants to the Client an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights to (i) reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Photographs in any medium or format, whether now known or hereafter discovered, (ii) use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Photographs, and (iii) exercise any and all other present or future rights in the Photographs.
  2. Cooperation and Assistance. Photographer shall, at Seize’s request, (a) cooperate with and assist Seize in perfecting, maintaining, protecting, and enforcing Seize’s rights in the Photographs, and (b) execute and deliver to Seize any documents deemed necessary or appropriate by Seize in Seize’s discretion to perfect, maintain, protect, or enforce Seize’s rights in the Photographs or otherwise carry out the purpose of this Agreement.
  3. Portfolio Rights. Seize acknowledges that Photographer may, from time to time, wish to display Photographs from certain Assignments as part of its portfolio. Photographer may request from Seize permission to use certain Photographs for use as part of its portfolio only. Photographer may not use any Photographs until Seize grants express written permission to do so, which it may in its sole discretion, and shall not use the Photographs for commercial purposes.  Photographer will promptly remove any Photograph from its portfolio upon Seize’s (or its Client’s) request.
  4. Photographer Representations and Warranties. Photographer represents, warrants, and covenants that: (i) Photographer will perform the Services in a professional and workmanlike manner and in accordance with the Rules; (ii) Photographer has full right, power, and authority to enter into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by Photographer in this Agreement; (iii) Photographer will comply with all laws, regulations, and ordinances applicable to Photographer’s performance of the Services and Photographer’s other obligations under this Agreement; (iv) Photographer will take all necessary or reasonable precautions to prevent injury to any person or damage to any property in the course of providing Services; and (v) within the last seven (7) years, Photographer has not had any arrests, charges, or convictions for offense that would constitute a felony upon conviction.
  5. Indemnification. Photographer shall indemnify and hold harmless Seize and Seize’s affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and other legal fees) arising from or relating to (a) Photographer’s breach of this Agreement, (b) personal injury or property damage or loss caused in whole or in party by Photographer, or (c) any intentional misconduct or negligence by Contactor in performing the Services. In the event of any third-party claim, demand, suit, or action (a “Claim”) for which Seize (or any of Seize’s affiliates, employees, or agents) is or may be entitled to indemnification under this Agreement, Seize may, at Seize’s option, require Photographer to defend such Claim at Photographer’s sole expense. Photographer shall not settle any such Claim without Seize’s express prior written consent.
  6. Noninterference with Business. During the term of this Agreement and for one year thereafter (the “Restricted Period”), Photographer shall not provide services similar to the Services to a Client that was introduced to Photographer by Seize, other than through Seize. Photographer agrees to refrain from communicating with any Client during the Restricted Period via any avenue other than thru the Seize Platform.

Term and Termination

  1. Term. This Agreement commences on the Effective Date and continues for one year, unless this Agreement is terminated earlier in accordance with this Section (“Term”). Photographer may extend the Term for one year periods by providing written notice of its intent to extend to Seize prior to the expiration of the Term.
  2. Flagged Account. A Photographer's account can be flagged for any violation of the terms of this agreement. Any additional flag within 3 months of the initial flag will lead to a temporary suspension of 3 months. Following the 3 months, it is the responsibility of the Photographer to start the process of onboarding again to the platform.
  3. Termination by Seize. Seize may terminate this Agreement: (i) if Photographer breaches this Agreement and does not fully cure the breach to Seize’s satisfaction within five (5) days after Seize gives notice of the breach to Photographer, provided, that Seize may immediately terminate, without notice, Photographer’s rights to provide Services if Seize believes Photographer has breached the Rules, or (ii) for convenience upon thirty (30) days notice.
  4. Termination by Photographer. Photographer may terminate this Agreement at any time and such termination will be effective 10 days after Photographer provides Seize written notice. In addition, Photographer may terminate this Agreement immediately upon written notice to Seize if Seize fails to pay any undisputed amount owed to Photographer under this Agreement when due and does not make the payment within 15 days after Photographer gives notice of late payment to Seize.

Effects of Termination

  1. Cease Providing Services. Photographer shall immediately cease use of the Seize Platform as a Photographer. Nothing in this Agreement is intended to limit Photographer’s rights to use the Seize Platform as a Client (subject to Seize’s Terms of Use).
  2. Survival. Sections 1, 2.4, 5, 7.2, 9, 10, 11.4, and 12 shall survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

General Provisions

  1. Governing Law; Venue. This Agreement is governed by the laws of the State of Colorado without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. Photographer irrevocably consents to the personal jurisdiction of the state and federal courts located in Denver County, Colorado for any suit or action arising from or related to this Agreement and waives any right Photographer may have to object to the venue of such courts. Photographer further acknowledges that these courts will have exclusive jurisdiction over any such suit or action initiated by Photographer against Seize.
  2. Severability. If any provision of this Agreement is, for any reason, held to be unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).
  3. No Assignment. Photographer shall not assign this Agreement or transfer or delegate any of Photographer’s rights and obligations under this Agreement. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. Seize may assign this Agreement, or any of Photographer’s rights under this Agreement to any third party with or without Photographer’s consent.
  4. Notices. Any notices or other communications required or permitted to be given or delivered hereunder shall be in writing and shall be delivered personally, by courier service, or by registered or certified mail, return receipt requested, postage pre-paid, to Seize and to Photographer to the addresses set forth on the signature page below, or to such other addresses as a party may designate pursuant to this notice provision. Any notice given shall be deemed to have been received on the date on which it is delivered personally, by courier service or, or, if mailed, on the third business day following the mailing thereof.
  5. Legal Fees. The prevailing party in any litigation between the parties relating to this Agreement will be entitled to recover such party’s reasonable attorneys’ fees and court costs and other legal expenses, in addition to any other relief that such party may be awarded.
  6. Remedies. Seize’s remedies for any breach of this Agreement by Photographer will include damages, injunctive relief, specific performance, and restitution. Photographer acknowledges that any breach of this Agreement by Photographer would cause irreparable injury to Seize for which monetary damages would not be an adequate remedy and, therefore, Seize will be entitled to injunctive relief (including specific performance).
  7. Construction. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, “including” means “including, but not limited to.” Whenever Seize’s consent or approval is required under this Agreement, Seize may grant or deny Seize’s consent or approval in Seize’s sole and absolute discretion. No rule of strict construction will be applied in the interpretation or construction of this Agreement.
  8. Waiver. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  9. Time Is of the Essence. Time is of the essence in the performance of the Services and Photographer’s other obligations under this Agreement.

Entire Agreement; Amendments. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications and understandings between the parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.


Abram Herwitz
CEO @ Company

I could never find an affordable photographer for my events. The convenience and value of Seize is unmatched.