US TERMS AND CONDITIONS

The following terms shall have the meanings ascribed to them in these Conditions.

(a) “Image”  includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction.

(b) Video/Reels includes any footage, transparency, negative, digital scan, animation, motion graphics, montage, live action, time-lapse, stop motion, documentary, or any other moving visual media or item which may be offered for the purposes of reproduction.

(c) “Reproduction” includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means (Reproduce).

(d) The “Client” is the person or organization to whom the invoice is addressed (whether or not the Client is acting for a third party).

(e) “YellowBellyPhoto/reels”is YellowBellyPhoto Ltd., a New York Corporation, with principal office at Industry City, 68 34^th Street, Building 6, 6th floor 643, Brooklyn, New York  11232 (“Company”).

(f) An “Order”  is any request, order, instruction or commission for a Shoot

(g) The “Conditions”, these General Terms and Conditions as amended from time to time

(h) The “Contract” means the agreement between the Client and YellowBellyPhoto/reels for the Shoot including the supply of Images/videos agreed in the Shoot Fee.

(i) The “Shoot” is the photo/video shoot agreed to take place on a specified date and time to be supplied by YellowBellyPhoto/reels at which the Images/videos are taken.

(j) The “Deposit” is the deposit fee requested by YellowBellyPhotoreels when an Order is placed and is payable when the Order is accepted.

(k) The “Shoot Fee”the price of the Shoot and the number of retouched Images/reels in the agreed package when the Order is confirmed.

(l) The “Additional Image Fees”are the fees payable for additional Images, extra edits, socials videos and express edits which are not included in the Shoot Fee.

Basis of the Contract

(a) The Order constitutes an offer by the Client to purchase the Shoot in accordance with these Conditions.

(b) The Order shall only be deemed to be accepted when YellowBellyPhoto/reels confirms the Shoot in writing at which point and on which date the Contract shall come into existence

(c) These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Copyright & Ownership

(a) YellowBellyPhoto is and will be the sole and exclusive owner in perpetuity throughout the universe of all right, title, and interest in and to the Images/reels, including all copyrights and other intellectual property rights therein (including all extensions and renewals thereof, all reversion rights therein, and the right to register and sue to enforce such copyrights against alleged and actual infringers) and all exploitation and allied, ancillary, and subsidiary rights therein (including the right to exploit the Images/reels, in perpetuity, throughout the universe, in any and all media and by any and all technologies and means of delivery whether now or hereafter known or devised).

(b) YellowBellyPhoto supplies the technical and artistic ability to illustrate an idea visually, and sells the right to reproduce those images in a given context. No property or copyright in any Images/videos shall pass to the Client whether on its submission or on YellowBellyPhoto’s grant of Reproduction rights in respect thereof.

(c) Licensor hereby asserts all rights of attribution and integrity and any other rights in or to the Images arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, “Moral Rights”; including, without limitation, the right to be identified as the author of work and the right to a credit in accordance with sections 77 and 78 of the UK Copyright, Designs and Patents Act of 1988).

Reproduction

(a) Reproduction rights are not issued exclusively to the Client except when specifically granted and recorded on the invoice

(b) Any Reproduction rights granted are personal to the Client and may not be assigned, nor may any Image submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such Reproduction rights

(c) Any Reproduction rights granted are by way of licence and no partial or other assignment assignment of copyright shall be implied.

(d) YellowBellyPhoto reserves the right at its sole discretion to refuse to supply or grant a Reproduction license to a third party when requested to do so by the Client.

(e) Images/reels may be Reproduced or used by the Client for self-promotional use by actor/model (or agent, on their behalf) in their capacity as an actor model including web, print, actors access and other casting directories, agent mail outs and front of house by employers. This Reproduction extends to personal social media profiles including Linkedin/Twitter/Facebook if they support the acting/modelling career. The self-promotional Reproduction permitted in this clause does not include paid-for advertising, g. endorsements. All self-promotional Reproduction is subject to legible accreditation of the Picture to YellowBellyPhoto. Specifically, Client shall provide YellowBellyPhoto with the following source attribution for each Image in connection with any publication of such Image:

Attribution: “© 2024 YellowBellyPhoto, Ltd.”

Placement: Bottom left corner of image

Client acknowledges that compliance with this Section 4(e) is a material term of this Agreement. Other than such attribution, Client has no right to use YellowBellyPhoto’s name or any trademarks, logos, or other intellectual property rights of YellowBellyPhoto.

(f) Please note: any Reproduction by editorial placement must be agreed by YellowBellyPhoto. e.g. If a newspaper or magazine wishes to Reproduce an Image/reel, they must be directed to YellowBellyPhoto to arrange a license and fee for Reproduction.

(g) The Client’s right to Reproduction (including any self-promotional use under clause 4(e)) of an Image arises only when YellowBellyPhoto’s invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any Reproduction before payment of the invoice constitutes an infringement of rights and a breach of these Conditions entitling YellowBellyPhoto to rescind the Contract and rendering the Client liable for the payment of damages.

(h) In the event of the Client’s death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against the Client, or if a Receiver is appointed, YellowBellyPhoto may at any time thereafter inspect any records, accounts and books relating to the Reproduction of its Images/videos to ensure that the Images/videos are being used only in accordance with the Reproduction rights granted to the Client.

The Shoot

(a) Once the Client placed an Order for a Shoot and YellowBellyPhoto has accepted the Order and the Client has paid a Deposit, YellowBellyPhoto/reels will not accept any other work from other clients for those times and dates.

(b) The Deposit is deductible from the Shoot fee (subject to the provisions in 5(c)to 5(g) below), the balance of the Shoot Fee is payable 72 hours before the Shoot.

(c )If the Client wishes to rearrange the Shoot (a Rearrangement) more than 72 hours before the Shoot (e.g. Thursday for a Tuesday Shoot) the Deposit will transfer to the agreed

(d) A Deposit, once paid, is valid for a first Rearranged Shoot if it takes place within a period of 12 months from payment of the Deposit, and is thereafter, non-transferable.

(e) If the Client requests a Rearrangement within 72 hours of the Shoot or if more than one Rearrangement is requested the Deposit becomes non-refundable, and the full Shoot fee is payable 72 hours before the Rearranged Shoot.

(f) If the Client needs to request a second or subsequent Rearrangement a new Deposit will need to be paid for each Rearranged Shoot which will become non-refundable if the Rearranged Shoot is then subject to a request for Rearrangement.

(g) Subject to the limited rearrangement provisions in (c) and (d) above, if the Client cancels a Shoot at any point the Deposit becomes non-refundable.

(h) If a Shoot is subject to a Rearrangement and the fees payable for a Shoot have increased between placing the Order and the Rearranged Shoot increased fee will be charged.

(i) If the Client cannot attend a Shoot, it will be considered cancelled in accordance with clause 5(g), a Client does not have the right to offer the Shoot to another person. The responsibility to fill the Shoot lies solely with YellowBellyPhoto/reels.

j) YellowBellyPhoto reserves the right to rearrange, cancel or postpone a Shoot; in such circumstances, the Deposit is fully refundable.

(k) The promotional images on the YellowBellyPhoto website/social media, and the backgrounds in those images can’t be guaranteed, nor the lighting and other parts of the images at the Shoot. YellowBellyPhoto use natural light, and with that the images change and are never exactly the same.

Fees and Payment

(a) The full Shoot Fee must be paid 72 hours before the Shoot, If the Client fails to pay in accordance with this clause YellowBellyPhoto has the right to resell the Shoot and the Deposit will become non-refundable

(b) If a Shoot is cancelled within 24 hours of the Shoot a fee of 50% the Shoot Fee will be payable.

(c) If a Shoot is cancelled on the day of a Shoot the a full Shoot Fee will be payable.

(d) All invoices are for immediate payment. If payment is not received then YellowBellyPhoto may rescind the Contract and recover damages, or, at its option, may exercise its statutory right to interest at the maximum rate permissible under law.

(e) YellowBellyPhoto reserves the right to suspend any ongoing services, such as (but not limited to) access to the online gallery or other distribution of Images once any invoice issued to the Client has not been paid, and also reserves the right to inform the reason of this to third parties to whom this suspension of service affects.

The Images & Reels

(a) YellowBellyPhoto will edit and deliver Images/reels that it considers to be the best selection of every situation covered in the Shoot.

(b) The Client is entitled to the number of edited Images set out in the Shoot Fee, YellowBellyPhoto as the copyright holder for the Images and will not allow any un-edited Images from the Shoot to be released to the Client.

(c) If the Client would like more Images/videos than those agreed in Shoot Fee additional edited Images can be provided on payment of the Additional Image Fee

(d) Unless agreed in advance in writing, there is no right to reject the Images/videos and request a refund of the Shoot Fee on the basis of style, composition or editing.

(e) Images/reels will be provided by electronic means which will have an access expiry time of 7 days. If the access to the Clients Images has expired there will be an additional charge per Image to re-edit and resupply the Image to the Client.

(f) YellowBellyReels footage will be kept on file for 14 days post the shoot, after that any extra footage from the session will be unattainable

Retouching and Re-edits

(a) The Client shall be entitled to the retouching of Images as set out in the Shoot Fee such retouching must be done within six 6 months of the Shoot for photos or 14 days for reels.

(b) All retouching is at the discretion of the YellowBellyPhoto and any retouch notes provided by the Client are not guaranteed.

(c) No addition to, deletion from or alteration to or adaptation of an Image/reel may be made without the written permission of YellowBellyPhoto.

Liability

(a) While YellowBellyPhoto takes all reasonable care in the performance of the Contract generally, it shall not be liable for any loss or damage suffered by the Client or by any third party arising from use or Reproduction of any Image or its caption.

(b) The Client agrees to indemnify YellowBellyPhoto in respect of any claims or damages or any costs including legal fees arising in any manner from the Reproduction of the Images in breach of these Conditions.

(c) If the Images/reel from a Shoot are corrupted or lost YellowBellyPhoto’s liability will be limited to providing a further Shoot at no charge

General

(a) This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal and state courts located in the City of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.

(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties. We do not offer refunds. In exceptional circumstances we may offer a short re-shoot.

PAYMENT DETAILS

Payment should normally be made to “YellowBellyPhoto, Ltd.” by Stripe payment at least 72 hours before the Shoot, via the details supplied in your booking info, payment maybe agreed in cash on the day of the Shoot with prior agreement.