CAMERAMAN AGREEMENT

Welcome to Cameraman.ng (the “Website”), a corporation organized and existing under the laws of Cameraman Digital Services (the “Company”) By registering as a photographer/videographer on the Website (a “Vendor”), you are agreeing to and entering into this Vendor Agreement with the Company. This Vendor Agreement is a legally binding contract that affects your rights; you should read it carefully.

Throughout this Agreement, you and the Company will each be referred to as a “Party” and will collectively be referred to as the “Parties”.

 

SECTION ONE. SUMMARY

The Company operates an online platform (the “Platform”) where customers (the “Customers”) are matched with photographers/videographers for the purpose of photographer providing Customers with digital and/or physical photograph prints (collectively, the “Photos/Videos”). By entering into this Vendor Agreement, you are agreeing to and accepting the responsibilities of photographers/videographers on the Platform.

 

SECTION TWO. TERM

Company and Vendor agree that this Agreement commences on the date that Vendor signs up as a photographer or electronically agrees to this Agreement (the “Effective Date”) and shall continue until terminated in accordance with Section 3 of this Agreement. Company and Vendor further agree that this Agreement shall extend to all “Cameraman Projects,” which shall be defined as any project booked either (a) on the Platform; or (b) through the efforts of the Company (such as, by way of example but not limitation, an email introduction to Customer by Company or a referral of Customer by Company to Vendor (as that term is defined herein) completed by Vendor).

 

SECTION THREE. SCOPE AND SEVERABILITY

This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the Effective Date of this Agreement. This Agreement may be amended in accordance with Section 19.

If any provision or provisions of this Agreement shall be held unenforceable for any reason, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent by the Parties set forth therein.

The Agreement shall remain in effect so long as Vendor is listed as a photographer on the Website. Notwithstanding the foregoing, the termination of this Agreement shall not absolve Vendor of its responsibilities for any Cameraman Project (as that term is defined herein) that was commenced prior to termination of the Agreement.

The company may terminate this Agreement for any reason (or for no reason) immediately. The company will terminate this Agreement, without limitation:

If Company determines that Vendor was dishonest on his or her profile or in communications with Company or a Customer;

If Company determines that Vendor’s work on a project did not meet the Company’s standards;

Based on the results of Vendor’s background check; or

Based on ratings of Vendor by Customers.

 

SECTION FOUR. INDEPENDENT CONTRACTOR STATUS

The vendor is not an employee of Company. Nothing contained in this Agreement shall be construed to create the relationship between employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Vendor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.

Company shall not be liable to Vendor for any expenses paid or incurred by Vendor unless otherwise agreed upon by Company. This shall include but not be limited to transportation costs, meals, parking fees, and other travel-related expenses. Because Vendor is not an employee of Company, Vendor is not eligible for and shall not participate in any employer benefit of the Company including health or other fringe benefits. The Company shall not obtain worker’s compensation insurance on behalf of Vendor; Vendor shall comply with all, if any, relevant worker’s compensation law concerning his/her services. Vendor shall also maintain a professional liability insurance policy when performing services for Company.

Company shall not be responsible for federal, state and local taxes derived from Vendor’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to Vendor. The vendor is solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or municipal tax authority with respect to the performance of services and receipt of fees under this Agreement. When necessary, Company will regularly report amounts paid to Vendor to any applicable federal, state, and municipal tax authorities.

 

SECTION FIVE. ELIGIBILITY FOR PLATFORM

To be considered for placement on the Platform as a photographer, Vendor acknowledges and agrees that s/he must:

Create a user profile on the Platform describing, without limitation, Vendor’s experience, specialty (if any), preferred types of events, and any other requested or relevant information;

Agree to the Terms of Service and Privacy Policy located on the Website;

Set forth Vendor’s availability using the calendar on the Platform;

Check Vendor’s email and SMS for notification of Customers’ requests, and respond to such requests in a timely manner via the Platform.

Consent to a background check by Company;

Make and maintain the Deposit, as defined in Section 8 of this Agreement;

Confirm Vendor’s phone number and email address; and Provide any additional information reasonably requested, or comply with any reasonable requests, by the Company.

 

SECTION SIX. EXPECTED SERVICES AND TERMS

Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, Vendor shall provide the following services:

Provide photography services to Customers in accordance with Company’s policies and Customers’ requests communicated and mutually agreed to by the Vendor and Customer and recorded within the messaging section of a unique inquiry. All communication or commitments outside the said messaging system provided by Cameraman will not be binding. The nature of these requests may include but is not limited to:

Communicating with Customers and coordinating the details of any work for which Vendor is hired (including, without limitation, the number, type, and format of Photos that Vendor will provide);

Staging and completing the Cameraman Project in accordance with Company standards or requests agreed to in the messaging tool with Customers;

Following the work, editing the Photos (i.e., Editing, Photoshoping, etc.) to bring the Photos in line with Customer’s requests and specifications; and

Performing any additional work necessary to ensure that Customer’s requests and specifications are met (collectively, the “Editing” of the Photos).

Following the Editing, upload the Photos to the Platform;

Create photo albums and/or other compilations as directed by Customer;

Take any necessary actions to assign the intellectual property rights to the Photos to Customer (in accordance with Section 9).

Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, Vendor agrees to provide Company with the aforementioned services under the following terms, without limitation:

Vendor will attempt to communicate with the client via messaging on the Website or by other means to understand Customer’s expectations;

Vendor will arrive at each appointment on time as scheduled with the Customer;

Vendor will not text, make non-emergency phone calls, smoke, chew gum, consume any alcohol or drugs, or exhibit any other questionable behaviors during the appointment;

Vendor will refuse all cigarettes, gum, alcohol, or drugs offered by Customers;

Vendor will dress in an appropriate, professional manner; and

Any other reasonable terms requested by Company.

In the event that Vendor cancels a Cameraman Project, Vendor must comply with the requirements of the relevant cancelation policy (the “Cancelation Policy”) may be charged a penalty as per Company’s Cancellation Policy published on the Website (available to Vendor upon request to the Company or on the Website, for the region in which Vendor works). The Company may restrict the Vendor from taking on any new bookings on the Platform until all penalties are paid up. The Cancelation Policy is subject to change in Company’s sole discretion.

In the event that Customer cancels a Cameraman Project, Company will notify Vendor via e-mail, SMS, and/or the Platform. The vendor may be entitled to compensation for a Cameraman Project that has been canceled by a Customer as per the Company’s Cancellation policy published on the Website.

In the event that Customer fails to arrive for a Cameraman Project at the agreed-upon time, Vendor agrees to contact Customer and Cameraman as soon as possible. In the event that Customer does not arrive following Vendor’s contact, Vendor will be compensated in accordance with the Cancelation Policy.

In the event that Vendor does not comply with the Cancelation Policy as set forth in this section, Vendor warrants and represents that it will reimburse and/or indemnify Company and/or Customer for any additional expenses incurred in efforts to locate a replacement photographer and/or incurred in issuing Customer with a refund.

 

SECTION EIGHT. TERMS OF PAYMENT

Each event shall be performed in accordance with the Company’s Pricing Sheet, which allows some flexibility for the Vendor to set the hourly fee and price per additional picture (compensation earned by Vendor, the “Vendor’s Fee”) for the service the Vendor offers. By agreeing to provide photography/videography services for a given event, Vendor agrees to the terms of the Pricing Sheet and acknowledges and agrees that Vendor shall not be entitled to additional compensation.

Vendor acknowledges and agrees that the Company shall be entitled to a 15% percentage of Vendor’s Fee, such portion representing the “Cameraman Revenue Share.” The Cameraman Revenue Share shall depend on the details of the Cameraman Project and shall be disclosed to Vendor prior to the commencement of the Cameraman Project. Company shall release the Fee, less the Cameraman Revenue Share (the resulting amount, the “Vendor Revenue Share”), to Vendor at least seven (7) days after Vendor uploads the Photos to the Platform, except in the case of a dispute and/or complaint by Customer (see Section 10). Notwithstanding the foregoing, the Vendor Revenue Share may be reduced by the amount necessary for Vendor to maintain the Deposit as set forth in this section.

The company will release the Vendor Revenue Share through the PayPal service; therefore, Vendor must maintain an active PayPal account in order to receive the Vendor Revenue Share from Company.

Company reserves the right to change the Pricing Sheet and/or the Cameraman Revenue Share at any time, for any reason. Notwithstanding the foregoing, any price changes shall not affect Cameraman Projects already in progress.

The minimum time commitment for any Cameraman Project is two (2) hours. The number of hours to be spent on a Cameraman Project (the “Project Duration”) shall be agreed upon by Vendor and Customer prior to the beginning of the Cameraman Project, or may be pre-determined based on Vendor’s availability and Customer’s needs. In either event, Vendor shall be deemed to have approved of the Project Duration). Vendor acknowledges and agrees that in the event the Project Duration is longer than that agreed upon by Vendor and Customer, Vendor shall not be entitled to any additional compensation.

Vendor may be required to pay an initial fee (the “Deposit”) to Company, such Deposit to act as reserve against Company’s potential damages arising from Vendor’s failure to fulfill its obligations under this Agreement, as well as to cover the cost of Vendor’s background check, as required by Section 5 of this Agreement. The vendor may be required to maintain the Deposit in his or her account in order to book Cameraman Projects on the Platform; provided, however, that if Vendor withdraws from the Platform, Vendor may request a return of the unused Deposit by emailing info@cameraman.ng

Vendor acknowledges and agrees that any Cameraman Project initiated on the Platform shall be subject to a Cameraman Revenue Share in accordance with this Section 8.

Vendor agrees that failure to comply with the terms of this Section 8 shall be deemed a material breach of this Agreement and shall give Company the right to immediately terminate this Agreement. Such breach may also entitle Company to damages at law and/or equity.

It is Vendor’s responsibility to ensure that the amount of time spent on any Cameraman Project complies with Vendor’s agreement with the relevant Customer. If Vendor does not believe that s/he will spend the agreed-upon amount of time on the Cameraman Project, it is Vendor’s responsibility to so inform the Customer. Vendor acknowledges and agrees that s/he will not be entitled to additional payment for extra time spent completing a Cameraman Project.

 

SECTION NINE. INTELLECTUAL PROPERTY

Vendor acknowledges that all Photos, as well as any materials (including without limitation photo albums, compilations, artwork, and videos) (collectively, the “Content”), developed in the course of work performed pursuant Agreement and the vendor owns which are protectable by copyright. The vendor agrees to provide the customer the rights to make copies and digitally share the pictures in a non-commercial manner. ‘Work for hire’ works as the term is defined in the Nigeria Copyright Act will be specifically indicated in the booking request and the photographer need only to accept requests if they are willing to participate in such transactions. Any additional licensing terms will need to be mutually agreed and recorded as per legal norms and are outside the purview of the Cameraman service.

In the event of a Customer or third-party complaint regarding any Content (including, without limitation, infringement of an intellectual property right), Company reserves the right to remove any Content from the Platform effective immediately and/or block or remove Vendor from the Website.

 

Use of Vendor Published Content

The Vendor by uploading or submitting content to create a Published service and public profile page grant Cameraman (and our parent and affiliates), a worldwide license to communicate, distribute, host, make modifications or derivative works (for the purpose of better showcasing your work), publicly display, publicly perform, publish, reproduce, store and use such content. This license grant is solely for operating, marketing, promoting and improving our services.

 

Model Releases and Other Third Party Rights

The vendor is solely responsible for the acquisition and payment of any and all third-party clearances, permissions, fees, and licenses that are necessary for connection with the photo shoot including and not limited to General Release, Release for Minor Child or Children, Property and building Release Forms.

 

SECTION TEN. CUSTOMER COMPLAINTS OR DISPUTES

If a Customer complains about the service provided by Vendor or requests a refund or other relief due to Customer’s belief that Vendor’s service was inadequate, Company will make a good-faith effort to resolve the dispute through communications with Vendor and Customer. Company’s investigation shall last up to sixty (60) days.

In the event that Company determines Customer’s complaint is valid, Company may issue Customer a full or partial refund. If Company is unable to determine whether Customer’s complaint is valid, Company reserves the right to provide relief to Customer, including without limitation a full or partial refund.

During the period that Company is investigating Customer’s complaint, Vendor shall not receive its portion of the payment until Company’s investigation has been completed.

In the event that Company issues Customer a refund, Vendor’s portion of the Fee paid by Customer will be reduced by the amount of Customer’s refund. In the event that Customer’s refund exceeds Vendor’s portion of the Fee, Company reserves the right to collect payment of the difference from Vendor.

In case of a dispute, the Company encourages Vendor and Customer to make a good-faith attempt to resolve the dispute. Whenever possible, such attempted resolution should be made through the messaging service available on the Platform. In the event that the Parties are unable to reach a mutually agreeable solution, either Party may contact the Company at info@cameraman.ng with evidence supporting their claim, in which case the Company wills arbiter a solution (up to 60 days). In case of a client refund, the photographer will lose revenue for that shoot. If Company is not able to clearly find proof to fairly arbiter the dispute we will fall back on our standard policies and if Company is still unable to fairly confirm details, then we will provide the benefit of doubt to the Customer and refund the money, in which case Section 9 shall not apply and any Content will remain Vendor’s property. Notwithstanding the foregoing, in the event that a Customer has received the Photos and unlocked the Photos for their own use, we will provide the benefit of a doubt to the Vendor.

If you wish to contact us with a complaint about a Customer or any other issue relating to the Platform, please email us at info@cameraman.ng

 

SECTION ELEVEN. RATINGS

Any Customer may rate Vendor’s performance on the Platform, even if Vendor canceled the Project. The company is not required to alter, amend, reply to, or delete reviews left by Customers; however, Company may do so in its sole discretion. The vendor may request for existing rating from popular web properties (such as Yelp, Google, etc.) to be used as an initial rating on.

 

SECTION TWELVE. ASSIGNMENTS

Vendor shall perform the specified appointment with only the assigned personnel unless otherwise agreed to in advance by Company. Vendor shall not be allowed to assign this Agreement in whole or in part. Any attempt to assign this Agreement shall be null and void.

 

SECTION THIRTEEN. CONFIDENTIALITY

Vendor specifically agrees that he/she will not at any time, in any fashion, form, or manner, either directly or indirectly, divulge, disclose, copy or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of Company, including, but not limited to, the names and contact information of any of Company’s customers, the prices Company charges, the details of this Agreement, or any other information concerning the business of Company, its manner of operation, its plans, processes, or other data of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important.

Company and Vendor agree, as between them, the above-mentioned matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of Company and its goodwill, and that any breach of the terms of this Section 13 is a material breach of this Agreement.

 

SECTION FOURTEEN. LIABILITY

The Company shall not be responsible for any costs incurred by the Vendor, including, without limitation, any and all fees and expenses. The Company makes no guarantees regarding the physical and/or mental fitness of any Customer. The Vendor shall perform the services set out in this Agreement at his or her own risk.

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

IN THE EVENT THAT THE ABOVE PROVISION (S) ARE FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, COMPANY’S LIABILITY FOR DAMAGES HEREUNDER IS LIMITED TO VENDOR’S COMPENSATION FOR THE CAMERAMAN PROJECT WHICH FORMS THE BASIS FOR VENDOR’S CLAIM.

 

SECTION FIFTEEN. INDEMNIFICATION

Vendor agrees to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Vendor’s services under this Agreement. This provision shall survive the duration of this Agreement.

Vendor agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, Vendor’s services under this Agreement, unless expressly stated otherwise by Company.

 

SECTION SIXTEEN. CHOICE OF LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Cameraman Digital Services without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either Party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Cameraman Digital Services. EACH PARTY HEREBY EXPRESSLY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF CAMERAMAN DIGITAL SERVICES.

In the event of litigation relating to the subject matter of this Agreement, the non-prevailing Party shall reimburse the prevailing Party for all reasonable attorney fees and costs resulting therefrom.

SECTION SEVENTEEN. SOCIAL MEDIA

In the event that a dispute arises relating to or stemming from this Agreement, Vendor agrees to refrain from using any social media outlets, including but not limited to Facebook, Twitter, Instagram, Google+, YouTube, or Pinterest, to post any false or misleading information about the dispute and/or Company in any manner.

 

SECTION EIGHTEEN. PROPERTY OF COMPANY

All materials furnished to Vendor by Company are the sole and exclusive property of Company and/or its suppliers or clients. Vendor agrees to promptly deliver all materials belonging to Company at any time upon its request.

 

SECTION NINETEEN. CHANGES TO THIS AGREEMENT AND THE CAMERAMAN PLATFORM

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Terms of Service and the Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information through the Platform at any time, effective with or without prior notice and without any liability to Company. The company will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Platform. Your continued use of the Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. The company may change, modify, suspend, or discontinue any aspect of the Platform at any time without notice or liability. The company may also impose limits on certain features or restrict your access to parts or the entire Platform without notice or liability.

 

This Agreement was last updated on January 7, 2018.