RHODE ISLAND COMMERCIAL IMAGING LLC
INTRODUCTION
RHODE ISLAND COMERCIAL IMAGING, LLC (“RICI” or “RICImaging”) will provide you, Client’s Name {“Client”} with high quality digital imagery services {“services”} subject to the following terms and conditions. If you use or agree to use the services you agree to the following terms and conditions which shall constitute a binding contract between Client and RHODE ISLAND COMMERCIAL IMAGING, LLC.
DESCRIPTION OF WORK
RICI shall provide Client with:
• ?? photographic images
• ?? minute video
• floor plans
These deliverables will be in high-quality images of property/product identified by Client (Property Address) in connection with the Client’s advertising and promotion of such property/product as permitted by owners of such property/product.
LIMITED LICENSE AGREEMENT
RICI hereby grants Client a limited, non-exclusive license to use the images in accordance with the terms and conditions set forth herein valid as long as the Client’s business remains active.
The Client shall have the right to use the delivered images, in any electronic or printed format, for the promotion and advertising of the Client and its business. The Client shall be the sole entity authorized to use the delivered images in any electronic or printed form of advertisement for the promotion of the Client and its business.
The Client shall not display or distribute RICI’s work for the purposes of providing services that are competitive with RICI’s products. The Client may not alter the delivered images in any way that misrepresents the subject, creates false advertising, or diminishes the original quality. Any modifications require written consent from RICI. The Client is strictly prohibited from using the delivered images to train artificial intelligence (AI) models or other automated systems without RICI’s explicit written consent.
Permission granted herein may not be assigned, transferred, granted, or distributed by Client to any other person or entity. Unauthorized alterations or misuse may result in immediate revocation of the license.
Additional usage not describe in this agreement whether by client or others such as builders, manufacturers, designers, or any other “third parties” who wish to use the images must contact RICI directly for separate licensing and fees. The Client agrees to take all reasonable measures to prevent unauthorized use, reproduction, or distribution of the delivered images by third parties. This includes, but is not limited to, restricting access to the images, implementing appropriate security measures, and informing relevant parties of the licensing terms. The Client acknowledges that any failure to take such measures may result in liability for unauthorized use.
COPYRIGHT NOTICE
ALL IMAGES ARE THE COPYRIGHT PROPERTY OF RHODE ISLAND COMMERCIAL IMAGING. Unauthorized use of images is a copyright violation, and will result in termination of this contract. Client understands that RHODE ISLAND COMMERCIAL IMAGING owns the images and retains all rights and use therein except the limited use thereof granted to Client under this License Agreement. Copyright may not be transferred to any other party.
ESTIMATES
The fees quoted by the RICI are for the original job description as presented by the Client. Any subsequent changes, whether made orally or in writing, may result in additional charges. The expenses are estimated in good faith. Actual expenses, which may be greater or less, will be invoiced.
PAYMENT POLICY
The total price for the services provided by RICI shall be $???? (the “Total Price”).
Payment shall be made in two installments, with the possibility of an additional invoice if changes are made or unexpected expenses are incurred during on-site work. The first installment is a non-refundable initial payment of $???? (the “First Payment”) which must be paid within forty-eight (48) hours of signing this Agreement to secure the booking. The agreed-upon session date will not be reserved until this Agreement is fully executed and the First Payment has been received. Upon receipt of the First Payment, RICI will confirm and reserve the scheduled time and date as agreed upon by both parties. The final installment, representing the remaining balance, shall be due in full prior to the delivery of the final images.
Payments will be made in accordance with the following schedule:
| Payment Date | Payment Amount |
| 00/00/202? Date of contract signing | First Payment $??? |
| 00/00/202? Date of Image delivery | Balance $?????? |
All payments will be invoiced by Photographer to the Accounting Point of Contact
IMAGE DELIVERY AND PAYMENT TERMS
RICI will deliver low-resolution, watermarked images for the Client’s review. Any unauthorized use, modification, or alteration of these images — including but not limited to cropping, removing watermarks, or applying filters — will void the license and may result in legal action.
Upon receipt of full payment as outlined in this Agreement, RICI will deliver high-resolution, unmarked JPEG images electronically via a secure online platform. Digital files shall be considered delivered once they are uploaded to RICI’s designated platform or sent via email with a confirmation of transmission. The Client is responsible for downloading and backing up the files within 14 days. RICI is not liable for loss of files beyond this period unless otherwise agreed.
Acceptable payment methods include check or credit card. Returned checks will incur a $50 fee. The Client assumes responsibility for any and all collection costs, including legal fees, incurred by RICI in the event enforcement of this Agreement becomes necessary.
PLANNING MEETING & REQUESTS
Both parties will engage in a pre-session planning by phone/in person/Zoom at least two (2) calendar weeks prior to session. The pre-session planning meeting works to finalize the location, aesthetics, styling, and Client’s particular requests. All specific photographic requests must be received by Photographer at least two (2) calendar weeks prior to session.
SUBCONTRACTORS
RICI shall have the right to hire subcontractors to perform various services contemplated by the contract, provided that RICI shall remain fully liable for the performance of the contract and all necessary paperwork filled appropriately.
LOCATION FEES
The photographic session will occur at Location identified herein, unless otherwise agreed upon in writing. If Client specifies a certain location to be used during the shoot, the Client is responsible for all location fees involved such as location access fees, parking, and other expenditures directly required for fulfillment of this Agreement.
JOB-SITE USE
The Client is responsible to obtain all necessary entrance permission and requirements the site location may demand for RICI to do the requested job as is described in this agreement. The Client will notify RICI any restrictions, rules, or areas to avoid prior to any session, and acknowledges that there are no known hidden or dangerous conditions present at the job-site. Client will acquire job-site owner’s approval to allow the free entry and exit of the RICI as may be necessary to complete the photographic session. This grant extends to such assistants and or models that RICI may utilize in the creation of photographic images. RICI will contact Client via phone, email, or other reliable means, to discuss any necessary modified use of the Venue due to weather, ongoing events, or other similar activities.
CLIENT REPRESENTATION
The Client is responsible for the presence of an authorized representative at the shoot to approve the RICI’s interpretation of the assignment. If a Client representative is not present, the RICI’s interpretation shall be deemed acceptable.
CANCELLATION / POSTPONEMENT POLICY
If the Client fails to appear for the scheduled session or does not provide necessary access, materials, or personnel required to complete the session — including but not limited to models, props, or site access — the Total Price shall become immediately due and payable. No refunds or rescheduling options will be provided in such cases.
In the event that the Client or any required personnel arrive more than 30 minutes late to the scheduled session, RICI reserves the right to cancel the session at its sole discretion. In such instances, the Total Price remains due in full, and no refunds will be issued.
If the Client or required personnel arrive late but within the 30-minute window, the session will proceed, and the time lost due to tardiness will be deducted from the allotted session time. No partial refunds or compensation will be provided for the reduced session duration.
If the Client requests to cancel or reschedule the session fewer than 14 calendar days before the scheduled session date, the First Payment (deposit) will be forfeited, and a new deposit will be required to book a future session.
In cases of illness, emergencies, or force majeure events that prevent either party from fulfilling the scheduled session, both parties agree to notify the other party within 24 hours when possible, and both parties agree to make reasonable efforts to reschedule. RICI reserves the right to assess whether the circumstances warrant rescheduling or forfeiture of fees.
If RICI is unable to perform services due to illness, injury, technical failures, or other circumstances beyond its control, RICI will make reasonable efforts to secure a qualified replacement photographer of comparable skill and experience. If a suitable replacement cannot be secured, RICI’s liability shall be limited to a full refund of any payments made by the Client. RICI shall not be held responsible for any further claims, damages, or costs arising from the inability to perform the agreed-upon services.
WEATHER POLICY
In the event the session location is outdoors, and the weather conditions are not desirable for an outdoor session based on Photographer recommendations, the session will be rescheduled and the reschedule fee will be waived, or an alternative indoor location agreed upon. Due to liability and equipment damages, this decision will be at Photographer’s sole discretion. Should inclement weather prevent the safe travel to or from the session location, the shoot may be rescheduled at the Photographer’s discretion, and the reschedule fee waived.
FORCE MAJEURE
Neither party will be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure will not constitute a breach of this agreement and the time for performance will be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause will be taken to limit or prevent the exercise by either party of its rights of termination under this Agreement without claim [arising from the termination] against the party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims will not be thereby terminated.
REFUND POLICY
All sales are final. Refunds will be issued only if RICI fails to deliver services as outlined in this Agreement. Dissatisfaction with artistic style, creative choices, or subjective interpretation does not warrant a refund.
INDEMNIFICATION
Client shall indemnify and hold RICImaging harmless against any claims for loss, liability, damage, or injury arising out of RICI’s performance of services at the property unless due to the sole negligence of RICI. Client understands that RICImaging may perform digital retouching of photos. Client is responsible for ensuring that the retouched photos do not display the product or location in a manner that is misleading, or constitutes false advertising.
LIABILITY FOR INJURY
RICI shall not be held liable for injuries, damages, or losses resulting from unsafe conditions at the shoot location or the actions of third-party individuals present during the session. The Client assumes full responsibility for ensuring the premises are safe, accessible, and suitable for photographic work.
The Client shall be liable for any injuries, damages, or losses sustained by RICI, its agents, employees, or subcontractors due to the property owner’s or resident’s failure to maintain a safe environment or provide adequate warning of dangerous or hidden conditions.
The Client further agrees to ensure the premises are free of harassment by pets, individuals, or other disturbances that may compromise the safety of the Photographer or the quality of the work.
Prior to the commencement of work, the Client shall inspect the property for any hazardous, defective, or unsafe conditions. If such conditions are identified, the Client is responsible for remedying the situation or informing RICI of the risks. In the event unsafe conditions arise during the session, RICI will make reasonable efforts to contact the designated Point of Contact (to be identified in writing by the Client) to address the matter. If the situation is not remedied within a reasonable timeframe, RICI reserves the right to cancel the remainder of the session. In such cases, all fees paid shall be considered earned, and no refunds will be issued. If feasible, RICI may offer the Client an opportunity to reschedule the session at RICI’s discretion and subject to availability.
CONFIDENTIALITY
All terms and conditions of this License, and any duties and performances due under this License shall remain confidential. Neither Licensee nor Licensor shall use any information related to the commercial use of the photograph(s) or business operations of the other Party, except in as much is necessary for adequate performance under this License. The obligations contained in this Provision shall expressly survive the termination, expiration or assignment of this License.
DISPUTE RESOLUTION CLAUSE
Any disputes will first be subject to mediation in Rhode Island before proceeding to legal action.
REPRESENTATIONS AND WARRANTIES
Rhode Island Commercial Imaging represents and warrants that it owns the digital images licensed to Client and otherwise makes no warranties, express or implied, with respect to the services provided under the contract.
RELATIONSHIP OF PARTIES
It is understood and agreed that the relationship of RICI and Client shall be that of independent contractor.
APPLICABLE LAW
The contract shall be governed by the laws of the State of Rhode Island.
CLIENT INFORMATION
Client Name:_________________________________
Company Name :_____________________________
Email Address: _______________________________
Phone Number: _______________________________
Mailing Address: ______________________________
Signature:
____________________________________________
Date:________________________________________
CONTRACT LICENSOR
Photographer’s Name: Max Putier
Company Name: Rhode Island Commercial Imaging LLC
Email Address: MP@ricimaging.com
Phone Number: 401-402-0575
Signature: _______________________________________
Date: ____________________________________________
