This Real Estate Photography Licensing Agreement (the “AGREEMENT”) is entered into effective immediately between Higher Perspective Photography (HPP) and the Person or Persons or agency requesting photography services from HPP (CLIENT) upon the CLIENT checking the box " ***IMPORTANT Contract Details*** " and finalizing the booking process by submitting the completed form thereby scheduling services with HPP. All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
Scope of this Agreement. This Agreement applies to any photograph, graphics, digital assets, videos and/or digital images created or taken by HPP and delivered to the Client (collectively known as “PHOTOS”) for the property being scheduled currently (“PROPERTY”). This Agreement governs the relationship between the parties and in no event shall any e-mail communication or other exchange, amend or otherwise modify the terms of this Agreement unless agreed to in writing.
Rights: All "PHOTOS" and rights relating to them, including copyright and ownership rights in the media in which they are stored, remain the sole and exclusive property of the HPP. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the sale of the Property. Photos used for any purpose not directly related to the sale of the Property must be with the express permission of HPP and the payment of additional fees, unless otherwise agreed to in writing.
Photos may be uploaded to any MLS listing service (or similar) solely for promotion of the Property during the pendency of this Agreement. However, regardless of any terms and conditions of the MLS, at no time does this Agreement provide Client with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. Photos may contain copyright management information (CMI) at the discretion of HPP in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to HPP for any penalties and awards available under the statute. Client is responsible for ensuring that the Photos are removed from MLS databases at the expiration of this Agreement unless otherwise agreed upon in writing.
Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to a term of either one (1) year from the date of this Agreement, or (2) at the termination of Client’s representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer’s permission and additional fees. Rights are assigned to the Client immediately upon delivery of the "PHOTOS".
Relationship of the Parties: The parties agree that HPP is an independent contractor, and that neither HPP, nor HPP’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. HPP and the "PHOTOS" or any other deliverables prepared by HPP shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Creation: The manner and method of creating any Photographs is solely at the discretion of HPP and the Client has no right to control Photographer’s manner and method of performance under this Agreement. Photographer will use his/her best efforts to: (a) ensure that the "PHOTOS" conform to Client’s specifications; and (b) submit all Photos to Client in publishable quality, on or before the applicable deadlines unless agreed upon by both parties.
Delivery: HPP may select delivery of "PHOTOS" in JPEG, TIFF, PNG, MPEG, MP4 or other standard format, at a resolution that Photographer determines will be suitable for the "PHOTOS" as licensed. It is the Client's responsibility to verify that the Photos are suitable for reproduction and that if the "PHOTOS" are not deemed suitable, to notify the Photographer with five (5)business days. HPP’s sole obligation will be to replace the "PHOTOS" at a suitable resolution but in no event will HPP be liable for poor reproduction quality, delays, or consequential damages.
Unless otherwise specifically provided, HPP is not responsible to provide images 1) larger than 8”x10” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. HPP has no obligation to retain or archive any "PHOTOS" delivered to Client after 21 days.
Fees: All fees and expenses payable under this agreement are required no later than 14 days from the delivery of the "PHOTOS" and payable irrespective of whether Client makes actual use of the "PHOTOS". If full payment has not been received within thirty (30) days from invoice issue date then a 30% late fee will be charged on the original invoice amount plus any additional late fees and will compound each additional 30 days the invoice remains past due. If after 90 days there remains an unpaid balance then all photographic rights of the client are revoked at Photographer’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. The client must also contact all 3rd party hosting sites such as Zillow, Trulia, etc and have them remove contracted media as well. Client shall provide HPP with a written statement and signed that all images have been removed and destroyed and that the Client made no profit from the usage of "PHOTOS". Any outstanding invoice MUST be paid in full regardless. Unpaid invoices will be turned over to a collection agency/attorney to recover until the balance is paid in full. In order for clients to restore photographic media rights and legally use contracted media the balance must be paid in full. Failure to provide proof that media has been removed will result in possible legal action against clients and any party/agency attached to them to recover delinquent invoice amounts. In the event collection efforts are required to obtain payment on this invoice, to the extent permitted by law, You agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys' fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any Collateral.
Cancellation: Client cancellation of this Agreement within 24 hours of the Property shoot may be required to pay any expenses incurred and a thirty percent (30)% cancellation fee at HPP's discretion.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by HPP, and HPP shall be entitled to offer and provide "PHOTOS" services to others, solicit other clients and otherwise advertise the services offered by HPP.
Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.
Indemnification: Client will indemnify and defend HPP against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the "PHOTOS" or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
General Law/Arbitration: This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of Alabama. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in DeKalb County Alabama, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Waiver: No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy.
Scope of this Agreement. This Agreement applies to any photograph, graphics, digital assets, videos and/or digital images created or taken by HPP and delivered to the Client (collectively known as “PHOTOS”) for the property being scheduled currently (“PROPERTY”). This Agreement governs the relationship between the parties and in no event shall any e-mail communication or other exchange, amend or otherwise modify the terms of this Agreement unless agreed to in writing.
Rights: All "PHOTOS" and rights relating to them, including copyright and ownership rights in the media in which they are stored, remain the sole and exclusive property of the HPP. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the sale of the Property. Photos used for any purpose not directly related to the sale of the Property must be with the express permission of HPP and the payment of additional fees, unless otherwise agreed to in writing.
Photos may be uploaded to any MLS listing service (or similar) solely for promotion of the Property during the pendency of this Agreement. However, regardless of any terms and conditions of the MLS, at no time does this Agreement provide Client with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. Photos may contain copyright management information (CMI) at the discretion of HPP in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to HPP for any penalties and awards available under the statute. Client is responsible for ensuring that the Photos are removed from MLS databases at the expiration of this Agreement unless otherwise agreed upon in writing.
Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to a term of either one (1) year from the date of this Agreement, or (2) at the termination of Client’s representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer’s permission and additional fees. Rights are assigned to the Client immediately upon delivery of the "PHOTOS".
Relationship of the Parties: The parties agree that HPP is an independent contractor, and that neither HPP, nor HPP’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. HPP and the "PHOTOS" or any other deliverables prepared by HPP shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Creation: The manner and method of creating any Photographs is solely at the discretion of HPP and the Client has no right to control Photographer’s manner and method of performance under this Agreement. Photographer will use his/her best efforts to: (a) ensure that the "PHOTOS" conform to Client’s specifications; and (b) submit all Photos to Client in publishable quality, on or before the applicable deadlines unless agreed upon by both parties.
Delivery: HPP may select delivery of "PHOTOS" in JPEG, TIFF, PNG, MPEG, MP4 or other standard format, at a resolution that Photographer determines will be suitable for the "PHOTOS" as licensed. It is the Client's responsibility to verify that the Photos are suitable for reproduction and that if the "PHOTOS" are not deemed suitable, to notify the Photographer with five (5)business days. HPP’s sole obligation will be to replace the "PHOTOS" at a suitable resolution but in no event will HPP be liable for poor reproduction quality, delays, or consequential damages.
Unless otherwise specifically provided, HPP is not responsible to provide images 1) larger than 8”x10” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. HPP has no obligation to retain or archive any "PHOTOS" delivered to Client after 21 days.
Fees: All fees and expenses payable under this agreement are required no later than 14 days from the delivery of the "PHOTOS" and payable irrespective of whether Client makes actual use of the "PHOTOS". If full payment has not been received within thirty (30) days from invoice issue date then a 30% late fee will be charged on the original invoice amount plus any additional late fees and will compound each additional 30 days the invoice remains past due. If after 90 days there remains an unpaid balance then all photographic rights of the client are revoked at Photographer’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. The client must also contact all 3rd party hosting sites such as Zillow, Trulia, etc and have them remove contracted media as well. Client shall provide HPP with a written statement and signed that all images have been removed and destroyed and that the Client made no profit from the usage of "PHOTOS". Any outstanding invoice MUST be paid in full regardless. Unpaid invoices will be turned over to a collection agency/attorney to recover until the balance is paid in full. In order for clients to restore photographic media rights and legally use contracted media the balance must be paid in full. Failure to provide proof that media has been removed will result in possible legal action against clients and any party/agency attached to them to recover delinquent invoice amounts. In the event collection efforts are required to obtain payment on this invoice, to the extent permitted by law, You agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys' fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any Collateral.
Cancellation: Client cancellation of this Agreement within 24 hours of the Property shoot may be required to pay any expenses incurred and a thirty percent (30)% cancellation fee at HPP's discretion.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by HPP, and HPP shall be entitled to offer and provide "PHOTOS" services to others, solicit other clients and otherwise advertise the services offered by HPP.
Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.
Indemnification: Client will indemnify and defend HPP against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the "PHOTOS" or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
General Law/Arbitration: This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of Alabama. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in DeKalb County Alabama, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Waiver: No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy.