Terms and Conditions

Photographer Licensing Agreement

This Photographer Licensing Agreement (the “AGREEMENT”) is entered into effect immediately between InSites Media, LLC (“PHOTOGRAPHER”) and ___________________________ (“CLIENT”). All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries. All references to the Photographer in this Agreement shall include any individual who works with or for InSites Media, LLC in any fashion. This contract is in effect for all current and future bookings unless specified otherwise.

Scope of this Agreement. This Agreement applies to any photographs, videos, virtual tours, digital assets, or digital images created or taken by Photographer and delivered to the Client (collectively known as “PRODUCTS”). 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 Products and rights relating to them, including copyright and ownership rights in the media in which the Products are stored, remain the sole and exclusive property of the Photographer. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Products only for promotional or advertising purposes directly related to the sale of the Property. Promotional and advertising material includes business cards, website banners, brochures marketing the property, etc and the use of Products by builder, architects, designers, stagers, home owners, etc. is prohibited without first consulting the Photographer.

Photos may be uploaded to any MLS listing service 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. Products may contain copyright management information (CMI) at the discretion of the Photographer 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 the Photographer for any penalties and awards available under the statute.

The images issued under this agreement may NOT be transferred to subsequent listing agents in the event that the property does not sell under the terms of the current exclusive listing agreement. It is understood that other parties may choose to use these photos if they are found remaining on the MLS or other real estate listing services, but Client agrees not to provide them these photos themselves or any other Products purchased from Photographer. Photographer reserves the right to capture additional media with their digital devices (cameras, phones, etc.) on and around the booked property (including but not limited to photos, video, boomerangs, instastories, etc.) for personal and professional use.

Relationship of the Parties: The parties agree that Photographer is an independent contractor, and that neither Photographer, nor Photographer’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. Photographer and the Products or any other deliverables prepared by Photographer 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.

Cancellation/Rescheduling: Client cancelation and/or rescheduling is acceptable if done prior to the agreed upon shoot time. If for any reason Photographer proceeds to start taking photos or video prior to being communicated with, Client may be responsible for up to 50% of the agreed upon fee.

Creation: The manner and method of creating any Product is solely at the discretion of Photographer 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 Products conform to Client’s specifications; and (b) submit all Products to Client in publishable quality. Delivery: Photographer may select delivery of Products in JPEG, TIFF, PNG, or other standard format, at a resolution that Photographer determines will be suitable for the Products as licensed. It is the Client's responsibility to verify that the Products are suitable for reproduction and that if the Products are not deemed suitable, to notify the Photographer with five (5) business days. Photographer’s sole obligation will be to replace the Products at a suitable resolution but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided, Photographer 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. Unless otherwise specifically discussed and agreed upon, Photographer holds right to deliver any video in a format and resolution to their choosing, but no smaller than 1080p. Photographer has no obligation to retain or archive any Products delivered to Client after 90 days.

3D Tour Expirations: All 3D tours are hosted for 60 days after their published date, after which they may be deactivated. After this timeframe, tour may be hosted at an additional rate of $25/month. This may be arranged at time of activation or afterwards.

Fees: All fees and expenses payable under this agreement are required no later than ten (10) business days from the agreed upon arrangement (either an arrangement that suggests immediate payment upon deliver of Products, known hereby as “Conventional” or one that suggests payment immediately after the closing of a property, hereby known as “No Risk”).

All fees and expenses payable under a Conventional agreement are required no later than ten (10) business days from the delivery of the Products and payable irrespective of whether Client makes actual use of the Photos. If full payment has not been received within thirty (30) days all rights 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. Client shall provide Photographer with written statement that all images have been removed and destroyed.

All fees and expenses payable under a No Risk agreement are required no later than ten (10) business days from the closing of the Property. If full payment has not been received by this time, attempts will be made by inquiring Client’s brokerage and/or management.

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 Photographer, and Photographer shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Photographer.

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.

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 Ohio. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Warren, Ohio, 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.