Brand Envisioned

Photographer Licensing Agreementversion 1 in force

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This is what a client checks off on the booking page before an order goes through. Editing here never rewrites the version anyone already agreed to — saving publishes a new version, and every past acceptance stays pointed at the text that was on screen at the time.

Agreement text (Markdown)

This Photographer Licensing Agreement (the "Agreement") is entered into effective at the time order is placed between Brand Envisioned and you, the individual placing the order. All references to Photographer and the Client in this Agreement shall include Photographer's and Client's parent companies, affiliates, and subsidiaries.

**Scope of this Agreement.** This Agreement applies to any photograph, graphics, digital assets, or digital images or video created or taken by Photographer and delivered to the Client (collectively known as "Photos") for the property or properties stated in this order. 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 otherwise agreed to in writing.

**Rights:** All Photos, including but not limited to RAW footage, negatives, transparencies, proofs, previews, and rights relating to them, including copyright and ownership rights in the media in which the Photos are stored, will remain the sole and exclusive intellectual property of the Photographer.

Photographer retains all rights to the images, including but not limited to, the right to copy, display, and/or publish any and all images, for any reasons, including but not limited to marketing, advertising, print competitions, and for use on Photographer's website, portfolio, blog, and social media platforms, including, but not limited to, Facebook, Instagram, LinkedIn and Twitter. Copyright protection is established United States Federal law and allows all violators to be punished to the full extent of the law.

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 the Photographer and the payment of additional fees, unless otherwise agreed to in writing.

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. Photos 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. Client is responsible for ensuring that the Photos are removed from MLS databases at the expiration of this Agreement.

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.

**Limited Commercial Use License** (For clients purchasing commercial services)

Client is purchasing from Photographer high-resolution un-watermarked digital files and Photographer is issuing to Client a non-exclusive perpetual limited license for Client's limited commercial use of the digital files in the normal course of Client's business, including, but not limited to, advertising, marketing, or other promotions, or on Client's website, blog, or social media platforms. Client understands that the digital files are meant for print and online marketing and advertising materials or campaigns. The digital files may be not altered, edited, or manipulated in any way, except that Client may add their business name, logo, website or other advertising or marketing campaign text to the digital files so long as it does not affect the elements of the image as styled by Photographer. The digital files may not be used by anyone, including but not limited to subcontractors and/or digital/print magazine publishers, other than the client. The Client cannot sell, lease, or give images to any third party.

**Restrictions on Use.** Client will not use the Photos for any of the following purposes:

(A). **No Unlawful Use.** Client will not use the Photos in any unlawful manner, such as pornography or defamation.

(B). **No Standalone File Use.** Client will not use the Photos in any way that allows a standalone file or content file to be downloaded, extracted, or redistributed by others.

(C). **No Use in Trademark or Logo.** Client will not use the Photos in any trademark, design, logo or other mark.

(D). **No Products for Resale.** Client will not use the Photos in any goods or products where the Photos are the primary value.

(E). **No Alterations.** Client will not alter the Photos without the prior written permission of Photographer.

(F). **No Sublicenses.** Client will not sublicense the Photos without the prior written permission of Photographer.

**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 Photos 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.

**Creation:** The manner and method of creating any Photographs 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 Photos conform to Client's specifications; and (b) submit all Photos to Client in publishable quality, on or before the applicable deadlines.

**Delivery:** Photographer may select delivery of photographs in JPEG, TIFF, PNG, 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 two (2) business days. Photographer's sole obligation will be to replace the Photos 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. Photographer has no obligation to retain or archive any Photos delivered to Client and all Photographer responsibility for the videos is completed at delivery.

**Fees:** All fees and expenses payable under this agreement are required at the time of delivery, unless otherwise agreed upon in writing, 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.

**Cancellation:** If Client cancellation of this Agreement occurs prior to 1) the Property shoot or 2) within one (1) month of this agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. For Client cancellation within twenty-four (24) hours of the Property shoot, Client is responsible for 100% of the fee and any expenses incurred, unless otherwise agreed upon in writing.

**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 design 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.

**Indemnification:** Client agrees to indemnify, defend and hold harmless Photographer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Photographer provides to Client. Claims against Photographer for the delivered artistic works must be brought to Photographer's attention within one calendar (1) week from delivery date. At that time, the Client waives any right to submit a claim to Photographer for reimbursement of any fees previously paid or for her waiver or forgiveness of any fees that may still be outstanding.

It is the Client's responsibility to obtain the necessary model or property releases and to 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 North Carolina. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in New Hanover County, North Carolina, 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.

IN WITNESS WHEREOF, the parties have caused this Photographer Licensing Agreement to be duly executed as of the date the order is placed.

Version history

Version	Published	Fingerprint	Acceptances
v1in force	Sep 19	e968dd86abd54fb7…	0