HER Media Services Agreement
THIS AGREEMENT is made as of Current Date (the â??Effective Dateâ?) between Client Name with a primary contact address of Client Address (â??Clientâ?) for the property located at Property Address, and HER Media (â??Photographer/Videographerâ?).
Please note that for insurance, safety, and efficiency purposes, no persons or vehicles should be on location during the shoot. We are not permitted to enter properties in which anyone is on-site.
Please note that for safety, efficiency, and insurance purposes, no persons or vehicles may be on-site during the shoot. Properties with occupants on-site cannot be entered.
1. Engagement of Photographer
1.1 Services. Subject to the terms set out herein, Client engages Photographer to provide, and Photographer agrees to provide, the photography services described in this Section 1.1 (the â??Servicesâ?).
Description of Services: Short Term Rental ("STR") Property Photography & Media Services and MLS Property Photography & Media Services
As part of the Services, the Photographer will produce or take similar action to create materials from Images and provide related deliverables (as set out above) pursuant to the provision of the Services (â??Work Productâ?). â??Imagesâ? means photographic material, whether still or moving, created by Photographer pursuant to this Agreement and includes, but is not limited to, transparencies, negatives, prints or digital files, captured, recorded, stored or delivered in any type of analogue, photographic, optical, electronic, magnetic, digital or any other medium.
2. Fees and Payment
2.1 Fees. Client will pay Photographer the fees set out herein in this Section 2.1 (â??Feesâ?), including any applicable federal or state/provincial sales or value-added taxes due on such Fees.
Retainer due upon signing: 50% retainer fee
Remaining amount due before delivery of final product. If not paid within 15 days of appointment a 30% fee will be added to invoice for late payment.
2.2 Retainer. Client acknowledges and agrees that the retainer amount set out above is due upon the signing of this Agreement and is not refundable (â??Retainerâ?), so as to fairly compensate Photographer for committing his/her time to provide the Services and turning down other potential projects or clients. Both parties agree that the Retainer will be credited towards the total Fees payable by Client. Retainer may be waived for partner agencies.
2.3 Invoice. Photographer will issue an invoice to Client upon agreement of the Services (â??Invoiceâ?). Client agrees to pay all Fees outstanding on or prior to the due dates set out in Section 2.1. Any payment after the due date will incur a late fee of 30% per month on the outstanding balance. Client acknowledges that the final amount payable may be subject to change depending on the amount actual expenses incurred. Client confirms and agrees that the final calculations provided in the Invoice, should they be different from the total listed in Section 2.1, will be the final amount payable.
2.4 Re-Visit Fees. Other vendors, cleaners, contractors, etc. are not to be at the property during the photo/video shoot. If we are delayed more than 15 minutes due to other parties on-site, the shoot will be rescheduled, and there will be a $150 re-visit fee added to the final invoice.
3. Client Responsibilities
3.1 Required Consents. Client will ensure that all required consents, as applicable, have been obtained prior to performance of the Services, including any consents required for the performance of Services and the delivery of Work Product by Photographer and, as applicable, from venues or locales where the Services are to be performed or from attendees or participants of the photo shoot.
3.2 Expenses. Client will provide the means of travel or be responsible for reasonable travel expenses incurred by Photographer that are necessary for the performance of the Services or travel that is otherwise requested by Client where the location of the performance of the Services is agreed upon as an additional fee in the original Quote. Clients will be responsible for any other expenses incurred by Photographers that are necessary for the performance of the Services as more particularly set out in Article 2.
3.3 Waiver. Client (on behalf of himself/herself and any other participant whose image or recording may be captured by the Services) hereby waives all rights and claims, and releases Photographer from any claim or cause of action, whether now known or unknown, relating to the sale, display, license, use and exploitation of Images pursuant to this Agreement.
4. Photographer Responsibilities
4.1 Equipment. Clients will not be required to supply any photography equipment to Photographers.
4.2 Manner of Service. Photographers will ensure that the Services are performed in a good, expedient, workmanlike and safe manner, and in such a manner as to avoid unreasonable interference with Clientâ??s activities. Photographers may reschedule sessions up to 60 minutes prior to the session for any reasonable reason (health, equipment malfunction, weather, etc.)
4.3 Photography Staff. Photographer will, and will ensure that all Photography Staff (employees, assistants or other parties engaged by Photographer to assist with the Services): comply with the reasonable directions of Client from time to time regarding the safety of attendees or participants at the photo shoot and applicable health, safety and security requirements of any locations where the Services are provided; ensure that Work Product meets the specifications set out in Section 1.1 in all material respects.
5. Artistic Release
5.1 Consistency. Photographer will use reasonable efforts to ensure that the Services are produced in a style consistent with Photographerâ??s current portfolio, and Photographer will use reasonable efforts to consult with Client and incorporate any reasonable suggestions.
5.2 Style. Client acknowledges and agrees that:
*Client has reviewed Photographerâ??s previous work and portfolio and has a reasonable expectation that Photographer will perform the Services in a similar style
*Photographer will use its artistic judgement when providing the Services, and shall have final say regarding the aesthetic judgement and artistic quality of the Services; and
*Disagreement with Photographerâ??s aesthetic judgement or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
6. Term and Termination
6.1 Term. This Agreement will begin on the Effective Date and continue until the latter of (i) the date where all outstanding Fees under this Agreement are paid in full; or (ii) the date where all final Work Product has been delivered (â??Termâ?).
6.2 Cancellation. Client may terminate the Agreement (â??Cancellationâ?) and/or reschedule the Services (â??Reschedulingâ?) by providing Photographer with written notice no later than 10 days before the original date of the Services (the â??Minimum Noticeâ?). Client acknowledges and agrees that Client is not relieved of any payment obligations for Cancellations and Rescheduling unless the Minimum Notice in accordance with this Article 6 is duly provided or unless the parties otherwise agree in writing.
6.3 Rescheduling. In the event of Rescheduling, Photographers will use commercially reasonable efforts to accommodate Clientâ??s change. If Photographer is not able to accommodate Clientâ??s change despite using commercially reasonable efforts, the parties agree that such Rescheduling will be deemed as Cancellation by Client and that Photographer will be under no obligation to perform the Services other than on the original date of the Services. Rescheduling, other than for reasons of weather and/or natural disaster will incur a $150 fee if within days 7-3 of the shoot. Rescheduled appointments on day 2 or 1 will incur a $250 fee. Jobs rescheduled on the day of the shoot will be considered a cancellation and the fee will be due in full.
6.4 No Refund. Client acknowledges and agrees that Cancellation by Client will not result in a refund of any fees paid on or prior to the date of Cancellation by Client.
7. Ownership of Work Product by Photographer
7.1 Ownership of Work. Photographers will own all rights, title and interest in all Work Product. Client (on behalf of itself and any attendees or participants at the photo shoot) hereby grants Photographer and any of its service providers an exclusive, royalty-free, worldwide, irrevocable, transferable and sub-licensable license to use any materials created by Client or attendees, during the performance of the Services, that may be protected by copyright or any intellectual property rights (â??Client Materialsâ?) as part of any Work Product or in connection with the marketing, advertising or promotion of Photographerâ??s services, including in connection with Photographerâ??s studio, portfolio, website or social media, in any format or medium. Client acknowledges and affirms that no other person or entity has any rights that may prevent or restrict Photographer from using Client Materials as provided herein.
8. Limited License to Client
8.1 Personal Use. HER Media (Photographer) hereby grants Client an exclusive, limited, irrevocable, royalty-free, non-transferable and non sub licensable license to use Work Product for Clientâ??s Use, provided that Client does not remove any attribution notices or copyright notices included by Photographer in any Work Product. â??Useâ? includes, but is not limited to, use (i) of photos on Clientâ??s personal social media pages or profiles; (ii) and in personal communications, such as newsletters, or email. Airbnb, VRBO, and all other such commercial advertising purposes/websites are included in this license. Client will not make any other use of the Work Product without Photographerâ??s prior written consent, including but not limited to use of the Work Product for commercial sale. No work produced within this shoot/session may be used by any party (contractor, designer, cleaner, etc.) other than the original signer/acceptor of this contract. The work produced in this session may not be transferred to any party without written consent and license from the photographer. The work produced may not be used for print.
1. Grant of License. This license grants the Client (â??Licenseeâ?) an individual, non-transferable and non-exclusive right to use the images described on the invoice for SHORT TERM RENTAL/VACATION RENTAL use only during the duration of the property listing by the invoiced owner. You may not sell, rent, lease, or sublicense the photos to any other companies or entities not mentioned in this license agreement.
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2. Permitted/Prohibited Uses. The images may be used for any press articles, marketing, on-line use, as well as any form of reproduction, printed or digital, needed to market the property that has been photographed. The photos may also be used by the clients management company for the sole purpose of marketing the specific property photographed for the duration of the listing, and must NOT be distributed to a third party without permission. The images are not to be changed, edited or enhanced in any way unless done by HER Media. The images may be backed up or archived as necessary to complete the above stated uses only. You may not resell, sub-license, give, lend, sub-let, distribute the whole or part of an image, whatever its size and resolution. You may not reproduce, resell or redistribute those images for commercial purposes or for marketing use with another selling agent, management company or marketing company.
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3. Copyright. All rights pertaining to the photographs are owned by HER Media and protected by United States Copyright Laws, international treaty provisions, and other applicable laws. No title, copyright, or intellectual property rights in the photos are transferred with this license. Full rights and copyright, including but not limited to self-promotion usage, remain with HER Media, without exception.
MLS Licensing
1. Grant of License. This license grants the Client (â??Licenseeâ?) an individual, non-transferable and non-exclusive right to use the images described on the invoice for REAL ESTATE use only during the duration of the property listing. You may not sell, rent, lease, or sublicense the photos to any other companies or entities not mentioned in this license agreement.
2. Permitted/Prohibited Uses. The images may be used for any press articles, marketing, on-line use, as well as any form of reproduction, printed or digital, needed to market the property that has been photographed. The photos may also be used by the agentâ??s/clients parent company for the sole purpose of marketing the specific property photographed for the duration of the listing, and must NOT be distributed to a third party without permission. The images may be backed up or archived as necessary to complete the above stated uses only. You may not resell, sub-license, give, lend, sub-let, distribute the whole or part of an image, whatever its size and resolution. You may not reproduce, resell or redistribute those images for commercial purposes or for marketing use with another selling agent, management company or marketing company.
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3. Copyright. All rights pertaining to the photographs are owned by HER Media and protected by United States Copyright Laws, international treaty provisions, and other applicable laws. No title, copyright, or intellectual property rights in the photos are transferred with this license. Full rights and copyright, including but not limited to self-promotion usage, remain with HER Media, without exception.
9. Indemnity and Limitation of Liability
9.1 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 the Services and or Work Product Photographer provides to Client.
9.2 Force Majeure. Neither party shall be held in breach of or liable under this Agreement for any delay or non-performance of any provision of this Agreement caused by illness, emergency, fire, strike, pandemic, earthquake, or any other conditions beyond the reasonable control of the non-performing party (each a â??Force Majeure Eventâ?), and the time of performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance. If such Force Majeure Event persists for more than 60 days, the party not affected by the Force Majeure Event may terminate the Agreement and any prepaid fees for Services not performed (other than the Retainer) shall be returned within 15 days of the date of termination of the Agreement.
9.3 Failure to Deliver . Photographer shall not be held liable for delays in the delivery of such Work Product, or any Work Product undeliverable, due to technological malfunctions, service interruptions that are beyond the control of Photographer (including as a result of delays in receipt of instructions from Client), health reasons, and for Work Product that fails to meet the specifications set out in Section 1.1 due to the actions of Client or attendees or participants at the photo shoot that are beyond the control of Photographer (e.g., camera flashes).
9.4 Maximum Liability. Notwithstanding anything to the contrary, Client agrees that Photographerâ??s maximum liability arising out of or related to the Services or the Work Product shall not exceed the total Fees payable under this Agreement.
10. General
10.1 Notice. Parties shall provide effective notice (â??Noticeâ?) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
Photographerâ??s Email:
[email protected]Clientâ??s Email: Client Email
10.2 Survival. Articles 7, 8, 9 and 10 will survive termination of this Agreement.
10.3 Governing Law. This Agreement will be governed by the laws of Tennessee, United States of America.
10.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the parties.
10.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements and understandings both formal and informal.
10.6 Sever-ability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction, that provision or part thereof will be severed from this Agreement and the remaining part of such provision and all other provisions will continue in full force and effect.
