Photography Licensing Agreement
This Photographer Licensing Agreement (the “AGREEMENT”) is entered into effective from the booking date, between Images by John Hanson (“PHOTOGRAPHER”) and the Client (“CLIENT”). 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, or digital images created or taken by Photographer and delivered to the Client (collectively known as “PHOTOS”) for the Property/Project (“PROPERTY/PROJECT”). 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 remain the sole and exclusive property of the Photographer. This license provides the Client with the limited right to publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the Property/Project. Photos used for any purpose not directly related to the Property/Project including resale must be with the express permission of Photographer and the payment of additional fees paid, unless otherwise agreed to in writing. Photos MUST NOT be re-edited, modified, reproduced, re-distributed to any other channels or used by other photography firms, retail outlets or used in Virtual Tours other than those provided by Images by John Hanson or Real Estate Tours Canada. Any photos found to be used by other agents, companies, photographers or retail outlets will be prosecuted under Canadian Copyright Laws.
Real Estate 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. 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 the photo shoot, or (2) at the termination of Client’s representation of the Property/Project, 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 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, styling and method of creating any Photographs is solely at the discretion of Photographer and the Client has no right to control Photographer’s manner, styling 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/requirements; 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 within 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 3) in RAW format. Photographer has no obligation to retain or archive any Photos delivered to Client beyond seven (7) calendar days.
Fees: All fees and expenses payable under this agreement are required a) at the time of booking OR b) upon receipt of an invoice payable irrespective of whether the Client makes actual use of the Photos. If full payment has not been received within fifteen (15) calendar days of photo delivery a) the Photographer reserves the right of refusal of further photo shoots until the outstanding balance is paid AND b) interest will be applied to the outstanding balance until paid and all rights may be revoked at the Photographer’s discretion. In the event rights are revoked, all images in the possession of Client must be removed from all forms of media and permanently destroyed immediately. Client shall provide Photographer with written statement that all images have been removed and destroyed. Any outstanding balance of fees or expenses after 60 calendar days will be handed over to our legal representative for collection processing. Print copies of any licensed images photographed by Images by John Hanson are available for purchase from $500CAD per print.
Cancellation: If Client cancels this Agreement within one (1) month of this agreement, Client will pay any expenses incurred. For Client cancellation within four (4) days of the Property/Project shoot, Client is responsible for 50% of the fee and any expenses incurred. For Client cancellation the same day of the Property/Project shoot, Client is responsible for 100% of the fee and any expenses incurred. In the case of inclement weather where it places either photographer/equipment in danger of getting to or completing the shoot, the photographer has the right to reschedule to the next available date and time without penalty. If the product/property is not ready for photography (un-prepared, cluttered, dirty, excessive damage, under construction, messy or any other reason. see PhotoTips), the photographer has the right to refuse the shoot without penalty and without refund to the client.
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 photography and 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 will indemnify and defend Photographer 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 and 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 Province of Ontario. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in St. Catharines, Ontario 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.
Commercial Insurance: Images by John Hanson holds a $2-million Commercial General Liability Certificate with Harvard Western Insurance.
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. By hiring Images by John Hanson, you agree to all the conditions and terms outlined in this licensing agreement and release Images by John Hanson and all of it’s employees, associates, agents, parent companies, affiliates, and subsidiaries from any legal actions.