Photography Licensing Agreement
This Photographer Licensing Agreement (the “AGREEMENT”) is entered into effective from the booking date, between TDrone Media (“PHOTOGRAPHER”) and the Client (“CLIENT”). All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries however the agreement becomes VOID in the case a business is sold or dissolves.
Scope of this Agreement. This Agreement applies to any media created or taken by the 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. Client may not assign or transfer this agreement or any rights granted under it.
Rights. All Photos and rights relating to them, including copyright and ownership rights remain the sole and exclusive property of the Photographer. Licensing 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, unless otherwise agreed to in writing.
Photos must not be re-edited, modified, reproduced or re-distributed. Any photos found to be used by other agents, companies, photographers or retail outlets will be prosecuted under Canadian Copyright Laws. Unless otherwise specifically provided elsewhere in a 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 requires Photographer’s permission and subject to additional fees.
Real Estate Photos may be uploaded to any MLS listing service solely for promotion of the Property during the pendency of this Agreement. At no time does this Agreement provide Client with the right to transfer copyright, or any other exclusive rights as outlined 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.
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.
Fees: Any fees paid are compensation for the Photographers time and expertise, NOT ownership of the photos. All fees and expenses payable under this agreement are required a) at the time of booking OR/AND 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 thirty (30) 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 at 3% monthly 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 immediately removed from all forms of media and permanently destroyed. Client shall provide the Photographer with a written statement that all images have been removed and destroyed. Any outstanding balance of fees or expenses after 60 calendar days will be processed for collection and reported to the Broker of Record, RECO, CREA and any other applicable boards. Any debt over 90 days will be processed as a copyright infringement at a flat rate of $1000/delivered image plus all legal fees.
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.