Photographer Licensing Agreement

This Photographer Licensing Agreement (“Agreement”) becomes effective upon the delivery of the photos (“Photos”) from Shelter Visuals LLC (“Photographer”) to the Client (“Client”). References to 'Client' in this Agreement include any parent companies, affiliates, and subsidiaries of the Client. By downloading or using the Photos, the Client agrees to the terms of this Agreement.

Scope of Agreement: This Agreement covers all photographs, videos, graphics, digital assets, and images created by the Photographer and delivered to the Client (collectively, the “Photos”). It governs the relationship between the parties, and any changes to its terms must be made in writing.

Rights: The Photographer retains all ownership and copyright in the Photos. This license grants the Client limited rights to reproduce, display, and distribute the Photos solely for promotional or advertising purposes related to the sale or rental of the Property. Any other use requires the Photographer’s permission and may incur additional fees.

The Photos may be uploaded to MLS or rental listing services to promote the Property while this Agreement is in effect. However, the Client does not gain any copyright ownership or exclusive rights under the Copyright Act (17 U.S.C. § 106).

The Photographer may include copyright management information (CMI) in the Photos, such as a copyright notice or metadata. Removing or altering CMI is prohibited and may violate the DMCA, making the Client liable for statutory penalties.

Unless otherwise agreed, the rights granted are limited to:

One year from this Agreement’s date for Properties listed for sale;

Five years for Properties listed as rentals; or

The end of the Client’s representation of the Property, whichever occurs first.

Further use or extended rights require additional fees and permission from the Photographer. Rights are granted to the Client upon delivery of the Photos.

Relationship of the Parties: The Photographer is an independent contractor, and neither the Photographer nor their employees or contractors are considered employees of the Client. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties, nor can either party bind the other, except as specifically stated here. The Photos and other deliverables are not considered “works for hire” under copyright law. All rights granted to the Client are defined solely by this Agreement.

Creation: The Photographer has sole discretion over the manner and method of creating the Photos. The Client does not control the Photographer’s performance under this Agreement. The Photographer will make best efforts to (a) ensure the Photos meet the Client’s specifications, and (b) deliver all Photos in publishable quality by the agreed deadlines.

Delivery: The Photographer will deliver the Photos in a standard format (JPEG, TIFF, PNG, etc.) and at a resolution deemed suitable for the licensed use. The Client is responsible for verifying the Photos’ suitability for reproduction and must notify the Photographer within five (5) business days if they are not. The Photographer’s only obligation will be to provide a replacement at an appropriate resolution, with no liability for reproduction quality, delays, or consequential damages.

Unless otherwise agreed, the Photographer is not required to provide images larger than 8"x10" at 300 dpi, or higher than 8-bit quality, nor in RAW format. The Photographer has no obligation to retain or archive any Photos once delivered.

Fees: All fees and expenses under this Agreement are due no later than the day the Photos are delivered, regardless of whether the Client uses the Photos. If full payment is not received upon delivery, all rights granted to the Client are revoked, and the Client must remove all images from all media.

No Exclusivity: This Agreement is non-exclusive. The Client may hire others for similar services, and the Photographer may offer services to other clients and advertise freely.

Transfer and Assignment: The Client cannot assign or transfer this Agreement or any rights under it. Changes to this Agreement are only valid if made in writing and signed by both parties. The Client is also responsible for any authorizations noted on the invoice, even if they could not be confirmed in writing due to time constraints or other practical reasons.

Indemnification: The Client agrees to indemnify and defend the Photographer against any claims, liabilities, damages, costs, or expenses, including reasonable legal fees, related to the creation or use of the Photos or materials provided by the Client. The Client is responsible for obtaining any necessary model or property releases to ensure they are valid and enforceable.

General Law/Arbitration: This Agreement represents the complete understanding between the parties and replaces any previous agreements. It will be governed by the laws of the State of New York. Any legal claims or disputes related to this Agreement must be brought in courts located in Westchester County, New York, and both parties consent to the jurisdiction of these courts. The prevailing party in any litigation is entitled to recover its attorney’s fees. If the parties cannot resolve a dispute through negotiation, either party may initiate mediation or binding arbitration in a mutually agreed forum.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain valid and enforceable. The invalid provision will be modified only as needed to make it enforceable.

Waiver: No action by either party, except for an express written waiver, will be interpreted as a waiver of any provision of this Agreement. A single or partial exercise of any right does not prevent further exercises of that right.