Legal

Short Version

PDX Listing Photos retains the rights to all photos, videos and Virtual Tours (Media). Rights are hereby granted for one-time-use of Media to market or promote the represented property for sale or rental by the payee and/or anyone working on behalf of the payee. Rights expire upon sale, expiration of listing, or successful rental of the property, whichever comes first. Rights are non-transferable without express written permission of PDX Listing Photos and payment of requested fees.

Images may not be used to relist a property for a different owner or by a different agent without acquiring additional rights at the then current rate.

Media Rights

(1) Definition: “Media” means all visual representations furnished to Client by PDX Listing Photos, captured in any way, and stored and delivered in any medium. Photos will be delivered in JPG format at a resolution of 2048 pixels long edge. Video will be delivered in 720HD, hosted at Vimeo.com. Client assumes responsibility to verify that these delivery mediums and formats are suitable for their intended end usage. If the data are not deemed suitable, PDX Listing Photos’ sole obligation will be to replace or repair the data, but in no event will PDX Listing Photos be liable for poor reproduction quality, delays, or consequential damages. PDX Listing Photos has no obligation to retain or archive any Media after the expiration of the original listing or one (1) year, whichever occurs first.

(2) Rights: All Media and related rights, including copyright and ownership rights remain the sole and exclusive property of PDX Listing Photos. Limited rights are assigned to Client upon delivery of images. Unless otherwise specifically provided elsewhere in this document, any grant of rights is limited to a term of one (1) year from the date hereof and to usage in print and digital media in North America for commercial marketing use. Virtual Tours and Video Tours, if provided, will be hosted on PDX Listing Photos’ website or third-party service to be determined by PDX Listing Photos until the successful conclusion of the listing, or the expiration of the listing, but not to exceed a period of one (1) year. Further use of Media beyond (1) year require PDX Listing Photos’ permission and additional fees if requested.

Unless otherwise specifically provided elsewhere in this document, no Media licensed for commercial marketing use may be used for promotional or advertising purposes not directly related to property represented without the express permission of PDX Listing Photos and the payment of additional fees if requested. All rights to images expire when 1) the property represented is successfully sold, rented or leased, 2) the RMLS listing for which Media was created expires and is not renewed, 3) RMLS listing is assumed by, transferred to, or newly created by other Realtor/Broker, 4) for non-payment within specified time limit, or 5) after one (1) year from the date of Media delivery. If full payment has not been received within 10 days all rights are revoked at PDX Listing Photos’ 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 PDX Listing Photos with a notarized written statement that all images have been removed and destroyed.

The parties agree that any usage of any Media without the prior permission of PDX Listing Photos will be invoiced at three times PDX Listing Photos’ customary fee for such usage. Digital files may contain copyright and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the Media or the licenses to use them.

(3) Indemnification: Client will indemnify and defend PDX Listing Photos against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of any Media or arising out of use of or relating to any materials furnished by Client. Unless delivered to Client by PDX Listing Photos, no model or property release exists, and it is Client’s responsibility to obtain the necessary permissions for usages that require any model or property releases. It is Client’s sole responsibility to determine whether any model or property releases delivered by PDX Listing Photos are suitable for Client’s purposes. PDX Listing Photos’s liability for all claims shall not exceed in any event the total amount paid under this invoice.

(4) Assumption of Risk: Client assumes full risk of loss or damage to or arising from materials furnished by Client and warrants that said materials are adequately insured against such loss, damage, or liability.

(5) Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Client and inures to the benefit of PDX Listing Photos, as well as their respective principals, employees, agents, and affiliates, heirs, legal representatives, successors, and assigns. Client and its principals, employees, agents, and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. However, the invoice may reflect, and Client is bound by, Client’s oral authorizations for additional Media, fees and expenses that could not be confirmed in writing because of insufficient time or other practical considerations. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any state. PDX Listing Photos is an independent contractor and not an employee. If photographer is deemed under any law to be an employee of Client, and if the Media are therefore considered works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Media to PDX Listing Photos. Client agrees to execute any documents reasonably requested by PDX Listing Photos to accomplish, expedite or implement such transfer.

(6) Disputes: Except as provided in (9) below, any dispute regarding this agreement shall, at PDX Listing Photos’s sole discretion, either:

(7) be arbitrated in Portland, Oregon, under rules of the American Arbitration Association and the laws of the state of Oregon; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof.
OR
(2) be adjudicated in Portland, Oregon under the laws of the United States and/or of the State of Oregon

(8) In the event of a dispute, Client shall pay all court costs, PDX Listing Photos’ reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of PDX Listing Photos.

(9) Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by PDX Listing Photos under the Copyright Act of 1976, as amended, including subsidiary and related claims.

(10) Reshoots: Client will be charged 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance or the fault of a third party, PDX Listing Photos will charge no additional fee, and Client will pay all expenses. If Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.

(11) Assignment Cancellations and Postponements: Cancellations: Client is responsible for payment of all expenses incurred up to the time of cancellation of the assignment; however, if notice of cancellation is given less than four (4) hours before the shoot time, Client will be charged 100 percent fee. Postponements: Unless otherwise agreed in writing, Client will be charged a 100 percent fee if postponement of the assignment occurs after photographer has departed for location, and 50 percent fee if postponement occurs less than four (4) hours before shoot time but prior to departure to location. Fees for cancellations and postponements will apply irrespective of the reasons for them, specifically including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.