Terms

SUMMARY:
The summary is provided for your convenance only. Please read actual term provided after this section.

CLIENT CAN EXPECT THAT WE WILL:
o Do all that we can to maintain or exceed Client's satisfaction.
o Not charge Client if they need to reschedule or cancel (except if cancelation become habitual)
o Arrive on time and be professional.
o Perform requested service the fastest possible.
o Provide all Photos by the deadline with great quality (exposure, color, and perspective).

CLIENT IS EXPECTED TO:
o Provide accurate information at the time of order.
o Make Property "camera ready" before arrival or Property might be shot "as is"
o Be at the Property for input at the very beginning of the photoshoot or accept our judgment and experience.
o Know that We retain the copyright to any Photos delivered.
o Use Photos according to usage terms only (including using Photos to promote the Property listing only and stop using Photos if invoice is not paid in full, Property is not actively for sale, or Client is not representing the Property)
o Not to distribute the images to third party (third party is anyone who is not the Client).
o Pay all fees within 15 days and before using the images.
o Pay small mileage fee for a Property located beyond 50 miles radius.
o Cancel or reschedule at the earliest possible time if any conflicts arise.
o Pay cancelation and rescheduling fee only if Client cancelation and rescheduling become habitual (decision made at Photographers discretion).
o Know that pricing reflects the cost for a single dwelling in a residential household. For commercial or multi-unit properties, please contact us for a personalized quote.


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AGREEMENT
This Photography Service and Licensing Agreement (the "Agreement") is entered into effective at the time of order between Amir Aghareb LLC (the "Photographer") and the person or entity placing the order (the "Client"). By placing the order, Client agrees to all terms of this Agreement. All references to the Client in this Agreement shall include Client's parent companies, affiliates, and subsidiaries.

1. 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 all the properties in the address communicated ("Property Address") by the Client through the order, text messages, email, website form submission, or any other written form. The terms of this agreement also applies to any other photography subject matters requested by the Client including but not limited to portraits and headshots. 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.

2. USAGE RIGHTS:
a. Photographer, on the condition of full compliance with this Agreement, including receipt of the Fee (as defined in Section 6 below) in full, hereby grants to Client a non-exclusive, fully paid-up, and royalty-free right and license to use the Photographs, subject to the conditions and the terms mentioned in this Agreement. Any use before full payment of the Fee is considered infringement of the Photographer's copyright.
b. All Photos and rights relating to them, including copyright and ownership rights in the media in which the Photos are stored, remain the sole and exclusive property of the Photographer. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the sale of the Property. Photos used for any purpose not directly related to the sale of the Property or the promotion of the Client in relation to the property must be with the express permission of Photographer and the payment of additional fees, unless otherwise agreed to in writing.
c. 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 17 U.S.C 106. 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.
d. 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 this Agreement, or (2) at the termination of Client's representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer's permission and additional fees.
e. Photographer will reserves the right to use the Photo in any way for any purpose including portfolio, samples, self-promotions, entry in contests or exhibitions, editorial use, or for display anywhere.

3. CREATION: The manner and method of creating any Photographs is solely at the discretion of Photographer and the Client has no right to control Photographer's manner 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 (e.g., specific views) expressed in written form and if communicated before the photoshoot; and (b) submit all Photos to Client in publishable quality, on or before the applicable Delivery Deadline (see Section 5). Absent Clients input, Photographer will use his/her best judgment and experience to decide which angles will best highlight the Property.

4. PROPERTY READINESS: The Client is expected to have the Property "Camera Ready" prior to the beginning of the arrival window which includes cleaning, decluttering, and furniture staging. Client should have the property owner review our Camera-Ready Photoshoot checklist. If Photographer arrives at the appointment and the home is not Camera Ready, the Property will be shot "As Is".

5. DELIVERY & HOSTING:
a. 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 with five (5) 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.
b. 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 in RAW format. Photographer has no obligation to retain or archive any Photos delivered to Client.
c. Any virtual tour delivered included a one-year hosting(if required for the service) with the exception of Matterport 3D Tour & Floorplan which will be stored until sold, with a maximum of six months. Once the hosting time expires, the user is responsible for permanent media storage.
d. Delivery Deadline for services are one to three days depending on the scope of the project. The earliest deadline is next day of photoshoot at 11 PM.

6. FEES:
a. All fees reflect the cost for a single dwelling in a residential household. Commercial or multi-unit properties, please contact us for a personalized quote.
b. The Client is expected to have accurately entered or communicated all pertinent information at the time the order is placed. Fees at the time of order are estimated based on this information. Photographer reserve the right to update incorrect information and adjust the pricing of the order to accurately reflect the order (ex. The client enters that the property is 1,200 square feet but it is 2,400 square feet).
c. All fees and expenses payable under this agreement are required no later than ten (15) business days from the delivery of the Photos or the receipt of the invoice (whichever occurs first) and payable irrespective of whether Client makes actual use of the Photos. If full payment has not been received within thirty (45) days the invoice will be sent to collection services at Photographer's discretion. All images in the possession of Client must be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Photographer with written statement that all images have been removed and destroyed.

7. SERVICE AREA COVERAGE:
a. Photographer service these TN counties as long as the Property is located within the 55 miles of the Photographer's Center address defined below: Montgomery, Davidson, Robertson, Cheatham, Dickson, Houston, Stewart, and Williamson.
b. Photographer's Center address is currently set to 1960 Madison St, Clarksville, TN. This address might differ based on the chosen employee to perform the service.
c. There is NO travel fee for any property located within a 50-mile distance of the Photographer's Center address. For properties located beyond this distance, the Client will pay a small travel fee.

8. CANCELLATION & RESCHEDULING:
a. To ensure the safety of the Photographer, their employees, and contractors, the Client must secure all pets in a crate or a separate locked room (not used for documentation) for the entire duration of the photoshoot. If the Photographer arrives and no one is available to secure the pet, or if the owner was not willing to properly secure the pet, the photoshoot will need to be rescheduled.
b. If the Client cancels or reschedules this Agreement, no fees will apply. However, for habitual cancellations or rescheduling, a $50 fee will be charged, along with any incurred expenses (e.g., travel fees). The determination of whether cancellations or rescheduling are deemed habitual will be at the Photographer's discretion.
c. Photographer might cancel the scheduled photoshoot due to weather issues (i.e. Photographer is unable to fly the drone due to rain/wind, or heavy rain to capture exteriors). These photoshoots will be rescheduled after contacting the Client. Photographer at his/her own discretion will decide if the service could not be performed.


9. AUTHORIZATIONS: by placing an order for any services provided by the Photographer, Client warrants and represent that Client are authorized to enter into this Agreement with regard to the Property and Client certify that Client have obtained all appropriate and necessary releases, permissions, waivers, licenses and/or authorizations (hereinafter "Clearances") for the any rights in this Agreement including Usage Rights set forth in these terms and conditions, including but not limited Clearances from the owner of the Property and any other owners of intellectual property rights contained in, on, or around the Property and captured as part of the Photo, including the underlying architectural work. Client further warrant and represent that the Property owner and any occupants of the Property have waived any expectation of privacy rights in relation to the images captured and distributed in accordance with the grant of rights hereunder.

10. 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.

11. 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 design services to others, solicit other clients and otherwise advertise the services offered by Photographer.

12. 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.

13. INDEMNIFICATION: Client indemnify and hold Photographer, its officers, members, employees, contractors, licensees, sublicensees, agents, successors and assigns harmless from and against any and all liability, claims, injuries, damages, loss, expense, (including court costs and reasonable attorneys' fees) resulting from the performance of this Agreement, or any distribution or use of the Photo created hereunder resulting from Client's breach of any warranties, representations or certifications hereunder, or resulting from Client's negligent or intentional acts or omissions and/or those of Client's officers, agents, independent contractors, employees, family members, invitees, licensors, the Property owner, and/or guests.

14. 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 State of Tennessee (State). Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Clarksville, TN (County, State), 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.

15. LIMITATION OF LIABILITY: Photographer's aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, shall not exceed the amount of payment received for the Services.

16. 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.

17. 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.

18. SURVIVORSHIP: This Agreement survives the individuals who signed it and applies to their successors and executors

19. By placing an order for any services provided by the Photographer, Client and Photographer have caused this Photographer Licensing Agreement to be duly executed as of the dates order is placed, subject to the conditions and the terms mentioned in this Agreement.

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