1. PARTIES

The person or entity requesting photography services under these Terms and Conditions is the “Client.”
The person or entity providing photography services is the “Photographer.”

2. SCOPE

These Terms and Conditions apply to all photographs, graphics, digital assets, videos, and digital images created or taken by the Photographer and delivered or produced for the Client (collectively, “Photos”) in connection with any subject property or properties (“Property”).

These Terms and Conditions govern the relationship between the Client and the Photographer.

3. OWNERSHIP OF PHOTOS

All Photos and all rights relating to them—including, without limitation, copyright and ownership rights in the media in which the Photos are stored—remain the sole and exclusive property of the Photographer.

4. LICENSE GRANT & USE OF PHOTOS

4.1 License to Client
The Photographer grants the Client a limited, non-exclusive, non-transferable license to:

  • Reproduce, publicly display, and distribute the Photos

  • Solely for promotional or advertising purposes directly related to the sale or lease of the specific Property depicted in the Photos (“Subject Property”).

4.2 Restrictions on Use
Any use of the Photos for purposes not directly related to the sale or lease of the Subject Property (for example, use in corporate branding, general marketing, resale, or use for other properties) requires:

  • The Photographer’s prior express written permission; and

  • Payment of additional fees as determined by the Photographer, unless otherwise agreed in writing.

4.3 MLS Use

  • The Client may upload Photos to any multiple listing service (MLS) solely to promote the Subject Property during the term of this Agreement.

  • Regardless of any MLS terms or policies, this Agreement does not grant the Client the right to transfer copyright or any other exclusive rights under 17 U.S.C. § 106.

4.4 Copyright Management Information (CMI)

  • Photos may include copyright notices (©) and/or other copyright/ownership information, including metadata embedded by the Photographer.

  • The Client may not remove, alter, or obscure any such copyright management information. Doing so constitutes a violation of the Digital Millennium Copyright Act (DMCA), and the Client will be responsible for all penalties and damages available under applicable law.

4.5 Client’s Responsibility for MLS Removal
The Client is responsible for ensuring that the Photos are removed from MLS databases upon the expiration of this Agreement or the applicable license period.

4.6 Revocation of License
If the Client fails to comply with these Terms, the Photographer may revoke the license at the Photographer’s discretion. Upon revocation:

  • The Client must cease using the Photos immediately; and

  • The Client must actively remove the Photos from all platforms and materials under the license as provided in Section 22 (“Amendment of Terms; Termination”).

4.7 Right to Sublicense to MLS for Comparable Data
The Photographer grants the Client a limited right to sublicense the Photos (the “Licensed Content”) to one or more MLSs for use in comparable databases, provided that:

  • The Client is a member of each such MLS; and

  • Any such sublicenses are not further sublicensable.

4.8 Use After Representation Agreement Ends
Licensed Content used by the Client prior to the expiration of a representation agreement between the Client and a third party (such as a property owner) may continue to be used after that agreement ends, solely for:

  • Marketing the Client or the agent who represented the Subject Property, including showing past properties listed/sold by the Client or that agent.

4.9 Continued Use in Existing Materials
Licensed Content incorporated into a specific product or end use (for example, a printed brochure or a social media post) prior to the end of the license term may continue to be used in perpetuity, but only within that specific product or end use.

4.10 Reservation of Rights
All rights not expressly granted in this Agreement are reserved by the Photographer.
The Photographer remains the sole and exclusive owner of the copyright and all other rights in and to the Licensed Content.
No additional rights or uses are permitted without the Photographer’s prior written consent.

5. LICENSING PERIOD (GENERAL)

Unless otherwise agreed in writing:

  • The license granted to the Client for the Photos is limited to the earlier of:

    1. One (1) year from the date of this Agreement; or

    2. The termination of the Client’s representation of the Property.

Use of the Photos beyond this period requires:

  • The Photographer’s written permission; and

  • Payment of additional fees.

Rights under this license are granted to the Client upon delivery of the Photos.

If the Client wishes to use the Photos (including photos and videos) beyond the licensing period, the Client may request to purchase exclusive rights. Any sale of exclusive rights is subject to the Photographer’s consent and agreement on additional fees.

6. LICENSING PERIOD FOR MATTERPORT VIRTUAL TOURS

For Matterport virtual tours:

  • The license is tied to the cloud-hosting subscription period selected by the Client:

    • 1 month, 3 months, 6 months, or 1 year.

  • Before the subscription period ends, the Client will be notified by email that the subscription is expiring and may:

    • Renew for an additional fee; or

    • Allow the subscription to expire, in which case the tour will be archived.

  • If the Client does not respond to the expiration notice, the virtual tour will automatically be archived.

  • Archived tours may be reactivated at the Client’s request for an additional fee.

7. RELATIONSHIP OF THE PARTIES

  • The Photographer is an independent contractor.

  • Neither the Photographer nor the Photographer’s employees or contractors are employees of the Client.

  • No agency, partnership, joint venture, or employer–employee relationship is intended or created.

  • Neither party has authority to bind the other except as expressly stated in these Terms.

  • The Photos and any other deliverables are not “works made for hire” under copyright law.

  • All rights granted to the Client are purely contractual and limited to what is set forth in this Agreement.

8. CREATION OF PHOTOS

  • The manner and method of creating the Photos are at the Photographer’s sole discretion.

  • The Client has no right to control how the Photographer performs the services, aside from providing general specifications.

  • The Photographer will use best efforts to:

    • (a) Ensure the Photos reasonably conform to the Client’s specifications; and

    • (b) Deliver Photos in publishable quality on or before agreed deadlines.

9. STANDARD RATES & SERVICES

Current rates and services are published at:
https://www.nathanpatrickmedia.com/

Rates and services are subject to change without notice.

10. DISCOUNTS & PROMOTIONAL PRICING

  • The Photographer may offer discounts or promotional pricing at the Photographer’s discretion.

  • Any discount or promotional pricing must be presented by the Client at the time of submitting a formal request for services.

11. WEEKEND, TWILIGHT & HOLIDAY RATES

  • Shoots scheduled on weekends, during twilight hours, or on holidays will incur an additional premium fee.

12. REQUESTS FOR SERVICES

The Client (or the Client’s agents or employees) may request services by:

  • Online web form

  • Email

  • Text message

  • Telephone

13. CLIENT’S AUTHORITY

By requesting services, the Client represents and warrants that the Client has full authority to request such services and to bind any relevant property owner or entity, as applicable.

14. ACCESS TO PROPERTY

Once a shoot time and date are confirmed:

  • The Client is responsible for ensuring timely and sufficient access to the Property.

  • If the Photographer cannot complete the shoot due to lack of access, this does not entitle the Client to a refund, and all fees for the requested services remain due.

15. DEFINITION OF A “SHOOT” & ACCESS FAILURE

  • A “shoot” is a confirmed appointment with guaranteed access to the Subject Property.

  • The Client or the Client’s agent is responsible for being present and/or otherwise guaranteeing access.

  • If the Photographer cannot gain access or perform the shoot as scheduled due to the Client’s or Client’s agent’s failure, the Client will be charged a non-access penalty equal to 100% of the standard rates for the requested services.

16. CANCELLATION POLICY

  • If the Client cancels a confirmed shoot less than 24 hours before the scheduled time:

    • The Client will pay all expenses incurred plus a 100% cancellation fee (full cost of requested services).

  • If the Client cancels a confirmed shoot more than 24 hours before the scheduled time:

    • No cancellation fee will be charged (0% of the requested service rates).

  • Weather:

    • The Photographer does not control weather conditions. Shoots will not be cancelled due to weather unless mutually agreed by the Photographer and the Client.

17. RE-SHOOTS

  • If a shoot is cancelled or must be rescheduled, the new date/time is subject to the Photographer’s availability.

  • The Photographer reserves the right to charge for any re-shoot as a new shoot, as well as for any additional requested services.

18. DELIVERY OF MEDIA

  • The Photographer will deliver Photos in JPEG, TIFF, PNG, or other standard formats at a resolution the Photographer deems appropriate for the licensed use.

  • The Client is responsible for promptly verifying the suitability and quality of the Photos for their intended use.

  • If the Photos are not suitable, the Client must notify the Photographer within five (5) business days of delivery.

  • The Photographer’s sole obligation in such case is to replace the Photos at a suitable resolution. The Photographer is not liable for:

    • Poor reproduction quality

    • Delays

    • Any consequential or indirect damages

Unless otherwise agreed in writing, the Photographer is not obligated to:

  • Provide images larger than 8" x 10" at 300 dpi;

  • Provide images in higher than 8-bit format;

  • Provide RAW files.

The Photographer has no obligation to retain or archive Photos after delivery to the Client.

19. FEES, BILLING & INVOICES

  • All fees for the shoot are due no later than the day of the shoot, unless otherwise agreed in writing.

  • All fees are considered earned and due upon the Photographer’s arrival at the shoot, not upon completion.

  • Fees are not subject to reduction or refund based on:

    • The Client’s decision to use or not use the delivered media; or

    • The Client’s subjective opinion of quality, provided the Photographer has delivered in accordance with these Terms.

20. CONFIDENTIALITY

The Client agrees not to disclose:

  • The terms of this Agreement, including rates, discounts, and any negotiated pricing, except as required by law or with the Photographer’s written consent.

21. DEFAULT & UNAUTHORIZED USE

21.1 Unauthorized Use
The Client may use media provided by the Photographer only as expressly authorized by this Agreement.

21.2 Default & Liquidated Damages
If the Client:

  • Uses Photos beyond the scope of the license; or

  • Fails to pay any invoice when due; or

  • Otherwise violates these Terms,

then:

  • The Client is in default; and

  • The Client shall be liable to the Photographer for liquidated damages equal to four (4) times the original cost of the services.

Upon default:

  • Any discounts previously applied are void; and

  • The full, undiscounted invoice amount becomes immediately due.

21.3 Nonpayment Over 30 Days
If any defaulted invoice remains unpaid more than thirty (30) days from the invoice date:

  • The Photographer may initiate legal action or other lawful recovery methods.

  • Upon filing a claim, the Client shall be liable for an amount equal to four (4) times the original, undiscounted cost of the services, in addition to any other remedies allowed by law.

The Client acknowledges that the Photographer may take lawful action to enforce payment of any unpaid invoices.

22. AMENDMENT OF TERMS; TERMINATION

22.1 Amendment of Terms

  • The Photographer may change these Terms at any time.

  • Material changes will be posted on the Photographer’s website with an updated effective date.

  • The Client is encouraged to review the Terms periodically for updates.

22.2 Term & Termination by Client

  • This Agreement remains in effect until terminated as provided herein.

  • The Client may terminate this Agreement at any time for convenience (subject to any fees already incurred and outstanding obligations).

22.3 Termination by Photographer
The Photographer may, at any time and without prior notice:

  • Terminate this Agreement;

  • Suspend or terminate any services or access to the Photographer’s site;

  • Terminate the Client’s account and delete stored content,

for any reason, including (without limitation):

  • The Client’s failure to comply with these Terms; or

  • A requirement by a regulatory or legal authority; or

  • No cause at all, in the Photographer’s sole discretion.

22.4 Effect of Termination
Upon termination or suspension:

  • All rights and licenses granted by the Photographer to the Client immediately terminate.

  • All rights and licenses granted by the Client to the Photographer (for example, any rights to use testimonials, portfolio use, etc., if applicable) survive such termination or suspension.

Upon termination or revocation, the Client must:

  • Immediately cease all new uses of the Photos; and

  • Remove or disable access to Photos from active marketing materials and online platforms, except as expressly permitted in Section 4.8–4.9.

23. ADDITIONAL SERVICES

Any additional services not expressly covered by this Agreement must be:

  • Requested and approved in writing; and

  • Agreed to by both the Client and the Photographer.

24. TRANSFERS & ASSIGNMENT

  • The Client may not assign or transfer any rights granted under this Agreement to any third party without the Photographer’s prior written consent.

  • No amendment or waiver of any term is binding unless in writing and signed (physically or electronically) by both parties.

  • The Photographer’s invoices may reflect authorizations given verbally or electronically when there was insufficient time or practicality to obtain a written confirmation; the Client remains bound by such authorizations.

25. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless the Photographer from and against all claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of:

  • The Client’s use of the Photos;

  • Any materials or instructions furnished by the Client;

  • Any physical damage or injury occurring at the Property in connection with the Photographer’s services, to the extent caused or contributed to by the Client’s acts or omissions;

  • The Client’s failure to obtain or maintain any required model or property releases;

  • Any requested modification of Photos that results in a misleading representation of the Property’s condition, size, or features.

The Client bears full responsibility for any such misrepresentation and agrees to hold the Photographer harmless from any resulting claim or liability.

26. GOVERNING LAW; DISPUTE RESOLUTION

  • This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, written or oral.

  • This Agreement is governed by, interpreted, and enforced in accordance with the laws of the State of New York.

  • Any lawsuit or legal proceeding arising out of or relating to this Agreement may be brought only in courts located in New York County, New York, and both parties consent to the personal jurisdiction of such courts.

If the parties cannot resolve a dispute through negotiation:

  • Either party may initiate mediation and/or binding arbitration in a mutually agreed-upon forum.

In any litigation or arbitration arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

27. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal, or unenforceable:

  • That provision will be revised only to the extent necessary to make it enforceable; and

  • The remaining provisions will remain in full force and effect.

28. WAIVER

No action or inaction by either party, except an express written waiver, shall be construed as a waiver of any provision of this Agreement.

A single or partial exercise of any right or remedy does not prevent the further exercise of that or any other right or remedy.

29. ACCEPTANCE

The Client’s:

  • Use of the Photographer’s website,

  • Submission of a service request,

  • Use of any media provided by the Photographer, or

  • Payment of any invoice

constitutes the Client’s full acceptance of and agreement to be bound by all of the above Terms and Conditions.