TERMS & CONDITIONS
This Licensing Agreement (the “Agreement”) is entered into as of the date that services are
rendered by Ken Schallenberg Photography (KSP) to the person(s) or company(ies) for whom
the services are rendered (the “Client”). “Client” shall include Client’s parent companies,
assigns, successors, heirs, affiliates, and subsidiaries.
Scope of this Agreement. This AGREEMENT applies to any photograph, graphics, 3D renderings,
videos, motion graphics, audio recordings, or digital images, otherwise known as Digital Product
(“DIGITAL PRODUCT”), created or taken by KSP and delivered to the Client. This Agreement
governs the relationship between the parties, and the terms of this Agreement may only be
modified by express written agreement between the parties.
Rights. All photos, videos and graphics and rights relating thereto, including, but not limited to,
copyright and ownership rights relating to the media upon which the Digital Product is stored,
remain the sole and exclusive property of KSP. This license provides the Client with the limited
right to reproduce, publicly display, and distribute the Digital Product only for promotional or
advertising purposes directly related to the sale of the property that is the subject matter of the
Digital Product (the “Subject Property”). Digital Product used for any purpose not directly
related to the sale of the Subject Property is only allowed upon the express permission of KSP
and payment of additional fees, unless otherwise agreed to in writing.
Digital Product may be uploaded to any MLS listing service solely for promotion of the Subject
Property during the term 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(s), 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 KSP 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 KSP for any penalties and
awards available under the statute and/or any other applicable laws. Client is responsible for
ensuring that the Digital Product is removed from MLS databases upon the expiration of this
Term. Unless otherwise specifically provided elsewhere in this document or in a subsequent
signed agreement between the parties, the term of this Agreement, and any grant of rights
provided to Client hereunder, shall terminate effectively and entirely upon the first to occur of
the following: two (2) years from the date of this Agreement, or upon the termination of
Client’s representation of the Subject Property. Any use of images beyond the scope as set
forth herein shall require KSP’s written permission, and shall require additional fees from Client.
Rights are assigned to the Client immediately upon delivery of the Photos.
Relationship of the Parties. The parties agree that KSP is an independent contractor, and that
neither KSP nor KSP employees, agents, representatives 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. KSP and the
Digital Product, or any other deliverables prepared by KSP, shall not be deemed as work for hire
as defined under Copyright Law. All rights granted to Client are contractual in nature and are
expressly defined by this Agreement.
Production. The manner and method of creating/producing any Digital Product is solely at the
discretion of KSP, and the Client has no right to control KSP’s manner and method of
performance under this Agreement. KSP intends to apply its best efforts to: (a) ensure that the
Digital Product conforms to Client’s specifications; and (b) submit all Digital Product to Client in
adequate quality, in a timely manner.
Delivery. KSP may select delivery of Digital Product in a standard format, at a resolution that
KSP determines will be suitable for the Digital Product as licensed. It is the Client's
responsibility to verify that the Digital Product is suitable for reproduction, and, if the Digital
Product is not deemed suitable, to notify KSP within five (5) business days, providing a detailed
description as to why the Digital Product is deemed not suitable. KSP’s sole obligation will be to
replace the Digital Product at a suitable resolution and in a like format, but in no event will KSP
be liable for poor reproduction quality, delays, or consequential damages.
Unless otherwise specifically provided, KSP is not responsible to provide images larger than
8”x10” at 300 dpi, or in a format higher than 8- bit or in RAW format. KSP has no obligation to
retain or archive any Digital Product delivered to Client.
Fees. All fees and expenses payable under this Agreement are required no later than thirty (30)
calendar days from the delivery of the Digital Product, and all fees and expenses shall be
payable regardless of whether Client makes actual use of the Digital Product. If full payment
has not been received within thirty (30) days, all rights shall be revoked at KSP’s discretion.
Client may regain the rights hereunder upon full payment of all fees and expenses, which
includes the original price of the photography shoot plus forty dollars ($40.00) per month as a
late penalty, which shall continue to accrue until all fees and expenses are paid in full. In the
event that rights hereunder are revoked, all Digital Product in the possession of Client shall be
removed from all forms of media and permanently destroyed within ten (10) days. Client shall
provide KSP with written statement that all images have been removed and destroyed. KSP
reserves the right to seek legal action to recover the costs of any and all services provided, as
well as any legal fees associated with the collection of payment.
All Fees are subject to change.
Cancellation. This Agreement does not create an exclusive relationship between the parties.
Client is free to engage with others to perform services of the same or similar nature to those
provided by KSP, and KSP shall be entitled to offer and provide its services to others, to solicit
other clients, and to otherwise advertise its services offered.
Transfer/Assignment. Client may not assign or transfer this agreement, or any rights granted
hereunder, to any other party whatsoever. No amendment or waiver of any terms is binding
unless set forth expressly in a writing signed by the parties, provided, however, that the
invoice(s) submitted to Client may reflect, and Client is bound by, authorizations that could not
be confirmed in writing because of insufficient time or other practical considerations.
Indemnification. Client will indemnify and defend KSP against any and all claims, liability,
damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the
creation, production and/or any use of the Digital Product. It is not KSP’s duty or responsibility
to obtain any releases, waivers, authorizations and/or other agreements involving third parties
related to, or in any way arising out of, the Subject Property.
Waiver. The failure of either Party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver thereof or deprive that Party of
the right thereafter to insist upon strict adherence to that term or any other term of this
Authority. Each individual executing this Agreement on behalf of an entity hereby represents
that he/she is authorized to execute this Agreement on behalf of the party for which he/she
signs and that he/she is authorized to bind such party to the terms slated herein.
Choice of Law. This Agreement shall be governed by and construed in accordance with the
laws of the Louisiana, without regard to its conflicts of laws rules.
Survival of Covenants. The representations, covenants and agreements contained in this
Agreement shall survive and continue beyond the date hereof.
Modification. This Agreement may not be amended, modified or altered orally and may be
amended, modified or altered only by a writing signed by each and all of the Parties hereto.
a. The language of all parts in this Agreement shall be construed as a whole,
according to its fair meaning, and not strictly for or against any Party.
b. Should any provision in this Agreement be declared or determined to be
illegal or invalid, the validity of the remaining parts, terms, or provisions
shall not be affected thereby, and the illegal or invalid part, term, or
provision shall be deemed not to be part of this Agreement, and all
remaining provisions shall remain valid and enforceable.
c. This Agreement sets forth the entire agreement between the Parties and
fully supersedes any and all prior agreements and understandings
between the Parties pertaining to the subject matter of this Agreement,
and may not be clarified, modified, changed, supplemented or amended
except in writing signed by the Party against whom the clarification,
modification, change, supplement, or amendment is being offered or
d. The headings used herein are for reference only and shall not affect the
construction of this Agreement.