Terms

TERMS AND CONDITIONS/RELEASE OF LIABILITY

This Licensing Agreement (the “Agreement”) is effective immediately between TruLens LLC d/b/a Denver Lens (the “Service Provider”), and the customer (“Customer”). All references to the Customer in this Agreement shall include Customer’s parent companies, affiliates, and subsidiaries. This Agreement is in effect for all current and future bookings unless specified otherwise.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND SERVICE PROVIDER CAN BE BROUGHT. THESE PROVISIONS REQUIRE THAT YOU SUBMIT YOUR CLAIMS AGAINST SERVICE PROVIDER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Scope of this Agreement. This Agreement applies to any and all photographs, graphics, digital assets, or digital images created or taken by Service Provider and delivered to the Customer (collectively known as “Deliverables”). This Agreement governs the relationship between the parties to this Agreement. This Agreement is the parties’ entire agreement regarding the Deliverables and supersedes all prior or contemporaneous understandings. No modification, amendment, waiver, or supplement is effective unless in a writing signed by both parties

2. Ownership Rights of Deliverables and Limited Licensing Rights of Customer. All Deliverables and rights relating to them, including copyright and ownership rights in the media in which the Deliverables are stored, remain the sole and exclusive property of Service Provider. As between the parties, copyright in the Deliverables vests initially in the author/photographer and remains with Service Provider unless expressly transferred in a signed writing. 17 USCS § 201 The parties expressly agree the Deliverables are not “works made for hire,” and nothing in this Agreement transfers ownership of copyright. However, subject to Customer’s timely payment of all amounts due, Service Provider grants Customer a perpetual, worldwide, non-exclusive, royalty-free license to exercise the copyright rights necessary to use the Deliverables, including the rights to reproduce, distribute, publicly display, and prepare derivative works (including edits/cropping/resizing and other modifications) for any purpose and in any media now known or later developed. This includes, but is not limited to, promotional, commercial, editorial, and resale uses, across all media and formats whether now known or hereafter devised. Customer is not required to obtain additional permissions or pay additional fees for any such use. The Customer may sublicense or transfer these usage rights to third parties at their discretion. The images issued under this agreement may be transferred to subsequent listing agents, property owners, third-party marketers, media outlets, or any other interested parties, regardless of whether the property has sold or the exclusive listing agreement has expired.

3. Permitted Transfers and Downstream Use.
Any transfer or sublicensing of Deliverables by Customer is limited solely to: (a) multiple listing services (MLS); (b) property owners of the subject property; (c) successor listing agents for the same property; and (d) third-party marketing vendors acting on Customer’s behalf for marketing of the subject property only. No other resale, redistribution, stock usage, platform licensing, or unrelated commercial exploitation is permitted without Service Provider’s prior written consent. Except for the license expressly granted above, no other rights are granted by implication, waiver, estoppel, or otherwise; all rights not expressly granted remain reserved to Service Provider.

4. Attribution / Credit (Optional). Unless the invoice or a written statement of work requires otherwise, no photographer credit is required. If the parties agree to an attribution requirement for any use, that requirement must be stated in writing (e.g., “© [Year] TruLens LLC / Denver Lens” adjacent to the image or in a credit line), consistent with commercial photography licensing practice where attribution restrictions can be negotiated.

5. Proprietary Technology and Processes. Customer acknowledges that TruLens LLC d/b/a Denver Lens (“Service Provider”) utilizes proprietary systems, workflows, processes, software tools, capture methodologies, editing techniques, metadata structures, delivery platforms, automation tools, and quality-control protocols in connection with the creation and delivery of the Deliverables (collectively, “Proprietary Systems”). All right, title, and interest in and to the Proprietary Systems shall remain the sole and exclusive property of Service Provider. Nothing in this Agreement grants Customer any license, right, or interest in the Proprietary Systems, whether by implication, estoppel, or otherwise.

6. Service Provider Portfolio Use. Service Provider retains the right to use the Deliverables for its own portfolio, marketing, promotional, demonstration, training, and internal development purposes, unless Customer expressly requests confidentiality in writing prior to the shoot.

7. Commercial Property Content; Intellectual Property; Authority; Retained Rights. Customer represents and warrants that Customer has full authority to grant Service Provider access to the property and to authorize the capture of the Deliverables, including areas that may contain architectural works, interior design features, tenant improvements, fixtures, signage, artwork, branding, trade dress, or other visual content located at the property. Further, Customer acknowledges that the Deliverables may incidentally depict architectural works (as defined under applicable copyright law), design elements, artwork, trademarks, trade dress, signage, or other intellectual property owned by third parties. Customer represents that photography and visual capture of such content is permitted for the intended marketing purposes of the property and agrees that Service Provider is not responsible for determining intellectual property ownership or usage permissions relating to the property or its contents.
Customer shall indemnify, defend, and hold harmless Service Provider and its employees, contractors, and affiliates from and against any and all claims, demands, damages, liabilities, losses, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s lack of authority to grant access to or photograph the property; (ii) alleged infringement or violation of rights arising from the depiction of architectural features, interior design, artwork, tenant property, signage, branding, or other visual elements at the property; or (iii) Customer’s breach of the representations in this section.

8. Service Provider Retained Usage Rights. Notwithstanding any license granted to Customer, Service Provider retains all right, title, and interest in and to the Deliverables and may use, reproduce, modify, adapt, archive, analyze, display, distribute, license, and sublicense the Deliverables, in whole or in part, in any media now known or later developed, for any lawful business purpose, including portfolio display, marketing, industry publications, internal operations, quality assurance, research, analytics, and the development, testing, and improvement of Service Provider’s services, systems, processes, and technologies.

Deliverables may be incorporated into aggregated, curated, de-identified, or anonymized collections of visual materials. Service Provider employs commercially reasonable measures intended to reduce the likelihood that individuals are identifiable; however, no de-identification process can guarantee removal of all identifying elements. Service Provider does not knowingly license Deliverables in a manner intended to identify specific individuals or disclose sensitive personal information.

9. Public Marketing Exposure; No Confidentiality. Customer acknowledges that Deliverables created for commercial property marketing may be publicly distributed through listing services, marketing platforms, media outlets, and other commercial channels and therefore may not be private in a legal sense. Service Provider's retained uses under this Agreement are consistent with such public marketing exposure. No Confidentiality Unless Agreed. Unless the parties sign a separate written confidentiality agreement before the shoot, Deliverables are not confidential.

10. Relationship of the Parties. The parties agree that Service Provider is an independent contractor, and that neither Service Provider, nor Service Provider employees or independent contractors are, or shall be deemed to be, employees of Customer. 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. Service Provider and the Deliverables or any other deliverables prepared by Service Provider shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Customer are contractual in nature and are expressly defined by this Agreement.

11. Customer Representations and Authority. Customer represents and warrants that it has obtained all necessary permissions, consents, and authorizations required to permit photography, videography, aerial imaging, and related services at the subject property, including consent from property owners, occupants, tenants, homeowners’ associations, and any other parties with legal or possessory interests. Service Provider shall have no obligation to verify such permissions and shall not be liable for claims arising from Customer’s failure to obtain them.

12. Creation. The manner and method of creating any Deliverables is solely at the discretion of Service Provider and the Customer has no right to control Service Provider manner and method of performance under this Agreement. Service Provider employees or contract personnel will: (a) ensure that the Deliverables conform to Customer’s specifications; and (b) submit all Deliverables to Customer in publishable quality.

13. Aerial Imaging and Regulatory Compliance. To the extent Deliverables include aerial or drone-based imagery, Customer acknowledges that such services are subject to weather conditions, airspace restrictions, safety considerations, and applicable federal, state, and local regulations. Customer represents that the subject property is not located within restricted or prohibited airspace and agrees to indemnify and hold harmless Service Provider from any claims, penalties, or enforcement actions arising from inaccurate representations or regulatory restrictions beyond Service Provider’s control.

14. Delivery. Service. Provider may select delivery of Deliverables in JPEG, TIFF, PNG, or other standard format, at a resolution that Service Provider determines will be suitable for the Deliverables as licensed. It is the Customer’s responsibility to verify that the Deliverables are suitable for reproduction and that if the Deliverables are not deemed suitable, to notify Service Provider within five (10) business days. Service Provider sole obligation will be to replace the Deliverables at a suitable resolution but in no event will Service Provider be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided, Service Provider 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. Service Provider has no obligation to retain or archive any Deliverables delivered to Customer after 90 days.

15. Fees. All fees and expenses payable under this agreement are required no later than thirty (30) business days from the delivery of the Deliverables and payable irrespective of whether the Customer makes actual use of the Deliverables. If full payment has not been received within thirty (30) days, all rights are revoked at Service Provider discretion. Any amounts that are not paid when due shall bear interest at the rate of 15% per annum or the maximum rate allowed by law until such past due amounts are paid in full.

16. Effect of Nonpayment; Conditional License / Revocation. The license granted above is conditioned on Customer’s payment obligations. If Customer fails to pay amounts due within the time stated in this Agreement, Service Provider may revoke the license as provided herein, after which Customer must cease use and remove the Deliverables from all media within the stated timeframe. In the event Service Provider revokes Customer’ rights under the Agreement, all images in the possession of Customer must be removed from all forms of media and permanently destroyed within ten (10) days. Customer shall provide Service Provider with a written statement that all images have been removed and destroyed.

17. Unauthorized Use; Liquidated Damages. Customer acknowledges that unauthorized use of the Deliverables following license revocation, nonpayment, or use beyond the scope expressly permitted under this Agreement would cause Service Provider harm that is difficult to ascertain with precision, including loss of licensing value, loss of control over intellectual property, and downstream propagation of the Deliverables. Accordingly, for each Deliverable used without authorization after license revocation or outside the permitted scope, Customer agrees to pay liquidated damages in the amount of three (3) times the fees paid or payable for the applicable Deliverables, as a reasonable pre-estimate of Service Provider’s damages and not as a penalty, in addition to any unpaid amounts. This remedy is cumulative and does not limit Service Provider’s right to seek injunctive relief or recovery of attorneys’ fees and costs as otherwise permitted under this Agreement or applicable law.

18. Rescheduling. If the Customer reschedules within 24 hours of the scheduled property shoot, a $49.99 rescheduling fee will apply.

19. Cancellation. If the Customer cancels within 24 hours of property shoot, or the house is deemed unsafe and/or unworthy to shoot by Service Provider employees or contract personnel, Customer will be responsible for a $79.99 cancellation fee.

20. Additional Imagery. Customer may request up to 10 additional photos—or an equivalent value in another form of imagery—within 14 calendar days following the original property shoot, at a discounted rate of $89.99 plus any applicable Travel Fee. Subject to Service Provider availability and must be scheduled accordingly. Availability is not guaranteed.

21. Indemnification. Customer shall indemnify, defend, and hold harmless Service Provider and its members, managers, employees, contractors, photographers, agents, and affiliates from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use, publication, or distribution of the Deliverables; (b) failure to obtain required consents or releases; (c) property conditions or access issues; (d) Customer’s breach of this Agreement; or (e) third-party claims arising from Customer’s downstream use of the Deliverables.

22. Limitation of Liability. To the maximum extent permitted by law, Service Provider’s total cumulative liability arising out of or relating to this Agreement or the Deliverables shall not exceed the fees actually paid by Customer for the specific services giving rise to the claim. In no event shall Service Provider be liable for indirect, incidental, consequential, special, punitive, or lost-profit damages, even if advised of the possibility of such damages.

23. Force Majeure and Access Issues. Service Provider shall not be deemed in breach for delays or inability to perform resulting from events beyond its reasonable control, including weather, unsafe conditions, denial of access, regulatory restrictions, equipment failure, or acts of third parties. In such cases, Service Provider’s obligation shall be limited to rescheduling or refunding prepaid fees for the affected services, at Service Provider’s discretion.

24. No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Customer is free to engage others to perform services of the same or similar nature to those provided by Service Provider, and Service Provider shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Service Provider.

25. Transfer and Assignment. Customer 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 Customer is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

26. Notices. All notices under this Agreement shall be in writing and shall be deemed given when: a) delivered personally; (b) sent by a nationally recognized overnight courier; or (c) sent by email to the email address provided by the receiving party in connection with the booking or set forth in this Agreement. Notices to Customer may be sent to the email address used to place the order or receive the Deliverables. Notices to Service Provider shall be sent to the email address listed on the applicable invoice or Service Provider’s website. Notice by email shall be deemed effective upon transmission, provided no bounce-back or delivery failure notice is received.
27. Electronic Records and Acceptance. Customer agrees that electronic records, invoices, delivery confirmations, and email communications constitute valid writings and notices for purposes of this Agreement.

28. General Law. 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 Colorado.

29. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules or a privately selected arbitrator. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration must be initiated and maintained in Jefferson County, Colorado, and must be completed within 120 days of the event giving rise to the arbitration. Each party shall be responsible for their own attorney’s fees in the event of a controversy or claim arising out of or relating to this contract, or the breach thereof.

30. Arbitration Exceptions. Notwithstanding the foregoing, Service Provider may seek temporary or permanent injunctive relief, or pursue claims relating to intellectual property rights, unauthorized use, or non-payment, in any court of competent jurisdiction without waiving the right to arbitration for other disputes.

31. Attorneys’ Fees. In any action or proceeding arising out of or relating to this Agreement, including arbitration or injunctive relief proceedings, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs pursuant to A.R.S. § 12-341.01.

32. 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.

33. 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.


RELEASE OF LIABILITY

SERVICE PROVIDER PHOTOGRAPHERS ARE INDEPENDENT CONTRACTORS AND SERVICE PROVIDER HAS NO CONTROL OVER THE CONDUCT OF PHOTOGRAPHERS, SUBJECTS, OR ANY OTHER USERS OF THE SITE OR PHOTOGRAPHY SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

I _(Customer)_______________ hereby expressly waive and release any and all claims, now known or hereafter known, against Service Provider and its independent contractors, employees, agents, affiliates, successors, and assigns (collectively, "Releasees") on account of personal or psychological injury, illness, pain, suffering, temporary or permanent disability, death, property damage, or financial loss arising out of or attributable to my being on the Premises or participating in the Activity, whether arising out of the ordinary negligence of Service Provider or any Releasees or otherwise. I covenant not to make or bring any such claim against Service Provider or any other Releasee, and forever release and discharge the Service Provider and all other Releasees from liability under such claims.

BY AGREEING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS RELEASE AND THAT I AM VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY.

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