Hamptons Production House LLC

Real Estate Digital Asset Licensing Agreement

Photography · Videography · Digital Media Production

Effective the date of its electronic acceptance · Governing law: State of New York, Suffolk County

This Licensing Agreement (the "Agreement") is entered into effective the date of its electronic acceptance between Hamptons Production House LLC (the photographer/videographer/producer/digital rights holder, "HPH") and __________________________________ (the "Client"). 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 project or specific property (the "Property") where photographs, videos, graphics, digital assets, or digital images created, produced or taken by HPH and delivered to the Client (collectively known as the "Digital Assets"). 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. Rights

All Digital Assets and rights relating to them, including copyright and ownership rights in the media in which the Digital Assets are stored, remain the sole and exclusive property of HPH. This license provides the Client with the limited right to use, publicly display, and distribute the Digital Assets only for promotional or advertising purposes directly related to a specifically defined project and/or the sale of the Property. Digital Assets used for any purpose not directly related to the project or promotion/sale of the Property must be with the express permission of HPH and the payment of additional fees, unless otherwise agreed to in writing.

a. Digital Assets 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. Digital Assets may contain copyright management information (CMI) at the discretion of HPH 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 HPH for any penalties and awards available under the statute. Client is responsible for ensuring that the Digital Assets are removed from MLS databases at the expiration of this Agreement.

3. Restrictions on Use

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 two years from the date of this Agreement, or at the termination of Client's representation of the Property, whichever occurs first. Further use of images beyond two years requires HPH's permission and additional fees. Furthermore Client will not use the Digital Assets for any of the following purposes: (A) No Unlawful Use; (B) No Products for Resale — Client will not use the Digital Assets in any goods or products where the Photos are the primary value; (C) No Alterations — Client will not alter the Digital Assets without the prior written permission of HPH; (D) No Sublicenses — Client will not sublicense the Photos without the prior written permission of HPH, at which point HPH must agree in writing and in advance to the fee structure for the sublicensing. Rights are assigned to the Client immediately upon delivery of the Digital Assets.

4. AI-Assisted Enhancement Disclosure

Some images and video produced by HPH may incorporate AI-assisted post-production — including, without limitation, relighting, color and sky enhancement, object removal or cleanup, and computer-generated or AI-rendered elements created from photographs of the actual Property. Un-enhanced original capture files are archived by HPH and available to the Client on request (see Section 9). HPH will identify AI-enhanced or AI-generated deliverables to the Client at the time of delivery.

5. Marketing Use & "As-Is"

Digital Assets are produced for the Client's marketing and promotional use. Some elements are AI-assisted or AI-generated and may not depict the Property's actual, current, or as-built condition. Digital Assets are provided "AS IS," and HPH makes no representation or warranty, express or implied, that any image or video accurately represents the Property's condition, measurements, or features. Buyers and other parties should rely on their own inspection, not on the marketing media.

6. Relationship of the Parties

The parties agree that HPH is an independent contractor, and that neither HPH, nor HPH'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. HPH and the Digital Assets or any other deliverables prepared by HPH 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.

7. Creation

The manner and method of creating any Digital Assets is solely at the discretion of HPH and the Client has no right to control HPH's manner and method of performance under this Agreement. HPH will use best efforts to: (a) ensure that the Digital Assets conform to Client's specifications; and (b) submit all Digital Assets to Client in publishable quality, on or before the applicable deadlines.

8. Delivery

HPH may select delivery of photographs in JPEG, TIFF, PNG, HEIF, or other standard format, at a resolution that HPH determines will be suitable for the Digital Assets as licensed. It is the Client's responsibility to verify that the Digital Assets are suitable for reproduction and that if the Digital Assets are not deemed suitable, to notify HPH within five (5) business days. HPH's sole obligation will be to replace the Digital Assets at a suitable resolution but in no event will HPH be liable for poor reproduction quality, delays, or consequential damages.

9. Originals Archive

HPH archives the un-enhanced original capture files (RAW plus in-camera HEIF or JPEG) for delivered Digital Assets and will make a viewable original available to the Client on reasonable request. This archive supports the AI-disclosure in Section 4; it does not expand the license granted in Section 2, and the original capture files remain the sole and exclusive property of HPH.

10. Fees

All fees and expenses payable under this Agreement are required no later than thirty (30) business days from the delivery of the Digital Assets and corresponding invoices (for current and future fees) and payable irrespective of whether Client makes actual use of the Digital Assets. If full payment has not been received within thirty (30) days all rights are revoked at HPH's 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 HPH with written statement that all images have been removed and destroyed.

11. Buyout

If the Client requests a full buyout of the Digital Assets, HPH will inform the Client of the buyout fee. If the Client accepts the buyout fee, and upon payment in full of the buyout fee, HPH will assign and transfer to the Client all of their right, title, and interest in and to the copyright of the Digital Assets for the Property, and all derivative works thereof. The Client is granted the sole and exclusive right to use, reproduce, display, distribute, and otherwise exploit the photograph in any manner and for any purpose, in any media, in any territory, and for any period of time, including, without limitation, for advertising, marketing, promotional, and commercial purposes. HPH may not use the Digital Assets for any commercial purposes without the prior written consent of the Client. HPH retains the right to use the Digital Assets in its own promotional materials.

12. Cancellation

If Client cancellation of this Agreement occurs prior to 1) the Property shoot or 2) within one (1) month of this Agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. For Client cancellation within two (2) days of the Property shoot, Client is responsible for 100% of the fee and any expenses incurred.

13. 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 HPH, and HPH shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by HPH.

14. Transfer and 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.

15. Publication Compliance & Liability Shift

The Client — and any brokerage, agent, or third party that publishes, distributes, or posts the Digital Assets — is solely responsible for making any disclosure required at the point of publication, including those imposed by the applicable MLS, brokerage marketing policy, advertising and fair-housing laws and regulations, and any AI or virtual-staging disclosure rules. HPH delivers the media for the Client's use and does not control how, where, or with what disclosures it is ultimately published. To the fullest extent permitted by applicable law, HPH disclaims any and all liability arising from the publication or distribution of the Digital Assets, including any failure to make a required disclosure. The Client agrees to defend, indemnify, and hold harmless HPH and its owner, employees, and agents from and against any claim, demand, loss, damage, or expense (including reasonable attorneys' fees) arising out of the Client's or its agents' publication, distribution, or use of the Digital Assets.

16. Limitation of Liability

To the fullest extent permitted by applicable law, HPH's total aggregate liability arising out of or relating to the Digital Assets or the services shall not exceed the total fees actually paid by the Client for the specific Property at issue, and HPH shall not be liable for any indirect, incidental, consequential, special, or punitive damages.

17. Indemnification

Client will indemnify and defend HPH against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Digital Assets or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases and ensure they are in full effect and in force.

18. 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 New York. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Suffolk County, New York, 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.

19. Severability

If one or more of the provisions contained in this 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.

20. 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.

IN WITNESS WHEREOF, the parties have caused this Hamptons Production House Licensing Agreement to be duly executed as of __________.

HAMPTONS PRODUCTION HOUSE LLC

CLIENT