1. Scope of this Agreement

This Agreement applies to any project — including but not limited to a property, a product, a business or brand, a person, an event, or content made for social media (the “Subject”) — where photographs, videos, graphics, digital assets, or digital images are created, produced or taken by HPH and delivered to the Client (collectively, 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 promotion, sale or launch of the Subject. Digital Assets used for any purpose not directly related to the project or promotion/sale of the Subject 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 Subject during the license term for that Subject (Section 3). 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 end of that license term.

Syndication and the brokerage. For the marketing of the Subject, the license includes publication of the Digital Assets on the Client’s own website and social-media accounts, the website and social-media accounts of the brokerage or firm with which the Client is affiliated, the applicable MLS, and the listing-syndication and IDX feeds that distribute MLS content to third-party portals. If the Client’s representation of the Subject moves to another brokerage during the term, the license follows the Client; the former brokerage’s right to display the Digital Assets ends with its representation.

After the sale, and third parties. Once the Subject is sold, leased or its marketing is complete, the Client may continue to use the Digital Assets in the Client’s own portfolio and “Just Sold” announcements, with credit to HPH where practical, at no additional fee. Any other party — including the seller or buyer, a stager, architect, builder, designer, developer or another brokerage — requires its own license from HPH at HPH’s then-current rate card; the Client will refer such requests to HPH rather than supply the Digital Assets.

HPH’s own use. HPH may at all times use the Digital Assets for its own portfolio, website, social media, awards and editorial submissions. For an off-market or confidential Subject the Client may request an embargo on such use, which HPH will honor until the Subject is publicly marketed or sold.

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 two (2) years from the date of delivery of the Digital Assets for that Subject or, where the Subject is a listed property, the end of Client’s representation of it, whichever occurs first. Further use of the Digital Assets beyond that term 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 Digital Assets are the primary value; (C) No Alterations — Client will not alter the Digital Assets without the prior written permission of HPH. ‘Alter’ includes using the Digital Assets, in whole or in part, as input, reference, source or training material for any artificial-intelligence or machine-learning system, or otherwise to create derivative content of any kind — new images, video, animation, virtual staging, renovations or redesigns, by any method, in-house or through a third party. The Digital Assets are licensed for use as delivered; any such repurposing requires HPH’s prior written permission and a separate license. Normal reproduction as delivered for the marketing of the Subject remains permitted; (D) No Sublicenses — Client will not sublicense the Digital Assets 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; (E) Third-Party Elements — music, stock footage, fonts and similar elements included in the Digital Assets are licensed to HPH under their own terms, and the Client’s use of Digital Assets containing them is limited to those terms (for example web and social-media use, not paid broadcast advertising, unless HPH states otherwise at delivery); use beyond those terms requires HPH’s prior written approval and may carry a further license fee. The license granted in Section 2 begins 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 Subject. 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 Subject’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 Subject’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. Each party will keep confidential the other’s non-public information learned under this Agreement — including an off-market Subject’s address, pricing and owner identity — and use it only to perform 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.

Production conditions. Exterior, aerial and twilight work depends on weather, light and airspace. HPH may reschedule a shoot, in whole or in part, when conditions would compromise safety or the result (including wind, rain, fog, snow cover or seasonal grounds), when an airspace authorization is denied or restricted, or when, in HPH’s judgment, a drone flight cannot be made safely; HPH’s pilot has the final say on any flight, and a reschedule for these reasons carries no charge. The Subject is expected to be ready, as agreed, at the scheduled call time; waiting time, and any return visit required because the Subject was not ready or because the Client requests a reshoot in different conditions, are billed at HPH’s then-current rate card.

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.

Delivery links and revisions. Delivery links remain available for thirty (30) days after delivery; the Client is responsible for downloading and storing the Digital Assets within that period, and re-delivery from the archive (Section 9) after it may carry a retrieval fee. One round of reasonable revisions requested within that thirty (30) day period is included; further changes are quoted.

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 due upon delivery of the Digital Assets unless the corresponding invoice states a different payment term, in which case the invoice’s term applies to that invoice notwithstanding Section 14; fees are payable irrespective of whether Client makes actual use of the Digital Assets. If full payment has not been received by the invoice’s due date, HPH may give written notice, and if payment is not received within ten (10) days of that notice, 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. “Rate card” in this Agreement means HPH’s published rates at HamptonsHouse.net/Rates as of the date of the request.

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 Subject, and all derivative works thereof. The Client is granted the sole and exclusive right to use, reproduce, display, distribute, and otherwise exploit the Digital Assets 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

Cancellation applies per booking. If Client cancels a booked shoot more than two (2) days before the shoot date, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. If Client cancels within two (2) days of the shoot date, Client is responsible for 100% of the fee and any expenses incurred. HPH may reschedule a booked shoot for illness, equipment failure, the production conditions in Section 7 or any event beyond its reasonable control; HPH’s liability for a shoot it cancels is limited to a refund of any fees paid for that booking.

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. Either party may end this Agreement for future bookings on written notice; ending it does not affect licenses already granted, obligations already accrued, or fees already owed.

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 Subject 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.

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