PropertyPhotos.com – End User Agreement

Updated: October 25, 2018

This End User Agreement (the “Agreement”) states the basic terms and conditions that govern your purchase of or license to access and use the PropertyPhotos.com LLC (“PropertyPhotos.com”) products and services that you order through the PropertyPhotos.com website and its subdomains (the “Website”).

PropertyPhotos.com may modify this Agreement at any time without notice to you. If we modify this Agreement, we will post the updated version on the Website and update the “Updated” date at the top of this Agreement. We recommend that you review this Agreement periodically for any changes. Your continued access to or use of the products or services ordered through the Website will constitute your acceptance of the revised legally-binding Agreement.

By accepting the terms of this Agreement, you represent and warrant that (i) you are at least 18 years old and are lawfully able to accept this Agreement, and (ii) if you are acting as the representative of an entity, you are authorized to accept this Agreement on behalf of that entity, and that the entity is bound by this Agreement.

  1. EXCLUSIVE OWNERSHIP OR LICENSE. As identified at the time of your order, the visual assets provided to you by PropertyPhotos.com (each an “Asset”) will either be owned by you (each an “Exclusive Ownership Asset”), or owned by PropertyPhotos.com and licensed to you (each a “Licensed Asset”). Accordingly, and depending on the nature of your order, the following terms will apply:
    1. Exclusive Ownership Assets. PropertyPhotos.com grants you sole and exclusive ownership of the Exclusive Ownership Assets created by PropertyPhotos.com. For such Exclusive Ownership Assets, you grant to PropertyPhotos.com and our affiliated entities (solely for the “Permitted Purposes” set forth below) a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license to access, use, extract, aggregate, compile, reproduce, modify, adapt, publish and create derivative works from the Exclusive Ownership Assets, and to sublicense, distribute, display, store and transmit such Exclusive Ownership Assets between PropertyPhotos.com and its affiliates, and to incorporate the Exclusive Ownership Assets in other works in any form, media or technology now known or later developed. The Permitted Purposes include:
      1. support and provision of a product, or other software, service or related solution purchased by or provided to you by PropertyPhotos.com or its affiliates, and all other uses necessary for Propertyphotos.com to perform its obligations under these Terms;
      2. maintenance, operation, and enhancement of a product or service provided by PropertyPhotos.com or its affiliates;
      3. distribution, display or publication in summary and benchmark reports;
      4. distribution, display or publication in social media websites, including, without limitation, Facebook®, Instagram®, YouTube®, LinkedIn® and Pinterest®;
      5. distribution, display or publication in Internet listing services or in any other third-party services providers specified by you in writing; and
      6. any other purposes expressly authorized by you.
      You represent and warrant to PropertyPhotos.com that you possess sufficient rights to grant to PropertyPhotos.com and its affiliates the foregoing license to the Exclusive Ownership Assets.
    2. Licensed Assets and Services. PropertyPhotos.com grants you a limited, non-exclusive license to access and use the Licensed Assets and any PropertyPhotos.com services you subscribe to through the Website (each a “Service”) for so long as you remain in compliance with the terms of this Agreement (including, without limitation, any payment obligations and use restrictions). If you do not comply with the terms of this Agreement, then you cannot access or use the Licensed Assets or Services.
  2. LIMITATIONS ON USE OF LICENSED ASSETS OR SERVICES. Your license to use any Licensed Asset or Service is contingent on your continued compliance with the following:
    1. The Licensed Asset or Service must be used in accordance with the terms of this Agreement and solely for your business operations.
    2. You may not:
      1. Transfer or sublicense any Licensed Asset or Service;
      2. Promote, offer or market any Licensed Asset or Service for resale, rent, or any other form of compensation;
      3. Archive, disassemble, decompile, manipulate or reverse engineer any portion of any Licensed Asset or Service;
      4. Use any Licensed Asset or Service in a way that violates any law, statute, ordinance or regulation;
      5. Use any Licensed Asset or Service in association with any defamatory, illegal, libelous, infringing, obscene, pornographic, sexual, violent, exploitative, harassing, invasive of privacy or publicity rights, threatening, deceptive, fraudulent, indecent or otherwise objectionable materials;
      6. Remove or alter any trademark, logo, copyright, watermark, metadata or other proprietary notices in or on any Licensed Asset or Service;
      7. Represent that you own any portion of any Licensed Asset or Service; or
      8. Make use of any Licensed Asset or Service other than as intended and expressly permitted under this Agreement, or in a manner that is competitive with PropertyPhotos.com—as determined in our discretion.
  3. INTELLECTUAL PROPERTY.
    1. Exclusive Ownership Assets. The Exclusive Ownership Assets are your sole and exclusive property. You own all applicable copyright, trademark, patent, trade secret, trade dress, moral rights and other intellectual property rights in and to such Exclusive Ownership Assets. If and to the extent PropertyPhotos.com may, under applicable law, be entitled to claim any ownership interest or moral rights in the Exclusive Ownership Assets, PropertyPhotos.com irrevocably sells, transfers, grants, conveys, assigns, and relinquishes exclusively to you any and all right, title, and interest it has or may hereafter acquire in and to the Exclusive Ownership Assets under patent, copyright, trade secret, trademark or other intellectual property law in perpetuity or for the longest period otherwise permitted by law. Notwithstanding the foregoing, Exclusive Ownership Assets are limited to the end product provided to you and do not include (i) any of PropertyPhotos.com’s or its affiliates’ know-how, underlying processes or equipment, or trade secrets owned or developed by PropertyPhotos,com or its affiliates during the course of creating any Exclusive Ownership Asset; or (ii) any modifications or changes to the Exclusive Ownership Assets created by PropertyPhotos.com or its affiliates in exercise of the license rights set forth in Section 1.1 of this Agreement.
    2. Licensed Assets and Services. The Licensed Assets and Services were (as applicable) created, compiled, prepared, selected, developed and arranged by PropertyPhotos.com through the expenditure of substantial time, effort and resources. They are the property of PropertyPhotos.com, its affiliates and its and their licensors, and are protected by (as applicable) copyright, trademark, patent, trade secret, trade dress, moral rights and other intellectual property laws and treaties. You do not own (in whole or in part) any Licensed Asset or Service and no proprietary interest or right of title is transferred to you. Except as expressly provided herein, PropertyPhotos.com does not grant any express or implied permission to use the Licensed Assets or Services.
  4. USER CONTENT. By uploading or posting any content (such as images, video, audio or text) to the Website that was not created by PropertyPhotos.com or its affiliated entities (collectively, “User Content”), you grant PropertyPhotos.com and its affiliated entities a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right to use, reproduce, modify, adapt, tag, publish, translate, create derivative works from, distribute, perform and display such User Content solely for the Permitted Purposes.
  5. TRADEMARKS. PropertyPhotos.com, our logo and any other product or service name, or slogan contained in the Assets or Services are trademarks of PropertyPhotos.com and our suppliers or licensors and may not be used without our prior written permission or the written permission of the applicable trademark owner. All other trademarks, product names and company names or logos used in conjunction with the Assets or Services are the property of their respective owners. Our reference to their products, services, processes or other information, by trade name, trademark or otherwise does not constitute or imply any endorsement, sponsorship or recommendation by us—unless we specifically state otherwise.
  6. TERM AND TERMINATION. Your right to access and use the Licensed Assets and Services will commence upon your acceptance of this Agreement, and shall continue for so long as you remain in compliance with the terms of this Agreement (including, without limitation, any payment obligations and use restrictions).
  7. INVOICING AND PAYMENT. By electing to license or purchase any Asset or Service offered by PropertyPhotos.com, you must agree to the payment terms provided in this Agreement and, as applicable, at the point of purchase. If you do not agree to such terms, you may not access or use the corresponding Asset or Service.
    1. The prices displayed on the Website are quoted in U.S. Dollars. In addition to the pricing displayed on the Website for any Asset or Service that you order, you will be responsible for all applicable taxes.
    2. By clicking through the online order process on the Website, you agree to make payment to PropertyPhotos.com in the amount provided to you on the checkout page.
    3. Unless otherwise expressly stated in an invoice from PropertyPhotos.com to You, You are responsible for payment in full at the point of purchase.
    4. Given the nature of the Assets, PropertyPhotos.com has a no refund policy. With that said, we are committed to providing you with a quality product and, if we fell short of your expectations, we want to hear from you. If you are dissatisfied with your purchase, please contact us at billing@propertyphotos.com and tell us about your concern. We will work with you to ensure that you remain a loyal customer of ours for years to come.
    5. Services may be terminated or cancelled by notifying PropertyPhotos.com in writing at billing@propertyphotos.com prior to commencement of performance of such Service. Upon commencement of such Service, PropertyPhotos.com has a no refund policy.
  8. LIMITED WARRANTY. PropertyPhotos.com warrants that (i) it has all necessary rights and authority to enter into and perform under this Agreement, and (ii) each Asset or Service will substantially conform to the product specifications applicable to such Asset or Service and published at www.specifications.controls.realpage.com . This warranty is contingent on the Asset or Service being used in the manner and environment contemplated in the applicable product specifications. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Asset, re-performance of the Service, or refund of the applicable fee (as determined by PropertyPhotos.com in its discretion).
  9. DISCLAIMER. PROPERTYPHOTOS.COM’S WARRANTY IS STATED IN SECTION 8. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE ASSETS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY PROMISES OR WARANTIES (EXPRESS OR IMPLIED)—INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, RELIABILITY, ERROR-FREE NATURE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO US), OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
  10. LIMITATION OF LIABILITY. IN NO EVENT SHALL PROPERTYPHOTOS.COM, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, OR REVENUES), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND WHETHER AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF PROPERTYPHOTOS.COM IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROPERTYPHOTOS.COM, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND WHETHER AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EXCEED YOUR ACTUAL, PROVABLE DIRECT DAMAGES CAPPED BY THE AMOUNT YOU HAVE PAID, IF ANY, TO PROPERTYPHOTOS.COM UNDER THE TERMS OF THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM AT ISSUE.
    Some U.S. states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore some or all of the limitations in this Agreement may not apply to you to the extent they are prohibited or superseded by such state or foreign provisions. The foregoing limitations of liability will apply even if the limited remedies herein fail of their essential purpose.
  11. EQUITABLE REMEDY. You acknowledge and agree that your breach of this Agreement may cause PropertyPhotos.com irreparable harm from which no adequate remedy exists at law, and for which damages may not be an adequate remedy, and that, upon any such breach or threatened breach, PropertyPhotos.com will be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage.
  12. CONFIDENTIAL INFORMATION. The term “Confidential Information” means a party’s non-public business, financial, technical, legal and personnel information, and includes, without limitation, programming, code, software, formulas, methods, know how, processes, designs, techniques, related documentation, as well as all information clearly identified as confidential at the time of disclosure by Propertyphotos.com to you. “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party (the “Recipient”) or anyone to whom the Recipient transmits the information, (ii) becomes available to the Recipient on a non-confidential basis from a source other than the disclosing party who, to the Recipient’s knowledge, is not bound by a confidentiality agreement with the disclosing party, (iii) was rightfully known to the Recipient or in its possession prior to the date of disclosure by the disclosing party, or (iv) is independently developed by the Recipient without any benefit of or reference to the disclosing party’s Confidential Information. No party to this Agreement will publish, disclose, copy, disseminate or use the Confidential Information of another party in its business or for any other purpose except as expressly permitted in this Agreement. As a limited exception, a party may disclose another party’s Confidential Information solely as necessary to comply with a subpoena or other legal request, so long as prompt prior notice (if legally permitted) is provided to the party whose Confidential Information is being disclosed.
  13. INDEMNIFICATION. You agree to indemnify and hold harmless PropertyPhotos.com, our affiliates, and our respective directors, officers, employees, and agents from and against any and all claims and liabilities (including reasonable attorneys’ fees) that may arise from (i) your use of any Exclusive Ownership Asset; (ii) your access to or use of any Licensed Asset or Service in a manner not contemplated or permitted under the terms of this Agreement, (iii) your failure to comply with any provision of this Agreement; (iv) any claim relating to ownership of an Exclusive Ownership Asset; (v) any representation or warranty by you in this Agreement; or (vi) your failure to comply with applicable local, state, federal or international laws in the use of any Asset or Service. PropertyPhotos.com reserves the right to assume the exclusive defense and control of any such matter, and you agree to cooperate with any reasonable requests for assistance with such defense.
  14. JURISDICTION AND LAW. You agree that any claim, action, or proceeding arising under this Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts to be wholly performed therein, and any action based on or alleging a breach of these Terms must be brought in a state or federal court located in Dallas County, Texas. You agree to submit to the personal jurisdiction of such courts.
  15. NOTICES. Any notice to PropertyPhotos.com under this Agreement shall be in writing and delivered in person, by nationally recognized express courier or by certified mail to: PropertyPhotos.com LLC, 2201 Lakeside Boulevard, Richardson, Texas 75082, ATTN: Legal Department. Such notice shall be deemed given on the same day if delivered in person, or on the next business day if delivered by any other expressly permitted method.
  16. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the Agreement will continue in full force and effect.
  17. WAIVER. The only way a party may waive any of its rights under this Agreement is through a specific written waiver by its authorized representative. No waiver of one provision shall be interpreted as a waiver of any other provision of this Agreement.
  18. NO THIRD PARTY BENEFICIARIES. This Agreement is between you and PropertyPhotos.com. Except to the extent expressly stated in this Agreement, there are no third party beneficiary rights.
  19. ASSIGNMENT. You may not assign to any third party any of your respective rights or obligations under this Agreement without PropertyPhotos.com’s prior written permission, not to be unreasonably withheld.
  20. FORCE MAJEURE. Neither party will be responsible for failure or delay of performance if caused by an act of God; act of war, hostility or sabotage; electrical, internet or telecommunications outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. This does not excuse you from your applicable payment obligations.
  21. ENTIRE AGREEMENT. This Agreement, any order form incorporating this Agreement, and the Product Specifications incorporated by reference herein, in conjunction with the Terms of Use for the Website, incorporates the entire understanding of the parties concerning the subject matter contained herein. No party is relying on any warranties, representations, promises or inducements not expressly stated in this Agreement or the Terms of Use for the Website.