RealPhoto

This Photographer License Agreement (“Agreement”) is made and entered into by RealPhoto, at P.O. Box 397 Pflugerville, Texas 78691; and (“Photographer”), with offices at .

DEFINITIONS AND USAGE

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.

Firm Participant: The brokerage or appraisal company to which Photographer provides photographic, video or other multi-media services that maintains an active membership in RealPhoto Services.

Other Participants and Subscribers: All Participants and Subscribers of RealPhoto, including Firm Participants’ employees, contractors, salespeople, and assistants (whether licensed or unlicensed as real estate agents or appraisers) that are not party to this Agreement.

Photographer Contribution: All data that the Photographer submits, contributes, or provides to a Firm Participant, Other Participants and Subscribers which is input in the RealPhoto Database, including text, photographs, images, videos, and other materials, in any form now known or hereafter discovered.

RealPhoto Affiliates: RealPhoto Affiliates means RealPhoto and its member, officers, employees, agents, representatives, and licensors.

RealPhoto Database: All data available to Photographer on the RealPhoto System, including the Photographer Contribution, and all other text, binary, and photographic image data, in any form now known or hereafter discovered.

RealPhoto Policies: RealPhoto’s bylaws, rules and regulations, and policies and procedures adopted by RealPhoto, as RealPhoto amends them from time to time.

RealPhoto Service: The services RealPhoto provides to Firm Participants, Other Participants and Subscribers.

RealPhoto Software: RealPhoto’s proprietary web browser interface(s) to the RealPhoto System.

RealPhoto System: The aggregate of all hardware and data connection systems that RealPhoto maintains in order to make access to the RealPhoto Database available to a Firm Participant, Other Participants and Subscribers.

Schedule of Fees: RealPhoto’s document that establishes the fees for RealPhoto Service.

2. Usage. The following usages apply to any interpretation or construction of this Agreement, unless the context clearly indicates otherwise. (a) Wherever the term “including” is used, it means, “including, but not limited to.” (b) The singular and plural numbers and masculine, feminine, and neuter genders of words are interchangeable. (c) Wherever the term “law” is used, it means all statutes, regulations, and common law, both state and federal, as they are amended. Without limiting the generality of the foregoing, “law” expressly includes all state and federal fair housing statutes and regulations.

REALPHOTO’S OBLIGATIONS

3. Subject to the terms and conditions of this Agreement and the RealPhoto Policies, RealPhoto shall make available to Photographer a list published on RealPhoto.io and Photographer shall be identified as a photographer whose work product is subject to an agreement which RealPhoto will recognize as providing RealPhoto, Firm Participants, Other Participants and Subscribers with rights in compliance with RealPhoto Policies for use of Photographer Contributions in the RealPhoto Database. Photographer shall be permitted to promote this relationship in their marketing efforts, subject to approval by RealPhoto.

PHOTOGRAPHER ACKNOWLEDGMENTS

4. Modifications to service. RealPhoto may, but is not required to, modify the RealPhoto Service.

5. Editorial control. RealPhoto may take any steps necessary in its judgment, including deleting the Photographer Contribution or portions thereof, to avoid or remedy any violation of law, breach of the RealPhoto Policies or infringement of any intellectual property right. Additionally, RealPhoto shall have the right to alter and/or remove metadata and copyright management information contained in the Photographer Contribution.

6. Third Party Beneficiary. Firm Participants, Other Participants and Subscribers to whom Photographer provides any Photographer Contribution are intended third party beneficiaries of the licenses granted hereunder and are permitted to publish and republish the Photographer Contribution subject to the terms of this Agreement, the RealPhoto Participant and Subscriber Agreement, and the RealPhoto Policies, and the limitations on use of the RealPhoto Database contained therein. For clarification, use of photographs hereunder by Firm Participants, Other Participants and Subscribers is limited to the uses permitted by RealPhoto and does not authorize purposes unrelated to the marketing of the subject property or valuation of comparable properties.

7. Disclosure to third parties. RealPhoto reserves the right to distribute to third parties certain information about Photographer, including Photographer’s name and business address, phone number and email address.

8. Disclosure to government. Photographer acknowledges that RealPhoto may provide government agencies access to the RealPhoto Service at any time in RealPhoto’s sole discretion.

PHOTOGRAPHER’S OBLIGATIONS

9. Noninterference. Photographer agrees not to interfere with the use of the Photographer Contribution by RealPhoto, Firm Participants, Other Participants and Subscribers if such use is in compliance with the RealPhoto Policies.

10. Warranty of Photographer Contribution. Photographer warrants that (a) the Photographer Contribution complies with the RealPhoto Policies in all respects, including with regard to format of submission and permitted and required photo types; (b) the Photographer Contribution does not infringe or violate any patents, copyrights, trademarks, trade secrets or other proprietary rights of any third party; (c) Photographer has the written consent of any party necessary to provide the Photographer Contribution to RealPhoto; (d) the Photographer Contribution is not defamatory, offensive, or obscene; (e) the Photographer Contribution contains only photos pertinent to the listed property, floor plans of the listed property or renderings of the listed RealPhoto Photographer Agreement Page 2 October 31, 2017 property; (f) the Photographer Contribution does not contain agent or brokerage firm contact information such as names, phone numbers, email addresses or website addresses, including use of embedded, overlayed, or digitally stamped information; and (g) that there is no claim, litigation, or proceeding pending or threatened with respect to the Photographer Contribution.

11. Copyright Infringement Procedure. If Photographer believes that its copyrights have been violated in the RealPhoto Services or by Other Participants or Subscribers, including display on their respective websites, then upon discovery of the alleged infringement, Photographer must provide written notice to RealPhoto that includes a description of the copyrighted work and where the material is located and a statement under penalty of perjury that the information in the notice is accurate and Photographer is the owner of the copyright or authorized to act on the copyright owner’s behalf. Upon validation of the information provided in the notice, RealPhoto will use commercially reasonable efforts to remove or disable access to the infringing material, however RealPhoto may request additional information before removing any infringing material. If RealPhoto uses commercially reasonable efforts to remove or disable access to the infringing material, then Photographer agrees to waive any potential copyright infringement claims against RealPhoto and Other Participants and Subscribers.

INTELLECTUAL PROPERTY

12. License from Photographer. Photographer hereby grants to RealPhoto a non-exclusive, perpetual, world-wide, royalty-free license to reproduce, prepare derivative works of, distribute, display, perform and license (including sublicenses through multiple tiers) the Photographer Contribution. Photographer warrants that it has the authority to grant this license. Photographer acknowledges that RealPhoto makes no grant of license or assignment to Photographer of any rights in the RealPhoto Database.

TERM AND TERMINATION

13. Term. This Agreement shall commence upon the Effective Date set forth below and shall continue thereafter on a month-to-month basis until terminated in writing by either party.

14. Termination for breach. RealPhoto may terminate this Agreement with reasonable notice if Photographer fails to comply with the terms of this Agreement or of the RealPhoto Policies.

15. Termination for convenience. Either party may terminate this Agreement upon 30 days’ written notice to the other party.

16. Events upon termination. Promptly upon any termination of this Agreement, all licenses granted hereunder shall immediately terminate, except the license to the Photographer Contribution in Paragraph 12.

LIMITATION OF LIABILITY AND INDEMNIFICATION

17. MAXIMUM AGGREGATE LIABILITY. IN NO EVENT SHALL RealPhoto BE LIABLE TO PHOTOGRAPHER FOR ANY AMOUNT IN EXCESS OF THE GREATER OF (A) THE FEES FIRM PARTICIPANT OR PHOTOGRAPHER HAS PAID RealPhoto, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES; OR (B) $100.

18. Indemnification. Photographer shall defend, indemnify and hold the RealPhoto Affiliates and Other Participants and Subscribers harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attorneys and other professionals) in any claim, demand, action or proceeding initiated by any third-party against the RealPhoto Affiliates or Other Participants and Subscribers arising from any acts of Photographer, including (i) making unauthorized use of the RealPhoto Database; or (ii) infringing any proprietary or contract right of any third party.

19. Acknowledgment. Photographer acknowledges that RealPhoto has entered into this Agreement in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties.

DISPUTES AND REMEDIES

20. Dispute resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration. Unless the parties agree otherwise, such arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, including the Expedited Procedures where applicable, the Optional Procedures for Large Complex Commercial Disputes where applicable, and the Optional Rules for Emergency Measures of Protection (collectively, the “Arbitration Rules”). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties. Unless all parties to the dispute agree otherwise, any arbitration hearing or proceeding hereunder shall be held in Travis County, Texas, except that it may be held by telephone where the Arbitration Rules expressly so permit. Photographer agrees to submit any disputes or claims under this Agreement not subject to arbitration to the jurisdiction and venue of the state and federal courts sitting in Travis County, Texas.

21. Legal fees. In the event of legal action or arbitration between RealPhoto and Photographer, on account of or in respect to this Agreement, the prevailing party in such action or arbitration shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs and expenses incurred in such action or arbitration.

MISCELLANEOUS

22. No third-party beneficiaries. Except as provided in Paragraph 6, above, this Agreement is entered into solely between, and may be enforced only by, RealPhoto and Photographer, and this Agreement shall not create or be construed to create any rights in any home owner, home seller, home purchaser, board or association, or other third party.

23. Interpretation and amendment. This Agreement may not be amended except by written instrument executed by both parties.

24. Assignment. Neither this Agreement nor any obligations or duties hereunder may be assigned or delegated by Photographer. Any purported assignment or delegation in contravention of this section is null and void.

25. Integration and severability. This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof. Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions shall remain in full force and effect. The foregoing notwithstanding, if any provision of Paragraph 17 through 21 is declared invalid or unenforceable by any court of competent jurisdiction, this Agreement shall immediately terminate.

26. Governing law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and performed in Texas, without regard to its conflicts of law and choice of law provisions.

27. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and delivered via (a) U.S. Mail, postage paid and return receipt requested; (b) express mailing service with confirmation of receipt; (c) facsimile transmission, provided sender obtains confirmation of transmission; or (d) electronic mail, provided sender requests and receives a return receipt. All notices are effective on the date of receipt or three days after transmission, whichever is earlier.

28. Survival. The following paragraphs shall survive termination or expiration of this Agreement: 1, 2, 9, 10, 11, 12, 17 through 27. RealPhoto Photographer Agreement Page 3 October 31, 2017 Having read this Agreement, the parties express their will to be bound by its terms by setting their signatures below.

Austin/Central Texas Realty Information Service