Photographer Participant Agreement

1. Photographer acknowledges and agrees that any FMLS Member for which Photographer provides Media must abide by the most current FMLS Rules and Regulations ("FMLS Rules"), including, without limitation, rules and regulations regarding the use of FMLS Content (as provided under Rule 11 of the FMLS Rules). Photographer agrees to work in concert with any FMLS Member retaining the services of Photographer in fully complying with all FMLS Rules and acknowledges and understands that violating those Rules may lead to fines and sanctions against the FMLS Member. Photographer agrees not to engage in any activity that may in any way encourage or cause any FMLS Member to whom Photographer provides services or Media to violate any of the FMLS Rules.
2. Photographer acknowledges and agrees that by submitting Media into the FMLS System, FMLS Members are (i) irrevocably assigning and transferring to FMLS all worldwide right, title and interest (including, without limitation, all copyrights (now existing or hereafter acquired) and all other intellectual property rights in and to the Media; or (ii) if such Media cannot be assigned or transferred to FMLS under law, granting to FMLS an exclusive, worldwide, royalty-free, irrevocable license and right (including all rights and abilities to sublicense, distribute and authorize the right to third parties (through multiple tiers) at FMLS’s discretion) to use, reproduce, store, distribute, perform, publicly display, transmit the Media and prepare derivative works and adaptations of the Media, including as part of the FMLS compilation.
3. Photographer acknowledges and agrees that any FMLS Member using any Media must represent and warrant to FMLS that the FMLS Member has either: (1) ownership of the Media, or (2) procured such rights and all necessary licenses from the Photographer or otherwise legal owner of the Media to provide FMLS the Media consistent with the requirements and terms of the FMLS Rules.
4. Photographer acknowledges and agrees that FMLS reserves the right to place an FMLS watermark on Media in the FMLS System for the purposes of protecting FMLS’s copyrights in the Media and the FMLS compilation on the FMLS System. Photographer acknowledges and agrees that the FMLS watermark protects and provides significant benefits to Photographer, and Photographer expressly grants FMLS permission to place the FMLS watermark on all Media submitted by or on behalf of Photographer on the FMLS System.
5. Photographer represents and warrants that it (i) has created Media submitted or placed by Photographer into the FMLS System or that Photographer owns all rights, title and interest in and to the Media, including all copyrights, for any Media that Photographer submits or places in the FMLS System and (ii) has full right and power to enter into this Agreement and to grant the rights set forth herein.
6. Photographer represents and warrants that no third parties have any rights in, to, or arising from any Media submitted in the FMLS System by Photographer. Photographer further represents and warrants that any and all Media submitted in the FMLS System by Photographer will not infringe on any intellectual property rights or personal or privacy rights, including, but not limited to, any copyrights, trademarks, or patents of any person or entity.

1. Photographer will not in any way use any information gathered from the FMLS System, including, but not limited to, roster information, agent, broker, or user names, phone numbers, or emails to market, solicit, or otherwise contact any FMLS Member.
2. Photographer agrees that it will, at all times, maintain in the FMLS System a valid and regularly monitored email address, and hereby authorizes FMLS to communicate with Photographer digitally and provide all notices and other communications to Photographer at the provided email address.
3. Photographer will not use the FMLS System for any purpose other than to fulfill obligations under this Agreement. Photographer agrees not to transmit any FMLS information to any persons or users not authorized to access the FMLS System by the FMLS Rules.
4. Photographer acknowledges and agrees that any and all access to and use of the FMLS System is further subject to the then-current FMLS Terms of Use available at [https://www.fmls.com/terms-of-use]. Without limiting the terms of the FMLS Terms of Use, Photographer will not share, give, sell, or otherwise make the Photographer's FMLS user and password provided to Photographer available to any person or entity, or to provide unauthorized third-person access to the FMLS System by any other means.

1. For any and all Media submitted in the FMLS System in which Photographer holds rights of any kind, Photographer grants and hereby irrevocably assigns and transfers to FMLS all of Photographer's worldwide right, title and interest in and to all of said Media, including, without limitation, all copyrights, whether now existing or hereafter acquired. If such Media cannot be assigned or transferred to FMLS under law, Photographer grants to FMLS an exclusive, worldwide, royalty-free, irrevocable license and right (including all rights and abilities to sublicense, distribute and authorize the right to third parties (through multiple tiers) at FMLS’s discretion) to use, reproduce, store, distribute, perform, publicly display, transmit the Media and prepare derivative works and adaptations of the Media, including as part of the FMLS compilation.
2. Photographer agrees to cooperate and take all action reasonably requested by FMLS in connection with the assignment of Photographer's rights to FMLS under this Agreement, at the cost and expense of FMLS, including, but not limited to, executing and delivering to FMLS all requested documents, or providing information pertaining to the Media, and assisting in filing copyright applications in the United States or elsewhere, if requested by FMLS.

1. FMLS grants Photographer the limited right to access and use the FMLS System only to upload directly Media taken or owned by Photographer for an individual real estate listing as and when permitted by the FMLS Member associated with that listing. Photographer may not use the FMLS System for any other purpose and is not authorized to sell, use or provide access to the FMLS System or any Media on the FMLS System for any commercial gain.
2. FMLS grants back to Photographer a limited, personal, non-transferable, non-exclusive, worldwide, royalty-free, perpetual license to use, submit, distribute, reproduce, and prepare derivative works of the Media submitted by Photographer for other real estate listing services, including, advertising sites, print media, and MLSs; provided the Media is used only in connection with the real estate listing of the broker or agent for which the Media was submitted to FMLS.
3. FMLS may, in its sole and absolute discretion, but has no obligation to, create or implement a process to provide credit to and contact information for Photographer within the FMLS System. In accordance with this provision, Photographer grants FMLS permission to share Photographer's name and contact information within the FMLS System and to include Photographer as a participating photographer. Photographer acknowledges and agrees that FMLS is under no obligation to credit Photographer or any other third party as the author of the Media.

1. Photographer acknowledges and agrees that failure to abide by the terms and conditions of this Agreement may result in suspension or termination of Photographer's FMLS participatory rights. FMLS may discontinue the Photographer participation program at any time, in its sole and absolute discretion, for any reason, upon written notice. Upon written notice from FMLS, this Agreement will terminate, except that the assignment and license grants provided herein shall continue in full force and effect.

1. Photographer shall indemnify, defend and hold harmless FMLS, its affiliates, officers, agents, partners and employees from any and all claims, demands, liabilities, costs, losses, judgments, damages or expenses (including reasonable attorney fees and expenses), arising out of or relating in any way to: (i) misuse of the FMLS System; (ii) the unauthorized use of any Media; (iii) Photographer’s breach, or any third-party claim of breach, of any obligation, representation or warranty set forth in this Agreement, including, any violation of any third party intellectual property, proprietary, personal or privacy rights associated with any Media or use thereof by FMLS, FMLS Members, or their respective licensees or third-party providers.

1. Photographer understands and agrees that it is an independent contractor representing or working with FMLS Members, and nothing in this Agreement shall be construed to create a partnership, or joint venture, or employment relationship between Photographer and FMLS.

1. Photographer understands and agrees that the FMLS System is provided “AS-IS” in its present state and condition, with no representations or warranties of any kind, either express or implied, and FMLS expressly disclaims all express and implied warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. FMLS makes no warranty that the FMLS System or this Photographer participation program will meet PHOTOGRAPHER’S expectations, will be error-free, or that the results that may be obtained from participation or use of the FMLS System.
2. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the state of Georgia, without reference to its conflicts of laws principles. Any action or proceeding arising out of this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction in Fulton County, Georgia and in no other jurisdiction. This Agreement may not be amended except in writing signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. The prevailing party in any dispute in regard to this Agreement shall be entitled to a reimbursement of their attorney fees. Terms and conditions set forth herein constitute the entire Agreement between the parties and shall supersede all prior oral or written agreements. In the event of any inconsistencies between the terms of this Agreement and the FMLS Terms of Use, the terms of this Agreement shall control and govern with respect to the Media. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same Agreement. The parties may execute this Agreement by way of digital signature and agree that this Agreement, including any digital signature, may be delivered, communicated, received and stored by electronic means and that an electronic record of same shall be deemed to have the same legal effect as an ink-signed executed copy of this Agreement for all purposes. This Agreement will be binding on and enforceable by the parties and their respective successors and assigns.

I CERTIFY THAT I HAVE READ AND AGREE TO THE ABOVE TERMS AND CONDITIONS, THAT ALL INFORMATION GIVEN HEREIN IS TRUE AND CORRECT, AND THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE, NOR SHALL MY APPLICATION TO BECOME A PARTICIPANT WITH FMLS BE DEEMED ACCEPTED, UNLESS AND UNTIL EXECUTED BELOW BY AN AUTHORIZED SIGNER ON BEHALF OF FMLS.