LEGACY PROPERTY MEDIA
TERMS AND CONDITIONS
Version 2026-10-13.1 | Effective upon Client acceptance
1. Parties, Scope, Acceptance, and Future Orders
These Terms and Conditions ("Terms") govern services furnished by Legacy Media, LLC, doing business as Legacy Property Media ("LPM"). "Client" means the individual or entity identified in the accepted order, subject to the ordering agent's personal payment obligation in Section 2. "Order" means the order confirmation, accepted quote, and any written service-specific agreement identifying the property, services, fees, and authorized uses. "Media" means the finished photographs, videos, floor plans, tours, and other deliverables furnished under an Order. These Terms and the Order collectively constitute the "Agreement."
Client accepts this version of the Terms by affirmatively selecting an agreement checkbox in LPM's ordering or delivery system, signing the Terms, or otherwise expressly accepting them in writing after an opportunity to review them. Acceptance during delivery or download is not limited to permission to download the displayed Media; it establishes the standing agreement described in this Section.
By accepting these Terms, Client agrees that this version governs the Order associated with acceptance to the extent provided in this Section and Section 18, and all subsequent Orders Client places or authorizes while this standing agreement remains in effect. This includes Orders requested through an online portal, by text message, telephone, email, or in person, and Orders entered by LPM or an authorized representative at Client's request. A new signature or checkbox is not required for each subsequent Order governed by this same accepted version.
Each Order remains subject to LPM's confirmation and the agreed scope and price. LPM's administrative entry of a booking records Client's request; it does not, by itself, establish Client's initial acceptance of these Terms. A person accepting for another party represents and warrants actual authority to bind that party to the obligations accepted. Acceptance does not bind an unrelated agent, owner, brokerage, or other person solely because that person receives Media or shares access to an account.
If Client first accepts these Terms after services have commenced, they apply from acceptance to the current Order's remaining performance, Media use, delivery access, hosting, and other continuing obligations, and to subsequent Orders as stated above. Acceptance alone does not retroactively impose a new cancellation charge, release an accrued claim, or alter obligations arising from events before acceptance. Existing payment duties and rights established by the parties' prior agreement or applicable law remain unaffected.
The Agreement includes personal payment obligations where applicable, limitations on Media usage, indemnification obligations, limitations of liability, and dispute-resolution requirements. The accepted version remains applicable as provided in Section 18. Neither party is obligated to place or accept additional Orders, and any specifically negotiated exception shall be effective only as provided in Section 18.
2. Fees, Payment Obligations, and Collection
For an Order placed by, or with the actual authority of, a real estate agent for that agent's listing, the ordering agent undertakes personal, primary responsibility for payment. That responsibility shall not shift to a seller, team, or brokerage unless LPM expressly agrees in writing, before performance, that another identified party will be solely responsible. An assistant may place an Order for an agent only with authority to accept the applicable obligations on that agent's behalf. For other Orders, the identified Client is responsible for payment. A seller's refusal to reimburse Client, termination of a listing, failure to close, or election not to use the Media does not discharge payment for completed services.
Payment in full is required before downloading, publishing, or otherwise using Media unless LPM approves different terms in writing. Approved invoices are due upon receipt unless an agreed later date is stated. Authorized third-party financing or pay-at-close arrangements remain subject to their separate payment terms. Applicable taxes and disclosed travel or other approved charges are additional unless included in the accepted price. Changes in scope or additional work require LPM's approval and Client's agreement to any resulting charges.
If payment is overdue, LPM may withhold delivery access, suspend usage rights and hosting for the affected Order, decline additional bookings, and pursue lawful collection remedies. For an unpaid agent Order, LPM may notify the agent's principal broker and disclose information reasonably necessary to resolve the account. Such notice neither transfers the debt to the broker nor releases the agent. Requests to remove unpaid or otherwise unauthorized Media from third-party platforms shall be made through applicable lawful procedures.
Client shall promptly report billing errors and reasonably cooperate in their resolution. A payment dispute does not itself determine whether an obligation is owed. LPM may contest unsupported disputes and recover amounts actually due and legally recoverable enforcement costs under Section 6. Nothing herein prohibits a good-faith billing complaint or waives payment-dispute rights that cannot lawfully be waived.
Completed services that conform to the Agreement are nonrefundable, subject to the express remedies herein and nonwaivable rights. Where a package component is not delivered, LPM shall provide an appropriate refund, invoice reduction, or discount reasonably reflecting that component's allocated share of the package price. LPM shall explain the allocation upon request. Failure of one component does not entitle Client to a refund for unrelated services properly performed.
3. Intellectual Property, License Scope, and Usage Restrictions
Payment purchases the services and limited usage rights expressly granted, not ownership of the Media. As between LPM and Client, LPM retains all copyright and other intellectual property rights in Media owned by LPM. The Order does not commission a work made for hire for Client or assign copyright to Client. Any ownership transfer requires a separate signed agreement. Music, stock materials, software-generated elements, and other third-party assets remain subject to the rights of their respective owners or licensors. No rights beyond those owned or lawfully controlled by LPM are granted. The licenses below become effective upon full payment, unless LPM expressly authorizes earlier use in writing.
For property placed, or intended to be placed, on a Multiple Listing Service ("MLS"), Client receives a limited, nonexclusive, nontransferable license to use the Media solely to market the identified property under the original listing engagement and representation. There is no fixed one-year expiration while that same listing engagement remains in effect. A pending sale remains within the license through closing. Subject to the limited exceptions below, the license terminates automatically upon closing of the sale, execution of a lease, withdrawal from sale, expiration or termination of the listing engagement, or transfer of representation to another agent or brokerage, whichever first occurs. A new listing engagement or change of representation requires LPM's written authorization and may require an additional license fee.
An agent who represented the seller through closing may create posts announcing that sale for thirty (30) calendar days following closing. This extension authorizes sold-announcement use only and does not establish continuing portfolio, advertising, or general promotional rights. No new use is authorized after that period without LPM's written consent.
Previously authorized and paid-for posts and listing records may remain accessible solely as passive historical records after the applicable usage period expires. Client is not required to delete such records solely because the listing license has ended. This exception does not authorize republication, reposting, boosting, renewed or continuing paid advertising, inclusion in new marketing, or use in a subsequent listing. Active paid promotion shall cease upon expiration of the applicable usage period. Unpaid or otherwise unauthorized uses do not qualify for this exception.
For Airbnb, short-term rental, hospitality, architectural, and other property work not commissioned for an MLS listing, the named paying Client receives a nonexclusive license without a fixed expiration date for the identified property and the business purpose agreed in the Order. That license does not automatically transfer to a purchaser, replacement property manager, agent, or other business. Resale, assignment, or a materially different commercial purpose requires LPM's written consent. Use for a later MLS listing requires authorization under the MLS licensing provisions above. Hosting duration and third-party asset restrictions remain separately applicable.
During the authorized usage period, Client may furnish Media to its listing team, brokerage, and marketing vendors solely to perform the authorized marketing on Client's behalf. Ordinary MLS submission, listing syndication, and property-portal display are permitted, including limited platform permissions reasonably necessary for that authorized use and passive historical listing records. No independent commercial reuse, resale, or subsequent listing license is conferred upon those recipients. Client shall obtain LPM's written approval before granting a platform rights broader than those provided by this Agreement.
Client shall not sell, transfer, sublicense, or furnish Media to another agent, builder, designer, owner, or business for that party's independent use without LPM's prior written consent, except as expressly authorized above. LPM may independently relicense property-only Media to another authorized client. Such relicensing does not revive a former Client's expired rights and does not authorize another person's use of Client's name, likeness, voice, or branding.
For otherwise authorized uses, Client may crop, resize, compress, or add ordinary logos and text, provided the changes do not misrepresent the property, remove required notices, or materially alter the depicted condition. Substantial filters, retouching, new virtual staging, changes to property features, and substitution or alteration of video music require LPM's prior written approval. Client is responsible for modifications made by Client or its vendors.
Third-party music and other licensed assets may be used only as incorporated in the finished deliverable and within the rights applicable to the commissioned use. Extraction and separate reuse are prohibited. Client shall disclose nonstandard distribution requirements before booking, including television use or distribution beyond the agreed marketing purpose. LPM shall disclose material usage restrictions applicable to assets it supplies. Client represents that it possesses sufficient rights to supplied songs, logos, scripts, footage, and other materials, and authorizes their use for the Order. LPM may reject materials of uncertain or unauthorized origin. Client shall promptly report platform copyright claims so LPM may provide appropriate licensing support, a permitted replacement, or another reasonable correction; uninterrupted platform acceptance is not warranted.
4. Client Authority, Third-Party Claims, and Indemnification
Client represents and warrants that it has authority to commission the services, grant or arrange lawful property access, furnish Client-supplied materials, and authorize the uses contemplated by the Order. Client shall obtain required permissions from owners, tenants, occupants, and other persons or entities within Client's responsibility before the appointment. Client shall identify any restrictions affecting access, capture, privacy, or intended publication before LPM accepts the Order.
To the extent permitted by applicable law, Client shall indemnify, defend, and hold harmless LPM and its members, owners, managers, employees, and independent contractors acting on LPM's behalf (collectively, the "Protected Parties") from third-party claims, liabilities, judgments, damages, and reasonable defense costs, including reasonable attorneys' fees, to the extent caused by Client's breach of this Agreement, lack of required authority or permission, unlawful supplied materials, unauthorized or misleading use of Media, failure to make required disclosures, or negligent or wrongful conduct. Covered conduct includes Client-controlled hazards, animals, or occupant conduct to the extent attributable to Client's breach or fault. Client is not required to indemnify a Protected Party for that Protected Party's own negligence or wrongful conduct.
LPM shall provide prompt notice of a claim for which indemnification is sought and reasonable cooperation in its defense. Subject to applicable insurer rights, defense counsel shall be reasonably acceptable to LPM. No settlement may admit fault on behalf of, or impose a nonmonetary obligation upon, the other party without that party's written consent. This Section addresses third-party claims; direct contractual enforcement and associated fee recovery are governed by Section 6.
5. Limited Remedies, Warranty Disclaimers, and Limitation of Liability
LPM shall exercise reasonable care in performing the agreed services. Client shall promptly identify missing, corrupted, or materially defective deliverables and afford LPM a reasonable opportunity to correct the deficiency or perform a targeted reshoot without an additional service charge. If correction or reshooting cannot reasonably resolve the failure, LPM shall refund or release Client from payment for the affected service, with package allocations determined under Section 2. Properly completed portions remain payable. Subject to the exceptions below and applicable law, these constitute Client's exclusive service-performance remedies. Differences in subjective taste, unaccepted shot requests, and property changes after capture are not material defects.
Except for obligations expressly stated in this Agreement and warranties that cannot lawfully be disclaimed, LPM disclaims other express or implied warranties concerning the services or Media, including implied warranties of merchantability, fitness for a particular purpose, and suitability for uses outside the Order. No sale, lease, price, rental income, audience reach, inquiry volume, marketing performance, or other commercial outcome is promised. A property's failure to sell or lease, reduced interest, price reductions, or Client's belief that the Media did not benefit the listing shall not, standing alone, constitute a service defect or entitle Client to a refund, credit, or damages. This disclaimer does not negate LPM's express delivery, correction, or refund obligations.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PROTECTED PARTIES TO CLIENT FOR ECONOMIC LOSS ARISING FROM THE PRODUCTION, EDITING, LICENSING, DELIVERY, STORAGE, OR HOSTING OF AN ORDER SHALL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE OR SERVICES WITHIN THAT ORDER. THIS LIMIT EXPRESSLY INCLUDES CLAIMS FOR BREACH OF CONTRACT AND ORDINARY NEGLIGENCE IN THOSE ACTIVITIES. CLIENT'S RELATED CLAIMS SHARE ONE AGGREGATE LIMIT REGARDLESS OF THE NUMBER OF LEGAL THEORIES OR PROTECTED PARTIES NAMED. REFUNDS OR CREDITS FOR THE SAME FAILURE COUNT TOWARD THAT LIMIT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST COMMISSIONS, LOST PROFITS, MISSED SALES, OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF THE ORDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.
The foregoing limitations and exclusions do not apply to fraud, willful misconduct, gross negligence, bodily injury or physical property damage caused by a Protected Party, or liability that applicable law prohibits limiting. They do not eliminate the express remedies promised herein. A court's separate award of attorneys' fees and litigation costs under Section 6 is governed by that Section rather than the service-fee damages cap. These provisions allocate the risks of ordinary media services and do not create or guarantee insurance coverage.
Variations attributable to display calibration, printing, platform processing, or compression are not defects in the original deliverables. Client shall use the appropriate delivered format and comply with the receiving platform's requirements. This provision does not excuse materially defective original work supplied by LPM.
6. Governing Law, Dispute Resolution, and Enforcement Costs
This Agreement shall be governed by Arkansas law, without regard to conflict-of-law principles that would select another jurisdiction's law, and subject to controlling federal law. State-court proceedings shall be brought in a court of competent jurisdiction in Faulkner County, Arkansas. Proceedings within federal jurisdiction shall be brought in the federal court having jurisdiction and serving Faulkner County. The parties consent to those forums to the extent legally permitted; nothing herein creates subject-matter jurisdiction.
Before commencing ordinary litigation, the complaining party shall provide written notice describing the dispute and requested relief, and the parties shall attempt good-faith resolution. If direct resolution fails, the parties shall attempt mediation before a mutually acceptable neutral mediator in Faulkner County, or remotely by agreement. Either party may initiate that process by written request. Mediator fees shall be shared equally unless otherwise agreed or required by law; each party initially bears its own participation costs. Unless the parties agree to an extension, either party may proceed to litigation if the matter remains unresolved thirty (30) calendar days after the written mediation request, including if the other party declines to participate.
The notice and mediation requirements do not prevent a party from seeking temporary or emergency judicial relief, filing to preserve a legal deadline, using a legally available small-claims procedure, or bringing an action solely to collect an undisputed amount due under the Agreement. Such an action remains subject to other applicable notice requirements. No binding arbitration or contractual jury-trial waiver is required by these Terms.
In an action to enforce the Agreement, the prevailing party may recover reasonable attorneys' fees and court costs to the extent permitted by applicable law and awarded by the court. This provision applies to either party and is not an automatic award. Mediation alone does not establish a prevailing party. Other collection expenses are recoverable only when legally authorized. For nonpayment, unauthorized Media use, or another material breach, LPM may pursue available damages and appropriate injunctive or equitable relief, subject to the proof and procedural requirements imposed by law; duplicate recovery is not permitted.
7. Limited Non-Solicitation and Non-Circumvention
For twelve (12) months after an editor, shooter, contractor, or other service provider last participates in Client's LPM project, Client shall not knowingly target that person or business, first introduced to Client through LPM, to solicit or procure competing services directly for the purpose of circumventing LPM, without LPM's prior written consent.
This restriction does not apply to a documented working relationship predating LPM's introduction, general job advertisements not directed at LPM's personnel, or unsolicited approaches not encouraged by Client to evade this restriction. It does not prohibit a worker from seeking work generally. Any relief for a proven breach is limited to remedies available under applicable law and Section 6; no fixed penalty or automatic damages award is established.
8. Delivery, Client Review, and Revisions
Standard photographs and floor plans shall be made available by the morning after the photographer completes and departs the applicable shoot. Time is measured at the property's location. Media captured during a later exterior return has a separate delivery period; that return does not extend the deadline for previously captured work.
Three-dimensional tours are ordinarily delivered the morning after the shoot. Videos and advanced services are ordinarily delivered within forty-eight (48) hours, but these delivery periods are estimates, not guaranteed deadlines. Complexity, workload, and required Client input may affect those services. Video is delivered as a finished version, not a preliminary draft. A different binding delivery date requires the parties' written agreement. The photograph and floor-plan deadline is subject only to agreed exceptions, missing necessary Client input affecting that work, and qualifying disruptions under Section 17; ordinary workload alone does not extend it.
Delivery occurs when the finished Media is available on the designated platform and LPM sends notice to Client's designated contact. Download access may remain restricted pending payment. Client's delay in paying, reviewing a notice, or downloading does not postpone delivery. Client shall maintain accurate contact information and review Media before publication.
One consolidated round of video revisions within the original brief is included if requested in a single written submission within five (5) business days after delivery. Business days are Monday through Friday, excluding United States federal holidays. Correction of LPM's own errors does not consume that revision round. New concepts, additional footage or versions, changes after approval, and further rounds may require additional fees approved before the work is undertaken. The creative-revision period does not extinguish otherwise applicable rights concerning defects that could not reasonably have been discovered during that period.
9. Hosting, Download Availability, and Source Files
Finished photograph and video downloads shall remain available for at least ninety (90) calendar days after delivery, subject to payment, permitted suspension for breach, and Section 17. Client is responsible for downloading and maintaining independent backups. After that period, LPM may remove stored copies without further notice and has no obligation to preserve or recover them. Raw photographs, unedited footage, project files, source files, and unused captures are excluded from delivery unless separately agreed in writing. No retention period is promised for those materials.
LPM-managed tours and property websites include one (1) year of hosting beginning on first delivery. Hosting expires at the end of that period and is not maintained thereafter unless LPM agrees to an extension. Client shall request any extension before expiration; additional fees may apply as agreed. No automatic renewal, expiration reminder, transfer, or post-expiration recovery is promised. A continuing license to use Media does not include continuing hosting. Hosting remains subject to third-party availability and Section 17; uninterrupted availability is not warranted.
10. Floor Plans, Measurements, and Boundary Illustrations
Floor plans, room dimensions, square footage, acreage, and lot-line or boundary overlays are furnished solely as approximate visual references for marketing. They are not exact representations, certified measurements, or guarantees of the property's size, room dimensions, legal living area, configuration, or boundaries. They do not establish ownership, easements, setbacks, or usable acreage and shall not substitute for a land survey, appraisal, architectural or construction plan, or independent professional measurement.
Scanning, measurement, and drawing systems may introduce inaccuracies or omit areas. Client shall independently verify relevant information before presenting it as fact or relying upon it for pricing, listing representations, contracts, financing, construction, or other decisions requiring accurate measurements or boundaries. Client shall retain required notices and disclaimers with the Media. Errors reported to LPM remain subject to the correction provisions of Section 5.
11. Virtual Enhancements and Advertising Compliance
Virtual staging, day-to-dusk conversions, sky replacement, item removal, artificial-intelligence-assisted edits, and similar enhancements may depict elements or conditions not physically present at the property. LPM may refuse instructions that conceal material damage or falsely depict permanent features, views, structural conditions, or existing improvements. Conceptual renovations and proposed improvements shall be identified as concepts rather than current conditions. Ordinary furnishing and aesthetic edits shall not falsely alter the property's structure.
Client shall review all enhanced Media before publication, report material errors, verify property-specific representations, and include or preserve disclosures required by applicable law, MLS rules, brokerage requirements, and advertising platforms. LPM does not undertake Client's independent advertising-compliance responsibilities. Client's disclosure and review obligations do not excuse LPM's own unlawful conduct or negate its reasonable-care and correction obligations. Client-caused claims involving unauthorized edits, misleading publication, or omitted disclosures are subject to Section 4.
12. Appointments, Cancellations, and Missed Access
An appointment is not reserved until confirmed by LPM. Client shall verify the property address, appointment time, services, and access instructions. Cancellations and rescheduling requests received at least twenty-four (24) hours before the appointment incur no cancellation fee. With less notice, LPM reserves the right to assess a fee not exceeding seventy-five dollars ($75.00), subject to reduction or waiver in its discretion.
The same discretionary fee may apply when access is unavailable, the property is not ready, or Client-controlled unsafe conditions prevent performance. If work cannot commence, LPM may depart after waiting fifteen (15) minutes from the later of the scheduled start time or actual arrival. Telephone contact with an agent or occupant does not substitute for usable access. LPM shall not aggregate separate cancellation, missed-access, waiting, or dispatch fees for the same missed visit.
Completed work remains payable. A replacement appointment requires a new booking and is charged at the agreed price for the services to be performed; previously completed services are not charged again unless repeated at Client's request. No cancellation fee applies when LPM cancels because of weather or its own scheduling circumstances. Weather-only returns are governed by Section 14.
13. Property Readiness, Scope, and Site Safety
Client shall ensure that the property is prepared, lawfully accessible, and reasonably safe at the scheduled time, consistent with any preparation checklist supplied by LPM. LPM is not responsible for cleaning, decluttering, staging, or relocating furniture, vehicles, or personal belongings. Client shall secure animals, disclose known hazards, and remove or identify sensitive documents, access codes, valuables, and personal items not intended to appear in Media.
If the property is unprepared, LPM may capture it as presented, limit work to accessible areas, or reschedule subject to Section 12. Subsequent cleaning, staging, landscaping, repairs, or other changes do not entitle Client to a complimentary reshoot. Special shot requests must be submitted in writing before the appointment and become binding only upon LPM's acceptance. Except for the agreed scope, LPM retains creative discretion over composition, angles, and deliverable selection. Garages, closets, outbuildings, community amenities, and other areas are included only where specified in the service or an accepted request. An agreed area omitted through LPM's error is subject to Section 5.
LPM may limit, suspend, or refuse work where conditions reasonably appear unsafe, unlawful, unsanitary, abusive, or threatening, including unsecured animals, unstable structures, exposed wiring, dangerous floors, unsafe weapon handling, or interference with safe performance. Client-caused access or safety failures may incur the single fee permitted by Section 12; undelivered portions remain subject to Sections 2 and 5. The parties shall promptly report and reasonably cooperate in documenting injury or physical property damage. Liability is governed by applicable law and this Agreement; no provision makes insurance the exclusive source of recovery or guarantees coverage.
14. Weather Conditions and Aerial Services
LPM determines whether weather permits safe exterior or aerial work. When weather prevents those services, interior services shall proceed where reasonably practicable, and LPM shall arrange an exterior or aerial return without an additional return-trip or travel fee. Outside the standard service area, that return may be deferred until LPM is next available in the area; no fixed return date is guaranteed. LPM shall communicate available scheduling. Overcast conditions or preferences for different light do not entitle Client to a complimentary return. If the affected services cannot be completed within a reasonable time, the undelivered portion is subject to Sections 2 and 5.
The remote pilot in command retains final operational authority concerning whether, where, and how any drone flight is conducted. Aerial work is subject to applicable Federal Aviation Administration requirements, airspace approvals, operating restrictions, and site-specific safety judgments. LPM may restrict or discontinue a flight because of weather, nearby people or vehicles, obstacles, access restrictions, or other safety or legal concerns. No Order requires an unsafe or unlawful flight.
Client shall arrange lawful site access and permissions within Client's control, including a permissible takeoff and landing location. LPM is responsible for required aviation approvals and pilot compliance. Property-access permission does not override flight restrictions. If aerial work cannot lawfully or reasonably be completed, LPM shall cancel that component and remove or refund its charge, including an appropriate package adjustment under Section 2. Substitution of another service requires Client's agreement. Client-caused missed access may still incur the single fee under Section 12, but undelivered aerial work shall not be billed as completed.
15. Service Area and Travel Charges
The standard service area without a travel charge is within a fifty (50) mile radius of Conway, Arkansas. Any applicable travel charge shall be disclosed in the accepted Order or quote before the appointment. For properties near the service-area boundary, the confirmed quote determines whether a charge applies. Out-of-state work is subject to a custom quote. Weather-only return visits remain governed by Section 14.
16. Service Providers, Communications, and LPM Promotional Use
LPM may engage employees, independent contractors, editors, hosting services, payment processors, and other providers to perform, support, or deliver the Order. LPM may share Client information and project Media as reasonably necessary for those purposes, including with providers outside the United States. Client shall disclose special confidentiality or processing restrictions before booking; such restrictions bind LPM only if accepted in writing. LPM shall not sell or share Client contact information for unrelated third-party marketing. Any applicable privacy notice expressly incorporated into the Order also governs.
Client consents to necessary scheduling, project, billing, and delivery communications using the contact information supplied. Nonessential email may include business news, education, and marketing, with an unsubscribe option. Opting out of marketing does not terminate necessary transactional communications. These Terms do not replace consent separately required by law for automated marketing calls or texts.
Subject to valid permissions and third-party rights, LPM reserves the right to display and use property Media for its portfolio, website, social media, and business advertising, without an obligation to await publication of the listing. Any confidentiality requirement, embargo, or publication restriction must be disclosed before the shoot and expressly accepted by LPM in writing. Client shall secure permissions within Client's authority for the contemplated capture and uses. Use of a featured person's name, image, voice, or likeness, and use of Client-supplied branding, remains limited to permissions actually granted by the rights holder. No rights of a nonconsenting third party are created by these Terms. LPM shall not knowingly publish private access codes or unrelated sensitive personal information.
17. Excusable Delay and Force Majeure
Neither party shall be responsible for delay to the extent caused by an event beyond its reasonable control, including severe weather, major utility or platform outages, governmental restrictions, or comparable unavoidable disruptions, provided the affected party gives prompt notice and takes reasonable steps to mitigate the effect. Missing required Client information or approvals suspends only the work actually dependent upon that input.
LPM shall use reasonable efforts to address technical failures, arrange substitute coverage, or reschedule affected work. If performance cannot reasonably be completed within a reasonable period, the affected services may be cancelled and the corresponding charges refunded or removed under Sections 2 and 5. Illness, equipment malfunction, and lost or corrupted files do not eliminate those correction or refund obligations. This Section does not excuse payment for services properly completed or permit ordinary workload to override the express photograph and floor-plan delivery commitment.
18. Entire Agreement, Amendments, Waiver, and Survival
Subject to the acceptance and timing provisions in Section 1, the Agreement constitutes the parties' entire understanding concerning the Order and supersedes earlier discussions concerning the same work, without displacing the accepted scope, price, or expressly approved exceptions. A specific exception accepted in writing by both parties controls only the issue it expressly addresses; otherwise, these Terms govern. Subsequent amendments require mutual written assent, which may be evidenced by clear email or text agreement. Unilateral changes to a website do not amend an existing Order.
LPM may elect not to assess a fee, reduce a charge, or waive a requirement for a particular occurrence. Such an accommodation is limited to that occurrence and does not amend the Agreement, establish a continuing practice binding upon LPM, or waive enforcement in another instance. Delay or partial enforcement does not alone relinquish a right. A discretionary waiver by LPM does not require Client's signature.
The standing application of an accepted version continues until replaced by a revised version affirmatively accepted by Client or terminated for future Orders by either party's written notice received before a new Order is accepted. Such notice does not cancel or modify an existing Order, discharge accrued obligations, or affect provisions that survive completion or termination.
Revised Terms govern only upon Client's affirmative acceptance of that revised version. Posting a revision online, entering an Order for Client, or relying on Client's acceptance of an earlier version does not, by itself, establish acceptance of revised Terms. An Order already formed under an accepted version remains governed by that version unless the parties expressly agree otherwise in writing. Acceptance of a revision does not, without a separate express agreement, retroactively change that Order or release an accrued claim. First acceptance at delivery or download is subject to Section 1.
Client may not assign the Agreement or transfer usage rights without LPM's written consent, except for the limited permissions expressly granted in Section 3. The Protected Parties are intended beneficiaries of the protections expressly extended to them; no other third-party beneficiary is created.
Payment duties, ownership rights, applicable license restrictions, indemnification, liability limitations, dispute provisions, agreed confidentiality, and other obligations intended by their nature to continue shall survive completion, expiration, or termination. If a provision is held invalid or unenforceable, it shall be ineffective only to the extent required by law, and the remainder shall remain operative to the extent legally permitted. Nothing in the Agreement waives a right or remedy that applicable law makes nonwaivable.