Media Services Agreement

This Media Services Agreement (the “Agreement”) constitutes a legally binding agreement between Urban Measure Inc. (“Urban Measure”) and the Customer identified in the applicable Order. By submitting a service Order for media services, the Customer agrees to be bound by the terms of this Agreement. If the Customer does not agree to the terms of this Agreement, the Customer shall not submit an Order for Media Services.

1. Formation of Contract

This Agreement becomes effective upon Urban Measure’s review and approval of a Customer Order for Media Services (the “Effective Date”). An “Order” means any formal service request, booking, purchase order, or online submission for photography, videography, drone services, 360° imaging, floor plan graphics, virtual tours, marketing websites, or related visual media services (collectively, the “Media Services”).

Upon approval of the Order, the contractual relationship between the parties is governed by:

• 1. Terms expressly agreed upon in writing between the parties;
• 2. Urban Measure’s proposal or quotation;
• 3. This Agreement;
• 4. The approved Order.

In the event of conflict, the order of precedence above shall apply.

2. Scope of Media Services

Urban Measure agrees to perform the Media Services as described in the approved Order or Statement of Work. Any modification to the scope, deliverables, timing, or location of Media Services must be agreed to in writing. Urban Measure shall use commercially reasonable efforts to perform the Media Services in accordance with industry standards applicable to real estate and commercial marketing media.

3. Fees and Payment

Fees for Media Services shall be as set forth in the approved Order or quotation. All fees are exclusive of applicable taxes. Payment terms shall be as stated in the applicable invoice. Urban Measure reserves the right to withhold delivery of Media Content until payment has been received in full. Overdue balances shall bear interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4. Access to Premises and Customer Responsibilities

The Customer shall provide Urban Measure with safe and timely access to the premises at the agreed date and time. Failure to provide at least twenty-four (24) hours’ notice of cancellation or inability to access the premises shall result in the full fee being payable. The Customer represents and warrants that:

• (a) it has the legal authority to grant access to the premises;
• (b) all persons occupying the premises have consented to the Media Services;
• (c) no restrictions exist that would prevent photography, videography, or drone operations.

The Customer is solely responsible for staging, preparation, cleanliness, and readiness of the property at the time of service.

5. Intellectual Property Ownership

All right, title, and interest, including copyright and all other intellectual property rights, in and to all photographs, videos, drone footage, 360° imagery, graphics, floor plans, websites, and related materials produced by Urban Measure (the “Media Content”) shall remain the exclusive property of Urban Measure. No ownership rights are transferred to the Customer under this Agreement.

6. License to Customer

Upon full payment of all applicable fees, Urban Measure grants to the Customer a non-exclusive, royalty-free license to use the Media Content solely for marketing and promoting the specific property for which the Media Content was produced.

Permitted uses include:

• (a) MLS® listings;
• (b) brokerage marketing;
• (c) social media promotion;
• (d) print and digital advertising;

This license is perpetual as it relates to the specific property depicted but is strictly limited in scope and does not permit any form of resale, redistribution, sublicensing, or commercial transfer of the Media Content.

Without limiting the foregoing, the Customer shall not:

• (i) sell, license, assign, or otherwise transfer the Media Content, in whole or in part, to any third party;
• (ii) provide the Media Content to builders, developers, designers, stagers, or other parties for their own marketing or commercial use;
• (iii) allow reuse of the Media Content by a subsequent listing agent or for a future listing of the property without written authorization from Urban Measure;
• (iv) use the Media Content for any purpose unrelated to the marketing and promotion of the specific property for which it was created.

Any use beyond the scope of this license requires prior written consent from Urban Measure and may be subject to additional licensing or ownership transfer fees.

7. Promotional Rights of Urban Measure

The Customer grants to Urban Measure a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, publish, display, distribute, modify, and create derivative works of the Media Content for Urban Measure’s business purposes, including but not limited to:

• (a) portfolio display;
• (b) website and social media promotion;
• (c) advertising and marketing materials;
• (d) training, recruitment, and franchise development;
• (e) award submissions and professional recognition.

Urban Measure shall not be required to obtain additional consent for such use.

8. Community and Amenity Media

Where Media Content includes imagery of common areas, building amenities, shared facilities, streetscapes, developments, or neighborhood elements not uniquely identifiable as a private interior space, Urban Measure reserves the unrestricted right to reuse and distribute such Media Content in connection with:

• (a) other properties within the same development or community;
• (b) marketing materials for similar projects;
• (c) professional network distribution.

Urban Measure shall not knowingly misrepresent private interior spaces of one property as belonging to another property.

9. Editing and Alterations

The Customer may crop or resize Media Content for formatting purposes but shall not materially alter, manipulate, or edit the Media Content in a manner that misrepresents the property. Urban Measure shall not be liable for any modifications made by the Customer or third parties after delivery.

10. Drone and Environmental Conditions

Drone and exterior Media Services are subject to weather conditions, safety considerations, airspace restrictions, and compliance with applicable aviation regulations, including Transport Canada requirements. Urban Measure reserves the right to modify, postpone, or cancel drone operations where safety or regulatory compliance requires.

11. Limitation of Liability

Urban Measure’s liability for any claims arising out of or related to Media Services shall not exceed the total fees paid by the Customer for the specific Media Services giving rise to the claim. Under no circumstances shall Urban Measure be liable for indirect, incidental, special, or consequential damages, including but not limited to lost revenue, lost listings, or lost profits.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, British Columbia and Saskatchewan and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Alberta.