MEDIA SERVICES AGREEMENT
URBAN MEASURE INC.

_{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.}

_‍