Your privacy is an important concern of ours and we have created a Privacy Policy to explain how we protect your privacy. Please review the Privacy Policy posted on the Website at: https://www.vmdpros.com. The Privacy Policy is incorporated herein by reference.
VMD may allow business owners to offer specials, services, products, promotions, and other items to customers by posting and/or displaying advertisements on our Services. The entity posting an advertisement is solely responsible for all goods and services it provides to the user and for any and all injuries, damages, claims, liabilities and costs it may cause the user to suffer, directly or indirectly, in full or in part. The advertisements are not created by or affiliated with VMD and VMD does not endorse any product or service advertised. VMD makes no representations or warranties regarding the accuracy, legality or genuineness of any advertisement. You hereby irrevocably waive all rights related to, and release VMD and its subsidiaries, affiliates, partners, owners, officers, managers, employees and agents from any liabilities arising from or related to any act or omission in connection with your use of any advertised product or service.
(a) Ownership. VMD retains all right, title and interest in and to the Services (including past, present and future versions) and all technology employed to manage and deliver the Services, including VMD's proprietary online platform and all software, databases, and algorithms. In addition, all photographs, videos (including property tour videos, walkthrough videos, aerial and drone footage, short-form social media videos, and any raw or edited footage), virtual staging, interactive floor plans, 3D walkthroughs, and any other images, recordings, depictions, or deliverables created by VMD as part of the Services, including virtually staged versions of images supplied by you (collectively, "Media Content"), are and shall remain the sole and exclusive property of VMD. The foregoing includes all related intellectual property, data and information; all enhancements, upgrades, and modifications; all inventions, discoveries, and improvements, including patents, patent applications, and certificates of invention; trade secrets, know-how, and similar rights; copyrights and other rights in works of authorship or expression; and trademarks, service marks, logos, trade dress, and content included in or otherwise part of the Services, but excluding User Content (defined below) (collectively, the "VMD IP"). You acknowledge and agree that you neither own nor acquire any rights in and to the VMD IP except as expressly granted by this Agreement. Any invention created by exploitation of the VMD IP shall automatically transfer to VMD, and you shall execute any and all legal documents necessary to perfect such transfer.
(b) VMD's Right to Use Media Content for Marketing. You acknowledge and agree that VMD creates Media Content, including photographs and videos, in part to promote its own business, and that VMD may use, reproduce, display, edit, modify, publish, and distribute any Media Content, in whole or in part, for VMD's own marketing, advertising, portfolio, website, social media, video platforms, sales, and promotional purposes, in any media now known or later developed, without notice or compensation to you. This right is perpetual, irrevocable, worldwide, and royalty-free, and survives the expiration or termination of this Agreement and the sale, lease, or delisting of the depicted property. You represent and warrant that you have obtained all permissions necessary from the property owner and any occupants for VMD to create Media Content, including photographing, filming, and recording the property, and to use such content as described in this Agreement.
(c) License to Agents. Subject to your payment of all invoices issued by VMD and your compliance with this Agreement, VMD grants you a non-exclusive, non-transferable, non-sublicensable license to use, reproduce, and display the Media Content delivered to you for the purpose of marketing the depicted property and promoting your real estate business, including on your website, social media, video platforms, multiple listing services (MLS), real estate listing platforms, brokerage materials, and print advertising. You may provide Media Content to an MLS or listing platform to the extent required to list the depicted property. You may also provide copies of Media Content to the owner of the depicted property, who may keep and use such content for personal, non-commercial purposes only. The property owner may not sell, license, or otherwise provide Media Content to any other agent, brokerage, or third party for commercial use, including the marketing or listing of the property, without VMD's prior written consent. Any music, sound recordings, or other third-party materials included in Media Content are licensed to VMD and may be used only as part of the Media Content as delivered, and may not be separately extracted or reused.
(d) No Resale or Transfer. Except as permitted in Section (c), you may not sell, resell, license, sublicense, transfer, assign, or otherwise make Media Content available to any third party, whether for compensation or not, without VMD's prior written consent. Prohibited third parties include, without limitation, other agents or brokerages, builders, developers, property managers, stagers, publications, and other media or marketing providers. Any use or transfer of Media Content not expressly permitted by this Agreement is a violation of VMD's intellectual property rights and shall automatically terminate the license granted in Section (c).
(e) Service Obligations Limited to Hiring Client. VMD's obligations with respect to Media Content, including revisions, edits, re-delivery, hosting, technical support, and customer service, are owed solely to the client who engaged and paid VMD for the applicable Services (the "Hiring Client"). VMD has no obligation to provide any service, support, or access to any other person or entity who receives or obtains Media Content, including a subsequent listing agent, property owner, or any party to whom content was provided with or without VMD's consent. Any such third party wishing to obtain services from VMD must enter into a separate agreement with VMD. You are responsible for any use of Media Content by any third party to whom you provide it.
(f) Platform Access. VMD grants you a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to access and use VMD's online platform solely in connection with delivery of the Services to you, in accordance with this Agreement and the policies and requirements specified by VMD from time to time. VMD may maintain, improve, or otherwise modify the Services at its sole discretion and may terminate this platform license at any time.
(g) User Content. VMD is not responsible for any content posted, uploaded, submitted, or otherwise supplied by you or any other user ("User Content"). You retain ownership of your User Content, but you grant VMD a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify User Content as necessary to provide the Services and to create Media Content. You represent that you own or have the necessary rights to all User Content you provide.
(h) Trademarks. The trademarks and service marks located on the Website or within the Services, including without limitation VMDPROS™, are marks of VMD and are the exclusive property of VMD. Except as expressly permitted in this Agreement, you may not use, copy, sell, display, or distribute the Services, any portion thereof, or any of VMD's trademarks, service marks, copyrights, or other intellectual property without VMD's express written permission. You may not post or otherwise make available on the Services any material protected by trademark, copyright, or other proprietary right without the express consent of the owner. The Services may include trademarks, copyrights, and other proprietary rights of third parties; you acknowledge that the Services are not endorsed or sponsored by, or affiliated with, any such third parties, and that the terms of this Agreement apply to all third-party intellectual property on the Services. You agree that you will not challenge VMD's ownership of or rights in any VMD IP.
(i) Enforcement. Any violation of this Section may constitute infringement of trademark, copyright, or other intellectual property rights and may subject you to civil and/or criminal penalties. You are solely liable for any damage resulting from your infringement of intellectual property rights, any unauthorized use or transfer of Media Content by you or any third party to whom you provided it, and any other harm resulting from your actions.
Your use of certain web sites and/or web pages within the Website also may be subject to additional specific terms as set forth therein (for example, terms that typically govern particular features or offers).
You represent and warrant that you have the authority to authorize performance of the Services by VMD and you will pay all invoices issued by VMD in connection with the Services pursuant to their terms, which are incorporated herein by reference.