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DocuSign Envelope ID:576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F <br /> Exhibit 1 <br /> both cases any end user who downloads or accesses such Posted Content shall constitute a Registered <br /> User). Only Client-appointed Account Administrators and Editors may set up new Registered Users via the <br /> Services for access to Client Posted Content. Client will check and update the Registered User access <br /> permissions regularly to ensure such permissions remain accurate and complete. PhotoShelter shall have <br /> no responsibility or liability for(a) Client's failure to maintain or update Registered User authorization or <br /> (b) any unauthorized use, sharing, or disclosure of any passwords provided to Registered Users. <br /> 4. Provisions for Selling Content via the PhotoShelter Multi-User Account: <br /> 4.1. Selling Content. Client may elect to offer a portion or all of its Posted Content for licensing or sale as <br /> prints and products (Client's "Offered Content"). In order to post Offered Content, Client will need to <br /> obtain a merchant account from one of the billing services supported by the Services (each a "Billing <br /> Service"), such as PayPal, Stripe, TouchNet or Authorize.net. Please note that the Billing Services <br /> supported by the Services may be changed from time to time at the sole discretion of PhotoShelter, <br /> provided that PhotoShelter will notify Client if PhotoShelter stops supporting the Billing Service currently <br /> in use by Client in connection with the Services. With respect to each image contained in Client' Offered <br /> Content, Client will need to select from a list provided by the Services (a) the category of rights being <br /> offered for sale, and (b)the price for each such category of rights. <br /> 4.2. Fees. In the event this sales capability is activated, Client agrees to pay PhotoShelter a fee of 8% of <br /> all completed purchasing transactions that are initiated through the Services ("Transaction Fee"), which <br /> is applied to Client's monthly invoice. In the event that Client chooses to use one of PhotoShelter's third <br /> party fulfillment partners, Client will also be charged for the wholesale cost of printing and shipping, <br /> according to the fee schedule available inside the Client account for the chosen third party fulfillment <br /> partner. PhotoShelter reserves the right to change the Transaction Fee at any time, upon prior notice to <br /> Client. Wholesale costs for printing and shipping may vary over time, and PhotoShelter will provide the <br /> Client with at least 30 days notice when third party prices change. <br /> 5. REPRESENTATIONS AND WARRANTIES. <br /> 5.1. General. Each party represents and warrants that(a)it has full power and authority,and has obtained <br /> all approvals, permissions and consents necessary, to enter into this Agreement and to perform its <br /> obligations hereunder; (b) this Agreement is legally binding upon it and enforceable in accordance with <br /> its terms;and (c)the execution, delivery and performance of this Agreement does not and will not conflict <br /> with any agreement, instrument,judgment or understanding, oral or written, to which it is a party or by <br /> which it may be bound. <br /> 5.2. By Client. Client represents and warrants that (a) Client owns all rights, title and interest in and to <br /> the Posted Content, or has otherwise secured all necessary rights in the Posted Content as may be <br /> necessary to permit the access, use and distribution thereof as contemplated by this Agreement or as <br /> otherwise authorized by Client through the Services, including without limitation to Registered Users and <br /> (b) the Posted Content does not (i) include any virus, worm, Trojan horse or other harmful, malicious or <br /> disabling code or device or that is designed to damage or allow unauthorized access to the Site or Services <br /> GDSVF&H\2068506.9 <br />