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DocuSign Envelope ID:576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F
<br /> Exhibit 1
<br /> ("Malware"); (ii) violate, infringe, misappropriate or otherwise interfere with any patent, copyright,
<br /> trademark,trade secret, right of privacy or publicity,or any other intellectual property, proprietary or any
<br /> other right of any person or entity; (iii) contain any material which is unlawful, harmful, abusive, hateful,
<br /> obscene, threatening, libelous or defamatory, false or inaccurate or otherwise objectionable; (iv) harm
<br /> minors in any way, including, but not limited to, by violating child pornography laws, child sexual
<br /> exploitation laws or any laws prohibiting the depiction of minors engaged in sexual conduct; or(v)violate
<br /> any applicable federal, state, local or international law.
<br /> 5.3 By PhotoShelter
<br /> PhotoShelter represents and warrants that (a) it will perform the Services in a professional and
<br /> workmanlike manner; (b) the Services will perform substantially in accordance with any documentation
<br /> provided by PhotoShelter to Client; (c) it will use industry standard methods to scan the Services and
<br /> Content for Malware and to eradicate any found Malware and (d) it will perform its obligations in
<br /> compliance with all applicable laws. In the event of any breaches of the warranties set forth in this Section
<br /> 5.3, PhotoShelter's sole responsibility, and Client's sole remedy, will be, at PhotoShelter's discretion, to
<br /> either(i) re-perform the Services so that they conform or(ii) refund the Client a pro-rated portion for any
<br /> fees paid by Client for the non-conforming Services.
<br /> 6. PROPRIETARY RIGHTS
<br /> 6.1. Client. Except for the limited rights and licenses expressly granted hereunder, no other license is
<br /> granted, no other use is permitted, and Client (and its licensors) shall retain all rights, title and interest
<br /> (including all intellectual property and proprietary rights) in and to Posted Content.
<br /> 6.2. PhotoShelter. Except for the limited rights and licenses expressly granted hereunder, no other
<br /> license is granted, no other use is permitted, and PhotoShelter (and its licensors) shall retain all rights,
<br /> title and interest(including all intellectual property and proprietary rights) in and to the Services,the Site
<br /> and all information, data, materials and content related thereto (excluding Posted Content), and all
<br /> modifications and derivative works thereof(again,excluding modifications and derivative works of Posted
<br /> Content), as well as all PhotoShelter trademarks, names, and logos, and all rights to patent, copyright,
<br /> trade secret and other proprietary or intellectual property rights.
<br /> 6.3. Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly
<br /> (a) use any of PhotoShelter's Confidential Information (defined above) or proprietary information to
<br /> create any service, software, documentation or data that is similar to any aspect of the Services; (b)
<br /> disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code
<br /> of the Services, or the underlying ideas, algorithms or trade secrets therein; (c) encumber, sublicense,
<br /> transfer, rent, lease, time-share or use any portion of the Services in any service bureau arrangement or
<br /> otherwise for the benefit of any third party; (d) copy, distribute, manufacture, adapt, create derivative
<br /> works of, translate, localize, port or otherwise modify any aspect of the Services; (e) use or allow the
<br /> transmission, transfer, export, re-export or other transfer of any product, technology or information it
<br /> obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export
<br /> GDSVF&H\2068506.9
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