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DocuSign Envelope ID:576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F <br /> Exhibit 1 <br /> control or other laws and regulations of the United States or any other relevant jurisdiction; or(f) permit <br /> any third party to engage in any of the foregoing proscribed acts. <br /> 6.4. Feedback.PhotoShelter appreciates all of our users'interest in improving and expanding the Services. <br /> If Client chooses to send to PhotoShelter (through any channel) any content, information, ideas, <br /> suggestions or other materials relating to the Site, Services or PhotoShelter's business ("Feedback"), <br /> Client hereby assigns such Feedback to PhotoShelter, and Client agrees that PhotoShelter is free to use <br /> any Feedback, for any purposes whatsoever, including, without limitation, developing and marketing <br /> products and services, without any liability or payment of any kind to Client. <br /> 7. PAYMENT; FEES. Unless otherwise specified in an Order Form, through Client's account settings or <br /> as otherwise agreed to by PhotoShelter in writing, Client shall pay to PhotoShelter the fees as set forth on <br /> an Order Form upon its receipt of an invoice from PhotoShelter. PhotoShelter reserves the right to <br /> immediately suspend and/or terminate access to Client's account for late payment or nonpayment. Upon <br /> making payment, Client access to the account would be promptly restored. PhotoShelter reserves the <br /> right to change the fees charged for the Services at any time; provided that if such change applies to the <br /> services Client receives from PhotoShelter, PhotoShelter shall provide Client with reasonable prior notice <br /> of the change, and Client may terminate any outstanding Order Form applicable to the affected service <br /> within fifteen (15) days of receiving such notice from PhotoShelter. Such termination shall be effective <br /> upon the earlier of(a) thirty (30) days from the date Client provides notice of termination or (b) the first <br /> day upon which the new fee becomes effective. <br /> 8. TERM;TERMINATION. <br /> 8.1. Term. This Agreement shall commence on the effective date set forth on an applicable Order Form <br /> and, unless otherwise indicated on an applicable Order Form, shall continue until terminated by either <br /> party in accordance with the provisions set forth herein. <br /> 8.2. Termination. Either party may terminate this Agreement (a)for the other party's material breach of <br /> this Agreement if such breach is not cured within fifteen (15) days of the non-breaching party providing <br /> notice to the breaching party or(b) upon thirty(30) days' written notice to the other party. <br /> 8.3. Effect of Termination. Client will remain obligated to pay any fees for any Services or additional <br /> resources incurred prior to termination, and in the event of any outstanding unpaid balance, Client shall <br /> promptly remit such outstanding amounts to PhotoShelter upon termination. Upon termination, Client <br /> may request a copy of all Client Posted Content via CD-ROM or other storage media which is at such time <br /> supported by the Services for a fee of$250 per hour it takes to perform the download and migration of <br /> data, for a minimum of 2 hours, and PhotoShelter shall provide such copy if Client (a) has satisfied the <br /> entire outstanding balance relating to Client's account; (b) paid the fees related to creating and <br /> distributing such copy of Client' Posted Content; and (c) is not in violation of any of the terms and <br /> conditions contained herein. Upon any expiration or termination of this Agreement, all corresponding <br /> rights, obligations and licenses of the parties shall cease, except that (i) all obligations that accrued prior <br /> to the effective date of termination (including without limitation, all payment obligations) shall survive <br /> GDSVF&H\2068506.9 <br />