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DocuSign Envelope ID:576DD5DB-E4A9-406B-8F7C-CC4EF3C2484F
<br /> Exhibit 1
<br /> and (ii) the provisions of Sections 1 (Definitions), 2.5 (Limitations), 2.9 (Copyright), 2.10 (International
<br /> Access), 6.1 (Proprietary Rights -- Client), 6.2 (Proprietary Rights --PhotoShelter), 6.3 (Restrictions), 6.4
<br /> (Feedback), 9 (Third Party Services), 10 (Indemnification), 11 (Disclaimer of Warranties and Limitation on
<br /> Liability), 12 (Miscellaneous) and this Section 8.3 (Effects of Termination) shall survive.
<br /> 9. THIRD PARTY SERVICES. The purchase of any services provided by third parties through the Services
<br /> ("Third Party Services"), including without limitation any fulfillment services for orders of Posted Content,
<br /> image tracking services, website templates, analytics packages, or ancillary photo editing or processing
<br /> services, is at Client's own risk. Client acknowledges and agrees that(a)any transaction with a Third Party
<br /> Service provider ("Third Party Service Provider") is solely between Client and the applicable Third Party
<br /> Service Provider; (b) any content transmitted by Client to any Third Party Service Provider is at Client's
<br /> own risk; (c) PhotoShelter does not make any representation or warranty about any Third Party Services
<br /> or Third Party Service Providers; and (d) PhotoShelter will not be responsible or liable for any aspect of
<br /> any transaction between Client and any Third Party Service Provider. PhotoShelter will endeavor to
<br /> provide notification when a service is a Third Party Service.
<br /> 10. INDEMNIFICATION. To the extent permissible by law, each party agrees to indemnify and hold
<br /> harmless the other party and each of the other party's directors, officers, shareholders, employees or
<br /> members from and against any and all allegations, third party claims, demands, suits, actions or other
<br /> proceedings and any corresponding liabilities, costs, settlement amounts, expenses (including reasonable
<br /> attorney's fees) or other losses paid to third parties arising from or relating to (i) such party's material
<br /> breach of any of its representations or warranties set forth herein or (ii) in the case of Client as the
<br /> indemnifying party,to Client's or its Registered Users' use of the Services and/or any material or content,
<br /> including without limitation Posted Content or content provided by other users or third parties, it or they
<br /> submit, download, post or transmit through the Services.
<br /> 11. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY.
<br /> 11.1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN,, PHOTOSHELTER HEREBY
<br /> DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR
<br /> OTHERWISE, RELATING TO THE SITE AND THE SERVICES (INCLUDING ALL CONTENT THEREON) AND
<br /> CLIENT'S USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
<br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-
<br /> INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN
<br /> SUCH JURISDICTIONS,THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO CLIENT.
<br /> 11.2. LIMITATION ON LIABILITY. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND
<br /> INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER
<br /> PARTY SHALL BE LIABLE CONCERNING THE SITE, SERVICES OR ANY CONTENT, REGARDLESS OF THE FORM
<br /> OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE,STRICT LIABILITY OR OTHERWISE), FOR
<br /> (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (B) COST OF
<br /> PROCURING SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY; OR(C) DAMAGESTHAT IN THE AGGREGATE
<br /> EXCEED THE FEES PAID OR PAYABLE OVER THE IMMEDIATELY PREVIOUS SIX MONTH PERIOD. SOME
<br /> GDSVF&H\2068506.9
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