2021-484-E-Visitor Bureau-Photoshelter- Cloud base digital asset management platform licensing agreement

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Exhibit 1 PHOTOSHELTER BRANDS ACCOUNT SERVICE AGREEMENT THIS PHOTOSHELTER BRANDS ACCOUNT SERVICE AGREEMENT (this “Agreement”) is made on 9/20/2021 between Chapel Hill/Orange County Visitors Bureau, with offices at 501 West Franklin Street, Chapel Hill, North Carolina, 27516, United States (“Client”), and PhotoShelter, Inc., a Delaware corporation, with offices at 111 Broadway, 19th Floor New York, New York 10006 (“PhotoShelter”). Capitalized terms not defined herein shall have the meaning set forth on the Order Form which references this Agreement. The parties agree as follows: 1. DEFINITIONS. “PhotoShelter Brands” means the PhotoShelter multi‐user digital asset management software and tools provided by PhotoShelter for purposes such as posting, archiving, editing, managing, organizing, distributing, accessing and/or selling digital copies of Posted Content, and all software, interfaces, tools, utilities, templates, forms, and other technologies (and any related intellectual property) relating thereto, excluding Posted Content. “Posted Content” means photographs or other content provided by Client through the Services. “Site” means PhotoShelter.com. “Services” means the PhotoShelter Brands service and any other services provided by PhotoShelter on the Site or pursuant to any Order Form. “Confidential Information” shall mean information disclosed by either Party to the other Party, including but not limited to the terms and conditions of this Agreement, trade secrets of either Party, any information relating to either Party's product plans, designs, ideas, concepts, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know‐how and any other technical or business information of either Party. 2. PHOTOSHELTER SERVICES; SITE OPERATION. 2.1. Services. PhotoShelter shall use commercially reasonable efforts to operate the Services for Client in accordance with the applicable Order Form. Subject to the terms and conditions of this Agreement, PhotoShelter grants Client a non‐exclusive, non‐transferable license to use and access the Services solely for (a) Client’s internal business purposes and (b) to display, sell and deliver Client’s images on the Services to Client’s Registered Users (defined below) in accordance with this Agreement. 2.2. Access and Account Setup. Initial registration will be performed manually by a designated PhotoShelter Client Services representative. As part of the implementation process, Client will identify an administrative user name and password that will be used to set up Client’s account for the Services, and Client will need to register one or more individuals as an Account Administrator. Accounts and passwords DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC