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

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may be used only in accordance with the terms and conditions of this Agreement. To the extent legally permitted, (a) Client shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by Client and (b) Client hereby releases PhotoShelter from any and all liability concerning such transactions or activity. Client agrees to notify PhotoShelter immediately of any actual or suspected loss, theft or unauthorized use of its or its Registered Users’ (defined above) account or password. 2.3. Availability. PhotoShelter will use commercially reasonable efforts to ensure that PhotoShelter Brands is available 24 hours a day, 7 days a week. PhotoShelter reserves planned outages of the Services, especially those requiring downtime, for purposes such as large scale system upgrades and maintenance. PhotoShelter will notify Client as soon as reasonably practicable of any unplanned outages, and with a minimum of 72 hours before planned outages. 2.4. Site Service and Technical Support. Where needed, PhotoShelter will provide routine phone support to Account Administrators and Editors, but not to Registered Users, in respect of use of the Services during PhotoShelter’s business hours of Monday through Friday 9:00AM ET to 6:00PM ET, excluding public holidays in the United States. Client is solely responsible for providing support to its Registered Users. 2.5. Limitations. PhotoShelter will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Client Posted Content; (b) failures in telecommunications, network or other service or equipment outside of the facilities used to host the Services; (c) Client's or any third party’s products, services, negligence, acts or omissions; (d) any cause beyond PhotoShelter’s reasonable control; or (e) scheduled maintenance in accordance with the terms herein (collectively, “Downtime Exclusions”). 2.6. Modifications. PhotoShelter reserves the right to modify or discontinue any Services (in whole or in part) at any time, provided that PhotoShelter will use commercially reasonable efforts to give thirty (30) days’ prior notice to Client (via email or through the Service) of material changes to the core Services, and further provided that in the event such modification or discontinuance materially reduces the functionality of the Services used by Client in accordance with this Agreement, Client may terminate this Agreement upon at least fifteen (15) days’ prior written notice to PhotoShelter. 2.7. Backups. Although PhotoShelter uses industry standard methods to store and preserve Posted Content, including performing backups of data in near real‐time and by providing geographic server redundancy in multiple locations, including without limitation Client Posted Content, it is always a best practice to backup all important data. Therefore, PhotoShelter strongly encourages Client to perform regular backups of Client’s Posted Content, and Client acknowledges and agrees that PhotoShelter is not responsible or liable in any way for the failure to store, preserve or access Posted Content or other materials that Client transmits, stores, archives or otherwise makes available on or through the Services. 2.8. Content Removal. PhotoShelter has no obligation to screen or monitor any images, information or data for any purpose, including without limitation any Posted Content or any other content provided by users or third parties. However, if PhotoShelter becomes aware of or has reason to believe that Client or any of Client’s Posted Content is violating the terms and conditions contained herein or elsewhere on the DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC