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

Browse Search

Content as publicly viewable or downloadable by anyone, using the applicable feature on the Services (in both cases any end user who downloads or accesses such Posted Content shall constitute a Registered User). Only Client‐appointed Account Administrators and Editors may set up new Registered Users via the Services for access to Client Posted Content. Client will check and update the Registered User access permissions regularly to ensure such permissions remain accurate and complete. PhotoShelter shall have no responsibility or liability for (a) Client’s failure to maintain or update Registered User authorization or (b) any unauthorized use, sharing, or disclosure of any passwords provided to Registered Users. 4. Provisions for Selling Content via the PhotoShelter Brands Account: 4.1. Selling Content. Client may elect to offer a portion or all of its Posted Content for licensing or sale as prints and products (Client’s "Offered Content"). In order to post Offered Content, Client will need to obtain a merchant account from one of the billing services supported by the Services (each a "Billing Service"), such as PayPal, Stripe, TouchNet or Authorize.net. Please note that the Billing Services supported by the Services may be changed from time to time at the sole discretion of PhotoShelter, provided that PhotoShelter will notify Client if PhotoShelter stops supporting the Billing Service currently in use by Client in connection with the Services. With respect to each image contained in Client’ Offered Content, Client will need to select from a list provided by the Services (a) the category of rights being offered for sale, and (b) the price for each such category of rights. 4.2. Fees. In the event this sales capability is activated, Client agrees to pay PhotoShelter a fee of 8% of all completed purchasing transactions that are initiated through the Services (“Transaction Fee”), which is applied to Client’s monthly invoice. In the event that Client chooses to use one of PhotoShelter’s third party fulfillment partners, Client will also be charged for the wholesale cost of printing and shipping, according to the fee schedule available inside the Client account for the chosen third party fulfillment partner. PhotoShelter reserves the right to change the Transaction Fee at any time, upon prior notice to Client. Wholesale costs for printing and shipping may vary over time, and PhotoShelter will provide the Client with at least 30 days notice when third party prices change. 5. Provisions for Optional AI Auto‐Tagging via the PhotoShelter Brands Account 5.1 Optional Add‐On Feature. Upon Client’s request and as agreed upon by the parties in an Order Form, PhotoShelter shall utilize Third Party Services, or other software, tools and technologies, including automated processing tools and image‐recognition technologies, designed to apply to the Posted Content labels, tags, keywords, or other marks identifying a particular individual, group, location, event, date, time period, subject matter, topic, theme, or other feature or content (the “Auto‐Tagging Services”). 5.2 Fees. The Auto‐Tagging Services can be activated on request through PhotoShelter Customer Success representatives and entering into an Order Form for the Auto‐Tagging Services. In the event the Auto‐ Tagging Services are activated, Client agrees to pay PhotoShelter an additional fee for the Auto‐Tagging Services in the amount specified in the applicable Order Form, which shall be applied to Client’s monthly or annual invoice, as applicable. PhotoShelter reserves the right to change the fees for Auto‐Tagging Services at any time, upon prior notice to Client. If PhotoShelter does not receive a request from Client to DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC