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

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deactivate the Auto‐Tagging Services within [30] days of such notice, Client shall be deemed to have accepted such changed fees. Where applicable, a one‐time professional service setup fee for the Auto‐ Tagging Services may be owed by Client in the amount and at the time specified in the applicable Order Form. Setup fees and annual fees for Auto‐Tagging Services are non‐refundable. 5.3 Client Representations and Warranties for Auto‐Tagging Services. Client represents and warrants that Client shall use the Auto‐Tagging Services solely for lawful purposes and in strict compliance with all applicable state, federal or foreign law(s), rule(s) and regulation(s), including without limitation those related to making decisions based solely on automated processing, including profiling. 5.4 Client acknowledges and agrees that: ● PhotoShelter may utilize Third Party Service Providers to perform the Auto‐Tagging Services. ● The labels, tags, keywords, or other marks identifying a particular individual, group, location, event, date, subject, topic, theme, or other feature or content (the “Auto‐Tags”) will not be merged to industry standard IPTC fields and, as such, will only be accessible for Posted Content available and accessed on or through the Services, unless otherwise requested by Client and agreed to by PhotoShelter prior to removal of such Posted Content by Client from the Services. ● PhotoShelter or the applicable Third Party Service Provider may utilize Posted Content that is subject to the Auto‐Tagging Service to create Derived Data. “Derived Data” means data elements derived from Posted Content via mathematical, logical or other types of transformations. Derived Data will be fully anonymized and aggregated, such that it is not possible to identify Client, or the subject(s) of any of the Posted Content. Derived Data will be the property of PhotoShelter or its applicable Third Party Service Provider. PhotoShelter or its Third Party Service Provider may use Derived Data for product improvement, algorithm training and other internal purposes. ● The Auto‐Tagging Services are provided “AS IS” and Client’s use is at its own risk. PhotoShelter does not and cannot guarantee the accuracy or completeness of any Auto‐Tags made available by or to Client in connection with the Auto‐Tagging Services. ● PhotoShelter may discontinue the Auto‐Tagging Services at any time in PhotoShelter’s sole discretion. 6. REPRESENTATIONS AND WARRANTIES. 6.1. General. Each party represents and warrants that (a) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound. 6.2. By Client. Client represents and warrants that (a) Client owns all rights, title and interest in and to the Posted Content, or has otherwise secured all necessary rights in the Posted Content as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement or as otherwise authorized by Client through the Services, including without limitation to Registered Users and (b) the Posted Content does not (i) include any virus, worm, Trojan horse or other harmful, malicious or disabling code or device or that is designed to damage or allow unauthorized access to the Site or Services DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC