|
<br />(“Malware”); (ii) violate, infringe, misappropriate or otherwise interfere with any patent, copyright,
<br />trademark, trade secret, right of privacy or publicity, or any other intellectual property, proprietary or any
<br />other right of any person or entity; (iii) contain any material which is unlawful, harmful, abusive, hateful,
<br />obscene, threatening, libelous or defamatory, false or inaccurate or otherwise objectionable; (iv) harm
<br />minors in any way, including, but not limited to, by violating child pornography laws, child sexual
<br />exploitation laws or any laws prohibiting the depiction of minors engaged in sexual conduct; or (v) violate
<br />any applicable federal, state, local or international law.
<br />6.3 By PhotoShelter
<br />PhotoShelter represents and warrants that (a) it will perform the Services in a professional and
<br />workmanlike manner; (b) the Services will perform substantially in accordance with any documentation
<br />provided by PhotoShelter to Client; (c) it will use industry standard methods to scan the Services and
<br />Content for Malware and to eradicate any found Malware and (d) it will perform its obligations in
<br />compliance with all applicable laws. In the event of any brea ches of the warranties set forth in this Section
<br />6.3, PhotoShelter’s sole responsibility, and Client’s sole remedy, will be, at PhotoShelter’s discretion, to
<br />either (i) re‐perform the Services so that they conform or (ii) refund the Client a pro‐rated portion for any
<br />fees paid by Client for the non‐conforming Services.
<br />7. PROPRIETARY RIGHTS
<br />7.1. Client. Except for the limited rights and licenses expressly granted hereunder, no other license is
<br />granted, no other use is permitted, and Client (and its licensors) shall retain all rights, title and interest
<br />(including all intellectual property and proprietary rights) in and to Posted Content.
<br />7.2. PhotoShelter. Except for the limited rights and licenses expressly granted hereunder, no other
<br />license is granted, no other use is permitted, and PhotoShelter (and its licensors) shall retain all rights,
<br />title and interest (including all intellectual property and proprietary rights) in and to the Services, the Site
<br />and all information, data, materials and content related thereto (excluding Posted Content), and all
<br />modifications and derivative works thereof (again, excluding modifications and derivative works of Posted
<br />Content), as well as all PhotoShelter trademarks, names, and logos, and all rights to patent, copyright,
<br />trade secret and other proprietary or intellectual property rights.
<br />7.3. Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly
<br />(a) use any of PhotoShelter’s Confidential Information (defined above) or proprietary information to
<br />create any service, software, documentation or data that is similar to any aspect of the Services; (b)
<br />disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code
<br />of the Services, or the underlying ideas, algorithms or trade secrets therein; (c) encumber, sublicense,
<br />transfer, rent, lease, time‐share or use any portion of the Services in any service bureau arrangement or
<br />otherwise for the benefit of any third party; (d) copy, distribute, manufacture, adapt, create derivative
<br />works of, translate, localize, port or otherwise modify any aspect of the Services; (e) use or allow the
<br />transmission, transfer, export, re‐export or other transfer of any product, technology or information it
<br />obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export
<br />DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC
|