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<br />and (ii) the provisions of Sections 1 (Definitions), 2.5 (Limitations), 2.9 (Copyright), 2.10 (International
<br />Access), 7.1 (Proprietary Rights ‐‐ Client), 7.2 (Proprietary Rights ‐‐PhotoShelter), 7.3 (Restrictions), 7.4
<br />(Feedback), 10 (Third Party Services), 11 (Indemnification), 12 (Disclaimer of Warranties and Limitation on
<br />Liability), 13 (Miscellaneous) and this Section 9.3 (Effects of Termination) shall survive.
<br />10. THIRD PARTY SERVICES. The purchase of any services provided by third parties through the Services
<br />(“Third Party Services”), including without limitation any fulfillment services for orders of Posted Content,
<br />image tracking services, website templates, analytics packages, or ancillary photo editing or processing
<br />services, is at Client’s own risk. Client acknowledges and agrees that (a) any transaction with a Third Party
<br />Service provider (“Third Party Service Provider”) is solely between Client and the applicable Third Party
<br />Service Provider; (b) any content transmitted by Client to any Third Party Service Provider is at Client’s
<br />own risk; (c) PhotoShelter does not make any representation or warranty about any Third Party Services
<br />or Third Party Service Providers; and (d) PhotoShelter will not be responsible or liable for any aspect of
<br />any transaction between Client and any Third Party Service Provider. PhotoShelter will endeavor to
<br />provide notification when a service is a Third Party Service.
<br />11. INDEMNIFICATION. To the extent permissible by law, each party agrees to indemnify and hold
<br />harmless the other party and each of the other party’s directors, officers, shareholders, employees or
<br />members from and against any and all allegations, third party claims, demands, suits, actions or other
<br />proceedings and any corresponding liabilities, costs, settlement amounts, expenses (including reasonable
<br />attorney’s fees) or other losses paid to third parties arising from or relating to (i) such party’s material
<br />breach of any of its representations or warranties set forth herein or (ii) in the case of Client as the
<br />indemnifying party, to Client’s or its Registered Users’ use of the Services and/or any material or content,
<br />including without limitation Posted Content or content provided by other users or third parties, it or they
<br />submit, download, post or transmit through the Services.
<br />12. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY.
<br />12.1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, , PHOTOSHELTER HEREBY
<br />DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR
<br />OTHERWISE, RELATING TO THE SITE AND THE SERVICES (INCLUDING ALL CONTENT THEREON) AND
<br />CLIENT’S USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON‐
<br />INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN
<br />SUCH JURISDICTIONS, THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO CLIENT.
<br />12.2. LIMITATION ON LIABILITY. EXCEPT FOR BREACHES OF CONFIDENTIALITY AND
<br />INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER
<br />PARTY SHALL BE LIABLE CONCERNING THE SITE, SERVICES OR ANY CONTENT, REGARDLESS OF THE FORM
<br />OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR
<br />(A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (B) COST OF
<br />PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR (C) DAMAGES THAT IN THE AGGREGATE
<br />EXCEED THE FEES PAID OR PAYABLE OVER THE IMMEDIATELY PREVIOUS SIX MONTH PERIOD. SOME
<br />DocuSign Envelope ID: 79107112-9BB9-477B-B662-FF2F869640FC
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