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PHOTOSHELTER BRANDS ACCOUNT SERVICE AGREEMENT <br />THIS PHOTOSHELTER BRANDS ACCOUNT SERVICE AGREEMENT (this “Agreement”) is made on <br />9/21/2022, between Visit Chapel Hill, with offices at 308 W Franklin St, Chapel Hill, NC 27516 (“Client”), <br />and PhotoShelter, Inc., a Delaware corporation, with offices at 111 Broadway, 19th Floor, New York, New <br />York 10006 (“PhotoShelter”). Capitalized terms not defined herein shall have the meaning set forth on <br />the Order Form which references this Agreement. The parties agree as follows: <br />1. DEFINITIONS. <br />“PhotoShelter Brands” means the PhotoShelter multi-user digital asset management software and tools <br />provided by PhotoShelter for purposes such as posting, archiving, editing, managing, organizing, <br />distributing, accessing and/or selling digital copies of Posted Content, and all software, interfaces, tools, <br />utilities, templates, forms, and other technologies (and any related intellectual property) relating <br />thereto, excluding Posted Content. <br />“Posted Content” means photographs or other content provided by Client through the <br />Services. <br />“Site” means PhotoShelter.com. <br />“Services” means the PhotoShelter Brands service and any other services provided by <br />PhotoShelter on the Site or pursuant to any Order Form. <br />“Confidential Information” shall mean information disclosed by either Party to the other Party, <br />including but not limited to the terms and conditions of this Agreement, trade secrets of either <br />Party, any information relating to either Party's product plans, designs, ideas, concepts, costs, <br />prices, finances, marketing plans, business opportunities, personnel, research, development or <br />know-how and any other technical or business information of either Party. <br />2. PHOTOSHELTER SERVICES; SITE OPERATION. <br />2.1. Services.PhotoShelter shall use commercially reasonable efforts to operate the Services for Client in <br />accordance with the applicable Order Form. Subject to the terms and conditions of this Agreement, <br />PhotoShelter grants Client a non-exclusive, non-transferable license to use and access the Services solely <br />for (a) Client’s internal business purposes and (b) to display, sell and deliver Client’s images on the <br />Services to Client’s Registered Users (defined below) in accordance with this Agreement. <br />2.2. Access and Account Setup. Initial registration will be performed manually by a designated <br />PhotoShelter Client Services representative. As part of the implementation process, Client will identify <br />an administrative user name and password that will be used to set up Client’s account for the Services, <br />and Client will need to register one or more individuals as an Account Administrator. Accounts and <br />EXHIBIT I <br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423