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2022-471-E-Economic Dev-PhotoShelter-Cloud based digital asset management platform licensing agteement
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2022-471-E-Economic Dev-PhotoShelter-Cloud based digital asset management platform licensing agteement
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Last modified
9/19/2022 11:03:14 AM
Creation date
9/19/2022 11:02:56 AM
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Contract
Date
9/15/2022
Contract Starting Date
9/15/2022
Contract Ending Date
9/19/2022
Contract Document Type
Contract
Amount
$7,348.95
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Content by:(1)providing each Registered User with a username and password to access the Posted <br />Content;(2)password-protecting Client ’s gallery on the Services that contains the Posted Content and <br />sharing the password with Registered Users to whom Client wishes to grant access or (3)designating the <br />Posted Content as publicly viewable or downloadable by anyone,using the applicable feature on the <br />Services (in both cases any end user who downloads or accesses such Posted Content shall constitute a <br />Registered User).Only Client-appointed Account Administrators and Editors may set up new Registered <br />Users via the Services for access to Client Posted Content.Client will check and update the Registered <br />User access permissions regularly to ensure such permissions remain accurate and complete. <br />PhotoShelter shall have no responsibility or liability for (a)Client ’s failure to maintain or update <br />Registered User authorization or (b)any unauthorized use,sharing,or disclosure of any passwords <br />provided to Registered Users. <br />4.Provisions for Selling Content via the PhotoShelter Brands Account: <br />4.1.Selling Content.Client may elect to offer a portion or all of its Posted Content for licensing or sale <br />as prints and products (Client ’s "Offered Content").In order to post Offered Content,Client will need to <br />obtain a merchant account from one of the billing services supported by the Services (each a "Billing <br />Service"),such as PayPal,Stripe,TouchNet or Authorize.net.Please note that the Billing Services <br />supported by the Services may be changed from time to time at the sole discretion of PhotoShelter, <br />provided that PhotoShelter will notify Client if PhotoShelter stops supporting the Billing Service currently <br />in use by Client in connection with the Services.With respect to each image contained in Client ’Offered <br />Content,Client will need to select from a list provided by the Services (a)the category of rights being <br />offered for sale, and (b) the price for each such category of rights. <br />4.2.Fees.In the event this sales capability is activated,Client agrees to pay PhotoShelter a fee of 8%of <br />all completed purchasing transactions that are initiated through the Services (“Transaction Fee”),which <br />is applied to Client’s monthly invoice.In the event that Client chooses to use one of PhotoShelter ’s third <br />party fulfillment partners,Client will also be charged for the wholesale cost of printing and shipping, <br />according to the fee schedule available inside the Client account for the chosen third party fulfillment <br />partner.PhotoShelter reserves the right to change the Transaction Fee at any time,upon prior notice to <br />Client.Wholesale costs for printing and shipping may vary over time,and PhotoShelter will provide the <br />Client with at least 30 days notice when third party prices change. <br />5. Provisions for Optional AI Auto-Tagging via the PhotoShelter Brands Account <br />5.1 Optional Add-On Feature.Upon Client’s request and as agreed upon by the parties in an Order <br />Form,PhotoShelter shall utilize Third Party Services,or other software,tools and technologies,including <br />automated processing tools and image-recognition technologies,designed to apply to the Posted <br />Content labels,tags,keywords,or other marks identifying a particular individual,group,location,event, <br />date,time period,subject matter,topic,theme,or other feature or content (the “Auto-Tagging <br />Services”). <br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423
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