Orange County NC Website
Browse       Search
5.2 Fees.The Auto-Tagging Services can be activated on request through PhotoShelter Customer Success <br />representatives and entering into an Order Form for the Auto-Tagging Services.In the event the <br />Auto-Tagging Services are activated,Client agrees to pay PhotoShelter an additional fee for the <br />Auto-Tagging Services in the amount specified in the applicable Order Form,which shall be applied to <br />Client’s monthly or annual invoice,as applicable.PhotoShelter reserves the right to change the fees for <br />Auto-Tagging Services at any time,upon prior notice to Client.If PhotoShelter does not receive a request <br />from Client to deactivate the Auto-Tagging Services within 30 days of such notice,Client shall be deemed <br />to have accepted such changed fees.Where applicable,a one-time professional service setup fee for the <br />Auto-Tagging Services may be owed by Client in the amount and at the time specified in the applicable <br />Order Form. Setup fees and annual fees for Auto-Tagging Services are non-refundable. <br />5.3 Client Representations and Warranties for Auto-Tagging Services.Client represents and warrants <br />that Client shall use the Auto-Tagging Services solely for lawful purposes and in strict compliance with all <br />applicable state,federal or foreign law(s),rule(s)and regulation(s),including without limitation those <br />related to making decisions based solely on automated processing, including profiling. <br />5.4 Client acknowledges and agrees that: <br />●PhotoShelter may utilize Third Party Service Providers to perform the Auto-Tagging Services. <br />●The labels,tags,keywords,or other marks identifying a particular individual,group,location, <br />event,date,subject,topic,theme,or other feature or content (the “Auto-Tags”)will not be <br />merged to industry standard IPTC fields and,as such,will only be accessible for Posted Content <br />available and accessed on or through the Services,unless otherwise requested by Client and <br />agreed to by PhotoShelter prior to removal of such Posted Content by Client from the Services. <br />●PhotoShelter or the applicable Third Party Service Provider may utilize Posted Content that is <br />subject to the Auto-Tagging Service to create Derived Data.“Derived Data”means data <br />elements derived from Posted Content via mathematical,logical or other types of <br />transformations.Derived Data will be fully anonymized and aggregated,such that it is not <br />possible to identify Client,or the subject(s)of any of the Posted Content.Derived Data will be <br />the property of PhotoShelter or its applicable Third Party Service Provider.PhotoShelter or its <br />Third Party Service Provider may use Derived Data for product improvement,algorithm training <br />and other internal purposes. <br />●The Auto-Tagging Services are provided “AS IS”and Client ’s use is at its own risk.PhotoShelter <br />does not and cannot guarantee the accuracy or completeness of any Auto-Tags made available <br />by or to Client in connection with the Auto-Tagging Services. <br />●PhotoShelter may discontinue the Auto-Tagging Services at any time in PhotoShelter ’s sole <br />discretion. <br />6.REPRESENTATIONS AND WARRANTIES. <br />6.1.General.Each party represents and warrants that (a)it has full power and authority,and has <br />obtained all approvals,permissions and consents necessary,to enter into this Agreement and to perform <br />its obligations hereunder;(b)this Agreement is legally binding upon it and enforceable in accordance <br />with its terms;and (c)the execution,delivery and performance of this Agreement does not and will not <br />conflict with any agreement,instrument,judgment or understanding,oral or written,to which it is a <br />party or by which it may be bound. <br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423