|
6.2.By Client.Client represents and warrants that (a)Client owns all rights,title and interest in and to
<br />the Posted Content,or has otherwise secured all necessary rights in the Posted Content as may be
<br />necessary to permit the access,use and distribution thereof as contemplated by this Agreement or as
<br />otherwise authorized by Client through the Services,including without limitation to Registered Users and
<br />(b)the Posted Content does not (i)include any virus,worm,Trojan horse or other harmful,malicious or
<br />disabling code or device or that is designed to damage or allow unauthorized access to the Site or
<br />Services (“Malware”);(ii)violate,infringe,misappropriate or otherwise interfere with any patent,
<br />copyright,trademark,trade secret,right of privacy or publicity,or any other intellectual property,
<br />proprietary or any other right of any person or entity;(iii)contain any material which is unlawful,
<br />harmful,abusive,hateful,obscene,threatening,libelous or defamatory,false or inaccurate or otherwise
<br />objectionable;(iv)harm minors in any way,including,but not limited to,by violating child pornography
<br />laws,child sexual exploitation laws or any laws prohibiting the depiction of minors engaged in sexual
<br />conduct; or (v) violate 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 breaches of the warranties set forth in this
<br />Section 6.3,PhotoShelter ’s sole responsibility,and Client ’s sole remedy,will be,at PhotoShelter ’s
<br />discretion,to either (i)re-perform the Services so that they conform or (ii)refund the Client a pro-rated
<br />portion for any 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
<br />Posted Content),as well as all PhotoShelter trademarks,names,and logos,and all rights to patent,
<br />copyright, 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
<br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423
|