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code of the Services,or the underlying ideas,algorithms or trade secrets therein;(c)encumber, <br />sublicense,transfer,rent,lease,time-share or use any portion of the Services in any service bureau <br />arrangement or otherwise for the benefit of any third party;(d)copy,distribute,manufacture,adapt, <br />create derivative works of,translate,localize,port or otherwise modify any aspect of the Services;(e)use <br />or allow the transmission,transfer,export,re-export or other transfer of any product,technology or <br />information it obtains or learns pursuant to this Agreement (or any direct product thereof)in violation of <br />any export control or other laws and regulations of the United States or any other relevant jurisdiction; <br />or (f) permit any third party to engage in any of the foregoing proscribed acts. <br />7.4.Feedback.PhotoShelter appreciates all of our users’interest in improving and expanding the <br />Services.If Client chooses to send to PhotoShelter (through any channel)any content,information, <br />ideas,suggestions or other materials relating to the Site,Services or PhotoShelter ’s business <br />(“Feedback”),Client hereby assigns such Feedback to PhotoShelter,and Client agrees that PhotoShelter <br />is free to use any Feedback,for any purposes whatsoever,including,without limitation,developing and <br />marketing products and services, without any liability or payment of any kind to Client. <br />8.PAYMENT;FEES.Unless otherwise specified in an Order Form,through Client’s account settings or as <br />otherwise agreed to by PhotoShelter in writing,Client shall pay to PhotoShelter the fees as set forth on <br />an Order Form within thirty (30)days of an invoice from PhotoShelter.PhotoShelter reserves the right to <br />immediately suspend and/or terminate access to Client’s account for late payment or nonpayment.Upon <br />making payment,Client access to the account would be promptly restored.PhotoShelter reserves the <br />right to change the fees charged for the Services at any time;provided that if such change applies to the <br />services Client receives from PhotoShelter,PhotoShelter shall provide Client with reasonable prior notice <br />of the change,and Client may terminate any outstanding Order Form applicable to the affected service <br />within fifteen (15)days of receiving such notice from PhotoShelter.Such termination shall be effective <br />upon the earlier of (a)thirty (30)days from the date Client provides notice of termination or (b)the first <br />day upon which the new fee becomes effective. <br />9.TERM; TERMINATION. <br />9.1.Term.This Agreement shall commence on the effective date set forth on an applicable Order Form <br />and,unless otherwise indicated on an applicable Order Form,shall continue until terminated by either <br />party in accordance with the provisions set forth herein. <br />9.2.Termination.Either party may terminate this Agreement (a)for the other party ’s material breach of <br />this Agreement if such breach is not cured within fifteen (15)days of the non-breaching party providing <br />notice to the breaching party or (b) upon thirty (30) days’ written notice to the other party. <br />9.3.Effect of Termination.Client will remain obligated to pay any fees for any Services or additional <br />resources incurred prior to termination,and in the event of any outstanding unpaid balance,Client shall <br />promptly remit such outstanding amounts to PhotoShelter upon termination.Upon termination,Client <br />may request a copy of all Client Posted Content via CD-ROM or other storage media which is at such time <br />supported by the Services for a fee of $250 per hour it takes to perform the download and migration of <br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423