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data,for a minimum of 2 hours,and PhotoShelter shall provide such copy if Client (a)has satisfied the
<br />entire outstanding balance relating to Client ’s account;(b)paid the fees related to creating and
<br />distributing such copy of Client ’Posted Content;and (c)is not in violation of any of the terms and
<br />conditions contained herein.Upon any expiration or termination of this Agreement,all corresponding
<br />rights,obligations and licenses of the parties shall cease,except that (i)all obligations that accrued prior
<br />to the effective date of termination (including without limitation,all payment obligations)shall survive
<br />and (ii)the provisions of Sections 1 (Definitions),2.5 (Limitations),2.9 (Copyright),2.10 (International
<br />Access),7.1 (Proprietary Rights --Client),7.2 (Proprietary Rights --PhotoShelter),7.3 (Restrictions),7.4
<br />(Feedback),10 (Third Party Services),11 (Indemnification),12 (Disclaimer of Warranties and Limitation
<br />on Liability), 13 (Miscellaneous) and this Section 9.3 (Effects of Termination) shall survive.
<br />10.THIRD PARTY SERVICES.The purchase of any services provided by third parties through the
<br />Services (“Third Party Services”),including without limitation any fulfillment services for orders of
<br />Posted Content,image tracking services,website templates,analytics packages,or ancillary photo
<br />editing or processing services,is at Client’s own risk.Client acknowledges and agrees that (a)any
<br />transaction with a Third Party Service provider (“Third Party Service Provider”)is solely between Client
<br />and the applicable Third Party Service Provider;(b)any content transmitted by Client to any Third Party
<br />Service Provider is at Client’s own risk;(c)PhotoShelter does not make any representation or warranty
<br />about any Third Party Services or Third Party Service Providers;and (d)PhotoShelter will not be
<br />responsible or liable for any aspect of any transaction between Client and any Third Party Service
<br />Provider. PhotoShelter will endeavor to provide notification when a service is a Third Party Service.
<br />11.INDEMNIFICATION.To the extent permissible by law,each party agrees to indemnify and hold
<br />harmless the other party and each of the other party’s directors,officers,shareholders,employees or
<br />members from and against any and all allegations,third party claims,demands,suits,actions or other
<br />proceedings and any corresponding liabilities,costs,settlement amounts,expenses (including
<br />reasonable attorney’s fees)or other losses paid to third parties arising from or relating to (i)such party ’s
<br />material breach of any of its representations or warranties set forth herein or (ii)in the case of Client as
<br />the indemnifying party,to Client ’s or its Registered Users’use of the Services and/or any material or
<br />content,including without limitation Posted Content or content provided by other users or third parties,
<br />it or they submit, download, post or transmit through the Services.
<br />12.DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY.
<br />12.1.WARRANTY DISCLAIMER.EXCEPT AS EXPRESSLY SET FORTH HEREIN,,PHOTOSHELTER HEREBY
<br />DISCLAIMS ALL OTHER WARRANTIES,ORAL OR WRITTEN,WHETHER EXPRESS,IMPLIED,STATUTORY OR
<br />OTHERWISE,RELATING TO THE SITE AND THE SERVICES (INCLUDING ALL CONTENT THEREON)AND
<br />CLIENT’S USE THEREOF,INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,QUIET ENJOYMENT,TITLE AND
<br />NON-INFRINGEMENT.SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES.
<br />IN SUCH JURISDICTIONS, THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO CLIENT.
<br />DocuSign Envelope ID: CD0FD970-80CE-4AFC-8C81-687F53A99423
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