PHOTOSHELTER BRANDS TERMS & CONDITIONS

Updated, April 9th, 2026

PLEASE READ THIS PHOTOSHELTER BRANDS ACCOUNT SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE PHOTOSHELTER BRANDS DIGITAL ASSET MANAGEMENT SERVICES, WHICH ARE OWNED AND OPERATED BY PHOTOSHELTER, INC. (“PHOTOSHELTER”). BY CLICKING THE “SUBMIT” BUTTON ON AN ONLINE ORDER FORM OR SIGNING AN ORDER FORM WHICH REFERENCES THIS AGREEMENT (EACH, AN “ORDER FORM”), OR BY USING THE SERVICES DESCRIBED HEREIN IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT (“CLIENT”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CLIENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH ON THE ORDER FORM WHICH REFERENCES THIS AGREEMENT.

1. DEFINITIONS.

“Confidential Information” means non-public information disclosed by one Party to the other, whether written, oral, or electronic, that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms of this Agreement, trade secrets, product plans, designs, concepts, costs, pricing, financial data, marketing plans, business opportunities, personnel information, research, development, know-how, and other technical or business information.

“Library Users” means individuals who have been assigned a paid seat within the PhotoShelter platform, including associated PhotoShelter applications. They have full access to designated apps, features, and content libraries as permitted by their subscription or client account settings.

“PhotoShelter Brands” means the PhotoShelter multi-user digital asset management software and tools provided by PhotoShelter for purposes such as posting, archiving, editing, managing, organizing, distributing, accessing, and/or selling digital copies of Posted Content, and all software, interfaces, tools, utilities, templates, forms, and other technologies (and any related intellectual property) relating thereto, excluding Posted Content.

“Posted Content” means photographs, videos, audio or other content assets provided by Client through the Services.

“Registered User” means individuals who have an active PhotoShelter account and access to associated PhotoShelter applications, but do not occupy a paid seat. They can log in as Invited Users or Contributors as designated to them by the Client.

“Site” means PhotoShelter.com.

“Services” means the PhotoShelter Brands service, any associated PhotoShelter application, and any other services provided by PhotoShelter or pursuant to any Order Form. This includes but is not limited to mobile applications and Socialie by PhotoShelter, or PhotoShelter Social Distribution features.

2. PHOTOSHELTER SERVICES; SITE OPERATION.

2.1. Services. PhotoShelter shall use commercially reasonable efforts to operate the Services for Client in accordance with the applicable Order Form. Subject to the terms and conditions of this Agreement, PhotoShelter grants Client a non-exclusive, non-transferable license to use and access the Services solely for (a) Client’s internal business purposes and (b) to upload, store, organize, display, sell, access, and deliver Client’s Posted Content on the Services in accordance with this Agreement.

2.2. Access and Account Setup. Initial registration will be performed manually by a designated PhotoShelter Customer Success representative. As part of the implementation process, Client will identify an administrative user name and password that will be used to set up Client’s account for the Services, and Client will need to register one or more individuals as an Account Administrator. Accounts and passwords may be used only in accordance with the terms and conditions of this Agreement. To the extent legally permitted, (a) Client shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by Client and (b) Client hereby releases PhotoShelter from any and all liability concerning such transactions or activity. Client agrees to notify PhotoShelter immediately of any actual or suspected loss, theft, or unauthorized use of its or its Registered Users’ account or password.

2.3. Availability. PhotoShelter will use commercially reasonable efforts to ensure that PhotoShelter Brands and associated PhotoShelter applications are available 24 hours a day, 7 days a week. PhotoShelter reserves planned outages of the Services, especially those requiring downtime, for purposes such as large scale system upgrades and maintenance. PhotoShelter will notify Client as soon as reasonably practicable of any unplanned outages and with a minimum of 72 hours before planned outages.

2.4. Site Service and Technical Support. Client is responsible for providing support to its Registered Users. Where needed, PhotoShelter will provide routine support for use of the Services during PhotoShelter’s business hours of Monday through Friday 3:00 AM ET – 8:00 PM ET, excluding public holidays in the United States. Support is available at brandssupport@photoshelter.com. Urgent issues receive email support after hours, on weekends, and on public holidays in the United States.

2.5. Limitations. PhotoShelter will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Client Posted Content; (b) failures in telecommunications, network, or other service or equipment outside of the facilities used to host the Services; (c) Client’s or any third party’s products, services, negligence, acts, or omissions; (d) any cause beyond PhotoShelter’s reasonable control; or (e) scheduled maintenance in accordance with the terms herein (collectively, “Downtime Exclusions”).

2.6. Service Updates. PhotoShelter may update or improve the Services from time to time. PhotoShelter will use commercially reasonable efforts to provide thirty (30) days’ prior notice (by email or through the Service) of significant changes to the core Services.

2.7. Backups. PhotoShelter employs industry-standard practices to help safeguard Posted Content, including near real-time backups and geographic redundancy across multiple locations. Client is solely responsible for maintaining its own independent backups of all Posted Content and other materials. PhotoShelter does not guarantee that Posted Content will always be stored, preserved, or accessible, and will not be liable for any loss, corruption, or inability to access such content.

2.8. Content Removal. PhotoShelter has no obligation to screen or monitor any images, information, or data for any purpose, including without limitation any Posted Content or any other content provided by users or third parties. However, if PhotoShelter becomes aware of or has reason to believe that Client or any of Client’s Posted Content is violating the terms and conditions contained herein or elsewhere on the Services, PhotoShelter, in its sole discretion, may remove and/or delete the applicable Posted Content, suspend and/or terminate Client’s and/or Client’s Registered Users’ access to the Services, and/or pursue any other remedy or relief available to PhotoShelter under equity or law.

2.9. Copyright. PhotoShelter handles copyright infringement claims in accordance with the Digital Millennium Copyright Act, a copy of which is located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf.

2.10. Global Access and Compliance. Certain jurisdictions may restrict or prohibit access to the Site, Services, or content. PhotoShelter cannot guarantee availability or use of the Services in such jurisdictions, and Client and all Registered Users are solely responsible for complying with applicable local laws. Where legally permitted, PhotoShelter uses a global Content Delivery Network (CDN) to support access and performance worldwide. The Site and Services are generally hosted in the United States and the United Kingdom, unless otherwise mutually agreed in writing (“Jurisdictions”). Client acknowledges that any information submitted (including personally identifiable information) may be processed and stored in the Jurisdictions, and consents to such transfer, processing, and storage in accordance with U.S. laws and regulations or other applicable law.

3. LICENSEES AND USER OBLIGATIONS.

3.1. License to Posted Content. Client owns, and as between Client and PhotoShelter, will continue to own, all Posted Content. Client hereby grants and agrees to grant PhotoShelter a non-exclusive, royalty-free, fully paid up, sublicensable, worldwide right and license to use, reproduce, modify, display, perform, distribute, and create derivative works of the Posted Content solely in connection with PhotoShelter’s operation of the Services and according to the Client’s specified visibility and access permission controls, as indicated using the features and functionality made available on the Services. This license allows PhotoShelter to take actions such as creating thumbnails and other various sizes of the images that Client posts and lists on the Site or through the Services, presenting images in search results on the Services, allowing Registered Users to browse image collections, or modifying Posted Content so that PhotoShelter’s system can fulfill image download requests in multiple desired sizes to Client’s approved Registered Users. PhotoShelter claims no right to use Posted Content in any manner that goes beyond providing the Services, and PhotoShelter claims no commercial rights to Posted Content.

3.2. Registered Users. Client will use the Services to distribute Posted Content to only parties which Client approves (“Registered Users”). Client can choose to grant Registered Users access to Posted Content through industry standard secure methods. Only Client-appointed Account Administrators and Editors may set up new Registered Users via the Services for access to Client Posted Content. Client will check and update the Registered User access permissions regularly to ensure such permissions remain accurate and complete. PhotoShelter shall have no responsibility or liability for (a) Client’s failure to maintain or update Registered User authorization or (b) any unauthorized use, sharing, or disclosure of any passwords provided to Registered Users.

4. OPTIONAL FEATURES

The following provisions apply only if Client elects certain features as described below. Optional Features, if elected by Client in writing, will be reflected in any given Order Form and charged for accordingly.

4.1. E-Commerce: Client may choose to offer a portion or all of its Posted Content for licensing or sale as prints and products (“Offered Content”). To do so, Client must obtain a merchant account from a billing service supported by the Services (each, a “Billing Service”), such as PayPal, Stripe, TouchNet, or Authorize.net. Supported Billing Services may change from time to time at PhotoShelter’s sole discretion, provided PhotoShelter will notify Client if support ends for the Billing Service currently used by Client. For each image in Offered Content, Client must designate (a) the rights category offered for sale and (b) the price for each such category, as provided in the Services.

4.2 AutoTagging & Visual Search: Certain PhotoShelter services may include optional artificial intelligence tools, such as (a) Auto-Tagging Services (automated labeling and keywording of Posted Content) and (b) AI Visual Search (tools that allow searching by image similarity or content recognition). These features are not enabled by default and may be activated or deactivated at Client’s request, unless designated on an Order Form. Client’s Posted Content used with AutoTagging or Visual Search may be processed by PhotoShelter or its third-party providers solely for the purpose of delivering AutoTagging or Visual Search. PhotoShelter and its providers may generate anonymized and aggregated data derived from such processing (“Derived Data”). Derived Data will not identify Client or any individual subjects of the Posted Content. Derived Data is owned by PhotoShelter or its providers and may be used for internal product improvement, quality assurance, and algorithm training.

5. REPRESENTATIONS AND WARRANTIES.

5.1. General. Each party represents and warrants that (a) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

5.2. By Client. Client represents and warrants that (a) Client owns all rights, title and interest in and to the Posted Content, or has otherwise secured all necessary rights in the Posted Content as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement or as otherwise authorized by Client through the Services, including without limitation to Registered Users and (b) the Posted Content does not (i) include any virus, worm, Trojan horse or other harmful, malicious or disabling code or device or that is designed to damage or allow unauthorized access to the Site or Services (“Malware”); (ii) violate, infringe, misappropriate or otherwise interfere with any patent, copyright, trademark, trade secret, right of privacy or publicity, or any other intellectual property, proprietary or any other right of any person or entity; (iii) contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, libelous or defamatory, false or inaccurate or otherwise objectionable; (iv) harm minors in any way, including, but not limited to, by violating child pornography laws, child sexual exploitation laws or any laws prohibiting the depiction of minors engaged in sexual conduct; or (v) violate any applicable federal, state, local or international law.

5.3 BY PHOTOSHELTER.
PhotoShelter represents and warrants that (a) it will perform the Services in a professional and workmanlike manner; (b) the Services will perform substantially in accordance with any documentation provided by PhotoShelter to Client; (c) it will use industry standard methods to scan the Services and Content for Malware and to eradicate any found Malware and (d) it will perform its obligations in compliance with all applicable laws. The Services are provided ‘AS IS,’ and PhotoShelter makes no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any outputs or results generated through the Services. In the event of any breaches of the warranties set forth in this Section 5.3, PhotoShelter’s sole responsibility, and Client’s sole remedy, will be for PhotoShelter to re-perform the Services so that they conform.

6. PROPERTY RIGHTS.

6.1. Client. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted, and Client (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Posted Content.

6.2. PhotoShelter. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted, and PhotoShelter (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Services, the Site and all information, data, materials and content related thereto (excluding Posted Content), and all modifications and derivative works thereof (again, excluding modifications and derivative works of Posted Content), as well as all PhotoShelter trademarks, names, and logos, and all rights to patent, copyright, trade secret and other proprietary or intellectual property rights.

6.3. Restrictions. Except as expressly permitted in this Agreement, Client shall not directly or indirectly (a) use any of PhotoShelter’s Confidential Information (defined above) or proprietary information to create any service, software, documentation or data that is similar to any aspect of the Services; (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Services, or the underlying ideas, algorithms or trade secrets therein; (c) encumber, sublicense, transfer, rent, lease, time-share or use any portion of the Services in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (f) permit any third party to engage in any of the foregoing proscribed acts.

6.4. Feedback. PhotoShelter appreciates all of our users’ interest in improving and expanding the Services. If Client chooses to send to PhotoShelter (through any channel) any content, information, ideas, suggestions or other materials relating to the Site, Services or PhotoShelter’s business (“Feedback”), Client hereby assigns such Feedback to PhotoShelter, and Client agrees that PhotoShelter is free to use any Feedback, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to Client.

7. PAYMENT; FEES. Unless otherwise specified in an Order Form, through Client’s account settings or as otherwise agreed to by PhotoShelter in writing, Client shall pay to PhotoShelter the fees as set forth on an Order Form within thirty (30) days of an invoice from PhotoShelter. PhotoShelter reserves the right to immediately suspend and/or terminate access to Client’s account for late payment or nonpayment. Upon making payment, Client access to the account would be promptly restored. PhotoShelter reserves the right to change the fees charged for the Services at any time; provided that if such change applies to the services Client receives from PhotoShelter, PhotoShelter shall provide Client with reasonable prior notice of the change. Client is responsible for paying any applicable taxes, duties, or other governmental charges required by law in connection with the Services or any transaction, excluding taxes on PhotoShelter’s income.
All fees and amounts stated in this Agreement or any associated Order Form are gross amounts payable and due and exclusive of all taxes and shall be paid to PhotoShelter, Inc. in full, without any set-off, counterclaim, deduction, or withholding. If the Customer is required by applicable law to withhold or deduct any taxes (including but not limited to local withholding taxes, value-added taxes, or duties) from any payment due hereunder. The Customer shall indemnify and hold PhotoShelter, Inc. harmless from any taxes, interest, or penalties that may be asserted by any taxing authority arising from the Customer’s failure to withhold or pay any such amounts.

8. TERM; TERMINATION.

8.1. Term. This Agreement shall commence on the Effective Date set forth in the applicable Order Form (the “Initial Term”) and, unless otherwise indicated in the Order Form, shall continue for successive renewal terms (each, a “Renewal Term”) of twelve (12) months, subject to this Agreement. Renewal Terms occur at the fees stated in the Order Form, unless either PhotoShelter provides written notice of a price change, or either party opts for non-renewal, at least thirty (30) days prior to the end of the then-current term.

8.2. Termination. Either party may terminate this Agreement: (a) for the other party’s material breach if such breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party, or (b) by providing thirty (30) days’ written notice to the other party prior to the commencement of any Renewal Term. If Client terminates without a material breach by PhotoShelter, or fails to provide the required notice before a Renewal Term begins, all fees for the then-current term shall remain due and are non-refundable.

8.3. Effect of Termination. Client remains responsible for any fees incurred for Services or additional resources prior to termination and shall promptly pay any outstanding balance upon termination. Upon request, Client may obtain a copy of all Posted Content in a format supported by the Services at that time (e.g., direct download, cloud transfer, hard drive, or other electronic media). Such retrieval will be subject to a fee of $250 per hour, with a minimum of two (2) hours, to cover the time required to prepare and transfer the data. PhotoShelter will provide the copy only if (a) all outstanding balances on Client’s account have been paid in full, (b) the fees for data retrieval have been paid, and (c) Client is not in violation of any terms of this Agreement.

Upon expiration or termination of this Agreement, all rights, obligations, and licenses granted hereunder shall cease, except that: (i) obligations accrued prior to termination, including payment obligations, shall survive; and (ii) the provisions of Sections 1 (Definitions), 2.5 (Limitations), 2.9 (Copyright), 2.10 (IGlobal Access and Compliance), 6.1 (Proprietary Rights – Client), 6.2 (Proprietary Rights – PhotoShelter), 6.3 (Restrictions), 6.4 (Feedback), 9 (Third Party Services), 10 (Indemnification), 11 (Disclaimer of Warranties and Limitation of Liability), 12 (Miscellaneous), and this Section 8.3 (Effects of Termination) shall survive.

9. THIRD PARTY SERVICES. The purchase of any services provided by third parties through the Services (“Third Party Services”), including without limitation any print and product fulfillment services for orders of Posted Content, integrated design software or social media tools, image tracking services, website templates, analytics packages, or ancillary photo editing or processing services, is at Client’s own risk. Client acknowledges and agrees that (a) any transaction with a Third Party Service provider (“Third Party Service Provider”) is solely between Client and the applicable Third Party Service Provider; (b) any content transmitted by Client to any Third Party Service Provider is at Client’s own risk; (c) PhotoShelter does not make any representation or warranty about any Third Party Services or Third Party Service Providers; and (d) PhotoShelter will not be responsible or liable for any aspect of any transaction between Client and any Third Party Service Provider. PhotoShelter will endeavor to provide notification when a service is a Third Party Service.

10. INDEMNIFICATION. To the extent permissible by law, each party agrees to indemnify and hold harmless the other party and each of the other party’s directors, officers, shareholders, employees or members from and against any and all allegations, third party claims, demands, suits, actions or other proceedings and any corresponding liabilities, costs, settlement amounts, expenses (including reasonable attorney’s fees) or other losses paid to third parties arising from or relating to (i) such party’s material breach of any of its representations or warranties set forth herein or (ii) in the case of Client as the indemnifying party, to Client’s or its Registered Users’ use of the Services and/or any material or content, including without limitation Posted Content or content provided by other users or third parties, it or they submit, download, post or transmit through the Services.

11. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY.

11.1. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PHOTOSHELTER HEREBY DISCLAIMS ALL OTHER WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SITE AND THE SERVICES (INCLUDING ALL CONTENT THEREON) AND CLIENT’S USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO CLIENT.

11.2. LIMITATION ON LIABILITY. EXCEPT FOR WILLFUL OR MATERIAL BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OR FOR THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PHOTOSHELTER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW.

12. MISCELLANEOUS.

12.1. Governing Law. Any disputes arising out of or relating to this Agreement or use of the Services shall be resolved in accordance with the laws of the State of New York, without regard to its conflict of law rules. PhotoShelter and the Client hereby consent to the state and federal courts of New York, New York for all disputes arising from or relating to this Agreement or access to or use of the Site and/or Services.

12.2. Entire Agreement. This Agreement constitutes the entire agreement between Client and PhotoShelter with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.

12.3. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, either party may assign this Agreement to any successor to all or substantially all of its business or assets which concern this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

12.4. Notice. Any notice that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to support@photoshelter.com or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to, 111 Broadway, 19th Floor New York, New York 10006 (in the case of PhotoShelter) or to the email address or physical address, as applicable, set forth on an applicable Order Form (for Client).

12.5. Modification and Waiver.
(a) Amendments. Except as expressly provided in this Section, this Agreement may be amended only by a written document executed by authorized representatives of both parties. Notwithstanding the foregoing, the parties may amend an Order Form or any addendum by mutual written agreement, including by email confirmation, for the limited purpose of adjusting optional features or User Seats.
(b) Order of Precedence. In the event of any conflict between this Agreement and any Order Form or mutually executed addendum, the terms of the Order Form or addendum shall control with respect to the subject matter therein.
(c) Service Modifications. PhotoShelter may modify, enhance, or update the Services, PhotoShelter Brands, or associated features from time to time in the ordinary course of business, provided that such modifications do not materially degrade the core functionality of the Services during the then-current term.
(d) Agreement Updates; Incorporation by Reference. Subject to Section 12.5(b), PhotoShelter may modify or update this Agreement from time to time. PhotoShelter will provide notice of any material changes, which will apply prospectively only. Any such updates will not materially and adversely increase Client’s obligations or liability, or reduce PhotoShelter’s obligations, during the then-current term, unless otherwise expressly agreed in writing by the parties. The version of the Agreement in effect as of the Effective Date, as updated from time to time in accordance with this Section, shall govern the parties’ relationship.
(e) No Expansion of Liability. For clarity, any modifications to the Services or this Agreement shall not be deemed to expand either party’s liability beyond the limitations set forth in Section 11 or create any additional indemnification obligations beyond those expressly set forth in Section 10.
(f) Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting such waiver. No failure or delay in exercising any right shall constitute a waiver of such right.

12.6. Interpretation. Headings used in this Agreement are for convenience only and have no legal or contractual significance.

12.7. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.8. Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 6 (Proprietary Rights) or the confidentiality obligations contained herein, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

12.9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile (e.g., .pdf or electronic signature) copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.