Commercial & Editorial License

TONL Standard License for Commercial & Editorial Use

In order to complete your purchase, you must agree to the following rules of usage. By purchasing, downloading, and/or using TONL Stock Media for any of the approved uses, including those listed in the chart in section 3.1 below, you signify your acceptance of this License Agreement, and in return for a license to use TONL Stock Media, you wholly agree to the following terms and conditions.

If you refuse to accept the contractual obligation defined in this Commercial License Agreement, you are not permitted to purchase, download and/or use the TONL Stock Media in any way, shape or form. Please fully and thoroughly read this License Agreement before agreeing to the conditions specified herein.

TONL reserves all rights not expressly granted to you under this License Agreement. The TONL Stock Media is licensed to you solely for your own business or personal use, and it remains the intellectual property of TONL and/or its licensors. It contains TONL Stock Media files with digital, machine-readable data, and is supplied to you by TONL for usage only.

TL,DR: You're purchasing a license, you're not purchasing media. This is not a “work for hire.”

UPON FULL PAYMENT OF THE EDITORIAL STOCK MEDIA LICENSE, YOU ARE GRANTED:

1.1 A non-exclusive, one person right to use the TONL Stock Media for non-commercial use only. What is non-commercial use? It is personal use or journalism-related purposes. If the TONL Stock Media will be used by more than one person, then each person must purchase an additional license under these same terms and conditions. If TONL finds out that multiple people are using this single person license, then TONL reserves the right to bill you for an additional license or terminate your license at our discretion. Note: TONL does not guarantee that the TONL Stock Media will work adequately in all environments with all operating systems.

1.2 The right to make additional backup copies of the TONL Stock Media for the exclusive purpose of data backup. You can ONLY keep backups of the TONL Stock Media in the cloud, locally on a desktop, laptop or mobile device. You CANNOT make TONL Stock Media available to others in any way, including as a downloadable file, an email attachment, MMS message or via any other electronic method that exists now or in the future.

1.3 The TONL Stock Media, once downloaded, is intended for unlimited editorial uses.

UPON FULL PAYMENT OF THE COMMERCIAL STOCK MEDIA LICENSE, YOU ARE GRANTED:

2.1 A non-exclusive, one person right to use the TONL Stock Media. If the TONL Stock Media will be used by more than one person, then each person will be required to purchase additional license under the same terms and conditions as this License. If TONL discovers that multiple people are using the license, then TONL reserves the right to bill you for an additional license or terminate your license, at our discretion. Note: TONL does not guarantee that the TONL Stock Media will work adequately in all environments with all operating systems.

2.2 The right to make additional backup copies of the TONL Stock Media for the exclusive purpose of data backup. You can ONLY keep backups of the TONL Stock Media in the cloud, locally on a desktop, laptop or mobile device, or on a studio server, if you, as the single licensee of the TONL Stock Media is the ONLY person who maintains the backup. You CANNOT make TONL Stock Media available to others in any way, including as a downloadable file, an email attachment, MMS message or via any other electronic method that exists now or in the future.

2.3 The TONL Stock Media, once downloaded, is intended for a single use NOT unlimited uses. Therefore, if you download the TONL Stock Media once, then you cannot use it across multiple campaigns or multiple clients. However, media may be used for additional editorial content within the license terms.

2.4 The right to transfer a copy of the TONL Stock Media to a commercial printer or similar service company, for the exclusive purpose of outputting specific file types (for example: as a high contrast black-and-white for silk screening). In the event of any further visual modification (that you did do yourself) of the TONL Stock Media by such a service company, the service company is required to purchase its own applicable license from TONL. You as the original licensee MUST inform the commercial printer/service company about this requirement.

PERMITTED USAGE FOR THE EDITORIAL LICENSE VS. THE COMMERCIAL LICENSES:

3.1 Currently the License types are limited and defined by your intended uses. TONL may grant you certain, extended licenses by request, including extending the number of uses available for each Media. Email: hello@tonl.co to inquire about extended license opportunities.

Please note that any License (editorial, commercial, or extended) are defined by all the terms contained in this License Agreement, with the addition of the specific applicable condition(s) mutually agreed to in writing. You may request a different type of license at any time. The request may require the payment of additional fees associated with that license.

TYPES OF PERMITTED USAGE

3.2 RESTRICTED USAGE - YOU ARE NOT PERMITTED TO:

• Use TONL Stock Media to create a trademark/logo for a brand without specific written permission from TONL and the Artist - it’s already copyrighted and someone else (not you) owns that copyright. However, if you would like to use it as your registered trademark or in some other way that is not permitted – just ask us. We might be able to either put you in touch with the artist or grant you a special license.
• Use TONL Stock Media in "print-on-demand" products and/or services. Please contact TONL at: hello@tonl.co and we can work with you on a custom extended license.
• Use TONL Stock Media in pornographic, fraudulent, obscene, immoral, infringing, illegal, blasphemous or defamatory material.
• Sell, sublicense, distribute or otherwise grant rights of any kind to TONL Stock Media.
• Make TONL Stock Media available to others in any way, including as a downloadable file, an email attachment, MMS message or via any other electronic method that exists now or in the future.
• Modify, adapt, translate, rent, lease, resell, distribute, produce, reverse engineer, decompile, disassemble, re-digitize or create derivative works based on the TONL Stock Media that you then make available as editable files.

Given the above, You may add elements around the Media or use it as part of another design or layout or change the colors of the Media; however, the modified or derivative Media is subject to the same terms and conditions as the original Media under this License. You may not, however, significantly modify the shape or the characteristics of the Media without express written consent from TONL or the Artist, due to the high value and originality of the Media provided via the TONL Platform.

4. Proprietary Rights and Obligations

TONL Stock Media is the valuable property of the Company. You CAN NOT modify TONL Stock Media or use it to create altered or combined Stock Media that you then make available to others as editable Stock Media. You will not make or have made, or permit to be made, any copies of the TONL Stock Media, documentation, or any portions thereof, except such copies as are necessary for the installation and use of the TONL Stock Media in accordance with the terms of this License Agreement. Any such copies of the TONL Stock Media shall contain the same proprietary notice which appears on or in the TONL Stock Media. If TONL finds out that you are violating the terms of this License, then TONL reserves the right to terminate your membership and pursue our and our Artists’ rights to the fullest extent of the law. Some of our works may require attribution to the Artist – in those cases, that will be explicitly stated when you purchase the Media.

If you DO modify or make derivative works of the Media for your use and for permitted uses, such Media shall continue to be owned by TONL or the Artist, and the derivative or modified Media shall be subject to the same terms and conditions of this License as the original Media.

5. Assignment

Assigning the license to a third party is not permitted, EXCEPT if you are using this platform in connection with your position with a commercial entity, then you may transfer the usage rights and license to a third party who takes over your position ONLY if written notice and updated information is submitted to TONL and the third party agrees to adhere to the conditions of this license agreement for TONL Stock Media. This does not mean that you cannot use the TONL Stock Media for clients and customers. However, you are responsible for their actions as your name is on the License and so you need to ensure that they are adhering to the terms of the License or that you (or they) have purchased the appropriate License for their activities.

6. Exclusion of Other Usage

With exception only to the provisions listed in sections 1.3, 1.4 and 4 of this License Agreement, selling, lending or otherwise transferring the TONL Stock Media to any third party or parties is strictly prohibited. In addition, transferring the TONL Stock Media as a component or sub-component of other products, e.g. electronic documents or sub-licenses, to a third party or parties is also strictly prohibited.

Furthermore, You agree not to modify, adapt, translate, rent, lease, resell, distribute, produce, reverse engineer, decompile, disassemble, re-digitize or create derivative works based on the TONL Stock Media that you then make available as editable files.

7. Exclusivity

TONL retains title and ownership of the TONL Stock Media and all subsequent copies of the TONL Stock Media, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, this License Agreement does not grant you any rights to trademark or claim any other intellectual property rights to the TONL Stock Media. In the event your use of the TONL Stock Media is found to infringe on the intellectual property rights of any third party, in any jurisdiction, you will immediately cease any and all use of said TONL Stock Media in such jurisdiction, or you will secure any and all additional rights necessary for such use in such jurisdiction.

8. Term

The license is effective until terminated by TONL. TONL will not revoke your License arbitrarily, but TONL has the right to terminate your license immediately and at any time if you fail to comply with any term of this License Agreement. In addition, TONL reserves the right to claim punitive damages. Upon such termination you will destroy the original and any copies of the TONL Stock Media and related documentation and cease any and all use of the TONL Stock Media.

9. Limited Warranty

TONL warrants that the TONL Stock Media delivered to you is free of defects in workmanship and manufacture for a period of ninety (90) days from the date of delivery to you as evidenced by a physical or digital copy of your transaction email. If failure of any physical media results from accident, abuse, or misapplication of the TONL Stock Media, TONL shall have no responsibility to replace the physical media.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE STOCK MEDIA AND DOCUMENTATION ARE PROVIDED ‘AS IS.’ TONL DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TONL STOCK MEDIA OR DOCUMENTATION. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR TONL’S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, TONL MAKES NO WARRANTIES EXPRESSED OR IMPLIED AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. TONL DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limit of Liability

In no event will TONL be liable to you for consequential or incidental damage (including damage from loss of business profits or savings, business interruption, loss of business information, and the like) or for claim by any party arising out of the use of or inability to use the TONL Stock Media, even if TONL has been advised of the possibility of such damage.

Each party’s liability under the Terms is hereby limited to twice the aggregate sum of the License fee (defined in the Terms). This limitation shall not apply to a party’s indemnification obligations which shall be limited to $750,000.

11. Indemnification

You agree to indemnify, defend, and hold harmless TONL and its clients, affiliates, licensees, assignees and parent, subsidiary and affiliated companies, and the officers, directors, shareholders, employees and agents of all such entities, from and against any and all third party claims, suits, proceedings, costs, losses, liabilities, damages and expenses, including attorneys’ fees and costs, of any kind or nature whatsoever, from and against any claims or damage which may result from your breach of this License Agreement.

TONL agrees to indemnify, defend, and hold harmless YOU and your clients, affiliates, licensees, assignees and parent, subsidiary and affiliated companies, and the officers, directors, shareholders, employees and agents of all such entities, from and against any and all third party claims, suits, proceedings, costs, losses, liabilities,damages and expenses, including attorneys’ fees and costs, of any kind or nature whatsoever, from and against any claims or arising from the rights to use the Media.

12. Revisions

This license may be slightly updated from time to time, with the latest version always being available on our website.

13. Law

This License Agreement is governed by the laws of the State of Washington.