Stock Photo License

Purchase Agreement

Any image(s) purchased from TONL LLC (“Tonl.co” or "Site") or through any of Tonl.co’s websites, is sold/licensed pursuant to the following terms and conditions. By purchasing the image(s), you will acquire a license to the image as set forth herein, and you agree to abide by the terms of this Agreement. The following is a legal and binding agreement between Tonl.co and the Licensee.

DEFINITIONS OF TERMS

Licensee

The Licensee is the specific person or organization whose details are recorded on the Tonl.co account from which the image(s) is/are purchased/licensed. An invoice will be generated to such person or organization when an image or images is/are purchased/licensed pursuant to this Agreement.

Royalty Free (RF)

Images are sold/licensed for a one-time fee. The Licensee’s use is limited by the size of the file ("File" or "Files") purchased/licensed from Tonl.co and by the license terms set forth in this Agreement. All images are sold/licensed on a non-exclusive basis for an indefinite period of time.

All Files on  Site may be downloaded under the Standard License.

A. Licensee agrees that all Files purchased and downloaded from Tonl.co File are only for personal use.

B. Licensee agrees that purchased and downloaded Files are NOT permitted for Resale or Commercial Use. Item for Resale or Commercial Use is defined as an item that will be distributed to raise commercial revenue (e.g., resale of web templates, T-shirts, books, calendars, etc.). An item created at the request of a client is not considered an Item for Resale. However, if a client distributes or intends to distribute such an item to raise commercial revenue, it is considered an Item for Resale. While working on a project for a client, Licensee agrees to take into account the final use of the item before downloading File(s) to purchase.

C. Licensee agrees that Purchased and downloaded Files are permitted for Non- Commercial Distribution. Item for Non-Commercial Distribution is defined as an item that will be distributed to a wide audience without raising any commercial revenue (e.g., free web templates, postcards, flyers, etc.), providing that Licensee gives notice that the ownership and copyright of the Files belong solely to TONL.co in a visible and conspicuous manner. Licensee further agrees that proper manner to give notice of ownership and copyright shall be in the following or similar format: "© 2017 TONL.CO ALL RIGHTS RESERVED" or "Copyright TONL.CO 2017 ALL RIGHTS RESERVED".

D. Licensee agrees that Purchased and downloaded Files are permitted for Editorial Use, providing that Purchased and downloaded Files shall not be used for commercial advertising purposes. Licensee also agrees that Purchased and downloaded Files for Editorial Use may be used in the following manner: in a newspaper or magazine article, on a blog or website for descriptive purposes, or in a non-commercial presentation. Licensee further agrees that Purchased and downloaded Files for Editorial Use shall not be used in any kind of advertising or promotional materials, or any "advertorial’ purposes", such as: in sections or supplements in relation to which Licensee receives a fee from a third party advisor or sponsor.

E. Tonl.co may allow the downloading of watermarked images from our website(s) for evaluation purposes without payment of a purchase fee to Tonl.co. All such non- purchased/licensed images on the website will bear a watermark, and Licensee shall not remove any watermark or copyright, trademark or other intellectual property or proprietary notice or legend contained on images.

 

USE AND TERMS

THE STANDARD LICENSE

1. The Standard license allows you to use the downloaded File for the creation of all kinds of items except Items for Resale or Items for Non-Commercial Distribution without the proper copyright notice as stated above).

2. Terms:

a. The quantity of website visitors - Unlimited.

b. The quantity of copies or impressions - Up to 500,000.

c. The quantity of copies or displays for electronic use - Up to 500,000.

d. The maximum allowed size (resolution) of the unmodified File for electronic use - Unlimited (resolution should not exceed the display resolution of the intended viewing device).

e. Creation of all kinds of items (except for Items for Resale or Items for Non-Commercial Distribution without the proper copyright notice as stated above) - Allowed.

g. Creation of Items for Resale or Items for Non-Commercial Distribution without the proper copyright notice as stated above - Prohibited.

h. Creation of Items for Editorial Use (except for Items for commercial advertising purposes) - Allowed.

i. Creation of Items for Editorial Use for Items for commercial advertising purposes - Prohibited.

 

Examples of non-resale, non-commercial, non-commercial advertising permitted use:

a. Digital use: sites; advertising banners; screen savers; wallpapers; software (for PC and mobile devices); e-cards; e-mails; e-books; presentations (PowerPoint, Flash, etc.); movies, videos and TV advertising; unofficial logos; personal non-resale, non-commercial, non-commercial advertising;; etc.

b. Printed use: advertisements in newspapers and magazines; printed advertising materials; covers and illustrations for books, newspapers, magazines; business cards; flyers; posters; CD/DVD covers; wrappers, labels and product packaging; stationery: folders, notebooks, pens, pencils and stickers; charms; calendars; mugs and glasses; mousepads; T-shirts, clothing; personal non-resale, non- commercial, non-commercial advertising; etc.

c. Printed and digital use intended for broadcast, public display or reproduction: the total number of viewers, displays, copies or prints should not exceed 500,000 (five hundred thousand). This limitation on the number of visitors does not apply in the case of website creation.

  

3. Royalty Free Images (RF) License

Upon Tonl.co’s receipt of payment in full for an image license, Tonl.co grants to Licensee a limited, personal, non-resale, non-commercial, non-commercial advertising; non-exclusive, perpetual, non-assignable license to make, use, reproduce, copy, modify, perform, and display the image as it exists on the date of full payment to Tonl.co. Licensee acknowledges that nothing in this Agreement provides Licensee with any other rights in the image(s), except as stated herein, or any derivative works not developed by Licensee.

Licensee may alter or manipulate a licensed image for the purpose of color matching or concept reasons. Licensee shall not increase the file size of smaller purchased/licensed images with digital interpolation as this will result in significant quality loss and is therefore strictly prohibited. Larger images are available for purchase/license.

 

3. No images licensed from Tonl.co may be further distributed by Licensee to third-parties other than as part of final works prepared by Licensee as permitted by this Agreement.

 

4. Comp Use License Agreement

Watermarked Images may be used directly off the Tonl.co websites for comp purposes only if the existing watermark is maintained. When comp use is granted it is understood that the Licensee will not use the image for any other purpose than specific comp use.

 

5. Assignability

Licensee shall not assign this Agreement, or the rights granted hereunder, for any purpose or at any time. Any such attempted assignment, whether by operation of law or otherwise, shall be void. Licensee indemnifies and agrees to hold Tonl.co harmless from any and all damages or losses, including indirect, incidental, special, statutory, punitive, exemplary or consequential damages, arising in connection with any violation this provision. It is understood that an “agent” or “agency” may purchase/license an image for use by a specific client. Any such purchased/licensed image may only be used for one specific client of the agent or agency, the license rights granted herein shall only extend to such one specific client of the agent or agency, and the license rights granted herein are not transferable to another client of the agent or agency. Images purchased/licensed from Tonl.co may not be resold without the prior express written consent of Tonl.co.

 

6. Copyright

All images in the Tonl.co archive are protected by copyright laws and international copyright treaties and such copyrights are held by the respective copyright holders for the images. No transfer of copyright will take place through the purchase of a license from Tonl.co, and no transfer of copyright shall accrue through the manipulation or retouching of an image for which a license has been purchased from Tonl.co. Any image, or portion thereof, licensed from Tonl.co will remain as the copyrighted image of the copyright holder and may not be distributed, used, licensed or sold to any third party, other than as set forth herein.

 

7. Unauthorized Use

There are limits to the use of licensed images, even with regard to images subject to the Royalty Free License. The rights and licenses granted in this Agreement expressly exclude the following:

Use without proper payment in full;

Use of images as or within a company logo, trade name, trademark or service mark; Unlawful use or use in furtherance of unlawful matters; or

Use in association with unauthorized use of existing trademarks, logos, artwork or other copyrighted material.

Installation and use of images in more than one location at a time or posting a copy of the images on a network server or web server for use by other users.

Images may not be used for sensitive material without the express prior written consent of Tonl.co and the licenses granted herein expressly exclude use of images for sensitive material. Sensitive material includes, but is not limited to:

Pornographic material;

Use of the image in a manner that may depict the model or image in a negative light;

Mental deficiencies, alcohol, drug or substance abuse; and

Financial destitution, income loss or death.

If you have a sensitive use topic or believe you may have such a proposed use of an image, we encourage you to contact us directly in writing to request a separate use agreement.

 

8. Image/File Storage

Licensee may store a licensed image on a single storage device such as a hard drive or CD, plus one other backup copy only. Licensee must take all appropriate precautions to prevent unauthorized use or distribution of any images licensed from Tonl.co.

 

9. Model / Property Releases

Tonl.co endeavors to obtain model and property releases when possible. However, the use by Licensee of images with models or property images may require further authorization from the subject of the image, if a person, or the owner of the subject of the image, if a property. Tonl.co does not guarantee or grant any rights or authorizations on behalf people, places, artwork, property and/or other subject matter in images, which may now or at a future date, be subject to additional rights owned by the subjects of the images and/or third parties.

10. User Accounts

Licensee agrees that only Licensee may access and use the Purchased and Downloaded Files by way of Licensee's account. Licensee also agrees that Licensee will be responsible for tracking all activity on Licensee's account, and Licensee agrees to: (A) maintain the security of all passwords and usernames; (B) notify TONL.CO immediately of any unauthorized use or other breach of security; and (C) accept all responsibility for activity that occurs under Licensee's account. Licensee further agrees that TONL.CO reserves the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement, and if TONL.CO determines that Licensee is in breach of any of the above-stated provisions, TONL.CO may suspend access to Licensee's account and seek further legal remedies.

 

11. Refunds

Refunds for Purchased and Downloaded Files will only be issued if there is a technical problem preventing the successful download of the Files. This may include a corrupted File, unexpected removal of File, or site technical difficulties. Refunds cannot be issued for Licensee's technical problems, including browser, compatibility, or connectivity issues.

 

12. Intellectual Property Ownership / Disclaimer

Tonl.co makes no representations or warranties as to the ownership of logos, trademarks, property rights, or other proprietary rights appearing in, or embodied by, a Tonl.co image. See the details on the display image or please contact us directly.

THE LICENSED IMAGES ARE PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER. TONL.CO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TONL.CO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT, EVEN IF TONL.CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

 

13. Term

Tonl.co may terminate this Agreement at any time by giving notice to Licensee: (i) if Licensee breaches its payment obligations to Tonl.co; (ii) if Licensee breaches the restrictions set forth herein on use of a licensed image; or (iii) if Licensee files a petition in bankruptcy, is adjudicated bankrupt, makes a general assignment for the benefit of its creditors, or is voluntarily or involuntarily dissolved.

 

14. Indemnification

By accepting this Purchase Agreement, Licensee agrees to indemnify and hold harmless, Tonl.co and its affiliates, if any, officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney's fees) resulting from (i) improper use of an image, (ii) Licensee’s breach of any provision of this Agreement, or (iii) the misconduct of the Licensee or its client(s). Licensee will cooperate as fully as reasonably required in Tonl.co’s defense of any claim. Tonl.co reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and Licensee shall not in any event settle any matter without Tonl.co’s written consent.

 

15. Miscellaneous

This Agreement, together with the Terms of Use, set forth the entire agreement and understanding between the parties with respect to the subject matter hereof. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a written modification signed by a duly authorized officer or agent of the party to be bound thereby.

In the event that one or more portions of this Agreement shall, for any reason, be held to be unenforceable, the remaining portion will remain in full force and effect. The headings used throughout this Agreement are solely for convenience of reference and are not to be used as an aid in the interpretation of the Agreement. Nothing in this Agreement shall prevent Tonl.co from complying with the law.

 

16. Site Usage, Site information and Services; Intellectual Property Rights

You are hereby granted a limited royalty-free personal license to view the content on the Site on your personal computer or other internet-compatible device. Unless otherwise provided through any other applicable terms and conditions to which you agree, including the Terms of Use, for image licenses, no portion of the Site, Services or Site Information may be reprinted, republished, modified, or distributed in any form without Tonl.co’s express written permission. You may not, and these Terms do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site Services or any of the Site Information. 

The Site and Services are expressly owned and operated by Tonl.co. Unless otherwise noted, the design and content features on the Site and Services, including without limitation, information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the "Site Information"), are owned by Tonl.co or its affiliates, if any, or are licensed by Tonl.co from third parties. The Site and Services, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.

Certain Site Information may be licensed from third parties and all such third party Site Information and all intellectual property and proprietary rights related to such third party Site Information belong to the respective third parties. Site usage of third-party trademarks does not imply endorsement of the Site by any such third-party mark owners. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site, Services, or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Site, Services or in the original Site Information on any authorized copy you make of the Site, Services or the Site Information.

You agree not to sell or modify the Site, Services or the Site Information or reproduce, display, publicly perform, distribute, or otherwise use the Site or the Site Information in any way for any public or commercial purpose in any other manner that is likely to cause confusion among consumers, that disparages or discredits Tonl.co or our licensors, that dilutes the strength of Tonl.co’s intellectual property or our licensor's intellectual property, or that otherwise infringes on Tonl.co’s or our licensor's intellectual property rights. You further agree to in no other way misuse the Site or the Site Information. We reserve any rights not expressly granted by these Terms or the Terms of Use for image licenses.