This is a legal agreement (“Agreement”) between Licensee (“you”) (as defined below) and Toronto Images Inc. (“Licensor”). By accessing or using the Content (as defined below), Licensee agrees to be bound by the terms and conditions of this Agreement.
“Content” means any Licensor single image, photograph, illustration, animation, clipart, footage clip, or any other audio or visual content, whether obtained via download from Licensor’s website or any Authorized Distributor’s (as defined below) website, or delivered via any storage media, and shall include all metadata including keywords, descriptions, and captions associated therewith.
The “Designated Individual” means the one person to which use of the Content is assigned, whether as an individual operating under this Agreement on their own behalf or on behalf of their employer or client; and, in the case of a subscription, the one person to which use of the subscription is assigned, whether as an individual operating under this Agreement on their own behalf or on behalf of their employer or client. If Licensee is not an individual, all access and use of the Content by the Designated Individual shall be deemed an access and use by the Licensee.
“Licensee” means: (i) you, if you are an individual entering into this Agreement on your own behalf, (ii) your employer, if you are entering into this Agreement on behalf of your employer, or (iii) your client, if you are an agent entering into this Agreement on behalf of your client. If you are acting on behalf of your employer or client, you: (i) represent and warrant that you have the full legal right and authority to enter into this Agreement and bind such employer or client, (ii) will use the Content only for the interest of such employer or client, and (iii) agree to be bound by the terms and conditions of this Agreement.
“Authorized Distributor” means any company that Licensor has authorized to distribute Licensor’s Content.
“Enhanced License” means the agreement offered by Licensor in which one or more of the restrictions of this Agreement have been modified for Licensee’s proposed use of the Content.
“Editorial Usage” means the use of Content relating to events that are newsworthy or of general interest and expressly excludes commercial usage and/or any advertorial usage (i.e. usage or supplements featuring product and/or brand names, or usage in which you receive a fee from an advertiser or sponsor);
“Journalistic Usage” refers to the print and digital usage of Content in articles and/or supporting media within a newspaper, blog, or other periodical presenting newsworthy events, or the opinion of the publishers or editors.
Subject to Licensee’s payment of the license fee for the Content and Licensee’s compliance with the terms of this Agreement, Licensor grants Licensee a non-transferable, non-exclusive, non-sublicensable right to use and reproduce the Content, only for the Permitted Uses (“Permitted Uses”) described below. In the case of a subscription, this right is granted for the term of Licensee’s subscription (the “Term”). No ownership or copyright in any Content shall transfer to Licensee by the grant of the license contained in this Agreement. All rights not specifically granted by this Agreement are retained by Licensor and the copyright holder.
This is a single-user license to be used only by the Designated Individual; however, the Designated Individual may transfer files that contain the Content, provided the transfer does not allow others to extract or access the Content as a stand-alone file. The Designated Individual may only use the Content on one (1) computer at any given time. Before accessing the Content in more than one (1) location or permitting additional access to another individual, Licensee must contact Licensor to upgrade its license. In the case of a subscription, the Designated Individual may only use the subscription on one (1) computer at any given time, and may not share personal login information with any other individual. Before accessing the subscription in more than one (1) location or permitting additional access to another individual, Licensee must contact Licensor to upgrade its license. Licensor reserves the right to monitor Licensee’s account and implements any measure to prevent Licensee from sharing personal login information.
Licensee may, subject to the Restrictions on Use listed below, use, alter, crop, modify or adapt the Content only in connection with the following permitted uses. Any use of the Content that is not a Permitted Use shall constitute copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. The licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
Licensee may not use or permit the use of the Content beyond the terms of this Agreement without first obtaining an additional license.
Licensee may not:
If the Content is used in print media in Journalistic Usage, the credit line "©Toroto-Images.Com / [Artist’s username]" must appear adjacent to the Content. If the Content is used in a film, television production, documentary, or similar audio/visual or multimedia product in a Journalistic Usage, the credit line “© Toronto-Images.Com / [Artist’s username]” must appear in the audio/visual production credits. If the Content is used online in a Journalistic Usage, a link to www.toronto-images.com shall appear adjacent to the Content. An omission of this link shall not constitute a breach of the terms of this Agreement provided that Licensee remedies such omission upon request from Licensor.
Licensor may waive this credit line or link requirement, upon request, via email or other writing.
Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture or other forms of intellectual property depicted in any Content, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent. Licensor does not warrant the legality of the Content, the accuracy of caption and keyword information, nor the legality or accuracy of any release information affiliated with the Content.
This Agreement is effective until terminated. Licensor reserves the right to automatically terminate this Agreement and revoke the license contained in this Agreement without notice and without refund if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Content, delete the Content and all copies from all computer systems and storage, and destroy all other copies.
Licensor reserves the right to discontinue Licensee’s use of any Content for any reason and may elect to replace such Content with alternate Content, and this Agreement shall automatically apply to such alternate Content. Upon notice to discontinue the use of any Content, Licensee agrees not to use the Content in the future and shall where possible ensure that its clients and customers do likewise.
For all Content that Licensee takes delivery of in electronic form, Licensee must retain Licensor’s name and the image number or other identification number associated with the Content as may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Content. Licensee may make one (1) high-resolution backup copy of the Content for internal backup purposes. Transfers of files that contain the Content are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement and provided such parties understand they have no further rights to use the Content. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Content from its computer systems and storage.
All refunds are subject to the approval of Toronto-Images. Licensee may be eligible for a refund, at Toronto-Image's reasonable discretion, for any of the reasons listed below. If a refund is approved, Toronto-Images shall refund Licensee’s payment as a credit on Licensee’s account or to the payment method used to purchase the Content, at Toronto-Images discretion.
An individual download may be eligible for a refund if it meets any of the following criteria:
Licensor will not refund files which:
Section 12: Warranty and Disclaimers
Licensee agrees to defend, indemnify, and hold Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of (i) Licensee’s failure to abide by any restriction regarding the use of Content; (ii) claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement; or (iii) any other breach by Licensee of this Agreement.
Jurisdiction and Attorneys’ Fees. This Agreement will be governed and construed in all respects by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without reference to its laws relating to conflicts of law. Any dispute, controversy, or claim between the parties arising out of or related to this Agreement shall be settled before the courts in Halifax, Nova Scotia, which shall be the only proper venue for any dispute, controversy, or claim arising hereunder, and each party hereby consents to the exclusive jurisdiction to such court to hear all disputes, controversies, and claims, and consent to service of process by registered mail or overnight courier with proof of delivery. To the extent that it would otherwise apply, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Licensor is obligated to go to court to enforce any of its rights, Licensee agrees to reimburse Licensor for its legal fees and disbursements if Licensor is successful. The parties agree that this Agreement has been and shall be written in the English language.
Assignment. Licensor may assign or transfer this Agreement. Licensee may not assign or transfer to anyone else the rights granted to Licensee in this Agreement without the prior written consent of Licensor.
Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion, and it will not be construed as a waiver of any other right or provision.
Taxes. Licensee shall be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of Licensee’s use of the Content or as a result of the license granted to Licensee.
Entire Agreement. This Agreement contains all the terms of the agreement between Licensor and Licensee concerning the use of the Content and no term or conditions may be added or deleted unless made in writing and signed by Licensor. Licensor shall have the right to modify the terms of this Agreement at any time, and such modifications will be deemed effective when posted on Licensor’s website. Licensee agrees to be bound by such modifications; however, if such modifications are not acceptable to Licensee, Licensee may terminate this Agreement in accordance with Section 9. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
Limit of Liability. Toronto-Images total maximum aggregate obligation and liability to any one Licensee for all claims shall be limited to Ten Thousand Canadian Dollars – US$8,000 (the “Limits of Liability”).