Royalty-Free License Agreement

toonvectors.com ("Toon Vectors")

This license agreement document outlines the terms and conditions under which images purchased and downloaded from Toon Vectors may be used.

ROYALTY-FREE LICENSE AGREEMENT

THIS AGREEMENT (the "Agreement") is made by and between Toon Vectors on behalf of the original artist (collectively "Licensor") and the end user ("Licensee", and collectively, the "Parties").

WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in stock images published at the website located at toonvectors.com (the "Material");

AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation and distribution of a derivative work (the "Work") from the list of permitted uses (defined below), under the terms set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

  1. Grant of License.

    Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable license to use the Material in the preparation of the Work in the following respects (the "License"):

    1. Standard License.

      By obtaining a Standard License for the Material, the Licensee is granted the following Permitted Uses:

      1. Marketing Content.

        Print and online marketing and advertising Works not offered for resale or redistribution such as banners, billboards, brochures, catalogs, decorations, flyers, mailers, menus, newsletters, product packaging, presentations, promotional posters and print ads. Marketing Content Works are restricted to a maximum of 250,000 copies.

      2. Media Content.

        Print and online media Works offered for resale or redistribution where the Material forms only a small part of the whole such as covers for books, magazines, CD and DVDs, inline illustrations, diagrams or design elements for stories and articles, graphics for mobile and desktop applications and games, and graphics for film, video or television broadcasts and streams. Media Content Works are restricted to a maximum of 250,000 copies.

    2. Extended License.

      By obtaining an Extended License for the Material, the Licensee is granted the following Permitted Uses in addition to those respects specified in the Standard License above:

      1. Marketing Content.

        As specified in the Standard License (i.) above, but allowing for resale and redistribution of unlimited copies of the Work.

      2. Media Content.

        As specified in the Standard License (ii.) above, but allowing for resale and redistribution of unlimited copies of the Work.

      3. Digital Assets.

        Unlimited copies of value-added digital asset Works for non-personal use (i.e. for resale or redistribution) where the raw Material can potentially be extracted from the Work such as e-cards, themes, screensavers, skins, wallpapers, website templates and other document templates.

      4. Physical Objects.

        Unlimited copies of clothing, accessories and other physical object Works for non-personal use (i.e. for resale or redistribution) where the Material forms a prominent part of the Work's design such as buttons, calendars, cards, hats, mugs, prints, posters, shirts and stickers.

    3. Prohibited Uses.

      The Licensee shall not use the Material in any of the following respects for both the Standard and Extended License:

      1. The Material may not be distributed, shared, sold, transferred or otherwise made accessible by Licensee to any other party.
      2. The Material may not be trademarked or copyrighted by Licensee, even if it has been modified.
      3. The Material may not be used as part of a company logo or other Work representing a corporate identity.
      4. The Material may not be used in any Work that is defamatory, obscene, offensive, pornographic, or as part of or in promotion of any illegal activity.
      5. For Works that are made available online or otherwise digitally distributed such that the Material can potentially be directly extracted from the Work, the Material may not be presented or stored in the Work at a resolution greater than 1920x1080 pixels.

      Licensor shall remain the sole owner of the copyright in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee may not make any other use of the Material other than those authorized above without prior written approval from Licensor.

  2. Term.

    1. The term of this Agreement shall continue in full force and effect until it is terminated.
    2. Licensor shall have the right to terminate this Agreement at any time if Licensee materially breaches a provision, term, or condition under this Agreement.
    3. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material for any purpose.
  3. Licensor's Representations and Warranties.

    1. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material.
    2. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid.
  4. Indemnification.

    1. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensor's warranties set forth in Section 3 above.
    2. Licensor, its employees, or related parties shall not be liable for any claims, suits, damages, actions, or other costs, arising out of the Licensee's use, or inability to use, the Materials. Licensor, its employees, or related parties, will in no event be liable for any damages to exceed the amount paid by the Licensee for the Material.
  5. Assignment.

    Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's assets, or to a purchaser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee.

  6. Governing Law.

    This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Texas, without regard to conflicts of law principles.

  7. Counterparts.

    This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

  8. Severability.

    If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

  9. Headings.

    The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

  10. Entire Agreement.

    This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.