Licence Agreement

Standard Content Licence Agreement
This Agreement governs the terms by which members and clients of Toneparks™ obtain the right to use stock audio and other media content provided by Toneparks through the web site located at http://www.Toneparks.co.uk (the "Site"). This Content Licence Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

1. Background of Agreement
(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of this Agreement and typing or clicking "I Agree", checking the tick box (checkbox) marked "I Agree" or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.
(b) In this Agreement: (i) "you" or the "Client" means you or, if you are accepting on behalf of your employer or member account entity, then "you" means that employer or entity and affiliates; (ii) "Toneparks" or "we" means Toneparks.co.uk, operator of the Site; and (iii) "Content" means any audio recorded/generated electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.
(c) This Agreement is set up as a user-determined document where you will choose to enter into either our standard royalty-free content licence (the "Standard Licence") or an extended licence where one or more of the restrictions of the Standard Licence are amended for your proposed use of the Content (an "Extended Licence"). At the end of this Agreement you will have the opportunity to select a "Standard Licence" or an "Extended Licence". The options for the Extended Licence uses are dependent upon the Content. If you do not specify an Extended Licence or there is no Extended Licence option for the Content you have requested, your download of Content will be subject to the Standard Licence.
(d)Toneparks ("Toneparks") provides you access to the Toneparks.co.uk Website (the "Site") and the information and other materials available on and through the Site, subject to your compliance with the terms and conditions set forth below (the "Terms and Conditions"). If you do not agree with any of the Terms and Conditions, DO NOT USE THIS SITE. Your continued use of this Site evidences your agreement to be bound by each of the Terms and Conditions and constitutes a legally binding contract between you and Toneparks.
(e)THE INFORMATION PROVIDED ON THIS SITE IS NOT INTENDED FOR DISTRIBUTIONTO OR USE BY ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRYWHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATIONOR WHICH WOULD SUBJECT Toneparks TO ANY REGISTRATION REQUIREMENT WITHINSUCH JURISDICTION OR COUNTRY. YOU MAY NOT USE THIS SITE IF SUCHUSE IS PROHIBITED BY YOUR JURISDICTION.

USER CONDUCT
In order to access and use the Site, you agree that you will not (1) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site; or (2) use Toneparks.co.uk's name, URL, trademarks, server, or other materials in connection with, or to transmit, any unsolicited communications or "spam." For the purposes of this agreement, "spam" has the meaning generally understood among Internet users.

Toneparks
The Site is a library of audio created by Toneparks. Toneparks.co.uk is the official website of Toneparks. The Site is dedicated to providing Sound Effects to users with news, features, and other information for maximizing their creative talents and tools.

PRIVACY
Please review our Privacy Policy, which also governs your use of the Site, and which is incorporated into this Licence Agreement, to understand our practices.

INTELLECTUAL PROPERTY
All text, graphics, multimedia content or other material available from the entry point URL http://www.Toneparks.co.uk and pages within that domain, all sub-domains and sub-directories under that domain, and all related code, including but not limited to films, images, text, ideas, graphics, logos, icons, layouts, arrangements, displays, illustrations, audio and video clips, HTML, other mark-up languages, and all scripts and software within this Site ("Material")are the property of Toneparks and/or its affiliates or licensors and are protected by copyrights and other proprietary intellectual property rights that are owned or controlled by Toneparks or by other parties that have licensed their Material to Toneparks. Material from the Site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, modified, transferred, sold, displayed, or in any way commercially exploited in whole or in part except that you may download one copy of the Materials on any single computer for your personal, non-commercial use, and print one single permanent copy to be used by you for your personal, non-commercial use, provided you keep intact any copyright and other proprietary notices on the Materials and do not modify the Materials in any way. You must obtain the prior written consent of Toneparks for any other use of the Materials. Modification of the Materials or use of the Materials for any other purpose is a violation of copyright and other proprietary rights and the use of any of the Material on any other Web site or computer environment is strictly prohibited. You may not frame any portion of the Site. You may not hyperlink directly to any Material or page of the Site other than the entry point URL http://www.Toneparks.co.uk. Any link to the entry point URL must not portray Toneparks, its subsidiaries or its affiliates, or their respective officers, directors, agents, principals, sponsors, employees, and other partners, their products, or Toneparks in a false, misleading, derogatory, or otherwise offensive manner.

TRADEMARKS
"Toneparks" and other Toneparks marks that may appear on the Site ("Marks") are the service and trademarks of Toneparks. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks and/or logos of their respective owners. In addition, elements of the Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded, or distributed in any way in whole or in part without the express written permission of Toneparks. Toneparks does not grant and is not granting you a licence to any of the trademarks, service marks or logos on the Site, whether owned by Toneparks or third parties.

2. Standard Licence Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide licence to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Toneparks or the supplier of the Content, as the case may be.

3. Permitted Standard Licence Uses:
(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in more than one "Project" (as defined below),unless (i) the proposed use is allowable under an Extended Licence which is available for the Content; or (ii) if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file(satisfaction of these conditions will constitute the work as a "Permitted Derivative Work" for the purposes of this Agreement). For example, you cannot superficially modify the Content and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should either obtain an Extended Licence or contact Toneparks Support for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.
(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or obtain an Extended Licence for a multi-seat licence for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are "Permitted Uses" of Content:
advertising and promotional projects, including adverts, presentations, film and video presentations, commercials, promotional greeting cards and promotional postcards with attached audio (i.e. not for resale or licence);
Entertainment applications, such as computer or console games, film, video, broadcast and theatrical presentations;
On–line or electronic publications, including web pages;
Music (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, licence or other distribution; and
Any other uses approved in writing by Toneparks.

If there is any doubt that a proposed use is a Permitted Use, you should contact Toneparks’s Support for guidance.

4. Standard Licence Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended Licence. For greater certainty, the following are "Prohibited Uses" and you may not:
incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
Use the Content in a fashion that is considered by Toneparks (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libellous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
use, embed or play any Content in a manner that would lead a reasonable person to think that Toneparks endorses any business, product, service, cause, association or other endeavour;
To the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
Sub-licence, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content 'As-Is' or superficially or the rights granted under this Agreement;
Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
Use the Content for editorial purposes without including the following credit adjacent to the Content: "© Copyright Toneparks.co.uk" or
either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 50,000 times without obtaining an Extended Licence, in which event you shall be required to pay an additional royalty fee equal to GBP £0.01 for each reproduction which is in excess of 50,000 reproductions. This additional royalty does not apply to computer/console games, websites, radio, broadcast by television, web-cast or theatrical production if it is used in only one "Project" (See Below).

5. Excess Reproduction Run
In the event you contravene subparagraph 4(a) (x) above without purchasing an Extended Licence, you further agree to notify Toneparks in the event that you (or a combination of you and others involved with you) reproduce the Content or an element of the Content in excess of 50,000 times. Such disclosure notice must be sent to Toneparks each and every month after which the Content, or an element of the Content, has been reproduced in aggregate over the term of this Agreement in excess of 50,000 times. Each such notice must contain the number of reproductions made in any particular month; provided however the first such notice will only be require disclosure of those reproductions which are in excess of 50,000. Toneparks shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

6. Project Definition
(a) Both the Standard & Extended Licences require that the Content may be used in a maximum of one "Projects" (as outlined in section 6(b) below). If you wish to use the Content in more than one "Project", you must download the Content from the Site for each such use or obtain an Extended Licence for a multi-seat licence for the Content.
(b) Acceptable Uses - "Projects":
One computer game.
One advert.
One film/movie.
One television show/programme
One song.

EXAMPLE MISUSE:
Using the Content in more than one game/advert/film/movie/television show or programme/song under one licence.

7. Term of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Toneparks if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Toneparks in writing that you have complied with these requirements.
(b) Toneparks reserves the right to elect at a later date to revoke or amend the licence granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you upon purchase of the Content, or such other address as you may advise us in writing to use, from time to time, of such replacement, the licence for the replaced Content immediately terminates for any products that do not already exist, and this licence automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist. Any delay or failure on the part of Toneparks to enforce any rights under this Licence Agreement to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.
(c)Toneparks reserves the right to withdraw, suspend or discontinue at any time and from time to time any audio, Materials, information, Artwork, content, or services available on the Site and any functionality or features in or on the Site, including the cessation of all activities associated with the Site, with or without notice. Toneparks may, in its sole discretion, terminate your use of the Site and your registration with the Site for any reason, including, without limitation, if Toneparks believes that you have breached this Licence Agreement. You agree that any termination of your access to the Site may be effected without prior notice to you.

8. Limited Representations and Warranties
(a) The Site acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content. Toneparks grants no rights and makes no warranties regarding the use of audio, names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorize and keyword the Content, Toneparks does not warrant the accuracy of such information.
(b) THE CONTENT IS PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TOTHE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ORFITNESS FOR A PARTICULAR PURPOSE. Toneparks DOES NOT REPRESENT OR WARRANT THATTHE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED ORERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT ISWITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT Toneparks) ASSUMETHE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A WAV/MP3/ZIP FORMAT OR FILE (WHETHER .ZIP OR OTHERWISE) Toneparks MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.
ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITE IS PROVIDED "ASIS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TOTHE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, Toneparks DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND ANY SITE-RELATED SERVICES.
IN ADDITION, Toneparks DOES NOT WARRANT THAT THE FUNCTIONS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN OR ON THESITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.Toneparks DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE USE OF THE SPECIFIC PRODCUTS OR SERVICES DISCUSSED ON THE SITE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT Toneparks) ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THESE MATERIALS AND ANY OTHER CONTENT OR INFORMATION AVAILABLE ON THE SITE.
UNDER NO CIRCUMSTANCES WILL Toneparks BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USEOF ANY CONTENT POSTED, EMAILED OR OTHERWISE TRANSMITTED VIA THE SITE. IF YOU FIND ANY CONTENT ON THE SITE OBJECTIONABLE, DO NOT USE THE SITE.
(c) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

9. Limitation of Warranties and Liability
(a) Toneparks’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:
You may, upon request to Toneparks, be permitted to download the Content again, at a location Toneparks will provide for you;
If you continue to be unable to download the Content, Toneparks will refund the fee actually paid by you for such Content, provided Toneparks determines in its sole and absolute discretion that you have been unable to download such Content successfully.
(b) IN NO EVENT SHALL Toneparks OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY,OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) INCONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HERE UNDER, EVEN IF WE HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT(INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF Toneparks UNDERTHIS AGREEMENT, THE LICENCE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OFANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO Toneparks UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.
(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OFLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Indemnification
You agree to indemnify, defend and hold Toneparks, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Toneparks Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis)incurred by any Toneparks Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

11. General Provisions
(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
(b) Toneparks’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(c) This Agreement is personal to you and is not assignable by you without Toneparks’s prior written consent. Toneparks may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the licence granted to you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of the United Kingdom (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in London, Great Britain (United Kingdom), and shall be conducted in the English language.
(h) The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi quetous les documents qui s’y rattachent soient en anglais.

12. Contact
If you have concerns relating to this Agreement, please contact Toneparks at support@Toneparks.co.uk.

13. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. INCONSIDERATION OF Toneparks AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BEBOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT ITIS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Toneparks, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Toneparks RELATING TO THE SUBJECT OF THIS AGREEMENT.

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