Terms of Service
Supplier wishes to appoint TongRo Images Inc as a Distributor for the Products (as hereinafter defined) on its online sales platform ClipartKorea(www.clipartkorea.co.kr) or ImageToday(www.imagetoday.co.kr) in the territory until this Agreement is terminated as herein provided. Distributor wishes to accept such appointment as non-exclusive in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1 Definitions
In this Agreement except where the context otherwise requires, the following terms and expressions shall have the meanings respectively defined as follows:
1.1 1.1 "Products" means Microstock, Subscription, Low-Budget licensed digital contents of photography, illustration, video, music, SFX(Sound Effects), AE(After Effects) provided by Supplier.
1.2 "Territory" means Republic of Korea
1.3 “Supplier” means the owner and copyright holder of the products.
1.4 “Distributor” means TongRo Images Inc, who is licensing or selling the Products on its website ClipartKorea (www.clipartkorea.co.kr) or ImageToday(www.imagetoday.co.kr)
2 Appointment and Acceptance
2.1 During the term and subject to the conditions hereinafter set forth, Supplier hereby appoints Distributor as a non-exclusive distributor for the Products in the Territory, and Distributor accepts such appointment
2.2 Supplier also gives permission to Distributor to add, modify or remove information related to supplier’s products in order to manage and license such products.
2.3 The copyrights in and to all products remain with the Supplier of such copyrights. Nothing contained herein shall be construed to transfer any copyrights to Distributor.
2.4 Distributor may market and promote the Products in a variety of ways, including, without limitation, websites, in print, and via other media, as well as online galleries, electronic mail, press releases, trade shows and other types of advertising. For the purpose of such promotions, Supplier grants Distributor the right to use Products in promotional print, digital, and online materials and promotional products that promote Products and/or Distributor.
3 Price and Payment
3.1 Supplier acknowledges that supplier will acquire certain confidential information, including but not limited to royalty rates, royalty payments and earnings data. Confidential Information shall not be disclosed to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
3.2 Distributor shall pay supplier a royalty for each unique download of products. Payment will be made through online payment processing service, such as paypal or bank remittance.
4 Submission of Products
4.1 Supplier shall supply Distributor with products in High Resolutions.
4.2 During the term of this Agreement, Supplier shall replenish this inventory, as Supplier in its reasonable discretion deems appropriate.
4.3 Supplier shall provide valid and accurate model releases for all products contains an identifiable face or identifiable human figure or other identifiable attribute. Supplier is solely responsible for retaining all original model releases and maintaining complete and accurate model release records. The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the terms of service and can result in the immediate termination of supplier’s account.
4.4 Distributor has the right to refuse to accept or to remove products from the Distributor website for any reason. Products will be removed if the products will subject Distributor or if the products violates this terms of service.
4.5 Supplier reserves the right to revoke the license to use any Products for good cause and elect to replace such Products with an alternative Products.
5 Representations and Warranties
Accepting the rules of this agreement, the supplier declares and guarantees the following:
5.1 The products, as well as cover information included, supplied to Distributor are original works, and do not infringe the copyrights, ownership rights or other allied rights of third parties.
5.2 The supplier is the sole and exclusive owner of the products, has the legal rights and all necessary and sufficient authorities to accept this agreement, and is capable of granting all license rights specified under the terms of this agreement, and will not provide or grant the rights to any products being in conflict with this agreement.
5.3 The supplied products do not contain harmful program code, viruses, worms, Trojan horses, or any invasive, destructive or malicious software; they are not part of a DDoS systems; they do not contain other mechanisms or devices designed for the purpose of or may be used for the removal, modification, disruption, or damage of Files or the Website.
6 Localization License
6.1 For the purposes of this Agreement Supplier’s name, username, products, logo, trademarks, the design and such other trademarks, trade names, service marks, logos and designs as Supplier may authorize Distributor to use without the payment of any compensation, Distributor agrees to use the appropriate trademark symbol whenever such Supplier Trademarks are mentioned in any advertisement, brochure or other material circulated by Distributor. Distributor's use of the Supplier Trademarks shall inure solely to the benefit of Supplier.
6.2 Distributor recognizes that any of logo, trademarks, trade names, the design, copyrights and other proprietary rights, used on or embodied in the Products ("Proprietary Rights") shall remain the exclusive property of Supplier, Distributor shall not have or acquire any right title or interest in Proprietary Rights: provided, however, that Distributor may with the consent of Supplier indicate that it is an authorized distributor of the Products. Upon termination of this Agreement for any cause, Distributor shall cease holding itself out as a distributor of the Products and cease using in any way Supplier's name or its Proprietary Rights or any material similar thereto.
7 Misuse
7.1 Distributor shall not knowingly sublicense Supplier’s Products for use in unlawful, obscene, pornographic, offensive, or defamatory manner.
7.2 Distributor shall not resell or assign the Products and its licenses to any third party online or offline.
7.3 While Distributor takes commercially reasonable steps to ensure that the rights of its suppliers are not violated by customers or other parties, Distributor has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any products.
8 Termination
8.1 This Agreement may be terminated at the option of distributor or supplier, effective upon written notice of termination given to supplier or distributor, in the event of the happening of the following events:
8.1.1 Any case to function as a going concern or to conduct its operations in the normal course of business.
8.1.2 Any fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Distributor’s guidelines.
8.1.3 Any breach of the terms of this or any other agreement that Supplier has with Distributor.
8.2 All money owed to Supplier upon termination shall become due and payable in sixty (60) days and no cancellation or termination of this Agreement shall serve to release Distributor or its successors or assignees from any obligations under this Agreement.
8.3 All Products shall be removed from distributor’s website as soon as when this agreement is terminated.
9 Indemnification
9.1 Supplier agrees to indemnify, defend and hold The Site Distributor and its respective directors, officers, employees, shareholders, agents harmless from and against any and all claims, losses, damages, liability, costs and expenses (including reasonable legal fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under this agreement.
9.2 The Site Distributor shall indemnify and hold you harmless from and against any and all claims, losses, damages, liability, costs and expenses (including reasonable legal fees and disbursements) arising out of any breach or claimed breach of any of The Site Distributor’s representations or warranties or any of its obligations pursuant to this agreement, provided that, except in the case of third party claims, The Site Distributor shall not be liable for any incidental, consequential, or special damages.
10 Force Measure
Neither party shall be liable to the other party for nonperformance or delay in performance of any of its obligations under the Agreement due to war, revolution, riot, strike or other labor dispute, fire, flood, acts of government or any other causes reasonably beyond its control. Upon the occurrence of such a force measure condition the affected party shall immediately notify the other party of any further developments, Immediately after such conditions is removed, the affected party shall perform such obligation with all due speed.
11 Governing Law
11.1 This Agreement shall be interpreted and governed by the laws of the Republic of Korea.
11.2 All disputes, controversies or differences which may arise between the parties out of or in relation to or in connection with this Agreement or for the breach thereof shall be finally settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korean Commercial Arbitration Board and under the Law of Korea, The award rendered by the arbitrators shall be final binding upon both parties concerted.
12 Miscellaneous Provisions
12.1 Any notice required or permitted to be given hereunder shall be in writing, and shall be served by email, fax or by registered airmail.
12.2 This Agreement constitutes the entire understanding of Supplier and Distributor with respect to the subject matter hereof amendment, modification or alteration of any term of this Agreement shall be binding on either party unless the same shall be made in writing and executed by or on behalf of the parties hereto.
12.3 This Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors. No assignment of this Agreement shall be valid without the prior written consent of the other party hereto.
12.4 All waivers hereunder must be in writing, and the failure of any party at any time to require the other party's performance of any obligations under this Agreement shall not affect the right subsequently to require performance of the obligation.
12.5 If any one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected and in such case the parties hereto oblige themselves to reach the intended purpose of the invalid provision by a new, valid and legal stipulation.
12.6 The section headings herein are intended for purpose of convenience only and shall not affect the construction or interpretation of any of the provision of this Agreement.
IN ACCEPTING THIS AGREEMENT, the parties acknowledge that supplier has read this agreement and understands it, hereto have caused this Agreement to be executed by themselves or their respective duly authorized officers.
Last updated April 1, 2018. Replaces the prior version in its entirety.