In-Store Limited Commercial License

In-Store Commercial License Agreement

Effective Date: [Date of First Subscription Payment]

This License Agreement ("Agreement") is a legally binding contract between you (the "Licensee") and TELE TUNES (the "Licensor"). This Agreement governs the rights and restrictions for the use of digital 3D model files ("Files") purchased from TELE TUNES to produce and sell physical items in a physical retail setting.

By subscribing, you confirm that you have read, understood, and agree to be bound by all terms and conditions contained herein. If you do not agree to these terms, do not subscribe or download the Files.

1. Grant of License

Upon timely monthly payment of the subscription fee, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable license to (a) produce physical items ("Prints") from the covered Files using 3D printers owned and operated by the Licensee, and (b) sell those Prints solely at one physical retail point of sale at a time (store, kiosk, booth, or pop-up) (the "Location"). Model coverage is limited to the number of models included in the Licensee’s selected subscription tier.

2. Restrictions

The license granted herein is subject to the following express restrictions:

2.1. No Online Sales. Sales are permitted only in person at the Location. No websites, marketplaces, social media, or remote order channels.

2.2. No Distribution or Transfer of Files. The Licensee shall not share, sell, sublicense, lease, lend, gift, or otherwise distribute or transfer the Files to any third party in any form.

2.3. No Modification or Derivative Works. The Licensee shall not modify, alter, adapt, translate, reverse-engineer, decompile, or create any derivative works based on the Files or the resulting Prints. Brand marks present in the design must not be removed or obscured.

2.4. Self-Printing Only; No Third-Party Manufacturing. All Prints must be produced by the Licensee on equipment personally owned and operated by the Licensee. No outsourcing, subcontracting, or third-party printing services are permitted.

2.5. One Location at a Time. Only one active Location is permitted at any given time. Pop-up stores are allowed as the single active Location. The Licensee may change the Location but must not operate more than one simultaneously and shall provide the current Location address and dates on request.

2.6. Non-Transferability. This Agreement and the rights granted herein are personal to the Licensee and may not be assigned, transferred, or sublicensed.

3. Sales Limitation

The Licensee may sell a maximum of thirty (30) items per calendar month per covered model. The limit measures sales, not prints. Failed, defective, or unsold prints do not count toward this cap. To sell more than thirty (30) items per month per model, the Licensee must upgrade to an appropriate higher-volume license.

4. Term, Renewal, and Termination

This license renews month-to-month via subscription. Rights lapse automatically upon non-payment or cancellation, and the Licensee must immediately cease sales. The Licensor may terminate this Agreement immediately for breach, or without cause on three (3) months’ written notice. Upon termination, the Licensee must stop sales by the effective date of termination and delete all copies of the Files. Unsold inventory may be sold only during any applicable notice period; after termination, sales are prohibited. The Licensor may change fees and terms effective on a future renewal by giving at least thirty (30) days’ written notice; if the Licensee does not agree, the Licensee may cancel before the change takes effect. Continued subscription or sales after the effective date constitutes acceptance.

5. Records and Audit

The Licensee shall maintain monthly records of units sold per model and reasonable proof of the active Location. On ten (10) days’ written notice, the Licensor may audit such records once per year, or more frequently upon reasonable suspicion of breach.

6. Intellectual Property Rights

All intellectual property rights, including but not limited to copyright, design rights, and trademarks in and to the Files and the three-dimensional models they represent, are and shall remain the sole and exclusive property of TELE TUNES. This Agreement constitutes a limited license for use and does not transfer any ownership or title to the Files or the underlying intellectual property.

7. Disclaimers and Limitation of Liability

The Files are provided on an "as is" and "as available" basis, without warranty of any kind, either express or implied.

7.1. Disclaimer on Print Quality and Compatibility. The Licensor makes no warranties regarding the quality of Prints, the selection of materials, or the compatibility of the Files with any specific 3D printer, software, or printing technology. The Licensee assumes all risk and responsibility for the entire printing process and the outcome of any resulting Prints.

7.2. Disclaimer on Functionality and Safety. The Licensor makes no guarantees regarding the musical accuracy, pitch, tone, or playability of any instrument printed from the Files. The performance of any printed instrument is dependent on numerous factors outside the Licensor's control, including printer precision, material properties, and user assembly. The Licensee assumes all responsibility for ensuring that any materials used for printing are non-toxic and food-safe where applicable, particularly for items intended to come into contact with the mouth or body.

7.3. Limitation of Liability. To the fullest extent permitted by law, the Licensor’s total liability under this Agreement shall not exceed the subscription fees paid by the Licensee in the three (3) months preceding the event giving rise to the claim. In no event shall the Licensor be liable for any indirect, incidental, consequential, special, or punitive damages.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Finland.