The 123RF Exclusive Logo Purchase Agreement ("Agreement")

This Agreement is made between 123RF LIMITED ("123RF"), conducting business or transactions through and as 123RF.COM and/or 123ROYALTYFREE.COM (the "Sites") and the user/purchaser ("You") who downloads/purchases Logos from any of the Sites. You may not allow anyone else to use Your username or password.

You have agreed to be bound by the TOC and by downloading and/or purchasing any Logos from 123RF, You acknowledge that You have read, understood, and accepted this Agreement and the TOC.

1. Logo(s). For the purposes of this Agreement, Logo means
  1. a graphic mark, symbol, emblem, signage, logotype, wordmark or name that represents an idea, organization, product, service or brand that is made available for licensing under 123RF's Exclusive Logo label and which
  2. is expressly referred to as a Logo in this Agreement.

2. Rights. 123RF represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Logos (as presently known and devised hereafter, on a worldwide basis in perpetuity), and, is authorized to allow You to acquire such Logos under the TOC. Upon purchase of a Logo from 123RF, You receive the entire rights to the Logo on an exclusive basis (subject to clause 3 below). Subject to the TOC and clause 3, such purchase provides you with exclusive and perpetual rights over the Logo's use, publication, modification, registration (trademark or service mark), ownership, sale, licensing, distribution, and reproduction.

3. Limited Retention. Notwithstanding anything to the contrary in this Agreement, 123RF retains the right to display the Logo in their portfolio for promotion and advertising purposes of their services and product sales.

4. Third Party Copyright. Despite best efforts having been made by 123RF to ensure that the Logos are unique and do not infringe any third party intellectual property rights, You acknowledge and accept that third party rights in relation to similar logos may be infringed upon unknowingly by the parties and therefore 123RF does not warrant or guarantee that such Logos do not infringe any third party rights at the time of purchase.

5. Exclusive Assignment. The Logos displayed on the Sites will remain the property of 123RF until purchased by You, upon which the entire copyright and all other rights in the nature of copyright subsisting in the Logos would be assigned to You by 123RF on an exclusive basis.

6. Disclaimer. The Logos are made available to You "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS." 123RF, its employees, directors, officers, shareholders, advisors and anyone else associated with or, acting on behalf of, 123RF (the "123RF Parties") disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that Your usage of 123RF or the Sites will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire Logos, You do so at Your risk. The 123RF Parties also disclaim any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort.

You understand and acknowledge that none of the 123RF Parties nor anyone acting on behalf of the 123RF website or sites has made any representation or warranty that Your use of Logos will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition.

7. Independent advice. You understand that You should seek competent counsel before using Logos on or in connection with any goods or services or for any other commercial purposes.

8. Liability. In no event will the 123RF Parties be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Logos, even if 123RF has been advised of the possibility of such damages. In addition, in no event will the liability of the 123RF Parties collectively exceed the amount paid by You for purchasing the Logos from 123RF ("Liability Cap"). However, as some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

9. You represent and warrant that:
  1. You are at least 18 years of age and have the right to enter into this Agreement;
  2. You will not use the Logos in any way that is not permitted by this Agreement;
  3. Your use of the Logos will not violate any applicable law or regulation of any country, state, or other governmental entity;
  4. the information You provide to 123RF and the Sites is accurate and true, including, without limitation, all credit card information; and
  5. any account(s) opened or maintained by You on 123RF or the Sites will only be accessed and used by You for the purposes and on the TOC stipulated on the Sites and in this Agreement, and You shall ensure that no person other than You shall have access to or use Your account(s) or password(s) to such account(s).

10. Indemnity. You agree to fully defend and indemnify the 123RF Parties, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Logos and this Site or of any breach or alleged breach or of any falsity, inaccuracy or misrepresentation of any representation, warranty, or other promise made by You in this Agreement.

11. 123RF Limited Indemnity. Subject to the terms of this Agreement, and provided that You have not breached the terms of this or any other agreement with 123RF, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap. Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding alleging that the use by You pursuant to this Agreement violate 123RF's warranties and representations contained herein. This indemnification is conditioned upon You notifying 123RF, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to info@123rf.com, Attention: General Counsel. If required, 123RF shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with 123RF in the defense of any such claim and shall have the right to participate in any litigation at your own expense. 123RF shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein. Notwithstanding anything to the contrary contained herein, 123RF shall not be liable for any damages, costs or losses arising as a result of modifications or alterations made to the Logos or the context in which the Logos are used by You.

12. Entire Agreement. This Agreement constitutes the entire agreement between You and 123RF regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intention. Failure by 123RF to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The interpretation and enforcement of this Agreement shall be governed according to international treaty provisions and other applicable laws.

13. Prevailing Language. This Agreement was originally composed in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of conflict between the English version and another language version, the English version takes precedence.

14. Right of Third Parties. Any person or entity who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.

You have agreed and reaffirm Your agreement to conduct this transaction electronically.
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