123RF STANDARD LICENSE ("Agreement")
FOR IMAGES, ILLUSTRATIONS AND VIDEO
Please read the terms and conditions of this Agreement. Your acceptance of these terms is an absolute condition of your use of any product or service of 123RF Limited / Sites.
This Agreement is backed by our US$25,000 Promise
and entered into between:
123RF Limited("123RF") conducting business or transactions through and as 123RF.COM and/or 123ROYALTYFREE.COM (the "Sites"); and
the User or the employer, entity or person on whose behalf you are entering into this Agreement (collectively, "You"),
for the licensing and use of royalty-free images, illustrations (including vectors) and/or Video footage (collectively, the "Content
") made accessible through the Sites.
Single User Account Only
This Agreement only allows the creation and registration of a Single User Account
. You may not allow anyone else to use your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, you may only do so through 123RF's Corporate+ account (http://www.123rf.com/partnersite.php) ("Corp+")
or multi-seat license agreement (http://www.123rf.com/license.php?type=ml_unlimited
Rights and the 123RF Promise
123RF represents that it owns all rights or has all requisite authority, including copyright, in and to the Content (in its unaltered form), or, is authorized to allow You to access, and use Content under the terms and conditions of this Agreement. However, such representation will be deemed inapplicable with regards to Content which (i) proves to be subject to the ownership or rights of any Third Party without the reasonable knowledge or fault of 123RF; and/or (ii) scope or absence of the corresponding release (i.e., model, property or voice/sound release in relation to the Content, each a " Release
") prevents or restricts the intended use of the Content.
123RF exerts its reasonable efforts to procure the necessary Releases but is not a clearance center. In any event, You are solely responsible to determine whether specific Releases are required for Your intended purposes or use. 123RF may, upon written request and at its discretion, assist in the procurement of specific Releases but additional charges may apply.
The copyright and all other rights of the Content shall remain with 123RF and its Contributors.
: 123RF promises that the use of unaltered Content in accordance with the terms and conditions of this Agreement is backed by 123RF's US$25,000 Liability Cap (see Section 8(e) below)(the "Promise
Terms and Conditions of Use
This Agreement constitutes a legal agreement between 123RF and You. You understand that You shall seek competent and independent counsel before using the
Content on or in connection with any goods or services, or for any commercial or editorial purposes. You agree to access and use the Content under the
following terms and conditions:
" means the single 123RF user account registered in Your name at the Sites, to be used by You or an authorized User only.
" or "Customer
" means Your direct end-user clients / customers who use the Content only in the form of a
Licensed Work Reproduced or produced by You.
" means the artist, photographer, videographer, person or entity who has entered into a Content contributor (or Content
supplier) agreement with 123RF and contributed / supplied Content (to which they own all requisite rights including copyrights) to 123RF pursuant to the
terms and conditions of such agreement(s).
(d) "Licensed Work
" means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or
Your Client or Customer, using independent skill and effort and that incorporates Content and other material, and which Content shall be inseparable (to
the extent commercially and reasonably possible) from the Licensed Work to be standalone Content.
" means any form of copying or publication of the whole or a part of any Content, via any medium, in any form or Licensed
Work and by whatever means, the distortion, alteration, cropping, editing, re-composition or manipulation of the whole or any part of the Content, and the
creation of any derivative work from, or that incorporates, the Content, whereby such Content shall not be capable of being disassociated from the Licensed
Work by the Client, Customer, end user or any Third Party to be standalone Content.
(f) "Third Party
" means a person, entity or party other than You, 123RF, an affiliate of 123RF and the relevant Content Contributor.
" means any designated employee, contractor or subcontractor of You who has or been granted access by You to use Your single-user
Account (without being provided details of the Account password) and who: (i) downloads, manipulates, edits, modifies or saves the digital file containing
the Content; (ii) is otherwise directly involved in the creative process that utilizes the Content; (iii) incorporates the Content within any Licensed
Work; (iv) agrees to all the terms and conditions of this Agreement; (v) is administered, authorized and managed by You; and (vi) for whose actions /
omissions in relation to the use of the Content You shall be fully responsible.
" means any videos, animations, films, and clips or footage of moving images.
. 123RF grants You a personal, non-exclusive, non-transferable (including without limitation assigning, selling, giving,
sublicensing, loading, imputing or otherwise transferring), worldwide, royalty free and perpetual license to use, Reproduce, modify, publish, display,
manage and distribute (only in the form of Licensed Works) the Content according to the terms and conditions of this Agreement. The copyright, title and
all other rights of the Content shall remain with 123RF and its Content Contributors.
3. Permitted Use and Licensed Work
. You may, subject to the terms and conditions of this Agreement, access and acquire
the Content via the Sites, and download and use the acquired / licensed Content only for the purposes of Reproducing Licensed Work an unlimited number of
times provided that such download(s) and use(s) shall always, substantially and materially, (i) adhere to this Agreement; (ii) be other than those uses
prohibited under Section 4 of this Agreement; and (iii) not violate the rights of any Third Party.
under this Agreement include Reproducing Content in the following forms of Licensed Work:
Images and Illustrations
(a) as part of commercial or advertisement purposes in magazines, periodicals, newspapers, reports and other traditional print media ( traditional print
(b) as design elements on a website, video game, or CD-ROM but NOT in connection with any website template or software product for distribution, resale or
use by others (electronic design
(c) as part of marketing, advertising, or promotional materials, including print ads, mailers, handouts, pamphlets and packaging of promotional materials.
This excludes packaging for merchandise (e.g., where the packaging forms part of the product such as a box for toys) and packaging as a product itself
(e.g., wrapping paper itself being the merchandise)(promotional materials
(d) in connection with your business or entity, eg: corporate identity documents, business cards, catalogs, brochures, pamphlets and letterhead ( business identity
(e) as decor (for own use and not for resale) in an office, lobby, or public area, restaurant, retail store or home (decorative designs
(f) in the form of book covers (front and back), up to 500,000 prints collectively for each Content (book covers - 500,000 limit
(g) in an editorial publication (up to 500,000 prints collectively for each Content) such as (but not restricted to) magazines, newspapers, textbooks, books, eBooks, printed material, directories online or multimedia CDs, provided that in each editorial publication, the following credit statement: " [Contributor's Name] © 123RF.com
" (the "Credit Statement
") is prominently included on the same page as the Content or at the end
of the publication (editorial prints - 500,000 limit
Video, Images and Illustrations
(h) as multimedia presentations, design elements or advertisements in Video, film, PowerPoint, other presentation tools/software, internet or television
broadcast for home video, business presentation, documentary, feature film or commercial use, provided that the Licensed Work Reproduced from the Content
prominently displays the Credit Statement "[Contributor's Name] © 123RF.com
". Prominent display could include, e.g., beginning or ending credits
to a television program or broadcast, or sited reasonably close to the Content used, or appended or annotated clearly ( multimedia presentations
(i) as background or screen image in software or mobile applications, provided that the Content does not form an integral / core component of the software
/ mobile application (background
. You may NOT (and may not permit any Third Party) under any circumstances to:
(a) use, access or download any Content which is not intended for or licensed by You;
(b) resell or distribute the Content, electronically, in hard copy or in any storage medium, except as specifically authorized under this Agreement, in the
form of genuine Licensed Work(s);
(c) license, sublicense, sell, convey, transfer, assign (beneficially or otherwise) or Reproduce any rights in any Content other than in the form of
(d) download, copy, capture, load or rip any Content other than by the download means/methods/functions provided by the Sites;
(e) to the extent commercially and reasonably possible, make any part of the Content available (separate from the Licensed Work) in any medium accessible
by any Third Party;
(f) authorize any Third Party to use any part of the Content separately or detached from a Licensed Work, design and print templates, product or Web page
for any purpose or resell, sublicense, or otherwise make available such Content for use or distribution;
(g) transfer or make conceivable for transfer (to any person or entity other than You) any derived work incorporating Content other than Licensed Work;
(h) other than as permitted in Section 3, share Content across a network or service, within a digital asset management system or shared drive, on CD, DVD
or any media / medium, or in any other way that enables Content to be accessed by any Third Party, downloaded or distributed via mobile or
telecommunication devices, shared in any peer-to-peer or similar file-sharing network, application or arrangement or to make Content available to be
shared, extracted, accessed or reproduced as an electronic file;
(i) under any circumstances, use automated or programmatic means or methods to download Content;
(j) use Content in any logo or part of any trademark or service mark;
(k) copy or adapt the object code of the Sites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code
of any part of the Sites, or the Content, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management
information pertaining to the Content;
(l) use any Content in any manner that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation,
copyright, trademark rights, rights of privacy or publicity, performance rights, confidential information or any other right;
(m) under any circumstances use Content in connection with any pornographic, offensive, political, racist, ethnically or culturally offensive, obscene or
indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal materials; or in a manner which endorses violence or acts of terrorism,
is discriminatory towards race, gender, religion, faith or sexual orientation, or which purports to endorse products or services carrying sensitive
(n) use Content featuring a model or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person,
unless the scope of the model or property release for such Content specifically allows or covers such intended use and You accompany each such use with a
statement that clearly indicates that: (i) the Content is being used for illustrative purposes only; and (ii) any person depicted in the Content, if any,
is a model;
(o) use or display the Licensed Material on websites or in any other medium designed to induce or involve the sale, license or other distribution of "on
demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar
(p) use Content marked "for editorial use only" (or similar indication) for commercial use;
(q) avoid, bypass, remove or impair any measure that effectively controls access to the Content;
(r) delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded; and / or
(s) falsify the origin or source of software or other material contained in a file that is uploaded.
5. Unilateral Action
. You understand and agree that 123RF may, in its sole discretion:
(a) monitor anything downloaded from the Sites, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement;
(b) limit downloads to a fixed amount of total downloads per 24 hour period, as to reasonably ensure the best possible service to all 123RF subscribers;
(c) track any abuse of any account in connection with the Content, the Sites or in connection with this Agreement;
(d) terminate any 123RF account immediately if 123RF detects that You are using, or are trying to use any automated means to download Content; and / or
(e) terminate Your account, if 123RF finds what it believes to be any violation of this Agreement, and/or any abuse of any username and password if such
violation or abuse are not cured by You within 10 days of receipt of written notice of such violation or abuse. If an account is terminated for any
violation of this Agreement, You lose all rights to the Content, and must immediately delete all Content acquired from 123RF and comply with Section 15 on
termination, and forfeit all fees paid.
6. As Is Basis
. 123RF, the Sites, and the Content are made available on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. Except as
otherwise expressly stated herein, 123RF, its employees, directors, and officers, and anyone else associated with 123RF 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 any
Content or the Site(s) is accessed and used, You do so at Your own risk. 123RF, its employees and officers, and anyone else acting on behalf of 123RF also
disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. Except as stated in Section 7
below, 123RF, its employees, directors, officers and anyone else associated with or acting on behalf of 123RF make no representation or warranty (i) as to
your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights (including without
limitation, release rights) from such individual(s); and (ii) that Your use of Content 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. 123RF Warranty
. 123RF represents and warrants that:
(a) it has all necessary rights and authority to enter into and perform this Agreement;
(b) unaltered / unedited Content used in full compliance with this Agreement and applicable law does not infringe any copyright, trademark or other
intellectual property right;
(c) the Content(s) will be free from defects in material and workmanship for 30 days from delivery (and Your sole and exclusive remedy for a breach of this
warranty would be the replacement of the Content);
(d) to the best of knowledge, all necessary model and/or property releases for use of the Content authorized under this Agreement have been obtained.
8. General disclaimers and limitation of liability
. Notwithstanding anything to the contrary in this Agreement, You agree to fully defend and indemnify 123RF, its employees,
directors, and officers, and anyone else associated with 123RF, and each of their successors, licensees, distributors 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 Content or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this Agreement.
(b) Consequential Damage
. Other than Section 7 above, 123RF makes no other warranties, express or implied, regarding the Content or the
Sites, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Save for and limited by Section 8(c)
below, 123RF shall not be liable to You or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or
lost profits or any other damages, cost or losses arising out of Your use of the Content or the Sites or otherwise, even if 123RF has been advised of the
possibility of such damages, costs or losses.
(c) Limited Liability
. 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 (as defined below). 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 and actual lawsuit, claim, or legal
proceeding alleging that the possession, distribution, or use of unaltered Content downloaded and used 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 ten (10) business days from the date You know or reasonably should have known of the claim. Such notification must include all details
of the claim then known to You and emailed to email@example.com, Attention: General Counsel. If required, 123RF (or another party designated by 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 (or its designee) 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 Content or the context in which the Content is used by You.
(e) Liability Cap (the US$25,000 Promise)
. 123RF's maximum aggregate obligation and liability to You for all claims (assessed
collectively) under Sections 8(b) and 8(c) herein shall be limited to Twenty-Five Thousand United States Dollars (US$25,000.00) or the amount of the
license fees paid by the You for the Content (upon which the claim is made), whichever the higher (the "Liability Cap
(f) Unauthorized Use
. The representations and the warranties made by 123RF in this Agreement apply only to the Content as delivered by
123RF and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of
9. Representations and Warranties
. You represent and warrant that:
(a) You are at least 18 years of age and have the right to enter into this Agreement;
(b) You or Your representative has the right to enter into this Agreement;
(c) You shall not use the Content in any way that is not permitted by this Agreement and that all steps shall be taken to ensure that no unauthorized use
or, use beyond the terms of this Agreement, of the Content by any person occurs;
(d) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
(e) the information You provide to 123RF is accurate and true, including without limitation all payment and billing information; and
(f) 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 terms and conditions
stipulated 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
. You may designate subcontractors as Users under this Agreement only
through Your single Account for
the sole purpose of utilizing Content to Reproduce Licensed Work on your behalf, provided that such subcontractors agree to abide by the provisions of this
Agreement and you and the subcontractor be jointly and severally liable in the event of any breach of this Agreement or liability arising thereof.
. Neither party shall assign its rights or interests under this Agreement to any Third Party without the other party's prior
written consent in each instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible
entity that is either (i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it
participates, or (iii) to the purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such
party's rights and obligations under this Agreement.
12. Recovery of Costs
. If either party commences an action against the other relating to this Agreement for reasons including, but not
limited to, the failure to abide by any of the terms of this Agreement, the prevailing party in such action will be entitled to recover all costs
including, but not limited to, reasonable attorneys' fees associated with the action. Such relief is in addition to any other relief which may be awarded
to the prevailing party.
13. Continuing Obligations
. Cancellation or termination of this Agreement shall not affect:
(a) Your rights or obligations in respect of any Content downloaded and paid for by You during the term of this Agreement, provided that You have not
breached a material term thereof; or
(b) Your obligation to pay 123RF for any Content downloaded prior to the expiration or, other termination of, this Agreement.
. This Agreement is effective until it is terminated. You can terminate this Agreement by (i) deleting and destroying all
Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/accompanying materials thereof; and (ii) ceasing to use the Content
for any purpose. 123RF can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of the Agreement. Upon
such termination, you must immediately (i) delete and destroy all Content downloaded by You and in Your possession, and any Licensed Work(s) which have not
been utilized by or delivered to Clients / Customers for utilization, and copies/accompanying materials thereof; (ii) cease using the Content for any
purpose; and (iii) confirm in writing to 123RF that the foregoing requirements have been completed.
15. Governing Law and Dispute Resolution
. This Agreement shall be governed by, and shall be construed in accordance with, the laws of Hong
Kong. Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof,
shall be settled by arbitration in Hong Kong under the
Hong Kong International Arbitration Centre Administered Arbitration Rules
in force when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The decision of the arbitrator
shall, except in the case of manifest error, be final and binding upon the parties hereto. The arbitration proceedings shall be conducted in English.
16. 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 either party to enforce any provision of this Agreement will not be deemed a
waiver of future enforcement of that or any other provision.
17. Prevailing Language
. This Agreement will be prepared originally in English with a reference translation in another language, if
necessary. In the event of conflict in interpreting or construing the terms of this Agreement, the English version shall always prevail.
18. No Third Party Rights
. Any person who is not a party to this Agreement (whether or not such person is 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. Your acceptance, download and/or use of any Content shall deem your
agreement to this Agreement in its entirety.