123RF LIMITED ROYALTY-FREE LICENSE AGREEMENT (Extended Editorial RF License)
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF 123RF LIMITED / 123RF.
The 123RF LIMITED/123RF End User License Agreement (EULA or the "Agreement")
You have agreed to be bound by the Terms and Conditions of this Agreement and by downloading any of the Content from 123RF, You acknowledge that You have read, understood, and accepted the Terms and Conditions of this Agreement.
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 Content, or, is authorized to allow You to access, acquire, and use Content under the Terms and Conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to Content which proves to be subject to the ownership or rights of any third party (other than 123RF) without the reasonable knowledge or fault of 123RF. The copyright and all other rights of the Content shall remain with 123RF and its respective suppliers.
Terms and Conditions of Use
You agree to access, acquire, and use the Content under the following Terms and Conditions:
1. These Terms and Conditions constitute a legal Agreement between You and 123RF.
2. 123RF grants You a nonexclusive, nontransferable license to use, reproduce, modify, publish, display, and distribute the Content according to the Terms and Conditions set forth in Section 3 hereof.
3. You may NOT (For Content marked as "Editorial Use Only"):
(a) Unless additional rights are stipulated in the Section 2, or granted pursuant to a separate license agreement, Content may not be used for any commercial, promotional, advertising or merchandising use.
(b) Content may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without the express written permission from 123RF.
(c) Licensee may not use Content in any manner that violates the rights of individuals such as defamation, intrusion on privacy, misappropriation of likeness, or depiction in a false light.
(d) Licensee may not:
(i) sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
4. Photo Credit
(ii) make the Content available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users;
(iii) sell, license or distribute any end product containing the Content in a way that is intended to allow or invite a third party to download, extract or access the Content as a standalone file;
(iv) include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or
(v) use or display the Content on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
(vi)Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a standalone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Content.
(vi)under any circumstances use Content in connection with any pornographic, obscene, immoral, defamatory or illegal materials; endorsement of product(s); sensitive mental/health/other similar aspect of contexts or subjects.
(a) Content must include the following credit line adjacent to the Licensed Material:"©[Photographer's Name]/123RF.COM" or as otherwise notified by 123RF.
(b) Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage Licensed Material used in a feature film, broadcast television or cable production and must read: "Footage supplied by [Photographer's Name]/123RF.COM"
5. You understand that Content is copyrighted and may be owned by a third party, and any unauthorized use by you may be an infringement of such copyright.
6. You understand and agree that 123RF may, in its sole discretion,
(a) monitor anything you download from or upload to the 123RF website, 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, per user, as to insure the best possible service to all 123RF subscribers,
(c) track any abuse of your username and password in connection with the 123RF website or sites or in connection with this Agreement,
(d) terminate your account immediately if we detect you are using, or are trying to use any automated means to download content, and
(e) terminate your account, without notice, if it finds what 123RF believes to be any violation of this Agreement and/or any abuse of your username and password. If your account is terminated for any violation of this Agreement and/or any abuse of a username or password, you lose all rights to 123RF Content, must immediately delete all Content acquired from 123RF, and forfeit all fees paid.
7. 123RF and the Content are made available to you "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." 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 will be uninterrupted, error free of computer viruses or other damaging materials. When you access and acquire Content, you do so at your 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. 123RF, its employees, directors, and officers, and anyone acting on behalf of 123RF make no representation or warranty as to your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.
(a) You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the 123RF website has made any representation or warranty 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, and
(b) You understand that You should seek competent counsel before using Content on or in connection with any goods or services or for any other commercial purposes.
8. In no event will 123RF, its employees, directors, and officers, or anyone else associated with 123RF 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 Content, even if 123RF has been advised of the possibility of such damages. In no event will the liability of 123RF, its employees, or related parties exceed the amount paid by you for accessing or using 123RF and for accessing, acquiring, and/or using Content from 123RF. Because 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:
(a) you are at least 18 years of age and have the right to enter into this Agreement;
(b) you will not use the Content in any way that is not permitted by this Agreement;
(c) your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
(d) the information you provide to 123RF Sites is accurate and true, including, without limitation, all credit card information.
(e) the download, upload or use in any way of any content, Content or information which is uploaded by You onto 123RF (the "Uploads") does not infringe upon the copyright, trademark or any intellectual or proprietary property right of 123RF or third party other than 123RF and that You are the full owner of the Uploads and all rights vested in the Uploads without any encumbrance or fetter to such rights; 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 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 123RF, its employees, directors, and officers, and anyone else associated with 123RF, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including attorneys' fees and expenses, arising in connection with Your use of the Content 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. 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' intentions. 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.
12. 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.
13. 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.