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123RF.COM Content Contributor Agreement
123RF.COM Content Contributor Agreement
THIS IS AN AGREEMENT BETWEEN CONTENT CONTRIBUTORS (“YOU”) AND 123RF LIMITED (“123RF”). THIS AGREEMENT APPLIES TO ALL CONTENT CONTRIBUTORS WHO SUPPLY CONTENT TO 123RF.COM / 123ROYALTYFREE.COM (COLLECTIVELY KNOWN AS “SITES”).
Accepted Content means Content uploaded onto Sites and deemed suitable for posting on Sites by 123RF for licensing.
Applicable Deductions has the meaning ascribed to it in Section 6(d).
Content means digital assets files in the form of images, photographs, illustrations / vectors or video footages contributed by You.
Content Contributor means any individual that have accepted this Agreement, has successfully cleared the ID verification process as per Clause 3 and has been approved by 123RF to upload content to 123RF.COM's servers.
Commission means payment due to the Content Contributor (less any Applicable Deductions) from sublicensing the Content uploaded and owned by the Content Contributor based on 123RF’s Commission Structure, as may be revised by 123RF from time to time (www.123rf.com/contrib_structure.php).
Distribution Network means the following methods / platforms used by 123RF to sell, license, sublicense and distribute Content:
123RF.COM / 123ROYALTYFREE.COM (i.e. the Sites)
application programming interface (API) methods / business models and other portable interfaces linking to Sites
other websites, platforms and venues under common control of 123RF or affiliated to 123RF
Distributors / resellers and their respective sites and distribution channels.
Distributors mean any person / entity from any territories authorized by 123RF to resell the Content through Distribution Network.
IPR means copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third party.
Skrill (www.skrill.com) is a worldwide payment network that allows anyone to safely send and receive money using credit / debit card and banking accounts.
PayPal (www.paypal.com) is an account-based system that lets anyone with an email address securely send and receive online payments using their credit card or bank account.
Payoneer is an internet based financial service business that allows users to transfer money and receive payments through reloadable prepaid MasterCard debit cards.
Release is the document stipulating terms under which one party may use pictures of persons or property for commercial and other purposes.
Reproduce means distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create / reproduce a derivative product.
123RF Parties means 123RF, its respective officers, directors, employees, agents, representatives, officers, shareholders, advisors, licensees, sub-licensees, parties within the Distribution Network and anyone else associated with 123RF.
Grant of Authority
You grant 123RF the right as a non-exclusive distributor to distribute, license, sublicense and sell Content on a worldwide basis (by itself and through any number of Distributors and authorized resellers) in and through any and all media and methods now known or hereafter devised, including all marketing media, promotional channels or marketing methods, pursuant to the terms and conditions in this Agreement. For the avoidance of doubt, the subsidiaries and related companies of 123RF by virtue of this clause shall also duly obtain the right to use the Content for the purposes as prescribed under this Clause 2(a) without any further costs, charges or license fees to be incurred.
With respect to the Content, You further grant 123RF the following rights:
Reproduce and authorize others to Reproduce products / merchandise / advertisements / promotional materials from Content for promotional use, other uses and/or resale
use / re-use
market and distribute the Content and Reproductions
publish / republish
upload / post, transmit and stream on any medium
print on any printable matter
display on any display format and on any display medium
all other customary uses in relation to the Content
123RF Parties may post, Reproduce, modify, display, make derivative works or otherwise use any Content for its own business purposes relating to the advertising and/or promotion of the business and all other related activities whether on the Site or through any other third parties' platforms at 123RF's own expense without any further compensation to you.
You are required to submit at least one (1) valid means of Government-Issued identification to 123RF during account creation, as follows:
driver's license; or
certificate of incorporation (companies and organizations).
Scanned proof of identification can be uploaded via the Sites.
123RF reserves the right NOT to:
process Your payments until valid identification has been submitted and approved.
start or continue to review and approve Content submitted by You until valid identification has been submitted and approved.
reinstate any account / membership that has been de-registered / revoked.
Disclosure of Identification
123RF will not rent, sell, or share personal information about You with other parties or non-affiliated companies, unless 123RF is required to do so by law, or in good faith.
Privacy and Security of Personal Information
123RF will only accept personal identification documents through secure upload process within the Sites.
123RF will take all necessary and reasonable security measures and precautionary protocols to ensure that all Content Contributor's documents used to verify the identity of the Content Contributor remains undisclosed from unauthorized third parties.
You are solely responsible to provide valid and accurate Releases for all Content You uploaded that contains an identifiable person or property.
123RF will not accept Content with identifiable person(s) that do not have proper Releases except Content for editorial-use only.
Content Contributors who submit false or incorrect Releases risk their account being terminated and could potentially face legal action by 123RF's clients should any issue arise due to invalid / inaccurate Releases.
123RF reserves the right to verify and provide documentation regarding Releases to our clients, if required. In such an event, 123RF shall ensure that the personal information of the model(s) shall be kept private and undisclosed.
Right of Refusal of Content
123RF reserves the right to refuse / not accept / remove any Content, and/or deny approving any account for any reason.
Right to Control Claims
Further to the right granted by You in Section 2 and in this Agreement, 123RF shall retain the exclusive right to pursue any administrative or legal action as it solely deems fit and necessary against any third party for any unauthorized use of the Content. You hereby agree to grant 123RF and Distributors the exclusive and irrevocable right to institute, report, file, pursue, manage, settle, take control and defend any claims related to any actual or alleged infringement of any IPR (including copyright) in the Accepted Content ("Claims").
You hereby agree to commit and provide all necessary cooperation as is reasonable and appropriate to 123RF and Distributors with respect to the Claims and You shall not unreasonably withhold, delay or terminate such cooperation in respect of the Claims. Except with Your prior written consent, 123RF and Distributors will not undertake any written or verbal settlements where such settlements may be prejudicial to Your rightful ownership in the Accepted Content, whether now or in future. 123RF and Distributors shall be entitled to recover all fees and expenses arising from the management and control of any Claims (including the attorney fees). If 123RF decides not to pursue a Claim, You shall have the right to pursue such Claim at your sole expense, subject to written confirmation from 123RF.
Content Contributor's Payment
123RF shall pay You based on the 123RF’s Commissions Structure as shown on 123RF.com Commission Structure. Unless otherwise stated, all payments made will be in US Dollars.
Your account will be updated in real time for each of Your Content downloaded by a paid subscriber / user but the total amount payable will only be shown by the 15th of each month. Payment will only be made if the total amount meets the Minimum Payout Thresholds below and You have duly completed the withholding tax document through 123RF’s platform. If the total amount payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and do not need to be requested. In the event You fail to submit the duly completed withholding tax document through 123RF’s platform, any of Your Commission which is subjected to tax, will automatically be subjected to thirty percent (30%) withholding tax.
For the avoidance of doubt, Your Commission shall be subjected to the withholding tax imposed by the government of the relevant country(ies). You may be required to fill up any relevant tax form, from time to time, to ensure You comply with the relevant country(ies)’s taxation law.
All Commission to be paid to You by 123RF are subject to the following adjustments / deductions:
any applicable taxes or withholdings, at the sole opinion of 123RF, is required by 123RF to withheld, deduct or paid from any of Your Commission pursuant to any applicable law, regulation or treaty (however, 123RF and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations);
any refunds or cancellation of licenses or downloaded Content by the Licensees for any reasons whatsoever;
any other reasonable expenses attributable to You in the course of enforcing this Agreement;
any prior overpayment of Commission by 123RF to You; and
any other amount due from You to 123RF or any parties in the Distribution Network,
(collectively known as “Applicable Deductions”)
Minimum Payout Threshold (in US$)
The minimum payout is US$50.
The minimum payout is US$100.
The minimum payout is US$50.
Selecting Payment Method: By default, the system will not select any payment method and 123RF will not send You any payments until You have chosen any of the payment methods above. If You wish to receive payments via PayPal, Skrill or Payoneer, You are required to edit these settings in Your profile after signing in or during initial account registration. 123RF shall not be responsible for payment set to incorrect addresses as entered by You into Your profile.
Transaction Fees: Changes to Your payment preferences or address may result in processing payment problems / delay, and cause additional processing fees / bank transaction charges (if any) to be incurred (Additional Transaction Fees). If the Additional Transaction Fees (if any) did not occur through any fault of 123RF, 123RF may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by netting off such Additional Transaction Fees when payments are made.
Account Cancellations and Sums Remaining: If You cancel Your account before You reach Your Minimum Payout Threshold, the amount in Your account will be forfeited.
Modification: 123RF reserves the right to modify the commission rate and/or payment processing and/or payment delivery schedule at any time and notify You by email of the change.
Payment Schedule: All payments are made on or after the 15th following the month that Your Minimum Payout Threshold is reached. Example, if You reached US$100.00 worth of commissions by end February and elect Skrill, 123RF will pay You US$100.00 by the 3rd week of March.
Customer Refunds and Adjustments
Downloads resulting from credit card chargeback and customer refunds will be removed from Your earnings.
Refunds are only given after signed documents are returned to 123RF by the subscriber / user indicating that they will destroy any downloaded Content from the Sites and will not use the Content.
Fraudulent Downloads & Violations
Intellectual Property Right Infringements: You must not contribute any Content in any manner that violates, plagiarizes, misappropriates or infringes the rights of third parties including but not limited to intellectual property right infringements.
Sites Tampering: You may not 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 circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to the Sites.
System Abuse: All Your earnings will be forfeited if You are found to be artificially inflating downloads or abusing the system.
Post-termination Account: If Your account is terminated for any reason, You must obtain 123RF's permission to sign up for another account. Further violation will result in Your permanent ban from the Site.
Indemnity by You: You agree to fully defend and indemnify the 123RF Parties, free and harmless from any and all claims, liabilities, costs and losses (including any reasonable attorney’s fee and disbursement), arising in connection with (i) Your submission of Content; (ii) the use, licensing or sale of such Content by 123RF, Distributor, parties within the 123RF Parties and clients pursuant to the terms of this Agreement; (iii) the use or infringement by You of the Sites; and/or (iv) any breach or alleged breach or of any falsity or misrepresentation of any representation and warranty made by You in this Agreement.
Indemnity by 123RF: Subject to the terms of this Agreement, and provided that You have not breached the terms of this agreement, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap below. Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of its representations and warranties 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. 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 firstname.lastname@example.org, 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.
Liability Cap: 123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Ten Thousand United States Dollars (US$10,000.00) (the "Liability Cap")
Liability and Disclaimer
No Consequential Liability: In no event will any of the 123RF Parties be liable for any actual, indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the submission, promotion, use, inability to use, or payment for, the Content, even if 123RF or the 123RF Parties has been advised of the possibility of such damages.
Third Party Sub-Licensees: You agree and acknowledge that 123RF Parties and the parties within the Distribution Network will license Content according to various license agreements; however, third party sub-licensees of the Content may or may not adhere to the terms and conditions of those license agreements, for which non-adherence the 123RF Parties and the parties within the Distribution Network shall not be held responsible or accountable in any way. In this regard, You hereby agree that while You may directly pursue claims against third party non-compliant sub-licensees, You will not pursue nor have any claims whatsoever against the 123RF Parties or the parties within its Distribution Network but 123RF may assist Your pursuit of such claims at 123RF’s discretion and at Your expense.
Copyrights and Warranties
Submission: Repeated submissions of Content that do not meet the requirements and specifications as informed by 123RF may result in account termination.
Legal Capacity: You warrant that You are 18 years of age or over and have the legal capacity to enter and accept this Agreement. By using this site, and/or registering for an account, You warrant that You are 18 years of age or older.
Copyright Ownership: You warrant that You own all proprietary rights including copyrights to the Content and understand that 123RF is merely providing a platform to market and sell the Content for You. No title, copyright or intellectual property rights are transferred or granted in any way to 123RF or any third party.
Tax Liability: You warrant that You shall be responsible for any income and all tax declarations as required in Your country of residence. 123RF shall not be held responsible for any tax issues pertaining to commissions paid out to You.
No Intellectual Property Right Infringement: You warrant that the Content that You are submitting to be licensed under 123RF are absent of any trademarks, service marks and logos and do not infringe the rights of any third party, including any intellectual property right.
No Immoral Content: Your Content do not involve any sensitive subject matters such as child abuse or exploitation, invasion of privacy or elements which are pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.
Personal Account: You covenant to use the 123RF account only for Yourself and take all steps to ensure that no one else uses the account, and that any violations thereof and losses, damages arising thereby shall be at Your sole liability / responsibility.
Right to Grant: You represent and warrant that You have all unconditional and irrevocable authority, right, title and ownership in granting all the rights in this Agreement to 123RF in relation to Your Content.
Creation Expenses: You represent and warrant that other than the commissions, there are no other fees, expenses, claims, damages or royalties payable or which may be payable to You (or any person involved in the creation of the Content uploaded by You) (Creation Expenses) by 123RF and the 123RF Parties, as a result of the licensing or use of the Content pursuant to the terms and conditions of this Agreement, and that any entitlement to Creation Expenses however and whenever arising is hereby waived by You unconditionally. You further represent and warrant that all Creation Expenses payable to persons involved in the creation of the Content uploaded by You have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, You shall bear full and sole responsibility.
Virus/Malware: You warrant and represent that You will not introduce or transmit to the Sites (and Your Content do not contain) any material or program of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Sites or servers or networks forming part of, or connected to, the Sites, or which does or might restrict or inhibit any other user's use and enjoyment of the Sites.
True Information: You warrant that all registration information, documents and identification provided by You are true, accurate, up to date and not misleading, and that You shall update such information to the Sites/123RF as changes occur.
Intellectual Property Right Duty: You represent and warrant that Your Content do not, in any way and in any territory worldwide, infringe intellectual property right. You agree that You may not upload any Content which infringes any Intellectual Property Right and You have the duty and obligation to notify 123RF of any such infringement (or possible infringement) and to take all steps to prevent any infringement of intellectual property right. 123RF reserves the right to remove from the Site and the Distribution Network any Content which infringe (or which 123RF believes may infringe) any Intellectual Property Right with or without notice or reference to You.
Releases: Your Content(s) have proper and valid Releases for Content containing identifiable faces / property.
Term and Termination
Term: This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party.
Immediate Termination: Either party may terminate this Agreement effective immediately upon receipt of notification if the other party:
should either party become insolvent or be subjected to bankruptcy.
should either party files a petition in bankruptcy.
is in breach of this agreement through violations pertaining to IPR.
Survival Rights: Termination will not affect any prior licensed Content with respect to Content granted to any licensee and such licenses will continue in full force and effect according to their terms.
Effect of Termination: Within a reasonable time after termination or expiration of this Agreement, 123RF shall delete all digital files representing the Accepted Content and withdraw the availability of such files for search and licensing from all Distributors databases and repositories.
Post-Termination / Content Removal Licensing. Notwithstanding Clause 12(d) above, 123RF may retain digital files of the Content of its back-up media up to ninety (90) days after termination or removal of the Content by You. 123RF reserves the right to pursue and close previously quoted transactions prior to the termination and conclude the sale before the next payout date. All commissions due to You as a result of the sale after the termination shall be paid out in full.
Outstanding commissions due to termination: 123RF may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all commissions due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of Content provided to 123RF or the Sites hereunder.
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 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.
This Agreement was originally written in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of inconsistency between the English and the translated version, the English version shall prevail.
This Agreement constitutes the entire Agreement between You and 123RF regarding its subject matter and supersede any prior agreements with respect to the 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.
123RF reserves the right to modify these terms at any time and to notify You by email and/or the Sites of the modifications.
Acknowledgment of Acceptance
By clicking the “I Agree” button and submitting Content, the Content Contributor acknowledges to have read, understood and accept the terms of this Agreement, and had the opportunity to and has sought prior legal advice and agrees to abide by and be bound by the Terms and Conditions as set forth in this Agreement.