123RF.COM Content Contributor Agreement ("Agreement")
123RF.COM Content Contributor Agreement
  1. Definitions

    1. "Accepted Content" means Content uploaded onto Sites and deemed suitable for posting on Sites by 123RF for licensing.

    2. "Applicable Deductions" has the meaning ascribed to it in Clause 6(d).

    3. "Audio Content" means any sound (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original digital files, or any copies thereof.

    4. "Collection Societies" means any performing, mechanical, or other similar rights society (e.g. ASCAP, IFAMLA, MACP, BMI, SESAC, SOCAN, KOMCA, SACD, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE, MCPS, SDRM, JASLAC, etc.) in any jurisdiction that collects and administers royalty payments on behalf of music publishers, writers and performers.

    5. "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 (https://www.123rf.com/contrib_structure.php).

    6. "Content" means digital assets files in the form of images, photographs, illustrations, vectors, video footages and/or Audio Content contributed by You.

    7. "Content Contributor" means an individual that has 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.

    8. "Distribution Network" means the following methods / platforms used by 123RF to sell, license, sublicense and distribute Content:

      1. 123RF.COM ("Sites");

      2. application programming interface (API) methods / business models and other portable interfaces linking to Sites;

      3. other websites, platforms and venues under common control of 123RF or affiliated to 123RF; and

      4. Distributors / resellers and their respective sites and distribution channels.

    9. "Distributors" means any person / entity from any territory authorized by 123RF to resell the Content through the Distribution Network.

    10. "Edit" means not using the entire Content or using the Content in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying the Content.

    11. "Edited Content" has the meaning ascribed to it in Clause 2(d)(iii).

    12. "Identification Documents" has the meaning ascribed to it in Clause 3(a).

    13. "IPR" means the copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third party.

    14. "Licensed Work" means the end-product or end derivative work that has been Reproduced, Synchronized, Edited or created by or on behalf of the Licensee using independent skill and effort and that incorporates the Content and other material.

    15. "Licensee" means the third party clients / customers / users who license Content from 123RF, the Sites or the Distributors.

    16. "Payoneer" is an internet based financial service provider that allows users to transfer money and receive payments through reloadable prepaid MasterCard debit cards.

    17. "PayPal" (www.paypal.com) is an account-based system that allows anyone with an email address to securely send and receive online payments using their credit card or bank account.

    18. "Release" is the document stipulating terms under which one party may use pictures of persons or property for commercial and other purposes. Release includes "Audio Release" which means a document stipulating the terms and conditions under which a party may legally use the voice, voice recording or other audio recording of another party (i.e. the owner/creator of such voice, voice recording or other audio recording).

    19. "Reproduce(d)" means distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create / reproduce a derivative product.

    20. "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.

    21. "Synchronize" means to use Audio Content in timed relation to other elements.

    22. "Upload" means the upload, storage, transmission, posting or submission of Content on or to the Sites, whereby each Upload shall be governed by the terms and conditions of this Agreement.

    23. "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.

  2. Grant of Rights

    1. You grant 123RF the perpetual right as a non-exclusive distributor to distribute, license, sublicense and sell Your Content throughout the world via 123RF’s Distribution Network, in and through any and all media and methods now known or hereafter devised, including the right to include such Content in any marketing collaterals, promotional channels or marketing methods, pursuant to the terms and conditions in this Agreement and all other related activities whether on the Site or through any other third parties' platforms at 123RF's own expense without any further costs, charges or license fees to you. For the avoidance of doubt, 123RF Parties 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.

    2. You further authorize 123RF and the parties within the Distribution Network to facilitate all licensing and royalty fee payments/commissions with regard to Your Content as they each deem fit, including without limitation the remittance, collection, payment, withholding, transfer, crediting and other payment/collection methods for the sale, licensing and sublicensing of the Content.

    3. Use Rights (not applicable to Audio Content). With respect to the Content, You grant 123RF the following rights:

      1. Reproduce and authorize others to Reproduce products / merchandise / advertisements / promotional materials from Content for promotional use, other uses and/or resale;

      2. use / re-use;

      3. market and distribute the Content;

      4. publish / republish;

      5. upload / post, transmit and stream on any medium;

      6. print on any printable matter;

      7. crop;

      8. package;

      9. display on any display format and on any display medium;

      10. the right to use and publish, and permit others to use and publish, Your name in association with the Content, for the purpose of selling and distributing the Content, including for advertising and promotional purposes;

      11. the right to use the Content for 123RF’s or the Distribution Network’s business purposes relating to the promotion of the Sites, the Distribution Network and their respective distribution programs, and promote the licensing of Content, for which no compensation shall be due to You for such business or commercial purposes; and/or

      12. the right to determine (i) the suitability of keywords used or associated with Accepted Content and adapt, change and insert as 123RF deems fit other keywords for such Accepted Content; and (ii) the categorization of all Accepted Content on the Sites and within the Distribution Network.

    4. Use Rights (only applicable to Audio Content). You grant 123RF and the parties within the Distribution Network the right to use, re-use, Reproduce, Edit, distribute, publish, republish, Upload, post, transmit, print, crop, package, market and publicly display Audio Content to prospective Licensees through any media now known or hereinafter invented. You further grant 123RF and the parties within the Distribution Network the following rights:

      1. Creation of Licensed Work. The right to use and/or Reproduce the Audio Content for the purposes of mechanical reproduction and duplication, electrical transcription, Synchronization with visual images, other music or sound, dramatic productions and various other commercial uses and to collect all fees and royalties that become due from such uses, if any;

      2. Commercial Media and Products. The right to sub-license the Audio Content for the following use: to market, advertise, promote, distribute, rent, sell, license, broadcast, exhibit, manufacture and otherwise exploit products, infomercials, film or television productions and other works embodying or incorporating the Audio Content, including (i) theatrically; (ii) on all forms of television including cable, cable transmission, free, pay, subscription, syndicated, video-on-demand, internet protocol television and satellite; (iii) on radio for broadcast over the air, satellite broadcast, or internet whether by streaming or otherwise, and radio programming whereby Audio Content is Synchronized with other musical or audio works; (iv) on the internet and/or mobile devices via browser (including podcasts), as website background music or sound or similar use on private or corporate websites; (v) on tangible media devices (like DVD); (vi) promotional activities which include exhibitions or performances in commercial, retail, wholesale or other similar locations to promote products, services and organizations; (vii) to develop motion pictures intended for exhibition for the purpose of creating awareness; (viii) to develop products, services, presentations or exhibitions intended to market, promote or educate the public on goods, wares and/or services; and (ix) Reproduce or manufacture Licensed Work products for re-sale, license or other re-distribution including, without limitation, toys, games, cards, and other similar entertainment products;

      3. Edit and Format. To the extent permitted by applicable law, the right to Edit Your Audio Content and the right to authorize others to do the same ("Edited Content"), and You agree to the Edited Content being used for licensing, distribution or in any other manner in accordance with the terms and conditions of this Agreement or in a Licensed Work. In addition, You hereby grant 123RF and the parties within its Distribution Network the permission to re-format or otherwise prepare / rationalize the Audio Content for purposes of licensing, promotion, preview or use, and assigning International Recording Codes to the Audio Content (if necessary);

      4. Distribution. The right to distribute and license the Audio Content in any configuration i.e. whether as a single song or sound, as part of an album or other bundle, in an on-demand stream, as part of a subscription service, as part of a collection or recording from the Sites or any and all Distribution Network(s);

      5. Sampling. The right to create, edit and make available to the public by streaming, clips comprising portions of the Audio Content, for the purpose of promoting the sale or licensing of Audio Content on the Sites or the Distribution Network;

      6. Mobile Audio. The right to edit, modify, alter, enhance, reproduce, loop, distribute and publicly perform portions of the Audio Content as ringtones, ring acoustic and other tonal systems or similar audio segments for use in connection with wireless devices or telecommunication devices, and the right to authorize others to do the same;

      7. Content Contributor Information. Upon Your consent, the right to use and publish, and permit others to use and publish, Your name in association with the Audio Content, for the purpose of selling and distributing the Audio Content, including for advertising and promotional purposes;

      8. Promotions. The right to use the Audio Content for 123RF or the Distribution Networks business purposes relating to the promotion of the Sites, the Distribution Network and their respective distribution programs, and promote the licensing of Audio Content, for which no compensation shall be due to You for such business or commercial purposes; and/or

      9. Categorization and Keywording. The right to determine (i) the suitability of keywords used or associated with Accepted Content and adapt, change and insert as 123RF deems fit other keywords for such Accepted Content; and (ii) the categorization of all Accepted Content on the Sites and within the Distribution Network.

  3. Content Contributor’s Identification

    1. You are required to submit at least one (1) valid government-issued identification to 123RF for purpose of account creation such as the following:

      1. travel passport;

      2. identity card;

      3. driver's license; and/or

      4. certificate of incorporation (applicably for companies and organizations).

      (collectively known as the "Identification Documents")

    2. Scanned proof of identification can be uploaded via the Sites.

    3. 123RF reserves the right to:

      1. reject the Identification Documents as uploaded by you due to authentication issues; and

      2. refuse to process the Commission due to You until valid identification is processed by 123RF;

    4. withhold Your Commission if 123RF suspects that You have been involved in fraudulent transactions or infringement of IPR or have breached the terms of this Agreement;

    5. start or continue to review and approve any Content submitted by You only after valid identification has been submitted and approved by 123RF; and/or

    6. deactivate, suspend or terminate any account /membership.

    7. Personal Information

      1. 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.

      2. 123RF will only accept personal identification documents that are processed securely within the Sites.

      3. 123RF will take all necessary security measures and precautionary protocols to ensure that all personal information of Content Contributors are secure and will not be accessible by unauthorized third parties.

  4. Releases

    1. You represent and warrant that You have taken all reasonable steps and measures to obtain genuine and original Release(s) for all Content uploaded by You that contains an identifiable person or property.

    2. 123RF has the right to reject Content with identifiable person(s) where You have not secured the necessary Release except for Content marked specifically for editorial-use only.

    3. 123RF shall be entitled to terminate Your account in the event You are found to have submitted false or incorrect Releases and You shall be liable to indemnify 123RF for any and all claims arising from such false or incorrect Releases.

    4. 123RF reserves the right to verify and provide documentation regarding Releases to its clients, if required. In such an event, 123RF shall ensure that the personal information of the individual identifiable in the Content be kept private and confidential.

  5. Right to Control Claims

  6. Further to the right granted by You in Clause 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 the 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 in the Accepted Content ("Claims").

    You hereby agree to commit and provide all necessary cooperation as is reasonable and appropriate to 123RF and the Distributors with respect to the Claims and You shall not unreasonably withhold or delay such cooperation. Except with Your prior written consent, 123RF and the 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 the Distributors shall be entitled to recover all fees and expenses arising from the management and control of any Claims (including the attorney fees) from You. If 123RF and the Distributors decide not to pursue a Claim, You shall have the right to pursue such Claim at your sole expense and 123RF shall provide all necessary cooperation with respect to the Claim.

  7. Content Contributor's Commission

    1. 123RF shall pay You a Commission based on 123RF’s rates. The prices for Accepted Content may vary according to quality, resolution, type / category, size and demand of the Content, and any other relevant factors. Unless otherwise stated, all payments made will be in US Dollars.

    2. Your account will be updated in real time for each of Your Content downloaded by a Licensee but the total Commission payable will only be shown by the 15th of each month. Payment will only be made if the total Commission payable meets the Minimum Payout Thresholds as set out in Clause 7 below and You have duly completed the withholding tax document through 123RF’s platform. If the total Commission payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and no request is required. In the event You fail to submit the duly completed withholding tax document through 123RF’s platform, any part 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.

    3. The amount of withholding tax to be deducted by 123RF shall be based on the structure outlined here: https://www.123rf.com/tax/taxtreaty.php

    4. All Commission to be paid to You by 123RF are subject to the following adjustments / deductions:

      1. any applicable taxes which in the opinion of 123RF, is required to be withheld, deducted or paid from any of Your Commission pursuant to any applicable law, regulation or treaty. For the avoidance of doubt, 123RF and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations;

      2. any refunds or cancellation of licenses or downloaded Content by the Licensees for any reasons whatsoever;

      3. any other reasonable expenses attributable to You in the course of enforcing this Agreement;

      4. any prior overpayment of Commission by 123RF to You; and

      5. any other amount due from You to 123RF or any parties in the Distribution Network,

      (collectively known as "Applicable Deductions")

  8. Minimum Payout Threshold (in US$)

    1. PayPal

    2. The minimum payout is US$50.00.

    3. Skrill

    4. The minimum payout is US$100.00.

    5. Payoneer

    6. The minimum payout is US$50.00.

  9. Payment Terms

    1. Selecting Payment Method: There will be no default payment method and 123RF will not send You any Commission payable until You have chosen one of the payment methods above. To make such a selection, You are required to edit the settings in Your profile after signing in or during initial account registration. 123RF shall not be responsible for payment set to incorrect accounts as entered into Your profile.

    2. 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 is incurred through no fault of 123RF, 123RF may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by deducting such Additional Transaction Fees from the Commission payable.

    3. Account Cancellations and Sums Remaining: If You cancel Your account before You reach the Minimum Payout Threshold, the amount in Your account will be forfeited.

    4. Modification: 123RF reserves the right to modify the Commission rate and/or payment processing and/or payment delivery schedule at any time and will notify You by email of the change.

    5. 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.

    6. Customer Refunds and Adjustments

      1. Where a Licensee disputes the purchase of any Content, and upon an internal investigation by 123RF, at 123RF’s discretion, a credit card chargeback or refund is made to the Licensee, the downloads of such Licensee shall be removed from Your earnings.

      2. Refunds are only given after signed documents are returned to 123RF by the Licensee indicating that they will destroy any downloaded Content from the Sites and will not use the Content.

  10. Fraudulent Downloads & Violations

    1. Intellectual Property Right Infringements: You shall not contribute any Content in any manner that violates, plagiarizes, misappropriates or infringes the rights of third parties in any manner including but not limited to intellectual property right infringements.

    2. 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.

    3. System Abuse: All Your Commission will be forfeited if You are found to be artificially inflating downloads or violating the terms of this Agreement.

    4. Post-termination Account: If Your account is terminated for any reason, You must obtain 123RF's prior consent to sign up for another account. Further violation will result in a permanent ban from the use of the Sites.

  11. Indemnity

    1. 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 out of or in connection with (i) Your Uploaded Content; (ii) the use, licensing or sale of Your Uploaded Content by 123RF, Distributor, parties within the 123RF Parties and Licensees pursuant to the terms of this Agreement; (iii) the use or infringement of IPR 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.

    2. 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 legal@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.

    3. 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) only (the "Liability Cap").

  12. Liability and Disclaimer

    1. 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 have been advised of the possibility of such damages.

    2. Licensees: You agree and acknowledge that 123RF Parties and the parties within the Distribution Network will license the Content according to various license agreements; however, 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 the 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.

  13. Representations and Warranties

    1. Legal Capacity: You represent and warrant that You are eighteen (18) years of age or over and have the legal capacity to enter and accept this Agreement. By using the Sites, and/or registering for an account, You warrant that You are eighteen (18) years of age or older.

    2. Copyright Ownership: You represent and warrant that You own all proprietary rights including all copyright 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.

    3. 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.

    4. No IPR Infringement: You represent and warrant that Your Content does not, in any way and in any territory worldwide, infringe the copyright, trademark, IPR, performers’ rights, audio/voice release rights, production rights, privacy rights, publicity rights, trade secret, confidentiality or any other proprietary right of any party or third party. You agree that You may not Upload any Content which infringes any IPR 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 such IPR. 123RF reserves the right to remove from the Sites and the Distribution Network any Content which infringes (or which 123RF believes may infringe) any IPR with or without notice or reference to You.

    5. No Immoral Content: You represent and warrant that Your Content does not involve any illegal or immoral activities 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, defamatory, intrusive of privacy or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.

    6. Personal Account: You undertake to use the 123RF account only for Yourself and no third party shall have access to Your account. Any losses and damages arising from unauthorized access shall be Your sole liability / responsibility.

    7. 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.

    8. 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 be fully responsible for such sums.

    9. Virus/Malware: You warrant and represent that You will not introduce or transmit to the Sites, and Your Content does 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 might or will 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.

    10. True Information: You represent and 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.

    11. Society Membership (applicable to Audio Content only). You represent and warrant that there are no royalty payments which are payable or may be payable to any of the Collection Societies in relation to any Audio Content contributed / Uploaded by You, and that You are not a member of any of these Collection Societies. If You are a member of a Collection Society, You are NOT eligible to sign up as a Content Contributor or directly or indirectly contribute or Upload any Audio Content to the Sites, or any sites operated within the Distribution Network. If You intend to join a Collection Society, You must inform 123RF before doing so and take steps to terminate this Agreement pursuant to the terms herein.

  14. Term and Termination

    1. Term: This Agreement is effective until terminated. Either Party may terminate this Agreement by giving thirty (30) days prior written notice to the other Party.

    2. Immediate Termination: Either Party may terminate this Agreement effective immediately if:

      1. the other Party becomes insolvent or is subjected to bankruptcy; and/or

      2. the other Party is in breach of this Agreement.

    3. Survival Rights: Termination will not affect the validity of any licensed Content prior to the termination. Such licenses granted prior to termination will continue in full force and effect according to their terms.

    4. Effect of Termination: Within a reasonable time after termination 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.

    5. Post-Termination / Content Removal Licensing. Notwithstanding Clause 13(d) above, 123RF may retain digital files of the Content in 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.

    6. 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.

  15. Force Majeure

  16. It is mutually understood and agreed that neither You nor 123RF (including 123RF Parties and the parties in the Distribution Network hereto) shall be held responsible for damages caused by the delay or failure to perform any of its obligations under this Agreement, when such delay or failure is due to fires, explosions, floods, storms, strikes, labor trouble, riots, epidemic, legal acts of the public authorities, delays or defaults caused by public carriers which cannot reasonably be forecasted or provided against, change of government or political power, war (declared or undeclared), embargos, blockades, legal restrictions, insurrections, acts of God or any other cause similar thereto which is beyond the control of the parties herein.

  17. Governing Law and Dispute Resolution

  18. 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.

  19. Language

  20. This Agreement was originally written in English and may be subsequently translated into other languages. In case of inconsistency between the English version and the translated version, the English version shall prevail.

  21. Time of the Essence

  22. Time wherever referred to in this Agreement shall be of the essence.

  23. Entire Agreement/Severability/Waiver

  24. This Agreement constitutes the entire Agreement between You and 123RF regarding this subject matter and supersedes 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' intention(s). 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.

  25. Successor and Assignment

    1. This Agreement shall remain valid and binding throughout the duration of this Agreement on the parties herein including their successors in title and permitted assigns.

    2. 123RF shall be free to assign this Agreement and/or any of its rights or obligations under this Agreement to any party without notice to You.

    3. You may only assign this Agreement and/or any of its rights or obligations under this Agreement upon obtaining a prior written consent from 123RF.

  26. Modification

  27. 123RF reserves the right to modify these terms at any time and to notify You by email or to display the modified terms on the Sites.

  28. Acknowledgment of Acceptance

  29. By clicking the "I Agree" button, You acknowledge that You have read, understood and have accepted the terms of this Agreement, and have had the opportunity to seek prior legal advice and agree to abide by and be bound by the terms and conditions as set forth in this Agreement.