This Agreement is entered into between 123RF, conducting business or transactions through and as 123RF.COM and/or 123ROYALTYFREE.COM (the “Sites”) and the Contributor (“You”) who uploads / contributes Logos (defined below) onto any of the Sites or to 123RF.

You are solely responsible to ensure the confidentiality and security of Your registered account username and password and may not allow anyone else to use or access such username or password. All use/activity/transaction originating from Your username/account will be attributed to and, be held responsible by You, regardless of whether such use/activity/transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Sites.

You have agreed to be bound by this Agreement and by uploading/contributing any Logo(s) to 123RF or onto the Sites, You acknowledge that You have read, understood, and accepted the Agreement entirely. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Sites) at any time (“Update”). Each Update will be dated and indicated on the Sites. In the event of substantial and material Updates, You and other registered users will be notified in writing. Your continued (i) upload of Logos onto the Sites (or contribution of Logos to 123RF by other means); or (ii) registration of Your user account, after two (2) weeks of such Update notification will constitute Your unconditional acceptance of the Update.

1. Definitions (as used in this Agreement unless the context otherwise requires)

1.1 “123RF Parties” has the meaning ascribed to it in Section 8.

1.2 “Accepted Content” means Logos in the form of EPS files which have been Uploaded onto the Sites (through the 123RF Logo platform) and deemed suitable for posting on the Sites by 123RF for sale.

1.3 “Additional Transaction Fees” has the meaning ascribed to it in Section 4.6.

1.4 “Creation Expenses” has the meaning ascribed to it in Section 10.5.

1.5 “Commission” means the Payment(s) or Payouts due to the Contributor (less applicable Payment Expenses, if any) from the sale of Logos Uploaded and owned by the Contributor according to the currently approved Commission Structure (as may be amended from time to time).

1.6 “Commission Structure” has the meaning ascribed to it in Section 4.1.

1.7 “Contributor” means any individual or entity that (i) has accepted this Agreement; (ii) successfully cleared the ID verification process as per Section 3; and (iii) been approved by 123RF to upload Logos onto the Sites.

1.8 “Contributor Info” has the meaning ascribed to it in Section 10.9.

1.9 “Distribution Network” has the meaning ascribed to it in Section 2.1.

1.10 “Distributors” means third party resellers of Logos by way of partners, API partners, marketing entities, distributors and other resellers, each of whom is authorized and approved by or, affiliated to, 123RF.

1.11 “IPR” has the meaning ascribed to it in Section 10.3.

1.12 “Logo(s)” means (i) a graphic mark, symbol, emblem, signage, logotype, wordmark or name that represents an idea, organization, product, service or brand that is made available for sale under 123RF’s Exclusive Logo label and which (ii) is expressly referred to as a Logo in this Agreement.

1.13 “Logo Copyright” has the meaning ascribed to it in Section 2.5.

1.14 “Logo Release” has the meaning ascribed to it in Section 10.11.

1.15 “Liability Cap” has the meaning assigned to it in Section 9.3.

1.16 “MoneyBookers” (www.moneybookers.com) is an online tool that allows anyone to safely send and receive money via email using credit/debit card and banking accounts.

1.17 “Payment” – see Section 1.5 on Commission.

1.18 “Payment Expenses” has the meaning ascribed to it in Section 4.3.

1.19 “Payout” – see Section 1.5 on Commission and Section 4.6.

1.20 “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.

1.21 “Purchaser” means the direct purchaser who purchases the Logo(s) on a full buyout basis from 123RF, the Sites or a party within the Distribution Network.

1.22 “Qualified Payments” has the meaning ascribed to it in Section 4.2.

1.23 “Unpaid Commissions” has the meaning ascribed to it in Section 8.

1.24 “Upload” means the upload, storage, transmission, posting or submission of Logos on or to the Sites, whereby each Upload shall be governed by the terms and conditions of this Agreement.

2. Grant of Authority

2.1 Sale and Distribution. You hereby appoint 123RF as a distributor to sell (and distribute Your Logo for sale) to Purchasers on a perpetual and worldwide basis (in all territories without exception) through (i) the Sites; (ii) application programming interface (API) methods/business models and other portable interfaces linking to the Sites; (iii) other websites and venues controlled by the owners of 123RF or affiliated to 123RF; and (iv) Distributors and their respective sites and distribution channels (collectively, the “Distribution Network”). You fully authorize and approve 123RF and the parties within the Distribution Network to facilitate all commission payments with regard to Your Logo(s) as they each deem fit, including without limitation the remittance, collection, payment, withholding, transfer, crediting and other payment/collection methods for the sale of Logos.

2.2 Full Buyout and Exclusivity. Subject to Section 2.3, each Logo sold pursuant to this Agreement will be on an exclusive and full buyout basis and once sold, will no longer be available for sale by 123RF, its Distribution Network, You or any third party seller. The Purchaser of such Logo(s) will have (subject to Section 2.3) exclusive and perpetual rights over the Logo's use, publication, modification, registration (trademark or service mark), ownership, sale, licensing, distribution, and reproduction.

2.3 Limited Retention. Notwithstanding anything to the contrary in this Agreement and the sale of the Logo(s), 123RF retains (without any obligation to pay You any additional payment) the perpetual right to display the Logo(s) (including Logo(s) sold pursuant to this Agreement) in their portfolio for promotion, marketing and advertising purposes of 123RF’s Logo labels.

2.4 Promotional Rights. You grant 123RF the right (including the right to authorize others including, without limitation, Distributors and parties within the Distribution Network) to sell, distribute, publish, republish, Upload, post, transmit, print, package, market and publicly display Logos to prospective Purchasers through any marketing media, promotional channel or marketing method it deems fit in all jurisdictions worldwide on terms and conditions determined by 123RF in its sole discretion and consistent with this Agreement.

2.5 Copyright Ownership. All rights, title, and interest including copyright (subject to Section 2.3), in and to the Uploaded Logos (the “Logo Copyright”) will be vested in You (on the assumption that such rights and title in fact is vested in You and not in a third party) prior to the sale of Your Logo(s). Upon the sale of Your Logo(s) under this Agreement, all Logo Copyright will be exclusively assigned to the Logo Purchaser.

3. Contributor's Identification

3.1 Contributor ID. As a Logo Contributor to 123RF, you are required to submit a valid means of identification to 123RF during Your account creation, as follows:
  • a. Government Issued Travel Passport;
  • b. Government Issued Identity Card;
  • c. Government Issued Driver's License; and/or
  • d. Government Issued Certificate of Incorporation (Companies and Organizations).

Proof of Identification can be sent via uploading scanned pages of the Government Issued documents on the Sites as per Section 3.4.

3.2 No Obligation. 123RF reserves the right to NOT to:
  • a. accept the Upload of any or all of the Logo submitted by Contributors;
  • b. process payments of Contributors that are eligible until valid identification is provided;
  • c. start or continue to review and approve Logo submissions by the Contributor until valid identification is secured;
  • d. process or make any payments to You in the event of (i) suspected fraudulent transactions or infringement of intellectual property rights or this Agreement; or (ii) during ongoing investigations of the foregoing, which involve Your Logo; and/or
  • e. reinstate any account or membership that has been de-registered or revoked for any reason whatsoever.

3.3 Disclosure of Identification
  • a. 123RF will not rent, sell, or share personal information about You with other parties or non-affiliated companies.
  • b. 123RF reserves the right to disclose Your personal information if required to do so by law, or in good faith, upon the belief that such action is reasonably necessary to comply with legal processes, respond to claims, or protect the rights, property or safety of our organization, employees, customers, or the public.

3.4 Privacy and Security of Personal Information
  • a. 123RF will accept personal identification documents only by secure upload process from within the Sites.
  • b. 123RF will take all commercially reasonable security measures and precautionary protocols to ensure that all Contributor's documents used to verify the identity of the Contributor remains undisclosed from unauthorized third parties.

3.5 Right of Refusal of Logo and Account

123RF reserves the right to refuse to accept any Logo for any reason. 123RF also reserves the right to deny approving or de-register any account for any reason including for actions involving fraudulent downloads, the Uploading of obscene or sensitive materials, or any infringement of this Agreement or intellectual property right of another.

3.6 Right of Removal of Logo

123RF reserves the right to remove any previously accepted Logo(s) for any reason whatsoever. This includes, but is not limited to, Logo(s) that 123RF decides is not appropriate for the Sites.

3.7 Revocation/Suspension of Membership

123RF reserves the right to (i) revoke/strike off/suspend the membership/user account of any Contributor; or (ii) restrict the log in of such Contributor’s account, for any reason including for actions involving fraudulent downloads, the Uploading of obscene or sensitive materials, or any infringement of this Agreement or intellectual property right of another. 123RF may continue any such suspension/restriction imposed on the Contributor for an indefinite period pending any investigation or findings into infringing actions allegedly committed by the Contributor.

4. Contributor's Payment

4.1 Commission Structure. 123RF shall pay its Contributors Commission based on the 123RF Commission Structure outlined here: http://www.123rf.com/contrib_structure.php. This Commission Structure is subject to change from time to time as determined by 123RF in its sole discretion. Prices for Accepted Content may vary depending on various factors including, without limitation, quality considerations, type or category of Logo, length or size of file/recording, demand or popularity, and other factors in the ordinary course of business. Unless otherwise stated, payments made will be in US Dollars. If alternative payment methods are made upon Your request and approved by 123RF, You shall bear all additional charges and costs in relation to such payment(s).

4.2 Account Updates. Your account will be updated in real time for each of your Logo downloaded and paid by a Purchaser but the total amount payable (“Qualified Payments”) will only be shown at the latest by the 15th of every month.

4.3 Payment Expenses. Commissions / Qualified Payments are subject to adjustments / deductions arising from and, shall be net of (i) applicable taxes and withholdings (however, 123RF and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations); (ii) refunds or cancellations of purchases or downloaded Logo involving, without limitation, Logo found to be infringing any applicable laws or rights of third parties or fraudulent transactions; (iii) prior and accrued overpayments of Commission; (iv) other reasonable expenses attributable to the You in the course of enforcing this Agreement; and (v) any amounts owed by You to 123RF or any party in the Distribution Network (collectively, the “Payment Expenses”).

4.4 Payment Processing. 123RF shall process all Qualified Payments by the 15th of every month.

4.5 Qualified Payments. Qualified Payments and accompanying statements will be sent out on monthly basis. Payments are automatic and do not need to be requested.

4.6 Minimum Payout Rates
    a. PayPal - minimum Payout is US$50. b. MoneyBookers - minimum Payout is US$100. c. Checks - minimum payout is US$200.

If during a pay period (pursuant to the payment schedule seen in Section 4.8 below), You have not accumulated the minimum Payout rates as per above, Your earnings will be brought forward to the next pay period. By default the system will set Your payment preferences to Checks and it will be delivered to the address as saved in Your profile on the Sites / registered account. If you wish to receive payments via PayPal or MoneyBookers, You are required to edit the settings in Your profile after signing in or during initial account registration.

If there are any changes to your payment preferences or any processing payment problems due to You changing Your address which results in additional processing fees / bank transaction charges being incurred in order to make payments to You (“Additional Transaction Fees”), provided that such Additional Transaction Fees did not occur through any fault of 123RF, 123RF may at its sole discretion 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 the payments are made.

4.7 Account Cancellations and Sums Remaining. If You account is cancelled by You or by 123RF before you reach Your minimum Payout, any amounts accrued and remaining in Your account will be forfeited.

4.8 Payment Schedule. All payments are made 2 weeks in arrears to the month in which Your minimum Payout threshold is reached. E.g., if by end of February You have US$100 worth of Commission, 123RF will pay yYou US$100 at the latest by the 3rd week of March.

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

Payments via check will take up to a month for the processing and subsequent delivery to qualified Contributors.

4.9 Customer Refunds and Adjustments

Previous Logo purchases and/or sales resulting from credit card chargeback and customer refunds will be removed from Contributor's earnings. Refunds are only given after signed documents are returned to 123RF by the Logo Purchaser indicating that they will destroy any downloaded Logo and will not use the Logo for any usage whatsoever.

5. Fraudulent Purchases and Violations

5.1 Infringing Uploads. You may not contribute or Upload any Logo 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.

5.2 Site Codes. 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.

5.3 System Abuse. You will forfeit all earnings if You (and/or any person(s) associated with You) are found to be fraudulently purchasing Logos or abusing the 123RF system of uploading and licensing Logo on the Sites.

5.4 Ban. 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 lifetime ban from the Sites, 123RF and/or the parties within the Distribution Network.

6. Non-Exclusive Submission and Removal upon Sale

Logo(s) are submitted on a non-exclusive basis and You may submit Your Logo(s) to other websites and stock Logo houses. However, once Logo(s) are sold by 123RF or any other website or stock logo house, You must immediately procure the removal of such sold Logo(s) from all websites (including the Sites, if the Logo(s) are sold other than by 123RF), stock Logo houses and the portfolio of any seller/reseller within 24 hours of the sale. Any issues (legal or otherwise) which arise from a duplication of sale of Logo(s) shall be Your responsibility alone.

7. Independent Advice

You understand that You should seek competent and independent counsel before Uploading or contributing Logo(s) to 123RF, the Sites or any party on the Distribution Network.

8. Liability and Disclaimer

Save for the limited circumstance in Section 9, in no event will any of 123RF, its employees, directors, officers, shareholders, advisors, Distributors, parties within the Distribution Network and anyone else associated with 123RF (the “123RF Parties”) be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of (i) the submission, promotion, use, inability to use, or payment for, the Logo(s); and/or (ii) Your use of 123RF or the Sites, even if 123RF has been advised of the possibility of such damages.

You agree and acknowledge that members of the 123RF Parties will facilitate and manage the purchase of Logo(s) according to 123RF’s exclusive logo buyout agreement; however, Purchasers of such Logo(s) may or may not adhere to the terms and conditions of such agreement, for which non-adherence the members of the 123RF Parties 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 Purchasers, You will not pursue nor have any claims whatsoever against any of the members of the 123RF Parties but 123RF may assist Your pursuit of such claims at 123RF’s discretion and at Your expense.

Save for the limited circumstance in Section 9 and the Liability Cap (as defined in Section 9.3 below), in no event will the liability of the 123RF Parties (jointly and severally) exceed the outstanding amount to be paid to You in Commissions (provided such Commissions are in fact payable) (“Unpaid Commissions”) or the Liability Cap, whichever the higher. However, as some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

9. Indemnity

9.1 Indemnity by Contributor. You agree to fully defend and indemnify the 123RF Parties, and each of their successors, 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 (i) Your submission of Logo(s); (ii) the use or sale of such Logo(s) by 123RF, the Distribution Network, or Logo Purchaser; (iii) the use or infringement by You of the Sites; and/or (iv) any breach or alleged breach or of any falsity, inaccuracy or misrepresentation of any representation, warranty, obligation or other promise or obligation made by You in this Agreement.

9.2 Indemnity by 123RF. 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 (see Section 9.3 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 alleging that the possession, or use of Logo(s) purchased by Logo Purchasers violate 123RF's representations and warranties contained herein. This indemnification is conditioned upon You notifying 123RF, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to 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.

9.3 Liability Cap. The 123RF Parties' (jointly and severally) 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) or the Unpaid Commissions, whichever the higher (the “Liability Cap”).

10. Representations and Warranties

10.1 Submission Guidelines. You agree to follow and adhere to 123RF's Logo Submission Guidelines (details inside the Contributors' Submission area on the Sites). Repeated submissions of Logo that do not meet the requirements and specifications as stated in the Logo Submission Guidelines may result in account termination.

10.2 Legal Capacity. By using the Sites, and/or registering for an account, you warrant that you are 18 years of age or over and have the legal capacity to enter into and to be bound by this Agreement.

10.3 Intellectual Property. You represent and warrant that Your Logo(s) are Your original work and design (not necessarily original concept), and does not, in any way and in any territory worldwide, infringe the copyright, trademark, intellectual property rights, designer’s rights, production rights, privacy rights, publicity rights, trade secret, confidentiality, competition or any other proprietary right of any party or third party (“IPR”). You agree that You may not Upload any Logo 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 IPR. 123RF reserves the right to remove from the Sites and the Distribution Network any Logo which infringes (or which 123RF believes may infringe) any IPR with or without notice or reference to You.

10.4 Grant of Rights. 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 Logo.

10.5 Other Fees. 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 party or person involved in the creation of the Logo(s) Uploaded by You) (the “Creation Expenses”) by any member of the 123RF Parties and/or the Purchaser, as a result of the sale of the Logo(s) 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 parties or persons involved in the creation of the Logo(s) Uploaded to You have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, that You shall bear full and sole responsibility.

10.6 Sensitive Content. Your Logo(s) does not involve any content or element which is (or can be construed / interpreted to be) pornographic, offensive, political, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive towards privacy, or illegal; or 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 mental/health connotations.

10.7 Malicious Content. You warrant and represent that You will not introduce or transmit to the Sites (and Your Logo(s) does not contain) any material 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.

10.8 Tax. 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.

10.9 Accurate Information. You warrant that all registration information, documents and identification (collectively, “Contributor Info”) provided are true, accurate, up to date and not misleading, and that You shall update such Contributor Info to the Sites / 123RF as changes occur to the Contributor Info.

10.10 Personal Account. You covenant and undertake to use the registered account only and at all times 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.

10.11 Logo Release. Upon request by 123RF, You warrant that You will have ready or be able to procure accurate and valid release of rights (including, without limitation, for design copyright, trademark or service mark reasons) in relation to the Logo(s) Uploaded by You (in order to comply with the terms and conditions in this Agreement and the rights granted by You to 123RF herein) (the “Logo Release”).

11. Term and Termination

11.1 Term. This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days written notice to the other party. In event of account termination, we reserve the right to continue selling Your Logo(s) for a further 90 days after the notice of termination is received by a party.

11.2 Immediate Termination. Either party may terminate this Agreement effective immediately upon receipt of notification if the other party:
  • a. becomes insolvent or be subjected to bankruptcy;
  • b. liquidates all or substantially all of its assets (other than a solvent liquidation for the purpose of the reconstruction or amalgamation of all or part of such party’s group of entities or affiliated entities in which a new entity assumes (and is capable of assuming) all the obligations of that party;
  • c. files a petition in bankruptcy; or
  • d. is in material breach of this Agreement through violations pertaining to copyright and intellectual property infringements.

11.3 Continued Rights. Regardless of Termination of this Agreement, termination will not affect the rights of any prior Logo(s) sold to any Logo Purchaser.

11.4 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. Notwithstanding, 123RF may retain digital files of Logo(s) of its back-up media within ninety (90) days after termination. 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 the Contributor as a result of the sale after the termination shall be paid out in full (subject to any rights of set-off under this Agreement and applicable law).

11.5 Outstanding Commissions due to Termination. 123RF may deem a Contributor to be terminated and reserves the right to off-set, forfeit or freeze any part or all commissions due to any Contributor if there has been any material misrepresentation made as to the warranty, capacity, identity or intellectual property ownership of Logo(s) provided hereunder.

12. Entire Agreement and Governing Law

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

13. Prevailing Language

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

14. Assignment

This Agreement is personal to You and is binding upon Your heirs, executors, legal representatives and trustees and may not be assigned by You without 123RF’s prior written consent. Notwithstanding anything to the contrary, 123RF is entitled to assign this Agreement without Your consent to any party provided such party agrees to substantially and materially agree to this Agreement.

15. Acknowledgment and Agreement

By signing up for a Contributors account You hereby acknowledge to have read the Agreement, understood it entirely, had the opportunity to and have sought prior legal advice and agree to abide by and be bound by the terms and conditions as set forth in this Agreement. You have agreed to enter into this Agreement and to conduct any transactions contemplated hereunder electronically.