123RF End User License Agreement ("Agreement")
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ACCEPTANCE OF THIS AGREEMENT IS AN ABSOLUTE CONDITION OF YOUR USE OF 123RF.COM ("SITE").
STANDARD TERMS AND CONDITIONS
- Agreement.
This is an agreement between 123RF (as defined under Section 14 hereinbelow) ("123RF") conducting business or transactions through the Site
and the user ("You") who downloads the photo, image, video footage or vector ("Content") and/or sound, audio or voice ("Audio Content")
from the Site.
You understand that the Content and/or the Audio Content is copyrighted and may be owned by a third party, and any unauthorised use by You
may be an infringement of such copyright. We reserve the right to amend, substitute or otherwise delete the terms and conditions of this Agreement
at any time ("Update"). Such changes are effective from the moment of their publication. If, for whatever reason, You do not accept the changes,
You may not enter the Site and use its resources.
You have agreed to be bound by this Agreement and by downloading any of the Content and/or the Audio Content from 123RF, You acknowledge
that You have read, understood, and accepted this Agreement, Terms of Use, Privacy Policy, and Cookie Policy which are incorporated herein
by reference.
For avoidance of doubt, the parties accept that this Agreement is to be read together with the applicable additional terms and conditions below in
construing the agreement between the parties in relation to the licensing and use of the Content and/or the Audio Content herein. In the event of
any inconsistency, the applicable additional terms and conditions shall prevail.
If You are purchasing on behalf of a licensee ("Licensee"), You hereby represent and warrant that You are authorized to act on behalf of such
Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by this Agreement, You shall be personally
and fully liable on a joint and several basis for such failure and any resulting damage or claim.
- 123RF Representation.
- 123RF represents to the best of its knowledge that it owns all rights or has all requisite authority to license the Content and/or the Audio
Content under this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Content and/or
the Audio Content which is found 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 and/or the Audio Content shall remain with 123RF and its
respective contributors / suppliers. However, such representation will be deemed inapplicable with regards to the Content and/or the Audio
Content which does not carry the corresponding model / property release in relation to the Content and/or the Audio Content which prevents
the Content and/or the Audio Content from the intended use.
- 123RF does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered,
unregistered or copyrighted designs, works of art or architecture depicted or contained in the Content and/or the Audio Content. You
acknowledge that no releases are generally obtained for the Content and/or the Audio Content, and that some jurisdictions provide legal
protection against a person's image, likeness or property being used for commercial purposes when such persons have not provided a release.
You shall be solely responsible for determining whether additional release(s) is/are required with Your proposed use of the Content and/or
the Audio Content and You are solely responsible for obtaining such release(s). For the avoidance of doubt, the additional release(s) as
mentioned herewith include without limitation advertising rights, commercial purposes, exhibition rights and such other rights that are
required separately from the respective third party for Your proposed use of the Content and/or the Audio Content.
- 123RF and the Content and/or the Audio 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, noninfringement, or that Your usage of 123RF will be uninterrupted, error free of computer viruses or other damaging materials. When You
access and acquire the Content and/or the Audio 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 and/or the Audio Content without first obtaining
appropriate rights from such individual.
- You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the Site
has made any representation or warranty that Your use of the Content and/or the Audio 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
- You understand that You should seek competent counsel before using the Content and/or the Audio Content on or in connection with
any goods or services or for any other commercial purposes.
- Grant.
Subject to the terms herein, 123RF grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable and non-sublicensable license
to use, reproduce, modify, publish and display downloaded Content and/or Audio Content according to the terms and condition of this Agreement.
- Single User Only.
Unless stated otherwise, this Agreement is a single seat license authorising one (1) natural person (that means you, as an individual/ person, and
not a business or organisation) to download, access and use the Content. This Agreement is not a multi-seat license.
Notwithstanding anything to the contrary in this Agreement, if You download, access and use the Content under the applicable Enterprise or Team
Plan (hereafter "Subscribed Plan"):
- This Agreement shall extend to the number of users (within the same legal entity) designated under Your Subscribed Plan and Your employer/legal entity.
- You agree that You have the authority to bind Your employer/ legal entity and co-workers to and Your employer/ legal entity and co-workers agrees to be bound by the terms and conditions of this Agreement.
- Further to the above, 123RFs Enterprise Plan grants additional usage and access rights, among other additional rights.
For clarity purposes, if You are subscribing under an employment capacity, Your employer shall be deemed as the Licensee for the purposes of
the license
For more information, You may contact our 123RF Support Team.
- Standard Permitted Usage.
If the Content is used to create the genuine end-product or end-derivative work ("Licensed Work") not for resale purposes, the Standard License is appropriate:-
The quantity of print run or copies |
Unlimited |
Design elements in packaging material only |
Up to 500,000 prints collectively for each Content |
The quantity of copies or displays for electronic use |
Unlimited |
Creation of Licensed Work for resale purposes |
Prohibited |
Creation of Licensed Work where the Content used to form an integral part or core
component of the Licensed Work and will substantially increase the value of the Licensed
Work ("Vital Role") |
Prohibited |
Example of permitted use:
Uses |
Examples of Licensed Works |
Advertising / Marketing / Promotions (Business & Commercial Purposes) |
- Advertisements in magazines, periodicals, newspapers, reports and other traditional print media.
- Print ads, mailers, handouts, brochures, flyers, posters, catalogues
- Packaging materials, subject to a print run of 500,000 prints collectively for each Content.
|
Print / Publications / Education |
- Printed book covers (front and back), up to 500,000 prints collectively for each Content.
- Business cards, letterhead, catalogues, brochures and pamphlets.
|
Presentations |
- Even though attribution is not required, 123RF and the Contributor appreciate the following
attribution: "[Contributor's Name] © 123RF.com".
- A reasonably prominent statement may be included on the presentation as follows: "Certain
images and/or photos on this page are the copyrighted property of 123RF.com, its contributors
or its licensed partners and are being used with permission under the relevant license. These
images and/or photos may not be copied or downloaded without permission from 123RF.com."
|
Design Elements & Art |
- On a website, video game or data storage device for distribution or use by others (BUT not in
connection with any website template or software product for distribution, resale or use by
others).
- As background or screen Content in software or mobile applications, provided that the Content
does not play a Vital Role in the Licensed Work.
- Substantially reproduced into original artwork.
- On video, film, television broadcast and internet for home video, documentary, feature film or
commercial use provided the Content does not play a Vital Role in the Licensed Work and even
though attribution is not required, 123RF and the Contributor appreciate the following
attribution: "[Contributor's Name] © 123RF.com". Prominent display of the credit statement
could include, e.g. beginning or ending credits to a television program or broadcast, or cited
reasonably close to the Content used, or appended or annotated clearly.
|
Social Media Websites & Applications |
- Posting and/or uploading the Content onto social media websites and applications (such as
Facebook, Instagram and Twitter), provided that: (1) such social media websites and
applications do not assume or deem that it owns or holds the any rights (including Copyright)
in the Content (whether as standalone Content, or as a Licensed Work), other than being
permitted through You as a Licensee of the Content to have the Content and/or Licensed Work
displayed or used as permitted under this Agreement; or (2) You must include Your organization
logo at any corner of the Content measuring a minimum of 125 pixel width or length, (whichever
is the larger); or (3) the Content must be incorporated in a Licensed Work.
|
Personal Use |
- Home decoration, wall murals, wall art, albums, prints, personal property and used items and
other personal prints.
- Personal blogs and other personal publications (traditional or online) provided that personal
publications will not cause You or any third party publication service providers (e.g., blog
service providers) to assume or deem that it owns or holds the any rights (including Copyright)
in the Content (whether as a standalone Content, or as a Licensed Work).
- As decor in an office, lobby, public area, restaurant or retail store.
|
- Additional Rights.
To facilitate Your use of the Content to reproduce the Licensed Work, You may:
- Comps: use the watermarked Content from the Site on a complimentary basis for mock-up and/or sample use only following download.
Unless a license is purchased, such Content cannot be used in any final and/or commercial Licensed Work or any publicly available
materials. For clarity purposes, no other rights or warranties are granted for comp use.
- Client Work: utilize the Content to produce the Licensed Work for your clients, provided that You retain the standalone Content and the
license to the Content. For clarity purposes, should Your client need to obtain the license to the Content, Your client would be required to
license the Content from 123RF.
- Subcontractor: allow Your subcontractors to temporarily use the Content in any production or distribution process related to Your
Licensed Work strictly on Your behalf, provided such parties abide by the restrictions in the Agreement.
- Restrictions.
Other than as specifically permitted in Sections 5 and 6 herein, You may NOT:
- transfer, resell, sub-license, rent or otherwise transfer the Content or any rights in the Content and/or this Agreement to any third parties;
- make the Content available for free download on a shared drive, service, software, website or any electronic form;
- infringe 123RF's intellectual property rights in connection with the Content and/or Licensed Work by misappropriating any rights,
removing any copyright notice, watermark or other information in any Content, using the Content in any logo or trademark, or
misrepresenting as the original creator of a work that derives a substantial part of its artistic components from the Content;
- extract the Content illegally by using other methods not provided by 123RF;
- use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction;
- use the Content in any way that is pornographic, offensive, politically endorsing, racist, ethnically offensive, sexually explicit, immoral,
defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or
venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating websites
or apps, is discriminatory towards race, gender, religion or faith;
- use the Content to derogate persons and/or property; and
- resell the Licensed Work.
- Termination.
This Agreement is effective until it is terminated. You can terminate this Agreement by:
- deleting and destroying all Content and/or Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and
- ceasing to use the Content and/or the Audio Content for any purpose.
123RF can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of this Agreement. Upon
such termination, You must immediately carry out Sections 8(a) and (b) above with or without further notice by 123RF and confirm in writing
to 123RF that the foregoing requirements have been completed.
- Licensee Indemnity.
Notwithstanding anything to the contrary in this Agreement, You agree to fully defend, indemnify and hold 123RF and its officers, directors,
employees, owners, agents, representatives, licensors, and anyone else associated with 123RF and each of their successors, (sub)licensees (other
than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses,
damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Content and/or the Audio
Content and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this Agreement.
- 123RF Indemnity.
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 (defined below). Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of the warranties and
representations in this Agreement, arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal
proceeding alleging the possession, distribution, or use of unaltered Content and/or Audio Content downloaded from the Site. This
indemnification is on the condition that You give 123RF:
- no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to legal@123rf.com, Attention: General Counsel;
- full information, assistance and cooperation for the defense or settlement thereof; and
- at 123RF's option, sole control of any defense, settlement or action related thereto.
123RF shall not be responsible for any claim settled without 123RF's consent or 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) under Section 10 shall be limited to TwentyFive Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Content and/or the Audio
Content, whichever the lower ("Liability Cap").
- Rates.
You shall be entitled to license the Content and/or the Audio Content at the rates and/or the pricing as per check out. The rates and/or the pricing
may be reviewed and amended by 123RF from time to time, in its sole discretion.
- Unauthorized Use.
The representations and the warranties made by 123RF in this Agreement apply only to the Content and/or Audio Content as delivered by 123RF
and will be invalid if the Content and/or the Audio Content is used by You in any manner not specifically authorized in this Agreement or if You
are otherwise in breach of this Agreement.
- 123RF Contracting Party and Governing Law.
Subject to your country of domicile or country of incorporation, as may be applicable and as set out below, this Agreement shall be entered into
by the relevant 123RF contracting entity and governed by the applicable law, without regard to the conflict of laws principle. All disputes arising
out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve
any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration
in the relevant country under the applicable rules in force when the notice of arbitration is submitted in accordance with these rules. The number
of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable
injury to 123RF such that damages and remedies under the laws of the applicable jurisdiction for any breach of any such covenant would be
inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance
with the applicable laws of such jurisdiction, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
Country of Domicile or Country of incorporation (as may be applicable) |
123RF Contracting Party |
Governing Law |
Arbitration Rules; Seat of Arbitration |
United States of America (USA) |
123RF LLC |
Laws of the State of Delaware, USA |
American Arbitration Association; Delaware, USA |
Japan |
Inmagine Lab Pte. Ltd. |
Laws of Japan |
Japan Commercial Arbitration Association; Tokyo, Japan |
Rest of world |
Inmagine Lab Pte. Ltd. |
Laws of Singapore |
Singapore International Arbitration Centre; Singapore |
- Assignment.
Neither party shall assign its rights or interests under this Agreement to any third party without the other party's prior written consent in each
instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible entity that is either
(i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the
purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party's rights and obligations
under this Agreement.
- No Third Party Rights.
Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of
a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its
terms.
- Entire Agreement.
This Agreement constitutes the entire agreement between You and 123RF regarding its subject matter and supersedes any previous written or
oral agreement between You and 123RF. 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 give effect most closely to the parties' intention. Failure by either party to
enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
- Language.
This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting
or construing the terms of this Agreement, the English version shall prevail.
- Electronic Agreement.
You have agreed and reaffirm Your agreement to this Agreement electronically by downloading the Content and/or the Audio Content.
- EXTENDED LICENSE (“EXTENDED LICENSE”)
No limitation on the number of print run for any printed material, merchandise or product for resale (for e.g., calendars, T-shirts, posters
and mugs) and product packaging.
No limitation on the number of digital runs. For the products that will be distributed electronically (as a Licensed Work) for resale such
as, including but not limited to, eBooks, licensed software, website templates, flash templates and online documents provided that such
Content cannot be separated from the products. Such use does not allow the re-distribution or re-use of the Content by a third party.
Creation of Licensed Work where the Content used to form an integral part or core component of the Licensed Work and will substantially
increase the value of the Licensed Work (“Vital Role”)
- EDITORIAL LICENSE
Permitted Usage
The Content may be utilised in the following manner: -
- used, reproduced, modified, published, displayed and distributed up to 500,000 copies in aggregate (for quantities above this
amount, You must purchase the Extended Editorial License of such Content); and
- cropped, provided that the editorial integrity of the Content 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.
Restricted Usage
The Content may
NOT be utilised in the following manner: -
- any commercial, promotional or advertising purposes or for merchandising; and
- on websites or in any other medium designed to induce or involving the sale, license or distribution of “on demand” products,
including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
Content Credit
- The Licensed Work must include the following credit line adjacent to the Content:"© [Photographer's Name]/123RF.COM" or as
otherwise notified by 123RF.
- 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 Content used in a feature film, broadcast television or cable production and must read: "Footage supplied by
[Photographer's Name]/123RF.COM".
- EXTENDED EDITORIAL LICENSE
In any manner permitted and subjected to the restricted usage under the Editorial License, the Content may be utilised without a run
limitation.
- STANDARD AUDIO LICENSE
- Collecting Society Royalties
123RF has used reasonable efforts to ascertain that the Audio Content do not originate from members of any copyright collecting societies
in any jurisdiction responsible for the collection of royalties ("Copyright Collecting Societies") and that no performing rights or other
additional royalties are required to be paid to such organizations. However, in certain jurisdictions (e.g., France and Spain), You may be
required to pay royalties to such Copyright Collecting Societies for the exploitation of Audio Content even if the contributor of the Audio
Content is not a member of such Copyright Collecting Societies in such jurisdiction(s). You must determine if such requirements exist
in the applicable jurisdiction and be solely responsible for any such applicable fees.
- Seat Restrictions
- Only You are permitted to use, access, reproduce or edit the Audio Content.
- Only You are permitted to transfer files of Your Licensed Work containing the Audio Content to Your clients / customers where
they shall have no further right to use the Audio Content (in any form or manner separate from the Licensed Work) either to access,
extract, disassociate, reverse engineer, modify, repurpose, aggregate, edit or reproduce such Audio Content from the Licensed
Work that You provide.
- You can only use and install the Audio Content in one location at a time. If You require the Audio Content to be downloaded or
installed in more than one location (for example, multiple computer workstations) or accessible by more than one person, You
must re-license the Audio Content from the Site (or directly with 123RF) for each such use, or purchase an Extended Audio License
or a Corporate+ license from 123RF or the Site (if available).
- You must not violate or attempt to violate the integrity of, any data protection measures on the Site.
- Audio Content Usage
You may use the acquired Audio Content for the following purposes, provided You do not violate the rights of any third party as part of,
in connection with or for use in the following Licensed Work:
- advertisement on television, radio, web/mobile (including podcasts), commercial theatre and DVDs, and infomercials or tags for
products, services and organizations;
- music used for exhibitions or performances in commercial, retail, wholesale or other sales locations to promote products, services
and organizations;
- website background music or sound or similar use for personal or commercial websites;
- television programs provided that the Audio Content is synchronized with visual works (i.e., not as Audio Content on a standalone
basis);
- radio programming provided that the Audio Content is synchronized with other musical or audio works;
- motion pictures intended for exhibition for the purpose of creating awareness provided that the Audio Content is synchronized with
visual works;
- synchronized Audio Content (subject to the restriction in Section 3(i) below) in a tangible medium, such as a CD or DVD, or an
element of the synchronized Audio Content in 2,000 copies for the purpose of re-sale;
- ringtone, ring acoustic and other tonal systems for personal telecommunication devices (provided that there is no intention of re-sale or re-distribution);
- home videos for Your own personal use; and
- in relation to each Audio Content, up to a maximum of 2,000 items (in the aggregate) of the following Licensed Work products for
re-sale, license or other re-distribution (the "Standard Limit"): toys, games, cards, and other similar entertainment products. Any
reproduction of items in excess of the Standard Limit will require You to purchase the Audio Content through the Extended Audio
License available on the Site. You are required to notify 123RF of such excess reproduction and 123RF reserves the right to impose
any additional fees which apply in relation to such excess use.
- Audio Content Restrictions
You may NOT, and may not permit any third party, under any circumstances to:
- use, access or download any Audio Content which is not intended for or licensed by You;
- use the Audio Content as a part of a physical item, software, program or template that is to be resold. For this, You must purchase
the Audio Content through the Extended Audio License available on the Site;
- distribute the Audio Content, electronically or in any storage medium (except as specifically authorized in this Agreement);
- download, copy, capture or rip any Audio Content other than by the download means / methods / functions provided by the Site;
- provide any client / customer / third party access to the 123RF's Audio Content library in any way;
- transfer or make conceivable for transfer (to any person or entity other than You) any derivative work other than the Licensed
Work incorporating the Audio Content;
- allow the use of the Audio Content by any client / customer / third party to reproduce or edit any marketing material or product
(end-product of otherwise);
- authorize any third party to use or access the Audio Content for any purpose or resell, sublicense, or otherwise make available the
Audio Content for use or distribution separately or detached from a product, the Licensed Work or Web page;
- use any Audio Content to compile, manufacture, distribute or sell records, CDs, DVDs, jukeboxes or any other "audio-only" (or
substantially / primarily "audio-only") product comprising any Audio Content, in whole or in part, that is NOT meaningfully
synchronized or combined with other audio, media or musical Audio Content to create a genuine non "audio-only" Licensed Work;
- use the Audio Content, in whole or in part, as a theme song for any motion picture, or television, radio or web program;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to third-parties Audio Content that is not synchronized
or combined with visual components or other audio or musical elements (other than as permitted in this Agreement);
- use, share or display the Audio Content in any manner of publication, re-distribution or re-sale in any format, service or medium
(such as peer-to-peer, file sharing network or arrangement, design template application, music download websites, music CDs,
electronic greeting card websites, web templates and or in any other way that enables the Audio Content to be accessed by any
third party) or make the Audio Content available to be extracted or accessed or reproduced as an electronic file;
- copy or adapt the object code of the Site, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any
source or object code of any part of the Site or the Audio Content, or circumvent or attempt to circumvent or copy any copy
protection mechanism or access any rights management information pertaining to the Audio Content;
- use any Audio Content in any manner that violates, plagiarizes, misappropriates or infringes the rights of third parties including,
without limitation, copyright, trademark rights, rights of privacy or publicity, performance rights, confidential information or any
other right;
- use the Audio Content in connection with any pornographic, offensive, political, racist, ethnically or culturally offensive, obscene
or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal materials; or in a manner which endorses violence
or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation, or which purports to endorse
products or services carrying sensitive mental / health connotations;
- use automated or programmatic means or methods to download the Audio Content;
- remove any notice in relation to any proprietary right that is embedded in the Audio Content or avoid, bypass, remove or impair
any measure that effectively controls access to the Audio Content;
- delete any composer / author attributions, legal notices, or proprietary designations or labels in any Audio Content file that is
downloaded;
- use the Audio Content, in whole or in part, to create a Licensed Work that may falsely express that You are the original creator of
the work; and/or
- use the Audio Content in any manner that is in breach of this Agreement.
- Credit Line
When the Audio Content is used in any production other than for personal home use, credits must be given to the contributor in the
following form: "[Contributor's Name] © 123RF.com".
- EXTENDED AUDIO LICENSE
In any manner permitted and subjected to the restricted usage under the Standard Audio License, the Audio Content may be utilised
without a run limitation of the following Licensed Work products for re-sale, license or other re-distribution: toys, games, cards, and
other similar entertainment products; and as a theme song for any motion picture, television, radio or web program.
- PRINT ONLY EXTENDED LICENSE (“POEL”)
Limit of 10,000 copies in aggregate per license for any printed (not for electronic distribution) material, merchandise or product for resale
(for e.g., calendars, T-shirts, posters and mugs). Any amount exceeding the 10,000 copies requires a new license.
No limitation on the number of print runs if the Licensed Work is not for resale purposes (for e.g. design elements in packaging material
only).
- ELECTRONIC ONLY EXTENDED LICENSE (“EOEL”)
No limitation on the number of digital runs.
For the products that will be distributed electronically (as a Licensed Work) for resale such as, including but not limited to, eBooks,
licensed software, website templates, flash templates and online documents provided that such Content cannot be separated from the
products. Such use does not allow the re-distribution or re-use of the Content by a third party.
- COMPREHENSIVE EXTENDED LICENSE (“CEL”);
In any manner permitted under the General Terms and Conditions, Print Only Extended License, and Electronic Only Extended License
without any print run limitation.
Last Updated: 23 June 2023
123RF FREE Image License Agreement ("Agreement")
123RF End User Licensing Agreement, which can be found at
https://www.123rf.com/license.php?type=standard is hereby incorporated into this Agreement. In the event of any inconsistency between 123RF End User Licensing Agreement and this Agreement, the terms of this Agreement shall prevail.
What is Permitted?
- All content labeled as "FREE" can be downloaded and used for free.
- Can be used for commercial and non-commercial purposes:
- No permission is needed.
- Attribution is required. You may only use the content without attribution only if you subscribe to the
123RF PLUS plan.
- NOTE For Commercial Use:
- 123RF does not grant any right or make any warranties with regards to the use of names, people, trademarks, logos, brands, copyrighted designs, works of art or architecture depicted or contained in the photos.
- You acknowledge that no releases were obtained for those photos, and;
- You shall be solely responsible for securing the permission from the brand owner, individual, or copyright owners for your proposed use of the photos.
What is NOT Permitted?
- All content cannot be sold without significant modification.
- Compiling photos from 123RF to replicate a similar or competing service.
- Use the photos in any logo or part of any trademark.
- Use the photos 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.
Limitation of Liability
You agree that neither 123RF nor their respective affiliates, nor any of their respective officers, directors,
employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable
for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any
other damages, costs or losses arising from any use or non-use of the Service even if 123RF has been
advised, or advised of the possibility, of such damages.
Furthermore, 123RF shall not be liable for any damages, costs or losses arising as a result of modifications
or alterations made to the content or the context in which such content used by You
Language
This Agreement is written in English with a reference translation in another language (if necessary). In the
event of any conflict in interpreting or construing the terms of this Agreement, the English version shall
prevail.
123RF AI Generator Terms of Service ("Terms")
These Terms apply when you use the 123RF AI Generator, the AI Variations service and/or any AI services ("
Services") to generate content. By accessing or using our Services, you agree to be bound by these Terms, our
General Terms of Use,
Privacy Policy and
Cookie Policy which are incorporated herein by reference. In the event of any inconsistency, these Terms shall prevail.
Access to the Services
You must be sixteen (16) years old or older to use or access the Services. If you are under sixteen (16) years old, your use of the Services must be directly supervised by your parent or guardian who agrees to be bound by these Terms. Any use or access to the Services by anyone under sixteen (16) years old who is not directly supervised by an adult is strictly prohibited and in violation of these Terms.
If you use the Services on behalf of your entity, you must have the authority to accept these Terms on their behalf.
Usage Requirements
You may provide input such as prompts consisting of text, keywords and/or input images to the Services (where applicable) (
"Input") and receive output generated by the Services based on the Input consisting of AI-generated content and/or variations of images powered by AI (
"Output").
Subject to the compliance with the Terms herein, you may use the Output for any purpose. For the avoidance of doubt, you are solely responsible for the Output, including that it does not violate any applicable law or infringe any rights, including but without limitation to Intellectual Property Rights (defined below). Please consult a legal professional/advisor before using the Services if you have any legal concerns.
When you use the Services, you are giving us and our successors a perpetual, worldwide, non-exclusive, sublicensable, royalty-free, and irrevocable right to reproduce, prepare derivative works of, publicly display, publicly perform, resell, sublicense and distribute the Input you have provided and the Output produced by the Services at our discretion with no further payment to you. This clause will survive the termination of these Terms, for any reason.
Restrictions
You shall NOT:
- use the Services and Output in a way that infringes, misappropriates or violates any third party's rights, including but without limitation to Intellectual Property Rights (defined below);
- reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services;
- use the Output from the Services to develop models that compete with us;
- represent that the Output from the Services are human-generated when it is not;
- use the Services or Output to defame, harass, threaten, menace or offend any person; and
- use the Services or Output for unlawful, abusive, pornographic, deceptive, obscene, slanderous, defamatory, offensive, violent, hate speech or otherwise inappropriate purposes.
"Intellectual Property Rights" is hereby defined as all intellectual property rights whether or not
registered or registrable in any part of the world which includes, but without limitation to, rights in respect
of or in connection with (i) trademarks, service and other marks, (ii) patents and patent applications, (iii)
designs, (iv) copyrights and rights analogous to copyright, (v) trade, business and domain names, (vi)
inventions, discoveries, improvements, designs and techniques, (vii) confidential processes and information
and know-how, and (viii) image and/or publicity rights.
Fees and Payments
You shall use your subscription quota or download credit(s) to download the Output according to the prices and terms on the applicable pricing page upon download, or as otherwise agreed between us in writing. We reserve the right to make amendments to the pricing at any time.
Term and Termination
These Terms take effect when you first use our Services and remains in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of our Services and the Output. We reserve the absolute right to block, restrict, suspend and/or terminate your access to the Services or any part thereof at any time and without notice or liability to you. Upon termination, you will stop using our Services and you will promptly destroy all the Output.
Disclaimers
We provide no warranties that you will be able to trademark or copyright the Output, and that such Output will not infringe on any third-party Intellectual Property Rights. Please consult your attorney on the respective laws if you wish to trademark or copyright the Output.
Due to the nature of machine learning and artificial intelligence learning, the Output generated by our Services may not be unique across users and the Services may generate the same or similar Output for other third parties.
Also, the Output generated by our Services may not be accurate. As such, we are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. You shall have the responsibility to evaluate the accuracy of any Output as appropriate for your use, including using human review of the Output.
Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products
Indemnification and Limitation of Liability
You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of the Services, including your Input, Output, products or services we develop or offer in connection with the Services, and your breach of these Terms or violation of any applicable law.
IMPORTANT DISCLAIMER: THE SERVICES ARE PROVIDED "AS IS" EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS (IF ANY) MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY SERVICES WILL BE SECURE OR NOT LOST OR ALTERED.
You agree that neither us nor our respective affiliates, nor any of the respective officers, directors,
employees, owners, agents, representatives, and licensors, shall be liable for any direct, general, punitive,
special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses
arising from any use or non-use of the Services even if we have been advised, or advised of the possibility,
of such damages.
Governing Law and Dispute Resolution
These Terms shall be governed by the laws of Singapore, without regard to the conflict of laws principles.
All disputes arising out of or in connection with the performance of our Services or these Terms shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre ("
SIAC"). The number of arbitrators shall be one (1) and the language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
You also fully agree to the class action waiver provisions and all disputes must be brought on an individual basis only.
Assignment
You may not assign any rights or obligations under these Terms to any third party. We shall be entitled to assign these Terms in connection with a merger, acquisition or sale of all or substantially all of the Services, to any affiliate or as part of a corporate reorganization.
Modifications
We may amend these Terms from time to time by posting a revised version on the website. All changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
Waiver and Remedies
If you do not comply with these Terms, and we do not take action right away, this does not mean we are giving up any of our rights. You agree that if you violate any of these Terms, it may cause irreparable harm to us and we shall have the right to seek injunctive relief against you in addition to any other legal remedies.
Language
These Terms are written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing these Terms, the English version shall prevail.