License Agreement

Standard License

123RF LICENSE ("License")

  1. Agreement.

    This License is an agreement between Inmagine Lab Pte. Ltd ("123RF") and licensee ("You") who downloads royalty-free images / illustrations / vectors / video footage ("Content") from 123RF.COM. By downloading any Content, You acknowledge that You understand and accept the terms of the License. For the avoidance of doubt, 123RF Europe BV is appointed by Inmagine Lab Pte. Ltd as the authorised distributor of the Content in Europe. For the avoidance of doubt, 123RF LLC is appointed by Inmagine Lab Pte. Ltd as the authorised distributor of the Content in the jurisdiction of the United States of America.


  2. 123RF Representation.

    123RF represents that it owns all rights and/or has all requisite authority to the Content, including copyrights, and is authorized to license the Content under the License. Unaltered and Standalone Content licensed to You will not infringe or violate the intellectual property, publicity or privacy rights of any third party. Copyright of Content belong to 123RF and/or Content contributors of 123RF. However such representation will be deemed inapplicable with regards to Content which absence of the corresponding model / property release in relation to the Content which prevent the intended use of the Content.


  3. Licensee Representation - You represent and warrant that:
    1. You are at least 18 years of age and have the right to enter into this License

    2. You will not use Content in any way that is not permitted by this License

    3. Information You provide to 123RF is accurate and true, including without limitation all payment and billing information

    4. Except as otherwise stated in this License, any account(s) opened or maintained by You on the Sites will only be accessed and used by You for the purposes and on terms stipulated in this License)

  4. Grant:

    Subject to the terms herein, 123RF grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license to use, Reproduce, modify, publish and display downloaded Content (other than as restricted in paragraph 10).


  5. Single User Account Only.

    This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, You may only do so through 123RF's Corporate+ account (https://nl.123rf.com/partnersite.php) or 123RF's multi-seat license agreement (https://nl.123rf.com/license.php?type=ml_unlimited).


  6. Definitions.
    1. "Licensed Work" means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or Your client, using independent skill and effort and that incorporates Content and other material, and which Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content.

    2. "Reproduce(d)" means the distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work), whereby the reproduced Content will not be disassociated from the Licensed Work by the end user or any third party to be a Standalone Content.

    3. "Standalone Content" means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution.

    4. "Vital Role" means the Content used form an integral part or core component of the Licensed Work and will substantially increase the value of Your Licensed Work

  7. Standard Permitted Uses.

    Examples of permitted uses include the use, modification, Reproduction and/or display of Content (in each case, without any rights of resale) in relation to the following Licensed Works:

    USES EXAMPLES of LICENSED WORKS
    Advertising / Marketing / Promotions (Business & Commercial Purposes)
    • Advertisements prepared by graphic designers / agencies for clients on magazines, periodicals, newspapers, reports and other traditional print media

    • Print ads, mailers, handouts, brochures, flyers, posters, catalogues, packaging for promotional materials which EXCLUDES packaging for merchandise (e.g. where the packaging forms part of the product, such as a box for a toy) and packaging as a product (e.g. wrapping paper being the merchandise)
    Print / Publications / Education
    • Prints on book covers (front and back), up to 500,000 prints collectively for each Content

    • Business cards, letterhead, catalogs, brochures and pamphlets
    Presentations
    • Use Content for multimedia presentations like Powerpoint, provided the following copyright notice is displayed next to the file: "[Contributor's Name] © 123RF.com"
    "Editorial Use Only" Contents & Editorial Context
    • Important – Content marked "Editorial Use Only" may only be used for editorial purposes and may not be used for commercial / advertising / promotional purposes.

    • Content used for editorial purposes (such as magazines, newspapers, textbooks, books, eBooks, directories online or multimedia CDs) must display the following copyright notice next to the file: "[Contributor's Name] © 123RF.com"

    • For the avoidance of doubt, all Content (including Contents not marked "Editorial Use Only") may also be used in an editorial context, whether in traditional or electronic print, websites, blogs, television, online video, provided that the above copyright notice is displayed next to the file.

    • Editorial publication only up to 500,000 print collectively for each Content
    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 following copyright notice is prominently displayed next to the file: "[Contributor's Name] © 123RF.com" and the Content does not play a Vital Role in the Licensed Work. 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 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 the ownership or rights (including Copyright) in the Content (whether as Standalone Image, in a derived form 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 License; 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) and/or the Content must be incorporated in a Licensed Work.
    Personal Use
    • Home decoration, wall murals / art, albums, prints, personal property and use DIY 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 the ownership or rights (including Copyright) in the Content (whether as a Standalone Image, in a derived form or as a Licensed Work)

    • As décor in an office, lobby, public area, restaurant or retail store

  8. Additional Rights.

    To facilitate Your use of Content to Reproduce Licensed Works, You may also:

    1. Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).

    2. Procurement: obtain the License to Content on behalf of the client, provided the client is fully subject to and bound by the terms of the License.

    3. Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is fully subject to and bound by the terms of the License.

    4. Subcontract: transfer Content files / derived works to subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abide by the restrictions in this License.

  9. Extended Permitted Uses (Extended License).

    In the event You require the following extended rights to use the Content, in addition to the usages permitted pursuant to paragraphs 7 and 8 herein, You may license any of the following Extended Licenses according to Your relevant usage

    1. PRINT ONLY EXTENDED LICENSE

      • In any manner permitted under the Standard License without any print run limitation; and

      • In any printed (not for electronic distribution) material, merchandise or product for personal use or resale (for e.g. calendars, T-shirts, posters and mugs) and product packaging up to a limit of 10,000 copies in aggregate per licensing. Each additional print up to 10,000 copies under this subparagraph requires a new licensing.

    2. ELECTRONIC ONLY EXTENDED LICENSE

      • In any manner permitted under the Standard License without any print run limitation;

      • As design elements in video, film or television broadcast for resale purpose; and

      • In any electronic distribution (not in its original but in its final form) or items for personal use or resale, including design elements or constituents in eBooks, licensed software, website templates, flash templates and documents provided such use does not allow the re-distribution or re-use of the Content by third party.

    3. COMPREHENSIVE EXTENDED LICENSE

      • In any manner permitted under Standard License, Print Only Extended License and Electronic Only Extended License without any print run limitation.

  10. Restrictions.

    Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT:

    RESTRICTIONS MEANING
    Sublicense, sell or transfer any rights in License
    • The rights in the License are personal to You

    • You may not transfer any rights in this License to third parties without 123RF's consent
    Sell, share, license, assign or distribute Standalone Content
    • Conveyance of Content to third parties must always be in a Reproduced Licensed Work and never as Standalone Content

    • You must ensure with adequate technological measures that Standalone Content may not be extracted / copied from Licensed Works by third parties
    Infringe Intellectual Property Rights
    • In connection with the Content / Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party

    • You may not remove any Copyright Notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content
    "Editorial Use Only" Content
    • Content marked "Editorial Use Only" may not be used for commercial / advertising / promotional purposes.

    Extract Contents Illegally
    • You must not download Contents from the Site using methods other than provided by 123RF

    Use Content in Logos / Trademarks / Service Marks
    • Content cannot be used for or incorporated into logos, trademarks or service marks

    Use Contents Illegally
    • You may not use Contents in any way that violates any law, regulation or statute in any applicable jurisdiction

    Use Content for Immoral / Obscene / Illegal / Defamatory Purposes
    • Content en gelicentieerde werken (inhoud bevattend) mogen op geen enkele wijze (op zichzelf of met andere inhoud / context) als volgt worden gebruikt: pornografisch, offensief (bijv. Impliceren van iemand die geestelijk of emotioneel lijdt), politiek onderschrijvend, racistisch, ethnisch of cultureel offensief, obsceen of onschuldig, seksueel expliciet, immoreel, lasterlijk, opdringerig van privacy of illegaal; of op een manier die geweld of terroristische acties onderschrijft, volwassen entertainment diensten of locaties, tabaksproducten, medische producten voor de behandeling van gezondheidsproblemen in verband met seks, mentale conditie of terminale ziekte, dating sites of apps, discriminerend is tegenover ras, geslacht, religie, geloof of seksuele geaardheid

    Use Content to Derogate Persons / Property
    • U mag geen content gebruiken en in verband brengen met een onderwerp dat onbeleefd of onnodig controversieel zou zijn voor een redelijk persoon, tenzij u elk gebruik vergezelt van een verklaring die duidelijk aangeeft dat (i) de inhoud alleen voor illustratieve doeleinden wordt gebruikt en (ii) persoon die in de inhoud is afgebeeld, een model is

    • You may not imply that the creator of the Content endorses any political, immoral or offensive inclinations

    Resell Reproduced Licensed Works
    • Subject to paragraph 9 (Extended License), Licensed Works may not be resold


  11. Termination.

    This License is effective until it is terminated. You can terminate this Agreement by:

    1. deleting and destroying all Contents downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and

    2. ceasing to use the Contents 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 the Agreement. Upon such termination, You must immediately carry out paragraphs 11(a) and (b) above with or without further notice by 123RF.


  12. Disclaimer.

    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 Contents, even if such parties have been advised, or advised of the possibility, of such damages.

    THE CONTENTS AND SITES ARE PROVIDED "AS IS, AS AVAILABLE, WITH ALL FAULTS" BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


  13. Licensee Indemnity.

    Notwithstanding anything to the contrary in this License, 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 Contents or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.


  14. 123RF Indemnity.

    Provided that You have not breached the terms of this License, 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, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Contents downloaded and used by You pursuant to this Agreement violate 123RF's warranties and representations contained herein. This indemnification is on the condition that You give 123RF:

    1. 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;

    2. full information, assistance and cooperation for the defense or settlement thereof; and

    3. 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.


  15. Liability Cap.

    123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Contents, whichever the higher ("Liability Cap").


  16. Unauthorized Use.

    The representations and the warranties made by 123RF in this Agreement apply only to the Content as delivered by 123RF and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.


  17. Governing Law and Dispute Resolution.
    1. The establishment, effectiveness, interpretation and execution of this License agreement shall all be governed by the laws of Singapore, subject to its jurisdiction, and without regard to the conflict of laws principles.

    2. All disputes arising in connection with the performance of this License 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 to submit the dispute to Singapore International Arbitration Centre for arbitration in Singapore which shall be conducted in accordance with the UNCITRAL Arbitration Rules in effect at the time of applying for arbitration. 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.

    3. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this License would cause irreparable injury to 123RF such that damages and remedies under Singapore Law 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 Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

  18. 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.


  19. 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.


  20. Entire Agreement.

    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 either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.


  21. Language.

    This License 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.


  22. Electronic Agreement.

    You have agreed and reaffirm Your agreement to this License electronically by downloading the Content(s).


Laatst bijgewerkt: 1 november 2020

123RF PLUS License

123RF PLUS LICENSE AGREEMENT
  • ESSENTIAL INFORMATION

    This 123RF PLUS License Agreement ("Agreement") is between 123RF LLC ("123RF"), conducting business or transactions through and as 123RF.COM and the user ("You") who downloads Content (as defined below) from any of the websites (the "Sites"). You may not allow anyone else to use your username or password. For the purpose of this Agreement, "Content" is defined as any image or photo labelled as "PLUS" and owned by 123RF or its authorized contributors and has been made available for download on the Sites.

    You have agreed to be bound by this Agreement and by downloading any of the 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. In the event of any inconsistency between the Terms of Use and this Agreement, the terms of this Agreement shall prevail.

  • TERMS AND CONDITIONS OF USE

    Subject to the provisions in Clause 4, 123RF grants You a non-exclusive and non-transferable license to use, reproduce, modify, publish, display, and distribute the Content according to this Agreement

    You may, subject to this Agreement and the following conditions, access and acquire the Content via 123RF, and use the acquired Content to create the genuine end-product or end derivative work for digital use only ("Licensed Work"), provided You do not violate the rights of any third party.

  • SINGLE USER ACCOUNT ONLY

    Unless stated otherwise, this Agreement is a single seat license authorising one (1) natural person to download, access and use the Content. This Agreement is not a multi-seat license. This Agreement only allows the creation and registration of one (1) single user account. You may not allow anyone else to use Your username and password.

    If You require multiple user access, You will need to purchase multiple single user accounts for such access.

    For example, a single designer would only purchase one (1) single access user account, whereas multiple designers shall purchase the equivalent number of single access user accounts.

    For more information, You may contact our 123RF Support Team.

  • RESTRICTIONS

    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;
    • create the Licensed Work where the Content forms an integral part or core component of the Licensed Work or substantially increases the value of the Licensed Work;
    • 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.


  • 123RF REPRESENTATION

    123RF and the Content are made available to you "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." 123RF, its employees, directors, and officers, and anyone else associated with 123RF disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that your usage of 123RF will be uninterrupted, error-free of computer viruses or other damaging materials. When you access and acquire Content, you do so at your risk. 123RF, its employees and officers, and anyone else acting on behalf of 123RF also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. 123RF, its employees, directors, and officers, and anyone acting on behalf of 123RF make no representation or warranty as to your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.

    You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the 123RF website or sites has made any representation or warranty that your use of Content will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and You understand that You should seek competent counsel before using Content on or in connection with any goods or services or for any other commercial purposes.

    In no event will 123RF, its employees, directors, and officers, or anyone else associated with 123RF be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Content, even if 123RF has been advised of the possibility of such damages. In no event will the liability of 123RF, its employees, or related parties exceed the amount paid by You for accessing or using 123RF and for accessing, acquiring, and/or using Content from 123RF. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

  • INDEMNITY

    You agree to fully defend and indemnify 123RF, its employees, directors, and officers, and anyone else associated with 123RF, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including attorneys' fees and expenses, arising in connection with Your use of the Content and this Site or of any breach or alleged breach or of any falsity, inaccuracy or misrepresentation of any representation, warranty, or other promise made by You in this Agreement.

  • 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.

  • UNAUTHORISED 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.

  • GOVERNING LAW AND DISPUTE RESOLUTION

    • This Agreement shall be governed by the laws of the state of Delaware in the United States of America, without regard to the conflict of laws principles.
    • 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 first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigations or some other dispute resolution procedure. In the event if the dispute is settled via arbitration, 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 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 applicable law 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 law, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

  • 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.

Last Updated: 25 August 2022


123RF FREE Image License

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

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.

123RF Packs License

123RF PACKS LICENSE AGREEMENT

  1. ESSENTIAL INFORMATION

    This 123RF PACKS License Agreement ("Agreement") is between Inmagine Lab Pte. Ltd. ("123RF"), conducting business or transactions through and as 123RF.COM and the user ("You") who downloads Content (as defined below) from any of the websites (the "Sites"). You may not allow anyone else to use your username or password. For the purpose of this Agreement, "Content" is defined as craft/cut files, fonts, graphics, patterns, mock-ups or templates labeled as "PACKS" and owned by 123RF or its authorized contributors and has been made available for download on the Sites.

    You understand that the Content is copyrighted and may be owned by a third party, partner/contributor or supplier, and any unauthorised use by You may be an infringement of such copyright. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement at any time ("Update"). Each Update will be dated and indicated on the Sites, and such indication shall serve as effective notification to You. Continued download of Content from the Sites will constitute your unconditional acceptance of the Update.

    You have agreed to be bound by this Agreement and by downloading any of the 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. In the event of any inconsistency between the Terms of Use and this Agreement, the terms of this Agreement 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.

  2. 123RF REPRESENTATION
    1. 123RF represents to the best of its knowledge that it owns all rights or has all requisite authority to license the Content under this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the 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 shall remain with 123RF and its respective contributors/suppliers. However, such representation will be deemed inapplicable with regards to the Content which does not carry the corresponding model/property release in relation to the Content which prevents the Content from the intended use.
    2. 123RF and the Content are made available to You "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS". 123RF, its employees, directors, and officers, and anyone else associated with 123RF disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that Your usage of 123RF will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire the Content, You do so at Your own risk. 123RF, its employees and officers, and anyone else acting on behalf of 123RF also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. 123RF, its employees, directors, and officers, and anyone acting on behalf of 123RF make no representation or warranty as to Your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.
      1. You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the Sites has made any representation or warranty that Your use of the 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
      2. You understand that You should seek competent counsel before using the Content on or in connection with any goods or services or for any other commercial purposes.
  3. 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 according to the terms and conditions of this Agreement.

    For the avoidance of doubt and clarity, in the event, if the Content is to be used by multiple users within your organization then You shall purchase the Content based on how many users shall be using it. For example, if there are five (5) designers within your organization who wish to use the Content then You will be required to purchase five (5) of those Content thus obtaining five (5) individual licenses for the use of the Content by your respective designers.

  4. SINGLE USER ACCOUNT ONLY

    This Agreement only allows the creation and registration of a Single User Account only. You may not allow anyone else to use Your username and password.

  5. DEFINITIONS
    1. Content” means craft/cut files, fonts, graphics, patterns, mock-ups or templates labeled as "PACKS" and owned by 123RF or its authorized contributors and has been made available for download on the Sites.
    2. Licensed Work means the genuine end-product or end derivative work that has been created by or on behalf of You or Your client, using independent skill and effort and that incorporates the Content and other material, and which the Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be Standalone Content.
    3. Reproduce(d)” means any form of copying or publication of the whole or a part of any Content by whatever means (which includes distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work).
    4. Standalone Content” means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution.
  6. PERMITTED USAGE

    You may, subject to the terms and conditions set out in this Agreement, use the Content for personal or commercial use, subject to the following permitted usage.

    Content Permitted Usage
    Fonts
    • Unlimited projects with unlimited views/prints/sales.
    • Fonts can be printed on physical products (such as t-shirts, mugs and shoes) with unlimited print runs. Under commercial use, such physical products can be sold.
    • Fonts can be converted into graphics for resale, provided only flattened un-editable graphics are included. Secondly entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) should not be converted. Only quotes or expressions are allowed for conversion.
    • You are not allowed to share, resell or distribute Fonts on a standalone basis or include Fonts in the sale of template products (e.g. a website theme or logo template).
    • Fonts shall only be used as a design element of a Licensed Work. Fonts shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our fonts into an application that allows You to select our Fonts to make Your own T-Shirt design is strictly prohibited.
    • You may digitize Fonts for embroidery purpose provided that the entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) are not converted and only Fonts used in the form of quotes or expressions can be digitized.
    • Fonts can be used for any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.) provided that the entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) are not converted.
    Graphics
    • Unlimited projects with unlimited views/prints/sales.
    • Graphics are referred to as non-cut or craft related files. E.g. a pack of 100 floral elements or a collection of cute animal illustrations.
    • Graphics used to create Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Graphic used. The original Graphic file used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Graphics file.
    • Graphics cannot be converted into other formats (SVG, EPS etc.) and subsequently sold or distributed.
    • You are not allowed to share, resell or distribute Graphics on a standalone basis or include Graphics in the sale of template products (e.g. a website theme or logo template).
    • Graphics shall only be used as a design element of a Licensed Work. Graphics shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Graphics into an application that allows You to select our Graphics to make Your own T-Shirt design is strictly prohibited.
    • Graphics can be uploaded to any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.) as long as it has been combined with other elements to create a significantly new design as a flattened end product.
    Patterns
    • Patterns are allowed to be printed directly onto physical products without alteration.
    • Patterns used to create digital Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Pattern used. The original Pattern file used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Pattern file.
    • Patterns cannot be converted into other formats (SVG, EPS etc.) and subsequently sold or distributed.
    • You are not allowed to share, resell or distribute Patterns on a standalone basis or include Patterns in the sale of template products (e.g. a website theme or logo template).
    • Patterns shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Patterns into an application that allows You to select our Patterns to make Your own T-Shirt design is strictly prohibited.
    Craft/Cut Files
    • 10 different types of Licensed Works for each Craft/Cut File with unlimited prints. E.g. when the same Content is incorporated on a water bottle and a phone casing, we consider such usage as 2 distinct Licensed Works.
    • Further customisation for Your clients (i.e. personalize a birthday board, adding initials to a monogram frame) is not allowed.
    • Craft/Cut Files are created purely for the end customer. Craft/Cut Files are not for designers to use as a design element to create a new Licensed Work in digital form for sale.
    • Craft/Cut Files used for Licensed Works must be individually handmade and may not be used for mass production of the Licensed Works for large-scale commercial gain.
    • Craft / cut files are not allowed to be used or uploaded to any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.).
    • Craft/Cut Files cannot be converted into other formats (e.g. SVG, EPS, CSD, PES, JEF, XXX etc.) and subsequently sold and/or distributed.
    Mock-ups & Templates
    • Mock-ups & Templates used to create the Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Mock-ups & Templates used. The original Mock-ups & Templates used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Mock-ups & Templates file.
    • You are not allowed to share, resell or distribute Mock-ups & Templates on a standalone basis or include Mock-ups & Templates in the sale of template products (e.g. a website theme or logo template).
    • Mock-ups & Templates shall only be used as a design element of a Licensed Work. Mock-ups & Templates shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Mock-ups & Templates into an application that allows You to select our Mock-ups & Templates to make Your own T-Shirt design is strictly prohibited.
  7. ADDITIONAL RIGHTS

    To facilitate Your use of the Content to Reproduce Licensed Works, You may also:

    1. Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).
    2. Procurement: obtain the License to the Content on behalf of the client, provided the client is similarly fully subject to and bound by the terms of the License.
    3. Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is similarly fully subject to and bound by the terms of the License.
    4. Subcontract: transfer Content obtained from the Sites to Your subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abides by the restrictions in this License.
  8. RESTRICTIONS

    Other than as specifically permitted in Sections 6 and 7 herein, You may NOT:

    Restrictions Meaning
    Sublicense, sell or transfer any rights
    • The rights are personal to You.
    • You may not transfer any rights in this Agreement to third parties without 123RF’s consent.
    Sell, share, license, assign or distribute the Content
    • Conveyance of the Content to third parties must always be where the Content has been incorporated into a Licensed Work.
    • You must ensure that adequate technological measures are put in place in order that the Content may not be extracted/copied from Licensed Works by third parties.
    • You must ensure that the Content is not included in an electronic form which can be reproduced by third parties on electronic or printed products.
    • You must not share the Content across a network or service, on a CD or DVD or any media, on mobile devices, in peer-to-peer file sharing site or applications or in any other way that enables Content to be accessed by any third party
    Infringe 123RF’s intellectual property rights
    • In connection with the Content/Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party.
    • You must not remove any copyright notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content.
    • You must not use the Content in any logo or as part of any trademark.
    • You must not falsely represent, expressly or impliedly, that the Licensee is the original creator of a work that is either a standalone pictorial, graphic, motion picture or other visual work that derives a substantial part of its artistic components from the Content.
    Extract Content illegally
    • You must not use methods other than those provided by 123RF such as automated or programmatic means or methods to download Content from the Sites.
    Use Content illegally or in a way that would bring 123RF into disrepute
    • You may not use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction.
    • The Content and Licensed Work may not be used in any way (by itself or with other content/context) that is pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, 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 site or apps, is discriminatory towards race, gender, religion, faith or sexual orientation.
    Use Content to derogate persons/property
    • You may not use the Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person unless You accompany each use with a statement that clearly indicates that (i) the Content is being used for illustrative purposes only and (ii) any person depicted in the Content, if any, is a model.
    • You may not imply that the creator of the Content endorses any political, immoral or offensive inclinations.
    Resell Licensed Works
    • Licensed Works and/or Content may not be used as a part of a physical item or template that is to be resold.
  9. TERMINATION

    This Agreement is effective until it is terminated. You can terminate this Agreement by:

    1. deleting and destroying all the Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/ accompanying materials thereof; and
    2. ceasing to use the 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 9(a) and (b) above with or without further notice by 123RF and confirm in writing to 123RF that the foregoing requirements have been completed.

  10. 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 the Sites or any breach or alleged breach of any representation, warranty, or other promise/obligation made by You in this Agreement.

  11. 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 downloaded from the Sites. This indemnification is on the condition that You give 123RF:

    1. 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;
    2. full information, assistance and cooperation for the defense or settlement thereof; and
    3. 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.

  12. LIABILITY CAP

    123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) under Section 11 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Content, whichever the lower ("Liability Cap").

  13. RATES

    You shall be entitled to license the 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.

  14. UNAUTHORIZED USE

    The representations and the warranties made by 123RF in this Agreement apply only to the Content as delivered by 123RF and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.

  15. GOVERNING LAW AND DISPUTE RESOLUTION
    1. This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles.
    2. 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 Singapore under the Singapore International Arbitration Centre ("SIAC") administered SIAC Arbitration 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.
    3. 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 Singapore Law 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 Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
  16. 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.

  17. 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.

  18. 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.

  19. 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.

  20. ELECTRONIC AGREEMENT

    You have agreed and reaffirm Your agreement to this Agreement electronically by downloading the Content.

Public Domain CC0

Doelverklaring

In het recht van de meeste landen wordt het exclusieve Auteursrecht en Aanverwante Rechten (zoals hieronder omschreven) automatisch toegekend aan de maker en de opeenvolgende rechthebbende(n) (hierna gezamenlijk en afzonderlijk aangeduid als "rechthebbende") op een oorspronkelijk auteursrechtelijk beschermd werk en/of databank (hierna aangeduid als een "Werk").

Sommige rechthebbenden wensen afstand te doen van hun rechten op een Werk om zo een bijdrage te leveren aan een gemeenschap van vrij toegankelijke creatieve, culturele en wetenschappelijke werken ("Commons"), dat iedereen kan bewerken, aanpassen, opnemen in andere werken, hergebruiken of herdistribueren, ongeacht het doel, inclusief (maar niet beperkt tot) voor commercile doeleinden, zonder bang te hoeven zijn dat deze rechten worden geschonden. De rechthebbenden kunnen bijvoorbeeld hun Werk beschikbaar stellen aan de Commons om het idee van een vrije cultuur en de productie van creatieve, culturele en wetenschappelijke werken te promoten, of om grotere bekendheid te geven aan hun Werk of de verspreiding ervan bevorderen, deels door het gebruik en de inspanningen van anderen.

Voor deze en/of andere doeleinden en redenen, en zonder aanspraak te maken op een aanvullende tegenprestatie of vergoeding, kiest degene die CC0 in verband brengt met een Werk (de "Bekrachtiger") er vrijwillig voor, voor zover hij of zij houder is van het Auteursrecht en Aanverwante Rechten op het Werk, om CC0 op het Werk van toepassing te verklaren en het Werk in het publieke domein te brengen, onder de voorwaarden van CC0, en met inachtneming van zijn of haar Auteursrecht en Aanverwante Rechten op het Werk en van de betekenis en desbetreffende juridische gevolgen van CC0 voor die rechten.

  • Auteursrecht en Aanverwante Rechten. Op een Werk dat op grond van CC0 beschikbaar is gesteld, kunnen auteursrecht en aanverwante of naburige rechten rusten ("Auteursrecht en Aanverwante Rechten"). Auteursrecht en Aanverwante Rechten omvatten maar zijn niet beperkt tot:

    • het recht om een Werk te verveelvoudigen, bewerken, distribueren, uit te voeren, tentoon te spreiden, communiceren en vertalen;

    • de door de oorspronkelijke auteur(s) en/of uitvoerder(s) behouden morele rechten;

    • portretrecht en privacy rechten die verband houden met een in een Werk opgenomen beeltenis of gelijkenis van een persoon;

    • rechten die bescherming bieden tegen oneerlijke concurrentie ten aanzien van een Werk, met inachtneming van de in onderstaand artikel 4, lid a, opgenomen beperkingen;

    • rechten die bescherming bieden tegen het opvragen, verspreiden, gebruiken en hergebruiken van in een Werk opgenomen gegevens;

    • databankrechten (zoals die welke voortvloeien uit Richtlijn 96/9/EG van het Europees Parlement en de Raad van 11 maart 1996 betreffende de rechtsbescherming van databanken en uit nationaal recht krachtens de implementatie van de richtlijn daarin, inclusief de gewijzigde of opeenvolgende versie van die richtlijn); en

    • overige vergelijkbare, gelijkwaardige, of overeenkomende rechten waar ook ter wereld, op basis van het toepasselijke recht of verdrag en de implementatie daarvan in nationaal recht.


  • Afstandsverklaring. Voor zover dit is toegestaan onder en niet in strijd is met het toepasselijke recht, doet Bekrachtiger hierbij uitdrukkelijk, volledig, permanent, onherroepelijk en onvoorwaardelijk afstand van al zijn/haar Auteursrechten en Aanverwante Rechten en van alle daarmee verband houdende vorderingen en gerechtelijke procedures, hetzij bekend of onbekend (en zowel bestaande als toekomstige vorderingen en gerechtelijke procedures), op het Werk en geeft deze op (i) in alle rechtsgebieden ter wereld, (ii) voor de maximale duur toegestaan krachtens het toepasselijke recht of verdrag (inclusief toekomstige verlengingen daarvan), (iii) in elk bestaand of in de toekomst te ontwikkelen medium en ongeacht het aantal kopien, en (iv) ongeacht het doeleinde, daaronder begrepen maar niet beperkt tot commercile, reclame of promotionele doeleinden (de "Afstandsverklaring"). Bekrachtiger doet deze Afstandsverklaring ten behoeve van het publieke domein en ten nadele van zijn/haar erfgenamen en rechtsopvolgers, met de volledige intentie deze Afstandsverklaring niet te herroepen, ontbinden, annuleren of beindigen, en verklaart dat met betrekking daartoe geen rechtsvordering of andere gerechtelijke actie zal worden ingesteld die het ongestoord genot van het Werk door het publiek, zoals overwogen in de expliciete Doelverklaring van Bekrachtiger, zou kunnen verstoren.


  • Publieke Licentie. Als enig deel van de Afstandsverklaring onder het toepasselijke recht, om wat voor reden ook nietig of niet rechtsgeldig worden verklaard, dan blijft de Afstandsverklaring overigens zoveel mogelijk van kracht, met inachtneming van de expliciete Doelverklaring van Bekrachtiger. Daarnaast verleent Bekrachtiger, indien het bovenstaande met betrekking tot de Afstandsverklaring wordt verklaard, elke getroffen persoon een royaltyvrije, niet-overdraagbare, niet-sublicensieerbare, niet-exclusieve, onherroepelijke en onvoorwaardelijke licentie om het Auteursrecht en de Aanverwante Rechten van Bekrachtiger op het Werk uit te oefenen (i) in alle rechtsgebieden ter wereld, (ii) voor de maximale duur toegestaan krachtens het toepasselijke recht of verdrag (inclusief toekomstige verlengingen daarvan), (iii) in elk bestaand of in de toekomst te ontwikkelen medium en ongeacht het aantal kopien, en (iv) ongeacht het doeleinde, daaronder begrepen maar niet beperkt tot commercile, reclame of promotionele doeleinden (de "Licentie"). De Licentie wordt geacht van kracht te zijn met ingang van de datum waarop Bekrachtiger CC0 van toepassing heeft verklaard op het Werk. Als enig deel van de Licentie onder het toepasselijke recht om wat voor reden ook nietig of niet rechtsgeldig wordt verklaard, dan tast deze gedeeltelijke nietigheid of niet-rechtsgeldigheid de rest van de Licentie niet aan en in dat geval bevestigt Bekrachtiger hierbij dat hij/zij (i) zijn/haar rechten op het resterende Auteursrecht en Aanverwante Rechten op het Werk niet zal uitoefenen, of (ii) geen verwante rechtsvorderingen en gerechtelijke procedures met betrekking tot het Werk zal instellen, in beide gevallen in afwijking van de uitdrukkelijke Doelverklaring van Bekrachtiger.


  • Beperkingen en Verklaringen.

    • Van geen enkel handelsmerk of octrooi van Bekrachtiger wordt afstand gedaan als gevolg van dit document, noch worden deze opgegeven, in licentie gegeven of anderszins aangetast.

    • Bekrachtiger biedt het Werk aan op as-is basis en doet geen enkele uitspraak en verstrekt geen enkele garantie met betrekking tot het Werk, expliciet, impliciet, wettelijk of anderszins, waaronder begrepen maar niet beperkt tot garantie van eigendom, verkoopbaarheid, geschiktheid voor een bepaald doel, niet-schending, of de afwezigheid van verborgen of andere gebreken, juistheid, of de aan- of afwezigheid van fouten, ongeacht of deze ontdekt kunnen worden, een en ander voor zover onder het toepasselijke recht is toegestaan.

    • Bekrachtiger is niet verantwoordelijk voor het vrijmaken van rechten van derden die op het Werk of het gebruik daarvan kunnen berusten, zoals maar niet beperkt tot het Auteursrecht en Aanverwante Rechten van derden op het Werk. Bekrachtiger is evenmin verantwoordelijk voor het verkrijgen van de voorgeschreven toestemmingen, vergunningen of andere rechten die vereist zijn voor het gebruik van het Werk.

    • Bekrachtiger erkent en verklaart dat Creative Commons geen partij is bij dit document en dat op haar geen enkele verplichting of plicht rust met betrekking tot deze CC0 of het gebruik van het Werk.