End User Licensing Agreement And Legal Matters

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.
1. 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.
2. 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.
3. 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.
1. 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
2. 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"):
1. This Agreement shall extend to the number of users (within the same legal entity) designated under Your Subscribed Plan and Your employer/legal entity.
2. 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.
3. 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:
1. 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.
2. 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.
3. 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:
1. transfer, resell, sub-license, rent or otherwise transfer the Content or any rights in the Content and/or this Agreement to any third parties;
2. make the Content available for free download on a shared drive, service, software, website or any electronic form;
3. 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;
4. extract the Content illegally by using other methods not provided by 123RF;
5. use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction;
6. 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;
7. use the Content to derogate persons and/or property; and
8. resell the Licensed Work.
Termination.

This Agreement is effective until it is terminated. You can terminate this Agreement by:
1. 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
2. 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:
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.
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.

ADDITIONAL TERMS AND CONDITIONS (in addition to the General Terms and Conditions between You and 123RF)

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

Copyright Collecting Societies

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

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

NOT

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

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 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

Contrato de Licen�a de Imagens Gratuitas 123RF ("Contrato")

O Contrato de Licen�a de Usu�rio Final 123RF, que pode ser encontrado em https://www.123rf.com/license.php?type=standard, � incorporado a este Contrato. No caso de qualquer inconsist�ncia entre o Contrato de Licen�a de Usu�rio Final 123RF e este Contrato, os termos deste Contrato prevalecer�o.

O que � permitido?

Todo o conte�do rotulado como "Free Image" � gratuito para download e uso.
Pode ser usado para fins comerciais e n�o comerciais:
Nenhuma permiss�o � necess�ria
Atribui��o � apreciada.
NOTA Para uso comercial:
- A 123RF n�o concede nenhum direito ou garantia em rela��o ao uso de quaisquer nomes, pessoas, marcas registradas, logotipos, marcas, designs protegidos por direitos autorais, obras de arte ou arquitetura representadas ou contidas nas fotos.
- oc� reconhece que nenhuma autoriza��o foi obtida para essas fotos e;
- Voc� � o �nico respons�vel por obter permiss�o do propriet�rio da marca registrada, do indiv�duo ou dos propriet�rios dos direitos autorais para o uso proposto das fotos.

O que N�O � permitido?

Todo o conte�do n�o pode ser vendido sem modifica��o significativa.
Colete fotos do 123RF para replicar um servi�o similar ou competitivo.
Use as fotos em qualquer logotipo ou parte de qualquer marca registrada.
Use as fotos em conex�o com qualquer material pornogr�fico, obsceno, imoral, difamat�rio ou ilegal, endosso de produto(s), material sens�vel/sa�de/outro aspecto semelhante de contextos ou temas.

123RF AI Generator License ("License")

This License applies when you use the services of the 123RF AI Generator and/or the AI Variations service ("Services") to generate Content (as defined below). By accessing or using our Services, you agree to be bound by this License, our General Terms of Use, Privacy Policy and Cookie Policy which are incorporated herein by reference. In the event of any inconsistency, this License 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 this License. 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 this License.

If you use the Services on behalf of your entity, you must have the authority to accept this License 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"). For clarification purposes, Input and Output are collectively known as "Content".

We own all rights, title and interest in and to the Services and we hereby grant you a non-exclusive right to use the Services in accordance with this License.

Subject to this License and the extent permitted by applicable law and Fees and Payments below, you can use the Content for any purpose, including but not limited to personal and commercial purposes. For the avoidance of doubt, you are solely responsible for the Content, including that it does not violate any applicable law or infringe any rights, including but without limitation to Intellectual Property Rights (defined below).

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 License will survive the termination of this Agreement, for any reason.

Restrictions

You shall NOT:

use the Services 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 (as defined below) 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 and license 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

This License takes effect when you first use our Services and remains in effect until terminated. You may terminate this License at any time for any reason by discontinuing the use of our Services and Content. We also may terminate this License at any time without notice if you materially breach this License or if there is any change in relationship with third party technology providers beyond our control or to comply with the law. Upon termination, you will stop using our Services and you will promptly destroy all the Content.

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, Content, products or services you develop or offer in connection with the Services, and your breach of this License 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 CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

Provided that you have not breached the terms of this License, we agree to defend, indemnify, and hold you harmless up to the liability cap of Twenty Five Thousand United States Dollar (US$25,000) or the total amount of the license fees paid by you for the Output, whichever the lower. For the avoidance of doubt, 123RF's indemnity to You, as stated herein, shall not be applicable to You if You are downloading and licensing the Content via the Plus Plan.

Governing Law and Dispute Resolution

This License 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 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 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 this License to any third party. We shall be entitled to assign this License in connection with a merger, acquisition or sale of all or substantially all of our Services, to any affiliate or as part of a corporate reorganization.

Modifications

We may amend this License 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 this License, 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 this License, 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.

123RF PACKS LICENSE AGREEMENT

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.
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.
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.
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.
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.

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.

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.

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.

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.
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.
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.
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").
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.
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.
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.
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.

Statement of Purpose

The laws of most jurisdictions throughout the world automatically confer exclusive Copyright and Related Rights (defined below) upon the creator and subsequent owner(s) (each and all, an "owner") of an original work of authorship and/or a database (each, a "Work").

Certain owners wish to permanently relinquish those rights to a Work for the purpose of contributing to a commons of creative, cultural and scientific works ("Commons") that the public can reliably and without fear of later claims of infringement build upon, modify, incorporate in other works, reuse and redistribute as freely as possible in any form whatsoever and for any purposes, including without limitation commercial purposes. These owners may contribute to the Commons to promote the ideal of a free culture and the further production of creative, cultural and scientific works, or to gain reputation or greater distribution for their Work in part through the use and efforts of others.

For these and/or other purposes and motivations, and without any expectation of additional consideration or compensation, the person associating CC0 with a Work (the "Affirmer"), to the extent that he or she is an owner of Copyright and Related Rights in the Work, voluntarily elects to apply CC0 to the Work and publicly distribute the Work under its terms, with knowledge of his or her Copyright and Related Rights in the Work and the meaning and intended legal effect of CC0 on those rights.

Copyright and Related Rights. A Work made available under CC0 may be protected by copyright and related or neighboring rights ("Copyright and Related Rights"). Copyright and Related Rights include, but are not limited to, the following:
- the right to reproduce, adapt, distribute, perform, display, communicate, and translate a Work;
- moral rights retained by the original author(s) and/or performer(s);
- publicity and privacy rights pertaining to a person's image or likeness depicted in a Work;
- rights protecting against unfair competition in regards to a Work, subject to the limitations in paragraph 4(a), below;
- rights protecting the extraction, dissemination, use and reuse of data in a Work;
- database rights (such as those arising under Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, and under any national implementation thereof, including any amended or successor version of such directive); and
- other similar, equivalent or corresponding rights throughout the world based on applicable law or treaty, and any national implementations thereof.
Waiver. To the greatest extent permitted by, but not in contravention of, applicable law, Affirmer hereby overtly, fully, permanently, irrevocably and unconditionally waives, abandons, and surrenders all of Affirmer's Copyright and Related Rights and associated claims and causes of action, whether now known or unknown (including existing as well as future claims and causes of action), in the Work (i) in all territories worldwide, (ii) for the maximum duration provided by applicable law or treaty (including future time extensions), (iii) in any current or future medium and for any number of copies, and (iv) for any purpose whatsoever, including without limitation commercial, advertising or promotional purposes (the "Waiver"). Affirmer makes the Waiver for the benefit of each member of the public at large and to the detriment of Affirmer's heirs and successors, fully intending that such Waiver shall not be subject to revocation, rescission, cancellation, termination, or any other legal or equitable action to disrupt the quiet enjoyment of the Work by the public as contemplated by Affirmer's express Statement of Purpose.

Public License Fallback. Should any part of the Waiver for any reason be judged legally invalid or ineffective under applicable law, then the Waiver shall be preserved to the maximum extent permitted taking into account Affirmer's express Statement of Purpose. In addition, to the extent the Waiver is so judged Affirmer hereby grants to each affected person a royalty-free, non transferable, non sublicensable, non exclusive, irrevocable and unconditional license to exercise Affirmer's Copyright and Related Rights in the Work (i) in all territories worldwide, (ii) for the maximum duration provided by applicable law or treaty (including future time extensions), (iii) in any current or future medium and for any number of copies, and (iv) for any purpose whatsoever, including without limitation commercial, advertising or promotional purposes (the "License"). The License shall be deemed effective as of the date CC0 was applied by Affirmer to the Work. Should any part of the License for any reason be judged legally invalid or ineffective under applicable law, such partial invalidity or ineffectiveness shall not invalidate the remainder of the License, and in such case Affirmer hereby affirms that he or she will not (i) exercise any of his or her remaining Copyright and Related Rights in the Work or (ii) assert any associated claims and causes of action with respect to the Work, in either case contrary to Affirmer's express Statement of Purpose.

Limitations and Disclaimers.
- No trademark or patent rights held by Affirmer are waived, abandoned, surrendered, licensed or otherwise affected by this document.
- Affirmer offers the Work as-is and makes no representations or warranties of any kind concerning the Work, express, implied, statutory or otherwise, including without limitation warranties of title, merchantability, fitness for a particular purpose, non infringement, or the absence of latent or other defects, accuracy, or the present or absence of errors, whether or not discoverable, all to the greatest extent permissible under applicable law.
- Affirmer disclaims responsibility for clearing rights of other persons that may apply to the Work or any use thereof, including without limitation any person's Copyright and Related Rights in the Work. Further, Affirmer disclaims responsibility for obtaining any necessary consents, permissions or other rights required for any use of the Work.
- Affirmer understands and acknowledges that Creative Commons is not a party to this document and has no duty or obligation with respect to this CC0 or use of the Work.

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.
1. 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.
2. 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.
3. 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.
1. 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
2. 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"):
1. This Agreement shall extend to the number of users (within the same legal entity) designated under Your Subscribed Plan and Your employer/legal entity.
2. 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.
3. 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:
1. 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.
2. 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.
3. 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:
1. transfer, resell, sub-license, rent or otherwise transfer the Content or any rights in the Content and/or this Agreement to any third parties;
2. make the Content available for free download on a shared drive, service, software, website or any electronic form;
3. 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;
4. extract the Content illegally by using other methods not provided by 123RF;
5. use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction;
6. 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;
7. use the Content to derogate persons and/or property; and
8. resell the Licensed Work.
Termination.

This Agreement is effective until it is terminated. You can terminate this Agreement by:
1. 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
2. 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:
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.
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.

ADDITIONAL TERMS AND CONDITIONS (in addition to the General Terms and Conditions between You and 123RF)

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

Copyright Collecting Societies

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

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

NOT

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

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 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.
1. 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.
2. 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.
3. 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.
1. 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
2. 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"):
1. This Agreement shall extend to the number of users (within the same legal entity) designated under Your Subscribed Plan and Your employer/legal entity.
2. 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.
3. 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:
1. 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.
2. 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.
3. 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:
1. transfer, resell, sub-license, rent or otherwise transfer the Content or any rights in the Content and/or this Agreement to any third parties;
2. make the Content available for free download on a shared drive, service, software, website or any electronic form;
3. 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;
4. extract the Content illegally by using other methods not provided by 123RF;
5. use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction;
6. 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;
7. use the Content to derogate persons and/or property; and
8. resell the Licensed Work.
Termination.

This Agreement is effective until it is terminated. You can terminate this Agreement by:
1. 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
2. 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:
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.
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.

ADDITIONAL TERMS AND CONDITIONS (in addition to the General Terms and Conditions between You and 123RF)

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

Copyright Collecting Societies

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

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

NOT

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

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 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.
1. 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.
2. 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.
3. 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.
1. 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
2. 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"):
1. This Agreement shall extend to the number of users (within the same legal entity) designated under Your Subscribed Plan and Your employer/legal entity.
2. 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.
3. 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:
1. 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.
2. 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.
3. 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:
1. transfer, resell, sub-license, rent or otherwise transfer the Content or any rights in the Content and/or this Agreement to any third parties;
2. make the Content available for free download on a shared drive, service, software, website or any electronic form;
3. 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;
4. extract the Content illegally by using other methods not provided by 123RF;
5. use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction;
6. 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;
7. use the Content to derogate persons and/or property; and
8. resell the Licensed Work.
Termination.

This Agreement is effective until it is terminated. You can terminate this Agreement by:
1. 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
2. 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:
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.
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.

ADDITIONAL TERMS AND CONDITIONS (in addition to the General Terms and Conditions between You and 123RF)

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

Copyright Collecting Societies

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

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

NOT

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

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

ACORDO DE LICEN�A ROYALTY FREE LIMITADA DO123RF (Licen�a Editorial do RF editorial)

INFORMA��ES ESSENCIAIS
POR FAVOR, LEIA OS TERMOS E CONDI��ES A SEGUIR. A SUA ACEITA��O DESTES TERMOS � UMA CONDI��O ABSOLUTA PARA O USO DESTE PRODUTO.

123RF LIMITED/123RF Acordo de Licen�a ao Consumidor Final (EULA)

Este Acordo � celebrado entre o 123 RF LIMITED (aqui denominado “123RF”), atuando como 123RF.COM e o usu�rio que baixa Conte�do deste site. Voc� n�o pode permitir que terceiros utilizem o seu usu�rio ou senha. Para prop�sitos deste Acordo, �Conte�do� � definido como qualquer foto ou imagem do 123RF ou seus colaboradores autorizados que estejam dispon�veis para download neste site.

Voc� concorda em obedecer aos Termos e Condi��es deste Acordo e ao download de qualquer Conte�do do 123RF, Voc� declara ter lido, compreendido, e aceitado os Termos e Condi��es deste Acordo.

O 123RF declara que possui todos os direitos ou autoridade requerida, incluindo direitos autorais, no e do Conte�do, ou, est� autorizado a permitir a Voc� a acessar, adquirir e usar um Conte�do espec�fico sob os Termos e Condi��es deste Acordo. os direitos autorais e todos os outros direitos do da(s) imagem(s) devem permanecer com o 123RF e seus respectivos fornecedores.

Termos e Condi��es de Uso

Voc� concorda em acessar, adquirir, e usar o Conte�do sob os Termos e Condi��es a seguir:

Estes Termos e Condi��es constituem um Acordo legal entre Voc� e o

O 123RF garante uma licen�a intransfer�vel e n�o exclusive para que voc� possa usar, reproduzir, modificar, publicar, exibir e distribuir o Conte�do em at� 500.000 c�pias agregadas (para quantidades maiores, voc� deve adquirir a vers�o da Licen�a Extendida para o Conte�do) de acordo com os Termos e Condi��es estipulados na Se��o 3 deste.

Voc� N�O pode (Para o Conte�do marcado como �Apenas Uso Editorial�):
1. A menos que direitos adicionais tenham sido estipulados na Se��o 2, ou concedido em acordo com uma licen�a separada, o Conte�do n�o pode ser usado de forma comercial ou promocional, e nem para propaganda ou merchandise.
2. O Conte�do pode ser recortado, contanto que a integridade editorial do Material Licenciado n�o seja comprometido, mas n�o deve, sob quaisquer circunst�ncias, ser girado, alterado, modificado ou adulterado, manual ou eletronicamente, sem permiss�o por escrito do 123RF.
3. O Licenciado n�o pode usar o Conte�do de maneira que viole os direitos dos indiv�duos tais como difama��o, intrus�o de privacidade, apropria��o indevida por semelhan�a, ou descri��o sob luz falsa.
4. O Licenciado n�o pode:
  1. sublicenciar, vender, determinar, transmitir ou transferir este Acordo ou qualquer um dos direitos sob este Acordo.
  2. colocar o Conte�do � disposi��o (separado do produto final no qual esteja incorporado) em quaisquer meios acess�veis a outras pessoas que n�o sejam Usu�rios autorizados;
  3. vender, licenciar ou distribuir qualquer produto final que contenha o Conte�do em alguma forma que permita ou convide terceiros a baixar, extrair ou acessar o Conte�do como um programa aut�nomo;
  4. incluir o Conte�do em um projeto eletr�nico com a pretens�o de ser Reproduzido por terceiros em produtos eletr�nicos ou impressos; ou
  5. usar ou mostrar o Conte�do em sites ou qualquer outro meio designado a induzir ou envolvendo vendas, licen�as ou outra distribui��o de produtos �em demanda�, incluindo, sem limita��es, cart�es postais, canecas, camisetas, calend�rios, cartazes e outros itens.
  6. O Licenciado n�o pode falsamente representar, expressa ou implicitamente, que o Licenciado � o criador original de uma trabalho independente com imagens, trabalho gr�fico ou escultural, cinematogr�fico ou qualquer outro trabalho visual derivado de partes substanciais ou de componentes art�sticos do Conte�do.
  7. sob quaisquer circunst�ncias usar o Conte�do em conex�o com qualquer material pornogr�fico, obsceno, imoral, difamat�rio ou ilegal; endosso de produto (s); aspectos sensitivos mental/ de sa�de/ outro semelhante de contextos ou assuntos.

4. Cr�dito de Fotos
1. O Conte�do deve incluir as seguintes linhas de cr�dito adjacentes ao Material Licenciado:"©[Photographer's Name]/123RF.COM" ou como notificado pelo 123RF.
2. Onde tecnicamente aplic�vel, uma tela de cr�dito, igual em tamanho e localiza��o como cena de filme, deve ser providenciado para qualquer filme ou Material Licenciado para cena de filme utilizado em um filme, programa de TV ou produ��o a cabo, e deve-se ler: "Sequ�ncia cedida por [Nome do Fot�grafo]/123RF.COM"

Voc� entende que o Conte�do possui direitos autorais e pode pertencer a terceiros, e qualquer uso n�o autorizado pode ser uma infra��o de tais direitos autorais.

Voc� entende e concorda que o 123RF pode, a seu crit�rio,
1. monitorar qualquer coisa que voc� baixe do site do 123RF, com a frequ�ncia determinada a crit�rio do 123RF, por qualquer viola��o deste Acordo,
2. limitar os downloads para uma quantidade fixa de downloads por um per�odo de 24 horas, por usu�rio, para assegurar o melhor servi�o poss�vel para todos os assinantes do 123RF,
3. rastrear abusos atrav�s do seu usu�rio e senha em conex�o com o site do 123RF ou em conex�o com este Acordo,
4. encerrar a sua conta imediatamente se voc� for descoberto ao utilizar ou tentar utilizar meios autom�ticos ou fraudulentos para baixar conte�do, e
5. encerrar a sua conta, sem notifica��o, se encontrar o que acreditar ser alguma viola��o deste Acordo e/ou qualquer abuso do seu usu�rio e senha. Se a sua for encerrada por alguma viola��o deste Acordo e/ou abuso do usu�rio e senha, voc� perde todos os direitos sobre o Conte�do do 123RF e deve imediatamente deletar todo o Conte�do adquirido do 123RF, e abdicar de todas as taxas pagas.

O 123RF e o Conte�do s�o disponibilizados a voc� �DA FORMA QUE S�O�, �COMO DISPON�VEIS� e �COM TODAS AS FALHAS�. O 123RF, seus empregados, diretores, e funcion�rios, e qualquer outro associado ao 123RF renuncia, ao m�ximo permitido por lei, a quaisquer e todas as garantias, expressas ou impl�citas, incluindo sem limita��es garantias de mercabilidade, adequa��o para um prop�sito em particular, n�o infra��o, ou que o seu uso do 123RF ser� ininterrupto, livres de erros com v�rus de computador ou qualquer outro material que possa danific�-lo. Quando voc� acessa e adquire o Conte�do, voc� o faz sabendo dos riscos. O 123RF, seus empregados e funcion�rios, e qualquer outro agindo em nome do 123RF tamb�m renuncia quaisquer e todas as obriga��es de lei comum, incluindo sem limita��es tarefas de cuidados razo�veis e esfor�os. O 123RF, seus empregados e funcion�rios, e qualquer outro agindo em nome do 123RF n�o faz nenhuma representa��o ou garantia quanto ao seu direito de usar o nome de um indiv�duo, semelhan�a, e/ou apar�ncia de imagem no Conte�do sem antes obter os direitos apropriados de tal indiv�duo.
1. Voc� entende e toma conhecimento de que nem o 123RF, seus empregados, diretores e funcion�rios, e nenhum outro agindo em nome do 123RF fez quaisquer representa��es ou garantias de que o Seu uso do Conte�do n�o ir� infringir ou violar os direitos de marca registrada de terceiros, ou constituir uma falsa designa��o de origem ou qualquer outra forma de competi��o injusta, e
2. Voc� entende que Voc� deve procurar orienta��o profissional antes de usar o Conte�do baixado em ou em conex�o com quaisquer mercadorias ou servi�os ou para qualquer outro prop�sito comercial.

Em nenhum evento o 123RF, seus empregados, diretores e funcion�rios, ou qualquer outro associado ao 123RF, ser�o responsabilizados por quaisquer danos indiretos, especiais, incidentais, econ�micos ou consequenciais, incluindo, mas n�o limitado a perdas de receitas ou lucros, provenientes do uso, ou inabilidade no uso do Conte�do, ainda que o 123RF tenha sido notificado sobre a possibilidade de tais danos. Em nenhum evento a responsabilidade do 123RF, seus empregados, ou partes relacionadas exceder�o a quantia paga por voc� para acessar ou usar o 123RF, e por acessar, adquirir e/ou usar Conte�do do 123RF. Por algumas jurisdi��es n�o permitirem a exclus�o ou limita��o da responsabilidade por danos consequenciais ou incidentais, a limita��o acima pode n�o ser aplicada a voc�.

Voc� representa e garante que:
1. Tem pelo 18 anos de idade e tem o direito de entrar neste Acordo;
2. Voc� n�o ir� utilizar o Conte�do de nenhuma forma que n�o seja permitida por este Acordo
3. A sua utiliza��o do Conte�do n�o ir� violar as leis ou regulamenta��es aplic�veis de qualquer pa�s, estado, ou outras entidades governamentais;
4. A informa��o que voc� fornece ao 123RF � precisa e verdadeira, incluindo sem limita��es todas as informa��es do cart�o de cr�dito.

Voc� concorda em defender e indenizar o 123RF, seus empregados, diretores, e funcion�rios, e qualquer outro associado ao 123RF, e cada um dos seus sucessores, licenciados, e determinar sem danos de quaisquer e todas as reclama��es, responsabilidades, custos, danos ou despesas, incluindo honor�rios e despesas advocat�cias, provenientes do Seu uso do Conte�do e deste Site de qualquer viola��o ou alega��o de viola��o de qualquer representa��o, garantia ou outra promessa feita por Voc� neste Acordo.

Este Acordo constitui todo o acordo feito entre Voc� e o 123RF com rela��o ao assunto. Caso alguma provis�o deste Acordo seja considerada inv�lida, o fato n�o ir� afetar nenhuma outra provis�o, e o restante deste Acordo ser� interpretado de forma a se aproximar ao m�ximo das inten��es das partes. Falhas do 123RF para refor�ar alguma provis�o deste Acordo n�o ser�o consideradas como abdica��o de futuros refor�os dessa ou de quaisquer outras provis�es. A interpreta��o e refor�o deste Acordo devem ser governados de acordo com provis�es internacionais e outras leis aplic�veis.

Este Acordo foi originalmente composto em ingl�s e foi posteriormente traduzido para outras l�nguas. A fidelidade das tradu��es posteriores n�o pode ser garantida. Em caso de conflito entre a vers�o em ingl�s e a vers�o em outro idioma, a vers�o em ingl�s prevalece.

Voc� concordou e reafirma o seu acordo em conduzir esta transa��o eletronicamente.

123RF LIMITED ROYALTY-FREE LICENSE AGREEMENT (Extended Editorial RF License)

ESSENTIAL INFORMATION
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY PRODUCT OR SERVICE OF 123RF LIMITED / 123RF.

The 123RF LIMITED/123RF End User License Agreement (EULA or the "Agreement")

This Agreement is between 123RF LIMITED ("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") or otherwise contributes towards the Content of 123RF on the terms of use as an image Contributor (as referred to or defined elsewhere on 123RF or 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 video footage, image or photo owned by 123RF or its authorized contributors and have been made available for download on these websites.

You have agreed to be bound by the Terms and Conditions of this Agreement and by downloading any of the Content from 123RF, You acknowledge that You have read, understood, and accepted the Terms and Conditions of this Agreement.

123RF represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Content, or, is authorized to allow You to access, acquire, and use Content under the Terms and Conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to Content which proves 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 suppliers.

Terms and Conditions of Use

You agree to access, acquire, and use the Content under the following Terms and Conditions:

These Terms and Conditions constitute a legal Agreement between You and 123RF.

123RF grants You a nonexclusive, nontransferable license to use, reproduce, modify, publish, display, and distribute the Content according to the Terms and Conditions set forth in Section 3 hereof.

You may NOT (For Content marked as "Editorial Use Only"):
1. Unless additional rights are stipulated in the Section 2, or granted pursuant to a separate license agreement, Content may not be used for any commercial, promotional, advertising or merchandising use.
2. Content may be cropped, provided that the editorial integrity of the Licensed Material 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.
3. Licensee may not use Content in any manner that violates the rights of individuals such as defamation, intrusion on privacy, misappropriation of likeness, or depiction in a false light.
4. Licensee may not:
  1. sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
  2. make the Content available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users;
  3. sell, license or distribute any end product containing the Content in a way that is intended to allow or invite a third party to download, extract or access the Content as a standalone file;
  4. include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or
  5. use or display the Content on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
  6. Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a standalone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Content.
  7. under any circumstances use Content 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.

Photo Credit
1. Content must include the following credit line adjacent to the Licensed Material:"©[Photographer's Name]/123RF.COM" or as otherwise notified by 123RF.
2. 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 Licensed Material used in a feature film, broadcast television or cable production and must read: "Footage supplied by [Photographer's Name]/123RF.COM"

You understand that Content is copyrighted and may be owned by a third party, and any unauthorized use by you may be an infringement of such copyright.

You understand and agree that 123RF may, in its sole discretion,
1. monitor anything you download from or upload to the 123RF website, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement,
2. limit downloads to a fixed amount of total downloads per 24 hour period, per user, as to insure the best possible service to all 123RF subscribers,
3. track any abuse of your username and password in connection with the 123RF website or sites or in connection with this Agreement,
4. terminate your account immediately if we detect you are using, or are trying to use any automated means to download content, and
5. terminate your account, without notice, if it finds what 123RF believes to be any violation of this Agreement and/or any abuse of your username and password. If your account is terminated for any violation of this Agreement and/or any abuse of a username or password, you lose all rights to 123RF Content, must immediately delete all Content acquired from 123RF, and forfeit all fees paid.

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.
1. You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the 123RF website 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
2. 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.

You represent and warrant that:
1. you are at least 18 years of age and have the right to enter into this Agreement;
2. you will not use the Content in any way that is not permitted by this Agreement;
3. your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
4. the information you provide to 123RF Sites is accurate and true, including, without limitation, all credit card information.
5. the download, upload or use in any way of any content, Content or information which is uploaded by You onto 123RF (the "Uploads") does not infringe upon the copyright, trademark or any intellectual or proprietary property right of 123RF or third party other than 123RF and that You are the full owner of the Uploads and all rights vested in the Uploads without any encumbrance or fetter to such rights; and
6. any account(s) opened or maintained by You on 123RF or the Sites will only be accessed and used by You for the purposes and on terms and conditions stipulated on the Sites and in this Agreement, and You shall ensure that no person other than You shall have access to or use your account(s) or password(s) to such account(s).

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.

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' intentions. Failure by 123RF to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The interpretation and enforcement of this Agreement shall be governed according to international treaty provisions and other applicable laws.

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

Any person or entity who is not a party to this Agreement (whether or not such person shall be 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.

You have agreed and reaffirm your agreement to conduct this transaction electronically.

123RF STANDARD AUDIO LICENSE AGREEMENT ("Agreement")

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ACCEPTANCE OF THE AGREEMENT IS AN ABSOLUTE CONDITION OF THE USE OF ANY PRODUCT OR SERVICE OF 123RF LIMITED ("123RF").

This Agreement is entered into between 123RF, conducting business or transactions through and as 123RF.COM and the user ("You") who downloads Audio Content (defined below) from any of the Sites (or through 123RF, its Distributors or its authorized affiliates).

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

You have agreed to be bound by this Agreement and by downloading any Audio Content from 123RF, You acknowledge that You have read, understood, and accepted the Agreement entirely. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Sites) at any time ("Update"). Each Update will be dated and indicated on the Sites, and such indication shall serve as effective notification to You. Continued (i) download of Audio Content from the Sites (or receipt of Audio Content from 123RF or its approved affiliates, upon request); or (ii) registration of user account, after two (2) weeks of such Update notification will constitute your unconditional acceptance of the Update.

123RF represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyright, in and to the Audio Content, and is authorized to allow You to access, acquire, and use Audio Content under the terms and conditions of this Agreement. The copyright and all other rights of the Audio Content shall remain with 123RF and its respective suppliers/contributors.

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

"123RF Parties" has the meaning ascribed to it in Section 12.

"Audio Content" means any sound/audio (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original audio digital files, or any copies thereof subject to this Agreement, offered for licensing by 123RF, or downloaded by or otherwise supplied to You by 123RF.

"Client" or "Customer" means the direct end-user clients / customers of Yours who use Audio Content only in the form of a Licensed Work Reproduced or produced by You.

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

"Distributors" means third party licensed resellers of Audio Content by way of partners, API partners, marketing entities, distributors and other resellers, each of whom is authorized and approved by or, affiliated to, 123RF.

"Edit" means by using less than an entire Audio Content or using the Audio Content in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying, provided that any change shall not alter the fundamental character of the Audio Content used, or entitle any ownership rights to be claimed from the Audio Content (in its original or Edited form), including copyright from the derived work or Licensed Work.

"Liability Cap" has the meaning ascribed to it in Section 20.

"Licensee" has the meaning ascribed to it in Section 2.

"Licensed Work" means the end-product or end derivative work that has been Reproduced, Synchronized, Edited or created by or on behalf of You using independent skill and effort and that incorporates Audio Content and other material, and which Audio Content shall be inseparable from the Licensed Work to be a standalone Audio Content.

"Reproduce" means any form of copying or publication of the whole or a part of any Audio Content (on a basis detached from the full Licensed Work), via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Audio Content, and the creation of any Licensed Work or derived work from, or that incorporates, Audio Content, whereby such Audio Content shall not be capable of being disassociated or reverse engineered from the Licensed Work/derived work by the end user or any third party to be a standalone Audio Content.

"Standard Limit" has the meaning ascribed to it in Section 5(j).

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

Terms of Use

You agree to access, acquire, and use the Audio Content as follows:

Terms and Conditions

This Agreement and the terms and conditions herein constitutes a binding legal agreement between You and 123RF.

Grant

123RF grants You a non-exclusive, non-transferable license to use Audio Content according to the terms and conditions of this Agreement. 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 the Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purposes of this Agreement, all terms and conditions of the Agreement as applicable to You shall apply equally to the Licensee (as the case may be).

Society Royalties

123RF has used reasonable efforts to ascertain that the Audio Content do not originate from members of any Collection 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 performing rights or other rights societies due to the exploitation of Audio Content (even if the contributor is not a member of any Collection Society 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
1. Only You are permitted to use, access, Reproduce or Edit Audio Content.
2. Only You are permitted to transfer files of Your Licensed Work containing Audio Content to Your Clients / Customers where they shall have no further rights 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.
3. You can only use and install Audio Content in one location at a time. If You require 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 Sites (or directly with 123RF) for each such use, or purchase an Audio Content multiseat license or Corporate+ license from 123RF or the Sites (if available).
4. You must not violate (directly or indirectly, including by circumvention) or, attempt to violate the integrity of, any data protection measures on the Sites.
5. You may not assign, sell or otherwise transfer, directly or indirectly, your registered account to any third party without the written consent of 123RF.

Audio Content Usage

You may, subject to the terms and conditions of this Agreement, access and acquire Audio Content via the Sites (or from 123RF or its affiliates directly), and 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:
1. advertisements on television, radio, web/mobile (including podcasts), commercial theatre and DVDs, and infomercials or tags for products, services and organizations;
2. promotional activities which include exhibitions or performances in commercial, retail, wholesale or other sales locations to promote products, services and organizations;
3. website background music or sound or similar use for personal or commercial websites;
4. television programs provided that the Audio Content is Synchronized with visual works (i.e., not as Audio Content on a standalone basis);
5. radio programming provided that the Audio Content is Synchronized with other musical or audio works; e.g., You may not broadcast Audio Content as part of Your music programming but You can integrate and Synchronize it in a radio drama, radio documentary, radio production or other radio-centric Licensed Work;
6. motion pictures intended for exhibition for the purpose of creating awareness provided that the Audio Content is Synchronized with visual works;
7. products, services, presentations or exhibitions intended to market, promote or educate on goods, wares and/or services;
8. ringtone, ring acoustic and other tonal systems for personal telecommunication devices (provided that there is no intention of re-sale or re-distribution);
9. home videos for Your own personal use; and
10. 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 Audio Content through the 123RF Extended Audio License available on the Sites. 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:
1. use, access or download any Audio Content which is not intended for or licensed by You;
2. use Audio Content as a part of a physical item, software, program or template that is to be resold. For this, You must purchase Audio Content through the 123RF Extended Audio License available on the Sites;
3. distribute the Audio Content, electronically or in any storage medium (except as specifically authorized or for the purposes under Section 5 above);
4. download, copy, capture or rip any Audio Content other than by the download means/methods/functions provided by the Sites;
5. provide any Client/Customer/third party access to the 123RF's Audio Content library in any way;
6. transfer or make conceivable for transfer (to any person or entity other than You) any derived work incorporating Audio Content other than Licensed Work;
7. allow the use of Audio Content by any Client/Customer/third party to Reproduce or Edit any marketing material or product (end-product of otherwise);
8. 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, Licensed Work or Web page;
9. 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. E.g., You cannot download and compile fifteen songs from the Audio Content (or from other sources together with Audio Content from the Sites) to create a CD / compilation to sell, distribute or relinquish to a third party (i.e., for other than purely personal usage);
10. use Audio Content, in whole or in part, as a theme song for any motion picture, or television, radio or web program;
11. 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);
12. use, share or display 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 sites, music CDs, electronic greeting card web sites, web templates and or in any other way that enables Audio Content to be accessed by any third party) or make Audio Content available to be extracted or accessed or reproduced as an electronic file;
13. copy or adapt the object code of the Sites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Sites or 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;
14. 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;
15. use 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;
16. use automated or programmatic means or methods to download Audio Content;
17. 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;
18. delete any composer/author attributions, legal notices, or proprietary designations or labels in any Audio Content file that is downloaded;
19. use Audio Content, in whole or in part, to create derivative work that may falsely express that You are the original creator of the work;
20. reproduce Synchronized Audio Content (subject strictly to the restriction in Section 6(i)) in a tangible medium (like a CD or DVD), or an element of the Synchronized Audio Content in excess of 2,000 Reproductions for the purposes of re-sale (i.e., the Standard Limit), in which event You shall be required to purchase Audio Content through the Electronic Only Extended License available on the Sites. 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; and/or
21. use Audio Content in any manner that is in breach of this Agreement.

Credit Line

When "Audio Content" is used in any production other than for personal home use, credits must be given to the Audio Contributor in the following form: "[Contributor's Name] © 123RF.com".

Third Party Copyright

You understand that Audio Content is copyrighted and may be owned by a third party, and any unauthorized use by you may be an infringement of such copyright.

Unilateral Action.

You understand and agree that 123RF may, in its sole discretion:
1. monitor anything you download from the Sites, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement
2. limit downloads to a fixed amount of total downloads per 24 hour period, per user, as to insure the best possible service to all 123RF subscribers / users;
3. track any abuse of Your username and password in connection with the Sites or in connection with this Agreement;
4. terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Audio Content; and/or
5. terminate Your account, without notice, if it finds what it believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You lose all rights to the Audio Content, must immediately delete all Audio Content acquired from 123RF, comply with Section 23 below on termination, and forfeit all fees paid.

Disclaimer

123RF, the Sites and the Audio Content are made available to You "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." 123RF, its employees, directors, officers, shareholders, advisors, Distributors, affiliated entities and anyone else associated with 123RF (the "123RF Parties") 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 or the Sites will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire Audio Content, You do so at Your risk. The 123RF Parties also disclaim any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort.

False Designation

You understand and acknowledge that neither the 123RF Parties nor anyone acting on behalf of 123RF has made any representation or warranty that Your use of 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.

Independent advice

You understand that You should seek competent and independent counsel before using Audio Content on or in connection with any goods or services or for any other commercial purposes.

Liability

Save for the limited circumstance in Section 18, in no event will any of the 123RF Parties be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Audio Content, even if 123RF has been advised of the possibility of such damages. Save for the limited circumstance in Section 18 and the Liability Cap (as defined below), in no event will the liability of the 123RF Parties exceed the amount paid by You for accessing, acquiring, and/or using Audio Content from the Sites, 123RF or its approved affiliates ("Paid Fees"). However, as some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

Representations.

You represent and warrant that:
1. You are at least 18 years of age and have the right to enter into this Agreement;
2. You will not use Audio Content in any way that is not permitted by this Agreement and that all steps shall be taken to ensure that no unauthorized use or use beyond the terms of this Agreement of Audio Content by any person occurs;
3. Your use of Audio Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
4. the information You provide to 123RF is accurate and true, including, without limitation, all credit card information; and
5. any account(s) opened or maintained by You on 123RF or the Sites will only be accessed and used by You for the purposes and on terms and conditions stipulated on the Sites and in this Agreement, and You shall ensure that no person other than You shall have access to or use Your account(s) or password(s) to such account(s).

Indemnity

You agree to fully defend and indemnify the 123RF Parties, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of Audio Content and the Sites 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.

123RF Indemnity

Subject to the terms of this Agreement, and provided that You have not breached the terms of this or any other agreement with 123RF, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of its representations and warranties in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Audio Content downloaded and used by You pursuant to the terms of this Agreement violate third party intellectual property rights as a direct result of Your substantial and material reliance upon 123RF's representations and warranties contained herein. This indemnification is conditioned upon You notifying 123RF, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to legal@123rf.com, Attention: General Counsel. If required, 123RF shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with 123RF in the defense of any such claim and shall have the right to participate in any litigation at your own expense. 123RF shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

No modification

Notwithstanding anything to the contrary contained herein, 123RF shall not be liable for any damages, costs or losses arising as a result of Edits, Synchronizations, Reproductions, modifications or alterations made to the Audio Content or the context in which the Audio Content are used by You.

Liability Cap

123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Ten Thousand United States Dollars (US$10,000.00) or the Paid Fees, whichever the higher (the "Liability Cap").

Entire Agreement and Governing Law

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

Termination

This Agreement is effective until it is terminated. You can terminate this Agreement by (i) deleting and destroying all Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/accompanying materials thereof; and (ii) ceasing to use 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 the Agreement. Upon such termination, you must immediately (i) delete and destroy all Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/accompanying materials thereof; (ii) cease using the Audio Content for any purpose; and (iii) confirm in writing to 123RF that the foregoing requirements have been completed.

Assignment

Notwithstanding anything to the contrary in this Agreement, 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, restructuring plan or reorganization in which it participates, or (iii) to the purchaser of all or a majority of all the assets of the party, provided such assignee agrees to assume in writing such party's rights and obligations under this Agreement.

Prevailing Language

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

Right of Third Parties

Any person or entity who is not a party to this Agreement (whether or not such person shall be 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.

You have agreed to enter into this Agreement and to conduct any transactions contemplated hereunder electronically.

123RF EXTENDED AUDIO LICENSE AGREEMENT ("Agreement")

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ACCEPTANCE OF THE AGREEMENT IS AN ABSOLUTE CONDITION OF THE USE OF ANY PRODUCT OR SERVICE OF 123RF LIMITED ("123RF").

This Agreement is entered into between 123RF, conducting business or transactions through and as 123RF.COM and the user ("You") who downloads Audio Content (defined below) from any of the Sites (or through 123RF, its Distributors or its authorized affiliates).

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

You have agreed to be bound by this Agreement and by downloading any Audio Content from 123RF, You acknowledge that You have read, understood, and accepted the Agreement entirely. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Sites) at any time ("Update"). Each Update will be dated and indicated on the Sites, and such indication shall serve as effective notification to You. Your continued (i) download of Audio Content from the Sites (or receipt of Audio Content from 123RF or its approved affiliates, upon request); or (ii) registration of user account, after two (2) weeks of such Update notification will constitute your unconditional acceptance of the Update.

123RF represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyright in and to the Audio Content, and is authorized to allow You to access, acquire, and use the Audio Content under the terms and conditions of this Agreement. The copyright and all other rights of the Audio Content shall remain with 123RF and its respective suppliers/contributors.

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

"123RF Parties" has the meaning ascribed to it in Section 12.

"Audio Content" means any sound/audio (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original audio digital files, or any copies thereof subject to this Agreement, offered for licensing by 123RF, or downloaded by or otherwise supplied to You by 123RF.

"Client" or "Customer" means the direct end-user clients / customers of Yours who use Audio Content only in the form of a Licensed Work Reproduced or produced by You.

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

"Commercial Media and Products" has the meaning ascribed to it in Section 2.3(c).

"Distributors" means third party licensed resellers of Audio Content by way of partners, API partners, marketing entities, distributors and other resellers, each of whom is authorized and approved by or, affiliated to, 123RF.

"Edit" means by using less than an entire Audio Content or using the Audio Content in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying, provided that any change shall not alter the fundamental character of the Audio Content used, or entitle any ownership rights to be claimed from the Audio Content (in its original or Edited form), including copyright from the derived work or Licensed Work.

"Liability Cap" has the meaning ascribed to it in Section 20.

"Licensee" has the meaning ascribed to it in Section 2.

"Licensed Work" means the end-product or end derivative work that has been Reproduced, Synchronized, Edited or created by or on behalf of You using independent skill and effort and that incorporates Audio Content and other material, and which Audio Content shall be inseparable from the Licensed Work to be a standalone Audio Content.

"Paid Fees" has the meaning ascribed to it in Section 15.

"Reproduce" means any form of copying or publication of the whole or a part of any Audio Content (on a basis detached from the full Licensed Work), via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Audio Content, and the creation of any Licensed Work or derived work from, or that incorporates, Audio Content, whereby such Audio Content shall not be capable of being disassociated or reverse engineered from the Licensed Work/derived work by the end user or any third party to be a standalone Audio Content.

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

Terms of Use

You agree to access, acquire, and use the Audio Content as follows:

Terms and Conditions

This Agreement and the terms and conditions herein constitutes a binding legal agreement between You and 123RF.

Grant

123RF grants You a non-exclusive, non-transferable license to use Audio Content according to the terms and conditions of this Agreement. 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 the Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purposes of this Agreement, all terms and conditions of the Agreement as applicable to You shall apply equally to the Licensee (as the case may be).

Society Royalties

123RF has used reasonable efforts to ascertain that the Audio Content do not originate from members of any Collection 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 performing rights or other rights societies due to the exploitation of Audio Content (even if the contributor is not a member of any Collection Society 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
1. Only You are permitted to use, access, Reproduce or Edit Audio Content.
2. Only You are permitted to transfer files of Your Licensed Work containing Audio Content to Your Clients / Customers where they shall have no further rights 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.
3. You can only use and install Audio Content in one location at a time. If You require 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 Sites (or directly with 123RF) for each such use, or purchase an Audio Content multiseat license or Corporate+ license from 123RF or the Sites (if available).
4. You must not violate (directly or indirectly, including by circumvention) or, attempt to violate the integrity of, any data protection measures on the Sites.
5. You may not assign, sell or otherwise transfer, directly or indirectly, your registered account to any third party without the written consent of 123RF.

Audio Content Usage

You may, subject to the terms and conditions of this Agreement, access and acquire Audio Content via the Sites (or from 123RF or its affiliates directly), and 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:
1. advertisements on television, radio, web/mobile (including podcasts), commercial theatre and DVDs, and infomercials or tags for products, services and organizations;
2. promotional activities which include exhibitions or performances in commercial, retail, wholesale or other sales locations to promote products, services and organizations;
3. website background music or sound or similar use for personal or commercial websites;
4. television programs provided that the Audio Content is Synchronized with visual works (i.e., not as Audio Content on a standalone basis);
5. radio programming provided that the Audio Content is Synchronized with other musical or audio works; e.g., You may not broadcast Audio Content as part of Your music programming but You can integrate and Synchronize it in a radio drama, radio documentary, radio production or other radio-centric Licensed Work;
6. motion pictures intended for exhibition for the purpose of creating awareness provided that the Audio Content is Synchronized with visual works;
7. as a theme song for any motion picture, or television, radio or web program;
8. products, services, presentations or exhibitions intended to market, promote or educate on goods, wares and/or services;
9. ringtone, ring acoustic and other tonal systems for personal telecommunication devices (provided that there is no intention of re-sale or re-distribution);
10. home videos for Your own personal use;
11. subject strictly to the restriction in Section 6(i), an unlimited number of Reproductions of Synchronized Audio Content in a tangible medium (like a CD or DVD), or an element of the Synchronized Audio Content for the purposes of re-sale; and/or
12. in relation to each Audio Content, an unlimited number of items of Licensed Work products (provided that such Licensed Work is not prohibited by this Agreement) for re-sale, license or other re-distribution, e.g., toys, games, cards, and other similar entertainment products.

Audio Content Restrictions.

You may NOT (and may not permit any third party) under any circumstances to:
1. use, access or download any Audio Content which is not intended for or licensed by You;
2. use Audio Content as a part of a physical item, software, program or template that is to be resold. For this, You must purchase Audio Content through the 123RF Extended Audio License available on the Sites;
3. distribute the Audio Content, electronically or in any storage medium (except as specifically authorized or for the purposes under Section 5 above);
4. download, copy, capture or rip any Audio Content other than by the download means/methods/functions provided by the Sites;
5. provide any Client/Customer/third party access to the 123RF's Audio Content library in any way;
6. transfer or make conceivable for transfer (to any person or entity other than You) any derived work incorporating Audio Content other than Licensed Work;
7. allow the use of Audio Content by any Client/Customer/third party to Reproduce or Edit any marketing material or product (end-product of otherwise);
8. 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, Licensed Work or Web page;
9. 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. E.g., You cannot download and compile fifteen songs from the Audio Content (or from other sources together with Audio Content from the Sites) to create a CD / compilation to sell, distribute or relinquish to a third party (i.e., for other than purely personal usage);
10. 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);
11. use, share or display 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 sites, music CDs, electronic greeting card web sites, web templates and or in any other way that enables Audio Content to be accessed by any third party) or make Audio Content available to be extracted or accessed or reproduced as an electronic file;
12. copy or adapt the object code of the Sites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Sites or 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;
13. 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;
14. use 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;
15. use automated or programmatic means or methods to download Audio Content;
16. 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;
17. delete any composer/author attributions, legal notices, or proprietary designations or labels in any Audio Content file that is downloaded;
18. use Audio Content, in whole or in part, to create derivative work that may falsely express that You are the original creator of the work; and/or
19. use Audio Content in any manner that is in breach of this Agreement.

Credit Line

When "Audio Content" is used in any production other than for personal home use, credits must be given to the Audio Contributor in the following form: "[Contributor's Name] © 123RF.com".

Third Party Copyright

You understand that Audio Content is copyrighted and may be owned by a third party, and any unauthorized use by you may be an infringement of such copyright.

Unilateral Action

You understand and agree that 123RF may, in its sole discretion:
1. monitor anything you download from the Sites, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement;
2. limit downloads to a fixed amount of total downloads per 24 hour period, per user, as to insure the best possible service to all 123RF subscribers / users;
3. track any abuse of Your username and password in connection with the Sites or in connection with this Agreement;
4. terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Audio Content; and/or
5. terminate Your account, without notice, if it finds what it believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You lose all rights to the Audio Content, must immediately delete all Audio Content acquired from 123RF, comply with Section 23 below on termination, and forfeit all fees paid.

Disclaimer

123RF, the Sites and the Audio Content are made available to You "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." 123RF, its employees, directors, officers, shareholders, advisors, Distributors, affiliated entities and anyone else associated with 123RF (the "123RF Parties") 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 or the Sites will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire Audio Content, You do so at Your risk. The 123RF Parties also disclaim any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort.

False Designation

You understand and acknowledge that neither the 123RF Parties nor anyone acting on behalf of 123RF has made any representation or warranty that Your use of 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.

Independent advice

You understand that You should seek competent and independent counsel before using Audio Content on or in connection with any goods or services or for any other commercial purposes.

Liability

Save for the limited circumstance in Section 18, in no event will any of the 123RF Parties be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Audio Content, even if 123RF has been advised of the possibility of such damages. Save for the limited circumstance in Section 18 and the Liability Cap (as defined below), in no event will the liability of the 123RF Parties exceed the amount paid by You for accessing, acquiring, and/or using Audio Content from the Sites, 123RF or its approved affiliates ("Paid Fees"). However, as some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

Representations.

You represent and warrant that:
1. You are at least 18 years of age and have the right to enter into this Agreement;
2. You will not use Audio Content in any way that is not permitted by this Agreement and that all steps shall be taken to ensure that no unauthorized use or use beyond the terms of this Agreement of Audio Content by any person occurs;
3. Your use of Audio Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
4. the information You provide to 123RF is accurate and true, including, without limitation, all credit card information; and
5. any account(s) opened or maintained by You on 123RF or the Sites will only be accessed and used by You for the purposes and on terms and conditions stipulated on the Sites and in this Agreement, and You shall ensure that no person other than You shall have access to or use Your account(s) or password(s) to such account(s).

Indemnity

You agree to fully defend and indemnify the 123RF Parties, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of Audio Content and the Sites 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.

123RF Indemnity

Subject to the terms of this Agreement, and provided that You have not breached the terms of this or any other agreement with 123RF, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of its representations and warranties in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Audio Content downloaded and used by You pursuant to the terms of this Agreement violate third party intellectual property rights as a direct result of Your substantial and material reliance upon 123RF's representations and warranties contained herein. This indemnification is conditioned upon You notifying 123RF, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to legal@123rf.com, Attention: General Counsel. If required, 123RF shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with 123RF in the defense of any such claim and shall have the right to participate in any litigation at your own expense. 123RF shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

No modification

Notwithstanding anything to the contrary contained herein, 123RF shall not be liable for any damages, costs or losses arising as a result of Edits, Synchronizations, Reproductions, modifications or alterations made to the Audio Content or the context in which the Audio Content are used by You.

Liability Cap

123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Twenty Thousand United States Dollars (US$20,000.00) or the Paid Fees, whichever the higher (the "Liability Cap").

Entire Agreement and Governing Law

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

Termination

This Agreement is effective until it is terminated. You can terminate this Agreement by (i) deleting and destroying all Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/accompanying materials thereof; and (ii) ceasing to use 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 the Agreement. Upon such termination, you must immediately (i) delete and destroy all Audio Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/accompanying materials thereof; (ii) cease using the Audio Content for any purpose; and (iii) confirm in writing to 123RF that the foregoing requirements have been completed.

Assignment

Notwithstanding anything to the contrary in this Agreement, 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, restructuring plan or reorganization in which it participates, or (iii) to the purchaser of all or a majority of all the assets of the party, provided such assignee agrees to assume in writing such party's rights and obligations under this Agreement.

Prevailing Language

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

Right of Third Parties

Any person or entity who is not a party to this Agreement (whether or not such person shall be 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.