APPLICATION PROGRAMMING INTERFACE - VALUE ADDED RESELLERS TERMS OF SERVICE
This document is a sample agreement and does not form a binding agreement between you and 123RF. 123RF reserves the right to unilaterally update and change this document from time to time without notice. In order to be a Value-added Reseller, you will need to enter into a written agreement with 123RF. For more information, please contact our Customer Care Representatives at info@123rf.com.
This Terms of Service ("Agreement") details the terms of use as well as conditions for which you, the "Value-added Reseller", as defined in the API Vendor Particulars, will use the 123RF.com's Application Programming Interface ("API") to license stock photos, vectors and illustrations from 123RF (collectively "Content") and forms a binding agreement between you and 123RF. By applying for and using the API, you expressly agree to the terms as stated in this Agreement.
- Licensed Uses and Restrictions
- At all times comply with the 123RF Terms of Use (https://www.123rf.com/terms/) ("Terms of Use");
- Disclose in your application through a privacy policy or otherwise displayed in the footer of each page, how you collect, use, store, transfer, process and disclose data collected from your visitors, including, where applicable, any third parties (including advertisers) that may serve content and/or advertisements, and collect information directly from your visitors and may place or recognize cookies on your visitors' browsers;
- You and your clients must comply with the applicable license agreement, as stated in the API Vendor Particulars, ("License") in relation to the usage of all Content at all times. If your clients whom you are selling the products to (using integrated API provided by 123RF) are the end users ("End User"), you need to inform 123RF in advance about such 'licensing on behalf' practice. In such case, you would need to make all effort to ensure the End Users comply with the License, regardless whether the End Users are receiving the raw files supplied by 123RF. Such 'licensing on behalf' practice however does not mean transferring all licensing responsibilities to the End Users, as you will not be indemnified on all / any violations made by the End Users or by yourself indirectly or directly, and you agree that 123RF may hold you and the End Users jointly and severally liable for any non-compliance or violations by the End Users or you of the License; and
- ensure that no person other than you shall have access to the API, Secret and Access keys. You agree to hold and keep in strictest confidence the API, Secret and Access keys from being accessing by any third party, other than those of your employees / officers who have a need to know in order to carry out the purpose of this Agreement, and such employees / officers of yours must agree to hold and keep in strictest confidence the API, Secret and Access keys.
- use the API for any application that replicates or attempts to replace the user experience of 123RF;
- attempt to cloak or conceal your identity or your application's identity when requesting authorization to use the API;
- cache or store any Content;
- display the Content as standalone products. The restrictions also include but are not limited to, displaying the Content prices on your website and allowing purchases of the Content without bundling with your respective core products or services;
- use the API for any application that constitutes, promotes or is used in as a part of any trojans, spyware, adware, keylogging and other malicious programs or code;
- use the API in any manner or for any purpose that violates any law or regulation, any right of any person or entity, including but not limited to intellectual property rights, rights of privacy, and/or rights of personality;
- sell, lease, sublicense or share the API or access thereto or derive revenues from the use or provision of the API, whether for direct or indirect commercial, monetary gain or otherwise, except as set forth herein;
- use the API for any purpose other than as stated in this Agreement;
- use the API for the purpose of re-selling the Content directly. The Content must be bundled up with the services you intend to offer as described herein. The Content cannot be sold as a standalone product. This Agreement does not grant you the license to become a stock photo reseller. You are only entitled to act as a value-added reseller under the terms and conditions of this Agreement;
- use the API for redistribution to a third party reseller. This Agreement does not grant you any redistribution license to provide any Content to another value-added reseller nor a stock photo reseller; and/or
- allow, cause or use any bot, automated processes or indexing service to access the API.
- Attribution
- Ownership and Copyright
- Support and Monitoring
- Fair Use
- Fees and Payments
- The API does bear bandwidth and hardware costs on 123RF.com for providing the API service to you. For uses of the API which exceed a certain limit or unreasonable API calls were made by you or the End Users, 123RF reserves the right to: (i) charge a fee for any future use or to provide any continued access to the API; or (ii) immediately disable your access to the API by disabling your API keys.
- Please note that we shall only exercise our discretion to grant you 123RF Commercial API Key upon receipt of your pre-payment of the fees for the infrastructure costs.
- Upon execution of this Agreement, you shall be entitled to license the Content at the preferential rates as stipulated in the API Vendor Particulars. The rates may be subsequently varied by You and 123RF in writing.
- Term and Termination
- send a written notice of termination to you; and/or
- immediately disable your access to the API by disabling your API keys.
- Disclaimer of Any Warranty
- Limitation of Liability
- Indemnity
- General Terms
The API is wholly owned by Inmagine Lab Pte. Ltd. and is licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicensable basis on the terms and conditions set forth herein. These terms define the legal use of the API, all updates, revisions, substitutions, and any copies of the API made by or for you. All Content are owned by 123RF or their respective contributors and are not necessarily owned by 123RF only. All rights not expressly granted to you are reserved by 123RF and/or the members of its contributor community.
You shall:
You shall not use 123RF's trademark in naming your website, for your application or do anything that suggests or allude to the users that 123RF is directly involved in the development, marketing and direction of your website. However, you shall clearly indicate that 123RF is the legal source of the Content on each Content detail page.
You shall use your best effort to place the following notice, "Powered by 123RF", in the footer section of all your pages that utilize the API and such notice shall be linked to www.123RF.com.
You may not use the 123RF logo without prior written approval from 123RF. If such approval is granted by 123RF, you must ensure that any use of 123RF logo in your application shall be less prominent than the logo or mark that primarily describes the application and you must only use 123RF trademark according to 123RF's written instructions. Your use of 123RF logo shall not imply any endorsement by 123RF. You must state this clearly in your website's term of use, privacy and any other documentation
The API is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.
123RF's rights apply to the API and all output and executables of the API. This excludes any software components developed by you which do not themselves incorporate into the API or utilize any output from the API.
By using the API, you agree to abide by all applicable proprietary rights laws and any other laws, as well as any additional copyright notices or restrictions contained in the terms and conditions of this Agreement. 123RF owns all rights, title, and interest in and to the API.
This Agreement grants you no right, title, or interest in any intellectual property owned or licensed by 123RF, including but not limited to the API, the Content, and 123RF intellectual property rights, including trademarks.
123RF may elect to provide you with support or modifications for the API (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without any notice to you.
123RF may also impose limits on certain features and services or restrict your access to parts or all of the API or the 123RF Website without notice or liability to you and/or the End Users.
If you require technical support in developing a new website, 123RF reserves the right to charge a fee for such integration.
The technical advice to be provided by 123RF, in its sole discretion, includes providing technical support on troubleshooting. However, such advice does not include systems engineering advice for your systems structure.
Prior to your website going live with the API, 123RF will conduct an audit process on your website, where 123RF will provide you an authentication page in the event the audit process is successful. 123RF however still has the right to terminate this Agreement after the audit process if you carry out any material changes to the mechanisms of the API where such changes have altered the terms and conditions of this Agreement.
123RF may also monitor your website or application over time to ensure continued compliance with (a) the appropriate type of API key and (b) this Agreement and the License.
You acknowledge that the API depends on finite resources shared amongst many clients. You agree not to use the API excessively or unreasonably, including but not limited to (i) displaying more than two hundred (200) Content per page in your application or use an unreasonable amount of bandwidth, (ii) using the API in a manner that adversely impacts the stability of the servers or adversely impacts the behavior of other applications using the API, and (iii) attempting or making any unreasonable amount of API calls that would adversely impact the performance of the servers. Excessive use of the API may be identified at our discretion. If you are found to be utilizing the API excessively, 123RF reserves the right to contact you and work with you to remedy the situation. Notwithstanding anything provided in this Agreement, 123RF reserves the right, at its sole discretion, to limit and/or disable your use of the API. You agree to make good faith efforts to remedy the excessive use.
This Agreement shall be effective for the term, as stated in the API Vendor Particulars, beginning from the Commencement Date, as stated in the API Vendor Particulars.
You may terminate this Agreement by written notice to 123RF, provided always that you will remain liable for any damage or loss arising from your breach or non-performance of this Agreement prior to termination, and you shall pay any amount owing to 123RF pursuant to this Agreement prior to the termination within seven (7) days from the date of such termination.
123RF may immediately terminate your access to the API at any time for any / no reason. Your rights to use the API will be terminated automatically if you violate any of the terms and conditions of this Agreement, and 123RF shall:
Some of the API may be experimental and not tested in any manner. 123RF does not represent or warrant that the API is free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid. The API is provided "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis with no warranty or guarantees, express or implied, of any kind and 123RF expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability and fitness for a particular purpose. Your use of the API is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of the API, including but not limited to, any damage to your computer system or loss of data.
Except as otherwise expressly stated herein, 123RF, its shareholders, 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 the API will be uninterrupted, error free of computer viruses or other damaging materials. You shall use the API at your own risk. 123RF, its shareholders, employees and officers, and anyone else acting on behalf of 123RF disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort.
123RF, its shareholders, employees, directors, and officers, or anyone else associated with 123RF shall not, under any circumstances, be liable to you for any indirect, general, incidental, punitive, consequential, special or exemplary damages arising out of or in connection with use of the API, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other monetary loss, whether or not 123RF has been advised of the possibility of such damages. Under no circumstances shall 123RF be liable to you for any amount.
To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify 123RF and its subsidiaries, affiliates, directors, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of the API, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and legal fees
The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms and conditions of this Agreement or the Terms of Use. Any construction or interpretation to be made of this Agreement or the Terms of Use shall not be construed against the drafter. This Agreement and the Terms of Use 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.
Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement and the Terms of Use, you and 123RF shall act independently and not as a partner, joint venture or agent. You shall not have any authority to assume or create any obligation for or on behalf of 123RF, express or implied, and you shall not attempt to bind 123RF to any contract.
Governing Law and Dispute Resolution. This Agreement shall be governed by, and shall be construed in accordance with, the laws of Singapore. 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 decision of the arbitrator shall, except in the case of manifest error, be final and binding upon the parties hereto. The arbitration proceedings shall be conducted in English.
No Waiver of Rights by 123RF. 123RF's failure to exercise or enforce any right or provision of this Agreement or the Terms of Use shall not constitute a waiver of such right or provision.
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 most closely give effect to the parties' intention. Failure by either party to enforce any provision will not be deemed a waiver of future enforcement of that or any other provision.
Assignability. 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.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be individually effective as provided herein, and all of which taken together shall constitute one and the same instrument. If this Agreement is executed in multiple counterparts, it will be effective and enforceable by a party against the other party upon receipt by a party of either (i) the original executed counterpart of the other party, or (ii) a facsimile transmission (or other type of electronic transmission) of the original executed counterpart of the other party.
Prevailing Terms. The parties accept that this Agreement consists of the API Vendor Particulars and Standard Terms and Conditions, and further agrees that such shall be read together in construing the terms and conditions in relation to the use of the API. In the event of any inconsistency, the API Vendor Particulars shall prevail.
