123RF AI Generator License ("License")
This License applies when you use the services of the 123RF AI Generator ("
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
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.
You shall NOT:
- use the Services in a way that infringes, misappropriates or violates any person's rights;
- 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.
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.
Content
You may provide input such as text prompts and image prompts to the Services (where applicable) ("
Input") and receive output generated by the Services based on the Input ("
Output"). For clarification purposes, Input and Output are collectively known as "
Content".
When you use the Services, you are giving us and our successors a perpetual, worldwide, non-exclusive, sublicensable, no charge, 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. This License will survive the termination of this Agreement, for any reason.
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.
We provide no warranties that you will be able to trademark or claim copyright ownership of the Output or Content or that any trademark application or copyright claim 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.
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.
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.
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.
目的之聲明
全球大多數司法管轄領域的法律,自動將專屬的著作權及其相關權利(定義如下)賦予原始創作及/或資料庫(分別稱「作品」)之創作者及之後的權利人(個別及統稱「權利人」)。
某些權利人想要永久放棄其作品之權利,是為了將它貢獻到一個創意、文化及科學作品之共享領域(「共享領域」)。在該共享領域中,公眾能安心地、無懼未來的侵權主張地、並以最大可能的自由形式及任何目的,包含但不限於商業目的,以該等作品為基礎另為創作、修改、再利用、再散布這些作品及將該等作品收錄於其他作品中。這些權利人,將其作品貢獻到該共享領域中,可能是為了發揚自由文化的理想或進一步促進創意、文化及科學作品的產生、或某種程度上透過他人的使用及努力,來為自己贏得名聲或使其作品被更廣泛地散布。
為了這些及/或其他目的和動機,且未預期任何額外之對價或補償下,以 CC0 結合一作品之人(「宣告者」),在他是該作品的著作權及其相關權利的權利人的範圍內,且其了解到他對該作品的著作權及其相關權利、及 CC0 對那些權利將產生的意義和法律影響,自願選擇將 CC0 適用在該作品上,且公開地依據 CC0 的條款來散布該作品。
-
著作權及其相關權利。
一作品依據 CC0 提供利用(本作品),可能受到著作權及其相關或鄰接權利(「著作權及其相關權利」)的保護。著作權及其相關權利,包含但不限於下列權利:
- 重製、改作、散布、表演、展示、傳達及翻譯一作品的權利;
- 保留予原始作者及/或表演人之著作人格權;
- 於一作品中描繪、與某人的形象或肖像有關的形象權或隱私權;
- 保護一作品免於受不正競爭的權利,需受到以下第 4(a) 點的限制;
- 保護得擷取、散播、利用及再利用一作品中之資料的權利;
- 資料庫的權利(例如歐洲議會及理事會在 1996 年 3 月 11 日通過編號 96/9/EC 指令之後對於資料庫的法律保護,及任何國家對此指令的實施所產生的權利,包含任何對該指令的修改或後續版本);
- 其他遍及全球、基於相關法律或條約,及任何國家對該等法律或條約所實施之相似、相等或一致的權利。
-
權利之拋棄。 在不悖於相關法律規定,且合於法律允許的最大範圍內,宣告者於此公開地、完全地、永久地、不可撤回地及無條件地拋棄及放棄其對於本作品所有的著作權及其相關權利、及相關聯的權利主張及訴訟請求,不論現在已知或未知,包含現行及未來的權利主張及訴訟請求(「權利之拋棄」)。該權利之拋棄 (i) 適用於全球的領域,(ii) 適用於相關法律及條約規定的最長存續期間(包含未來的延長期間),(iii) 適用於任何現行或未來的媒介及任何數量的重製品上,及 (iv) 使用者得為了任何目的,包含但不限於商業、廣告或促銷之目的利用本作品。宣告者為前述權利之拋棄,是為了有利於公眾中的每一個人,且會損及宣告者之繼承者之利益,宣告者完全了解且希望該權利之拋棄永遠不會被撤回、撤銷、取消、終止或成為任何其他法律或相當行為之適用對象,以使公眾基於前述宣告者明示的目的之聲明,對於本作品能平和的享用,不會受到任何打擾。
-
轉換為公眾授權。 若因為任何原因,前述權利之拋棄的任一部分依據相關法律,被認定為無效或不生效力,則該權利之拋棄應在考量到前述宣告者明示的目的之聲明、在相關法律允許的最大範圍內被保留。此外,當前述權利之拋棄被如此認定時,宣告者於此授與每位受影響者免權利金、不得移轉的、不得再授權的、非專屬的、不得撤回的,以及無條件的授權,來實施宣告者對本作品的著作權及其相關權利(「授權」)。該授權 (i) 適用於全球的領域,(ii) 適用於相關法律及條約規定的最長存續期間(包含未來的延長期間),(iii) 適用於任何現行或未來的媒介及任何數量的重製品上,及 (iv) 使用者得為了任何目的,包含但不限於商業、廣告或促銷之目的利用本作品。該授權應被視為溯及自宣告者將 CC0 適用於本作品之日起生效。若因為任何原因使該授權的任一部分在相關法律下被認定為無效或不生效力,該無效或不生效力部份不因而使該授權其餘部分亦無效,且在這個情況下,宣告者於此聲明他將不會 (i)行使任何他對本作品剩餘的著作權及其相關權利或 (ii) 提起任何與本作品相關的權利主張及訴訟請求,在前述 (i)(ii) 任一情形下之聲明並不會與前述宣告者明示的目的之聲明相悖。
-
限制及免除責任聲明。
- 宣告者所擁有的商標權或專利權,不會因為本文件,而被拋棄、放棄、授權或受到其他影響。
- 宣告者是以現狀提供本作品,且未聲明或提供關於本作品之任何保證,無論明示、默示、或是否為法律所規定,包含但不限於任何有關本作品權利之擔保、可商業性、是否符合某特定之目的、未侵害他人權利、不具有潛在或其他之缺陷、正確性、或不論能否被發現之現存或欠缺的錯誤,前述所有內容皆是在相關法律所允許的最大範圍內予以提供。
- 宣告者免責於排除他人可能對本作品或對本作品的任何使用所主張的權利,包含但不限於任何人對本作品的著作權及其相關權利。此外,宣告者亦免責於取得任何必要的同意、允許或其他權利以使用本作品。
- 宣告者了解並認知到 Creative Commons 並非本文件之當事人,且對於 CC0 或利用本作品不負任何責任或義務。
123RF LIMITED ROYALTY-FREE LICENSE AGREEMENT (Editorial 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 up to 500,000 copies in aggregate (for quantities above this amount, you must purchase the Extended License version for the Content) according to the Terms and Conditions set forth in Section 3 hereof.
- You may NOT (For Content marked as "Editorial Use Only"):
- 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.
- 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.
- 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.
- Licensee may not:
- sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
- make the Content available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users;
- 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;
- include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products;
- 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;
- Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a standÂalone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Content; and / or
- 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
- Content must include the following credit line adjacent to the Licensed Material:"©[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 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,
- 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,
- 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,
- track any abuse of your username and password in connection with the 123RF website or sites or in connection with this Agreement,
- terminate your account immediately if we detect you are using, or are trying to use any automated means to download content, and
- 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.
- 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
- 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:
- you are at least 18 years of age and have the right to enter into this Agreement;
- you will not use the Content in any way that is not permitted by this Agreement;
- your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
- the information you provide to 123RF Sites is accurate and true, including, without limitation, all credit card information.
- 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
- 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 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"):
- 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.
- 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.
- 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.
- Licensee may not:
- sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
- make the Content available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users;
- 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;
- include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or
- 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.
- 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.
- 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
- Content must include the following credit line adjacent to the Licensed Material:"©[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 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,
- 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,
- 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,
- track any abuse of your username and password in connection with the 123RF website or sites or in connection with this Agreement,
- terminate your account immediately if we detect you are using, or are trying to use any automated means to download content, and
- 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.
- 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
- 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:
- you are at least 18 years of age and have the right to enter into this Agreement;
- you will not use the Content in any way that is not permitted by this Agreement;
- your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
- the information you provide to 123RF Sites is accurate and true, including, without limitation, all credit card information.
- 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
- 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
- Only You are permitted to use, access, Reproduce or Edit Audio Content.
- 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.
- 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).
- You must not violate (directly or indirectly, including by circumvention) or, attempt to violate the integrity of, any data protection measures on the Sites.
- 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:
- advertisements on television, radio, web/mobile (including podcasts), commercial theatre and DVDs, and infomercials or tags for products, services and organizations;
- promotional activities which include 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; 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;
- motion pictures intended for exhibition for the purpose of creating awareness provided that the Audio Content is Synchronized with visual works;
- products, services, presentations or exhibitions intended to market, promote or educate on goods, wares and/or services;
- 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 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:
- use, access or download any Audio Content which is not intended for or licensed by You;
- 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;
- distribute the Audio Content, electronically or in any storage medium (except as specifically authorized or for the purposes under Section 5 above);
- download, copy, capture or rip any Audio Content other than by the download means/methods/functions provided by the Sites;
- 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 derived work incorporating Audio Content other than Licensed Work;
- 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);
- 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;
- 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);
- use 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 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;
- 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;
- 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 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 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 Audio Content, in whole or in part, to create derivative work that may falsely express that You are the original creator of the work;
- 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
- 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:
- monitor anything you download from the Sites, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement
- 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;
- track any abuse of Your username and password in connection with the Sites or in connection with this Agreement;
- terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Audio Content; and/or
- 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:
- You are at least 18 years of age and have the right to enter into this Agreement;
- 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;
- Your use of Audio Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
- the information You provide to 123RF is accurate and true, including, without limitation, all credit card information; and
- 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
- Only You are permitted to use, access, Reproduce or Edit Audio Content.
- 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.
- 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).
- You must not violate (directly or indirectly, including by circumvention) or, attempt to violate the integrity of, any data protection measures on the Sites.
- 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:
- advertisements on television, radio, web/mobile (including podcasts), commercial theatre and DVDs, and infomercials or tags for products, services and organizations;
- promotional activities which include 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; 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;
- motion pictures intended for exhibition for the purpose of creating awareness provided that the Audio Content is Synchronized with visual works;
- as a theme song for any motion picture, or television, radio or web program;
- products, services, presentations or exhibitions intended to market, promote or educate on goods, wares and/or services;
- 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;
- 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
- 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:
- use, access or download any Audio Content which is not intended for or licensed by You;
- 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;
- distribute the Audio Content, electronically or in any storage medium (except as specifically authorized or for the purposes under Section 5 above);
- download, copy, capture or rip any Audio Content other than by the download means/methods/functions provided by the Sites;
- 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 derived work incorporating Audio Content other than Licensed Work;
- 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);
- 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;
- 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);
- 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 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;
- 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;
- 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 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 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 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
- 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:
- monitor anything you download from the Sites, as frequently as 123RF in its sole discretion determines, for any violation of this Agreement;
- 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;
- track any abuse of Your username and password in connection with the Sites or in connection with this Agreement;
- terminate Your account immediately if we detect You are using, or are trying to use any automated means to download Audio Content; and/or
- 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:
- You are at least 18 years of age and have the right to enter into this Agreement;
- 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;
- Your use of Audio Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
- the information You provide to 123RF is accurate and true, including, without limitation, all credit card information; and
- 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.
You have agreed to enter into this Agreement and to conduct any transactions contemplated hereunder electronically.