ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THE 123RF.COM WEBSITE AND FORMS A LEGAL AGREEMENT BETWEEN YOU AND 123RF LIMITED (HEREAFTER "123RF"). BY ACCESSING ANY SERVICE OR PART THEREOF UNDER THE 123RF.COM DOMAIN, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 123RF RESERVES THE RIGHT TO CHANGE THESE TERMS AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE, AND YOU AGREE TO BE BOUND BY SUCH CHANGES.

1. OWNERSHIP
   This Site is owned and operated by 123RF LIMITED. All images on this web site are owned by 123RF or its partners / contributors and are protected by International copyright laws and international treaty provisions. 123RF retains all rights not expressly granted by this agreement. The license contained in this agreement will terminate automatically without notice from 123RF, if you fail to comply with any provision of this agreement. Upon termination, you must delete and destroy all materials obtained from this site, copies, and related documentation thereof. In addition, 123RF reserves the right to terminate this site without notice.



2. AUTHORIZED USE
   Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Content") is licensed to you by 123RF. Your use of the Content, or any intellectual property rights therein, is dependent upon your acceptance of the 123RF End User License Agreement (EULA) and any relevant Licensing Agreements.
 


3. LINKS TO THIRD PARTY SITES
   123RF provides links to third-party sites as a convenience to you. 123RF does not control third party sites or links to third party sites. Links to third-party sites are not an endorsement by 123RF of such sites. 123RF is not responsible for the content of any linked sites.



4. LIMITED WARRANTY
   123RF represents that it has the right to enter into this Agreement and has the right to grant this License under these terms.
   
   123RF warrants that the Content will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it. 
   
   EXCEPT AS PROVIDED ABOVE, THE CONTENT, ARE PROVIDED "AS IS" “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 123RF DOES NOT WARRANT THAT THE CONTENT AND SITE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT AND SITE ARE WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT 123RF OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 
   
   Certain states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from state to state.
 


5. YOU REPRESENT, WARRANT AND COVENANT THAT:
   
   1. You are at least 18 years of age and have the right to enter into this Agreement;
   2. You will not use the Content in any way that is not permitted by this Agreement, EULA or any other relevant licensing agreements;
   3. Your use of the Content will not violate any rights including but not limited to copyrights, intellectual property rights, trademark, privacy, or any other applicable law or regulation of any country, state, other governmental entities or any third party;
   4. The information you provide to 123RF is accurate and true, including without limitation all credit card information;
   5. You agree that all passwords to your 123RF account are to be held in the strictest of confidence. You may not share or disclose any password or log in information to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to
      
      1. terminate this Agreement immediately with notice to you
      2. retain all unpaid payments pursuant to this Agreement and
      3. seek any legal or equitable remedies.



6. INCORRECT PRICING AND INFORMATION
   123RF has used reasonable effort to ensure that the pricing and information stated in the Site are accurate, however there are possibilities due to genuine error that the Content’s information is incorrect or the Content is priced wrongly, in such situation 123RF has the right to cancel the transaction and refund the payment, if the transaction has been made.



7. LIMITATION OF REMEDIES
   
   1. Cancellation / Expiration: In the event this Agreement is not terminated but the subscription period has been cancelled or has expired, you may continue to use the Content that you have downloaded as of the date of cancellation or expiration, provided that such use is in compliance with the terms of this Agreement, EULA and other relevant licensing agreements.
   
   
   2. No Monetary Damages: Under no circumstances whatsoever will 123RF be liable to you for any damages, including any lost profits or revenues, lost savings, or other special, general, punitive, incidental or consequential damages arising out of the use or inability to use the Content even if 123RF or a distributor authorized by 123RF has been advised of the possibility of such damages, or for any claim by any other party. Some states do not allow the limitations or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.



8. INDEMNIFICATION
   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 from the breach of the warranty above or these Terms.



9. USAGE
   123RF reserves the right to change and amend the prices of any credit / subscription package or the credit download rates and download sizes without prior notice to you. However, 123RF will always endeavour to notify you of any impending price changes.
   
   
   1. SUBSCRIPTION PLANS
      
      1. Subscription plans cannot be upgraded nor downgraded upon download of the first Content.
      2. There shall be no extension of subscription period if you fail to download any Content due to Internet connectivity problems. 123RF will fully reimburse the "lost days" only if the 123rf.com server is inaccessible worldwide (i.e. system down) for a continuous duration of 8 hours or more.
      3. Subscription Content will no longer be available for download once the subscription period ends.
      4. Auto Renewal subscription plans will be automatically renewed 3 days before it expires. You can cancel Auto Renewal at any time on our site (go to 'My Account' and update 'My Purchased Plan') or by contacting our support team.
   
   
   2. CREDIT PLANS
      
      1. Credit Plans purchased cannot be downgraded. Upgrades however, will be entertained.
      2. Credits will expire within 1 year from the date of purchase.
      3. Credit image downloads will be available for a period of twelve (12) months from the date of initial download.
   
   


10. NO WAIVER
    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.



11. JURISDICTION
    
    1. The establishment, effectiveness, interpretation and execution of this Agreement shall all be governed by the laws of Hong Kong, subject to its jurisdiction, and without regard to the conflict of laws principles.
    2. All disputes arising 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 to submit the dispute to Hong Kong International Arbitration Centre for arbitration in Hong Kong which shall be conducted in accordance with the UNCITRAL Arbitration Rules in effect at the time of applying for arbitration. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
    3. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to 123RF such that damages and remedies under Hong Kong Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Hong Kong, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.



12. LEGAL FEES
    If 123RF is obligated to go to court to enforce any of its rights, or to collect any fees, you agree to reimburse 123RF for its legal fees, costs and disbursements if 123RF is successful. 



13. ASSIGNABILITY
    You may not assign or transfer to anyone the rights granted to you in this Agreement, without 123RF’s prior written consent. 



14. ENTIRE CONTRACT
    You acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and 123RF, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and 123RF relating to the subject of this agreement. The explanations to FAQ's and other explanations and content provided in 123RF.com website are for your information only and are not, and shall not be construed as, part of this agreement.
 


15. SEVERABILITY
    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.
 


16. 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. 
 


17. PRIVACY POLICY
    We do not sell, share or rent your personal information to any third party and we only use your information as described in the Privacy Policy which is incorporated into these Terms and Conditions by reference. You may review our Privacy Policy here: https://tw.123rf.com/privacy.php.
    
    You further agree that by your continued use of the site, you agree to the terms of our Terms of Use and Privacy Policy. If you do not agree to your information being used in the manner stated in our Privacy Policy, please cease from using the service(s) provided by 123RF.com.



18. PROMOTIONAL LOGO
    Your continued use of the Content, services and/or Sites implies your full consent to 123RF’s use of your corporate / business identity logos for promotional purposes of 123RF without the need for payment of any consideration thereof.