THE GALERIE LICENSE AGREEMENT
Agreement. This License is an agreement between 123RF Limited ("123RF") and licensee ("You") who downloads royalty-free images / illustrations / vectors / video footage ("Content") from 123RF.COM and/or 123ROYALTYFREE.COM ("Sites"). By downloading any Content, You acknowledge that You understand and accept the terms of the License. For the avoidance of doubt, 123RF Europe BV is appointed by 123RF Limited as the authorised distributor of the Content in Europe. For the avoidance of doubt, 123RF LLC is appointed by 123RF Limited as the authorised distributor of the Content in the jurisdiction of the United States of America.
123RF Representation. 123RF represents that it owns all rights and/or has all requisite authority to the Content, including copyrights, and is authorized to license the Content under the License. Unaltered and Standalone Content licensed to You will not infringe or violate the intellectual property, publicity or privacy rights of any third party. Copyright of Content belong to 123RF and/or Content contributors of 123RF. However such representation will be deemed inapplicable with regards to Content which absence of the corresponding model / property release in relation to the Content which prevent the intended use of the Content.
Licensee Representation - You represent and warrant that:
You are at least 18 years of age and have the right to enter into this License
You will not use Content in any way that is not permitted by this License
Information You provide to 123RF is accurate and true, including without limitation all payment and billing information
Except as otherwise stated in this License, any account(s) opened or maintained by You on the Sites will only be accessed and used by You for the purposes and on terms stipulated in this License)
Grant: Subject to the terms herein, 123RF grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable sub-license to use, Reproduce, modify, publish and display downloaded Content (other than as restricted in paragraph 10).
Single User Account Only. This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, You may only do so through 123RF's Corporate+ account (https://www.123rf.com/partnersite.php) or 123RF's multi-seat license agreement (https://www.123rf.com/license.php?type=ml_unlimited).
"Licensed Work" means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or Your client, using independent skill and effort and that incorporates Content and other material, and which Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content.
"Reproduce(d)" means the distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work), whereby the reproduced Content will not be disassociated from the Licensed Work by the end user or any third party to be a Standalone Content.
"Standalone Content" means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution.
"Vital Role" means the Content used form an integral part or core component of the Licensed Work and will substantially increase the value of Your Licensed Work
Standard Permitted Uses. Examples of permitted uses include the use, modification, Reproduction and/or display of Content (in each case, without any rights of resale) in relation to the following Licensed Works:
EXAMPLES of LICENSED WORKS
Advertising / Marketing / Promotions (Business & Commercial Purposes)
· Advertisements prepared by graphic designers / agencies for clients on magazines, periodicals, newspapers, reports and other traditional print media
· Print ads, mailers, handouts, brochures, flyers, posters, catalogues, packaging for promotional materials which EXCLUDES packaging for merchandise (e.g. where the packaging forms part of the product, such as a box for a toy) and packaging as a product (e.g. wrapping paper being the merchandise)
Print / Publications / Education
· Prints on book covers (front and back), up to 500,000 prints collectively for each Content
· Business cards, letterhead, catalogs, brochures and pamphlets
· Use Content for multimedia presentations like Powerpoint, provided the following copyright notice is displayed next to the file: "[Contributor's Name] © 123RF.com"
"Editorial Use Only" Contents & Editorial Context
· Important – Content marked "Editorial Use Only" may only be used for editorial purposes and may not be used for commercial / advertising / promotional purposes.
· Content used for editorial purposes (such as magazines, newspapers, textbooks, books, eBooks, directories online or multimedia CDs) must display the following copyright notice next to the file: "[Contributor's Name] © 123RF.com"
· For the avoidance of doubt, all Content (including Contents not marked "Editorial Use Only") may also be used in an editorial context, whether in traditional or electronic print, websites, blogs, television, online video, provided that the above copyright notice is displayed next to the file.
· Editorial publication only up to 500,000 print collectively for each Content
Design Elements & Art
· On a website, video game or data storage device for distribution or use by others (BUT not in connection with any website template or software product for distribution, resale or use by others)
· As background or screen Content in software or mobile applications, provided that the Content does notplay a Vital Role in the Licensed Work.
· Substantially Reproduced into original artwork
· On video, film, television broadcast and internet for home video, documentary, feature film or commercial use provided the following copyright notice is prominently displayed next to the file: "[Contributor's Name] © 123RF.com" and the Content does not play a Vital Role in the Licensed Work. Prominent display of the credit statement could include, e.g. beginning or ending credits to a television program or broadcast, or cited reasonably close to the Content used, or appended or annotated clearly.
Social Media Websites & Applications
· Posting and/or uploading Content onto social media websites and applications (such as Facebook, Instagram and Twitter), provided that (1) such social media websites and applications do not assume or deem the ownership or rights (including Copyright) in the Content (whether as Standalone Image, in a derived form or as a Licensed Work), other than being permitted through You as a licensee of the Content to have the Content and/or Licensed Work displayed or used as permitted under this License; or (2) You must include Your organization logo at any corner of the Content measuring a minimum of 125 pixel width or length, (whichever is the larger) and/or the Content must be incorporated in a Licensed Work.
· Home decoration, wall murals / art, albums, prints, personal property and use DIY items and other personal prints
· Personal blogs and other personal publications (traditional or online) provided that personal publications will not cause You or any third party publication service providers (e.g., blog service providers) to assume or deem the ownership or rights (including Copyright) in the Content (whether as a Standalone Image, in a derived form or as a Licensed Work)
· As décor in an office, lobby, public area, restaurant or retail store
Additional Rights. To facilitate Your use of Content to Reproduce Licensed Works, You may also:
. Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).
a. Procurement: obtain the License to Content on behalf of the client, provided the client is fully subject to and bound by the terms of the License.
b. Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is fully subject to and bound by the terms of the License.
c. Subcontract: transfer Content files / derived works to subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abide by the restrictions in this License.
Extended Permitted Uses (Extended License). In the event You require the following extended rights to use the Content, in addition to the usages permitted pursuant to paragraphs 7 and 8 herein, You may license any of the following Extended Licenses according to Your relevant usage:
. PRINT ONLY EXTENDED LICENSE
i. In any manner permitted under the Standard License without any print run limitation; and
ii. In any printed (not for electronic distribution) material, merchandise or product for personal use or resale (for e.g. calendars, T-shirts, posters and mugs) and product packaging up to a limit of 10,000 copies in aggregate per licensing. Each additional print up to 10,000 copies under this subparagraph requires a new licensing.
a. ELECTRONIC ONLY EXTENDED LICENSE
i. In any manner permitted under the Standard License without any print run limitation;
ii. As design elements in video, film or television broadcast for resale purpose; and
iii. In any electronic distribution (not in its original but in its final form) or items for personal use or resale, including design elements or constituents in eBooks, licensed software, website templates, flash templates and documents provided such use does not allow the re-distribution or re-use of the Content by third party.
b. COMPREHENSIVE EXTENDED LICENSE
i. In any manner permitted under Standard License, Print Only Extended License and Electronic Only Extended License without any print run limitation.
Restrictions. Other than as specifically permitted in paragraphs 7 and 8 herein, You may NOT:
Sublicense, sell or transfer any rights in License
· The rights in the License are personal to You
· You may not transfer any rights in this License to third parties without 123RF's consent
Sell, share, license, assign or distribute Standalone Content
· Conveyance of Content to third parties must always be in a Reproduced Licensed Work and never as Standalone Content
· You must ensure with adequate technological measures that Standalone Content may not be extracted / copied from Licensed Works by third parties
Infringe Intellectual Property Rights
· In connection with the Content / Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party
· You may not remove any Copyright Notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content
"Editorial Use Only" Content
· Content marked "Editorial Use Only" may not be used for commercial / advertising / promotional purposes.
Extract Contents Illegally
· You must not download Contents from the Site using methods other than provided by 123RF
Use Content in Logos / Trademarks / Service Marks
· Content cannot be used for or incorporated into logos, trademarks or service marks
Use Contents Illegally
· You may not use Contents in any way that violates any law, regulation or statute in any applicable jurisdiction
Use Content for Immoral / Obscene / Illegal / Defamatory Purposes
· Content and Licensed Works (incorporating Contents) may not be used in any way (by itself or with other content / context) that is pornographic, offensive (e.g. implying any person suffering from a mental or an emotional condition), politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating sites or apps, is discriminatory towards race, gender, religion, faith or sexual orientation
Use Content to Derogate Persons / Property
· You may not use Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person unless You accompany each use with a statement that clearly indicates that (i) the Content is being used for illustrative purposes only and (ii) any person depicted in the Content, if any, is a model
· You may not imply that the creator of the Content endorses any political, immoral or offensive inclinations
Resell Reproduced Licensed Works
· Subject to paragraph 9 (Extended License), Licensed Works may not be resold
Termination. This License is effective until it is terminated. You can terminate this Agreement by:
. deleting and destroying all Contents downloaded by You and in Your possession, and any Licensed Work(s), and copies / accompanying materials thereof; and
a. ceasing to use the Contents for any purpose.
123RF can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of the Agreement. Upon such termination, You must immediately carry out paragraphs 11(a) and (b) above with or without further notice by 123RF.
Disclaimer. You agree that neither 123RF nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Contents, even if such parties have been advised, or advised of the possibility, of such damages.
THE CONTENTS AND SITES ARE PROVIDED "AS IS, AS AVAILABLE, WITH ALL FAULTS" BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Licensee Indemnity. Notwithstanding anything to the contrary in this License, You agree to fully defend, indemnify and hold 123RF and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with 123RF and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Contents or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this License.
123RF Indemnity. Provided that You have not breached the terms of this License, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of unaltered Contents downloaded and used by You pursuant to this Agreement violate 123RF's warranties and representations contained herein. This indemnification is on the condition that You give 123RF:
. no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to email@example.com, Attention: General Counsel;
a. full information, assistance and cooperation for the defense or settlement thereof; and
b. at 123RF's option, sole control of any defense, settlement or action related thereto.
123RF shall not be responsible for any claim settled without 123RF's consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
Liability Cap. 123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) under paragraph 14 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Contents, whichever the higher ("Liability Cap").
Unauthorized Use. The representations and the warranties made by 123RF in this Agreement apply only to the Content as delivered by 123RF and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.
Governing Law and Dispute Resolution.
. The establishment, effectiveness, interpretation and execution of this License agreement shall all be governed by the laws of Hong Kong, subject to its jurisdiction, and without regard to the conflict of laws principles.
a. All disputes arising in connection with the performance of this License shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to 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.
b. You acknowledge and agree that any breach of any covenant, representations and warranties contained in this License would cause irreparable injury to 123RF such that damages and remedies under 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.
Assignment. Neither party shall assign its rights or interests under this Agreement to any Third Party without the other party's prior written consent in each instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party's rights and obligations under this Agreement.
No Third Party Rights. Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.
Entire Agreement. This Agreement constitutes the entire agreement between You and 123RF regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Language. This License is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
Electronic Agreement. You have agreed and reaffirm Your agreement to this License electronically by downloading the Content(s).