All disputes arising out of or in connection with the performance of this Agreement shall be settled
through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days
after the commencement of negotiations, the parties agree first to try in good faith to settle the dispute
by mediation administered by the American Arbitration Association under its Commercial Mediation
Procedures before resorting to arbitration, litigations or some other dispute resolution procedure. In the
event if the dispute is settled via arbitration, the number of arbitrators shall be one (1) and the language
of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
You acknowledge and agree that any breach of any covenant, representations and warranties contained
in this Agreement would cause irreparable injury to 123RF such that damages and remedies under the
applicable law for any breach of any such covenant would be inadequate. You further acknowledge and
agree that the arbitral tribunal may order any interim measure it deems necessary or proper in
accordance with the applicable law, including without limitation, any injunctive or enjoining procedural
orders or interlocutory awards.
ASSIGNMENT
Neither party shall assign its rights or interests under this Agreement to any third party without the other party's
prior written consent in each instance; except that a party may assign its rights, interests and obligations
hereunder to any similarly financially responsible entity that is either (i) an affiliate of such party, (ii) the surviving
entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the purchaser of all
or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party's
rights and obligations under this Agreement.
NO THIRD-PARTY RIGHTS
Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise
identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall
have no right whatsoever to enforce this Agreement or any of its terms.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between You and 123RF regarding its subject matter and
supersedes any previous written or oral agreement between You and 123RF. Should any provision of this
Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this
Agreement will be construed to give effect most closely to the parties' intention. Failure by either party to
enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other
provision.
LANGUAGE
This Agreement is written in English with a reference translation in another language (if necessary). In the event
of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
ELECTRONIC AGREEMENT
You have agreed and reaffirm Your agreement to this Agreement electronically by downloading the Content
and/or the Audio Content.
Last Updated: 25 August 2022
123RF FREE Image License Agreement ("Agreement")
123RF End User Licensing Agreement, which can be found at
https://www.123rf.com/license.php?type=standard is hereby incorporated into this Agreement. In the event of any inconsistency between 123RF End User Licensing Agreement and this Agreement, the terms of this Agreement shall prevail.
What is Permitted?
- All content labeled as "FREE" can be downloaded and used for free.
- Can be used for commercial and non-commercial purposes:
- No permission is needed.
- Attribution is required. You may only use the content without attribution only if you subscribe to the
123RF PLUS plan.
- NOTE For Commercial Use:
- 123RF does not grant any right or make any warranties with regards to the use of names, people, trademarks, logos, brands, copyrighted designs, works of art or architecture depicted or contained in the photos.
- You acknowledge that no releases were obtained for those photos, and;
- You shall be solely responsible for securing the permission from the brand owner, individual, or copyright owners for your proposed use of the photos.
What is NOT Permitted?
- All content cannot be sold without significant modification.
- Compiling photos from 123RF to replicate a similar or competing service.
- Use the photos in any logo or part of any trademark.
- Use the photos 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.
Limitation of Liability
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 Service even if 123RF has been
advised, or advised of the possibility, of such damages.
Furthermore, 123RF shall not be liable for any damages, costs or losses arising as a result of modifications
or alterations made to the content or the context in which such content used by You
Language
This Agreement is written in English with a reference translation in another language (if necessary). In the
event of any conflict in interpreting or construing the terms of this Agreement, the English version shall
prevail.
123RF AI 生成器的服务条款 (“条款”)
当您使用 123RF AI 生成器、AI 变体服务和/或任何 AI 服务(“服务”)产生内容时,这些条款即适用。当您存取或使用我们的服务时,即表示您同意受到这些条款、我们的
一般使用条款、
隐私政策和
Cookie政策的约束,这些都已在此参考中纳入。如有任何不一致,这些条款应予以优先。
服务
您必须年满十六 (16) 岁或以上才能使用或存取服务。如果您未满十六 (16) 岁,您使用的服务必须由您的家长或监护人直接监督,并同意受到这些条款的约束。任何未满十六 (16) 岁且未直接受成人监督的人使用或存取服务均严格禁止,且违反这些条款。
如果您代表您的实体使用服务,您必须有权代表他们接受这些条款。
使用要求
您可以提供如文字、关键字和/或输入图片等提示给服务(如适用)(“输入”),并接收由服务基于输入生成的,包括由AI生成的内容和/或由AI驱动的图像变化(“输出”)
根据此处的条款的遵守,您可以将输出用于任何目的。为了避免疑虑,您独自负责内容输出,确保它不违反任何适用的法律或侵犯任何权利,包括但不限于智慧财产权(以下定义)。如果您有任何法律上的担忧,请在使用服务前咨询法律专业人士/顾问。
当您使用此项服务时,您赋予我们及我们的继承者一个永久的、全球的、非独家的、可再许可的、免版税和不可撤销的权利,以我们的判断复制、准备衍生作品、公开展示、公开执行、转售、再授权和分发您所提供的输入和服务产生的输出,而不需再向您支付任何费用。无论出于何种原因,本条款在终止这些条款后仍然有效。
限制
您不得:
- 使用服务和输出的方式侵犯、擅用或违反任何第三方的权利,包括但不限于智慧财产权(以下定义);
- 反向组装,反向编译,反编译,翻译或以其他方式尝试发现服务的模型,算法和系统的基础组件;
- 使用服务的输出来开发与我们竞争的模型;
- 表示服务的产出是人类生成的;
- 使用服务或产出来诽谤,骚扰,威胁,威胁或冒犯任何人;和
- 使用服务或输出来实现非法,虐待,色情,欺骗性,淫秽,诽谤,诽谤,进攻,暴力,仇恨言论或其他不适当的目的。
"Intellectual Property Rights" is hereby defined as all intellectual property rights whether or not
registered or registrable in any part of the world which includes, but without limitation to, rights in respect
of or in connection with (i) trademarks, service and other marks, (ii) patents and patent applications, (iii)
designs, (iv) copyrights and rights analogous to copyright, (v) trade, business and domain names, (vi)
inventions, discoveries, improvements, designs and techniques, (vii) confidential processes and information
and know-how, and (viii) image and/or publicity rights.
费用和付款
您应使用您的订阅配额或下载信用来根据下载时适用的价格和条款页面下载输出,或如我们之间书面协议的其他方式。我们保留随时修改定价的权利。
术语和终止
这些条款在您首次使用我们的服务时生效,并持续生效直至终止。您可以随时因任何原因终止这些条款,只需停止使用我们的服务和输出。我们保留随时阻挡、限制、暂停和/或终止您访问服务或其任何部分的绝对权利,无需向您通知或承担任何责任。终止后,您将停止使用我们的服务,并立即销毁所有输出。
免责声明
我们不提供任何保证,您将能够对输出或内容进行商标注册或声称版权所有权,或者任何商标申请或版权主张都不会侵犯任何第三方的智慧财产权。如果您希望对输出进行商标注册或版权申请,请咨询您的律师以了解相关法律。
由于机器学习和人工智慧学习的性质,我们的服务所产生的输出可能在用户之间并非独一无二,而且服务可能会为其他第三方产生相同或类似的输出。
此外,我们的服务所生成的输出可能并不准确。因此,我们正在不断努力改进我们的服务,使其更加准确、可靠、安全和有益。您将有责任根据适合您的使用情况来评估任何输出的准确性,包括使用人工审核输出。
您在使用本服务时连接使用的任何第三方软体、服务或其他产品均需遵循其自身的条款,我们对第三方产品不承担任何责任。
赔偿和责任限制
您将为我们、我们的附属公司和我们的人员辩护,赔偿和免受任何索赔、损失和费用(包括律师费)的损害,这些索赔、损失和费用起因于或与您使用的服务有关,包括您的输入、输出、我们与服务相关的开发或提供的产品或服务,以及您违反这些条款或违反任何适用的法律。
重要声明:本服务是按“现状”提供的。除法律禁止的范畴外,我们和我们的联营公司及许可方(如有)对于服务不做任何保证(无论是明示、暗示、法定或其他),并驳回所有保证,包括但不限于适销性、特定目的的适用性、满意的品质、不侵犯、和安静的享受,以及任何由于任何交易过程或贸易用途而产生的保证。我们不保证服务将不会中断、准确或没有错误,或者任何服务将是安全的或不会丢失或被更改。
您同意,无论是我们还是我们各自的联营公司,或任何相关的官员、董事、员工、所有者、代理人、代表和许可方,都不应对因使用或不使用服务而导致的任何直接、一般、惩罚性、特殊、偶发、间接或后果性损害或损失利润或其他损害、成本或损失负责,即使我们已被告知或被告知此类损害的可能性。
管理法律和争议解决
本条款受新加坡法律管辖,不考虑法律冲突原则。
任何因我们的服务或这些条款而引起或与之相关的争议,都应通过友好协商解决。如果双方在协商开始后的三十(30)天内无法解决此类争议,则双方同意该争议应根据新加坡国际仲裁中心("SIAC")在新加坡进行仲裁解决。仲裁员的人数应为一(1)人,仲裁的语言应为英语。仲裁裁决对双方均具有最终和有约束力。
您还完全同意集体诉讼豁免条款,所有争议仅必须单独提出。
任务
您不得将这些条款下的任何权利或义务转让给第三方。我们有权在与合并、收购或出售所有或实质上所有的服务、任何附属公司或作为公司重组的一部分时转让这些条款。
修改
我们可能会不时修改这些条款,并在网站上发布修订版本。所有更改将立即生效。在任何更改后,您继续使用服务意味着您同意此更改。
放弃和补救措施
如果您不遵守这些条款,而我们不立即采取行动,这并不意味着我们放弃任何权利。您同意,如果您违反这些条款中的任何一条,这可能对我们造成不可挽回的损害,我们有权对您寻求禁令救济,除了任何其他法律救济。
语言
这些条款是用英文写的,并在另一种语言中提供参考翻译(如有需要)。在解释或构建这些条款时如有任何冲突,英文版本应占优势。
123RF PACKS LICENSE AGREEMENT
-
ESSENTIAL INFORMATION
This 123RF PACKS License Agreement ("Agreement") is between Inmagine Lab Pte. Ltd. ("123RF"), conducting business or transactions through and as 123RF.COM and the user ("You") who downloads Content (as defined below) from any of the websites (the "Sites"). You may not allow anyone else to use your username or password. For the purpose of this Agreement, "Content" is defined as craft/cut files, fonts, graphics, patterns, mock-ups or templates labeled as "PACKS" and owned by 123RF or its authorized contributors and has been made available for download on the Sites.
You understand that the Content is copyrighted and may be owned by a third party, partner/contributor or supplier, and any unauthorised use by You may be an infringement of such copyright. We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement at any time ("Update"). Each Update will be dated and indicated on the Sites, and such indication shall serve as effective notification to You. Continued download of Content from the Sites will constitute your unconditional acceptance of the Update.
You have agreed to be bound by this Agreement and by downloading any of the Content from 123RF, You acknowledge that You have read, understood, and accepted this Agreement, Terms of Use, Privacy Policy, and Cookie Policy which are incorporated herein by reference. In the event of any inconsistency between the Terms of Use and this Agreement, the terms of this Agreement shall prevail.
If You are purchasing on behalf of a licensee ("Licensee"), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by this Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim.
-
123RF REPRESENTATION
- 123RF represents to the best of its knowledge that it owns all rights or has all requisite authority to license the Content under this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Content which is found to be subject to the ownership or rights of any third party (other than 123RF) without the reasonable knowledge or fault of 123RF. The copyright and all other rights of the Content shall remain with 123RF and its respective contributors/suppliers. However, such representation will be deemed inapplicable with regards to the Content which does not carry the corresponding model/property release in relation to the Content which prevents the Content from the intended use.
- 123RF and the Content are made available to You "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS". 123RF, its employees, directors, and officers, and anyone else associated with 123RF disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that Your usage of 123RF will be uninterrupted, error free of computer viruses or other damaging materials. When You access and acquire the Content, You do so at Your own risk. 123RF, its employees and officers, and anyone else acting on behalf of 123RF also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. 123RF, its employees, directors, and officers, and anyone acting on behalf of 123RF make no representation or warranty as to Your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.
- You understand and acknowledge that neither 123RF, its employees, directors, and officers, nor anyone acting on behalf of the Sites has made any representation or warranty that Your use of the 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 the Content on or in connection with any goods or services or for any other commercial purposes.
-
GRANT
Subject to the terms herein, 123RF grants You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable and non-sublicensable license to use, reproduce, modify, publish and display downloaded Content according to the terms and conditions of this Agreement.
For the avoidance of doubt and clarity, in the event, if the Content is to be used by multiple users within your organization then You shall purchase the Content based on how many users shall be using it. For example, if there are five (5) designers within your organization who wish to use the Content then You will be required to purchase five (5) of those Content thus obtaining five (5) individual licenses for the use of the Content by your respective designers.
-
SINGLE USER ACCOUNT ONLY
This Agreement only allows the creation and registration of a Single User Account only. You may not allow anyone else to use Your username and password.
-
DEFINITIONS
- “Content” means craft/cut files, fonts, graphics, patterns, mock-ups or templates labeled as "PACKS" and owned by 123RF or its authorized contributors and has been made available for download on the Sites.
- “Licensed Work” means the genuine end-product or end derivative work that has been created by or on behalf of You or Your client, using independent skill and effort and that incorporates the Content and other material, and which the Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be Standalone Content.
- “Reproduce(d)” means any form of copying or publication of the whole or a part of any Content by whatever means (which includes distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work).
- “Standalone Content” means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution.
-
PERMITTED USAGE
You may, subject to the terms and conditions set out in this Agreement, use the Content for personal or commercial use, subject to the following permitted usage.
Content |
Permitted Usage |
Fonts |
- Unlimited projects with unlimited views/prints/sales.
- Fonts can be printed on physical products (such as t-shirts, mugs and shoes) with unlimited print runs. Under commercial use, such physical products can be sold.
- Fonts can be converted into graphics for resale, provided only flattened un-editable graphics are included. Secondly entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) should not be converted. Only quotes or expressions are allowed for conversion.
- You are not allowed to share, resell or distribute Fonts on a standalone basis or include Fonts in the sale of template products (e.g. a website theme or logo template).
- Fonts shall only be used as a design element of a Licensed Work. Fonts shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our fonts into an application that allows You to select our Fonts to make Your own T-Shirt design is strictly prohibited.
- You may digitize Fonts for embroidery purpose provided that the entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) are not converted and only Fonts used in the form of quotes or expressions can be digitized.
- Fonts can be used for any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.) provided that the entire alphabetical letters (i.e. A to Z) and/or numerical digits (i.e. 0 to 9) are not converted.
|
Graphics |
- Unlimited projects with unlimited views/prints/sales.
- Graphics are referred to as non-cut or craft related files. E.g. a pack of 100 floral elements or a collection of cute animal illustrations.
- Graphics used to create Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Graphic used. The original Graphic file used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Graphics file.
- Graphics cannot be converted into other formats (SVG, EPS etc.) and subsequently sold or distributed.
- You are not allowed to share, resell or distribute Graphics on a standalone basis or include Graphics in the sale of template products (e.g. a website theme or logo template).
- Graphics shall only be used as a design element of a Licensed Work. Graphics shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Graphics into an application that allows You to select our Graphics to make Your own T-Shirt design is strictly prohibited.
- Graphics can be uploaded to any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.) as long as it has been combined with other elements to create a significantly new design as a flattened end product.
|
Patterns |
- Patterns are allowed to be printed directly onto physical products without alteration.
- Patterns used to create digital Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Pattern used. The original Pattern file used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Pattern file.
- Patterns cannot be converted into other formats (SVG, EPS etc.) and subsequently sold or distributed.
- You are not allowed to share, resell or distribute Patterns on a standalone basis or include Patterns in the sale of template products (e.g. a website theme or logo template).
- Patterns shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Patterns into an application that allows You to select our Patterns to make Your own T-Shirt design is strictly prohibited.
|
Craft/Cut Files |
- 10 different types of Licensed Works for each Craft/Cut File with unlimited prints. E.g. when the same Content is incorporated on a water bottle and a phone casing, we consider such usage as 2 distinct Licensed Works.
- Further customisation for Your clients (i.e. personalize a birthday board, adding initials to a monogram frame) is not allowed.
- Craft/Cut Files are created purely for the end customer. Craft/Cut Files are not for designers to use as a design element to create a new Licensed Work in digital form for sale.
- Craft/Cut Files used for Licensed Works must be individually handmade and may not be used for mass production of the Licensed Works for large-scale commercial gain.
- Craft / cut files are not allowed to be used or uploaded to any Print On Demand (POD) sites, (e.g. Amazon, Zazzle, etc.).
- Craft/Cut Files cannot be converted into other formats (e.g. SVG, EPS, CSD, PES, JEF, XXX etc.) and subsequently sold and/or distributed.
|
Mock-ups & Templates |
- Mock-ups & Templates used to create the Licensed Works must be used with other design elements to create a distinctive new design that does not completely resemble the Mock-ups & Templates used. The original Mock-ups & Templates used to create the Licensed Work cannot be extracted or separated by the customer when the Licensed Work is being sold to the customer via electronic means. The customer is only permitted to use the said Licensed Work, but not the original Mock-ups & Templates file.
- You are not allowed to share, resell or distribute Mock-ups & Templates on a standalone basis or include Mock-ups & Templates in the sale of template products (e.g. a website theme or logo template).
- Mock-ups & Templates shall only be used as a design element of a Licensed Work. Mock-ups & Templates shall not be installed, embedded or integrated in any software, program, application etc. E.g. installing our Mock-ups & Templates into an application that allows You to select our Mock-ups & Templates to make Your own T-Shirt design is strictly prohibited.
|
-
ADDITIONAL RIGHTS
To facilitate Your use of the Content to Reproduce Licensed Works, You may also:
- Client Work: utilize Content to produce Licensed Works on behalf of clients (e.g., advertisements by a graphic designer).
- Procurement: obtain the License to the Content on behalf of the client, provided the client is similarly fully subject to and bound by the terms of the License.
- Representative: obtain the License on behalf of Your employer, company, group or affiliate, provided such other party is similarly fully subject to and bound by the terms of the License.
- Subcontract: transfer Content obtained from the Sites to Your subcontractors or employees temporarily to produce Licensed Works strictly on Your behalf, provided such other party abides by the restrictions in this License.
-
RESTRICTIONS
Other than as specifically permitted in Sections 6 and 7 herein, You may NOT:
Restrictions |
Meaning |
Sublicense, sell or transfer any rights |
- The rights are personal to You.
- You may not transfer any rights in this Agreement to third parties without 123RF’s consent.
|
Sell, share, license, assign or distribute the Content |
- Conveyance of the Content to third parties must always be where the Content has been incorporated into a Licensed Work.
- You must ensure that adequate technological measures are put in place in order that the Content may not be extracted/copied from Licensed Works by third parties.
- You must ensure that the Content is not included in an electronic form which can be reproduced by third parties on electronic or printed products.
- You must not share the Content across a network or service, on a CD or DVD or any media, on mobile devices, in peer-to-peer file sharing site or applications or in any other way that enables Content to be accessed by any third party
|
Infringe 123RF’s intellectual property rights |
- In connection with the Content/Licensed Work, You may not infringe or misappropriate the intellectual property rights (e.g., copyright, design right or trademark) of any party.
- You must not remove any copyright notice, watermark, author attributions, legal notices, proprietary designations or other intellectual property information in any Content.
- You must not use the Content in any logo or as part of any trademark.
- You must not falsely represent, expressly or impliedly, that the Licensee is the original creator of a work that is either a standalone pictorial, graphic, motion picture or other visual work that derives a substantial part of its artistic components from the Content.
|
Extract Content illegally |
- You must not use methods other than those provided by 123RF such as automated or programmatic means or methods to download Content from the Sites.
|
Use Content illegally or in a way that would bring 123RF into disrepute |
- You may not use the Content in any way that violates any law, regulation or statute in any applicable jurisdiction.
- The Content and Licensed Work may not be used in any way (by itself or with other content/context) that is pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, immoral, defamatory, intrusive of privacy or illegal; or in a manner which endorses violence or acts of terrorism, adult entertainment services or venues, tobacco products, medical products for treating health issues related to sex, mental condition or terminal illness, dating site or apps, is discriminatory towards race, gender, religion, faith or sexual orientation.
|
Use Content to derogate persons/property |
- You may not use the Content in connection with a subject that would be unflattering or unduly controversial to a reasonable person unless You accompany each use with a statement that clearly indicates that (i) the Content is being used for illustrative purposes only and (ii) any person depicted in the Content, if any, is a model.
- You may not imply that the creator of the Content endorses any political, immoral or offensive inclinations.
|
Resell Licensed Works |
- Licensed Works and/or Content may not be used as a part of a physical item or template that is to be resold.
|
-
TERMINATION
This Agreement is effective until it is terminated. You can terminate this Agreement by:
- deleting and destroying all the Content downloaded by You and in Your possession, and any Licensed Work(s), and copies/ accompanying materials thereof; and
- ceasing to use the Content for any purpose.
123RF can terminate this Agreement without notice to You if You fail to comply with any of the terms and conditions of this Agreement. Upon such termination, You must immediately carry out Sections 9(a) and (b) above with or without further notice by 123RF and confirm in writing to 123RF that the foregoing requirements have been completed.
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LICENSEE INDEMNITY
Notwithstanding anything to the contrary in this Agreement, You agree to fully defend, indemnify and hold 123RF and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with 123RF and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Content and the Sites or any breach or alleged breach of any representation, warranty, or other promise/obligation made by You in this Agreement.
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123RF INDEMNITY
Provided that You have not breached the terms of this Agreement, 123RF agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to 123RF's breach of the warranties and representations in this Agreement, arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging the possession, distribution, or use of unaltered Content downloaded from the Sites. This indemnification is on the condition that You give 123RF:
- no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to legal@123rf.com, Attention: General Counsel;
- full information, assistance and cooperation for the defense or settlement thereof; and
- 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.
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LIABILITY CAP
123RF's maximum aggregate obligation and liability to You for all claims (assessed collectively) under Section 11 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Content, whichever the lower ("Liability Cap").
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RATES
You shall be entitled to license the Content at the rates and/or the pricing as per check out. The rates and/or the pricing may be reviewed and amended by 123RF from time to time, in its sole discretion.
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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.
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GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement 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 this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre ("SIAC") administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these rules. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
- You acknowledge and agree that any breach of any covenant, representations and warranties contained in this Agreement would cause irreparable injury to 123RF such that damages and remedies under Singapore Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.
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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.
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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.
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ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between You and 123RF regarding its subject matter and supersedes any previous written or oral agreement between You and 123RF. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to give effect most closely to the parties' intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
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LANGUAGE
This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.
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ELECTRONIC AGREEMENT
You have agreed and reaffirm Your agreement to this Agreement electronically by downloading the Content.
目的声明
全球大多数司法管辖区的法律,都自动将专属的著作权及相关权利(定义如下)授予原始作品或数据库(本文件中都称为“作品”)的原始创作者及后续权利人(个别及统称为“权利人”)。
某些权利人愿意永久地放弃其著作权,以便将其贡献到创意、文化及科学作品的共享领域(“共享领域”)。在此共享领域中,公众能够安心地、无惧未来侵权主张地、并以最大可能的自由形式或为任何目的(包括但不限于商业目的)地以该作品为基础进行创作、修改、汇编、再利用或者再传播该作品。这些权利人之所以放弃著作权并将作品贡献于共享领域,可能是为了推动自由文化的理念或者未来的创意、文化及科学作品的创作,也可能是为了通过他人的使用和投入以赢得声誉和作品更广泛的传播。
声明将CC0适用于某一特定作品的人(“声明人”),为了上述或者其他的目的和动机,并未预期任何进一步的对价或补偿,在其作为本作品著作权或相关权利权利人的权利范围内,自愿选择将CC0适用于该作品上并公开地依据CC0的条款来传播该作品。声明人理解其对本作品的著作权和相关权利,以及CC0对该权利将产生的意义和法律影响。
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著作权及相关权利。.
CC0项下的作品可能受到著作权或者相关权利的保护。著作权和相关权利包括但不限于下列权利:
- 复制、演绎、传播、表演、展示和翻译该作品的权利;
- 原始作者或者表演者所保留的著作人身权;
- 与该作品所描绘的人物形象有关的形象权或隐私权;
- 在以下第4条(a)款限制下,保护本作品免受不正当竞争的权利;
- 保护该作品中数据的摘录、传播、使用和再使用的权利;
- 数据库权利(例如欧洲议会及理事会在1996年3月11日通过的《欧共体数据库法律保护指令》(96/9/EC) (包括对该指令的任何修改或后续版本)所规定的权利,及任何国家在实施该指令过程中产生的权利); 以及
- 全球范围内基于相关法律或条约及任何国家对该法律或条约的实施所产生的相似的、相等同的或一致的权利。
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权利放弃。 在法律允许的最大范围内,并且在不违反任何相关法律的情况下, 声明人在此公开地、完全地、永久地、不可撤销地并且无条件地放弃和让渡其对本作品的所有著作权、相关权利及任何相关的已知或未知的(包括现存的和未来的)权利主张或诉讼请求(“权利放弃”)。该权利放弃 (i)适用于全球范围; (ii) 适用于相关法律及条约规定的最长存续期间(包括未来的延长期间); (iii) 适用于任何现存的或未来的媒介,及任意数量的复制件;并且 (iv) 使用者对该作品的使用可以是为任何目的,包括但不限于商业、广告和促销的目的。声明人放弃权利,是为了社会公众每一个成员的利益,且会损害其继承人的利益,声明人完全了解并希望该权利放弃不会被撤回、撤销、取消、终止,或者成为其他任何影响公众按照上述目的声明使用该作品的法律措施或适当措施适用的对象。
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转变为公众许可。 若因为任何原因,上述权利放弃的任何部分依据可适用法律被认定为无效或未生效,该权利放弃应当在考虑声明人上述目的声明的情况下在法律允许的范围内最大程度得以保留。此外,在这种情况下,声明人在此授予每一位受影响的使用者免费的、不可转让的、不可再许可的、非独占性的、不可撤销的及无条件的许可以行使声明人对该作品的著作权和相关权利(“许可”)。该许可 (i) 适用于全球范围; (ii) 适用于相关法律及条约规定的最长存续期间(包括未来的延长期间); (iii) 适用于任何现存的或未来的媒介,及任意数量的复制件;并且(iv) 使用者对该作品的使用可以是为任何目的,包括但不限于商业、广告和促销的目的。该许可应被视为自声明人将CC0适用于本作品之日起生效。若因为任何原因使该许可的任一部分在相关法律下被认定为无效或者未生效, 该部分不会使许可的其他部分无效。且在这种情况下,声明人声明他将不会与目的声明相悖而采取下述行动: (i) 行使其保留的任何与该作品有关的著作权和相关权利;或(ii) 提起任何与该作品相关的权利主张或诉讼请求。
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限制及免责条款。
- 本声明不涉及声明人所拥有的商标权或专利权,上述权利不会因本声明而被放弃、让渡、授权或者受到其它影响。
- 声明人按其现状提供本作品,并且,在可适用法律允许的最大范围内,不提供与本作品相关的任何声明或保证,无论明示、默示或是否为法律所规定,包括但不限于关于本作品权利之担保、可商业性、是否符合某特定目的、未侵害他人权利、不具有潜在或其它缺陷、准确性、或者存在或不存在任何不论能否被发现之错误。
- 声明人没有责任排除他人可能对本作品或者对本作品的任何使用所主张的权利,包括但不限于任何人对本作品享有的著作权及相关权利。声明人也没有责任为使用本作品获取所需的任何同意、许可或其他权利。
- 声明人理解并认可CREATIVE COMMONS并非本文件之当事人,对于CC0或本作品的使用也没有任何责任或义务。