Agreement and Terms of Use for 123RF.com's Application Programming Interface—Valued-added Resellers (“Agreement”), Commercial API Use

This Agreement details the terms of use as well as conditions for which you, the “Value-added Reseller” will use the 123RF.com Application Programming Interface ( the "123RF.com API" or the "API") and forms a binding agreement between you and 123RF Limited, located at Unit 1010, 10/F, Miramar Tower, 132 Nathan Road, Tsim Sha Tsui, Hong Kong ( "123RF"). By applying for and using the 123RF.com APIs, you expressly agree to the terms as stated in this Agreement. 123RF reserves the right to unilaterally update and change these terms from time to time without notice. If there are significant clauses which could materially and substantially affect existing operations, 123RF will make reasonable efforts to issue a notice of such updates or changes. Throughout the term of this Agreement, you agree to consistently and regularly refer to and, abide by the most recent version of these terms available here: http://www.123rf.com/api/tos.php

Your license to the 123RF.com APIs under these terms continues until it is terminated by either party pursuant to this Agreement. You may terminate the license by discontinuing use of all or any of the 123RF.com APIs or by written notice to us in the case of commercial API implementations provided that you will remain liable for any damage or loss arising from your breach or non-performance of this Agreement prior to termination. 123RF.com may terminate your access to the API at any time for any reason. Your rights to use the 123RF.com APIs will be automatically terminated if:

  1. you violate any of these terms,
  2. 123RF.com sends a written notice of termination to you, or
  3. 123RF.com disables access to the 123RF.com APIs by disabling your API keys.

Any inactive accounts (defined as no movement of credits for a period of one year) will result in this Agreement being automatically terminated.. Credits shall not be returned to you unless a notice to re-activate the account is sent to 123RF prior to the end of 12th month of inactivity.

1. Licensed Uses and Restrictions.

The 123RF.com APIs are wholly owned by 123RF Limited and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These terms define the legal use of the 123RF.com APIs, all updates, revisions, substitutions, and any copies of the 123RF.com APIs made by or for you. Images, artwork and photographs on 123RF.com are owned by the 123RF.com Contributors (comprising photographers, videographers, sound artists and illustrators) and are not necessarily owned by 123RF.com. All rights not expressly granted to you are reserved by 123RF.com and the members of its Contributor community.

You shall:

  1. At all times comply with the 123RF.com Terms of Use (http://www.123rf.com/terms.php) (the “Terms of Use”)
  2. Your developed application shall at all times, feature and show the watermark containing the Contributor’s name as set by 123RF.com prominently. You shall not make any attempts to remove this watermark.
  3. If your application(s) uses 123RF.com's Authentication APIs, you shall insert a standard header (that we will provide) into the applications that you build which accesses 123RF.com's API. It is important that you provide your users a clear and easy way to return to 123RF.com if they wish to do so.
  4. Disclose in your application through a privacy policy or otherwise displayed in the footer of each page, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
  5. Comply to End User License Agreement (“EULA”) in relation to the usage of all images of 123RF.com. If your clients whom you are selling the products to (using integrated API provided by 123RF) are the End Users, you need to inform 123RF in advance about such 'licensing on behalf' practice. In such case, you would need to make all effort to ensure the End Users comply with our EULA, regardless whether the End Users are receiving the raw image files supplied by 123RF. Such 'purchasing on behalf' practice however does not mean transferring all licensing responsibilities to your clients, as you will not be indemnified on all violations made by your End Users or by yourself indirectly or directly, and you agree that 123RF.com will be fully entitled to hold you and the End Users jointly and severally liable for any non-compliance or violations by the End Users (or the Value-Added Reseller) of the EULA.
  6. The EULA's can be found here: http://www.123rf.com/license.php?type=standard
  7. At all times, you warrant that the right license will be acquired and complied according to the usage of the images.

You shall not:

  1. Use 123RF.com APIs for any application that attempts to replicate or replace the user experience of 123RF.com.
  2. Attempt to cloak or conceal your identity or your application's identity when requesting authorization to use 123RF.com APIs.
  3. Display more than 40 123RF.com user photos per page in your application or use an unreasonable amount of bandwidth.
  4. Cache or store any 123RF.com user photos.
  5. Use 123RF.com APIs for any application that constitutes, promotes or is used in as a part of any trojans, spyware, adware, keylogging and other malicious programs or code.
  6. Use 123RF.com APIs in any manner or for any purpose that violates any law or regulation, any right of any person or entity, including but not limited to intellectual property rights, rights of privacy, and/or rights of personality.
  7. Use 123RF.com APIs in a manner that adversely impacts the stability of 123RF.com servers or adversely impacts the behavior of other applications using the 123RF.com APIs.
  8. Sell, lease, or sublicense 123RF.com APIs or access thereto or derive revenues from the use or provision of 123RF.com APIs, whether for direct commercial or monetary gain or otherwise, except as set forth below.

2. Commercial Use

Rules and Restrictions

  1. If the primary purpose of your application is to derive revenue directly or indirectly, it is considered a commercial application. 123RF.com reserves the right to make these evaluations at the time that you apply for the license. 123RF.com may also monitor your site or application over time to ensure continued compliance with the appropriate type of API key.

    With a Commercial API key you may:
    • Provide a paid for service to your customers and make 123RF's Royalty Free images a part of your service offering or part of the product itself. Examples include without limitation the following:
    • Printing – wall papers, businesses, name cards, postcards, posters, off set printing etc.
    • Templates - as part of your web design elements, whereby the existing images that are bundled with the templates are not sufficient
    • Web hosting - to be made as product that can be incorporated into blogs, forums and web site design through integration of the web hosting control panel itself
    • Image research facility - you provide image research service for your customers which pulls data from different locations
    • Element of monetary gain - anything that you receive compensation for in return for the access that the 123RF APIs are providing can be considered to be a commercial application.
    • Users are charged a fee for your product or service which includes some sort of integration using the 123RF.com APIs.
    • You sell or provide services to 123RF.com Contributors and use the APIs to fulfill your service to these Contributors.
    • Your site is a "destination" site that uses 123RF.com photos to drive traffic and generate ad revenue.

 2. Under this Agreement, you MAY NOT use the API for:

  • the purpose of re-selling stock images directly. The images must be bundled up with the services you intend to offer described above. The images cannot be sold as a standalone product. This Agreement does not grant you the license to become a stock photo reseller, but a value-added reseller.
  • redistribution to a third party reseller. This Agreement does not grant you the re-distribution license to provide images to another value-added reseller nor a stock photo reseller.

Specific Terms of Commercial API use

Value-added Resellers are not permitted to display images as standalone products. The restrictions include but are not limited to displaying image prices on the website and allowing purchases without bundling with the Value-Added Resellers’ respective core products or services.

All image watermarks and comps provided through 123RF.com's API are for visual presentation purpose only. By displaying or downloading these comps, users are not entitled to any licenses.  All digital assets downloaded will be deemed as licenses and will be immediately charged to the Value-added Reseller by depleting the prepayment of credits from Value-added Reseller's account.

No free re-downloads are permitted, as each re-download is deemed as an additional license.

Downloads will be disabled once Value-added Reseller's account reaches 0 credit. 123RF.com shall, at its reasonable effort, send an automated notice if the Value-added Reseller's account balance falls to a low level. 123RF.com however does not attach the responsibilities of reminding Value-added Reseller's low balance status.

You are not permitted to cache all digital assets for re-licensing to your end users. All re-licensing needs to be done through API calls individually in order for the licenses to be valid.

Refunds are permitted if resulted by image corruption or any other technical issues. Other valid reasons of refunds outside technical reasons, e.g. wrong order, change of design ideas, need to be accompanied with a completed Refund Form before refunds can be considered by 123RF.com and if determined to be valid, processed.

Application for a Commercial API Key

If your application falls under a commercial application, you are required to apply for a “Commercial API Key”. You are required to use the following form to begin your application:

http://www.123rf.com/api/key/apply.php

You are required to supply as much information as you can regarding the implementation of the 123RF.com Commercial API in your application.

Do provide as much information as you can if you are applying for the 123RF.com Commercial API Key. Lack of specificity or supporting information could result in your application being declined. When in doubt, always include more details about your application in order for 123RF.com to form a complete and accurate assessment.

Please note that we may exercise our discretion to grant your request for a Commercial API Key subject to your pre-payment of fees, such as to help cover infrastructure costs.

You may not use 123RF API for any scope outside the scope stated under this Agreement.

3. Attribution

You shall not use the "123RF" trademark in naming your site or your application or do anything that suggests to the users that 123RF is directly involved in the development, marketing and direction of your site. However, you shall clearly indicate the source of 123RF.com as the legal source of the images, preferably on each image detail page.

You will also make every effort to place the following notice, "Powered by 123RF", in the footer section of all your pages that utilize the API. For Non-commercial API key users, this notice shall be linked to http://www.123rf.com/src_your123RFuserID

You will also receive an authentication link uniquely generated to you by 123RF.com under the name of 'assetsdelivery.com' to certify that you have obtained value-added reselling rights from 123RF.com legally.

You may not use the 123RF.com logo without specific written permission from 123RF Limited. If permission is granted, you must ensure that any use of the 123RF.com logo in your application shall be less prominent than the logo or mark that primarily describes the application.

Your use of the 123RF.com logo shall not imply any endorsement by 123RF.com. You shall make this clear in your site's term of use, privacy and other documentation.

4. Ownership and Relationship of Parties.

The 123RF.com APIs are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.

123RF.com's rights apply to the 123RF.com APIs and all output and executables of the 123RF.com APIs.

This excludes any software components developed by you which do not themselves incorporate the 123RF.com APIs or utilize any output from the 123RF.com APIs.

By using the API, you agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. 123RF.com owns all rights, title, and interest in and to the 123RF.com APIs both commercial and non-commercial.

These terms grant you no right, title, or interest in any intellectual property owned or licensed by 123RF.com and its Contributors, including (but not limited to) the 123RF.com APIs and 123RF.com trademarks.

5. Support.

123RF.com may elect to provide you with support or modifications for the 123RF.com APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you.

123RF.com provides the use of the 123RF.com APIs on an "AS IS" basis without any warranties or guarantees on the merchantability of the resulting product.

123RF.com may also impose limits on certain features and services or restrict your access to parts or all of the 123RF.com APIs or the 123RF.com Web site without notice or liability.

If you have elected to use 123RF.com's commercial API keys, and require technical support in developing a new site, 123RF.com reserves the right to charge for the integration.

123RF.com will not be involved with any non-commercial use of its API keys.

123RF.com's scope of technical advice includes providing technical support on troubleshooting. 123RF does not provide systems engineering advice to the Value Added Reseller's own systems structure.

Prior to your website going live with 123RF's API, you will need to have an audit from 123RF, which in return 123RF provides you an authentication page upon such successful audit. 123RF however has the right to terminate this Agreement even after the audit if you have done any material changes to the mechanisms of the API which have altered the terms of the Agreement.

6. Fees and Payments.

123RF.com is committed to free and open access to our APIs for commercial and non-commercial purposes. However, in doing so, the APIs does bear bandwidth and hardware costs on 123RF.com.

For uses of 123RF.com API over a certain limit for certain commercial applications, 123RF.com reserves the right to charge fees for future use or to provide continued access to the 123RF.com APIs.

7. Disclaimer of Any Warranty.

Some of the 123RF.com APIs may be experimental and not tested in any manner. 123RF.com does not represent or warrant that any 123RF.com APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid. The 123RF.com APIs are provided "as is" with no warranty, express or implied, of any kind and 123RF.com expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability and fitness for a particular purpose. Your use of 123RF.com APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any 123RF.com APIs including, but not limited to, any damage to your computer system or loss of data.

8. Limitation of Liability.

123RF, its employees, directors, and officers, or anyone else associated with 123RF shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the 123RF.com APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other monetary loss, whether or not 123RF has been advised of the possibility of such damages. Under no circumstances shall 123RF be liable to you for any amount.

9. Indemnity.

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify 123RF.com and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of 123RF.com APIs, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and legal fees.

10. General Terms.

Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Agreement and the Terms of Use, you and 123RF.com shall act independently and not as a partner, joint venture or agent. You shall not have any authority to assume or create any obligation for or on behalf of 123RF.com, express or implied, and you shall not attempt to bind 123RF.com to any contract.

Location of Lawsuit and Choice of Law. This Agreement and the Terms of Use and the relationship between you and 123RF.com shall be governed by according to international treaty provisions and other applicable laws.

No Waiver of Rights by 123RF.com. 123RF.com's failure to exercise or enforce any right or provision of this Agreement or the Terms of Use shall not constitute a waiver of such right or provision.

11. Miscellaneous.

The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement or the Terms of Use. Any construction or interpretation to be made of this Agreement or the Terms of Use shall not be construed against the drafter. This Agreement and the Terms of Use was originally composed in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of conflict between the English version and another language version, the English version takes precedence.