Introduction

Dear Customer,

This document serves as our Standard and/or Exclusive Universal Multimedia Licensing Agreement between you the Customer, Licensee, or User of our Services, and Icons8 or our subsidiaries including but not limited to:

Using, downloading, or copying images or content from our website or that of our

subsidiaries constitutes your acceptance of these Licensing Terms as well as any

changes to this Agreement. Please revisit this Agreement prior to purchasing any future content licenses in order to be aware of changes.

Definitions

For purposes of this Licensing Agreement, the following terms and definitions apply:

  • Breach: A violation of this Agreement or any of our Company's Agreements or Policies.

  • CISG: U.N. Convention for the International Sale of Goods (C.I.S.G.) which provides for the use of arbitration in order to resolve international business disputes.

  • Dispute: Any dispute or disagreement regarding Licensing Agreement terms or their application.

  • DMCA: Digital Millennium Copyright Act: A U.S.A. copyright law which implements world WIPO treaties protecting copyrighted works.

  • Exclusive License: An Exclusive Arrangement with Illustrators (Icons8 and Ouch) when Icons8 purchases the rights to sell Illustrator content on Company website(s).

  • Free Account Holder: An individual User or Licensee accessing and using the Icons8 or subsidiary websites for personal use without having paid a licensing fee. This includes users who have not registered or logged in. Certain restrictions apply such as providing links and references for usage.

  • Governing Law: The laws, rules, and regulations governing the application and

    interpretation of this Licensing Agreement.

  • Intellectual Property: Any work, intangible work, creation, design, symbol, mark,

    trademark, logo, and/or image that is used in commerce including but not limited to: illustrations, icons, symbols, photographs, or music.

  • Licensed Material: Also "Content", "Licensed Content", or "Licensed Material",

    including but not limited to: icons; illustrations; graphics; photographs; and/or music.

    Method of license acquisition including but not limited to: subscription, single purchase, and/or time-based contract does not effect change on Licensed Material.

  • Licensee: User or purchaser of content license, any person, entity, or any authorized representative of the company, person, or third-party, that uses, downloads, or otherwise accesses Licensed Materials from our website or that of our subsidiaries; also "you" or "your".

  • Licensor: Icons8 or a duly authorized representative. Also "Company", "We", "Us", or "Our".

  • Mediation: Informal, third-party conflict resolution as opposed to going to court or

    using arbitration to resolve a disagreement.

  • Subsidiary: Subordinate company, entity, or website owned or controlled by Icons8.

  • User: Account holder, Free account holder, Licensee, purchaser of Licensed Content, or their authorized representative.

  • Universal Multimedia Licensing Agreement ("Agreement", or "License"): Agreement between Icons8 and the Licensee granting permission to use Licensed Materials and content with certain provisions or restrictions.

License Usage

a. A "License" or consent is issued based upon the number of individual users who have access to the Licensed Materials. A single License is issued to persons that are Free account holders, individuals, or companies in the event there is only one (1) person accessing and/or using Licensed Material. Note: It is strictly prohibited for more than (1) one User or Licensee to use or access a single account at any time.

b. The Licensee is required under terms of this Agreement to insert the icons or

multimedia into their own personal artwork, project, or software application.

c. If a Licensee or User shall have two or more persons using or accessing an Icons8

account or subsidiary account at any time, an "Enterprise" License is required. Please

contact Icons8 Customer Service at https://icons8.com/contact for additional

information on how to purchase multiple licenses or an "Enterprise" License.

d. The Licensee's use of any Licensed Material in a manner not permitted under terms of this Agreement constitutes copyright infringement, and Icons8 shall be entitled to exercise any and all rights or remedies in order to enforce these terms. The Licensee understands and agrees to be liable and responsible for any and all damages resulting from said infringement, including but not limited to legal and attorney fees.

e. The Licensee is responsible for any and all appropriate sales or uses tax imposed by any government authority or jurisdiction as a result of the License granted to the

Licensee by Icons8.

Image License

a. Icons8 and its' subsidiaries grant the User or Licensee a worldwide, non-exclusive,

non-transferable right to use; modify; or reproduce images; icons; photographs; and

illustrations subject to restrictions or limitations as provided within this Licensing

Agreement.

Free and paid account holders may provide the third parties with the final product

containing the Licensed Materials, if the third party agrees to the same terms and

conditions (this document) as the Licensee. It is the Licensee’s responsibility to

include a copy of the terms and conditions (this document) when providing third

parties with the final product. Licensees are obligated to make third parties aware of

the rules for crediting and distributing Licensed Materials stated in previous

paragraphs.

There is no restriction on personal or commercial use of any kind providing:

I. Free Account Holders

  • Free Account Holders must not make derivative copies of any icons or music

    accessed, used, or downloaded from our website; however, Free Account Holders

    may use Icons8 Desktop Tools (Photo Creator, Ouch Creator, Icon Effects, OMGIMG, Pichon, Lunacy) to modify or change illustrations or photographs.

  • Free Account Holders must provide two hyperlinks to Licensed Materials used or

    embedded in a website or social media site as generated by the Icons8 website (or subsidiary site). One link shall be to the Icons8 website, and a secondary link to the location of the downloaded work, icon, photograph, illustration, or music. To

    maintain Free Account Holder status usage must comply with terms of this Agreement.

II.Paid Users/Licensees

  • All paid Users and Licensees may make changes to photographs using our Photo

    Creator: https://photos.icons8.com/creator, including but not limited to derivative

    copies.

  • All paid Users and Licensees may make changes to or derivative copies of all

    Licensed Material found on the Icons8 website or subsidiary website including but

    not limited to: icons; illustrations; photographs; and music.

  • A User or Licensee may not resell or distribute Licensed Materials as stand-alone

    files (Example: Separate icon files in SVG format) without the express written

    consent of Icons8.

  • A User or Licensee is prohibited from exporting, distributing, or otherwise sharing our Licensed Content and Materials as stand-alone files (separating, reverse engineering, or making derivative copies of our Licensed Materials).

b. Images and Licensed Materials may be used in any manner without restriction as to

the number of copies, or personal or commercial usage provided such usage complies with provisions within this Agreement.

c. The Licensee acknowledges that Icons8 retains all rights, title, and interest in

copyrighted illustrations, icons, photographs, music, or other media created by Icons8

staff; employees; or agents. Independent artists that create icons; photographs;

music; or other Licensed Material for sale or distribution on the Icons8 website retain

full rights of ownership and interest in their original works as provided herein.

Exclusive Illustrator License

Illustrators creating licensed material and content for https://icons8.com/ouch understand and agree that they are engaging in an exclusive licensing arrangement with Icons8 and for illustrations and works created and uploaded to the Icons8 website for promotion or distribution. Our Company compensates illustrators for their work with a one-time royalty payment. After illustration purchase by our Company, the Illustrator acknowledges that:

  • They are not entitled to additional royalties;

  • Icons8 and its' subsidiaries own any rights, title, and interest in all illustrations uploaded by him/her to the Icons8.com websites.

Music License

I. Musicians. Musicians and artists grant Icons8 a worldwide, unlimited, transferable,

perpetual license and consent to use, display, play, market, advertise, or otherwise

promote their music and works for use by our Customers, Users, and Licensees, in

exchange for monthly royalty payments.

II. Licensees. Licensees and Users are granted a restricted license to use, change, or

modify any or all recorded works displayed or uploaded on our website with the

exception of Free Account Holders. Use of Licensed Material or Content is subject to

restrictions noted within this Agreement.

III.Commercial Use. Licensed Material or Content may not be: exported, shared,

downloaded or uploaded, or otherwise displayed specifically for commercial use

(example: As a Re-seller), nor shall works be distributed, shared, exported, up or

downloaded as a stand-alone file.

IV. Content ID. Due to administration costs, music marked with Content ID is not licensed for YouTube. However, users are welcome to negotiate the terms with the musicians directly.

V. Editing. Permitted uses for Free Account Holders: synchronization with an audio-visual or audio-only work (allowed variations: cutting, stretching, looping). Prohibited Uses for Free Account Holders: remixing, mashing up, adding lyrics.

Permitted License Usage

A Licensee may, subject to License usage, permission, and/or restrictions noted within

this Agreement, use, alter, crop, modify, adapt, or make derivative works of the Licensed Materials found on our website or subsidiary website.

Permitted License Usage includes:

  • Use of Licensed Material for the Internet or Intranet;

  • Use of Licensed Material for Desktop or Mobile Applications;

  • Using Licensed Material to create Web Templates for Sale;

  • Use of Licensed Material in WordPress themes for re-sale, provided the Content is not intended for redistribution or re-use of the Material. The number of Licensed Material items used in a WordPress theme can not exceed 200. All WordPress themes containing Licensed Material must include the following reference: https://icons8.com.

  • Using Licensed Material for Print Media (provided the Licensee is not sub-licensing or allowing redistribution or re-use of the Licensed Material);

  • Use of artwork or Licensed Material for re-sale, provided the Content is not intended for redistribution or re-use of the Material;

  • Use of Licensed Material for the purpose of creating a logo, trademark, or any other kind of visual representation (providing that the licensee is not officially registering it with a patent office).

Restrictions

This Universal Multimedia License carries the following prohibitions or restrictions.

The Licensee may not:

  • Sublicense, distribute, sell, assign, convey, or otherwise transfer this license nor any of the Licensee's rights, duties, or legal responsibilities under this Agreement;

  • Modify, alter, or change any of the Terms of this Universal Multimedia Licensing

    Agreement without the express written consent of Icons8 or its' authorized

    representatives;

  • Sell, resell, license, or distribute its' final product in a manner allowing others or third parties to extract or access Licensed Material as stand-alone files;

  • Distribute, export, post, upload, or download Licensed Material online in a

    the downloadable format or enable Licensed Material to be accessed; downloaded, or distributed in any manner that would be prohibited by this Agreement;

  • Use Licensed Material in any manner that infringes upon any third-party copyrights, trade names, trademarks, or service marks;

  • Use Licensed Material within a work product for the purpose of creating a final product wherein Licensed Materials are going to be used (i.e., graphic editors, rapid prototyping tools, and programming IDEs). This does not include WordPress themes;

  • Use Licensed Material for the purposes of training machine learning or artificial

    intelligence systems;

  • Use of Licensed Material for Broadcasts and Theatrical Productions or Exhibitions;

  • Officially register the Licensed Material or any part of it as their or their company's

    logo, trademark, or any other visual representation;

  • Ship, transport, export, or share Licensed Material with a third-party in any country or territory, or use Material in any manner prohibited by export administration legislation as well as any other export laws, regulations, or restrictions.

DMCA Policy

If a Licensee or User has committed a copyright violation, please notify Customer Service immediately at: copyright@icons8.com.

a. Claims. A copyright violation Claim (i.e., "Claim") must be in writing and sent to our

Company via email or the U.S. Postal Service. The Claim must contain the

Claimants' (i.e., Person Making a Claim) name, address, email address, contact

information, and proof of intellectual property ownership or rights to ownership. The

Claim must also:

  • Identify the property, work, or content that has allegedly been infringed;

  • Identify the location of the property, work, or content Claimant believes to have

    been allegedly infringed;

  • State the name or identity, as well as contact information of the person or

    persons(s) the Claimant, believes committed the alleged infringement;

  • Provide a signed statement under penalty of perjury, stating the Claimant did not

    give permission to the alleged violator to use copyrighted material;

  • If the Claimant is not the owner of original content, then he/she will also need to

    supply our Company with a signed statement verifying they are authorized to

    represent the original owner of the content, work, or property, and provide the original owner's contact information.

b. Investigation. Our Company will conduct an investigation when our Copyright Agent

receives the Claim. We will immediately take the following actions: (I) Freeze the

alleged violator's account; (II) Conduct an investigation; (III) Verify the Claim; (IV)

Notify the violator of the Claim; and (V) Send the Claimant a prompt response about

our investigation.

c. Warnings and False Claims. First-time copyright offenders will receive a written

warning, and their content will be deleted. Upon receiving a second complaint, the

offender's account will be terminated. If our Copyright Agent discovers the Claimant

filed a false claim, we will immediately release any disputed material back to the

original owner and unfreeze their account.

d. Responsibility. The Claimant also agrees to be personally and financially responsible for all costs or fees incurred as a result of filing a false claim, as well as the cost of the investigation, including but not limited to attorney's fees, legal fees, and expenses.

License Expiration

a. The term of this Universal Multimedia License begins immediately upon the Licensee's access, acceptance, download, upload, or purchase of any Licensed Material from the Icons8 or subsidiary website, and is valid for the term specified within the Licensee or User's particular licensing package agreed upon at purchase (i.e., "Licensing Period").

This License covers the following aspects of the Licensed Material:

  • New Features, fixes, and improvements to the software, media, and recorded

    content;

  • Licensed Material usage and restrictions;

  • New Licensed Material and Content;

  • Email Support.

b. After expiration and termination of this Universal Multimedia Licensing Agreement, the following features shall remain and be applicable to:

  • Licensed Materials created before expiration of the Agreement;

  • Licensee's use of our website (or subsidiary websites), desktop software, or

    multimedia content with the Licensed Materials created prior to expiration;

c. Upon expiration, this License and Agreement shall not apply to:

  • Newly purchased Licensed Materials;

  • Customer Support.

Licensee Warranty

The Licensee or User warrants and agrees to be responsible for all Licensed Materials

uploaded, downloaded, or otherwise transmitted between our website and the end User.

Under the terms of this Universal Multimedia Agreement, the Licensee shall not permit

the unauthorized display, access, distribution, use, or sharing of any Licensed Material or Content. The Licensee also agrees:

  • To Indemnify and hold Icons8 (and its' subsidiaries, owners, directors, employees, and agents) harmless from any and all: actions, proceedings, claims, unforeseen third-party claims, demands, costs (including without restriction any legal costs, fees or expenses), awards, and damages arising directly or indirectly from this Agreement, or as a result of any breach or non-performance of this Agreement by the Licensee.

  • Not to assign, transfer, or sublicense this Agreement, or permit the unauthorized use of Licensed Materials or any portion thereof for any purpose;

  • Not to assign or transfer its duties or obligations under this Agreement, nor to loan, rent, export, or transfer any unauthorized licensing rights or privileges to any other person or entity;

  • That Licensed Materials shall not infringe upon any third-party rights whatsoever, and any liability for the infringement of third-party rights including but not limited to damages and legal costs shall rest with the Licensee.

Licensor Warranty

a. Infringement. Pursuant to the terms of this Agreement and the purchased Universal

Multimedia License, Icons8 (and its' subsidiaries) warrant that the Licensed Material

will not infringe upon any copyrights or intellectual property rights of any third-party

provided the Licensee uses the Content pursuant to the terms of this Agreement.

b. "As Is". The User or Licensee understands and agrees that any and all Licensed

Material is provided "as is" without representation, warranty, or condition of any kind

either express or implied, including but not limited to implied warranties,

representations, or conditions of merchantability, or fitness for a particular purpose.

Icons8 (and its' subsidiaries) do not warrant or guarantee that the Licensed Content

will meet the Licensee or User's requirements or that their use will be uninterrupted or

error-free. The Licensee acknowledges and agrees to bear all risk for the use of the

Licensed Material and Content.

c. Defective Content. Should the uploaded, downloaded, or transmitted Licensed

Material or Content prove to be defective, the Licensee agrees to assume all risk and

cost for corrections. Our Company makes no representation or warranty respecting

Licensed Material that is downloaded in a flash format or file except as expressly

provided herein or within our agreements and policies (as it applies to ownership,

technical requirements, or legal compliance).

Intellectual Property

a. Rights. Licensed Material and all icons are owned by Icons8 which are protected by

U.S. and International Copyright Laws, rules, and regulations. No title or intellectual

property rights related to the Licensed Material are transferred or assigned to the

Licensee. The Licensor retains all rights, title, and interest not expressly granted by

this License Agreement.

b. Trademarks. Some of the Licensed Material may contain copyrighted content such as trademarks and/or movie characters. These icons shall be used in accordance with

accepted trademark practice, as well as a professional standard of care. Users or

Licensees may be required to identify a trademark owner's name, under the

provisions of this Agreement. Trademarks may only be used to identify printed or

electronic material produced by the icons. You understand and agree that use of any

trademark or service mark does not give you any rights of ownership in that

trademark. Except as otherwise provided herein, this License Agreement does not

grant the User or Licensee any intellectual property rights, nor rights to royalties to

Licensed Materials.

Limited Liability

a. Liability. At no time shall any of our companies, owners, directors, officers, employees, representatives, affiliates, or content providers; be liable for any incidental, indirect, punitive, exemplary, or consequential damages (including but not limited to loss of profits, interruption, loss of business information or any other pecuniary loss) in connection with any claim, loss, damage, or other proceeding arising under the terms of this Agreement, including without limitation your use of, reliance upon, access to, or exploitation of the Licensed Content, or any part thereof, or any rights granted to the Licensee or User as provided herein, even if our Company had been advised of the possibility of such damages, whether the action is based upon contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of the Claimant more than one (1) year after the cause of action first arose. Our companies, owners, directors, employees, affiliates, and/or representatives shall not be liable at any time for damages, costs, or losses arising as a result of modifications made to the Licensed Material or Content.

b. Limitation of Liability. Notwithstanding any other terms under this Agreement, the

total maximum aggregate liability under this Agreement and any other agreement

where our Company has licensed the same Material or Content, regardless of file

size, or the Licensee/User's exploitation of any or all Licensed Content in any manner,

our aggregate liability shall be limited to Ten ($10.00) U.S. Dollars per event. Some

jurisdictions do not allow the limitation or exclusion of liability for incidental or

consequential damages; therefore, the limitations noted herein may not apply to you

specifically.

Force Majeure

All parties to this Agreement acknowledge and agree that neither shall be responsible for any delay or failure to perform under these terms in the event any delay or failure is caused by fire, flood, strike, labor unrest, riot, embargo, act of civil or military authority, accident, acts of God, vandalism, or other event beyond its’ control. Notice of any Force Majeure Event shall be given to the non-affected party as soon as possible after its occurrence. The affected party(ies) shall resume their duties and responsibilities as soon as it is practical.

Termination And Breach Of Agreement

Violations of any terms contained within this Universal Multimedia Agreement shall be

considered a "breach" or infraction. In the event of breach, the Licensor shall provide the Licensee with written notice of the infraction. Upon receipt of notice, the Licensee shall have seven (7) days to cure the infraction or violation. If the Licensee fails to timely cure the breach, then this Agreement is deemed to have been automatically terminated without any further notice to the Licensee. The Licensee agrees to be financially and personally responsible for such breach including but not limited to: damages, fees, or balances on account.

Disputes

a. Mediation. In the event of a dispute regarding this Agreement, it's terms or their

interpretation, it is agreed that the Licensor, Licensee, or User, will attempt to resolve

the dispute in a professional manner. If the parties are unable to resolve the dispute

personally, then they both agree to use the services of a Private Mediator in

Delaware, U.S.A. The parties agree to share the cost and choice of a Mediator.

b. Notice of Intent. The Disputing Party shall send the Non-Disputing party a thirty (30)

day written "Notice of Intent" stating the basis for the intent to Mediate prior to

actually filing a Claim. Service shall be completed by delivery of the Notice to the

Non-Disputing Party's last known address.

c. Procedure. The Mediation Hearing shall be conducted via Mediation or Arbitration

Rules as adopted by the American Bar Association.

d. Award. The prevailing party shall be entitled to reimbursement of any costs and fees, including but not limited to attorney’s fees. This Mediation provision shall survive

cancellation or termination of this Agreement.

Governing Law

This Agreement shall be governed by the laws and statutes of the State of Delaware,

United States of America, excluding the application of conflict of law provisions. This

Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.), the application of which is expressly excluded.

General Provisions

If any part of this Agreement is found by a court of competent jurisdiction or mediator to be void and unenforceable, the void or unenforceable provision shall not affect the

validity or interpretation of the balance of the Agreement, which shall remain valid and

enforceable according to its terms.

Contact

If you have questions or comments regarding this Universal Multimedia Licensing

Agreement, please contact us at:

https://icons8.com/contact

support@icons8.com

Tel: + 1 929-445-2737

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