Introduction
Dear Customer,
This document serves as our Standard Universal Multimedia Licensing Agreement between you - the Customer, Licensee, or User of our Services, and Icons8 or our subsidiaries, including but not limited to:
"Icons8" https://icons8.com
"Icons8 Icons" http://icons8.com/icons
"Moose" (Photographs) https://icons8.com/photos
"Ouch" (Illustrations) https://icons8.com/illustrations
"Fugue" (Music) https://icons8.com/music
"Mega Creator" https://icons8.com/mega-creator
"Smart Upscaler" https://icons8.com/upscaler
"Background Remover" https://icons8.com/bgremover
"Face Swapper" https://icons8.com/swapper
"Lunacy" https://icons8.com/lunacy
"Illustration Generator" https://icons8.com/illustration-generator
Using, downloading, accessing, or copying 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 before purchasing any future Content Licenses to be aware of modifications.
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 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 that implements world WIPO treaties protecting copyrighted works.
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, such as providing links and references for usage, apply.
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; AI-generated images 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 Licensed Material, any person, entity, or any authorized representative of the company, person, or third party that uses, downloads, or otherwise accesses Licensed Content from our website or that of our subsidiaries; also "you" or "your."
Licensor: Icons8 LLC, its subsidiaries, accounts, products, websites, services, applications, or duly authorized representatives. Also, "Icons8," "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, software application, or website owned or controlled by Icons8.
Universal Multimedia Licensing Agreement ("Agreement," or "License" ): Agreement between Icons8 and the Licensee granting permission to use Licensed Material and Content with certain provisions and restrictions as stated herein.
User: Account holder, Free account holder, Licensee, the purchaser of Licensed Content, or their authorized representative.
User Content: Any content, information, or material that is submitted, uploaded, posted, or transmitted by User through a website, application, or other digital platform to Licensor. This can include text, images, videos, audio recordings, and other types of media.
License Usage and Account
a. Account Access. A "License" or consent is issued based on 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 if there is only one (1) person accessing and/or using Licensed Material. Note: It is strictly prohibited for more than one (1) User or Licensee to use or access a single account at any time. NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS, OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.
b. Team License. If a Licensee or User shall have two or more persons using or accessing an Icons8 or subsidiary account at any time, a Team License is required. Please contact Icons8 Support Team at https://icons8.com/contact to purchase multiple licenses or Team License.
c. Infringement. The Licensee's use of any Licensed Material in a manner not permitted under the terms of this Agreement constitutes copyright infringement, and Icons8 shall be entitled to exercise any and all rights or remedies to enforce these terms. The Licensee understands and agrees to be liable and responsible for any and all damages resulting from the said infringement, including but not limited to legal and attorney fees.
d. Distribution. The Licensee may not sell or otherwise distribute the final product made solely or majorly of Licensed Materials without the written consent of Icons8. Please contact Icons8 at https://icons8.com/contact for information if you would like to sell or distribute our products.
f. Tax Responsibility. 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.
General Terms
a. Icons8 grants the User or Licensee a perpetual, worldwide, non-exclusive, revocable, non-transferable rights to use Licensed Material and reasonably modify while maintaining the integrity of Content; All Licensed Materials are subject to provisions, restrictions, and limitations as provided within this License Agreement.
b. Free and paid account holders may provide third parties with the final product containing the Licensed Material if the third party expressly agrees with the terms and conditions of this Agreement. The Licensee is responsible for including a copy of this Agreement when providing third parties with the final product. Licensees must inform third parties about the rules for crediting and distributing Licensed Material specified below.
I. Free Account Holders:
Must embed on their website or social media (wherever Licensed Material is used) at least one visible and clickable link to the website of Icons8, its subsidiaries, or their localized versions. To maintain Free Account Holder status, the User must comply with the terms of this Agreement at all times. An example of such a link: Icons by Icons8.
Must not make derivative copies of any Licensed Materials accessed, used, or downloaded from our website. However, Free Account Holders may use Icons8 Desktop and web tools (such as Mega Creator, Iconizer, OMGIMG, Pichon, Lunacy) to modify Licensed Material;
II. Paid Users/Licensees:
All paid Users and Licensees may make reasonable changes to or derivative copies of all Licensed Material found on the Icons8 websites or subsidiary websites, including but not limited to: icons, illustrations, photographs, and music;
c. The Licensee acknowledges that Icons8 retains all rights, titles, and interests in copyrighted icons, illustrations, 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 ownership rights and interest in their original works as provided herein.
Music License
I. Licensees. Licensees and Users, except Free Account Holders, are granted a limited license to use, change, or modify any recorded works displayed or uploaded on our website. Use of Licensed Material or Content is subject to restrictions noted within this Agreement.
II. Free Account Holders. 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.
III. Commercial Use. Licensed Material or Content may not be exported, shared, downloaded, uploaded, or otherwise displayed specifically for commercial use (i.e., for reselling), nor shall works be distributed, shared, exported, uploaded, or downloaded as stand-alone files.
IV. Content ID. Music marked with the Content ID tag is not licensed for YouTube. Users are welcome to contact Icons8 or reach music authors directly to discuss licensing for YouTube.
V. P.R.O. Music marked with the P.R.O. tag is registered with Performing Rights Organizations (PRO) and is not licensed for playing in public, including but not limited to TV, radio, and public spaces. The performance rights are not included with the Icons8 license. Users can contact Icons8 or negotiate the terms directly with the music authors.
Permitted License Usage
Licensee may, subject to License usage, permission, and/or restrictions noted within this Agreement, use, alter, crop, reasonably modify, adapt, or make derivative works of the Licensed Materials found on Icons8 or subsidiary websites. This License allows the Licensee to use the Materials for commercial purposes in one project.
Permitted License Usage of Licensed Material includes:
In the interface design of software applications and websites;
In the design of presentations and reports;
In online advertising via native channels such as social media posts, stories, e-cards, blog publications, emails, and video-hosting platform accounts (limitations for impressions listed herein will apply) ;
Printed in physical form as an ancillary part of the design in products such as: packaging, labeling, letterheads, business cards, CD and DVD cover art, or in the advertising and copy of material media, including magazines, newspapers, and books, provided no Image is reproduced more than one thousand (1,000) times in the aggregate. The use of Licensed Material in material media shall be accompanied by a credit to Icons8;
Editorial use in a single context (i.e., a news story, blog post, publication page) a single time. The use of Licensed Material in connection with news reporting, commentary, publishing, or any other "editorial" context shall be accompanied by an adjacent credit to Icons8;
In peer-review, scientific, and academic journals. Credit to Icons8 as a source is required in accordance with the journal's editorial policy;
In social media posts and stories, if the number of impressions is less than one million (1,000,000);
In production for video-hosting platforms (i.e., YouTube, Vimeo, TikTok) if the number of impressions is less than one million (1,000,000);
In podcasts and talk shows distributed on dedicated platforms, if the number of impressions is less than one million (1,000,000);
In indie-film productions without theatrical, video-on-demand, broadcasting, or streaming release;
In independent game development projects, if less than one thousand (1,000) copies are sold.
For personal or non-commercial use (restrictions and prohibitions listed herein will apply).
Prohibited License Usage
The Licensor prohibits the use of Licensed Material in the following cases (immediate revocation will apply):
To sublicense, distribute, sell, assign, convey, nor otherwise transfer this License as well as any of the Licensee's rights, duties, nor legal responsibilities under this Agreement;
To sell, resell, license, sublicense, share, distribute its final product in any manner allowing any third parties to extract nor access Licensed Materials as stand-alone files;
To distribute, export, post, upload, download Licensed Material online in the downloadable format nor enable Licensed Material to be accessed, downloaded, nor distributed in any manner that would be prohibited by this Agreement;
To use Licensed Material in any manner that infringes upon any third-party copyrights, trade names, trademarks, service marks;
To use for training machine learning nor artificial intelligence systems;
To reverse engineer, parse, stockpile, download beyond reasonable impliaction nor make competitive products;
In non-fungible tokens (NFTs);
To disrupt, deceit, harm, use against Icons8, its subsidiaries, employees, authors, models, users, partners, providers;
To officially register Licensed Material nor any part of it as theirs or their company's logo, trademark, nor any other visual representation;
To falsely represent, expressly nor by way of reasonable implication, that any Licensed Material or an end use that is made up mainly of Licensed Material was created by you or a person other than the copyright holder(s) of that Licensed Material;
In criminal, illegal, nor other unlawful manner; nor in violation of any applicable regulations or industry codes;
In pornographic content, "adult videos," "adult entertainment," escort services;
For defamation, deception, promotion of violence nor hatred towards a definite nor indefinite group of people nor an individual person;
In gambling, betting, and lottery services, applications, nor events;
In a political context, such as the promotion, advertisement, or endorsement of any party, candidate, elected official, in connection with any political policy nor viewpoint;
To ship, transport, export, share Licensed Material with a third party in any country or territory; use Material in any manner prohibited by export administration legislation and any other export laws, regulations, or restrictions.
License Usage Limitations
The Licensee may use the Licensed Material only with expressed written consent of Icons8 in the following circumstances (additional license fees may apply):
As a major, indispensable, or sole element of a final product;
In web templates and UI kits;
In fast-moving consumer goods;
In merchandise goods;
In the design of commercial packaging, if more than one thousand (1,000) copies are produced;
To create a logo, trademark, or any other kind of visual representation, providing that the Licensee is not officially registering it with a patent office;
In skins, wraps, decals, or other distributable digital merchandise;
In paid advertisement campaigns;
In any on-demand services;
In broadcasts, live streaming, public announcements, concerts, event venues, or exhibitions;
In professional theatrical, television, and film productions.
To use Licensed Material within a work product to create a final product wherein Licensed Material will be used (i.e., graphic editors, rapid prototyping tools, and programming IDEs).
For more information, please contact Icons8 at https://icons8.com/contact.
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 Claimant's (i.e., the 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 the 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 the original content, then they 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 websites, 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 and chat Support.
b. After expiration or termination of this Universal Multimedia Licensing Agreement, the following features shall remain and be applicable to:
Licensed Materials created before the expiration of the Agreement;
Licensee's use of our website (or subsidiary websites), application software, or multimedia content with the Licensed Materials created before 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 websites 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, accounts, owners, directors, employees, accounts, 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.
The Licensee or User is fully responsible for any User Content and its subsequent use. This means that the Licensee is accountable for ensuring that all User Content complies with legal requirements and does not infringe on any third-party rights. The Licensee or User must also ensure that the User Content is appropriate for the platform or website and does not violate any community guidelines or terms of service. Additionally, the Licensee our User must obtain all necessary permissions and licenses for the use of user provided content, including the right to reproduce, distribute, and display the content. Any misuse or unauthorized use of user provided content is the sole responsibility of the Licensor and may result in legal consequences. Therefore, the Licensee or User agrees to indemnify and hold harmless the Licensor from any claims, damages, or liabilities arising from the use User Content. The Licensor reserves the right to remove any User Conent that violates these terms and conditions without prior notice.
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. Product Changes. Icons8 reserves the right to modify or update its products, services, or Licensed Material at any time without prior notice. Icons8 makes no warranty, express or implied, regarding the suitability, merchantability, or fitness of any particular version of its products or services for specific purposes. The Licensee or User assumes all risks related to the use of any updated or modified version of the Licensed Material.
d. 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 except as expressly provided herein or within our agreements and policies (as it applies to ownership, technical requirements, or legal compliance).
e. User Content. The Licensor does not assume any responsibility for the User Content. The Licensor does not grant any copyrights or title for Materials based on the User Content. The Licensor does not endorse, guarantee, or warrant the accuracy, reliability, or quality of any User Content.
Intellectual Property
a. Rights. Licensed Materials are owned or rightfully put on sale by Icons8 and 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, titles, and interests not expressly granted by this License Agreement.
b. Trademarks. Some Licensed Materials may contain copyrighted content, such as trademarks and/or fictional characters. These icons shall be used in accordance with accepted trademark practice, as well as a professional standard of care. You understand and agree that the 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 occurred. 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 the amount paid for the use of the license. 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, an act of civil or military authority, accident, acts of God, vandalism, or other events 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 of this Universal Multimedia Agreement shall be considered a "breach" or infraction. In case of a breach, the Licensor shall provide the Licensee with written notice of the infraction. Upon receipt of the notice, the Licensee shall have seven (7) days to cure the infraction or violation. If the Licensee fails to remedy the breach timely, 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 the account.
Disputes
a. Mediation. In the event of a dispute regarding this Agreement, its 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 filing a Claim. Service shall be completed by the 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 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.
Refund Policy
Icons8 does not issue refunds except when required by law. All fees are non-refundable, including the cases when a subscription is terminated before its expiration or a trial period has not been canceled timely. By purchasing a subscription, you grant Icons8 the authority to charge you for all subscription fees throughout the agreed-upon term. Residents of the European Union who cancel their subscriptions within fourteen (14) days of the purchase, and have not downloaded or licensed any Licensed Material are entitled to refunds of such purchase payments. If Licensee is eligible for a refund, Icons8 will process the refund using Licensee’s original payment method.
Disclaimer
You expressly agree that any feedback provided to you by Icons8, its subsidiaries, or representatives regarding any questions you may have about this Agreement or your use of Licensed Materials hereunder is solely for the purpose of interpreting this Agreement and is not legal advice. Icons8 cannot render legal advice to you and expressly disclaims any liability related to any feedback provided by Icons8 or its subsidiaries and representatives.
Contacts
If you have questions or comments regarding this Universal Multimedia Licensing
Agreement, please contact us at https://icons8.com/contact
or at finance@icons8.com
Tel: + 1 929-445-2737