Standard License Agreement for Icons8

Version 1.3.1

Introductory
Dear Customer,
This is a legal agreement between Icons8 and purchasers/users of our services,
including but not limited to icons and illustrations. Your use, download, or copying of
an icon, symbol, or any part thereof from our website, constitutes your acceptance of
the terms of this Agreement.

Definitions
For purposes of this License Agreement (i.e. agreement), company, designer,
licensor, we, us, or our shall be synonymous with Icons8; and You, your or
licensee shall be synonymous with the customer or users of our services. Icons,
illustrations, or graphics to which this agreement pertains in relation to services
provided by Icons8 shall be synonymous with licensed materials, or licensed
content.

License
For valuable consideration, licensor grants to the licensee, a non-transferable, nonsublicenseable, and non-exclusive, worldwide license to use the licensed materials for
Permitted Uses, as provided herein. All other rights in and to the licensed materials,
including without restriction, copyright and other intellectual property rights relating to
the Icons, are retained by the licensor, as the case may be.

Permitted Uses
Licensee may, subject to the Restrictions on Use stated herein, use, alter, crop, modify,
or adapt the Licensed Materials in connection with the following permitted uses:

Internet and intranet

Desktop and mobile applications

Web templates for sale

Print media (provided that the licensee is not sublicensing, or allowing

redistribution or re-use of the Icons), including but not limited to: advertising and
promotional materials, editorial publications, and consumer merchandise

Broadcasts and theatrical exhibitions

Artworks intended for resale, provided these products are not intended to allow
the re-distribution or re-use of the Licensed Materials

Prohibited Uses
Except as provided herein, Licensee may not:

Sublicense, sell, distribute, assign, convey, or otherwise transfer this license, nor any
of licensees rights, duties, or obligations under this Agreement;

Modify, alter, or change any of the terms of this Agreement without our Companys
prior written consent;

Sell, license, or distribute its final product in such a manner that allows others to
extract or access the Licensed Content as stand-alone files;

Distribute, post, or upload the Icons online in a downloadable format or enablethe

Licensed Material to be accessed, downloaded, or distributed in any manner
whatsoever;

Use of the Licensed Material in any way that infringes upon any copyright, trade
name, trademark, or service mark;

Use of the Licensed Material within a work product for the purpose of creating a
final product in which the Licensed Materials are going to be used (such as graphic
editors, rapid prototyping tools and programming IDEs).

Ship, transport or export the Licensed Material into any country, or use the Material
in any manner prohibited by export administration legislation or any other export
laws, restrictions or regulations.

License Usage
A license is issued based upon the number of individual users who will have access to
the Licensed Materials. For purposes of this agreement, Licensed Materials may be
downloaded unlimited times by the Licensee, on up to three electronic devices, and
Licensee may save only one backup copy of each Icon.
The Licensee is required under the terms of this Agreement to insert the icons into their
own personal artwork, or software application. If the Licensee requires distribution of
the icons to coworkers or team-members in a raw form (such as PNG, SVG, EPS, or PDF
formats), then a separate license may be purchased per user. Please contact customer
service at: https://icons8.com/contact for additional information on how to purchase
multiple licenses.
Your use of any Licensed Content in a manner not permitted under terms of this
Agreement, constitutes copyright infringement, and we shall be entitled to exercise any
and all rights and remedies in order to enforce these terms. You understand and agree
to be liable and responsible for any and all damages resulting from said infringement,
including but not limited to legal and attorney fees.
You are responsible for any and all appropriate sales or use tax imposed by any
government authority or jurisdiction as a result of the license granted to you by Icons8.

License Expiration
This Standard License begins immediately upon the licensees acceptance and
purchase of any licensed material, and is valid for the term specified within your
particular licensing package that you agreed to upon purchase (i.e. licensing period).
This license covers the following aspects of the licensed material:

New features, fixes, and improvements to the software and API

New Icons

Email support

After expiration and termination of this Standard License, the following features shall
remain and be applicable to:

Licensed materials created before Expiration;

Using our web and desktop software with the Licensed Materials created prior to
Expiration;

Once terminated or expired, this License Agreement shall not apply to:

New icons, or newly purchased licensed materials;

Customer Support

The licensee must obtain another license for any and all newly purchased Licensed
Materials.

Licensee Warranty
The Licensee warrants and agrees to be responsible for the Licensed Materials. Under
the terms of this Standard License, Licensee shall not permit the unauthorized display,
distribution, use, or sharing of any licensed materials. The Licensee also agrees:

To indemnify and hold our company 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 nonperformance 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, assign, or transfer any Licensing rights to any other person or entity;

That the Licensed Materials shall not infringe upon any third party rights
whatsoever, and any liability for the infringement of third party rights shall rest with
the Licensee.

Licensor Warranty
Pursuant to the terms of this Agreement and your purchased license, we warrant that
the Licensed Content will not infringe on any copyright, or intellectual property rights
of any third party.
YOU UNDERSTAND AND AGREE THAT ANY AND ALL LICENSED CONTENT IS
PROVIDED AS IS WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT NOR GUARANTEE
THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE

UNINTERRUPTED OR ERROR FREE. THE LICENSEE BEARS ALL RISK FOR USE OF SAID
CONTENT.
SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME ALL RISK AND COST FOR
CORRECTIONS. IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT
OR FILE, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO REPRESENTATION
OR WARRANTY RESPECTING THE LICENSED CONTENT WHATSOEVER, WHETHER AS
TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

Intellectual Property
Licensed Material and all Icons are owned by Icons8 and are protected by U.S.
Copyright law, as well as laws related to intellectual property rights. No title or
intellectual property rights to the Licensed Content are transferred or assigned to the
Licensee. Licensor retains all rights not expressly granted by this License Agreement.
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.
You may be required to identify 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 stated
herein, this License Agreement does not grant you any intellectual property rights, nor
rights to royalties to the Licensed Materials.

Limited Liability
AT NO TIME SHALL ANY OF OUR REPRESENTATIVES, AFFILIATES, CONTENT
PROVIDERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS,
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
CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER THE ACTION IS BASED ON 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 YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE
OF ACTION FIRST AROSE.
WE SHALL NOT BE LIABLE AT ANY TIME FOR ANY DAMAGES, COSTS OR LOSSES
ARISING AS A RESULT OF MODIFICATIONS YOU HAVE MADE TO THE LICENSED
CONTENT.
NOTWITHSTANDING ANY OTHER TERMS UNDER THIS AGREEMENT, THE TOTAL
MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ANY OTHER
AGREEMENT UNDER WHICH WE HAVE LICENSED THE SAME CONTENT,
REGARDLESS OF FILE SIZE, OR YOUR USE/EXPLOITATION OF ANY OR ALL LICENSED
CONTENT IN ANY MANNER, OUR AGGREGATE LIABILITY SHALL BE LIMITED TO TEN
($10.00) US DOLLARS PER LICENSED CONTENT. SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.

Termination and Breach

If the Licensee violates any terms of this Agreement, it shall be construed as a breach.
In the event of breach, the Licensor shall give Licensee written notice of breach or
default. Licensee shall have seven (7) days in order to cure the default. If Licensee
timely fails to cure the default, then this Agreement is deemed to have been
automatically terminated, without any further notice to Licensee.

Licensee acknowledges and agrees to be responsible and liable for any and all costs,
fees, and legal fees, which Licensor may incur as a result of compelling Licensees
performance under this Agreement.

Disputes
Any and all disputes regarding these terms shall be resolved in a professional and
business-like manner, absent resolution, disputes shall be resolved by binding
mediation, with the parties agreeing to share the cost and choice of an unbiased, third
party mediator.
The prevailing party shall be entitled to reimbursement of any and all costs and fees,
including but not limited to attorneys fees.

Governing Law and General Provisions

This Agreement will be governed by the laws in force in The United States of America
and Delaware excluding the application of its conflicts of law rules. This Agreement will
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.
If any part of this Agreement is found void and unenforceable, it will not affect the
validity of the balance of the Agreement, which shall remain valid and enforceable
according to its terms.

Contact
https://icons8.com/contact
wedraw@icons8.com
+1 (724) 426-6708