Legal

Date of Last Revision: November 8, 2013

Welcome to The Noun Project!

Terms of Use

The Noun Project (“Company,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.thenounproject.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to these Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at http://nounproject.com/legal. All such terms are hereby incorporated by reference into these Terms of Service.

1. ACCESS TO THE SERVICES

The Services are designed to provide users access to a collection of icons uploaded by designers from around the world.

Requirements and Registration: You may use the Service only if you can form a binding contract with The Noun Project, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Service is not available to any Users previously removed from the Service by The Noun Project. You may be required to register with Company in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

Modifications and General Practices Regarding Use and Storage: Company may change, suspend or discontinue the Services at any time, with or without notice. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to browse the Service and the Site from a mobile device and (ii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

USE OF THE SERVICES

The Services and its contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,” and which includes User Submissions (as defined below))) are protected by intellectual property laws as set forth in these Terms fo Service. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sub-license, rent, lend, assign, gift, sell or otherwise transfer or distribute for any purposes whatsoever any portion of the Services, any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners (which may be obtained through the Services via one of the licenses described below) and in strict accordance with the parameters of such consent, and (ii) in any way that violates any third party right. Any and all rights you receive to the Content are personal to you, and may not be transferred, sublicensed, or assigned to any other party, in whole or in part.

Without limiting the foregoing, in connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith is the property of Company and our licensors, affiliates and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in such technology or software. Any rights not expressly granted herein are reserved by Company.

Without limiting the foregoing, large scale copying of Content is prohibited except as expressly authorized by Company. To be clear, this applies to all Content, including Content made available as part of the public domain. The Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws.

Restrictions: You warrant, represent and agree that you will not contribute any Content (including without limitation any Symbol) or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party (including without limitation by misrepresenting or mischaracterizing the rights you actually hold in any Symbol you upload to the Services); (ii) violates any law, statute, ordinance or regulation, or breaches any agreement to which you may be a party; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.

Third Party Material: Under no circumstances will Company be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not have a duty to pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.

You understand and agree that Company shall have the sole right to decide whether you are in violation of any of the restrictions set forth in this Terms of Service, and shall have sole discretion regarding the course of action to take in connection therewith.

CONTRIBUTING CONTENT TO THE SERVICES

User Submitted Content

In the course of using the Services, you and other users may provide information which may be used by Company in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Services or otherwise providing content, materials or information to Company or in connection with the Services (collectively, “User Submissions”), Company hereby is and shall be granted a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such User Submissions (including all related intellectual property rights) in connection with the Services and Company’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, Company will only share your personally identifiable information in accordance with Company’s privacy policy in effect and located at Privacy Policy. Furthermore, you understand that Company retains the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to Company does not affect your ownership of or right to grant additional non-exclusive licenses to the material in your User Submissions, unless otherwise agreed in writing.

You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted (a) through the functionality of the Services, (b) under this Agreement, and (c) for images you upload to the symbol library on the Services (each, a “Symbol,” and such library, the “Symbol Library”), in accordance with any additional license terms you may apply through the functionality of the Services, as described in more detail below.

By uploading any User Submissions, including without limitation Symbols, you represent and warrant that you own all right, title and interest in and to such User Submissions, including, without limitation, all copyright and rights of publicity contained therein.

CHOOSING LICENSES FOR YOUR SYMBOLS

When you upload a Symbol to the Symbol Library, you will be prompted to choose between various licenses or designations you wish to apply to other users’ use of such Symbol. Regardless of how you designate a Symbol for use by other users, please be aware that, as between you and Company, Symbols are considered User Submissions, and the license you grant to Company above applies to Company’s use and exploitation of all Symbols. In uploading any Symbol to the Services, you understand and agree that Company may use and exploit such Symbol as described above.

(A) Public Domain. You may designate a Symbol you upload as being “Public Domain.” This means that you aren’t licensing the Symbol, but rather stating that the Symbol is free of known copyright restrictions throughout the world. By marking a Symbol as Public Domain, you are representing and warranting (to Company and to any user of the Services) that (i) there are no attribution or payment requirements associated with another user’s use of such Symbol, and (ii) you agree not to assert, or assist any third party in asserting, any intellectual property or other proprietary rights (throughout the world) with respect to such Symbol. For more details on the Public Domain designation, see Creative Commons.

(B) No Rights Reserved. You may designate a Symbol you upload as being “No Rights Reserved.” This means you aren’t licensing the Symbol, but rather stating that you are the owner of the copyright in such Symbol but you are waiving all such copyrights throughout the world. By marking a Symbol as No Rights Reserved, you are representing and warranting (to Company and to any user of the Services) that (i) prior to such waiver, you owned all such copyrights, (ii) there are no attribution or payment requirements associated with another user’s use of such Symbol, and (iii) you agree not to assert, or assist any third party in asserting, any intellectual property or other proprietary rights (throughout the world) with respect to such Symbol. For more details on the No Rights Reserved designation, see Creative Commons.

(C) Attribution License. Through the Services, you may apply the Attribution 3.0 Unported (CC BY 3.0) license (“Attribution License”) to a Symbol you own or have the right to license. The Attribution License allows other users to use your Symbol for free through the Services, as long as they attribute it to you. For more details on the Attribution License, see Creative Commons. For rules on how to attribute properly, see Using Symbols.

Notwithstanding the foregoing, you acknowledge and agree that the attribution requirement of such Attribution License will not apply if a user pays a license fee (as set forth in the Service) to access such Symbol through the Services. Users that pay a license fee may subsequently use such Symbol without attribution, but in accordance with all other terms of the Attribution License.

RECEIVING COMPENSATION FOR USE OF YOUR SYMBOLS

If you make a Symbol available under an Attribution License, and another user or customer of the Services decides to pay the License Fee in order to forego the attribution requirement, Noun Project will pay you a Revenue Share percentage based on the amount of the License Fee as follows: you will receive 50% of net profits from any of your Symbols that are purchased individually, and 40% of net profit from any Symbols that are purchased as part of a service, including without limitation through Noun Project’s Premium Accounts and API access.

“Net Profits” means the applicable License Fees actually received by Company from a Services user, upon and in consideration of such user’s download of your Symbols, less (i) sales taxes, use taxes, withholding taxes, VAT and any other taxes, duties, or other government tariffs that a governmental authority requires Company to pay with respect to the subject matter hereunder (and/or that you have failed to pay as required by a governmental authority), (b) any applicable transaction fees, disputes, chargebacks, or refunds. Company may delay payment or refuse to make any payment due to you hereunder, without liability to Company, if any of your Symbols infringe (or Company reasonably suspects infringe) any intellectual property or other right of any third party.

Noun Project shall remit all such payments to you no later than ten (10) business days after the end of each calendar month in which the applicable fees are received. Payment shall be made to the PayPal account you list in your user account. Payments shall only be made in those months in which the amount due to you totals at least $10. Unpaid amounts due shall accrue until the next month in which the amount due is at least $10.

Noun Project reserves the right to withhold payment or charge back to your account any amounts otherwise due to Noun Project under this Agreement, or amounts due to any breach of this Agreement by you, pending Noun Project's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify Noun Project in writing within thirty (30) days of such payment. Failure to so notify Noun Project shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Noun Project. No other measurements or statistics of any kind shall be accepted by Noun Project or have any effect under this Agreement. We may withhold any taxes or other amounts from payments due to you as required by law.

OBTAINING CONTENT THROUGH THE SERVICES

You may use Symbols pursuant to the license and restrictions selected by the user that uploaded the Symbol to the Service. If a Symbol is provided pursuant to the Attribution License, you may pay a License Fee as set forth in the Services in order to use such Symbol without the attribution requirement, but in accordance with all other terms of the Attribution License. Company reserves the right to change License Fees at any time in its sole discretion, without notice to you.

You may purchase rights to use Symbols on an individual basis, or through Noun Project’s premium account or API access programs. Each purchased license can only be applied to one project or client. For example, if you purchase a license for a Symbol for a project for a client in the diet soda industry, you cannot use that license for another client in the diet soda industry, for a client in another industry, or for another project for that client. If you use a license for an infographic, you cannot reuse it for another infographic.

You may only obtain Symbols for use on items for resale by either 1) paying a License Fee to purchase an individual license for the Symbol in question, or 2) by providing full attribution in legible font on the item for resale that is using the Symbol. If you purchase a license to use a Symbol on an item for resale, you may only sell 100 units of such item for each license purchased. An item for resale means any tangible merchandise where the substantial value of the product comes from the icon used; for example, a t-shirt featuring a Symbol. You may not use a Premium Account to download Symbols to use on items for resale.

FEES AND PAYMENT

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Company information regarding your credit card or other payment instrument. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes. You hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Company know within sixty (60) days after the date that Company charges you. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

If you pay a License fee to avoid attributing a Symbol that has an attribution requirement, the License Fee will be charged to the credit card you provided to Company through the Services; if Company is unable to successfully complete such credit card transaction due to your error or omission, or if any amount of the License Fee is charged back to Company, the waiver of attribution shall be void and you will be required to attribute the Symbol to the uploader.

Any fees paid by you hereunder are non-refundable. You will be responsible for withholding, filing, reporting, and paying all taxes, duties and other governmental assessments associated with your activity in connection with the Services (except for taxes on Company’s net income).

WARRANTY DISCLAIMER

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Company makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services (including without limitation any Symbols for which you have paid an License Fee). Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service.

THE SERVICES, CONTENT, SYMBOLS, WEBSITE, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICES, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Social Networking Services

You may enable or log in to the Service via various online third party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Company’s use, storage and disclosure of information related to you and your use of such services within Company (including your friend lists and the like), please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Company shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

INDEMNITY

You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or the rights of another, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS LICENSORS OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES, ANY CONTENT OR SYMBOLS, OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES AND ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

INTERACTION WITH THIRD PARTIES

The Services may contain links to third party websites or services (“Third Party Services”) that are not owned or controlled by Company, or the Services may be accessible by logging in through a Third Party Service, as described more fully in our Privacy Policy. When you access Third Party Services, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Services relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Service. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

TERMINATION

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Company may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. For clarity, payment obligations incurred prior to termination will survive termination.

MISCELLANEOUS

The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. You and Company agree there are no third party beneficiaries intended under this Agreement.

ARBITRATION; GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Los Angeles County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Central District of California.

COPYRIGHT DISPUTE POLICY

Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is Company’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

A. Procedure for Reporting Copyright Infringements:

If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

Identification of works or materials being infringed;

Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, email address;

A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Company’s policy:

to remove or disable access to the infringing material;

to notify the content provider, member or user that it has removed or disabled access to the material; and

that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider’s, member’s or user’s access to the Services.

C. Procedure to Supply a Counter-Notice to the Designated Agent:

It is Company’s policy:

If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:

A physical or electronic signature of the content provider, member or user;

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or, if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.

Please contact Company’s Designated Agent to Receive Notification of Claimed Infringement at the following address: Attn: Sofya Polyakov, The Noun Project, 1821 West Hubbard St., Unit 202, Chicago IL 60622.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at 1821 West Hubbard St., Unit 202, Chicago IL 60622.

CONTACT

If you have any questions, complaints, or claims with respect to the Services, you may contact us at info at thenounproject dot com

Privacy Policy

We at The Noun Project, Inc. (“Company,” “we,” “us,” “our”) know that our users (“you,” “your”) care about how your personal information is used and shared, and we take your privacy seriously. Please read the following to learn more about our Privacy Policy. By visiting or using the Website or Services in any manner, you acknowledge that you accept the practices and policies outlined in this Privacy Policy, and you hereby consent that we will collect, use, and share your information in the following ways. Any capitalized terms used herein without definition shall have the meaning given to them in the Company Terms of Use.

I. WHAT DOES THIS PRIVACY POLICY COVER?

This Privacy Policy covers our treatment of personally identifiable information ("Personal Information") that we gather when you are accessing or using our Services. This policy does not apply to the practices of companies that we do not own or control, or to individuals that we do not employ or manage.

We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Services (as that term is defined in our Terms of Use). If you are under 13, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 may provide any personal information to us or on the Services. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at info@thenounproject.com.

We gather various types of Personal Information from our users, as explained more fully below. We may use this Personal Information to personalize and improve our services, to allow our users to set up a user account and profile, to contact users, to fulfill your requests for certain products and services, to analyze how users utilize the Services, and as otherwise set forth in this Privacy Policy. We may share certain types of Personal Information with third parties, as described below.

II. WHAT INFORMATION DOES COMPANY COLLECT?

A. Information You Provide to Us:

We receive and store any information you knowingly provide to us. For example, we collect Personal Information such as your name, email address, user name, and third-party account credentials (for example, your log-in credentials for Facebook or other third party sites). If you provide your third-party account credentials to us, you understand some content and/or information in those accounts (“Third Party Account Information”) may be transmitted into your account with us if you authorize such transmissions, and that Third Party Account Information transmitted to our Services is covered by this Privacy Policy. You can choose not to provide us with certain information, but then you may not be able to register with us or to take advantage of some of our features. We may anonymize your Personal Information so that you cannot be individually identified, and provide that information to our partners.

If you have provided us with a means of contacting you, we may use such means to communicate with you. For example, we may send you promotional offers or communicate with you about your use of the Services. Also, we may receive a confirmation when you open a message from us. This confirmation helps us make our communications with you more interesting and improve our services. If you do not want to receive communications from us, please indicate your preference by following the unsubscribe link provided in each e-mail. Please note that if you do not want to receive legal notices from us, those legal notices will still govern your use of the Services, and you are responsible for reviewing such legal notices for changes.

B. Information Collected Automatically:

• Whenever you interact with our Services, we automatically receive and record information on our server logs from your browser including your IP address, “cookie” information, and the page you requested. “Cookies” are identifiers we transfer to your computer or mobile device that allow us to recognize your browser or mobile device and tell us how and when pages and features in our Services are visited and by how many people. You may be able to change the preferences on your browser or mobile device to prevent or limit your computer or device’s acceptance of cookies, but this may prevent you from taking advantage of some of our features. Our advertising partners may also transmit cookies to your computer or device, when you click on ads that appear on the Services. Also, if you click on a link to a third party website, such third party may also transmit cookies to you. This Privacy Policy does not cover the use of cookies by any third parties.

• When we collect usage information (such as the numbers and frequency of visitors to the Website), we only use this data in aggregate form, and not in a manner that would identify you personally. For example, this aggregate data tells us how often users use parts of the Services, so that we can make the Services appealing to as many users as possible. We may also provide this aggregate information to our partners; our partners may use such information to understand how often and in what ways people use our Services, so that they, too, can provide you with an optimal experience. We never disclose aggregate information to a partner in a manner that would identify you personally.

• Each Symbol you download from the Services may contain trackable metadata, which allows us to track how and in what ways you use such Symbol. We may use information from this metadata to ensure that you are complying with the use restrictions on such Symbol, as well as to understand how and in what ways our users utilize Symbols.

III. WILL COMPANY SHARE ANY OF THE PERSONAL INFORMATION IT RECEIVES?

We neither rent nor sell your Personal Information in personally identifiable form to anyone. However, we do share your Personal Information with third parties as described in Section II above and in this Section:

A. Advertisers: We may allow advertisers (“Advertisers”) to choose the demographic information of users who will see their advertisements and/or promotional offers and you agree that we may provide any of the information we have collected from you in non-personally identifiable form to an Advertiser, in order for that Advertiser to select the appropriate audience for those advertisements and/or offers. For example, we might use the fact that you are located in San Francisco to show you ads or offers for San Francisco businesses, but we will not tell such businesses who you are.

We may deliver a file to you through the Services (known as a “web beacon”) from an ad network. Web beacons allow ad networks to provide anonymized, aggregated auditing, research and reporting for us and for advertisers. Web beacons also enable ad networks to serve targeted advertisements to you when you visit other websites. Because your web browser must request these advertisements and web beacons from the ad network’s servers, these companies can view, edit, or set their own cookies, just as if you had requested a web page from their site.

B. Affiliated Businesses and Third Party Websites We Do Not Control: In certain situations, businesses or third party websites we’re affiliated with may sell items or provide services to you through the Services (either alone or jointly with us). You can recognize when an affiliated business is associated with such a transaction or service, and we will share your Personal Information with that affiliated business only to the extent that it is related to such transaction or service. One such service may include the ability for you to automatically transmit Third Party Account Information to your Services profile or to automatically transmit information in your Services profile to your third party account. We have no control over the policies and practices of third party websites or businesses as to privacy or anything else, so if you choose to take part in any transaction or service relating to an affiliated website or business, please review all such business’ or websites’ policies.

C. Agents: We may employ other companies and people to perform tasks on our behalf and need to share your information with them to provide products or services to you. Unless we tell you differently, our agents do not have any right to use the Personal Information we share with them beyond what is necessary to assist us.

D. User Profiles and Submissions: Certain user profile information, including without limitation your name, location, any image content that you have uploaded to the Services, and which Symbols you have downloaded, may be displayed to other users to facilitate user interaction within the Services or address your requests for Company’s services. Any content in your public user profile, along with any Personal Information or content that you disclose online in a manner other users can view (on discussion boards, in messages and chat areas, etc.) becomes publicly available, and can be collected and used by others in accordance with the functionality of the Services (and subject to the Terms of Use). Your user name may also be displayed to other users if and when you send messages or comments or upload images or videos through the Services and other users can contact you through messages and comments. Additionally, if you sign into the Services through a third party social networking site or service, your list of “friends” from that site or service may be automatically imported to the Services, and such “friends,” if they are also registered users of the Services, may be able to access certain non-public information you have entered in your Services user profile. Again, we do not control the policies and practices of any other third party site or service. Finally, if you upload a Symbol to the Services, certain information about you (including your name or user ID, the attribution requirements for such Symbol, and the location from which the Symbol was uploaded) may be embedded as metadata in such Symbol, viewable by those who download the Symbol from the Services. This metadata encourages others to comply with the use restrictions for such Symbol.

E. Business Transfers: We may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that would be transferred. Also, if we (or our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, Personal Information would be one of the assets transferred to or acquired by a third party.

F. Protection of Company and Others: We reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to comply with law or court order; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of Company, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

G. With Your Consent: Except as set forth above, you will be notified when your Personal Information may be shared with third parties in personally identifiable form, and will be able to prevent the sharing of this information.

IV. IS PERSONAL INFORMATION ABOUT ME SECURE?

Your account is protected by a password for your privacy and security. If you access your account via a third party site or service, you may have additional or different sign-on protections via that third party site or service. You must prevent unauthorized access to your account and Personal Information by selecting and protecting your password and/or other sign-on mechanism appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account.

We endeavor to protect the privacy of your account and other Personal Information we hold in our records, but we cannot guarantee complete security. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.

The Services may contain links to other sites. We are not responsible for the privacy policies and/or practices on other sites. When following a link to another site you should read that site’s privacy policy.

V. WHAT PERSONAL INFORMATION CAN I ACCESS?

Through your account settings, you may access, and, in some cases, edit or delete the following information you’ve provided to us:

• name and password

• email address

• location

• user profile information, including images and Symbols you have uploaded to the site

The information you can view, update, and delete may change as the Services change. If you have any questions about viewing or updating information we have on file about you, please contact us at info@thenounproject.com.

Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of Personal Information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to: info@thenounproject.com.

VI. WHAT CHOICES DO I HAVE?

• You can always opt not to disclose information to us, but keep in mind some information may be needed to register with us or to take advantage of some of our special features.

• You may be able to add, update, or delete information as explained in Section V above. When you update information, however, we may maintain a copy of the unrevised information in our records. You may request deletion of your account by emailing us at info@thenounproject.com. Please note that some information may remain in our records (and/or the records of other users) after your deletion of such information from your account. We may use any aggregated data derived from or incorporating your Personal Information after you update or delete it, but not in a manner that would identify you personally.

VII. CHANGES TO THIS PRIVACY POLICY

We may amend this Privacy Policy from time to time. Use of information we collect now is subject to the Privacy Policy in effect at the time such information is used. If we make changes in the way we use Personal Information, we will notify you by posting an announcement on our Website or sending you a message. You are bound by any changes to the Privacy Policy when you use the Services after such changes have been first posted.

VIII. QUESTIONS OR CONCERNS

If you have any questions or concerns regarding our privacy policies, please send us a detailed message to info@thenounproject.com, and we will try to resolve your concerns.

Effective Date: September 25, 2012

Premium Account Access & Pricing Terms

The Noun Project offers you the ability to subscribe to a premium service (“Premium Accounts”) that offers discounted rates on icon licenses, monthly billing, multiple user accounts starting with Professional level, quicker access to the collection, and access for the Noun Project application programming interface and related materials (collectively, “API”). Premium Accounts and API access shall be considered part of the “Service” as defined in the Terms of Service (“TOS”). Your use of Premium Accounts and the API are subject to these Premium Account Terms and the TOS.

We reserve the right, at our sole discretion, to change or modify portions of these Premium Account Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Premium Account Terms.

Premium Accounts

Signing up for a Premium Account provides you access to the features outlined on our Pricing page.

Each Premium Account includes a number of icon licenses that will be applied towards any Creative Commons Attribution (CC BY) symbols that you download. This enables you to use those symbols without following the attribution requirements. Each icon license can only be applied to one project or client. For example, if you download a Symbol for a project for a client in the diet soda industry, you cannot use that license for another client in the diet soda industry, for a client in another industry, or for another project for that client. If you use a license for an infographic, you cannot reuse it for another infographic.

The use of Premium Accounts to download icons for use on items for resale is prohibited. An item for resale is considered any merchandise where the substantial value of the item comes from the icon used. Icons can be used for items for resale only by purchasing the individual license.

Noun Project accepts credit cards and will automatically charge your credit card monthly or yearly, depending upon which payment option you select. If any fee is not paid in a timely manner, or Noun Project is unable to process your transaction using the credit card information provided, Noun Project reserves the right to revoke access to your Premium account and convert your Noun Project Premium Account to a Free Account.

API Access

Signing up for a Premium Account enables you to access symbols through the Noun Project’s application programming interface (the “API"). If you sign up for API access, Noun Project grants you the right, subject to the Terms of Service, to access the API solely to develop functionality that allows your product or service to access and display Symbols via the API. Symbols may be accessed and displayed solely through the API and may not be downloaded or stored as part of your product or service. Use of the API is subject to the policies and/or documentation provided in connection with the API. Noun Project reserves the right to limit the number and/or frequency of API requests in its sole discretion.

Search results: your users can run a search to find the best icon for their use. You will not incur a fee for search calls; however, they will count towards your total API call limits as specified in your selected Premium Account plan. The search results are limited to up to 25 icons per view, and will be displayed as PNG files. URLs for PNGs accessed via the API will expire in 24 hours. The product must call the SVG license end-point any time a symbol is used for purposes other than search. Calling the SVG license end-point will count towards the total amount of icon licenses available for the selected Premium Account plan. Public domain icons are included in the service for free and do not count against the license total.

You shall not:

  1. Use Noun Project APIs for any application that replicates or attempts to replace the essential user experience of The Noun Project.
  2. Attempt to cloak or conceal your identity or your application's identity when requesting authorization to use Noun Project APIs.
  3. Use an unreasonable amount of bandwidth.
  4. Cache or store any Noun Project icons other than for reasonable periods in order to provide the service you are providing to Noun Project users.
  5. Use Noun Project APIs for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
  6. Use Noun Project APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
  7. Use Noun Project as a generic image hosting service for banner advertisements, graphics, etc.
  8. Use Noun Project APIs in a manner that adversely impacts the stability of Noun Project.com servers or adversely impacts the behavior of other applications using the Noun Project APIs.
  9. Sell, lease, or sublicense Noun Project APIs or access thereto.
  10. You may in no way imply that The Noun Project endorses your product.
Payment

The fees for your Premium Account and included API access will be billed from the date you choose to subscribe to the applicable Service and on each monthly or yearly renewal thereafter unless and until you cancel your account. Should you elect to upgrade your Premium Account, the commencement date for your next renewal period will be reset and you will be billed for the first month or year of the upgraded level of service the day of your upgrade. Any unused licenses from the former plan will be added to the upgraded plan’s total. For example, if you subscribe to the “Personal” Premium Account on February 15th, your next payment would be due on March 15th and you’d have 10 icon licenses to use during the month. By February 22, you’ve spent 5 of your icon licenses, and decide to upgrade your Premium Account to Professional level. You pay the $50 amount associated with the upgraded Premium Account on February 22nd. You will now have the 5 icons remaining from your lower plan, plus additional 50 icons as provided by your new plan, for a total of 55 icons that can be used before your next billing cycle. Your next payment would then be due on March 22.

Noun Project may change the fees and charges in effect, or add new fees and charges from time to time. We will give you advance notice of these changes by email. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your information by accessing your "Account" page. It is your responsibility to keep your contact information and payment information current and updated. If your credit card reaches its expiration date, your continued use of the Noun Project constitutes your authorization for us to continue billing that credit card and you remain responsible for any uncollected amounts. If you purchase the Premium Account with a credit card and then subsequently request your credit card issuer to reverse your payment, Noun Project will suspend your account until such time as you reimburse us the amount of any fees charged by your card issuer. Any icons accessed during this time will be required to be attributed in accordance with their licenses.

Cancellations

Your Premium Account and API access will continue in effect until you cancel your use of the applicable Service or we terminate it.

You may cancel your Premium Account or API access at any time, and cancellation will be effective immediately. You must cancel your Premium Account or API access account before it renews each month or year in order to avoid billing of the next month's or year's fees to your credit card. Noun Project Premium Accounts and API access accounts are prepaid and are non-refundable. NOUN PROJECT DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS.

You are responsible for all of your activity in connection with Premium Accounts and API services. We may terminate or suspend your right to use the Services for any fraudulent, abusive, or illegal activity, including without limitation any breach of these Premium Account Terms.

Accepted Uses

Licenses and Proper Attribution

The designers contributing to The Noun Project are building the world’s visual language so that everyone can access the tools necessary for simple visual communication. Please respect the designers’ work by following the licenses specified on each symbol’s detail page.

All symbols use one of these two licenses:

Public Domain (PD) - this marks symbols that are in the public domain. There are no restrictions placed on them. They can be used for anything, for free.

Creative Commons Attribution (CC BY) - this license allows you to use the symbol for free, even commercially, as long as you follow the attribution requirements listed for that symbol. You can learn more about how to properly attribute here.

If you don’t want to attribute, you can purchase a symbol’s license instead. Licenses are available at a discounted rate through Premium Accounts, or you can pay for the symbol’s license individually. We share revenues from all payments with the symbol’s designers.

Each purchased symbol license can be used multiple times, as long as it’s for one project or client. For example, if you purchase a license to use the symbol for a project for a client in the diet soda industry, you cannot use that license for another client in the diet soda industry, for a client in another industry, or for another project for that client. If you use a license for an infographic, you can use it multiple times in the same infographic, but you can’t reuse it for another infographic.

Using Symbols on Items for Resale

We consider an item for resale to be any tangible merchandise where the substantial value of the product comes from the symbol used. For example, a t-shirt or a mug featuring a symbol.

  • You can use a symbol on items for resale by either 1) purchasing a license to use the symbol without attribution, or 2) by providing full attribution in legible font on the item for resale.
  • Each symbol license purchased for items for resale may be used for up to 100 units of product. For example, if you're selling 500 tshirts with the same symbol design, you will need to purchase 5 symbol licenses (500 tshirts / 100 units per license).
  • Premium Accounts may not be used to download symbol for items for resale, unless at Enterprise level.

Please see our Terms of Use for more information.

A big collection
is coming to
small screens

Soon, you'll be able to find and use icons
from The Noun Project on mobile devices.

Stay tuned @nounproject