Legal

Effective Date: September 21, 2020

Welcome to The Noun Project!

Terms of Use

The Noun Project (“The Noun Project”, “we,” “us,” or “our”) provides its services (described below) to you through its website located at www.thenounproject.com (the “Site”) and through its application programming interface (“API”), plugins, applications, and related services (collectively, such services, including any new features and applications, The Noun Project application programming interface (API) and the Site, the “Service(s)”), subject to these Terms of Use (as amended from time to time, the “Terms of Use”). These Terms of Use are a binding contract between you and The Noun Project. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time. If we do this, we will indicate at the top of this page the effective date of the modified terms. 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 immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Use. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: info@thenounproject.com

Address: 8800 Venice Blvd., Los Angeles, CA 90034

In addition, when using the Services, you will be subject to any additional terms that may be posted on the Services from time to time, including, without limitation, the Privacy Policy available at https://thenounproject.com/legal, and the API terms available at http://api.thenounproject.com.

Additionally, persons who have contributed Content (as defined below) to The Noun Project shall also be subject, as applicable to the Icon Additional Creator Terms and/or Photograph Additional Creator Terms, both located at https://thenounproject.com/legal.

All such additional terms are hereby incorporated by reference into these Terms of Use.

Please read these Terms of Use carefully. They cover important information about Services provided to you, and any charges, taxes, and fees we bill you. These Terms of Use include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS OF USE; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. ACCESS TO THE SERVICES

The Services are designed to provide users access to a collection of icons and photographs uploaded to the icon and photograph libraries on the Services by designers and photographers from around the world (each such icon, an “Icon;” each such photograph, a “Photo”).

Requirements and Registration: You may use the Services only if you can form a binding contract with The Noun Project, and only in compliance with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations. The Service is not available to any Users previously removed from the Services by The Noun Project. You may be required to register with us in order to access and use certain features of the Service. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. Registration data and certain other information about you are governed by our Privacy Policy.

Children’s Online Privacy Protection Act. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age. If you are under 16 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at info@thenounproject.com.

Modifications and General Practices Regarding Use and Storage: We may change, suspend or discontinue the Services at any time, with or without notice. We 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 we may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have 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 we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

2. USE OF THE SERVICES

The Services and its contents may only be used in accordance with the terms of these Terms of Use. 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 any information, materials, and content posted to the Services or otherwise provided by any user of the Services to us or in connection with the Services (“User Submissions”) ) are protected by intellectual property laws as set forth in these Terms of 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.

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 The Noun Project 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 The Noun Project.

Without limiting the foregoing, large scale copying of Content is prohibited except as expressly authorized by The Noun Project. 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 Icon or Photo) 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 Icon or Photo 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 our 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 The Noun Project; or (vi) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program. We reserve 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 we are concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not us, 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 us and to grant us the rights to use such information in connection with the Services and as otherwise provided herein.

Third Party Material: Under no circumstances will The Noun Project 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 we do not have a duty to pre-screen content, but that we and our 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, we and our designees will have the right to remove any content that violates these Terms of Use or is deemed by us, 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 Mail-list, 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 we shall have the sole right to decide whether you are in violation of any of the restrictions set forth in this Terms of Use, and shall have sole discretion regarding the course of action to take in connection therewith.

3. OBTAINING CONTENT THROUGH THE SERVICES

You may use Icons or Photos pursuant to the license and restrictions selected by the user that uploaded the Icon or Photo to the Services. We reserve the right to change License Fees at any time in our sole discretion, without notice to you. A list of the pricing and fee options (the “License Fees”) is located at https://thenounproject.com/pricing.

A. Icons

You may use Icons pursuant to the applicable license for each Icon as identified on the Services. Icons are available under one of the following licenses:

  1. Public Domain. An Icon that is designated as Public Domain is free of known copyright restrictions throughout the world. For more details on the Public Domain designation, see https://creativecommons.org/publicdomain/mark/1.0/.
  2. Attribution License. This license allows you to use the Icon for free through the Services, as long as you attribute it to the Icon creator. For more details on the Attribution License, see Creative Commons at https://creativecommons.org/licenses/by/3.0/.
  3. Royalty-Free License. If an Icon is provided pursuant to the Attribution License, you may pay a License Fee and use the Icon without providing attribution to the Icon creator. More information on the Royalty-Free License fees and additional terms are available at https://thenounproject.com/pricing.

You may purchase rights to use Icons on (i) an individual basis (Single Purchase Download), (ii) through our NounPro and NounTeam premium subscription programs (each, a “Subscription Account Program”) or (iii) through our API access program (API Access Program). Unless an Icon is in the Public Domain, you may only obtain Icons for use on items for resale: 1) by paying a License Fee to purchase an individual license for the Icon in question, 2) by providing full attribution in legible font on the item for resale that is using the Icon or 3) through paid access to our API. If you purchase a license to use an Icon 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 an Icon. You may not use a NounTeam or NounPro account to download Icons to use on items for resale.

B. Photos

You may use Photos pursuant to the applicable license for each Icon as identified on the Services. Photos are available under one of the following licenses:

  1. Public Domain. A Photo that is designated as Public Domain is free of known copyright restrictions throughout the world. For more details on the Public Domain designation, see https://creativecommons.org/publicdomain/mark/1.0/.
  2. Creative Commons License (CC BY-NC-ND 2.0). This license allows you to use the Photo for noncommercial purposes, without creating derivatives, as long as you provide attribution to the photographer. For more details on the Creative Commons License, see https://creativecommons.org/licenses/by-nc-nd/2.0/.

    If a Photo is provided pursuant to the Creative Commons License, you may pay a License Fee as further described below in order to obtain a royalty-free license to such Photo instead. A list of the pricing and fee options is located at https://thenounproject.com/pricing.

    The types of rights to use a Photo depend on the type of license you purchase:

    1. Royalty-Free Noncommercial License. If you purchase a Noncommercial license, you will receive a non-exclusive, non-sublicenseable, perpetual, irrevocable, worldwide, royalty-free and transferable license to copy, reproduce, modify, publish, display, distribute, and otherwise exploit such Photo, without providing attribution to the photographer, provided that (i) you may not print more than 100 copies of such Photo, (ii) you may not allow multi-seat use of such Photo (i.e., you cannot share it with your team), (iii) you may use such Photo solely for Noncommercial Purposes, and (iv) you may not make derivative works of such Photo.
    2. Royalty-Free Limited Commercial License. If you purchase a limited Commercial license, you will receive a non-exclusive, non-sublicenseable, perpetual, irrevocable, worldwide, royalty-free and transferable license to copy, reproduce, modify, publish, display, distribute, create derivative works of, and otherwise exploit such Photo, without providing attribution to the photographer, provided that (i) you may not print more than 250,000 copies of such Photo, and (ii) you may not allow multi-seat use of such Photo (i.e., you cannot share it with your team). You may use such Photo for Commercial Purposes (as defined below), and create derivative works of such Photo.

Editorial Use Only Photos. In addition, you may notice that certain Photos are labeled as being for Editorial Use Only. This label indicates that the Photo does not have an associated model or property release and that others may have rights in how the Photo is used, such as privacy or publicity rights. Editorial Use Only Photos may not be used for commercial purposes.

For purposes of this Section 3(B), the following definitions apply:

  • “Noncommercial Purposes” means use that is not primarily intended for or directed towards commercial advantage or monetary compensation, and expressly excludes Restricted Activities.
  • “Commercial Purposes” means any commercial activity other than Restricted Activities.
  • “Restricted Activities” means (1) use in digital templates (e.g., Wordpress themes, slide presentation templates, etc.) that will be re-distributed, even if free, (2) use in trademarks, trade names, service marks, or logos, (3) use in connection with any activity that is competitive with The Noun Project, (4) use in advertisements, (5) use on products where the main value is the image (such as shirts, cards, mugs, posters), (6) redistribution of the unaltered image as your own artwork, and (7) with respect to any Photo including a Recognizable Individual, use in any Sensitive Material or otherwise in a manner than may depict such Recognizable Individual in a misleading, false, or negative light.
  • “Recognizable Individual” means a person who is, or reasonably could be, identifiable through one or more distinctive characteristics visible in the applicable Photo or any content presented with such Photo (such as a caption), including but not limited to such person’s name, vocation, facial features, hairstyles or colors, tattoos, scars, disabilities, or other aspects of the person’s dress, demeanor, appearance, or environment that, taken individually or together with other such characteristics, could be used to identify such individual.
  • “Sensitive Material” means any material or use that a reasonable person could find offensive, including but not limited to, political or religious messages, pornographic materials, and materials depicting any chronic ailment, mental deficiency, substance abuse, financial destitution, income loss, or death.

4. FEES AND PAYMENT

To the extent the Services or any portion thereof is made available for any fee (a “Paid Service”), you will be required to select a payment plan (see https://thenounproject.com/pricing for pricing options). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of the Terms of Use. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. You will promptly update your account information with any changes. You hereby authorize us 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 us know within sixty (60) days after the date that we charge you. If you pay a License fee to avoid attributing an Icon or Photo that has an attribution requirement, the License Fee will be charged to the credit card you provided to us through the Services; if we are 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 us, the waiver of attribution shall be void and you will be required to attribute the Icon or Photo to the uploader.

Automatic Renewal for Paid Services

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service through your account settings or terminate your account before the end of the recurring TERM. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, will not refund any fees that you have already paid.

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

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 our net income).

5. WARRANTY DISCLAIMER

You acknowledge that we have 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 us 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. We make no representations concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. We make 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 Icons or Photos for which you have paid a License Fee). Products and services purchased (whether or not following such recommendations and suggestions), including the Content licensed through the Services, are provided “AS IS” without any warranty of any kind from The Noun Project 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, ICONS, PHOTOS, SITE, 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.

6. 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 our use, storage and disclosure of information related to you and your use of such services within The Noun Project (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 we 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, we are 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, we are 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. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

7. INDEMNITY

You will indemnify and hold The Noun Project, its parents, subsidiaries, affiliates, representatives, 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: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms of Use, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; or (v) any other party's access and use of the Service with your unique username, password or other appropriate security code.

8. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOUN PROJECT OR ITS LICENSORS OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES, ANY CONTENT OR ICONS OR PHOTOS, 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 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 THE NOUN PROJECT’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.

9. 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 The Noun Project, 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 these Terms of Use. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Services. In addition, we 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 The Noun Project 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 we 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 we are 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 The Noun Project, 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.

10. TERMINATION

These Terms of Use shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. We may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms of Use. Upon termination of your account, your right to use the Services, access the Site, and any Content will immediately cease, except that your rights to use any paid Services will continue (as long as you have not breached these Terms of Use) until your subscription term expires, and your rights to any licenses purchased will continue according to their terms. All provisions of these Terms of Use, 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.

11. 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. We shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of these Terms of Use are found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer, assign or delegate these Terms of Use and its rights and obligations without consent. Both parties agree that these Terms of Use (including any terms incorporated by reference herein, via hyperlink or otherwise) are 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 these Terms of Use, 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 these Terms of Use and you do not have any authority of any kind to bind us 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 agree there are no third party beneficiaries intended under these Terms of Use.

12. 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 these Terms of Use 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 these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Central District of California.

Waiver of Jury Trial. YOU AND THE NOUN PROJECT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and The Noun Project are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and The Noun Project over whether to vacate or enforce an arbitration award, YOU AND THE NOUN PROJECT WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor The Noun Project is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.

Opt-out. You have the right to opt out of the provisions of this Section 12 by sending written notice of your decision to opt out to the following address: The Noun Project postmarked within thirty (30) days of first accepting these Terms of Use. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

Exclusive Venue. If you send the opt-out notice per the paragraph above, and/or in any circumstances where the foregoing arbitration agreement permits either you or The Noun Project to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and The Noun Project agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in Los Angeles, California.

13. COPYRIGHT DISPUTE POLICY

We have 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 our Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is our 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 we are 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 our 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 we 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 our 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 we are 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, we may send a copy of the counter-notice to the original complaining party informing that person that we 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 our discretion.

Please contact our Designated Agent to Receive Notification of Claimed Infringement at the following address: Attn: The Noun Project, 8800 Venice Blvd, Los Angeles, CA 90034.

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 8800 Venice Blvd, Los Angeles, CA 90034 or at info@thenounproject.com.

14. CONTACT

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