Legal

Additional Creator Terms - Icons

The Noun Project (“The Noun Project”, “we,” “us,” or “our”) offers Services designed to provide users access to a collection of icons uploaded to the icon library on the Services (“Icons”) by creators from around the world.

These terms are applicable to any person who contributes Icons to The Noun Project. These terms shall be in addition to the Terms of Use located at https://thenounproject.com/legal, and you understand that, in contributing Icons to The Noun Project, you are bound by these Additional Creator Terms – Icons and the Terms of Use. Any capitalized terms used herein without definition shall have the meaning given to them in the Terms of Use.

1. CONTRIBUTING ICONS TO THE SERVICES

In the course of using the Services, you and other users may provide information which may be used by us in connection with the Services and which may be visible to certain other users. You understand that by posting information or content, including without limitation Icons, on the Services or otherwise providing content, materials or information to us or in connection with the Services (collectively, “User Submissions”), we hereby are and shall be granted a worldwide, nonexclusive, transferable, sublicensable, irrevocable license to reproduce, adapt, modify, display, perform, distribute, make derivative works of and otherwise fully exploit, in whole or in part, in any medium (now known or hereafter invented) such User Submissions (including all related intellectual property rights) in connection with the Services and our (and our successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) on or through any of The Noun Project’s distribution channels (including, without limitation, the Noun Project’s website, API, app, or any other future channel used) or in any media formats and through any other media channels; however, we will only share your personally identifiable information in accordance with our Privacy Policy located at https://thenounproject.com/legal. You hereby consent to all such uses and revisions to the User Submissions and hereby waive any moral rights or “droit moral” (including, but not limited to any rights of attribution, except as provided below in this Section 1, or integrity). You shall assist us, at our request and expense, to further evidence, record and enforce such rights and licenses granted hereunder. Furthermore, you understand that we retain 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 us 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 these Terms of Use, and (c) for images you upload to the icon library on the Services (the “Icon 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 Icons, 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.

2. CHOOSING LICENSES FOR YOUR ICONS

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

(A) Public Domain. You may designate an Icon you upload as being “Public Domain.” This means that you aren’t licensing the Icon, but rather stating that the Icon is free of known copyright restrictions throughout the world. By marking an Icon as Public Domain, you are representing and warranting (to us and to any user of the Services) that (i) there are no attribution or payment requirements associated with another user’s use of such Icon, 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 Icon. For more details on the Public Domain designation, see Creative Commons at https://creativecommons.org/publicdomain/mark/1.0/.

(B) Attribution License. Through the Services, you may apply the Creative Commons Attribution 3.0 International (CC BY 3.0) license (“Attribution License”) to an Icon you own or have the right to license. The Attribution License allows other users to use your Icon for free through the Services, as long as they attribute it to you. For more details on the Attribution License, see Creative Commons at https://creativecommons.org/licenses/by/3.0/.

(C) Royalty-Free License. Notwithstanding the foregoing, if you choose to apply the Attribution License to an Icon, you also agree that the attribution requirement will not apply if a user purchases, subject to the additional license terms and payment of License Fees located at https://thenounproject.com/pricing, a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, and transferable license to copy, reproduce, modify, publish, display, distribute, create derivative works of, and otherwise exploit such Icon (a “Royalty-Free License”), and you hereby grant all such Royalty-Free Licenses, subject to any additional restrictions on such licenses described in the Terms of Use.

3. RECEIVING COMPENSATION FOR USE OF YOUR ICONS

If you make an Icon available under an Attribution License, and another user or customer of the Services decides to pay the applicable License Fee in order to obtain a Royalty-Free License for such Icon, Noun Project will pay you the following fees:

  1. A revenue share of sixty percent (60%) of the amount of the Net Profits that we receive from the direct sale of such Icon.
  2. A revenue share percentage based on the amount of the Net Profits we receive from our Subscription Account Programs (NounPro and NounTeam access) as follows: you will receive an amount equal to forty percent (40%) of the Subscription Per Icon Royalty (as defined below) for each time one of your Icons is downloaded by a customer of a Subscription Account Program. The Subscription Per Icon Royalty, which is calculated at the end of each calendar month, is equal to (i) the total Net Profits received by us in such month from our Subscription Account Programs divided by (ii) the total number of Icons downloaded in such month from such Subscription Account Programs. Because the Subscription Account Per Icon Royalty is based on the amount of Net Profits received, and the number of total Icons downloaded, in a particular month from the Subscription Account Programs, the Subscription Account Per Icon Royalty is subject to change each month.
  3. A revenue share percentage based on the amount of the Net Profits we receive from our API Access Program as follows: you will receive an amount equal to forty percent (40%) of the API Per Icon Royalty (as defined below) for each time one of your Icons is used through the API Access Program. The API Per Icon Royalty, which is calculated at the end of each calendar month, is equal to (i) the total Net Profits received by us in such month from our API Access Program divided by (ii) the total number of Icons used in such month from such API Access Program. Because the API Per Icon Fee is based on the amount of Net Profits received, and the number of total Icons used, in a particular month from the API Access Program, the API Per Icon Fee is subject to change each month.

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

Within ten (10) business days after the end of each full calendar month in which the Net Profits are received, Noun Project shall remit payment to you of the fees described above for the month then ended. At such time, you will also have access though your user account to a summary of such payments and how they were calculated. An example of such summary is located at https://thenounproject.com/creators. 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 these Additional Creator Terms, or amounts due to any breach of the Terms of Use (including these Additional Creator Terms) 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 the Terms of Use (including these Additional Creator Terms). We may withhold any taxes or other amounts from payments due to you as required by law. For the avoidance of doubt, The Noun Project is solely responsible for determining the amounts charged to users for Photos and such pricing is subject to change at any time without notice to you.

4. 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; (v) any other party's access and use of the Service with your unique username, password or other appropriate security code or (vi) any claim or damages that arise as a result of any of your User Submissions or any Content that is submitted via your account.

5.QUESTIONS OR CONCERNS

If you have any questions or concerns regarding the Additional Creators Terms, please send us a detailed message to info@thenounproject.com, and we will try to resolve your concerns.

Effective Date: September 21, 2020