Legal

Additional Creator Terms - Photos

The Noun Project (“The Noun Project”, “we,” “us,” or “our”) offers Services designed to provide users access to a collection of photographs made available to us (“Photos”) by photographers from around the world.

These terms are applicable to any person who contributes Photos (“you”) 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 Photos to The Noun Project, you are bound by these Additional Creator Terms – Photos 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 PHOTOS 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 Photos, 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/privacy-policy. 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 Photos through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Photos as permitted (a) through the functionality of the Services, (b) under these Terms of Use, and (c) for Photos you upload to, or provide to us for inclusion in, the photo library on the Services (the “Photo 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 Photos, 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 PHOTOS

When you upload to or otherwise include a Photo in the Photo Library, you will be required to choose between various licenses or designations you wish to apply to other users’ use of such Photo, and communicate such choice to us in writing or via the Services. Regardless of how you designate a Photo for use by other users, please be aware that, as between you and us, Photos are considered User Submissions, and the license you grant to us above applies to our use and exploitation of all Photos. In uploading any Photo to the Services, you understand and agree that we may use and exploit such Photo as described above.

(A) Public Domain. You may designate a Photo you upload as being “Public Domain.” This means that you aren’t licensing the Photo, but rather stating that the Photo is free of known copyright restrictions throughout the world. By marking a Photo 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 Photo, 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 Photo. For more details on the Public Domain designation, see Creative Commons at https://creativecommons.org/publicdomain/mark/1.0/.

(B) Creative Commons Attribution NonCommercial NoDerivatives License (CC BY-NC-ND 2.0). Through the Services, you may apply the Creative Commons Attribution-NonCommercial-NoDerivs 2.0 Generic (CC BY-NC-ND 2.0) license (“Creative Commons License”) to a Photo you own or have the right to license. The Creative Commons License allows other users to use your Photo for free through the Services, as long as they attribute it to you and do not use the Photo for commercial purposes or to create derivatives. For more details on the Creative Commons License, see https://creativecommons.org/licenses/by-nc-nd/2.0/.

(C) Royalty-Free License. Notwithstanding the foregoing, if you choose to apply the CC BY-NC-ND 2.0 License to a Photo, 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, non-sublicenseable, perpetual, irrevocable, worldwide, royalty-free and transferable license to copy, reproduce, modify, publish, display, distribute, and otherwise exploit such Photo (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.

“Editorial Use Only” Designation. Regardless of the license you choose, if you do not have all of the required releases for a Photo, you must designate it as “Editorial Use Only.” This designation indicates to the user that the Photo does not have an associated model, property, or other required release, and that others may have rights in how the Photo is used, such as privacy or publicity rights.

3. RECEIVING COMPENSATION FOR USE OF YOUR PHOTOS

If you make a Photo available under a CC BY-NC-ND 2.0 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 Photo, 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 Photo.
  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 Photo Royalty (as defined below) for each time one of your Photos is downloaded by a customer of a Subscription Account Program. The Subscription Per Photo 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 Photos downloaded in such month from such Subscription Account Programs. Because the Subscription Account Per Photo Royalty is based on the amount of Net Profits received, and the number of total Photos downloaded, in a particular month from the Subscription Account Programs, the Subscription Account Per Photo 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 Photo Royalty (as defined below) for each time one of your Photos is used through the API Access Program. The API Per Photo 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 Photos used in such month from such API Access Program. Because the API Per Photo Fee is based on the amount of Net Profits received, and the number of total Photos used, in a particular month from the API Access Program, the API Per Photo 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 Photos, or subscription to the Subscription Account Programs or API Access Program, less (a) sales taxes, use taxes, royalty and other withholding taxes, VAT and any other taxes, duties, third-party mobile platform fees and commissions, third party service fees, 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 Photos infringe (or we reasonably suspects infringe) any intellectual property or other right of any third party.

By the last calendar day in the month that follows the 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 be provided to a summary of such payments and how they were calculated. 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 the extent you link your PayPal account to your Noun Project account, Noun Project reserves the right to withhold any royalty payments until such time as Noun Project has verified the validity of such PayPal account in order to prevent fraud. 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, TAKEDOWN REQUESTS, OR CONCERNS

If you have any questions or concerns regarding the Additional Creator Terms, please send us a detailed message to info@thenounproject.com, and we will try to resolve your concerns. If you wish for The Noun Project to remove your submitted Photos from the Service, please submit a written request to info@thenounproject.com identifying yourself and the Photo you would like removed. The Noun Project will make commercially reasonable efforts to remove the applicable Photo within fifteen (15) days after receiving such a request.

Effective Date: February 28, 2023