This API License and Development Agreement (this “Agreement”) is a legal agreement between Design Barn Inc. (IconScout), on the one hand, and you, on the other hand (In this Agreement, “You” and “Your” refer collectively to you and your organization).

IconScout is a design resources marketplace with high-quality design assets, including icons, illustrations, 3ds, and lottie animations. You will use our design assets library and integrate it using our given API services with your application to add design assets in your described service at your provided website link (the “Integrated Application”).

This Agreement addresses the following proprietary materials of IconScout:

1. Development tools for integrating your product or service with IconScout, such as applications, sample code, libraries, data, files and any updates to the foregoing that IconScout makes available to You on its developer website or otherwise (collectively, the “Developer Materials”);

2. IconScout’s design asset library, as available on IconScout, and updated from time to time on its sole discretion (the “Design Asset Library”);

3. IconScout’s web services-based applications programming interface to the IconScout, as further described on the developer website and as modified by IconScout from time to time in its sole discretion (the “IconScout API”); and

4. One or more IconScout Service accounts for integration, development, and trial purposes only, and not for Your internal productive purposes (Your “Test Accounts”)

1. Licence: For the duration and subject to the terms and conditions of this Agreement, IconScout grants to You a non-exclusive, non-transferable license to use the Developer Materials, Design Asset Library, the IconScout API and the Test Accounts solely for the purpose of designing Integrated Application to integrate with or share data between or otherwise communicate with the IconScout Service through the IconScout API. Also, all the resources you access with IconScout API are subjected to the license attached at the end of this Agreement in Appendix A.

2. Restrictions: You may not:

1. use the Developer Materials, Design Asset Library, IconScout API, or Test Accounts to design or develop anything other than an Integrated Application;

2. make any copy of the Design Asset Library than are reasonably necessary for the authorized use and backup and archival purposes;

3. modify, create derivative works of, reverse engineer, reverse compile, or dissemble the Developer Materials, the IconScout API or the IconScout Service;

4. remove any trademarks, logos, copyright notices or labels displayed on the Developer Materials, Design Asset Library, the IconScout API or IconScout Service or any copies made by You, or

5. distribute, sell, lease, rent, lend, sublicense, or provide any access to any part of the Developer Materials, Design Asset Library, IconScout API or Test Account to any third party except as included within and necessary to distribute an Integrated Application. You have no authority to distribute the IconScout Service or make it available to customers, unless granted in a separate agreement between You and IconScout. Accordingly, in order to use an Integrated Application with the IconScout Service, a customer must set up an IconScout service account, agree to IconScout’s standard Terms of Service, and pay IconScout’s applicable fees, unless otherwise provided in a separate agreement between you and IconScout.

3. Key: IconScout will assign You a unique identifier for Integrated Application (the “Key”). You will need to pass this unique Key along with the provided Secret with all the requests you make with IconScout API. You acknowledge and agree that this Key is the property of IconScout, and that the misuse of this Application Key by You or a third party could cause substantial loss and damage to IconScout and its sellers. Accordingly, You will implement appropriate measures to protect the security of the Key and not provide the Key to any third party, and You will notify IconScout promptly if You suspect it has been misappropriated or misused or lost or stolen or otherwise accessible to a third party without rights to use it.

4. Approval: You will obtain written approval from an authorized officer of IconScout, which may be in the form of email. IconScout will review the Integrated Application for merchantable quality and compliance with this Agreement at any time during the term. IconScout will not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of Your development of the Integrated Application regardless of whether IconScout approves it. You will be solely responsible for assuring that the Integrated Application conforms to Your use case of the Integrated Application disclosed to IconScout and specifications and documentation you provide to your users, is free of defects in design and operation, and complies with applicable laws and regulations. You will also be solely responsible for end user customer support and warranty of Your Integrated Application. In the event that You materially modify or update the Integrated Application, You will notify IconScout and IconScout will have the option to review it, and to approve it or not, in IconScout’s sole discretion.

5. Marketing and Publicity: Subject to written approval, You and IconScout may both publicize that You and IconScout have entered into this Agreement and, subject to IconScout Service. You agree to promote the IconScout Service on Your website, and in marketing materials such as advertising, printed materials, and direct marketing. IconScout may promote the Integrated Application in a listing on IconScout’s publicly available website and through other methods at IconScout’s sole discretion. You may use the approved IconScout trademark on sales and marketing materials, on Your website and in Your products, provided that the specific usage is approved by IconScout in writing and usage is consistent with any Trademark, logo and usage guidelines supplied by IconScout from time to time and that You follow IconScout then-applicable API Naming and Advertising Restrictions, the current version of which is set forth on the IconScout developer website. IconScout may amend its logo and naming conventions or modify the API Naming and Advertising Restrictions from time to time in its sole discretion. You agree to update Your marketing materials or usage of IconScout trademarks or logos within thirty (30) days (or such other mutually agreed upon timeline) of being requested to do so. For clarity, all uses of the other party’s trademark(s), and all media releases, public announcements, and public disclosures by either party relating to this Agreement, will be subject to review and written consent by the other party prior to release. Either party may revoke their consent to such use at any time with written notice.

6. Support: At its sole discretion, IconScout will support You in Your proper use of the Developer Materials, Design Asset Library, the IconScout API and the Test Accounts. Support may include answering questions or otherwise assisting You in your proper use of the licensed materials. If IconScout does provide You support, then the fees for such support (if any are charged) will be posted on IconScout’s developer website or otherwise agreed to in advance an order form between the parties (as relevant). For clarity, if support fees are posted after you have received support, fees shall only apply prospectively, and not retroactively. Either party may at any time discontinue support with notice to the other party.

7. Fees: As consideration for the rights and licenses granted to You under this Agreement, You agree to pay IconScout the API License fees as per your API usage. The fees are non-refundable. You are responsible for any taxes that may be levied on the developer Materials, Design Asset Library, the IconScout API or Your or Your customers’ use of them. These fees are valid for a year, with year long commitment from You, from the date of signing this Agreement.

8. Your Obligations: You are responsible for ensuring that Your employees, contractors, affiliates and/or agents (collectively “Your Representatives”) comply with this Agreement and applicable law. You must provide IconScout with current, complete and accurate registration information on the IconScout developer website, and You must provide IconScout promptly with updates to keep it current, complete and accurate. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and/or Your Representatives in connection with the Developer Materials, Icon Library, the IconScout API, the Application Key, the Integrated Application and Your related development and distribution efforts, including, but not limited to, any network and server equipment, Internet service(s), or any other hardware, software or services used by You and/or Your Representatives.

9. Acceptable Use: Neither You nor Your Representatives or customers may upload or otherwise transmit to IconScout or the IconScout Service any material containing software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware. Notwithstanding any other provision of this Agreement, if Your Integrated Application causes undue technical stress to the IconScout, interferes with use of the IconScout Service by others, or transmits information or transactions that IconScout believes are illegal or fraudulent, Iconsout reserves the right to revoke Your Application Key and block access by You, Your Representatives and Your customers immediately and indefinitely.

10. Third Party Websites: The IconScout developer website or the Developer Materials may contain or reference links to third party websites. The inclusion of any link does not mean an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by IconScout or its suppliers of any information contained in any third party website. Access to any other website is at Your own risk, and You should be aware that linked websites may contain terms and privacy policies that are different from those of IconScout and its suppliers. Neither IconScout nor its suppliers are responsible for such provisions, and expressly disclaim any liability for them.

11. Proprietary Rights: As between You and IconScout, IconScout owns all right title and interest in and to the Developer Materials, Design Asset Library, the IconScout API, Application Key, the Test Accounts, IconScout Services and any modifications, enhancements, updates and derivative works thereof. As between You and IconScout, You own the title and intellectual property rights to the Integrated Application and any modifications, enhancements, updates and derivative works thereof.

12. Confidential Information: “Confidential Information” means any and all information disclosed by either party to the other that is marked “confidential” or “proprietary” or that should reasonably be understood to be confidential or proprietary, including without limitation computer programs (in both source code and object code), inventions, designs, test results, nonpublic financial information and business plans. IconScout Confidential Information includes, without limitation, the Developer Materials, Icon Library, the IconScout API, Application Key, the Test Accounts, IconScout Services and any modifications, enhancements, updates and derivative works thereof. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure without restriction on use or disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party without use of the other party’s Confidential Information, which independent development can be shown by written evidence. Neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. You and IconScout shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will you or IconScout use less effort to protect the Confidential Information of the other than used to protect its own Confidential Information of like importance. You and Iconsout will ensure that any employees, agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by law, regulation or standards and to any governmental agency or standards body or regulatory body, provided that before disclosing such information if reasonable to do so given the relevant regulation, standard or law, the disclosing party must provide the non-disclosing party with sufficient advance notice of the request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. The parties agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm to the disclosing party. Accordingly, in the event of any breach or threatened breach of the foregoing confidentiality obligations, the disclosing party shall be entitled to obtain equitable relief in addition to any other remedy.

13. Feedback: You may provide feedback to IconScout regarding Developer Materials, Design Asset Library, the Iconsout API, Application Key, the Test Accounts, IconScout Services and any modifications, enhancements, updates and derivative works thereof (“Feedback”). Iconsout will own and have a right to fully exploit such Feedback as it deems appropriate. You hereby agree to and hereby do make assignments necessary to accomplish the same.

14. Term; Termination: The term of the Agreement will be one (1) month or year from the date You accept it. Thereafter, the term of this Agreement will automatically renew for successive one (1) month or year terms, unless sooner terminated as set forth herein. If either party notifies the other party in writing at least fifteen (15) days prior to the expiration of then-current term that it (1) desires not to renew the terms of the Agreement, then the Agreement will expire at the end of then-current term; or (2) wants to change the terms of the agreement. In the event that either party shall materially fail to perform or comply with the terms of this Agreement, the other party may terminate this Agreement upon fifteen (15) days prior written notice. Either party shall have a right to terminate this Agreement for convenience with fifteen (15) days’ written notice. You agree, upon termination, to destroy all copies of the Developer Materials then within Your possession or control and to cease all use of the IconScout API, Your Application Key, and Your Test Accounts. Sections 2 (Restrictions), 7 (Fees), 11 (Proprietary Rights), 12 (Confidential Information), 13 (Feedback), 14 (Term, Termination), 16 (Indemnification), 17 (Disclaimer of Warranties and Limitation of Liability), and 18 (Miscellaneous) shall survive any termination or expiration of this Agreement.

15. Modification: Iconsout may modify this Agreement from time to time by posting the modified Agreement to its developer website. If You or Your Representatives, or Your customers continue to use the Developer Materials, the Iconsout API, or the Application Key following such modifications, such use constitutes Your agreement to be bound by the modifications. If you do not agree to the modifications to this Agreement, you must stop all use of Developer Materials, the Iconsout API and the Application fee and return the same to IconScout together with notice that you intend to terminate this Agreement.

16. Indemnification: You will indemnify, hold harmless, and defend IconScout, its officers, directors, and employees from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred as a result of the use, marketing, distribution, or sale of the Integrated Application or any use of Developer Materials, Design Asset Library, IconScout APIs or Test Accounts in a manner which is not consistent with the terms of this Agreement, including any claims alleging that the Integrated Application infringes any third party intellectual property rights. In connection with any such indemnity IconScout will promptly notify You of the claim.

17. Disclaimer of Warranties and Limitation of Liability: THE DEVELOPER MATERIALS, DESIGN ASSET LIBRARY, THE ICONSCOUT API AND THE TEST ACCOUNTS ARE PROVIDED BY ICONSCOUT ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE DEVELOPER MATERIALS, THE ICONSCOUT API AND ANY INTEGRATED APPLICATION. ICONSCOUT DOES NOT WARRANT THAT ITS DEVELOPER MATERIALS, THE ICONSCOUT SERVICE OR THE ICONSCOUT API ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS. NEITHER ICONSCOUT NOR ITS DISTRIBUTORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF FORESEEABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ICONSCOUT DOES NOT WARRANT THAT THE DEVELOPER MATERIALS AND THE ICONSCOUT WILL ASSIST IN DEVELOPMENT OF THE INTEGRATED PRODUCT OR THAT ANY INTEGRATED PRODUCT WILL BE COMPATIBLE WITH ANY ICONSCOUT PRODUCTS OR SERVICES, OR THAT YOU WILL RECEIVE ANY ORDERS, SUBSCRIPTIONS, OR REVENUE DUE TO YOUR USE OF THE DEVELOPER MATERIALS OR THE ICONSCOUT API. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Miscellaneous: This Agreement will be governed by and interpreted in accordance with the laws of United States. The exclusive jurisdiction for any disputes arising under this Agreement shall be the state and federal courts located in California, United States. Neither party may assign this Agreement by operation of law or otherwise without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning party’s assets. Any attempted assignment in violation of the preceding sentence will be void. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. You agree that You will not export or re-export the Developer Materials (or any copy thereof) IconScout API or Test Accounts in violation of any applicable laws or regulations of the United States or the country in which You obtained them. Nothing herein will constitute any association, partnership or joint venture between the parties, and neither party will have the power to legally bind the other party. This Agreement is intended for the sole and exclusive benefit of You and IconScout and not for any third party. To the extent that any terms in this Agreement are inconsistent with any terms of any agreement You may enter into with any customers pertaining to their use of any Integrated Application, the terms of this Agreement and of any agreement between IconScout and such IconScout seller shall govern. Written notice to You from IconScout shall be deemed delivered if delivered in accordance with this Agreement or upon sending an e-mail to the e-mail address in Your IconScout registration, or courier or mail to the physical address as provided in this agreement. Written notice by You to IconScout shall be deemed delivered upon sending an email to the e-mail address then set forth on the IconScout developer website, or courier or mail to the physical address as provided in this agreement. Nothing hereunder will prevent or restrict Iconsout from discontinuing access to or changing in its sole discretion and at any time any Developer Materials, Iconsout Library, the IconScout API, this Agreement, or any IconScout products or services. This Agreement is the parties' complete and exclusive agreement with respect to its subject matter, and supersedes any and all prior communications and understandings regarding their subject matter. IconScout’s employees are not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties binding on IconScout, except in a written agreement signed by an authorized officer of IconScout that expressly supersedes this Agreement in whole or in part.

Appendix A: IconScout API Resource License Terms

The license is the legal agreement between you and IconScout, an ongoing, non-exclusive, worldwide license to use of the icons, illustrations, 3ds and lottie animations you have downloaded from Design Asset Library using IconScout API, hereinafter referred to as the "Design asset". By downloading Design asset, you accept the terms of this agreement.

Allowed Usages:

1. Integration in Applications: The design asset can be used in various integrated applications, including desktop, web, or mobile apps. These apps can be text and graphics editors, presentation makers, video editors, website generators, and mobile app creators. Any other usage requires prior approval.

2. Digital Reproduction: Design asset is allowed for digital reproduction, including websites, documents, images, email marketing, and applications.

3. Audio-Visual Productions: Design asset can be incorporated into films, videos, or other audio-visual productions for distribution in any medium, regardless of audience size.

Restrictions on Usage:

1. Separation from Integrated Application: Design asset cannot be downloaded or used separately from the Integrated Application unless specified in a separate agreement.

2. Prohibition on Reselling and Redistribution: Reselling, redistributing, providing access to, sharing, or transferring any design asset is not permitted unless specified in a separate agreement.

3. Inappropriate Use: The design asset must not be used to create pornographic, libelous, obscene, or defamatory material.

4. Copyright Infringement: The design asset must not be used in a way that infringes any copyright, trade name, trademark, or service mark. All digital assets, metadata, and design asset accessed through this API remain the intellectual property of their respective owners. You cannot falsely represent, either directly or by implication, that the resource was created by you or someone other than the copyright holder(s) of that design asset.

5. Scrapping Restrictions: Scraping or automated retrieval of design assets, metadata, or any other content from this API is strictly prohibited. Users must utilize the provided endpoints and adhere to rate limits for accessing resources.

6. Rate Limiting: To ensure fair usage and maintain system stability, this API enforces rate limits on requests. Users must adhere to these limits, and excessive requests may result in temporary or permanent suspension of access.

7. Storage Restrictions: Users are explicitly prohibited from storing design assets obtained through this API on their own services or systems. Design assets must be accessed and used in real-time and cannot be cached or stored locally.