These terms and conditions (these “Terms”) apply to the purchase and sale of products and services, through iconscout.com (collectively “Site”). These Terms are subject to change by Design Barn Inc. (referred to as “Designbarn”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, at our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any license and downloading any Contents, that are available through this Site. Your continued use of this Site to download and/or use Content, after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. If you do not agree with any of the changes do not download or upload any Content.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU, REGARDING ANY CONTENTS LICENSED TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY DOWNLOADING THE CONTENT FROM THIS SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR DOWNLOAD THE CONTENT FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH DESIGN BARN INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

1. Content. The terms “Content” as used herein, shall mean all contents available for license from our Site, including but not limited to icons, illustrations, images, animation, 3d illustrations, drawing available for download from the Site.
   1. Content Types
      1. You can upload Icons, Illustrations, 3D Assets, and Lottie Animations on IconScout. IconScout follows the structural procedure for uploading any content and holds all the rights to accept or to remove any content from the platform. If your uploaded content doesn’t follow IconScout Submission Guidelines or violating Terms of Services then IconScout will not accept the content or remove the already uploaded content.
      2. In case of termination of the agreement, if you or IconScout remove or opt out of your content from the platform, the content which is already licensed to users will be applicable to use by them. Removed content will also be available for license to those customers that previously downloaded the “comp” version.
      3. After you remove or opted out content from IconScout, we will make sure that your content is removed from all our partner/affiliate website within 30 days period.
      4. Once IconScout grant the license of any content which is later removed from the platform issued licensed will remain in full force and effect.
      5. IconScout holds all the rights to use your content in promotional work.
   2. Ownership. You hold the ownership of your content. By uploading your content on IconScout, you grant us permission to resell your content with worldwide audience. Any user can use your content in accordance with the Licenses issued by IconScout.
   3. Submission Guidelines. You agree to follow IconScout’s Guidelines for submission of content. IconScout strictly follows all the rules and constraints mentioned in guidelines and upon not adhering it your content cannot be accepted on the platform.
   4. Licenses.
      1. IconScout has two different types of Licenses: Digital License and Physical Unlimited License. When you submit any Content on IconScout, you agree that your Content will be available to download under all the licenses.
      2. All the licenses come with limitations of use and other terms associated with it. Please follow this link to learn more about Licenses: https://iconscout.com/licenses
2. Order Acceptance and Cancellation. You agree that your order is an offer to license, under these Terms, all Contents listed in your order. All orders must be accepted by us or we will not be obligated to license any Content to you. We may choose not to accept orders at our sole discretion.
3. License Grants. Designbarn and various contributors who provides Contents to us (“Contributors”) own all rights to the Contents. Subject to the terms and conditions of these Terms, Designbarn hereby grants you an ongoing, personal, non-exclusive, non-transferable, and non-sublicensable license, to use, reproduce, perform, display, transmit the Content. Except as granted herein, all rights to the Content are expressly reserved by Designbarn for itself and its Contributors.
4. Restrictions on the Use of Content. You may not a. Use Content other than as expressly provided by the license you purchased. b. Resell or transfer or share any Content except as expressly provided by the license you purchased. c. Use Content in a manner that infringes any third-party intellectual property rights. d. Use Content in a manner that would give rise to a claim of deceptive advertising or unfair competition. e. Use Content, or any part thereof, as a company logo, trademark, or other indication of origin. f. Represent in any way that the Content was created by you or a person other than the copyright holder(s) of the Content. g. Use Content in a pornographic, defamatory, deceptive context or in a way that a reasonable person would find offensive, libelous, obscene, or illegal.
5. Representations and Warranties 5.1 We represent and warrant that: a. The Content in its original unaltered form and used in full compliance with these Terms and applicable law, do not infringe any third-party intellectual property rights. b. The Content in its original unaltered form and used in full compliance with these Terms and applicable law, do not violate any third parties’ right to privacy or publicity. c. The Content in its original unaltered form and used in full compliance with these Terms and applicable law, do not violate any US law, statute, ordinance, or regulation. d. The Content in its original unaltered form and used in full compliance with these Terms and applicable law, will not be defamatory, libelous, pornographic, obscene, or illegal. e. Our Content contributors have granted us all necessary rights in and to the Content to grant the rights set forth herein, as applicable.

5.2 You represent and warrant that: a. Except as provided herein, you will not sell, sublicense or otherwise transfer to anyone, the Content or the right to use the Content. b. You will take reasonable steps to prevent third parties from duplicating the Content.

5.3 Each Party has the full right, power, and authority to grant the rights and licenses granted hereunder, and to perform its obligations under these Terms;

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, (A) EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT; AND (B) DESIGNBARN MAKES NO REPRESENTATION AND WARRANTY AS TO USE OF ANY NAME, TRADEMARK OR WORK OF ART DEPICTED IN THE CONTENT; (C) DESIGNBARN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6. Indemnification. 6.1 Subject to Limitation of Liability (Section 7) and provided You have not breached any Term, we shall indemnify, defend, and hold harmless, against all losses arising out of or resulting from any claim, suit, action, or proceeding (each, an "Action") by any third-party claim directly attributed to our breach of the express warranties and representations made in Section 5. We shall not be liable for any damages or costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content. Such indemnification is conditioned upon you notifying us in writing, of such claim or threatened claim, no later than five (5) days from the date you know or reasonably should have known of the claim or threatened claim. The notification must be emailed to [email protected] with a certified copy to Design Barn Inc, 650 California St. Floor 7, San Francisco, CA 94108 United States, Attention: Chief Financial Officer. You agree to cooperate with us in the defense of such a claim.

6.2 You shall indemnify, defend, and hold harmless us against all Losses arising out of or resulting from any Action by a third party related to or arising out of your use of Content. You further agree to indemnify us for all costs and expenses that we incur in the event that you breach any of these Terms.

7. Limitation of Liability. WE HAVE BEEN GIVEN ASSURANCES OF THE CONTENT SALABILITY, MERCHANTABILITY, AND COMPLIANCE FROM OUR CONTRIBUTORS. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES [LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE], ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE CONTENT YOU HAVE ORDERED THROUGH OUR SITE.

The limitation of liability set forth above shall only apply to the extent permitted by law.

8. Fees and Refunds. 8.1 Fees. You agree to pay fees as provided on the Site. 8.2 Refund. Except when required by law, all fees are non-refundable. You authorize us to charge you all subscription fees for the duration of the term agreed to at the time of purchase.

9. Customization or Derivative Work. If you customize the Content or create a derivative work based on the Content, all rights in and to such Content or image, shall be owned by us or our Contributors, subject to your use of the Content, pursuant to the terms set forth herein.

10. Privacy. We respect your privacy and are committed to protecting it. Our (Privacy Policy)[https://iconscout.com/legal/privacy-policy], governs the processing of all personal data collected from you in connection with your purchase and license of Content through the Site.

11. Plagiarism/Awful activity. The Account will fall under plagiarised case if it was found under below condition(s) and IconScout by Lottiefiles will have the authority to Block/Delete/Freeze/ or take necessary action over account & Earnings.

11.1 Designers who submit assets to our platform represent and warrant that their work is original and does not infringe upon any copyright, trademark, or other intellectual property rights of third parties. If it is determined that a designer has submitted plagiarized or infringing assets, IconScout acquired by LottieFiles reserves the right to impose a penalty fee to cover any costs or damages incurred as a result of the infringement. This may include legal fees, damages paid to third parties, or other associated costs.

11.2 If a contributor duplicates another contributor’s assets, or uploads other contributors’ assets under their account with minor colour changes, it will be considered a duplication of assets.

11.3 If the icons and illustrations do not belong to the contributor's own portfolio, the contributor must have the necessary licenses to both animate them and resell or redistribute them, failing to produce the licence brings it under plagiarism. However,If you have icons and illustrations in your portfolio, you can animate them and upload them to your account.

11.4 If any contributor is discovered downloading his own assets through another account or any other medium, it will be considered an awful activity. The company has the authority to take below listed actions as necessary

11.5 If a contributor has created Exclusive assets for IconScout, they are not allowed to share or resell them on any other platform. If there is any evidence of this, all benefits will be taken away, and legal action will be taken.

11.6 Any contributor attempting to trace another contributor’s assets and uploading them under his or her personal account will be accused of plagiarism, and their account will be deleted.

11.7 Even minor instances of using another contributor’s work or assets in your own content are considered plagiarism.

11.8 Replicating designs that were inspired by the works of other contributors will also be regarded as plagiarism. It is not permitted to base a new design on the work of other contributors, even if it incorporates your own unique elements.

12. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

13. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California.

14. Dispute Resolution and Binding Arbitration. 14.1 YOU AND DESIGNBARN ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

14.2 You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR DESIGNBARN WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS/LICENSEES IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

15. Contributor Royalties. The IconScout (acquired by LottieFiles) have the authority to modify royalty rates anytime in line with current market conditions and sustainability requirements.

Royalties come from two different sources: IconScout premium subscriptions, and API usage.

In the event that IconScout is obliged to pay any taxes to third parties for purchase of the file (for example, via an Apple In-App Purchase), the amount of royalties paid to the contributors will be calculated from the net amount IconScout receives after paying all taxes.

16. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

17. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Designbarn.

18. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

19. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

20. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.