Font Awesome Pro License

Link to "Background" Background

The Company develops Font Awesome Free, a set of icons, related computer software, and other material published at github.com/FortAwesome/Font-Awesome and fontawesome.com. This license is for Font Awesome Pro, a suite of additional Pro Icons and Pro Software:

1. Pro Icon Packs of Pro Icons not available in Font Awesome Free, and variants of Font Awesome Free icons in different styles
2. Duotone Icons, Pro Icons that are variants of Font Awesome Free and Font Awesome Pro icons in two colors, rather than one
3. Design Plugins, Pro Software that makes using Font Awesome Free and Font Awesome Pro in graphics editing applications easier
4. Icon Subsetters, Pro Software for preparing files that contain subsets of Font Awesome Free and Font Awesome Pro icons that are more efficient to Embed

Link to "License" License

License Grant

In exchange for the fee the Customer owes under Payment, the Company grants the Customer a license, under all the copyrights and any patent rights the Company can license during the term of this agreement, to use Font Awesome Pro as described in What the Customer May Do, What Creators May Do, and What Creators May Not Do.

Public Licenses

The license granted under this agreement is in addition to, and separate from, the Company's public licenses for Font Awesome Free. This agreement and the public licenses for Font Awesome Free will be read separately, as independent legal documents.

Link to "What the Customer May Do" What the Customer May Do

Manage Creators

The Customer's Seat Count is the number of "seats" the Customer bought through the Web Store. The Customer may appoint up to that many individuals as Creators under this agreement at any given time. The Customer may remove people as Creators under this agreement, to make room for others within the Customer's Seat Count. To remove Creators, the Customer must first ensure that they stop using Pro Icons and remove copies of Pro Icons and Pro Software from their computers.

Download, Backup, and Share with Creators

The Customer may download Pro Icons and Pro Software from the Web Store, make backups, and share copies with their Creators.

Link to "What Creators May Do" What Creators May Do

Copy, Change, and Share with Other Creators

Creators may make copies of Pro Icons and Pro Software, make changes to Pro Icons, and share their changes with other Creators.

Embed in Projects

Creators may Embed Pro Icons, with or without changes, in Projects. For example:

• Creators may Embed Pro Icons in documents.
• Creators may Embed Pro Icons in designs and graphic art.
• Creators may Embed Pro Icons in websites, e-books, and apps.

Pass on Permission to Use Projects

Creators may pass on permission to others to copy, publicly display, and perform Projects that Embed Pro Icons, as part of those Projects. For example:

• Creators may Embed Pro Icons in documents.
• Creators may Embed Pro Icons in designs and graphic art.
• Creators may Embed Pro Icons in websites, e-books, and apps.

Use Pro Software

Creators may install and run Pro Software for their own use, on their own computers.

Exception for Limited License Customers to Acquired Rights

The Company offers plans which include a perpetual license for use (as described herein), as well as plans which include limited licenses. The prices and specifics of each plan, including the type of license granted, are described here: https://fontawesome.com/plans (the "Plans Page"). Customers who purchase plans with limited licenses are, herein, "Limited License Customers." Notwithstanding anything to the contrary herein, the rights and permissions granted to Limited License Customers shall be limited according to the specific plan they purchase, described on the Plans Page. Such limitations may include, but may not be limited to, the following:

• certain Limited License Customers shall not have access to download Pro Icons,
• certain Limited License Customers shall not have a perpetual license to use Pro Icons, and
• certain Limited License Customers shall not be permitted to use Pro Icons after their subscription ends and this agreement is terminated.

Link to "What Creators May Not Do" What Creators May Not Do

Distribute to Non-Creators

Creators may not make, share, or publish standalone copies of Pro Icons or Pro Software for non-Creators. For the purpose of clarity (and not for limitation), the use of Pro Icons or Pro Icons Software must constitute a new or separate work. Making, sharing, or publishing copies of Pro Icons or Pro Software in a non-transformative way or in a manner where the Pro Icons or Pro Software are the primary part of what is being made, shared, or published is expressly prohibited.

Pass on Permission to Make Changes

Creators may not give non-Creators permission to make changes to Pro Icons or Projects that Embed Pro Icons.

Pass on Permission to Embed

Creators may not give non-Creators permission to Embed Pro Icons in new Projects of their own, or to Embed them in Projects in new ways. Similarly, Creators may not give non-Creators permission to use Pro Icons or Projects that embed Pro Icons for further use or resale.

Link to "Updates" Updates

This agreement covers:

1. currently available Pro Icons, and any new Pro Icons the Company releases as part of Font Awesome Pro during the term of this agreement.
2. current versions of Pro Software, and any new versions of Pro Software the Company releases during the term of this agreement

After this Agreement Ends

When this agreement ends, the Customer's license continues for versions already covered by this agreement under Updates. The Customer's license will not cover new versions released after this agreement ends. The Customer may continue to add and remove Creators under Manage Creators.

Exception for certain Limited License Customers Following End of Agreement

Notwithstanding anything to the contrary herein, if the plan purchased by a Limited License Customer does not include a perpetual license, such Limited License Customer shall not be permitted to use Pro Icons after their subscription ends and this agreement is terminated.

Link to "Downloads" Downloads

While this agreement continues, the Company agrees to make the latest versions of Pro Icons and Pro Software available to download via the Web Store .

Link to "Web Store Credentials and Keys" Web Store Credentials and Keys

The Customer agrees to keep license keys for Font Awesome Pro confidential, and to ensure that the Customer's employees, contractors, Creators, and other personnel keep them confidential, as well. The Customer agrees to keep the Customer's Web Store access credentials confidential, and to ensure that only the Customer accesses the Web Store with the Customer's credentials.

Link to "Payment" Payment

The Customer agrees to pay the license fee for Font Awesome Pro specified via the Web Store at the time Customer entered this agreement, using a payment method accepted by the Web Store .

Link to "Term" Term

This agreement will continue for the term specified via the Web Store. When that term ends, this agreement will expire.

Link to "Enforcement" Enforcement

If the Company discovers reason to believe the Customer or any of their Creators has breached this agreement, the Company may terminate this agreement, restrict the Customer's ability to download Pro Icons and Pro Software from the Web Store, or both. The Company agrees to send notice to the e-mail address the Customer provided via the Web Store promptly after terminating this agreement or restricting access. These abilities do not limit the Company's ability to enforce this this agreement in other ways, such as by taking legal action.

Link to "Guarantee" Guarantee

The Company guarantees that the Company has all legal rights needed to license the Pro Icons and Pro Software under this agreement.

Link to "Disclaimer" Disclaimer

The Company makes only the guarantee in Guarantee. Otherwise, the Company provides Font Awesome Pro entirely as is, without any warranty at all. The terms set forth herein are exclusive and in lieu of all other express and implied warranties and conditions whatsoever, whether statutory, commonlaw, or otherwise, including but not limited to implied warranties of merchantability, fitness for particular purpose and satisfactory quality. customer expressly waives any rights that it might otherwise have.

Link to "Limited Damages" Limited Damages

If the Customer takes legal action against the Company related to Font Awesome Pro, under contract law, tort law, or any other kind of law, the Customer 's damages will be capped at the amount of fees the Customer actually paid the Company under this agreement. Under no circumstance shall the Customer be entitled to punitive, exemplary, consequential, or indirect damages. If the Company takes legal action against the Customer related to Font Awesome Pro, under contract law, tort law, or any other kind of law, Font Awesome Pro shall not be entitled to receive punitive, exemplary, consequential, or indirect damages.

Link to "General Contract Terms" General Contract Terms

Entire Agreement

These are the final, complete, and only expression of our agreement about Font Awesome Pro.

Enforcement by the Parties

Only the Customer and the Company can enforce rights under this agreement.

Amendments

We will change or add to the terms of this agreement only by cosigning written amendments.

No Assignment

The Customer may not assign any right or license under this agreement. The Company may assign its rights and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires Company assets related to Font Awesome Pro or enough securities to control the Company's management. Any attempt to assign against the terms of this agreement will have no legal effect.

Arkansas Law

The law of the State of Arkansas will shall govern this agreement.

Terms of Service

This agreement is also subject to the Terms of Service between the parties. The Terms of Service, available on the fontawesome.com website, are incorporated into this agreement by reference as if fully restated herein. This agreement such Terms of Service shall be read and interpreted together.

Disputes

Forum and Arbitration - The parties agree that any dispute between them relating in any way to the terms herein shall be subject to mandatory and binding arbitration. Such arbitration shall be conducted by an arbitrator mutually agreeable to the parties and pursuant to the procedural rules of the American Arbitration Association (the “AAA”), though the arbitration need not necessarily be conducted through the AAA. In the event the parties cannot agree to a single arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third, and the subject arbitration shall be conducted by the three arbitrators. All costs for such arbitration shall be shared equally among the parties (with the exception of attorney's fees, which shall be bourne by the party incurring such costs), and the prevailing party shall be entitled to an award of costs and fees against the non-prevailing party. In the event this clause is held invalid or unenforceable, Tthe parties agree that the sole and exclusive jurisdiction for to bring any lawsuits related to this agreement shall be in in the United States District Court for the Western District of Arkansas or the state courts sitting in Bentonville, Arkansas, (the “Designated Courts”).

Exclusive Jurisdiction - Each party consents to the exclusive jurisdiction of the Designated Courts, but that exclusive jurisdiction will not prohibit enforcement of any judgment obtained from Designated Courts in any other appropriate forum.

Inconvenient Forum Waiver - Each party waives any objection to venue for lawsuits related to this agreement in the Designated Courts, as well as any claim that a lawsuit related to this agreement in the Designated Courts is brought in an inconvenient forum.

Indemnity - The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, employees, agents, successors, and assigns, against all claims and suits by third parties for damages, injuries to persons (including death), damage to property, loses, and expenses including reasonable attorney's fees, arising out of or from Customer's use of Company's products and services, including all acts by Customer pursuant to this agreement.

Savings - If any provision herein, or the application of such provision to any person or circumstance, shall be held invalid by a court or arbitrator, the remainder of the terms herein, or the application of such provision(s) to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. The remaining terms shall be construed consistently with the terms and stated objectives herein to best give effect to the parties' intent.

Collective, Joint, and Class Waiver - The parties hereto agree that any claims by or among them shall be adjudicated on an individual basis and each of the parties expressly waives their right, if any, to participate in a class, collective, or other joint action concerning any claims by or among them.