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Font Awesome Pro License
========================
Last updated on July 12, 2018
as found at https://fontawesome.com/license on 30th March 2020
Fonticons, Inc., a Delaware corporation (the Company) and the company or individual buying a Font Awesome Pro license through the Web Store at fontawesome.com (the Customer) agree:
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
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.
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.
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.
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.
### 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.
Updates
-------
### Coverage
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.
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.
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.
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.
Term
----
This agreement will continue for the term specified via the Web Store. When that term ends, this agreement will expire.
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.
Guarantee
---------
The Company guarantees that the Company has all legal rights needed to license the Pro Icons and Pro Software under this agreement.
Disclaimer
----------
The Company makes only the guarantee in Guarantee. Otherwise, the Company provides Font Awesome Pro entirely as is, without any warranty at all.
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.
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.
### Delaware Law
The law of the State of Delaware will govern this agreement.
### Disputes
*Forum* - The parties agree to bring any lawsuits related to this agreement 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.
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