Web Awesome Pro License

Spirit

The Web Awesome Pro license lets you use premium UI components, themes, and related software for unique end-user projects such as websites and apps. You can distribute these projects, but they must not compete with Web Awesome or make Web Awesome Pro assets available to non-Creators. When we refer to the License, we’re referring to the rights and obligations contained in this document.

In this License, when we refer to the Company or to us, we’re referring to Fonticons, Inc. When we refer to the Customer or to you, we’re referring to the user of the products and services described in this License.

When we capitalize terms in this License, we’re using the definition that is contained in this License. If we don’t define a capitalized term, than that term has the definition that is given to it by the Company’s website.

Background

The Company develops Web Awesome Free, a set of open-source UI components, themes, and related materials under the MIT license. This license is for Web Awesome Pro, a suite of additional Pro Assets and Pro Software. The License involves access to and use of these additional components:

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 may license during the term of this License, to use Web 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 MIT license for Web Awesome Free. This agreement and the MIT license for Web 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 purchased through the Website. 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 ensure that they stop using Pro Assets and remove copies of Pro Assets and Pro Software from their computers.

Download, Backup, and Share with Creators

The Customer may download Pro Assets and Pro Software from the Website, 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 Assets and Pro Software, make changes to Pro Assets, and share their changes with other Creators.

Integrate in Projects

Creators may integrate Pro Assets, with or without changes, in Projects. For example:

Pass on Permission to Use Projects

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

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 at https://webawesome.com/purchase (the "Pricing 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 Pricing Page. Such limitations may include, but may not be limited to, the following:

What Creators May Not Do

Distribute to Non-Creators

Creators may not make, share, or publish standalone copies of Pro Assets or Pro Software for non-Creators. For the purpose of clarity (and not for limitation), the use of Pro Assets or Pro Software must constitute a new or separate work. Making, sharing, or publishing copies of Pro Assets or Pro Software in a non-transformative way or in a manner where the Pro Assets 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 Assets or Projects that integrate Pro Assets.

Pass on Permission to Integrate

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

Updates

This agreement covers:

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.

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 Assets after their subscription ends and this agreement is terminated.

Downloads

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

Website Credentials and Keys

The Customer agrees to keep license keys for Web 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 Website access credentials confidential, and to ensure that only the Customer accesses the Website with the Customer's credentials. If the Customer does not keep license keys and access credentials confidential, then the Company reserves the right to terminate this License and revoke any rights granted by it.

Payment

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

Term

This agreement will continue for the term specified via the Website. When that term ends, this agreement will expire. The Term can also end by direct communication from the Company to the Customer or by a post on the Company’s website, stating that the Term has concluded.

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 Assets and Pro Software from the Website, or both. The Company agrees to send notice to the e-mail address the Customer provided via the Website promptly after terminating this agreement or restricting access. These abilities do not limit the Company's ability to enforce 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 Assets and Pro Software under this agreement.

Disclaimer

The Company makes only the guarantee in Guarantee. Otherwise, the Company provides Web Awesome Pro entirely as is, without any warranty at all. The terms set forth herein are exclusive and in lieu of (and the Company specifically disclaims) all other express and implied warranties and conditions whatsoever, whether statutory, common law, 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.

Limited Damages

If the Customer takes legal action against the Company related to Web 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 including any lost profits. If the Company takes legal action against the Customer related to Web Awesome Pro, under contract law, tort law, or any other kind of law, Web Awesome Pro shall not be entitled to receive punitive, exemplary, consequential, or indirect damages. Under no circumstances shall any Customer be entitled to consolidate any action into a collective action, such as a class action, and any action or claim brought against the Company shall be brought by the individual Customer.

General Contract Terms

Entire Agreement

These are the final, complete, and only expression of our agreement about Web Awesome Pro. There are no other agreements between the Company and the Customer, either written or verbal, concerning the Web Awesome License.

Enforcement by the Parties

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

Amendments

This Agreement may be amended by The Company from time to time by posting the updated terms on our website. Such amendments will take effect for all future actions under this Agreement upon posting.

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 Web 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 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 webawesome.com/terms website, are incorporated into this agreement by reference as if fully restated herein. This agreement and 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 borne 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, the parties agree that the sole and exclusive jurisdiction to bring any lawsuits related to this agreement shall be in the United States District Court for the Western District of Arkansas or the state courts sitting in Bentonville, Arkansas, (the “Designated Courts”). At the final arbitration hearing or any interim hearing, any witness or any party may appear remotely via video conference.

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, losses, 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.

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