License Agreement

Last updated: December 12, 2024

This FreePngLogo License Agreement (“License Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Licensee”), and FreePngLogo and its brands, including the FreePngLogo brand (“FreePngLogo”) (“we,” “us,” or “our”), concerning your access to and use of the https://freepnglogo.com/ website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, “the FreePngLogo Site”). This License Agreement states the rights and obligations regarding the digital content (“Content”) licensed by you through your use of the FreePngLogo Site. This License Agreement supplements the Terms of Use posted on the FreePngLogo Site, as well as any other provisions posted on the FreePngLogo Site, all of which are incorporated in this License Agreement. You acknowledge that you have read, understand and accept the Terms of Use. In the event of any conflict between this License Agreement, the Terms of Use, or any other provisions, this License Agreement shall take precedence, followed by the Terms of Use, then any other provisions (in the order in which those other provisions were most recently updated).

Please review this License Agreement before you use the FreePngLogo Site or purchase a FreePngLogo subscription. You must agree to this License Agreement, the Terms of Use, and other provisions posted on the FreePngLogo Site if you want to use our FreePngLogo services. By creating an account on FreePngLogo, or by clicking any download button that enables you to download Content, you represent and warrant that you are 18 years of age or older, are lawfully able to enter into and perform a legally binding contract, and agree to be bound by the terms and conditions in this License Agreement. If you are acting for a legal entity (such as a business, rather than an individual), you represent and warrant that you are fully authorized to bind Licensee to this License Agreement, and you acknowledge that FreePngLogo relies on that representation and warranty. All Content available on the FreePngLogo Site is protected by United States and international copyright laws and treaties and may be protected by other intellectual property laws. FreePngLogo grants you only certain rights to use the Content, as outlined in this License Agreement. All other rights are reserved by FreePngLogo and the Contributor. We sublicense content owned by third parties (“Contributors”) via the FreePngLogo Site. In uploading Content, Contributors authorize FreePngLogo to grant licenses to use their Content to Licensees, in accordance with the terms and conditions of this License Agreement. FreePngLogo does not act as agent for Contributors who license Content or Licensees who use the Content, and, except as specifically set forth in Section 12 below, does not make any representations or warranties regarding the quality, title, or legality of the Content, or the truth or accuracy of listings associated with the Content. Accordingly, except with respect to claims arising from FreePngLogo’s breach of warranties set forth in Section 12 and to the extent set out in Section 13, you hereby irrevocably and unconditionally release and waive any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, that you may have or assert against FreePngLogo relating to or arising out of this License Agreement or use of the Content.

When you download Content from the FreePngLogo Site, you will be granted a limited license to use the Content on the terms set out in this License Agreement and according to the licensing option applicable to the type of Content you download or that you select. If you subscribe to a FreePngLogo subscription plan, you will also select (1) your subscription term (e.g., monthly or annually), which will automatically renew until canceled, (2) the number of Content items you may download each month of your active subscription, and (3) the number of seats your team will need (e.g., the number of individual employees of Licensee that are permitted to download and use Content (where Licensee is a legal entity), subject to this License Agreement.

Capitalized words are defined. All currency amounts are in United States dollars.

1. Using FreePngLogo Content.
   1. When you download Content, you are granted rights to use Content under this License Agreement. Content may be used in only one Design Project per download. A “Design Project” means a single complete and cohesive undertaking that may result in one or more types of End Products (defined below). Any deliverables, which we call End Products, included in a Design Project must be directly related under a single concept. If you want to use Content in additional Design Projects, you must obtain another license by downloading the Content again for each new project.
   2. An “End Product” means any physical or digital items that reproduce or incorporate Content downloaded from the FreePngLogo Site, whether or not that Content has been modified. End Products may not be used or sold in a way that is directly competitive with the original Content. Additionally:
      1. “Print Use” means use of Content on any print materials, including brochures, catalogs, flyers, direct mail, company stationery, business cards, print advertising, signage, packaging, etc.
      2. “Merchandise Use” means use of Content on items for resale or on promotional items to be distributed at no cost. Examples of these items include but are not limited to textiles, artwork, magnets, posters, wall art, calendars, toys, games, video games, stationery, postcards, greeting cards, e-cards, stickers, mugs, mousepads, hats, t-shirts, sweatshirts, other apparel items, CDs, DVDs, printed books, software and mobile applications (for resale), products made to order through custom design websites, and any other reproduction for sale or distribution, provided that such merchandise incorporates material creative or functional elements apart from the Content.
      3. “Digital Use” means use of Content in any digital materials, including on social media (such as Facebook, Instagram, Snapchat, Twitter, and Pinterest), on blogs and other online publications, in templates, in marketing, promotional and sales emails, and in software and mobile applications (not for resale).
      4. “Production Use” means use of Content in shows, commercials, films, and videos.
      5. For uses of Content that are prohibited, see Section 8. Among other things, use of Content in non-fungible tokens is prohibited, and use of Content in logos is prohibited except as set forth in Section 8(f).
   3. FreePngLogo will use our reasonable discretion to determine whether or not End Products meet the requirements.
2. Licensing Options. When you download Content from the FreePngLogo Site, you are granted a limited, non-exclusive, non-sublicensable (except as expressly permitted in this License Agreement) and non-transferable license to use, modify, and reproduce the Content you download for a single Design Project as part of an End Product. End Product(s) you create are subject to the terms and conditions of this License Agreement. All rights not expressly granted to you in this License Agreement are reserved. The limited license you are granted is one of the following types:
   1. Editorial Use Only: Some Content is designated “Editorial Use Only.” When you download that Content from the FreePngLogo Site, you are granted a limited license to use that Content only for printed or digital news articles, documentaries or other newsworthy publications or items of public interest. You are not permitted to use the Content in any End Products that are for commercial or promotional purposes. This restriction applies even if Licensee is a not-for-profit entity. You must provide attribution on all End Products.
   2. Free License: Some Content is designated as “Free” Content. When you download Free Content from the FreePngLogo Site, you are granted a Free License (which is granted free of charge), and you may use each downloaded Content item in one or more End Products as a part of a single Design Project; provided, however, that you must provide attribution on all End Products. The following applies to your use based on the type of Content (that is, Vectors, Photos or Videos):

      Vectors:

      1. Print Use – Content may be used on up to 50 copies.
      2. Merchandise Use – Content cannot be used for merchandise.
      3. Digital Use – Content may be used on up to 10,000 views.
      4. Production Use – Content may be used for projects with production budgets of up to $1,000.

      Photos:

      1. Print Use – Content may be used on up to 50 copies.
      2. Merchandise Use – Content cannot be used for merchandise.
      3. Digital Use – Content may be used for unlimited views but cannot be used for templates.
      4. Production Use – Content may be used for projects with production budgets of up to $1,000.

      Videos:

      1. Print Use – Not applicable.
      2. Merchandise Use – Content cannot be used for merchandise.
      3. Digital Use – Content may be used for unlimited views but cannot be used for templates.
      4. Production Use – Content may be used for projects with production budgets of up to $1,000.

      Editor Designs:

      1. Print Use – Content may be used on unlimited copies.
      2. Merchandise Use – Content may be used on unlimited items for resale and unlimited promotional items.
      3. Digital Use – Content may be used for unlimited views.
      4. Production Use - Content may be used for projects with unlimited budgets.
   3. Content Bundle License: FreePngLogo may choose to license two or more items of Content as a bundle (“Content Bundle”). When you download a Content Bundle using credits or a Paid subscription, you are granted a Content Bundle License for the items of Content in that Content Bundle, and you may use the downloaded Content items in one or more End Products as part of a single Design Project without providing attribution. The Content Bundle License does NOT include any indemnification protection and is expressly excluded from Section 13(a) regarding indemnity. The following applies to your use:
      1. Print Use – Content may be used on up to 100,000 copies.
      2. Merchandise Use - Content may be used on up to 100,000 items.
      3. Digital Use - Content may be used for up to 100,000 views.
      4. Production Use - Content may be used for projects with production budgets of up to $10,000.
      5. Font Files – For Content Bundles that include font Files, you are NOT permitted to embed any font(s) in websites, e-books, portable documents, mobile applications or software.
      These limits on use cannot be aggregated. For example, if a Content Bundle contains two items and you obtain a Content Bundle License that permits Print Use on up to 100,000 copies, then you may use each item from the Content Bundle separately on up to 100,000 copies each, or you may use both items together on up to 100,000 copies, but you cannot use one item on up to 200,000 copies.
3. Exclusivity. The limited license you are granted under this Agreement is non-exclusive. To obtain an exclusive license to Content, you and FreePngLogo must enter into a separate written agreement regarding that Content.
4. Seats. You can only download or use Content in a Design Project as a Paid subscriber if you have an Active Seat. An “Active Seat” means that your subscription has been paid for and a seat is registered to your name. If Content will be used by another person, they must download the Content via a separate Active Seat. Each person who will use Content must have their own Active Seat.
5. Sub-licensing. You may not sublicense, resell, share, transfer, or otherwise redistribute the Content (e.g., as stock, in a tool or template, as source files, etc.), not even for free. The only exception is that you may grant a sublicense to Content as expressly set out below:
   1. Client Use: If you are licensing Content on behalf of your client, then when you deliver the End Product to your client, you may grant your client a sublicense to use that Content as allowed by this License Agreement. You must guarantee that you have full legal authority to bind your client to the terms of this License Agreement. If you do not have that authority, then your client may not use the Content, unless they also obtain a license for that Content directly from us. Your client must comply with this License Agreement, and you remain directly liable to FreePngLogo for your client’s use of the Content. If you use any Content as part of an End Product or Design Project created for or delivered to a client, you agree to provide the name and contact information of your client to FreePngLogo upon FreePngLogo’s reasonable request for the sole purpose of monitoring proper use.
   2. Subcontractor Use: You may grant your subcontractors (e.g., your manufacturer, printer, or mailing house) or distributors a sublicense to use Content in any production or distribution process, but only as directly related to the End Product created with the Content by you in compliance with this License Agreement. Your subcontractors and distributors may not use the Content for any other purpose. Your subcontractors must comply with this License Agreement, and you remain directly liable to FreePngLogo for your subcontractors’ use of the Content.
6. Third-Party Licenses. A “Third Party License” means non-FreePngLogo license terms that may apply to your use of Content. Portions of some Content may be governed by Third Party Licenses, including an open source software license such as the GPL (GNU General Public License). In these cases, whichever portions of Content that are not governed by the Third Party License will be covered by this License Agreement. You will have to review the terms of the Third Party License that applies to those portions of the Content to determine the rights that apply.
7. No Content Extraction. You may not allow the end user of your End Products to extract the Content and use it separately from the End Products. You may not publicly display, sell, license, or otherwise distribute the Content (or modified Content) as a standalone file. You agree to take all reasonable steps to prevent third parties from accessing and/or duplicating the Content. Using Content within software applications which allow a third party to generate on-demand designs is also not permitted under this License Agreement. This includes (but is not limited to) print-on-demand software applications in which an end user has access to use the Content as they design or generate their end product.
8. Prohibited Uses. Upon FreePngLogo’s request, if FreePngLogo reasonably believes that you are in violation of this License Agreement, you must, at your own cost, immediately remove the Content from any unauthorized location or use. The following uses are prohibited:
   1. You may not use any Content in a way that violates this License Agreement or in a way that infringes any intellectual property right (such as copyright, trademark, or other intellectual property rights) or other right (such as publicity rights).
   2. You may not use any Content in a way that would allow claims of deceptive advertising or unfair competition.
   3. You may not use any Content in a way that would result in a third party’s claim that it acquired rights in the Content that are contrary to this License Agreement (for example if you create an End Product for a client, you may not attempt to assign all rights or license exclusive rights in the Content to the client).
   4. You may not falsely represent or imply that any Content was created by you or a person other than the creator(s) of that Content.
   5. You may not use Content for non-fungible tokens.
   6. You may not use Content as a trademark, service mark, logo or trade dress, claim trademark, service mark or trade dress rights, or attempt to register or otherwise protect as a trademark, service mark or trade dress any End Product that incorporates the Content. There is one exception to this prohibition: If you obtain a Paid License for Vector Content, you may use that Vector Content (but not Photo or Video Content) as part of a logo. However, your rights to the Vector Content are non-exclusive, and neither you nor anyone else can claim exclusive rights to, or can attempt to register or otherwise protect as a trademark, service mark or trade dress, any logo that incorporates the Vector Content.
   7. You may not use any Content in a way that implies that the Contributor and/or creator of the Content (or the persons or property appearing in the Content, if any) endorses any political, economic or other opinion-based movements or parties.
   8. If you use Content on a social media platform or other third party website, and the website uses (or announces that it plans to use) the Content in a way that is contrary to this License Agreement, you agree to remove all End Products incorporating the Content from the site. You also agree to promptly notify FreePngLogo of any such use.
   9. You may not use, reproduce, distribute, perform, modify, or display the Content (or the models, trademarks and/or property depicted) in any way that is unlawful, libelous, slanderous, defamatory, obscene, illegal, indecent, harmful, abusive, racially or ethnically offensive, deceptive, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), or threatening.
   10. You may not use the Content in a way that promotes bigotry, hatred, physical harm of any kind against any group or individual, or in any way that FreePngLogo determines to be objectionable in its reasonable discretion.
   11. You may not use any Content in a pornographic, deceptive or defamatory context. You may not portray any person depicted in the Content in a bad light or in a manner that a reasonable person would find offensive. This includes (but is not limited to) use of the Content in or in connection with pornography, tobacco ads, adult entertainment venues, adult videos, club escort, dating or similar services, or political endorsements. You may not use any Content in a way that implies that any person depicted in the Content has a mental or physical illness or impairment, or in a way that defames the depicted person. You may not portray the person depicted in the Content engaging in immoral or criminal activities. The Content may not be used with any unlawful, offensive, or immoral content.
   12. You may not download or stockpile Content for future use. You may save Content on your computer or other storage device for up to 30 days while your project is in progress. Once your project is complete or if you unsubscribe, all unused Content must be deleted for your computer or other storage device.
   13. You may not use "stills" derived from video Content, except in connection with the in-context marketing, promotion, and advertising of your production that incorporates the Content.
   14. You may not embed font(s) obtained in Content Bundles in websites, e-books, portable documents, apps or software.
9. Termination for Breach. This License Agreement (and/or any licenses for Content) may be terminated at any time if we reasonably believe there is a violation of this License Agreement and/or if we reasonably believe that there is abuse of your subscription account. If this happens, you must immediately (i) cease using the Content, (ii) delete or destroy any copies, (iii) confirm to FreePngLogo in writing that you have complied with these requirements, and (iv) pay FreePngLogo any amounts which remain due at the end of your subscription. We are under no obligation to refund any fees paid by you if your account is terminated because of a breach of this License Agreement. These termination rights are without prejudice to FreePngLogo’s other rights and remedies.
10. Content Removal. FreePngLogo may stop licensing any Content at any time in its sole discretion. With respect to any Content that you have previously licensed, upon notice from FreePngLogo, or upon your knowledge that any Content may be subject to a claim of infringement of a third party's right for which FreePngLogo may be liable, FreePngLogo may require you to immediately, and at your own expense, cease using the Content and any End Product incorporating the Content, delete or destroy any copies, and ensure that your clients and/or distributors do likewise.
11. Usage Expiration. If your subscription is terminated or expires, or if you no longer have an Active Seat, you may not create any new End Products, and must immediately cease use of and delete or destroy any Content previously downloaded. All End Products created in compliance with this License Agreement during the period when your seat was active will remain licensed (subject to Sections 9 and 10 above).
12. Limited Warranty.
    1. FreePngLogo represents and warrants that:
       1. Contributors have granted FreePngLogo the rights to license their Content under the terms of this License Agreement.
       2. Contributors have represented to FreePngLogo that your acceptable use of any Content in compliance with the terms of this License Agreement will not infringe the rights of any third party, including without limitation any copyright or trademark rights or any publicity or privacy rights ((i) and (ii), together, the “FreePngLogo Limited Warranties”).
       3. The FreePngLogo Limited Warranties do not apply to Content subject (in whole or in part) to Third Party Licenses.
       4. Your sole remedy and FreePngLogo’s sole obligation in the event of a breach of the FreePngLogo Limited Warranties is (i) for FreePngLogo to provide you with similar replacement Content at no additional cost (upon our reasonable determination) and (ii) indemnification as outlined in Section 13(a) below (if applicable).
13. Indemnity. For purposes of this Section 13, “your permitted sublicensees” means any clients, subcontractors or distributors to whom you are permitted to grant a sublicense in accordance with the terms of this License Agreement.
    1. FreePngLogo’s Indemnification: Provided that (i) the Content is only used as allowed by this License Agreement, (ii) you and your permitted sublicensees have not breached this License Agreement in any way, and (iii) your licensing option also includes indemnification protection, FreePngLogo agrees to defend and indemnify you and your permitted sublicensees up to the Liability Limit (defined below) that is applicable to the licensing option for that Content, if any, as identified in the Downloads History associated with your account. This limited obligation to defend and indemnify you and your permitted sublicensees is limited to the following: (A) you and your permitted sublicensees’ direct damages arising from a third-party claim directly and solely attributed to FreePngLogo's breach of the FreePngLogo Limited Warranties, plus (B) reasonable attorney's fees. This indemnification does not apply to damages, costs, or losses arising from how you or your permitted sublicensees have used the Content, or from modifications you or your permitted sublicensees have made to the Content after downloading it. This indemnification does NOT apply to Content licensed as all or any part of a Content Bundle. If the Content is found to be subject to a claim of infringement of third-party rights, this indemnification does not apply to your or your permitted sublicensees’ continued use of the Content, after you become aware of the claim whether or not FreePngLogo notifies you. If you or your permitted sublicensees discover that such a claim is made, you must notify FreePngLogo in writing (sharing all known details of the claim or threatened claim) within 5 business days from the date you or your permitted sublicensees knew or reasonably should have known about the claim or threatened claim or FreePngLogo will not have any obligation to defend or indemnify you or your permitted sublicensees. FreePngLogo will not be responsible or liable for legal fees or other costs you or your permitted sublicensees incur prior to you notifying FreePngLogo. FreePngLogo will also not be liable for any such costs before we have a reasonable time to analyze the validity of the claim. FreePngLogo shall have the right to assume the handling, settlement, and/or defense of any claim or litigation that is subject to FreePngLogo's indemnification obligation. You and your permitted sublicensees shall fully cooperate with FreePngLogo in the defense of such claim and shall have the right to participate in any litigation at your or their own expense.
    2. Your Indemnification: If any damages, liabilities, and expenses (including outside legal fees) arise from your or your permitted sublicensees’ breach of this License Agreement, or your or their connection to a breach of this License Agreement, you agree to indemnify and hold the following parties harmless: FreePngLogo, its parent, subsidiaries, affiliates, and Contributors (“FreePngLogo Indemnified Parties”). This includes all team members, employees, directors, and officers employed thereunder. Your indemnification obligation is conditioned upon (i) FreePngLogo notifying you in writing via the email address provided on your account no later than 15 business days from the date FreePngLogo knew about the claim or threatened claim, and (ii) FreePngLogo including all known details of the claim or threatened claim promptly. FreePngLogo shall have the right to assume the handling, settlement, and/or defense of any claim or litigation that is subject to your indemnification obligation. However, FreePngLogo will not enter into any settlement that involves any admission of wrongdoing or liability, any ongoing obligations, or any payment by you without your written consent, not to be unreasonably refused. You have the right to participate in any litigation at your own expense.
14. Liability Limit.
    1. Except to the extent prohibited by law or if FreePngLogo is obligated to provide indemnification to you (which is subject to the cap described below in Section 14(b)), FreePngLogo's maximum aggregate liability to you (for any reason, whether based on contract, tort, or otherwise) shall be limited to the greater of $100 or the amount, if any, paid by or due from you to us during the 6 months immediately preceding the claim.
    2. Only if the licensing option for the Content at issue includes indemnification protection, and FreePngLogo is required to indemnify you or your permitted sublicensees pursuant to Section 13(a) above, the maximum amount FreePngLogo is responsible for (whether under this License Agreement or any other agreement for the same Content) per Content Item is $100 for Editorial Use Only Licenses and Free Licenses, $10,000 for Paid Licenses, corresponding to the legal protection ("Liability Limit") amount included with your licensing option. For clarity, the Liability Limit is per Content item; this means the coverage does not increase beyond $100 or $10,000 in total (as applicable) if the same Content item is subject to multiple claims, but means that in the event two different Content items are subject to claims that require indemnification, the maximum indemnification payment would be $1,000 or $20,000 as applicable. Also for clarity, the Liability Limit applies in the aggregate to all claims against you and your permitted sublicensees for each Content item; this means that the coverage does not increase beyond $100 or $10,000 in total (as applicable) if you and a client who is a permitted sublicensee of a Content item are both subject to claims relating to that Content item. In that situation, any amount of indemnification paid will be allocated between you and your client in proportion to the amount of loss you and your client each incur, and the total amount of indemnification paid to you and your client together will not exceed one Liability Limit for that Content item.
15. Disclaimer. ALL CONTENT IS PROVIDED "AS IS." SUBJECT ONLY TO THE FREEPNGLOGO LIMITED WARRANTIES, CONTENT DOES NOT HAVE ANY WARRANTY OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FREEPNGLOGO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES RELATING TO THE CONTENT, THE FREEPNGLOGO SITE, OR OTHER MATERIALS OR SERVICES ("FREEPNGLOGO PRODUCTS & SERVICES"). FREEPNGLOGO MAKES NO WARRANTY THAT THE FREEPNGLOGO PRODUCTS & SERVICES WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE FREEPNGLOGO PRODUCTS & SERVICES IS SOLELY WITH YOU.
16. Miscellaneous. This License Agreement, the Terms Use posted on the FreePngLogo Site, as well as any other provisions posted on the FreePngLogo Site, all of which are incorporated in this License Agreement, make up the entire agreement between you and FreePngLogo concerning your use of the Content. If any provision of this License Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of that part of this License Agreement will not affect the validity of the remaining portions of this License Agreement, which will remain in full force and effect. FreePngLogo's failure to assert any right or provision under this License Agreement does not mean we waive that right or provision.

FOR ADDITIONAL TERMS, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO MANDATORY ARBITRATION, WAIVER OF JURY TRIAL, CHOICE OF LAW AND CHOICE OF VENUE, see the Terms of Use and other provisions posted on the FreePngLogo Site, which are incorporated in this License Agreement and govern your legal relationship with us.