2. Grant of Rights

2.1 The Licensed Material is not being sold; it is being provided to the Licensee under the terms of this agreement, which allows for use of Licensed Material but does not transfer ownership. Ownership remains with the Iconcubic.
2.2 This agreement does not allow for the use of Licensed Material in any existing BSD (Berkeley Systems Distribution) open source projects or applications.
2.3 Licensee has the non-exclusive, non-transferable, non-sublicensable right to use the Licensed Material an unlimited number of times in any and all media for the following commercial or personal purposes (together the "Permitted Uses") subject to the restrictions set forth in the Agreement. Any uses other than the Permitted Uses must be approved by the Iconcubic in writing.
2.3.1 Electronic publications including website design
2.3.2 User interface design and code based environments
2.3.3 Print publications and physical products
2.3.4 Advertising and promotional materials
2.3.5 Broadcast and theatrical exhibitions
2.4 Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.
2.5 Licensee's rights to the Licensed Material are worldwide and for the duration of the Iconcubic's rights in the Licensed Material.
2.6 Unauthorized use or failure to pay in full results in immediate termination of this license, and with it, Licensee's rights to use the Licensed Material.

3. Restrictions

3.1 Licensee may not sublicense, sell, assign, convey or transfer Licensed Material, this Agreement or any of its rights under this Agreement. Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3.2 Licensee may not sell, license or distribute any derivative work based on the Licensed Material.
3.3 Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.4 Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile devices.

4. Copyright

4.1 No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Iconcubic grants to Licensee no right or license, express or implied, to the Licensed Material.

5. Termination & Revocation

5.1 The license contained in this Agreement will terminate automatically without notice from the Iconcubic if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy the Licensed Material; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and promptly confirm same to the Iconcubic in writing.
5.2 The Iconcubic reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of such license, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise. Licensee shall delete all electronic copies of Licensed Material from its electronic storage media, confirming the same to the Iconcubic in writing.

6. Warranty and Limitation of Liability

6.1 The Licensed Material provided under the terms of this License are owned by the Iconcubic, Inc. Licensee is urged to fully test the Licensed Material prior to distribution of any software in which it is to be used and to bring any difficulties encountered to the attention of Iconcubic before such distribution. Iconcubic HEREBY DISCLAIMS ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES ARISING OUT OF ANY DEFECTS IN MATERIALS AND WORKMANSHIP INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE.
6.2 Licensee shall defend, indemnify and hold the Iconcubic and its respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement and any other breach by Licensee of this Agreement.
6.3 These terms and conditions are all the terms and conditions that apply to this License. No other terms or prior understandings shall be used to alter the plain meaning of these terms or to expand the License unless subsequently agreed to in writing by the parties in amending this License. In the event of a dispute between the parties, they will attempt to settle the dispute in good faith first by negotiation, and, if negotiation is unsuccessful, by mediation, and if mediation is unsuccessful, by arbitration pursuant to the rules of the American Arbitration Association in effect at the time of arbitration. The arbitration, if it occurs, shall take place in Charlotte, North Carolina.