Standard Commercial License Agreement

This License Agreement contains important legal terms, and Licensee acknowledges that by completing the purchase process, Licensee has read the entire License Agreement and agrees to the terms herein. Studio 2am offers different types of license agreements and the one selected at the time of purchase applies to Licensee’s use of the Licensed Asset.

This License Agreement states the terms and conditions of Licensee’s non-exclusive and limited copyright license with respect to the digital content (“Licensed Asset”) made available on studio2am.co and purchased by Licensee.

Licensee

Individual or Legal Entity (Company), as indicated at the time of purchase.

Number of Users (or Seats)

The number of permitted users (or seats) is the number of users or seats declared and paid for at the time of purchase. If Licensee requires additional users (or seats), additional licenses to the Licensed Asset must be purchased.

1. PARTIES TO THE LICENSE AGREEMENT; NUMBER OF USERS (OR SEATS)

1.1 - This License Agreement is an agreement between:

(a) The “Licensee” who is the individual person indicated as the licensee during the purchase process or that person’s employer if that person is acting on the employer’s behalf and with the employer’s authorization

and

(b) Studio 2am PTY LTD (“Studio 2am”)

If you are purchasing on behalf of your employer, then only your employer is the “Licensee” and can use the Licensed Asset subject to the terms of this License Agreement; in that case you represent and warrant that you have full legal authority to bind your employer, as the Licensee, to the terms of this License Agreement.

1.2 - The number of individual users permitted to access and use the Licensed Asset (as permitted in this License Agreement) is the number of users (or seats) selected and paid for at the time of purchase. If Licensee requires additional users (or seats), additional licenses must be purchased.

2. ASSET MANAGEMENT

Licensee may only upload the Licensed Asset to (i) a server owned and controlled by Licensee or (ii) a cloud storage service, cloud-based design app, or digital asset manager account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

3. THIS LICENSE AGREEMENT PERMITS BOTH COMMERCIAL USE AND NON-COMMERCIAL USE; COMMERCIAL USE AND NON-COMMERCIAL USE DEFINED

This License Agreement permits Non-commercial use and Commercial use of the Licensed Asset, as expressly specified in Section 4 (Permitted Uses and Quantity/Impression Limitations).

3.1 - Commercial Use

“Commercial” use is any use:

(i) that involves an exchange of money or other consideration,

(ii) that promotes a business (e.g., sole proprietorship, corporation, or partnership), product, or service or

(iii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use of the Licensed Asset.

If any one or more of the criteria in (i), (ii), and (iii) is met, then the use is deemed “Commercial”.

3.2 - Non-Commercial Use (Personal)

“Non-commercial” use is use for solely personal purposes; any use that meets the definition of “Commercial use” cannot be a Non-commercial use.

4. PERMITTED USES AND QUANTITY/IMPRESSION LIMITATIONS

An “End Use” of a Licensed Asset means use of the Licensed Asset only as expressly permitted below:

4.1 - End Products

✓ Physical Products for Commercial Use or Non-commercial Use: Licensee may create physical end products such as, but not limited to, clothing, cards, invitations, stickers, mugs, stamps, candles, posters, signs, home decor, etc. for Commercial use or Non-commercial use.

✓ Product Packaging for Commercial Use or Non-commercial Use: Licensee may create physical or digital end packaging products used for resale or wholesale such as, but not limited to, boxes, labels, stickers, or containers, etc., for Commercial use or Non-commercial use.

✓ Digital Products for Commercial Use or Non-Commercial Use: Licensee may create digital end products for resale such as static designs, static website elements for Commercial use or Non-commercial use.

✓ Digital or Print Publication for Commercial Use or Non-commercial Use: Licensee may use the Licensed Asset in digital or print publications such as magazines, cards, invitations, photo albums, and scrap books, e-books or e-publications, for Commercial use or Non-commercial use.

Quantity Limitations on End Products for Commercial Use: No more than 10,000 lifetime combined individual end products or packaging (digital or physical) sales, instances, impressions, or installations (as applicable) that incorporate the Licensed Asset is permitted for Commercial use. Contact Studio 2am for a custom license if Licensee requires greater quantities for Commercial use.

4.2 - Social Media, Marketing, and Advertisements

✓ Personal Social Media for Non-Commercial Use: One (1) personal or individual social media account for Non-commercial use.

✓ Company Social Media for Commercial Use: All Licensee-owned and managed company social media accounts are allowed for Commercial use.

✓ Physical (Printed) Advertisements for Commercial Use: Such as billboards, signage, printed advertisement, etc. for Commercial use.

✓ Digital Advertisements for Commercial Use: Internet advertisements such as advertisements served by Google Ads, Bing Ads, Facebook Ads, LinkedIn Ads, etc. for Commercial use.

Quantity Limitations on Promotion and Advertisements: No limit on the number of impressions of social media posts or advertisements incorporating the Licensed Asset for Commercial use or Non-commercial use (where Non-commercial use is applicable).

4.3 - Broadcast and Streaming of Motion Picture and Audiovisual Content

Not permitted under this License Agreement.

4.4 - Digital Development

✓ Website use is permitted.

✗ Use in mobile apps, desktop software, or video game development is not permitted under this License Agreement.

5. PROHIBITED USES (these uses may be available with a custom license, contact Studio 2am to find out more):

5.1 - End Products

✗ On-Demand Applications (Such as Print-on-Demand and Create-on-Demand Services). Any use that allows anyone other than the Licensee, such as an end user, to customize a digital or physical end product is prohibited, whether for Commercial use or Non-commercial use. This includes, but is not limited to, “print on demand”, “made to order” or “download on demand” application.

5.2 - Trademark and Copyright

✗ Trademark: Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name, or similar use unless (1) the Licensed Asset is significantly altered and (2) not the predominant element of the End Use. In no event does this License Agreement allow Licensee to – and Licensee shall not seek to – register, protect, or enforce any trademark or similar rights in the Licensed Asset itself which must be disclaimed in any trademark registration.

✗ Copyright: Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).

5.3 - Future Technologies

✗ The license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the license.

6. STRICTLY PROHIBITED USES

Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained:

6.1 ✗ Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.

6.2 ✗ Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).

6.3 ✗ Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

6.4 ✗ Use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(viii) contains any information or content that you know is not correct and current; or

(ix) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

6.5 ✗ Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

6.6 ✗ Any other use that is not expressly permitted in Section 4 (Permitted Uses and Quantity/Impression Limitations) is strictly prohibited.

7**. SUBLICENSING TO THIRD PARTIES IS PROHIBITED WITH LIMITED EXCEPTIONS FOR CLIENTS AND SERVICE PROVIDERS**

7.1 - Third Party Use Requires Separate License.

This License Agreement does not permit sublicensing except for the limited rights to sublicense described below in Section 7.2.

7.2 - Limited Sublicensing Is Permitted.

Licensee may sublicense Licensee’s rights to third parties in only three situations:

(a) to manufacture, market, or distribute completed End Uses (defined above) that use the Licensed Asset (as expressly permitted herein) when done on behalf of Licensee, provided that the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any other way and Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.

(b) to a service provider serving as Licensee’s subcontractor to provide services to Licensee provided that (i) Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance and (ii) Licensee has purchased a sufficient number of seats for the Licensed Asset Licensee.

(c) to a client of Licensee where Licensee transfers to that client a completed End Use (defined above, such as a completed website, advertisement, product, or product packaging). In this instance, the sublicense may only be granted on condition that the sublicensee is prohibited from extracting, reproducing or using the Licensed Asset in any way other than is necessary in order to exploit the End Use that Licensee provides to the client. Licensee shall at all times ensure compliance with the terms of this License Agreement by the sublicensee and remain liable hereunder for any non-compliance.