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
The individual or company this license is for, as declared at the time of purchase. Where the purchase is made on behalf of a client, the client is the Licensee — see the End client definition below.
License Tier
Standard or Extended, as selected at the time of purchase. Both tiers grant the same core permitted uses; the tier sets the lifetime unit cap on end products and whether broadcast/streaming and app/game development are included — see the Tier Schedule in Section 4.5.
Licensed to
The license covers the individual or company declared at the time of purchase: an individual ("Just me") or a company of two (2) to five (5) people ("Small team (2–5 people)"), as set out in Section 1.2. Companies with a company size of six (6) or more are licensed under an Enterprise License Agreement priced on company size — see Section 9.
Definitions
Company size — the total number of people working at the company this license is for: employees, plus contractors and regular freelancers doing ongoing work under the company's direction, counted across the company and its parent and subsidiary companies. It is not the number of people who install or work directly with the licensed files.
User — a person who installs the licensed files or works directly with them.
Contractor — a person engaged by a company who works under its direction on an ongoing basis. Contractors count toward that company's company size. A supplier engaged for a single, bounded deliverable does not.
Affiliate — a parent or subsidiary company of the Licensee, or a company under common ownership or control with the Licensee.
End client — the license belongs to the company that ends up using the licensed files as its own. Where a designer, studio, or agency purchases on behalf of a client, the client is the Licensee, and company size means the client's company size; the purchasing designer, studio, or agency and its people working on that client's work may install and use the licensed files to carry out the work as the Licensee's contractors, and do not count toward the Licensee's company size for that reason alone.
1. PARTIES TO THE LICENSE AGREEMENT; WHO THE LICENSE COVERS
1.1 - This License Agreement is an agreement between:
(a) The "Licensee," who is the individual or company this license is for, as declared at the time of purchase and determined by the End client definition (where the purchase is made on behalf of an employer or client, the employer or client is the Licensee)
and
(b) Studio 2am PTY LTD ("Studio 2am")
If you are purchasing on behalf of your employer or a client, then only your employer or client is the "Licensee" and may use the Licensed Asset subject to the terms of this License Agreement. In that case, you represent and warrant that you have the authority to accept this License Agreement on the Licensee's behalf, and you may install and use the Licensed Asset to carry out the work as the Licensee's contractor.
1.2 - Who the license covers is determined by the Licensed-to declaration selected and paid for at the time of purchase:
(a) Just me — the Licensee is an individual, or a company of one, and the license covers that one person.
(b) Small team (2–5 people) — the Licensee is a company with a company size of two (2) to five (5), and the license covers everyone working at that company, per the Company size definition.
(c) Company size of six (6) or more — the Licensee must be licensed under an Enterprise License Agreement priced on its company-size band (Section 9), which covers everyone working at the company.
If the Licensee's company size exceeds the declared scope, the license must be upgraded before use continues. Upgrades are priced as the difference only — see Section 10.
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 the people this license covers only, as permitted herein.
The Licensed Asset may not be uploaded or made available in a public or shared location where unlicensed parties may access, extract, or use it.
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. Where a permitted use depends on the License Tier, it is marked Standard or Extended; the numeric limits are stated in the Tier Schedule (Section 4.5).
4.1 - End Products (both tiers)
✓ 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 the lifetime combined individual end products or packaging (digital or physical) sales, instances, impressions, or installations (as applicable) permitted by the License Tier — 10,000 at the Standard tier, 250,000 at the Extended tier — that incorporate the Licensed Asset is permitted for Commercial use. To exceed the Standard tier cap, upgrade to the Extended tier (Section 10); quantities beyond the Extended tier cap require an Enterprise License Agreement (Section 9).
4.2 - Social Media, Marketing, and Advertisements (both tiers)
✓ 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. No limit on accounts and pages owned and managed by the Licensee.
✓ Physical (Printed) Advertisements for Commercial Use: Such as billboards, signage, printed advertisement, etc. for Commercial use, displayed or distributed within a single country.
✓ 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). Physical or out-of-home advertising displayed or distributed in more than one country requires an Enterprise License Agreement (Section 9).
4.3 - Broadcast and Streaming of Motion Picture and Audiovisual Content (Extended tier only)
✓ At the Extended tier: broadcast and streaming via network, cable, internet, satellite, pay-per-view, video on demand or streaming of motion picture and audiovisual works, including advertisements, distributed within a single country.
Quantity Limitations on Broadcast and Streaming: No limit on the lifetime viewers for Commercial use or Non-commercial use. Broadcast or streaming distributed in more than one country requires an Enterprise License Agreement (Section 9). Broadcast and streaming use is not permitted at the Standard tier — upgrade to the Extended tier (Section 10).
4.4 - Digital Development
✓ Standard tier: Licensee may use the Licensed Asset in one (1) website title owned and controlled by Licensee, for Commercial use or Non-commercial use. Use in mobile apps, desktop software, or video game development is not permitted at the Standard tier.
✓ Extended tier: Licensee may use the Licensed Asset in one (1) digital title — a website, mobile app, desktop application, or video game — for Commercial use or Non-commercial use.
Quantity Limitations on Digital Development: The license covers a single title per license (each additional website, application, or video game, including (without limitation) successor products, requires a separate license). A "title" is one named website, application, or game, including its versions and updates published under that name. Where the title itself is sold or downloaded — an application or game — those sales and downloads count toward the limitation in Section 4.1 (End Products); website impressions do not. For example, at the Extended tier Licensee may use the Licensed Asset in one mobile app title which may be downloaded or sold up to 250,000 times in total (pursuant to the limitation in Section 4.1); use in a second title requires a separate license for that title.
4.5 - Tier Schedule
| Permitted use | Standard tier | Extended tier | | --- | --- | --- | | End products and packaging (4.1), lifetime combined units | 10,000 | 250,000 | | Social media and digital advertisements (4.2) | ✓ | ✓ | | Physical (printed) advertisements, single country (4.2) | ✓ | ✓ | | Broadcast and streaming, single country (4.3) | ✗ | ✓ | | Digital development (4.4) | One (1) website title | One (1) digital title (website, app, or game) | | Licensed to (1.2) | Just me, or Small team (2–5 people) | Just me, or Small team (2–5 people) |
At checkout, the Small team (2–5 people) declaration appears as the "Team" option of the selected tier ("Standard Team" / "Extended Team"). Beyond either tier — a company size of six (6) or more, advertising or broadcast in more than one country, more than 250,000 lifetime units, exclusivity, a modified asset, or the primary-brand-identity rule in Section 9(e) — see Section 9 (Enterprise Use).
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. Contact Studio 2am for a custom license if these rights are desired.
✗ 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 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:
- may create a risk of harm or loss,
- seeks to harm or exploit children,
- contributes to illegal activity,
- contains any information that is unlawful or misleading,
- promotes hate, racism, or physical harm.
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 is strictly prohibited.
7. SUBLICENSING TO THIRD PARTIES IS PROHIBITED WITH LIMITED EXCEPTIONS FOR CLIENTS AND SERVICE PROVIDERS
Third party use requires the third party to obtain its own license unless a custom license is purchased.
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 on behalf of the Licensee. The sublicensee may not extract or reuse the asset.
(b) To a contractor or service provider who provides services for the Licensee, provided that every person who works directly with the Licensed Asset under this exception is within the scope of the Licensed-to declaration — an ongoing contractor counts toward company size (see Definitions — Contractor), and the people of a supplier engaged for a single, bounded deliverable count toward the declared scope while so engaged — and the Licensed Asset is deleted when the engagement ends.
(c) To clients of the Licensee, provided the Licensed Asset is embedded in a final product (e.g., website, package design) and the asset cannot be extracted or reused.
The Licensee remains liable for any third-party use.
8. LICENSE DURATION AND TERMINATION
This License Agreement is perpetual and valid worldwide, unless otherwise stated; the single-country limitations in Sections 4.2 and 4.3 are limits on the scope of those uses, not on the territory of the license. It is subject to termination if Licensee breaches any provision of this Agreement.
Upon termination, the Licensee must cease all use of the Licensed Asset and delete all copies in their possession or control. Completed end products lawfully produced and distributed before termination are unaffected.
9. ENTERPRISE USE
A custom Enterprise License Agreement, in place of this License Agreement, is required where any of the following applies:
(a) The company this license is for has a company size of six (6) or more (counted per the Company size definition, including contractors and parent and subsidiary companies). Company-size licensing is priced self-serve — get your price at help.studio2am.co/enterprise;
(b) Broadcast, streaming, or physical or out-of-home advertising use is distributed in more than one country;
(c) Production or output exceeds 250,000 lifetime units (see the Quantity Limitations in Section 4.1);
(d) Licensee requests exclusivity or a modified version of the Licensed Asset;
(e) The Licensed Asset will be used to create the primary logo, wordmark, or brand identity of a company or organisation with a company size of six (6) or more (including its parent and subsidiary companies), whether Licensee is that company or a designer or agency acting on its behalf. This clause does not relax the Trademark restrictions in Section 5.2, which continue to apply to any mark use not licensed under an Enterprise License Agreement.
Studio 2am may also require an Enterprise License Agreement at its discretion. Use beyond the scope of this License Agreement without a corresponding Enterprise License Agreement is a breach of this Agreement. Visit help.studio2am.co/enterprise or contact support@studio2am.co before use in any of these cases.
10. UPGRADES
10.1 - If Licensee's use grows beyond the purchased scope — company size beyond the Licensed-to declaration, quantities beyond the Standard tier cap, or a use only the Extended tier permits — Licensee must upgrade before the additional use continues. The upgrade price is the difference only: the fee already paid is credited in full against the fee for the required tier or band at the pricing in effect at the time of upgrade. Upgrades apply from the time of upgrade and are not charged retroactively for use that was within the previously licensed scope.
10.2 - Tier limits and Licensed-to scopes are increased only by upgrading. Purchasing multiple licenses of the same tier for the same Licensed Asset does not combine or stack their quantity limits. Additional digital-development titles are licensed as additional purchases (Section 4.4); each such purchase carries its own title and its own quantity limits.
To upgrade, contact support@studio2am.co or, for company-size licensing, visit help.studio2am.co/enterprise.
11. WARRANTY AND LIABILITY
11.1 - The Licensed Asset is provided "as is". To the maximum extent permitted by law, Studio 2am excludes all warranties, conditions, and guarantees, express or implied, including fitness for a particular purpose — except for any consumer guarantees that cannot be excluded under applicable law, including the Australian Consumer Law.
11.2 - To the maximum extent permitted by law, Studio 2am is not liable for any indirect or consequential loss, loss of profit, or loss of data arising out of or in connection with this License Agreement, and Studio 2am's total aggregate liability under this License Agreement is limited to the license fees paid by Licensee for the Licensed Asset.
11.3 - Licensee will indemnify Studio 2am against third-party claims, losses, and reasonable costs arising from Licensee's use of the Licensed Asset in breach of this License Agreement or in violation of law. This does not apply to claims alleging that the Licensed Asset itself infringes a third party's rights.
12. GENERAL
12.1 - Licensee may not assign this License Agreement without Studio 2am's written consent, except to a successor of substantially all of Licensee's business, with written notice to Studio 2am.
12.2 - This License Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
13. CUSTOM LICENSES AND CONTACT
For company-size licensing, visit help.studio2am.co/enterprise. For use beyond the permitted scope or custom licensing options, please contact: