COMMERCIAL USAGE LICENSE AGREEMENT
Version 1.05
Effective Date: May 14, 2025
For the purposes of this Agreement, “Licensor,” “we,” “us,” or “our” refers to Savvy Pics, a company duly registered under the laws of the Republic of South Africa, and “Licensee,” “you,” or “your” refers to the individual or business entity entering into this Agreement for the use of the Licensed Materials.
1. Grant of License
1.1 Scope of License. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, single-user commercial license (the “License”) to use the graphic designs created by Licensor, including pre-existing designs selected by Licensee or custom designs created by Licensor upon Licensee’s request (collectively, the “Licensed Materials”). The Licensed Materials are the sole intellectual property of Licensor and are protected under the Copyright Act, 1978 (Act No. 98 of 1978), as amended, and other applicable intellectual property laws of the Republic of South Africa.
1.2 Single-User Restriction. The License is granted solely to the individual or business entity identified as the Licensee at the time of purchase. If the Licensee is a business entity, the License extends to use by that entity’s employees or agents acting on its behalf, provided such use complies with this Agreement. The License may not be shared with or used by any other individual, entity, or third party, except as expressly permitted herein.
1.3 Ownership and Non-Exclusivity. Licensor retains full ownership, copyright, and all other intellectual property rights in the Licensed Materials. The License does not confer any ownership rights to Licensee. Licensor reserves the right to license the same Licensed Materials to multiple licensees, at its sole discretion, without restriction.
1.4 Custom Designs. Where Licensee requests a custom design, Licensee acknowledges that the resulting Licensed Materials remain the intellectual property of Licensor. Licensee may provide input, specifications, or reference materials for the custom design, but such input does not grant Licensee any ownership or co-authorship rights in the Licensed Materials.
1.5 Territorial Scope. This License is granted on a worldwide basis, subject to the terms, conditions, and restrictions set forth herein, and in compliance with South African law where applicable.
1.6 Protection Against Reverse Engineering. Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source files, design processes, or underlying techniques of the Licensed Materials. Any such actions constitute a material breach of this Agreement and a violation of Licensor’s intellectual property rights under the Copyright Act, 1978.
2. Permitted and Prohibited Uses
2.1 Permitted Uses. Subject to the terms of this Agreement, Licensee may use the Licensed Materials for the following commercial and personal purposes:
a. Incorporation into Licensee’s websites, blogs, social media accounts, digital or print advertisements, and other marketing materials.
b. Modification of the Licensed Materials by adding Licensee’s branding, logo, text, captions, or other elements to create derivative works for use in brochures, flyers, posters, banners, or other promotional materials to promote Licensee’s business or personal projects.
c. Inclusion in Licensee’s documents, product packaging, magazines, books, or other promotional or commercial materials.
d. Use in educational materials for primary, secondary, or tertiary education, including course materials, presentations, or e-learning platforms.
e. Application of the Licensed Materials to physical or digital products (e.g., stationery, apparel, or digital templates) for commercial purposes, provided the Licensed Materials are not the primary value of the product and are incorporated into a new, distinct design.
f. Any other purpose not expressly prohibited under Section 2.2, provided such use complies with the Standards of Use in Section 3 and applicable South African law.
2.2 Prohibited Uses. Licensee shall not, under any circumstances, engage in the following activities with respect to the Licensed Materials:
a. Sell, sublicense, redistribute, duplicate, or otherwise share the Licensed Materials, or any copies or derivatives thereof, with any third party for their use, whether in original or modified form.
b. Upload, copy, or distribute the Licensed Materials to image galleries, stock image websites, template repositories, graphic design marketplaces, or other platforms where third parties may access, download, or incorporate the Licensed Materials into new designs.
c. Alter the file format of the Licensed Materials in a manner that enables third parties to access, reproduce, or modify the Licensed Materials (e.g., converting to editable vector files for distribution).
d. Share the Licensed Materials, in their original or modified form, with any individual or entity outside of Licensee’s household (for individual Licensees) or business (for business entity Licensees), except as part of a final product incorporating the Licensed Materials as permitted under Section 2.1.
e. Claim ownership, authorship, or any intellectual property rights in the Licensed Materials or represent that the Licensed Materials were created by Licensee, in violation of the Copyright Act, 1978.
f. Incorporate the Licensed Materials into merchandise or products for sale where the Licensed Materials constitute the primary value or design of such merchandise or products, or where the Licensed Materials are used in their original form.
g. Use the Licensed Materials in a manner that implies endorsement or sponsorship by Licensor without prior written consent.
h. Create, distribute, or sell templates, design kits, or editable files that include the Licensed Materials or allow third parties to modify or reproduce the Licensed Materials.
2.3 Derivative Works. Licensee may create derivative works based on the Licensed Materials (e.g., by adding text, logos, or other elements), provided such derivative works are used solely by Licensee for the Permitted Uses outlined in Section 2.1. Licensee shall not distribute or share derivative works in a manner that allows third parties to extract or reproduce the Licensed Materials in their original or substantially similar form.
2.4 Design Attribution. Licensee may not remove, obscure, or alter any copyright notices, watermarks, or other proprietary markings included in the Licensed Materials, unless expressly authorized by Licensor in writing. Where practical, Licensee is encouraged to include a credit or attribution to Savvy Pics (e.g., “Design by Savvy Pics”) when using the Licensed Materials in public-facing materials, but this is not mandatory unless specified by Licensor.
3. Standards of Use
3.1 Compliance with Legal and Ethical Standards. Licensee shall not use the Licensed Materials in connection with any communication, document, material, or product that:
a. Is defamatory, obscene, offensive, hateful, or inflammatory, or contains or promotes violent or sexually explicit content, in violation of the Films and Publications Act, 1996 (Act No. 65 of 1996), as amended, or other applicable South African laws.
b. Promotes discrimination based on race, gender, sex, religion, disability, or any other characteristic protected under the Promotion of Equality and Prevention of Unfair Discrimination Act, 2000 (Act No. 4 of 2000).
c. Infringes upon the copyright, trademark, design right, or other intellectual property rights of any third party under the Copyright Act, 1978, Trade Marks Act, 1993 (Act No. 194 of 1993), or other applicable laws, or breaches any contractual obligation or duty of confidence owed to a third party.
d. Advocates, promotes, or facilitates any illegal activity, is in contempt of court, or is likely to deceive any person, in violation of the Criminal Procedure Act, 1977 (Act No. 51 of 1977), or other applicable laws.
e. Is threatening, abusive, invasive of another’s privacy, or likely to harass, upset, or annoy any person, in violation of the Protection from Harassment Act, 2011 (Act No. 17 of 2011).
3.2 Licensee Responsibility. Licensee shall ensure that its use of the Licensed Materials complies with all applicable South African laws, regulations, and the terms of this Agreement, including but not limited to the Consumer Protection Act, 2008 (Act No. 68 of 2008), where relevant. Licensee shall obtain any necessary third-party permissions or licenses for materials (e.g., fonts, photographs, or trademarks) incorporated into derivative works alongside the Licensed Materials.
4. Term and Termination
4.1 Term. The License granted hereunder is perpetual, subject to termination as provided in Section 4.2.
4.2 Termination. Licensor reserves the right to terminate the License immediately upon written notice to Licensee if Licensee breaches any term of this Agreement. Upon termination, Licensee shall cease all use of the Licensed Materials, destroy any copies in its possession or control, and remove the Licensed Materials from any products, websites, or materials within its control.
4.3 Right to Audit. Licensor reserves the right to audit Licensee’s use of the Licensed Materials to ensure compliance with this Agreement. Licensee shall provide reasonable cooperation, including access to relevant records or materials, upon written request from Licensor. Audits shall be conducted during business hours and with reasonable notice, not exceeding once per calendar year unless Licensor has reasonable grounds to suspect a breach.
5. Refunds and Payment
5.1 Refund Policy. Due to the digital nature of the Licensed Materials, refunds are permitted only prior to the issuance of a download link to Licensee. No refunds shall be granted once the download link has been provided, in accordance with the Consumer Protection Act, 2008, where applicable. For custom designs, refunds are not available once design work has commenced, as determined by Licensor.
5.2 Payment Terms. Payment for the License, including for custom designs, shall be made in full at the time of purchase or as otherwise agreed in writing by Licensor. Licensor reserves the right to withhold delivery of the Licensed Materials until payment is received. All payments are non-refunded except as provided in Section 5.1.
6. Delivery of Licensed Materials
6.1 Delivery Method. Licensor shall deliver the Licensed Materials to Licensee via a secure download link sent to the email address provided by Licensee at the time of purchase. Delivery shall be deemed complete upon transmission of the download link.
6.2 Delivery Timeline. For pre-existing designs, delivery shall occur promptly upon receipt of payment. For custom designs, delivery shall occur within a reasonable timeframe agreed upon by the parties, subject to the approval process in Section 8.2. Licensor shall not be liable for delays caused by Licensee’s failure to provide timely specifications, feedback, or payment.
6.3 Download Window and Limits. Licensee shall have seven (7) calendar days from the date of payment confirmation to download the Licensed Materials using the provided download link. A maximum of two (2) download attempts are permitted within this 7-day period. The download link will expire after seven (7) days or after two (2) download attempts, whichever occurs first.
6.4 Additional Downloads. If Licensee requires access to the Licensed Materials after the download link has expired or the download limit has been reached, Licensee must contact Licensor at ahoy.savvypics@gmail.com, providing proof of payment and purchase receipt. Licensor will use reasonable efforts to provide a new download link, subject to verification of the purchase. Licensor reserves the right to charge a reasonable administrative fee for additional downloads, at its discretion.
6.5 Technical Issues. Licensee shall notify Licensor within 48 hours of receiving the download link if there are any technical issues with accessing or using the Licensed Materials. Licensor shall use reasonable efforts to resolve such issues but shall not be liable for technical failures beyond its control, such as issues with Licensee’s devices or internet connectivity.
7. Indemnification
7.1 Licensee Indemnity. Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, and their respective officers, directors, and employees from any claims, liabilities, damages, or expenses (including reasonable legal fees) arising from Licensee’s use of the Licensed Materials in violation of this Agreement or applicable law.
8. Custom Design Specifications and Disputes
8.1 Design Specifications. For custom designs, Licensee shall provide clear and detailed specifications, including any reference materials, preferred styles, or other requirements, at the time of request. Licensor shall use reasonable efforts to create the custom Licensed Materials in accordance with the provided specifications but retains artistic discretion in the design process. Any changes to specifications after design work has commenced may incur additional fees, as determined by Licensor.
8.2 Approval Process. Licensor may provide Licensee with a draft or preview of the custom design for review. Licensee shall provide feedback or approval within 7 business days unless otherwise agreed. Failure to provide feedback within this period may result in the design being deemed approved.
8.3 Disputes Over Custom Designs. In the event of a dispute regarding the custom design’s compliance with Licensee’s specifications, the parties shall attempt to resolve the matter in good faith through negotiation. If no resolution is reached within 14 business days, either party may escalate the dispute to the courts as specified in Section 11.1. Licensor’s liability for such disputes shall be limited as set forth in Section 10.
9. Confidentiality for Custom Design Briefs
9.1 Confidential Information. Any specifications, reference materials, or other information provided by Licensee to Licensor for the creation of custom designs (“Confidential Information”) shall be treated as confidential. Licensor shall not disclose Confidential Information to third parties or use it for any purpose other than fulfilling the custom design request, except as required by law.
9.2 Exceptions. Confidential Information does not include information that: (a) is publicly available through no fault of Licensor; (b) was lawfully obtained by Licensor from a third party without restriction; or (c) was independently developed by Licensor without reference to Licensee’s Confidential Information.
9.3 Licensee Obligations. Licensee shall not disclose Licensor’s proprietary design processes, draft designs, or other confidential information related to the creation of the Licensed Materials to third parties without Licensor’s prior written consent.
10. Limitation of Liability
10.1 Liability Cap. To the fullest extent permitted by law, Licensor’s aggregate liability to Licensee for any claims, damages, or losses arising out of or in connection with this Agreement, including but not limited to disputes over custom designs, shall not exceed the amount paid by Licensee for the License of the relevant Licensed Materials.
10.2 Exclusion of Consequential Damages. Licensor shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities, arising from the use or inability to use the Licensed Materials, even if Licensor has been advised of the possibility of such damages.
10.3 No Warranty. The Licensed Materials are provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor does not warrant that the Licensed Materials will meet Licensee’s specific requirements or be free from errors.
11. General Provisions
11.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town.
11.2 Entire Agreement. This Agreement constitutes the entire understanding between Licensor and Licensee with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
11.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction in South Africa, the remaining provisions shall remain in full force and effect.
11.4 No Waiver. No failure or delay by Licensor in exercising any right under this Agreement shall constitute a waiver of that right.
11.5 Assignment. Licensee may not assign or transfer this License or any rights or obligations hereunder without the prior written consent of Licensor.
11.6 Notices. Any notices required under this Agreement shall be sent via email to Licensee at the contact details provided at the time of purchase, or to Licensor at ahoy.savvypics@gmail.com. Notices shall be deemed received on the date of transmission if sent during business hours (9:00 AM to 5:00 PM SAST), or the next business day if sent outside business hours.
11.7 Force Majeure. Licensor shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, power outages, or internet failures. In such cases, Licensor shall notify Licensee and use reasonable efforts to resume performance as soon as practicable.
11.8 Amendments to Agreement. Licensor reserves the right to amend this Agreement at any time. Any amendments shall apply to Licenses purchased after the effective date of the amendment. Licensee shall be notified of amendments via the Savvy Pics website or email. Continued use of the Licensed Materials after such amendments constitutes acceptance of the revised terms.
END OF AGREEMENT