This Terms of Service Agreement ("Agreement") is entered into between the Artist and the Client for the commission of an artwork ("Work"). By commissioning the Artist, the Client agrees to the following terms:
1. ENGAGEMENT
- Client provides clear and complete requirements and expectations upfront, including reference materials or assets before Work begins.
- Client grants to the Artist non-exclusive rights to observe and replicate Client’s own character design, reference material and other intellectual property for the use of the Work.
- Client warrants that the character design, reference material and other intellectual property provided to the Artist are legally obtained and authorised for use by the Client.
- Client warrants that they have the authority to enter this agreement, be the point of contact and is solely responsible for decisions and approval during the process.
- Artist strives to perform to the best of their ability in good faith and warrants Work is 100% original according to Artist’s best knowledge.
- Artist may use commercially licensed, copyright-free and/or educational materials, assets and/or tools.
- Artist warrants that they will not copy or heavily reference unauthorised materials.
- Artist reserves the right to refuse projects or requests based on content, subject, or other reasons.
- Artist defines scope of work, features, price, deliverables and other details for the project in a proposal and shall be agreed upon by the Client before work begins.
2. CONTENT RESTRICTIONS
- Artist will not create content that is explicit, offensive, or inappropriate.
- Explicit will be defined as "not safe for work" content, such as sexual acts or excessive gore. Artistic nudity does not fall under explicit artwork.
- Though Artist will not create explicit content, both suggestive work and light gore may be done if discussed prior.
3. TIMELINE AND PROCESS
- Work completion requires three days, and may take up to two (2) months depending on each project.
- Client is expected to provide a deadline. If the deadline is less than 3 days after the proposal is made, a rush fee worth 50% of the base price is to be added.
- Timeline depends on commission type, complexity, and workload.
- Artist provides progress updates and seeks Client feedback voluntarily.
- Final deliverables are provided by the Artist through email or Google Drive in PNG or PSD formats as applicable. Any files hosted by the Artist will be available for the Client to download for one (1) month.
- If there are any delays and adjustments to the timeline, the Artist will inform the Client.
- Work will only continue once both Client and Artist agree on the delays and amendments to the project's timeline.
- Clients have the right to request refunds after the deadline is past according to 8.2. if Work has not been delivered and there was no agreed upon amendment to the timeline.
4. REVISIONS
- Only three revisions are allowed during the sketch stage.
- After line art, only minor revisions are allowed.
- A minor revision will be defined as something that can be fixed in under 30 minutes. Changing the color or placement of an item, as well as removing an item, typically falls under this category.
- Revisions may affect progress and timeline.
- Clients may not edit the work after final delivery unless specified in the commission information, project outlines or otherwise approved by the Artist.
5. COMMUNICATION
- Ongoing communication and discussion will occur throughout the project, including work in progress, idea generation and collaboration, situational updates, and more.
- Communication will be done through whatever method both Client and Artist see fit.
- Client is aware that Artist response time will vary depending on the Artist's circumstances.
- The Artist and Client agree to discuss relevant matters concerning the project. Both parties have the right to decline other topics of discussion.
6. RIGHTS & USAGE
1. Artist General Rights
- By default, Artist retains copyright, ownership, redistribution and intellectual property rights, which includes but is not limited to display, advertising, printing, the Work and work in progress on websites, social media, portfolios, public broadcast channels (i.e. Twitch) and more, exempting when some or all of these rights are transferred to the Client under express agreement or project specifications.
- The Artist may use rejected work in progress and versions for other projects according to their discretion, under the condition that it does not infringe the Client's intellectual property rights and ownership of their likeness, character design, branding, identity design or any such trademarks.
2. Client Rights for Personal Use Licensed Works
- Clients receive non-transferable usage rights to the Work for personal use. Refer to Section 6.3. for commercial rights.
- Personal use means: display on social media accounts for promotional purposes with no direct monetization or sales, such as social media profile pictures, banners, and posts; print and framing in personal spaces; display as part of designs on websites and channels, excluding use in content of these websites or channels; or any other instances where no monetization of, or of content featuring, the Work is involved.
- Client must not claim Work as their own and must credit Artist using their social tag/username/link at the instance of display of the Work or permanently on their websites, social media profiles, broadcast channels and so on where possible.
3. Client Rights for Commercial Use Licensed Works
- Commercial usage rights are not included in general commissions, unless specified in the commission type or project specifications listed on the Artist’s websites (i.e. vtuber models, stream overlays, emotes, and so forth), or is purchased by the Client and agreed upon.
- Commercial rights may differ for each commission type. Commercial broadcast rights means usage of Work on streams, videos, advertisements and other content, or any similar monetized instances; commercial distribution rights means selling or reselling Work to another party, as a part of any product or merchandising, or on another platform.
- In the case of original design work and assets for the purpose and definition of the Client's brand identity such as character design, logo design, and more, intellectual property rights of the designs and their likeness are exclusively transferred to the Client for use, production and modification purposes, commercial or personal.
- Usage of Work for AI (artificial intelligence) tools, platforms or programs; ML (machine learning) tools, platforms or programs; AI or ML training; NFT; blockchain; or other for-profit platforms/purposes, is strictly prohibited.
- Additional charges will be required for commercial usage if not included in the project type, listing, or specifications, typically 2x of the original cost.
7. PAYMENTS & FEES
- Invoices, proposal or payment link will be sent to the Client when Artist is ready to begin work. Clients must not send money before the first work in progress image is sent from the Artist.
- Client pays in full for projects up to $150 value, or a 50% downpayment if the project is worth more than $150.
- If the project is worth more than $150, the remaining 50% is to be paid once a preview of the final product is sent.
- As provided in 3.2., a rush fee worth 50% of the base price is to be added if the deadline is less than 3 days after the proposal is made.
- Invoices must be paid within 72 hours, or the project will be cancelled.
- Payment methods will vary based on currency used.
- Transactions with USD are to be paid via PayPal or Ko-Fi.
- Transactions with RMB are to be paid via Wechat.
- Transactions with PHP are to be paid via GCash or PayMaya.
- Prices may vary or change depending on complexity, requirements and/or additional requests.
- Client acknowledges Work and deliverables are digital and there are no physically shipped goods to receive.
- Client agrees that they will not issue chargebacks and the refund policy mentioned below will be followed.
8. CANCELLATION & REFUNDS
- No refunds are possible after work begins unless initiated by the Artist and except for circumstances due to the Artist as detailed in 8.2. and Section 3.
- If Artist cannot complete work or there are delays as detailed in Section 3 for unforeseen reasons, the Client may be eligible for a full refund. If work done up to this point is accepted and used by the Client, the Artist will provide a partial refund according to the amount of work complete.
9. CONFIDENTIALITY
- The Artist and Client acknowledges that information and materials that are provided to either party (including but not limited to personal information, technical information, marketing plans, payment information, or sensitive business information) outside of the development of Work, that will not be visible to the public, shall be considered confidential information and shall not be disclosed to any other party without prior written permission from the owner of this confidential information.
10. INDEMNIFICATION
- Client indemnifies Artist against claims, losses, damages, and expenses related to Work usage by the Client, breach by the Client of the Agreement, or third-party claims.
- If Client's rights and the terms of this agreement are violated or the Work is not delivered as agreed, due to Artist negligence, Artist will work to remedy the situation first according to the terms aforementioned and otherwise to the satisfaction of the Client.
11. ACCEPTANCE
- Client is 18+ and legally able to commit to an agreement or has a legal guardian to make this agreement on their behalf.
- Agreement date is upon first transaction.
Businesses, agencies, groups and other organizations should contact the Artist to discuss arrangements in more detail.
this is a modification of @keyokku's tos template