v1.1 ― 2016.01.01
Terms hereunder apply on an indefinite basis to, and are affected only if explicitly addressed in, the letter(s) of agreement (“Agreement”), which shall be drafted on a per project basis to outline the deliverable artwork or service (“Art”) as between the originator of Art (“Artist”) and the purchaser of rights to Art (“Client”).
1. Reservation of Rights: Original Artwork / Modification / Publication / Accreditation;
2. Policy: Warranty / Indemnity / Limitation of Liability;
3. Payment: Transaction / Estimation / Cancellation / Resolution;
Reservation of Rights
1.1 Original Artwork
All rights and title to, and interest in digital files and original art with which Art was created, except for the licenses expressly granted to Client in Agreement, vests solely and exclusively in Artist. Layered digital files may not be transferable on principle of copyright use for third party artwork including, but not limited to, photography and typography. Any use additional to that expressly granted requires arrangement for payment of a separate fee.
Revisions may be made only by Artist during the revision cycles specified in Agreement. Alteration(s) to Art after revision cycles have been exhausted should not be made without consulting Artist, and Artist should be allowed the first option to make any alteration(s) when possible, and may require arrangement for payment of a separate fee. Artist reserves the right to protect Art from modification that would harm the reputation of Artist, and to recall, to withdraw or disavow Art if it is changed.
Artist reserves the right to reproduce, publish and display Art in Artist’s portfolios and websites, and in galleries, periodicals and other media or exhibits for the purpose of recognition of creative excellence or professional advancement.
Artist reserves the right to attribution, so that authorship is acknowledged, and credit line suitable to the design will be used. Client agrees to pay an additional fifty (50) percent of the total fee, excluding expenses, for failure to include credit line. Credit line is required independent of Artist’s signature, which shall be included at Artist’s discretion, unless declared otherwise in Agreement.
Artist warrants that, to the best of Artist’s knowledge, Art is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that artwork or portions thereof obtained through third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; and that artwork prepared by Artist does not contain scandalous, libelous, or unlawful matter.
Client agrees to indemnify and hold Artist harmless against any and all claims, costs, and expenses due to materials included in Art at the request of Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
2.3 Limitation of Liability
Art is sold as is. In all circumstances, the maximum liability of Artist to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract or otherwise, shall be limited to the net profit of Artist in Agreement. In no event shall Artist be liable for any lost data or content, lost profits, business interruption, or for any indirect damages relating to the materials or services provided by Artist.
Client’s right to use Art is conditioned upon Client’s compliance with these terms of agreement and upon Artist’s receipt of payment for all invoices within ten (10) days of the invoice date. If Artist receives payment from Client more than ten (10) days after the invoice date, Artist may impose a late fee of seventy (70) dollars and, if Artist receives payment from Client more than thirty (30) days after the invoice date, the Artist may assess interest equal to two (2) percent of the unpaid balance for each month, or a portion of the month that the balance is unpaid. If Client has not paid an invoice within ninety (90) days, Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
3.2 Estimation and Expenses
Client agrees to reimburse Artist for all approved expenses arising from Art including, but not limited to, printing, shipping and travel, the cost(s) of which will be itemized on the final invoice. Fees and expenses shown are fixed minimum estimates; final numbers will be presented when the final invoice is rendered. Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten (10) percent or more.
Any percentage of the agreed-upon fee for Art invoiced the date of Agreement is non-refundable. Any remaining percentage of the agreed-upon fee for Art may be billed in stages so that Artist and Client may adjust for revisions; Client is billed only through the stages that were completed by Artist; and, one-hundred (100) percent of the fee is due if Art has been completed. Cancellation fees are due within ten (10) days of notification that, for any reason, Art is rejected, canceled or postponed, before the final stage, and, upon cancellation, all rights to Art revert to Artist and all original artwork must be returned.
Any disagreements will be settled by binding informal arbitration; Artist and Client each pick a mediator; Artist’s mediator and Client’s mediator then appoint a third mediator, and that mediator spends up to three (3) hours reviewing memos written by both Artist and Client and decides who’s right; the award shall be final. All costs of the mediator appointed in accordance with this section shall be borne equally by Artist and Client.
Artist may, during the course of delivering Art or in relation to Agreement have access to, and acquire knowledge regarding materials, data, systems, and other information of or with respect to Client, which may not be accessible or known to the general public. Artist shall not publish, and take all reasonable measures to avoid disclosure of, any such knowledge to the public domain or to persons other than those authorized to have such knowledge.
Terms may be updated without notice at the discretion of Dane Aleksander; use of the version validated at the time of Agreement may continue to apply to on-going projects.
Please direct any question you have about these Terms of Agreement to email@example.com.