Terms of Service Agreement

Last Updated 01/04/2024

This Terms of Service Agreement (“Agreement”) is established between the Artist

(“Party A”) and the Client (“Party B”) for the purpose of overseeing the production of
a project ("Commission"). In engaging the services of Party A, Party B consents to
the stipulations outlined herein.

1. ENGAGEMENT
a. Party B shall provide comprehensive and explicit requirements and
associated reference materials or assets before the Commission
begins.
b. Party B hereby grants Party A non-exclusive rights to observe and
replicate Party B’s character design, reference material, and other
intellectual property solely for the purpose of fulfilling the Commission.
c. Party B warrants that the character design, reference material, and all
other intellectual property supplied to Party A are legally obtained and
duly authorized for use in connection with the Commission.
d. Party B affirms they possess the requisite authority to enter into this
agreement, serve as the primary point of contact, and bear sole
responsibility for decision-making and approvals throughout the
process.
e. Party A commits to executing its obligations in good faith to the best
of its abilities and ensures that the Commission is entirely original to
the best of Party A’s knowledge.
f. Party A may incorporate commercially licensed, copyright-free, and
educational materials, assets, and tools in the execution of the
Commission.
 g. Party A expressly warrants that it will not engage in the replication or
extensive referencing of unauthorized materials.
h. Party A reserves the right to decline projects or requests based on
content, subject matter, or other justifiable reasons.
i. Party A, at its discretion, shall define the scope, features, pricing,
deliverables, and additional project details in a proposal using
mediums such as private messages through Discord, Twitter, Google
documents, or email. Such details shall be mutually agreed upon by
Party B before initiating the Commission.

2. CONTENT RESTRICTIONS
a. Party A commits to refrain from generating explicit, offensive, or
otherwise inappropriate content. Specific prohibitions encompass, but
are not confined to, the depiction of furries, mechs, explicit adult
content, underage characters, excessive muscularity, graphic violence
(gore), copied artistic styles, and representations of gender identities
or cultures that Party A may not authentically portray.

3. TIMELINE AND PROCESS

a. The completion of the Commission necessitates a minimum of four
weeks (excluding rush orders) and may extend to a maximum of three
months or beyond. The specific delivery date shall be established
through a separate mutual agreement between Party A and Party B.
b. Party A is committed to providing voluntary progress updates and
soliciting feedback from Party B. Acceptance procedures for each
stage of the commission shall be conducted by Party B upon
completion of the respective work stage by Party A.
c. The final deliverables will be furnished by Party A through email,
Google Drive, or analogous file transfer tools, presented in applicable
 formats. Files hosted by Party A will be accessible for download by
Party B for a period of twelve months.
d. In the event of any delays or adjustments to the timeline, Party A
undertakes to promptly inform Party B.
e. Any delays or modifications to the timeline extending beyond one
month must be mutually agreed upon through standard
communication channels before implementation.
f. Party B reserves the right to request refunds two months after the
deadlines, as per section 8.c., if the Commission remains undelivered
and no agreed-upon amendment to the timeline has been
implemented.

4. REVISIONS
a. Party B is entitled to make two revision requests for character design
projects and three for model art or rigging projects without incurring
additional costs.
b. Major revisions are exclusively permitted during the sketching stage,
while minor revisions are accepted until the project reaches
completion.
c. Each additional revision request beyond the specified allowances will
incur a revision fee.
d. Parties acknowledge that revisions may have implications on project
progress and the established timeline.
e. Except as explicitly specified in the commission information, project
outlines, or otherwise approved by Party A, Party B is prohibited from
making edits to the final deliverables.
5. COMMUNICATION
a. Ongoing communication and discussion will be integral to the project,
encompassing work-in-progress evaluations, idea generation,
collaborative efforts, situational updates, and other pertinent matters.
b. At Party A's discretion, communication channels may include email,
Discord, Twitter private messages, Trello, or other platforms deemed
suitable for effective collaboration.
c. Party A's response time may fluctuate, with a maximum duration of up
to one week, ensuring the provision of more comprehensive or
concrete updates as deemed necessary.
d. Both Parties commit to engaging in discussions regarding
project-related matters. Each party reserves the right to decline
discussions on topics unrelated to the project.

6. RIGHTS & USAGE

a. Party A General Rights
i. By default, Party A retains comprehensive copyright,
ownership, redistribution, and intellectual property rights. These
rights encompass, but are not limited to, display, advertising,
printing, showcasing the Commission, and work-in-progress on
various platforms such as websites, social media, portfolios,
public broadcast channels (e.g., Twitch), and others. Exceptions
may occur when specific rights are expressly transferred to
Party B under a formal agreement or project specifications.
ii. Party A reserves the right to use rejected work-in-progress and
versions for other projects at their discretion, provided it does
not infringe upon Party B's intellectual property rights,
ownership, or likeness, character design, branding, identity
design, or any associated trademarks.
b. Party B Rights for Personal Use Licensed Commissions
i. Party B is granted non-transferable exclusive usage rights to the
Commission for personal use.
ii. Personal use entails displaying the work on social media
accounts for promotional purposes without direct monetization,
printing and framing in personal spaces, inclusion in designs on
websites and channels (excluding content within these
platforms), and other instances where no monetization of the
Commission or content featuring it is involved.
iii. Party B must refrain from claiming the Commission as their own
and is required to credit Party A using proper social
tags/usernames/links when displaying the Commission or
permanently on relevant platforms.

c. Party B Rights for Commercial Use Licensed Commissions

i. Commercial usage rights are not automatically included in
general commissions unless explicitly specified in the
commission type or project specifications on Party A’s websites
(e.g., VTuber models, stream overlays, emotes, etc.) or are
separately purchased and agreed upon.
ii. Commercial rights may vary for each commission type,
encompassing broadcast rights for streams, videos,
advertisements, and monetized content and distribution rights
for selling or reselling the Commission as part of a product or
merchandising on another platform.
iii. In cases of original design commission for Party B's brand
identity, such as character design or logo design, intellectual
property rights are exclusively transferred to Party B for use,
production, and modification purposes, both commercially and
personally.
 iv. The usage of the Commission for AI tools, ML tools, NFTs,
blockchain, or any other for-profit platforms/purposes is strictly
prohibited.
v. Additional charges will be incurred for commercial usage if not
explicitly included in the project type, listing, or specifications,
typically amounting to 2x the original cost.

7. PAYMENTS & FEES

a. For waitlist bookings, Party B is required to pay a non-refundable 5%
deposit, deducted from the overall project fees.
b. Party B is obligated to pay a 50% downpayment upfront. The final
50% is due after the preview of the final deliverables.
c. Invoices, proposals, or payment links will be dispatched to Party B
when Party A is prepared to initiate work on the Commission. It is
imperative that Party B only sends money in response to these explicit
payment requests from Party A.
d. Invoices must be paid within 72 hours upon receipt; failure to do so
may result in project cancellation.
e. Prices are quoted in USD and may be paid through Stripe, PayPal, or
other methods specified by Party A.
f. Prices are subject to variability based on project complexity,
requirements, and additional requests.
g. Once the Commission has commenced or payments have been
executed, Party B acknowledges that the Commission and its
deliverables are solely digital, with no physically shipped goods
involved.
h. Party B affirms its commitment to refraining from issuing chargebacks
and agrees to adhere to the refund policy specified below.
8. CANCELLATION & REFUNDS
a. No refunds are permissible once the Commission has commenced
unless the initiation of the refund is instigated by Party A, except for
circumstances outlined in 8.b. and Section 3.
b. If Party A is unable to fulfill the Commission or experiences delays due
to unforeseen reasons, as delineated in Section 3, Party B may be
eligible for a full refund. In cases where the Commission, up to that
point, has been accepted and utilized by Party B, Party A will provide a
partial refund based on the percentage of completion achieved.

9. CONFIDENTIALITY
a. Party A and Party B mutually acknowledge that any information and
materials exchanged between them, encompassing but not limited to
personal information, technical details, marketing plans, payment
information, or sensitive business information, beyond the scope of
Commission development and not intended for public visibility, shall
be deemed confidential. Both parties commit to refrain from disclosing
such confidential information to any third party without obtaining prior
written permission from the rightful owner of the respective personal
information.

10. INDEMNIFICATION
a. Party B shall indemnify Party A against any claims, losses, damages,
and expenses arising from the usage of the Commission by Party B,
any breach by Party B of the terms outlined in this Agreement, or
claims from third parties.
b. In the event of a violation of Party B's rights or the terms of this
agreement, or if the Commission is not delivered as per the agreed
terms due to negligence on the part of Party A, Party A is obligated to
 rectify the situation initially in accordance with the terms stipulated in
this agreement and additionally to the satisfaction of Party B.

11. ACCEPTANCE
a. By engaging in the first transaction, Party B confirms that they are 18
years of age or older and possess the legal capacity to commit to this
agreement. Alternatively, if Party B is under 18, they affirm that a legal
guardian is making this agreement on their behalf.
b. The agreement date is considered effective as of the first transaction
date.

Note: Businesses, agencies, groups, and other organizations are encouraged to

contact Party A to initiate a detailed discussion regarding potential arrangements.