Terms and Conditions

This Artist Licensing Agreement (the “AGREEMENT”) is entered into effective on the date of Client Invoice payment or upon Freelance Contract Agreement referring to these terms, between Pixel Pajama Studios LLC (“Artist”) and the client (“Client”).

For most commissions and small scale projects, this Agreement will be agreed upon on Client Invoice payment (before delivery of Images). On larger commissioned projects (usually budgets over $500), this Agreement will be agreed upon before work begins and payments will be split into multiple Invoices throughout the project.

All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries. This Agreement pertains to all commissioned artwork created by Pixel Pajama Studios LLC unless another written contract has been agreed upon by both Client and Artist.

Scope of this Agreement

This Agreement applies to any image, graphics, digital assets, or digital images created or taken Artist and delivered to the Client (collectively known as “IMAGES”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless otherwise agreed to by both parties in writing.

Rights

All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Pixel Pajama Studios LLC.

This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images for the intended project and all promotional content related to the intended project. Images used for any purpose not directly related to the intended project and outside of these terms must be with the express permission of Artist and may include the payment of additional fees, unless otherwise agreed to in writing.

To summarize, unless agreed upon otherwise in writing, Pixel Pajama Studios LLC’s copyright retains the right to use the Images for any self-promotional and portfolio-building purposes.

Relationship of the Parties

The parties agree that Artist is an independent contractor and that neither Artist nor Pixel Pajama Studios LLC’s employees or contract personnel are, or shall be deemed to be, employees of Client.

No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

Artist and the Images or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

Creation

The manner and method of creating any Image is solely at the discretion of Artist and the Client has no right to control Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Images conform to Client’s specifications; and (b) submit all Images to Client in publishable quality, on or before any previously agreed upon deadlines.

Delivery

Artist will deliver the Images in .PNG, .GIF, .MP4, or any other standard formats at a resolution that Artist determines will be suitable for the Images as licensed. It is the Client’s responsibility to verify that the Images are suitable for reproduction and use in the intended project.

If the Images are not deemed suitable after delivery of the final product, the Client must to notify the Artist within five (5) business days. Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event will Artist be liable for poor reproduction quality, delays, or consequential damages. Artist has no obligation to retain or archive any Images delivered to Client.

Fees

Cancellation

The Client reserves the right to cancel this contract. If the Artist has begun work on the project and the Client has approved of a progress update/sketch, the Client will pay any expenses incurred and a 25% cancellation fee on remaining payments.

No Exclusivity

This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Pixel Pajama Studios LLC.

Transfer and Assignment

Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

Indemnification

Client will indemnify and defend Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by Client. It is the Client’s responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.

General Law/Arbitration

This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Minnesota. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Becker County Minnesota, and the parties hereby consent to the personal jurisdiction of such courts.

In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability

If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforce-ability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

Waiver

No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.

Changes to These Terms

We may update our Terms and Conditions from time to time. Thus, upon Client Invoice paid or a Freelance Contract Agreement our current terms will be saved on a per Client basis. We encourage you to also save a copy of these terms as they are currently written.