TERMS & CONDITIONS (PRIVATE/NON-COMMERCIAL USE)
This Art Commission Agreement (“Agreement”) is entered into and made effective as of the date signed between Michael Reynolds, hereinafter referred to as “Artist,” and the undersigned individual or entity, hereinafter referred to as “Client.”
1. SCOPE OF WORK: Client commissions Artist to create an original work of art (“Artwork”) as described in the written quote, proposal, or invoice provided by Artist. Artist shall be engaged solely and exclusively for the purpose of creating the Artwork for Client under the terms of this Agreement.
2. THE ARTWORK: The Artwork shall be created in the medium, size, and general subject matter agreed upon in writing. Artist retains full artistic discretion regarding style, composition, and interpretation.
3. DEADLINE: Artist agrees to complete the Artwork by the deadline stated in the written quote (“Deadline”), provided Client fulfills all obligations under this Agreement. If Artist fails to complete the Artwork by the Deadline, Client may, at Client’s sole discretion, cancel the Agreement, and any refundable amounts paid shall be returned.
4. COMPENSATION: Client agrees to pay Artist the total fee stated in the written quote.
a. A non-refundable deposit of no less than 50% of the total fee is required prior to commencement of work.
b. The remaining balance is due upon completion of the Artwork and prior to delivery.
No rights, licenses, or ownership interests of any kind are granted to Client until full payment has been received.
5. REVISIONS: The commission fee includes two (2) minor revisions. Additional revisions may incur additional fees at Artist’s discretion and must be agreed upon in writing.
If Client does not respond with approval or revision requests within two (2) days of Artist’s notice of completion, the Artwork shall be deemed accepted with no further changes permitted.
6. CLIENT-PROVIDED MATERIALS: Client represents and warrants that any photographs, images, likenesses, or reference materials provided to Artist are either owned by Client or that Client has obtained all necessary rights, licenses, or permissions for Artist to use such materials in creating the Artwork.
Client agrees to indemnify, defend, and hold Artist harmless from any and all claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Artist’s use of Client-provided materials.
Artist does not verify copyright ownership of reference materials and relies solely on Client’s representations.
7. RIGHT OF LIKENESS: Client represents that they have obtained consent from any identifiable individual depicted in the Artwork, or that such consent is not legally required. Client agrees to indemnify and hold Artist harmless from any claims related to rights of publicity, privacy, or likeness.
8. INTELLECTUAL PROPERTY & COPYRIGHT: Artist retains all copyrights and intellectual property rights in and to the Artwork, including but not limited to the rights to reproduce, distribute, display, publish, create derivative works, and sell reproductions of the Artwork, regardless of the sale or transfer of the physical Artwork.
Upon full payment, Client shall own the physical, tangible Artwork only.
Artist grants Client a non-exclusive, non-transferable license to display the Artwork for personal, non-commercial use. Client may not reproduce, sell reproductions of, license, or otherwise commercially exploit the Artwork without prior written consent from Artist.
Artist retains the right to photograph, reproduce, publish, and display the Artwork for portfolio, promotional, educational, exhibition, print, and digital purposes.
Artist’s signature shall remain visible on the Artwork, and Client agrees not to alter, remove, or obscure the Artwork in any manner.
9. ARTIST REPRESENTATIONS: Artist represents that the Artwork is an original work created by Artist and does not knowingly infringe upon the intellectual property rights of any third party, except to the extent the Artwork incorporates Client-provided materials as described herein.
10. TERMINATION & KILL FEE: This Agreement shall automatically terminate upon completion of the Artwork and full payment by Client.
If Client terminates this Agreement prior to completion:
a. If the Artwork is partially completed, Client forfeits the non-refundable deposit and is not entitled to receive the Artwork. All intellectual property rights remain with Artist.
b. If the Artwork is substantially completed or completed, Client shall pay the full commission fee and will be entitled to receive the physical Artwork upon payment. Intellectual property rights remain with Artist unless otherwise agreed in writing.
11. INDEPENDENT CONTRACTOR: Nothing in this Agreement shall be deemed to create any agency, partnership, employment, or joint venture relationship. Artist is an independent contractor.
12. NON-EXCLUSIVITY: This Agreement does not create an exclusive relationship. Artist may accept other commissions and clients at Artist’s discretion.
13. INDEMNIFICATION: Client agrees to indemnify and hold Artist harmless from any and all claims, damages, liabilities, losses, costs, or expenses arising out of Client’s breach of this Agreement, Client-provided materials, or Client’s use of the Artwork.
14. GOVERNING LAW & VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles. Venue shall lie exclusively in Onslow County, North Carolina.
15. FORCE MAJEURE: Artist shall not be liable for failure or delay in performance due to events beyond reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, or governmental actions.
16. RIGHT OF REFUSAL: Artist reserves the right to refuse or discontinue services at Artist’s discretion if circumstances arise that make completion impractical, unlawful, or unethical.
17. SURVIVAL: Sections relating to Intellectual Property, Copyright, Indemnification, Governing Law, and Venue shall survive termination of this Agreement.
18. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Any modifications must be made in writing and signed by both parties.