Scope of this Agreement

This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Diwa G. Fernandez-Velez (hereafter referred to as “the 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 agreed to 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 the Artist. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images only for the agreed-upon terms as set forth in the Client Invoice and signed by both parties. Images used for any purpose not directly related outside of those terms must be with the express permission of the Artist and may include the payment of additional fees unless otherwise agreed to in writing.

Under no circumstances may the Images or any portion thereof be used for the purposes of training, testing, or developing artificial intelligence (AI) models, algorithms, or related technology. Any such use is strictly prohibited without the express written consent of the Artist.

Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) the Artist's Signarte and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of this Agreement.

Relationship of the Parties

The parties agree that the Artist is an independent contractor and that neither the Artist nor the Artist’s employees or contract personnel are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. The artist and the Images or any other deliverables prepared by the Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.

Creation

The manner and method of creating any Image are solely at the discretion of the Artist and the Client has no right to control the Artist’s manner and method of performance under this Agreement. The Artist will use his/her best efforts to:

• ensure that the Images conform to the Client’s specifications; and
• submit all Images to the Client in publishable quality, on or before the applicable deadlines

Delivery

The artist may select delivery of commission in PNG, or other standard formats at a resolution that the 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 that if the Images are not deemed suitable, 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. Unless otherwise specifically provided, the Artist is not responsible for providing images:

• Larger than A4 international size at 300 dpi – (Any size higher will incur additional charges) 
• Any format higher than 8-bit or in RAW format. The artist has no obligation to retain or archive any Images delivered to the Client.

No Exclusivity 

This Agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by the Artist, and the Artist shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by the Artist. Transfer and Assignment: The 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 the Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.