Terms and Conditions
Artist Licensing Agreement for Commissioned Artwork
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”). 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 contract is 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.
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. Images may contain copyright management information (CMI) at the discretion of Artist in the form of either 1) a copyright notice © 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 the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute. 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.
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.
Artist will deliver the Images in .PNG 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.
All fees and expenses payable under this agreement/invoice and are required before delivery of the final Images. In the special case that final delivery occurs before payment or that the payment has been mistaken or refunded, the Client must pay all fees no later than ten (10) business days from the delivery of the Images and payable irrespective of whether Client makes actual use of the Images. If full payment has not been received within thirty (30) days all rights are revoked at Artist’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Artist with written statement that all images have been removed and destroyed.
In the event of this agreement being agreed upon by freelance contract before work begins, the Client reserves the right to cancel the contract. If Client cancellation of this Agreement prior to 1) Stated delivery date on the Client Invoice or 2) within one (1) month of this agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee.
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.
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.
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.
If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
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.
Apps and Asset Packs
By downloading or using any of our apps (Astral Defense, Sonar Smash, and Doomridge Dungeon) these terms will automatically apply to you – you should make sure therefore that you read them carefully before using our apps or products. You’re not allowed to copy, or modify the apps, any part of the apps, or our trademarks in any way. You’re not allowed to attempt to extract the source code of the apps, and you also shouldn’t try to translate the apps into other languages, or make derivative versions. The apps themselves, and all the trade marks, copyright, database rights and other intellectual property rights related to it, still belong to Pixel Pajama Studios LLC.
By purchasing any of our Asset Packs via Itch.io or from the Unity Asset Store you are free to modify and use those assets in any number of commercial or free projects. You are not allowed to resell any of these assets, modified or otherwise.
Pixel Pajama Studios LLC is committed to ensuring that our apps and assets are as useful and efficient as possible. For that reason, we reserve the right to make changes to our products or to charge for its services, at any time and for any reason. We will never charge you for the app or a service without making it very clear to you exactly what you’re paying for.
Our apps and website may store and processes personal data that you have provided to us, in order to provide our services. It’s your responsibility to keep your phone and access to the apps secure. We therefore recommend that you do not jailbreak or root your phone, which is the process of removing software restrictions and limitations imposed by the official operating system of your device. It could make your phone vulnerable to malware/viruses/malicious programs, compromise your phone’s security features and it could mean that our apps won’t work properly or at all.
You should be aware that there are certain things that Pixel Pajama Studios LLC will not take responsibility for. Certain functions of our apps on mobile versions may require the app to have an active internet connection. The connection can be Wi-Fi, or provided by your mobile network provider, but Pixel Pajama Studios LLC cannot take responsibility for the app not working at full functionality if you don’t have access to Wi-Fi, and you don’t have any of your data allowance left
If you’re using an app outside of an area with Wi-Fi, you should remember that your terms of the agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the app, or other third party charges. In using the app, you’re accepting responsibility for any such charges, including roaming data charges if you use the app outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you’re using the app, please be aware that we assume that you have received permission from the bill payer for using the app.
Along the same lines, Pixel Pajama Studios LLC cannot always take responsibility for the way you use the app i.e. You need to make sure that your device stays charged – if it runs out of battery and you can’t turn it on to avail the Service, Pixel Pajama Studios LLC cannot accept responsibility.
With respect to Pixel Pajama Studios LLC’s responsibility for your use of our apps, when you’re using an app, it’s important to bear in mind that although we endeavor to ensure that it is updated and correct at all times, we do rely on third parties to provide information to us so that we can make it available to you. Pixel Pajama Studios LLC accepts no liability for any loss, direct or indirect, you experience as a result of relying wholly on this functionality of the app.
At some point, we may wish to update our apps and asset packs. Our products are currently available on Android, iOS, PC, and Mac – the requirements for all systems (and for any additional systems we decide to extend the availability of the app to) may change, and you’ll need to download the updates if you want to keep using the product. Pixel Pajama Studios LLC does not promise that it will always update it’s apps so that it is relevant to you and/or works with the version that you have installed on your device. However, you promise to always accept updates to the application when offered to you, We may also wish to stop providing an app, and may terminate use of it at any time without giving notice of termination to you. Unless we tell you otherwise, upon any termination, (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the app, and (if needed) delete it from your device.
Changes to This Terms and Conditions
We may update our Terms and Conditions from time to time. Thus, you are advised to review this page periodically for any changes. We will notify you of any changes by posting the new Terms and Conditions on this page. These changes are effective immediately after they are posted on this page.
If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at support(at)pixelpajamastudios.com, ping us on Discord, or contact us through your favorite social media network.