Terms Of Service Agreement Before starting a project, we need to make sure we are on the same page so there aren’t misunderstandings and to protect against fraud, so please take some time to read through these terms! Thank you. This Terms of Service Agreement (“Agreement”) is entered into between the Artist and the Client for the commission of an artwork (“Work”). By commissioning the Artist, the Client agrees to the following terms:

1. ENGAGEMENT
     a. Client provides clear and complete requirements and expectations upfront, including reference materials or assets before the work and payment begins.
     b. Client grants to the Artist non-exclusive rights to observe and replicate Client’s own character design, reference material and other intellectual property for the use of the Work.
     c. Client warrants that the character design, reference material and other intellectual property provided to the Artist are legally obtained and authorised for use by the Client.
     d. Client warrants that they have the authority to enter this agreement, be the point of contact and is solely responsible for decisions and approval during the process.
     e. Artist strives to perform to the best of their ability in good faith and warrants Work is 100% original according to the Artist’s best knowledge.
     f. Artist may use commercially licensed, copyright-free and/or educational materials, assets and/or tools.
     g. Artist warrants that they will not copy or heavily reference unauthorized materials. h. Artist reserves the right to refuse projects or requests based on content, subject, or other reasons.
     i. Artist defines scope of work, features, price, deliverables and other details for the project in a proposal in a format according to Artist discretion which may include private message through Discord, email, or their site (ReysEphemeral.com). The details set forth by the Artist shall be agreed upon by the Client before work begins.

2. CONTENT RESTRICTIONS
     a. The artist will only take on requests that align with their skills and scope.
     b. The artist will not take on commissions that are based off real people.

3. TIMELINE AND PROCESS
     a. Timeline and updates will be provided on the platform used to commission. Please refer to VGEN or KOFI to learn about the deadline and update process for your commission.
     b. Timeline depends on commission type, complexity, and workload. This will be discussed between the client and the artist.
     c. Client should plan launches and streams accordingly.
     d. Artist provides progress updates and seeks Client feedback voluntarily.
     e. Final deliverables are provided by the Artist using email, Google Drive or similar file transfer tools, in PNG, TIF, or PSD formats as applicable. Any
files hosted by the Artist will be available for the Client to download for at least 3 months.
     f. If there are any delays and adjustments to the timeline, the Artist will inform the Client.
     g. Clients must first agree to delays and amendments to timeline exceeding the agreed upon timeline through standard communication channels.
     h. Clients have the right to request refunds 1 month after deadlines according to 8.c. if Work has not been delivered and there was no agreed upon amendment to the timeline.

     4. REVISIONS
     a. One large revision is allowed per item shown to the Client during the process. Examples of large revisions include but are not limited to pose
changes, or composition changes. 
     b. After line art, only minor revisions are allowed. Examples of minor revisions include but are not limited to colour changes, or other small visual
additions.
     c. Additional charges for excessive revisions may be required.
     d. Revisions may affect progress and timeline. Deadlines that are missed due to extensive revisions will not be applicable for full or partial refunds.
     e. Clients may not edit the work after final delivery unless specified in the commission information, project outlines or otherwise approved by the Artist.
     f. Any desired changes before the art has started but after the payment has been made, may cost an additional fee if it is additional work for the artist

5. COMMUNICATION
     a. Ongoing communication and discussion will occur throughout the project, including work in progress, idea creation and collaboration, situational
updates, and more.
     b. For the artist and clients safety- communication channels will remain solely on the platform used to commission. (EX. Kofi, Vgen, email, or discord.)
     c. Artist response time may vary, up to a few days in order to provide better or more concrete updates.
     d. The Artist and Client agree to discuss relevant matters concerning the project. Both parties have the right to decline other topics of discussion.

6. RIGHTS & USAGE
     a. Artist General Rights
          i. By default, Artist retains copyright, ownership, redistribution and intellectual property rights, which includes but is not limited to display, advertising, printing, the Work and work in progress on websites, social media, portfolios, public broadcast channels (i.e. Twitch) and more, exempting when some or all of these rights are transferred to the Client under express agreement or project specifications.
          ii. The Artist may use rejected work in progress and versions for other projects according to their discretion, under the condition that it does not infringe the Client’s intellectual property rights and ownership of their likeness, character design, branding, identity design or any such trademarks.
          iii. The Artist retains the non-exclusive rights to post merchandise and prints of their Work, unless exclusive commercial rights are purchased by the Client. 

 b. Client Rights for Personal Use Licensed Works
          i. Clients receive non-transferable usage rights to the Work for personal use. Refer to Section 6.c. for commercial rights.
          ii. Personal use means: display on social media accounts with no direct monetization or sales, such as social media profile pictures, banners, and posts; print and framing in personal spaces; display as part of designs on websites and channels, excluding use in content of these websites or channels; or any other instances where no monetization of, or of content featuring, the Work is involved.
          iii. Client must not claim Work as their own and must credit Artist using their social tag/username/link at the instance of display of the Work or permanently on their websites, social media profiles, broadcast channels and so on where possible. Further terms for commercial use can be discussed between the client and artist using one of the approved communication channels (5b.)

 c. Client Rights for Commercial Use Licensed Works
          i. Commercial usage rights are not included in general commissions, unless specified in the commission type or project specifications listed on the Artist’s websites (i.e. vtuber models, stream overlays, emotes, and so forth), or is purchased by the Client and agreed upon.
          ii. Commercial rights may differ for each commission type. Commercial broadcast rights means usage of Work on streams, videos, advertisements and other content, or any similar monetized instances; commercial distribution rights means selling or reselling Work to another party, as a part of any product or merchandising, or on another platform.
          iii. In the case of original design work and assets for the purpose and definition of the Client’s brand identity such as character design, logo design, and more, intellectual property rights of the designs and their likeness are exclusively transferred to the Client for use, production and modification purposes, commercial or personal. (Please clarify in further detail for each type of work if necessary)
          iv. Usage of Work for AI (artificial intelligence) tools, platforms or programs; ML (machine learning) tools, platforms or programs; AI or ML training; NFT; blockchain; or other for-profit platforms/purposes, is strictly prohibited, even if a commercial license has been purchased.
          v. Additional charges will be required for commercial usage if not included in the project type, listing, or specifications, typically 2x of the original cost.

7. PAYMENTS & FEES
     a. For clients not using Kofi or Vgen: the Client pays in full up to $150 value, or pays 50% upfront for higher value projects. Payment terms on Kofi or VGEN are determined by the platform.
     b. In the case of projects above $150, the final 50% is due at the first complete watermarked or low resolution preview of the final deliverables.
     c. Invoices, proposals or payment link will be sent to the Client when the Artist is ready to begin work. Clients must not send money before these requests for payment from the Artist.
     d. Invoices must be paid within 72 hours, or the project may be cancelled.
     e. Prices are in USD, and paid via Paypal.
     f. Prices may vary or change depending on complexity, requirements and/or additional requests.
     g. Once Work has begun or payments have been made, the Client acknowledges Work and deliverables are digital and there are no physically shipped goods to receive.
     h. Client agrees that they will not issue chargebacks and the refund policy mentioned below will be followed.

8. CANCELLATION & REFUNDS
     a. If Client requests cancellation and the work has yet to begin, a full refund can be given.
     b. No refunds are possible after work begins unless initiated by the Artist and
except for circumstances due to the Artist as detailed in 8.c. and Section 3. c. If the Artist cannot complete work or there are delays as detailed in Section 3 for unforeseen reasons, the Client may be eligible for a full refund. If work done up to this point is accepted and used by the Client, the Artist will provide a partial refund according to the amount of work completed. If a full refund is provided: no work the artist has done is permitted to be used by the client. Personal use and commercial rights will return to the artist.

9. CONFIDENTIALITY
     a. The Artist and Client acknowledges that information and materials that are provided to either party (including but not limited to personal
information, technical information, marketing plans, payment information, or sensitive business information) outside of the development of Work, that will not be visible to the public, shall be considered confidential information and shall not be disclosed to any other party without prior written permission from the owner of this confidential information.

10. INDEMNIFICATION
     a. Client indemnifies Artist against claims, losses, damages, and expenses related to Work usage by the Client, breach by the Client of the Agreement, or third-party claims.
     b. If Client’s rights and the terms of this agreement are violated or the Work is not delivered as agreed, due to Artist negligence, Artist will work to remedy the situation first according to the terms aforementioned and otherwise to the satisfaction of the Client.

11. ACCEPTANCE
     a. Client is 18+ and legally able to commit to an agreement or has a legal guardian to make this agreement on their behalf.
     b. Agreement date is upon first inquiry/communication or first transaction. (or by use a digital signature program for a more legally binding and enforceable agreement if the Artist does choose to) Note: Businesses, agencies, groups and other organizations should contact the Artist to discuss arrangements in more detail.