This Agreement is made by and between Pawblo Picasso, LLC, a Massachusetts Limited Liability Company (“PP”) and you (the “Client”).
SECTION 1. Pet Portrait. PP agrees to create an original portrait painting (the “Portrait”) of Client’s or the intended recipient’s pet(s) based upon a pet photograph (“Photo”) to be provided by Client to PP. The Portrait shall be in the dimensions stated in the order form, shall be painted with acrylic paint on a wooden panel or stretched canvas, ready to hang, but also suitable for framing. Client represents and warrants that Client owns the copyright in the Photo and/or has the authority to grant permission to PP to create a portrait derived from the Photo and shall hold PP harmless from any unauthorized access to the Photo.
SECTION 2. Fee and Non-Refundable Deposit. Client shall pay PP the amount stated in the order form (the “Portrait Price”) as a fee for the Portrait, plus sales tax and shipping cost, if applicable. The Portrait Price does not include potentially applicable costs of revision as described below in Section 6. Client will pay PP fifty percent (50%) of the entire Portrait Price as an upfront payment (“the Deposit”). Payment of the Deposit secures a spot in PP’s workflow queue. Client acknowledges that the Deposit is NON-REFUNDABLE. Client shall pay the balance of the Portrait Price, plus any revisions fees under Section 6, if applicable, no later than the time of final delivery of the Portrait to Client. Payment shall be made by cash, check, gift certificate, money order, or PayPal. In the event that Client pays using a gift certificate, which varies in value depending on the gift certificate, Client shall only exchange and use the gift certificate as payment for the Portrait Price during a period of up to seven (7) years after the original purchase date of the gift certificate. If the gift certificate does not cover the total Portrait Price, Client shall pay PP the difference of the Portrait Price through one of the approved forms of payment listed above.
SECTION 3. Artistic Approach. Client is familiar with PP’s artistic style, taste and workmanship (“Artistry”) based upon images contained at PP’s website or other PP works that the Client has seen, and Client agrees and acknowledges that PP’s Artistry is desirable to Client. The Portrait shall be painted by PP in a manner consistent with PP’s Artistry, and PP shall endeavor to create an accurate likeness of the Pet based upon the Photo provided to PP by Client.
SECTION 4. Pet Photo. Within thirty (30) days of paying the Deposit, Client shall email or mail to PP a suitable pet photo or several suitable pet photos for PP’s review and approval. Client understands that failure to comply with this provision entitles PP to cancel the Portrait project and retain the Deposit. Within a reasonable period of time of receiving the Photo, PP shall inform Client whether or not the Photo (any of them) will be suitable for the purpose of creating a Portrait. If Client submits more than one photograph, PP shall specify which photograph will be utilized. PP reserves the right to refuse a Portrait project if PP decides that the quality of the Photo submitted by Client is not suitable for a Portrait. If PP rejects the Photo, Client may substitute alternate photographs within one (1) week following PP’s rejection. If PP continues to reject the Photo after Client submits alternate photographs, Client may continue to substitute alternative photographs within one (1) week following PP’s rejection. However, if Client elects not to submit a substitute photograph or fails to do so within one (1) week following PP’s rejection, PP may cancel the Portrait project. If Client fails to submit the Photo for PP’s review and approval within the above deadlines, PP has the sole discretion to extend these deadlines. Once PP deems the Photo suitable, PP will begin creating the Portrait within a reasonable period of time and will provide an estimated date of completion. PP reserves the right to extend at any time the estimated date of completion of the Portrait.
SECTION 5. Portrait Creation Process and Interim Approvals. A. The Photo Composition Phase: To reduce the likelihood of any major revisions, as defined in Section 6(B), PP shall send or email to Client a cropped version of the Portrait so that Client can review and approve the Portrait layout and composition. Prior to PP’s commencing of the Portrait, Client may notify PP that Client wants to increase the size of the Portrait, in which case the Portrait Price shall be adjusted, and Client shall pay the adjusted Portrait Price cost at the time of payment of the final balance. B. The Painting Phase: Upon Client’s approval of the cropped version of the Portrait, PP shall commence the painting phase of the Portrait. Upon completion of the painting phase and prior to PP’s painting the background color of the Portrait, PP shall send a photograph of the Portrait to Client for Client’s review and approval. C. The Background Stage: After the painting phase, PP shall ask Client if Client has any particular background colors in mind and if Client would like to see different colors through Photoshop examples. After PP and Client agree on a background color, PP and Client shall memorialize the agreed upon color in a written communication (e.g., an email correspondence), and PP shall paint the background of the Portrait. D. Final Completion: Upon completion of the Portrait, PP shall send a photograph of the Portrait to Client for Client’s review. Once PP is informed that Client is satisfied with the Portrait, PP shall then spray the Portrait with a protective synthetic resin, and PP shall sign the Portrait and attach hanging hardware to the back of the Portrait.
SECTION 6. Revisions. A. Minor Revisions: Client is entitled to request minor revisions for the Portrait at no additional cost. Minor revisions are changes that are not considered major revisions, as defined in Section 6(B). Minor revisions include, for example, slight color changes and fur texture changes, but do not include, for example, revisions that seek to depict the pet(s) in a different manner from the original Photo by changing the pose of the animal of the Portrait from the pose of the animal in the Photo and changes to the painted background color if the parties had already agreed upon a background color. PP has the sole discretion to determine whether Client’s requested revision is considered minor or major, and shall notify Client of whether a requested revision is minor or major before revising the Portrait. B. Major Revisions: Major revisions are those revisions that seek to change the composition of the Portrait. The composition of the Portrait includes, but is not limited to, the placement or arrangement of visual elements or ingredients in the Portrait. For example, a request to change the size of the animal or to use a different Photo after commencement of the Portrait constitutes a Major Revision. If Client requests a major revision, PP and Client shall negotiate and agree to an additional fee for the major revision (the “Major Revision Fee”), which shall be added to the total Portrait Price and is payable at the time of final payment. The addition of the Major Revision Fee to the original Portrait Price, if applicable, shall be considered a valid, binding amendment to this Agreement, and PP and Client shall memorialize the additional Major Revision Fee in a written communication (e.g., an email correspondence). If PP and Client cannot agree on a major revision fee, and Client is unsatisfied with the Portrait, then, as described in Section 7 of this Agreement, Client is not obligated to pay the remaining balance of the Portrait Price, and PP shall retain any balance of the Portrait Price, including the Deposit, already paid by Client. In such an event, PP’s duties and obligations under this Agreement shall be considered complete, and PP has the right to keep the Portrait for whatever use PP so desires. However, if PP and Client cannot agree on a major revision fee and Client thereafter decides to forego the major revision request, PP shall complete the Portrait, and both parties shall fulfill their remaining duties and obligations under the Agreement as originally agreed upon.
SECTION 7. Client Satisfaction. Client agrees that PP is competent in creating a Portrait similar to the Photo, and understands the Deposit is non-refundable. However, if Client is unsatisfied with the final Portrait, Client is not obligated to pay the remaining balance of the Portrait Price. In such an event, PP’s duties and obligations under this Agreement shall be considered complete, and PP shall retain any balance of the Portrait Price, including the Deposit, already paid by Client. Additionally, in such an event, PP has the right to keep the Portrait for whatever use PP so desires.
SECTION 8. Estimated Date of Completion. PP shall use reasonable commercial efforts to complete the Portrait by the estimated date of completion. However, the estimated date of completion is not a guarantee of the actual date of completion, and PP reserves the right to modify the estimated date of completion at any time.
SECTION 9. Final Invoice and Delivery. PP shall send the final invoice to Client (including shipping costs, if any) after the PP completes painting the Portrait. PP must receive full payment of the Portrait Price in cash, money order, check, credit card, or PayPal prior to delivery (or pick-up) of the Portrait. In lieu of shipping the Portrait to Client, PP grants Client the option to pick up the Portrait at PP’s studio (Joy Street Studios, 86 Joy Street, Somerville, MA); or to arrange a date and time for drop-off of the Portrait within twenty (20) miles of the City of Boston.
SECTION 10. Shipping Policy. The Portrait shall be professionally packaged and shipped through the United States Postal Service (“USPS”) unless Client requests another carrier. PP shall fully insure the Portrait with USPS for the value of the Portrait Price. If the Portrait is lost, stolen, or damaged, Client shall have the option of having a replacement Portrait completed by PP free of charge, or be refunded the refundable portion of the Portrait Price (the full Portrait Price less the Deposit).
SECTION 11. Ownership and Use. Upon final payment to PP and delivery of the Portrait to Client or the Portrait’s intended recipient, Client or the Portrait’s intended recipient shall become the owner of the Portrait. PP shall retain copyright ownership of the underlying copyright of the Portrait and, as copyright owner, PP shall, among other things, have the right to display, reproduce, and/or sell copies of the Portrait. Client and/or the Portrait’s intended recipient shall not have the right to reproduce the Portrait without the express, prior written consent of PP.
SECTION 12. Miscellaneous. This Agreement is governed under the laws of the Commonwealth of Massachusetts, and any disputes must be resolved in Massachusetts in a forum within the metropolitan Boston, Massachusetts area. This Agreement contains the full understanding of the parties regarding the subject matter of the Agreement and supersedes and replaces any prior agreement that may have existed. This Agreement and/or any provision contained in it may not be deemed revised, amended, deleted, or waived except as agreed to via written communication, e.g., email, by both parties.