CONTENTS
THE AGREEMENT
This Cover Artwork Creation Agreement (the “Agreement”) is entered into between Deep Waves Music LLC, a Florida limited liability company (“Deep Waves Music,” “DWM,” “Company,” “we,” “us,” or “our”), and the individual or entity commissioning the artwork (“Customer,” “you,” or “your”). It becomes effective when signed or electronically accepted, or when Company begins work at Customer’s request after providing this Agreement (the “Effective Date”).
This Agreement governs custom cover artwork and related design services. The applicable Cover Artwork Project Order (“Project Order”), written estimate, invoice and approved change orders form part of this Agreement. If a conflict exists, the Project Order controls only for the specific commercial or project term it expressly addresses; this Agreement controls all other matters.
The cover image, graphic design, layout or related visual deliverable identified in the Project Order, including final export files but excluding Project Files, rejected concepts and Third-Party Materials except as expressly stated.
The final version approved or deemed approved under this Agreement and delivered after full payment in the file formats stated in the Project Order.
Editable, layered or working files, including PSD, AI, INDD, project folders, drafts, templates, prompts, production notes and other source materials used to create the Final Artwork.
All photographs, logos, trademarks, text, artist names, label names, references, instructions and other materials supplied or selected by Customer.
Stock images, fonts, textures, templates, software-generated elements, licensed assets and other materials owned or controlled by a third party.
Company will provide the services and deliverables stated in the Project Order. No service, file format, concept, revision, source file, print-ready adaptation, motion version, logo design or other item is included unless identified in writing.
Customer will provide a reasonably complete creative brief. Company retains professional and artistic discretion in translating the brief into a design. References communicate direction only and do not require Company to copy another creator’s work or produce an exact replica.
The Project Order states the included number of initial concepts and revision rounds. If omitted, the project includes one initial concept and two consolidated revision rounds. A revision round means one organized list of reasonable changes submitted at the same time and consistent with the approved direction.
New concepts after direction approval, redesigns caused by changed instructions, additional versions, alternate aspect ratios, language versions, print packaging, source files and work beyond included revisions require a written change order and additional fees.
Company will use commercially reasonable efforts to meet common digital-release specifications, but DSPs, printers and platforms control their own standards. Company does not guarantee acceptance, display, color consistency, cropping, compression or uninterrupted use by any third party.
Company may use employees, contractors, licensed tools and production services while remaining responsible for the services it provides under this Agreement. Customer has no right to direct or engage Company personnel individually.
Customer shall provide the brief, text, credits, dimensions, reference materials and approvals reasonably requested by Company. Customer delays extend all target dates and may require rescheduling.
Customer represents that it owns or has secured all rights, permissions and releases required for Customer Materials and the intended use of the Final Artwork, including photographer, model, trademark, logo, typeface and publicity rights. Company is not responsible for clearing Customer Materials unless the Project Order expressly includes that service.
Customer is solely responsible for reviewing spelling, artist and release names, credits, logos, parental-advisory markings, copyright notices and all other factual content before approval.
Customer shall not request infringing, unlawful, deceptive, defamatory or impersonating content. Company may reject or stop work that presents a reasonable legal, ethical, platform or reputational risk.
The Project Order may state whether material generative-AI use is permitted. Unless prohibited there, Company may use AI-assisted tools as part of a broader professional workflow and will disclose material generative use upon request. Customer remains responsible for ensuring the final use complies with applicable platform rules and laws.
Customer shall pay the project fee, deposit and payment schedule stated in the Project Order or invoice. Company is not required to reserve production time or begin work until the required deposit and requested materials are received.
The deposit becomes nonrefundable once Company reserves time, purchases assets or begins work, except where required by law or where Company cancels without cause before performing material work.
Customer shall pay approved change orders, rush fees, additional revisions, third-party licenses, stock purchases, printing, shipping, taxes and other authorized expenses. Company may require advance payment before incurring an expense.
Final, unwatermarked or high-resolution files may be withheld until all amounts are paid in cleared funds. Use or publication of unpaid drafts is unauthorized.
Overdue amounts may accrue a service charge at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law. Customer is responsible for reasonable collection costs and fees caused by chargebacks, returned payments or reversals not resulting from Company error.
Unless a separate signed agreement expressly states otherwise, the project fee is full compensation for the services and Company receives no ownership, royalty, revenue share or participation in Customer’s music or release income.
Any completion or release date is a good-faith target, not a guarantee, unless the Project Order expressly states a firm deadline and Company confirms all dependencies have been satisfied.
Customer shall appoint one authorized decision-maker and provide clear, consolidated feedback within five (5) business days after each submission unless another period is stated. Conflicting or piecemeal instructions may be treated as additional revision work.
Artwork is approved when Customer confirms approval in writing, publishes or uses it, requests final delivery, or fails to identify a material issue within five (5) business days after Company requests final approval. Technical defects reported within five business days will be corrected without charge if within scope.
Changes requested after approval, final export or delivery are new work and may require a new schedule and fee. Company is not responsible for changes made by Customer or third parties after delivery.
Company may deliver by download link or other electronic method. Links may expire. Unless the Project Order states otherwise, Company has no obligation to preserve Project Files or delivery copies more than ninety (90) days after final delivery.
Company retains all rights in drafts, concepts, Project Files and Final Artwork until all project amounts are paid in full. No implied license arises from review access or partial payment.
Upon full payment, the Final Artwork created solely by Company for Customer will be treated as a work made for hire to the extent it legally qualifies. To the extent it does not qualify, Company assigns to Customer all transferable copyright rights in those original final elements, subject to Sections 6.3 through 6.6.
The transfer does not include Company’s preexisting materials, methods, know-how, templates, tools, Project Files, rejected concepts or Third-Party Materials. Company grants Customer a perpetual, worldwide, nonexclusive license to use any embedded Company preexisting element solely as part of the Final Artwork for the intended project.
Third-Party Materials remain subject to their license terms. Customer may use them only as incorporated into the Final Artwork and may not extract, resell, register or separately exploit them unless the applicable license permits it. Customer shall comply with any attribution, use, territory, duration or volume limits disclosed by Company.
Project Files and rejected or unused concepts remain Company property and are not licensed for use. Editable source files are delivered only when expressly included and may contain nontransferable components that must be replaced or separately licensed.
After Customer publicly releases the project, Company may display the Final Artwork and identify Customer and the project in Company portfolios, websites, social media, award submissions and business presentations, subject to any written embargo or confidentiality term in the Project Order. Neither party may imply an endorsement beyond the project relationship.
Customer may cancel by written notice. Customer shall pay for work performed, committed third-party costs and nonrefundable amounts through the cancellation date. If completed work exceeds payments received, the balance is immediately due. No rights in unfinished or unpaid work transfer.
Company may suspend or terminate for nonpayment, unlawful instructions, abusive conduct, repeated failure to cooperate, rights concerns or material breach. Company may provide a reasonable opportunity to cure when appropriate, but immediate action is permitted for legal, security or reputational risk.
A project may be treated as abandoned if Customer does not respond for thirty (30) consecutive days after a written request for information, feedback or approval. Company may close the project, retain payments earned and require a reactivation fee and new schedule to resume.
Sections concerning payment, ownership, licenses, confidentiality, indemnification, limitation of liability, disputes and general provisions survive termination.
Company warrants that original elements created solely by Company will not knowingly copy a third party’s protected work and that Company has authority to grant the rights expressly stated. Customer’s exclusive remedy for a verified breach is, at Company’s option, correction, replacement or refund of the fees paid for the affected deliverable.
Except for the express warranty above, services and deliverables are provided “as is.” Company does not provide legal, trademark, copyright-registration, marketing, sales or platform-compliance advice and disclaims implied warranties to the fullest extent permitted by law.
Customer shall defend, indemnify and hold harmless Company and its affiliates, owners, officers, employees, contractors, agents and service providers (“Company Parties”) from claims, damages, liabilities, settlements, penalties, costs and reasonable external legal fees arising from Customer Materials, Customer instructions, Customer’s intended or actual use, unauthorized modifications, Customer’s breach or Customer’s failure to obtain required rights or approvals.
To the fullest extent permitted by law, Company Parties are not liable for indirect, incidental, special, consequential, exemplary or punitive damages; lost profits, release opportunities, reputation, data or anticipated savings; or third-party platform, printer or vendor decisions.
Except for obligations that cannot lawfully be limited, Company’s aggregate liability arising from the project will not exceed the fees actually paid to Company for that project. Customer shall not recover the same loss more than once under multiple legal theories.
Deep Waves Music LLC is the sole contracting party. No Company owner, member, manager, officer, employee, agent or contractor, including Carlos R. Peña (professionally known as CPayne), has personal liability for Company obligations solely by reason of acting for Company, except to the extent such limitation is prohibited by law.
Each party shall protect nonpublic project, business, financial and creative information received from the other and use it only for the project. This duty does not apply to information lawfully public, independently developed, already known without duty or required to be disclosed by law.
Company will not intentionally publish unreleased Final Artwork before Customer’s announced release date or written approval, except to personnel and service providers who need access to perform the project.
Company may process contact, payment and project information as reasonably necessary to provide services, prevent fraud, comply with law and maintain business records. Operational notices may be sent electronically to the latest contact information provided.
Before filing suit, a party shall provide written notice describing the dispute and allow thirty (30) days for good-faith discussion, unless emergency relief is reasonably necessary. Unresolved disputes shall first be submitted to confidential mediation in Miami-Dade County, Florida, with mediator fees shared equally unless the parties agree otherwise.
Florida law governs. Exclusive venue lies in the state or federal courts in Miami-Dade County, Florida, and each party consents. The prevailing party may recover reasonable attorneys’ fees and costs to the extent awarded.
Company is an independent contractor. This Agreement creates no employment, partnership, joint venture, fiduciary duty, agency, franchise or ownership relationship.
Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, illness, government action, internet or power failure, cyberattack, labor disruption, supply interruption or third-party service failure. Affected dates will be adjusted reasonably.
Customer may not assign without written consent. Company may assign to an affiliate or successor and may subcontract while remaining responsible for its obligations.
This Agreement, the Project Order and approved change orders are the entire agreement. Amendments must be written or electronically accepted. A waiver applies only to the specific instance.
If a provision is unenforceable, it will be modified or severed, and the remainder stays effective. Headings are for convenience; “including” means “including without limitation.”
The parties consent to electronic records, signatures, notices and counterparts. A typed name, electronic signature, click acceptance, or scanned counterpart has the same intended effect as an original signature to the fullest extent permitted by law.