Last updated: May 2, 2024
These Persona Model Terms and Conditions, together with any statement of work entered into between AI Fashion and you (“Model”) (these “Persona Model Terms” or this “Agreement”) constitute a legally binding agreement with respect to your use of the Persona platform as a model. By signing up to the Persona platform as a model, you agree to these Persona Model Terms. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Terms of Service. These Persona Model Terms are incorporated by reference into the Terms of Service. In the event of any conflict between the Terms of Service and these Persona Model Terms, the Persona Model Terms will prevail.
- Services. Model will be responsible for providing on- and/or off-camera services at the Session(s) identified in the Statements of Work (“Services”), in a professional and competent manner to the best of Model’s ability, and consistent with on-set direction and industry standards. Model cannot publish blog or social media posts (the “Post(s)”) that relate to the Services without prior permission from the Company If the Company grants permission for Model to publish Posts, all Posts must be approved in writing by the Company prior to posting, and Model must (i) comply with all laws, including without limitation, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance, and any policies disclosed to Model in writing; (ii) clearly and conspicuously disclose in such Posts Model’s material connection to the Company; and (iii) only include honest expressions of Model’s personal opinions or experiences about the Company and/or its products and not include any objective claims about those products. Model agrees that he or she shall modify or remove the blog or writing immediately upon request by the Company, and any failure to do so shall be a material breach of this Agreement for which the Company may immediately terminate.
- Compensation/No Employment Relationship. In full consideration for Model’s Services and the use of the Materials, the Company shall pay Model the amount identified in the Statements of Work (the “Model Fees”).. Notwithstanding the foregoing, it is the express intent and understanding of the parties that Model is not an employee of the Company.
- Model understands and acknowledges that they are an independent contractor of the Company, and nothing contained in this Agreement will be deemed to create, or be construed as creating, any partnership, joint venture, employment relationship with the Company or give Model any third party beneficiary right of action whatsoever against the Company, or otherwise entitle Model any benefits that the Company provides to its employees, including but not limited to group insurance, liability insurance, disability insurance, vacation, leave, retirement plans, or unemployment insurance. The parties expressly disavow that Model is an employee of the Company for any purpose whatsoever. The Company shall not obtain workers’ compensation or other insurance on behalf of Model, and Model is solely responsible for all payments, benefits, and insurance required for the performance of Services hereunder, including, without limitation, taxes or other withholdings, unemployment, payroll disbursements, and other related expenses. In the event of any injury, illness, disability, or death suffered by Model arising out of or relating to any Services, Model irrevocably releases and holds the Company (and its parent, subsidiaries, affiliates, successors, and assigns, and their respective equity holders, officers, directors, and employees) fully harmless in all respects thereto.
- Ownership of Materials. During the Term (as defined in the Statement of Work) and throughout the Territory (as defined in the Statement of Work), the Company and anyone authorized by the Company shall have the exclusive, royalty-free, sublicensable, irrevocable right and permission to use, transform, modify, alter, publish, republish and/or otherwise exploit Model’s name (including any online handles or aliases), voice, image, Digital Replica (as defined below), performance, likeness, statements and biographical information (“Likeness”) and/or all other results and proceeds from the Services rendered by the Model, including but not limited to materials from the Session (individually and collectively referred to as “Materials”, which shall include any edits, versions, lifts, or cutdowns thereof) in and through all media now known and hereafter invented (“Media”). Model agrees that the Company owns the Materials (except for Model’s Likeness) and the Company has the exclusive right to use the Materials as set forth in this Agreement. Model waives all rights known as “moral rights” that Model may now or later have in and/or to the Materials except where prohibited by laws. The Company shall not be obligated to use Model’s Likeness or the Materials in any way. Unless otherwise agreed to in writing by the Company, Model shall have no right to use the Materials, the Company’s name, trademarks, logos, or any other the Company intellectual property or proprietary rights. “Digital Replica” means a significant, computer-generated or artificial intelligence-enhanced representation of Model’s Likeness, including but not limited to, their face, body, or voice, which substantially replicates or replaces the model's appearance or performance, excluding routine photographic edits such as color correction, minor retouching, or other standard post-production modifications. Notwithstanding anything to the contrary in this Agreement, in the event you upload images to AI.Fashion prior to a Statement of Work being agreed to, and prior to the Term, you also grant to AI.Fashion a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, and display your likeness for the purposes of creating sample imagery for Brands to submit for casting, and to further develop internal tools for such Brands in order to meet their Brand standards, even if the Brand does not ultimately approve the Statement of Work
- Confidentiality. Model may receive confidential information of or relating to the Company, or its brands and products, whether it is marked as confidential or not (“Confidential Information”), and Model agrees not to use or disclose the Confidential Information to any third party, either during the Term or thereafter, except as required by a court of law and provided that Model first provides the Company with an opportunity to object to the court ordered disclosure of such Confidential Information.
- Representations and Warranties. Model represents and warrants that: (i) Model has the full right and authority to enter into this Agreement and Model is able to perform the Services contemplated hereunder; (ii) the Services shall be rendered in a professional manner consistent with the Company’s industry standards, and Model has no physical or mental condition that would endanger Model or others or interfere with Model’s ability to perform the Services; (iii) the Company’s use of the Model’s Likeness and/or Materials will not infringe any third party’s intellectual property or other rights or otherwise violate any applicable laws; (iv) Model will not disparage the Company or its brands and advertising in any way; (v) Model will comply with all applicable laws; and (vi) that in the event that Model is a member of any union (e.g. SAG-AFTRA), Model shall be solely responsible for all applicable union payments or fees, including, without limitation, any contributions to the applicable pension and health funds.
- Releases. Model expressly releases the Company from any and all liability for any accident, injury, or other loss that may result from Model’s participation hereunder. Model shall have no right to approve any use of his/her Likeness or the Materials and shall have no claim (including, without limitation, claims based on invasion of privacy, defamation or right of publicity) arising out of any use, alteration, blurring, distortion, faulty reproduction, fictionalization, illusory effect, or use of his/her Likeness or the Materials in any composite form. the Company shall have no liability or responsibility for any unauthorized third-party use of the Materials and shall not be obligated to cause the takedown of same. Model further agrees that the Company and its agents will not be required to take down or remove Materials that were posted during the Term as authorized herein, and Model hereby waives any claims against the Company and its contractors or agents with respect to any such usage of the Materials or the Model’s Likeness after the Term.
- Indemnification. Model shall defend, indemnify and hold harmless the Company and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, damages, losses, judgments, liens or other costs and expenses (including reasonable attorneys’ fees and the cost of any settlement) arising out of or relating to Model’s breach or alleged breach of any provision of the Agreement and the acts and omissions of Model. Furthermore, Model will indemnify and hold the Company and any successors, assigns, and licensees or sublicensees of the Company harmless from and against any and all claims, damages, liabilities, costs, and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees, arising out of any claim or allegation, whether direct or indirect and without regard to the source of the claim or allegation, that Model is an employee of the Company
- Termination. The Company may terminate this Agreement without cause at any time upon fifteen (15) days’ written notice, provided that should the Company terminate this Agreement without cause, the Company shall pay the Fees due to Model for Services satisfactorily completed prior to termination. In the event of Model’s material, uncured breach of the Agreement or if Model becomes involved in involved in any situation or occurrence tending to bring Model or the Company into public disrepute, contempt, scandal or ridicule, or tending to shock, insult or offend the people of this nation or any class or group thereof, or reflecting unfavorably upon the Company’s reputation or its brands or products, the Company may immediately terminate this Agreement and shall also have the right to pursue any and all other legal remedies, including without limitation the right to injunctive or other equitable relief. In such event, Model will reimburse the Company for a pro rata portion of the Fee paid based on the date of such termination.
- Force Majeure, Union Strike & Disability. The Company in its sole discretion shall have the right to terminate the Agreement without payment to Model or to extend the Term of the Agreement to accommodate rescheduled dates for the performance of Model’s Services if (a) Model is unable or refuses to render Services pursuant to this Agreement as a result of a union strike or Force Majeure Event; or (b) Model should fail to perform the Services hereunder due to any illness, accident or other physical or mental impairment, and/or if prior to performing Services, Model‘s appearance materially changes. The term “Force Majeure Event” shall mean an act of war or terrorism; a travel ban; a quarantine; a riot, civil disorder, or rebellion; a fire, flood, earthquake, epidemic, pandemic, public health emergency or similar act of God; a strike, lockout or similar labor dispute; or compliance with any law, ruling, order, regulation, requirement or instruction of any government or any department or agency thereof; all of which are beyond Model’s reasonable control.
- Publicity. Model shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or the Services, or otherwise use the Company’s trademarks, service marks, trade names, logos, symbols, or brand names in connection therewith, in each case, without the prior written consent of the Company. The Company may, at its option and expense, issue or release any announcement, press release, or marketing materials relating to this Agreement or the Services, and use Model’s Likeness in the such announcements and materials.
- General. The obligations of the parties that by their nature would continue beyond the termination or expiration of this Agreement shall survive beyond any such termination or expiration. Model shall not assign, transfer or delegate its rights or obligations under this Agreement without the prior written consent of the Company No waiver by either party of any breach of any term or provision of this Agreement will be construed as a waiver of any preceding or succeeding breach of the same or any other term or provision. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this agreement will remain in full force and effect. This Agreement shall be construed in accordance with, and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, the laws of the State of California, except its conflict of law rules. The parties expressly agree to submit to the personal jurisdiction of the Superior Courts of the State of California, County of Los Angeles, and the U.S. District Court for the Central District of California in any action to enforce (or otherwise relating to) this Agreement. This Agreement constitutes a single, integrated written contract expressing the entire agreement between the parties. All prior discussions and negotiations have been and are merged into this fully integrated Agreement, which supersedes any and all agreements reached by the parties. Model shall not attempt to enjoin or prevent the use or exploitation of the Materials in any manner for whatever reason. The section headings set forth in this Agreement are for convenience only and will not control or affect the meaning or construction of this Agreement or limit in any way the scope or intent of any of the provisions of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same original. This Agreement may be executed by facsimile and/or PDF and such signatures shall be binding and deemed original for the purposes of implementing and enforcing this Agreement.