MODEL USAGE AND IMAGE RIGHTS RELEASE AGREEMENT – CLIENT’S BOOKING TERMS AND CONDITIONS (“CBTC”)
The Client or User must accept the following Terms and Conditions when using this website, signing up for an account or making any purchase or booking on this website. StudioDrop is SingaProd PTE. LTD. A Singapore registered PTE Limited Liability Company. Registered Address is, 160 Robinson Rd. 14-04 Singapore 068914.
1. ACCEPTANCE MODEL USAGE RIGHTS
1.1 Binding agreement between StudioDrop (or “we”, “us”, or “our”) provides and makes available its website located at www.studiodrop.com (the Site). Client’s uses of the Service are subject to the terms and conditions contained in the Client’s Terms and Conditions (“CTC”) already approved and, in case you wish purchase a booking according to CTC terms, are also subject to Client Booking Terms and Conditions stated in this Agreement (“CBTC”), integral to CTC.
1.2 When you choose to purchase a Model / Talent for a photo or video shoot you are agreeing to all the policies and procedures set in the Service, between you and StudioDrop. Please read this CBTC carefully. By making a purchase, you acknowledge that you have read, understood, and agree to be bound by this CBTC and to the provisions of CTC. If you do not accept these special terms and conditions, then you will not be allowed to finalize any booking.
1.3 As described in the CTC provisions, this agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
2. PROCEDURE FOR MAKING A PURCHASE BOOKING
2.1 Making a Purchase. Clients may purchase a ‘shoot’ and book Model / Talent through the online service. You represent and warrant that the information you submit about each Job (together, with all other materials submitted by you to the Service, “Client Materials”) is accurate. In addition, StudioDrop has the right – but not the obligation – in its sole discretion to refuse or delete any purchased jobs that it reasonably considers to violate this CTC or be otherwise illegal or inappropriate.
2.2 Purchasing Jobs. If you wish to book one or more Model / Talent for a Job, you may book an additional job through the Service, which will display when checking out (“Final Price”). When the payment is fully processed and received the status of the job will be completed, otherwise it will be under pending payment. The fees and prices listed upon checkout and are binding and subject to these terms.
3. PAYMENTS
3.1 Full payment will be processed upon the Client checking out. Payments can also be made over the phone or via wire / banking transfer.
3.2 Payments are payable and non refundable whether or not the Model Usage right is exercised or not.
3.3 Rights for Usage are not permitted until StudioDrop has received payment in full.
3.4 StudioDrop reserves the right to alter payment terms if it deems appropriate.
4. CANCELLATION POLICY
4.1 If a Client cancels a purchase:
4.1.1 48 hours after the Client’s samples have been collected by our nominated courier, the Client will pay full price of the booking purchased.
4.1.2 If cancellation occurs within 48 hours after samples have been collected by our nominated courier, the Client will be refunded 50% of the price as a fee (“Cancellation fee”), which will be paid to the Model and courier company compensation and transportation costs.
4.1.3 If a Client cancels before samples are collected then the Client will be refunded in full minus any transfer / merchanting charges that might apply.
4.2 Model’s Cancellation. In case the Model / Talent cancel on short notice, or are not available to shoot for any reason (illness, death, incapacity, etc), then your second (2nd) or third (3rd) choice Models will be booked for the shoot. StudioDrop cannot be held liable for Models Cancellation, illness, injury, emergency, force majeure.
5. USAGES
5.1 Unless expressly agreed in writing by StudioDrop support team, it is understood that the usage of all and any material produced with StudioDrop models during a purchased job is only allowed according to the specific usage schedule below:
Length of Use: Perpetuity / Forever
Territory: Worldwide for Digital.
5.2 Usage expressly does not include billboards or any other form of outdoor advertising. If you would like these rights, please do contact us and we can help you directly.
5.3 Client can requests that a Model / Talent support their product with their own social media, and the request is approved by the Model / Talent, then following is understood:
5.4 Additional fees are payable for the right to use the Model / Talent’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it, either complete or in part whether alone or in conjunction with any wording or other images, photographs, drawings or anticipated purposes which are in addition to and outside the scope of the Permitted Use, details of which are set out in this agreement. For the avoidance of doubt, additional fees are payable for the right to use the Model / Talent’s image or reproductions, or adaptations of, or drawings derived from that image, or any other representation of it.
5.5 Behind-the-scenes filming and photography is permitted for the use on both StudioDrop and the client to promote under the correct circumstances and conditions. This is under StudioDrop discretion.
6. EXCLUSIVITY
6.1 Unless otherwise agreed in writing by StudioDrop, Model / Talent images or video is supplied to the Client on a fully non-exclusive basis and the Model shall be free to provide similar and / or competing services to any third party and / or competing product or brand of the Client.
6.2 An additional fee agreed to in writing will need to be stipulated when the use of the Model’s image or the service to be supplied by a Model in relation to a product is required on an exclusive or semi-exclusive (for example sector specific or territorial exclusivity) basis which precludes supplying services or allowing the use of the Model’s image for competing and / or particular sector of products or within a particular territory. A Model can supply services to and allow use of the Model’s image by any competitor unless such an exclusivity fee is negotiated and paid by the Client.
7. TERMINATION
StudioDrop may terminate this Agreement immediately on written notice. The Client will procure the necessary insurance cover with a reputable insurance provider to protect against such termination and any associated liability and StudioDrop shall not be liable to the Client for any costs incurred as a result of such termination, in the following circumstances, under StudioDrop’s discretion:
7.1 There are sums owing to StudioDrop by the Client under this Agreement and such sums are not paid by the Client within 14 days of the due date for payment;
7.2 The Client commits any other material breach of any of its obligations under this Agreement;
7.3 Any meeting of creditors of the Client is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement, liquidation or Insolvency is proposed or entered into by or in relation to the Client (other than for the purpose of a bona fide reconstruction or amalgamation);
7.4 A supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of the Client;
7.5 The Client ceases or threatens to cease to carry on business or is or becomes unable to pay its debts.
7.6 A petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Client; and/or
7.7 Any event analogous to any of the foregoing occurs in any jurisdiction.
8. MORALITY AND NON DEGRADATION
8.1 The Client shall ensure as to not create any association nor undertake any action which does or which has the potential to bring StudioDrop and/or the Model / Talent into disrepute, nor cause any damage to and/or degrade the reputation and/or goodwill associated with StudioDrop and/or the Model / Talent;
8.2 Engaging in or being associated with any immoral, illegal, inappropriate, demeaning, discriminatory or degrading behaviour; and/or;
8.3 Being brought into disrepute for any reason whatsoever; and/or
8.4 Receiving negative coverage in the press, on social media or any other media for whatever reason.
8.5 If the StudioDrop and/or Model / Talent consider the Client’s behaviour breaches the provisions of section, StudioDrop shall have the right to terminate this agreement and seek damages.
9. WARRANTIES
The Client warrants and represents to the StudioDrop that:
9.1 It has full capacity to enter into the Agreement and perform its obligations under the Agreement;
9.2 The Privacy Policy, Limited Liability and Disclaimer, Model Usage and Image Release Agreement is agreed and executed by a duly authorised representative of the Client;
9.3 It has all the necessary permits, licences and consents to enter into and to perform its obligations under the Agreement above and such obligations shall be performed in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments (including but not limited to any employment law or health and safety requirements in effect from time to time); and
9.4 It will promptly disclose to StudioDrop all necessary information and details requested during the checkout process.
10. INDEMNITIES
10.1 The Client shall indemnify StudioDrop and keep it indemnified against all costs, expenses, damages and losses suffered or incurred by StudioDrop and/or the Model / Talent (including but not limited to all legal costs and expenses on a full indemnity basis) arising out of or in connection with:
10.1 Any breach by the Client of the Agreement, including but not limited to, any breach by the Client of any section of Privacy Policy, Limited Liability and Disclaimer, Model Usage and Image Release Agreement
10.2 Any damage suffered by StudioDrop and/or any claim brought by the Model / Talent against StudioDrop for any damage suffered by the Model / Talent as a result of the circumstances specified in any clause under these above mentioned agreements.
10.3 Any claim brought by a third party against StudioDrop in circumstances where, as a result of the Client’s acts or omissions, the distribution of images, in whatever form, outside of the agreed territory and in breach of the Agreement has caused StudioDrop to be in breach of the terms of an exclusive agreement with such third party; and
10.4 Any breach by the Client of any applicable laws and regulations including but not limited to any breach of applicable health and safety or employment laws and regulations as amended from time to time.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Client and anyone obtaining rights from or through the Client is not entitled to use any images for any usage beyond the Permitted Use, or any another usage agreed or permitted in accordance with sections 3 under this agreement.
11.2 The Client agrees to restrict the use and exploitation of the copyright content of the photograph or any other intellectual property rights as specified under this agreement.
11.3 All rights not expressly granted to the Client under the Agreement are hereby fully reserved to StudioDrop and/or the Model / Talent as appropriate. In particular, the Client acknowledges and agrees that StudioDrop is the owner or licence holder of all commercial rights and intellectual property rights relating to the Model / Talent the Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to the Model / Talent other than the rights specifically granted to the Client under the Agreement.
11.4 For the avoidance of doubt, notwithstanding anything in the Agreement, including but not limited to any grant of exclusivity over the use of the images, the Client acknowledges and agrees that StudioDrop and the Model / Talent may use the images (or reproductions) resulting from any purchase or booking in any form whatsoever for the following purposes:
11.5 in order for the Model / Talent and StudioDrop to promote the Model / Talent and in the search of future purchase opportunities for the Model / Talent; and
11.6 for internal and promotional purposes.
12. CONTRACT AND AUTHORITY
12.1 All matters relating to the use of the Model / Talent’s image and commercial modelling rights, any other services supplied by the Model / Talent and all fees are only to be agreed and negotiated by StudioDrop.
12.2 The Client shall not attempt to negotiate, nor allow others to negotiate, with the Model / Talent directly. If the Client or any other person on their behalf or connected with them obtains the Model / Talent’s signature on any document or the Model / Talent’s purported verbal agreement to anything outside of the scope of the Agreement, such signature or verbal agreement shall not constitute a variation of this Agreement and is not binding on the Model / Talent or the StudioDrop unless and until it is agreed in writing by the StudioDrop (such agreement to be determined in the StudioDrop’s absolute discretion).
13. FORCE MAJEURE
13.1 StudioDrop shall not be liable to the Client for any delay in performing or failure to perform any of its obligations under the Agreement which is due to any cause beyond its control and which is unknown to, and cannot reasonably be anticipated by StudioDrop including without limitation fire, flood or catastrophe, acts of God, insurrection, workforce action, war or riots, pandemic (an “Event of Force Majeure”)
13.2 StudioDrop’s obligations under the Agreement shall be suspended for so long as the Event of Force Majeure continues and to the extent that it is so delayed.
14. INTERPRETATION OF AGREEMENT
14.1 For the purpose of the relationship between the Client and StudioDrop the Client acknowledges, accepts and agrees that the StudioDrop is the supplier of services which shall be strictly and exclusively governed by the Agreement. The terms of the Agreement apply to every offer, quotation, acceptance, purchase order, confirmation order, specification and/or contract for the sale and supply of services or goods (including services ancillary thereto) by StudioDrop and supersede any other terms of the Client and take precedence over and override and exclude any other terms stipulated or incorporated or referred to by the Client whether in the booking confirmation form or in any negotiations and any course of dealing established between the StudioDrop and the Client.
14.2 The Client acknowledges that there are no representations, statements or promises made or given by or on behalf of the StudioDrop outside the Agreement which have induced the Client to enter into these terms and conditions (which expression shall include any contract of which the Agreement forms part).
14.3 If there is any conflict or inconsistency between any of the terms of the Agreement, this shall be resolved according to the following numbered order of priority:
14.4 Where such conflict relates to data protection provisions, priority shall be as follows:
15. GENERAL
15.1 If any of the terms, conditions or provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
15.2 Any termination of all or part of the Agreement shall not affect the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into force or continue in force on or after such termination.
15.3 Except as otherwise expressly provided in the Agreement, all representations, warranties, undertakings, agreements, covenants, indemnities and obligations made or given or entered into by the Client and the ultimate Client under the Agreement are assumed by them jointly and severally.
15.4 Nothing in the Agreement shall render any party a partner or agent of the other. Except as expressly permitted by the Agreement, nothing shall allow a party to purport to undertake any obligation on behalf of the other nor expose the other party to any liability nor pledge or purport to pledge the other’s credit.
15.5 No failure to exercise and no delay in exercising on the part of either party of any right, power or privileged under the Agreement shall operate as a waiver of it. Nor shall any single or partial exercise of any right, power or privilege preclude the enforcement of any other right, power or privilege. Nor shall the waiver of any breach of a provision be taken or held to be a waiver of the provision itself. For a waiver to be effective it must be made in writing.
15.6 Except as and to the extent expressly otherwise specified in the Agreement, the rights and remedies contained in the Agreement are cumulative and are not exclusive of any rights or remedies provided by law or elsewhere in the Agreement.
15.7 The parties agree to keep, and to instruct its agents, employees, advisers and sub-contractors with knowledge hereof to keep the Agreement strictly private and confidential and not to disclose any details relating to the same, subject to disclosure in the following circumstances:
15.8 The terms of the Agreement constitute the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of the Agreement.
15.9 No variation or amendment to the terms of the Agreement shall be valid and binding unless in writing and signed by an authorised representative of each party.
15.10 The provisions of this Agreement which are expressly or impliedly intended to survive the termination or expiry of this Agreement shall survive such termination or expiry.
15.11 the parties agree that the Agreement and its provisions will be governed by and construed in accordance with Indonesian law and the parties hereby submit to the exclusive jurisdiction of the local Courts. The parties to the Agreement agree that the StudioDrop may enforce its rights under the Agreement in any other court of competent jurisdictions outside of these courts.
