Terms of Use

1.1 Nuva License is operated by Phileas Retail Corporation Co., Ltd., Corporate ID 0105567217675, of 952 Ramaland Building, 12th Floor, Rama IV Road, Suriyawong Subdistrict, Bang Rak District, Bangkok 10500, Thailand (Nuva, we, us or our). Nuva License is a platform and trading name, not a separate legal entity.

1.2 These Terms govern your access to and use of the Platform and the services supplied by Nuva. By affirmatively accepting these Terms when creating an account, you enter into an agreement with Phileas Retail Corporation Co., Ltd. If you act for an organization, you confirm your authority to bind that organization, which is the User for contractual purposes.

1.3 Schedule 1, Master Definitions, forms part of these Terms. We will identify the applicable definitions version in each accepted agreement.

1.4 The Talent Agreement governs Talent participation, Nuva’s authority to commercialize the Talent’s Digital Likeness, licensing settings, compensation and withdrawal. Each Digital Likeness License Agreement and its License Scope govern the individual License purchased by a Producer. The Privacy Notice explains personal-data processing and statutory rights. Acknowledging the Privacy Notice is not consent to every processing activity described in it.

1.5 Each document governs its stated subject. A transaction-specific License Scope may vary only those License Agreement provisions expressly identified as configurable. Neither the Terms nor a later Platform policy silently varies an issued License. Mandatory law prevails over any inconsistent provision.

1.6 Account creation does not activate a Talent profile or purchase a License. Those actions require their respective acceptances and applicable approvals. Links to all applicable documents must be available before acceptance, with a copy capable of being retained afterward.

2.1 Individual account holders, Talent and persons operating an organization’s account must be more than 20 years old, have legal capacity to enter the applicable agreement and provide truthful age information. Phase 1 does not support participation by persons who do not meet this age requirement.

2.2 You must provide accurate registration details, maintain current contact information and promptly correct information material to identity, authority, payment or licensing. We may request proportionate evidence to verify these details.

2.3 Protect your credentials, restrict access to authorized persons and notify us promptly of suspected compromise. An organization must manage and revoke its representatives’ access appropriately. You are responsible for authorized activity and for consequences attributable to your failure to take reasonable security measures, but are not automatically responsible for every unauthorized act regardless of cause.

2.4 Accounts and verification status may not be sold, transferred or used to impersonate another person. We may decline activation or restrict functionality where verification is incomplete or reasonably inconsistent with information supplied. Our review and appeal process is in clause 9.

3.1 The Platform enables Talent discovery, profile and asset management, approval requests, licensing, payments, secure asset delivery, optional Production registration, identity verification and misuse reporting. Specific services and features may vary depending on availability and the applicable agreement.

3.2 In Phase 1, Nuva provides visual likeness licensing services. Voice licensing is not offered. A License for a Talent’s visual likeness does not authorize voice cloning, speech synthesis or any other use of the Talent’s voice.

3.3 Nuva acts as the principal Licensor for Nuva-owned Likeness Assets and grants rights only to the extent permitted by Nuva’s applicable rights and the Talent’s authorization.

The contracting party under the applicable License Agreement is Phileas Retail Corporation Co., Ltd., unless otherwise expressly stated at the time of the transaction.

3.4 Ownership or possession of a Likeness Asset does not grant unrestricted rights to use or exploit the person depicted.

Any use of a Talent’s Digital Likeness is limited by the applicable Talent authorization, License Agreement and License Scope. Nuva does not claim ownership of a Talent’s identity or personhood.

3.5 Any verification provided through the Platform confirms only that the specified verification or review process has been completed. It does not guarantee that a Talent, Licensed Asset or proposed use is suitable or legally permitted for every purpose.

Nuva remains responsible for its own obligations under the applicable agreements and applicable law.

4.1 A marketplace preview, search result or downloadable sample does not grant commercial rights. Preview materials may not be copied, commercially used, generated with, redistributed or otherwise exploited unless expressly permitted by Nuva or an applicable License.

4.2 Search, recommendation and matching functionality may help Producers identify suitable Talent. Any ranking, recommendation, featured placement or paid placement does not expand the rights available for that Talent or replace the applicable licensing and approval requirements.

4.3 Producers must accurately describe their intended use and provide the information, brief and supporting materials reasonably required for licensing or approval.

The requested use must comply with:

the Talent’s applicable licensing settings and authorization;

the requested License Scope;

Nuva’s Platform rules; and

applicable law.

4.4 Auto-Casting

Nuva may offer an Auto-Casting process for Talent who have provided advance authorization for specified categories of use.

Through Auto-Casting, a License may be issued without a separate case-by-case Talent Approval only where the Producer’s proposed use falls entirely within the scope, conditions and restrictions previously authorized by the Talent.

The Talent may define Auto-Casting conditions including, where applicable:

permitted usage or Production type;

industry or product categories;

Territory;

License Duration;

media or distribution channels;

AI Generation permissions;

AI Training permissions;

Sensitive Use restrictions;

Commercial Use permissions; and

Other licensing limitations made available through the Platform.

The Producer is responsible for reviewing and complying with the applicable Auto-Casting scope before purchasing and using the License.

Auto-Casting does not grant rights beyond the scope authorized by the Talent or stated in the issued License.

4.5 If a Producer’s proposed use falls outside, exceeds or materially differs from the Talent’s Auto-Casting authorization, the transaction must undergo the applicable Talent Approval process before the additional or modified use begins.

Neither payment, system processing, silence nor Admin review substitutes for required Talent Approval.

4.6 Admin review may determine Platform eligibility, completeness, fraud risk or policy compliance. Admin review is not Talent Approval and does not independently authorize use of a Talent’s Digital Likeness.

An issued License must be supported by either:

valid Auto-Casting authorization covering the relevant use; or

the required recorded Talent Approval.

4.7 Talent profile tags, preferences and discovery information may assist Producers in identifying suitable Talent but do not, by themselves, grant licensing rights.

Auto-Casting authorization is a separate recorded instruction from the Talent that allows Nuva to issue Licenses within the authorized limits.

Each issued License remains a transaction-specific grant governed by its applicable License Agreement and License Scope.

4.8 A Producer must identify the actual Licensee and provide the information reasonably necessary to describe the intended Production or use, which may include the end client, brand, product, industry, media, use case and relevant variants.

A Producer must not use misleading descriptions, incomplete information, project splitting or other methods intended to avoid an approval requirement or obtain rights outside the authorized scope.

4.9 Where Nuva offers a confidential-project process, a Producer may use a project code or restricted project information where appropriate.

However, sufficient information must still be provided to determine whether the requested use falls within Auto-Casting authorization or requires Talent Approval.

Confidentiality does not permit a blank authorization, undisclosed substitution of a client or Production, or use outside the issued License Scope.

4.10 Material changes to the Licensee, Production, brand, end client, usage, media, Territory, Duration, AI permissions or other relevant License Scope may require renewed review, additional Talent Approval, a License amendment or a new License.

Editing, cropping, animation, restyling, AI transformation, file conversion or creating variants does not independently expand the rights granted.

The Producer must at all times use the Talent’s Digital Likeness strictly within the applicable License Scope and any Talent-defined restrictions incorporated into that License.

5.1 Compliance with the Prohibited Use Policy

All Users, including Talent, Producers, Licensees and Authorized Representatives, must comply with the Nuva Prohibited Use Policy, available through the Platform at Prohibited Use Policy.

The Prohibited Use Policy forms part of these Terms and applies to your access to and use of the Platform, Likeness Assets, Licensed Assets, Digital Likenesses and any content created, generated or produced using them.

A Talent Approval, Auto-Casting authorization, Admin review or other Platform approval does not authorize any activity prohibited by the Prohibited Use Policy.

5.2 Prohibited Activities

You must comply with applicable law, these Terms, the Prohibited Use Policy and any License applicable to your activity.

You must not:

(a) misrepresent identity, authority, Talent Approval, payment or licensing status;

(b) use likeness materials for fraud, unlawful impersonation, fabricated evidence, unlawful defamatory content or non-consensual intimate imagery;

(c) use or disclose identity-verification documents, confidential records or restricted personal data without authority;

(d) extract or scrape assets, create an unauthorized likeness dataset, or use assets for AI Training without an express applicable grant;

(e) share, publish, make publicly downloadable, resell, redistribute or sublicense Licensed Assets beyond the License Scope;

(f) bypass access controls, introduce malicious code, disrupt services or access another User’s account or restricted systems;

(g) falsify certificates or identifiers, or intentionally remove or interfere with traceability measures to conceal misuse; or

(h) upload material you lack the rights or lawful authority to provide.

5.3 License-Specific Permissions

AI Generation, AI Training, Commercial Use, Sublicensing and Sensitive Uses are separate permissions and must be expressly permitted where required by the applicable License.

Permission for one activity does not imply permission for another.

All use of a Talent’s Digital Likeness must remain within the applicable Talent authorization and License Scope.

5.4 External AI and Technology Services

Where a Licensee uses Licensed Assets with an external AI, editing, production or technology service, the Licensee is responsible for ensuring that the service and its applicable terms, settings and data practices are compatible with the License.

A Licensee must not use an external service in a manner that grants the service provider broader rights to retain, reuse, publish, sublicense, train on or otherwise exploit the Talent’s Digital Likeness beyond the rights permitted by the applicable License.

5.5 Enforcement

Nuva may investigate suspected violations of this Section or the Prohibited Use Policy and may take appropriate action in accordance with these Terms, the applicable License Agreement and the Prohibited Use Policy.

6.1 Nuva retains its rights in Nuva-owned Likeness Assets, Platform software, designs, branding and other protected materials. Users receive only the limited access needed to use the Platform as intended and any rights expressly granted under an applicable agreement.

6.2 A License permits specified use; it does not sell the underlying copyright or transfer ownership of the Talent’s identity. Ownership and exploitation of a Production are addressed in its License Agreement and remain subject to third-party rights and applicable law.

6.3 For briefs, attachments and other materials you submit, you grant Nuva a non-exclusive permission to host, reproduce, transmit and review them only as reasonably necessary to deliver the requested services, administer the transaction, investigate misuse and retain lawful evidence. This permission does not authorize unrelated advertising or AI Training. Retention remains subject to the Privacy Notice and applicable law.

6.4 Clause 6.3 does not replace the Talent Agreement’s asset and likeness authorizations. Confidential briefs and unpublished Productions will be disclosed only to persons who reasonably require them for the relevant service, review, dispute or legal obligation, subject to appropriate confidentiality controls.

7.1 Before you purchase a License, Nuva will present the Licensor, License Fee, applicable taxes and disclosed charges, License Agreement and transaction-specific License Scope. You must review these details and correct material errors before accepting.

7.2 A License becomes effective only when the conditions stated in the License Agreement are satisfied, including the required authorization, acceptance, payment and issuance. A payment acknowledgment is not by itself a grant of rights. Nuva will provide a record identifying the issued License.

7.3 Payment services may be provided through Stripe, PayPal, Ksher or another payment provider selected by Nuva. Available methods and relevant provider terms will be identified during payment. Nuva may change providers for processing reliability or operational reasons without altering an issued License or a payment already agreed. A new charge or change to an accepted price requires an appropriate lawful basis and, where required, your agreement.

7.4 Payment-provider processing and verification may affect transaction completion. Nuva remains responsible for its own obligations. Your bank or payment provider may impose separately disclosed currency-conversion or other charges.

7.5 Talent earnings, the Platform Fee, the Commercial Distribution Fee, settlement, withholding and any lawful deductions are governed by the Talent Agreement. No additional Talent charge arises merely because these Terms refer to those fees.

8.1 Final Sale

Except where required by applicable law, all purchases made through Nuva are final and non-refundable once the applicable License has been issued.

8.2 No Refund for Non-Use or Change of Plans

A refund will not be provided because:

• the Licensee does not use the License or Licensed Assets;
• a project, campaign or Production is postponed, changed or cancelled;
• the Licensee changes its intended use after purchase;
• the Licensee later requires rights outside the purchased License Scope;
• the Licensee is dissatisfied with results produced by an external AI or production service;
• the Licensee does not achieve an expected creative, technical or commercial result; or
• the Licensee fails to use the License during its applicable term.

8.3 License Scope

The Producer is responsible for reviewing the Talent, Licensed Assets, price, License Scope, intended usage, Territory, Duration, AI permissions, distribution rights and other applicable terms before completing the purchase.

A request to expand or change the License Scope after purchase does not create a right to a refund. Additional rights may require a License amendment, additional payment, renewed Talent Approval or a new License.

8.4 Talent Delisting or Withdrawal

A Talent's subsequent delisting, account closure or decision to stop offering new Licenses does not, by itself, cancel or create a refund right for a License validly issued before that change.

Existing Licenses remain subject to their applicable License Agreement, License Scope and mandatory law.

8.5 Payment Errors

This non-refundable policy does not prevent Nuva from correcting:

• duplicate charges;
• unauthorized transactions;
• incorrect charges caused by a Nuva system or payment-processing error; or
• other payment errors confirmed by Nuva or the applicable payment provider.

8.6 Nuva Discretion

Nuva may, at its discretion, approve a refund, credit or other commercial remedy in exceptional circumstances. Any such decision applies only to the relevant transaction and does not create an obligation to provide the same remedy in another case.

8.7 Mandatory Rights

Nothing in this Section limits any refund, repayment or other remedy that cannot lawfully be excluded under applicable law.

Where Nuva fails to provide the License or rights actually purchased, or where a License cannot legally be provided due to Nuva's own error or failure, Nuva will address the matter in accordance with the applicable License Agreement and mandatory law.

9.1 Report suspected misuse, ownership disputes, account compromise or service complaints through the Platform’s reporting function or legal@nuva-license.com. Provide the relevant License, Asset, Delivery or Production reference where available, a description and supporting evidence. Lack of a Production Certificate does not prevent a report.

9.2 Nuva may seek clarification, preserve necessary records, contact relevant parties and take proportionate protective action. Information may be shared with the affected parties, advisers or authorities where reasonably necessary and lawful, with appropriate protection for sensitive information.

9.3 Where credible evidence indicates unlawful activity, compromised rights or an urgent risk of serious harm, Nuva may restrict access or delivery while reviewing the matter. A technical restriction does not by itself terminate an issued License or determine legal liability. Any restriction of licensed use must have a basis under the applicable License Agreement or law.

9.4 We will communicate the substance of a decision and available review route unless prohibited by law or where disclosure would materially prejudice security or an investigation. You may submit a reasoned appeal and additional evidence. Nuva’s internal decision does not remove your contractual or statutory remedies.

9.5 A report should identify the concern, requested action and relevant account, asset, License, Production or publication, with supporting records reasonably available to the reporting party. A representative must establish authority. Nuva will request proportionate evidence from the party that holds or can reasonably obtain it, including its own records where relevant. Failure to provide a certificate or inaccessible evidence does not automatically defeat a complaint; failure to respond does not automatically prove every allegation. Fabricated evidence, knowingly false reports and use of the process to obtain unrelated confidential information are prohibited.

9.6 Temporary restrictions must be limited to the relevant risk, reviewed as facts develop, and adjusted or removed when no longer justified. Any hold on Talent settlement must have a basis in the Talent Agreement or applicable law, relate to the affected amount and risk, and include a review and release process. This clause does not authorize indefinite withholding of unrelated earnings or establish a new deduction right.

9.7 On a reasoned appeal, Nuva will arrange human review and, where practicable, use a reviewer not directly responsible for the challenged decision. Nuva will communicate the outcome and any appropriate restoration of access or rights. Ordinary good-faith complaints or requests for review are not grounds for retaliation. This process does not suspend statutory deadlines or prevent external remedies.

9.8 Nuva will limit disclosure of briefs, identity records and complaint evidence to what is reasonably needed for a fair response, investigation or legal obligation. Where appropriate, it will redact unrelated identifiers, financial details and commercial secrets and use restricted access. These protections must not be used to withhold information that applicable law requires to be provided.

10.1 Talent may request cessation of future licensing through the process specified in the Talent Agreement. Prospective withdrawal or delisting does not, by itself, cancel Licenses validly issued before withdrawal took effect. Those Licenses continue for their agreed term and scope unless their applicable terms or mandatory law require otherwise.

10.2 The Talent Agreement will separately govern any reimbursement of agreed studio, capture or asset-preparation costs where Talent has used Nuva’s infrastructure. Any such obligation must identify the services, amount or calculation method, triggering circumstances and applicable credits in terms accepted before those services are supplied. These Terms do not establish a fee amount or authorize retrospective charges.

10.3 A contractual exit or cost-reimbursement question is distinct from a request to withdraw personal-data consent. Nuva will receive and assess statutory requests under the Privacy Notice and applicable law without making advance payment of a disputed fee a condition of submitting the request. This does not waive an independently enforceable payment obligation.

11.1 Nuva records agreement versions, affirmative acceptance events and timestamps, relevant User and Talent identifiers, and License IDs for transactions. An issued License preserves its accepted agreement, Definitions and License Scope versions. Later amendments are separately recorded with their authority, acceptance and effective date; the original record is retained subject to lawful retention requirements.

11.2 Delivery records may associate a licensed file with an Asset ID, License ID, recipient, watermark reference and final-file hash. C2PA or other provenance features apply only where actually implemented for the delivered file. Restricted KYC and biometric records are not supplied as Licensed Assets.

11.3 Registration of a Production and obtaining a Production Certificate are optional. Their absence does not invalidate an otherwise valid License. Registration can help document the submitted Production, relevant License and review history for later verification or enforcement assistance; it does not guarantee legal protection or a successful claim.

11.4 When seeking investigation or enforcement assistance, the requesting party must provide reasonably sufficient evidence of the Production or alleged use, authority to make the request and the concern raised. A certificate is one possible supporting record, not the exclusive form of proof.

11.5 A certificate records its stated checks and status only. It does not expand License Scope, establish copyright ownership conclusively, constitute government approval or confirm compliance with every law. Traceability technology may be affected by edits, transformations or third-party systems. Nuva’s records are evidence, not legally irrebuttable determinations.

12.1 The Privacy Notice describes the personal data collected, purposes, legal bases, recipients, retention and rights processes. Nuva currently uses Zoloz eKYC for identity verification and cloud hosting in Singapore. Payment providers are described in clause 7. Their legal entities, processing roles, relevant locations and safeguards will be identified to the extent required in the Privacy Notice and related disclosures.

12.2 Nuva may change service providers, subject to applicable legal requirements, appropriate contractual safeguards and necessary notice or consent. These Terms do not provide blanket consent to new processing purposes or unrestricted cross-border transfers.

12.3 Where explicit or other separate consent is required, Nuva will seek it through a distinct appropriate mechanism. Account acceptance, Talent commercial authorization and Privacy Notice acknowledgment do not substitute for that consent.

13.1 Nuva may restrict or close an account for material breach, fraud, unresolved verification deficiencies, serious security risk or a legal requirement. Measures must be proportionate to the circumstances. Where reasonably practicable, Nuva will explain the grounds and give an opportunity to remedy a remediable breach; urgent protective action may precede notice.

13.2 You may request account closure. Closure does not erase accrued payment obligations, valid existing Licenses, rights to complain or records lawfully retained. Talent withdrawal is additionally governed by the Talent Agreement.

13.3 Account restriction or closure does not automatically terminate a License. Termination of individual rights must follow the relevant License Agreement and applicable law. Nuva will provide a reasonable alternative route to obtain historical agreement and transaction records, subject to identity verification and lawful restrictions.

13.4 We may maintain, update or discontinue features, but will not use a service change to silently reduce purchased rights. Any discontinuation affecting outstanding paid obligations will be addressed under the relevant agreement and mandatory law, with required notices and record-access arrangements.

14.1 Nuva will perform its Platform services with reasonable care and skill and in accordance with its express commitments. The Platform is not guaranteed to be uninterrupted or immune from third-party misuse. Nuva does not guarantee Talent earnings, Producer sales, particular AI results or complete detection of unauthorized use.

14.2 Each party remains responsible for its own breach and conduct under applicable law. A User is responsible for obtaining permissions beyond those expressly supplied by Nuva and for activities outside the License Scope. Nuva remains responsible for the rights it purports to grant and its own actionable failures.

14.3 Responsibility for third-party claims concerning an individual License will be allocated in the License Agreement; Talent representations and corresponding responsibility will be addressed in the Talent Agreement. There is no automatic right to recover the same loss more than once.

14.4 Nothing in these Terms excludes liability or remedies that cannot lawfully be excluded. No aggregate monetary liability cap is established by this review draft.

15.1 These Terms and the arbitration agreement in this clause are governed by the laws of Thailand, subject to any mandatory law that applies notwithstanding that choice.

15.2 A party may send a written dispute notice identifying the issue, relevant records and requested resolution. The parties will attempt in good faith to resolve the dispute for 45 days after receipt. This process does not prevent urgent relief, statutory complaints or steps needed to preserve a limitation period.

15.3 To the extent lawfully arbitrable and subject to clause 15.5, unresolved disputes concerning these Terms, including their formation, interpretation, performance, breach, termination or validity, will be finally determined through arbitration administered by the Thailand Arbitration Center (THAC), applying its arbitration rules in force when proceedings commence.

15.4 The proposed legal seat is Bangkok, Thailand. The proposed tribunal consists of one arbitrator appointed under those rules, and the proposed language is English unless the parties agree otherwise. The award is binding, subject to applicable statutory review and enforcement rules. Costs will be determined under applicable law and the arbitration rules; they are not automatically imposed on the User.

15.5 Nothing prevents a party from seeking available interim or protective relief from a competent court, exercising non-waivable consumer or data-protection remedies, or bringing a matter before a competent regulator. If a dispute cannot lawfully be referred to arbitration, it may be brought before the competent court. Other Nuva agreements must expressly adopt an aligned dispute clause rather than assume that this provision binds non-parties.

16.1 We may update these Terms prospectively for legal, security or operational reasons. We will identify the new version, effective date and material changes, provide legally required advance notice and obtain renewed acceptance where required. A change to these Terms does not amend an existing License Scope or its incorporated historical terms.

16.2 Amendments to an issued License require the process and authority specified in its agreement and applicable law. Where agreement is required, a notice or website update alone is insufficient. Legally required restrictions will be documented with their basis and effect.

16.3 Formal notices to Nuva may be sent to legal@nuva-license.com or the registered address in clause 1.1. Nuva may send notices to your registered email or another expressly agreed channel. Material notices should also be available in a retrievable form. Arbitration notices follow applicable arbitration rules. You must maintain current contact details.

16.4 If a provision is unenforceable, the remaining provisions continue to the extent lawfully possible. A failure to enforce a provision immediately is not a permanent waiver. No assignment may expand licensed rights or reduce non-waivable protections.

16.5 These Terms, their identified Definitions Schedule and the applicable accepted agreements constitute the agreement on their respective subjects, without excluding liability for actionable misrepresentation or mandatory rights. Review notes, implementation notes and research references are excluded from the operative agreement.

S1.1 Nuva means Phileas Retail Corporation Co., Ltd., operating Nuva License. Platform means its marketplace, websites, portals and related licensing, delivery and verification services.

S1.2 User means an individual or entity using the Platform. Talent means the natural person whose Digital Likeness is offered. An Authorized Representative acts under documented authority and is not thereby the Talent.

S1.3 Producer means a User seeking or obtaining a License. Licensee means the person or entity named as recipient of rights in the applicable License Scope. Licensor means the identified rights-granting party; for Nuva-owned asset transactions, this is Phileas Retail Corporation Co., Ltd., acting within applicable Talent authorization.

S1.4 Digital Likeness means an identifiable digital depiction or simulation of a Talent’s appearance or other specifically authorized attributes. Phase 1 covers visual likeness only and excludes voice rights. The term does not assert ownership of a person or a universally recognized standalone property right.

S1.5 Likeness Assets means approved photographs, videos and other reference materials representing Talent and designated for licensing. KYC documents, biometric templates and internal verification records are excluded. Licensed Asset means an identified asset and version made available under an individual License, including its authorized delivery copy.

S1.6 License means the contractual permission granted under a Digital Likeness License Agreement and its License Scope, being the accepted versioned transaction record specifying parties, Talent, assets, Usage, Territory, Duration, Commercial Rights, AI permissions, Sublicensing, Sensitive Uses, restrictions, approvals and price.

S1.7 Permitted Use means use expressly authorized within that License Scope. Production means an identifiable creative work, campaign or output incorporating or generated using the Digital Likeness or Licensed Assets. Its covered versions and variants are determined by the License Scope.

S1.8 License ID or LIC means the unique registry reference for a License.

S1.9 Territory means the geographic area of authorized exploitation, distinct from data-processing locations. License Term or Duration means the authorized period, with an identified start and end or commencement rule; separate creation and distribution periods apply only where specified.

S1.10 Commercial Use means use supporting commercial advantage, revenue, advertising, promotion or business activity. It does not imply endorsement, exclusivity or Sublicensing.

S1.11 AI Generation means creating or modifying content through an AI inference or generation process. AI Training means developing, training, fine-tuning or adapting a model using the Digital Likeness or Likeness Assets, including Talent-specific learned adapters. AI Generation permission does not include AI Training permission. Technical processing is classified by its actual operation, not only a provider’s label.

S1.12 Sublicensing means granting independent rights to another person. Limited contractor access solely on the Licensee’s behalf is distinct and must remain within the License Agreement.

S1.13 Sensitive Use means a use requiring heightened review under the applicable identified rules or Talent settings because of its context or potential impact. It is distinct from sensitive personal data under law.

S1.14 Talent Approval means affirmative recorded authorization of an identified request by Talent or a duly authorized representative. Standing Authorization or Auto Casting means recorded advance authorization limited by specified settings, permitting matching transactions without separate approval. Admin review is neither form of Talent authorization.

S1.15 License Fee means the price for licensed rights, distinguished from separately identified taxes and charges. Platform Fee means Nuva’s 15% service fee and Commercial Distribution Fee means Nuva’s 10% commercial distribution fee, each calculated on the base defined in the Talent Agreement. This definition alone does not finalize the fee base or permit additional deductions.

S1.16 Delivery Record means the record linking delivered media to the applicable License, asset version, recipient and delivery event. Production Certificate means Nuva’s optional record of specified checks or status for a registered Production; it does not create or expand a License.

S1.17 Personal Data, Sensitive Personal Data, Controller and Processor have the meanings applicable under data-protection law. Commercial labels do not determine processing roles. Likeness authorization, contract acceptance and personal-data consent are distinct.