Nuva Producer Agreement
Updated: 31 October 2026
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1. Parties and contractual framework
1.1 This Agreement is between the Licensor identified in the License Scope and the identified Producer/Licensee. For Nuva-owned assets, the Licensor is 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, operating Nuva License (Nuva). Nuva License is a trading name, not a separate legal entity.
1.2 Master Definitions version 0.1 is incorporated without changing those definitions. The provisions of the Terms of Use identified in Schedule A concerning eligibility, acceptable use, complaints, privacy, suspension, responsibility, disputes and general provisions apply to the extent relevant to this transaction. The Nuva Prohibited Use Policy identified by version, date and retained copy in Schedule A forms part of this Agreement. The Privacy Notice explains Nuva's personal-data processing and statutory rights; acknowledging it is not blanket consent or a grant of likeness rights. The transaction record must identify each incorporated contractual document and the Privacy Notice edition presented at purchase. An unspecified future version is not incorporated into this License.
1.3 This Agreement and its accepted License Scope govern each transaction. The Talent Agreement governs Nuva’s relationship with Talent; it does not impose undisclosed obligations on the Licensee. Nuva must have the necessary Talent authorization and asset rights before granting the rights stated here.
1.4 Mandatory law prevails. Subject to that rule, the License Scope configures only fields expressly made configurable here. The applicable category provisions in Schedule B, purchased add-ons in Schedule D, this Agreement and its identified incorporated documents govern the remaining matters. The Prohibited Use Policy establishes the common prohibited-use rules; this Agreement establishes the transaction-specific limits and remedies. Both must be met. A broader scope entry, brief, purchase order, invoice, profile tag or certificate does not waive a prohibition. An unresolved material conflict or missing scope field must be corrected before issuance; Nuva must not issue rights that it lacks authority to grant.
1.5 This form is designed for Nuva as principal Licensor. A transaction involving another Licensor must name that party and obtain its binding acceptance, identify Nuva’s role and enforcement authority, and expressly adopt the dispute arrangements. This form does not automatically make Nuva the agent or claimant for every third-party right.
2. Purchase acceptance and commencement
2.1 The purchaser must identify the actual Licensee, authorized representative, end client, brand and intended Production. Where a client requires licensed rights in its own capacity, that client must obtain a License directly from Nuva, either itself or through an agency authorized to accept on its behalf. An agency buying in its own name cannot pass independent licensed rights to a client. Payment by an agency or another person does not itself confer rights on the payer, its clients or group companies. Contractor access and finished-Production distribution are limited to clause 8.
2.2 Before purchase, Nuva will present this Agreement, the completed License Scope and the applicable Prohibited Use Policy in a form the Licensee can review and retain, with links to the identified Terms of Use and Privacy Notice. The representative must affirmatively accept this Agreement, the License Scope and the identified contractual policy for the named Licensee and have authority to bind it. This acceptance is distinct from any personal-data consent required for a specific processing activity. Individual purchasers and account operators must satisfy the Terms' requirement to be more than 20 years old.
2.3 Acceptance creates the transaction contract subject to the recorded conditions. Licensed use may begin only once the required payment condition is met, all necessary approvals are recorded and Nuva issues the License with its License ID and effective date. A pending request, payment receipt, preview or download error is not a substitute for an issued grant. If issuance conditions fail, Nuva must resolve payment and delivery consistently with clause 13 and applicable law.
2.4 The retained transaction record must link the exact Agreement, Definitions, incorporated Terms and Prohibited Use Policy versions and retained texts; the Privacy Notice edition presented; the completed License Scope; acceptance timestamp and affirmative action; User and Licensee identifiers; Talent and asset identifiers; authorization and approval references; payment and delivery references; License ID; and issuance status. Nuva must retain separately linked amendment and correction records and make the accepted transaction record available.
2.5 The License is a historical versioned grant. Later standard terms, policy changes, Talent settings or pricing do not silently change its rights or restrictions. General Platform rules may govern subsequent account activity as lawfully accepted under the Terms, but account use alone is not acceptance of a retroactive change to this License. A substantive License amendment requires authorized acceptance, any necessary renewed Talent Approval and a linked version record. A clerical correction must preserve the original record and cannot add a client, substitute a Production or expand rights. A mandatory legal restriction must be documented with its basis, affected rights and required response under clauses 12 and 14; it does not authorize an unrelated rewrite of the grant.
3. Rights granted and limits
3.1 Subject to this Agreement, the Licensor grants the Licensee a non-exclusive, non-sublicensable, limited right to use the identified Licensed Assets and Digital Likeness solely to create and exploit the identified Production within the Permitted Use. Exclusivity exists only if expressly granted, priced and supported by Talent authority in the License Scope.
3.2 Every applicable scope limit operates together: category, Usage, Production, client/brand, assets, approved character, media, Territory, creation and exploitation periods, quantity, Commercial Rights, AI Generation, AI Training, Sensitive Uses and Talent-specific restrictions. Permission in one field does not override another. “Commercial,” “worldwide,” “AI permitted” and “full life-cycle” are not unlimited grants. Sublicensing is prohibited and is not a configurable Scope permission.
3.3 The four category structures are stated in Schedule B. The Licensee may not substitute another category, client, product, project, purpose or channel merely because the same Talent or output is used. Combined uses require each necessary category and scope to be recorded, whether in one composite License or linked Licenses. No unlisted quantity or period is inferred to be unlimited.
3.4 Ordinary technical adaptations such as resizing, compression, accessibility formatting and approved localization are permitted only to deliver the already-authorized Production in its approved media. They must not change its meaning, claims, product, character context or rights footprint. New dubbing requires independently cleared voice rights; Phase 1 includes no Talent voice or voice-cloning permission.
3.5 Remakes, sequels, spin-offs, new seasons, new campaigns, materially different products, new game titles, merchandising and standalone character exploitation are excluded unless expressly included. A previously rendered face, screenshot, character mesh or generated frame remains subject to the scope restrictions when reused.
3.6 Territory concerns exploitation, not the location of cloud processing. Worldwide web accessibility does not automatically create a worldwide License. The Scope must address targeting, distribution and any required geographic controls. Licensee must not deliberately target, localize, buy media or appoint distributors outside Territory. Incidental access requires the recorded treatment in Schedule A; it is not a general exception.
3.7 Previews, watermarked samples and assets obtained under another License may not be used for this Production unless expressly covered. Possession of a file does not establish permission. Rights not expressly granted remain reserved.
3.8 Print & OOH, Product Packaging and Merchandise are optional paid add-ons under Schedule D, not additional major License types. Each requires recorded Talent opt-in covering the proposed use, Nuva’s confirmation of authority, purchase and issuance of the specific add-on Scope. A base License or Talent’s general opt-in alone does not grant an add-on. Add-ons supplement only the linked License and do not override clause 7 or the identity, AI and approval restrictions.
4. Briefs approvals and changes
4.1 Licensee must accurately disclose the material intended use, including client, brand, product, storyline, character, distribution, AI workflow and any Sensitive Use. Confidential projects may use Nuva’s confidential review process, but confidentiality does not excuse withholding facts needed for valid authorization.
4.2 Talent preference tags, casting categories and profile visibility are discovery tools. Standing Authorization permits issuance only within its recorded boundaries. Admin review does not replace Talent Approval. Silence, an unanswered request or approval of an unrelated project is not approval.
4.3 The following require explicit, scene-specific Talent Approval before generation or use: Boys’ Love (BL) / Girls’ Love (GL) portrayals involving same-sex romantic relationships, intimate scenes, prolonged or passionate kissing, suggestive contact, sexual appearance without nudity, death/dying, and villainous or morally negative roles. Other settings-based Sensitive Uses must be separately identified. A willingness tag alone is insufficient. Approval must identify the scene, context and boundaries and be included in the License record.
4.4 Health or treatment claims, financial-product promotion, and other materially reputation-sensitive uses require express disclosure, Nuva review and specific Talent Approval if Nuva offers them. Religious conversion, recruitment and prohibited belief-based promotion, political activity, and other uses prohibited by the Nuva Prohibited Use Policy cannot be authorized through Talent Approval or an add-on purchase. Neutral cultural, historical, educational or fictional religious depictions remain subject to the applicable License Scope, approval requirements and all other restrictions. These are contractual safeguards, not a statement that every restricted category is universally illegal.
4.5 Any material change to an approved brief or scene requires approval and a scope amendment before the changed use. Permission to portray a fictional villain does not permit presenting Talent as an actual criminal. Approval of a scene does not authorize promotional excerpts that materially change its meaning.
5. Fictional identity real biography and co-promotion
5.1 Unless the limited exception in clause 5.4 applies, public-facing use must identify the depiction only through an approved stage name or fictional character name recorded in the License Scope, if a name is used at all. Licensee must not use Talent’s actual name, personal social handle, identifying biography or other identifying personal details as the identity of a presenter, character, spokesperson or endorser.
5.2 Licensee must not represent a fictional or synthetic character’s life, dialogue, conduct, opinions, relationships, experiences, qualifications, health, beliefs or product use as those of the actual Talent. It must not market a Production as Talent’s true story or biography or use factual personal details to imply that connection. A disclaimer does not cure an otherwise false or misleading presentation.
5.3 A licensed depiction in an advertisement is not proof that Talent used, recommends, endorses or professionally certifies the product. Stage-name use does not authorize fabricated testimonials, fabricated professional credentials or a claim that Talent attended, performed, spoke or recorded the synthetic scene. A recognized public stage name that identifies Talent must not be used to bypass the real-person association controls.
5.4 A public association with the actual Talent is permitted only where both conditions are documented: (a) Talent has chosen through Nuva to expose the relevant social profile/biography to Producers; and (b) Talent has separately and affirmatively accepted the Producer’s particular co-promotion request. The accepted Co-Promotion Authorization in Schedule C must identify the exact name, handle, approved factual statements, material, channels, period and manner of attribution. Only the specified association is permitted.
5.5 Visibility of a profile alone, a public social-media account, following or tagging Talent, or acceptance of the underlying License is not co-promotion acceptance. Co-promotion does not automatically permit use of Talent’s legal name, a product endorsement, account access, paid amplification, account whitelisting, a posting obligation or use of private biography. Each such activity, if offered and lawful, must be expressly agreed. Truthful identity attribution does not establish a truthful product testimonial.
5.6 Even approved co-promotion does not turn fictional events into Talent’s actual biography or authorize a biopic of Talent. A proposed factual biography of Talent is outside this standard License and requires a separately negotiated factual-content authorization, rights clearance and legal review. The documentary/biography casting category may cover an approved reenactment of another character; it is not permission to invent facts about Talent or another real person.
5.7 Licensee must not create purported official accounts, domains, handles, interviews, signatures or messages in Talent’s identity; contact Talent’s acquaintances as though it were Talent; or imply personal participation from the appearance alone. Renaming the character does not cure impersonation if the overall presentation remains deceptive.
5.8 Confidential identification necessary for contracting, payment, legal advice, rights verification, litigation or a lawful authority request is not prohibited by the public-attribution rule. Such information must be minimized and protected. Licensee must not use verification records or legal disclosures as marketing material.
6. AI tools digital replicas and reusable systems
6.1 AI Generation is allowed only where expressly granted. It does not include AI Training. Fine-tuning, LoRA or other learned adapters, identity-specific model weights and model adaptation require an express AI Training grant identifying the method, model, purpose, recipients, security, permitted outputs and retention/deletion rules.
6.2 Licensee must not turn an authorized depiction into an independent or reusable digital avatar, virtual influencer, digital twin, chatbot persona, livestream host, conversational agent or character service for uses outside the Scope. A game or animation License may authorize an identified in-project character, but does not authorize export of that character for other games, campaigns or services.
6.3 Creating an internal project-specific rig or intermediate representation is permitted only to the extent necessary for an expressly authorized workflow and subject to the training classification in clause 6.1. It may not be published, sold, transferred as a reusable tool or repurposed after the authorized creation period. The License does not automatically authorize an interactive, user-prompted or persistent avatar merely because it permits static images or linear video.
6.4 Before submitting Licensed Assets, likeness-derived source materials or outputs to an external AI service, Licensee must assess the provider's actual operations, contractual terms, recipients and selected settings. It must not use a service that requires incompatible rights to train, retain, publicly display, sublicense or independently reuse the submitted material. Available protective settings must remain enabled, and contractual safeguards must match the licensed workflow; a "private" label alone is insufficient. Expressly licensed AI Training remains limited to its separately approved scope. Public galleries, community sharing and downloadable project features must not expose reusable licensed material contrary to clauses 7 and 8. If a provider cannot meet these conditions, that workflow must not be used.
6.5 Prohibited model/data practices include unapproved foundation-model training, shared character libraries, downloadable adapters, face-swap services for other users, dataset resale, biometric recognition, identity matching, surveillance, authentication bypass and extraction of verification templates. A licensed image is not permission to identify, track or authenticate the person depicted.
6.6 Stylization, blending, changing facial proportions, age transformation or conversion to animation does not release the Licensee from this Agreement where the output derives from the licensed workflow or retains identifiable likeness. Licensee must not claim the result is unrestricted merely because it is synthetic or has a new file hash. This contractual restriction does not assert copyright over every coincidentally similar independently created image.
6.7 No Talent voice rights are supplied in Phase 1. Licensee must not clone, imitate as Talent’s actual voice or train on Talent’s voice under this License. A separately cleared voice for an approved fictional character must not imply that Talent recorded or spoke the audio.
6.8 Where interactive use is expressly licensed, the Scope must specify access controls, prompt/output restrictions, monitoring, reporting, emergency disabling and whether users may export content. Licensee must not knowingly offer an unrestricted interface enabling prohibited or out-of-scope depictions. A Games/Animation label alone does not approve such a system.
7. Prohibited Use Policy and transaction restrictions
7.1 Licensee must comply with the Nuva Prohibited Use Policy identified in Schedule A. The common content and conduct prohibitions are set out in that standalone policy, available through Prohibited Use Policy and the retained policy copy supplied for this transaction. They apply to the licensed Production, related promotion and the licensed workflow to the extent stated in the policy. The policy supplements the License Scope and does not grant rights.
7.2 Licensee must ensure that employees, agencies, contractors and distributors carrying out licensed activity receive the relevant policy and scope restrictions through appropriate written obligations. Licensee must not arrange, encourage or facilitate prohibited conduct through another person, account, AI service or channel. Access and responsibility are governed by clause 8.
7.3 No Talent preference, Standing Authorization, individual Talent Approval, admin approval, Co-Promotion Authorization or add-on purchase permits an activity categorically prohibited by the incorporated policy or mandatory law. Permitted distribution operates only within its recorded limits and does not authorize Sublicensing. A conflict affecting a proposed transaction must be resolved before issuance, rather than treated as an implied waiver or permission.
7.4 The policy and this Agreement must be applied to the actual intended use and context. Where the policy distinguishes non-promotional fictional depiction from promotion or facilitation, Licensee must still obtain the scene-specific approval required by clause 4 and comply with the other applicable prohibitions. An educational, historical or fictional label, disclaimer, stage name, cropped image or altered file does not independently create an exception. Obtain a documented determination before proceeding with a materially uncertain use; such a determination cannot waive an actual prohibition or add ungranted rights.
7.5 Compliance with the policy does not itself authorize commercial use, AI Generation, AI Training, reusable digital identities, real-person association or an add-on. Each requires its own express grant or approval under this Agreement. Sublicensing is prohibited in all cases under clause 8.4. Licensee must not evade these restrictions by splitting briefs, concealing the real client, using an affiliate, removing traceability or presenting a transformed asset as independent material. Sharing and public-download restrictions are addressed specifically in clause 8.
7.6 A breach of the incorporated policy may constitute a contractual breach even where the conduct is not a criminal offense. Investigation, cessation, proportionate suspension, termination and lawful enforcement follow clause 14. Reports, complaints and disputes follow the identified Terms and clause 16. Policy updates are subject to clause 2.5 and do not silently vary an issued License.
8. Contractors distributors and sublicensing
8.1 The Licensor directly authorizes employees and contractors engaged by Licensee to perform the licensed work solely on Licensee’s behalf, subject to this clause. These persons may receive only the material reasonably necessary to perform the licensed work on Licensee's behalf. Access must be controlled and subject to written confidentiality, security, purpose, retention and deletion obligations, together with the relevant restrictions in this Agreement and the incorporated Prohibited Use Policy. AI Training is prohibited for them unless expressly included in the grant and their authorized role. Licensee must instruct and supervise these recipients and remains responsible for their acts and omissions in performing the licensed work as if its own, subject to applicable law. This clause does not make a non-party automatically bound without an appropriate agreement.
8.2 Licensee may provide access to Licensed Assets and reusable likeness-derived materials only under clause 8.1. Licensee must not publish or make those materials available for public download, resale, rental, giveaway or independent reuse. Prohibited destinations include public drives, open repositories, datasets, stock libraries, downloadable templates, character packs and public project files enabling independent extraction or reuse. Delivery of a completed Production does not grant the recipient independent rights to the underlying Digital Likeness or Licensed Assets. Raw assets, reusable rigs, adapters and source packages must not be supplied merely because a recipient receives the final Production. A client, affiliate or other third party requiring independent rights must obtain a separate License directly from Nuva. Sublicensing is prohibited under clause 8.4.
8.3 Licensee may publish and distribute the completed Production through the media and distribution arrangements expressly authorized in the Scope. The Licensor authorizes the limited reproduction, transmission, hosting and display of that completed Production by the identified distributors or objectively defined distribution channels solely to deliver that authorized distribution on Licensee’s behalf, within the same Territory, duration and usage limits. This permission arises directly under this Agreement; Licensee cannot grant independent rights in the Digital Likeness or Licensed Assets. Ordinary audience viewing and use of authorized finished goods are permitted within the grant. No recipient may extract or reuse the likeness in another production, train AI, distribute source materials or grant further likeness rights. Licensee must not accept platform or distribution terms inconsistent with these limits. If a proposed distributor requires independent likeness rights, it must obtain a separate direct license from Nuva before that distribution. No arrangement under this Agreement may authorize further sublicensing. Licensee must apply reasonable available controls against unauthorized source access and take proportionate action upon learning of misuse; this Agreement does not guarantee that no third party can copy a publicly released frame. Merchandise permission covers only the specified finished goods and expressly permitted listings, not source-file resale.
8.4 No Sublicensing. The License is non-sublicensable. Licensee must not grant or purport to grant any sublicense of the Digital Likeness, Licensed Assets or rights granted under this Agreement, whether for payment or otherwise, to any client, affiliate or other person. No Scope entry, Talent Approval, administrative approval, Co-Promotion Authorization or add-on authorizes Sublicensing. Access and distribution under clauses 8.1 and 8.3 confer no independent right to reuse or exploit the likeness. Any proposed assignment, merger-related transfer or change of Licensee requires Nuva’s prior written consent and a documented transfer accepted by the relevant parties, subject to mandatory law. Such a transfer cannot expand rights or circumvent this prohibition; no transfer is authorized merely by a Scope entry.
9. Transparency final-content checks and provenance
9.1 Licensee must review outputs before publication for scope compliance, false factual implications, prohibited content, third-party rights and required approvals. Nuva’s technical delivery or optional certification is not comprehensive legal clearance of every output, script, product claim or downstream market.
9.2 Licensee must comply with applicable synthetic-media, advertising and sponsorship disclosure requirements and platform rules. As a contractual safeguard, it must clearly disclose synthetic depiction where reasonably necessary to avoid misleading audiences into believing Talent personally performed, spoke or endorsed the content. The disclosure must not itself reveal Talent’s real identity contrary to clause 5. A suitable context-specific description may refer to a licensed synthetic character.
9.3 Licensee must not intentionally strip, falsify or defeat license-linked watermarks, provenance credentials or verification information to conceal source or misuse. Where normal authorized processing cannot preserve an embedded mark or metadata, Licensee must retain the original Delivery Record and a traceable mapping to the final output, and cooperate with reasonable verification. The License does not guarantee that every marker survives every rendering pipeline.
9.4 Nuva may use an opaque delivery token, file hash and, where deployed, provenance credentials to support verification. Public-facing metadata must not expose KYC documents, biometric templates or unnecessary personal data. Neither blockchain anchoring nor a watermark is a grant of rights or conclusive proof of infringement.
9.5 Production registration and a Production Certificate are optional unless a separately agreed bespoke deliverable states otherwise. Registration can support evidence of licensed use. A certificate records its stated checks and status; it does not enlarge rights, cure a breach or create government approval. Lack of a certificate does not invalidate an otherwise valid License or bar a complaint.
9.6 Nuva may request proportionate final-content samples, relevant project records and explanations under clause 10 where needed to verify compliance, assess a required approval or registration request, or investigate credible evidence of misuse. Licensee must cooperate within a reasonable stated period, having regard to urgency and confidentiality. Nuva may reject a proposed use, refuse approval or a Production Certificate, or suspend or withdraw an inaccurate or misleading certificate where the content falls outside the License Scope, lacks a required approval, or violates this Agreement or the incorporated Prohibited Use Policy. Nuva must identify the relevant restriction and reasons, subject to lawful confidentiality constraints.
9.7 An out-of-scope use is not authorized merely because payment has been made, assets have been delivered, content has been generated, or Nuva previously reviewed another version. Licensee must stop the affected unauthorized activity and implement the corrective steps required under clause 14, which may include editing, removal, cessation of distribution or disabling an unauthorized avatar or AI workflow. A request for expanded permission, before the unlicensed activity occurs, is not itself a breach. Rejection of such a request does not cancel otherwise valid rights. Optional certification is not a condition of all licensed use, and refusal or withdrawal of a certificate alone does not terminate a License.
9.8 Where Licensee actually uses the Digital Likeness or Licensed Assets outside the License Scope or otherwise commits a material breach, Nuva reserves the right to suspend and, on the grounds and through the procedure in clause 14, revoke or terminate the affected License or add-on. Any termination must specify the affected rights and effective time. It does not retrospectively convert compliant use before termination into a breach, authorize prior misuse, or silently cancel unrelated Licenses. Continued exploitation after affected rights end is prohibited except to the extent expressly preserved by the termination notice consistently with this Agreement or required by law.
9.9 Where Nuva rightfully rejects content, suspends rights or terminates a License because of Licensee’s material breach, the no-refund and no-compensation provisions in clause 13.5 apply. Nuva also reserves its lawful enforcement rights under clause 14.4. A technical delivery, review, certificate, delayed detection or failure to review every output does not expand the accepted Scope or waive a restriction; this does not exclude responsibility for Nuva’s own actionable conduct.
10. Evidence security and personal data
10.1 Licensee must retain proportionate evidence of the accepted Scope, source/delivery records, final outputs or representative copies, publication dates, media, Territory, approved variants, product counts and relevant third-party access during exploitation and for any applicable legal retention period. No universal fixed statutory retention period is asserted here. Retention must remain necessary, secure and consistent with applicable data law.
10.2 On a credible compliance concern, Nuva may request relevant records or samples sufficient to assess the affected License. Requests must be proportionate and protect unrelated client material, privilege and confidential information. If unresolved, an appropriately scoped independent review may be agreed or ordered by a competent tribunal; this clause does not authorize unrestricted device access or self-help intrusion. Reasonable review costs are allocated by agreement or lawful determination, not an automatic fine.
10.3 Licensee must promptly notify Nuva of suspected unauthorized disclosure, prohibited use, scope misuse or compromise affecting licensed material. It must take reasonable containment measures, restrict affected access, preserve necessary evidence and assist lawful remediation. Notification to Nuva does not replace any notice Licensee must independently provide to a regulator, affected person or other recipient under applicable law. Routine deletion must not destroy evidence after a dispute or lawful preservation duty arises; retention must still be limited and secure.
10.4 This License supplies specified commercial permissions. Each party must independently assess its actual personal-data processing role, lawful basis, notice obligations, security, rights responses and international transfers. A Producer is not automatically Nuva's processor, and this Agreement does not appoint Nuva as the Producer's controller. Nuva's Privacy Notice describes Nuva's activities and does not replace a notice or other obligation applicable to Licensee. Talent's commercial authorization, a visible profile or acceptance of this License is not blanket consent to all processing.
10.5 Before a workflow requires a separate processing agreement, sensitive-data consent or cross-border transfer safeguard, the responsible party must implement the necessary arrangement. Worldwide Territory concerns licensed exploitation and is not a personal-data transfer mechanism. Nuva's Singapore hosting does not authorize every overseas upload, AI provider or onward recipient. Licensee must not infer sensitive attributes, extract verification templates, perform unauthorized identity recognition or reuse Talent information for unrelated profiling. Identity documents, eKYC materials and biometric verification records are not Producer-deliverable assets.
10.6 Nuva may use transaction details, submitted briefs, relevant evidence and complaint material for the purposes described in its Privacy Notice and the limited submitted-material permission in the Terms. Licensee must minimize unnecessary personal data, use the confidential-project route where appropriate, and have the rights and lawful authority needed to submit third-party material. Licensee's submission does not authorize unrelated advertising, public disclosure of a confidential Production or AI Training. Access, disclosure and retention must remain necessary and subject to applicable law. A later Privacy Notice explains changes in actual processing but does not retrospectively expand this License or replace any separately required consent.
11. Duration expiry and retained content
11.1 Creation and exploitation periods must be stated separately where they differ. Category defaults and limits are in Schedule B. For time-limited campaigns, an expressly stated start/end is required; use before the start or after the end is not authorized merely because assets were downloaded in time.
11.2 A full-life-cycle grant is confined to the identified Production, its specified versions, media and Territory. It may authorize continuing exploitation of that completed Production for the agreed lifecycle, but not open-ended generation, a sequel or reuse of the character in unrelated content. Such rights survive ordinary Talent delisting and Platform account closure under clause 12, subject to law.
11.3 At expiry or termination of a relevant creation right, Licensee must stop new generation and disable further use of project-specific source assets and identity representations, except a specifically preserved maintenance right. At expiry or termination of an exploitation right, it must stop the affected advertising and distribution, remove controlled public copies and direct contractors/distributors to stop to the extent required by their lawful obligations. A permitted finished-Production distribution right is not ended merely because its creation window closes.
11.4 Any sell-off, physical-stock circulation, passive archive, portfolio display, award entry or continuing organic social post requires an expressly recorded surviving permission; silence is not perpetual public use. Technical backups may be retained only under controlled retention, without active reuse, with deletion on the normal secure cycle subject to legal preservation duties. Restricted evidence copies may be retained for legal compliance and disputes.
11.5 Licensee must take reasonable steps to address unauthorized downstream copies within its control and cooperate with justified takedown requests. This is not a guarantee that it can erase every third-party copy or technically unlearn an external model. No such technical limitation authorizes continued active misuse.
12. Talent withdrawal rights defects and changed law
12.1 Talent’s later withdrawal from future licensing does not, by itself, cancel a validly issued License or enlarge it. It continues for its original Scope and term, subject to this Agreement and mandatory law. A new campaign, renewal or expansion requires current authority and cannot be treated as an old License’s continuation.
12.2 This survival rule does not cure a forged, fraudulent or invalid original authorization, remove statutory privacy rights, or override an injunction or legal prohibition. Nuva must assess the affected rights and inform Licensee of a substantiated restriction, its basis and the necessary response, subject to lawful confidentiality limits.
12.3 If a legal restriction or rights defect prevents a licensed use, the parties will cooperate on lawful remediation. Nuva will not silently replace Talent, broaden permissions or rewrite the original grant. Any substitute or amendment requires the appropriate agreement and authorization. Payment and remedies follow clause 13 and mandatory law.
13. Price delivery refunds and taxes
13.1 Licensee pays the stated License Fee and separately disclosed taxes or charges. Talent revenue-sharing percentages do not create an additional Producer charge unless the checkout expressly identifies a separate lawful charge. Nuva delivers the stated assets through the authorized delivery process, linked to the License and asset versions.
13.2 Refunds Following Talent Withdrawal
The refund provisions in Clause 8 of the exact Terms of Use edition identified in Schedule A shall apply.
A Talent's withdrawal, delisting, account closure, or decision to stop offering new Licenses shall not, by itself, invalidate an existing License or entitle the Licensee to a refund.
Where such withdrawal results in the purchased License becoming legally invalid or unusable under the applicable License Agreement or mandatory law, and the Licensee has not yet produced the related content, Nuva shall assess any refund request in accordance with the applicable License Agreement, Clause 8 of the Terms of Use, and mandatory law.
Nuva may request reasonable and proportionate evidence to verify the relevant circumstances.
Nothing in this Clause limits any non-excludable rights or remedies available under applicable law.
13.3 There is no general change-of-mind, project-cancellation, poor-performance or unused-license refund. Rejected scope expansion, Licensee’s incorrect brief, an incompatible chosen AI tool or Licensee misuse does not automatically create a refund right. This does not remove remedies for Nuva’s non-delivery, defective licensing authority, actionable breach or mandatory consumer protections. Creation of related content does not extinguish those mandatory remedies.
13.4 A refund or termination decision must identify the affected rights and whether use must cease. Nuva will not both cancel rights and retain amounts contrary to applicable law. No automatic punitive forfeiture or retrospective fee multiplier is created by this Agreement.
13.5 To the extent permitted by applicable law, Licensee is not entitled to a refund of the fees paid for the affected License or add-on, a replacement license, a credit, or compensation for production costs, advertising expenditure, lost profits or other losses arising from Nuva’s rightful rejection, suspension, revocation or termination under clauses 9 and 14 caused by Licensee’s material breach, including actual out-of-scope use. This provision applies only to the affected rights and consequences attributable to that breach. It does not permit retention of sums that must legally be repaid, create a punitive forfeiture, or exclude remedies for Nuva’s wrongful action, non-delivery, defective licensing authority, fraud, gross negligence or other actionable breach. Clauses 13.3 and 13.4 and mandatory consumer, restitution and unfair-contract-term protections remain applicable. An allegation alone does not establish a right to retain fees permanently.
14. Misuse response suspension and enforcement
14.1 On credible evidence of a breach of this Agreement, its License Scope or the incorporated Prohibited Use Policy, Nuva may investigate, preserve lawful evidence, request a relevant explanation and records, restrict affected downloads or issuance, and notify Licensee of the alleged breach and corrective steps. Measures must be proportionate and directed to the affected activity and rights. A report or an account restriction alone does not automatically cancel every issued License.
14.2 Nuva may require immediate cessation of a use that was never licensed, presents serious ongoing harm, or is prohibited by applicable law or the incorporated Prohibited Use Policy. It may proportionately suspend affected licensed rights while investigating credible evidence of material misuse. Urgent protective measures may precede notice where reasonably necessary, followed promptly by notice and review when lawful. For a remediable material breach, Nuva will give written notice identifying the breach and a reasonable cure period appropriate to the risk; the cure period does not authorize continued out-of-scope use. Nuva may revoke or terminate the affected License or add-on for a material breach not remedied within that period, repeated material misuse after notice, deliberate material misuse, fraud or an irremediable material breach. Immediate termination is available for deliberate material misuse, fraud or an irremediable material breach where justified under applicable law. Correction does not erase accrued liability for prior unauthorized use. These measures are subject to clauses 9.8, 13.5 and 14.3. A later policy change alone is not proof of breach of an earlier License.
14.3 A suspension or termination notice must identify the affected License and rights, the applicable contract or policy version, the alleged conduct, the basis for the measure, the required response and the review route as far as lawful. Nuva will assess context and evidence, avoid indefinite unsupported restrictions, and promptly restore unaffected or wrongly restricted rights. Licensee may challenge the measure through the Terms' human-review and dispute process without surrendering statutory remedies. A vague assertion of "social concern" is not by itself conclusive evidence of a contractual breach.
14.4 Nuva expressly reserves the right to pursue available legal remedies for misuse: contractual claims, copyright or other claims for which it has standing, interim or permanent injunctive relief, damages and recoverable costs, arbitration, and lawful notices to hosting, distribution or advertising services. It may report suspected offenses to competent authorities where there is a good-faith legal and factual basis. A contractual breach is not automatically a crime, and criminal liability is not determined by Nuva.
14.5 Nuva may enforce its own rights and rights for which it has valid authority. Talent retains personal claims available under law. This Agreement does not assign every Talent claim to Nuva or guarantee standing in every country. Recoveries must not compensate the same loss twice.
14.6 Licensee must promptly stop proven unauthorized use, implement required corrective measures, instruct relevant contractors, distributors and other recipients to whom it supplied the affected material, and provide reasonable evidence of compliance. It must preserve necessary dispute evidence. A corrective payment, scope upgrade or settlement only resolves past misuse to the extent expressly stated in a written agreement.
14.7 No clause authorizes Nuva to hack systems, seize unrelated funds, publish unverified accusations or bypass required legal process. Neither optional certification nor lack of certification changes the right to pursue a substantiated misuse claim.
15. Responsibility and third-party claims
15.1 Nuva warrants that, when issuing the License, it has the asset rights and documented Talent authorization necessary to make the express grant. This is not a warranty of title to unrelated music, trademarks, scripts, products or other material introduced by Licensee, nor a guarantee of AI output copyright or commercial success.
15.2 Licensee warrants the accuracy of material brief and client information, its authority to contract and its compliance with the granted Scope. It is responsible for independently clearing elements it introduces and for product claims, releases and publication-law obligations not expressly undertaken by Nuva.
15.3 Subject to applicable law, Licensee will indemnify Nuva against third-party claims and reasonably incurred defense costs to the extent caused by Licensee’s unauthorized use, false endorsement, prohibited content, infringement in Licensee-supplied material or actionable breach. This excludes the portion caused by Nuva’s defective grant, breach or misconduct. It does not create an arbitrary penalty or liability for unrelated conduct.
15.4 Nuva will indemnify Licensee against third-party claims and reasonably incurred defense costs to the extent caused by Nuva lacking the rights it expressly warranted under clause 15.1, where Licensee used the materials within the Scope. This excludes the portion caused by Licensee’s unauthorized modifications, combination, misleading presentation or breach. Any proposed replacement or modified permission requires Licensee’s agreement and valid rights; it cannot silently alter the purchased grant.
15.5 The indemnified party must give reasonably prompt notice, allow a reasonable defense by competent counsel and cooperate at the indemnifying party’s reasonable expense. Delayed notice reduces recovery only to the extent it causes material prejudice. No settlement may admit the other party’s fault, impose non-monetary obligations on it or waive Talent’s rights without the relevant party’s consent. A conflict of interest requires appropriate separate representation. Urgent protective action remains available.
15.6 Recoverable loss is subject to causation, mitigation, applicable law and no double recovery. The responsibility provisions of the Terms identified in Schedule A apply; this review draft establishes no monetary liability cap and excludes no non-waivable liability. The targeted indemnities are drafting proposals requiring commercial and Thai-counsel approval.
16. Governing law notices and general provisions
16.1 This Agreement and its arbitration agreement are governed by Thai law, subject to overriding mandatory law. The parties expressly adopt the dispute provisions identified in Schedule A, corresponding to Terms of Use review version 0.2 clauses 15.2–15.5 for disputes arising from this Agreement, its Scope, formation, breach, termination or validity: good-faith negotiation, then THAC-administered arbitration to the extent lawfully arbitrable, with urgent relief and non-waivable statutory remedies preserved.
16.2 The proposed negotiation period is 45 days, legal seat Bangkok, tribunal one arbitrator and language English. These selections require confirmation before deployment. THAC means Thailand Arbitration Center, not the Thai Arbitration Institute. The arbitration rules in force when proceedings commence apply subject to the accepted clause and law.
16.3 Notices to Nuva may be sent to legal@nuva-license.com or its address in clause 1.1. Nuva may use the Licensee’s registered email or another agreed retrievable channel. Arbitration notices follow the applicable rules. Licensee must keep its contact details current.
16.4 Waiver must be clear and authorized; delay in enforcement is not a permanent waiver. An invalid provision is severed only to the extent lawful without defeating mandatory protections. This Agreement and its identified incorporated documents are the agreement for the transaction, without excluding actionable misrepresentation. Amendments follow clause 2.5.
16.5 Provisions concerning accrued payment, permitted historical exploitation, surviving restrictions, confidentiality, lawful evidence retention, remedies and dispute resolution survive to the extent needed to give them effect. Survival does not create new generation rights or authorize unlawful processing.
Schedule A Mandatory transaction specific License Scope
Complete and display these fields before purchase. “Not permitted” is an explicit setting; a blank field is not affirmative permission.
| Field | Required transaction record |
|---|---|
| Contract | Agreement and Definitions versions; incorporated Terms version and provisions; Prohibited Use Policy version, date, retained copy and policy-page link; Privacy Notice edition presented; acceptance evidence |
| Parties | Licensor legal entity; Licensee legal entity/ |
| Identifiers | License ID; User/ |
| Category | One or more of the four categories in Schedule B, with separate grants where combined |
| Production/ | One identified project, including its purpose and covered products or editorial subject. Itemized product details and final images need not be submitted at checkout. The allowance cannot be allocated across different clients or projects. |
| Usage/ | Exact purposes and channels; paid/ |
| Territory | Geographic markets; targeting/ |
| Duration | License start/ |
| Commercial Rights | Express commercial permissions and any exclusivity, without implying endorsement |
| Quantities | For B3: a maximum of 50 distinct static images actually published, displayed, distributed or otherwise used externally, counted cumulatively across all permitted channels. Internal candidates do not count. Reposting the same unchanged image across permitted channels counts once. Removal does not restore the allowance. |
| AI Generation | Allowed/ |
| AI Training | Allowed/ |
| Third parties | Contractors/ |
| Sublicensing | Not permitted; this setting cannot be changed by the Scope or an approval |
| Sensitive Uses | Specific scene approval and restrictions; no waiver of clause 7 |
| Identity | Approved stage/ |
| Talent restrictions | Exact accepted restrictions and authorization version used for issuance |
| Financial/ | Price; taxes; payment condition; listed assets and delivery commitment; applicable refund terms |
| Add-ons | Each purchased Schedule D category; Talent opt-in/ |
| End of term | Finished-production survival, archives, physical stock, source deletion, backups and legal evidence; expressly agreed add-on sell-off and recall treatment |
Schedule B — Four Major License Types
These categories preserve Nuva’s Producer Proposal structure. The operative details below must be reflected in each checkout License Scope and supported by Talent authorization. They are Nuva commercial rules, not statutory duration rules. Schedule A must identify the License purchase date separately from the issuance and effective dates under clause 2.3, any deadline for creation and release or go-live, and the permitted exploitation period. A purchase-based period does not authorize use before the issuance conditions in clause 2.3 have been satisfied. All categories remain subject to clauses 3–14, the incorporated Prohibited Use Policy and applicable Talent-specific restrictions. No provision of this Schedule authorizes Sublicensing or overrides clause 8.4.
B1 — Film / Series / Short Drama / Music Video
B1.1 Unit: one identified Production. Licensee must exercise the licensed creation rights and release the licensed Production within one year from the License purchase date. Record that purchase date and the exact creation and release deadline in Schedule A. Once the Production has been validly created and released within that period, the License may cover the full lifecycle of that specific Production, including continuing exhibition and distribution, only within the agreed License Scope, Territory, media, title, specified episodes/season where applicable, versions and other restrictions. The one-year deadline is a condition for those lifecycle rights; it is not an additional year starting from issuance, first use or first publication. A Production not validly created and released within the deadline does not acquire lifecycle rights under this clause.
B1.2 The License includes festival use, trailers, teasers, stills used to promote the licensed Production, and other promotional content directly related to that Production, within the agreed media, Territory and other Scope limits. These rights do not grant general advertising, product or personal endorsement, Merchandise, or independent or reusable likeness rights. Any Print & OOH, Product Packaging or Merchandise use remains subject to the separately purchased add-on and Talent authorization requirements in clause 3.8 and Schedule D. New episodes or seasons outside the identified Production, sequels, spin-offs, remakes, unrelated advertisements, soundtrack endorsements, merchandise and extraction of the character into a reusable avatar remain excluded unless separately licensed with the necessary authority. A Music Video License does not grant rights to Talent’s voice or imply Talent’s endorsement of the artist or music; clause 6.7 continues to apply.
B1.3 Record the creation window, the one-year creation and release deadline and the precise lifecycle grant separately in Schedule A. Lifecycle exploitation of the qualifying Production does not create open-ended generation rights. Routine remastering, technical maintenance and preparation of the included promotional materials from the already-authorized Production may be covered only within the agreed Scope and clause 3.4. A newly generated performance or materially changed scene requires an express right and any renewed approval under clauses 4 and 6; lifecycle rights alone do not authorize it. A trailer, teaser or other promotional release does not, by itself, establish that the identified Production has been released within the required period.
B2 — TVC / Advertising / Commercial
B2.1 Unit: one identified Production or campaign for the named client, brand and specified products/services. The commercial exploitation term is two years from the License purchase date. Record the exact purchase/start date and expiry date in Schedule A before acceptance. First publication, campaign launch, delivery or later issuance does not restart that term. Creation timing must be recorded separately and does not extend the commercial exploitation term. Use remains subject to the issuance conditions in clause 2.3.
B2.2 Record campaign channels, Territory, permitted cut-downs, formats, language versions, paid media, organic posts and any Print & OOH add-on under Schedule D. Product Packaging and Merchandise require their own purchased add-ons. Brand-group membership does not cover all brands. A new product, unrelated campaign or new endorsement requires an additional grant and any necessary Talent Approval; it is not authorized merely because the same content, client or Talent is involved.
B2.3 Continued advertising, paid boosting, reposting, new placements, continuing public campaign availability or other commercial exploitation after expiry is not permitted unless expressly covered by another valid right applicable to that activity. Any limited archive, stock or wind-down permission must be expressly recorded and supported by the necessary authority; none is granted by this clause. No automatic renewal arises from continued access to assets, an unused part of the term or delayed campaign launch. Clause 11 governs expiry and retained content.
B3 — E-commerce / Fashion Editorial
B3.1 License unit and quantity. Unit: one identified project for the named Licensee studio, client, brand and purpose recorded in Schedule A. The License permits a maximum of 50 distinct static images to be published, displayed, distributed or otherwise used externally within the permitted project and License Scope. This replaces SPU and SKU counting for this category. The allowance may not be divided among different clients or unrelated projects, pooled with another License, or treated as a separate allowance for each platform or channel. Rights are limited to the named Licensee; contractor access and distribution remain governed by clause 8 and do not authorize Sublicensing or independent use by another studio, client or affiliate.
B3.2 Creation, publication and verification. The 50-image limit applies to images actually used externally, not to the number of images produced, generated or considered during internal selection. For example, Licensee may create 100 candidate images for the permitted project and select up to 50 for external use, provided the creation workflow complies with clauses 4 and 6. Candidates retained solely for internal review do not consume the allowance.
The count is cumulative across all permitted channels during the License Term. Publication of the same unchanged image on more than one permitted channel counts as one image, not a separate image for each channel. Removing a previously published image does not restore its allowance or permit substitution beyond the cumulative limit. Different sizes, crops, layouts and other versions must be counted according to the method recorded in Schedule A. If that method does not resolve a proposed variation, Licensee must obtain written clarification from Nuva before external use; silence does not establish an exemption.
Licensee need not submit its final image inventory at checkout but must maintain accurate records identifying the images used externally, their relationship to the licensed project, publication dates and relevant channels or placements. Nuva may conduct random compliance checks after go-live, in addition to its rights under clauses 9, 10 and 14. On request, Licensee must provide sufficient relevant information within a reasonable stated period, including image copies or identifiers, listing links, screenshots and publication records. Requests and handling of information remain subject to clause 10. No check, approval or absence of objection expands the License Scope.
B3.3 Term. The License Term for creation and permitted external use is two years from the License purchase date. Schedule A must record the exact purchase/start date and expiry date. Use may begin only after the issuance conditions in clause 2.3 have been satisfied. Delivery, first generation, selection or first publication does not restart or extend the term. This two-year term replaces the previous separate one-year creation and go-live requirement for B3.
After expiry, continued publication, display, distribution or other exploitation requires another valid right expressly covering that activity. No perpetual display right, lifecycle right, automatic renewal, grace period, archive right or wind-down right is granted. Clause 11 governs expiry and retained content.
B3.4 Permitted uses and channels. Subject to the License Scope, B3 covers static-image e-commerce and Fashion Editorial uses, including product main images, product-detail model images, outfit displays and brand editorial imagery. Permitted channels may include Product Listings, Marketplaces, Fashion Editorial, Brand Channels and related channels directly connected to the identified project and permitted use.
B3 is not an advertising license. Use for advertising or paid acquisition—including advertising posters, sponsored placements or paid boosting of otherwise permitted B3 content—requires the applicable B2 — TVC / Advertising / Commercial License before that use. Any Print & OOH, Product Packaging or Merchandise use also requires the applicable purchased add-on under clause 3.8 and Schedule D. An additional B2 License or add-on does not, by itself, increase the B3 image allowance or extend its term.
B3.5 Project boundaries and changes of use. All images must serve the same project identified in Schedule A. The allowance must not be allocated across multiple clients or different projects. Common ownership of brands, use of the same Talent or possession of unused image capacity does not establish permission for another project. Images for another product are covered only if that product and use fall within the originally identified project and License Scope; otherwise an additional grant is required before use.
B3 authorizes static images only. Animating a likeness or converting a static image into runway footage, speaking or presenting content, performances, product-recommendation videos or other moving-image content is a change of use requiring the applicable additional License and approvals. The fact that the source material was a licensed image does not authorize the resulting video, avatar or performance. Phase 1 voice restrictions under clause 6.7 remain applicable.
Licensee must obtain additional authorization before exceeding 50 externally used images or otherwise expanding the project, use, client, brand, channels or other Scope limits. Any amendment must comply with clauses 2.5 and 4 and must not exceed the available Talent authorization.
B4 — Games / Animation
B4.1 Unit: one identified Production/project. Validity: full lifecycle of that Production/project in the specified media and Territory. Record title, character, platforms, editions, maintenance and any specifically included ports, localization, updates or downloadable content. The purchase-based periods in B1–B3 do not apply to this category merely by analogy.
B4.2 A playable or animated character is permitted only within the authorized project. Sequels, other titles, crossovers, character stores, downloadable likeness packs, external avatars, virtual influencer accounts, merchandise and general-purpose conversational agents are excluded unless expressly granted under a suitably scoped additional License, including any applicable Schedule D add-on. No such grant authorizes Sublicensing.
B4.3 User-generated content, face export, character editors and generative dialogue require explicit Scope and safeguards under clause 6.8. A live-service label does not permit unlimited new titles, contexts or commercial uses. Updates introducing Sensitive Uses or materially new performances require the relevant additional authority.
Schedule C Co Promotion Authorization
C1 Record Talent ID, License ID, Producer/client, the Talent-enabled social-profile visibility setting and timestamp, and separate affirmative Talent acceptance of this request. Both conditions in clause 5.4 must be evidenced.
C2 Specify exact approved public name/stage name, social handle, factual bio excerpt, captions, imagery and association claim; posts/content to be shared; channels; dates and Territory; review procedure; compensation if any; paid amplification and whitelisting permissions if any; and whether Talent undertakes any posting obligation. No item is inferred from an empty field.
C3 Record how correction, expiry, commercial cancellation and any statutory consent request affect future posts, already-published materials and lawful records. Do not make a privacy request conditional on payment or presume that all contractual content must automatically be erased. No obligation to disclose private facts or make an untrue endorsement may be imposed.
C4 Co-promotion is separate from the Production License and does not expand it. A visible social profile alone is not permission. During any advertised no-additional-Nuva-fee MVP offer, the actual offer must be identified; it does not guarantee free Talent services or permanent free promotion.
Schedule D Optional paid add ons
D1.1 The available add-on categories are Print & OOH, Product Packaging and Merchandise. Each is optional and available only where Talent has affirmatively opted in to that category and its applicable limits. Nuva must preserve the opt-in version supporting the transaction. A profile badge or general willingness setting is not a purchased permission; any use outside Standing Authorization requires specific Talent Approval before issuance.
D1.2 The Producer must purchase each required add-on and accept its completed Scope. The record must identify the base License ID, add-on reference, Talent and assets, permitted designs, products and purpose, Territory, quantities, channels, creation/manufacturing and display/distribution periods, price, approvals and end-of-term treatment. A later add-on is a versioned supplement; it does not overwrite the original License or retrospectively authorize earlier misuse.
D1.3 Each add-on grants only its listed additional rights. It does not extend the base project, brand, AI Training, exclusivity, endorsement or identity permissions. The earliest applicable restriction controls unless an expressly accepted amendment lawfully varies a configurable term with the necessary Talent authority. If a proposed add-on extends beyond the base term, the extension and surviving rights must be expressly granted rather than inferred.
D2.1 Print & OOH permits reproduction/display of the approved depiction in the specified printed advertising and out-of-home media. Examples include posters, brochures, magazine/newspaper advertising, billboards, transit advertising, street furniture and digital out-of-home screens where expressly listed.
D2.2 Print & OOH does not itself authorize placing the likeness on product packaging or selling likeness-bearing merchandise. A printed promotional poster and a poster sold as a collectible are different uses; the latter requires Merchandise permission. Digital previews or e-commerce product listings do not authorize physical printing.
D3.1 Product Packaging permits the approved depiction only on the specified products’ packaging, labels, boxes, wrappers, inserts or hangtags as expressly listed. Record brand, product families/SKUs, designs, production quantities, manufacturing locations where relevant, distribution Territory and periods. An E-commerce / Fashion Editorial License permitting up to 50 distinct static images for external use does not automatically authorize use of those images or the Talent’s likeness on product packaging. Such use requires a separately purchased Product Packaging add-on and the applicable Talent authorization.
D3.2 Packaging must not suggest Talent personally uses, guarantees, certifies or endorses the product without the separate lawful authorization required by clause 5. New products, brands, packaging designs materially changing context, or quantities beyond the grant require an amendment. Regulatory product claims, safety and labeling remain the responsible Producer’s or product supplier’s obligations.
D4.1 Merchandise permits reproduction of approved depictions on identified finished consumer goods for the specified sale or promotional distribution, such as apparel, bags, mugs, posters or physical collectibles. The Scope must identify each product/design, units, sales channels, Territory, price/royalty structure if any, manufacturing/distribution periods and authorized production suppliers. Free giveaways still require Merchandise permission when the likeness is applied to the goods.
D4.2 Merchandise permission does not grant a standalone character franchise, source-file resale, downloadable templates, digital avatars, NFTs, model weights or rights to license the face to other manufacturers. Three-dimensional replicas, dolls or other identity-bearing forms are not automatically included merely because they are merchandise; they require explicit product-specific scope and Talent authority. Display of an approved product in sales listings must also be expressly covered; manufacturing rights alone do not authorize an unrelated advertising campaign.
D5.1 If a proposed item combines categories, the Scope must expressly cover all relevant uses—for example, a likeness-bearing T-shirt and its likeness-bearing retail box. Nuva must disclose the selected grants and charges before purchase. No unlisted add-on charge may be imposed retroactively.
D5.2 The Licensor authorizes printers, manufacturers, fulfillment providers and distributors only to perform the specified services on Licensee’s behalf for the authorized goods under clause 8, without independent likeness rights or authority to sublicense. Licensee must impose written quantity, purpose, security and no-reuse restrictions; prevent unauthorized overruns, seconds or factory-outlet sales; and keep reasonable production, stock and distribution records. Supplying production files does not grant the supplier independent likeness rights.
D5.3 Before production, the final design or a representative proof must be checked against the approved Scope. Material changes to placement, accompanying text, product, claims or character context require renewed approval where applicable. An approved mock-up is not unlimited approval of later designs. Product safety and necessary regulatory approvals remain the supplier’s responsibility; Nuva’s likeness approval does not certify product safety.
D5.4 At the manufacturing or display end date, stop further production, replenishment and placements. Any sell-off must be expressly granted with a fixed end date, identified existing stock, Territory and channels; no sell-off is presumed. For authorized stock already distributed, define recall, removal or exhaustion treatment consistent with mandatory law and third-party rights. Do not promise automatic recovery of every lawfully sold item from end consumers. Clause 14 applies to unlawful or unauthorized goods and corrective action. Reasonable compliance evidence must be retained without unnecessary personal data.
Schedule E Incorporated policy record
E1 Nuva Prohibited Use Policy: Prohibited Use Policy. Privacy Policy page: Privacy Notice. Terms of Use: Terms of Use
E2 The complete policy must be presented before acceptance and retained with this License. A website link that later displays a different version does not replace the accepted policy. This schedule records the incorporated policy and does not create a separate acceptance event outside the per-purchase acceptance in clause 2.
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