Nuva License Talent Agreement

1.1 This Agreement is between 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), and the natural person identified as Talent in Schedule A. An agency or representative signing for Talent must identify the Talent and document its authority.

1.2 Master Definitions Schedule version 0.1, currently attached to Nuva Terms of Use review version 0.2, supplies the common definitions. These Terms of Use provisions are incorporated by that identified version: clauses 2, 5, 9, 11, 13–16, to the extent relevant to this relationship. This Agreement controls Talent-specific commercial matters. The Privacy Notice review version 0.2 explains processing; acknowledgment is not blanket consent. The accepted production versions must replace these review references before deployment.

1.3 Each Producer’s rights arise under its Digital Likeness License Agreement and License Scope. Restrictions applicable to that Producer must be carried into its accepted transaction records, not imposed afterward through undisclosed Talent terms. Nothing in this Agreement overrides mandatory law or silently changes sold Licenses.

1.4 Nuva operates the marketplace and administers Producer Licenses within the rights and authority validly granted by Talent and the relevant copyright holders. Acceptance of this Agreement does not transfer copyright or ownership of Talent’s identity to Nuva, appoint Talent as an employee or guarantee earnings. The applicable Producer agreement must identify Nuva’s contracting capacity and the rights holders. Any exclusivity is limited to the asset-specific restrictions below.

2.1 Talent must be more than 20 years old, have contractual capacity, provide accurate information, and complete the required identity, authority and asset review. Phase 1 covers visual likeness only; voice cloning and voice licensing are excluded.

2.2 Talent acceptance is recorded with the Talent/User identifiers, agreement and Definitions versions, timestamp and affirmative action. Acceptance binds this Agreement; marketplace activation and new licensing remain conditional on completion of required checks and confirmation of the licensing settings. Capture-specific permissions and the studio-cost schedule must be accepted before studio services, even if that occurs before activation.

2.3 Nuva records the asset inventory, approved profile, settings, authority, changes and relevant approvals. An agency must establish authority separately for approval, price setting and receipt of money as applicable. Talent may contact Nuva directly to check authorization, report misuse or exercise personal-data rights.

2.4 Talent must promptly notify Nuva of material changes to identity details, representative authority, payout instructions, conflicting obligations or rights disputes. Nuva may pause affected new transactions while proportionately verifying the issue. Registration, capture or quality approval alone does not guarantee publication or sales.

3.1 Talent confirms that the depicted person is Talent, supplied information is materially accurate, and Talent has authority to grant the permissions expressly recorded here and in the licensing settings. Talent must disclose existing exclusivity, agency or other commitments that materially restrict those permissions.

3.2 For materials supplied by Talent, Talent must identify the copyright holder and provide the ownership or permissions necessary for the intended transaction. Being the person depicted does not establish ownership of the photograph. Talent must not submit altered identity material, another person’s likeness or content designed to defeat verification.

3.3 Nuva must secure the necessary rights from photographers, employees, contractors and partner studios for assets it arranges. Nuva does not transfer responsibility for its own copyright chain, processing or service failures to Talent merely by obtaining this Agreement.

3.4 By accepting this Agreement, Talent authorizes Nuva, as a marketplace, to publish and display Talent’s approved Assets, previews and profile information for listing, discovery and offering the authorized licensing services, subject to clauses 4–5 and the recorded visibility settings. Talent grants this permission only to the extent Talent owns or is authorized to exercise the relevant rights. Where another person owns the copyright, the necessary permission must be obtained from that person before publication or licensing. This authorization is not a copyright assignment and does not transfer ownership of Talent’s identity or Assets to Nuva.

4.1 Within the accepted settings and asset inventory, Talent authorizes Nuva to capture or receive approved Assets; prepare agreed technical versions; store and display approved previews and profile information; review requests; conclude and administer Producer Licenses within documented licensing authority; deliver permitted Assets; receive License Fees; and operate necessary verification and rights-protection services. Permission merely to publish an Asset does not establish authority to grant all commercial rights in it. Schedule B must separately document the copyright holder’s authority for Nuva to issue the relevant Producer License. Nuva must not issue rights it does not hold or have authority to grant.

4.2 This authority is limited by permitted Usage, Territory, Duration, Commercial Rights, AI Generation, AI Training, the prohibition on Producer Sublicensing, Sensitive Uses and Talent-specific restrictions recorded in Schedule A and the applicable versioned settings. No missing field is construed as unlimited permission. Unavailable or unresolved rights cannot be sold until properly configured and authorized.

4.3 Technical preparation may include agreed retouching, formats, delivery-specific watermarks and hashes. A new depiction outside the approved purpose or public disclosure of KYC information. Separate personal-data requirements remain applicable.

4.4 Marketplace display is limited to approved materials for offering the licensing service. Unrelated Nuva advertising, Talent social-media promotion or claims of Talent endorsement require separate, specified authorization. Nuva will not promise Producers that Talent will post or promote a Production merely because Talent participates on the Platform.

5.1 Talent selects available uses, restrictions and prices through the Talent Center. Nuva records the version and effective time. Profile preferences assist matching but do not themselves issue a License.

5.2 If Talent affirmatively enables Auto Casting, Talent gives Standing Authorization for Nuva to issue Licenses only for requests that satisfy the recorded limits. Nuva must preserve the authorization version used for each License. If Auto Casting is disabled or a request falls outside that authorization, the required individual approval must be obtained before issuance.

5.3 Admin approval determines Platform eligibility, not Talent consent. Sensitive Uses must follow the applicable heightened review and Talent-approval requirements. Nuva must present enough information about the Producer, actual end client, Production and requested use for any required informed approval, including under a confidential-project process.

5.4 Talent may approve or reject a request requiring individual review. Silence is not approval. Rejection of an individual request, refusal of an unapproved Sensitive Use, or exercise of an agreed approval right does not itself trigger a studio-cost repayment.

5.5 Approved changes apply prospectively from their recorded effective time. Nuva must identify pending requests affected by a change and obtain any required renewed approval before issuing rights not covered by current authority. No new License may be issued after the relevant commercial authorization ends. Already-issued Licenses follow clause 12.

5.6 Nuva may apply a discount at its own expense without reducing the Talent earnings otherwise payable. Talent may also affirmatively elect to join a seasonal or other promotional campaign under its disclosed campaign conditions. Before enrollment, those conditions must identify the campaign period, eligible Assets and Licenses, discount, which party bears each portion of the cost, fee calculation, resulting Talent earnings and any withdrawal conditions. Talent-funded or shared-cost discounts require Talent’s recorded acceptance. No campaign changes prohibited uses, approval requirements or License Scope, and completed transactions retain their accepted economics.

5.7 AI Generation does not include AI Training. Training or fine-tuning, including Talent-specific adapters, requires express scope and authorization if offered. Reusable avatars, continuing virtual identities, exclusivity, derivative works and post-term distribution require expressly defined rights. Each Producer License is limited to its identified project and recorded category rules. Producer Sublicensing is prohibited: Talent settings, individual approvals and campaigns cannot authorize onward grants of likeness or Asset rights. Permitted personnel access or distribution of the completed Production creates no independent reuse or licensing right.

5.8 Talent must separately select which of the four License categories Nuva may offer: Film / Series / Short Drama / Music Video; TVC / Advertising / Commercial; E-commerce / Fashion Editorial; and Games / Animation. Category selection does not grant every use within that category. Record the project, channels, territory, creation and exploitation periods, quantities and approval requirements. TVC / Advertising / Commercial has a two-year exploitation term with the exact commencement and expiry recorded. E-commerce / Fashion Editorial has a two-year License term and permits no more than 50 distinct final static images actually published or used commercially across all channels in total, solely within the purchasing studio’s licensed activity for the same identified project and client. Unpublished candidates do not count toward the 50-image limit. The allowance cannot be split between clients or projects, renewed by deleting a published image or treated as 50 images per channel. Mere technical resizing or format conversion of the same image does not create another image; a materially different depiction or composition counts separately. Film and Games lifecycle rights extend only to the expressly identified Production and authorized scope. Exact dates, counting rules and lifecycle boundaries must be recorded before issuance.

5.9 Print & OOH, Product Packaging and Merchandise are separate optional add-on categories. Talent must affirmatively opt in to each category before Nuva offers it for that Talent; opting in to one does not authorize the others. Each sale requires the relevant paid add-on and a recorded scope covering the named client, brand, products, permitted designs and placements, territory, period, quantities where relevant, and any expressly agreed stock sell-off. The earnings and fee rules in clause 8 apply to the agreed add-on fee base unless a separately accepted schedule expressly provides otherwise. Opt-in does not permit resale of source assets, unrestricted digital character products or ownership of Talent’s identity.

5.10 No authorization, Auto Casting setting, individual approval or add-on opt-in permits pornography or sexually explicit content; gambling or betting activity or promotion; illicit drug activity; scams, fraud or other unlawful activity, including facilitation, recruitment, instruction, encouragement or misleading audiences into such activity. Gambling and pornography remain prohibited even where locally lawful. Political activity, political endorsements or persuasion, geopolitical advocacy or inflammatory geopolitical content, inhumane content and content presenting a reasonably foreseeable material risk of serious public alarm, disorder, intercommunal hostility or harm to public safety are also prohibited. The likeness must not be used to solicit religious conversion or recruit people into a religion, sect, cult or belief-based organization, or to promote coercive, deceptive, exploitative or unlawful belief-based practices. This does not classify a religion or belief as inherently false; neutral cultural, historical or educational depiction remains subject to the approved Scope and all other restrictions. These prohibitions extend to likeness-based characters, derived depictions, promotional materials, links and monetization.

5.11 The Nuva Prohibited Use Policy identified by title, version and effective date in Schedule A must be made available at Talent activation and incorporated into each Producer transaction. Clauses 5.10–5.12 state additional limits on Talent’s authorization; Nuva must carry them into the applicable Producer terms before issuance. No staff member or Talent may waive a categorical prohibition. Non-promotional fictional depictions remain subject to the approved brief, scene-specific approval and the policy’s contextual rules. A disputed boundary requires a recorded determination. A later policy does not silently expand authority or retroactively amend sold Licenses.

5.12 Creation of an avatar or likeness-based character is permitted only to the extent expressly granted for the identified Production. It must not become a reusable digital replica, external avatar, virtual influencer, transferable character pack or continuing identity used outside that License Scope. Transforming, blending, cropping or animating the likeness does not remove the restrictions. Talent-specific training or adapters require their own express authorization and recorded limits; a category permission or add-on opt-in does not supply them.

5.13 Showing Talent’s name, biography or profile publicly requires the corresponding affirmative visibility setting. It does not authorize an endorsement. Any co-promotion requires both the recorded profile/biography permission required by the Producer Agreement and Talent’s separate acceptance of the specific co-promotion, identifying the Production, channels, name/image use, approved wording, term and any compensation or posting obligation. Talent’s participation alone does not promise social posts or endorsement. Withdrawal of optional promotion applies prospectively, subject to any valid specific commitment and mandatory law.

5.14 Approval requests and response period. Where a request requires individual Talent Approval, Talent must approve or reject it through the Talent Center within 24 hours after Nuva makes the complete request available there and sends a notification to Talent’s designated notification channel. Nuva will display the response deadline in the Talent Center.

If no response is recorded by that deadline, Nuva may cancel the pending request without issuing a License. Silence, failure to respond or expiry of the response period does not constitute approval, enable Auto Casting or expand an existing Standing Authorization.

The response period does not apply to requests fully covered by Talent’s valid Auto Casting authorization. Requests outside that authorization, or requiring separate approval under the applicable rules, remain subject to individual Talent Approval. Cancellation of an unanswered request does not itself trigger a studio repayment charge or penalty.

6.1 Talent may sell or license qualifying different assets through other platforms, provided Talent has the necessary rights and does not breach a separately accepted exclusivity obligation. Nuva does not claim general exclusivity over Talent’s face, career or independently created materials.

6.2 Talent must not sell, license or submit for licensing on another platform the same assets submitted to Nuva without Nuva’s express written permission. For this restriction, the same assets include copies and versions derived from the submitted source files, including crops, resizing, recoloring, retouching, watermark changes or format conversion. Merely renaming or technically modifying a file does not make it different.

6.3 A genuinely independent capture that does not reproduce or derive from the Nuva-submitted files may qualify as a different asset even though it depicts the same Talent. Materials from a Nuva-arranged studio session remain subject to the broader restrictions in clause 7. Schedule B must identify the covered files and set clearly; this clause does not claim ownership of every image ever taken of Talent.

6.4 Talent must not authorize a third party to bypass these restrictions. Schedule B must record the duration and basis of same-asset restrictions; absent a separately accepted longer period, the contractual restriction in clause 6.2 applies while the Asset is listed or available for new licensing through Nuva. Removal does not cancel issued Licenses or release separately accepted studio-asset restrictions. Any copyright Nuva independently owns must be evidenced separately; this Agreement does not create that ownership.

7.1 A Nuva-arranged studio session is a session arranged through Nuva at an authorized Partner Studio and identified in Schedule B or C. An ordinary privately purchased session at a Partner Studio is not automatically a Nuva-arranged or subsidized session. Clause 11 and Schedule C apply only where Talent elects to use Nuva-funded or Nuva-subsidized studio services and accepts Schedule C before the service.

7.2 The covered studio assets include the session’s identified captures, selected photographs, videos if included, retouched outputs and copies or derivatives from those files. Raw files and outtakes are included where identified as part of the session set; delivery to Talent does not create a general right of external use.

7.3 Talent must not independently publish, upload, distribute, sell, license or otherwise use covered studio assets on any channel unless both conditions have been met: (a) Talent has paid the corresponding photography service fee specified in an accepted release quotation or schedule; and (b) Nuva has given written consent identifying the assets and permitted use. Channels include other licensing platforms, social media, personal websites, portfolios, agency listings and promotional materials.

7.4 Payment alone is not permission. Written consent must identify its scope, including whether external licensing, commercial publication or only specified portfolio use is permitted. A studio staff member or partner cannot grant Nuva’s consent unless expressly authorized to do so. An authenticated Platform approval or written communication from an authorized Nuva representative may document consent.

7.5 This restriction does not prevent private review of supplied files, delivery back to Nuva for the service, or confidential disclosure reasonably necessary to obtain legal advice, exercise statutory rights or comply with law, with appropriate safeguards. Marketplace use by Nuva is governed by clause 4. Linking to a Nuva profile does not itself authorize copying or reposting its images.

7.6 Paying the fee and receiving use permission does not transfer copyright unless a separate written instrument expressly does so. The consent must state any exception to clause 6.2; general portfolio permission does not authorize sale on another marketplace.

7.7 Any early-exit studio charge under clause 11 must be credited against the corresponding photography service fee for the same services if Talent later requests external-use permission. Nuva and the Partner Studio must not recover the same service price twice. Payment of an early-exit charge does not itself grant external-use permission, additional usage rights or copyright ownership.

7.8 Nuva must require its personnel and authorized partner studios to use approved devices and controlled transfer procedures for studio capture, restrict access to authorized persons, verify successful transfer and integrity, and delete temporary local copies within the retention window confirmed in the Privacy Notice and capture schedule. Studio personnel must not retain or reuse captures for personal portfolios, unrelated advertising, model training or independent distribution without separately valid authority. These controls do not authorize destruction of records subject to a justified legal hold.

8.1 Nuva deducts a Platform Fee of 15% and a Commercial Distribution Fee of 10% from the applicable License Fee, giving combined Nuva service fees of 25%. These percentages are additive, not sequential. Talent’s share is the remaining 75% before VAT on Nuva’s service fees, applicable withholding and other lawful, separately agreed adjustments. Where VAT at 7% is lawfully chargeable on Nuva’s combined service fees, that VAT is calculated on the 25% service-fee amount and deducted from Talent’s share. It is not calculated as 7% of the full License Fee. No VAT may be deducted where it is not lawfully chargeable.

8.2 For a License Fee of P, the Platform Fee is P × 15%, the Commercial Distribution Fee is P × 10%, and the combined service fees are P × 25%. At a VAT rate of 7% on those combined service fees, VAT is calculated as (P × 25%) × 7%, equivalent to P × 1.75%. Talent’s share after these fees and their VAT is therefore P × 73.25%, before applicable withholding and other agreed adjustments. This calculation does not divide P by 1.07 or deduct a separate 7% VAT component from P. Campaign adjustments follow clause 8.7. Any change in the applicable VAT rate must be reflected using the lawful rate and disclosed prospectively. Foreign exchange, provider charges and any other deductions must be addressed in the accepted fee schedule; no undisclosed or duplicate deduction is authorized.

8.3 For illustration, on a License Fee of THB 10,000, the Platform Fee is THB 1,500 and the Commercial Distribution Fee is THB 1,000, giving combined service fees of THB 2,500. VAT at 7% on those service fees is THB 175. Talent’s share is THB 7,500 before that VAT deduction and THB 7,325 after it, before applicable withholding and other agreed adjustments. Nuva does not guarantee License volume or income.

8.4 The Talent Center must separately display estimated, pending, available, requested, processing and paid amounts and identify any holds, deductions or adjustments. Subject to receipt of cleared payment, earnings become available for a payout request after a holding period of 14 calendar days from successful payment of the relevant License Fee, unless a justified hold applies under clause 10.

8.5 Refunds, chargebacks and rights defects are assessed under the relevant transaction and the versioned refund provisions in Terms of Use 0.2 clause 8. Nuva may reverse the Talent share of a validly reversed transaction to the extent contractually and lawfully justified, with an itemized explanation. Allocation of losses caused by Nuva’s own breach must not automatically be shifted to Talent. Disputed amounts follow clause 10.

8.6 Each party bears its applicable tax obligations. Nuva makes required withholding and supplies the applicable record where required. No fixed withholding rate is invented in this draft. Talent must provide accurate tax and payout information; the Platform fees are distinct from tax withheld for remittance to an authority.

8.7 A platform-funded promotion must preserve the Talent earnings payable on the otherwise applicable fee base, with Nuva absorbing its promised funding. For Talent-funded or shared-cost campaigns, the accepted conditions must specify the revised fee base and exact cost allocation or calculation, including whether any adjustment is made before fees or against Talent’s resulting share. The same discount must not be deducted twice. Each statement must distinguish the customer payment, VAT, promotion funding, fees and Talent earnings. Campaign participation does not authorize deductions outside those accepted conditions.

9.1 Talent must access the Talent Center, review the available payout amount and submit a payout request. Displaying a balance does not automatically initiate payment. Unrequested available amounts carry forward and are not forfeited merely because a request was not submitted in a particular month.

9.2 Nuva’s scheduled settlement initiation date is the 25th of each month. This is the date on which Nuva initiates payment processing, not a guarantee that funds arrive in Talent’s account that day. Completion depends on the payment channel, banking systems and any applicable verification.

9.3 The monthly request cut-off is 23:59 Bangkok time (Asia/Bangkok, UTC+07:00) on the 22nd of each month. Requests received after that cut-off enter the next monthly settlement period. The Platform receipt timestamp determines submission, and the acknowledgment must identify the applicable processing cycle. The cutoff includes the entire 23:59 minute: requests recorded before 00:00 on the 23rd qualify for the current cycle; requests recorded at or after 00:00 on the 23rd enter the next cycle. Qualification remains subject to available funds and any justified hold under clause 10.

9.4 Nuva will initiate the payout process on the 25th of each month for eligible requests in that cycle, including when the date falls on a weekend or public holiday. Completion and receipt depend on the payment processing provider’s operating calendar, banking schedules, verification and transfer arrangements. Where the provider cannot execute transfers that day, Nuva will submit or queue the payout instruction on the 25th for processing when the provider resumes. Nuva will retain the initiation record and communicate a failure or delay and the next action. These provisions do not excuse Nuva’s own failure to initiate correctly or address a failed instruction.

9.5 Talent must provide valid payout details and any necessary verification. Nuva will communicate missing information, failed transfers or lawful holds and explain the next action and expected retry or processing cycle. A failed transfer does not forfeit the underlying balance.

9.6 Nuva may correct an accounting error with a traceable adjustment and explanation. It must not label a request “paid” before the applicable payment event has occurred. Talent may question a statement through the complaints process without losing mandatory rights through an undisclosed objection deadline.

10.1 A hold must have a documented basis such as a relevant chargeback, credible rights defect, suspected fraud, payment verification issue or binding legal requirement. It must be limited in scope and duration to the risk, reviewed and released when no longer justified. Nuva will give reasons and a review route unless law or a legitimate investigation prevents disclosure.

10.2 Except for the specific studio reserve authorized below, contested charges are not automatically deductible from earnings. Where Talent has accepted Schedule C before receiving a Nuva-funded or subsidized studio service and a qualifying early or partial commercial withdrawal occurs within its 12-month period, Nuva may temporarily reserve unpaid earnings up to the remaining early-exit charge claimed under clause 11. Nuva must provide the trigger, calculation, credits and supporting price record. The reserve cannot exceed the unpaid earnings held or the outstanding claimed charge, whichever is lower; it is not a final forfeiture. Unaffected balances remain payable through the ordinary request procedure. A reserve cannot be imposed merely because Talent booked a session or exercised an unrelated statutory right.

10.3 Terms of Use 0.2 clause 9 governs reports, proportionate evidence requests, confidentiality and human review. Optional Production certification is not a condition for Talent to report misuse. Nuva’s internal review does not conclusively determine legal liability or impose an arbitrary penalty.

10.4 Where credible evidence indicates misuse, Nuva may preserve necessary evidence, contact the relevant Producer, restrict affected access or delivery, demand cessation and pursue available contractual or legal remedies where it has standing. Nuva must follow the applicable Producer Agreement, proportionate review procedures and law. This Agreement neither guarantees recovery nor transfers every Talent claim to Nuva. Representation or settlement of Talent’s personal claim requires appropriate authority; Talent retains independent statutory remedies.

10.5 Schedule C must separately record Talent’s express authorization for the limited reserve and any lawful set-off. Nuva must review a disputed reserve promptly and at least every 30 days, give reasons for any continuation and release any excess or unjustified amount without requiring a new payout request. A dispute alone does not establish Nuva’s entitlement to take the funds permanently. Final deduction requires an enforceable amount and legally valid set-off or payment authority; disputed amounts must follow clause 15 or an agreed resolution. Nuva must not use a reserve to prevent a privacy request or retain unrelated earnings indefinitely.

11.1 This clause applies only to Talent who elects to receive Nuva-funded or Nuva-subsidized asset-capture services at an authorized Partner Studio under Schedule C accepted before the service. It does not apply to Talent who supplies their own Assets, does not use those services, or pays the full agreed studio service price without a conditional subsidy. Schedule C must identify the covered services and Asset set, the funding and collecting parties, the Partner Studio’s published list price at acceptance, the amount paid by Talent and the conditional benefit provided.

11.2 The participation period is 12 calendar months from documented delivery or agreed secure availability of the usable Asset set. Record the exact commencement and expiry dates. Nuva must not delay commencement through its activation process. Each additional session requires its own accepted schedule and cannot restart another session’s period.

11.3 If Talent voluntarily ends commercial participation or withdraws all or part of the covered Asset set from future licensing before the participation period expires, Nuva may request an early-exit studio charge up to the full published list price recorded in Schedule C, less the credits in clause 11.4. Partial withdrawal may trigger that full session-level amount; the proposed commercial rule does not automatically prorate the charge by remaining time or number of Assets withdrawn. Nuva may reduce or waive the charge. No charge may be increased by a price change announced after Schedule C was accepted.

11.4 The maximum charge is max(0, the recorded published list price for the delivered covered services − payments already made by Talent for those services − sums already recovered toward the same service price). Schedule C must record whether the price includes VAT and its lawful tax treatment; applicable taxes may not be added beyond the stated total cap by relabeling them. One session generates no more than one total capped recovery, even if several Assets are withdrawn separately. Nuva must document any lower amount it requests and avoid double recovery by Nuva and the Partner Studio.

11.5 No charge arises solely from rejecting an individual request, refusing an unapproved use, reporting misuse or making an unrelated personal-data request. No charge applies where withdrawal results from Nuva’s material breach, unauthorized use attributable to Nuva, failure to deliver the agreed usable service, or where charging is unlawful. Any charge remains subject to mandatory rules on enforceability, fairness and reduction of excessive penalties. Stating a published list price does not conclusively establish that the full amount is legally recoverable in every case.

11.6 Nuva must provide an itemized demand, the accepted Schedule C, evidence of the published price and delivery, applicable credits and a review route. Schedule C must state the payment due date and reasonable dispute period. Nuva may reserve funds only under clauses 10.2 and 10.5. The identified creditor must have supplied or funded the service or possess documented authority to collect the amount; collection by an authorized party discharges the corresponding debt to that extent.

11.7 A request to withdraw personal-data consent must be received and assessed under the Privacy Notice and applicable law without requiring advance payment. Where it also ends the future commercial availability of the covered Assets during the participation period, Nuva may assess a separate commercial charge under this clause only to the extent legally enforceable. Withdrawal does not automatically establish a debt or authorize continued consent-dependent processing. Any legally required restriction on new use must be implemented independently of the payment dispute.

12.1 Talent may request delisting, withdrawal of future commercial authority or termination through the Talent Center or cs@nuva-license.com. Nuva will record receipt, promptly restrict affected new issuance and confirm the effective status, pending requests and surviving obligations. A delay in administrative confirmation does not authorize new Licenses after the authority has ended.

12.2 Licenses validly issued before the relevant withdrawal took effect continue for their accepted scope and term, subject to their provisions and mandatory law. Nuva may perform the necessary existing obligations within lawful authority; it may not characterize a new Production, renewal or expanded scope as performance of an old License to bypass withdrawal.

12.3 Survival does not cure fraud, forged authority, an invalid original grant or legally required restrictions. Continuing personal-data processing must have its own lawful basis. No provision represents statutory consent as universally irrevocable or guarantees that an issued License overrides every later legal restriction.

12.4 Earned amounts remain subject to proper settlement, lawful adjustments and payout requests. For qualifying early or partial withdrawal by a participant in Nuva-funded or subsidized studio services, Nuva may reserve the limited amount permitted by clauses 10.2, 10.5 and Schedule C. The remaining balance remains payable. Account closure must preserve a reasonable alternative request route for residual balances and access to statements; it does not cause a general forfeiture of earnings.

12.5 Ending participation does not grant external studio-asset use, erase lawfully retained evidence or discharge an enforceable accrued obligation. Independently established copyright ownership remains with its holder. Contractual Asset restrictions survive only for their recorded lawful duration and scope; acceptance of this Agreement does not itself transfer copyright.

13.1 Nuva may proportionately suspend affected listing, new licensing or delivery for a material breach, credible rights defect, verification problem or urgent safety/legal concern. Where practicable it gives reasons and an opportunity to cure remediable breaches. Urgent measures may precede notice, with subsequent review. Terms of Use 0.2 clauses 9 and 13 apply.

13.2 Either party may terminate for the other’s material breach that remains unremedied after a reasonable written cure period specified in the notice, or promptly where the breach is unlawful, irremediable or requires urgent termination. Termination consequences follow clauses 11–12 and mandatory law.

13.3 Each party is responsible for loss caused by its own actionable breach subject to applicable rules of causation, mitigation and recoverability. A Talent breach concerning false authority or unauthorized asset reuse may give rise to recovery of legally recoverable loss, but no automatic punitive multiplier is created here. Nuva remains responsible for its own licensing, studio and processing obligations.

13.4 The parties will cooperate reasonably on substantiated claims, protect confidential information and avoid admissions or settlements purporting to bind the other without authority. No settlement may impose non-monetary obligations on Talent without Talent’s agreement. The draft establishes no additional monetary liability cap or blanket indemnity; these require separate review.

14.1 The Privacy Notice describes eKYC, Singapore hosting, provider disclosures, studio handling, retention and rights. Required sensitive-data consents remain separate. KYC records are not assets for Producer delivery.

14.2 Each party must protect non-public transaction details, confidential briefs and personal information received through the relationship, using them only for the agreed service, necessary advice, rights enforcement or legal duties. Lawful complaints and disclosures to advisers or authorities are permitted with proportionate safeguards.

14.3 Nuva retains accepted settings, approval and agreement versions and their linkage to issued Licenses. Changes are separately recorded. Retention and access must comply with the Privacy Notice and law; “historical” does not mean indefinite retention of every personal field.

14.4 Confidential-project arrangements must retain a restricted mapping to the actual Producer, end client and approved Production. Talent must receive sufficient information for any required informed approval; confidentiality cannot substitute for approval or conceal a prohibited client or use. Complaint disclosures must be proportionate, using redaction and restricted access where appropriate, without withholding information required by law.

14.5 Commercial delivery of authorized likeness assets is an intended disclosure to licensed Producers. It does not include raw KYC records, biometric verification templates, payout details or unrelated private account information. Nuva must explain the actual recipients and purposes in the applicable privacy disclosures. Traceability tokens, hashes and historical records remain subject to appropriate retention and data-rights controls when linkable to a person.

15.1 Terms of Use 0.2 clause 15 is expressly incorporated between these parties, providing Thai law and THAC arbitration subject to mandatory rights. Its proposed Bangkok seat, sole arbitrator, English language and 45-day negotiation period remain subject to final confirmation before deployment. Statutory privacy complaints and non-waivable remedies are preserved.

15.2 Material changes to this Agreement follow the applicable notice and acceptance process and do not retroactively change sold Licenses, accrued earnings or accepted studio schedules. A later public policy cannot impose a new past-session fee. Notices may be sent through the Talent Center and registered email, with formal contact at legal@nuva-license.com and Nuva’s address above.

15.3 The accepted Agreement, shared Definitions, incorporated provisions and completed schedules record this commercial relationship. No unresolved bracketed charge or permission becomes binding merely by appearing in a draft. Severability, electronic records and non-waiver follow Terms of Use 0.2 clause 16 as applicable.

Complete before activation: Talent legal name and Talent/User IDs; representative name and evidence if any; age/capacity verification reference; accepted Agreement/Definitions/Terms versions; acceptance timestamp and attribution; asset sets; approved public profile; permitted Usage, Territory and Duration; Commercial Rights; AI Generation/Training; Producer Sublicensing: prohibited; Sensitive Uses; approval requirements; Auto Casting instruction and limits; pricing mandate and fee-base acceptance; payout recipient authority; identified restrictions; each permitted License category and its precise limits; separate Print & OOH, Product Packaging and Merchandise opt-ins; prohibited-use rules/version; name/biography visibility; specific co-promotion approvals; training and avatar limits; applicable lifecycle rights. KYC documents remain separately access-controlled.

For each set record: set/Asset IDs and versions; capture date/session and studio; file inventory or reproducible manifest; whether Talent-supplied or Nuva-arranged; copyright holder and supporting evidence; marketplace display permission and separate authority for Nuva to conclude the permitted Producer Licenses, including scope and duration; any independently executed ownership instrument if relevant; third-party clearances; approved previews; exact duration and basis of contractual restrictions; applicable external-use consent reference.

For an external-use release record: covered files; requested channels and purpose; permission for external licensing if any; corresponding service fee and tax treatment; cost-recovery credits; payment status; authorized Nuva written approval; scope, duration and conditions. No payment-only release and no implied copyright transfer.

This Schedule applies only to Talent who elects to receive Nuva-funded or Nuva-subsidized asset-capture services at an authorized Partner Studio. These services are currently available only in Bangkok, Thailand, subject to appointment availability. No studio charge arises merely from joining the Nuva marketplace or uploading independently obtained Assets.

Complete and accept before the service:

• Talent, booking reference, Partner Studio and Nuva legal entities; actual service supplier, funder, creditor and collection authority.
• Covered services, usable deliverables and Asset-set identifiers; delivery evidence and the exact 12-month start and expiry dates or agreed objective dating mechanism.
• Published studio list price at acceptance, currency, price-list copy or dated evidence, tax treatment and total cap; Talent’s upfront payments and the conditional subsidy or benefit.
• Early-exit rule: full or partial voluntary commercial withdrawal within 12 months may trigger a charge up to the recorded full session list price, less required credits, without automatic time or Asset-count proration. Nuva may request a lower amount or waive it; no retrospective price increase or repeat recovery for the same session.
• Exceptions, credits, payment and review: The exceptions in clause 11.5 apply. Any early-exit charge must deduct amounts already paid or recovered toward the same studio service price and must not exceed the maximum amount recorded in this Schedule.

If Nuva requests payment, it must provide an itemized notice identifying the withdrawal event, applicable charge, supporting price record, credits and remaining amount payable. Any undisputed amount is due within 30 calendar days after Talent receives the complete notice.

Talent may request internal review through the Talent Center or cs@nuva-licensed.com within 14 calendar days after receiving the notice. Nuva will provide an initial written response within 14 calendar days after receiving the review request. If further investigation is required, Nuva will explain the reason and expected response date.

The payment deadline for the disputed portion is suspended during internal review. If the dispute remains unresolved, clause 15 applies. Any temporary reserve remains subject to clauses 10.2 and 10.5 and does not constitute a final deduction. Failure to request internal review within the stated period does not waive Talent’s statutory or contractual rights.

• Separate affirmative acceptance of the capped reserve under clauses 10.2 and 10.5 and any lawful set-off authority; no forfeiture of unrelated earnings.
• No automatic fee merely for withdrawing privacy consent. Any associated commercial consequence remains subject to clause 11.7 and applicable law.
• External-use permission remains separate; early-exit payments are credited against the same service fee but do not automatically authorize external use.
• Capture privacy information, separate consent where required, and acknowledgment that income is not guaranteed.

Record Talent’s acceptance of the completed schedule, its version and timestamp before delivering the subsidized service. An uncompleted price or reserve field does not authorize an undisclosed charge or reserve.

• Request channel: Talent Center; verified available amount and payout details.
• Settlement initiation: 25th of each month; receipt date not guaranteed.
• Cut-off: 23:59 Asia/Bangkok on the 22nd of each month.
• Requests after cut-off: next monthly settlement cycle.
• Holiday/non-processing-day rule: Nuva initiates by submitting or queuing the instruction on the 25th; provider and bank calendars determine execution and receipt, under clause 9.4.
• Available-balance qualification, supported currency, minimum if any, retry procedure and processing notifications.
• Each request acknowledgment records receipt timestamp, amount, status and assigned cycle. No automatic forfeiture of unrequested funds.