STANDARD TERMS & CONDITIONS

These Terms and Conditions form a binding agreement (“Agreement”) between the Client and RICKY MICHIELS MANAGEMENT, a D.B.A. of Ricky Michiels, LLC (“Agency”). Agency represents models (“Model/s”) and is not liable for the Model’s acts, omissions, or performances

1. Fees & Payment
Client agrees to pay all agreed-upon fees plus a 20% agency service fee. Payments are due within 30 days of invoice and without the deduction of withholding tax, or other fees, which if applicable, shall be paid by the Client in addition to the fees invoiced. Late payments incur a 5% monthly interest. Fees remain payable regardless of whether the final content is used.

2. Overtime
For studio shoots exceeding 8 hours, or for location-based jobs beyond 10 hours, overtime is billed at 1.5x the hourly rate for the first 2 hours and 2x the hourly rate thereafter. Client is responsible for having an on-set representative to approve all overtime. Verbal approval shall be considered binding when given by the Client to the Agency or Model. Swimwear or lingerie work is subject to a 1.5x rate unless otherwise agreed. Nude or sheer work requires prior written approval and fee negotiation.

3. Usage Restrictions
Client may not use the Model’s image beyond the usage expressly agreed upon, such as part of any advertising campaign, merchandising campaign, or promotion (including but not limited to, co-advertising or co-promotion). Client shall not use the Model’s image on any website or material that is pornographic, contains illegal content or encourages illegal behavior, is embarrassing or offensive, or is used in any manner that is misleading or implies an endorsement of a service, product, or entity, except as expressly permitted. Nude, semi-nude, see-through, bathing suit, or lingerie photography or video requires the express prior written approval by Agency. Test/Editorial usage requires prior approval of final images by Agency before publishing, posting online, or sending to magazine/print.

4. Behind-the-Scenes
If Client has the right to take behind the scenes images or video recordings (“B-Roll”) of Model during the shoot, such B-Roll may not be taken during breaks, while Model is nude, changing clothes, before they are hair and make-up ready, or at any other time when Model has a reasonable expectation of privacy. Model shall have the right to approve all B-Roll prior to distribution, not to be unreasonably withheld or delayed.

5. AI Usage & Digital Replication
Client expressly agrees that it shall not, and shall not permit any third party to, create, train, simulate, or reproduce Model’s likeness, image, voice, mannerisms, biometric data, or other personal attributes in any form, through the use of artificial intelligence or similar methods, without the prior express written consent of both Model and Agency. This restriction includes, but is not limited to, the creation or use of digital avatars, voice clones, or other digital representations or derivatives of Model’s identity or performance. Model and Agency retain all rights of publicity and likeness in perpetuity, and no usage granted under this Agreement shall be construed to permit AI-based replication, training, or derivative works unless expressly approved in writing by Agency.

6. Third Party Endorsements
Client acknowledges and agrees that Model has executed or may be in the process of negotiating exclusive endorsement deals with third party advertisers. Client shall not use the shoot materials on any third-party website or platform, or in proximity to any third-party advertiser content in any manner that implies or expresses endorsement of such third-party advertiser or product, absent Model’s express prior written approval.

7. Cancellation
A shoot is considered confirmed from the date of confirmation by the Client (email confirmation is sufficient). Cancellations or postponements made less than 3 business days before the shoot incur 100% of Model’s fee and any incurred costs. With at least 3 days’ notice, 50% of the fee is owed. This applies regardless of cause, including a Force Majeure event. Model’s unavailability due to illness or immediate family emergency shall relieve Model of all obligations contracted herein, and Client shall hold Model and Agency harmless from any loss, cost, damage, or expense arising from Model’s unavailability.

8. Model Safety

Client must provide a safe, inclusive, and respectful working environment. This includes:

• Adequate and regular breaks, meals taking into account any dietary requirements, and insurance coverage.

• A venue with safe and secure working conditions that comply with all health and safety standards, regulations, codes, and laws.

• Hair, makeup, and other styling professionals that have sufficient and well-documented experience working with all hair textures and skin tones.

• Individuals and organizations engaged by Client that are properly vetted, suitably qualified, experienced, and professional.

• No one involved may impose degrading, unsafe, or discriminatory behavior

9. Usage by Model
Model and Agency may use final project images for non-commercial self-promotion, including online and print portfolios.

10. Fashion Workers Act Compliance
Client affirms that all services under this Agreement will comply with New York State’s Fashion Workers Act and related labor laws as enforced by the New York Department of Labor.

11. Insurance
Client must provide proof of insurance upon request and include Model as an additional insured party under relevant policies of insurance, including, without limitation, Client’s policies of errors and omissions insurance, general liability insurance, and product liability insurance, to the extent maintained by Client and subject to all of the same terms and conditions. Client shall provide Agency with proof of the foregoing coverages upon request.

12. Indemnification
Client shall indemnify and hold harmless the Model and Agency from any claims, damages, or losses arising from the Client’s breach of this Agreement, Client and its related third parties’ actions or omissions, or production-related liabilities.

13. Limitation of Liability
Agency and Model shall not be liable to Client or any third party for punitive, consequential, special, exemplary, enhanced, or trebled damages, arising from any claim or dispute relating to or in connection with this Agreement, Model’s performance of services hereunder, or the relationship between the parties, whether such damages are claimed for breach of contract, negligence, or any other tort claim. Maximum liability shall not exceed the Model’s fee.

14. SAG-AFTRA
If applicable, Client is solely responsible for all SAG-AFTRA obligations.

15. Travel & Visas
Client is responsible for verifying any visa/work permit needs prior to the Model’s date of travel and ensuring that travel documents comply with all applicable laws and regulations. Client shall cooperate in good faith with Model and shall provide any documentation that may be required in connection with a visa or permit. Delays or denials preventing the performance of Model’s obligations hereunder are not considered a breach of this Agreement by Agency or Model.

16. Entire Agreement
This Agreement contains the entire understanding between the parties and overrides any conflicting terms that appear elsewhere or prior representations and agreements whether oral or written. Written confirmation via email is binding.

17. Governing Law
This Agreement is governed by the laws of the State of New York. Jurisdiction is exclusively within the courts of New York, New York.