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License Agreements

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Asset License Agreement

LAST UPDATED: 02/22/2024

This ASSET LICENSE AGREEMENT (“Agreement”) is between Cleared Candids, LLC (“Cleared Candids,” “we,” “us” and “ours”) and your company, the entity identified below (“you” and “yours”) (collectively, the “Parties”), and includes our Terms of Service and Privacy Policy. 

This is a license agreement between you and Cleared Candids that explains how you can use the photographs or images that you license from Cleared Candids (individually and collectively, “Asset“) in and in connection with the production currently entitled “Your Production” indicated in the order form (each, a “Production”). By downloading the Asset from our site, www.clearedcandids.com (the “Site”), you accept the terms of this agreement.

 

Cleared Candids offers two types of licenses:

Background Set Dressing 
Hero Use

Asset may be used as background dressing but not featured on screen for more than a few seconds. For example, the asset may be used as background set dressing in a film or television set to create the background environment.

Asset may be featured on screen as the focus of the scene or a prop talent interacts with. For example, the asset may play a starring role in a scene or have a significant visual impact on the viewer. 

Standard Terms & Conditions 

Uses 

  1. License. Subject to the terms of this Agreement, we hereby grant you  and your successors, licensees and assigns a non-exclusive license to use the Asset in and in connection with the Production and to use, broadcast, exhibit, distribute and otherwise exploit the Production containing the Asset theatrically, on television, video, DVD, and/or otherwise in any and all manner and media, whether such media is now known or developed later (including, without limitation, in and in connection with in-context advertising, publicity and promotions, including trailers and electronic press kits or other material relating to the Production), throughout the universe, in perpetuity. You agree that you will use the Asset only as permitted under the license type you have purchased. For purposes of this agreement, “use” means to depict, copy, reproduce, modify, edit, synchronize, perform, display, broadcast, distribute, exhibit. publish, and otherwise exploit the photographs, film and recordings containing the Asset. You acknowledge that any other use of the Asset shall require separate authorization from us.
  2. Single Use. The Asset may be incorporated into one (1) Production (e.g., feature film or pilot) or one (1) serial Production (e.g., a single season of a television series), and any reshoots necessary to complete the Production. The Asset must be relicensed (i.e., repurchased) for use in any additional productions, including additional seasons, episodes, sequels and prequels.

Restricted Uses 

You agree to the following limitations and exclusions:

  1. No Unlawful Use. You may not use the Asset in an unlawful manner, and shall not portray us or the Asset in a manner which would constitute actionable defamation or actionable trade libel/tarnishment in the scenes of the episode of the Production in which the Asset appears recognizably.
  2. No Standalone File Use. You may not use the Asset in any way that allows others to download, extract or redistribute it as a standalone file (meaning just the Asset file itself, separate from the Production). Likewise, you may not remove the Asset from the Production for any standalone or out-of-context use in connection with any marketing efforts or promotional materials (e.g., movie posters, production swag or other promotional items).
  3. No Electronic Templates. You may not use the Asset in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
  4. No Use in Trademark or Logo. Except for fictitious uses in accordance with the license type you have acquired, you may not use the Asset (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, trade name, business name, service mark, or logo. 
  5. No Machine Learning, AI, or Biometric Technology Use. You may not use the Asset (including any caption information, keywords or other metadata associated with the Asset) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, we do not represent or warrant that consent has been obtained for such uses with respect to model-released Asset.

3. User Accounts 

3.1 You will be responsible for tracking all activity on your user account, and you agree to: (a) maintain the security of your password and username and (b) notify Cleared Candids immediately of any unauthorized use or other breach of security. We reserve the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If we determine that you are in breach of this or any other term of this Agreement, we may suspend access to your account and seek further legal remedies, provided we provide prior written notice to you, and permit you a reasonable opportunity to cure any breach or non-compliance with an obligation hereunder.

4. Intellectual Property Rights

4.1 Asset Copyright. The supplier of the Asset (“Asset Supplier”) retains their full rights to any Asset they upload to this Site. All rights not expressly granted in this agreement are reserved by Cleared Candids and Asset Suppliers. You acknowledge that you will not acquire or assert any rights in the copyright of any Asset Supplier by virtue of your use of the Asset pursuant to this Agreement. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the Asset. 

4.2 Use of Cleared Candids Name. You may use the name of Cleared Candids to give attribution, but you may not otherwise use our names, logos, or trademarks without prior written approval. You acknowledge that you will not acquire or assert any rights in any Cleared Candids trademark by virtue of your use of our name pursuant to this Agreement.

5. Termination/Cancellation/Withdrawal

5.1 Incorporated Assets. Once the Asset is incorporated into the Production, the terms of Sections 5.2 and 5.3 shall be of no further force or effect with respect to such Production; provided, however, that we reserve our right to terminate the license with respect to further uses of the Asset in any new or additional productions, if any, provided we provide prior written notice to you, and permit you a reasonable opportunity to cure any breach or non-compliance with an obligation hereunder.

5.2 Termination. The Parties may terminate this Agreement as follows:

(a) You can terminate this Agreement by ceasing use of the Asset and deleting or destroying any copies. You must also sign-in to your account at least once per year to avoid expiration of credits. Except with respect to incorporated Assets under Section 5.1, we may terminate this Agreement at any time if you fail to comply with any of the material terms of this Agreement (including failure to pay any amounts due, abuse of the subscription account and/or violation of the license terms) and fail to cure such breach within 10 days of our delivery of notice of the breach, in which case you must immediately: cease using any unincorporated Assets; delete or destroy any copies thereof; and, if requested, confirm to us in writing that you have complied with these requirements.

(b.) Unless renewed, subscriptions terminate automatically at the end of the subscription period. We may terminate any license before the end of the subscription period in accordance with Section 5.2(a).

5.3 Asset Withdrawal. Asset Withdrawal. Except with respect to incorporated Assets under Section 5.1, upon notice from us, or upon your knowledge, that any Asset may be subject to a claim of infringement of a third party’s right for which we may be liable, we may discontinue the license to such Asset and require that you to immediately delete or destroy any copies thereof; and ensure that your clients, distributors, affiliates and/or employer do likewise.

5.4 Remedies. In the event you are in breach of any provision of this Agreement, we hereby: (i) agree that our rights and remedies shall be limited to our right to recover damages at law; and (ii) waive our right to enjoin the production, distribution, exploitation or promotion of the Production.

5.5 Refunds/Cancellation. No credits or refunds are available once the Asset has been delivered to you.

6. Cleared Candids Representations & Warranties 

6.1 Warranty of Non-Infringement. For all Assets, we represent and warrant that your use of such Asset in accordance with this Agreement and in the form delivered by us (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights, trademark, privacy, publicity or moral rights of the Asset creator or owner, and the individuals depicted in the Asset.

6.2 Warranty Disclaimer. Unless specifically warranted above, we do not grant any right or make any warranty with regard to the use of names, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the Asset. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Asset, and you are solely responsible for obtaining such release(s).

6.3 No Other Warranties. Except as provided in this section above, the Asset is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose.

7. Your Representation & Warranties 

7.1 Authority. You have full authority to enter into this Agreement on the terms and conditions contained herein and that neither the execution nor performance of this Agreement will constitute a violation of applicable laws or duties by you.

7.2 Binding Obligations. This Agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms. You will not attempt to distribute, license, sell, or broadcast any Asset belonging to a third party which is available on the Site without having entered into this Agreement and paying to us all fees payable in respect of such Asset.

7.3 Payment & Credit Cards. If you are paying for your order via credit card, you represent that you are an authorized user of the credit card and authorize us to charge the card you provided for the amount specified. You agree not to dispute the payment with your credit card company, so long as the transaction corresponds to the terms provided to you at the time you made your order. You further agree that you are responsible for any fees from banks or other financial intermediaries incurred by us on your behalf as part of your use of the Site.

8. Indemnification/Limitation of Liability

8.1 Indemnification by You. The parties agree to defend, indemnify and hold free and harmless to the fullest extent permitted by law, the other party, each of their respective parent, subsidiary, and affiliated organizations, and each of their respective agents, employees, successors, licensees and assigns from and against any and all claims, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees, resulting from any breach of any warranty, representation, or other provision of this agreement.

8.2 Indemnification by Us. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8.3 Indemnification Procedures. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8.4 Limitation of Liability. CLEARED CANDIDS AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF CLEARED CANDIDS OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

9. General Provisions

9.1 Assignment. You may freely license, assign and otherwise transfer any and all rights granted hereunder to the Asset as used in connection with the Production and/or any advertisements, promotions, publicity or other material relating to the Production, in whole or in part, to any person or entity; provided, however, that: (i) the rights in the Asset, outside of the Production itself, may not be assigned and (ii) no such assignment shall relieve you of your responsibilities under the this Agreement. We may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

9.2 Electronic Storage. You agree to retain the copyright symbol, the name of Cleared Candids, the Asset’s identification number and any other information or metadata that may be embedded in the electronic file containing the original Asset, and to maintain appropriate security to protect the Asset from unauthorized use by third parties. You may make 1 copy of the Asset for back-up purposes.

9.3 Governing Law/Arbitration. This agreement will be governed by the laws of the state of New York, without regard to that state’s choice of law provisions. We consent to the exclusive personal jurisdiction and venue of any state or federal court located in New York to the extent that any court proceedings are commenced; provided, however, that the foregoing shall not in any way diminish or limit the mediation and arbitration provision set forth below.

WHERE ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT ARISES, THE PARTIES AGREE TO FIRST TRY TO RESOLVE SUCH DISPUTE THROUGH CONFIDENTIAL MEDIATION.  IF MEDIATION IS UNSUCCESSFUL, THEN DISPUTES SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES (HARD COPIES PROVIDED UPON REQUEST).

In any action by us for breach of any provision hereunder, we agree that our exclusive remedy shall be an action at law for damages and in no event shall we be entitled to injunctive or any other equitable relief.

9.4 Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

9.5 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

9.6 Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both Parties or issued electronically by us and accepted by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by you, the terms of this Agreement will apply.

9.7 Notice. All notices required to be sent to Cleared Candids under this Agreement should be sent via email to: hello@clearedcandids.com. All notices to you will be sent via email to the email set out in your account.

9.8 Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Asset.

Contributor Agreement

LAST UPDATED: 02/22/2024

This CONTRIBUTOR SUBMISSION & LICENSE AGREEMENT (“Agreement”) is between Cleared Candids, LLC  (“Cleared Candids,” “we,” “us” and “ours”) and the individual or entity identified below (“you” and “yours”) (collectively, the “Parties”), and includes our Terms of Service and Privacy Policy.

This Agreement applies to all Assets (as the term is defined in Section 1.1) that you submit to us and that we accept for distribution.

LICENSE INFORMATION

Exclusivity

All Assets submitted to us is on an exclusive basis. This means that Assets submitted to us and any other Asset that is substantially the same (a “Similar Asset”) may not be licensed to any third party, or otherwise commercially exploited during the Term.

Royalties

We will pay you royalties (“Royalties”) based on the Licensed Fees (as defined in Section 2.3) we receive at the following rate:  20% for all Assets.

Term

The term (“Term”) of this Agreement begins on the Start Date and will continue for an initial period of 1 year, with automatic renewals of successive one-year periods, unless terminated earlier in accordance with Section 4.1. 

 

Standard Terms & Conditions

1.  Submission of Assets

1.1 Assets: This Agreement will apply to all Assets that you submit to us for distribution (“Asset”), including the following types of Assets: (a) photographs and other still visual representations (“Still Image(s)”); (b) moving visual Asset in any form including, film, video tape and digital files (“Footage”); and (c) other work(s) you submit to us that is/are protected by copyright, in all cases, generated by any means and in any format or medium, including any reproductions and any modifications and derivative works thereof.  Unless we have advised you that a particular Asset has been rejected, these terms will apply to all Assets submitted.

1.2 Delivery/Acceptance: You agree to comply with the applicable Asset Requirements (as defined in Section 1.3).  We may amend the Asset Requirements from time to time.  We will use commercially reasonable efforts to accept or reject the Asset you submit within 30 days. We may reject any Asset submitted by you at our discretion.  Any Asset submitted from your email or through your Cleared Candid account will be deemed as having been submitted by you.

1.3 Asset Requirements:  The following apply to each Asset you submit:

a.) All Assets must be uploaded via the contributor application located at https://family.clearedcandids.com.

b.) You must be the owner or the rights holder of each Asset you submit. 

c.) Every person whose likeness appears in the Asset (each, a “model”) will need to execute a Cleared Candids Publicity Release, or other appropriate release which provides rights equivalent to those listed in the Cleared Candids Publicity Release (the “Release”).  

1.4 Publicity Release Procedures:

a.) Once an Asset is uploaded, our artificial intelligence application will assess the Asset’s quality and will perform a scan of all human faces depicted in the Asset. We also individually review each Asset to ensure all faces have been scanned by our artificial intelligence system. You will then be asked to identify each face so that our system can create a record for each model.

b.) You will be asked to provide a description of each model and your relationship to them (for example, self, child under 18, a relative, a deceased relative, a deceased non-relative, or a friend).  

c.) For all models requiring a Release,  we will additionally request that you provide contact information for the model (email address or mobile phone). This contact information will be used to send the model a request to fill out and digitally sign the Release, which must be agreed to in order for us to list the Asset. 

d.) Models will be provided the option to “approve all future releases” that will auto-create a model clearance form using their previously entered information. This is helpful for families, because often a parent or sibling will simply want to give a blanket clearance approval to the contributor. From then on, any face of that model will have its model clearance form automatically generated. This is an OPTIONAL setting, and models can choose to approve each face request individually.

e.) Once every model has signed the Release, the Asset will move into our final legal review process. Once our team confirms all faces have a signed model release, the photo is then listed for sale on our site. All information pertaining to every face is saved in our database, along with the completed model clearance form, signatures, term agreement checkbox and date signed. 

2. Grant of License  

2.1 License Grant.  You grant us a worldwide, non-exclusive right to market and sublicense the right to copy, use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage, produce and sell prints or similar image products, or publicly perform or display the Asset to prospective licensees in any and all media now in existence or that may in the future be introduced. We may authorize any customer who sublicenses the Asset from us (“Sublicensee”) to  exercise any of the rights described in this Section 2.1. We will determine the terms and conditions of all sublicenses for the Assets granted by us but will not use or license any Asset for uses that are defamatory, pornographic or otherwise illegal and will use commercially reasonable efforts to stop any such use by Sublicensees brought to our attention. We will determine how any Asset may be marketed and may stop marketing or licensing it at any time. If we notify you that we have permanently stopped marketing and licensing any particular Asset, the Agreement will be deemed to be terminated only with regard to that Asset.

2.2 Copyright to Assets.  The Parties agree that all rights, including title and copyright, in and to the Asset will be retained by you, and no title or copyright is transferred or granted in any way to us or any third party except as provided in this Agreement.  

2.3 Publicity Rights of Individuals Depicted in Assets.  All necessary model, publicity and property releases must be secured for all individuals or real property(ies) depicted in any Asset, and must be submitted to us together with any Asset you wish to license.   The required release forms can be completed through our contributor application at family.clearedcandids.com.  

2.4 Moral Rights. For the purposes of this Agreement, “Moral Rights” means all non-transferable and non-licensable rights belonging to the original creator of the Asset that are automatically conferred by legislation to varying degrees in different countries, which shall include the following rights and all rights of a similar nature: (a) the right to be identified as the creator; (b) the right to object to misrepresentative modification of the Asset; and (c) the right to withdraw the Asset from the market (except pursuant to the termination provisions of this Agreement). To the extent allowed by law, you waive all your Moral Rights relating to the Asset(s). To the extent such waivers are not permitted by applicable law, you agree not to enforce such moral rights against us or our Sublicensees. Where you are not the owner of any Moral Rights, you confirm that all Moral Rights have been waived to this same extent or that you have obtained the same commitments not to enforce Moral Rights. Further, you acknowledge and accept that it is common business practice for commercial uses that the creator of Asset is not credited and that Asset may be modified.

2.5 Marketing Use of Asset. You further grant to us the right to use the Asset for our own marketing purposes, including use in composites that include other assets supplied by third parties, in any media, including in our social media properties. No royalties will be paid on these marketing uses.

2.6 Right to Control Claims. We will have the right to determine, using our best commercial judgment, whether and to what extent to proceed against any third party for any unauthorized use of an Asset. You authorize us at our expense the exclusive right to make, control, settle and defend any claims related to infringement of copyright in the Asset and any associated intellectual property rights (“Claims”). You agree to provide reasonable cooperation to us and not to unreasonably withhold or delay your cooperation in these Claims.  We will not enter into any settlement that will compromise your ownership of the copyright in any Asset or that prohibits your future conduct with respect to any Asset without your prior written consent. We will pay you Royalties on any settlements we receive from Claims. If we elect not to pursue a Claim, you will have the right to pursue it.

3. Royalties & Payment Terms

3.1 Pricing; Discounts; Collections: It is fully within our discretion to set pricing for each Asset that we license, and whether to provide promotional offers or discounts to our customers.  Assets may be included in one or more of our collections (“Collections”) made available for licensing by us to Sublicensees.  In the event we sublicense the Asset as part of a Collection, the revenue attributable to the Asset, for the purposes of calculating the Royalties owed to you, will be calculated as a prorated percentage of the list prices for each product included in such Collection.

3.2 Royalties. Royalties in the amount(s) set forth in the table above (“Royalties”) are paid to you based upon the License Fees we receive for your Assets.  “License Fees” means (a) the amount charged by us to each of our Sublicensees for use of your Asset(s); and (b) the amount recovered from a third-party infringer in connection with a Claim related to your Asset(s) (as defined in Section 2.9).  In all cases, the following deductions will be made from the License Fees before Royalties are calculated: any (i) applicable VAT, duty, levy or impost of any nature required to be withheld, deducted or paid by us from any current or future sums due to you by any law, regulation, or treaty (excluding: (a) any taxes on our net profits; and (b) any withholding taxes imposed on remittances to us from countries outside of the US); and (ii) unauthorized use detection/enforcement fees and expenses. 

3.3 Royalty Deductions. We may deduct the following amounts from the Royalties payable to you (collectively, the “Royalty Deductions”): (a) cancellations, partial refunds or other sales incentive rebates in respect of a sublicense where the original sale has been reported in a current or past sales report (“Sales Report”) including where due to a fraudulent transaction; (b) overpayment of Royalties in a prior Royalty period; and (d) amounts that may be deducted or withheld in accordance with the Section 3.2. Indemnification. We will notify you of any Royalty Deductions in a Sales Report before deducting amounts from payments to you. 

3.4 Reporting and Payment. Within 30 days after the end of each calendar month in which any licensing or sales of the Asset took place (the “Sales Month”), we will make available to you a Sales Report for transactions reported during the Sales Month. The Sales Report will state the Royalties due to you, any Royalty Deductions and will also include the following information for the Asset(s): (a) the invoice number or transaction identifier and date; and (b) where appropriate, the rights granted by under a sublicense. We will make Royalty Payments within 30 days after the end of each Sales Month, by check or electronic funds transfer. No payment will be made unless a minimum of US$100.00 (or local currency alternative), after Royalty Deductions, is due to you. We will make our Sales Reports available through the contributor application located at https://family.clearedcandids.com.  

4. Representations & Warranties, Indemnification & Limits on Liability

4.1 Representations and Warranties. (a) Each Party represents and warrants to each other that it has the full power and authority to enter into the Agreement and perform its obligations hereunder and that it will comply with all applicable laws; (b) you represent and warrant to us that: (i) you are the sole and exclusive owner of the Asset submitted to us or are the authorized representative of the applicable copyright owner(s) of such Asset; (ii) the Asset(s), to the best of your knowledge after due investigation and prior to modification us, will not infringe the copyright of any third party, and will not contain any matter which violates any applicable law or regulation and, if released, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of the parties signing such release; and (iii) you have obtained valid model or property releases where necessary and you will keep the original release and provide a copy to us.

4.2 Indemnification. Each party (an “Indemnitor”) agrees to defend, indemnify and hold harmless the other party and its affiliates, licensees, officers, directors, employees and agents (each an “Indemnitee”) from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses, including reasonable external attorneys’ fees arising out of or in connection with, any actual or alleged breach of the Agreement by the Indemnitor or any duty, representation, or warranty contained herein by, or any actual or alleged act or material omission of the Indemnitor or its employees or agents. Indemnitor may at its option defend such claim at Indemnitor’s expense, and Indemnitee shall cooperate fully in defending or settling such claim, provided that Indemnitor may not settle without Indemnitee’s prior written consent, which shall not be unreasonably withheld. You agree that we may retain any amounts due to you under the Agreement or any other agreement you may have with us to the extent we are owed any sum under this Section 3.2.

4.3 Limitation of Liability. Neither party will be liable for any punitive, indirect, consequential, special or incidental damages arising out of or in connection with the Agreement, even if they have been advised of the possibility of such. In addition, we will not be liable to you under any circumstances arising out of the misuse of any Asset by any third party. We will not be liable for any loss or damage to any Asset, storage device or other materials submitted to us, and you are required to provide or maintain your own backup files for any Asset submitted. You shall bear sole responsibility for obtaining and maintaining adequate insurance for protection of the Asset.  If, despite the above limitations, liability is imposed on us for any of these reasons, in no event will our liability exceed US $1,000 in the aggregate.

4.4 No liability for breach by Sublicensee.  You acknowledge and agree that we cannot guarantee that a Sublicensee will not use the Asset in a manner that is not contemplated in this Agreement.  Therefore, you agree that notwithstanding any rights you may have to pursue a Sublicensee, and to the fullest extent permitted under applicable law, we will have no liability to you or any person claiming through you for any breach by a Sublicensee of the terms of any agreement respecting any Asset.

5. Termination & Survival of Licensing Rights

5.1 Termination. Either Party may terminate this Agreement upon mutual written agreement at any time, or without cause at any time by providing 60 days written notice. In addition, either Party may terminate the Agreement immediately upon notice if the other Party: (a) breaches any material term or condition of the Agreement and, if capable of remedy, fails to remedy such breach within 30 days after being given notice thereof by the non-breaching Party; or (b) becomes insolvent or suffers any act of insolvency. 

5.2 Effect of Termination. Except for unexpired licenses under Section 6.3, upon termination, the grant of authority given to us under this Agreement will cease and we will use commercially reasonable efforts to: (a) inactivate any digital Asset in our inventory within 60 days (the “Wind Down Period”); and (b) upon your written request, either (i) return to you any analog format Asset within 3 months; or (ii) provide you with a digital copy of any analog format Asset that is irretrievable or otherwise damaged (normal wear excepted). During the Wind Down Period under this Section 4.2(a), we may continue to process licenses of the Asset so long as we pay Royalties to you as required under this Agreement.

5.3 Survival of Unexpired Licenses. You acknowledge that an Asset may be licensed by a Sublicensee for incorporation into a film or television production.  Once incorporated, the Asset may not be withdrawn.  Therefore, following termination of the Agreement, all unexpired sublicenses of the Asset will remain in effect.  We will continue to pay all Royalties, if any, to you as required under this Agreement.    

5.4 Surviving Provisions. The termination of this Agreement will not affect the accrued rights and obligations of the Parties existing at the date of termination. Any matter arising under the Agreement either expressly or that by its nature is required to be performed or apply after the Term of the Agreement will survive termination.  

6. Additional Terms & Conditions

6.1 Passwords.  You acknowledge and agree that you will be responsible for each and every access or use of the Cleared Candids contributor enrollment website, Cleared Candids’ contributor site or any other upload website, tool or application that occurs in conjunction with your account and such passwords.  Cleared Candids shall have no liability or responsibility to monitor the provision of Content under your login and password.

6.2 Entire Agreement; Severability; Waiver. The Agreement supersedes and cancels any previous agreements related to the distribution of Asset(s).  This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended unless in writing by an authorized representative of each Party or where a court or other competent legal authority finds a provision to be invalid, illegal or unenforceable (in which event such determination shall not affect any other provision in the Agreement all of which shall remain in full force and the Parties shall in good faith consult to agree the extent of any amendment that might be possible to make the provision valid, enforceable or legal whilst reflecting as far as possible the original intention of the Parties). If a Party waives any provision of this Agreement, the waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement.

6.3 Governing Law and Arbitration. The Agreement will be construed and enforced in accordance with the laws of the state of Massachusetts, excluding its conflict of laws rules. Any dispute arising out of or in connection with the Agreement shall be settled before a single arbitrator under the Commercial Rules of the American Arbitration Association (“AAA”) or International Chamber of Commerce (“ICC”) in: Berkshire, County, Massachusetts.  The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset.

6.4 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party, to execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the Agreement.

6.5 Notices. Parties shall provide all notices in writing via mail and/or email. Notices to you will be sent to the current mail or email address and notices to Us will be directed to: 50 Meridian St #456 SMB#43759  Boston, MA 02128; email: hello@clearedcandids.com.

6.6 Audit Rights. You may audit payments made to you during the previous 36 months, at your expense, unless the audit reveals that we have underpaid you by more than 25%, in which case we will reimburse you for the actual and reasonable auditor’s fees. We will honor one audit request per calendar year, upon 60 days’ notice. If an underpayment is discovered in an audit, we will correct the books and records, and will pay any amounts due (subject to any applicable Royalty Deductions) within 30 days after the amount due is finally determined. In the event that an audit reveals any overpayment to you, you agree that we may deduct the overpayment from your earnings.

6.7 Confidentiality.Confidential Information” means any information that is designated as confidential or, information that by its nature or circumstances of disclosure would reasonably lead a recipient to believe that it is confidential, and includes your earnings. A Party that receives Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”), agrees not to disclose such Confidential Information to any third party or use any of the Confidential Information except as necessary to perform its obligations under the Agreement. The Receiving Party agrees to return all Confidential Information to the Disclosing Party upon request. If a Receiving Party is required by a competent legal authority to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice prior to disclosure so that the Disclosing Party may seek judicial protection. The Receiving Party may also share Confidential Information with its professional advisers under an obligation of confidentiality for the purpose of obtaining professional advice.

6.8 No Agency. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties.  The Parties are, and at all times will continue to be, independent contractors.

6.9 Merger or Acquisition.  You acknowledge and agree that in the event we (or substantially all of our assets) are acquired by or merged with a third party or if we acquire a third party (or substantially all its assets), the entity that results from that transaction shall succeed to all of the rights and obligations of the Company under this Agreement with the same effect as if the new entity had originally been a party hereunder. 

6.10 Personal Data Transfer. You understand and agree that information relating to you or any other person that you may provide to us may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. We, as data controller and processor, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers, to provide the services we contract for. These third parties will have no right to use your information for secondary purposes. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which event personal information would be transferred as one of the business assets of the company. We reserve the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of our employees, customers or the public.

6.11 Authorized Representative. If and to the extent you are submitting an Asset to us as an authorized representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary; and (b) to the extent Royalties are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.

Model Clearance Agreement

Last updated: 02/22/2024

For Consideration herein acknowledged as received, and by signing this Cleared Candids Model & Property Release (the “Release”), I agree as follows:

Content License.  I hereby irrevocably grant to Cleared Candids, LLC and its assigns and sublicensees (collectively, “Cleared Candids”) the right to license and use the Content in any manner, form or medium, for any and all use whatsoever (except pornographic or illegal), which may include film, television (including reshoots), advertising, promotion, and marketing. “Content” means still or motion photographs, illustration, animation, audio, or other recordings taken of me, including my appearance, likeness, and voice.  Content further includes still or motion photographs, illustration, animation, audio, or other recordings taken of my property, including the exterior and interior spaces and any signage and other markings on the property.

Release:  I waive any rights of publicity, rights of privacy, intellectual property rights and any other legal or moral rights that might preclude Cleared Candid’s use of the Assets. I agree that the Asset may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. I acknowledge and agree that I have no further right to additional consideration or accounting, and that I will make no further claim for any reason to Cleared Candids as it relates to the Asset(s).  I acknowledge and agree that the Release is binding upon my heirs and assigns.  The Release is irrevocable, worldwide and perpetual, and will be governed by the laws (excluding the law of conflicts) of the State of Massachusetts.

Authority:  I represent and warrant that I am at least 18 years of age and have the full legal capacity to execute this release. If I am signing as the guardian (“Guardian”) of a minor or person that lacks capacity in their jurisdiction of residence, or as the executor (“Executor”) of a deceased relative, I warrant and represent that I am the legal guardian of said minor or incapacitated person, or the executor of the estate of said deceased relative, and that I have the full legal capacity to consent to the Release.

Personal Data.  It is agreed that my personal information will not be made publicly available but may only be used directly in relation to the licensing of the Content where necessary (e.g., to defend claims, protect rights or notify trade unions) and may be retained as long as necessary to fulfill this purpose, including by being shared with sub-licensees/assignees of Cleared Candids and transferred to countries with differing data protection and privacy laws where it may be stored, accessed and used. I further acknowledge and agree that ethnicities, sexuality, or gender other than my own may be associated with me by Cleared Candids for descriptive purposes.

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