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- Terms & Conditions for Appearances
Terms & Conditions for Appearances
These Terms & Conditions for Appearances set forth the rules and requirements to be observed by clients who conduct business with Free Wave Co., Ltd. (hereinafter referred to as the "Agency").
Clients are requested to review these terms carefully prior to entering into any business transactions.
In addition, upon conclusion of a transaction, clients will be required to execute both a basic agreement and individual agreements.
Outline of the Basic Agreement
- The purpose of this Basic Agreement is to set forth the terms and conditions governing the appearance of models (talents) affiliated with the Agency in advertisements or programs (including, but not limited to, television and radio broadcasts, still photographs, video, audio recordings, and materials for web and other media) that are planned or produced at the request of the Client or the Client’s advertiser, as well as the use of the works created through such appearances.
- Any individual project concluded during the effective period of this Basic Agreement shall be governed by an individual agreement entered into between the Client and the Agency.
- Upon entering into an individual agreement, the Agency warrants that, based on the management agreements concluded between the Agency and its affiliated models (talents), it possesses all necessary authority required for the conclusion and performance of such individual agreements, including rights of likeness and publicity.
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In the event that a model’s (talent’s) appearance becomes impossible due to any of the following force majeure events, the Agency shall promptly notify the Client and consult with the Client regarding arrangements for a substitute model (talent) or other appropriate measures:
- Delays, cancellations, or other disruptions of transportation.
- Illness of the talent, including fever or circumstances giving rise to suspicion of an infectious disease.
- Material changes to the production content that render the model or cast unable to perform.
- Acts of God, including but not limited to major earthquakes, fires, floods, and other natural disasters, large-scale international wars, epidemics, or other events beyond the reasonable control of the parties.
- When using the produced materials featuring the model (talent), the Client shall give due consideration so as not to impair the dignity or established image of the affiliated model (talent). Likewise, the model (talent) shall refrain from any conduct that may damage the dignity or credibility of the Client or the Client’s advertiser.
- If either the Client or the Agency suffers damage due to reasons attributable to the other party in connection with the performance of this Basic Agreement or any individual agreement, the affected party may seek compensation for such damages.
Prohibited Transactions
Please note that we are unable to accept or engage in transactions involving the following types of work or clients.
- Cases in which the Client or any related party is identified as an organized crime group, member thereof, associate member, affiliated company, corporate extortionist (sokaiya), or any other anti-social force.
- Projects in which the physical safety of the model or talent cannot be adequately ensured (including, but not limited to, transportation by private vehicle, or filming in private locations, unmanned studios, or isolated spaces).
- Cases where the Client is an individual freelancer not affiliated with a corporation or organization and whose identity cannot be verified, including failure to present valid identification in advance.
- Cases involving corporations or organizations whose existence cannot be verified.
- Requests that may damage the credibility, reputation, image, or privacy of the model, talent, or the Agency.
- Projects containing pornographic or obscene expressions, including adult videos.
- Cases where the details of the appearance or performance are not clearly disclosed prior to the selection of the model or talent.
- Projects involving false advertising in which the model or talent is presented as portraying facts, or content that may mislead viewers into believing false information to be true.
- Projects that infringe upon intellectual property rights or other rights of the model, talent, the Agency, or any third party.
- Projects that violate public order and morals, applicable laws or regulations, or are otherwise deemed inappropriate by the Agency.
- Direct contact or negotiation with models or talents without the Agency’s prior consent, including after completion of the shoot.
- Requests from companies or individuals competing with the Agency’s services.
- Shoots intended for the creation of royalty-free materials, such as stock photography.
- Any shoots involving models under the age of 15 that exceed 8 hours in duration, take place after 8:00 p.m., or otherwise violate applicable child labor regulations.
Definitions of Individual Agreements and Conditions
In connection with each individual agreement to be concluded, the User shall disclose the following details to the model (talent) in advance and conduct the transaction in accordance with the relevant individual agreement.
- 1. Details of use and duration of use
- 2. Media in which the appearance will be used
- 3. Appearance fees and image/likeness usage license fees, as well as the payment terms thereof
- 4. Existence and conditions of exclusivity or competing engagements, and any other obligations to be borne by the Client
- 5. Territory in which the materials will be used
- 6. Conditions regarding competing or exclusive engagements
- 7. Appearance fees (including image/likeness usage license fees)
- 8. Payment terms
Additional Provisions
Regarding Appearance Fees
Appearance fees and usage fees are determined based on the usage media, duration, territory, required hours of engagement, and the existence of auditions or competing engagements. Withholding tax is not required; however, consumption tax will be charged separately from the appearance fee.
Fees for Rehearsals and Other Engagements
Engagements outside the principal performance day—including rehearsals, weather contingency days, travel days, fittings, and narration auditions or recording sessions—will incur additional fees. Such fees shall be determined through consultation on a case-by-case basis.
Engagement Time
The standard engagement time is up to 8 hours per day.
(For performers under 15 years of age: until 8:00 p.m.; under 18 years of age: until 10:00 p.m.)
If the engagement time exceeds the agreed hours, overtime fees will apply.
For shoots extending from late night through early morning, prior consultation is required. In such cases, transportation by taxi at the Client’s expense shall be arranged.
Competing Engagements
If any competing or exclusive engagement restrictions apply, the conditions must be confirmed in writing in advance. The applicable territory (e.g., Japan only or worldwide) must also be clearly specified.
Commencement of Use
If the start of use is delayed by more than 3 months from the date of shooting, additional fees may be subject to negotiation.
Contract Extension
If an extension is anticipated, notice of contract renewal must be provided no later than one month prior to the contract expiration date.
If notice is given less than one month prior, the contract shall be deemed not extended.
Unauthorized continued use beyond the contract term will result in penalties, and the Agency shall bear no responsibility for such extension.
Please note that renewal may not be possible depending on conditions or other circumstances.
Addition of Media or Territory
If additional media or territories are added, separate usage fees will apply. As with contract extensions, details must be provided at least one month in advance.
Archives
With respect to social media posts or online archives published during the contract term, the Agency may request deletion due to competing engagements or other circumstances relating to the cast.
Payment Terms
For first-time transactions, payment must be made no later than two business days prior to the day before the talent’s engagement (including performance, rehearsal, or travel days). From the second transaction onward, payment terms—advance payment, cash payment on the day, or invoice payment (end of month closing, payment by the end of the following month)—will be determined based on the details and transaction history.
Cancellation
Once a performer’s schedule is confirmed, other opportunities may be declined or adjusted, including those affected by competing engagements. Therefore, cancellation fees will apply as follows:
- Cancellation on the day before or the day of the engagement: 100%
- Cancellation prior to the above: 50%–100%, depending on timing
If the schedule is kept on hold until the business day prior to the scheduled shoot or recording, a separate holding fee may apply.
Safety and Insurance
The Client must take all reasonable measures to ensure the safety of the performer. The Client is required to obtain appropriate insurance coverage and shall bear full responsibility for any damages not covered by insurance.
Attribution of Rights
Rights of Portrait and Publicity
“Right of Portrait” refers to the right of an individual not to have their likeness used arbitrarily by others.
- “Right of Publicity” refers to the right that protects the commercial value generated by a person’s likeness. When a model (talent) is engaged, economic value may be created through television commercials, advertisements, posters, signage, and other media.
The Right of Publicity belongs to the model agency representing the model (talent). Therefore, any changes to the agreed conditions or extensions of the usage period must be confirmed with and approved by the Agency in advance. Direct negotiation with the model (talent) is strictly prohibited.
In addition, depending on the nature of the appearance, performers’ rights under copyright law may apply. Please contact the Agency for further details. - The model’s (talent’s) likeness may not be altered without prior approval. Any modification that may damage or impair the model’s (talent’s) image will not be permitted.
- Prior approval from the Agency is also required for the use of the model’s (talent’s) name, voice, or personal history. Unauthorized use of information from the Agency’s website or use of such information in presentation materials is strictly prohibited.
CONTACT
Business Hours: Weekdays 10:30–19:30
(excluding weekends and public holidays)
FAX (Head Office): 03-6453-2743
Access:[Tokyo Head Office] / [Osaka Office]
Free Wave is an industry-leading foreign model and talent agency based in Tokyo and Osaka.