TERMS & CONDITIONS FOR TALENT ENGAGEMENT — OVALMUGS COFFEE
(operated by Ovalmugs LLC)
1. Parties & Definitions
Ovalmugs LLC (“Company”) is the legal entity under which all activities are conducted.
Ovalmugs Coffee is a consumer-facing brand and marketing platform owned and operated by Ovalmugs LLC.
Talent refers to any individual (model or actor) engaged for participation in Company-sponsored photo or video shoots.
Work refers to any photo, video, or audio content created during such shoots.
Usage includes all forms of media distribution, reproduction, and public display of the Work in connection with Ovalmugs Coffee or any other marketing initiative by Ovalmugs LLC.
Talent refers to selected individuals (actors/models aged 18+) participating in a casting call or shoot.
Agreement Date: Date Talent signs these T&C.
Work: Photo and video assets captured during the Shoot.
Usage: All forms of use of the Work, including print, digital, social media, advertising, website, and third-party marketing.
2. Scope of Engagement
2.1 Talent will participate in a lifestyle shoot (120 minutes) in Virginia, with 2–3 participants interacting naturally with coffee products.
2.2 Deliverables include high-resolution images and short video clips.
2.3 Company will specify date/time; Talent must be available accordingly.
3. Compensation & Benefits
3.1 Talent receives a flat fee of $200 upon completion of Shoot.
3.2 Additional perks:
10% discount on Company’s coffee products through Dec 31, 2025
Free shipping on all orders through Dec 31, 2025
Company grants Talent a non‑exclusive license to select media for personal portfolio
4. Usage Rights & Ownership
4.1 Company retains all copyright to the Work, including adaptations or edits.
4.2 Talent grants Company unlimited global, perpetual rights to use Work for Commercial, Editorial, Advertising, Social Media, Website, and related marketing/promotional activities.
4.3 No additional payments will be made to Talent for future use of the Work.
4.4 Talent waives all rights to inspect or approve final versions.
4.5 Talent releases Company from liability related to image usage, defamation, privacy, publicity rights, and copyright claims.
5. Talent Obligations
5.1 Talent warrants they are at least 18 years old, legally permitted to grant rights, and not subject to third‑party restrictions.
5.2 Talent will attend punctually and provide their own transportation—no travel/accommodation reimbursement.
5.3 Talent consents to sign a model and talent release, which incorporates these T&C upon signing.
5.4 Social Media Submission Requirement
All applicants are required to complete a public social media post as part of the audition process. This post must meet one of the following criteria:
A Facebook photo post, or
An Instagram photo post or Instagram Reel
Instagram Stories will not be accepted, as they expire after 24 hours and do not meet the visibility requirements for this casting call.
The post must visibly reference the brand by tagging @ovalmugscoffee or including OvalmugsCoffee.com in the caption. Posts must remain public for the duration of the selection period. Submissions that do not follow these instructions may be disqualified.
Applicants may also submit an optional YouTube video audition in addition to the required post. This video may provide added visibility or context but will not serve as a substitute for the required Facebook or Instagram post, and does not guarantee selection.
6. Model & Talent Release
6.1 Talent irrevocably grants Company and its licensees/use beneficiaries worldwide rights to reproduce, distribute, display, perform, and create derivative works in all media, for any purpose related to Company business.
6.2 Release includes use of Talent’s name, likeness, voice, performance, biographical data, and appearance.
6.3 Talent assigns rights in the Work, waives any claim for additional remuneration, and consents to any alteration.
6.4 Company may sublicense rights to affiliates, retailers, agencies, or third parties.
6.5 Talent releases Company from liability relating to use, editing, distortion, or misrepresentation.
7. Compensation Timing & Expenses
7.1 Payment of $200 cast is due within 30 days after Shoot and signed releases are returned.
7.2 No additional compensation or royalties for usage or future exploitation.
7.3 Talent bears all personal expenses, including travel, attire, and meals.
8. Cancellations & Rescheduling
8.1 Company may reschedule due to unforeseen issues (weather, crew availability).
8.2 Company will notify Talent at least 24 hours in advance of rescheduling.
8.3 Talent may cancel with notice; late or no‑show results in forfeiture of pay unless mutually agreed otherwise.
9. Confidentiality & Exclusivity
9.1 Talent must not disclose shoot concepts, materials, or campaign info or footage before Company’s release.
10. Warranties, Indemnities & Liability
10.1 Talent represents they are free of conflicting obligations and that granting rights does not violate third-party rights.
10.2 Company represents that it holds all rights to the coffee product branding.
10.3 Mutual indemnification: Each party will defend and hold harmless the other from claims, losses, or liabilities arising from breaches.
10.4 Limitation of Liability
The liability of either party under this agreement shall be limited to direct damages not exceeding the total compensation paid to the talent ($200). Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, business interruption, or reputational harm, even if advised of the possibility of such damages.
10.5 Responsibility for Property and Equipment Damage
Notwithstanding Section 10.4, the talent agrees to take reasonable care during the shoot and assumes full financial responsibility for any loss of or damage to equipment, materials, or property that does not belong to them. This includes, but is not limited to, camera gear, lighting, props, rented venue furnishings, or any third-party property used during the production. If the talent is found to have caused such damage—whether through negligence, misuse, or failure to follow instructions—they shall be held 100% liable for all repair or replacement costs, regardless of the compensation amount or the limitation of liability stated elsewhere in this agreement.
10.6 Wardrobe Responsibility and Dress Code
The talent is solely responsible for providing and wearing their own attire for the shoot. Ovalmugs Coffee will not provide, purchase, or reimburse any clothing, accessories, or personal styling items for this project. Talent is expected to dress appropriately according to the theme and aesthetic of the shoot as described in the casting materials or as communicated by the Company prior to the shoot date.
To maintain brand consistency and meet production requirements:
No clothing with logos, brand names, slogans, image prints, or visible graphics is permitted.
All attire must be neutral, non-branded, and free of distracting elements.
Talent must arrive camera-ready, dressed in clean, wrinkle-free, and theme-appropriate clothing.
Failure to adhere to these wardrobe guidelines may result in immediate dismissal from the shoot without compensation, at the sole discretion of the Company.
11. Governing Law & Dispute Resolution
11.1 Agreement governed by Virginia law without conflict-of-law rules.
11.2 Disputes first go to mediation; unresolved disputes will be decided in courts of Chesterfield County, VA. Venue is exclusive here.
12. Termination
12.1 Company may terminate this Agreement if Talent breaches key obligations and fails to cure within 3 days after written notice.
12.2 Upon termination, Talent relinquishes entitlement to compensation and usage benefits.
13. General Provisions
13.1 Entire Agreement: These T&C along with the signed releases are the full agreement.
13.2 Amendments must be in writing and signed by both parties.
13.3 No assignment by Talent without Company consent; Company may assign to affiliates/licensees.
13.4 If any provision is invalid, others remain enforceable.
13.5 Headings are for reference only, not affecting interpretation.
14. Email Marketing Consent
By accepting these Terms & Conditions, Talent agrees to receive occasional promotional and marketing emails from Ovalmugs Coffee, including updates about new products, special offers, and company news. Talent may unsubscribe at any time by clicking the unsubscribe link provided in each email.
15. Execution
Accepting the model and talent release constitutes full acceptance of these Terms & Conditions.