We Speak LLC Booking Agreement These client terms and conditions (the “Terms”) contain the agreement between Client (as defined below) and We Speak LLC, a New York limited liability company (“We Speak”) with respect to the Services (as defined below).
1. Acceptance of Terms
- We Speak provides a platform that connects models in the fields of print, fashion, commercial, editorial, runway modeling and advertising, among others (the “Fields”), and clients who seek to hire models for the Fields (collectively, the “Services”), which Services and information about Services are accessible at wespeakmodels.com (the “Site”).
- These Terms constitute a binding legal agreement between Client and We Speak. If Client does not agree to these Terms, Client does not have any right to obtain information from or otherwise continue using the Services.
- The Site and Services are intended solely for individuals who are 18 years of age or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited.
2. Changed Terms
- We Speak reserves the right, at its sole discretion, to modify the Site, the Services or these Terms, including the Fees (as defined below), at any time and without prior notice. We Speak shall update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site and Services after We Speak has posted a modification on the Site, Client is indicating its agreement to be bound by the modified Terms.
3. Client Misc.
- We Speak provides Client the ability to view, cast, and book models for Client’s needs in the Fields.
- Models at the Site’s model boards are subject to the We Speak Health Standard (each a “Model”). We Speak Health Standard require models to meet a series of standards related to model’s health and wellness.
- Client may act on behalf of one or more third parties (designer/manufacturer/owner of product in question, hereinafter referred to as “Ultimate Client”) granting Ultimate Client access to We Speak Services governed by these Terms.
- Clients are encouraged to outline how their company addresses and makes goals toward the issues in our ever-evolving pledge and, once outlined, may be listed on our pledge page.
- Clients understand that We Speak and it’s models prefer to work with clients who make the above stated pledge and may begin to phase out clients unwilling to make adaptations toward the issues raised in the pledge.
4. Fees, Rates, and Usage
- Model shall have up to 3 business days in order for model to accept or decline a booking. All bookings are subject to Model prior acceptance.
- Rates are based on an 8-hour day, unless otherwise negotiated and agreed.
- To ensure timely payment to models, invoice payment terms are NET-15 unless expressly agreed upon in writing.
- SECURED BOOKINGS. Client may book a Model through We Speak, outlining the date, type of booking, type of usage, and must pay the agreed rate at least 3 business days before the time of booking to qualify as a Secured Booking. A Secured Booking ensures that Model shall stay available after Model has accepted such booking. If a Secured Booking is cancelled, Client will be entitled to a refund in accordance with Section VII (Cancellation Policy) hereunder. Client may request to We Speak, any time prior to 24 hours before the time of booking, to add time to a certain Secured Booking, which additions shall be at all times subject to Model’s prior approval. Client shall pay any fees additional to those in the Secured Booking in accordance with Section VI (Payment).
- UNSECURED BOOKINGS. Client may book a Model through We Speak, outlining the date, type of booking, type of usage and pay the total balance on a NET-15 after the booking is completed. Client may request to We Speak, any time prior to 24 hours before the time of booking, to add time to a certain Unsecured Booking, which additions shall be at all times subject to Model’s prior approval. An Unsecured Booking does not ensure that Model stays available for such booking or any additions after accepting.
- An Unsecured Booking may be changed to a Secured Booking at any time by paying the full booking amount via check or wire at least 3 days before the booking date.
- We Speak may cancel an Unsecured Booking if all details (rates, locations, time, usage, etc.) are not yet fully agreed upon in writing by We Speak and Client at least 24 hours prior to the booking, regardless of whether or not Model has already confirmed availability for booking.
- Client shall pay the applicable model fee by the day or by the hour as informed by We Speak to Client (the “Model Fee”). Client shall also pay We Speak an agent fee of 20% over the Model Fee (the “Agent Fees” and jointly with the Model Fee, the “Fees”). Client shall also pay We Speak a donation of $28. In collaboration with Models Trust, every booking has a $28 fee per model. For more on this, please request a sample of our deal memo.
- Any booking which goes over the agreed time will be charged a comparable hourly rate for each hour over.
- Any rates and specifications may be discussed via email at firstname.lastname@example.org or via phone. Standard booking and usage rates are subject to change at any time.
- Booking a Model for a project shall not grant Client with any license, rights or authorization of any type to use the content or image of Model obtained from such booking beyond the agreed upon usage. Client shall pay for specific usage fees, if not included in total agreed upon rate already, before using such content or images of Model beyond Portfolio Use. For purposes of these Terms, “Portfolio Use” means the use of images for a portfolio book of Client exclusively for personal or professional use whether printed or digital for webpages or social media, but only to the extent such use is not with the intent to sell, advertise, or distribute any products or images.
- Client may request upgrades to usage, in which case Client and We Speak shall negotiate in good faith any additional fees payable for any usage rights in addition to or outside the scope of the initial agreed upon usage hereunder (“Usage Fees”).
- Additional Usage Fees shall apply if images of Model obtained from a booking are to be used outside the United States of America, unless other Territories were previously agreed upon.
- Client acknowledges that all Usage Fees are exclusively for the right to use the Model's image and, once agreed, are payable whether or not the right is exercised.
- Notwithstanding the foregoing, Fashion Show bookings provide the Client with the right to use Model's services on the catwalk for a specific show and the right to allow photographers to be present to take photographs and videos of the show on the basis that all such material is exploited for reporting purposes only. If Client anticipates photographers require usage in addition to reporting and informational purposes, Client shall notify We Speak so to negotiate the applicable fees before the time of the booking.
- We Speak shall deliver an invoice to client promptly after the corresponding booking has been completed, which invoice shall include all fees incurred and previously agreed upon between Client and We Speak, including but not limited to Model Fees, Agent Fees, Usage Fees, additional fees, and overtime and Models Trust donation.
- Client shall pay any fees due and outstanding balances to We Speak no later than 15 days after receiving such invoice from We Speak unless otherwise agreed upon in the deal memo.
5. Intellectual Property Rights
- Anyone obtaining rights from or through Client or Ultimate Client is not entitled to use any images of Model for any usage beyond the Portfolio Use or other use agreed hereunder.
- If Client is acting as an agent for an Ultimate Client, Client shall ensure that Ultimate Client is aware and duly informed of these Terms. Client acknowledges and agrees that Client may not grant to any Ultimate Client any rights beyond those Client is entitled to under these Terms.
- Client hereby grants to We Speak and Model a limited, nonexclusive, nonassignable, nonsublicensable, royalty free right and license to use any images, photographs or other materials containing images of Model obtained from any booking under these Terms, for purposes of promotion of We Speak and Model. Client acknowledges and agrees that We Speak and Model may use such images resulting from any booking in any form whatsoever related to the promotion of Model and We Speak.
- All rights not expressly granted to Client under these Terms are hereby reserved to We Speak and/or Model as applicable. Client shall not be entitled to exploit or enter into any commercial or other agreement to exploit any rights relating to Model or We Speak other than the rights specifically granted to Client under these Terms.
- Client shall pay to We Speak any and all fees due hereunder promptly but in no event later than 15 days after the date of receiving We Speak’s invoice. Any and all fees due by Client shall be paid by to We Speak by check or wire transfer. Checks are payable to We Speak LLC at 276 5th Ave #704, New York, NY 10001.
- Client may obtain outstanding balances from We Speak by request via email at email@example.com.
- If Client is acting as an agent for an Ultimate Client, Client may request We Speak to invoice the fees corresponding to such booking to such Ultimate Client and provide We Speak appropriate billing information. Client shall remain as the sole party liable to We Speak for any and all liabilities resulting from Client’s or the Ultimate Client’s use of the Services and the Site as a result of such booking.
- Failure to pay any balances owed for Services provided within 15 or more days after the date of We Speak’s invoice, We Speak may suspend or cancel any Services to Client hereunder.
- If Client fails to pay in full any amount owed and payable to We Speak hereunder, without prejudice to any other right or remedy of We Speak, the outstanding amounts shall bear interest at a rate of 5% from the due date up to and including the date payment is made in full and such interest shall be compounded and accrued on a weekly basis.
7. Cancellation Policy
- If We Speak cancels a Secured Booking for any reason, We Speak shall (i) refund the booking to Client in full; (ii) pay to Client a cancellation fee of 10% over the Model Fee, not to exceed $1000; and (iii) assist Client in finding another Model, if desired. The 10% cancellation fee will not be applied in the case of a “Force Majeure Event” as described in 7.6
- If We Speak cancels an Unsecured Booking We Speak shall use reasonable efforts to provide Client with reasonable notice, and take steps to offer to Client a suitable Model replacement. We Speak shall be entitled to cancel an unsecured booking at any time and for any reason prior to the booking date without liability to Client. Client shall procure necessary insurance coverage to protect against any booking cancellations and any associated liability. We Speak shall not be liable to Client for any fees or other costs incurred as a result of any cancellation or associated insurance.
- Any other fees paid hereunder are nonrefundable, except as provided for Client cancellations hereunder.
- Cancellations by Client of a booking shall be subject to the following provisions:
- SECURED BOOKING.
- We Speak shall reimburse Client in full for any fees paid for a specific Secured Booking if Client cancels such Secured Booking by written notice to We Speak delivered at least 10 business days in advance to the first date scheduled for such Secured Booking.
- If Client cancels a Secured Booking with less than 10 business days notice but more than 5 business days prior to the first date of such Secured Booking, We Speak shall reimburse to Client 50% of the total fees Client paid for such Secured Booking.
- We Speak shall not be obligated to pay, nor shall Client be entitled to receive any refund if Client cancels any Secured Booking with written notice delivered to We Speak with less than 5 business days in advance to the date of such Secured Booking.
- UNSECURED BOOKING. Client may cancel any Unsecured Booking by written notice to We Speak with at least 5 business days in advance to the first date of such Unsecured Booking without incurring in any charges. If Client cancels an Unsecured Booking with less than 5 business days notice prior to the first date of such Unsecured Booking, Client shall pay to We Speak a fee of $240 or 50% of the total booking amount, whichever is greater. With less than 2 business days notice prior to booking, a full fee will be incurred.
- SECURED BOOKING.
- Any confirmed travel or travel cancellation fees in connection with any Booking, Secured or Unsecured, paid by model or We Speak, shall be reimbursed at the expense of the Client should a full refund option not exist. This may be deducted from any reimbursements Client may be entitled to.
- The parties may not cancel but shall reschedule any bookings due to any of the following circumstances (each a “Force Majeure Event”): (i) inclement weather, natural disaster or conditions resulting from inclement weather and/or natural disaster; (ii) any terrorist activity (or threat thereof), civil commotion, rioting, strike, lockout or other labor unrest and/or; and (iii) in each case, activities of any relevant authority in response to the foregoing. If any booking is affected by any Force Majeure Event, the parties shall in good faith reschedule the corresponding booking for a date that is as soon as possible after the Force Majeure Event concludes.
8. Model Care & Safety
- For any booking exceeding 5 hours, Client shall provide a healthy meal and/or snacks for Model taking into account Model’s dietary restrictions.
- Client shall ensure that (i) Model is treated with respect and professionalism; and (ii) Client takes all steps necessary to ensure that the safety, health and wellbeing of Model is protected and maintained at all times while providing services to Client. Client shall, including but not limited to:
- ensure that the venue for the services and the working conditions where Model is required to perform are safe, secure, and in compliance with all health and safety standards, regulations, codes and laws;
- take all measures necessary to allow Model to take suitable and regular rest periods to ensure Model is able to maintain suitable amounts of rest and refreshment while performing the services;
- ensure that all people and organizations engaged by Client in connection with Model services are suitably qualified, experienced and professional;
- ensure that Model is not required to perform any action or activity which is either dangerous, degrading, unprofessional or demeaning to Model;
- provide Model with appropriate changing and dressing area to ensure Model can prepare accordingly for the services while maintaining Model’s privacy; and
- ensure Model is never intentionally put down, made uncomfortable, or made to feel devalued.
9. Representations and Warranties
- Client hereby represents and warrants to We Speak that as of the date of any booking:
- Client has full capacity to enter into these Terms and perform its obligations hereunder;
- Client is 18 years of age or older;
- Client has the ability and means to take all steps necessary to ensure that, while performing services for Client, Model is at all times protected and treated in accordance with all applicable laws and the Model Care & Safety clause;
- Client has all necessary permits, licenses and consents to enter into and to perform its obligations under these Terms and such obligations shall be performed in compliance with all applicable laws, orders, regulations, and other similar instruments including but not limited to any law or health and safety requirements in effect from time to time;
- Client shall promptly disclose to We Speak all necessary information (including without limitation the location and length of the shoot) and details relating to the provision of the services to enable We Speak to ensure that the model is suitably prepared and able to perform the services.
- Client hereby agrees to defend, indemnify and hold harmless We Speak, its affiliates, successors and assigns, and its officers, directors, employees, representatives, and agents, from any and all claims, actions, losses, expenses, and liabilities whatsoever (including, without limitation, reasonable attorneys’ fees and costs) which relate to, in connection with or result from (a) the breach by client of any covenant, agreement or obligation contained in these Terms, (b) the inaccuracy or breach of any representation or warranty of Client contained in these Terms Agreement, (c) any action or omission by Client, (d) any breach by Client of any applicable law or regulation, (e) any acts or omissions of Client’s contractors, subcontractors or employees in connection with these Terms, Services or Models.
11. Contract and Authority
- For so long as a Model is a We Speak Model, all matters relating to the use of Model’s image, any other services supplied by Model and all applicable fees shall be negotiated and agreed only with We Speak. Client shall not (i) directly or indirectly negotiate, engage, agree or otherwise contact any Model for any services other than through We Speak, or (ii) otherwise directly or indirectly circumvent, avoid, bypass or in any way obviate We Speak in acting as agent of such Model. Any purported agreement between Model and any person acting on behalf of or for the benefit of Client or any Ultimate Client in violation of this Section shall be null and void. Notwithstanding the foregoing, if a court determines that such agreement between Client or such Ultimate Client and Model shall be valid and enforceable, Client shall remain liable before We Speak for any Agent Fee that may result from any services provided by Model for Client or such Ultimate Client.
- We Speak will use reasonable endeavors to ensure that Models provide a satisfactory and efficient service to Client, as the agent, We Speak may not be held responsible for Model's conduct or behavior while providing services to Client and in this regard We Speak shall not be held liable for any costs, expenses or losses suffered as a consequence of such Model’s behavior, conduct, or cancellation of any Model. It is recommended that Client procure the necessary insurance to protect against such cancellation.
- All services that Models may provide to Client shall be on a nonexclusive basis and Model shall be free to provide similar and/or competing services to any third party and/or competing product or brand. Model may provide services to and allow use of Model's image by any competitor of Client unless an exclusivity agreement is entered into by and between We Speak on behalf of Model and Client providing for, among others, the applicable exclusivity fee and terms.
- THE SITE AND SERVICES SUBJECT MATTER OF THESE TERMS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE SPEAK EXPLICITLY DISCLAIMS ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE SPEAK MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERRORFREE BASIS. WE SPEAK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY MODEL, THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR AS A RESULT OF THE SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WE SPEAK OR THROUGH THE SITE, SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREUNDER. CLIENT SHALL BE SOLELY RESPONSIBLE FOR TAKING ANY REASONABLE PRECAUTIONS CLIENT DEEMS NECESSARY OR ADVISABLE IN CONNECTION WITH MODEL AND THE SERVICES, PARTICULARLY IF CLIENT DECIDES TO ENGAGE SUCH MODEL UNDER AN EXCLUSIVITY AGREEMENT. NOTWITHSTANDING WE SPEAK’S APPOINTMENT AS THE AGENT OF MODELS, WE SPEAK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY MODEL OR OTHER THIRD PARTY.
- CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF CLIENT’S ACCESS TO AND USE OF THE SITE AND SERVICES AND ANY CONTACT CLIENT MAY HAVE WITH MODELS REMAINS WITH CLIENT. NEITHER WE SPEAK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DELIVERING OR DISTRIBUTING THE SITE OR SERVICES SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE SPEAK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- ALL DIRECT DAMAGE CAUSED BY WE SPEAK’S DEFAULT UNDER THESE TERMS, FOR WHICH WE SPEAK MAY BE LIABLE TO CLIENT SHALL BE LIMITED TO THE AMOUNT OF THE SPECIFIC AGENT FEES PAID BY CLIENT FOR THE CORRESPONDING BOOKING.
13. Term and Termination
- We Speak may in its sole discretion and without any liability to Client, with or without cause, with or without prior notice and at any time, decide to limit, suspend, discontinue Client’s access to the Services. If We Speak exercises its discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to Client: (a) Client’s access to the Services will be discontinued and you will not be able to receive Services, or receive any assistance from We Speak, (b) any pending or accepted future bookings may be immediately terminated, (c) We Speak shall communicate to Models that a potential or confirmed booking has been cancelled, and (d) We Speak shall refund in full to Client any and all fees paid for Services that were not provided to Client.
- These Terms and any operating rules for www.wespeakmodels.com established by We Speak constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between parties with respect to such subject matter.
- These Terms shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its choice of law rules. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City, State of New York for the purposes of adjudicating any matter arising from or in connection with these Terms, the Services or the Models. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS.
- Neither party may assign any of its rights or delegate any of its obligations hereunder. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- The section headings used in these Terms are for convenience only and shall not be given any legal import. If any one or more of the provisions of these Terms shall, for any reason, be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision.
- No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding subsequent breach or default.
- Each party acknowledges and agrees that a breach of its obligations under these Terms may result in irreparable and continuing damage to the other party for which monetary damages may not be sufficient, and agrees that the other party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
- Except as otherwise set forth in these Terms, We Speak shall not be liable to Client for any delay in performing or failure to perform any of its obligations under these Terms which is due to any Force Majeure Event and We Speak’s obligations under these Terms shall be suspended for so long as the Force Majeure Event continues.
- We Speak reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in We Speak’s sole discretion.
- We Speak’s logos are trademarks of We Speak. All rights reserved.
- Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by We Speak (i) by posting to the Site.
- Any notices or other communications permitted or required hereunder to We Speak shall be by email to firstname.lastname@example.org
Last updated: November 18th, 2021