STELLA MGMT AGENCY – TERMS AND CONDITIONS

Last Updated: September 1, 2025

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION

Welcome to Stella Management (“Stella”, “Agency”, “we”, “us”, “our”), a limited liability company registered in Delaware. These Terms and Conditions (“Terms”) govern your use of our website and the services we provide. They set out the rights, obligations, and responsibilities of all parties involved in the engagement and booking of Talent and apply to both Clients and Talent represented by Stella.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use our website or services.

FOR THE AVOIDANCE OF DOUBT, THESE TERMS GOVERN ONLY THE RELATIONSHIP BETWEEN STELLA AND CLIENTS. NOTHING IN THESE TERMS (OR ANY BOOKING CONFIRMATION) SHALL BE INTERPRETED OR APPLIED TO WAIVE, ALTER, LIMIT, OR SUPERSEDE ANY OBLIGATION OF TALENT UNDER THEIR SEPARATE, DULY EXECUTED MODEL REPRESENTATION AGREEMENT (THE “MRA”) WITH THE AGENCY; ALL SUCH OBLIGATIONS REMAIN IN FULL FORCE AND EFFECT, INDEPENDENT OF THESE TERMS.

STELLA DOES NOT GUARANTEE EMPLOYMENT, BOOKINGS, EARNINGS, REVENUE, OR ANY PARTICULAR RESULT FOR ANY PERSON. NO STATEMENT IN OUR MARKETING, WEBSITE, EMAILS, SOCIAL MEDIA, OR CONVERSATIONS CREATES ANY GUARANTEE OR WARRANTY OF OUTCOME.

ALL SERVICES, PROPRIETARY MATERIALS (INCLUDING THE STELLA MASTER GUIDES), AND ANY OTHER INFORMATION OR CONTENT PROVIDED BY STELLA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. STELLA EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT ANY RESULT, JOB, BOOKING, OR EARNINGS WILL BE OBTAINED.

1. DEFINITIONS & GLOSSARY

For clarity, the following definitions apply throughout these Terms:

Agency Service Fee (ASF): The fee paid to Stella for agency services, calculated as 20% of the Talent’s Gross Earnings.
Booking Confirmation: The document outlining the commercial details of an Engagement (e.g., fees, dates, times, locations) that forms part of the agreement between the Client and the Agency.
Business Day: Any day excluding weekends and public holidays in the relevant jurisdiction.
Client: The individual or entity engaging our services.
Confidential Information: All non‑public data, client lists, commercial terms, strategies, trade secrets, and proprietary information disclosed by either party.
Engagement: Any project, event, campaign, or other commercial assignment for which Talent is booked.
Gross Earnings: All forms of remuneration received by the Talent for an Engagement, including base fees, appearance fees, bonuses, residuals, buyouts, usage fees, overtime, travel fees, cancellation fees, and any other compensation.
Images: The Talent’s images, likeness, and other visual media captured during an Engagement.
Indemnified Parties: Stella Management, its directors, officers, employees, agents, and affiliates.
Model Representation Agreement: The separate, exclusive agreement between the Agency and the Talent that governs their direct relationship and obligations.
Privacy Policy: The Agency’s official policy governing the collection, use, and protection of personal data, available on our website.
Talent: The model or professional whose services are booked through Stella.

2. OVERVIEW & SCOPE OF SERVICES

2.1 Engagement Overview

Agency Role: Stella acts as the exclusive agent for our Talent. When a Client books Talent for an Engagement, all bookings, negotiations, and related services are handled solely by Stella.
Contractual Relationships:
- Client’s Agreement with Stella: The Client enters into a binding agreement with Stella, governed by these Terms and the applicable Booking Confirmation, for the provision of agency and booking services.
- Stella’s Agreement with the Talent: Stella represents the Talent under a separate Model Representation Agreement.
- No Direct Client–Talent Contract: For clarity, there is no direct contractual relationship between the Client and the Talent. All communications and obligations are managed exclusively through Stella as the agent.

2.2 Authority & Acceptance

By engaging our services, you confirm that:

You have read and understood these Terms.
You are an authorized representative of the Client and have full authority to bind the Client to these Terms.
All information provided by you is accurate and complete.

2.3 Exclusivity of Representation

Stella is the exclusive representative for all Talent listed on our website. All communications regarding Talent Engagements must be directed exclusively through Stella. Direct contact with Talent without Stella’s prior written consent is strictly prohibited and constitutes a material breach of these Terms.

3. STRUCTURE OF ENGAGEMENTS & DOCUMENTATION

3.1 Booking Confirmation

All commercial details of an Engagement—including Talent fees, rates, dates, times, locations, usage rights, and additional charges—will be detailed in a written Booking Confirmation. This document forms an integral part of the agreement between the Client and Stella.

3.2 Multiple Talent Engagements

If a Client books more than one Talent for an Engagement, the Agency’s service fee applies separately to the Gross Earnings of each Talent booked.

3.3 Amendments & Documentation

Any modifications to a Booking Confirmation must be made in writing and agreed upon by both the Client and Stella.

4. TALENT SERVICES, RATES & TIME REQUIREMENTS

4.1 Talent Engagement & Services

The Client engages the Talent to provide services as detailed in the Booking Confirmation. The Talent’s fees and rates are set forth therein.

4.2 Hours Booked & Minimum Duration

Minimum Booking: The hours specified in the Booking Confirmation represent the minimum duration for which the Talent is compensated, regardless of early completion.
Early Completion: If an Engagement finishes before the scheduled end time, the Talent is still entitled to full payment for the originally booked hours.

4.3 Overtime Provisions

Definition: Overtime applies if an Engagement extends beyond the booked hours by 20 minutes or more.
Billing: Overtime is billed at the Talent’s applicable hourly rate as stated in the Booking Confirmation. Any portion of an additional hour is rounded up to a full hour.

4.4 Modification of Booked Duration

Requests to reduce the originally booked hours must be submitted in writing at least two (2) Business Days before the Engagement. Late requests will not alter the booked duration, and full payment remains due.

4.5 Call Time & Preparatory Activities

Payment for the Talent’s services begins at their designated call time. Delays caused by the Client or their third-party contractors do not adjust the call time.

4.6 Billing in Time Blocks

Talent services will be invoiced in discrete blocks, either on a daily basis or in half-hour increments. Any partial half-hour is rounded up and billed as a full half-hour.

4.7 Extended Hours & Surcharges

Extended Hours: Engagements beginning before 8:00 AM or ending after 8:00 PM incur a 20% premium for each hour (or part thereof) outside these times.
Public Holidays: Engagements on public holidays attract a 25% surcharge on the Talent’s standard rate.
Full Day Definition: A full day booking is defined as eight (8) consecutive hours, inclusive of scheduled break times.

4.8 Minimum Engagement Requirement

Talent services have a minimum booking duration of two (2) hours.

4.9 Indemnity

The Client agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) any breach by the Client of these Terms; (b) any negligence or willful misconduct by the Client; and (c) any third-party claims relating to the Client’s use of our services or violation of any applicable law. This indemnity obligation shall survive the termination of these Terms.

5. AGENCY SERVICES, COMMISSION & PAYMENT TERMS

5.1 Agency Role & Authority

Stella is authorized to negotiate and secure Engagements, execute Booking Confirmations, and manage all related logistics on behalf of the Talent.

5.2 Agency Service Fee (ASF)

The Client agrees to pay Stella an Agency Service Fee equal to 20% of all Gross Earnings payable to the Talent. Any applicable taxes will be added to the invoice as required by law.

5.3 Payment Procedures

Invoicing: Stella will issue invoices detailing the total fees (Talent fees plus ASF and any additional charges) as specified in the Booking Confirmation.
Payment Terms: All invoices are due within seven (7) days from the invoice date.
Late Payment: Late payments incur a fee of 10% after 14 days, with interest at 15% per annum (compounded monthly) on amounts overdue beyond 30 days.
Payment Methods: Payments can be made via direct deposit, bank transfer, or credit card (credit card transactions incur a 2.6% surcharge).

6. CANCELLATION, POSTPONEMENT & BOOKING CHANGES

6.1 Cancellation Policy

If the Client cancels an Engagement:

More than two (2) Business Days’ notice: A fee of 50% of the Talent’s expected fee is payable.
Two (2) or fewer Business Days’ notice: The full Talent fee (100%) is payable.

6.2 Postponement Policy

Notice Requirement: Postponements must be requested in writing at least three (3) Business Days before the scheduled Engagement.
Fee Structure: The first postponement is free of charge. A second postponement incurs a fee of 50% of the Talent’s expected fee, and a third postponement is treated as a cancellation, incurring a fee of 100%.

6.3 Booking Holds

If a booking is placed on hold, the Client must confirm or cancel with at least two (2) Business Days’ notice. Failure to do so may result in the cancellation of the hold.

7. USAGE RIGHTS & INTELLECTUAL PROPERTY

7.1 Grant of Usage Rights

Upon full payment of all fees, the Client is granted non-exclusive, royalty-free rights to use the Images for the specific purposes and duration outlined in the Booking Confirmation (e.g., online promotion, social media) for 12 months from the Engagement date.

7.2 Extended or Additional Usage

Usage beyond the agreed scope (such as in print or broadcast media) must be separately negotiated with and approved in writing by Stella. Additional fees will apply.

7.3 Ownership & Copyright

All copyright and ownership rights in the Images remain with the Talent. Unauthorized reproduction or commercial use is strictly prohibited.

7.4 Third-Party Content

If a photographer or other third-party creator is involved, the Client is responsible for ensuring all necessary intellectual property rights are properly secured and assigned.

8. LIABILITY, INSURANCE & DISCLAIMERS

8.1 Client Responsibilities & Insurance

The Client is solely responsible for obtaining appropriate insurance coverage for all Engagements, including general liability and workers' compensation where applicable.

8.2 Limitation of Liability

Stella is not liable for any delays or failures in performance due to events beyond its reasonable control (force majeure).

8.3 NO JOB / OUTCOME GUARANTEE

BY USING OUR SITE OR SERVICES YOU CONFIRM YOU ARE NOT RELYING ON ANY PRIOR OR EXTRA-CONTRACTUAL STATEMENT, ADVERTISEMENT, “JOB GUARANTEE,” OR REPRESENTATION NOT EXPRESSLY CONTAINED IN THESE TERMS (FOR CLIENTS) OR THE TALENT’S SIGNED MODEL REPRESENTATION AGREEMENT (FOR TALENT).

8.4 Disclaimer of Warranties

All services provided by Stella are supplied on an “as is” and “as available” basis. Stella expressly disclaims all implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose.

9. DISPUTE RESOLUTION, GOVERNING LAW & CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

9.1 Mandatory Binding Arbitration

All disputes, claims, or controversies arising out of or relating to these Terms or the services provided by Stella shall be resolved exclusively through final and binding arbitration, not in a court of law. The arbitration will be conducted in the State of Delaware by a single arbitrator.

9.2 Class Action and Representative Action Waiver

YOU AND STELLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims.

9.3 Jury Trial Waiver

BY AGREEING TO THESE TERMS, BOTH YOU AND STELLA ARE WAIVING THE RIGHT TO A TRIAL BY JURY.

9.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

10. CONFIDENTIALITY & DATA PROTECTION

10.1 Obligations

Both parties agree to use Confidential Information solely for purposes related to the Engagement and not disclose it to any unauthorized third party without prior written consent, except as required by law.

10.2 Data Protection

All personal and commercial data will be handled in compliance with applicable data protection laws and our Privacy Policy.

11. TALENT COMMUNICATION & EXCLUSIVE REPRESENTATION

11.1 Direct Communication Prohibition

All communications regarding Talent Engagements must be conducted exclusively through Stella. Unauthorized direct communication with Talent is a material breach of these Terms.

11.2 Talent Obligations

All Talent represented by Stella do so under a separate Model Representation Agreement, which governs their obligations, confidentiality, and conduct.

12. MISCELLANEOUS PROVISIONS

12.1 Amendments

Stella reserves the right to amend these Terms at any time. Updated Terms will be posted on our website, and your continued use of our services constitutes acceptance of the changes.

12.2 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.3 Non-Waiver

No delay or failure by Stella in exercising any right under these Terms shall constitute a waiver of that right.

12.4 Assignment

Stella may assign its rights and obligations under these Terms to any successor or third party without prior notice.

12.5 Entire Agreement

These Terms, together with the applicable Booking Confirmation, constitute the entire agreement between the Client and Stella.

By using our website and engaging our services, you confirm that you have read, understood, and agree to these Terms and Conditions. For any questions, please contact us at [stella@stella-mgmt.com].