Likeness-Use Addendum — DRAFT v0
Filed: 2026-05-25 by Mycelia for Praetor's queue Purpose: One-page consent addendum to existing Emerson Fry model agreements, specifically authorizing AI-generated imagery using existing photographs as reference. Phase 1 use only (reference-based generation, internal use). Does NOT authorize LoRA training or external/commercial distribution of generated imagery. Status: DRAFT v0 — REQUIRES ATTORNEY REVIEW before use. Specifically: an attorney experienced w/ photography + likeness rights in fashion/commercial contexts (NY or wherever the original model agreements were governed). This is a template; not legal advice; not enforceable in current form.
Companion docs:
EF_MODEL_PROFILE_AUDIT_v0.1.md(the 8 models identified)EF_MODEL_PROFILE_UI_SPEC_v0.1.md(the Phase 1 system this supports)EF_IP_DUE_DILIGENCE_v0.1.md(Praetor's broader IP architecture)
When this gets used
Before EF runs any generated imagery (using a model's existing photographs as Phase 1 reference) in a customer-facing surface — email, paid social, organic, website — the model whose face/likeness is the reference must have signed this addendum.
For the three starter profiles per the audit:
- M1 (current dominant Blonde): addendum required before any external use
- M2 (current dominant Brunette): addendum required before any external use
- Emerson (founder): self-consents — sign on behalf of self
- Historic models (Anna, Georgie, C, J, Elise): stay internal-test only until EF decides to extend their profiles + obtains signed addendum
DRAFT TEMPLATE (one page, plain English — attorney to revise into binding language)
LIKENESS-USE ADDENDUM
For modeling work previously performed for Emerson Fry, Inc.
Between:
[Model Name] ("Model")
Emerson Fry, Inc. ("EF" or "the Company")
Date: ____________________
REFERENCE: Original modeling agreement(s) dated [date or "various dates between YEAR
and YEAR"] under which Model performed photographic modeling work for EF, resulting
in the photographs identified in Schedule A (attached) ("Reference Photographs").
PURPOSE OF THIS ADDENDUM
EF wishes to use the Reference Photographs as visual reference inputs to a software
system that generates new images. Specifically, EF and its technology vendor (Tapt
Studio LLC) will provide subsets of the Reference Photographs to a generative-AI
image system (currently Google's Gemini multimodal API) along with text prompts, and
the system will produce new images that visually reference Model's appearance,
clothing context, and editorial register.
This Addendum extends Model's prior consent to specifically authorize this use of
the Reference Photographs.
GRANT
Model hereby grants EF a perpetual, non-exclusive, royalty-free license to use the
Reference Photographs as visual reference inputs to generative-AI image systems for
the purpose of producing new images for the following uses:
(1) Internal EF business operations, including but not limited to: design
ideation, marketing campaign development, content production for EF-owned
channels (email, social media, website), and editorial preview work.
(2) Customer-facing display on EF's owned digital surfaces, including but not
limited to: EF email marketing, EF organic social channels, EF paid social
campaigns, and the EF website (emersonfry.com).
LIMITATIONS — EXCLUSIONS FROM THIS GRANT
This Addendum does NOT authorize:
(a) Training of generative-AI models on the Reference Photographs (sometimes
called "LoRA training," "fine-tuning," or "model training"). Any such use
requires a separate, explicitly-executed agreement.
(b) Distribution or licensing of generated images to third parties outside EF's
direct customer-facing channels.
(c) Use of generated images in contexts that materially misrepresent Model's
identity, public positions, or personal endorsements beyond the editorial
register established in the Reference Photographs.
(d) Use of generated images after [TERM — e.g., 5 years from execution] without
written renewal of this Addendum.
(e) Use of generated images depicting Model in sexually explicit, defamatory,
or otherwise reputation-damaging contexts.
APPROVAL FLOW
EF and Tapt Studio commit to a human-approval discipline: every generated image is
reviewed and explicitly approved by an authorized EF representative (Emerson Fry,
Ryan Fry, or designated team member) before any customer-facing use. No generated
image is published, distributed, or used externally without this approval.
Model is entitled, on reasonable written request, to:
(i) receive a summary of how the Reference Photographs have been used in
generated work during any given quarter,
(ii) request specific generated images be removed from active EF channels if
Model in good faith believes a generated image misrepresents them, and
(iii) terminate this Addendum on 90 days written notice, after which EF will
cease use of generated images derived from the Reference Photographs in
customer-facing surfaces and will not use the Reference Photographs as
input to generative-AI systems going forward.
CONSIDERATION
In consideration of this extended grant, EF agrees to pay Model [AMOUNT — TBD,
e.g., $___ one-time OR $___ per year of active use] within 30 days of execution.
[OR, if no monetary consideration: Model acknowledges that this Addendum extends
existing modeling agreements and that the original compensation paid for the
modeling work covered the scope contemplated herein.]
GOVERNING LAW
This Addendum is governed by [STATE], and any disputes shall be resolved per the
terms of the original modeling agreement(s) referenced above.
SIGNATURES
________________________________ Date: ____________________
[Model Name]
________________________________ Date: ____________________
Ryan Fry, on behalf of Emerson Fry, Inc.
SCHEDULE A — Reference Photographs
The following photographs constitute the Reference Photographs covered by this
Addendum:
[List of file names / Shopify URLs / contact-sheet references for the
photographs to be used as reference inputs.]
Notes for Praetor (after attorney review)
The "consideration" clause is the soft place. If existing modeling agreements were "buyout" structures, no additional payment may be needed — but flag for attorney. If they were day-rate w/ specific use rights, additional payment is likely required + the amount should be modest ($500-2000 per model is typical for AI-extension addenda in current fashion industry practice).
The 5-year term is suggested; attorney may prefer 3 years or perpetual. Trade-off: longer term = less administrative overhead for EF + more risk if AI norms change. Shorter term = more renewal touchpoints + more flexibility.
Schedule A — the photograph list needs to be specific to each model. The audit doc has the URLs. Generate per-model Schedule A from the audit when ready to circulate.
The "approval flow" language is genuinely substantive + matches the platform's draft-only discipline. Worth keeping prominent — Models likely respond positively to seeing this commitment in writing.
Termination at 90 days notice is generous to Model + protects EF from being caught with no time to wind down. Standard for this kind of arrangement.
Phase 2 LoRA training requires a separate agreement — explicitly excluded here. When EF decides to do LoRA work, that's a fresh negotiation w/ additional consideration.
Recommend Praetor's first attorney consult covers this addendum alongside the MSA package — single attorney engagement (~$5-8K per IP DD recommendation) can cover both. The likeness-rights piece is its own specialty area but a general SaaS/tech-transactions attorney can either handle it directly OR refer to an entertainment/talent-rights attorney for the addendum specifically.
For Emerson: she can self-sign on behalf of Emerson Fry Inc. + on her own behalf as Model. Same document, both signature lines.
For historic models (Anna, Georgie, C, J, Elise T): EF's call whether to attempt outreach to extend. The audit recommends restricting historic-model profiles to internal-test until/unless EF chooses to extend.
DEFINITIVELY NOT YET LEGAL
This is a starting structure. The actual binding addendum requires:
- Attorney drafting in proper legal language
- State-specific governing law clauses
- Cross-reference w/ original modeling agreements (which we don't have copies of)
- Possibly per-state photography-rights compliance (some states have specific publicity-rights statutes)
- Insurance considerations (EF's E&O policy coverage for AI-generated likeness uses)
Praetor: queue this for the same attorney engagement as the MSA package. Single $5-8K flat fee should cover both. Specialty: SaaS / tech-transactions with AI-contracts experience.
— Mycelia, 2026-05-25 — DRAFT v0, requires attorney review before any use