Licence Agreement

At a Glance

This summary is for orientation only. It is not part of the operative terms and does not vary them. Where it differs from the sections below, the sections below prevail.

1. Definitions

1.1 “Talent” means an individual listed on the Platform whose likeness may be licensed for Campaigns.

1.2 “Character Sheet” means a file, or set of files, containing only: (a) the relevant Talent’s unmodified photographs; (b) the Talent’s listing reference and full name; and (c) the Licence Footer. “Unmodified” means that the image content of each photograph is as the Talent uploaded it: not resampled, recompressed, retouched, colour-adjusted or otherwise altered. Arranging the photographs on a single canvas with the Licence Footer beneath them, and removing embedded file metadata before Delivery, do not modify them. The Character Sheet contains no model, embedding, template, measurement or other derived representation, and none is supplied.

1.3 “Campaign” means an advertising campaign you create on the Platform, identified by its name, the brand or end client it is for, its campaign category and its Licence Tier, to which you add the Talent you wish to license.

1.4 “Checkout” means your payment for a Campaign through the Platform, including payment for a renewal.

1.5 “Licence Tier”means one of the licence types published on the Platform from time to time, each with a stated fee, Licence Term, scope of use and, where applicable, exclusivity (the “Tier Schedule”). The Tier Schedule in force at Checkout forms part of the Campaign Licence.

1.6 “Talent Settings” means the campaign categories a Talent has chosen to be open to, as recorded on the Platform at the time of Checkout.

1.7 “Campaign Licence” means the direct licence between you and the Talent that comes into existence under Section 3, on the terms of the Campaign, the Tier Schedule and this Agreement.

1.8 “Delivery”means our provision of the Character Sheet to you on conclusion of a Campaign Licence. “Delivered” is construed accordingly.

1.9 “Licence Term” means the fixed period of use stated in the Tier Schedule for the Licence Tier selected, commencing on Delivery.

1.10 “Reference-Conditioned Generation” means the generation of Synthetic Content by supplying the Character Sheet, or images from it, as an input or reference to a generation tool for each individual generation, without any training, fine-tuning or adaptation step and without the creation or retention of any model, adapter, weight, embedding, template or other persistent representation derived from the Character Sheet.

1.11 “Synthetic Content” means any image, video or other content generated in whole or in part by AI techniques using a Character Sheet as an input under a Campaign Licence.

1.12 “Holder” means you and any permitted production company, contractor or end client that receives the Character Sheet under Section 5.

1.13 “Talent Warranties” means the warranties given by each Talent to us under the Talent Agreement, being that the Talent is at least 18, is the individual depicted, has the rights needed to license their likeness, is not subject to a conflicting exclusive arrangement, has provided accurate information, and has no unspent conviction, within the meaning of the Rehabilitation of Offenders Act 1974, for (i) an offence of violence against the person; (ii) a sexual offence; (iii) an offence of dishonesty, including fraud; (iv) an offence that was racially or religiously aggravated or otherwise motivated by hostility towards a protected characteristic; or (v) a terrorism offence.

1.14 “Conduct Event” means, in relation to a Talent: (a) a Talent Warranty proving to be, or becoming, untrue; (b) the Talent being charged with or convicted of an offence in a category listed in Section 1.13; or (c) the Talent engaging in public actions that could seriously damage you or your end client.

1.15 “Licence Footer” means the strip beneath the photographs on the Character Sheet (or on its principal file, where the Character Sheet is a set of files) showing only the following, as recorded on the Platform at Delivery: the Talent’s full name and listing reference; the Campaign Licence reference; the brand or end client and the Campaign name; the campaign category; the Licence Tier and its scope of use; the date on which the Licence Term is scheduled to end; a statement that the photographs are reference material used with the Talent’s permission for that Campaign only; and our name or mark. The Licence Footer is information for Holders. It is not the record referred to in Section 14.2(b), does not form part of or vary the Campaign Licence, and is not a label or disclosure for the purposes of Section 8.

2. Eligibility and account

2.1 You may register and buy licences only for the purposes of your trade, business, craft or profession. You must be a legal entity with capacity to enter into this Agreement, or an individual of full age and capacity under the law of the place where you live who is acting for the purposes of your business. We do not accept consumers as Licensees. By registering or purchasing you represent and warrant that you meet these requirements. We may request evidence of legal and business status, and may refuse approval, suspend or terminate access where eligibility cannot be confirmed.

2.2 Agencies and intermediaries. Where you are an agency or other intermediary acting for a client, you must identify the end client in the brand or end client field when creating the Campaign. The Campaign Licence covers use by that end client only, for the identified Campaign only. Acting for an unnamed or substituted client is a material breach.

2.3 Sanctions. You warrant that neither you, nor any person who owns or controls you, nor any end client you name in a Campaign, is a designated person under any sanctions regulations made under the Sanctions and Anti-Money Laundering Act 2018, or owned or controlled by one, or is a person connected with Russia or Belarus, or is located in, incorporated in or ordinarily resident in a country or territory subject to comprehensive UK sanctions. You will tell us at once if that changes. We may refuse or suspend approval, refuse a Checkout, or terminate this Agreement and any Campaign Licence with immediate effect, where we reasonably believe that dealing with you or your end client would breach sanctions law or expose us or a Talent to a sanctions penalty. Section 5.4 applies on any such termination. Every payment, refund or credit we would otherwise make to you is subject to sanctions law; where the law prevents it, we will hold it until we may lawfully pay it and have no other liability for not paying it.

3. Campaigns, Checkout and how a licence forms

3.1Every licence on the Platform is campaign-scoped. You obtain rights in a Talent’s likeness only by adding that Talent to a Campaign and completing Checkout for the Licence Tier fee. There is no standing right, catalogue right or pre-cleared pool; each Campaign requires its own Checkout.

3.2 Instant conclusion within Talent Settings. At Checkout, including a renewal, and for every Talent in the Campaign, the Platform checks that: (a) the Talent’s listing is on and their account is listable (verified and not suspended); (b) the campaign category is one the Talent is open to and, for alcohol, gambling or tobacco and vaping Campaigns, the Talent is 25 or over according to the date of birth recorded on their account; (c) no exclusive Campaign Licence is in force that your Campaign would conflict with; (d) you have accepted the version of this Agreement in force at the time of Checkout and paid the fee; and (e) your account is approved and not suspended; approval includes our sanctions check of you under Section 2.3. If all are true, a Campaign Licence is concluded at that moment and the Character Sheet is Delivered immediately. If any is not true for a Talent, Checkout stops before payment and you are told which Talent is not available for that Campaign; you may proceed without that Talent or choose another. No Campaign Licence forms for them and you are not charged for them.

3.3 Direct contract, concluded by us as agent. Each Talent has given us standing authority under the Talent Agreement to conclude Campaign Licences on their behalf within their Talent Settings, without referring each one to them. A Campaign Licence is therefore a direct contract between you and the Talent, concluded by us as the Talent’s disclosed agent. We administer, invoice and enforce the Campaign Licence on the Talent’s behalf. Your payment obligations are owed to us as agent for the Talent. Payment to us discharges your obligation to pay the Talent. Any refund or credit due under this Agreement is our obligation alone and, save in the case of fraud by the Talent, you will not seek repayment of any fee from the Talent.

3.4 The Talent is notified by email of every Campaign Licence and it is recorded in their account, showing your name, the brand or end client and the Campaign name. The Talent does not approve individual Campaigns; their approval is given in advance through their Talent Settings, and a Talent may switch their listing off or change their Talent Settings at any time with effect for future Checkouts only.

3.5 Talent availability shown on the Platform reflects listing status at the time of viewing and is provided for planning purposes without warranty; a Talent may switch their listing off before you complete Checkout.

3.6 VAT.(a) In this Section “VAT” means value added tax and any similar tax. All fees in the Tier Schedule, and every other amount payable under this Agreement, are stated exclusive of VAT. (b) VAT is chargeable on a fee only where the person who makes the supply for VAT purposes is registered for VAT. Where it is chargeable, you will pay it in addition to the fee, and VAT chargeable at the time of Checkout is added at Checkout and shown before you pay. (c) You will receive a valid VAT invoice for any VAT charged. Where the Talent makes the supply, the invoice is in the Talent’s name and shows the Talent’s VAT registration number, and we issue it to you on the Talent’s behalf; where VAT law treats the supply as made by us, we issue it in our own name. Any such treatment applies for VAT purposes only and does not change Section 3.3: each Campaign Licence remains a direct contract between you and the Talent. (d) If VAT that was chargeable was not added at Checkout because details you gave us were inaccurate or incomplete, or because of an error, you will pay it within 30 days of receiving a valid VAT invoice for it. (e) Any refund or credit of a fee under this Agreement includes the VAT charged on it, and a credit note will be issued where the law requires one. (f) Whether VAT is chargeable is decided on the details you give us under Section 9.5, including the country where your business is established and any VAT registration number; we may ask you to confirm or update them at Checkout.

3.7 Payment without deduction. You will pay every fee in full without set-off or deduction. If the law of your country requires you to withhold or deduct tax from a fee, you will tell us before Checkout, pay such additional amount as ensures that we receive the full fee and any VAT on it, as agent for the Talent where the Talent makes the supply, and give us the official receipt for the tax withheld, issued in the name of the person on whose income the tax is withheld.

4. Grant and scope

4.1 With effect from Delivery, the Talent grants you a limited, worldwide, non-transferable licence (non-exclusive unless you selected an exclusive Licence Tier) to use the Character Sheet as an input to AI generation tools, by Reference-Conditioned Generation only, to create the deliverables of the named Campaign, and to use the resulting Synthetic Content, in each case only: (a) for the named Campaign and its brand or end client; (b) within the scope of use stated in the Tier Schedule for the Licence Tier selected; and (c) for the Licence Term.

4.2 No future creative. The Campaign Licence covers only the named Campaign. It confers no right to use the likeness for a different product, service, brand or campaign, in each case unless separately licensed through a new Campaign and Checkout.

4.3 No automatic renewal.The Licence Term does not renew by itself. You may renew through the Platform before or at the end of the Licence Term. A renewal extends the existing Campaign Licence for a further Licence Term at the then-current Tier Schedule, takes effect at Checkout, and is subject to the same checks under Section 3.2 as a new Campaign, including the Talent’s listing being on and their Talent Settings at that time. On renewal we Deliver a replacement Character Sheet showing the extended Licence Term; it supersedes the earlier Character Sheet, which every Holder must delete within fourteen (14) days of the replacement being Delivered.

4.4 No sub-licensing. You may not sub-license, assign or transfer the Campaign Licence or the Character Sheet to any third party without our prior written consent, save for Delivery-chain sharing under Section 5.3. Any unauthorised sub-licensing or transfer is a material breach entitling immediate revocation under Section 13.

4.5Use outside the licensed scope is prohibited and is actionable both by us on the Talent’s behalf and by the Talent directly.

4.6 Creative styling.You may depict the Talent with different hair style and colour, makeup, wardrobe, accessories, pose, expression, setting and lighting, provided the Synthetic Content remains recognisably the Talent. You may not alter the Talent’s apparent age, body shape or size, skin tone or gender presentation; may not add or remove tattoos, scars or other permanent features; may not depict the Talent with a disability they do not have; may not depict the Talent as a person under 18 in any circumstances; may show the Talent in swimwear only in a Campaign in the swimwear category; and may not depict the Talent nude, partly nude, or in underwear or lingerie, or otherwise in an intimate state within the meaning of section 66D of the Sexual Offences Act 2003. These limits are a condition of every Campaign Licence.

4.7 Exclusive Licence Tiers. Where you select a category-exclusive Licence Tier, we will not conclude any other Campaign Licence for that Talent in the same campaign category during the Licence Term. Where you select a full-exclusive Licence Tier, we will not conclude any other Campaign Licence for that Talent during the Licence Term. Exclusivity is enforced by the Platform declining conflicting Checkouts; it does not extend to Campaign Licences concluded before yours, which run to their own term. The Talent also promises us, under the Talent Agreement, not to allow their likeness to be used in other AI-generated advertising or promotional content for anyone else while your exclusive Campaign Licence runs (in its category, or at all for full exclusivity), except under arrangements made before your Campaign Licence was concluded; it does not restrict photographs or filming of the Talent. If the Talent breaks that promise, your only remedy is to end the Campaign Licence by notice to us, and we will refund the fee pro-rated to the unexpired portion of the Licence Term. You will bring no other claim against the Talent or us for it.

5. The Character Sheet: custody, use and deletion

5.1 What you receive.The Character Sheet contains the Talent’s own unmodified photographs, the Talent’s listing reference and full name, and the Licence Footer, and nothing else. Every item in the Licence Footer is information you already hold under the Campaign and the Campaign Licence; it is printed on the Character Sheet so that every Holder can see which Campaign Licence governs the file and when Section 5.4 applies. The Talent’s name is supplied for reference only, so that you and each Holder can tell whose Character Sheet it is. A Campaign Licence is a licence of the Talent’s likeness only and is not permission to use their name. You must not, and must ensure that no Holder does: (a) use or disclose the Talent’s name, or any other detail that identifies them, in or with any Synthetic Content, advertisement or other published material, including in any caption, credit, quotation, tag, alt text, published file name or metadata, or state publicly that the Talent appears in the Campaign, unless the Talent has agreed in writing through us; (b) use the name to search for, identify, contact or approach the Talent, or to find their accounts or profiles elsewhere; or (c) initiate contact with the Talent, or deal with the Talent directly, about any Campaign except through us. No model, embedding or template is supplied, and the quality or suitability of the photographs for any particular generation tool or workflow is not warranted.

5.2 Permitted use. You may use the Character Sheet solely as an input for Reference-Conditioned Generation of the Campaign deliverables. You must hold the Character Sheet securely, with access limited to persons working on the Campaign, and protected by appropriate technical and organisational measures including encryption at rest and in transit.

5.3 Delivery chain.You may share the Character Sheet with a production company or contractor engaged on the Campaign, and with the end client, provided that: (a) each such Holder is bound in writing to obligations no less protective than this Section 5 and Sections 4.6, 6, 7, 8 and 10, in terms expressed to be enforceable by us and (except for Section 8) by the Talent, and either governed as to those terms by the law of England and Wales or given by the Holder directly to us, for ourselves and as agent for the Talent; (b) where the Holder is outside the United Kingdom and every Adequate Country (Section 9.4), the Character Sheet reaches it only under a transfer safeguard that meets Article 46 of the UK GDPR, a copy of which you will give us on request; and (c) you remain fully liable for each Holder’s acts and omissions as if they were your own. You will keep a record of every Holder and provide it to us on request.

5.4 Deletion at term end. At the end of the Licence Term, or on earlier revocation or termination of the Campaign Licence: (a) every Holder must permanently delete the Character Sheet, and any copy of it held within any generation tool, workspace or project, from all systems including backups in the ordinary course of backup rotation, within fourteen (14) days; (b) you must, within that period, confirm deletion in writing to us on behalf of every Holder, including any production company; and (c) you must cease all use of the Synthetic Content, subject only to Section 5.5. Deletion of the Character Sheet is required at the end of every Campaign Licence, not merely on revocation.

5.5 Archival copy. You and the end client may retain finished Synthetic Content solely as an internal archival record of work performed and for the establishment, exercise or defence of legal claims, and not for any publication, distribution or commercial use after the Licence Term, and for no longer than six years after the end of the Licence Term, after which every Holder must delete it.

5.6 Using the Character Sheet as an input; the Licence Footer and our mark. You may supply the Character Sheet to a generation tool as Delivered, with the Licence Footer included, or crop the photographs from it first; neither is a modification and neither creates a derived representation. You may not otherwise edit, retouch, recolour or alter the photographs before or while using them as an input, and the limits in Section 4.6 are measured against the photographs as Delivered. No part of the Licence Footer, including its text and our name or mark, may appear in any Synthetic Content that you or any Holder publishes or distributes, and you must check for and remove it before publication. Every copy of the Character Sheet held by you or passed to a Holder must keep the Licence Footer intact. Nothing in this Agreement grants you or any Holder any right to use our name or mark for any other purpose. We claim no copyright in the Talent’s photographs.

6. Generation, training and identification: hard limits

6.1 Reference-Conditioned Generation only. No training or fine-tuning of any kind. You may generate Synthetic Content only by Reference-Conditioned Generation. You may not, and may not permit any Holder or tool to, train, fine-tune, adapt or evaluate any model on the Character Sheet, any part of it or any Synthetic Content, or create, store or retain any adapter, LoRA, weight, embedding, template, dataset or other persistent representation derived from any of them, whether for the Campaign, for any other purpose or for any third party. Where a generation tool would retain the Character Sheet, train on it or derive any persistent representation from it, or where the tool’s terms would grant it training rights over inputs, you must disable those features or must not use that tool.

6.2 Prohibition on identification uses. Neither the Character Sheet, nor any Synthetic Content, nor any data derived from either of them, may be used, by you or any Holder, for the purpose of identifying any natural person. Without limitation, the following are absolutely prohibited: facial recognition; facial verification or authentication; face matching or comparison against any other image, dataset or gallery; the creation, extraction or retention of any biometric template, faceprint, embedding or measurement for identification purposes; enrolment of the Talent’s likeness in any recognition, verification, surveillance or age-estimation system; and the sale or transfer of any of the foregoing. This Section is a condition of every Campaign Licence. Any breach of it is a material, non-remediable breach entitling immediate revocation of every licence you hold, and is actionable by the Talent directly under Section 20.3.

6.3For the avoidance of doubt, the parties’ shared intention is that no processing under this Agreement is carried out for the purpose of uniquely identifying any natural person, and this Agreement is to be construed consistently with that intention.

7. Content standards

7.1 Prohibited content. You may not generate content that: (a) involves, sexualises or is directed at minors; (b) is pornographic or sexually explicit, or shows the Talent nude, partly nude, or in underwear or lingerie; (c) is political advertising or election-related content of any kind, or depicts the Talent as a candidate for, endorser of or opponent of any political party, cause, candidate or referendum, or as a member or supporter of any religion or belief; (d) promotes illegal activity; (e) contains hate speech, harassment or bullying, or incites violence; (f) is defamatory or misleading; (g) depicts the Talent in a manner a reasonable person would regard as bringing them into public disrepute; or (h) otherwise violates applicable law or, for Synthetic Content used in the United Kingdom, the CAP or BCAP Code. You may not use a likeness in any manner that discriminates against, stereotypes or demeans any individual or group on the basis of a characteristic protected under the Equality Act 2010 or equivalent applicable law.

7.2 Talent Settings. Each Campaign Licence incorporates the Talent Settings as recorded at the time of Checkout. Use within a category the Talent was not open to is a material breach. A Campaign whose Synthetic Content shows, refers to or promotes alcohol, gambling, tobacco or e-cigarette products, or shows the Talent with them or with their branding (including on clothing or in the setting), is a Campaign in that category and must be created in it; a Campaign that shows the Talent in swimwear is a Campaign in the swimwear category. The same applies to every other campaign category.

7.3 Synthetic endorsement transparency. You may not represent or imply that the Talent personally participated in, approved or endorsed a product, service, organisation or event outside the context of the licensed Synthetic Content, and generated content must not falsely suggest (beyond the Talent’s appearance in the Synthetic Content itself) that the Talent attended a shoot, event, interview or testimonial unless such participation actually occurred. You may not present any words or content as the opinion or personal experience of the Talent, or of any person depicted using the Talent’s likeness, about a product, service or organisation, or present any such person as a real customer or user or as giving a genuine testimonial or review. Lines spoken or shown in Synthetic Content are permitted where they are plainly part of the advertisement and not presented as the Talent’s own opinion or experience.

7.4 No resurrection or lookalikes. You may not use a Character Sheet to generate content intended to replicate or closely resemble any other identifiable real person, living or deceased, including public figures and celebrities.

7.5 Age-restricted categories.In a Campaign in the alcohol, gambling or tobacco and vaping category: (a) you must ensure that the Talent does not appear in the Synthetic Content in any way the CAP or BCAP Code forbids for a person who is or seems to be under 25; (b) the check in Section 3.2(b) confirms only the Talent’s age from the date of birth recorded on their account, not how old they look, and you must judge that from the Character Sheet before use; (c) Section 4.6 does not permit you to make the Talent look older to meet this Section; and (d) you may advertise tobacco products only where the law of the place where the content is used permits it.

8. AI content labelling and disclosure

8.1 Legal labelling. You must label Synthetic Content as artificially generated or digitally altered wherever the law or advertising code of the place where it is used requires it: for example, the EU AI Act where the content is used in the EU, or where an advertisement used in the UK would be misleading under the CAP or BCAP Code without a label. Whether a label is required is decided by that law and its regulators, not by us or the Talent. We act on a failure to label only where a regulator or court has found that you or a Holder failed to meet such a requirement, in which case Section 13.2 applies.

8.2 Generation log (mandatory platform standard). Regardless of public-facing labelling, you must maintain a generation log recording, for each item of Synthetic Content: the licence reference; the Talent; the tool or model used; the date of generation; the deliverable it corresponds to; and where it was published or distributed. You must make the log available to us within fourteen (14) days of request, including for the purpose of responding to Talent enquiries, regulatory investigations or complaints, and you must retain it for the Licence Term plus twelve (12) months.

8.3 Voluntary labelling. Where no legal requirement applies, you are encouraged, but not required, to include a visible AI-generated disclosure. We may publish recommended formats.

9. Data protection

9.1 Independent controller. From Delivery, you are an independent controller of the personal data contained in the Character Sheet. You are not our processor and we are not yours. You must comply with the UK GDPR and all applicable data protection law in your own right, including in respect of security, transparency and data subject rights, and you must have a lawful basis for your processing, which the Campaign Licence is designed to provide through Article 6(1)(b) performance of your contract with the Talent.

9.2 You must: (a) process the Character Sheet solely for the Campaign; (b) implement appropriate technical and organisational measures; (c) not transfer the Character Sheet outside the delivery chain permitted by Section 5.3, save to providers of generation tools, hosting and storage that you engage as your processors for the Campaign, whose terms comply with Section 6.1; (d) notify us without undue delay, and in any event within 48 hours, of any personal data breach affecting a Character Sheet; and (e) on request, provide the information we reasonably require to respond to a data subject request or regulatory enquiry.

9.3 Where you process Character Sheets at scale, we may require you to enter into a separate data sharing agreement as a condition of continued access.

9.4 Where you may be based.An “Adequate Country” is a country, territory, sector or international organisation to which transfers of personal data are approved, or treated as approved, by regulations made under Article 45A of the UK GDPR (including, for an organisation in the United States, one certified under the UK Extension to the EU–US Data Privacy Framework for the data concerned). We currently approve only Licensees located in the United Kingdom or an Adequate Country. You must not receive Character Sheets in, or move them to, a place outside the United Kingdom and every Adequate Country, except as Section 5.3 allows.

9.5 Your details. You warrant that the legal name, registration number (where you have one), registered address, country where your business is established, any VAT or tax registration number, countries from which your account is used, and data protection contact you give us at registration and at each Checkout are accurate, and you must tell us before any of them changes. We may suspend Checkout and Delivery until we have reviewed a change.

10. Compliance, audit and usage reporting

10.1 You must maintain accurate records of all uses of each licensed likeness, including the media, duration and context of use, alongside the generation log under Section 8.2, and keep them for the Licence Term plus twelve (12) months.

10.2We may request reasonable evidence of compliance with the licence scope on fourteen (14) days’ written notice, and, not more than once in any 12-month period unless a breach has been identified, may audit your compliance through an independent auditor subject to reasonable confidentiality terms. If an audit reveals material non-compliance, you will bear the reasonable costs of the audit and immediately remedy the breach. Persistent or material non-compliance is grounds for immediate revocation under Section 13.

10.3 We may share relevant usage information with the applicable Talent so they can verify that their likeness is being used appropriately.

11. Talent withdrawal and Conduct Events

11.1 Talent participation is voluntary. A Talent may switch their listing off, change their Talent Settings or withdraw from the Platform at any time, with effect for future Checkouts only.

11.2 Withdrawal after Delivery. If a Talent withdraws or switches their listing off after Delivery, the Campaign Licence is unaffected and runs to the end of the Licence Term. No further licences of that Talent will be available while their listing is off.

11.3 Talent Warranties.Each Talent gives us the Talent Warranties on accepting the Talent Agreement and for as long as their listing is on, and undertakes to tell us promptly if the conviction warranty ceases to be true or if they are charged with an offence in a listed category. The Talent Warranties are self-declared. We do not carry out criminal record checks, we do not ask about, check or record criminal offence data in any profile or account, and we do not independently verify the conviction warranty. What we provide is the warranty itself, the Talent’s undertaking to update it, and the termination and take-down rights in this Section.

11.4 Termination for a Conduct Event. If a Conduct Event occurs during the Licence Term, either you (by written notice to us) or we (by written notice to you) may terminate the affected Campaign Licence with immediate effect. We will notify you without undue delay if we become aware of a Conduct Event affecting a Talent whose likeness you hold under a live Campaign Licence. Our notice says only that a Conduct Event has occurred, not what it was; you must keep it confidential to those deciding whether to terminate and delete it within three months. You are not obliged to terminate; if you elect to continue, the Campaign Licence runs to term unchanged.

11.5 Take-down on termination.Where a Campaign Licence is terminated under Section 11.4, you must: (a) cease all new publication or distribution of the Synthetic Content within two (2) business days; (b) withdraw the Synthetic Content from every channel within your or your end client’s control within fourteen (14) days; and (c) comply with Section 5.4 (deletion and confirmation), with the fourteen (14) day period running from termination. Content already distributed to third parties outside your control need not be recalled, but you must not renew, extend or re-place it.

11.6 Your remedy. Where a Campaign Licence is terminated under Section 11.4, we will, at your election: (a) offer a replacement licence of another Talent at the same Licence Tier; or (b) credit against future licence fees an amount equal to the fee for that Campaign Licence pro-rated to the unexpired portion of the Licence Term. This is your sole and exclusive remedy against us in respect of a Conduct Event. Save in the case of fraud by the Talent, you will bring no claim against the Talent in respect of a Conduct Event, and this sentence is enforceable by the Talent under the Contracts (Rights of Third Parties) Act 1999.

11.7 Delivery failure. If you have completed Checkout and a Character Sheet is not Delivered for any reason, we will, at your election, complete Delivery, offer a replacement licence at the same Licence Tier, or refund the fee in full. This is your sole remedy for a Delivery failure.

12. Intellectual property

12.1 This Agreement and each Campaign Licence grant a limited licence only. Ownership of the likeness remains with the Talent at all times.

12.2 Ownership of Synthetic Content. Subject to the Talent’s continuing rights in their likeness and the restrictions of this Agreement, as between the parties you are the person by whom the arrangements necessary for the creation of the Synthetic Content are undertaken within the meaning of section 9(3) of the Copyright, Designs and Patents Act 1988, and you own any copyright subsisting in the Synthetic Content. The parties acknowledge that the law on copyright in AI-generated works is evolving and this clause will be interpreted in accordance with applicable law as developed. Ownership of Synthetic Content confers no right to use it beyond the licensed scope or after the Licence Term.

13. Revocation

13.1 Notice and cure. Where misuse is identified, we will give you written notice specifying the alleged breach. For breaches capable of remedy and not listed in Section 13.2, you have ten (10) business days from notice to remedy, failing which the Campaign Licence may be revoked.

13.2 Immediate revocation.We may revoke immediately and without a cure period where the breach involves: prohibited content (Sections 7.1 and 7.5); a category the Talent was not open to (Section 7.2); a prohibited styling change (Section 4.6); any training, fine-tuning or creation of a persistent representation (Section 6.1); any identification use (Section 6.2); a failure to label found by a regulator or court (Section 8.1); unauthorised sub-licensing or transfer (Section 4.4); use of the Talent’s name or identifying details, contact with the Talent, or an attributed testimonial (Sections 5.1 and 7.3); or any use posing an imminent risk to the safety, reputation or rights of the Talent.

13.3 Effect of revocation. On revocation you must immediately cease all use of the likeness and the Synthetic Content, and Section 5.4 (deletion and confirmation) applies with the fourteen (14) day period running from revocation.

13.4 Refunds. No refund is available where a licence is revoked for cause. Where we revoke in error, you will receive a full refund or a replacement licence at your election.

14. Warranties

14.1The Platform and all Character Sheets are provided “as is” and, save as expressly set out in this Agreement, without warranties of any kind, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that any Character Sheet will produce specific results with any AI generation tool or workflow.

14.2We warrant that: (a) each Campaign Licence has been concluded on the standing authority of a verified Talent and within that Talent’s Talent Settings as recorded at the time of Checkout; (b) we hold a record of each Campaign Licence, including the Campaign, the Licence Tier and the Talent Settings as recorded at the time of Checkout, which we will make available to you on Delivery and on request, and which you may provide to each Holder; and (c) each Talent has given us the Talent Warranties and the updating undertaking described in Section 11.3. We do not warrant that any Talent Warranty is true; your remedy if one proves untrue is set out in Sections 11.4 to 11.6.

15. Limitation of liability

15.1 To the maximum extent permitted by applicable law, our total aggregate liability arising out of or in connection with this Agreement shall not exceed the total licence fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.

15.2 In no event shall we be liable for any indirect, incidental, special, consequential or punitive damages, including loss of revenue, loss of profits, loss of business, loss of data or reputational damage, however caused and regardless of the theory of liability.

15.3 Nothing in this Agreement excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited under applicable law.

16. Indemnification

16.1 You shall indemnify, defend and hold harmless Likeness Ltd and the Talent from and against any and all third-party claims, losses, damages, liabilities and expenses (including reasonable legal fees) arising from or related to: (a) Synthetic Content generated by you or any Holder; (b) use of a likeness outside the scope of the applicable Campaign Licence; (c) breach of Sections 4.6, 5, 6, 7 or 8; (d) the acts or omissions of any Holder; (e) any claim that Synthetic Content is defamatory, obscene or infringes the intellectual property or other rights of any third party; or (f) any breach of Section 9.

16.2The indemnified party shall: (i) provide prompt written notice of any claim; (ii) give reasonable cooperation in the defence; and (iii) not settle any claim without the indemnifying party’s prior written consent, save that no settlement involving an admission of wrongdoing by an indemnified party may be made without that party’s consent.

17. Insurance

17.1 Licensees purchasing enterprise or high-volume licences may be required to maintain professional indemnity or public liability insurance at a level commensurate with the scope and nature of their intended use. Where required, minimum coverage levels will be specified in the applicable licence schedule, and we may request evidence of coverage.

18. Compliance with applicable laws

18.1 You shall comply with all applicable laws and regulations in connection with your use of licensed likenesses, including the UK GDPR, the Online Safety Act 2023, the Data (Use and Access) Act 2025, the Equality Act 2010, the Digital Markets, Competition and Consumers Act 2024, and any AI-specific laws and regulations as enacted from time to time in any jurisdiction in which the Synthetic Content is used or distributed.

19. Governing law and disputes

19.1 This Agreement and each Campaign Licence are governed by and construed in accordance with the laws of England and Wales.

19.2 In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation for 30 days, failing which the courts of England and Wales shall have exclusive jurisdiction. This Section does not prevent any party, or a Talent enforcing under Section 20.3, from seeking urgent injunctive or other interim relief in any court of competent jurisdiction. You agree that documents in any proceedings under this Agreement may be served on you by email to the address recorded in your account and by post to your registered address, without prejudice to any other method permitted by law.

20. General

20.1 Precedence. If there is a conflict between this Agreement and the Tier Schedule or the details of a Campaign, the Tier Schedule prevails as to fee, Licence Term and scope of use, the Campaign details prevail as to the brand, end client and category, and this Agreement prevails as to everything else. The restrictions in Sections 4.6, 5.4, 6.1 and 6.2 cannot be varied by the Tier Schedule or by Campaign details. The Licence Footer does not vary this Agreement, the Tier Schedule or the Campaign details; if it differs from the Tier Schedule, the Campaign details or our record under Section 14.2(b), those prevail.

20.2 Severability, waiver, assignment. If any provision is unenforceable it is severed and the remainder continues in force. No failure or delay to exercise a right is a waiver of it. You may not assign this Agreement or any Campaign Licence without our prior written consent.

20.3 Third-party rights. Each Talent whose likeness is licensed under a Campaign Licence is entitled to the benefit of, and may enforce directly against you, Sections 3.3, 4, 5 (except the obligations of Holders under Section 8), 6, 7, 11.5, 11.6, 13 and 16 of this Agreement. Section 8 is not enforceable by the Talent: labelling is a matter for the law of the place where the content is used. Save as stated in this Section, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement. We and you may vary or rescind this Agreement under Section 20.4 without the consent of any Talent, but no variation affects a Campaign Licence already concluded.

20.4 Variation.We may amend this Agreement by publishing a new version on the Platform and giving you at least 30 days’ notice by email, stating what is changing and when it takes effect. The amended version applies to every Checkout after it takes effect, and you will be asked to accept it at your next Checkout. Campaign Licences already concluded are not affected by an amendment. Updating our company details shown at the head of this Agreement, including adding or changing a VAT registration number, is not an amendment of this Agreement.