License Agreement

1. Eligibility

Licensees must be at least 18 years of age or a duly formed legal entity with the capacity to enter into binding agreements. By purchasing a licence, the Licensee represents and warrants that they meet these eligibility requirements. Likeness Ltd reserves the right to request evidence of age or legal status and to suspend or terminate access where eligibility cannot be confirmed.

2. License Grant

Upon purchase, Licensee receives a limited, non-exclusive, non-transferable licence to use the selected Talent likeness within the scope defined at purchase.

Sub-licensing prohibition. The licence granted under this Agreement may not be sub-licensed, assigned, or otherwise transferred to any third party without the prior written consent of Likeness Ltd. Where a Licensee is an agency or similar intermediary creating content on behalf of clients, the Licensee must identify the end-client at the time of purchase and the generated content may only be used by the identified end-client for the purposes specified in the licence. Any unauthorised sub-licensing or transfer shall constitute a material breach of this Agreement.

3. License Scope

Each licence specifies:

• duration of use
• industry category
• media format
• geographic territory (if applicable)

Use outside the licensed scope is prohibited.

4. AI Generation Use

Licensee may use the licensed likeness as input for AI-assisted image generation tools.

5. Model Training Prohibition

Licensee may not use Talent likeness to train, fine-tune, or develop machine learning or artificial intelligence models unless explicitly authorised by Likeness Ltd in a separate written agreement.

6. AI-Generated Content Labelling and Disclosure

This section sets out a tiered framework for AI content disclosure. Licensees’ obligations vary depending on whether labelling is legally required, whether the applicable Talent has requested disclosure, and what form of record-keeping is expected as a platform standard.

6.1 Legal Labelling Requirements (Mandatory)

Licensees must clearly label all AI-generated content incorporating a licensed likeness as artificially generated or digitally altered wherever required by applicable law or regulation, including but not limited to:

• the Advertising Standards Authority (ASA) CAP and BCAP Codes, where the content is used for advertising or promotional purposes;
• the EU AI Act, where the Licensee operates within the European Union or targets EU consumers;
• any UK AI-specific laws or regulations as enacted from time to time.

Failure to comply with a legal labelling obligation constitutes a material breach of this Agreement and may result in immediate licence revocation under Section 13.

6.2 Talent-Directed Disclosure (Where Specified)

Individual Talent may specify, as a condition of licensing their likeness, that all content generated using their likeness must carry a visible AI-generated disclosure. Where a Talent has elected this option, it will be clearly indicated on the licence at the point of purchase. Licensees must comply with any Talent-directed disclosure requirement as a condition of the licence. The form and placement of the disclosure will be specified in the licence terms.

6.3 Internal Record-Keeping (Mandatory Platform Standard)

Regardless of whether public-facing labelling is legally required or Talent-directed, all Licensees must, as a mandatory platform standard:

• maintain accurate internal records documenting that content was generated using AI and a licensed likeness obtained through the Platform;
• record the licence reference number, the Talent whose likeness was used, and the date and context of content creation;
• make such records available to Likeness Ltd upon request within 14 days, including for the purpose of responding to Talent enquiries, regulatory investigations, or complaints;
• retain such records for the duration of the licence and for 12 months following licence expiry or revocation.

Failure to maintain adequate internal records constitutes a breach of this Agreement.

6.4 Voluntary Public Labelling (Best Practice)

Where no legal obligation or Talent-directed requirement applies, Licensees are encouraged – but not required – to include a visible disclosure that content is AI-generated. Likeness Ltd considers voluntary labelling to be best practice that protects Talent, builds public trust, and positions Licensees favourably as AI transparency expectations evolve. Likeness Ltd may provide recommended disclosure formats and guidance on the Platform.

7. Advertising and Promotional Use

Licensees may use licensed likeness in advertising and promotional content within the scope of the purchased licence.

Use of licensed likeness through the Platform does not constitute a real-world endorsement by the Talent.

8. Synthetic Endorsement Transparency

Licensees may not represent or imply that Talent personally participated in, approved, or endorsed a product, service, organisation, or event outside the context of the licensed synthetic imagery.

Generated content must not falsely suggest that Talent attended a photoshoot, event, interview, or testimonial unless such participation actually occurred.

9. Digital Resurrection and Lookalike Restriction

Licensee may not generate content intended to replicate or closely resemble any identifiable real person, including deceased individuals, public figures, or celebrities.

Licensed likeness may not be used to recreate a specific known individual.

10. Prohibited Uses

Licensee may not generate content that:

• is pornographic or sexually explicit
• promotes illegal activity
• contains hate speech or harassment
• is defamatory or misleading
• violates applicable law

In addition, Licensees may not use a licensed likeness in any manner that discriminates against, stereotypes, or demeans any individual or group on the basis of race, gender, disability, sexual orientation, religion, age, or any other characteristic protected under the Equality Act 2010 or equivalent applicable law.

11. Responsibility for Generated Content

Licensee is fully responsible for all content created using the licensed likeness. Likeness Ltd does not generate or control such content.

12. Intellectual Property and Ownership of Generated Content

This Agreement grants a limited licence only. Ownership of the likeness remains with the Talent.

Ownership of AI-generated content. Subject to the Talent’s continuing rights in their likeness, the Licensee is considered the person who made the arrangements necessary for the creation of AI-generated content within the meaning of Section 9(3) of the Copyright, Designs and Patents Act 1988, and shall own any copyright in such content to the extent it subsists. This ownership is without prejudice to the Talent’s likeness rights and the licence restrictions set out in this Agreement. The parties acknowledge that the legal position regarding copyright in AI-generated works is evolving and this clause will be interpreted in accordance with applicable law as developed.

13. License Revocation

Where misuse is identified, Likeness Ltd may revoke licences or suspend accounts in accordance with the following process:

• Notice. Likeness Ltd will provide the Licensee with written notice of the alleged misuse, specifying the nature of the breach.
• Cure period. For non-critical breaches, the Licensee will have 10 business days from receipt of notice to remedy the breach. If the breach is remedied within that period, the licence will remain in effect.
• Immediate revocation. Likeness Ltd may revoke a licence immediately and without a cure period where the breach involves prohibited content (Section 10), use of the likeness for AI model training (Section 5), failure to comply with a legal labelling obligation or Talent-directed disclosure requirement (Sections 6.1 and 6.2), or any use that poses an imminent risk to the safety, reputation, or rights of the Talent.
• Content takedown. Upon revocation, the Licensee must immediately cease all use of the licensed likeness and destroy or delete all generated content incorporating the likeness within 14 days. Likeness Ltd may request written confirmation of deletion.
• Refunds.No refund is available where a licence is revoked for cause. Where Likeness Ltd revokes a licence in error, the Licensee will receive a full refund or replacement licence at Likeness Ltd’s discretion.

14. Disclaimer of Warranties

The Platform and all licensed likenesses are provided “AS IS” without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Likeness Ltd does not warrant that any likeness will produce specific results when used with AI generation tools, or that the likeness data will be compatible with any particular AI tool or workflow.

15. Limitation of Liability

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

In no event shall Likeness Ltd be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or reputational damage, however caused and regardless of the theory of liability.

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

Licensee 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:

• content generated by the Licensee using the licensed likeness;
• use of the likeness outside the scope of the applicable licence;
• breach of the Prohibited Uses (Section 10), Synthetic Endorsement Transparency (Section 8), or Model Training Prohibition (Section 5) provisions;
• any claim that generated content is defamatory, obscene, or infringes the intellectual property or other rights of any third party.

The indemnifying party shall: (i) provide prompt written notice of any claim; (ii) give the indemnified party reasonable cooperation in the defence of any claim; and (iii) not settle any claim without the prior written consent of the indemnified party.

17. Compliance, Audit, and Usage Reporting

Licensee shall maintain accurate records of all uses of the licensed likeness, including the media, territory, duration, and context of use.

Likeness Ltd reserves the right to request reasonable evidence of compliance with the licence scope upon 14 days’ written notice. Licensee shall provide such evidence within a reasonable timeframe.

If an audit reveals non-compliance, the Licensee shall bear the reasonable costs of the audit and immediately remedy any breach. Persistent or material non-compliance shall constitute grounds for immediate licence revocation under Section 13.

Usage reporting. Licensees shall maintain records of where and how generated content incorporating a licensed likeness is published, distributed, or otherwise made publicly available. Such records shall be made available to Likeness Ltd upon request. Likeness Ltd may share relevant usage information with the applicable Talent to enable them to verify that their likeness is being used appropriately.

18. Insurance

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

19. Compliance with Applicable Laws

Licensees shall comply with all applicable laws and regulations in connection with their use of licensed likenesses, including without limitation 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 generated content is used or distributed.

20. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales.

21. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of 30 days.

If the dispute is not resolved within that period, the courts of England and Wales shall have exclusive jurisdiction.