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 the relevant Talent’s unmodified photographs, together with a listing reference and professional name. It contains no model, embedding, template 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.

2. Eligibility and account

2.1 Licensees must be at least 18 years of age or a duly formed legal entity with capacity to enter into binding agreements. By registering or purchasing you represent and warrant that you meet these requirements. We may request evidence of legal status and may 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.

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; (c) no exclusive Campaign Licence is in force that your Campaign would conflict with; and (d) you have accepted this Agreement and paid the fee. 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 failed and why; 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.

3.4 The Talent is notified by email of every Campaign Licence and it is recorded in their account. 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.

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.

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; and may not depict the Talent as a person under 18 in any circumstances. 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, and it does not restrict the Talent outside the Platform unless the Tier Schedule says otherwise.

5. The Character Sheet: custody, use and deletion

5.1 What you receive.The Character Sheet contains the Talent’s own unmodified photographs and nothing else. 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 each such Holder is bound in writing to obligations no less protective than this Section 5 and Sections 4.6, 6, 7 and 10, and provided 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.

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; (c) is political advertising or election-related content of any kind; (d) promotes illegal activity; (e) contains hate speech or harassment; (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. 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.

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 that the Talent attended a shoot, event, interview or testimonial unless such participation actually occurred.

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.

8. AI content labelling and disclosure

8.1 Legal labelling (mandatory). You must clearly label Synthetic Content as artificially generated or digitally altered wherever required by applicable law or regulation, including the ASA CAP and BCAP Codes where the content is used for advertising in the UK, the EU AI Act where you operate in or target the EU, and any UK AI-specific rules as enacted. Failure to comply is a material breach and grounds for immediate revocation under Section 13.

8.2 Talent-directed disclosure. A Talent may require that all Synthetic Content generated from their likeness carries a visible AI-generated disclosure. Where a Talent has made that election, it is shown on their profile before Checkout, is recorded on the Campaign Licence, and is a condition of it.

8.3 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.

8.4 Voluntary labelling. Where no legal or Talent-directed 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; (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.

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 8.3.

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 collect or hold criminal offence data, 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. 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 (Section 7.1); 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); failure to comply with a legal labelling obligation or Talent-directed disclosure (Sections 8.1 and 8.2); unauthorised sub-licensing or transfer (Section 4.4); 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 reasonable request in connection with any claim; 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; or (e) any claim that Synthetic Content is defamatory, obscene or infringes the intellectual property or other rights of any third party.

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.

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.

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 4.6, 5, 6, 7, 8.2, 11.5, 11.6, 13 and 16 of this Agreement. 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.