Talent 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 “Photographs” means the photographs of yourself that you upload to the Platform.

1.2 “Character Sheet” means a file, or set of files, containing only: (a) your unmodified Photographs; (b) your listing reference and full name; and (c) the Licence Footer. “Unmodified” means that the image content of each Photograph is as you uploaded it: we do not resample, recompress, retouch, colour-adjust or otherwise alter it. Arranging your Photographs on a single canvas with the Licence Footer beneath them, and removing hidden file metadata (such as the device used, the location and the time taken) before Delivery, do not modify them. The Character Sheet contains no model, embedding, template, measurement or other representation derived from your Photographs. We do not create any such derived representation, and nothing in this Agreement authorises us to do so.

1.3 “Licensee” means a brand, agency, production company or other third party registered on the Platform that licenses your likeness for a Campaign.

1.4 “Campaign” means an advertising campaign a Licensee creates on the Platform, identified by its name, the brand or end client it is for, its campaign category and its Licence Tier, to which the Licensee adds the Talent it wishes to license.

1.5 “Checkout”means the Licensee’s payment for a Campaign through the Platform, including payment for a renewal.

1.6 “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”). Every Campaign Licence is worldwide.

1.7 “Campaign Licence” means the licence of your likeness that comes into existence directly between you and the relevant Licensee when we conclude it on your behalf under Section 6, on the terms of the Campaign, the Tier Schedule and the Licence Agreement.

1.8 “Delivery”means our provision of your Character Sheet to the Licensee under a Campaign Licence. “Delivered” is construed accordingly.

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

1.10 “Licence Revenue” means the gross amounts received by us from Licensees in consideration for Campaign Licences involving your likeness, net of (a) refunds and chargebacks, (b) payment-processor fees, and (c) any VAT or similar tax charged to the Licensee in addition to the fee. Any VAT we account for on our own share, or on our services to you, is paid out of our share and never reduces yours. Where a Licensee pays for a Campaign Licence involving you, in whole or in part, with a credit we gave it, or receives that Campaign Licence as a replacement under the Licence Agreement, we treat the full fee for that Campaign Licence as received from the Licensee.

1.11 “Licence Agreement” means our separate agreement with Licensees governing their access to the Platform and their use of Character Sheets and Synthetic Content.

1.12 “Conduct Event” has the meaning given in Section 10.3.

1.13A reference to a statute is a reference to it as amended or re-enacted. “Including” means including without limitation.

1.14 “Licence Footer” means the strip beneath your Photographs on the Character Sheet showing only: your 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 the Campaign Licence is scheduled to end; a statement that your Photographs are reference material used with your permission for that Campaign only; and our name or mark. Each item is information the Licensee already holds under its Campaign Licence. The Licence Footer tells everyone who holds your Character Sheet what the Campaign Licence allows; it does not change the Campaign Licence.

1.15 “Browse pages” means the pages of the Platform on which listed Talent are shown, to visitors and Licensees, for finding Talent for Campaigns, including search results and profile pages.

2. The two states of your listing

2.1 At any time, your participation on the Platform is in one of two states in respect of any Licensee, and the effect of withdrawal differs in each. This Section is the framework for the whole Agreement and every other provision is to be read consistently with it.

(a) Listed.Your profile is visible to Licensees and may be searched and shortlisted, and your public preview is visible to anyone visiting the Platform’s browse pages, as described in Section 5.6. You may switch your listing off or withdraw at any time under Section 12, in which case your listing is removed, no further Campaign Licence is concluded and nothing is owed by you to anyone.

(b) Delivered. A Campaign Licence has been concluded on your behalf and your Character Sheet Delivered. That Campaign Licence runs to the end of its stated term in accordance with its terms, even if you subsequently switch your listing off or withdraw from the Platform. Withdrawal stops all new Campaign Licences immediately but does not cut short one that has reached this state.

2.2 Because a Campaign Licence is concluded and Delivered at the moment a Licensee completes Checkout, there is no intermediate state. The decision that matters is whether your listing is on, and what your contract settings say.

3. Participation and identity verification

3.1 You must be at least 18 years old to participate. The Platform is currently intended for Talent resident in the United Kingdom. You may hold an account without verification, but your profile will not be listed on the marketplace, and no Campaign Licence may be concluded for you, until you have completed identity verification.

3.2 Verification is carried out by Stripe, not by us. Identity verification is performed by Stripe through Stripe Identity. You are redirected to Stripe, where you capture the required images yourself and Stripe performs the verification checks. We do not receive, hold or process the images or biometric verification data used in that process. We receive only the outcome of the check and the minimum associated metadata. Stripe’s processing is described in Stripe’s own privacy notice, which is presented to you before you begin verification, and any biometric processing involved is carried out by Stripe on the basis of your explicit consent given to Stripe.

3.3 We may require re-verification where we reasonably suspect fraud or impersonation, and we may suspend or de-list an account where verification cannot be completed. There is no route onto the marketplace that bypasses verification.

4. Ownership of your likeness and the rights you give us

4.1 You retain all ownership of your identity, your image and all intellectual property rights in your Photographs. Nothing in this Agreement transfers ownership of any of those rights to us or to any Licensee.

4.2 Grant to us, limited to operating the marketplace. You grant us a non-exclusive, worldwide, revocable licence, for the duration of your participation on the Platform, to: (a) host and store your Photographs; (b) display your profile to registered Licensees so that they can consider you for Campaigns, while you are listed under Section 5.1; (c) make reduced-size, watermarked and blurred copies of your Photographs and display your public preview, as described in Section 5.6, on the Platform’s browse pages, which anyone can view without an account, for the same purpose and for the same period; (d) compile your Photographs into your Character Sheet, which includes arranging them on a single canvas and adding your listing reference, your full name and the Licence Footer; and (e) Deliver your Character Sheet to a Licensee under, and only under, a Campaign Licence concluded on your behalf in accordance with Section 6. After you withdraw or this Agreement ends, this licence continues only as far as we need it to keep your Photographs and Character Sheet and make your Character Sheet available under a Campaign Licence that has reached Delivery, until we erase them under Section 12.4, and to continue proceedings under Section 4.6 started before you withdrew or this Agreement ended. You revoke this licence only by switching your listing off, which ends (b) and (c) at once, or by withdrawing under Section 12. It cannot be revoked in part: if you do not want a public preview, switch your listing off. Ending Section 4.6 under Section 4.6(h) ends only our right to bring new proceedings under that Section and does not affect the rest of this licence.

4.3 What we will not do. We will not: (a) create any model, embedding, template or other derived representation from your Photographs (the reduced-size, watermarked and blurred copies made for display under Section 4.2(c) are copies of your Photographs, not derived representations of you); (b) use any facial recognition or facial matching technology on your Photographs; (c) license your likeness to anyone except by concluding a Campaign Licence on your behalf in accordance with Section 6 and Delivering your Character Sheet under it; or (d) use your Photographs, your Character Sheet or any Synthetic Content in our own advertising or marketing, unless you have separately agreed in writing to that use. Displaying your profile and public preview on the browse pages, showing your profile, Photographs and Character Sheet to a Licensee in its account in connection with a Campaign or Campaign Licence, and showing them to you in your account, is the marketplace itself and is not use in our own advertising or marketing. Showing them anywhere else is: including in an advertisement, a social media post, an email or press material, on our home page or any other page that promotes Likeness, or in the image or text that appears when a link to the Platform is shared. We may advertise the Platform and link to the browse pages, but the advertisements themselves will not show your Photographs or public preview. Nothing in this Agreement, in your listing being on, or in any Campaign Licence is that agreement: it must be given separately, in writing and signed by you, and it is never a condition of being listed or of concluding any Campaign Licence. Printing our name or mark on your Character Sheet, so that every holder can see where it came from, is not use of your likeness in our advertising or marketing.

4.4 Moral rights and performers’ rights. To the extent (if any) that such rights arise in Synthetic Content generated under a Campaign Licence, and to the fullest extent permitted under Chapter IV of the Copyright, Designs and Patents Act 1988 and any comparable law elsewhere, you waive your moral rights and any performers’ rights in that Synthetic Content, in favour of the relevant Licensee and its permitted end client. This waiver is scoped to each Campaign Licence; it is not a blanket waiver and does not extend to any use outside the scope of a Campaign Licence.

4.5 Moral rights in your Photographs. Where you are the author of a Photograph, you waive, to the extent permitted by section 87 of the Copyright, Designs and Patents Act 1988, your rights under sections 77 and 80 of that Act in respect of (a) our making the reduced-size, watermarked and blurred copies described in Section 4.2(c) and compiling the Photograph into your Character Sheet under Section 4.2(d), and (b) its use as an input to reference-conditioned generation under a Campaign Licence, within the limits in Sections 6.5 and 7. This waiver is in favour of us and of each Licensee and permitted holder of your Character Sheet under a Campaign Licence. It does not extend to any use outside a Campaign Licence and does not waive any right in respect of a breach of Section 6.5 or Section 7.

4.6 Acting against people who copy your Photographs. (a) To the extent you own the copyright in a Photograph, the licence in Section 4.2 includes the right for us to bring proceedings in our own name, as far as section 101A of the Copyright, Designs and Patents Act 1988 allows, against anyone other than a Licensee or a holder of your Character Sheet under a Campaign Licence who, without permission, copies, publishes or otherwise uses that Photograph, or a copy of it, taken from the Platform or from a Character Sheet we Delivered. This is an express grant of a right of action under that section. Claims against a Licensee or holder are brought on your behalf under Sections 6.1 and 7.3, and what is recovered in them is yours. (b) You also authorise us, as your agent, to ask websites, hosts, search engines and platforms to remove copies of your Photographs taken from the Platform. We send those requests in our own name as your agent and identify you only by your listing reference. If a recipient insists on the owner’s name, we ask you first, because some recipients publish the requests they receive. Where you do not own the copyright in a Photograph, we make those requests on privacy and data protection grounds, not as a copyright claim. (c) We decide whether to act. We pay all the costs of acting, and we will pay, or repay you, any costs or other sum a court orders you or us to pay in proceedings under this Section, including on any counterclaim arising from them. You will never have to pay anything because of proceedings we bring or ask you to join under this Section. (d) We will tell you at least 14 days before we start proceedings, unless an urgent application is needed. The law normally requires the copyright owner to be a party: unless you agree in writing to join as a claimant, you will be named as a defendant in name only, you need not take part, and your name will appear in the court documents; where the court allows, we will ask for you to be identified by your initials in documents open to the public. An urgent application may name you as the copyright owner before the 14 days have passed. If you tell us within those 14 days that you do not want to be named, we will not take the claim beyond an urgent application. (e) We will not settle on terms that license your Photographs or likeness, release any claim of your own, or require anything of you, without your written agreement. (f) Your help is limited to confirming that you own the Photographs and did not give permission; you need not give evidence unless you agree, and we pay your reasonable expenses. (g) What we recover in proceedings under this Section, less our lawyers’ fees and the court fees for those same proceedings that the other side has not paid, is shared equally between you and us. We never deduct our own staff time, any costs a court orders us to pay, or the costs of any other proceedings. Where a recovery covers several Talent, or our own claims as well, we divide it as the court divides it; where a settlement does not divide it, we divide it in proportion to the number of Photographs of each Talent involved and attribute no more of it to our own claims than to the claims for your Photographs. We tell you how we divided it. We credit your share to your available balance within 14 days of receiving cleared funds; it then appears in your transaction history, is paid out under Section 9, and Section 8.2 applies to it as if it were revenue share; we may change the share only as Section 8.3 allows, and a change never applies to proceedings started before it takes effect. Anything awarded to you in your own name, if you join as a claimant, is yours in full and is not shared. (h) You may end this Section at any time by emailing support@likeness-app.com, without affecting proceedings already started; it also ends when this Agreement ends, except for proceedings already started. (i) You keep every right to bring your own claim (Section 11.3), but a court may take into account anything we have already recovered for the same copying. If a court reduces what you recover in your own claim for that reason, we will pay you the amount of that reduction, up to the share of our recovery that we kept.

5. Listing and your contract settings

5.1 Listing is a contract setting. Your profile is listed, and can be licensed, as soon as you have completed sign-up, uploaded your Photographs, set your contract settings and passed verification. You may switch your listing off at any time in your account settings, in which case your profile is removed from search and no further Campaign Licence is concluded for you, without affecting your account or any Campaign Licence that has reached Delivery, and you may switch it back on whenever you like. Being listed is a term of this Agreement, not a data protection consent: our lawful basis for hosting your Photographs and displaying your profile, including your public preview, is the performance of this Agreement, and our lawful basis for everything that follows is the performance of this Agreement and of each Campaign Licence. If you want to leave the Platform altogether, Section 12 applies. While your listing is off, no new Campaign Licence can be concluded for you and no Licensee can renew a Campaign Licence it already holds (Section 6.2). Campaign Licences already Delivered run to the end of their current term and you keep those fees.

5.2 Your contract settings are where you draw the lines. Because Campaign Licences are concluded without referring each one to you, your contract settings are the terms within which we may act. Through your contract settings page you choose which campaign categories you are open to. General advertising categories are on by default; the sensitive categories listed in Section 5.3 are off unless you switch them on. These settings are terms that bind every future Campaign Licence; they are commercial settings rather than data protection consents, and changing them is a contractual variation rather than a withdrawal of consent.

5.3The sensitive categories that are off unless you switch them on are: alcohol; gambling; tobacco and vaping; pharmaceutical products; fossil fuels; financial services; and swimwear (adverts that show you in swimwear). We may add categories from time to time and will notify you by email when new categories become available. Political content is not a category you can switch on because it is prohibited outright under Section 7. You can switch on alcohol, gambling or tobacco and vaping only if you are 25 or over, because UK advertising rules do not allow people under 25 to feature in those adverts. A Licensee must also not use you in those adverts in a way the rules forbid for someone who looks under 25. If you are under 25 and one of those categories is on, we switch it off and tell you. Tobacco advertising is banned in the UK and many other countries, so a Licensee may use you in a tobacco advert only where the law of the place where the advert runs allows it. Listings can be searched by campaign category on the Platform’s public browse pages (Section 5.6), so switching a sensitive category on makes it visible to anyone that you are open to it.

5.4We will (a) conclude a Campaign Licence only where the Campaign’s category is one you are open to; (b) treat your settings as recorded at the time of Checkout as a term of that Campaign Licence, so that any use within a category you had excluded is a breach of that Campaign Licence (a Campaign whose content shows, refers to or promotes the products of a category, or shows you with them or their branding, or shows you in swimwear, is a Campaign in that category); and (c) treat any Campaign Licence concluded in breach of your settings as voidable by you at no cost to you, with Section 17.2 applying.

5.5 A change to your settings takes effect immediately and applies to every Checkout after it. Campaign Licences already concluded remain subject to the settings that applied when they were concluded.

5.6 Your public preview.While you are listed, anyone visiting the Platform’s browse pages can see your public preview without an account. It shows: one of your Photographs, reduced in size and watermarked (any other Photograph appears only as a blurred image); your initials; your age range (a fixed band, for example 25–34); your gender; your nationality; your country of residence; and the bio you write. Visitors can search listings by country of residence, gender, age range and campaign category, so anyone can see which campaign categories you are open to, including any sensitive category you have switched on under Section 5.3. Your full name, your exact age, your date of birth, and your full-size Photographs are not shown publicly, and nor is any detail of your Campaign Licences, although while an exclusive Campaign Licence is running you will not appear in searches for the categories it covers. A Licensee sees your full name only once it has licensed you: it appears in its record of the Campaign Licence and is printed on your Character Sheet, so everyone who holds your Character Sheet under that Campaign Licence sees it too. Your name is there so that they can tell whose Character Sheet it is; the Licence Agreement forbids them to publish it, to use it to look you up, or to contact you except through us. People who are not logged in have not accepted the Licence Agreement. Our Terms of Service prohibit anyone, with or without an account, from copying or scraping the browse pages, we apply technical measures against it and we act on misuse we learn of, but we cannot prevent someone from viewing or saving what is shown. Someone who only visits may not be bound by those Terms as a contract, so we also rely on copyright where you own it (Section 4.6) and on data protection law. Your bio is public, and what you put in it is up to you. We never ask for anything about your health, religion, ethnicity, politics or sexuality; if you choose to include it, anyone can read it. We recommend leaving out your full name, contact details and social media handles, which would undo the protection of being shown by your initials, and we will remove anything about other people. Switching your listing off removes your public preview from the browse pages immediately.

6. How your likeness is licensed

6.1 Standing authority. By accepting this Agreement, you authorise us, for as long as your listing is on, as your disclosed agent, to conclude Campaign Licences on your behalf with Licensees we have approved, without referring each one to you, whenever a Licensee adds you to a Campaign that falls within your contract settings and completes Checkout. Each Campaign Licence is a direct contract between you and that Licensee. Our authority is limited to concluding Campaign Licences on the terms of the Campaign, the Tier Schedule and the Licence Agreement, Delivering your Character Sheet, collecting and accounting for the fee, and administering and enforcing each Campaign Licence on your behalf. We have no authority to conclude a Campaign Licence outside your settings, to vary the Tier Schedule for a particular Licensee, or to bind you to anything not published on the Platform. If we change the Licence Agreement or the Tier Schedule so that a Licensee could do more with your Photographs, your likeness or your name than before (for example a longer licence term, a wider scope of use, a new or wider exclusive tier, or any relaxation of the limits in Sections 6.5 and 7), that change is made under Section 22.4: we tell you at least 30 days before it takes effect, and you can switch your listing off or withdraw before then, without penalty. Changes to fees alone remain subject to Section 6.4.

6.2 What we check before a licence is concluded. At every Checkout, including a renewal, and for every Talent added to the Campaign, we check that: (a) your listing is on and your account is listable (verified and not suspended); (b) the Campaign’s category is one you are open to and, for an alcohol, gambling or tobacco and vaping Campaign, you are 25 or over; (c) no exclusive Campaign Licence under Section 6.7 is in force that the new licence would conflict with; (d) the Licensee has accepted the Licence Agreement and paid the fee for the Licence Tier; and (e) the Licensee is approved and not suspended; approval includes our sanctions check of the Licensee under Section 2.3 of the Licence Agreement. If any check fails, no Campaign Licence is concluded and nothing is Delivered.

6.3 We tell you every time.Every Campaign Licence is recorded in your account the moment it is concluded, showing the Licensee’s name, the brand or end client, the Campaign name, the category, the Licence Tier, the licence term, the Licence Tier fee and your share of it, and we notify you by email. You do not need to do anything in response.

6.4 Fees and the Tier Schedule. The fee for each Campaign Licence is the fee for the Licence Tier in the Tier Schedule at the time of Checkout. We may change the Tier Schedule by publishing a new version on the Platform; the change applies to Checkouts after publication and does not affect Campaign Licences already concluded.

6.5 Creative styling: what a Licensee may and may not change. A Licensee may depict you with different hair style and colour, makeup, wardrobe, accessories, pose, expression, setting and lighting, provided the Synthetic Content remains recognisably you. A Licensee may not alter your 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 you with a disability you do not have, may not depict you as a person under 18 in any circumstances, may show you in swimwear only if you have switched swimwear on, and may never depict you nude, partly nude, or in underwear or lingerie. These limits are terms of every Campaign Licence and a breach of them is a breach of Section 7.

6.6 Delivery. Delivery of your Character Sheet is gated on Checkout for a Campaign that passes the checks in Section 6.2, and will not occur without it. Delivery is immediate.

6.7 Exclusive licences. The Tier Schedule includes exclusive Licence Tiers. Under a category-exclusive Campaign Licence, we will not conclude any other Campaign Licence for you in the same campaign category for the licence term. Under a full-exclusive Campaign Licence, we will not conclude any other Campaign Licence for you at all for the licence term. An exclusive Campaign Licence can be concluded instantly under Section 6.1 like any other; you are told when it happens, and your account shows its category and when the exclusivity ends. While it runs, you must not allow your likeness to be used in any other AI-generated advertising or promotional content made for anyone other than yourself, whether through another platform or a direct arrangement: under a category-exclusive Campaign Licence, for products, services or causes in that campaign category; under a full-exclusive Campaign Licence, at all. This does not restrict photographs or filming of you, your own personal content, or content made under an arrangement you entered into before the exclusive Campaign Licence was concluded. If you break this promise, the Licensee may end that Campaign Licence and we will refund it pro rata; you lose your share of the refunded fee, which we may deduct under Section 9.3 or, if already paid out, from amounts that later become due to you (Section 8.2). Neither we nor the Licensee will claim anything else from you for it. If an exclusive Campaign Licence ends early, its exclusivity ends with it.

6.8 AI labelling. Licensees 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. That law and its regulators decide whether a label is needed: you cannot require one, and the Licence Agreement does not let you enforce labelling yourself, but you can complain to the regulator. Whatever the labelling rules, a Licensee may never present Synthetic Content as a real shoot, appearance or testimonial of yours, and you can enforce that directly.

7. Prohibited uses

7.1We will not knowingly conclude a Campaign Licence for any of the uses listed in Section 7.2, we contractually prohibit each Licensee from using your likeness for those uses, and a Licensee’s breach of Section 7.2 entitles us, on your behalf, to revoke the Campaign Licence immediately.

7.2 The following uses are prohibited for all Talent in all cases:

• (a) any content involving, sexualising or directed at minors, in any circumstances;
• (b) any pornographic or sexually explicit content, or content showing you nude, partly nude, or in underwear or lingerie, in any circumstances;
• (c) political advertising, election-related content, content depicting you 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, or content used to influence the outcome of an election;
• (d) defamatory, harassing, bullying, discriminatory or hateful content, or content that incites violence;
• (e) impersonation of you for the purposes of fraud, misrepresentation, identity theft, KYC circumvention or authentication bypass;
• (f) any use of your Photographs or Character Sheet for identification purposes of any kind, including facial recognition, facial verification, facial matching, or enrolment in any biometric or recognition system;
• (g) training, fine-tuning or adapting any model on your Photographs, your Character Sheet or any Synthetic Content, or creating any adapter, embedding, template or other persistent representation of you from them. The only permitted method of generation is reference-conditioned generation, in which your Character Sheet is supplied as an input to each individual generation and no persistent artefact derived from it is created or retained;
• (h) any styling change prohibited by Section 6.5;
• (i) any use that is unlawful under applicable law, including the Online Safety Act 2023, the Data (Use and Access) Act 2025, the Sexual Offences Act 2003, the Protection from Harassment Act 1997, the UK GDPR and the Data Protection Act 2018 and, where applicable to the Licensee, the EU AI Act;
• (j) any use within a category you had not switched on under Section 5 at the time of Checkout;
• (k) any use that a reasonable person would regard as bringing you into public disrepute; and
• (l) using your name or any other detail that identifies you in or with Synthetic Content or any published material, unless you have agreed in writing through us, or presenting any words or content as your own opinion or personal experience, or as a genuine review or testimonial from you.

7.3A Licensee’s breach of this Section entitles us to revoke the relevant Campaign Licence immediately, to suspend the Licensee’s access to the Platform, to require deletion of the offending content and of your Character Sheet, to pursue the Licensee on your behalf and at our cost, and, where appropriate, to report the Licensee to the relevant authorities.

8. Revenue share

8.1 We will share Licence Revenue with you. The standard revenue share is 50% to you and 50% to Likeness Ltd.

8.2 Earned money is never clawed back. Once an amount has been paid out to you, we will not seek to recover it, save in the case of fraud on your part, manifest error in the payment itself, or a breach of your exclusivity promise in Section 6.7, where we may deduct your share of the refunded fee from amounts that later become due to you. Deductions under Section 9.3 apply only to amounts not yet paid out.

8.3We may propose a change to the revenue share by giving you at least 60 days’ prior notice through the Platform and by email. If you do not agree, you may terminate this Agreement on written notice at any time before the change takes effect, and we will stop concluding new Campaign Licences and pay you any earned but unpaid amounts at the rate in force immediately before the change. Campaign Licences already concluded continue at the rate in force when they were concluded, for the remainder of their term.

8.4 Amounts owed to you are calculated and paid in Pounds Sterling (GBP) unless we agree otherwise in writing.

9. Payouts, payment processing and taxes

9.1 Each fee becomes available to you seven (7) days after we receive it from the Licensee; the holding period lets refunds, chargebacks and payment failures settle. You may request a payout of your available balance at any time through the Platform. We will pay amounts due within fourteen (14) calendar days of your request. If the fourteenth day falls on a weekend or bank holiday in England, we will pay on the next working day. Until it is paid out to you, your share of each fee, and any amount credited to you under Section 4.6, belongs to you: we hold it for you, not as our own money, show it in your transaction history, and pay it only to you or as you direct.

9.2We may set a minimum payout threshold, currently £5. A payout cannot be requested until your available balance reaches the threshold, except on termination of this Agreement, when any outstanding balance will be paid within fourteen (14) calendar days regardless of the threshold.

9.3 Before an amount has been paid out to you, we may deduct from your unpaid balance your share of: (a) a chargeback or payment reversal by a Licensee; (b) a credit or refund we give a Licensee under the Licence Agreement following a Conduct Event under Section 10.5; (c) a refund we give because your Character Sheet was never Delivered; and (d) a refund we give because you broke your exclusivity promise in Section 6.7. We never deduct a refund or credit we give because of our own error or breach, including a Campaign Licence we revoked in error. Each deduction is shown in your transaction history, and if a Campaign Licence involving you ends early we will email you to say which one and why. Section 8.2 applies to amounts already paid out.

9.4We process payments through third-party payment processors. Your payout may depend on the processor’s onboarding, verification and compliance checks, and you agree to provide the information those processors reasonably require. Payment-processor fees are deducted from gross amounts before calculation of Licence Revenue. We are not liable for failures, delays or errors caused by the payment processor, save to the extent caused by our own breach of this Agreement.

9.5 You are responsible for all taxes on amounts paid to you under this Agreement. You will, if requested, provide the tax information we need to meet our reporting and withholding obligations. Most individuals are not registered for VAT, and Campaign Licences involving you are concluded without VAT. You can tell us in your account if you are registered for VAT. If you are, or become, registered, you must give us your VAT registration number in your account, and tell us within 14 days if your registration ends. We will then switch your listing off, without penalty, until we can add VAT to fees for Campaign Licences involving you and issue VAT invoices in your name, and we will tell you when that is. Any VAT we collect for you is yours: it is not Licence Revenue, it is not shared, and we hold it for you under Section 9.1 and pay it to you with your share. Where we are required by law to withhold tax, we may do so and will give you evidence of the withholding.

10. Your representations, warranties and conduct

10.1 You represent and warrant to us, on the Effective Date and for as long as your listing is on, that:

• (a) you are at least 18 years old;
• (b) you are the individual depicted in the Photographs you upload;
• (c) you own the copyright in each Photograph or, where another person took it, you hold from that person a written assignment or licence sufficient to grant the rights in Section 4 and for each Campaign Licence, together with that person’s written waiver of their moral rights for those uses; and no person other than you is identifiable in any Photograph;
• (d) you are not subject to any exclusive arrangement, agency, union, guild or management contract that conflicts with this Agreement or with any Campaign Licence;
• (e) the information you provide to us, including your identity, date of birth, contact details and payment details, is accurate and kept up to date; and
• (f) you have no unspent conviction, within the meaning of the Rehabilitation of Offenders Act 1974, for an offence in any of the following categories: (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. This warranty is limited to unspent convictions in those five categories. We do not ask about, and you are not required to disclose, any spent conviction or any conviction outside those categories.

10.2 Keeping the warranties true. If, while your listing is on, the warranty in Section 10.1(f) ceases to be true, or you are charged with an offence in one of the categories it lists, you will tell us promptly by emailing support@likeness-app.com. You need only tell us that the warranty is no longer accurate; we do not need, and will not ask for, the details.

10.3 Conduct while you are listed. Licensees rely on your likeness being safe to associate with their brands for the whole of a Campaign Licence. You will not, while you are listed or while any Campaign Licence involving your likeness is running, engage in public actions that could seriously damage a Licensee or its end client. Each of the following is a “Conduct Event”: (a) the warranty in Section 10.1(f) is, or becomes, untrue; (b) you are charged with or convicted of an offence in a category listed in Section 10.1(f); or (c) you engage in public actions that could seriously damage a Licensee or its end client. Ordinary lawful conduct, private matters that do not become public, and views lawfully expressed on matters of public interest are not Conduct Events.

10.4 What we do and do not do with this. We do not carry out criminal record checks. We do not ask you to describe any conviction, and we do not record or store any information about convictions, charges or offences as part of your profile or account. What we record is that you accepted this Agreement, which version, and when. If you are unsure whether you can give the warranty in Section 10.1(f), contact support@likeness-app.com before you accept this Agreement; anything you choose to tell us is handled as described in the Privacy Policy, is kept out of your profile, is seen only by the people who need to answer you, and is deleted within three months of your query being resolved.

10.5 What happens on a Conduct Event. If a Conduct Event occurs, we may switch your listing off, and we and each affected Licensee may terminate any Campaign Licence involving your likeness under the Licence Agreement, including a Campaign Licence that has reached Delivery. Where a Campaign Licence is terminated under this Section: (a) any amount already paid out to you stays yours under Section 8.2; (b) we may adjust your unpaid balance under Section 9.3 to reflect any credit or refund we give the Licensee; and (c) the Licensee must stop using and delete your Character Sheet and Synthetic Content on the timetable in the Licence Agreement. We will tell you by email which Campaign Licences are affected and why. You may ask us to review a decision under this Section by emailing support@likeness-app.com, and a person, not an automated system, will make every decision under this Section.

11. Reporting misuse

11.1You may report any suspected misuse of your likeness through the Platform’s complaint form at any time, or by emailing support@likeness-app.com.

11.2We will acknowledge any report within 48 hours and investigate within a reasonable time. Where we find misuse we may revoke the relevant Campaign Licence on your behalf, suspend or terminate the Licensee’s account, require the Licensee and any party holding your Character Sheet to delete it and the offending content, and, where appropriate, report the matter to the police, Ofcom, the Information Commission or another competent authority. Where your report is about an intimate image of you on the Platform, Terms of Service Section 7.3 applies and we remove it within 48 hours. You also authorise us, as your agent, to ask websites, hosts, search engines and platforms to remove Synthetic Content made in breach of Section 7, and we will do so promptly, at our cost, when you ask.

11.3 Nothing in this Agreement limits any statutory right you have to report content directly to any authority, or to bring your own claim against a Licensee or anyone else who copies or misuses your Photographs. On request we will give you the information we hold that you reasonably need to do so.

12. Withdrawal and removal

12.1 You may withdraw from the Platform at any time through your account settings or by emailing support@likeness-app.com. Withdrawal is free, requires no reason, and takes effect as follows. Withdrawal ends this Agreement in respect of your listing; it is a termination of contract rather than a withdrawal of consent, and the two states in Section 2 fix its effect.

12.2 Immediately on your request: your listing, including your public preview, is removed from the marketplace and no further Campaign Licence will be concluded for you.

12.3 Campaign Licences that have reached Delivery continue to the end of their stated term in accordance with their terms, as set out in Section 2.1(b). At the end of each term the Licensee must cease all use of Synthetic Content, and every party holding your Character Sheet or any replacement of it must delete it and confirm deletion in writing, in accordance with the Licence Agreement.

12.4 Erasure. We will erase your Photographs and Character Sheet from the Platform within thirty (30) days of your withdrawal request, or, where a Delivered Campaign Licence is still running, within thirty (30) days after the last such licence ends, because we need them to administer that licence until then. This is subject to any longer retention required or permitted by law (for example for fraud prevention, tax, or the bringing or defence of legal claims), in which case we retain them only for as long as and to the extent required. Withdrawal does not affect the lawfulness of anything done before it took effect, and this Section is without prejudice to your rights under the UK GDPR and the Data Protection Act 2018, including your right of erasure under Article 17.

12.5 You will continue to receive the revenue share on all Campaign Licences that run to term after your withdrawal, on the terms of Sections 8 and 9.

13. Reporting and audit

13.1 Your transaction history in your account shows each Campaign Licence concluded involving your likeness, the fee paid, the amounts deducted under Section 1.10, the amount credited to you for it and the date it becomes available, every amount credited to you under Section 4.6, every deduction applied under Section 9.3, and every payout made to you.

13.2Not more than once in any 12-month period, you may request, on at least 30 days’ written notice, a review of the calculation of amounts due to you in the preceding 12 months, including the costs deducted and the division of any recovery under Section 4.6, for which we will show the accountant the settlement terms in confidence, carried out by an independent accountant you appoint at your own cost, subject to reasonable confidentiality terms. If the review identifies an underpayment of more than 5% of the amount actually due, we will pay the underpaid amount within 30 days and reimburse your reasonable audit costs, capped at £3,000 per audit.

14. Data protection

14.1 Likeness Ltd is the controller of the personal data we collect about you in connection with the Platform. The lawful basis for hosting your Photographs, displaying your profile to Licensees and your public preview on the browse pages, concluding Campaign Licences on your behalf, compiling and Delivering your Character Sheet, and administering Campaign Licences, revenue share and payouts is the performance of this Agreement (Article 6(1)(b) UK GDPR). We rely on consent only for identity verification (given by you to Stripe), marketing messages and advertising measurement with Meta. The purposes and lawful bases for all our processing, the recipients, retention periods, international transfer safeguards and your rights are set out in our Privacy Policy.

14.2 Our position on your Photographs. We process your Photographs as personal data and protect them accordingly. We do not process them for the purpose of uniquely identifying you or anyone else: we create no biometric templates, embeddings or models, and we use no facial recognition or matching technology. The only biometric processing connected with the Platform is the identity verification carried out by Stripe under Section 3.2, which is ringfenced from the Platform and in which we handle none of the underlying data.

14.3 Licences are concluded automatically. Matching a Campaign against your listing status and contract settings at Checkout, and concluding the Campaign Licence on your behalf, is done automatically by the Platform without human review. That automation is necessary to perform this Agreement, which is what you have asked us to do. Every Campaign Licence is recorded in your account, you may contest any Campaign Licence you believe falls outside your settings by emailing support@likeness-app.com, and a person will review it. You can stop the automation at any time by switching your listing off.

14.4 From Delivery, the Licensee is an independent controller of the personal data contained in your Character Sheet, bound by the Licence Agreement to use it only for the Campaign, to pass it only to the production companies and end client named in its delivery chain and to the providers of the AI tools, hosting and storage it uses for the Campaign, on the same restrictions, to keep it secure, never to use it for identification purposes, never to train or fine-tune any model on it, and to delete it and confirm deletion in writing at the end of the term.

14.5 Criminal offence data. We do not collect information about criminal convictions or offences, and your profile and account have no place for it. The warranty in Section 10.1(f) is a contractual promise, not a data field, and the only record we keep of it is your acceptance of this Agreement. Anything you volunteer under Section 10.2 or 10.4 is processed on the basis of your choosing to tell us, is kept out of your profile and is deleted as described in the Privacy Policy. If we decide that a Conduct Event has occurred, we tell each Licensee holding a live Campaign Licence for you only that a Conduct Event has occurred, not what it was, as the Privacy Policy (Section 5.3) explains. If we record a Conduct Event under Section 10.5, we keep a short note of the reason for three months and then delete it; after that we keep only the fact that it happened and when.

14.6 We will notify you without undue delay if we become aware of a personal data breach that is likely to result in a risk to your rights and freedoms, and we will give you the information required by Article 34 UK GDPR.

14.7 Data protection enquiries may be sent to support@likeness-app.com.

15. No employment, agency or performer relationship

15.1 Nothing in this Agreement creates an employment, worker, partnership, joint venture, franchise, endorsement or performer relationship between you and us or between you and any Licensee. You are not our employee or worker. Our agency for you is limited strictly to the authority described in Section 6.1.

15.2To the fullest extent permitted by law, nothing in this Agreement is intended to give you the rights of a “performer” within the meaning of Part II of the Copyright, Designs and Patents Act 1988 in respect of Synthetic Content. The waiver in Section 4.4 is given on a precautionary basis and does not constitute an acknowledgment that performer status arises.

16. Warranties and limitation of liability

16.1The Platform is provided on an “as available” basis and, except as expressly set out in this Agreement, we make no warranty that the Platform will be uninterrupted, error-free or meet any particular requirement.

16.2 We do not generate Synthetic Content and we are not responsible for content created by Licensees or by third-party tools, provided we have complied with our obligations under Sections 4, 5, 6, 7, 11 and 12 and with the Licence Agreement in place with the relevant Licensee.

16.3Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability under section 2(3) of the Consumer Protection Act 1987; (d) any liability under the Data Protection Act 2018 or the UK GDPR that cannot lawfully be excluded or limited; (e) our obligation to pay you the revenue share properly due under Section 8, or to pay you, or pay on your behalf, any amount Section 4.6 says we pay, including your share of any recovery; or (f) our liability for showing your Photographs, profile or personal information to anyone, or in any way, that Section 4.3 or Section 5.6 does not allow.

16.4 Subject to Section 16.3, neither party is liable to the other for any loss of profit, loss of revenue, loss of goodwill or reputation (other than under an indemnity in Section 17), loss of anticipated savings, or indirect, consequential, special or punitive loss, howsoever arising.

16.5Subject to Section 16.3, each party’s total aggregate liability under or in connection with this Agreement is capped at the greater of (a) £500 and (b) the total amount paid or payable to you under this Agreement in the 12 months immediately preceding the event giving rise to the claim.

17. Indemnities

17.1 Your indemnity. You will indemnify us and our officers, employees and agents against any claim, loss, damage, cost or liability (including reasonable legal costs) arising out of any breach by you of Section 10, including any third-party claim that you are not the individual depicted, that you do not have the right to license your likeness, that you are under 18, or that your participation breaches a conflicting arrangement.

17.2 Our indemnity. We will indemnify you against any third-party claim brought against you to the extent it arises out of (a) our conclusion of a Campaign Licence in breach of Section 7 (Prohibited uses) or outside your contract settings under Section 5, or (b) our Delivery of your Character Sheet otherwise than under a Campaign Licence concluded in accordance with Section 6.

17.3Each indemnity is subject to the indemnified party (a) notifying the indemnifying party promptly, (b) giving the indemnifying party reasonable control of the defence and settlement, save that no settlement may be made without the indemnified party’s consent where it involves an admission of wrongdoing by the indemnified party, and (c) co-operating in the defence at the indemnifying party’s reasonable cost.

17.4 The indemnities in this Section are subject to the cap in Section 16.5, except that your indemnity under Section 17.1 for a claim that you are under 18 or are not the individual depicted is not capped.

18. Term and termination

18.1 This Agreement starts on the Effective Date and continues until terminated in accordance with this Section.

18.2Either party may terminate for convenience at any time on 30 days’ written notice. You may also terminate at any time, with immediate effect, by withdrawing under Section 12.

18.3 Either party may terminate immediately on notice if the other is in material breach and, where the breach is capable of remedy, has not remedied it within 14 days of a written request.

18.4 We may suspend or terminate immediately on notice if (a) we reasonably suspect fraud, impersonation or breach of Section 10, or a Conduct Event has occurred, (b) we are required to do so by law or a competent authority, or (c) the Platform is discontinued.

18.5 On termination: (a) your listing is removed and no further Campaign Licence will be concluded; (b) Campaign Licences that have reached Delivery continue to term under Section 2.1(b), unless terminated under Section 10.5; (c) we will pay you any earned but unpaid amounts within fourteen (14) calendar days, and afterwards pay each further amount that becomes due to you, including the revenue share on Campaign Licences running to term and your share of any recovery under Section 4.6, within fourteen (14) calendar days of it becoming available, without your needing to request it and regardless of the threshold in Section 9.2, to the payout account you last gave us. We keep your payout details for as long as an amount may still become due to you. If we cannot pay you, we keep the amount for you and pay it when you contact us; (d) your data is handled under Section 12.4; and (e) Sections 1, 2, 4.1 to 4.5, 4.6 (for proceedings started before termination), 7, 8.2, 9.5, 10.5, 12, 13, 14, 15, 16, 17, 18.5 and 19 to 23 survive.

19. Governing law

19.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject-matter or formation, is governed by and construed in accordance with the laws of England and Wales.

20. Dispute resolution and jurisdiction

20.1 If a dispute arises between you and us, we will try to resolve it by good-faith discussion first. Either party may notify the other in writing of the dispute and the parties will then have 30 days to try to resolve it before starting legal proceedings. This does not prevent either party from applying to a court for urgent injunctive or other interim relief.

20.2 Subject to Section 20.1, the courts of England and Wales have exclusive jurisdiction, except that, where you are a consumer habitually resident in the United Kingdom or the European Economic Area, you retain the right to bring proceedings in the courts of your place of residence to the extent required by applicable mandatory law.

21. Notices

21.1 We may give you notices by email to your registered address, by in-Platform message, or by post to your registered address. A notice by in-Platform message or email is treated as received on the day it is sent; a notice by post is treated as received two working days after posting.

21.2 You may give us notices by email to support@likeness-app.com or in writing to our registered office. A notice you send us by email is treated as received on the day it is sent.

22. General

22.1 Entire agreement. This Agreement (including the Terms of Service, the Privacy Policy and the Cookie Policy incorporated by reference) is the entire agreement between you and us on its subject-matter and supersedes any prior agreement or understanding on that subject. Nothing in this Section excludes liability for fraud or fraudulent misrepresentation.

22.2 Severability. If any provision is or becomes invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary to make it valid or, if that is not possible, deemed deleted, without affecting the remainder.

22.3 Assignment. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition or sale of all or substantially all of our assets, on written notice to you, provided the assignee assumes our obligations in full, including Section 4.3.

22.4 Variation.We may amend this Agreement by giving you at least 30 days’ notice by email and through the Platform, stating what is changing and when it takes effect. If you do not agree, withdraw under Section 12 before that date. If your listing is on after that date, the amended terms apply to you. Campaign Licences already concluded are not affected by an amendment. An amendment to Section 8.2, 9 or 13 that is less favourable to you does not apply to any amount credited to you before it takes effect, or to amounts earned on Campaign Licences concluded before it takes effect. If you have not withdrawn by the date stated in the notice, the amended terms apply to you whether or not your listing is on. Changes to the revenue share remain subject to Section 8.3, and changes to the Tier Schedule to Section 6.4. 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.

22.5 No waiver. A failure or delay to exercise a right is not a waiver of it, and no single or partial exercise prevents further exercise of that or any other right.

22.6 Force majeure. Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control.

22.7 Third-party rights. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement, except that a Licensee under a Campaign Licence may enforce the waivers in Sections 4.4 and 4.5 to the extent needed to exercise that Campaign Licence. The parties may vary or rescind this Agreement without the consent of any third party.

23. Acceptance

23.1You accept this Agreement by ticking the “I agree” box in the Platform sign-up flow. Immediately above that box we display a short plain-English summary of the commitments you are making, including the public preview under Section 5.6, our right to act against people who copy your Photographs and share what we recover under Section 4.6, the warranties in Section 10.1, the standing authority in Section 6.1 and the effect of exclusive licences under Section 6.7, including your promise not to appear in other AI-generated advertising while one runs. That summary is there so that you are not taken by surprise; it does not vary the operative terms, and where it differs from this Agreement, this Agreement prevails.

23.2Your consent to identity verification is given to Stripe, on Stripe’s own screen. Any consent to receive marketing messages from us is requested separately, is never pre-ticked, and is not a condition of participation. We record the version of this Agreement you accepted and the date, time, email address and IP address associated with your acceptance, together with the notices we send you of later amendments, and those records are evidence of this Agreement and of those notices.

23.3 If you accepted an earlier version of this Agreement, this version applies to you from the date stated in our notice of the change under Section 22.4, and replaces the earlier version from that date. You do not need to do anything. Licences already granted under the earlier version continue on their own terms. For you, references in this Agreement to the Effective Date mean that date.