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 your unmodified Photographs, together with your listing reference and professional name. 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 taxes we are required to collect and remit on those amounts.

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.

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. 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 for the purpose of marketing your availability for Campaigns, while you are listed under Section 5.1; (c) compile your Photographs into your Character Sheet; and (d) Deliver your Character Sheet to a Licensee under, and only under, a Campaign Licence concluded on your behalf in accordance with Section 6.

4.3 What we will not do. We will not: (a) create any model, embedding, template or other derived representation from your Photographs; (b) use any facial recognition or facial matching technology on your Photographs; (c) sub-license your likeness except by Delivering your Character Sheet under a Campaign Licence concluded in accordance with Section 6; 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. 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.

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.

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 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.

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, and whether every piece of Synthetic Content made from your likeness must carry a visible AI-generated disclosure (the “AI-disclosure election”). 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.

5.3 The sensitive categories that are off unless you switch them on are: alcohol; gambling; tobacco and vaping; pharmaceutical products; fossil fuels; and financial services. 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.

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; 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.

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 registered Licensees, 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.

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; (c) no exclusive Campaign Licence under Section 6.7 is in force that the new licence would conflict with; and (d) the Licensee has accepted the Licence Agreement and paid the fee for the Licence Tier. 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 Campaign name, the category, the Licence Tier, the licence term and your fee, 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, and may not depict you as a person under 18 in any circumstances. 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 when the exclusivity ends. Exclusivity binds only what we conclude through the Platform; it does not restrict anything you do outside it unless the Tier Schedule says otherwise.

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, 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 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; and
• (k) any use that a reasonable person would regard as bringing you into public disrepute.

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 or manifest error in the payment itself. 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.

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 If a Licensee refunds, cancels or charges back a Campaign Licence before the corresponding amount has been paid out to you, or if we credit or refund a Licensee under the Licence Agreement following a Conduct Event under Section 10.5, we may deduct the corresponding amount (net of any non-recoverable costs) from your unpaid balance, and the deduction will be shown in your transaction history. 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. Amounts are stated exclusive of VAT; if VAT applies, we will add it on receipt of a valid VAT invoice or valid self-billing arrangement. 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 or control all rights necessary to grant the rights in Section 4 and for each Campaign Licence concluded on your behalf;
• (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 Commissioner’s Office or another competent authority.

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. 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 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 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 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 amount credited to you for it, 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, 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, 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) and for marketing messages. 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 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 or hold information about criminal convictions or offences. The warranty in Section 10.1(f) is a contractual promise, not a data field, and the only record we keep 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.

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 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; or (e) our obligation to pay you the revenue share properly due under Section 8.

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 in respect of your age or identity 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 thereafter the revenue share on any Campaign Licences running to term as it falls due; (d) your data is handled under Section 12.4; and (e) Sections 1, 2, 4.4, 7, 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.

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.

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. A change to Section 10 is the exception: it applies to you only once you have confirmed it through the Platform, and your listing is switched off, without penalty, from the date stated in the notice until you do. Campaign Licences already concluded are not affected by an amendment. Changes to the revenue share remain subject to Section 8.3, and changes to the Tier Schedule to Section 6.4.

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 waiver in Section 4.4 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 warranties in Section 10.1, the standing authority in Section 6.1 and the effect of exclusive licences under Section 6.7. 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 treated as conclusive evidence of this Agreement in the absence of manifest error.