Talent Agreement

1. Definitions

In this Agreement the following terms have the meanings given below:

• 1.1 “Likeness” means the photographs you upload to the Platform, any biometric data derived from them, and any models, embeddings or other digital representations we create from them for the purpose of identity-preserving synthetic image generation.
• 1.2 “Licence” means a licence granted by us to a Licensee under which the Licensee is authorised to generate synthetic images using your Likeness, on the terms of our separate licence agreement with that Licensee (the “Licence Agreement”).
• 1.3 “Licence Revenue” means the gross amounts received by us from Licensees in consideration for Licences, net of (a) refunds and chargebacks, (b) payment-processor fees, and (c) any taxes we are required to collect and remit on those amounts.
• 1.4 “Personal Data”, “Processing”, “Controller” and related terms have the meanings given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
• 1.5 “Prohibited Uses” has the meaning given in Section 5.
• 1.6 “Synthetic Image” means any image generated, in whole or in part, by AI or machine-learning techniques using your Likeness.

2. Participation

2.1 You may upload photographs of your face from multiple angles through the Platform so that we can create your Likeness and make it available for Licensing. You are not obliged to upload any images and you may stop uploading at any time.

2.2 We will store the photographs you upload and may derive and store mathematical representations (including embeddings and models) from them for the purposes set out in Section 4 and Section 13. We will hold and process that data as described in our Privacy Policy.

2.3 You must be at least 18 years old to participate. We may require identity verification before activating your account and may suspend or remove your account if we cannot verify your identity.

3. Ownership of Likeness and Licence Grant

3.1 You retain all ownership of your identity and all intellectual property rights in the photographs you upload. Nothing in this Agreement transfers ownership of those rights to us.

3.2 Grant of licence. Subject to this Agreement, you grant us a non-exclusive, worldwide, sub-licensable licence, for the duration of your participation in the Platform, to:

• (a) host, store, display and otherwise process your Likeness on the Platform;
• (b) create, store, use and improve embeddings, models and other derived works from your Likeness, solely for the purpose of generating Synthetic Images under Licences;
• (c) grant Licences to Licensees authorising them to generate Synthetic Images using your Likeness, within the scope of Section 4 and subject to the restrictions in Sections 5 and 6; and
• (d) use your Likeness and Synthetic Images to demonstrate and market the Platform, but only with your prior written consent (including any documented in-Platform consent toggle) for each promotional use.

3.3 The licence in Section 3.2 is royalty-free to us, save that we will share Licence Revenue with you as set out in Section 7.

3.4 Moral rights and performers’ rights. To the fullest extent permitted under Chapter IV of the Copyright, Designs and Patents Act 1988 and any comparable law in any other jurisdiction, you waive any moral rights and, to the extent (if any) that such rights arise, any performers’ rights you may have in your Likeness or in any Synthetic Images generated under a Licence. This waiver is given in favour of us and the Licensees.

4. Consent to Processing and Synthetic Image Generation

4.1 Biometric data. You understand that the photographs you upload, and the embeddings and models we derive from them, constitute biometric data which is capable of uniquely identifying you. Biometric data is special category personal data under Article 9 of the UK GDPR.

4.2 Explicit consent (Article 9(2)(a) UK GDPR). You expressly and freely consent to us processing your biometric data for the following specific purposes:

• (a) creating, storing, maintaining and improving a licensable model of your Likeness on the Platform;
• (b) making that model available, through Licences, to Licensees so they can generate Synthetic Images of you;
• (c) operating, securing, monitoring and auditing the Platform, including fraud prevention and abuse detection; and
• (d) complying with our legal and regulatory obligations.

4.3 You understand that Licensees may generate Synthetic Images using your Likeness, that those images may depict scenarios that did not occur in real life, and that once a Synthetic Image has been generated and distributed we may not be able to recall it.

4.4 You can withdraw consent at any time. You have the right to withdraw your consent at any time, without affecting the lawfulness of processing carried out before withdrawal. Section 13 explains exactly how withdrawal, removal and erasure work.

4.5 Transparency information. The information required by Articles 13 and 14 of the UK GDPR (including our identity as Controller, retention periods, recipients, international transfer safeguards, and your rights of access, rectification, erasure, restriction, portability and objection, and your right to complain to the Information Commissioner’s Office) is set out in our Privacy Policy, which you should read together with this Agreement.

5. Prohibited Uses

5.1 We will not knowingly grant a Licence for any of the uses listed in Section 5.2, we will contractually prohibit each Licensee from using your Likeness for those uses, and we will treat any Licence granted in breach of Section 5.2 as a material breach by us or by the Licensee (as applicable).

5.2 The following uses (the “Prohibited Uses”) are prohibited for all Talent in all cases:

• (a) any content involving, sexualising or directed at minors, in any circumstances;
• (b) 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;
• (c) defamatory, harassing, bullying, discriminatory or hateful content, or content that incites violence;
• (d) impersonation of you for the purposes of fraud, misrepresentation, identity theft, KYC circumvention or biometric-authentication bypass;
• (e) any use that is unlawful under applicable law, including (without limitation) 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;
• (f) any use that you have opted out of under Section 6; and
• (g) any use that a reasonable person would regard as bringing you into public disrepute.

5.3 Enforcement. The Prohibited Uses are written into every Licence Agreement we grant. A Licensee’s breach of any Prohibited Use entitles us to revoke the Licence immediately, to suspend the Licensee’s access to the Platform, to pursue the Licensee for damages, and (where appropriate) to report the Licensee to relevant authorities.

6. Industry Opt-Out Controls

6.1 You may restrict, through the Platform’s opt-out controls, the industries, categories or types of Licensee that may generate Synthetic Images of you. The available opt-out categories include (without limitation) alcohol, gambling, tobacco and vaping, firearms, religious advertising, and political content. We may add further categories from time to time and will notify you in the Platform when new categories become available.

6.2 We will (a) filter all incoming Licence requests against your current opt-out selections and refuse to grant any Licence that falls into a category you have opted out of; (b) write your opt-outs into the terms of each Licence we grant, so that any use by a Licensee within an opted-out category is a breach of that Licence; and (c) treat any Licence granted in breach of your opt-outs as voidable by us at no cost to you.

6.3 You may change your opt-out selections at any time. A change to your opt-outs takes effect within three (3) working days and applies to all Licences granted after that date. Licences granted before the change remain subject to the opt-outs that applied at the time of grant.

7. Revenue Share

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

7.2 Changes to the revenue share. We may propose a change to the revenue share percentages by giving you at least 60 days’ prior written notice (through the Platform and by email). If you do not agree to the proposed change, you may terminate this Agreement on written notice at any time before the change takes effect. If you terminate on that basis, we will (a) stop granting new Licences and (b) pay you any earned but unpaid amounts at the rate in force immediately before the change. Any Licences already granted at the time of a change continue at the rate in force when they were granted, for the remainder of their term.

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

8. Payout Schedule

8.1 You may request a payout at any time through the Platform. We will pay amounts due to you within fourteen (14) calendar days of your payout request, in respect of Licence Revenue actually received by us up to the date of your request. If the fourteenth day falls on a weekend or bank holiday in England, we will pay on the next working day.

8.2 We may set a minimum payout threshold of £10. Amounts earned below that threshold are available to request but will not be processed until the balance reaches the threshold, except on termination of this Agreement, when any outstanding balance will be paid within fourteen (14) calendar days.

8.3 If a Licensee refunds, cancels or charges back a Licence, we may deduct the corresponding amount (net of any non-recoverable costs) from your next payout. We will explain any such deduction on your payout statement.

9. Payment Processing

9.1 We process payments through one or more third-party payment processors selected by us. Your payout may depend on the payment processor’s onboarding, verification and compliance checks. You agree to provide the information those processors reasonably require.

9.2 Payment-processor fees are deducted from gross Licence amounts before calculation of Licence Revenue (see Section 1.3). We are not liable for failures, delays or errors caused by the payment processor, save to the extent we have caused them by our own breach of this Agreement.

10. Taxes

10.1 You are responsible for determining and paying all taxes (including income tax, self-employment tax, VAT, GST and any equivalent) on amounts paid to you under this Agreement.

10.2 You will, if requested, provide us with the tax information we need to meet our own reporting and withholding obligations (for example, a self-billing agreement, VAT number, or tax-residence certificate). Amounts paid to you are stated exclusive of VAT; if VAT applies, we will add it to your payout on receipt of a valid VAT invoice or a valid self-billing arrangement.

10.3 Where we are required by law to withhold tax from a payment to you, we may withhold the amount required and will give you evidence of the withholding so you can claim treaty relief where available.

11. Talent Representations and Warranties

You represent and warrant to us, on and from the Effective Date and on each occasion you upload images or accept a Licence, that:

• (a) you are at least 18 years old;
• (b) you are the individual depicted in the photographs you upload;
• (c) you own or otherwise control all rights necessary to grant the licence in Section 3 and the consents in Section 4;
• (d) you are not subject to any existing exclusive arrangement, agency, union, guild or management contract that would conflict with the licence granted under this Agreement;
• (e) your consent under Section 4 is freely given, specific, informed and unambiguous; and
• (f) the information you provide to us (including your identity, age, address and payment details) is accurate and kept up to date.

12. Reporting Misuse

12.1 You may report any suspected misuse of your Likeness through the Platform’s support system at any time. You may also email abuse@likeness-app.com.

12.2 We will acknowledge any abuse report within 48 hours and will investigate it within a reasonable time. Where we find that misuse has occurred, we may (a) revoke the relevant Licence, (b) suspend or terminate the relevant Licensee’s account, (c) require the Licensee to delete the offending content, and (d) where appropriate, report the matter to the police or to another competent authority.

12.3 Nothing in this Agreement limits any statutory right you have to report content directly to the police, to Ofcom under the Online Safety Act 2023, to the Information Commissioner’s Office, or to any other competent authority.

13. Withdrawal of Consent, Removal and Erasure

13.1 You may withdraw your consent given under Section 4, and request removal of your Likeness from the Platform, at any time through the Platform’s account settings or by emailing privacy@likeness-app.com.

13.2 Withdrawal takes effect within seven (7) days of your request. From the effective date of withdrawal:

• (a) we will stop granting new Licences involving your Likeness;
• (b) we will notify existing Licensees that your consent has been withdrawn and will require them to stop generating any further Synthetic Images using your Likeness;
• (c) Synthetic Images already generated and distributed before the effective date of withdrawal may continue to exist in the hands of Licensees and third parties, and we do not warrant that we can recall or delete them, although we will use reasonable efforts to assist you in doing so on request; and
• (d) we will erase the underlying photographs, biometric data, embeddings and derived models within thirty (30) days, except to the extent that we are required or permitted to retain them by law (for example, for fraud prevention, tax or the defence of legal claims), in which case we will retain them only for as long as and to the extent required.

13.3 Timeline summary. For clarity, the processes in this Section 13 operate sequentially: (a) consent withdrawal takes effect within seven (7) days, at which point no new Licences may be granted; (b) if you also close your account, account closure takes effect within fourteen (14) days of your request under the Terms of Service; and (c) erasure of your underlying biometric data is completed within thirty (30) days of your withdrawal or closure request. These timelines run concurrently where both withdrawal and account closure are requested together.

13.4 Withdrawal of consent does not affect the lawfulness of processing we carried out before the withdrawal. This Section 13 is without prejudice to your rights under the UK GDPR and the Data Protection Act 2018, including your right of erasure under Article 17 UK GDPR.

14. Reporting and Audit

14.1 We will provide you with a payout statement through the Platform on each occasion a payout is processed showing: (a) the number of Licences granted involving your Likeness in the relevant period; (b) the gross amounts received from Licensees; (c) payment-processor fees, refunds and other deductions applied in calculating Licence Revenue; and (d) the amount payable to you.

14.2 Not 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. The review will be carried out by an independent accountant you appoint at your own cost, subject to the accountant agreeing reasonable confidentiality terms. If the review identifies an underpayment of more than 5% of the amount actually due to you for the audited period, we will (i) pay the underpaid amount within 30 days and (ii) reimburse your reasonable audit costs, capped at £3,000 per audit.

15. Data Protection

15.1 Likeness Ltd is the Controller of the Personal Data we collect about you in connection with the Platform, including the biometric data described in Section 4. The purposes and lawful bases for our processing, the recipients, retention periods, international transfer safeguards, and the rights available to you (including your rights of access, rectification, erasure, restriction, portability and objection, and your right to withdraw consent and to complain to the Information Commissioner’s Office) are set out in our Privacy Policy, which is incorporated into this Agreement by reference.

15.2 We have carried out a Data Protection Impact Assessment in respect of our processing of biometric data for Synthetic Image generation, and we will review it at reasonable intervals in line with ICO guidance. A summary of the DPIA is available on request by contacting dpo@likeness-app.com.

15.3 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.

15.4 Data Protection Officer. Likeness Ltd has appointed a Data Protection Officer (DPO) who can be contacted at dpo@likeness-app.com. The DPO is responsible for overseeing our data protection strategy and ensuring compliance with applicable data protection laws.

16. No Employment, Agency or Performer Relationship

16.1 Nothing in this Agreement creates an employment, worker, agency, partnership, joint venture, franchise, endorsement or performer relationship between you and Likeness Ltd or between you and any Licensee. You are not our employee or worker, and you have no authority to bind us.

16.2 For the avoidance of doubt, and to 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 Images generated under a Licence. The waiver in Section 3.4 is given on a precautionary basis and does not constitute an acknowledgment that performer status arises.

17. Warranties and Limitation of Liability

17.1 The 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.

17.2 We do not ourselves generate Synthetic Images and we are not responsible for content created by Licensees or by third-party tools, provided that we have complied with our obligations under Sections 5, 6, 12 and 13 and with the Licence Agreement we have in place with the relevant Licensee.

17.3 Liabilities that cannot be limited. Nothing 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 that cannot lawfully be limited or excluded, including any liability under the Data Protection Act 2018 or the UK GDPR to the extent the law does not permit exclusion or limitation; or (e) Likeness Ltd’s obligation to pay you the revenue share properly due under Section 7.

17.4 Exclusion of indirect loss. Subject to Section 17.3, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit; (b) loss of revenue; (c) loss of goodwill or reputation (other than liability under an indemnity in Section 18); (d) loss of anticipated savings; or (e) indirect, consequential, special or punitive loss, in each case howsoever arising.

17.5 Aggregate cap. Subject to Section 17.3, each party’s total aggregate liability to the other under or in connection with this Agreement is capped at the greater of (a) £500 and (b) the total amount paid or payable to Talent under this Agreement in the 12 months immediately preceding the event giving rise to the claim.

18. Indemnities

18.1 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 or in connection with any breach by you of the representations and warranties in Section 11, 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.

18.2 Our indemnity. We will indemnify you against any third-party claim brought against you to the extent that claim arises out of our wrongful grant of a Licence in breach of Section 5 (Prohibited Uses) or Section 6 (Industry Opt-Out Controls).

18.3 Each indemnity in this Section 18 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.

18.4 The indemnities in this Section 18 are subject to the overall cap in Section 17.5, except that your indemnity under Section 18.1 in respect of your age or identity is not capped.

19. Term and Termination

19.1 This Agreement starts on the Effective Date and continues until it is terminated in accordance with this Section 19.

19.2 Either party may terminate this Agreement for convenience at any time on 30 days’ written notice.

19.3 Either party may terminate this Agreement immediately on notice if the other party is in material breach of this Agreement and (where the breach is capable of remedy) has not remedied the breach within 14 days of a written request to do so.

19.4 We may suspend or terminate this Agreement immediately on notice if (a) we reasonably suspect fraud, misuse or breach of Section 11, (b) we are required to do so by law or by a competent authority, or (c) the Platform is discontinued.

19.5 You may terminate at any time by requesting removal of your Likeness under Section 13.

19.6 On termination of this Agreement: (a) we will stop granting new Licences; (b) Licences already granted continue subject to Section 13 and the relevant Licence Agreement; (c) we will pay you any earned but unpaid amounts within fourteen (14) calendar days of termination; (d) you stop having access to the Platform; and (e) Sections 4.5, 5, 10, 13, 14, 15, 16, 17, 18, 19.6, 20, 21, 22 and 23 survive termination.

20. Governing Law

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.

21. Dispute Resolution and Jurisdiction

21.1 If a dispute arises between you and us, we will try to resolve it by good-faith discussion in the first instance. 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 any legal proceedings.

21.2 Subject to Section 21.1, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, 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.

22. Notices

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

22.2 You may give us notices under this Agreement by email to legal@likeness-app.com or in writing to our registered office.

23. General

23.1 Entire agreement. This Agreement (including the Privacy Policy incorporated by reference) is the entire agreement between you and us in relation to its subject-matter and supersedes any prior agreement or understanding between us on that subject. Nothing in this Section 23.1 excludes liability for fraud or fraudulent misrepresentation.

23.2 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, or, if that is not possible, deemed deleted. Such modification or deletion will not affect the validity and enforceability of the rest of this Agreement.

23.3 Assignment. You may not assign, transfer, charge, sub-contract or deal in any other manner with any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer this Agreement to an affiliate, or to any successor in connection with a merger, acquisition or sale of all or substantially all of our assets, on written notice to you.

23.4 Variation. Except as permitted by Section 7.2 (changes to the revenue share), we may amend this Agreement by giving you at least 30 days’ written notice. If you do not agree to the amendment, you may terminate this Agreement under Section 19 before the amendment takes effect, and we will pay out any earned but unpaid amounts. For material changes affecting Sections 3, 4, 5 or 7, we will require you to re-confirm your acceptance through the Platform before the amended terms apply to you. For all other amendments, continued use of the Platform after the amendment takes effect is deemed acceptance of the amended terms.

23.5 No waiver. A failure or delay by either party to exercise a right under this Agreement is not a waiver of that right, and no single or partial exercise of a right prevents further exercise of that or any other right.

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

23.7 Third-party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that each Licensee is entitled to the benefit of, and may enforce directly against you, the licences and waivers in Sections 3 and 4 to the extent needed to exercise its Licence. The parties may vary or rescind this Agreement without the consent of any third party.

24. Acceptance

You accept this Agreement by ticking the “I agree” box in the Platform sign-up flow. Your acceptance of this Agreement is separate from your acceptance of our Cookie Policy, which is presented as a distinct consent at sign-up. We record the version of this Agreement you accepted, the date and time of your acceptance, and the email address and IP address associated with your acceptance. The record of your acceptance is treated as conclusive evidence of this Agreement between you and us, in the absence of manifest error.