Buyer Terms of Use

• Authorised Use means any use of a Talent's Digital Twin by a Buyer pursuant to a Talent Licence that complies with: (a) the Usage Terms selected by the Talent; (b) these Terms; (c) the Digital Twin Creation Guidelines; and (d) all applicable laws and advertising regulations.
• Authorised User Account means an account (together with login details) which entitles a Buyer's personnel to access and use the Twinnin Platform to browse Talent profiles and obtain Talent Licences, subject to successful completion of KYC verification and payment of any applicable Platform Fees.
• Business means a commercial entity that is purchasing or supplying the Talent Services in connection with a trade, craft or profession.
• Buyer means a brand, production company, advertising agency, content creator, filmmaker, or other commercial buyer that licenses a Digital Twin from Talent through the Twinnin Platform for use in advertising, film, fashion, retail, training data, or other commercial projects.
• Digital Twin means the AI-generated digital representation of a Talent's visual likeness and (where applicable) voice and video footage, created from source materials provided by the Talent and hosted on the Twinnin Platform for licensing or likeness protection purposes.
• Digital Twin Creation Guidelines means the guidelines developed by AI creators and digital twin experts that set out quality standards and best practices for Buyers when using licensed Digital Twins to ensure accurate and dignified representation of Talent.
• IP Provenance Technology means the third-party provenance technology integrated into the Twinnin Platform that timestamps, encrypts, and registers Talent's source materials on the Polygon blockchain to provide proof of ownership and enable detection of unauthorised use.
• KYC means "Know Your Customer" identity verification conducted through Twinnin's third party provider to verify the identity of the Buyer's authorized representatives.
• Licence Fee means the fee payable by a Buyer to Talent for the Talent Licence, as determined by the applicable pricing tier selected by the Talent.
• Minor means an individual under the age of 18 years.
• Prohibited Uses means uses of a Digital Twin that are expressly prohibited under these Terms, including but not limited to: political content or campaigns, adult or sexually explicit content, gambling or alcohol advertising (where restricted by law), hate speech, harassment, misinformation, and religious content, or any other use specified as prohibited in the Talent's Usage Terms.
• Stripe Services Agreement means the Stripe terms of service and all terms incorporated therein;
• Subscription Fee means the periodic fee payable to Twinnin by Buyers for access to the Twinnin Platform marketplace and licensing tools as defined in Clause 5.
• Twinnin / 'we' 'us' 'our' means the company that provides the Services and maintains the Twinnin Platform being AI KAT LTD, Company Number 15040031, with its registered office at First Floor Office, 3 Hornton Place, W8 4LZ, London, United Kingdom.
• Twinnin Platform/Platform means the 'Twinnin' online platform which includes its proprietary domain and all sub-domains, the web application associated with that domain as well as any mobile or tablet application operated by Twinnin, providing digital twin creation, licensing facilitation, reputational protection, and likeness management services for Talent.
• Twinnin Platform Services means the services provided by Twinnin to Talent and Buyers, including, but not limited to: Digital Twin creation and hosting, licensing facilitation, KYC verification, integration with IP Provenance Technology, payment processing and profile management.
• Talent means an individual (or a Minor represented by a parent/guardian) whose digital likeness is made available for licensing to Buyers through the Twinnin Platform.
• Talent Licence means a licence granted to you by Twinnin (acting as exclusive agent on behalf of the Talent) for the use of the Talent's Digital Twin, in accordance with the Talent's selected Usage Terms, the applicable pricing tier, and these Terms.
• Talent Services means the provision of goods or services by Talents to Buyers following successful pre-qualification through the Twinnin Platform.
• Terms means these Terms of Use.
• Usage Terms means the specific terms and restrictions selected by Talent when creating their profile, which govern how Buyers may use their Digital Twin, including permitted use cases, duration, exclusivity, adaptation rights, and any other restrictions.
• User means all visitors to the Twinnin Platform.

1. To access the Twinnin Platform as a Buyer, you must register for an Authorised User Account by providing your corporate details, including company name, registered office, and the details of a primary contact person. You remain responsible for all actions taken through your Authorised User Account by your personnel.

2. Following initial registration, the Buyer must complete a corporate 'Know Your Business' (KYB) verification process through our designated third-party provider to verify the legal existence and standing of the Buyer entity.

3. Access to the marketplace and the ability to grant Talent Licences is subject to the successful completion of the verification process and, where applicable, the payment of any Buyer-specific access fees as set out on the Platform.

4. Once onboarding is complete, Buyers may access the marketplace dashboard to browse registered Talent profiles, view available Digital Twins, and review the specific Usage Terms and pricing set by each Talent, provided that visibility for Minors is more restricted in accordance with the Platform's safety protocols.

5. By using the Platform, you warrant that you have the legal authority to bind the Buyer entity to these Terms. You acknowledge that while the substantive contract for the use of a Digital Twin is formed directly between the Buyer and the Talent (facilitated by Twinnin as agent), these Terms of Use exclusively govern the Buyer's relationship with Twinnin and the use of the Platform infrastructure.

1. Buyers may browse the Twinnin Platform to search for Talent based on specific criteria, including appearance, voice characteristics, and available mediums. Each Talent profile will display the specific Usage Terms, permitted mediums and the Licence Fees applicable to the use of that Talent's Digital Twin, subject to the Talent's usage controls and profile preferences regarding Buyer access .

2. A binding Talent Licence is formed when a Buyer selects a Talent's profile, chooses the desired usage parameters (mediums, duration, and territory), and confirms the engagement at the price stated on the Platform. Twinnin facilitates this transaction as agent; however, the Buyer's access to and interaction with the marketplace remains subject to these Terms of Use.

3. The Buyer's right to use the Digital Twin is strictly limited to the Authorised Use defined in the specific Talent Licence purchased. Any use exceeding the selected mediums, duration, or stated Usage Terms shall constitute a material breach of the Talent Licence and a violation of these Terms.

4. The Buyer acknowledges that the Digital Twin is a digital representation intended to be used in place of the Talent's physical presence. Unless otherwise agreed in writing, the Talent is not required to provide any personal services, attend shoots, or make personal appearances. The Buyer is responsible for ensuring that the deployment of the Digital Twin complies with the Digital Twin Creation Guidelines to maintain the dignity and accuracy of the Talent's representation.

5. The Buyer is solely responsible for the content, context, and environment in which the Digital Twin is deployed. The Buyer warrants that it will not use the Digital Twin for any Prohibited Uses or in any manner that would reasonably be expected to bring the Talent into disrepute.

6. Buyers acknowledge that access to Digital Twins of Minors is subject to enhanced platform-level access controls. Buyers must ensure that any interaction with a Minor's profile or use of a Minor's Digital Twin is conducted in strict accordance with all applicable child protection laws, including the Children Act 1989 and the UK GDPR.

7. When using the Twinnin Platform and any licensed Digital Twins, the Buyer represents and warrants that it shall:

• 1. comply with all applicable advertising regulations and disclosure requirements regarding the use of AI-generated likenesses ;
• 2. ensure that all creative content featuring the Digital Twin is submitted for review through the Platform if required by the Talent's specific Usage Terms;
• 3. only use the Digital Twin of a Minor for the specific Authorised Use and in accordance with the verifiable parental consent obtained through the Platform. Twinnin processes personal data of minors in accordance with enhanced protections required under Article 8 of the UK GDPR and the Buyer agrees to maintain appropriate safeguards to protect such data within its own systems;
• 4. not attempt to circumvent the Platform by contacting Talent directly or seeking to license their digital likeness outside of the Twinnin ecosystem; and
• 5. immediately notify Twinnin of any unauthorised use of the Digital Twin by third parties or any security breaches that may compromise the integrity of the Talent's likeness within the Buyer's systems.

8. Upon the formation of a Talent Licence, Twinnin's role is limited to facilitating the transaction as agent and providing the technical infrastructure to create the Digital Twin. Twinnin does not guarantee the performance of the Talent or the suitability of the Digital Twin for the Buyer's specific commercial objectives.

9. Any dispute regarding the scope of the Talent Licence or the use of the Digital Twin must be resolved between the Buyer and the Talent. Twinnin may, at its discretion, offer mediation support but accepts no liability for the acts or omissions of the Talent, who is not a party to these Terms.

10. Twinnin reserves the right to suspend or terminate a Buyer's access to the Platform and revoke any active Talent Licences immediately if the Buyer breaches these Terms, the Usage Terms of any licence, or engages in any Prohibited Use.

1. Subscription Fees refer to the Buyer's access fees as displayed on the Platform upon sign up.

2. Subscription Fees are payable by the Buyer upon registration and annually thereafter to maintain access to the Twinnin Platform.

3. Subscription Fees are exclusive of VAT and any other applicable taxes, which shall be added to the Subscription Fee at the prevailing rate where applicable.

4. Licence Fees payable by the Buyer in respect of each Talent Licence shall be calculated in accordance with the applicable pricing tier displayed on the Talent's profile when creating or updating their profile on the Platform. Full details of the available pricing tiers, including applicable fee rates, usage categories, and any volume-based or duration-based pricing structures, are set out on the Twinnin Platform at app.twinnin.ai.

5. The Buyer shall pay the full Licence Fee to Twinnin via the Platform's payment gateway. Twinnin, acting as the Talent's exclusive agent, shall collect the Licence Fee, deduct its commission (as specified in the applicable pricing tier), and remit the balance to the Talent. Payment by the Buyer to Twinnin shall constitute a full discharge of the Buyer's payment obligations to the Talent for that specific Talent Licence.

6. Twinnin shall provide the Buyer with a receipt or VAT invoice (where applicable) for each Licence Fee payment made through the Platform. Licence Fees are exclusive of VAT and any other applicable taxes, which shall be the sole responsibility of the Talent to account for in accordance with Clause 5.11.

7. As a condition of accessing and using the Platform, you must adhere to the following requirements:

• 1. you agree to provide Twinnin with accurate and complete information about your Business and to update that information within 14 days of any material change to ensure it remains accurate at all times. For the purposes of this clause, "material change" refers to changes affecting your corporate identity, registered office, contact details, or payment method information;
• 2. you hereby consent to Twinnin processing your commercial data for the purposes of Advanced Analytics (being the aggregated collection, processing, analysis, and reporting of data relating to Talent performance, compyou hereby consent to Twinnin processing your commercial data for the purposes of Advanced Analytics (being the aggregated collection, processing, analysis, and reporting of data relating to Buyer usage patterns, payment history, and compliance with Usage Terms to maintain the integrity and effectiveness of the Platform).
• 3. you understand and acknowledge that if Twinnin suspects you of any fraudulent, unlawful, deceptive or abusive activity, or any breach of these Terms, Twinnin may: (a) immediately suspend your access to the Platform; (b) notify the relevant Talent of the suspected breach; and (c) report such activity to relevant authorities and third-party screening providers as appropriate.

8. Payment processing for Platform Access Fees and Licence Fees shall be handled through the Platform's designated payment provider, Stripe. By agreeing to these Terms and continuing to use the Platform, you agree to be bound by the Stripe Services Agreement. You must provide and maintain valid payment method details (such as a credit card or corporate billing account) and comply with all payment processor requirements. Any failure to maintain a valid payment method may result in Twinnin suspending or terminating your access to the Platform or your ability to obtain new Talent Licences. You acknowledge that Twinnin is not responsible for any errors or failures of the Stripe payment gateway.

9. Twinnin is not liable for the processing times or failures of Stripe in relation to the collection of fees from the Buyer.

10. Our preferred currency is USD. If Licence Fees are not received in USD, the conversion is performed by Stripe. We are not responsible for any exchange rate rates or charges levied by Stripe for such conversion.

11. The Buyer is responsible for any sales tax, use tax, or VAT applicable to the purchase of Talent Licences in their jurisdiction, which shall be paid in addition to the Licence Fee where required by law . For the avoidance of doubt, Twinnin is not responsible for Talents' tax payments or any other financial obligation.

1. These Terms shall commence on the date the Buyer first accesses the Twinnin Platform and shall continue until terminated in accordance with this Clause 6.

2. Subscriptions commence once payment for the first instalment is accepted by the Platform and shall continually renew on an annual basis.

3. Without prejudice to any other rights or remedies to which Twinnin may be entitled, Twinnin may terminate a Buyer's access to the Platform immediately upon written notice to the Buyer if the Buyer:

• 1. commits a material breach of these Terms;
• 2. fails to pay any Subscription Fees or Licence Fees when due;
• 3. becomes bankrupt, insolvent, enters administration, receivership, liquidation, or any similar insolvency process;
• 4. fails any screening checks conducted by Twinnin;
• 5. engages in any fraudulent, unlawful, or deceptive conduct.

4. The Buyer may terminate its use of the Platform immediately upon written notice to Twinnin if Twinnin commits a material breach of these Terms which, if capable of remedy, is not remedied within 30 days of receiving written notice from the Buyer specifying the breach.

5. The Buyer may terminate its use of the Platform at any time for convenience by closing its account through the Platform interface. Upon termination for convenience, any active Talent Licences shall continue for their agreed duration unless terminated in accordance with their specific terms. The Buyer shall remain liable for all Licence Fees and other obligations arising prior to termination.

6. Upon termination of a Buyer's access to the Platform for any reason:

• 1. the Buyer shall immediately cease all use of the Platform;
• 2. all rights granted to the Buyer to access the Platform under these Terms shall immediately terminate;
• 3. the Buyer shall remain liable for all outstanding Licence Fees, Subscription Fees, and any other amounts due to Twinnin or Talent;
• 4. Twinnin shall deactivate the Buyer's access to all Talent profiles, provided that the Buyer may continue to use content already created under an active Talent Licence until the expiry of such licence. The Buyer must, upon request, certify the deletion of any Digital Twin data or associated Talent assets in its possession following the expiry of the relevant licence period; and
• 5. any provisions of these Terms which expressly or by implication survive termination shall continue in full force and effect, including but not limited to clauses relating to indemnification, limitation of liability, confidentiality, intellectual property, and data protection.

7. Any Talent Licences granted to the Buyer prior to termination shall continue for their agreed duration, subject to the Buyer's continued payment of all applicable fees.

8. Termination of these Terms shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

1. The description of the Twinnin Platform Services is as stated on the Twinnin Platform, marketing e-mails or any other form of advertisement provided by us. Any description is for illustrative purposes only. The Platform facilitates the creation, hosting, and sub-licensing of Talent-provided video, photographs and, where applicable, voice recordings in order for Buyers to create Digital Twins.

2. We reserve the right to make minor beneficial changes to the Twinnin Platform Services. This could be to comply with any applicable law, regulation or safety requirements, or to implement minor technical adjustments and improvements, for example to optimise your user experience without notice. If we are making significant changes to the Twinnin Platform Services, we shall give you 1 months' notice in writing. If you access the Twinnin Platform after that notice period has expired, you will have been deemed to have accepted the updated version of these Terms.

1. We are the owner or the licensee of all intellectual property rights in our Twinnin Platform and in the material published on it, excluding the intellectual property rights in any Digital Twins which remain owned by the Talent and are licensed to the Buyer via Twinnin acting as the Talent's exclusive agent. The Talent retains all moral rights in their likeness, including the right to be identified as the person whose likeness is represented by the Digital Twin and the right to object to derogatory treatment of their likeness in respect of any Authorised Use.

2. The Buyer shall respect the Talent's moral rights in relation to any Authorised Use and warrants that it shall not subject the Digital Twin to any derogatory treatment, distortion, or modification that would be prejudicial to the honour or reputation of the Talent. The Buyer acknowledges that: (a) the Digital Twin is an AI-generated representation and minor variations from the Talent's physical appearance are inherent to the technology and shall not, of themselves, constitute a breach of the Talent Licence; and (b) the Buyer is responsible for ensuring that its specific deployment of the Digital Twin remains consistent with the dignity and professional standing of the Talent.

3. By using the Platform Services, the Buyer is granted a limited, non-exclusive licence to use the Digital Twin solely for Authorised Use as facilitated by Twinnin acting as agent for the Talent, subject to the specific Usage Terms and the duration of the applicable Talent Licence.

4. "Twinnin" is an unregistered trade mark and is legally protected by the laws of "passing off" and "unfair competition". No rights are granted to the Buyer or any third-parties to reproduce or use our trade mark for any purpose without prior written approval.

5. Users are permitted to:

• 1. print off one copy or download extracts of any page(s) from our Twinnin Platform for their business use as a Buyer; and
• 2. draw the attention of others within its organisation to content on our Twinnin Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Twinnin Platform is always acknowledged.

6. Users must not:

• 1. modify the paper or digital copies of any materials they have printed off or downloaded in any way;
• 2. use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
• 3. use any part of the content on our Twinnin Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

7. If you print off, copy or download any part of our Twinnin Platform in breach of these Terms, your right to use our Twinnin Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

1. We do not warrant or guarantee that our Twinnin Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Twinnin Platform is compatible with your computer equipment and are under no obligation to do so.

2. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material or event that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Twinnin Platform, the downloading of any content, or on any website linked to it.

3. You are responsible for configuring your information technology, computer programmes and Twinnin Platform to access our Twinnin Platform. You should use your own virus protection software.

4. You must not misuse our Twinnin Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Twinnin Platform, the server on which our Twinnin Platform is stored or any server, computer or database connected to our Twinnin Platform. You must not attack our Twinnin Platform via a denial-of-service attack or a distributed denial-of service attack.

5. We may, from time to time, temporarily suspend the operation of our Twinnin Platform with or without prior notice, either wholly or in part for repair or maintenance work or for the purposes of updating or otherwise improving its content, features or functionality.

Where our Twinnin Platform contains links to third-party websites and resources provided by third-parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked Twinnin Platforms or information you may obtain from them. We have no control over the contents of those Twinnin Platforms or resources.

1. We can transfer the benefit of these Terms to someone else, however we will remain liable to the other for its obligations under these Terms. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

2. You may only transfer your rights or your obligations under these Terms to another person or entity if we agree to this in writing.

3. No person who is not a party to these Terms shall have any rights to enforce any of its provisions and these Terms can be varied without any third party's consent. Neither of us will need to get the agreement of any other person in order to end the agreement or make any changes to these Terms.

1. In the event of any failure by a party because of something beyond its reasonable control (including but not limited to acts of God, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial action, changes in applicable laws or regulations including AI-specific regulations, governmental action, power failure, or failure of third-party telecommunications or infrastructure):

• 1. the party will advise the other party as soon as reasonably practicable; and
• 2. the party's obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.

1. For all matters relating to the personal data of individuals, please refer to our Privacy Policy available on the Twinnin Platform, which sets out how we collect, use, store, and protect personal data (including biometric data such as photographs and voice recordings) in compliance with applicable Data Protection Laws. The Privacy Policy is incorporated into these Terms by reference.

2. For the purposes of these Terms, Twinnin acts as a Data Controller for Platform administration. The Buyer acknowledges that in respect of any Personal Data (including biometric data) contained within a Digital Twin that the Buyer processes, the Buyer may act as an independent Data Controller or a Data Processor depending on the nature of its use. The Buyer warrants it shall comply with all Data Protection Laws, including ensuring a valid legal basis for its specific processing of Talent data.

3. The Buyer shall implement appropriate technical and organisational measures to protect Talent Personal Data and shall indemnify Twinnin against any regulatory fines or claims arising from the Buyer's breach of Data Protection Laws in relation to its use of Digital Twins.

4. Twinnin shall comply with all obligations under the Data Protection Laws, including without limitation, responding to requests from data subjects (including Talent exercising their rights under Articles 15-22 of the UK GDPR) and conducting data protection impact assessments where required. The Buyer shall provide reasonable assistance to Twinnin and the relevant Talent in responding to data subject access requests or other regulatory enquiries relating to the Buyer's use of a Digital Twin.

5. For the purposes of these Terms:

• 'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Data Protection Act 2018 and the GDPR.
• 'GDPR' means the General Data Protection Regulation (EU) 2016/679.
• 'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.

1. The content on our Twinnin Platform is provided for general information only and is not intended to amount to advice on which you should rely.

2. Although we make reasonable efforts to update the information on our Twinnin Platform and guarantee quality, we make no representations, warranties or guarantees, whether express or implied, that the content of our Talents' reports are accurate, complete or up to date.

1. You may not use the Twinnin Platform for any of the following purposes:

• 1. in any way which causes, or may cause, damage to the Twinnin Platform or interferes with any other person's use or enjoyment of the Twinnin Platform;
• 2. in any unlawful or fraudulent manner;
• 3. to transmit, or to procure the transmission of any unsolicited marketing materials to us;
• 4. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
• 5. to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
• 6. to gain unauthorised access to our Twinnin Platform, the server on which our Twinnin Platform is stored or any server, computer or database connected to our Twinnin Platform; or
• 7. making, transmitting or storing electronic copies of content protected by copyright without the permission of the copyright owner.

1. We provide the Twinnin Platform Services only and we are not responsible and accept no liability whatsoever in respect of the Talent Services supplied by Talents. Nor do we accept any responsibility for the actions of Talent outside the scope of the Platform.

2. We limit our liability to Buyers as follows:

• 1. Except to the extent expressly stated in Clause 17.2.4, all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are expressly excluded.
• 2. Subject to Clauses 16.2.3 and 16.2.4, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of the Twinnin Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Platform Services.
• 3. Our total liability to the Buyer for direct losses arising under any agreement between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Buyer to Twinnin (excluding Licence Fees passed through to Talent) in the 6 month period preceding the event that gave rise to such a claim.
• 4. We do not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of our other legal obligations including breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

3. The Twinnin Platform and the Platform Services are provided on an "as is" basis. While we use commercially reasonable efforts to provide accurate digital twin creation and matching services, to the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, accuracy, quality or realism of Digital Twins, suitability for any particular campaign or use, and non-infringement.

4. Twinnin does not warrant that the Platform will be uninterrupted or entirely error-free, but warrants that it will use commercially reasonable efforts to maintain Platform availability and functionality. Twinnin does not warrant that any ancillary features such as integrity scores, pre-qualification assessments, credit checks, sanctions screening, or reputation analysis will be complete, accurate, or up-to-date in all respects.

5. The Buyer agrees to indemnify and hold harmless Twinnin, its affiliates, officers, directors, employees, and agents against all reasonable and properly documented costs, expenses, penalties, fines, damages, or interest including reasonable legal costs and expenses (on a standard basis), actually incurred or payable by Twinnin or any Talent in connection with or in consequence of:

• 1. any material breach by the Buyer of these Terms, any Talent Licence, or the Usage Terms;
• 2. any use of a Digital Twin by the Buyer that constitutes a Prohibited Use or falls outside the scope of Authorised Use;
• 3. any third-party claims arising from the Buyer's specific use of the Digital Twin in a commercial project, including claims relating to advertising standards, consumer protection, or product liability;
• 4. any wilful or negligent violation of applicable laws or regulations by the Buyer;
• 5. any claims brought by third parties arising from the Buyer's conduct or public statements that damage the reputation of Twinnin, the Platform, or the relevant Talent; or
• 6. any fraudulent misrepresentation by the Buyer regarding its identity, authority, or intended use of the Digital Twin, except where such claim is directly caused by the wilful misconduct of Twinnin.

1. These Terms may be varied by Twinnin from time to time. Twinnin will provide the Buyer with at least 30 days' prior written notice (which may be by email or through the Platform) of any material changes to these Terms. Such revised terms will apply to the Platform from the date specified in the notice. You should check the Terms regularly to ensure familiarity with the then current version. Continued use of the Platform following the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Platform and may terminate your account in accordance with the termination provisions of these Terms. No other variation of these Terms shall be effective unless agreed by you and Twinnin in writing and authorised by a director of Twinnin.

2. Twinnin reserves the right to assign or novate this Agreement, in whole or in part, to any affiliate or successor entity, at its sole discretion. Twinnin shall provide the Buyer with written notice of any such assignment or novation. Notwithstanding any assignment or novation, Twinnin shall remain liable for all obligations accrued under this Agreement prior to the effective date of such assignment or novation.

3. These Terms, together with the Privacy Policy, and any applicable subscription tier agreement, contain the whole agreement between the parties relating to the Buyer's use of the Platform and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms. For the avoidance of doubt, these Terms do not supersede or affect any separate commercial agreements that may exist between a Talent and a Buyer for the provision of goods or services.

4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party will have any right to enforce or rely on any provision of these Terms, except that Talent shall be entitled to enforce the terms of any Talent Licence and the Usage Terms directly against the Buyer as intended third-party beneficiaries.

5. If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

1. These Terms (including any non-contractual matters and disputes) are governed by and shall be construed in accordance with the laws of England and Wales.

2. Twinnin is committed to upholding integrity and transparency and to resolving disputes efficiently. If a dispute occurs, Buyers may contact Twinnin at [dispute email address] to seek to find a solution. Twinnin will use reasonable endeavours to acknowledge receipt within 2 business days and aim to provide a substantive response within 10 business days.

3. If the dispute is not resolved through informal discussions within 20 business days of the initial notification, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR's model mediation procedure. The parties shall participate in the mediation in good faith and each party shall bear its own costs of the mediation (with the mediator's fees being shared equally). If the dispute is not resolved through mediation within 40 business days of the initial notification (or such longer period as the parties may agree in writing), either party may commence arbitration proceedings in accordance with Clause 19.2. Nothing in this Clause 19.3 shall prevent either party from seeking urgent injunctive or interim relief from the courts at any time.

4. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation that is not resolved through the mediation process set out in Clause 19.3 shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules (the "Rules"), which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of these Terms shall be the substantive law of England and Wales. Nothing in this Clause shall prevent either party from seeking urgent injunctive or interim relief from the courts of England and Wales at any time.