Terms of Service

1.1 Twinnin is a digital twin licensing and likeness protection platform operated by AI KAT LTD (Company Number 15040031) that enables the structured licensing and controlled deployment of AI-generated digital likenesses created from Talent-approved materials. Our Twinnin Platform allows individuals (Talent) to create AI-generated digital twins from photographs and optional voice recordings, which can then be licensed to brands, production companies, advertising agencies and other commercial users (Buyers) for use in advertising, marketing, and other commercial projects globally. Twinnin acts as the exclusive agent of the Talent for the purpose of granting Talent Licences to Buyers on the Talent's behalf, and facilitates transparent Talent Licence arrangements whilst maintaining the highest standards of dignity, accuracy and reputational protection for Talent.

1.2 We do this by:

• 1.2.1 hosting the Twinnin Platform which connects Talent with Buyers through a transparent licensing marketplace; and
• 1.2.2 licensing facilitation, reputational protection tools including integration with IP Provenance Technology (which timestamps and encrypts Talent assets on the Polygon blockchain to provide proof of ownership and detect misuse), payment processing, and maintaining quality standards to ensure dignified and accurate representation of Talent.

1.3 These Terms constitute a contract between Talent who use the Twinnin Platform (you) and Twinnin. Your use of our Twinnin Platform as Talent is subject to these Terms and by using the Twinnin Platform you agree to be bound by them. Buyers are subject to separate contractual terms and are not bound by these Terms. If you do not agree to these terms, you must not use the Twinnin Platform. You should print a copy of these Terms for future reference.

1.4 All use of the Twinnin Platform is strictly for professional purposes as defined under "Business" in these Terms. Users acknowledge that their engagement with the Platform constitutes actions in the course of a trade, craft, or profession, and not as consumers. Consequently, the rights and remedies afforded to consumers under consumer protection laws do not apply.

1.5 The Twinnin Platform Services are available to individuals aged 18 and over. For individuals under 18, a parent or legal guardian must create an account in their own name as an Authorised User, complete KYC verification for themselves, provide proof of their relationship to the minor, and manage the minor's profile on their behalf in accordance with all applicable child protection laws including the Children Act 1989 and the UK GDPR.

1.6 The parent or legal guardian represents and warrants that they have parental responsibility for the minor and full authority to grant the licences contemplated by these Terms. The minor's likeness will not be publicly displayed on the Platform without express written consent from the parent or legal guardian. Twinnin processes personal data of minors in accordance with enhanced protections required under Article 8 of the UK GDPR and maintains appropriate safeguards to protect children's data.

1.7 By registering with Twinnin as an Authorised User, you represent and warrant that:

• 1.7.1 you are at least 18 years of age, or if you are under 18, that your parent or legal guardian has created this account on your behalf and has completed all required verification processes;
• 1.7.2 you accept full responsibility for the use of the Twinnin Platform through your account on any device, whether or not it is owned by you, and for maintaining the confidentiality of your login credentials; and
• 1.7.3 you will fully comply with these Terms, the Privacy Policy, the Digital Twin Creation Guidelines and all applicable laws including but not limited to data protection laws, intellectual property laws, and advertising regulations, and you will uphold the highest standards of dignity, accuracy and transparency in relation to your digital likeness on the Platform; and
• 1.7.4 you represent and warrant that you have full right, title, and authority to grant the licences contemplated by these Terms, that the source materials you provide (video, photographs, voice recordings, and any other content) do not infringe any third-party intellectual property rights, rights of privacy, rights of publicity, or other rights, and that you are not subject to any conflicting exclusivity obligations with respect to the licensing of your digital likeness.

• Annual Platform Fee means the annual fee payable by Talent to access and maintain their profile on the Twinnin Platform, as set out in Clause 5.
• 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 an Authorised User to access and use the Twinnin Platform in accordance with these Terms, subject to successful completion of KYC verification and payment of the Annual Platform Fee.
• 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, or other commercial entity that licenses a Digital Twin from Talent through the Twinnin Platform for use in advertising, marketing, 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 age and identity of Talent (or their parent/legal guardian in the case of minors under 18).
• 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.
• Source Materials means the photographs, video footage, voice recordings, and any other content provided by Talent to Twinnin for the purpose of creating their Digital Twin or registering their likeness for protection.
• Stripe Connected Account means a payment account created by Talent through Stripe's connected account onboarding process, linked to the Twinnin Platform, through which Licence Fee payouts and other amounts due to Talent are processed.
• Stripe Connected Account Agreement means the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal) and all terms incorporated therein, as amended by Stripe from time to time, which governs the Talent's use of the Stripe Connected Account.
• Stripe Services Agreement means the Stripe terms of service and all terms incorporated therein;
• Subscription means a subscription contract for periodic payments made by Talents to Twinnin in return for the Platform Services, billed on an annual cycle (‘Subscribing’, ‘Subscribe’ and ‘Subscribed’ shall be construed accordingly).
• Subscription Fee means the fee payable to Twinnin by Talents for access to the Twinnin Platform 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 aged 18 or over, or a Minor whose parent or legal guardian has registered on their behalf, who creates a profile on the Twinnin Platform to license their digital likeness to Buyers or to register and protect their digital likeness without monetisation.
• Talent Licence means a licence granted to a Buyer 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.

3.1 If you wish to become one of our Talents, you must first register for an Authorised User Account through the Twinnin Platform by providing your name, email address, and creating a password. You and any Authorised Users remain responsible for all actions and security in relation to your Authorised User Account.

3.2 Following registration, you will be required to pay the Annual Platform Fee (as set out in Clause 5) before proceeding further with the onboarding process. Your profile will not be activated until payment has been received.

3.3 Once payment of the Annual Platform Fee has been received, you will be required to complete KYC verification through Twinnin's designated third-party provider to verify your age and identity (or, in the case of a Minor, the age, identity, and parental responsibility of the parent or legal guardian registering on the Minor's behalf).

3.4 Upon successful completion of KYC verification, you will be required to:

• 3.4.1 submit your personal details as prompted by the Platform;
• 3.4.2 upload photographs (and, where applicable, video footage and voice recordings) as Source Materials for the creation of your Digital Twin in accordance with the Digital Twin Creation Guidelines; and
• 3.4.3 confirm, by selecting the appropriate checkbox, that you consent to Twinnin storing and processing your personal data (including biometric data) in accordance with the Privacy Policy and these Terms.

3.5 Upon completion of the above steps, your Authorised User Account setup will be complete and you will be directed to your dashboard.

3.6 From your Dashboard, you will be required to:

• 3.6.1 select your preferred Usage Terms, including permitted use cases, duration, exclusivity, adaptation rights, and any other restrictions governing how Buyers may use your Digital Twin;
• 3.6.2 review and accept these Terms (the Talent Terms of Use); and
• 3.6.3 submit your profile for publication on the Platform.

3.7 Your Digital Twin will not be made available for licensing to Buyers until all of the above steps have been completed. You warrant that you are authorised to grant all the licences referred to in these Terms and that you are authorised to bind the Business you represent to these Terms which constitute the entire agreement between us in relation to your use of the Platform Services. You further acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

4.1 Buyers are invited to browse the profiles of available Talent on the Twinnin Platform and to obtain Talent Licences for Digital Twins for use in advertising, marketing and other commercial projects.

4.2 Once registered with Twinnin, Talents' Digital Twins will be made available on the Platform for the grant of Talent Licences to Buyers solely for Authorised Use and in accordance with the Talent's selected Usage Terms. Twinnin shall act as the Talent's exclusive agent for the purpose of granting Talent Licences to Buyers on the Talent's behalf. In the case of Talent that has not reached the age of majority in their jurisdiction of residence, profiles will not be shown publicly on the Platform and will only be made available upon request from Buyers.

4.3 Talents will be able to make their Digital Twin available for the grant of Talent Licences to Buyers once they have completed registration, KYC verification, and the Digital Twin creation process.

4.4 Buyers’ Authorised Users with access to the Twinnin Platform will be able to view the profiles of registered Talent and obtain Talent Licences for their Digital Twins solely for Authorised Use and in accordance with the Talent's selected Usage Terms. Any Talent Licence shall be governed by the terms facilitated through the Platform, including the Talent's Usage Terms, the applicable pricing tier, and these Terms. Any use of a Digital Twin that does not constitute Authorised Use shall be a breach of the applicable Talent Licence and these Terms. For the avoidance of doubt, the Talent is not required to perform any services or make any personal appearances; the Digital Twin shall be used in place of the Talent for all licensed purposes. The contractual relationship between Buyers and Twinnin is governed by separate terms and conditions to which Talents are not party.

4.5 Talents acknowledge and accept that they are solely responsible for ensuring the quality and accuracy of the Source Materials they provide for the creation of their Digital Twin, and for ensuring that such Source Materials do not infringe any third-party rights.

4.6 When using the Twinnin Platform, Talents represent and warrant that they shall:

• 4.6.1 maintain an accurate and up-to-date profile on the Platform and promptly provide updated Source Materials if reasonably requested by Twinnin;
• 4.6.2 respond to any reasonable enquiries or requests made by Twinnin in connection with the Talent's registration, Digital Twin creation, or licensing activities; and
• 4.6.3 promptly advise Twinnin of any licensing or use of its digital likeness by a Buyer performed or in prospect of performance outside of the Twinnin Platform, ensuring full disclosure of the nature and scope of such use, as well as the financial terms thereof, in a manner that upholds the highest standards of integrity and transparency; and
• 4.6.4 promptly notify Twinnin in writing if the Talent becomes aware or reasonably suspects that any Buyer or third party is using, or intends to use, the Talent's Digital Twin other than for Authorised Use, including any use that falls outside the Talent's selected Usage Terms, constitutes a Prohibited Use, or otherwise breaches these Terms or applicable laws. The Talent shall provide Twinnin with such information and assistance as Twinnin may reasonably require to investigate and address any such suspected misuse.

4.7 Once a Talent Licence is granted to a Buyer, Twinnin has discharged its obligations toward the parties in respect of that Talent Licence, save for its continuing obligations to maintain the integrity of the Platform and to process Licence Fee payouts to the Talent.

4.8 Any dispute that arises between a Buyer and a Talent concerning the Authorised Use (or alleged non-Authorised Use) of a Digital Twin licensed pursuant to a Talent Licence remains between those parties. Subject to Clause 17, Twinnin accepts no liability whatsoever to Talents for losses incurred as a consequence of any Talent Licence facilitated by the Platform. Twinnin's liability to Buyers is governed by separate contractual terms between Twinnin and such Buyers.

4.9 Twinnin reserves the right to suspend and terminate the use of the Platform by any Talent that breaches these Terms or any licence.

5.1 Subscription Fees are as displayed on the Platform upon sign up

5.2 Subscription Fees are payable upon initial screening and registration on the Platform. Twinnin reserves the right to suspend or terminate access to the Platform for any Talent that fails to pay the Subscription Fee within 14 days of the due date.

5.3 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.

5.4 Twinnin reserves the right to increase the Subscription Fees at the end of any annual cycle. Twinnin shall provide Talent with written notice of any such increase at least 30 days prior to the end of the current annual cycle. If Talent continues to use the Platform after the effective date of the fee increase, such continued use shall constitute acceptance of the increased Subscription Fees. If Talent does not agree to the increased Subscription Fees, Talent may terminate their subscription in accordance with the termination provisions of these Terms.

5.5 Licence Fees payable to Talent in respect of each Talent Licence granted to a Buyer shall be calculated in accordance with the applicable pricing tier selected by the Talent 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.

5.6 Twinnin shall be entitled to deduct its commission (as specified in the applicable pricing tier) from each Licence Fee before remitting the balance to the Talent. Licence Fee payouts shall be processed through the Talent's Stripe Connected Account within 30 days of receipt of cleared funds from the Buyer by Twinnin, subject to the Talent maintaining a valid and active Stripe Connected Account in accordance with Clause 5.9.

5.7 Twinnin shall provide the Talent with a statement of each Licence Fee transaction, including the gross Licence Fee, any commission or deductions applied, and the net amount payable to the Talent. 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 5.12.

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

• 5.8.1 you agree to provide Twinnin with accurate and complete information about yourself 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 legal identity, contact details, payment information, or verification status, and does not include aesthetic changes such as hair color, styling, or other cosmetic changes to your appearance;
• 5.8.2 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, compliance, financial stability, and risk assessment to provide insights to Buyers and to maintain the integrity and effectiveness of the Platform), and you authorise Twinnin to share screening results and performance ratings with Buyers on the Platform. Twinnin shall implement appropriate technical and organisational measures to protect your data from unauthorised disclosure; and
• 5.8.3 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 Buyers on the Platform of the suspected breach; and (c) report such activity to relevant authorities and third-party screening providers as appropriate.

5.9 Payment processing for Subscription Fees and Licence Fee payouts 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 comply with all payment processor requirements and any failure to do so may result in Twinnin suspending or terminating your access to the Platform. As a condition of receiving Licence Fee payouts through the Twinnin Platform, each Talent must create and maintain a Stripe Connected Account. By creating a Stripe Connected Account, the Talent agrees to be bound by the Stripe Connected Account Agreement, which constitutes a direct agreement between the Talent and Stripe. The Talent acknowledges and agrees that: (a) the Stripe Connected Account Agreement may be amended by Stripe from time to time and it is the Talent's sole responsibility to review and comply with the most current version; (b) Twinnin is not a party to the Stripe Connected Account Agreement and accepts no liability for any acts, omissions, or decisions of Stripe in relation to the Talent's Stripe Connected Account; (c) the Talent must complete all identity verification, tax reporting, and other onboarding requirements imposed by Stripe before any Licence Fee payouts can be processed; (d) failure to create, maintain, or keep in good standing a Stripe Connected Account may result in the withholding or delay of Licence Fee payouts, and Twinnin shall have no liability for any such withholding or delay; and (e) the Talent is solely responsible for ensuring that all information provided to Stripe in connection with the Stripe Connected Account is accurate, complete, and kept up to date.

5.10 Twinnin is not liable for the processing times of Stripe who are responsible for any delays in processing Licence Fees due to Talents for the use of their AI-generated digital likeness.

5.11 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.

5.12 All Talents are fully responsible for compliance with any applicable local laws and regulations in regard to the Licence Fees that they receive from the Talent Services including the payment and reporting of any applicable income taxes and VAT. For the avoidance of doubt, Twinnin is not responsible for Talents’ tax payments or any other financial obligation and cannot provide the Talents with any advice in this regard.

5.13 In the event that a Talent fails to make timely payment of the Subscription Fee, Twinnin reserves the right to immediately suspend the Talent's access to the Twinnin Platform until such time as the outstanding Subscription Fees are paid in full. Twinnin will provide notice of suspension to the Talent via the Platform or email. Access will be reinstated promptly upon receipt of payment of all outstanding amounts.

Nothing in these Terms shall be interpreted as creating an employment relationship, partnership, joint venture, or agency relationship between any Talent (or any member of a Talent’s personnel) and Twinnin. The Talent hereby agrees and warrants that all Talent Services are provided to Buyers as an independent contractor, self-employed person, or as a Business and that therefore no employment legislation shall apply to the relationship between the Talent and Twinnin, and no Talent shall accrue any employment benefits or rights as against Twinnin under these Terms. Each Talent is solely responsible for all tax obligations, national insurance contributions, and regulatory compliance arising from their status as an independent contractor.

7.1 These Terms shall commence on the date the Talent first accesses the Twinnin Platform and shall continue until terminated in accordance with this Clause 7.

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

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

• 7.3.1 commits a material breach of these Terms;
• 7.3.2 fails to pay any Subscription Fees when due;
• 7.3.3 becomes bankrupt, insolvent, enters administration, receivership, liquidation, or any similar insolvency process;
• 7.3.4 fails any screening checks conducted by Twinnin;
• 7.3.5 engages in any fraudulent, unlawful, or deceptive conduct.

7.4 A Talent may terminate their 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 Talent specifying the breach.

7.5 A Talent may also terminate their use of the Platform at any time for convenience by deleting their profile through the Platform interface. Upon termination for any reason under this Clause 7.5, the Digital Twin shall be immediately removed from public listing and no new Talent Licences shall be granted. Any Talent Licences granted prior to termination shall continue for their agreed duration. The Talent shall remain liable for all obligations arising prior to termination.

7.6 Upon termination of a Talent's access to the Platform for any reason:

• 7.6.1 the Talent shall immediately cease all use of the Platform;
• 7.6.2 all licences granted to the Talent under these Terms shall immediately terminate;
• 7.6.3 the Talent shall remain liable for all outstanding Subscription Fees and any other amounts due to Twinnin;
• 7.6.4 Twinnin shall, within 30 days following termination and the expiration of all active licences, permanently delete the Talent's source materials and deactivate the associated AI model, subject to applicable legal retention requirements and the purposes of compliance with legal obligations, resolving disputes, and maintaining the integrity of the Platform. Twinnin shall notify all Buyers who have been granted Talent Licences of the Talent's termination, however Twinnin cannot require such Buyers to delete or remove content created using the Digital Twin during the term of their active Talent Licences, as such Buyers retain the rights granted under their respective Talent Licences for the agreed duration; and
• 7.6.5 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. Any Talent Licences granted to Buyers prior to termination shall continue for their agreed duration, and the Talent shall continue to receive all compensation due under such Talent Licences in accordance with the applicable pricing terms.

7.7 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.

8.1 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 Digital Twins based on Talent-provided photographs and, where applicable, voice recordings.

8.2 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.

9.1 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 Digital Twins which remain owned by the Talent. 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. The Talent acknowledges and agrees that: (a) the Digital Twin may not be 100% identical to the Talent's physical appearance and reasonable variations in the Digital Twin's appearance (including any modifications requested or approved by the Talent during the creation process) shall not constitute a breach of the Talent's moral rights; (b) consent given by the Talent at the time of Digital Twin creation and any subsequent Talent Licence remains valid and binding, and any later change of preferences of Authorised Use by the Talent shall not apply retroactively to invalidate consents previously given or Licences previously granted; and (c) Twinnin and all Buyers shall respect the Talent's moral rights in relation to Authorised Use and shall not subject the Talent's likeness to any treatment that would amount to a distortion, mutilation, or other modification prejudicial to the honour or reputation of the Talent that falls outside the scope of Authorised Use or the Talent's Usage Terms. The Platform, its technology, and associated works are protected by copyright laws and treaties around the world. All such rights are reserved.

9.2 By using the Platform Services, Talent grant Twinnin a non-exclusive licence for the duration of the Term of use of the Twinnin Platform to use their name, likeness, and any trade marks solely for the purposes of: (i) displaying their profile on the Platform (where the Talent has opted to monetise their likeness); (ii) facilitating the sub-licensing of their Digital Twin; (iii) training, developing, and improving AI models and algorithms used to create and generate Digital Twins; and (iv) such other marketing purposes as the Talent may approve in writing from time to time. Talent acknowledges and agrees that their Source Materials (including photographs, video footage, and voice recordings) may be used to train AI systems and that such training use may include making the Source Materials available to third-party AI training providers. Twinnin shall not use the Talent's name, likeness, or image in marketing materials without the Talent's prior written consent, which may be withheld in the Talent's sole discretion.

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

9.4 Users are permitted to:

• 9.4.1 print off one copy or download extracts of any page(s) from our Twinnin Platform for their business use as a Talent; and
• 9.4.2 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.

9.5 Users must not:

• 9.5.1 modify the paper or digital copies of any materials they have printed off or downloaded in any way;
• 9.5.2 use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or
• 9.5.3 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.

9.6 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.

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

12.1 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.

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

12.3 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.

13.1 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):

• 13.1.1 the party will advise the other party as soon as reasonably practicable; and
• 13.1.2 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.

14.1 For all matters relating to the personal data of individuals (including Talent and their representatives), 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.

14.2 For the purposes of these Terms, Twinnin shall act as the Data Controller with respect to all Personal Data (including biometric data) processed in connection with the Twinnin Platform Services. Twinnin shall be responsible for compliance with all Data Protection Laws applicable to its processing activities, including but not limited to obtaining valid consent for the processing of biometric data as special category data under Article 9 of the UK GDPR.

14.3 The Talent acknowledges that Twinnin acts as the sole Data Controller with respect to all Personal Data (including biometric data) processed through the Platform. The Talent provides their Personal Data and source materials to Twinnin with explicit consent for the purposes of creating and sub-licensing their Digital Twin in accordance with these Terms and the Talent's selected usage parameters.

14.4 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 Talent shall provide reasonable assistance to Twinnin, upon request, in responding to data subject access requests relating to the Talent's own data.

14.5 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.

15.1 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.

15.2 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. Talents will need to read each report and cast your own judgement.

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

• 16.1.1 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;
• 16.1.2 in any unlawful or fraudulent manner;
• 16.1.3 to transmit, or to procure the transmission of any unsolicited marketing materials to us;
• 16.1.4 in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
• 16.1.5 to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
• 16.1.6 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
• 16.1.7 making, transmitting or storing electronic copies of content protected by copyright without the permission of the Buyer.

17.1 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 Buyers.

17.2 We limit our liability as follows:

• 17.2.1 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.
• 17.2.2 Subject to Clauses 17.2.3 and 17.2.4, 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.
• 17.2.3 Our total liability to Talent 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 Talent via the Twinnin Platform in the 6 month period preceding the event that gave rise to such a claim.
• 17.2.4 We does 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.

17.3 The Twinnin Platform and the Platform Services (including the structured licensing and controlled deployment of AI-generated digital likenesses created from Talent-approved materials, digital twin matching services, and integration with third-party blockchain provenance 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.

17.4 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.

17.5 The Talent 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 third-party licensee in connection with or in consequence of:

• 17.5.1 any material breach by the Talent of these Terms or any warranty therein;
• 17.5.2 any inaccurate, incomplete, or misleading information or materials knowingly provided by the Talent, including source photographs, voice recordings, or identity verification materials;
• 17.5.3 any third-party claims that the source materials or the Talent's likeness infringes third-party intellectual property rights, privacy rights, or other proprietary rights, provided that the Talent had actual knowledge or reasonably should have known of such infringement;
• 17.5.4 any wilful or negligent violation of applicable laws or regulations by the Talent;
• 17.5.5 any claims brought by third parties arising from the Talent's conduct or public statements that directly and proximately damage the reputation of Twinnin or the Twinnin Platform, where such conduct or statements constitute defamation, fraud, or material misrepresentation; or
• 17.5.6 any fraudulent misrepresentation by the Talent regarding their age, identity, legal capacity, or right to grant the licences contemplated by these Terms, except where such claim is directly caused by the wilful misconduct or gross negligence of Twinnin.

18.1 These Terms may be varied by Twinnin from time to time. Twinnin will provide Talent 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. Talents 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 a Talent does not agree to the revised Terms, the Talent must cease using the Platform and may terminate their subscription in accordance with the termination provisions of these Terms. No other variation of these Terms shall be effective unless agreed by the Talent and Twinnin in writing and authorised by a director of Twinnin.

18.2 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 Talent 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.

18.3 These Terms, together with the Privacy Policy, and any applicable subscription tier agreement, contain the whole agreement between the parties relating to the Talent'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 between Talents and Buyers for the provision of goods or services.

18.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no third party (including but not limited to licensees, brands, advertisers, other Talent, or data subjects) will have any right to enforce or rely on any provision of these Terms, except that: (a) licensees of digital twins shall have the right to enforce the licenses granted to them and to rely on any disclaimers or limitations of liability that protect them; and (b) in the case of Talent who are minors, the parent or legal guardian who executed this Agreement on behalf of the minor shall have the right to enforce all provisions protecting the minor's rights and interests.

18.5 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.

19.1 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.

19.2 Twinnin is committed to upholding integrity and transparency and to resolving disputes efficiently. If a dispute occurs, Talents may contact Twinnin at info@theaikat.com 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.

19.3 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 20.2. Nothing in this Clause 20.3 shall prevent either party from seeking urgent injunctive or interim relief from the courts at any time.

19.4 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 20.3 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.