Terms of Service

TrueRights Ltd. ("TrueRights") offers proprietary software and services to monitor, manage, and enforce campaign usage rights and intellectual property (IP) management for Talent, Talent Managers and Brands. These services include usage rights management, campaign monitoring in adherence to usage rights, IP detection and protection, license content through watermarking with unique IDs referred to as the "TrueRights Stamp" to ensure provenance and accurate tracking of content, generative AI content approvals, and structured agreements for collaborations.

The TrueRights platform is specifically designed to:

• Empower Talent and Talent Managers with tools for campaign monitoring, usage rights management, and IP protection.
• Enable Brands to collaborate with Talent through structured agreements and ensure compliance with authorized usage rights.
• Foster trust by providing a secure and transparent platform for managing Talent-related campaigns and intellectual property.

When you use our platform, we automatically collect:

• Talent: Individual(s) whose image, likeness, or content is being managed or licensed.
• Talent Management/Agencies: Authorized representative(s) responsible for managing Talent’s rights and campaigns.
• Brands: Organizations or individuals engaging Talent for campaigns or promotional purposes.
• Marketing Agencies: Creative, Media, PR or any agency representing the marketing interests and activities of a given brand using the suite of tools and offerings provided by TrueRights, as outlined below in section 4. “Services Offered”.
• Services: The suite of tools and offerings provided by TrueRights, as outlined in "1. Overview".

To use TrueRights services:

• Talent and/or Talent Management enter into an agreement with TrueRights’ terms of service and platform policy, when using the Truerights Platform and Services. 
• Brands and Marketing Agencies and any products either party owns or represents, enter into a Master Services Agreement “MSA” with TrueRights’ terms of service and platform policy, when using the Truerights’ platform and services.

3.1 Account Creation and Management Responsibilities

To use TrueRights services:

• Users must provide accurate and up-to-date information during account registration.
• Account access is restricted to authorized individuals. Sharing login credentials is prohibited.
• Users are responsible for maintaining the security of their accounts.

4.1 Campaign monitoring

TrueRights provides tools to:

• Track and report live campaigns.
• Detect unauthorized campaign activations.
• TrueRights reserves the right to request and review ad campaign reports from the advertiser(s) or marketing agencies, and report back on IP campaign details to the agency, details include, campaign live dates, campaign performance and campaign ad spend.
• Deliver compliance updates to Talent, Talent Management, Marketing Agencies and Brands directly.
• Users can track campaign activity, detect unauthorized activations, and receive compliance updates.
• Brands must ensure that campaign activations align with approved terms to avoid violations and penalty fees.

4.2 Usage rights management,

• Tools to calculate, structure, and enforce content usage rights terms and fees.
• Options to define usage terms (e.g., market, channel, exclusivity).
• Talent and Managers can define, calculate, and enforce content usage rights using the platform's tools.
• Brands must adhere to the agreed terms for content usage, including restrictions on exclusivity, markets, and channels.

4.3 Heads of terms

• Structured forms for Brands to accept usage rights and campaign terms for traditional and / or generative content featuring Talent IP.
• Talent and/or talent management can draft usage rights terms and fees for both traditional and Gen AI content featuring talent IP. 
• Marketing Agencies and/or Brands directly can approve, reject, or negotiate terms. 
• Brands can propose campaign terms via the platform's structured forms.
• Talent Managers must review and respond to proposed terms within the specified timelines to ensure campaign continuity.

4.4 Intellectual property (IP) protection

• Generate and append content with unique licenses in the form of a water mark ID, referred to in the TrueRights Platform, it's website and in marketing materials as as the “TrueRights” stamp.
• Detection of unauthorized use of Talent’s IP, via platform APIs and/or manual detection. 
• Escalation of violations to platforms and/or marketing channels on which the content is detected, seek legal counsel and/or escalate to legal authorities if required.
• The platform scans for unauthorized use of Talent's intellectual property, including defamation, fraudulent use, and misuse of AI-generated content.
• Detected violations will be reported to Talent and Management for escalation if necessary.

4.5 Generative AI content approval

• Talent and/ or talent management to review and approve generative AI content for brand campaigns.
• Define licence and usage terms for such content.
• Generate and append content with unique licenses in the form of a water mark ID, referred to in the TrueRights Platform, it;s website and in marketing materials as as the “TrueRights” stamp.  
• Users can upload generative AI content for review and approval before commercial use.
• Any unauthorized or unapproved use of generative AI content is prohibited and subject to penalties.
• Talent Gen AI Licensing: Agreement facilitation between Talent and Brand (or the Brand's Gen AI Tool partner) for licensing of Talent image/data for the creation of AI Generated Content, aligned to our Talent and Brand Terms of Service,
• Gen AI Tool Partner Compliance: Gen AI Tool partners agree to TrueRights Code of Conduct on Talent data use and privacy policies to ensure ethical and responsible AI.
• On-Platform Licensing Calculator: Licensing terms from calculator added into the scope and integrated into structured licensing agreements.

4.6 Marketing agreement

Subject to approval, Talent’s name, likeness, and image may be used in TrueRights marketing campaigns, adhering to agreed creative and media guidelines.

We may modify and update our platform and services from time to time to reflect changes to our products, user needs and business priorities. We will provide reasonable notice of any significant changes so you can understand how they may affect your use of our platform and services.

We may also amend these Terms from time to time. Every time you access our platform, please review these Terms to ensure you understand the terms that apply at that time.

TrueRights reserves the right to update platform features, tools, or this policy. Users will be notified of significant changes at least 30 days before implementation.

We do not guarantee that our platform or services will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of our platform for business and operational reasons.

We will attempt to provide reasonable notice of any suspension or withdrawal.

Maintenance schedules will be communicated to minimize disruption to services.You are responsible for ensuring that all persons who access our platform through your connection are aware of these Terms and comply with them.

If you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party.

We have the right to disable any user identification code or password at any time if, in our reasonable opinion, you have failed to comply with any provisions of these Terms.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@truerights.com.

Users must comply with the following guidelines when using the TrueRights platform:If you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party:

• No Unauthorized Access: Users must not attempt to gain unauthorized access to any part of the platform or interfere with its operations.
• Respect for IP: Users must not upload, share, or use any content without proper authorization.
• No Fraudulent Activity: Users must not engage in fraudulent campaigns, misrepresent Talent's agreements, or manipulate platform tools for unlawful purposes.
• Data Integrity: Users must ensure that any data input into the platform is accurate and complies with applicable laws.

8.1 Prohibited Uses

You may not use our platform:

• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate or humiliate any person.
• To transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or computer code designed to adversely affect the operation of any computer software or hardware.
• To exploit platform vulnerabilities or reverse-engineer tools.
• To submit defamatory, offensive, or misleading content.
• To misuse Talent's name, likeness, or content outside approved terms.

8.2 Content Standards

Any content you contribute to our platform must:

• Be accurate (where it states facts).
• Be genuinely held (where it states opinions).

Content must not:

• Be defamatory, obscene, offensive, hateful or inflammatory.
• Bully, insult, intimidate or humiliate.
• Promote sexually explicit material or violence.
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any copyright, database right or trademark of any other person.
• Be likely to deceive any person or breach any legal duty owed to a third party.
• Promote any illegal content or activity.
• Be threatening, abusive or invade another's privacy.
• Impersonate any person or misrepresent your identity or affiliation.

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our platform or services. This includes using:

• Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the platform or any data, content, information or services.
• Any automated analytical technique aimed at analysing text and data in digital form to generate information including patterns, trends and correlations.

These provisions are an express reservation of our rights, including for the purposes of applicable copyright directives. This clause shall not apply insofar as we are unable to exclude or limit such activity by contract under applicable laws.

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

All user data is processed and stored in compliance with applicable data protection laws, including GDPR. Users are prohibited from sharing or disclosing sensitive data obtained via the platform without proper authorization. TrueRights implements encryption, access controls, and monitoring to protect user data.

All data, reports, and insights shared via the TrueRights platform are confidential and must not be disclosed without prior written consent unless required by law.

12.1 Free Platform Access

The TrueRights platform is free to join for all users. Basic access to core platform functionality is provided at no cost to enable transparent collaboration between Talent, Talent Management, and Brands. Fees and payments to TrueRights are across the platform and services usage as detailed in section 4 titled "services offered" are subject to the discretion of TrueRights and Talent and/or Talent Management and / or Marketing Agencies and / Or Brands directly.

12.2 Talent Fee Structure

For Talent and Talent Management:

• Platform access is provided free of charge.
• TrueRights operates on a success-based fee model, taking a percentage of the total licensing deal value only when agreements are successfully completed.
• Our percentage varies depending on the opportunity, relationship, and tier of services provided.
• We facilitate fair market licensing rate negotiations between Talent and Brands.
• All fees are completely transparent with no hidden charges.
• TrueRights acts as an independent authority to ensure equitable licensing terms.

12.3 Brand Fee Structure

For Brands and Marketing Agencies:

• Basic platform access is free to join.
• Certain advanced features and solutions may require upfront costs or onboarding fees.
• Brands retain full ability to purchase and license rights regardless of fee tier.
• Specific premium services and enhanced functionality may be subject to additional charges.
• All applicable fees will be clearly disclosed prior to service activation.

12.4 Transparent Fee Model

Our fee structure is built on complete transparency:

• Free to Join: No cost barriers to platform entry.
• Feature-Based Pricing: Some advanced features require set fees, clearly disclosed upfront.
• Usage-Based Success Fees: Revenue sharing only occurs when licensing deals are successfully completed.
• No Hidden Charges: All fees, percentages, and costs are transparently communicated.
• Pay-for-Value: Fees are only implemented when services are actively used and value is delivered.

12.5 Payment Terms

All fees and payments are processed in accordance with the specific terms outlined in individual agreements, SOWs, or MSAs. Payment schedules, methods, and terms will be clearly specified for each engagement or service tier.

13.1 TrueRights Responsibilities

• Provide access to platform tools and regular updates on service usage.
• Ensure platform performance as per agreed service levels.

13.2 Talent, Managers, and Brands Responsibilities

• Talent and Managers must provide accurate campaign data and feedback.
• Brands must adhere to approved usage rights and campaign terms.
• All parties are responsible for compliance with local and international laws.

TrueRights retains ownership of all proprietary tools and insights. Licensed data is for the exclusive use of Talent, Managers, or Brands during the agreement period.

We do not guarantee that our platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and systems to access our platform. You should use your own virus protection software.

You must not misuse our 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 platform, the server on which our platform is stored or any server, computer or database connected to our platform. You must not attack our platform via a denial-of-service attack or distributed denial-of-service attack.By breaching these provisions, you may commit a criminal offence.

We will report any such breach to relevant law enforcement authorities and cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our platform will cease immediately.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.If you wish to link to or make any use of content on our platform other than that set out above, please contact us at info@truerights.com.

TrueRights is not liable for:

• Indirect or consequential damages arising from service use.
• Misuse of Talent's content, IP or campaigns by third parties.
• Any content featuring Talent that does not bear the TrueRights Stamp, a unique licence in the form of a water mark ID.
• Loss of profits, sales, business, or revenue.
• Business interruption or loss of anticipated savings.
• Any loss or damage arising from use of, or inability to use, our platform.
• Use of or reliance on any content displayed on our platform.

We do not exclude or limit our liability where it would be unlawful to do so, including liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.

18.1 Reporting Violations

Users can report violations of this policy by contacting info@truerights.com. Reports must include sufficient details to allow for investigation.

18.2 Breach of Acceptable Use Policy and Consequences

When we determine that a breach of this acceptable use policy has occurred, we may take appropriate action including:

• Immediate, temporary or permanent withdrawal of your right to use our platform.
• Immediate, temporary or permanent removal of any content uploaded by you.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs resulting from the breach.
• Further legal action against you.
• Disclosure of information to law enforcement authorities as reasonably necessary.
• Financial penalties for damages caused by misuse or unauthorized activities.

We exclude our liability for all action we may take in response to breaches of this policy. The actions we may take are not limited to those described above.

These Terms apply during the active agreement period. Either party may terminate the relationship with 30 days' written notice unless otherwise specified in the MSA.

Disputes arising from platform use must first be addressed through good-faith discussions. Unresolved disputes will follow the arbitration process outlined in the Master Services Agreement.

TrueRights reserves the right to modify these Terms. Changes will be communicated to all users 30 days before implementation.

These Terms are governed by the laws of England and Wales.

For any inquiries, concerns, questions or support related to this policy, please contact us at:

TrueRights Ltd.
Address: SBC House, Restmor Way, Wallington, England, SM6 7AH
Email: info@truerights.com

All data, reports, and insights shared via the TrueRights platform are confidential and must not be disclosed without prior written consent unless required by law.