The agreement between you and PESONA when you license your face.
This is the agreement between you (the “Contributor”) and Fresh Day Production Co., Ltd., the company that operates the PESONA platform (“PESONA”, “we”, “us”). It is the legal foundation that protects both you and the brands that license your face.
PESONA is different from a traditional model release. You are not signing your face away. You keep ownership of your likeness. You grant a limited, revocable permission for it to be licensed — on your terms, recorded, and enforced — and you are paid every time it is used.
English is the master version of this Agreement. The Thai version is a corresponding translation. In the event of inconsistency, the English version shall prevail to the extent permitted by applicable law.
For purposes of this Agreement:
A PESONA-generated standard Character Sheet is distinct from a Client-requested Evaluation Preview. Both are covered by the core contractual authorization and may be created before Activation solely for permitted marketplace selection and evaluation while every required Biometric Consent remains valid. Neither is commercial content unless expressly included in an Activated Usage Brief.
“Source-Derived Working Image” means an internal PESONA working file prepared from authorised Source Material for controlled generation, validation, security and provenance. It is not a Client deliverable, may not preserve or expose an original or near-original upload to a Client, and excludes any right to Source Material, metadata, EXIF data, Biometric Data, templates, embeddings, models or other technical representations.
You retain:
You grant PESONA a limited, non-exclusive, revocable only in accordance with Clause 10 and subject to the continued validity of licences validly issued before the effective date of withdrawal, and sublicensable licence, which is non-transferable except as expressly permitted under Clause 18, to:
For a Composite Persona, each source Contributor retains all underlying rights in that Contributor's own Likeness. To the extent legally permissible, PESONA owns or controls the platform-generated arrangement, formatting and technical composition as between PESONA and the Client, but no such right permits PESONA to use a source Contributor beyond that Contributor's recorded consent.
in each case solely within your Consent Preferences and the applicable Usage Brief.
Every licence must be scoped, recorded and time-limited.
Nothing in this Agreement constitutes a perpetual buyout, assignment or transfer of ownership of your Likeness.
No right is granted to PESONA, a Service Provider or a Client beyond the rights you have expressly authorised.
Where you have affirmatively enabled the Character Sheet / Marketplace Presentation Use permission, you grant PESONA the limited right to use and process your authorised Likeness, Source Material and necessary face-related data to create, generate, modify, adapt, reproduce, display, provide, and permit authorised download or sharing of Character Sheets for legitimate PESONA marketplace, casting, selection, creative-evaluation, licence-solicitation and licence-evaluation purposes. This grant remains subject to your applicable profile-visibility settings, Consent Preferences and notified restrictions and does not authorise a Client’s commercial use.
Where you have affirmatively enabled Authorised Final Output Use and Delivery, you grant PESONA a limited, non-exclusive licence to reproduce, copy, technically process, remove unnecessary metadata from, resize, convert, quality-adjust, protect, watermark, assign a License ID to, license and deliver a Authorised Final Output to a Client and its Authorised Campaign Parties solely under an Activated Usage Brief and within your Consent Preferences. This permission does not transfer ownership of your Likeness or Source Material and does not authorise delivery of raw Source Material or Biometric Data.
Before your profile becomes available for licensing, you must set your Consent Preferences.
Your Consent Preferences define the maximum scope within which Clients may license your Likeness.
Consent Preferences may include: (a) Media Types - still image, video, speaking video, audio and other available formats; (b) Territories - countries or markets in which use is permitted; (c) Duration - the maximum permitted licence period; (d) Categories - product, service and campaign categories you permit; (e) Rate - applicable pricing or minimum rate parameters; (f) Exclusivity - whether exclusivity is permitted and, if so, its permitted category or competitor scope, territory, duration and pricing parameters; and (g) any additional permissions made available through PESONA. (h) Composite Persona Use - whether your Likeness may be blended or combined with other Contributors, together with any applicable category, territory, duration, exclusivity and pricing/allocation limits; and (i) Standing Licence - whether you permit one-, three- or five-year standing licences and the maximum duration, categories, territories, exclusivity parameters and minimum pricing applicable to each permitted term.
Anything you have not expressly enabled is not licensed. No default, pre-ticked setting, empty field, inferred preference or system assumption constitutes consent unless the relevant permission is clearly presented to you and you affirmatively confirm it. Exclusivity, Composite Persona Use and Standing Licences are disabled unless affirmatively enabled by you.
Changes to your Consent Preferences apply prospectively to new licences only.
A valid licence issued before a change remains effective until its agreed expiry or earlier termination in accordance with its terms, unless otherwise required by Applicable Law. Core Marketplace Authorization and Role Character Sheets, Composite Personas and Evaluation Previews are included in the core contractual authorization and do not use separate commercial permission switches. They may be processed only while every required Biometric Consent remains valid. Role affects scope and price but cannot expand Consent Preferences. Module B and delivery of Source Material or original/near-original uploads are closed and unavailable.
Before activation, PESONA may verify your identity to protect you and prevent fraudulent or duplicate registration of your Likeness.
Verification may include:
PESONA may perform verification itself or through an approved Service Provider. Where a third-party verification provider is used, PESONA will identify that provider or relevant category of provider through the Privacy Policy or another appropriate notice where required by Applicable Law.
Identity and Biometric Data collected through verification may only be processed for legitimate verification, fraud prevention, security and authorised platform purposes described in this Agreement and the Privacy Policy.
You may voluntarily link supported social-media accounts to provide additional Source Material for improving authorised AI Renders.
Linking is optional and is not required to join or remain active on PESONA.
PESONA will access or import only material within the scope disclosed to you at the time of linking and will not post, message, modify content or otherwise act through your linked account unless separately authorised.
By linking an account or providing Source Material, you represent and warrant that you have all rights, licences, permissions and consents necessary to provide that Source Material and permit PESONA and its authorised Service Providers to process and use it under this Agreement.
You must not knowingly provide Source Material that infringes another person's copyright, trademark, privacy, publicity, personality or other legal rights.
Where Source Material contains another identifiable person, you must have all permissions, consents or releases required by Applicable Law, unless PESONA excludes the relevant material before processing or use.
You may unlink an account at any time. Unlinking stops future access or imports but does not invalidate lawful processing previously undertaken or licences validly issued before unlinking.
PESONA or an authorised administrator may import or upload material on your behalf only where (i) you have authorised the relevant source or import, or (ii) PESONA has an independent lawful right to obtain and use that material for the stated platform purpose. Your warranties in this Agreement apply to material you supplied, selected, linked or affirmatively approved; they do not automatically make you responsible for provenance of material independently sourced by PESONA without your direction. PESONA may require your confirmation before such material is used for licensing or generation.
Biometric Data is sensitive personal data. Where consent is the lawful basis, processing is governed by the separate PESONA Biometric Consent Version 3.3, which records the exact presented text, identity, purpose, version, timestamp, IP address and device. Withdrawal is as easy as giving consent. It blocks new affected processing immediately, completes operational deactivation within 24 hours and triggers deletion or irreversible de-identification within 30 days, subject to lawful retention and isolated backups. Withdrawal does not invalidate prior lawful processing or a Licence validly Activated beforehand.
PESONA and authorised Clients may create AI Renders incorporating your Likeness only within the scope of your Consent Preferences and the applicable authorised Usage Brief.
PESONA may use approved AI technology providers as Service Providers to generate or process AI Renders. Such providers must be contractually restricted from using your Likeness, Source Material or Biometric Data for unrelated purposes or unauthorised model training.
AI Renders may adapt elements reasonably required for an authorised campaign, including styling, setting, wardrobe, pose, expression and similar creative elements.
An AI Render must not:
You retain all underlying rights in your Likeness.
A Client receives only the rights expressly granted under the applicable Usage Brief and Client licence.
Where a Composite Persona has been validly authorised by all source Contributors, PESONA may generate and license Outputs of that Composite Persona within the intersection of all applicable source permissions and any narrower terms stated in the Usage Brief. A Client may use such authorised Composite Persona Outputs but may not separate, identify, extract, reconstruct or independently reproduce any source Contributor, underlying blend, face representation, model or technical component.
A Client's right to use an Output ends when the applicable licence expires or terminates, except to the extent that limited archival, record-keeping, evidence-preservation or compliance retention is permitted by Applicable Law or the licence.
Such retention does not permit continuing commercial use after the licence ends.
Evaluation Previews are not commercial licences and may not be used publicly, externally or in a campaign. They must remain subject to PESONA’s evaluation-only controls and cannot be converted into a commercial Output except through a separately Activated Usage Brief.
Clients are prohibited from creating or obtaining a Digital Replica of you. No Usage Brief, Role, Standing Licence or other transaction-specific term may waive or dilute that prohibition unless PESONA introduces a separately documented product with the additional permissions and lawful bases required by Applicable Law.
For Composite Personas, PESONA may use technical similarity, identifiability or other risk screening and may reject, quarantine or regenerate an Output where it reasonably considers the Output too closely resembles a source Contributor or creates material rights, privacy or misidentification risk. PESONA does not promise that a Composite Persona is anonymous merely because multiple sources were used.
PESONA may generate a Character Sheet before Activation only where the Character Sheet / Marketplace Presentation Use permission is affirmatively recorded. Such generation is for marketplace presentation and licence evaluation only, does not create an Activated Output, and does not require a Usage Brief unless and until a Client seeks commercial use. Any commercial use of the Contributor’s Persona or an image selected or derived from a Character Sheet requires a valid Usage Brief and Activation.
PESONA may create and deliver a Authorised Final Output only after the Client has satisfied the applicable payment or approved credit conditions, PESONA has validated the transaction against the Contributor’s recorded permission and Consent Preferences, and the Usage Brief has been Activated. The Client’s commercial use is limited to that Usage Brief. A Character Sheet may accompany delivery for reference, selection or production consistency, but may be used commercially only if expressly designated as a Licensed Deliverable in the Usage Brief.
Your Likeness may never be licensed through PESONA for:
These restrictions override Consent Preferences and cannot be enabled by a Contributor or Client.
Alcohol, gambling or betting, tobacco or vaping and other legally regulated categories identified by PESONA will be disabled by default and may be enabled only through specific opt-in consent where legally permitted.
Even where you opt in, PESONA may reject, restrict, suspend or refuse to issue a licence where PESONA reasonably determines that the proposed use may violate Applicable Law, PESONA policy or applicable market requirements.
The Client remains responsible for ensuring that its campaign and use of licensed content comply with Applicable Law in every territory in which it is used.
Subject to the applicable licence terms:
For a Composite Persona, the aggregate source-Contributor allocation attributable to that Composite Persona must equal 100% of the Contributor Licence Fee Subtotal attributable to that Composite Persona before application of each Contributor's agreed revenue-share percentage, unless every affected Contributor has expressly accepted a different disclosed allocation methodology before Activation.
Any adjustment following a refund, reversal, fraud or chargeback is intended only to restore the parties to the economic position contemplated by the transaction. PESONA will not obtain double recovery of the same amount from both the Client and the Contributor.
PESONA will maintain records sufficient to identify the licence giving rise to each Contributor payment.
For a Composite Persona licence, the applicable Usage Brief or internal auditable allocation record must state the portion of the Contributor Licence Fee attributable to each source Contributor before the licence is issued. Your revenue share is calculated only on the portion attributed to your Likeness, and the total allocations may not exceed the Contributor Licence Fee subtotal.
Where you were introduced or recruited through an agency or authorised recruitment partner, PESONA may pay that party a separately agreed commission from PESONA's own marketplace revenue share. Unless you expressly agree otherwise, such commission does not reduce your stated percentage of the Contributor Licence Fee and does not give the agency any ownership or continuing licence right in your Likeness.
No change to the Contributor revenue-share percentage for a particular licence will apply unless the changed percentage is disclosed to and accepted by the Contributor before that licence is entered into.
Where Role affects a transaction price, your share is calculated from the applicable Contributor Licence Fee after the Role has been derived and validated for that transaction. A Role change for a renewal or a new transaction does not retrospectively change an amount already earned under an earlier Activated licence.
If a Client payment is refunded, reversed or charged back and the corresponding licence or amount is validly cancelled or adjusted, PESONA may reverse only the Contributor amount attributable to that affected transaction. If that amount has already been paid out, PESONA may record a negative wallet balance or set off the recoverable amount against future earnings, subject to notice, reasonable transaction evidence, Applicable Law and the no-double-recovery rule. If a provisional reversal is later resolved in PESONA’s favour or the Client amount is restored, PESONA will restore the corresponding Contributor credit. No clawback applies to the extent the refund or loss resulted from PESONA’s own unauthorised use, material breach, gross negligence or wilful misconduct.
PESONA will use commercially reasonable efforts to:
Enforcement steps may include notice to the Client, takedown requests, suspension of an account or licence, preservation of evidence or legal action where PESONA reasonably considers such action appropriate and proportionate.
PESONA does not guarantee that every unauthorised use will be detected, prevented, removed or successfully enforced.
PESONA may maintain separate auditable records for Evaluation Previews that do not yet have a commercial License ID, including a Preview or Audit ID, Contributor reference, Client account, prompt or generation instruction, timestamp and applicable consent record. Commercial Outputs remain linked to the applicable License ID as required by the Activated licence.
For role-derived transactions, PESONA may retain the Role Signals, derived Role, role reason, changes and related Usage Brief evidence so that pricing and licensed prominence can be audited.
You may withdraw from PESONA at any time by providing 30 days' written or electronic notice through an account process or other method approved by PESONA.
When withdrawal becomes effective:
Any information retained after withdrawal will be restricted to those purposes and handled in accordance with Clause 15.
You may separately withdraw consent to Biometric Data processing where permitted by Applicable Law. Withdrawal does not affect the lawfulness of processing carried out before withdrawal became effective. Existing Outputs and licences validly issued before the withdrawal remain valid in accordance with their terms, but PESONA will cease future Biometric Data processing that requires consent, including new generation dependent on such processing, unless and only to the extent another lawful basis permits that processing. If continued performance of an active licence requires Biometric Data processing for which no lawful basis remains, PESONA may suspend further generation while preserving the Client's rights in Outputs already validly generated, subject to Applicable Law and the applicable licence terms.
For Standing Licences and Composite Persona licences validly issued before withdrawal, withdrawal prevents new licences after the effective withdrawal date but does not terminate the existing licence or the Client's rights in Outputs already validly generated, unless the applicable Usage Brief expressly provides an earlier termination right or Applicable Law requires otherwise. After withdrawal, PESONA will not issue a new Composite Persona licence incorporating your Likeness. PESONA may conduct new composite generation under an existing valid licence only if, before that licence was issued, you expressly authorised generation to continue for the stated licence term notwithstanding a later withdrawal, the generation remains within the recorded licence scope, and PESONA continues to have every lawful basis required for the processing involved, including any Biometric Data processing. In the absence of that express surviving-generation consent or a required lawful basis, withdrawal stops new composite generation while preserving rights in Outputs already validly generated.
Withdrawal prevents new licensing or delivery of Authorised Final Outputs after its effective date unless a separately recorded surviving right applies. A licence validly Activated before withdrawal continues for its stated term, subject to the applicable Usage Brief, without creating any right to new files, replacement files or expanded use.
You represent and warrant, on a continuing basis, that:
For avoidance of doubt, paragraphs (e) through (g) apply to Source Material that you supplied, selected, linked or affirmatively approved. They do not create a warranty by you as to material independently sourced by PESONA without your direction, except to the extent you later approve or adopt that material for use.
Once a licence has been validly issued within your Consent Preferences and the applicable Usage Brief, individual approval of each AI Render is not required unless expressly provided otherwise in the relevant licence.
Your protections regarding permitted categories, territories, duration, rates, prohibited uses, defamation and false endorsement remain applicable.
To the extent legally permissible, you agree not to assert moral rights or similar rights solely to prevent a use that falls fully within an authorised licence.
Nothing in this Clause waives rights relating to use outside the licence, unlawful use, defamation, false endorsement or any right that cannot lawfully be waived.
When your Likeness is selected or licensed, PESONA may initially provide limited information such as category, territory, duration and applicable rate without identifying confidential Client or campaign information.
Before additional confidential Client or campaign information is disclosed, PESONA may require you to enter into an NDA or accept additional confidentiality terms.
You must not disclose or misuse confidential information received through PESONA.
Confidentiality obligations survive licence rejection, withdrawal or termination for the period stated in the applicable NDA or, where no period is stated, for so long as the information remains confidential by nature.
This Clause does not prevent disclosure required by Applicable Law or a competent authority, provided that notice is given to PESONA where legally permitted.
PESONA will treat your legal identity, identity documents, Biometric Data and other non-public personal information as confidential.
Your legal name will be used only where reasonably necessary for contracting, verification, compliance, payment or other legitimate platform purposes.
Public-facing profiles will display only information that you have authorised for public display.
Access to sensitive identity information will be limited to authorised personnel and Service Providers with a legitimate need to access that information.
PESONA will not disclose sensitive identity information to Clients except where necessary for a lawful transaction, compliance obligation or dispute and where such disclosure is permitted under Applicable Law and the Privacy Policy.
PESONA will process personal data in accordance with Applicable Law and its Privacy Policy.
Subject to Applicable Law, you may have rights including access, correction, withdrawal of consent, deletion, restriction or objection to processing, data portability and complaint to a competent supervisory authority.
PESONA will implement reasonable administrative, organisational and technical safeguards appropriate to the nature and sensitivity of the data processed.
PESONA may use Service Providers for cloud hosting, identity verification, cybersecurity, payments, AI processing, fraud prevention and other necessary operations. Such Service Providers must process personal data only for authorised purposes and subject to appropriate contractual, confidentiality and security obligations.
Where personal data is transferred internationally, PESONA will implement safeguards required by Applicable Law.
In the event of a personal-data breach, PESONA will investigate, mitigate and make notifications as required by Applicable Law.
Retention periods will be determined by the purposes of processing, active licences, fraud prevention, dispute handling, evidence preservation, tax and accounting requirements and other applicable legal obligations.
Where data is no longer required, it will be securely deleted, destroyed or anonymised unless retention is required by Applicable Law.
The Privacy Policy also governs Physical Measurements, Evaluation Preview records, Role Signals, generation-credit transactions and Composite similarity or identifiability screening records where such data is processed in connection with PESONA.
PESONA is available only to Contributors aged 18 or older.
You must be at least 18 years old and legally capable of entering into this Agreement.
PESONA may require evidence of age as part of identity verification.
An account found to have been created by, for or on behalf of a person under 18 may be suspended or terminated, and relevant data will be handled in accordance with Applicable Law.
PESONA may introduce a separate programme for minors in the future only under separate terms and safeguards addressing parental or guardian consent, child protection, payments, privacy and Biometric Data.
No guardian may enter into this Agreement on behalf of a person under 18 under the current PESONA programme.
You agree to indemnify and hold harmless PESONA, its affiliates, directors, officers and employees from third-party claims, losses, liabilities, damages and reasonable costs arising directly from:
Your indemnity obligation does not apply to the extent that a claim or loss results from PESONA's own unauthorised use, material breach of this Agreement, gross negligence or wilful misconduct.
To the maximum extent permitted by Applicable Law, PESONA's aggregate liability arising out of or relating to this Agreement, whether in contract, tort or otherwise, will not exceed US$50,000.
PESONA will not be liable for indirect, consequential, special or punitive losses, or loss of anticipated profits, except to the extent such exclusion is prohibited by Applicable Law.
Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot lawfully be excluded or limited, including liability arising under mandatory personal-data protection law.
PESONA may assign or transfer this Agreement, relevant licences, Consent Preferences and associated operational records to an affiliate, successor, parent company, acquirer or transferee as part of a bona fide corporate reorganisation, financing, merger, acquisition, sale or transfer of the PESONA business.
Any assignee must assume PESONA's material obligations under this Agreement.
An assignment must not materially reduce your existing rights under an active licence.
Where personal data is transferred as part of such transaction, the transfer must comply with Clause 15 and Applicable Law.
You may not assign this Agreement, transfer your Contributor account or permit another person to use your Contributor identity without PESONA's prior written consent.
This Agreement takes effect when validly accepted and continues until withdrawn or terminated.
PESONA may amend this Agreement where reasonably necessary for legal, regulatory, security, technological or commercial reasons.
PESONA will provide reasonable notice of material changes.
Changes will not retrospectively alter material terms of a licence already issued unless required by Applicable Law or expressly agreed by the affected parties.
If you do not accept a material amendment, you may withdraw in accordance with Clause 10.
PESONA may suspend or terminate an account for fraud, material breach, intellectual-property infringement, identity manipulation, security risk, unlawful activity or other material violation of PESONA policies.
Where reasonably practicable and appropriate, PESONA may provide notice and an opportunity to remedy a remediable breach before termination, except where immediate suspension or termination is reasonably necessary to protect PESONA, Clients, Contributors, data security or third parties.
Termination does not affect payment obligations, confidentiality duties, liability provisions, valid existing licences or other provisions that by their nature survive termination.
PESONA may update operational details, rate cards, quotas, credit prices, technical controls, retention schedules and feature names outside this Agreement where those details do not materially expand a consented class of processing or reduce accrued rights. A materially new consent-relevant processing class, or a material expansion of an existing consent class, requires fresh or additional affirmative permission where required by Applicable Law. PESONA will maintain version and acceptance evidence for material agreement changes.
At renewal of a Standing Licence, any Role and corresponding rate for the renewal term may be re-derived from the planned use and then-current disclosed rate structure. A renewal is not effective until the renewed Role, scope and price are disclosed and accepted as required by the applicable Usage Brief and Client Agreement.
This Agreement is governed by and construed in accordance with the laws of Thailand.
If any dispute, controversy or claim arises out of or in connection with this Agreement, the parties will first attempt in good faith to resolve the matter through negotiation.
If the dispute is not resolved within 30 days after one party receives written notice of the dispute from the other party, the dispute will be finally resolved by arbitration administered by the Thailand Arbitration Center (THAC) in accordance with the THAC Arbitration Rules in force at the time the arbitration is commenced.
The seat of arbitration will be Bangkok, Thailand.
The tribunal will consist of one arbitrator.
The language of arbitration will be English.
Hearings may be conducted electronically or remotely to the extent permitted by the applicable arbitration rules.
Nothing in this Clause prevents either party from seeking urgent interim, injunctive or protective relief from a court of competent jurisdiction where reasonably necessary to prevent or address unauthorised use of Likeness, infringement of intellectual property rights, misuse of personal data, breach of confidentiality or preservation of evidence.
By accepting this Agreement, you confirm that:
If platform Terms of Service, help text, product copy or another general PESONA policy conflicts with this Agreement, this Agreement prevails with respect to your Likeness, Consent Preferences, payments, licences and Contributor rights, unless the conflicting document expressly states that it amends this Agreement and you separately accept that amendment. PESONA should retain the version, acceptance timestamp and an auditable copy or hash of the agreement you accepted.
Your electronic acceptance will be timestamped and associated with your Contributor account and consent records.
PESONA will maintain records sufficient to identify, where applicable:
- Agreement Version;
- Contributor ID;
- Consent Preferences Version;
- Consent Record ID;
- Date and Timestamp;
- applicable Usage Brief; and
- applicable License ID.
These records are intended to establish an auditable record of who provided consent, what was authorised, when consent was provided, which version of this Agreement applied and which licence or Usage Brief was associated with the authorised use.
PESONA will make a copy of the Agreement accepted by you, or an accessible electronic record of it, available to you where required by Applicable Law.
Required acknowledgement:
Optional Product permissions are separate and off unless affirmatively enabled. They include Body Likeness, Contributor Voice, Speaking Output, Research Participation, API Distribution, Reseller Distribution, External Face if later launched, and any future AI Training/LoRA or reusable Digital Replica product. Character Sheet, Composite Persona and Evaluation Preview are core contractual authorizations and have no separate commercial switch, but may be processed only while every required Biometric Consent and safety control remains valid. Module B Module B Closed - No Source Material Delivery is closed.
For each enabled optional class, you grant PESONA only the rights reasonably necessary to configure, process, license, administer, secure, audit and enforce the Product under an Activated Usage Brief. Core marketplace materials may be created before Activation for legitimate selection and evaluation, but are not commercial campaign content unless included in an Activated Usage Brief. PESONA does not deliver original or near-original Source Material to a Client.
Face, Body Likeness and Voice permissions are independent. A Speaking Output requires the exact authorised combination and a Script Approval Record for the script, language, material context and version or hash; a material change requires renewed approval. Research use is limited by project, sector, attributes, purpose and term. Open-web Face Monitoring remains off by default and requires impact assessment, jurisdiction-specific approval, approved sources, human review and a false-positive process before launch. No Product permission authorises a reusable voice model, biometric template, embedding, LoRA or other Digital Replica unless a separate lawful consent expressly states otherwise.
Withdrawal of an optional Product permission operates prospectively after PESONA processes it. It stops new affected Activations but does not invalidate prior lawful processing or automatically terminate an existing valid Usage Brief, subject to the withdrawal, expiry and mandatory-law provisions of this Agreement.
You sign this Agreement once and configure separate Consent Preferences and Product permissions. Once effective, you authorise PESONA to activate each in-scope Instant Licence without sending the Usage Brief to you for another signature or approval. This does not waive any separate consent required by law and does not apply to a material deviation, disabled permission, restricted or sensitive category, new script or voice use requiring approval, or Controlled Licence. Silence, inactivity or a pre-ticked control is never permission.
PESONA shall validate each proposed Licence against the effective Authorization Record and applicable Product controls before Activation. Contributor allocations arise only from an Activated and paid transaction and are administered under the payment terms, including permitted reserves, refunds, taxes, chargebacks and corrections. PESONA may provide prompt informational notice after Activation, including the Licence ID, Client or end brand, Product, principal scope, term and allocation; such notice is not an approval request unless expressly labelled as an exception request.
A withdrawal or reduction takes effect prospectively after authentication and the stated processing period. PESONA must stop new matching and Activation to the extent withdrawn when the change becomes effective. It does not invalidate an Instant Licence validly activated beforehand; that Licence and necessary administration, payment, audit, complaint and legal records survive for their applicable terms. PESONA shall display the effective time and may temporarily pause transactions while a material change is processed.
PESONA is responsible for operating the validation and Activation process with reasonable care and for a Licence it issues outside the recorded authority due to its breach, gross negligence, wilful misconduct or fraud, subject to mandatory law and the agreed liability regime. You remain responsible for your identity, authority, declarations, Source Material and undisclosed conflicts. The Client remains responsible for its campaign, instructions, recipients and use outside the Licence. No term excludes liability that law does not permit to be excluded.
A commercial setting change takes effect 48 hours after authenticated submission and may be made at most once in any seven-day period. Until effective, the preceding setting governs marketplace display, addition to projects and payment. Pausing availability, withdrawing Biometric Consent and requesting account deletion may be initiated at any time, do not count toward the weekly limit and remove the Persona from new marketplace matching immediately. Paid and Activated Licences remain effective.
Story is off unless you affirmatively select or confirm it after reviewing the Story panel; no Story or genre permission arises solely from a pre-selected setting. A Story Licence is limited to one named production and one character. Once that production is lawfully released, authorised copies may continue to be distributed for the life of that production. New seasons, sequels, spin-offs, remakes, other productions, advertising, merchandise and asset reuse require a new Licence. Story exclusivity requires Deal Specific Approval, covers only Story work in the same selected genre, and ends at the earlier of 12 months after first release and 18 months after purchase. Advertising and other genres remain available. The exclusivity fee uses your selected rate, defaulting to two times the applicable base amount, and your allocation follows the accepted Usage Brief.
Never allowed even with consent: explicit or pornographic sex or nudity; real or simulated sex acts; portraying a real identifiable person or re-enacting a real crime or news event; content that promotes self-harm, suicide, hate or extremism; disguised advertising; or political campaigning. Separate affirmative choices are required for violence/death; villain/criminal roles; kissing, romance or implied non-explicit sex; swimwear, underwear or shirtless scenes; character smoking, drinking or drug use; and gambling or weapons scenes. An unselected item requires a project-specific request. You may choose No thanks, Yes for this project only, or Yes and allow this in future. No response within seven days is a refusal. Removing a future permission blocks new projects immediately but does not invalidate an Activated Licence.
A base Film Licence covers festivals and free release. Cinema, paid television, paid streaming or any sale requires the Film Upgrade Rate shown in the accepted Usage Brief, with a current default of 50% of the original Licence Price, payable at checkout or before paid release. Your allocation is the rate shown in that Usage Brief, with a current default of 70%. A documented administrator waiver must not reduce your allocation unless you separately agree. Game size and true-up follow the accepted Usage Brief. Once per 12 months, PESONA may require a release-date and tier confirmation and reasonable evidence; a false declaration is a material breach.
PESONA is responsible for operating validation and Activation with reasonable care and for a Licence issued outside the effective Authorization Record because of PESONA’s breach, gross negligence, wilful misconduct or fraud. For ordinary contractual and economic loss, aggregate liability will not exceed US$50,000. The exclusions and non-limitable liabilities stated in the Terms apply.
You must review and affirmatively confirm each applicable setup panel. A panel may not create a licence permission solely from a pre-selected commercial setting. PESONA records the panel, text/version, choice and time. Advertising-duration settings apply only to advertising. Story distribution follows Clause 29. Existing Contributors with a limited advertising duration are not enrolled into Story work unless they separately confirm the Story term.