Last updated February 17 2025

1. Terms.  These 4C Verified Terms of Service (these “Terms”) describe our respective rights and responsibilities related to your inclusion in 4C Verified (the “Program”), and Vermillio’s efforts associated with the Program (the “Services”).  Please read these Terms carefully; if you don’t agree to be bound by these Terms, you cannot participate in the Program, or receive the benefit of the Services.

2. These Terms Form a Binding Contract.  Unless the parties have mutually executed a different agreement covering your involvement in the Program or your use of the Services, these Terms form a binding contract between you and Vermillio LLC.  “We”, “our”, and “us” refers to Vermillio, while “you” or “IP Owner” refers to you (or, as applicable, the company or entity you represent).  The “Effective Date” of these Terms is the date that you first apply for the Program, or access or use any of the Services.  If you enter into these Terms in your capacity as an employee, consultant, or agent of a company or another entity, you represent that you are an employee, consultant, or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

3. These Terms Contain an Arbitration Provision.  These Terms contain an arbitration provision (see Section 19, below).  Please review the arbitration provision carefully, since it affects your rights.  By applying for or participating in the Program or by using the Services, you understand and agree to be bound by the arbitration provision.

4. We Can Modify the Terms.  We reserve the right to modify these Terms, or any of our other policies or guidelines, at any time upon notice to you.  We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a note on the Program website, or by posting the revised Terms on our website and revising the date at the top of these Terms.  Any changes or modification will be effective after we provide notice that these Terms have been modified.  You acknowledge that your continued participation in the Program or use of any Services following such notice constitutes your acceptance of the modified Terms.

5. We Can Modify or Discontinue the Program or the Services.  We reserve the right – at any time, and without notice or liability to you – to modify or discontinue the Program, its participation requirements, and/or the Services, or any part of them, temporarily or permanently.

6. Participation In the Program is Not Guaranteed.  We are under no obligation to accept you into the Program, or to provide the Services to you.  We reserve the right to determine who we allow to participate in the Program, and who we provide Services to, in our sole and absolute discretion.

7. Program Purpose.  The purpose of the Program is to enable you to learn about new data licensing opportunities for your name, image, likeness, brand(s), product(s), or content (collectively, your “Content”).

8. Opting Into the Program is Free.  Opting in to the Program is free for you – you only owe us money if and when you decide to pursue an Opportunity (defined below) that we bring to you.  

9. Your Commitments.  By applying to participate in the Program and/or receiving any Services from us, you agree as follows:

9.1 That we are permitted to surface potential revenue-generating and/or licensing opportunities to you that involve generative AI (collectively, “Opportunities”).

9.2 That we are permitted to publicize our relationship with you (including, without limitation, your name, image, likeness, and the fact that you are participating in the Program) for the purposes of (i) promoting the Program; and (ii) uncovering and pursuing Opportunities that may interest you.

9.3 That if you express interest in a particular Opportunity, we will provide you with a detailed description of the Opportunity.  You are not required to accept any Opportunity we bring to you, and these Terms will not terminate if you decide to reject any Opportunity.  If you decide to accept an Opportunity, you agree to execute a separate written agreement with us that describes each party’s respective rights and obligations, and that grants us an 8% royalty on any amounts you actually receive related to the Opportunity (each, an “Opportunity Agreement”).

9.4 That, if you decide to pursue an Opportunity we bring to you, unless the parties agree otherwise in the Opportunity Agreement, you will use Vermillio’s proprietary TRACEID™ platform and protection services to support the Opportunity.

9.5 That you acknowledge that each Opportunity we bring to you is Vermillio Confidential Information.  While you are under no obligation to accept an Opportunity, you cannot publicize its existence without our prior written consent in each case, and you may not pursue (or attempt to pursue) that Opportunity separate from us.

10. Your Content; Non-Exclusive License.  Once you join the Program, all we need in order to start finding potential Opportunities for you is your name, your email address, and your social handles.  If and when we present you with an Opportunity that you want to pursue, you may need to provide additional Content.   In such cases, you agree to provide us with Content in such format(s) as we may reasonably request.  You will be solely responsible for any costs associated with creating, collecting, or providing us with your Content.  You are under no obligation to provide Content to us, but, to the extent that you do choose to provide Content to us, you grant to us a fully paid-up, worldwide, non-exclusive, non-transferable license to view, modify, perform, create derivative works based upon, copy, and use your Content for the purpose of enabling you to participate in the Program, bringing you potential Opportunities, and providing the Services to you.  For the sake of clarity, this relationship is non-exclusive: you are allowed to continue using your Content for other purposes or with other partners without restrictions, except as otherwise set forth in Section 7 or in an Opportunity Agreement.

11. Ownership.  As between the parties: (i) you own your Content; (ii) we own the Program, the Services, and any other Vermillio products and services (including, without limitation, the TRACEID™ platform), and any and all improvements or derivative works of any of the foregoing items listed in this subpart (ii) (but not including any derivative of your Content).

12. Protecting Your Content.  The protection of your Content is a top priority for us, so we will maintain reasonable and appropriate administrative, physical, and technical safeguards to protect any Content that you provide to us.  Those safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of your Content by our personnel.  

13. Your Warranties.  You represent and warrant that you own any Content you provide or make available to us.  In addition, you represent and warrant: (i) that you have obtained all requisite rights, approvals, consents, clearances, permits and waivers needed to provide the Content to us; and (ii) that, to the best of your knowledge, no Content that you provide or make available to us will violate or infringe upon any third party’s intellectual property rights.

14. Warranty Disclaimer.  THE PROGRAM AND THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  WE EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY OPPORTUNITIES, OR THAT THE OPPORTUNITIES WE BRING TO YOU WILL BE OF INTEREST TO YOU.

15. Term and Termination.  These terms are effective as of the Effective Date, and will continue in effect until terminated.  Each party can terminate these Terms at any time upon 30 days written notice to the other (which may be provided via email).  We can terminate these Terms immediately upon notice to you (which may be provided via email) if: (i) you violate any provision of these Terms; (ii) we elect to terminate part or all of the Program, or stop providing the Services to certain clients; (iii) we have reason to believe that you do not own your Content.  If these Terms terminate or expire for any reason: (i) you will no longer be able to participate in the Program; (ii) we will promptly remove your Content from the Program database; and (iii) you will no longer receive Opportunities from us.  You acknowledge and agree that, to the extent that any Opportunity Agreements remain in force, neither termination nor expiration of these Terms will have any effect on any Opportunity Agreements then in effect.  Sections 9.5, 11, and 14 through 25 will survive the termination or expiration of these Terms for any reason.

16. Limitation of Liability.

16.1 IN NO EVENT WILL VERMILLIO’S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS, YOUR PARTICIPATION IN THE PROGRAM, OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE SERVICES EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU ACTUALLY PAID TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

16.2 IN NO EVENT WILL VERMILLIO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS, YOUR PARTICIPATION IN THE PROGRAM, OR YOUR USE (OR INABILITY TO USE) ANY PART OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF VERMILLIO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms.  This “Limitation of Liability” section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose

17. Indemnity.  You agree, at your sole expense, to indemnify and hold Vermillio (and its directors, officers, employees, consultants, customers, partners, and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising out of or relating to: (i) your Content; (ii) your participation in the Program; (iii) your use of the Services; (iv) your participation in, or any decision as to whether or not to participate in, any Opportunity; (v) any allegation that our use of your Content infringes the intellectual property rights of a third party, or (vi) your actual or alleged breach of these Terms.

18. Confidentiality.  For the purposes of these Terms, “Confidential Information” means any non-public business or technical information that either party discloses to the other, whether in writing, orally, or by any other means.  As between the parties: (i) your Content is your Confidential Information; and (ii) potential Opportunities, and any non-public portions of the Program, the Services, and Vermillio’s products and services (including, without limitation, the TRACEID™ platform) are Vermillio Confidential Information.  Each party will not use the other’s Confidential Information except as expressly permitted in these Terms.  Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care.  Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 18, and (iii) who are informed of the nondisclosure obligations imposed by this Section 18.  Each party will be responsible for the acts and omissions of its Representatives pursuant to this Section.  Nothing in this Section will restrict either party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the order or requirement.  The obligations and restrictions in this Section will not apply to any Confidential Information that: (i) was or becomes publicly known through no fault of the recipient; (ii) was rightfully known or becomes rightfully known to the recipient without restriction from a source who has a right to disclose it; (iii) was approved by the discloser for disclosure without restriction in a signed writing; or (iv) the recipient independently develops without access to or use of the other party’s Confidential Information.

19. Arbitration.

19.1 Please read this Section 19 carefully. It requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.

19.2 All disputes arising out of or in connection with these Terms, including without limitation your participation in the Program and your access or use of the Services, will be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Vermillio will pay them for you. The place of arbitration will be Chicago, IL. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Vermillio may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by Vermillio through injunctive relief and other equitable remedies without proof of monetary damages.

19.3 WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE PROGRAM OR THE SERVICES: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

20.  Relationship of the Parties; No Third Party Beneficiaries.  The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

21. Waiver; Severability.  No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

22. Assignment.  You may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of Vermillio, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. Vermillio may freely transfer, assign or delegate these Terms, or assign or subcontract its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

23. Governing Law and Venue.  These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of Illinois, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (which are both hereby expressly disclaimed). To the extent that the arbitration requirements in Section 19 do not apply for any reason: (i) the courts located in Chicago, IL will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or its formation, interpretation or enforcement, and each party hereby consents and submits to the exclusive jurisdiction of such courts; and (ii) in any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

24. Compliance with Laws.  You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your participation in the Program, and your access and use of the Services.

25. Entire Agreement.  These Terms, together with any policies incorporated into these Terms by reference, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to Vermillio that are inconsistent with or in addition to these Terms are hereby rejected by Vermillio, and will be deemed void and of no effect. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.