Last updated: April 18, 2025.

1. Protection Services.  Vermillio will provide you with digital protection services for your name, image, and likeness (“NIL”), as more fully described herein.  We will use Content (defined below) from your website(s) and social media account(s) to create a profile of authorized and non-authorized content use.  Our TraceID platform (the “Platform”) will search the web for unauthorized content that involves your NIL.  We will inform you of any unauthorized content we find in a monthly “threat report” that we send you.  You can either try to monetize that content, or have us file a takedown request on your behalf (the plan you’ve chosen provides you with a certain number of free takedown requests per month – additional requests in any month will be charged separately).  You agree to execute such documentation as reasonably necessary to enable us to file takedown requests on your behalf.  If you find examples on your own of content that you feel is unauthorized, we will provide you with a mechanism to share those links with us.  We will also send you a quarterly “risk update” that describes the areas of digital NIL risk we’ve identified more generally.  Note that Protection Services are focused on helping you get rid of deepfakes, and preventing other unauthorized uses of your NIL.  Protection Services do not include helping you manage more general reputational issues that don’t involve deepfakes or unauthorized use of your NIL.
2. AI Licensing Opportunities.  As part of receiving the Services, you give us permission to surface and promote potential revenue-generating and/or licensing opportunities for your NIL that involve generative AI (each, an “Opportunity”).  You are under no obligation to pursue any Opportunity we share with you.  If you do decide to pursue one of these Opportunities, however, our Platform will: (1) ensure that your partner’s/developer’s model is trained on authorized training data, and (2) ensure that any AI-generated content is hashed with a TRACE ID to make sure it’s not misused in the future.  All we need to surface Opportunities for you is your name, your email address, and your social handles.  If we present you with an Opportunity that you want to pursue, you may need to provide additional Content (defined in Section 2.1 below) to us. 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 bringing you potential Opportunities, and providing our Services to you as part of any Opportunity you choose to move forward with. For the sake of clarity, this relationship is not exclusive: you are allowed to continue using your Content for other purposes or with other partners without restrictions.  As between us, you own all of your Content, and any output your project generates.  If you choose to pursue a particular Opportunity, you acknowledge that you will need to enter into two new agreements: one with the developer/partner that describes the Opportunity, the revenue model, etc.; and another with Vermillio that describes the details of Vermillio’s involvement in the Opportunity (which agreement will at least include (i) that Vermillio will provide Protection Services for that Opportunity for as long as it lasts, and (ii) that Vermillio will receive 50% of any revenues you receive from that Opportunity). Note that we don’t help you manage your relationship with the developer/partner for the Opportunity, nor do we license your NIL ourselves.  Instead, we provide the technology necessary to help make that relationship (and the Opportunity) safe and successful.

1.2 Provision of Services.  Subject to Client’s compliance with its obligations under these Terms (including, without limitation, the payment of any applicable fees), Vermillio will provide the Services to you throughout the Term. Client will provide all cooperation (and will use reasonable efforts to ensure that each Client employee, partner, or agent, as applicable, provides all cooperation) (“Cooperation”) reasonably necessary to enable Vermillio to perform the Services.  Client acknowledges that Vermillio’s ability to perform the Services may be frustrated or delayed by Client’s failure to provide prompt Cooperation, and that Vermillio will not be liable for any delay or inability to perform the Services to the extent resulting from such lack of Cooperation.

2.1 To Content.  In these Terms, “Content” means any data that you provide to us or to the Services.  Client hereby grants Vermillio a fully paid-up, worldwide, non-exclusive, non-transferable license during the Term to view, modify, perform, create output (“Output”) based upon, copy, and use Content solely to provide the Services and as otherwise expressly permitted under these Terms.  

2.2 Additional Licenses.  Additional licenses may be required to enable Vermillio to provide the Services; such additional licenses will be mutually agreed upon as required.  

2.3 Third-Party Licenses.  To the extent that additional licenses from third-party licensors are required to enable Vermillio to provide any portion of the Services (collectively, “Third-Party Licenses”), Client agrees to use commercially reasonable efforts to assist Vermillio in obtaining the necessary Third-Party Licenses.

Fees are payable monthly, in advance. By providing us (or our payment processing platform provider) with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; and (c) that you will keep your credit card information up-to-date. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice you, full payment must be received within thirty (30) days of the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your order, except for those Taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.  You agree to make all payments in U.S. Dollars.

4.1 Ownership by Vermillio.  Except as otherwise expressly set forth in Section 4.3 below, as between the parties, Vermillio owns and will exclusively own all rights (including, without limitation, all intellectual property rights) in and to: (i) the Platform; (ii) Vermillio’s AI models (“Models”), and (iii) any and all improvements to or derivative works of the foregoing (including, without limitation, all designs, software, copyrightable works, patented rights, ideas, inventions, technology and other creations, and any related work-in-progress, improvements or modifications to the foregoing, that are created, developed or conceived (alone or with others) in connection with provision of the Platform, the Models, or the Services) (collectively, the “Vermillio-Owned Material”). 

4.2 Ownership by Client.  Except as otherwise expressly set forth in Section 4.3 below, as between the parties, Client owns and will exclusively own all rights (including, without limitation all intellectual property rights) in and to its Content (collectively, the “Client-Owned Material”).

4.3 Ownership of Output. Ownership of Output will be established as follows:

4.3.1 To the extent that only Client’s Content is used to generate Output (i.e., where there is no input or assistance from Vermillio’s Models), such Output will be considered Client-Owned Material hereunder, and may be used by Client without restriction.

4.3.2 To the extent that Output is derived from a mix of Client’s Content and input from Vermillio’s Models (referred to herein as “Blended Output”), such Blended Output will be considered Client-Owned Material (and, as may be permitted by law, Client may seek copyright protection for such Blended Output), subject to the following parameters:

1. Client is free to use the Blended Output for any purpose, other than as training data on or in conjunction with any third party platform, without restriction;
2. If Client wishes to use the Blended Output as training data on or in conjunction with a third party platform, Client must pay Vermillio a participation fee, the exact amount to be negotiated in good faith between the parties at the time (the “Participation Fee”); and 
3. If Client wishes to use the Blended Output as training data for a new project on the Platform, Client may do so without owing a Participation Fee (though fees may still be due for the project itself).

5.1 Term. These Terms will be effective on the Effective Date, and unless terminated as provided for herein will continue in effect for one (1) month (the “Initial Term”).  The Initial Term will automatically renew for additional monthly periods (each, a “Renewal Term”) thereafter, unless one party provides written notice to the other at least thirty (30) days prior to the end of the then-current Renewal Term that it wishes to terminate the relationship at the end of the then-current Renewal Term.  The Initial Term, coupled with each Renewal Term, will be referred to herein as the “Term”.  Vermillio reserves the right to modify the fees for the Services at any time upon sixty (60) days’ prior written notice to Client.  

5.2 Termination for Cause. Each party has the right to terminate these Terms if the other party breaches any material term or condition of these Terms, and fails to cure such breach within thirty (30) days of receiving written notice thereof (if capable of being cured).  

7.1 Vermillio Indemnification Obligations. Subject to Client’s indemnification obligations in Section 7.2 below, Vermillio will defend or settle, at its option and expense, any third-party claim brought against Client to the extent that it is based on: (a) Vermillio’s gross negligence or willful misconduct; or (b) an allegation that Client’s use of the Services as permitted under these Terms infringes the intellectual property rights of a third party (each, a “Claim”), and Vermillio will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that Client notifies Vermillio in writing of any such Claim as soon as reasonably practicable and allows Vermillio to control, and reasonably cooperates with Vermillio in the defense of, any such Claim and related settlement negotiations.  Notwithstanding the foregoing, Vermillio will have no obligation to indemnify Client for any Claim to the extent that the Claim is based on (i) the Output (including, without limitation, Client’s use of the Output); or (ii) Client’s failure to stop using the Services after receiving written notice to do so from Vermillio in order to avoid further infringement or misappropriation (subparts (i)-(ii) may be referred to collectively as “Indemnity Exclusions”).  

7.2 Client Indemnification Obligations.  Subject to Vermillio’s indemnification obligations in 7.1 above, Client will indemnify, and hold Vermillio harmless from and against any third party claims that may arise out of or that are based upon (a) Client’s gross negligence or willful misconduct, (b) an allegation that Vermillio’s use of the Content as permitted under these Terms infringes the intellectual property rights of a third party, (c) Client’s uncured material breach of these Terms, or (d) any Indemnity Exclusion. 

7.3 Process.  If Client’s use of the Services is, or in Vermillio’s reasonable opinion is likely to be, subject to a Claim under Section 7.1(b), Vermillio may, at its sole option and at no charge to Client (and in addition to Vermillio’s indemnity obligation to Client in Section 7.1): (i) procure for Client the right to continue using the affected Services; (ii) replace or modify the affected Services so that they are non-infringing and substantially equivalent in function; or (iii) if options (i) and (ii) above are not commercially practicable in Vermillio’s reasonable estimation, Vermillio may terminate these Terms and all licenses granted hereunder, in which event Client will immediately stop using the Services.

7.4 Exclusive Remedy.  THIS SECTION 7 SETS FORTH VERMILLIO’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

8.1 Waiver of Consequential Damages.  EXCEPT FOR LIABILITIES ARISING OUT OF A PARTY’S VIOLATION OF ITS OBLIGATIONS IN SECTION 4 (OWNERSHIP), SECTION 7 (INDEMNIFICATION)  OR SECTION 9 (CONFIDENTIALITY) HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Limitation of Liability. EXCEPT FOR LIABILITIES ARISING OUT OF (I) A PARTY’S VIOLATION OF ITS OBLIGATIONS IN SECTION 4 (OWNERSHIP) OR SECTION 9 (CONFIDENTIALITY) HEREUNDER, (II) VERMILLIO’S INDEMNIFICATION OBLIGATIONS IN SECTION 7.1, OR (III) CLIENT’S INDEMNIFICATION OBLIGATIONS IN SECTION 7.2, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER OR TO ANY THIRD PARTY UNDER THESE TERMS, THE SERVICES, OR THE ORDER FORM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES EACH PARTY HAS PAID THE OTHER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST CLAIM.  MULTIPLE CLAIMS WILL NOT EXPAND THESE OBLIGATIONS.  

Neither party will use any non-public business or technical information that one party (each, a “Discloser”) discloses to the other (each, a “Recipient”), whether in writing, orally, or by any other means (collectively, the Discloser’s “Confidential Information”), except as permitted under 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, and to use the other party’s Confidential Information solely in its performance of the activities to which these Terms relate.  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 9, and (iii) who are informed of the nondisclosure obligations imposed by this Section 9.  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 the Recipient can show:  (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) that the Recipient independently developed without access to or use of the other party’s Confidential Information.

10.1 Governing Law; Venue. Any claim, controversy, dispute and/or litigation arising from or related in any way to these Terms or the Services will be governed by the laws of the State of Delaware, exclusive of any choice of law rules, and will be resolved exclusively by the federal and state courts in New Castle County, Delaware.  Each party waives any objections against and expressly agrees to submit to the personal jurisdiction of the federal and state courts located in New Castle County, Delaware.  The Parties agree to use good faith efforts to resolve issues through non-binding mediation or arbitration prior to pursuing other remedies hereunder, provided that neither party shall be prohibited or restricted from pursuing injunctive relief or other equitable remedies to protect their intellectual property rights or Confidential Information.

10.2 Assignment. Client may not assign, in whole or in part, by operation of law or otherwise, any of its rights or obligations under these Terms without Vermillio’s prior written consent, which consent will not be unreasonably withheld or delayed.  Vermillio may assign these Terms at its discretion. Subject to the foregoing, these Terms will be binding on the parties and their respective permitted successors and assigns. 

10.3 Subcontracting.  Vermillio may utilize third party contractors to help provide the Services, provided that Vermillio at all times remains responsible for the acts and omissions of such third party contractors hereunder.

10.4 Notices.  Except as otherwise set forth in Section 10.11 below, any notice, invoice or other correspondence between the Parties contemplated in these Terms, in order to be valid, will be in writing or in written electronic format, and will be sent by U.S. Mail, electronic mail, telefax, personal service or express courier to the applicable party, to the address(es) designated by each party during the signup process. Such notices will be deemed delivered upon receipt.

10.5 Publicity. Vermillio is permitted to publicize its relationship with Client for the purpose of uncovering Opportunities that might interest Client.  Subject to the foregoing, no other press releases or other public statements concerning the subject matter of these Terms are permitted without the prior mutual written approval of both parties, not to be unreasonably delayed or withheld.

10.6 Utilization.  Client agrees, when it elects to pursue an Opportunity that Vermillio brings to Client, that Client must utilize Vermillio’s Platform and Protection Services for that Opportunity.  To the extent that Client chooses to engage in any other AI-based data licensing opportunity (that is not presented by Vermillio as an Opportunity), Client agrees to promptly inform Vermillio of such opportunity, and engage in good faith negotiations with Vermillio to utilize Vermillio’s Platform and Protection Services to support that opportunity.  Client acknowledges that the value of the Protection Services provided by Vermillio more generally may be reduced if Client elects not to utilize Vermillio’s Platform and Protection Services for other AI-based data licensing opportunities.

10.7 Force Majeure.  Neither party will be liable for any loss or delay to the extent resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties or any other event beyond that party’s reasonable control, and any performance will be extended to the extent of any delay resulting from any force majeure event.

10.8 Independent Contractors.  Nothing contained in these Terms will be construed to make either party a partner, joint venturer, principal, agent, or employee of the other.  Neither party will have any right, power, or authority, expressed or implied, to bind the other.

10.9 No Third Party Beneficiaries.  These Terms are entered into solely between, and may be enforced only by, Client and Vermillio.  There are no third party beneficiaries to these Terms.

10.10 Entire Agreement.  These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous discussions, documents, agreements and prior course of dealing between the parties with respect to such subject matter. 

10.11 Modification. Vermillio reserves the right to change or modify these Terms 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, or by posting the revised Terms on this page and revising the date at the top of these Terms. Vermillio also reserves the right — at any time, upon written notice to you — to modify the Platform or the Services, or any part of them, temporarily or permanently. Any changes or modifications (whether to the Terms, the Platform, or the Services) will be effective after Vermillio provides notice of the changes to you. You acknowledge that your continued use of the Platform or the Services following such notice constitutes your acceptance of the modified Terms, Platform, and/or Services.  

10.12 Insurance. For so long as these Terms remain in effect, Vermillio shall provide and maintain in full force and effect, at its expense, reasonable insurance coverages which are intended protect Client from claims, liabilities, damages or loss to persons or property caused by, resulting from, arising out of or in connection with Vermillio’s provision of the Services.  Vermillio shall furnish Client with certificates of insurance upon request.

10.13 Age Policy.  You affirm that you are over the age of 18.  The Services are not intended for children under 18.  If you are under the age of 18, you may not use the Services.  We do not knowingly offer our Services to, collect information from, or direct any of our content specifically to children under the age of 18.  If we learn or have reason to suspect that you are a user who is under the age of 18, you understand that we reserve the right to terminate these Terms immediately upon notice to you.  Other countries may have different minimum age limits, and if you are below the minimum age for providing consent in your country, you may not use the Services.

10.14 General.  If any part of these Terms or any application thereof is determined, by any legally constituted body having jurisdiction to make such determination, to be illegal, invalid or unenforceable, the remainder of these Terms shall not be affected thereby, and such illegal, invalid or unenforceable provision shall be reworded, if possible, so as to make it legal, valid and enforceable.  All headings contained in these Terms are for convenience only, and shall not affect in any way the meaning or interpretation of these Terms.  In interpreting these Terms, no presumption shall be interpreted for or against a party as a result of the role of such party or such party’s counsel in the drafting of these Terms.