Terms of Use

1. Acceptance of Terms

By accessing or using the P3RSON™ platform (the "Platform"), operated by P3RSON, Inc., a Delaware corporation and subsidiary of P3RSON Investment Trust ("P3RSON," "we," "us," or "our"), you (the "User," "you," or "your") agree to be bound by these Terms of Use (these "Terms"), our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms, you must immediately discontinue use of the Platform.

For purposes of these Terms, the following defined terms shall apply throughout: "Talent" refers to models, actors, UGC creators, brand ambassadors, and other individuals who offer services through the Platform; "Brand" refers to businesses or individuals that book Talent through the Platform; "Fan" refers to individuals who interact with Talent profiles, purchase P3RSON Coins for gifting purposes, or otherwise engage with the Platform; "P3RSON Coins" refers to the virtual currency used within the Platform for gifting, booking, and backing Talent; "P3RSON Index" refers to the algorithmic score (1–100) assigned to Talent profiles; "P3RSON Studios" refers to the marketing and content division of P3RSON, Inc., operated as an unincorporated division under the "P3RSON Studios" name (and, for the avoidance of doubt, any act, omission, publication, or data-handling practice of P3RSON Studios is the act, omission, publication, or data-handling practice of P3RSON, Inc.); "Initial Launch" has the meaning set forth in Section 10.1; and "Services" refers to all services, features, content, and functionality made available through the Platform from time to time.

2. Eligibility

You must be at least eighteen (18) years of age to use the Platform. For Users located in the European Economic Area ("EEA"), you must be at least sixteen (16) years of age. By creating an account, you represent and warrant that you meet the applicable minimum age requirement, have the legal capacity to enter into a binding agreement, and are not prohibited from using the Services under any applicable law.

You further represent and warrant that: (i) you are not located in, or acting on behalf of any person or entity located in, any country or territory subject to comprehensive U.S. economic sanctions administered by the U.S. Office of Foreign Assets Control (OFAC); (ii) you are not identified on OFAC's Specially Designated Nationals and Blocked Persons List or any other U.S. government sanctions list; and (iii) your use of the Platform complies with all applicable U.S. export control and economic sanctions laws and regulations.

3. Account Registration

• You shall provide accurate, current, and complete information when creating an account and shall update such information as necessary to maintain its accuracy
• You are solely responsible for maintaining the confidentiality and security of your account credentials
• You are responsible for all activity that occurs under your account, whether or not authorized by you
• Each individual may maintain only one (1) account; duplicate or fraudulent accounts may be terminated without notice
• You may not transfer, assign, or sell your account to any other person or entity without the prior written consent of P3RSON
• You shall promptly notify P3RSON of any unauthorized use of your account or any other breach of security

4. Platform Description

P3RSON is an AI-powered talent marketplace that connects Talent, Brands, and Fans. Upon Initial Launch, the Platform shall provide:

• P3RSON Index: A dynamic score (1–100) reflecting Talent reliability, market activity, demand, profile readiness, and community engagement
• P3RSON Coins: A virtual currency used for gifting, booking, and backing Talent on the Platform
• Smart Escrow: A GPS-verified payment system that holds funds until job completion is confirmed
• AI Matching: Automated Talent-Brand matching based on availability, location, style, and P3RSON Index score

Marketplace Facilitator; No Employment Relationship

P3RSON acts solely as a marketplace facilitator. P3RSON is not a talent agency, staffing agency, employer, or agent of any User. P3RSON does not employ Talent, and P3RSON does not guarantee bookings, earnings, income, or outcomes of any kind.

Independent Contractor Relationship: All Talent on the Platform are independent contractors, not employees of P3RSON, Inc. or of any Brand that books them through the Platform. Talent retain full discretion over their schedules, availability, rates, service methods, and manner of performance. Talent are free to offer their services through other platforms or by other means, and are not restricted from working for P3RSON’s competitors. P3RSON does not control the manner, method, or means by which Talent perform services; Platform metrics such as the P3RSON Index are performance indicators for marketplace visibility purposes only and do not constitute directives controlling how Talent perform services. Nothing in these Terms shall be construed to create an employment, agency, partnership, joint venture, or franchisor-franchisee relationship between P3RSON and any User.

No Guarantee of Bookings or Income: P3RSON makes no representation or warranty that any Talent shall receive bookings, gifts, or income through the Platform. The volume and frequency of bookings depend on market conditions, User demand, and other factors beyond P3RSON’s control.

Disputes Between Users

P3RSON is not a party to any agreement, arrangement, or transaction between Users. In the event of a dispute between a Talent and a Brand (or between any Users), P3RSON may, at its sole discretion, facilitate dispute resolution through its Smart Escrow dispute process, but P3RSON shall not be liable for any claims, damages, losses, or costs arising from disputes between Users. Users agree to release P3RSON from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with disputes between Users. With respect to California residents, you expressly waive the provisions of California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” You acknowledge that you are familiar with and understand the significance of Section 1542 and expressly waive any and all rights and benefits conferred by such statute.

4.5 Artificial Intelligence & Algorithmic Systems

4.5.1 AI-Powered Talent Assessment

P3RSON uses artificial intelligence and automated image analysis to assess Talent profiles. This includes:

• Face Geometry Analysis: Automated extraction and analysis of facial landmarks and geometric proportions, including symmetry, golden ratio proportions, canthal tilt (eye corner angle), face width-to-height ratio, jawline definition, cheekbone prominence, and filtrum proportion
• Photo Quality Audit: Five-dimensional validation of uploaded images including clothing detection, face clarity and detection confidence, lighting analysis, hair presentation visibility, and skin quality assessment
• Appearance Analysis: Automated classification of visible characteristics including estimated eye color, hair color, and skin tone
• Look Type Classification: Algorithmic assignment to talent categories (Editorial, Commercial, Fitness/Athletic, Beauty/Ethereal, Character/Distinctive, Parts Model) based on face geometry and profile data

4.5.2 Cloud-Based Processing & Third-Party Processors

P3RSON uses third-party cloud service providers, including Amazon Web Services (AWS Rekognition), Google Cloud Vision API, and Apple Vision Framework, to perform image analysis and landmark extraction. Image data is transmitted to these processors only for the purpose of performing face detection, geometry analysis, and quality assessment. AWS Rekognition does not store your images beyond the time necessary for processing (typically seconds). All processors are contractually obligated to confidentiality and are restricted from using your data for any purpose other than performing the services on P3RSON's behalf.

4.5.3 Claude AI Integration for Coaching & Personalization

P3RSON may use Claude AI (anthropic.com), a large language model, to generate personalized coaching recommendations, market fit assessments, and profile improvement suggestions. When Claude AI processes your data, it receives only the information necessary to generate recommendations (your scouting report, P3RSON Index scores, look type classification, and engagement metrics). Claude AI does not store your personal information beyond the duration necessary to generate each response. Prompts are not used to train or improve Claude AI's underlying model; all processing is performed with inference-only access.

4.5.4 Algorithmic Decision-Making & Human Review Rights

The following decisions may be made through automated algorithms:

• P3RSON Index score calculation (based on face geometry, fan voting, and activity metrics)
• Talent tier assignment (Elite, Professional, Emerging, Developing)
• Look type classification
• Content recommendation and feed ranking
• Fraud detection and automated account restrictions

You have the right to request human review of any automated decision that adversely affects you. You may submit requests to [email protected]. A P3RSON representative shall review your case and provide substantive feedback within thirty (30) business days.

4.5.5 AI Limitations & Disclaimers

• Face geometry metrics measure proportions and technical suitability for specific talent segments; they do not measure attractiveness, beauty, character, intelligence, or any subjective quality
• AI scouting scores and look type classifications are based on industry-standard modeling criteria and do not constitute predictions of earning potential, market success, or career suitability
• AI algorithms may contain biases related to representation, lighting conditions, image quality, or demographic factors. P3RSON continuously audits and improves its algorithms, but cannot guarantee elimination of all bias
• Photo quality audit results are determinations of technical clarity and suitability for professional use; they are not judgments of the Talent's appearance, value, or worth

4C. Talent Management & Agency Partnerships

4C.1 Agency Account Types

Agencies and agents may create accounts to manage Talent on P3RSON. There are three (3) role-based permission levels:

• Admin: Full account control, billing management, agent management, and Talent roster management
• Editor: Ability to edit Talent profiles, upload photos, and manage booking calendars on behalf of assigned Talent
• Scout: Read-only access to Talent profiles and booking history; ability to view P3RSON Index scores and scouting reports

4C.2 Talent Representation & Consent

Agencies must obtain explicit written consent from Talent before creating or managing a Talent account on their behalf. This consent must include authorization to:

• Upload profile photos, biometric data, and personal information
• Make Talent available for bookings through the Platform
• Receive and accept bookings on behalf of Talent
• Access P3RSON Index scores, scouting reports, and fan voting data
• Receive booking communications and payments (net of agency commission)

P3RSON may audit agency consent records. Failure to maintain evidence of explicit consent may result in account suspension or termination.

4C.3 Talent Data Ownership & Portability Upon Agency Removal

Talent retains full ownership of all profile data, photos, and personal information, even if represented by an agency. If a Talent removes an agency from their account or terminates representation:

• The agency's Editor and Scout role access is immediately revoked
• All profile data, photos, and booking history remain visible to the Talent and are fully portable
• The Talent may export their data in a human-readable format (CSV, PDF) by requesting [email protected]
• Historical booking and payment records are retained for accounting and tax compliance purposes
• The Talent may appoint a new agency with the same rights to manage future bookings

4C.4 Brand Client Access & Confidentiality

When a Brand or client books Talent through an agency, that Brand may receive limited information about the represented Talent necessary for booking coordination, including name, profile photos, location, and availability. This information is shared only for the purpose of executing the booking and completing the job. Brands are prohibited from using this information for any purpose outside of the booking relationship, including direct recruitment, poaching, or unsolicited contact.

4C.5 Agency Activity & Compliance Monitoring

P3RSON maintains records of agency activity, including profile edits, booking acceptance/rejection, and dispute history. Agencies must comply with all Platform rules, including content moderation policies, payment rules, and booking conduct standards. Violations may result in warnings, commission reductions, or account suspension.

5. Beta / Pre-Launch Disclaimer

The Platform is currently in a pre-launch and development phase. By using the Platform during this period, you acknowledge and agree that:

• The Services are provided on a beta, “early access,” or pre-release basis and may contain bugs, errors, or incomplete features
• P3RSON may add, modify, suspend, or remove features, functionality, or Services at any time without prior notice
• P3RSON Index scoring methodology, P3RSON Coin economics, fee structures, and Platform features are subject to change as the Platform evolves
• Scheduled availability, uptime guarantees, and service level commitments do not apply during the pre-launch period
• Data collected during the beta period may be reset, migrated, or deleted as necessary for Platform development
• P3RSON shall not be liable for any loss or damage arising from the use of beta or pre-release features

6. P3RSON Coins

6.1 Purchasing

• P3RSON Coins are purchased exclusively with lawful currency of the United States (U.S. Dollars) processed through Stripe, Inc., a licensed third-party payment processor. No other form of currency, cryptocurrency, digital asset, or medium of exchange is accepted for the purchase of P3RSON Coins.
• Coin bundles are offered at fixed price points ranging from $0.99 to $249.99 USD. The exchange rate between U.S. Dollars and P3RSON Coins is determined solely by P3RSON, Inc. and is subject to change at any time with thirty (30) days’ prior notice.
• All purchases of P3RSON Coins are final and non-refundable, except as required by applicable federal, state, or local law. Chargebacks or payment disputes initiated without a valid legal basis may result in immediate account suspension.
• P3RSON Coins constitute a limited, non-transferable, non-sublicensable, revocable license to access certain features within the Platform. Coins hold no monetary value outside the Platform, are not legal tender, are not a stored-value instrument, and may not be redeemed for cash, gift cards, or any other form of compensation except as expressly provided in Section 6.2 (Earning & Payouts).
• P3RSON Coins do not expire while the User’s account remains active and in good standing. Upon account termination or suspension for breach of these Terms, fraud, or other prohibited conduct, any unredeemed purchased Coin balance and any accrued but unpaid earned balance shall be forfeited, subject to applicable law. In the event P3RSON terminates your account without cause, P3RSON shall refund the then-current U.S. Dollar equivalent of your unredeemed purchased Coin balance (excluding earned Coins) within thirty (30) days of termination, except where forfeiture is required by applicable law or court order.

6.2 Earning & Payouts

• Talent earns seventy percent (70%) of the value of gifts received and ninety percent (90%) of booking payments
• Earned coins may be redeemed via Stripe with a minimum payout threshold of seven dollars ($7.00 USD)
• P3RSON retains a platform fee on all transactions: ten percent (10%) on bookings and thirty percent (30%) on gifts
• Payout timing and processing are subject to Stripe’s terms of service and applicable banking regulations

6.3 Restrictions

• Coins may not be transferred between accounts except through the Platform’s gifting feature
• Manipulation of the coin economy (including, without limitation, creating fake accounts, self-gifting, or coordinated manipulation) shall result in immediate account termination and forfeiture of all Coin balances
• We reserve the right to modify coin pricing, payout rates, and bundle structures with thirty (30) days’ advance notice to Users via email or in-app notification. Founding Talent members are exempt from payout rate changes under their locked fee benefit as described in Section 10.

6.4 Regulatory Notice

P3RSON Coins are a virtual currency for use solely within the Platform. P3RSON Coins are not money, legal tender, currency, or any form of stored value redeemable outside the Platform. P3RSON, Inc. is not a bank, money transmitter, or financial institution. The purchase, use, and redemption of P3RSON Coins do not constitute a money transmission, currency exchange, or financial services transaction. P3RSON Coins may not be purchased, sold, or exchanged outside of the Platform.

6.5 Unclaimed Property

Notwithstanding any provision herein, P3RSON shall comply with applicable state unclaimed property laws. If a User’s account is dormant for the applicable statutory dormancy period and P3RSON is unable to contact the User after reasonable written notice to the email address on file, unredeemed P3RSON Coin balances may be remitted to the applicable state unclaimed property authority. P3RSON shall provide at least sixty (60) days’ advance written notice before any such remittance. Users may subsequently reclaim remitted balances directly from the applicable state authority.

7. Tax Responsibility

Each User is solely responsible for determining, reporting, and paying all applicable federal, state, local, and foreign taxes arising from their use of the Platform, including but not limited to income taxes, self-employment taxes, sales taxes, and value-added taxes. P3RSON does not provide tax advice.

For U.S.-based Talent, P3RSON shall issue IRS Form 1099-NEC (or such successor form as may be required) to Talent who earn six hundred dollars ($600) or more in a calendar year through the Platform, as required by the Internal Revenue Code. Talent acknowledge and agree that they are responsible for maintaining accurate tax information in their account settings and for complying with all applicable tax obligations.

P3RSON shall not be liable for any tax penalties, interest, or additional taxes incurred by a User as a result of the User’s failure to comply with applicable tax laws.

8. SMS Communications

By providing your phone number and opting in, you consent to receive SMS messages from P3RSON, including:

• Transactional messages (booking confirmations, payment alerts, verification codes)
• Marketing messages (promotions, new features, Platform updates)

Frequency: Message frequency varies. You may receive up to ten (10) transactional messages per booking and up to four (4) marketing messages per month.

Opt-Out: You may opt out of SMS at any time by replying STOP to any message. You may also text HELP for assistance. Opting out of marketing SMS shall not affect transactional messages related to active bookings.

Rates: Message and data rates may apply. Consult your wireless carrier for details.

Not Required: Consent to receive SMS messages is not a condition of using the Platform or making any purchase.

SMS Provider & Sending Number: SMS messages are delivered through Mailchimp (Intuit Inc.) in compliance with applicable carrier A2P (Application-to-Person) messaging requirements. The current SMS provider and sending number are identified in Section 12 of the Privacy Policy, which shall be treated as the authoritative source in the event of any inconsistency with this Section 8.

9. P3RSON Index & AI-Powered Talent Assessment

The P3RSON Index is a composite algorithmic score (1–100) that combines AI-driven talent assessment with user engagement metrics. The score is calculated using the following weighted components:

9.1 Composite P3RSON Index Formula

• AI Scouting Score (60%): Determined by automated analysis of profile photographs using a 4-pillar assessment model: Bone Structure (35%), Facial Harmony (30%), Editorial Quality (20%), and Versatility (15%). This assessment includes analysis of seven face geometry metrics (symmetry, golden ratio, canthal tilt, face width-height ratio, jawline, cheekbone, and filtrum), weighted by relevance to talent scouting and market demand.
• Fan Consensus (25%): Community voting (1–10 scale) on Talent profiles, weighted by voter tier (basic users 1×, Coin holders 1.5×, verified users 2×), with a 30-day re-voting window to ensure recency
• Activity Score (15%): Booking frequency, response rate, content quality, and engagement metrics including posting consistency and interaction with the Platform

The AI Scouting Score represents the automated, deterministic assessment of Talent suitability based on professional modeling and talent industry standards. Face geometry metrics and scouting analysis are transparent and explainable; you have the right to request an explanation of how your specific scores were calculated by contacting [email protected].

9.2 AI Matching & Recommendations

Beyond the P3RSON Index, P3RSON uses AI-powered matching algorithms to recommend relevant Talent to Brands and Brands to Talent based on: availability, location, specific look types and features, past engagement patterns, and P3RSON Index scores. These recommendations are algorithmic and non-binding; P3RSON does not guarantee that algorithmic recommendations will result in bookings or interactions.

9.3 Talent Look Type Classification

P3RSON may automatically classify Talent into look type categories (Editorial, Commercial, Fitness/Athletic, Beauty/Ethereal, Character/Distinctive, Parts Model) based on face geometry analysis and profile data. These classifications inform AI matching recommendations and are intended to help Brands find Talent suited to their specific booking needs. You may edit or override your look type classification in your account settings.

9.4 Key Terms & Transparency

• P3RSON Index scores are public and visible to all Users
• Your P3RSON Index score affects your visibility in search results, AI matching priority, and market fit recommendations
• A higher P3RSON Index score does not guarantee bookings, earnings, or income
• P3RSON reserves the right to modify the P3RSON Index calculation methodology, weighting factors, and AI matching algorithms at any time with thirty (30) days’ advance notice via email or in-app notification
• Attempts to artificially inflate your P3RSON Index score (including fraud, coordinated manipulation, or fake interactions) shall result in penalties, score reduction, account suspension, or termination
• The P3RSON Index is a Platform metric and does not constitute a guarantee of Talent quality, employability, suitability, fitness for any particular purpose, or income potential
• Face geometry metrics and scouting assessments are based on objective, measurable proportions and do not measure attractiveness, beauty, or any subjective quality; they measure suitability for specific types of talent work and market segments

9.5 Right to Dispute & Explanation

Right to Know: You have the right to request a meaningful explanation of how your P3RSON Index score was calculated, including the specific contribution of each component (AI scouting, fan consensus, activity), the face geometry metrics used, and the weighting applied. This explanation will be provided in clear, non-technical language.

Right to Dispute: If you believe your P3RSON Index score is inaccurate or has been adversely affected by a Platform error, you may submit a dispute to [email protected] with the subject line "P3RSON Index Dispute." We shall review your dispute and provide a response with explanation within ten (10) business days.

Right to Human Review: If you believe an automated AI decision (including scouting score, tier assignment, or look type classification) has adversely affected you, you may request human review by contacting [email protected]. A P3RSON representative shall acknowledge your request within five (5) business days and provide a substantive response within thirty (30) days.

10. Founding Programs

P3RSON offers three (3) limited founding tiers available prior to Platform launch. All founding tier payments are one-time and non-recurring. Availability is not guaranteed until payment is confirmed. Benefits are non-transferable and permanently attached to your account.

10.1 Founding Talent

• One-time payment of forty-nine dollars ($49.00 USD), processed through Stripe
• Benefits include: Founding Talent badge, locked six percent (6%) booking fee (vs. standard ten percent (10%)), five hundred (500) P3RSON Coins, priority AI matching, and early access to new features
• Limited to one hundred (100) spots
• Standard Refund Window: Full refund available within thirty (30) days of purchase for any reason.
• Launch-Guarantee Refund: Notwithstanding the 30-day window above, if Initial Launch (as defined below) has not occurred within twelve (12) months of your purchase date, you may request a full refund at any time up to and including the date that is thirty (30) days after the 12-month anniversary of your purchase, irrespective of whether the 30-day window has expired. Refund requests under this paragraph shall be sent to [email protected] and shall be processed within thirty (30) days of receipt.
• Outside the 30-day standard window and the launch-guarantee period described above, purchases are non-refundable.
• For purposes of this Section, “Initial Launch” means the date on which the Platform is made available to registered Users with core functionality including P3RSON Index scoring, AI matching, and Smart Escrow payment processing, as announced by P3RSON via email to all registered accounts.

10.2 Early Access Member

• One-time payment of one hundred forty-nine dollars ($149.00 USD), processed through Stripe
• Benefits include: all Founding Talent benefits, plus one thousand (1,000) P3RSON Coins (in place of five hundred (500)), a personal onboarding call with P3RSON staff scheduled within sixty (60) days of launch, and first-access brand introductions
• Limited to five hundred (500) spots
• Standard Refund Window: Full refund available within thirty (30) days of purchase for any reason. The onboarding call benefit is forfeited if the member cancels or requests a refund after the call has been delivered.
• Launch-Guarantee Refund: Notwithstanding the 30-day window above, the twelve (12) month launch-guarantee refund described in Section 10.1 applies equally to Early Access Members, and may be exercised at any time up to and including the date that is thirty (30) days after the 12-month anniversary of purchase, irrespective of whether the 30-day standard window has expired.
• Outside the 30-day standard window and the launch-guarantee period described above, purchases are non-refundable.

10.3 Founding Brand Partner

• One-time payment of four hundred ninety-nine dollars ($499.00 USD), processed through Stripe
• Intended for brands, agencies, casting directors, and business entities seeking to book talent through the Platform
• Benefits include: verified brand profile, direct AI talent matching access, Smart Escrow contract facilitation, dedicated account manager during the first six (6) months post-launch, and Founding Brand Partner badge
• Limited to forty-five (45) spots
• Founding Brand Partners agree to use the Platform in good faith for lawful talent booking purposes and shall not use brand access to extract personal data of Talent members outside of normal booking workflows
• Standard Refund Window: Full refund available within thirty (30) days of purchase for any reason. Dedicated account manager services, once delivered, are non-refundable regardless of cancellation timing.
• Launch-Guarantee Refund: Notwithstanding the 30-day window above, the twelve (12) month launch-guarantee refund described in Section 10.1 applies equally to Founding Brand Partners, and may be exercised at any time up to and including the date that is thirty (30) days after the 12-month anniversary of purchase, irrespective of whether the 30-day standard window has expired.
• Outside the 30-day standard window and the launch-guarantee period described above, purchases are non-refundable.

11. Payments, Fees & Smart Escrow

11.1 Payment Processing

All payments are processed securely through Stripe, Inc. By making a payment on the Platform, you agree to Stripe’s terms of service.

11.2 Platform Fees

• P3RSON charges a ten percent (10%) platform fee on booking transactions, deducted from the booking total
• Talent receives ninety percent (90%) of booking payments after the platform fee
• Gift transactions carry a thirty percent (30%) platform fee (Talent receives seventy percent (70%))
• Founding Talent and Early Access members receive a locked six percent (6%) booking fee for the lifetime of their account

11.3 Smart Escrow

• Bookings are agreements between Talent and Brands; P3RSON facilitates but is not a party to these agreements
• When a booking is confirmed, the Brand’s payment is held in Smart Escrow
• GPS verification is used to confirm Talent arrival at the booking location. Talent must enable location services and check in at the designated location for payment verification.
• Payment is released upon Brand confirmation of satisfactory completion, or automatically forty-eight (48) hours after the booking end time if no dispute is filed
• Disputes are handled through our dispute resolution process: either party may initiate a dispute within forty-eight (48) hours of the booking end time. P3RSON shall review evidence from both parties (including GPS data, messages, and photographs) and issue a resolution within five (5) business days. Escrowed funds shall be held during review. Possible outcomes include full release to Talent, full refund to Brand, or a partial split. P3RSON’s dispute resolution determination governs the release or retention of escrowed funds on the Platform and is not subject to further Platform-level appeal. Any dispute regarding the outcome of this process shall be resolved exclusively pursuant to Section 21 (Dispute Resolution & Arbitration).
• No-shows by Talent or Brands may result in P3RSON Index penalties and/or account restrictions

11B. Booking with Agencies & Commission Structures

11B.1 Agency Booking Flow

When a Brand books Talent represented by an agency:

• The booking agreement is between the Brand and Talent; the agency acts as representative
• Payment is processed through P3RSON Smart Escrow as normal
• P3RSON charges its standard platform fee (10% for bookings, 30% for gifts)
• After P3RSON's platform fee is deducted, the remaining amount is split between Talent and agency per the agency commission agreement
• Agencies do not receive separate compensation from P3RSON; all agency earnings come from Talent commission splits

11B.2 Dispute Resolution with Agencies

If a dispute arises on a booking involving an agency:

• Either the Talent or Brand may file a dispute through P3RSON's Smart Escrow dispute process
• P3RSON shall notify the agency of the dispute if one party is represented
• The agency may submit evidence or statements in support of its represented Talent, but does not have separate party status in the dispute
• P3RSON's dispute resolution determination is final with respect to Smart Escrow funds and cannot be appealed through the Platform
• If a dispute results in a partial or full refund to the Brand, the agency's commission is reduced proportionally

11C. Commission Structure & Talent Payout

11C.1 Agency Commission Agreements

Talent represented by agencies shall have a separate commission agreement with their agency that specifies the percentage or amount the agency retains from bookings. This agreement is independent of P3RSON and is the responsibility of Talent and agency to establish and maintain. P3RSON does not set, regulate, or arbitrate agency commission percentages.

11C.2 Commission Payout Mechanics

When Smart Escrow releases payment to Talent:

• P3RSON deducts its platform fee (10% standard, 6% for Founding Talent)
• Remaining funds are transferred to the Talent's account or directly to the Talent's linked bank account
• Talent is solely responsible for transferring the agency's commission to the agency per their agreement
• P3RSON does not process or hold agency commissions; this is a direct transaction between Talent and agency

11C.3 Commission Disputes Between Talent & Agencies

Disputes regarding agency commission percentages, amounts, or withholding are disputes between Talent and agency, not between the Talent and P3RSON. P3RSON does not mediate commission disputes. Talent and agencies must resolve commission disputes directly or through legal means (arbitration, court, etc.). Commission disputes do not stop or delay P3RSON's payout of Talent earnings.

11C.4 Reporting & Tax Responsibility

• P3RSON issues 1099-NEC or other tax forms to Talent for the full amount earned (before agency commission)
• Talent is responsible for reporting the correct income amount to tax authorities and for claiming deductions for agency commissions paid
• Agencies that receive commission splits from Talent are responsible for their own tax reporting and should consult with a tax professional

12. User Content & Content Moderation

12.1 User Content Ownership & Licensing

• You retain ownership of content you upload to the Platform (photographs, videos, text, and other materials)
• By uploading content, you grant P3RSON a non-exclusive, worldwide, royalty-free, sublicensable (solely to P3RSON’s service providers and contractors for Platform operations), transferable license to use, reproduce, display, distribute, modify, create derivative works of, and promote your content on and through the Platform and in related marketing materials. This license terminates within thirty (30) days of you deleting the content or your account, except where the content has been shared by other Users, incorporated into Platform materials prior to deletion, or is required for legal compliance or dispute resolution.
• You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to upload all content you submit, and that such content does not infringe or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party

12.2 Prohibited Content & Community Standards

The following content types are prohibited on P3RSON:

• Illegal Content: Material that violates any local, state, federal, or international law, including obscenity, child sexual abuse material (CSAM), human trafficking, or exploitation content
• Harassment & Hate Speech: Content that harasses, bullies, threatens, or incites violence against any individual or group based on protected characteristics (race, ethnicity, religion, gender identity, sexual orientation, disability status, age)
• Harmful Misinformation: Deliberate falsehoods that cause physical or financial harm, including vaccine misinformation, election fraud claims without evidence, or financial scams
• Non-Consensual Intimate Content: Sexual images or videos shared without consent; deepfake pornography
• Fraudulent Activity: Content promoting fraud, counterfeiting, identity theft, or scams
• Spam & Manipulation: Commercial spam, platform manipulation bots, artificial engagement inflation, or coordinated inauthentic behavior
• Intellectual Property Violations: Content that infringes copyright, trademark, or other IP rights without authorization

12.3 Moderation Process

P3RSON uses a combination of automated detection systems and human moderators to enforce community standards:

• Automated Detection: Machine learning models and content filtering systems identify potential violations in real-time
• Human Review: Flagged content is reviewed by P3RSON Trust & Safety team members. In some cases, such review may be assisted by AI systems to provide context or severity assessment, but the final removal decision is made by a human reviewer.
• Response Timeline: P3RSON aims to respond to reported content within forty-eight (48) hours. High-severity content (CSAM, direct threats) receives priority and is addressed within twenty-four (24) hours.

12.4 Enforcement Actions

Violations of community standards may result in the following actions, applied at P3RSON’s sole discretion:

• Content Removal: The offending content is deleted from the Platform
• Warning: A notice is sent to the User explaining the violation and requesting compliance
• Temporary Suspension: Account access is restricted for a defined period (typically 7-30 days)
• Permanent Termination: Account is permanently deleted for severe violations or repeated offenses. Terminated accounts cannot be reactivated.
• Reporting to Authorities: P3RSON reports content involving illegal activity (CSAM, threats of violence, human trafficking) to the National Center for Missing & Exploited Children (NCMEC), FBI, local law enforcement, or other appropriate authorities as required by law

12.5 Right to Appeal & Reconsideration

If your content is removed or your account is suspended or terminated, you have the right to appeal the decision:

• You may submit an appeal to [email protected] with the subject line "Content Moderation Appeal" within thirty (30) days of the action
• Your appeal should explain why you believe the decision was in error, with supporting information
• A P3RSON representative (separate from the original moderator) shall review your appeal and provide a written response with reasoning within fifteen (15) business days
• If we determine the original action was made in error, content shall be restored or your account shall be reactivated
• Repeated false appeals may result in restrictions on future appeals

12.6 Reporting Violations

If you encounter content that violates community standards, you may report it through the following methods:

• Use the "Report" button on the offending content (available on all posts, messages, and profiles)
• Email: [email protected] with a description of the violation and the content link
• For urgent safety concerns (CSAM, imminent threats): Contact the FBI at tips.fbi.gov or call local law enforcement immediately

12.7 User Blocking & Privacy Protection

Users have the ability to manage interactions on the Platform:

• Blocking: You may block other Users to prevent them from viewing your profile, contacting you, or viewing your content. Blocked Users will not be notified of the block.
• Muting: You may mute Users to hide their content from your feed without blocking them
• Report & Block: For harassment or threatening behavior, you may both report the User and block them simultaneously
• Harassment Restrictions: If a User is reported multiple times for harassment, P3RSON may impose temporary or permanent communication restrictions, including preventing them from sending direct messages, commenting on posts, or viewing the profiles of Users who have reported them

13. Copyright & DMCA

P3RSON respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe that content on the Platform infringes your copyright, you may submit a takedown notice to our designated DMCA agent containing the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner
• Identification of the copyrighted work claimed to have been infringed (or, if multiple works are covered by a single notification, a representative list of such works)
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit P3RSON to locate the material on the Platform
• Your contact information, including name, mailing address, telephone number, and email address
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner

Designated DMCA Agent:

Upon receiving a valid DMCA notice, P3RSON shall promptly remove or disable access to the allegedly infringing content and notify the User who posted it. The affected User may submit a counter-notification pursuant to 17 U.S.C. § 512(g) if they believe the content was removed in error. P3RSON maintains and enforces a repeat infringer policy and shall terminate the accounts of Users who are determined to be repeat infringers.

For complete DMCA takedown procedures, counter-notice requirements, and our full copyright policy, see our DMCA Copyright Policy.

14. Prohibited Conduct

You agree that you shall not:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
• Create fake accounts, impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Manipulate the P3RSON Index, coin economy, review system, or any other Platform metric
• Harass, threaten, stalk, abuse, or intimidate other Users
• Circumvent Platform fees by arranging off-platform payments, communications, or transactions
• Scrape, crawl, spider, index, or extract data from the Platform through automated means
• Upload malware, viruses, spam, or harmful content
• Use the Platform if you are under the applicable minimum age (eighteen (18) years in the U.S.; sixteen (16) years in the EEA)
• Interfere with or disrupt the integrity, security, or performance of the Platform or its underlying infrastructure
• Attempt to gain unauthorized access to any portion of the Platform, other Users’ accounts, or any systems or networks connected to the Platform
• Post, transmit, solicit, or otherwise facilitate any content that promotes prostitution, sex trafficking, or commercial sexual exploitation in violation of 18 U.S.C. § 2421A (FOSTA-SESTA) or applicable state law
• Upload, post, or transmit any content that sexually depicts, exploits, or abuses a minor (CSAM). P3RSON is legally required to report CSAM to the National Center for Missing and Exploited Children (NCMEC) pursuant to 18 U.S.C. § 2258A

15. Intellectual Property

The Platform, including its design, logos, trademarks, trade dress, P3RSON Index algorithm, AI matching systems, Smart Escrow technology, and all related software, content, and documentation, are the exclusive property of P3RSON, Inc. and are protected by applicable intellectual property laws. You shall not:

• Copy, modify, adapt, or create derivative works of the Platform or its technology
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Platform
• Use P3RSON trademarks, logos, or branding without prior written permission from P3RSON
• Reproduce, redistribute, or publicly disclose the P3RSON Index algorithm or scoring methodology

All rights not expressly granted to you in these Terms are reserved by P3RSON, Inc.

15.1 Blog and Editorial Content

The P3RSON blog located at p3rson.com/blog (the "Blog") and all articles, guides, comparison pages, glossary entries, city pages, calculators, and related editorial materials published by P3RSON (collectively, the "Editorial Content") are provided for general informational and educational purposes only. Editorial Content does not constitute legal, tax, financial, employment, immigration, health, or professional advice of any kind, and shall not be relied upon as a substitute for advice from a qualified professional licensed in your jurisdiction. References in Editorial Content to third-party products, services, companies, platforms, or brands, including without limitation competitor comparison pages and "versus" articles, are based on publicly available information believed to be accurate as of the date of publication and are provided solely for editorial comparison, commentary, and consumer-information purposes under applicable nominative fair use and comparative advertising standards; P3RSON makes no representation as to the continued accuracy of any such information and disclaims any endorsement by, or affiliation with, any referenced third party unless expressly stated. Statistics, market data, earnings figures, pricing estimates, and forward-looking statements in Editorial Content are illustrative and not guarantees of future results. To the maximum extent permitted by applicable law, P3RSON disclaims all liability arising from reliance on Editorial Content. If you believe any Editorial Content is inaccurate, misleading, or infringing, please contact [email protected] with the subject line "Editorial Correction Request."

16. Referral Program

P3RSON may offer a referral program that allows Users to invite others to join the Platform in exchange for rewards (such as P3RSON Coins, credits, or other incentives). By participating in any referral program, you agree to the following:

• Referral rewards are subject to the specific terms and conditions of the referral program as published on the Platform at the time of participation
• P3RSON reserves the right to modify, suspend, or terminate any referral program at any time, with or without notice, in its sole discretion
• Referral rewards may be subject to caps, expiration dates, and eligibility requirements
• Abuse of the referral program (including, without limitation, creating fake accounts, self-referrals, or spam) shall result in forfeiture of referral rewards and may result in account termination
• Referral rewards have no cash value and may not be redeemed for cash except as expressly provided. Referral rewards, where offered, shall consist of P3RSON Coins credited to the referring User’s account upon the referred User’s satisfaction of the eligibility requirements specified in the applicable referral program terms published on the Platform at the time of participation. A valid referral requires: (i) the referred User must be a new registrant who has not previously created an account on the Platform; (ii) the referred User must register through the referring User’s unique referral link; and (iii) the referred User must complete all required onboarding steps within ninety (90) days of registration. Referral rewards are subject to applicable minimum payout thresholds. P3RSON shall issue IRS Form 1099-NEC or 1099-MISC to Users whose aggregate referral reward value equals or exceeds six hundred dollars ($600.00 USD) in a calendar year, as required by applicable law. Each User is solely responsible for reporting and remitting applicable taxes on referral rewards received.

17. Termination

P3RSON may suspend or terminate your account at any time, with or without cause, and with or without notice, at our sole discretion. Notwithstanding the foregoing, for non-fraudulent, non-safety-related first-time violations of these Terms, P3RSON shall, where reasonably practicable and at P3RSON’s sole determination, endeavor to provide written notice and a thirty (30)-day period to cure such violation prior to termination; provided, however, that P3RSON reserves the right to immediately suspend or terminate accounts involved in fraud, illegal activity, harassment, safety violations, repeated prohibited conduct, or any conduct that P3RSON reasonably determines poses an immediate risk to the Platform or its Users. You may delete your account at any time through your account settings or by contacting us. Upon termination:

• Your profile and public data shall be removed from the Platform
• Unused purchased P3RSON Coins shall be refunded in accordance with Section 6.1 of these Terms
• Earned but unpaid balances shall be paid out per our standard payout schedule, subject to verification
• Pending bookings shall be canceled and escrowed funds returned to the applicable party
• Your P3RSON Index score and associated history shall be permanently deleted

18. Disclaimers

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, P3RSON, INC., ITS PARENT COMPANY P3RSON INVESTMENT TRUST, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES (COLLECTIVELY, THE “P3RSON PARTIES”) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

THE P3RSON PARTIES DO NOT WARRANT THAT: (A) THE PLATFORM SHALL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM SHALL BE ACCURATE OR RELIABLE; (C) ANY ERRORS IN THE PLATFORM SHALL BE CORRECTED; OR (D) THE PLATFORM SHALL MEET YOUR SPECIFIC REQUIREMENTS.

P3RSON IS NOT RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS OF ANY USER, THE QUALITY OF TALENT SERVICES, OR THE OUTCOME OF ANY BOOKING, TRANSACTION, OR INTERACTION BETWEEN USERS. YOU USE THE PLATFORM AND INTERACT WITH OTHER USERS AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE P3RSON PARTIES’ WARRANTIES ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE P3RSON PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE PLATFORM; (C) ANY CONTENT OBTAINED FROM THE PLATFORM; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE P3RSON PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

THE AGGREGATE LIABILITY OF THE P3RSON PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR ANY INABILITY TO USE, ANY PORTION OF THE PLATFORM OR SERVICES, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO P3RSON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE P3RSON PARTIES’ LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

20. Indemnification

You agree to indemnify, defend, and hold harmless the P3RSON Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• Your use of or access to the Platform or Services, or any violation of these Terms
• Content you upload, post, transmit, or otherwise make available through the Platform
• Your interactions with other Users, including bookings, services performed, and disputes
• Your violation of any applicable law, regulation, or third-party right (including intellectual property rights, privacy rights, and publicity rights)
• Any misrepresentation made by you

Indemnification Procedure: P3RSON shall provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby). You shall have the right to assume control of the defense of any such claim with counsel of your choosing (subject to P3RSON’s reasonable approval). P3RSON reserves the right, at its own expense, to participate in the defense of any claim. You shall not settle any claim without P3RSON’s prior written consent, which shall not be unreasonably withheld.

21. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

21.1 Binding Arbitration

Except as set forth in Section 21.4 (Small Claims Exception) and Section 21.5 (Opt-Out Right), any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services (including their formation, performance, breach, interpretation, enforceability, or termination) (each, a “Dispute”) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect (the “AAA Rules”), as modified by this Section 21. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

21.2 Class Action Waiver

YOU AND P3RSON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION SECTION SHALL BE NULL AND VOID.

21.3 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND P3RSON EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES. THIS JURY TRIAL WAIVER SHALL APPLY WHETHER THE DISPUTE IS RESOLVED IN ARBITRATION OR, IF THE ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, IN COURT.

21.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court.

21.5 Opt-Out Right

You may opt out of this arbitration agreement and class action waiver by sending written notice to [email protected] within thirty (30) days of the date you first create your account or first agree to these Terms, whichever is earlier. Your opt-out notice must include your full legal name, email address associated with your account, and a clear, unequivocal statement that you wish to opt out of the arbitration and class action waiver provisions. If you timely opt out, Disputes shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of such courts.

21.6 Arbitration Procedures

The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration shall take place in New Castle County, Delaware, unless the parties agree otherwise or the arbitrator determines that an alternative location is more convenient. The arbitrator shall apply Delaware law (without regard to conflict of law principles) and shall have the authority to award any relief that a court of competent jurisdiction could award. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, except as otherwise required by law or as awarded by the arbitrator.

22. Governing Law

These Terms, and any Dispute arising out of or relating to these Terms, the Platform, or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

23. Modifications to Terms

P3RSON reserves the right to modify these Terms at any time. We shall provide at least thirty (30) days’ advance notice of material changes via email or in-app notification before such changes take effect. Your continued use of the Platform after the expiration of the notice period constitutes your acceptance of the updated Terms. If you do not agree with the changes, you must discontinue use of the Services and close your account before the revised Terms take effect.

24. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions shall continue in full force and effect. To the extent permitted by applicable law, the parties agree that any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

25. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices, policies, or agreements published by P3RSON on the Platform, constitute the entire agreement between you and P3RSON regarding the use of the Platform and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

26. Waiver

The failure of P3RSON to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by P3RSON. No waiver shall be deemed a further or continuing waiver of such provision or any other provision, and P3RSON’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

27. Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of P3RSON. Any attempted assignment, transfer, or delegation without such consent shall be null and void. P3RSON may freely assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without restriction and without notice to you, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

28. Force Majeure

P3RSON shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from causes beyond P3RSON’s reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, embargoes, labor disputes, strikes, government actions or orders, power failures, internet or telecommunications failures, cyberattacks, fire, flood, earthquake, or other force majeure events. In the event of a force majeure event, P3RSON’s obligations shall be suspended for the duration of such event, and the time for performance shall be extended by a period equal to the duration of the delay.

29. Notices

All legal notices from P3RSON to you shall be delivered by one or more of the following methods: (a) email to the address associated with your account; (b) posting on the Platform; or (c) any other method reasonably calculated to provide actual notice. You agree that any notice delivered by email shall be deemed received on the date the email is sent. Notices from you to P3RSON shall be sent to:

30. Survival

The following Sections shall survive the termination or expiration of these Terms: Section 6 (P3RSON Coins, to the extent of any outstanding balances or obligations), Section 7 (Tax Responsibility), Section 12 (User Content, with respect to licenses granted), Section 13 (Copyright & DMCA), Section 15 (Intellectual Property), Section 18 (Disclaimers), Section 19 (Limitation of Liability), Section 20 (Indemnification), Section 21 (Dispute Resolution & Arbitration), Section 22 (Governing Law), Section 24 (Severability), Section 25 (Entire Agreement), Section 26 (Waiver), Section 27 (Assignment), Section 30 (Survival), Section 31 (Right of Publicity, with respect to licenses granted prior to termination), and any other provisions that by their nature are intended to survive termination.

31. Right of Publicity & Talent Image License

By registering as Talent and uploading photographs, videos, or other likeness materials to the Platform ("Talent Image"), you grant P3RSON a limited, non-exclusive, revocable license to display your Talent Image on the Platform for the purpose of enabling Brands to discover and book you. This license does not grant P3RSON the right to use your Talent Image for its own commercial advertising campaigns without your separate, explicit written consent, except as provided in the general license grant in Section 12 (User Content). To the extent of any conflict between Section 12 and Section 31 with respect to Talent Image, Section 31 controls.

Brand Campaign Use

When a Brand books you through the Platform and a booking is confirmed, you agree to the following with respect to your Talent Image in connection with that specific booking:

• The Brand may use photographs, videos, and other materials created during the booking solely as specified in the booking agreement between you and the Brand
• The scope, duration, and geographic territory of any Brand’s right to use your Talent Image shall be set forth in the booking agreement; P3RSON is not a party to and is not responsible for the terms of such booking agreements
• You are solely responsible for negotiating, agreeing to, and enforcing usage rights for your Talent Image with Brands; P3RSON provides the facilitation infrastructure only
• Any usage of your Talent Image beyond the scope of a confirmed booking agreement requires your separate, explicit written consent

State Right of Publicity Laws

P3RSON acknowledges that Talent may have statutory and common law rights of publicity under applicable state law (including, without limitation, California Civil Code § 3344, New York Civil Rights Law §§ 50–51, Florida Statute § 540.08, and similar statutes). Nothing in these Terms shall be construed as a waiver of your statutory right of publicity rights, except to the extent expressly and specifically granted herein. Talent who are residents of jurisdictions with right of publicity laws are responsible for ensuring that booking agreements with Brands comply with applicable law.

32. Electronic Signatures & E-Sign Consent (ESIGN Act)

By creating an account, completing a purchase, or otherwise manifesting your agreement to these Terms electronically (including by clicking “I agree,” “Join Waitlist,” “Claim Your Spot,” or any similar button or checkbox), you acknowledge and agree that:

• You are agreeing to and executing a legally binding agreement with P3RSON, as fully enforceable as if you had physically signed a paper agreement, pursuant to the Electronic Signatures in Global and National Commerce Act ("ESIGN Act"), 15 U.S.C. § 7001 et seq., the Uniform Electronic Transactions Act ("UETA"), and applicable state electronic signature laws
• You consent to receive all disclosures, notices, agreements, and communications from P3RSON electronically, including by email and through the Platform, in lieu of paper documents
• You have the ability to access, read, save, and print these Terms and any electronic disclosures provided to you by P3RSON
• Your electronic consent to these Terms constitutes your signature for all legal purposes

Withdrawal of Consent: You may withdraw your consent to receive electronic disclosures at any time by contacting us at [email protected]. If you withdraw consent, we may close your account or limit your access to the Platform, and we may provide required notices by alternative means (including paper mail) at our discretion. Withdrawal of consent does not affect the validity of any prior electronic agreement or disclosure.

Hardware and Software Requirements: To access and retain electronic records, you need: (a) a device with internet access and a current web browser; (b) a valid email address; and (c) sufficient electronic storage or a printer to retain copies. If these requirements change materially, we shall notify you and provide an opportunity to update your consent.

33. FTC Endorsement Disclosures

The Platform may facilitate brand partnerships and sponsored content between Talent and Brands. All Talent are required to comply with the U.S. Federal Trade Commission ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255, as updated) when posting sponsored content in connection with bookings completed through the Platform. Specifically:

• Talent must clearly and conspicuously disclose any material connection (including payment, gifted products, or other compensation) with a Brand in any social media post, video, or other content created in connection with a booking through the Platform
• Disclosures must be: placed where consumers are likely to notice them (e.g., at the beginning of a video, at the top of a post, not buried in hashtags or hidden after “more”); clear and unambiguous (e.g., “#ad,” “#sponsored,” “#partner,” or an explicit disclosure statement); and made in every piece of sponsored content regardless of the social platform
• P3RSON is not responsible for Talent’s failure to comply with FTC disclosure requirements, but reserves the right to suspend or terminate accounts that engage in deceptive advertising practices
• Brands that book Talent through the Platform represent and warrant that they will not instruct Talent to publish sponsored content without proper disclosures

34. AI-Generated Marketing Content

P3RSON and its marketing arm, P3RSON Studios, may use artificial-intelligence-generated personas, voices, likenesses, imagery, and video in marketing, advertising, and brand communications (“AI Marketing Content”), including content distributed on third-party platforms such as Meta (Facebook, Instagram) and TikTok.

Where AI Marketing Content features a persona that a reasonable consumer might believe to be a real person, P3RSON shall disclose, clearly and conspicuously within the content or in its accompanying caption, that the persona is AI-generated, consistent with the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255, as updated) and applicable state synthetic-media disclosure laws.

Platform-Level AI Content Labeling. Where AI Marketing Content is distributed through third-party advertising platforms or social platforms, P3RSON shall, in addition to the disclosures required above, (i) use each platform’s native AI-content or synthetic-media disclosure mechanism where available, including Meta’s “AI info” label and TikTok’s “AI-generated content” toggle, (ii) comply with applicable United States state synthetic-media and deepfake laws, including without limitation California Assembly Bills 2655 and 2355 where content is served to California residents, and (iii) upon the effective date of Article 50 of Regulation (EU) 2024/1689 (the EU AI Act), comply with the transparency obligations applicable to synthetic content where such content is served to audiences in the European Economic Area or the United Kingdom. P3RSON’s failure by a third-party platform to surface a requested AI-content label shall not be deemed a breach of this Section where P3RSON has used reasonable efforts to invoke the available labeling mechanism.

AI Marketing Content featuring fictional personas is not intended to depict, and shall not be construed as depicting, any real person, living or deceased. P3RSON represents that any AI Marketing Content it publishes is generated from licensed or original base assets and does not incorporate the name, image, likeness, or voice of any identifiable individual without that individual’s express written consent.

P3RSON does not use the personal information of Users to train, fine-tune, or personalize the generative models that produce AI Marketing Content.

35. Accessibility

P3RSON is committed to ensuring digital accessibility for individuals with disabilities. We endeavor to comply with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA and applicable provisions of the Americans with Disabilities Act (ADA). If you experience any difficulty accessing any part of the Platform, including these Terms, please contact us at [email protected] and we shall make reasonable efforts to provide the information in an accessible format or otherwise accommodate your needs.

36. Contact

If you have questions regarding these Terms of Use, contact us: