Parley Beta Participation & Confidentiality Agreement

1.1 This agreement is between The Hendy Collective Ltd (England and Wales), operating the Parley platform ("we", "us"), and you, the beta participant - whether you join as a creator, on behalf of a rights organisation or collecting society, or as a licensee. It governs your access to the Parley closed beta. 1.2 If you participate on behalf of an organisation (a rights organisation, collecting society, or licensee), additional onboarding terms may apply to your organisation - including a separate non-disclosure agreement, and a data processing agreement where you give us personal data about your members or clients. Those terms align with and sit in addition to this agreement. 1.3 Parley is for people aged 18 and over. By joining, you confirm you are 18 or over. 1.4 How we handle your personal data is set out in our privacy notice, at parley.magpiestandard.co.uk/privacy.

Parley is in active development. Features may be incomplete, may change without notice, and data may occasionally be migrated or reset (we will warn you when we can). The service is provided "as is" during the beta, with no service-level commitment. We will look after your data with care, but you should keep your own copies of anything irreplaceable.

3.1 "Confidential Information" means everything you see or receive through the beta that is not public: the platform's architecture, features, designs and technical workings; pricing, benchmarks and commercial models; roadmaps and plans; documents, demonstrations and pitch materials; information about other participants, partners or prospective clients; and anything a reasonable person would treat as confidential. 3.2 You agree to keep Confidential Information strictly confidential; not to share, publish, post or forward it (including screenshots and recordings) except to colleagues who need it for your beta participation and who accept the same obligations; and to use it only for taking part in the beta. 3.3 These obligations do not apply to information that is already public (through no fault of yours), that you already lawfully held, that you independently developed, or that you must disclose by law - if so, tell us first where legally possible. 3.4 You will tell us promptly if you become aware of any unauthorised disclosure. 3.5 These confidentiality obligations survive for five (5) years after your beta participation ends. 3.6 It works both ways. We keep your non-public works, catalogue and information confidential, and use them only to provide the service to you and as this agreement and our privacy notice describe.

4.1 Ours stays ours. Nothing in the beta grants you any licence or rights to Parley's software, designs, methods or other intellectual property. You will not use Confidential Information to build, or help build, a competing platform or service. 4.2 Yours stays yours - entirely. You (or your members or principals) retain all rights in the works, catalogues and content you register or import, and Parley claims no ownership of them. You give us a non-exclusive, royalty-free permission, for as long as you use Parley, to do only what is needed to run the service for you: process your metadata; generate identifiers and fingerprints (e.g. ISCC) from your files, which we hold only for as long as that takes; check the statements and run the scans you ask for; publish the machine-readable licensing signals you choose to switch on; and show your name and the details you choose to make public on your creator card. That permission ends when you leave, except for the records in Clause 4.3. 4.3 If you leave the beta, we will give you your record - the identifiers, metadata, terms and fingerprint codes for your works - and then delete or anonymise your content data, except records we must keep by law or that form part of the audit trail of actions you took on the platform. Where you have granted a licence through Parley, we keep that licence and its consent chain for six years after the licence ends. 4.4 We will not use your works to train AI models, and nothing you register is offered to anyone for AI training or AI-generated use through Parley except on the terms you set.

We want your feedback, and the beta exists to gather it. You agree we may use ideas, suggestions and bug reports you share to improve the platform, without payment, attribution or obligation. (Genuine product collaboration beyond this would be agreed separately - this clause is not a land-grab.)

6.1 No security probing, scraping, automated bulk access outside documented APIs, or attempting to access other participants' data. 6.2 We may remove a work, or pause your account, if we reasonably believe it breaks this agreement - for example, a work that is AI-generated, or one whose rights you don't hold. We will tell you why, and you can reply. 6.3 If someone tells us a work on Parley infringes their rights, or that something declared about it is wrong, we may pause that work while we look into it. We will tell you, and you can reply. Send any such notice to complaints@thehendycollective.co.uk.

7.1 Parley works from what you tell us: who you are, where you are, what you make and own, which organisations you belong to, and the terms you set. We rely on what you declare. The declarations you make when you register a work, offer it for licensing or grant a licence are contract-forming. 7.2 When you register a work, you confirm that it is your work, or that you are authorised to act for whoever owns it, and that what you tell us about who holds which rights in it is true. 7.3 When you offer a use of a work for licensing, or grant a licence through Parley, you confirm that you hold the right that use needs and are free to license it for that use and territory. That means it has not been assigned to, or placed under the exclusive administration of, a collecting society, publisher, label, employer or anyone else - including for any AI training or AI-generated use, which some collecting societies now take as a category of their own. If someone else holds a right, you can still register the work and record who holds it; you just can't license that use through Parley. 7.4 Work you made as part of your job, or to a commission, may not be yours to declare. Depending on your contract and the law where you are, the rights may belong to your employer or to the person who commissioned it. You will only declare rights you hold, or have permission from whoever does to act for them. 7.5 Parley is for human creators, and that includes making your work with AI tools under your direction. Parley does not accept AI-generated work. When you declare how a work was made, you confirm your declaration is true. 7.6 You will tell us promptly when something changes that affects what you have declared - for example, joining a collecting society, taking rights back from one, signing a publishing, label or management deal, or taking on work for an employer or a client. 7.7 You are responsible for the information you give us and for the choices you make on Parley, including anywhere you change or override what we suggest. If you tell us something that isn't right, or claim a right you don't hold, you are responsible for the consequences. 7.8 Material with a child in it is never offered for AI training or AI-generated use through Parley, whatever terms are set on it. A consent recorded for a child in a work covers that work's other uses; it never covers the child's identity.

8.1 Parley gives guidance, not legal advice. We read published law, the published rules of collecting societies and other organisations, and what you tell us, and we use them to show you the rights you're likely to hold, where you could register and what you could license. We don't confirm your legal position, your ownership of any work or your membership of any organisation, and nothing we show you creates a lawyer-client relationship. 8.2 What we show depends on what you tell us and where you tell us you are. Laws and society rules change, and we cover some countries in more detail than others. We date our sources and keep them up to date, but we can't promise every result is current or complete. Where we name an organisation, its own rules decide who can join and what it covers. Any figure we show is a benchmark, not an offer and not a promise of what you'll earn. If a decision matters to you, check it with the organisation concerned or take independent legal advice.

9.1 Nothing in this agreement excludes or limits liability that cannot be excluded or limited by law (including for fraud, or for death or personal injury caused by negligence). 9.2 The beta is free and experimental. To the extent the law allows, we are not liable for any indirect or consequential loss, or for any loss of profit, income or opportunity, arising from your participation in it. 9.3 Otherwise, our total liability to you for everything arising from this agreement and your use of Parley is limited to £100 plus 10% of the value of the licences granted or taken by you, or for you, through Parley in the 12 months before the event that gave rise to the claim. A licence's value is the fee payable under it. 9.4 If you use Parley as a consumer, nothing in this agreement affects your legal rights as a consumer, and Clauses 9.2 and 9.3 apply to you only as far as consumer law allows.

If we change this agreement, we will tell you what has changed and ask you to accept the new version before you carry on using the beta. If you don't accept it, you can leave the beta, and Clause 4.3 applies.

Either of us may end your participation at any time with notice. Clauses 3, 4, 5, 7, 8, 9 and 13 survive. On exit, Clause 4.3 applies to your content; you delete or destroy any Confidential Information you hold on request.

England and Wales law; England and Wales courts. If you are a consumer living elsewhere, you can also bring proceedings in the courts where you live, and you keep the protection of the mandatory laws of the place you live.

We may transfer this agreement to a company that takes over the running of Parley, and we will tell you if we do. You may not transfer it without our agreement. If any part of this agreement is found unenforceable, the rest still applies. Nobody other than you and us has rights under this agreement.