Agency Authority Rider
Version 1.0. Effective upon acceptance.
This Agency Authority Rider (this "Rider") is signed personally by [talent_display_name] ("Talent", "you") to grant authority on the ICONS marketplace to [agency_legal_name] (the "Agency"). ICONS means mjonesone, LLC, a California limited liability company doing business as ICONS, which operates the marketplace at iconsai.com and related apps and APIs (the "Service").
This Rider records the Representation Grant you give the Agency on the Service. It supplements your Talent Participation Agreement and the Agency's Agency Platform Agreement, and is governed by the Terms of Service. Capitalized terms not defined here have the meanings in those documents.
1. Summary of the grant
| Term | Value |
|---|---|
| Talent | [talent_display_name] |
| Agency | [agency_legal_name] |
| Scopes granted | [grant_scopes] |
| Categories | [grant_categories] |
| Exclusive representation | [exclusive_representation] |
| Start date | [grant_start] |
| End date | [grant_end] |
| Commission rate | [commission_bps] basis points |
| Commission basis | [commission_basis] |
| Payout mode | [payout_mode] |
| Existing exclusivities you disclosed | [existing_exclusivities] |
2. Your confirmation of the Agency
By signing, you confirm that: (a) you know the Agency named above and have chosen it to represent you for the scopes and categories in Section 1; (b) you have reviewed the scopes, dates, commission and payout mode; and (c) the payout destinations shown to you on the Service for you and for the Agency are correct. ICONS relies on this confirmation, made by you personally after identity verification, as evidence of the Agency's authority. An invitation or contact email alone never gave the Agency any authority.
3. Scopes of authority
The Agency may act for you on the Service only within the scopes listed in Section 1, as follows:
- Negotiate: receive and review requests, respond to Brands, and submit counteroffers on price and scope.
- Business accept: accept a Quote on your behalf, where the Quote is within your published restrictions and excluded categories. This does not include signing your AI Likeness and Digital Replica Rider.
- Creative review: review scripts and assets and record approvals, where you have also delegated routine creative review for the categories and dates in this Rider. Without that delegation, you remain a required approver.
- Payout view: see your statements and payout status for Bookings handled by the Agency.
- Receive payment: collect your share of Booking payments, only if the payout mode in Section 1 is agency collection and the Processor supports it.
A scope not listed in Section 1 is not granted. The Agency's authority applies only to the categories listed, and only between the start and end dates. If no end date is shown, the grant continues until revoked under Section 8.
4. Authority the Agency never has
Regardless of the scopes above, the Agency may not, and you do not authorize it to:
(a) complete your identity verification, or make any identity, age or Likeness attestation for you;
(b) sign any AI Likeness and Digital Replica Rider, or otherwise consent to the creation or use of a Digital Replica of you;
(c) approve any new, unauthorized or out-of-scope use of your Likeness, including any new advertiser, product, purpose, modality (face, body, voice), medium, territory, date range, vendor or edit;
(d) consent to custom fine-tuning, embeddings, voice models or any other reusable model of your Likeness;
(e) change your payout destination, or the Agency's, on any funded Booking;
(f) publish your Profile without your verified authority, or approve spending on your behalf; or
(g) act for you outside the categories and dates of this Rider.
5. You personally retain AI Likeness consent
You personally retain the right to give or withhold consent to every use of your Likeness and every Digital Replica. For each Booking that involves your Likeness, ICONS will ask you, and only you, to sign the AI Likeness and Digital Replica Rider for that Booking. If the Agency signs other campaign terms within its scopes, ICONS stores the Agency's authority evidence and still requires your explicit personal Likeness consent before any production begins. You keep a veto over any new use outside what you signed.
6. Commission
(a) Basis. The commission basis in Section 1 is either your Talent fees only, or your Talent fees plus your Talent or Agency production fee. Talent fees are the License, Distribution and rights-extension amounts allocated to you in a Booking.
(b) Calculation. For each milestone, the Agency share equals the eligible amount in cents multiplied by the commission rate in basis points, divided by 10,000, rounded down to the nearest cent. You receive the remainder. For example, at 2,000 basis points (20%) on an eligible amount of $3,000.00, the Agency share is $600.00 and your share is $2,400.00.
(c) Not from platform revenue. Commission comes from your compensation. It is not paid from the Platform Fee charged to the Brand, from any platform production price, from tax, or from amounts refunded to the Brand. If an amount is refunded or reversed, the commission on it is reversed in proportion.
(d) Snapshot per Booking. The commission terms in effect when a Booking's Quote is signed are recorded in that Booking and apply to it until it is complete, even if this Rider later changes or is revoked.
7. Payer, payee and who receives money
(a) Payer. The Brand pays each Booking through the Processor that ICONS designates. ICONS is not an escrow agent, bank or money transmitter; Brand payments are captured by the Processor and transfers are delayed until milestones are met.
(b) Direct split. If the payout mode is direct split, the Processor transfers your share to your connected account and the Agency's share to the Agency's connected account, separately.
(c) Agency collection. If the payout mode is agency collection, the Processor transfers your share to the Agency, and the Agency is solely responsible for paying you. The Agency must pay you promptly, within the time required by law or by your contract with it, and if neither specifies, within 30 days after it receives the funds, and must give you accurate statements. ICONS's obligation for that component is satisfied by the transfer to the Agency. Your statement on the Service shows the Agency's obligation to you, and the Service will not describe an agency collection as a direct payout to you.
(d) Safeguards. Payout destination changes require step-up authentication, generate a notification and are held for 48 hours. A destination change never silently reroutes an amount already allocated on a funded Booking.
8. Revocation and expiry
(a) Your right to revoke. You may revoke this Rider and the Representation Grant at any time through the Service. You do not need the Agency's consent to revoke authority on the Service.
(b) Effect on new actions. Revocation, or expiry at the end date, takes effect immediately for new actions. The Agency can no longer negotiate, accept, review or view payouts for new work under this grant, and affected parties are notified in the Service.
(c) Existing obligations preserved. Revocation does not undo executed Bookings. Signed Contract Packets and the settlement instructions agreed for those Bookings, including the payee and payout mode recorded when each Booking was funded, are preserved until the Booking is completed, lawfully amended or resolved through dispute resolution.
(d) Off-platform contract. Your separate contract with the Agency, including any notice period or post-term commission, is between you and the Agency. ICONS is not a party to it and does not enforce it.
(e) Agency termination. The Agency may end its authority by notice through the Service, subject to the same preservation of executed Bookings.
9. Existing exclusivities and conflicts
(a) Your disclosure. You have disclosed in Section 1 any existing exclusive representation, management, endorsement, brand or category exclusivity that binds you. You represent that the disclosure is complete and that this Rider does not breach any of those arrangements. You will update your Profile restrictions if your exclusivities change.
(b) One exclusive representative per category. In this version, only one Agency may hold an active exclusive business representation for you in any overlapping category at the same time. If the grant in Section 1 is exclusive, ICONS will not activate a conflicting exclusive grant for an overlapping category until this one is revoked or expires.
(c) Conflicts. The Agency must disclose to you any material conflict of interest in representing you on a request.
10. Disputes
Disagreements on the Service about the Agency's authority, a Booking or an allocation are reviewed by ICONS through its operator process, based on your verified instructions and the records of this Rider. Operator decisions do not waive any party's legal rights. Disputes with ICONS are resolved under the dispute resolution section of the Terms of Service, which is incorporated here. Disputes between you and the Agency are governed by your agreement with the Agency and applicable law.
11. Sandbox Mode
If this Rider is signed while the Service is in Sandbox Mode, it is a test record and not a legally executed document, and no payments are made under it.
12. Signature
You agree that typing your name and checking the acceptance box is your electronic signature on this Rider, and that ICONS may record evidence of your signature, including this document's version and fingerprint, the time, IP address and device information. This Rider must be signed by the Talent personally.