Agency Platform Agreement

Version 1.0. Effective upon acceptance.

This Agency Platform Agreement (this "Agreement") is between the organization identified in the Agency's account (the "Agency", "you") and mjonesone, LLC, a California limited liability company doing business as ICONS ("ICONS", "we", "us", "our"). It governs the Agency's use of the ICONS marketplace at iconsai.com and related apps and APIs (the "Service") to represent Talent.

The person accepting this Agreement represents that they are authorized to bind the Agency. This Agreement supplements the Terms of Service, the Privacy Policy and the Acceptable Use and AI Content Policy, which also apply to the Agency and each of its Authorized Users. Capitalized terms not defined here have the meanings in the Terms of Service.

1. Definitions

"Authorized User" means an individual member of the Agency's Organization account with an individual login.

"Talent" means an adult individual, or the verified adult rights owner of a Virtual Persona, offering services through the Service.

"Roster Entry" means a talent record the Agency creates or imports before or after the Talent joins the Service.

"Representation Grant" means the scoped authority a Talent gives the Agency through the Service, documented in an Agency Authority Rider signed by the Talent.

"Booking", "Quote", "Quote Hash", "Booking Order", "Contract Packet", "Likeness", "Digital Replica", "License", "Production", "Distribution", "Processor", "Holdback", "Platform Fee" and "Sandbox Mode" have the meanings in the Terms of Service.

2. Organization onboarding and verification

(a) Information. The Agency will provide and keep current its legal business name, website, business email, address, authorized signatory, and talent agency license information where applicable.

(b) Verification. ICONS may verify the Agency's existence, good standing, signatory and any license information it provides, and may request documents for that purpose. Until verification is complete, ICONS may limit the Agency's access, including the ability to accept Bookings or receive payments. Organization verification is separate from each Talent's identity verification and does not verify any Talent.

(c) Accuracy. The Agency represents that all information it provides is true and complete and will update it within 10 business days of any change, including any change, suspension or lapse of a license.

3. Licensing representations

(a) The Agency's obligation. The Agency represents, warrants and covenants that it holds, and will maintain throughout the term of this Agreement, every license, registration, bond and permit required for its activities, including any license required to procure, offer, promise or attempt to procure employment or engagements for artists or models under the California Talent Agencies Act (California Labor Code sections 1700 and following) or the equivalent laws of any other state where it operates or where its Talent reside or perform.

(b) No verification or assumption by ICONS. ICONS does not verify the adequacy of the Agency's licensing, does not act as the Agency's licensee, and does not assume any of the Agency's obligations under talent agency, employment agency, manager or similar laws. Any license number displayed on the Service is the Agency's own statement.

(c) ICONS's role. ICONS operates a marketplace platform. ICONS is not a talent agency or employment agency, does not represent any Talent, and does not negotiate on any Talent's behalf. Nothing in this Agreement makes ICONS a sub-agent, co-agent or partner of the Agency.

(d) Compliance with agency law. The Agency is responsible for its own compliance with any rules that apply to its contracts with Talent, including required contract forms, approvals of fee schedules, trust account rules and record-keeping.

(e) Notice. The Agency will notify ICONS promptly if any license is denied, suspended, revoked or lapses, or if any regulator opens an inquiry into the Agency's activities involving the Service.

4. Authorized Users and roles

(a) Individual logins. Each Authorized User must have an individual login. Shared accounts and master passwords are prohibited. The Agency is responsible for all actions of its Authorized Users.

(b) Roles. The Agency will assign least-privilege roles: owner (members, roster, business settings, payout configuration); agent (assigned Talent, negotiations and permitted approvals); finance (invoices and payout reports, with no access to identity evidence); producer (assigned production files only); and viewer (read-only assigned campaigns). Assignment to Talent is separate from membership.

(c) Security. Owner and finance users must enroll in multi-factor authentication when the Service offers it. The Agency will remove access promptly when an Authorized User leaves or no longer needs it, and will notify ICONS at legal@iconsai.com of any suspected unauthorized access.

5. Roster entries and Talent claims

(a) Drafts. The Agency may create or import Roster Entries containing a name, email, social handles, contact details and tags. Images may be staged only with documented upload permission from the Talent and the rights holder.

(b) Talent must claim. A Roster Entry remains unpublished until the Talent accepts the invitation, verifies their identity, accepts the required Talent agreements and grants the Agency authority. The Agency may not publish a Profile, generate content, sign any Likeness consent, or approve spending on behalf of a Talent who has not done so.

(c) No impersonation. The Agency must not create a Roster Entry for a person it does not represent or intend to represent, and must not create an entry for anyone under 18.

(d) Duplicates and disputes. ICONS detects duplicates by verified identity and social account IDs, never by name alone, and never merges accounts automatically. Disputed ownership or representation is decided by ICONS through its operator review, based on the Talent's verified instructions.

6. Representation Grants

(a) Source of authority. The Agency may act for a Talent on the Service only within an active Representation Grant. A pending contact email or invitation grants no permissions.

(b) Contents. Each Representation Grant states the Talent, the Agency, the assigned agents, the scopes (negotiate, business accept, creative review, payout view, receive payment), categories, effective dates, commission basis and rate in basis points, payout mode, existing exclusivities and evidence of the Talent's signature.

(c) Non-delegable acts. Identity attestations, identity verification, Likeness attestations and the AI Likeness and Digital Replica Rider for each Booking are always completed by the Talent personally and are never within any scope. If an agent signs a campaign term for a Talent, ICONS stores the authority evidence and still requires the Talent's explicit personal Likeness consent.

(d) Talent veto. The Talent keeps a veto over any new, unauthorized or out-of-scope use of their Likeness. The Agency must not approve or represent to any Brand that it can approve such a use.

(e) Acting in scope. The Agency will act only within the scopes, categories and dates of the Representation Grant, follow the Talent's lawful instructions and restrictions, and not accept a Quote that conflicts with the Talent's excluded categories, exclusivities or depiction restrictions.

(f) Revocation. The Talent may revoke a Representation Grant at any time through the Service. Revocation suspends the Agency's new actions immediately. Executed Bookings, signed Contract Packets and agreed settlement instructions are preserved pending completion, lawful amendment or dispute resolution. Any dispute about the Agency's off-platform contract with the Talent, including post-term commissions, is between the Agency and the Talent.

7. Conflicts and exclusivity

(a) In this version, only one Agency may hold an active exclusive business representation for a Talent in any overlapping category at the same time. ICONS may refuse to activate a Representation Grant that conflicts with an existing active exclusive grant until the conflict is resolved.

(b) The Agency will disclose to the Talent and, where relevant, to ICONS any material conflict of interest, including representing competing Talent for the same Brand request, or any ownership or financial interest in a Brand.

8. Proposals and Bookings

(a) The Agency may receive requests, accept them, decline them with a reason or submit structured counteroffers within its scopes. Any changed price, deliverable, channel, deadline, production owner, rights term or payout split creates a new Quote version. Comments do not change contractual scope.

(b) Acceptance by email link without authenticated authorization is not permitted.

(c) Where the Agency performs Agency-Managed Production, it is bound by the Production Statement of Work for the Booking, including schedules, specifications, two consolidated revision rounds, change-order rules and vendor attestations, and it may not mark its own work as Brand-approved.

9. Commission

(a) Basis. Agency commission is calculated per milestone on the commission basis stated in the Representation Grant and the Booking: either the Talent's fees only, or the Talent's fees plus the Talent or Agency production fee.

(b) Calculation. For each eligible amount, 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. The Talent receives the remainder. Each cent is allocated exactly once.

(c) Source. Commission comes from the Talent's compensation as agreed between the Agency and the Talent. It is not paid from the Platform Fee, platform production price, tax or refunded amounts.

(d) Compliance. The Agency is responsible for ensuring its commission rates comply with any applicable law and with its contract with the Talent.

10. Payout modes

(a) Direct split (default). ICONS, through the Processor, transfers the Talent's share and the Agency's share separately to their own connected accounts.

(b) Agency collection. If the Talent gives the Agency the receive-payment scope and the Processor supports settlement to the Agency's legal entity, the Agency may collect the Talent's share. Direct split and agency collection are mutually exclusive for the same component.

(c) Agency collection obligations. When the Agency collects, the Agency: (i) receives the funds on the Talent's behalf and holds them as required by law, including any trust account requirements; (ii) pays the Talent their share promptly and in any event within the time required by law or by its contract with the Talent, and if neither specifies, within 30 days after receipt; (iii) provides the Talent with accurate statements; and (iv) is solely responsible to the Talent for that payment. The Service records the Agency's settlement obligation and shows it on statements. Neither ICONS nor the Agency may describe an agency collection as a direct payout to the Talent.

(d) Processor onboarding. The Agency must complete the Processor's onboarding and accept its terms. ICONS does not store raw bank account data. Payout destination changes require step-up authentication, are held 48 hours, and never silently reroute an amount allocated on a funded Booking.

(e) No escrow. Brand payments are captured by the Processor and transfers are delayed until milestones are met. ICONS is not an escrow agent, bank or money transmitter, and these delayed transfers are not regulated escrow. Holdbacks, Processor reserves, chargebacks and disputes may delay or reverse transfers under the Payment and Cancellation Schedule for each Booking.

(f) Taxes. The Agency is responsible for its own taxes and for any tax reporting it owes on amounts it collects for Talent.

11. Data protection and tenant isolation

(a) Isolation. Every roster, file, search result, statement and export is isolated to the Agency's Organization. The Agency may not attempt to access another Organization's data, another Agency's Talent, or another Brand's campaigns.

(b) No identity evidence. The Agency has no access to any Talent's identity evidence, legal name, date of birth, ID document or challenge video held by ICONS or its identity provider, and must not request ICONS to provide them.

(c) Use limits. The Agency will use personal information obtained through the Service only to represent the relevant Talent and perform Bookings, will not sell it or use it for unrelated marketing, and will protect it with reasonable administrative, technical and physical safeguards.

(d) Private materials. Private reference images and campaign files are available only to assigned Authorized Users through short-lived links. The Agency will not download, copy or redistribute them beyond what its role and the Booking require, and will not use them to train any AI model or build any reusable Likeness model.

(e) Incidents. The Agency will notify ICONS at legal@iconsai.com without undue delay, and in any event within 72 hours, after becoming aware of unauthorized access to personal information obtained through the Service, and will cooperate in any required notification.

(f) Service providers. If the Agency is a service provider to any Talent or Brand for personal information under the California Consumer Privacy Act, it will comply with the obligations that law imposes.

12. Agency conduct

The Agency will: (a) comply with the Acceptable Use and AI Content Policy and applicable advertising law, including the Federal Trade Commission's Endorsement Guides; (b) not misrepresent its authority, licensing, roster or results; (c) not ask any Talent to share social media passwords or to post content the Talent has not approved; (d) not solicit off-platform payment for a Booking introduced through the Service in a manner that circumvents the Service, consistent with the non-circumvention terms that apply to the Talent and Brand; and (e) not offer explicit sexual content or adult-service promotion through the Service.

12A. Records and cooperation

(a) Records. The Agency will keep accurate records of its Representation Grants, its contracts with Talent, amounts it collects for Talent under agency collection, and its payments to Talent, for at least 7 years or longer if required by law.

(b) Cooperation. On reasonable request, the Agency will provide ICONS with information needed to resolve a dispute, chargeback, takedown request, regulatory inquiry or Talent complaint involving the Service, including evidence that it paid Talent amounts it collected. ICONS will request only what is reasonably needed and will treat it as confidential.

(c) Talent complaints. If a Talent reports that the Agency acted outside its authority or failed to pay collected amounts, ICONS may suspend the Agency's new actions for that Talent while it reviews the report. ICONS will give the Agency an opportunity to respond before taking further action, except where a delay would risk harm to the Talent or a breach of law.

13. Fees

ICONS does not charge the Agency a fee for using the Service in this version. The Platform Fee for each Booking is charged to the Brand and itemized in the Quote. ICONS will give at least 30 days' notice before introducing any Agency fee, which will apply only to Bookings quoted after it takes effect.

14. Sandbox Mode

While payments, e-signatures and identity checks are not live, the Service operates in Sandbox Mode. Nothing is charged or paid, signatures are test records and are not legally executed contracts, and sandbox outcomes are labeled sandbox.

15. Confidentiality

Each party will keep confidential the non-public information of the other party and of Brands and Talent that it receives through the Service, use it only for the purposes of this Agreement and Bookings, and disclose it only to personnel and advisers bound by confidentiality, or as required by law.

16. Warranties and indemnity

(a) The Agency represents and warrants that it is duly organized and in good standing, has authority to enter this Agreement, holds all required licenses as described in Section 3, and will act only within Representation Grants.

(b) The Agency will defend, indemnify and hold harmless ICONS and its members, managers, employees and agents from third-party claims, regulatory proceedings, losses and reasonable costs, including reasonable attorneys' fees, arising from: (i) the Agency's actual or alleged failure to hold a required license; (ii) the Agency's acts outside the scope of a Representation Grant; (iii) the Agency's failure to pay Talent amounts it collected; (iv) disputes between the Agency and its Talent; or (v) the Agency's breach of this Agreement or applicable law.

17. Limitation of liability

The disclaimers and limitations of liability in the Terms of Service apply to this Agreement. ICONS's total liability to the Agency arising from this Agreement will not exceed the greater of the Platform Fees ICONS received on Bookings involving the Agency in the 12 months before the claim and one hundred US dollars. Neither party is liable for indirect, incidental, special, consequential or punitive damages. These limits do not apply to the Agency's indemnity obligations, to amounts the Agency holds for Talent, or to liability that cannot be limited by law.

18. Term and termination

(a) This Agreement starts when accepted and continues until terminated.

(b) Either party may terminate this Agreement for convenience on 30 days' notice. ICONS may suspend or terminate immediately if the Agency breaches this Agreement, loses a required license, fails verification, or if required by law or a Processor.

(c) On termination, the Agency's new actions stop. Executed Bookings continue to completion or resolution under their Contract Packets, and Representation Grants for those Bookings remain effective solely for completing them. Amounts payable to the Agency for completed milestones remain payable, subject to Processor rules, disputes and chargebacks. The Agency remains responsible for settling with Talent any amounts it collected.

(d) Sections 3, 10(c), 11, 15, 16, 17, 18(c) and 19, and any provision that by its nature should survive, survive termination.

19. Disputes and general

(a) This Agreement is governed by the laws of the State of California. Disputes between the Agency and ICONS are resolved under the dispute resolution section of the Terms of Service, which is incorporated into this Agreement, including binding individual arbitration administered by JAMS and the class action waiver. The 30-day opt-out in the Terms of Service is available to the Agency on the same terms.

(b) ICONS may update this Agreement by issuing a new version. Material changes apply after the Agency accepts the new version and never change an executed Booking.

(c) Notices to ICONS go to legal@iconsai.com. ICONS is located in Los Angeles, California; a full mailing address for legal notice is available on request at legal@iconsai.com. Notices to the Agency go to its business email on the Service.

(d) The Agency may not assign this Agreement without ICONS's written consent. This Agreement, with the documents it incorporates, is the entire agreement on its subject. If any provision is unenforceable, the rest remains in effect.