Brand (Advertiser) Terms

Version 1.0. Effective upon acceptance.

These Brand (Advertiser) Terms (the "Brand Terms") are an agreement between mjonesone, LLC, a California limited liability company doing business as ICONS ("ICONS", "we", "us", "our"), and the organization that accepts them (the "Brand", "you", "your"). They govern your use of the ICONS marketplace at iconsai.com and related apps and APIs (the "Service") to request, negotiate, buy and use Bookings.

These Brand Terms supplement the Terms of Service, the Privacy Policy and the Acceptable Use and AI Content Policy, which are incorporated by reference. Capitalized terms not defined here have the meanings given in the Terms of Service. If these Brand Terms conflict with the Terms of Service on a matter specific to Brands, these Brand Terms control. For any individual Booking, the documents in its Contract Packet control in the order of precedence stated in the Booking Order.

The individual who accepts these Brand Terms represents that they are authorized to bind the Brand. If they are not, they must not accept, and they are personally responsible for any use of the Service they make on the Brand's behalf.

1. How ICONS works for Brands

1.1 Marketplace role. ICONS provides a platform where Brands find Talent, request Bookings, agree Quotes, sign the Contract Packet, fund the Booking and receive Approved Final Assets. The License is granted by the Talent (or the verified rights owner of a Virtual Persona), not by ICONS. Distribution is performed by the Talent on the Talent's own social account. ICONS is a party to the creative work only when you buy Platform-Managed Production, in which case ICONS acts as the production vendor under the Production Statement of Work.

1.2 Three separate products. Each Booking may include up to three separately priced, separately scoped and separately cancellable products: a License, Production and Distribution. Buying a License never implies a post, an endorsement, paid-media rights or access to the Talent's followers. Buying Distribution never implies a License beyond what the Booking Order states. Buying Production never implies any right to use the Talent's Likeness outside the License.

1.3 One Talent per Booking. Each Booking covers one Talent. A campaign that uses several Talent is a set of separate, linked Bookings, each with its own Quote and Contract Packet.

1.4 Pilot scope. During the current pilot the Service is offered by invitation in the United States, in US dollars, for non-explicit commercial campaigns with verified adult Talent only. ICONS may decline any Brand, campaign or category.

2. Organization accounts and Authorized Users

2.1 Organization account. You must provide accurate business information, including your legal business name, website, verified business contact email, billing legal entity, billing address, product category and an authorized signer. You must keep this information current. ICONS may verify your organization and may review sensitive or higher-risk categories before you can request Bookings.

2.2 Individual logins. Each person who acts for you must be an Authorized User with their own login. Shared or master logins are not permitted. You are responsible for all actions taken by your Authorized Users and for promptly removing access for anyone who should no longer have it.

2.3 Roles. You assign each Authorized User a role. The Service currently supports these roles:

2.4 Who can bind you. Only an Owner, or a Buyer with purchasing permission, can accept a Quote or sign a Contract Packet on your behalf. You are bound by any Quote accepted or document signed by such a user through the Service. Approvals given by a Creative reviewer bind you as creative approvals for the relevant stage of the relevant Booking.

2.5 Security. You must keep sign-in credentials and devices secure, require your Authorized Users to do the same, and notify ICONS at hello@iconsai.com without undue delay if you suspect unauthorized access.

2.6 No access to identity evidence. No Brand role can access Talent identity evidence (including identity videos, government ID, date of birth or legal name held for verification), private reference uploads or another Brand's campaigns. You must not attempt to obtain this information through the Service or otherwise.

3. Requests, Quotes and binding orders

3.1 Requests are free. Submitting a booking request is free of charge. A request is an invitation to negotiate. It does not bind you or the Talent, and it does not reserve dates.

3.2 Negotiation. The Talent, or an Agency acting under a Representation Grant, may accept your request as submitted, decline it, or make a structured counteroffer. Any change to price, Deliverables, channels, deadlines, production owner, rights or payout arrangements creates a new proposal version. Messages and comments do not change contractual scope; only a new proposal version does.

3.3 Quotes. When both sides agree, the Service locks a Quote that sets out the prices, Platform Fee, production budget, cancellation schedule, Deliverables, approval policy, any Representation Grant, the audience metrics snapshot, the License terms and the required signatories. The Quote is identified by its Quote Hash. A Quote is valid for 7 days unless it states otherwise. Dates in a Quote are proposed dates subject to confirmation; there is no instant-book guarantee.

3.4 Binding order. A Booking becomes binding only when every required party has signed the Contract Packet bound to the exact Quote Hash. Accepting a Quote starts the signing process; it does not start production. A signature on an earlier version does not approve a later version.

3.5 Prices are set by the Service. Prices are calculated by the Service from the accepted rate card and agreed scope. Any price shown or entered in your browser is not authoritative. If a displayed price differs from the Quote, the Quote controls.

3.6 Estimates are not guarantees. Audience figures, view estimates and historical metrics shown in the Service are estimates based on available data, with their source and date. They are not guarantees of reach, views, engagement, sales or any other outcome. Missing metrics are shown as unavailable. No refund, credit or make-good is owed for lower-than-estimated performance unless a Booking Order expressly provides one.

4. Signatures before funding, and payment

4.1 Signatures first. All required signatures must be complete before any payment is captured. You may not fund a Booking that has not been fully signed, and ICONS will not start production on an unfunded Booking.

4.2 Funding. You fund a Booking through the hosted checkout of the Processor that ICONS designates. A Booking is funded only when ICONS receives an authoritative success event from the Processor. A browser redirect, a receipt screen or a pending authorization does not fund a Booking. If the Processor declines, reverses or fails to settle the payment, the Booking remains unfunded and no work starts.

4.3 What you pay. You pay the total stated in the Quote, which itemizes the License fee, Distribution fees, rights extensions and exclusivity, any Talent-Managed or Agency-Managed Production fee, any Platform-Managed Production price, the Platform Fee and any applicable tax. The Platform Fee is charged to you and itemized; its rate is stated in the Quote. Unless the Quote states otherwise, the Platform Fee is 15% of the License, Distribution, rights-extension and Talent or Agency production fees, and is not applied to the Platform-Managed Production price, to tax or to refunded amounts.

4.4 No escrow. Funds you pay are captured by the Processor. Transfers to Talent, Agencies and vendors are delayed until the milestones in the Payment and Cancellation Schedule are met. ICONS is not a bank, escrow agent or money transmitter, and these delayed transfers are not a regulated escrow arrangement. Your funds are not held in trust for you.

4.5 Taxes. Prices exclude taxes unless the Quote states otherwise. You are responsible for sales, use, value-added and similar taxes on your purchases, other than taxes on ICONS's net income. If you are required to withhold any tax, you must gross up the payment so the recipients receive the full amount stated in the Quote, unless the law prohibits it.

4.6 Processor terms. Your payments are subject to the Processor's terms and policies. ICONS does not store your full card or bank account details. Processor delays, reserves and reviews may affect timing.

4.7 Invoices and records. The Service provides an itemized record of each Booking's charges. You must raise any billing question within 60 days of the charge.

5. Change orders

5.1 Material changes need a change order. Any material change after funding, including a new concept, product, language, duration, rights, channel, territory, term or additional outputs, requires a priced change order. A change order creates a new scope version, requires fresh approvals and any required signatures, and must be funded before the changed work starts.

5.2 No silent charges. ICONS will never charge a saved payment method for additional budget without your explicit approval of the specific change order and amount.

5.3 Prior approvals do not carry over. Approvals of earlier versions cannot approve replacement content. Each new version of a script or asset requires its own approvals.

5.4 Category changes. If you change the product or its category after a Quote is agreed, production is paused until the Talent gives new consent and a new Quote is signed.

6. Cancellations and refunds

6.1 Schedule. Cancellations, refunds, kill fees, failed postings and chargebacks are governed by the Payment and Cancellation Schedule signed for each Booking. In summary: before funding, no charge; after funding but before production starts, Talent fees and unearned production are refunded, less any retained fee stated in the signed terms; after work starts, only documented agreed work or kill fees are retained; after approved License delivery, the License fee is earned, subject to breach and dispute terms; a failed posting refunds only the unearned posting fee.

6.2 Refund method. Refunds are made to the original payment method through the Processor. Processor timelines apply.

6.3 Chargebacks. You agree to raise any concern with ICONS before initiating a chargeback. A chargeback filed for a charge you authorized and for work delivered in accordance with the Booking Order is a breach of these Brand Terms. Chargebacks follow the Processor's rules.

7. License scope

7.1 Strictly as stated. Your right to use the Talent's Likeness and the Approved Final Assets is limited strictly to the License stated in each Booking Order and its AI Likeness and Digital Replica Rider: the named licensee, the named product, the Approved Final Assets identified by file hash, the stated channels and media, the territory, the start and end dates, the paid-media terms, any exclusivity and the excluded categories. Anything not expressly granted is reserved to the Talent.

7.2 Approved Final Assets only. You may use only the Approved Final Assets identified in the Rights Manifest. You may not edit, recut, re-voice, translate, localize, extend, combine with other content or create new versions of the assets except as the Booking Order expressly permits. You may not use previews, drafts, watermarked files, reference images or any generated material that was not approved.

7.3 When the License begins. Unless the Quote sets a later fixed start date, the License begins on final delivery of the Approved Final Assets. Production permissions that exist before delivery do not grant any public or commercial use. Restricted previews are for review only.

7.4 No implied rights. Unless the Booking Order expressly states otherwise, a Booking does not grant:

• any endorsement or testimonial by the Talent, or any right to state or imply that the Talent uses, prefers or recommends your product;
• any paid-media, paid-advertising, boosting, whitelisting, partnership-ad or creator-account advertising access;
• any right to use the Talent's name, Likeness or voice outside the Approved Final Assets;
• any right to create, train, fine-tune or retain a Digital Replica, voice model, embedding or other reusable model of the Talent;
• any right to sublicense, except to the agencies, platforms and production partners named in the Booking Order, solely to deliver the licensed use; or
• any access to the Talent's followers, subscribers, audience data or private analytics.

7.5 Use only within term and territory. You must not use, publish, run or distribute the Approved Final Assets outside the stated term or territory, or in any channel not listed. Paid usage rights and organic usage rights may have independent dates; each applies only within its own dates.

7.6 On expiry. When the License term ends, or earlier on termination, you must within 5 business days stop all new uses; remove the assets from websites, social accounts, paid placements, retail and other media you control; stop any paid advertising using them; and instruct your agencies and partners to do the same. Organic social posts published on your own accounts during the term may remain in their original archive position only if the Booking Order expressly allows it; otherwise they must be removed or archived from public view. You may keep copies for internal legal, archival and compliance records only, without any public or commercial use. Renewal requires a new Booking or a signed change order.

7.7 Your materials and your marks. You keep ownership of your trademarks, logos, product images, scripts, music and other materials you provide ("Brand Materials"). You grant ICONS, the Talent and the named production vendors a non-exclusive, royalty-free license to use Brand Materials during the Booking solely to produce, review, deliver and publish the Deliverables and to operate the Service for that Booking.

8. Brand responsibilities

8.1 Brand Materials warranty. You represent and warrant that you own or have all rights, licenses, clearances and consents needed for the Brand Materials and their use in the Booking, including music, fonts, footage, images, third-party trademarks and any people depicted in them, and that their use as directed by you will not infringe or misappropriate any third party's rights or violate any law.

8.2 Claims substantiation. You are solely responsible for the truth and substantiation of every claim about your product or business that appears in a brief, script, caption or asset, whether written by you, the Talent, ICONS or a production tool. You must have competent and reliable evidence for each objective claim before it is used. You must not ask the Talent to make claims about personal experience with your product that the Talent has not had. AI-generated copy is a draft only and must be reviewed by you for accuracy before approval.

8.3 Regulated products. If your product is subject to specific advertising rules (for example health, financial, alcohol or cannabis-adjacent products, or products directed to particular audiences), you are responsible for compliance with those rules, including any required disclaimers, age gating and pre-clearance. ICONS may decline categories that it does not support.

8.4 FTC and endorsement compliance. You must comply with the Federal Trade Commission Act, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, and similar state and platform rules. Each Booking creates a material connection between you and the Talent that must be clearly and conspicuously disclosed in each post and in any use of the Talent's Likeness that could be understood as an endorsement. The FTC's framework applies to virtual influencers as well as people. You must not ask or permit the Talent to omit, obscure or weaken a required disclosure, and you must monitor your own uses for compliance.

8.5 AI disclosure. Where the Approved Final Assets were generated or materially altered with artificial intelligence, you must label them as synthetic or AI-generated content wherever the Booking Order, the Distribution Schedule, a platform rule or applicable law requires, and in any event wherever a reasonable viewer could otherwise believe the content shows a real event or a real performance by the Talent. A platform's automatic label alone is not treated as sufficient in every case. You must not remove or obscure a disclosure, watermark or content credential that ICONS or the Talent applied. A Virtual Persona must never be presented as a real human.

8.6 No deceptive use. You must not use any asset to deceive, to imply that the Talent said or did something the Talent did not approve, to depict the Talent in a political, electoral or issue advocacy context, or in any of the excluded categories for the Booking.

8.7 Creative review. You must review scripts and assets within the review period stated in the Booking (default 2 business days per review stage). Silence is not approval by anyone. If you do not respond, ICONS may remind you and escalate, and production dates may move accordingly.

9. Prohibited categories and content

9.1 You must not use the Service or any asset for any purpose prohibited by the Acceptable Use and AI Content Policy. Without limiting that policy, during the current pilot you must not request or use any Booking for:

• explicit sexual content, nudity intended to arouse, or promotion of adult services, even where the Talent operates an adult-content account;
• anything involving or directed to minors in a sexualized, exploitative or age-inappropriate way, or any campaign that depicts the Talent as a minor;
• political or election advertising, candidates, ballot measures or issue advocacy;
• weapons, illegal drugs, tobacco or nicotine, gambling, payday lending, cryptocurrency investment promotion, or other categories ICONS lists as restricted;
• any product or claim that is unlawful where the asset is used; or
• any category the Talent has excluded for the Booking.

9.2 ICONS may pause or cancel a Booking, freeze delivery and require removal of assets if it reasonably believes a use breaches this section, and the cancellation terms for Brand breach will apply.

10. Takedown and complaints

10.1 Cooperation. If ICONS or the Talent notifies you that an asset is being used outside the License, without a required disclosure, in a prohibited category, or in a manner that is the subject of a credible legal, safety or rights complaint, you must remove or disable the use in media you control within 2 business days (or within 24 hours where the notice concerns an alleged safety risk, deception, minors or non-consensual content), instruct your partners to do the same, and confirm in writing what you have done.

10.2 Limits of recall. You acknowledge that distributed copies cannot always be technically recalled. Your obligation is to act on uses within your control and to cooperate reasonably with removal requests to third parties.

10.3 Records. ICONS logs takedown requests and responses. Failure to cooperate is a material breach.

11. Confidentiality and Talent data

11.1 Confidential Information. "Confidential Information" means non-public information disclosed through the Service about a Booking, a Talent, an Agency or ICONS, including Quotes, rates, contract terms, private messages, audience data, payout information, private reference assets, unreleased assets and Talent contact details. It does not include information that is or becomes public through no fault of yours, that you already lawfully knew, or that you independently develop without use of the Confidential Information.

11.2 Use and protection. You may use Confidential Information only to perform the relevant Booking and must protect it with at least reasonable care. You may share it only with your Authorized Users, employees, agencies and advisers who need it for the Booking and are bound by confidentiality obligations at least as protective as these. You may disclose it where legally required, after giving notice where lawful.

11.3 Talent personal data. You must not collect, scrape, export, sell, profile, enrich or re-identify Talent personal data obtained through the Service, contact Talent's followers or subscribers, or use Talent data for any purpose other than the Booking. You must never request, obtain or retain identity evidence, legal names, dates of birth, home addresses or payout details of Talent. If you receive any such information by mistake, you must delete it and tell ICONS.

11.4 Duration. These confidentiality obligations last for the term of these Brand Terms and 3 years after, and indefinitely for personal data and trade secrets.

12. Non-circumvention

12.1 Why this clause exists. ICONS invests in recruiting, verifying and onboarding Talent and in building the booking, consent and payment infrastructure. This clause protects that investment while leaving you free to work with people you already knew.

12.2 Restriction. For 12 months after you first view, request or communicate with a Talent through the Service (the "Protected Period"), you must not, directly or through an affiliate, agency or other intermediary, book, contract or pay that Talent, or an Agency acting for that Talent, for services of the kind offered through the Service (licensing of Likeness, AI or digital content production featuring the Talent, or sponsored posts) other than through the Service, and you must not encourage the Talent to move a Booking off the Service.

12.3 Exceptions. This clause does not apply to a Talent with whom you can show, by written records, that you had a direct commercial relationship before your first contact through the Service; to a Talent who approached you independently of the Service; or to engagements unrelated to the services offered through the Service.

12.4 Introduction fee alternative. If you wish to engage a Talent outside the Service during the Protected Period, you may do so by first notifying ICONS at hello@iconsai.com and paying an introduction fee equal to the percentage stated in the most recent Quote for that Talent or, if none is stated, 15% of the total compensation payable to the Talent and any Agency under the outside engagement for the remainder of the Protected Period. You must report that compensation accurately on request.

12.5 Remedy. If you breach this section without paying the introduction fee, you must pay ICONS the introduction fee that would have applied plus ICONS's reasonable costs of enforcement. The parties agree this is a reasonable estimate of ICONS's lost fees and not a penalty. This section does not restrict any Talent's freedom to work with anyone; it binds only you.

13. Warranties and disclaimers

13.1 Mutual. Each party represents that it has the power and authority to enter into these Brand Terms.

13.2 Talent responsibilities. Each Talent's own representations, including as to identity, authority and rights in their Likeness, are made by the Talent in the Talent Participation Agreement and the Contract Packet. ICONS performs the verification steps described in the Service but does not guarantee the accuracy of every statement made by a Talent or Agency.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE BRAND TERMS OR IN A PRODUCTION STATEMENT OF WORK FOR PLATFORM-MANAGED PRODUCTION, THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ICONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ICONS DOES NOT WARRANT ANY AUDIENCE SIZE, REACH, VIEWS, ENGAGEMENT, SALES OR OTHER RESULT.

14. Indemnity

14.1 By you. You will defend, indemnify and hold harmless ICONS, its members, managers, officers, employees and contractors, and each Talent and Agency involved in your Bookings, from and against third-party claims, and related losses, damages, fines, settlements and reasonable attorneys' fees, arising from: (a) Brand Materials; (b) claims about your products or business, including lack of substantiation; (c) your use of any asset outside the License or in breach of these Brand Terms, including after expiry or outside the territory; (d) your failure to make required sponsorship or AI disclosures in uses you control; (e) your products themselves, including product liability; or (f) your violation of law.

14.2 Process. The indemnified party must give prompt written notice of the claim, reasonable cooperation at your expense, and control of the defense to you, except that you may not settle any claim that imposes an obligation or admission on an indemnified party without its written consent, not to be unreasonably withheld.

15. Limitation of liability

15.1 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ICONS NOR YOU WILL BE LIABLE UNDER THESE BRAND TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL OR LOST DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, ICONS'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE BRAND TERMS, THE SERVICE OR ANY BOOKING WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM FEES AND PLATFORM-MANAGED PRODUCTION PRICES YOU PAID TO ICONS FOR THE BOOKING GIVING RISE TO THE CLAIM, AND (B) US $1,000.

15.3 Exceptions. The exclusions and cap in this section do not apply to your indemnity obligations, your payment obligations, your breach of the License scope, confidentiality or non-circumvention obligations, or either party's fraud, gross negligence or willful misconduct, or to liability that cannot be limited by law.

15.4 Allocation. These limits reflect the allocation of risk between the parties and apply even if a limited remedy fails of its essential purpose.

16. Term, suspension and termination

16.1 Term. These Brand Terms apply from acceptance until terminated.

16.2 Termination by you. You may close your Organization account at any time. Closing the account does not cancel signed Bookings, which continue under their own terms and the Payment and Cancellation Schedule.

16.3 Suspension and termination by ICONS. ICONS may suspend or terminate your access, or pause specific Bookings, if you materially breach these Brand Terms or the Acceptable Use and AI Content Policy, if required by law or by a Processor, or if ICONS reasonably believes your use creates a risk of harm to Talent, users or third parties. Where reasonable, ICONS will give notice and an opportunity to cure.

16.4 Effect. On termination your License rights under existing Bookings continue only for Bookings that are fully paid and only within their stated scope, unless the termination results from your breach of that Booking, in which case the Booking's termination terms apply. Sections 4.4, 4.5, 6, 7.5, 7.6, 8, 10, 11, 12, 13.3, 14, 15, 17 and 18 survive.

17. Disputes

17.1 Booking disputes. Disputes about a specific Booking (for example, whether an asset meets its specification or whether a post satisfies the Distribution Schedule) should first be raised in the Booking's campaign room. An ICONS operator will review the evidence and propose a resolution under the Contract Packet. Operator resolutions about refund allocation are binding for purposes of the Service's financial records, without prejudice to either party's rights under section 17.2.

17.2 Arbitration. Any other dispute between you and ICONS is resolved under the dispute resolution, binding individual arbitration and class action waiver provisions of the Terms of Service, which are incorporated by reference. As a business user, the consumer opt-out right in the Terms of Service is available to you on the same terms.

17.3 Governing law. These Brand Terms are governed by the laws of the State of California, without regard to its conflict of laws rules.

18. General

18.1 Notices. ICONS sends notices to the business email on your Organization account and in-product. You send legal notices to legal@iconsai.com. A full mailing address for legal notice is available on request at legal@iconsai.com.

18.2 Changes. ICONS may update these Brand Terms by posting a new version and notifying you. Changes do not apply to Bookings already signed, which continue under the versions they reference. Continued use of the Service for new Bookings after the effective date of a new version is acceptance of that version, and the Service may ask you to accept it expressly.

18.3 Independent parties. The parties are independent contractors. Nothing in these Brand Terms creates a partnership, joint venture, agency, employment or fiduciary relationship. ICONS does not act as your advertising agency.

18.4 Assignment. You may not assign these Brand Terms or any Booking without ICONS's and the Talent's written consent. ICONS may assign these Brand Terms in connection with a merger, acquisition or sale of substantially all of its relevant assets.

18.5 Publicity. ICONS will not name you as a customer in public materials without your consent. You may not use ICONS's name or marks without ICONS's consent, except to state accurately that you booked through ICONS.

18.6 Sandbox Mode. While the Service operates in Sandbox Mode, nothing is charged or paid, signatures are test records and are not legally executed contracts, and no License is granted. Sandbox outcomes are labeled sandbox.

18.7 Entire agreement; severability; waiver. These Brand Terms, the documents they incorporate and each Contract Packet are the entire agreement about their subject. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver.

18.8 Contact. Questions about these Brand Terms: legal@iconsai.com. Support: hello@iconsai.com.