Payment and Cancellation Schedule
Version 1.0. Effective upon acceptance.
Booking reference: [booking_ref] · Quote hash: [quote_hash]
This Payment and Cancellation Schedule (this "Schedule") is part of the Contract Packet for the Booking identified above. It states the amounts the Brand pays, when each part becomes payable to the Talent and any Agency, how refunds are calculated if the Booking is cancelled or a component fails, and how chargebacks and disputes are handled. It is issued under, and incorporates, the Booking Order, the ICONS Terms of Service and, as applicable, the Brand Terms, the Talent Participation Agreement, the Agency Platform Agreement and the Agency Authority Rider. Capitalized terms not defined here have the meanings given in those documents.
1. Parties
[parties]
2. Fees
(a) Itemized fees. The Brand will pay the following amounts, which are the amounts in the Quote identified by the Quote Hash above:
[fees_table]
(b) Components. The fees are made up of these separately priced components, any of which may be zero: the License fee; the Distribution fees; rights extension and exclusivity fees; any Talent or Agency production fee (for Talent-Managed or Agency-Managed Production); the Platform-Managed Production price (for Platform-Managed Production); the Platform Fee; and tax.
(c) Platform Fee. The Platform Fee is charged to the Brand and itemized. Unless the Quote states otherwise, it is 15% of the sum of the License fee, Distribution fees, rights extension and exclusivity fees, and any Talent or Agency production fee. The Platform Fee is not applied to the Platform-Managed Production price, to tax or to refunded amounts. The Platform Fee is not deducted from the Talent's or Agency's compensation.
(d) Fixed amounts. All amounts are in US dollars and are fixed when the Contract Packet is signed. A refreshed rate recommendation, a change to the Talent's rate card or a change to ICONS's pricing configuration never changes this Booking. Changes require a signed change order.
(e) Tax. Tax is calculated under the tax treatment configured for the Booking and shown in the fees table. Each party is responsible for its own income taxes.
3. Funding
(a) Signatures first. The Brand's payment is captured only after every required party has signed the Contract Packet for the exact Quote Hash above. Signing an earlier version does not authorize payment for a later version.
(b) Hosted checkout. The Brand pays through the Processor's hosted checkout. ICONS does not store full card or bank account numbers.
(c) Funded status. The Booking is funded only when ICONS receives an authoritative success event from the Processor. A browser redirect, a receipt screen or a payment authorization does not fund the Booking. If payment fails, or the Processor or a recipient's onboarding is not complete, the Booking stays unfunded and no work starts.
(d) Quote expiry. If the Quote expires after signature but before payment, a new agreement or an explicit, signed extension of validity is required before funding.
4. How funds are held: no escrow
(a) Delayed transfers. After capture, funds are held by the Processor in the accounts it operates for the Service. Transfers to the Talent and any Agency are made through the Processor only when the milestones in Section 5 are met and the Processor makes the funds available.
(b) Not escrow. ICONS is not an escrow agent, bank, trust company or money transmitter, and this arrangement is not regulated escrow. Captured funds are not guaranteed, insured or segregated for any party's benefit beyond what the Processor's own terms provide. Processor reserves, risk reviews, chargebacks, tax requirements, recipient verification and payout schedules can delay transfers.
(c) Stages. ICONS shows each amount separately as pending, eligible, transferred (moved to the recipient's connected account with the Processor) and bank-paid (paid out from that account to the recipient's bank). A transfer to a connected account is not the same as a bank payout.
5. Milestones
Each component becomes payable to its recipients independently, as follows:
| Component | Becomes payable when | Notes |
|---|---|---|
| License fee | The Approved Final Assets are delivered under the release gate and the License term begins | License begins at final delivery unless the Booking Order sets a later fixed start ([license_start]) |
| Talent or Agency production fee | All required approvers accept the final Deliverables | Talent-Managed or Agency-Managed Production only |
| Platform-Managed Production price | All required approvers accept the final Deliverables | Retained by ICONS as production vendor |
| Distribution fees, less Holdback | Each Post is verified with the required caption and disclosures | Paid per Post |
| Holdback | The Minimum Live Period ([minimum_live_days] days) ends without an uncured Distribution Breach | Default [holdback_pct] of each Post's posting compensation |
| Rights extension and exclusivity fees | The extended right or exclusivity period begins | As stated in the Booking Order |
| Platform Fee | Earned pro rata as each underlying component becomes payable | See Section 6 |
6. Platform Fee allocation
The Platform Fee is allocated pro rata to the components it was calculated on. When a component becomes payable, the share of the Platform Fee attributable to that component is earned by ICONS. When a component is refunded, the share of the Platform Fee attributable to the refunded amount is refunded with it.
7. Holdback
By default [holdback_pct] of each Post's posting compensation is retained after verification and released when the Minimum Live Period ends. If a Distribution Breach occurs during the Minimum Live Period and is not cured, the Holdback for the affected Post is applied first toward any prorated refund due to the Brand under the Distribution Schedule. If the Brand asks for early removal for reasons other than the Talent's breach, or ICONS requires removal under a takedown that is not caused by the Talent, the Holdback is released as if the Minimum Live Period had been completed.
8. Splits between Talent and Agency
(a) Commission basis. If an Agency represents the Talent for this Booking, the Agency's commission is calculated in basis points on the commission basis signed in the Agency Authority Rider, either the Talent's fees only, or the Talent's fees plus the Talent or Agency production fee.
(b) Rounding. For each milestone, the Agency's share is the eligible amount in cents multiplied by the commission in basis points and divided by 10,000, rounded down to the nearest cent. The Talent receives the remainder. Every cent is allocated to exactly one recipient.
(c) Payout mode. Under direct split (the default), the Processor transfers the Talent's share to the Talent and the Agency's share to the Agency. Under agency collection, which requires a receive-payment grant from the Talent, the full Talent compensation for a component is transferred to the Agency's legal entity, the Agency is responsible for paying the Talent under its agreement with the Talent, and ICONS's statement shows the amount the Agency owes the Talent. A component cannot be paid under both modes. ICONS never labels an agency collection as a direct payment to the Talent.
(d) Snapshot. The recipients, commission, basis and payout mode are fixed at signature. A later change to a Representation Grant, or to a recipient's bank account, does not reroute funds for this funded Booking without a lawful amendment or a dispute resolution.
9. Cancellation
(a) Cancellation tiers. If the Booking, or a component of it, is cancelled, refunds are calculated by stage:
| Stage at cancellation | Brand charge and refund | Talent and Agency |
|---|---|---|
| Before funding | No charge. Nothing is captured. | Nothing is payable. |
| After funding, before production starts | Talent fees and unearned production are refunded. Any retained amount must be stated in Section 9(b). | Only amounts stated in Section 9(b) are payable. |
| After production work starts, before license delivery | Documented work completed and agreed kill fees are retained. Unused posting fees and fees for licenses not yet granted are refunded. | Agreed kill fees and documented completed work are payable. |
| After approved license delivery | The License fee is earned, subject to breach and dispute terms. Unperformed Distribution fees are refundable. | License fee is payable. Distribution fees only for verified Posts. |
| Failed posting | Only the unearned posting compensation for the affected Post is refunded, after the cure process. | Compensation for the affected Post is not paid, or is recovered to the extent refunded. |
(b) Booking-specific kill fees. The following kill fees and retained amounts apply to this Booking. If nothing is stated, no kill fee applies:
[cancellation_schedule]
(c) Production work started. Production work has started when a script or storyboard has been delivered for review, or when any paid vendor job has been submitted, whichever is first. For Platform-Managed Production, documented work means vendor spend reserved and incurred and editing time recorded for this Booking, not exceeding the Platform-Managed Production price.
(d) Who may cancel. The Brand may cancel before funding at any time. After funding, the Brand may cancel by request in the campaign room, and the Talent or Agency may cancel only for the Brand's uncured material breach, a safety concern, or as the Booking Order permits. ICONS may cancel a Booking for a violation of the Terms of Service or the Acceptable Use and AI Content Policy, a failed identity or authority check, or a legal or safety requirement.
(e) Calculation. An ICONS operator calculates each refund, identifies the exact components being refunded and who bears each amount, and records the reason. Any party may dispute the calculation under the dispute resolution section of the Terms of Service.
(f) Declines. If the Talent declines a request before a Quote is signed, the request closes with no charge.
10. Refunds
(a) Original method. Refunds are made to the Brand's original payment method through the Processor. ICONS does not issue refunds as platform credit unless the Brand agrees in writing.
(b) Timing. ICONS initiates an approved refund promptly. The time for the refund to reach the Brand depends on the Processor and the Brand's bank or card issuer.
(c) Reversals. If a refund covers an amount already transferred to the Talent or Agency, ICONS may reverse the transfer through the Processor to the extent permitted, and the recipient agrees to repay any amount that cannot be reversed. ICONS will not delete historical earnings records; reversals are recorded as separate entries.
(d) No automatic performance refund. Lower-than-estimated reach or engagement does not entitle the Brand to a refund.
11. Chargebacks and disputes
(a) Brand obligations. The Brand will raise any problem with a Booking through ICONS before initiating a chargeback. A chargeback for a Booking that was delivered as agreed is a breach of the Brand Terms.
(b) Holds. When a dispute or chargeback is opened, affected unpaid allocations are placed on hold until it is resolved.
(c) Processor rules. Chargebacks follow the Processor's and card networks' rules. If a chargeback succeeds after a transfer has been made, ICONS records a receivable and may recover the amount by reversal or by offset against future amounts owed to the recipient whose component was charged back, in proportion to the amounts each received, unless the chargeback was caused by another party's breach or by ICONS.
(d) Fees. Chargeback fees charged by the Processor are borne by the party whose breach caused the chargeback, and otherwise by ICONS.
12. Payout safeguards
(a) Onboarding. To receive transfers, each recipient completes the Processor's onboarding, including identity verification and tax information where the Processor supports it. ICONS does not store raw bank account data. If a recipient's onboarding is incomplete or disabled, its transfers are held and ICONS finance is alerted; funds are not rerouted to anyone else.
(b) Destination changes. A change to a payout destination requires step-up authentication, triggers a notification and is held for 48 hours. Changes affecting a funded Booking are reviewed by ICONS before they take effect.
(c) One payment per milestone. ICONS uses idempotent operations so that a repeated Processor notification or a retried transfer does not create a duplicate payment. ICONS reconciles its records against the Processor daily and corrects any discrepancy by separate entries.
(d) Errors. If any party receives an amount in error, it will return it promptly on request.
13. Taxes
The Talent and any Agency are independent businesses and are responsible for their own taxes on amounts they receive. The Processor, or ICONS where required, may collect tax identification information and issue information returns such as IRS Form 1099. ICONS may withhold amounts where the law requires it. Sales, use or similar tax, if any, is shown in the fees table and collected from the Brand.
14. Sandbox Mode
While the Service operates in Sandbox Mode, no payment is captured, no transfer or payout is made, no refund is issued, signatures are test records and are not legally executed contracts, and every amount and status shown is labeled sandbox. This Schedule has no binding effect while the Booking is in Sandbox Mode.
15. General
This Schedule is governed by the laws of the State of California, and disputes under it are resolved under the dispute resolution section of the Terms of Service. If this Schedule conflicts with another document in the Contract Packet, the order of precedence in the Booking Order applies. Notices to ICONS go to legal@iconsai.com.
Signatures
Each required party signs electronically in the ICONS campaign room. The signature record holds the signer's typed name, role, organization, date and time, and this document's fingerprint, and binds only to the Quote Hash shown above.