Talent Participation Agreement

Version 1.0. Effective upon acceptance.

This Talent Participation Agreement (this "Agreement") is between you and mjonesone, LLC, a California limited liability company doing business as ICONS ("ICONS", "we", "us", "our"). It governs how you take part in the ICONS marketplace at iconsai.com and related apps and APIs (the "Service") as Talent.

This Agreement supplements the Terms of Service, the Privacy Policy and the Acceptable Use and AI Content Policy, which also apply to you. If this Agreement conflicts with the Terms of Service on a matter specific to Talent, this Agreement controls. For any Booking, the order of precedence in Section 22 applies.

The most important point in this Agreement: nothing in this Agreement licenses your Likeness for any campaign, advertisement, Digital Replica or other commercial use. Each campaign requires its own signed Contract Packet, including a separate AI Likeness and Digital Replica Rider that you personally sign. Section 9 explains this in detail.

1. Definitions

Capitalized terms not defined here have the meanings given in the Terms of Service. In this Agreement:

"Talent" or "you" means the adult individual who accepts this Agreement to offer services through the Service, or, for a Virtual Persona, the verified adult rights owner who operates it.

"Profile" means your talent profile on the Service, including imported and edited fields, selected portfolio images, rate card, services, production modes, restrictions and settings.

"Likeness" means your name, image, face, body, voice, signature, photograph, persona, biographical information and other identifying characteristics.

"Digital Replica" means a computer-generated or AI-generated representation of your Likeness, including your voice, that is readily identifiable as you.

"Virtual Persona" means a fictional character profile operated by a verified adult rights owner and never presented as a real human.

"Booking" means one transaction between one Brand and one Talent. "Quote" means the locked, itemized terms of a Booking, and "Quote Hash" means its cryptographic fingerprint. "Booking Order" means the signed order for a Booking. "Contract Packet" means the set of documents signed for a Booking: the Booking Order, the AI Likeness and Digital Replica Rider, the Production Statement of Work, the Distribution Schedule, the Payment and Cancellation Schedule and any Agency Authority Rider.

"License", "Production" and "Distribution" mean the three separate products that a Booking may include, as described in Section 8.

"Approved Final Assets" means the exact versions of Deliverables approved by all required approvers, identified by file hash.

"Processor" means the third-party payment processor or processors ICONS designates.

"Holdback" means the portion of posting compensation retained until the minimum live period ends, as described in Section 12.

"Representation Grant" means the scoped authority you give an Agency through the Service.

"Sandbox Mode" means the operating mode in which payments, e-signatures and identity checks are not live, as described in Section 21.

2. Eligibility and who may sign

(a) You must be at least 18 years old and legally able to enter into contracts. ICONS does not list minors, and you may not create a Profile for, depict, or offer the services of anyone under 18.

(b) You must personally accept this Agreement. An Agency, manager or other representative may help you set up a Profile, but may not accept this Agreement, complete identity verification, or sign any Likeness attestation or AI Likeness and Digital Replica Rider on your behalf.

(c) If you operate a Virtual Persona, you must be the verified adult owner of the rights to that character and its source assets, and Section 7 applies.

(d) You represent that accepting and performing this Agreement does not breach any other agreement you are bound by, including any exclusive management, agency, union, endorsement or brand agreement. If you have existing exclusivities, you must record them in your Profile restrictions so they can be checked against requests.

(a) How your Profile starts. When you sign up, you paste one or more links to social accounts and give an email address. ICONS creates a pending account immediately and begins importing publicly available information about those accounts, such as display name, public handle, bio, avatar, links, public category, public follower and post counts, and recent public post counters. ICONS uses a third-party data provider, currently Apify, to perform this import from public sources.

(b) Your consent and attestation. By submitting a link you confirm that you own or are authorized to manage that account, and you authorize ICONS to import its public information to build your Profile draft. You may not submit accounts you do not own or control.

(c) What import is not. Imported data is unverified. It is not proof of your identity, your ownership of an account, your copyright in any image, or your audience. ICONS labels imported values with their source and date and does not describe them as verified. Information inferred from text, such as name, location or language, is a suggestion for you to confirm or correct.

(d) What ICONS does not import. ICONS does not import login-only or private content, subscriber lists, direct messages, paywalled content or contact lists, and never asks for your social media passwords or cookies. ICONS does not infer your age, ethnicity, identity, legal capacity, financial details or audience demographics from your appearance or weak proxies.

(e) Your edits control. You may edit any Profile field at any time. Your edits take precedence over imported values, and later refreshes of public data will not overwrite text you edited, images you selected, services you chose or rates you accepted. Numerical observations such as follower counts may refresh independently and are labeled with their date.

(f) Accuracy. You are responsible for the accuracy of your Profile once you review it. Do not overstate your audience, results, credentials, verifications or affiliations.

4. Portfolio rights

(a) Selection. Imported images are shown to you as candidates only. Nothing appears in your public portfolio until you select it and confirm the rights described in this Section and in the Portfolio Release.

(b) Your warranty. For each image you select or upload for public display, you represent and warrant that you own it or have all permissions needed for ICONS to display it publicly on the Service, including permission from the photographer and any other person depicted, and that its display does not infringe anyone's copyright, trademark, privacy or publicity rights.

(c) Display only. Portfolio permission allows ICONS to display the selected images on your public Profile and in discovery results, and to make thumbnails and format conversions for that purpose. It does not permit ICONS, any Brand or any vendor to use those images as references for AI production, to train any model, or to use them in advertising. Those uses require a signed Booking.

(d) Removal. You may remove an image from public display at any time. Removal stops future display on the Service; it cannot recall copies already viewed or cached by third parties.

5. Services, rates and rate card acceptance

(a) Services. You choose which products you offer: License only, License plus posting on your own accounts, Platform-Managed Production, and Talent-Managed Production. You also choose which production modes you allow and may set restrictions, such as excluded categories, voice or body depiction limits, campaign caps, category review and quote-only mode.

(b) Recommendations are guidance. ICONS may show recommended rates calculated from public data and configured pilot assumptions. Recommendations are estimates, not market facts, appraisals or promises of earnings. ICONS shows the basis, confidence and date of each recommendation.

(c) Rates bind only when you accept them. No rate becomes your published or binding price until you, or an Agency acting within an active Representation Grant that includes rate authority, explicitly accepts it. Importing data never sets a binding price. ICONS records the exact rate card version you accepted, with a timestamp. A new recommendation never changes your accepted rates automatically, and ICONS will not lower an accepted rate without your action.

(d) What a rate covers. Each rate states what it includes. By default, a License base rate covers one approved asset set for one named Brand, specified organic Brand channels, the stated territory and a 30-day term. Post rates are per platform, format, count and minimum live duration. Paid media, whitelisting or partnership-ad access, category exclusivity, localization, additional versions and extended terms are separate add-ons or quote items.

(e) Quotes. A request priced from your rate card is not binding on you until you, or your authorized Agency, accept the resulting Quote and you sign the Contract Packet. You may decline any request, without charge and without stating a reason, and you may submit a counteroffer. Any changed price, deliverable, channel, deadline, production owner, rights term or payout split creates a new Quote version. Comments and messages do not change contractual scope.

6. Listing status: inquiry only and bookable

(a) Draft. A Profile starts as a draft visible only to you and to people you authorize.

(b) Inquiry only. To publish an inquiry-only listing you must verify your email, declare that you are 18 or older, review your Profile, confirm portfolio rights and public-profile permission, and accept rates. An inquiry-only listing may receive nonbinding requests and is labeled as having identity verification pending. It cannot be funded, and no production can begin for it.

(c) Bookable. A Profile becomes bookable only after identity and age verification, any required authority checks, acceptance of the current version of this Agreement and the other required agreements, and completion of payment eligibility with the Processor.

(d) Review. ICONS may review any Profile before it is shown to Brands, may require additional information, and may decline, pause or suspend a listing under the Terms of Service or the Acceptable Use and AI Content Policy. ICONS never labels an imported draft as verified.

(e) Updated agreements. If ICONS issues a new version of a required agreement, your listing may return to inquiry-only status for new Bookings until you accept the new version. Executed Bookings continue under the versions you signed.

7. Virtual Personas

(a) A human creator who posts about AI remains a real person on the Service and must not be listed as a Virtual Persona.

(b) To list a Virtual Persona you must: be a verified adult; document that you own or control the rights to the character, its name and its source assets; and confirm that the persona does not use the Likeness of any real person without that person's written authorization.

(c) A Virtual Persona must carry the visible virtual-persona badge on the Service. You may not present, describe or caption a Virtual Persona as a real human, including in posts, captions, messages or Deliverables, and you must comply with any synthetic-content disclosure required for a Booking.

(d) You sign every agreement and attestation for a Virtual Persona personally, as the rights owner. References in this Agreement to your Likeness include the Virtual Persona's character assets, and the per-campaign consent requirements in Section 9 apply to them.

8. Three separate products

A Booking may include one or more of three separate products, each separately priced, scoped and cancellable:

(a) License: permission for the named Brand to use your approved Likeness in the specified Approved Final Assets, in the specified media, territory and dates.

(b) Production: the creation of specified Deliverables, either by ICONS as production vendor (Platform-Managed Production) or by you or your Agency (Talent-Managed or Agency-Managed Production).

(c) Distribution: a specific post, in a specific format and count, on a specific social account you own, for a minimum live period.

A License never implies a post, an endorsement, a testimonial, paid-media rights or access to your followers. A Distribution order never grants the Brand any License beyond what the Booking Order states.

(a) No license in this Agreement. NOTHING IN THIS AGREEMENT, THE TERMS OF SERVICE, YOUR PROFILE, YOUR RATE CARD, YOUR PORTFOLIO RELEASE OR ANY ONBOARDING STEP LICENSES YOUR LIKENESS, AUTHORIZES A DIGITAL REPLICA OF YOU, OR CONSENTS TO ANY CAMPAIGN. ICONS, Brands, Agencies and vendors may not create, use or distribute a Digital Replica or any commercial use of your Likeness except under a Booking you have signed.

(b) What each campaign requires. For each Booking that involves your Likeness, you must personally sign an AI Likeness and Digital Replica Rider that states, among other things: the named advertiser and product; the modalities permitted (face, body, voice); the permitted production vendors; the exact purposes; the media and channels; the territory; the dates; editing and localization permissions; category exclusions and any exclusivity; and the fees. Use is limited to Approved Final Assets.

(c) Bound to the exact Quote. Your signature applies only to the Quote version identified by its Quote Hash. Signing an earlier version does not approve a new scope. A material change requires a new Quote and a new signature.

(d) Personal and non-delegable. You must personally complete identity and Likeness attestations and the AI Likeness and Digital Replica Rider. No Agency or other representative may sign these for you under a Representation Grant or this Agreement.

(e) Creative approvals. Unless you have explicitly delegated routine creative review for defined categories and dates, you are a required approver of the script and the final assets for each Booking. Silence is never approval. A technical quality check by ICONS is not your consent.

(f) No implied testimonial. You will not be asked to state, and Deliverables will not depict you stating, that you personally used or experienced a product unless that is true and approved by you. A generated performance must not be presented as your actual personal experience.

10. Identity verification

(a) When. ICONS asks for identity verification when you activate paid work, or earlier if ICONS reasonably suspects fraud, impersonation, an age issue or an ownership dispute.

(b) How. Verification uses a single-use challenge code valid for 10 minutes, a 20 to 45 second video of you, and a government-issued ID, processed by a specialist identity verification provider, with manual review by ICONS on uncertainty. Before capture you will be asked to accept the Identity and Biometric Privacy Notice and Consent, which explains what is captured, why, who processes it, and when it is destroyed.

(c) What is not proof. A signup checkbox, a matching email address, a follower count or a scraped avatar is not identity proof.

(d) Restricted data. Your legal name, date of birth, ID document and challenge video are kept in a restricted boundary. They are never shown to Brands or Agencies. Agency finance users and producers have no access to identity evidence.

(e) Outcome. If verification fails, your Profile cannot be listed as bookable and no generation or payment capture can occur. You may request review or appeal through the Service.

11. Payments

(a) Processor. Payments to you are made through the Processor. You must complete the Processor's onboarding, including any identity, tax and banking information it requires, and accept its terms. ICONS does not collect or store your raw bank account data. If the Processor declines to onboard you or disables your account, ICONS will hold your eligible amounts rather than reroute them, and will notify you.

(b) No escrow. Brand payments are captured by the Processor, and transfers to you are delayed until the milestones in your Booking are met. ICONS is not an escrow agent, bank or money transmitter, and these delayed transfers are not regulated escrow. Captured funds are not guaranteed against chargebacks, reversals, Processor reserves or disputes.

(c) Milestones. Unless your Payment and Cancellation Schedule says otherwise: the License component becomes payable after authorized delivery of the Approved Final Assets and activation of the License term; the Production component, where you produce, becomes payable on accepted delivery; and the posting component becomes payable after ICONS verifies publication with the required caption and disclosures.

(d) Fees you see. Your compensation is the amount stated for you in the Quote. The Platform Fee is charged to the Brand and itemized separately; it is not deducted from your accepted rates. Any Agency commission is calculated as stated in Section 15 and your Representation Grant.

(e) Transfer versus bank payout. A transfer to your Processor account is distinct from the Processor's payout to your bank. The Service shows pending, eligible, transferred and bank-paid amounts separately. Processor reserves, payout schedules, chargebacks and tax requirements may delay settlement.

12. Holdback

By default, 20% of the posting compensation for each post is retained as a Holdback until the minimum live period for that post ends (default 30 days). The Holdback percentage and live period for each Booking are stated in its Payment and Cancellation Schedule. If the post remains live and compliant for that period, the Holdback becomes eligible for transfer. If the post is removed early, edited without approval, or loses a required disclosure, the Holdback is held while the cure process in the Distribution Schedule runs, and may be refunded to the Brand in whole or part as that schedule provides.

13. Payout destination safeguards

Changes to your payout destination require step-up authentication and generate a notification to you. A new destination is held for 48 hours before it can receive transfers, and changes affecting funded Bookings may be reviewed by ICONS. A payout destination change never silently reroutes an amount already allocated on a funded Booking. You are responsible for keeping your email account and Processor account secure.

14. Taxes and independent contractor status

(a) Independent contractor. You are an independent contractor. Nothing in this Agreement or any Booking creates an employment, partnership, joint venture, franchise or agency relationship between you and ICONS. ICONS does not control the manner or means of your work, does not set your hours, and does not provide benefits, workers' compensation or unemployment insurance. You are free to work with others, including off the Service, subject to Section 19.

(b) Union and guild obligations. You are responsible for compliance with any union, guild or collective bargaining obligations that apply to you. The Service does not support self-serve union projects in this version; tell ICONS before accepting any request that would be covered.

(c) Taxes. You are responsible for all taxes on your compensation. You agree to provide accurate tax information, such as an IRS Form W-9, through the Processor or ICONS where required. ICONS or the Processor may issue an IRS Form 1099 or similar information return where required, and may withhold amounts if required by law, including backup withholding if you do not provide a valid taxpayer identification number.

15. Agency representation

(a) Optional. Agency representation is optional. You may mark your Profile as agency-represented and invite an Agency at any time.

(b) Authority only through a Representation Grant. An Agency may act for you on the Service only within an active Representation Grant that you have reviewed and accepted, documented in an Agency Authority Rider you sign. The grant states the Agency, the scopes (negotiate, business accept, creative review, payout view, receive payment), categories, dates, commission basis and rate in basis points, payout mode and existing exclusivities. A pending contact email or invitation grants no permissions.

(c) What an Agency can never do. No Agency may complete your identity verification, sign your identity or Likeness attestations, sign your AI Likeness and Digital Replica Rider, publish your Profile without your verified authority, or approve spending on your behalf without verified authority.

(d) Commission. Agency commission is calculated per milestone on the commission basis you signed (your Talent fees only, or your Talent fees plus your production fee). The Agency share is the eligible amount in cents multiplied by the commission rate in basis points and divided by 10,000, rounded down to the nearest cent; you receive the remainder. Agency commission comes from your compensation as agreed between you and the Agency, not from the Platform Fee.

(e) Payout modes. By default, ICONS pays you and your Agency your separately contracted shares directly ("direct split"). If you give an Agency the receive-payment scope and the Processor supports it, the Agency may instead collect your share and settle with you outside the Service ("agency collection"). In agency collection, ICONS's obligation to pay that component is satisfied by transfer to the Agency, the Agency is solely responsible for paying you, and the Service shows the obligation on your statement. ICONS does not label an agency collection as a direct payout to you.

(f) Exclusivity. In this version, only one Agency may hold an active exclusive business representation for any overlapping category at the same time.

(g) If an Agency is unconfirmed. If an Agency has not confirmed its grant, you may proceed self-represented on a request only after confirming that no conflicting authority exists.

16. Your veto over new uses

You keep a veto over any new, unauthorized or out-of-scope use of your Likeness. No Agency, Brand, vendor or ICONS operator may approve a use of your Likeness beyond what you personally signed in an AI Likeness and Digital Replica Rider. Any new advertiser, product, purpose, modality, medium, territory, date range, vendor or edit outside the signed permissions requires a new or amended Rider signed by you. If you learn of a use you did not authorize, report it to legal@iconsai.com or through the Service; ICONS will log the report, preserve evidence and act under Section 18 and the relevant Booking.

17. Revocation of future agency authority

(a) You may revoke a Representation Grant at any time through the Service. Revocation takes effect immediately for new actions: the Agency can no longer negotiate, accept, review or view payouts for new work under that grant, and affected parties are notified in the Service.

(b) Revocation does not undo obligations already signed. Executed Bookings, signed Contract Packets and agreed settlement instructions for those Bookings, including the payee and payout mode recorded when the Booking was funded, are preserved until they are completed, lawfully amended or resolved through dispute resolution.

(c) Your contractual relationship with your Agency outside the Service, including any notice period or post-term commission, is between you and the Agency. ICONS is not a party to it.

18. Data and model controls

(a) Private reference images. When a Production Booking needs it, you may be asked to upload private reference photos (typically 8 to 15 clean, high-resolution images). Permission to use them is limited to delivering the contracted service for that Booking. Private references are never shown publicly or to Brands, and producers and vendors see only those assigned to their work order.

(b) No general model training. ICONS will not use your Likeness, private references, identity data or Deliverables to train general-purpose AI models, and will not sell, sublicense or bulk-transfer datasets of your identity or Likeness. ICONS requires approved production vendors to accept the same restriction for Booking work.

(c) No reusable likeness models without separate consent. Custom fine-tuning, embeddings, voice models or any other reusable model of your Likeness may be created only with your separate, explicit, written consent for that purpose, which states the vendor, the purpose, the retention period and the deletion terms. A Booking consent alone does not authorize a reusable model.

(d) Vendor deletion. ICONS records the deletion status of materials sent to production vendors and asks vendors to delete them under their terms when the work is complete. Deletion depends on each vendor's systems and retention rules. ICONS will not promise, and does not represent, that a vendor or any AI model can technically "unlearn" material once processed, and will tell you what a vendor reports.

(e) Retention. Private source and reference images are deleted within 30 days of account closure, unless needed for active work or held for a legal reason. Identity challenge video is deleted 30 days after the verification decision unless a dispute or legal basis requires longer retention. Contract and financial records are kept for 7 years. The Privacy Policy has the full schedule.

(f) Distributed copies. Content that has been delivered and published cannot be technically recalled. ICONS logs takedown requests and enforces the contractual remedies in the relevant Booking.

19. Posting obligations, disclosures and conduct

(a) Posting. If a Booking includes Distribution, you will post the exact Approved Final Asset, or a permitted transcode, with the approved caption, tags, link and call to action, to the named account, within the posting window, and keep it live for the minimum live period. You post directly through the social service yourself or through an authorized account operator. ICONS does not post for you and never asks for your social media passwords.

(b) Evidence. After posting you will submit the publication URL, platform post ID if available, published time, a screenshot and caption and disclosure evidence. A post is not verified until ICONS reviews it.

(c) Disclosures. You must clearly and conspicuously disclose each material connection with the Brand as required by the Federal Trade Commission's Endorsement Guides and applicable law, and include any synthetic-content or AI disclosure the Booking or the platform requires. A platform's built-in label is not treated as automatically sufficient. You must not remove or obscure a required disclosure.

(d) No unapproved edits. You must not repost a newly edited version of an asset without approval, or present a generated performance as your actual personal experience.

(e) No guaranteed performance. You do not guarantee views, reach or results, and ICONS does not either. Reach estimates are estimates. You will not be penalized for lower-than-estimated reach, but a missed post, wrong account, early deletion or omitted disclosure is a breach handled under the Distribution Schedule.

(f) Acceptable use. You must follow the Acceptable Use and AI Content Policy, including the prohibition on explicit sexual content and adult-service promotion in Bookings.

20. Non-circumvention

(a) For 12 months after a Brand first contacts you, or you first contact a Brand, through the Service, you agree not to accept an engagement from that Brand, or knowingly from its affiliates, for services of the kind offered on the Service (Likeness licensing, AI-produced content featuring you, or sponsored posts) outside the Service, if the introduction came through the Service.

(b) This Section does not apply to a Brand with which you had a documented commercial relationship before the introduction through the Service, to work unrelated to the services offered on the Service, or to any engagement after the 12-month period. You may also end this restriction for a particular Brand by paying ICONS the Platform Fee that would have applied to the engagement on the Service.

(c) This Section is intended to protect ICONS's legitimate interest in the introductions and transaction records it provides. It does not restrict you from working in your profession or with any party you did not meet through the Service, and will be enforced only to the extent permitted by law, including California Business and Professions Code section 16600.

21. Sandbox Mode

While payments, e-signatures and identity checks are not live, the Service operates in Sandbox Mode. In Sandbox Mode nothing is charged or paid, signatures are test records and are not legally executed contracts, identity results are test outcomes, and all sandbox items are labeled sandbox. A sandbox Booking creates no obligation to perform, no License and no right to payment. ICONS will tell you when a feature becomes live.

22. Order of precedence for Bookings

For any Booking, if documents conflict, they control in this order: (1) the Booking Order; (2) the AI Likeness and Digital Replica Rider; (3) the Distribution Schedule; (4) the Production Statement of Work; (5) the Payment and Cancellation Schedule; (6) any Agency Authority Rider; (7) this Agreement, the Brand Terms or the Agency Platform Agreement; and (8) the Terms of Service. However, the AI Likeness and Digital Replica Rider controls over every other document on any question of Likeness use, and nothing in a lower-ranked document expands Likeness rights.

23. Confidentiality

(a) Booking details visible to you, including Brand briefs, unreleased products, scripts, drafts, pricing, Quotes and campaign files, are confidential information of the Brand or ICONS. You will use them only to perform the Booking and will not disclose them before the Brand makes them public, except to your Agency or professional advisers who are bound by confidentiality, or as required by law.

(b) ICONS will treat your non-public Profile information, private references, identity data, payout details and private audience information as confidential and handle them as described in the Privacy Policy. Private audience details, such as subscriber counts, are shown to Brands only if you explicitly choose to make them visible to approved buyers.

24. Representations and warranties

You represent and warrant that: (a) you are at least 18 years old; (b) the information you provide, including identity information, is true and complete; (c) you own or are authorized to manage each social account you link; (d) you have the rights you claim in portfolio images and any materials you provide; (e) for Virtual Personas, you own or control the character and its source assets and the persona uses no unauthorized real-person Likeness; (f) your performance of Bookings will not breach any other agreement or exclusivity; and (g) you will comply with applicable law, including advertising disclosure law.

25. Indemnity

You will defend, indemnify and hold harmless ICONS and its members, managers, employees and agents from third-party claims, losses and reasonable costs, including reasonable attorneys' fees, arising from your breach of this Agreement, your misrepresentation of identity, rights or ownership, content you provide, or your failure to make required disclosures. This does not apply to the extent a claim arises from ICONS's own breach, negligence or misconduct, or from a Brand's use of your Likeness beyond the signed scope.

26. Limitation of liability

The disclaimers and limitations of liability in the Terms of Service apply to this Agreement. They do not limit amounts ICONS has actually received and owes to you as compensation under an executed Booking, or liability that cannot be limited by law.

27. Term and termination

(a) Term. This Agreement starts when you accept it and continues until terminated.

(b) By you. You may pause new bookings at any time, and may close your account under the Terms of Service. Closing your account removes your public listing.

(c) By ICONS. ICONS may suspend or terminate your participation, or freeze new generation and future delivery for a Booking while it investigates, if you breach this Agreement or the policies it incorporates, if verification fails, if required by law or a Processor, or for a safety complaint. ICONS will give reasons where lawful and practical, and you may request review.

(d) Effect on executed Bookings. Termination or account closure does not cancel executed Bookings automatically. Licenses already granted in a signed AI Likeness and Digital Replica Rider continue for their stated term and follow their own termination and breach terms; there is no universal revoke-all action. Outstanding obligations are completed, cancelled under the Payment and Cancellation Schedule, or resolved by agreement or dispute resolution. Amounts you earned remain payable, subject to Processor rules, disputes and chargebacks.

(e) After closure. ICONS deletes eligible private assets on the retention schedule in Section 18 and retains records it is required or justified to keep, such as executed contracts and financial records.

28. Survival

Sections 9, 11 (for amounts earned), 12, 14, 17(b), 18, 20, 22, 23, 24, 25, 26, 27(d), 27(e), 28, 29 and 30, and any other provision that by its nature should survive, survive termination.

29. Disputes and governing law

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Disputes between you and ICONS are resolved under the dispute resolution section of the Terms of Service, including binding individual arbitration administered by JAMS, the small-claims option, the 30-day opt-out and the class action waiver, which are incorporated into this Agreement. Disputes between you and a Brand or Agency about a Booking are governed by that Booking's Contract Packet; ICONS may help resolve them through its operator review process, but its decisions on refunds and allocations do not waive any party's legal rights.

30. General

(a) Changes. ICONS may update this Agreement by issuing a new version. Material changes apply to you only after you accept the new version, and never change an executed Booking. If you do not accept, you may continue to complete existing Bookings but may not receive new paid Bookings.

(b) Electronic acceptance. You agree that typing your name and checking the acceptance box is your electronic signature, and that ICONS may record evidence of your acceptance, including the document version and fingerprint, time, IP address and device information.

(c) Notices. ICONS sends notices to the email address on your account and in the Service. You send legal notices 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.

(d) Assignment. You may not assign this Agreement without ICONS's written consent. ICONS may assign it in connection with a merger, acquisition or sale of substantially all of the relevant assets, with notice to you.

(e) Entire agreement and severability. This Agreement, together with the documents it incorporates and your signed Contract Packets, is the entire agreement on its subject. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver.

(f) Contact. Questions about this Agreement: legal@iconsai.com. Support: hello@iconsai.com. Privacy: privacy@iconsai.com.