Terms of Service

Version 1.0. Effective upon acceptance.

These Terms of Service (the "Terms") are a binding agreement between you and mjonesone, LLC, a California limited liability company doing business as ICONS ("ICONS", "we", "us", "our"). They govern your access to and use of the ICONS marketplace at iconsai.com and any related websites, applications, application programming interfaces and services we provide (together, the "Service").

PLEASE READ SECTION 20 (DISPUTE RESOLUTION) CAREFULLY. IT REQUIRES YOU AND ICONS TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, AND EXPLAINS HOW YOU CAN OPT OUT WITHIN 30 DAYS.

By creating an account, checking a box or clicking a button that refers to these Terms, or otherwise using the Service, you agree to these Terms, our Privacy Policy and our Acceptable Use and AI Content Policy (the "Acceptable Use Policy"), each of which is incorporated into these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it, and "you" includes that organization. If you do not agree, do not use the Service.

1. Definitions

Capitalized terms have the meanings below or where they first appear in bold.

"User" means anyone with an account on the Service.
"Talent" means an adult individual who offers services through the Service, or the verified adult rights owner of a Virtual Persona who offers that Virtual Persona's services.
"Brand" means an advertiser organization that books Talent through the Service.
"Agency" means an organization that represents Talent on the Service under a Representation Grant.
"Organization" means a Brand or Agency account. An "Authorized User" is a member of an Organization who uses the Service with an individual login.
"Virtual Persona" means a fictional character profile operated by a verified adult rights owner. A Virtual Persona is never presented as a real human.
"Likeness" means a person's 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 a person's Likeness, including voice, that is readily identifiable as that person.
"Booking" means one transaction between one Brand and one Talent arranged through the Service.
"Quote" means the locked, itemized terms of a Booking, and "Quote Hash" means the cryptographic fingerprint that identifies the exact Quote.
"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" means permission to use approved Likeness in specified assets and media. "Production" means the creation of specified Deliverables. "Distribution" means a specific post on a specific social account owned or controlled by the Talent. These are three separate products.
"Deliverables" means the assets a Booking calls for. "Approved Final Assets" means the exact versions of Deliverables approved by all required approvers, identified by file hash.
"Platform Fee" means the ICONS marketplace fee charged to the Brand and itemized in each Quote.
"Platform-Managed Production" means Production for which ICONS acts as the production vendor using approved vendors. "Talent-Managed Production" and "Agency-Managed Production" mean Production performed by the Talent or the Agency.
"Processor" means a third-party payment processor that ICONS designates.
"Representation Grant" means the scoped authority a Talent gives an Agency on the Service.
"Sandbox Mode" has the meaning in Section 7.
"User Content" means anything you submit to the Service, including profile information, social links, images, video, audio, scripts, briefs, messages, rate cards, evidence and Deliverables.

2. What ICONS is, and what it is not

2.1 A marketplace platform

The Service is an online marketplace and workflow tool. It lets Talent build booking profiles and publish rate cards, lets Brands discover Talent and submit booking requests, lets Agencies manage the Talent they represent within the authority those Talent grant, and records the quotes, signatures, approvals, payments and posting evidence for each Booking.

Each Booking is a contract between the Brand and the Talent (and, where a Representation Grant applies, the Agency acting within its authority). Except as stated in Section 2.2, ICONS is not a party to the License, the Distribution or any Talent-Managed or Agency-Managed Production, does not control the creative work, and is not responsible for any User's performance of a Booking. ICONS provides the tools, records and payment workflow that the parties use.

2.2 Production vendor when you buy Platform-Managed Production

When a Brand purchases Platform-Managed Production, ICONS is the production vendor for that Production only, on the terms of the Production Statement of Work in the Contract Packet. ICONS may use approved third-party vendors to perform that work. Acting as production vendor does not make ICONS a party to the License or the Distribution, and does not give ICONS any right to use a Talent's Likeness beyond what the Contract Packet allows for delivering that Production.

2.3 Not a talent agency or employment agency

ICONS does not act as a talent agency, talent manager or employment agency. ICONS does not represent Talent, does not offer, promise, attempt or undertake to procure engagements on any Talent's behalf as that Talent's representative, and does not negotiate for Talent. Brands search, choose and contact Talent directly through the Service, and Talent (or their Agency, under authority the Talent grants) decide independently whether to accept, decline or counter any request and on what terms. Fees ICONS charges are platform and service fees, not commissions on Talent compensation.

California regulates the procurement of engagements for artists, including models, under the Talent Agencies Act (California Labor Code section 1700 and following). ICONS does not claim to hold a California talent agency license. ICONS has structured the Service as a self-directed marketplace in which it does not act as anyone's representative, and that structure is subject to ongoing legal review; ICONS may change features, workflows or availability of the Service as a result of that review or of any change in law.

An Agency that uses the Service is solely responsible for holding every license, registration or bond that the law requires for its activities, including any California talent agency license, and represents that it does so under the Agency Platform Agreement.

Nothing on the Service creates an employment, joint venture, partnership or agency relationship between ICONS and any User. Talent provide services to Brands as independent contractors and are not employees of ICONS.

2.4 No endorsement or verification beyond what is stated

Profile information imported from public sources, including follower and post counts, is unverified unless the Service expressly labels it otherwise. A "verified" label on the Service means only that the specific check named in the label was completed (for example, identity and age verification by our identity provider). ICONS does not guarantee any User's identity, rights, reputation, audience, reach, performance or results, and no estimate shown on the Service is a guarantee.

3. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not directed to minors, and we do not knowingly allow anyone under 18 to create an account, appear in a profile or appear in any Deliverable. You may not use the Service if you have been suspended or removed from it, or if you are barred from receiving services under the laws of the United States or any other applicable jurisdiction, including sanctions laws.

During the current pilot, the Service is offered on an invitation basis in the United States, in U.S. dollars, for non-explicit commercial campaigns only. We may limit eligibility, categories, features or geography at any time.

4. Accounts and Organizations

4.1 Your account

You need an account to use most of the Service. You agree to give accurate information, keep it current, and keep your sign-in methods secure. You are responsible for everything that happens under your account. Tell us promptly at hello@iconsai.com if you believe your account has been accessed without permission.

The Service uses passwordless sign-in. We send a single-use link and a six-digit code to your email address, valid for a short time (currently 10 minutes), and we may offer other sign-in methods such as Google sign-in. Your email address is your account identity. Anyone who controls your mailbox can sign in to your account, so you must keep your email account secure. Verifying your email confirms only that you control that mailbox; it does not verify your identity or your control of any social account. Some sensitive actions, such as changing a payout destination, require you to sign in again (step-up authentication) and may be delayed for review.

4.3 Organizations and Authorized Users

A Brand or Agency uses the Service through an Organization. Each Authorized User must have an individual login; shared logins and master passwords are not allowed. The Organization's owner controls membership and roles and is responsible for the acts of its Authorized Users. Roles limit what each Authorized User can see and do. The Organization is bound by actions its Authorized Users take within their roles, including accepting quotes and signing documents where the role permits.

When you sign up as Talent, you tell us which social accounts you own or are authorized to manage, and you authorize us to import public information about those accounts as described in the Privacy Policy. You represent that you own or are authorized to manage every account you submit. We never ask for social media passwords and you must not share them through the Service. An Agency may draft a roster entry for a Talent, but only the Talent can claim, publish and activate their profile and personally complete identity and likeness consents.

4.5 Profile states

A profile can be in Draft, Inquiry only or Bookable state, and may be paused or suspended. An Inquiry only profile can receive nonbinding requests while identity verification is pending. A profile becomes Bookable only after the required identity, age and authority checks, the current agreements and payment eligibility are complete. ICONS may review any profile before or after it becomes visible.

5. Agreements that apply to you

These Terms apply to every User. Depending on how you use the Service, additional agreements also apply and are incorporated into these Terms when you accept them:

Talent: the Talent Participation Agreement, the Portfolio Release and the Identity and Biometric Privacy Notice and Consent.
Brands: the Brand (Advertiser) Terms.
Agencies: the Agency Platform Agreement, and for each represented Talent, an Agency Authority Rider signed by that Talent.
Each Booking: the Contract Packet signed for that Booking.

If a Contract Packet conflicts with these Terms on a matter specific to that Booking, the Contract Packet controls for that Booking, following the order of precedence stated in the Booking Order. On any question of Likeness use, the AI Likeness and Digital Replica Rider controls, and nothing in these Terms or any other document expands the Likeness rights it grants.

6. How Bookings work

6.1 Requests and quotes

Submitting a booking request is free for Brands. A request is not binding on anyone. The Talent or an authorized Agency may accept, decline or counter. Any change to price, Deliverables, channels, deadlines, production owner, rights or payout split creates a new proposal version, and acceptance of an earlier version no longer counts. Messages and comments do not change contractual scope.

When both sides agree, the Service locks the Quote and identifies it by its Quote Hash. A Quote is valid for the period it states (currently 7 days by default). Proposed dates are subject to confirmation.

6.2 Signatures before payment

Agreeing to a Quote generates a Contract Packet for that exact Quote. All required parties must sign the Contract Packet before the Brand's payment is captured. A signature on an earlier version cannot approve a new scope. Production starts only after the Processor reports that the Brand's payment succeeded; a browser redirect or a pending authorization is not enough.

6.3 Separate products

License, Production and Distribution are priced, scoped and cancellable separately. A License never by itself includes a post on the Talent's accounts, an endorsement or testimonial, paid-media rights, partnership-ad or whitelisting access, or access to the Talent's followers. Each of those must be stated in the Contract Packet.

Each Booking has a frozen list of required approvers for scripts and final assets. Silence is never approval, and approval of one version does not approve a replacement version. A technical quality check by ICONS is not consent by the Talent. Use of a Talent's Likeness in any campaign requires that Talent's personal, per-campaign consent in the AI Likeness and Digital Replica Rider; no consent to any campaign use of Likeness is inferred from signup, a profile or these Terms.

6.5 Posting and metrics

Talent post Deliverables themselves through their own social accounts; the Service does not post autonomously and does not use social account passwords. ICONS reviews posting evidence before a post is treated as verified. Audience and performance figures on the Service are estimates or observations with stated sources and dates. Reach, views, engagement and outcomes are not guaranteed, and lower-than-estimated results are not, by themselves, grounds for a refund unless a Contract Packet expressly says so. Missing metrics are shown as unavailable, never as zero.

6.6 Change orders and cancellations

Material changes after funding require a priced change order, reapproval and additional funding before the changed work starts. The Service never silently charges a saved payment method for additional budget. Cancellations, refunds and the treatment of work already performed follow the Payment and Cancellation Schedule in the Contract Packet.

7. Sandbox Mode

While live payments, electronic signatures and identity verification are not all enabled, the Service runs in Sandbox Mode, and it displays a visible sandbox notice. In Sandbox Mode:

no money is charged, captured, transferred or paid out, and any payment shown is a test record;
signatures are test records and are not legally executed contracts;
identity checks are simulated or pending and do not verify anyone; and
every sandbox outcome is labeled as sandbox.

You may use Sandbox Mode to build a profile, explore the workflow, receive and negotiate requests and test features. You must not rely on any sandbox record as evidence of payment, a signed contract, a verified identity or a completed obligation, and you must not present a sandbox record to anyone as if it were live. Accepting these Terms and other platform agreements through the Service is a real acceptance even in Sandbox Mode; it is Booking signatures and payments that are test records. Templates marked "Pending legal review" are drafts and are not used for live Bookings until approved.

8. Fees, payments and taxes

8.1 Fees

Brands pay the amounts stated in each Quote, which itemizes License, Distribution, rights-extension, Talent or Agency production, Platform-Managed Production, Platform Fee and tax. The Platform Fee rate is stated in each Quote (the current pilot default is 15% of License, Distribution, rights-extension and Talent or Agency production fees; it is not applied to the Platform-Managed Production price, tax or refunded amounts). Creating an account, building a profile and submitting requests are free. We may change our fees for future Quotes with notice; a signed Quote is not repriced.

8.2 Payment processing

Payments are processed by Processors, not by ICONS. To pay or be paid you must accept the Processor's own terms and complete its onboarding, which may include identity, business and tax verification ("know your customer" checks). ICONS does not store full card numbers or raw bank account data. The Processor's decisions about onboarding, reserves, holds, disputes and payouts may delay or prevent payment, and ICONS is not responsible for them.

8.3 No escrow

ICONS is not a bank, escrow agent, trust company or money transmitter, and the Service does not provide escrow. When a Brand pays, the Processor captures the funds. Transfers to Talent and Agencies are delayed until the milestones in the Contract Packet are met, and a Holdback may be retained until a minimum live period ends. Those delayed transfers are an ordinary feature of the payment workflow, are not regulated escrow, and do not make captured funds guaranteed or segregated for any party. Bank payouts are separate from transfers to a connected account and depend on the Processor.

8.4 Payout safeguards

Payout destination changes require step-up authentication, trigger a notification and are held for a review period (currently 48 hours). A change to a payout destination never reroutes an allocation for an already funded Booking without review. We may hold payouts while we investigate suspected fraud, a dispute, a chargeback, a safety complaint or a breach.

8.5 Chargebacks and refunds

Refunds go to the original payment method. If a Brand initiates a chargeback, the Processor's rules apply, and we may hold or reverse related transfers to the extent the Contract Packet and Processor rules allow. Brands agree to raise disputes with ICONS first and not to file a chargeback for an amount that the Contract Packet makes non-refundable.

8.6 Taxes

Each User is responsible for its own taxes. Talent and Agencies are responsible for reporting and paying taxes on amounts they receive and for providing accurate tax information to the Processor; the Processor or ICONS may issue information returns such as IRS Form 1099 where required. Prices are exclusive of sales, use, value-added and similar taxes unless a Quote says otherwise, and we or the Processor may collect taxes where required.

9. Your content and intellectual property

9.1 You keep ownership

As between you and ICONS, you keep all rights in your User Content. Ownership and license of Deliverables between Brands and Talent are governed by the Contract Packet, not by this Section.

9.2 License you give ICONS to operate the Service

You grant ICONS a non-exclusive, worldwide, royalty-free license, for as long as your User Content is on the Service and for the retention periods described in the Privacy Policy, to host, store, copy, process, transmit, display, reformat, create thumbnails and previews of, and otherwise use your User Content only as needed to operate, secure, support and improve the Service, to perform Bookings you take part in, to comply with law and to enforce these Terms. This license lets us show your public profile and approved portfolio images to visitors and lets us share Booking materials with the participants and vendors for that Booking.

This license does not permit ICONS to use your Likeness in advertising for any third party, to create a Digital Replica of you, to train general-purpose AI models on your images, video or voice, or to build reusable likeness models of you. Those uses require your separate, explicit written consent. We may use your public profile name and approved portfolio images to show your profile on the Service and in links that point to it, and you can pause or remove your listing at any time.

9.3 Your promises about User Content

You represent and warrant that you own or have all rights, licenses and permissions needed for your User Content and for the uses you authorize; that your User Content does not infringe or misappropriate anyone's copyright, trademark, privacy, publicity or other rights; that any person who appears in User Content you submit is an adult who has consented; and that your User Content complies with these Terms and the Acceptable Use Policy. Publicly visible images are not automatically cleared for use, and importing an image from a public source does not give anyone the right to publish it or to use it for production.

9.4 ICONS property

The Service, including its software, design, text, graphics, logos and the ICONS name and marks, belongs to ICONS and its licensors. We give you a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose under these Terms. You may not copy, modify, distribute, sell or lease any part of the Service, or reverse engineer it, except as the law expressly allows.

9.5 Feedback

If you send us suggestions or feedback, we may use them without obligation to you.

10. AI content rules

The Service is built to make AI-assisted commercial content with consent. In addition to the Acceptable Use Policy:

No one may create, request or distribute a Digital Replica or synthetic depiction of a real person through the Service without that person's personal, specific, written consent for that use, given through the AI Likeness and Digital Replica Rider for the specific campaign.
Likeness permissions are limited to the named advertiser, product, purposes, media, territory, dates, modalities and vendors in the Contract Packet. Use outside those limits is unauthorized.
No general model training: Likeness, reference images, voice and identity data obtained through the Service may not be used to train or fine-tune general-purpose AI models. Custom likeness fine-tuning, embeddings or reusable voice models require a separate explicit consent and vendor retention terms.
Synthetic content must carry the disclosures required by law, by the destination platform and by the Contract Packet, and sponsored content must carry advertising disclosures. A platform's automatic label is not by itself treated as sufficient.
A Virtual Persona must be disclosed as virtual and must never claim to be a real human. It must not use any real person's Likeness without that person's consent.
AI-generated scripts and copy are drafts. No one may present a generated performance as a real personal experience, or invent testimonials or claims.

11. Acceptable use

You must follow the Acceptable Use Policy. Without limiting it, you must not: use the Service if you are under 18 or include anyone under 18 in any profile or content; create or request explicit sexual content or adult-service promotion; impersonate anyone or misrepresent your identity, authority or affiliation; post deceptive endorsements or omit required disclosures; scrape, crawl or harvest data from the Service or use it to compile identity datasets; interfere with or probe the security of the Service; upload malware; access another User's account or data; circumvent fees or the Booking workflow in breach of an applicable agreement; or use the Service in violation of any law.

12. Third-party services

The Service relies on third-party providers, including cloud hosting, email delivery, public-data import providers such as Apify, identity verification providers, e-signature providers, Processors and social platforms. Your use of a third-party service is governed by that provider's terms. Third-party availability is not guaranteed, and the availability of a data provider does not give anyone permission to access a platform's data. ICONS is not responsible for third-party services, and links to third-party sites are provided for convenience only.

13. Privacy and data

Our Privacy Policy explains how we collect and use personal information, including identity and biometric information under the Identity and Biometric Privacy Notice and Consent. Brands and Agencies must keep Talent data they receive through the Service confidential and use it only for the relevant Booking or representation, as their agreements require.

14. Suspension and termination

14.1 By you

You may close your account at any time from your account settings or by emailing hello@iconsai.com. Closing your account removes your public listing. It does not cancel obligations under any signed Contract Packet, including Licenses already granted for their stated term, and it does not delete records we must retain under the Privacy Policy.

14.2 By ICONS

We may suspend, restrict or terminate your access, remove content, pause a listing, or freeze new generation and future delivery for a Booking, with or without notice, if we reasonably believe you have breached these Terms or any incorporated agreement, if required by law or by a Processor or other provider, to address a safety complaint, fraud or security risk, or if we discontinue the Service. Where practical and lawful, we will tell you why and give you a chance to respond. Operator decisions are logged with reasons.

14.3 Effect

On termination, your right to use the Service ends. Signed Bookings remain governed by their Contract Packets and are resolved through the Service's operator processes or as those documents provide. Sections that by their nature should survive termination survive, including Sections 8 (as to amounts owed), 9.3, 9.4, 15 through 21, and any accrued rights.

15. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ICONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ICONS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; THAT ANY IMPORTED, ESTIMATED OR USER-SUPPLIED INFORMATION IS ACCURATE, COMPLETE OR CURRENT; THAT ANY USER WILL PERFORM; OR THAT ANY BOOKING, POST OR CAMPAIGN WILL ACHIEVE ANY REACH, ENGAGEMENT, SALES OR OTHER RESULT. AI-GENERATED OUTPUT CAN BE INACCURATE OR UNEXPECTED AND MUST BE REVIEWED BEFORE USE.

Nothing in these Terms limits any warranty ICONS gives as production vendor in a signed Production Statement of Work, or any right you have that cannot be waived under applicable law.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) ICONS AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) ICONS'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES YOU PAID TO ICONS (EXCLUDING AMOUNTS PASSED THROUGH TO OTHER USERS AND TAXES) IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (II) ONE HUNDRED U.S. DOLLARS (US$100).

ICONS IS NOT LIABLE FOR THE ACTS, OMISSIONS, CONTENT OR PERFORMANCE OF ANY USER OR THIRD PARTY, INCLUDING PROCESSORS, IDENTITY PROVIDERS, SOCIAL PLATFORMS AND VENDORS OTHER THAN IN ICONS'S ROLE AS PRODUCTION VENDOR.

These limits apply to every theory of liability, including contract, tort (including negligence), strict liability and statute, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, including liability for fraud, gross negligence or willful misconduct. Some jurisdictions do not allow certain limitations, so some of these may not apply to you. For Platform-Managed Production, the Production Statement of Work may set a different cap for ICONS's production obligations, and that cap controls for those obligations.

17. Indemnity

You will defend, indemnify and hold harmless ICONS and its members, managers, employees, contractors and agents from and against any third-party claims, and related losses, damages, liabilities, settlements, costs and reasonable attorneys' fees, arising out of or relating to: (a) your User Content; (b) your breach of these Terms, any incorporated agreement or any Contract Packet; (c) your violation of any law or third-party right, including rights of publicity, privacy and intellectual property; (d) for Brands, your advertising, products, claims and use of Deliverables; and (e) for Agencies, your representation of Talent and your licensing status. ICONS may control the defense of any claim with counsel of its choice, and you will cooperate. You may not settle a claim that imposes obligations on ICONS without our written consent.

18. Changes to the Service and to these Terms

We may change, add or remove features of the Service. We may update these Terms by publishing a new version with a new version number. If a change is material, we will give reasonable advance notice by email or in the Service, and where the law or the change requires it, we will ask you to accept the new version before you continue to use the affected features. Changes do not apply retroactively and do not change a signed Contract Packet. Changes to Section 20 do not apply to a dispute of which ICONS had notice before the change took effect. If you do not agree to a change, stop using the Service and close your account.

19. Notices and electronic communications

You agree that ICONS may give you agreements, notices, disclosures and other communications electronically, by email to the address on your account or through the Service, and that these satisfy any legal requirement that they be in writing. You agree that your electronic acceptance of documents on the Service, including checking a consent box and typing your full name, is your electronic signature, has the same effect as a handwritten signature, and binds you under the U.S. Electronic Signatures in Global and National Commerce Act and the California Uniform Electronic Transactions Act. We record the document version and its hash, the time, your IP address, your device's user agent, your typed name and the consent text you accepted. You may request a copy of any document you accepted by emailing legal@iconsai.com. You may withdraw consent to electronic communications by closing your account; withdrawal does not affect the validity of earlier electronic records.

19.2 Notices to ICONS

Legal notices to ICONS must be sent by email to legal@iconsai.com. A full mailing address for legal notice is available on request at legal@iconsai.com. ICONS is located in Los Angeles, California. Notices to you will be sent to the email address on your account and are effective when sent.

20. Dispute resolution, binding arbitration and class action waiver

20.1 Informal resolution first

Before starting arbitration or a court case, the party with a dispute must send the other a written notice describing the dispute and the relief sought (to ICONS at legal@iconsai.com; to you at your account email). The parties will try in good faith to resolve the dispute for 30 days after the notice is received. This does not apply to claims for urgent injunctive relief.

20.2 Agreement to arbitrate

EXCEPT AS PROVIDED BELOW, YOU AND ICONS AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE OR ANY BOOKING TO WHICH ICONS IS A PARTY (A "DISPUTE") WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND NOT IN COURT. This includes disputes about the scope, validity or enforceability of this Section, which the arbitrator will decide, except that a court decides disputes about Section 20.5 (class action waiver). This agreement is governed by the Federal Arbitration Act.

20.3 Arbitration rules and procedure

The arbitration will be administered by JAMS. Claims for less than US$250,000 proceed under the JAMS Streamlined Arbitration Rules and Procedures; other claims proceed under the JAMS Comprehensive Arbitration Rules and Procedures. If you use the Service as an individual consumer, the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness applies, and ICONS will pay the fees that policy requires the business to pay. JAMS rules are available at jamsadr.com. A single arbitrator will decide the Dispute, may award any individual relief a court could award, and must issue a reasoned written decision. The arbitration will take place in Los Angeles County, California, or, for a consumer, in the county where you live or by video if you prefer. Judgment on the award may be entered in any court with jurisdiction.

20.4 Exceptions

Either party may (a) bring an individual claim in small claims court if it qualifies and stays there, and (b) seek injunctive or other equitable relief in court to protect its intellectual property, rights of publicity or privacy, or confidential information, or to stop unauthorized use of the Service or of any Likeness, pending the arbitrator's decision.

20.5 Class action and jury trial waiver

YOU AND ICONS EACH AGREE TO BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND ICONS WAIVE ANY RIGHT TO A JURY TRIAL. If this class waiver is found unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and decided in court after the arbitration of all other claims, and this Section 20 otherwise remains in effect. To the extent the law does not allow waiver of a claim for public injunctive relief, that claim will be decided in court after arbitration of individual claims.

20.6 Mass filings

If 25 or more similar demands for arbitration are filed against ICONS by or with the help of the same counsel or coordinated parties, the parties agree that JAMS's mass arbitration procedures (or, if none apply, batches of no more than 25 demands each, with one arbitrator per batch) will be used, and that the statute of limitations is tolled for demands awaiting a batch.

20.7 Thirty-day right to opt out

You may opt out of this agreement to arbitrate by emailing legal@iconsai.com within 30 days after you first accept these Terms, with the subject line "Arbitration opt-out" and your name and account email address. Opting out does not affect any other part of these Terms. If you opted out of an earlier version, your opt-out continues to apply.

20.8 Governing law and venue

These Terms and any Dispute are governed by the laws of the State of California, without regard to its conflict of law rules, and by the Federal Arbitration Act as to Section 20. For any Dispute not subject to arbitration, you and ICONS submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

20.9 Time limit

To the extent permitted by law, any Dispute must be started within one year after it arises, or it is permanently barred.

21. Copyright complaints (DMCA)

We respect intellectual property rights and respond to notices of alleged infringement that comply with the U.S. Digital Millennium Copyright Act. Send notices to our designated agent:

Copyright Agent, mjonesone, LLC (ICONS), Los Angeles, California. Email: legal@iconsai.com, "Attn: Copyright Agent." Our agent's registration details and a mailing address are available on request at that email.

A notice must include: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient for us to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act for the owner.

If your content was removed and you believe it was removed by mistake or misidentification, you may send a counter-notice that includes your signature, identification of the removed material and its former location, a statement under penalty of perjury that you have a good-faith belief it was removed by mistake or misidentification, your contact information, and your consent to the jurisdiction of the federal court for your district (or, if outside the United States, any judicial district where ICONS may be found) and to accept service from the person who sent the original notice. We may restore the material if the complaining party does not file an action within the period the law provides. We terminate the accounts of repeat infringers in appropriate circumstances.

Complaints about unauthorized use of a person's Likeness, privacy or publicity rights, or synthetic depictions are handled through our takedown process; send them to legal@iconsai.com with "Likeness complaint" in the subject line.

22. General terms

Entire agreement. These Terms, the incorporated policies and agreements, and any Contract Packet are the entire agreement between you and ICONS about their subject matter and supersede earlier understandings.
Assignment. You may not assign or transfer these Terms without our written consent. ICONS may assign them in connection with a merger, acquisition, reorganization or sale of assets, or to an affiliate, with notice to you.
Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect.
No waiver. A failure to enforce a provision is not a waiver of it.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party providers, natural disasters, labor disputes and government action, except for obligations to pay amounts owed.
Independent parties. No agency, partnership, joint venture or employment relationship is created by these Terms.
No third-party beneficiaries. These Terms do not give rights to anyone other than you and ICONS, except that indemnified persons under Section 17 may enforce it.
Export and sanctions. You will comply with U.S. export control and sanctions laws in your use of the Service.
Interpretation. Headings are for convenience. "Including" means "including without limitation." If there is a conflict between an English version of these Terms and a translation, the English version controls.
California users. Under California Civil Code section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

23. Contact

General support: hello@iconsai.com
Legal notices and copyright: legal@iconsai.com
Privacy: privacy@iconsai.com

mjonesone, LLC, doing business as ICONS, Los Angeles, California.