Terms of Service

Terms of Service

Please read these Terms of Service (these “Terms”) carefully, as they constitute a legally binding agreement between Icon AI, Inc., a Delaware corporation (“Icon”, “we,” “us” or “our”) and you, a brand and corporate entity (“Brand”, “you”, and “your”) and apply to your use of our Services (as defined).

By accessing or using the Services in any way, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with Icon if you are an individual, and in case you are utilizing the Services as a representative of or on behalf of an entity (e.g. your employer or any third party who is authorizing you to open an account on their behalf) your acceptance of these Terms also binds that entity and any reference to you is interchangeable with the entity you are representing for the purposes of the contracting entity's obligations, liability, and benefits, and (3) you have the authority to enter into these Terms. If you do not agree to be bound by these Terms, you may not access or use the Services or set up an Account.

THESE TERMS CONTAIN CLAUSES WHICH ADDRESS RISK (LIMITATION OF LIABILITY AND INDEMNITY) AS WELL AS DISPUTE RESOLUTION. IF YOU ACCEPT THESE TERMS, YOU AND ICON AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

Acceptance of these Terms

You hereby agree to accept these Terms by opening an Account under a username. BEFORE YOU DO EITHER OF THOSE, PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE OR SET UP AN ACCOUNT.

You also agree to abide by other Icon rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully.

Once you accept these Terms, you are bound by them until they are terminated. See Section 7 (Term and Termination).

Engaging with Icon

What We Provide

We offer a software-as-a-service platform (“Platform”) which allows you to leverage Icon's access to creators (“Creators”) who have expertise to develop content for the Client's intended purposes, including but not limited to promotion of products and service (“Brand Content” or “Content”), and among other features, permits Content and correspondence to be transferred over the Platform between you and Creators (collectively, the “Services”).

Subject to your compliance with these Terms, Icon grants you certain rights in the Services (see Section 4 for more details on use and Intellectual Property Rights (as defined)) and use of the Service.

How To Use Our Services

Signing On and Content Evaluation. Once you open an Account on the Portal's website (“Portal”), you can submit information to the Creators and receive, review and exchange Brand Content and Derivative Content (as defined) with Creators, including to evaluate the Creators' fit for your purposes. For the purposes of these Terms, reference to Creators also means any talent manager that represents Creators.

Marketing Brief. You shall assist us in providing, or directly provide to Creators, a detailed memo in writing via the Portal describing what Content you are seeking. You may be requested to provide clarification on the foregoing during the agreed upon period that Creators are due to generate Brand Content or review or revise any Derivative Content (the “Production Period”).

Duration of Service. You or we may extend the Production Period at respective party's discretion and in each case, these Terms shall continue to apply.

Who's Providing the Content. The Content is being provided by Creators under these Terms. Your remedies in respect of any deficiency in any Content is solely with the Creators pursuant to these Terms.

Derivative Brand Content

The Brand Content you are provided is your work product and you shall be free to utilize any tool, including artificial intelligence service or a third party content creator, to generate derivative content from the Brand Content you are provided (“Derivative Brand Content”).

Prior to your use of the Derivative Brand Content, you may at your discretion submit the foregoing to Creators on the Portal for Creators' approval. For the purposes of these Terms, any modification to such Derivative Brand Content shall continue to be subject to Section 4 of these Terms and continue to be considered derivative Brand Content.

You agree that we have no liability in respect of any modification to Brand Content by you, or any content you generate as part of the Derivative Content. We have no obligation in respect of any tools you utilize in respect of the creation or modification of the foregoing. Other than binding Creators or their representation to contractual agreements that provide you contractual remedies, we do not have a role in respect of ensuring that the Brand Content or any Derivative Content meets your needs or is free from infringement of any third party's Intellectual Property Rights.

IP Rights Granted in Content

You are and will be the sole and exclusive owner of all right, title and interest in and to all Brand Content including any and all Intellectual Property Rights therein. In these Terms, “Intellectual Property Rights” means registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any copyright, trademark, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

In furtherance of the foregoing, (a) all Brand Content and any contributions to the Derivative Brand Content by a Creator is deemed work made for hire as defined in Section 101 of the Copyright Act of 1976; and (b) to the extent any Brand Content or Intellectual Property Right therein does not qualify as, or otherwise fails to be, work made for hire, Creators shall assign, transfer, and otherwise convey to you, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Brand Content, including all Intellectual Property Rights therein.

Using Others to Create Content

Creators may utilize third parties (“Subcontractors”) to generate Brand Content or any Derivative Brand Content for you. Creators are obliged to (A) ensure that Subcontractors agree to Section 4 in these Terms in respect of assignment of all ownership and Intellectual Property Rights in your favor, (B) ensure that Subcontractors abide by any publicity, confidentiality and other terms and conditions set out herein just as the foregoing would apply to the Creators, (C) be liable to us and you for Subcontractor's breach of these Terms, and (D) ensure that you are third party beneficiaries under agreements between Creators and Subcontractors such that you or we may enforce all rights that Creators are otherwise entitled to enforce under their agreement with the Subcontractors.

Content Creation Policy

Your Content is yours to manage, provided we do require Creators to:

• follow any applicable guidelines that are provided to them;
• ensure all applicable FTC and social media platform rules and policies are followed;
• not promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another's privacy, defamatory or otherwise objectionable or illegal;
• not behave in a manner, or make comments anywhere, which reflect poorly on us or you;
• be solely responsible for the content that they create;
• ensure you are granted all necessary Intellectual Property Rights;
• ensure that the Content does not violate any applicable law or regulation; and
• not promote or endorse any ware, service or brand that directly competes with the ware, service or brand being promoted by you.

Service Updates

You understand that the Services are evolving and Icon may update the Services with or without notifying you, including adding or removing features, products, or functionalities.

Use Restrictions

In your use of our Services, you agree not to, directly or indirectly:

• license, sell, rent, lease, transfer, assign, reproduce, distribute, or host the Portal;
• use Icon's name, trademarks, or logos except as allowed by these Terms;
• remove or alter any copyright notices;
• copy, modify, or create derivative works of the Portal outside permitted use;
• reverse engineer or decompile the Portal;
• use automated means to access or scrape the Portal;
• upload malicious code or compromise the security of the Portal;
• violate any applicable law or regulation;
• disrupt Portal servers or networks; or
• leverage the Services to develop competing products.

Creating an Account

Registration

To use the Services, you must register for an account and provide accurate information as prompted. You agree to maintain and promptly update such information.

Eligibility

The Services are only available to individuals and entities who can form legally binding contracts. You must be at least 18 years of age.

Communications

By entering into these Terms or using the Portal, you agree to receive communications from us, including via email and push notifications, concerning your Account, new features, and news concerning Icon.

SMS Terms

SMS Verification Terms

By providing your phone number and requesting a verification code during signup, onboarding, or account access, you consent to receive one-time verification text messages from Icon, Inc. at the phone number you provided. These messages are transactional, used only to authenticate your request or help complete account setup, and are not used for marketing.

Verification messages are sent when requested by you. If your account setup remains incomplete after you start signup or onboarding, we may also send limited non-promotional account reminder text messages related to finishing setup and accessing the Services. Message and data rates may apply.

• Reply HELP for help. You can also contact us at help@icon.com.
• Reply STOP to opt out of verification text messages. Opting out may prevent you from receiving future verification codes needed to sign up for or access the Services until you opt back in.

Carriers are not liable for delayed or undelivered messages. Icon does not share mobile information with third parties or affiliates for marketing or promotional purposes. We may share mobile information only with service providers that help us deliver these messages.

SMS Marketing Terms

By opting in to SMS messages during account onboarding, you consent to receive recurring automated marketing text messages from Icon, Inc. at the phone number you provided. Consent to receive marketing SMS is not a condition of purchase or use of the Services.

Message frequency varies. Message and data rates may apply.

• Reply STOP to cancel at any time. You will receive a one-time confirmation message and no further marketing messages will be sent.
• Reply HELP for help. You can also contact us at help@icon.com.

Carriers are not liable for delayed or undelivered messages. Icon does not share mobile information with third parties or affiliates for marketing or promotional purposes. We may share mobile information only with service providers that help us deliver these messages.

Fees and Payment

Upon receipt of applicable content, you shall pay the agreed upon fees. All amounts are in U.S. dollars.

Refunds

Except where required by applicable law or where Icon expressly offers a refund or money-back guarantee, all fees are non-refundable. Icon will honor any refund or money-back guarantee according to the terms presented with the applicable offer. To request a refund under an applicable offer, contact help@icon.com. Nothing in these Terms limits any rights or remedies that cannot be waived under applicable law.

Changes to Terms

These Terms are subject to occasional revision by Icon. When changes are made, Icon will make a new copy of these Terms available on its website. If you do not agree to any changes after receiving notice, you will stop using the Services. Otherwise, your continued use constitutes acceptance of such changes.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ICON BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR MORE THAN $100 USD UNDER THESE TERMS.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ICON EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California. You and Icon agree that any dispute will be resolved by binding arbitration administered by the American Arbitration Association, rather than in court, except for small claims or equitable relief for IP infringement.

YOU AND ICON HEREBY WAIVE ANY RIGHT TO A TRIAL IN FRONT OF A JUDGE OR A JURY AND AGREE THAT CLAIMS MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS, NOT AS A CLASS ACTION.

Severability

If any provision of these Terms is found unenforceable, that provision will be severed and will not affect the validity of any remaining provisions.

Contact Us

We welcome comments, questions, concerns, or suggestions. Please send us any inquiries at help@icon.com or visit https://icon.com.