Terms of Service

BRAND 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). Content creators should review the standalone terms [HERE].

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.

If Creators have any rights, including without limitation "artist's rights" or "moral rights," in the Brand Content and any contributions to the Derivative Brand Content that cannot be assigned by them, the Creators grant you, an exclusive (even in respect to Creators) worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Brand Content and any contributions to the Derivative Brand Content in any medium or format, whether now known or later developed. In the event that any Creator have any rights in the Brand Content any contributions to the Derivative Brand Content that cannot be assigned or licensed, the Creators shall unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us and you or your customers and channel partners.

Any Derivative Brand Content you provide to Creators for their review and approval shall be done so pursuant to a non-sublicensable, non-transferable, revocable license to Creators solely for the purpose of review. Creators are obliged to safeguard such content as if it were Confidential Information.

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 (i.e. Facebook, Instagram, TikTok, YouTube etc.) 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, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
• 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 and any Derivative Brand Content approved or modified by them;
• ensure you are granted all necessary Intellectual Property Rights to the intellectual property needed in and to the Content such that the foregoing will not infringe or violate any Intellectual Property Rights or any right of privacy or publicity of any third party;
• 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 features and benefits you receive through the Portal as well. You acknowledge and agree that Icon may update the Services with or without notifying you, including adding or removing features, products, or functionalities, with or without changing our Terms (see Section 9 for changes to Terms). From time-to-time we may include certain additional "beta" functionality – you may be provided an opt-in notice or such functionality may be simply flagged. Your use of our Services and any portion of the Services is subject to our disclaimers set out in these Terms.

Use Restrictions

In your use of our Services, you agree to not, directly, or indirectly (and will not permit any third party) to:

• do anything with the Portal other than use them for your own use, including not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Portal;
• use Icon's name, trademarks, service marks, trade names, designs, logos, or any other materials we make available via the Services, except as allowed by these Terms;
• remove, alter, or destroy any copyright notices or other proprietary markings (trademarks, service marks or other proprietary notices) comprising or provided in the Portal or any Derivative Content or infringe Client's or Icon's Intellectual Property Rights;
• copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Portal, in part or in whole other than as expressly permitted by these Terms or enabled by the Services' intended functionality;
• reverse engineer, duplicate, decompile, disassemble, or decode the Portal, or otherwise extract the source code of the software;
• use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Portal, "scrape" or download data from any part of our Portal;
• upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Portal;
• violate any applicable law or regulation in connection with your access to or use of the Services;
• disrupt or hinder (or try to do so) any of the Portal's web pages, our connected servers or networks, or technical systems, or not follow protocols or guidelines linked to the Service;
• try to detect, scan, or test any vulnerabilities of the Portal or any of our system or network, or breach or override any security or authentication protections for the Portal;
• pretend to be someone else or falsely represent your association with any other entity;
• access the Portal in ways that are not authorized by these Terms; or
• leverage the Services to develop competing products or allow the same for a third-party.

In all cases, Icon determines in our sole discretion whether any of your actions violate the above rules. We reserve the right to remove any offending content, terminate or limit the visibility of your Account.

Creating an Account

Registration

To offer Brand Content and avail the Services, you must register for an account ("Account") and provide information as prompted by the account registration flow. You represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete.

Eligibility

The Services are only available to those individuals and entities who can form legally binding contracts under applicable law. If you are an individual, by accessing or using the Services, you represent and warrant that you are at least 18 years of age or over the age of majority in the state or country where you are a resident or citizen. You are not eligible to obtain Brand Content if you are barred from using the Services pursuant to Section 15 (Export Control) in these Terms.

User Information & Credentials

When you create an Account with Icon, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related actions undertake in connection with your login credentials, with or without your knowledge. You agree that you will monitor your Account. You are responsible for any actions taken using your log-in credentials. You may share your Account or password with others (e.g. talent mangers) at your own risk and you agree to notify Icon immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access our Services.

Suspension or Termination

We may suspend or terminate your Account at any time at our discretion, including for your breach of these Terms.

Intellectual Property Rights, Ownership and Grants

Icon's Rights

The Services utilizes technology, capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary content, information, software, audio-visuals, text, graphics, illustrations, logos, or other original or licensed content. Icon and its licensors reserve all ownership and Intellectual Property Rights to all parts of the Services.

Rights Icon Grants You

Subject to your compliance with these Terms, Icon grants you a non-exclusive, non-transferable, non-sublicensable, revocable, right to use the Portal and other aspects of the Service.

Rights You Grant Us

In addition to rights granted above in content, You hereby grant Icon a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit, and distribute ("Handle") your Brand Content and Derivative Content or any other content you may share with us.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Icon ("Feedback") is at your own risk and that Icon has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Icon a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.

Aggregate Stats

Icon shall monitor use of the Services, including the Portal, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Portal ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by the Company with all rights reserved. operating, developing, providing, promoting, and improving the Services.

Communications

By entering into these Terms or using the Portal, you agree to receive communications from us, and applicable third parties, including via email, and/or push notifications. Communications from us and our affiliated companies, and applicable third parties, may include, but are not limited to, the following: operational communications concerning your Account or the use of the Services; updates concerning new and existing features on the Services; news concerning Icon; or news concerning an order or any transaction that is relevant in respect of your Account.

Term and Termination

Term

These Terms commence on the earlier of the date you first used the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section 7.

Termination by Icon

If you have breached any provision of these Terms, if Icon is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for Icon to provide the Services, Icon has the right to, immediately and without notice, suspend or terminate any or all of the Services provided to you. You agree that all terminations will be made at Icon's sole discretion and that Icon will not have any liability whatsoever to you or any third party for any suspension or termination.

Termination by You

Other than the clauses which survive any expiry or termination of these Terms, these Terms shall not apply to you upon the earlier of (i) your notice to us requesting Services to no longer be provided, or (ii) deletion of applicable Accounts by emailing us at kennan@icon.me.

Effect of Termination

If the Services are terminated for any reason, your use rights in respect of the full features of the Services shall cease.

Survival

The following Sections shall survive any termination of your use right: This Section 7(e), Section 2(b)(4) as applicable, and Sections 4(a), 4(b), 4(c)(ii), 7(d), 10, 11, 12, 13, 16, 19, and 20.

Fees and Payment

Fees

In each case where you are provided Brand Content and receive input on Derivative Brand Content, upon receipt of the applicable content, you shall pay the agreed upon fees to us which we shall release to Creators subject to any deductions for our fees. You are not entitled to any refunds.

Taxes

You shall be responsible for all sales, use and excise, and income taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts.

Currency

All amounts in respect of our Services are in U.S. dollars.

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 and on the Service. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered end-users, provided that any material changes will be effective for anyone who has an Account with us upon the earlier of 30 days after posting notice of such changes on our website or 30 days after dispatch of an e-mail notice of such changes to such users. Icon may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES AND PROVIDING CONTENT. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES AND SUBMISSION OF CONTENT CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

Indemnity

Client Indemnification

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Icon, our affiliates, directors, officers, stockholders, employees, licensors, and Providers ("Icon Parties") from and against any and all Actions and related Losses due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under these Terms, infringement of rights of another party, your negligence, or more culpable act or omission (including recklessness or willful misconduct); or (c) any breach of applicable laws and regulations by you. Icon reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Icon in asserting any available defenses. You agree that the provisions in this Section will survive any termination of your Account, these Terms and/or your access to the Services. All the obligations above which relate to your conduct includes the conduct of the Creators.

Icon Indemnification

Icon agrees to indemnify, defend, and hold you harmless from and against any and all Losses incurred by you resulting from any Action by a third party that your use of the Services in accordance with these Terms infringes or misappropriates such third party's Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

• Brand Content or Derivative Content;
• access to or use of the Services in combination with any content, hardware, system, software, network, or other materials or service not provided by Icon or specified for your use by Icon;
• your input on content; or
• failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of Icon.

For the purposes of these Terms:

• "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
• "Affiliate" of a Party means any other party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
• "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Indemnification Procedure

Each Party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 10(a) or 10(b), as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its obligations under this Section 10(c), except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

Mitigation

If any of the Services are, or in Icon's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if your or any authorized user's use of the Portal is enjoined or threatened to be enjoined, Icon may, at its option and sole cost and expense:

• obtain the right for you to continue to use the Services materially as contemplated by these Terms;
• modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services, as applicable, under these Terms; or
• by written notice to you, terminate these Terms with respect to all or part of the Services, and require you to immediately cease any use of the Services or any specified part or feature thereof.

Sole Remedy

THIS SECTION 10 SETS FORTH YOUR SOLE REMEDIES AND ICON'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ICON BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICE, IN EACH CASE WHETHER OR NOT ICON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT IN RESPECT OF A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHR PARTY WILL BE LIABLE TO THE OTHER FOR MORE THAN $100 USD UNDER THESE TERMS. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

Disclaimer of Warranties and Conditions

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING THE PORTAL, AND THE CONTENT, IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. ICON EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT IN RESPECT OF THE SERVICES.

ICON MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO ANY CONTENT AND ITS SUITABILITY FOR YOU.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ICON OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

OUR OR THE CREATORS' GUIDANCE TO YOU IN RESPECT OF COMPLIANCE WITH LAWS, PARTICULAR FTC RULES AND REGULATIONS, SHALL NOT BE CONSIDERED AS FACTUALLY ACCURATE.

WE DO NOT GUARANTEE OR MAKE ANY PROMISES IN RESPECT OF YOUR USE OF AI TOOLS OR THE CREATION OF ANY CONTENT BY CREATORS, INCLUDING COMPLIANCE WITH ANY LAWS.

ICON DOES NOT IN ANY WAY MAKE ANY PROMISES OR TAKE ON ANY RESPONSIBILITY IN RESPECT OF THE PAYMENTS THAT YOU ARE TO MAKE IN RESPECT OF CONTENT YOU HAVE RECEIVED.

Governing Law and Dispute Resolution

Governing Law

These Terms and all related documents including all exhibits attached hereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof.

Arbitration

You and Icon agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services will be resolved by binding arbitration, rather than in court, except that: (1) you and Icon may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Icon may seek equitable relief in court for infringement or other misuse of Intellectual Property Rights.

Waiver of Jury Trial

YOU AND ICON HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

Waiver of Class and Other Non-Individualized Relief

YOU AND ICON AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq, will govern the interpretation and enforcement of this Section 13 and any arbitration proceedings. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect and one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 13, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 13.

Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Export Control

You may not utilize the Services from (a) any United States embargoed countries, or (b) if you are anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by Icon are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Icon products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Notice

All notices required or permitted under these Terms will be in writing and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to Icon is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, Icon's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Icon at the following email address: kennan@icon.me.

Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Icon's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Icon may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.

Force Majeure

Icon will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

Final Terms

These Terms, along with any Icon ordering document as found on the Portal make up the final, entire, and exclusive agreement between you and Icon with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter. No purchase order or other document issued by you in respect of our Services shall control unless we have expressly agreed to do so in writing and specified which clauses in particular in these Terms are overridden by such other documents.

Contact Us

We welcome comments, questions, concerns, or suggestions. Please send us any inquiries at kennan@icon.me or find more information about us by visiting https://icon.me/