CREATOR 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 content creator ("Creator", "you", and "your") and apply to your use of our Services (as defined). If you are a party (e.g. brand, merchant, or agency) that is seeking the services of a creator, the terms which apply to you are set out at: https://icon.com/privacy/brand-tos.

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 or 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.

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.

Our clients (the "Client(s)") utilize our content generation service ("Service") to connect with creators like you who have expertise to develop content for the Client's intended purposes, including but not limited to promotion of products and services ("Brand Content" or "Content"). Our Clients may be brands/merchants or third-parties, such as agencies, who are sourcing talent for Brand Content.

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 or a designate open an Account on our software as a service platform ("Portal"), you become eligible to be evaluated by Icon and/or Clients for provision of Brand Content. We or the Client may review your content portfolio or correspond with you via the Portal or at the contact information you provide to assess your fit for the Brand Content. You hereby (A) consent to receiving communication from us or the Clients through the agreed upon channels, (b) grant us a sublicensable, revocable, non-transferable, license to your pre-existing content solely for the purposes of evaluation and agree that any sharing of such content for evaluation with any relevant third party shall be permissible under the sublicense rights you have granted under this subsection.

Providing Service to Clients.

If you are selected to provide Brand Content, the following shall apply:

Marketing Brief.

You will be provided a detailed memo in writing via the Portal describing what the Client is seeking. You will have the opportunity to submit questions and obtain clarification during the agreed upon period you are due to generate Brand Content (the "Production Period").

Duration of Service.

You will generate Brand Content at your own cost and upload the Brand Content in whole and in part as agreed upon, on the Portal no later than the agreed-upon deliverable date. Client or Icon may extend the deliverable date at its discretion and in each case, these Terms shall continue to apply.

Derivative Brand Content

Subject to the rights granted under the heading "Icon Using Others to Create Content” , the Brand Content you create is the Client's to use pursuant to these Terms (e.g. Section 4) and Clients 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 provided ("Derivative Brand Content"). Prior to use of the Derivative Brand Content, Client may at its discretion submit the content to you on the Portal for your approval and 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 shall review, in a commercially reasonable manner and time, the Derivative Brand Content submitted to you on the Portal or as agreed upon.

Whitelisting Authorization

You authorize Icon to request, configure, and revoke advertising permissions to run ads from your handle via Icon-managed business assets. Each authorization is campaign-specific, account-specific, and time-limited, and auto-expires unless renewed in the Portal.

Access Suspension (Whitelisting). Icon may suspend or revoke whitelisting permissions provisioned through Icon-managed business assets for breach, safety/compliance risk, or a Conversion Event. Suspension or revocation of access does not affect any Client intellectual property rights in paid-for content.

For the purposes of these Terms:

• “Conversion Event” means a Client and Creator who were Learned Through the Service (as defined) contract or run ads together outside the Service during the Restricted Period (including whitelisting/Partnership Ads);
• “Learned Through the Service” means a party first learned the identity or contact details of a Client or Creator via the Service (including introductions, shared workspaces, briefs, or messaging);

IP Rights Granted in Content.

Client is 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) you shall create all Brand Content and any contributions to the Derivative Brand Content as 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, you shall, and hereby assign, transfer, and otherwise convey to Client, 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 you 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, you hereby unconditionally and irrevocably grant to Client an exclusive (even as to you), 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 you have any rights in the Brand Content any contributions to the Derivative Brand Content that cannot be assigned or licensed, you hereby unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us and Client or Client's customers and channel partners.

Any Derivative Brand Content provided to you for your review and approval shall be done so by Client pursuant to a non-sublicensable, non-transferable, revocable license to you solely for the purpose of review. You agree that you are not being granted a license to the Derivative Brand Content for your own, or any other party's, use. You agree that you will safeguard such content as if it were Confidential Information.

Creators Using Others to Create Content.

If you utilize any other person or entity ("Subcontractors") to generate Brand Content or any Derivative Brand Content for/with you, you hereby agree that you shall (A) ensure that Subcontractors agree to Section 4 in these Terms in respect of assignment of all ownership and Intellectual Property Rights in favor of the Client, (B) ensure that Subcontractors abide by any publicity, confidentiality and other terms and conditions set out herein just as the foregoing would apply to you, (C) be liable to us and applicable Client for Subcontractor's breach of these Terms, and (D) ensure that you enter into written agreements with such Subcontractors, stating that Icon and its Clients are third party beneficiaries under the agreement and may enforce all rights that you are otherwise entitled to under the agreement with the Subcontractors.

Icon Using Others to Create Content.

We or a Client may from time to time decide to replace a content creator with another party (“Swap”).

Likeness.

Minor Derivative. Any Swap which leads to the Likeness (as defined) of the original content creator (“Original Creator”) not being utilized in a new cut or new shoot, then the Original Creator shall not be entitled to any fees and the replacement content creator (“New Creator”) shall be receive applicable fees. If your Likeness as the Original Creator is used in a new variation of the content (e.g. same shoot but with new edits) and the edits do not change your performance or create new performance (e.g., cutdowns, aspect ratios, captions, music swaps, end cards) (such changes a “Minor Derivative”), you hereby grant us unlimited right to make Minor Derivatives for the same brand and campaign for 12 months and agree that all fees payable to you shall be included in your initial fees (“Base Fees”).

Major Derivative. If we/Client wishes to utilize the Original Creator’s Likeness in a new creative context where the use is new or materially altered ways, including new voiceover (human or synthetic), AI or composite edits, digital doubles, or new creative contexts, or use outside the original campaign (such changes a “Major/Likeness Derivatives” then Icon/Client shall propose Major/Likeness Derivatives use to you via the Portal. You may approve or decline each request. Solely upon your approval, you hereby grant a non-exclusive, worldwide license to your Likeness for the duration selected in the request, and Icon will pay the Major Derivative Fee displayed in the Portal for that request (or the Campaign Likeness Pack amount if elected). Major/Likeness Derivatives will not be used absent your Portal approval.

For these Terms: “Likeness” means your name, image, voice, handle, signature style, and all elements identifying you.

Use Restrictions. In respect of derivatives, no use of your Likeness in a derivative work shall be permitted in political, adult or any other sensitive category which you expressly opt out of in the Portal.

Attribution. Client may reference or show your handle only as allowed in the brief or your Portal settings.

Content Creation Policy.

You agree that whenever you submit any content pursuant to these Terms, you will:

• follow any applicable guidelines that are provided to you;
• ensure you follow all applicable FTC and social media platform (i.e. Facebook, Instagram, TikTok, YouTube etc.) rules and policies;
• 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 the Client or Icon;
• be solely responsible for the content that you create and any Derivative Brand Content you approve or modify;
• ensure you own or have all necessary Intellectual Property Rights to the intellectual property needed in and to the content you provide 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 the Client.

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 this Agreement; 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.

Non-Solicitation and Conversion Restrictions

During the Restricted Period, you shall not knowingly provide paid services (including whitelisting/Partnership Ads) directly to any Client of Icon with whom you had material contact through Icon, outside of Icon's platform. If you engage in such activity (a "Conversion Event"), you and the Client are jointly and severally liable to Icon for a conversion fee equal to 25% of Gross Amounts Paid or Payable to you in the first 12 months following the Conversion Event (or $2,000 minimum), due 15 days from the earlier of contract execution or first payment. Unpaid amounts accrue interest at 1% per month. Icon may request reasonable records (subject to confidentiality) limited to verifying amounts related to the Conversion Event. During the Tail Period (months 13–24), the conversion fee applies at 10% of Gross.

The parties acknowledge that Icon's actual damages from such breach would be difficult to ascertain, and agree that this conversion fee represents a reasonable estimate of Icon's losses, including recruitment costs, lost commissions, and business opportunity costs. This provision constitutes agreed-upon liquidated damages and not a penalty.

Carve-Outs. This Section does not restrict: (a) relationships pre-existing your engagement with Icon (reasonable proof on request); (b) inbound, unprompted outreach from a Client (provided you do not use Icon's confidential information); (c) general advertising not targeted using Icon's confidential information; or (d) opportunities that arise independently of Icon's confidential information.

In these Terms:

• “Gross Amounts Paid or Payable” include all compensation to Creator (cash or in-kind; in-kind valued at invoice or, absent invoice, reasonable retail value);
• “Restricted Period” means the 12 months after the later of (i) the parties’ last interaction via the Service; or (ii) the final delivery date of any work involving that counterpart;
• “Tail Period” means months 13–24 after the date used to calculate the Restricted Period.

Creating an Account

Registration.

To offer 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; (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete; and (c) you own or have applicable license and rights to all materials you showcase in respect of your profile.

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 provide 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 undertaken 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 managers) 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 utilize 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.

Profile Information. 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 profile information. We may utilize your likeness, your profile picture, and any other profile information you provide without any reservation or limitation, including creation of any derivative image or content that incorporates the foregoing, to promote our Services.

License to Display Content. You grant Icon a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, distribute, publicly display, publicly perform, modify, transform, alter, edit, amend, make derivative works and otherwise exploit any Content you provide through the Services (and any derivatives thereof) and outside of the Services, including marketing and advertising, including under your name, likeness, or handle, in connection with operating, promoting, or improving any Icon-owned or controlled platform, property, application, or service, whether now existing or developed in the future, or for any other purpose.

Feedback. 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 your 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 or Client's notice to us requesting Services to no longer be provided, or (ii) deletion of applicable Accounts by emailing us at [email protected].

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 provisions of these Terms relating to: IP Rights Granted in Content; Intellectual Property Rights, Ownership and Grants; Aggregate Stats; Fees and Payment; Indemnity; Limitation of Liability; Disclaimer of Warranties and Conditions; Governing Law and Dispute Resolution; Severability and Waiver; Notice; and this Survival clause, any other provisions which by their nature should survive, shall continue to apply after termination of your rights of use.

Fees and Payment

Fees.

In each case where you develop Brand Content and give input on Derivative Brand Content, upon receipt of the applicable fees from Client and Client's approval of your contributions, we will release the fees to you. You understand that you are not entitled to any royalty payments or any other contingent payment in respect of your provision of content for Client or any Feedback.

Whitelisting Fee. For each approved campaign, Icon will pay you the Whitelisting Fee shown in the Portal (or your elected Campaign Likeness Pack) upon (i) campaign approval in the Portal and (ii) Icon's receipt of corresponding Client funds. Icon is not obligated to advance or guarantee payment prior to receipt of Client funds.

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.

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:

• third-party materials;
• 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.

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, WE WILL NOT BE LIABLE BEYOND $100 USD. 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, 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.

ICON MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO YOUR SUITABILITY FOR ANY CLIENT OR CLIENT'S SATISFACTION WITH YOUR CONTENT.

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 CLIENTS' 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 HOW A CLIENT MAY TREAT THE CONTENT YOU HAVE GENERATED, OR PASS COMMENTARY ON SUCH CONTENT.

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 AGREED TO PROVIDE.

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 this Agreement, 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 in the city of San Francisco, by 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 and 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 in respect of the Services, offer or allow any Subcontractors to provide from, (a) any United States embargoed countries, or (b) 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: [email protected].

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 [email protected] or find more information about us visiting https://icon.com/