Terms of Service Agreement

Acceptance of These Terms of Service

Iconic Labs AI, Inc. (“Iconic Labs,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website located at iconiclabs.ai (the “Site”), our web application located at app.iconiclabs.ai (the “Platform”), and related technologies (collectively, the Site and the Platform, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, the Platform, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ICONIC LABS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy:

At iconiclabs.ai, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.iconiclabs.ai/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms:

In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time.  All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description:

Iconic Labs operates an online marketplace that connects brands, agencies, and other businesses (“Brands”) with independent AI filmmakers and creative studios (“Filmmakers”) to produce films, commercials, and other video content made with generative AI. Through the Service, Brands can post briefs and requests for proposals, discover Filmmaker profiles, hire Filmmakers, and manage projects, and Filmmakers can showcase their portfolios, submit proposals, and deliver work. Brands and Filmmakers can communicate, share files, and track milestones and payments in a shared project workspace. The Service also includes AI-powered features and optional connections to third-party advertising platforms, each described below. We may add, change, or remove features over time.

Your Registration Obligations

You may be required to register with Iconic Labs or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for business and professional use. If you register or use the Service on behalf of a company or other organization, you represent that you are authorized to accept these Terms of Service on its behalf, and “you” refers to that organization as well as to you. Accounts may be reviewed and approved by Iconic Labs before some or all features are available (for example, Filmmaker accounts must be approved before they can access the Service), and Iconic Labs may decline or revoke approval in its sole discretion.

Member Account, Password and Security:

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Iconic Labs of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Iconic Labs will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service:

Iconic Labs reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Iconic Labs will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage:

You acknowledge that Iconic Labs may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Iconic Labs or its third-party service providers’ servers on your behalf. You agree that Iconic Labs has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Iconic Labs reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Iconic Labs reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct:

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Iconic Labs, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). Iconic Labs reserves the right to investigate and take appropriate legal action against anyone who, in Iconic Labs sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.

You agree not to use the Service to:

• upload, create, share, or commission content that infringes or misappropriates anyone’s copyright, trademark, or other intellectual property, or their privacy or publicity rights, including by using a real person’s name, image, likeness, or voice without the necessary rights and consents;
• upload or share content that is unlawful, defamatory, harassing, hateful, sexually explicit, or that depicts or exploits minors;
• impersonate any person or entity, or misrepresent your identity, qualifications, portfolio, or affiliation;
• post fraudulent or misleading briefs, proposals, reviews, or profile information;
• send unsolicited advertising or spam to other users;
• upload viruses or other malicious code, interfere with or disrupt the Service, or access or scrape the Service by automated means except as we expressly permit; or
• violate any applicable law or regulation.

Fees:

To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Iconic Labs that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Iconic Labs or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Iconic Labs the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service.  If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Iconic Labs (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Iconic Labs know within sixty (60) days after the date that Iconic Labs charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change Iconic Labs prices. If Iconic Labs does change prices, Iconic Labs will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Iconic Labs option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Iconic Labs net income.

Payment Processing:

Notwithstanding any amounts owed to Iconic Labs here under, ICONIC LABS DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the  applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Except as described under “Payments Through the Service” below, Iconic Labs assumes no liability or responsibility for any payments you make through the Service.

Refunds and Cancellations:

Payments made by you hereunder are final and non-refundable, unless otherwise determined by Iconic Labs or provided in the Project Terms (defined below). You may cancel a subscription at any time from the billing settings in your account or by emailing us at hello@iconiclabs.ai; cancellation takes effect at the end of the current billing period, and you will not be charged again after that. Refunds of project funds are described under “Payments Through the Service” below.

Commercial Use:

You may use the Service for your own business purposes, including to hire, collaborate with, and be paid by other users as the Service is designed to allow. Unless otherwise expressly authorized herein or in the Service, you agree not to sell, resell, license, sublicense, frame, scrape, reproduce, or otherwise commercially exploit the Service itself or access to it, or use the Service to build a competing product or service.

Marketplace Terms

Iconic Labs Is a Marketplace:

Iconic Labs provides a venue for Brands and Filmmakers to find each other and work together. Iconic Labs is not a party to any agreement between a Brand and a Filmmaker, does not employ Filmmakers, and does not supervise, direct, or control their work. Filmmakers are independent businesses, not employees, agents, or contractors of Iconic Labs, and are solely responsible for their own work, tools, taxes, and compliance with applicable law. Iconic Labs does not guarantee the quality, timing, legality, or outcome of any project, or that any Brand or Filmmaker will complete a project. Profile information, portfolios, and the approval of an account are not an endorsement by Iconic Labs.

Project Terms:

When a Brand and a Filmmaker start a project on the Service, the project is governed by the project terms shown in the project workspace (the “Project Terms”), which set out the scope, milestones, payment, revisions, intellectual property, and cancellation terms for that project and take effect when the project is created. The Project Terms are an agreement between the Brand and the Filmmaker. Unless the Project Terms provide otherwise, the Brand owns the final deliverables upon receipt of full payment, and the Filmmaker retains its pre-existing tools, techniques, and working files. Filmmakers are responsible for complying with the terms of any AI tools they use and for holding the rights needed to grant the Brand the rights described in the Project Terms. If the Project Terms conflict with these Terms of Service as between the Brand and the Filmmaker, the Project Terms control for that project; nothing in the Project Terms expands Iconic Labs’ obligations or liability under these Terms of Service.

Platform Fees and Subscriptions:

Iconic Labs charges fees for use of the marketplace, which may include a platform fee deducted from amounts paid to Filmmakers for projects paid through the Service, payment processing fees, and optional paid subscription plans for Filmmakers that change the applicable platform fee and other account limits. The fees and plan prices in effect are shown in the Service, and the fee rate that applies to a project is fixed when that project is funded. The Fees section above applies to subscription plans, including automatic renewal and price changes.

Payments Through the Service:

When a project is paid through the Service, the Brand funds the project, or the portion of it then due, by card or another supported payment method, and the funds are collected and held through our Payment Processor on Iconic Labs’ behalf until they are released to the Filmmaker. Funds are released as the Brand approves milestones (and, where the Project Terms include an upfront deposit, once both parties have agreed to the Project Terms), less applicable fees. To receive payouts, Filmmakers must complete onboarding with our Payment Processor and agree to its terms. Held funds do not earn interest for either party. If a project is cancelled, funds not yet released are handled as set out in the Project Terms; funds already released to a Filmmaker, and deposits once work has begun, are not refundable. Iconic Labs may hold, delay, or reverse a payment where it reasonably suspects fraud, a chargeback, or a violation of these Terms of Service, or where required by law. All amounts are in U.S. dollars unless the Service states otherwise.

Payments Outside the Service:

Where the Service offers the option, a Brand and a Filmmaker may agree to handle payment for a project outside the Service. In that case Iconic Labs holds no funds for the project and has no responsibility for payment. Otherwise, you agree not to use the Service to find a Brand or Filmmaker and then move a project, follow-on work with the same party, or payment for either off the Service in order to avoid fees. Iconic Labs may suspend or terminate accounts that do so.

AI Features

The Service includes features that use artificial intelligence, including our assistant Optima, brief and website analysis, video analysis, and generated summaries, recommendations, drafts, and briefs (collectively, “AI Features”). To provide AI Features, content you provide or make available to the Service, such as briefs, messages, files, videos, websites you point us to, and data from connected accounts, may be processed by third-party AI providers acting on our behalf, as described in our Privacy Policy. Output from AI Features is generated automatically, may be inaccurate, incomplete, or inappropriate, and is not professional, legal, financial, or advertising advice. You are responsible for reviewing output before relying or acting on it. Where an AI Feature proposes an action, such as hiring a Filmmaker, approving a milestone, sending a message, or creating an ad, the action is taken only when you approve it, and you are responsible for the actions you approve.

Connected Advertising Accounts

The Service lets Brands connect advertising accounts they control on third-party platforms, such as Meta (Facebook and Instagram) and Google Ads. By connecting an account, you authorize Iconic Labs to access it with the permissions you grant during connection, including to read campaign structure, performance metrics, and ad creatives and copy them into the Service, and, where you use those features, to create ads in a paused state for your review and to pause ads at your request. Iconic Labs does not activate ads or change budgets on your behalf. You remain responsible for your advertising accounts, all advertising spend, and compliance with each platform’s terms and advertising policies. You may disconnect an account at any time in the Service or through the platform’s own settings. The “Third-Party Services and Websites” section below applies to these platforms.

Software

Ownership; Restrictions:

The technology and software underlying the Service or distributed in connection therewith are the property of Iconic Labs, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Iconic Labs.

Special Notice for International Use; Export Controls:

Iconic Labs is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Intellectual Property Rights

Service Content:

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Iconic Labs, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks:

The Iconic Labs name and logos are trademarks and service marks of Iconic Labs (collectively the “Iconic Labs Trademarks”). Other Iconic Labs, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Iconic Labs. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Iconic Labs Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Iconic Labs Trademarks will inure to our exclusive benefit.

Third-Party Material:

Under no circumstances will Iconic Labs be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Iconic Labs does not pre-screen content, but that Iconic Labs and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Iconic Labs and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Iconic Labs, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content:

You represent and warrant that you own, or have all rights and consents necessary to grant the license below in, your User Content, including all copyrights and rights of publicity contained therein. You hereby grant Iconic Labs and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service, (b) to develop and improve the Service and other Iconic Labs offerings, (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. We will not use User Content that you have not made publicly visible on the Service, such as briefs, project files, messages, and data from connected advertising accounts, under clause (c) without your permission. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Iconic Labs and its third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Iconic Labs are non-confidential and Iconic Labs will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Iconic Labs may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Iconic Labs, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may connect the Service to Third-Party Services, such as advertising platforms (see “Connected Advertising Accounts” above) and our Payment Processor. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Iconic Labs has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Iconic Labs, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Iconic Labs enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Iconic Labs will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Iconic Labs, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Iconic Labs Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Iconic Labs will provide notice to you of any such claim, suit, or proceeding. Iconic Labs reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Iconic Labs defense of such matter. You may not settle or compromise any claim against the Iconic Labs Parties without Iconic Labs written consent.

Disclaimer of Warranties

The Service displays content created and uploaded by users. Iconic Labs does not endorse that content, cannot guarantee its accuracy, completeness, legality, or suitability, and does not assume any liability for harm or offense caused by it. If you believe content on the Service violates these Terms of Service or the rights of others, please report it to us at hello@iconiclabs.ai.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE ICONIC LABS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE ICONIC LABS PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE ICONIC LABS PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ICONIC LABS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE ICONIC LABS PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ICONIC LABS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Iconic Labs, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Iconic Labs are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND ICONIC LABS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ICONIC LABS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Iconic Labs is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@iconiclabs.ai. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Iconic Labs should be sent to hello@iconiclabs.ai (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Iconic Labs and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Iconic Labs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Iconic Labs or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Iconic Labs is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Iconic Labs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Iconic Labs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Iconic Labs or you under the AAA Rules, Iconic Labs and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Iconic Labs will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Iconic Labs will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Iconic Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Iconic Labs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Iconic Labs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Iconic Labs believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Iconic Labs may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Iconic Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Iconic Labs will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Iconic Labs will have no liability or responsibility with respect thereto. Iconic Labs reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Iconic Labs governing your access and use of the Service, and supersede any prior agreements between you and Iconic Labs with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Iconic Labs submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles, CA. The failure of Iconic Labs to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Iconic Labs, but Iconic Labs may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Iconic Labs will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Iconic Labs reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Iconic Labs AI, Inc., +1 805-222-6305