Date of Last Revision: January 23, 2024

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 YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND RELIEF AGAINST USON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF, CLASS MEMBER, CLASS REPRESENTATIVE, IN ANY MASS ACTION AND YOU WILL NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW OTHER THAN SMALL CLAIMS COURT.

ANY INFORMATION OR CONTENT (AS DEFINED BELOW) PUBLICLY POSTED OR PRIVATELY TRANSMITTED THROUGH THE SERVICES IS THE SOLE RESPONSIBILITY OF THE PERSON FROM WHOM SUCH CONTENT ORIGINATED. YOU ACCESS ALL SUCH INFORMATION AND CONTENT AT YOUR OWN RISK. WE AREN’T LIABLE FOR ANY ERRORS OR OMISSIONS IN THAT INFORMATION OR CONTENT OR FOR ANY DAMAGES OR LOSS YOU MIGHT SUFFER IN CONNECTION WITH IT. WE CANNOT CONTROL AND HAVE NO DUTY TO TAKE ANY ACTION REGARDING HOW YOU MAY INTERPRET AND USE THE CONTENT OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT, AND YOU HEREBY RELEASE US FROM ALL LIABILITY FOR YOU HAVING ACQUIRED OR NOT ACQUIRED CONTENT
THROUGH THE SERVICES. WE CANNOT GUARANTEE THE IDENTITY OF ANY USERS WITH WHOM YOU INTERACT IN USING THE SERVICES AND ARE NOT RESPONSIBLE FOR WHICH USERS GAIN ACCESS TO THE SERVICES.

THE SERVICES WE PROVIDE ARE NOT INTENDED TO INVOLVE A SOLICITATION, OFFER, OPINION OR RECOMMENDATION BY ICONIC TO BUY OR SELL ANY ASSETS OR SECURITIES OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE YOU WITH ANY LEGAL, TAX, FINANCIAL, OR RELATED ADVICE OF ANY KIND AND ARE NOT INTENDED TO BE REPLACEMENTS FOR PROFESSIONAL, LEGAL, FINANCIAL OR OTHER ADVICE, AND YOU ARE ENCOURAGED TO SEEK PROFESSIONAL GUIDANCE IF AND WHEN YOU DEEM IT TO BE APPROPRIATE. YOU ARE SOLELY RESPONSIBLE FOR MAKING YOUR OWN DETERMINATIONS OF BUSINESSES’ VALUE AND THAT COUNTERPARTIES TO ANY TRANSACTION YOU ENTER INTO ARE SUITABLE. ICONIC ISN’T RESPONSIBLE FOR ENSURING THAT ANY INFORMATION A COUNTERPARTY
PROVIDES VIA THE SERVICES WE PROVIDE OR OTHERWISE TO ANY OTHER COUNTERPARTY IS ACCURATE OR UP-TO-DATE.

I. Acceptance of These Terms of Service

‍Iconic Business Technologies Incorporated (“Company,” “Iconic,” “we,” “us,” or “our”) provides access to our platform and related content and services to you (“End User”) through our website(s) located at https://www.iconic.co/ (the “Site”) and through our mobile applications and related technologies (“Mobile Apps,” and collectively, such Mobile Apps and the Site, the “Service”). The Service is intended to help connect you with, as applicable, interested buyers for your business (“Buyers”) or sellers of their businesses (“Sellers”). Buyers and Sellers are collectively referred to as End Users herein, and these Terms apply to both Buyers and Sellers, but there may be terms that are specific to one or the other, as expressly indicated herein. Iconic may, as part of the Services, provide certain information to facilitate or otherwise assist you in performing certain tasks related to the valuation, evaluation, assessment, analysis, purchase and/or sale of businesses.

Apps,” and collectively, such Mobile Apps and the Site, the “Service”). The Service is intended to help connect you with, as applicable, interested buyers for your business (“Buyers”) or sellers of their businesses (“Sellers”). Buyers and Sellers are collectively referred to as End Users herein, and these Terms apply to both Buyers and Sellers, but there may be terms that are specific to one or the other, as expressly indicated herein. Iconic may, as part of the Services, provide certain information to facilitate or otherwise assist you in performing certain tasks related to the valuation, evaluation, assessment, analysis, purchase and/or sale of businesses.

If you are a Seller and we execute a representation agreement, engagement letter or order form (“Order Form”), which shall be incorporated into and made a part of these Terms, you appoint and grant Iconic the exclusive right to represent your business to potential Buyers to sell some or all of its assets or stock, including rights, liabilities or property of any kind (a "Sale") for the entire Term specified in your Order Form. You hereby understand, agree and acknowledge that (1) these Terms and Services do not guarantee a sale of your business, (2) you are not now and shall not be restricted in any manner from any such Sale during the Term, and (3) if you become aware of any interested Buyers outside the Services or platform, you shall immediately notify Iconic of such interested Buyer, and shall remain obligated to pay Iconic the consideration for Services detailed in the applicable Order Form, including any success fee and/or retainer. We do not offer refunds on fees/payments at this time. In addition, you shall not attempt to create an account for the purpose of identifying prospective Sellers or Buyers and pursuing or completing Sales outside the Services without payment to Iconic.

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 Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of 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.

The information provided by Company, along with the content of our Service related to legal, tax, financial and other matters ("Information") is provided for your use only, but does not constitute legal, tax, financial or other advice regardless of whether you specifically solicited the information or advice, or otherwise. You understand and acknowledge that the Company is not an attorney, financial planner, appraiser, investment adviser or broker dealer, and that its website, templates, and forms are not a substitute for advice from such professionals. We do not (i) review any information provided to us for accuracy or sufficiency, or (ii) restrict you from making your own legal or business conclusions.

We respect the privacy of our users. For more information please see our Privacy Policy (the “Privacy Policy”) by visiting the “Privacy Policy” link on the Service. By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein. Subject to our privacy procedures as described in the Privacy Policy, Company may work with one or more third party providers to access and retrieve your account information.

II. Access and Use of the Service

1. Service Description
   a. Software Product: The Service includes a software-as-a-service product. The Service allows the End User to share information that the End User has uploaded to or created using the Service, and/or to access information that other End Users have shared.
   b. No Tax Advice: We do not provide tax advice. Any information regarding taxes in any communication from us is for general education and is not tax advice. We are not responsible for, and make no guarantee regarding, the accuracy or validity of any tax information obtained through our Service. Although we do not provide any tax advice, we do provide this disclosure pursuant to Internal Revenue Service Circular 230: “We inform you that any U.S. federal tax advice contained in any communication from us is not intended or written to be used, and cannot be used, for purposes of (a) avoiding penalties under the Internal Revenue Code or (b) promoting, marketing, or recommending to another person any matters addressed therein.”
   c. No Financial Advice. We do not provide financial advice. Any financial information presented through the Service is for educational purposes only, and is not financial advice. We are not responsible for, and make no guarantee regarding, the accuracy or validity of any financial information obtained through our Service.
2. Service Use: You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any purposes, any portion of the Service, use of the Service, or access to the Service.
3. “As Is” Status: By accepting these Terms of Service or using the software as a service, you understand and acknowledge that the Service is being provided and made available on an “As Is” or “As Available” basis. The Service may contain bugs, errors, and other problems. Company strongly recommends that you back up all data and information prior to using the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY
   EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. In addition, Company is not obligated to provide any maintenance, technical, or other support for the Service.
4. Your Registration Obligations: You may be required to register with Company or provide information about yourself (e.g., name and email address) 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. If you are
   under eighteen (18) years of age, you are not authorized to use the Service, with or without registering.
5. Member Account, Login, and Security: You are responsible for maintaining the confidentiality of your login and account details, if any, and are fully responsible for any and all activities that occur under your login or account. You agree to (a) immediately notify Company of any unauthorized use of your login 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. Company will not be liable for any loss or damage
   arising from your failure to comply with this paragraph.
6. Modifications to Service: Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof including beta services) with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service (or any part thereof).

‍III. Conditions of Access and Use

1. 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 Company, 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”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, as determined by Company in its 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:
   a. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene,
   pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Company, is objectionable or restricts or inhibits any other person from using or enjoying the Service, or may expose Company or its users to any harm or liability of any type;
   b. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
   c. violate any applicable local, state, national, or international law, or any regulations having the force of law;
   d. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
   e. solicit personal information from anyone under the age of eighteen (18);
   f. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
   g. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
   h. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
   i. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
   j. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
   k. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
2. Links: The Service may contain links to third party resources and businesses on the Internet, called here "links" or "Linked Site(s)." Those links are provided for your convenience to help you identify and locate other Internet resources that may be of interest to you. We do not control, endorse or monitor the contents of any Linked Site. These Terms of Service do not cover your interaction with Linked Sites. You should carefully review the terms and conditions and privacy policies of any Linked Sites.
3. Competitors: No employee, independent contractor, agent, or affiliate of any competing services company is permitted to view, access, or use any portion of the Service without express written permission from Company. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Company or any of its affiliates, or acting on behalf of a competitor of Company in using or accessing the Service.
4. Product Improvement and Aggregated Statistics: You agree that Company has the right to aggregate, collect and analyze your data and information relating to your use of the Service and shall be free to use such data and other information to improve Company’s products and services, including the training, evaluation, tuning and testing of any Company model based on artificial intelligence (AI) technology, such as large language models (“LLMs”), and to disclose any aggregated or otherwise anonymized data resulting therefrom.
5. Cooperation: You may be asked to provide feedback regarding your use of the Service. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”) provided by you to Company is non-confidential. Company 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, and you hereby assign to Company all right, title, and interest (including all intellectual property rights) in and to such Submissions.

V. Mobile Services and Software

1. Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Company and other entities by SMS, MMS, text message, or other electronic means to your mobile device, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number.
2. Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Company, 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 Company.
3. Special Notice for International Use; Export Controls: Company is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. 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, are 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 or using the Software is at your sole risk.

V. Intellectual Property Rights; Uploads

1. 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 Company, 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.
2. Trademarks: The Company name and logos are trademarks and service marks of Company (collectively the “Company Trademarks”). Other company, 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 Company. 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 Company Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks
   will inure to our exclusive benefit.
3. Third-Party Material: Under no circumstances will Company 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 Company does not pre-screen content, but that Company 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, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, 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.
4. User Content: You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein, and that any User Content you provide contains only true, correct, accurate, complete and not misleading statements, and does not fail to include any information that would make the statements made not misleading. You hereby grant Company and its affiliated companies, 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 connection with the operation of the Service in any form, medium or technology now known or later developed. 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.
   a. You hereby authorize Company and its Third-Party Service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use
   Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
   b. You acknowledge and agree that Company may preserve User Content, use such User Content in accordance with these Terms, 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 Company, 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.
5. Copyright Complaints: Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Company of your infringement claim in accordance with the procedure set forth below. Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright
   infringement should be emailed to Company’s Copyright Agent at legal@iconic.co (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at: Attn: Legal, 8605 Santa Monica Blvd PMB 55589, West Hollywood 90069.
   To be effective, the notification must be in writing and contain the following information:
   a. a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
   b. identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
   c. identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the
   Service, with enough detail that we may find it on the Service;
   d. your address, telephone number, and email address;
   e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
   f. a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
6. Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
   a. your physical or electronic signature;
   b. identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or
   disabled;
   c. a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification
   of the content to be removed or disabled; and
   d. your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the United States District
   Court for the Central District of California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
   If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that party that Company may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Company or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
7. Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, the accounts of users who are deemed to be repeat infringers. Company may also, at its sole discretion, limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

VI. Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Company, its affiliates, and its and their respective officers, employees, directors, service providers, licensors and agents (collectively, the “Company 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. Company will provide notice to you of any such claim, suit, or proceeding. Company 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 Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without Company’s written consent.

VII. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY 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 COMPANY 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. THE COMPANY PARTIES SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE.

VIII. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY 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 OF DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) ANY MODIFICATIONS, ALTERATION, OMISSION, DELETION, OR INSERTION YOU MAKE TO ANY

DOCUMENTS, WORK PRODUCT, OR INFORMATION PRODUCED BY OR RELATED TO THE SERVICE; (F) THE FAILURE TO CONSULT WITH A LICENSED ATTORNEY, ACCOUNTANT, AND OTHER LEGAL AND FINANCIAL ADVISORS PRIOR, DURING, AND AFTER THE USE OF THE SERVICE; OR (G) ANY OTHER MATTER RELATING TO OR RESULTING, DIRECTLY OR INDIRECTLY, FROM THE SERVICE. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY 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. 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 YOUR RESIDENCE. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF YOUR RESIDENCE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE
SECTIONS.

IX. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate.
   This section titled “Dispute Resolution by Binding Arbitration” is referred to in these Terms of Service as the “Arbitration Agreement.” You and Company agree that any and all disputes or claims that have arisen or may arise between you and Company, 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 you and Company, 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 Company 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, unless you proceed in small claims court. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Prohibition of Class and Representative Actions and Non-Individualized Relief.
   YOU AND COMPANY 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 COMPANY 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.
3. Pre-Arbitration Dispute Resolution.
   Company 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 help@iconic.co. 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 Company should be sent to legal@iconic.co (“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 Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
4. Arbitration Procedures.
   Arbitration will be conducted by a single neutral arbitrator in accordance with the JAMS’ Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS' Streamlined Arbitration Rules and Procedures, in any case as modified by this Arbitration Agreement. The place of arbitration will be Los Angeles, California. For information on the JAMS, please visit its website, http://www.jamsadr.org. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If there is any inconsistency between any term of the JAMS 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 Company 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 JAMS. If your claim is for $10,000 or less, Company 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 JAMS Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the JAMS 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.
5. Costs of Arbitration.
   Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, provided that if your claim for damages does not exceed $75,000 then we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Any payment of attorneys’ fees will be governed by the JAMS Rules.
6. 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.
7. 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.
8. Future Changes to Arbitration Agreement.
   Notwithstanding any provision in these Terms of Service to the contrary, Company 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 Company 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).

X. Termination

You agree that Company, 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 Company 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. Company 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 Company 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 Company will not be liable to you or any third party for any termination of your access to the Service.

XI. Disputes With Other Users

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

In the event that you have a dispute with one or more other users, you release Iconic, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

XII. General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Company governing your access and use of the Service, and supersede any prior agreements between you and Company 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 Company submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California. The failure of Company 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 Company, but Company 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 Site. Company 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 Company’s reasonable control.

XIII. Questions? Concerns? Suggestions?

Please contact us at help@iconic.co or Iconic Business Technologies, 8605 Santa Monica Blvd PMB 55589, West Hollywood 90069, to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.