Updated: October 25, 2026
Terms of use
Iconik Securities, Inc. (“Iconik,” “iconik”, “we,” “us,” “our”) provides its services (described below) to you through its website located at https://iconikapp.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Use (as amended from time to time, the “Terms”). We reserve the right, at our sole discretion, to change or modify portions of these Terms 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 were last updated. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms.
PLEASE READ THESE TERMS 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 ICONIK ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service or presented to you from time to time, including, without limitation, the Privacy Policy located at https://iconikapp.com/privacy-policy and any Program terms presented to you at enrollment (see “Programs” below). All such terms are hereby incorporated by reference into these Terms.
Access and Use of the Service
Services Description
The Service is designed to make it easier for investors to exercise their shareholder voting rights by letting you select or build a set of voting rules and having the Service apply those rules to the matters on your ballots to generate your voting instructions. The Service does not recommend voting choices, recommend investments, or opine on the suitability of voting choices. iconik is not your investment adviser, broker-dealer, proxy or fiduciary. It is up to you to monitor the voting instructions generated through the Service, which you use at your own risk.
Standing Voting Instructions
Your Voting Profile. The Service allows you to select template voting policies or to build a custom policy from individual voting rules (in either case, your “Voting Profile”). You may edit any rule in your Voting Profile at any time. No policy is preselected for you, and enrollment requires your affirmative selection. The Service may also make available policies authored by third-party policy managers; those policies are identified as such, and you adopt them only by your own election.
Your instruction to your Nominee. Your Voting Profile is your standing voting instruction to the broker, bank or other nominee through which you hold your shares (your “Nominee”). By adopting a Voting Profile, you direct your Nominee to implement your voting instructions for the securities in your account according to the rules you have selected, and to accept the account-level instructions generated from those rules through the Service. Your Nominee votes your shares in accordance with your instruction under its existing authority, as it would if you had entered the instruction yourself. The Service supports only securities held through a Nominee; it does not accept proxy cards for securities registered in your own name.
Enrollment authorization. At enrollment you give the following authorization, which you may revoke at any time by cancelling your enrollment: “I direct my broker, bank or other nominee to implement my voting instructions for eligible securities in my account according to the voting rules I have selected, and to accept the account-level instructions generated from those rules by iconik and transmitted through the voting channel my nominee has established. This authorization does not appoint iconik as my proxyholder or give it discretion as to how my shares are voted. Subject to applicable law, my nominee’s voting procedures and meeting deadlines, I may change or cancel my selection and override instructions for individual proposals at no charge.”
How instructions are generated. When a ballot for your account reaches the Service, whether you forwarded it or your Nominee or its proxy processor delivered it, the Service applies your Voting Profile to each matter on the ballot and generates the voting instruction your rules call for. iconik exercises no judgment or discretion as to how any matter should be voted. Every instruction is determined by rules you selected, including the default rule you selected for matters your other rules do not address.
How instructions are delivered. Your instruction is delivered to your Nominee through the channel your Nominee has established for receiving it: the voting platform your Nominee or its proxy processor has provided to you, using the control number assigned to your ballot, or a direct instruction feed where your Nominee or its proxy processor has arranged one. Where you forward ballots to the Service yourself, your instruction is submitted in the same form as if you had entered it on that platform. You choose whether instructions are transmitted automatically when generated or held for your review and approval before transmission.
iconik is not your proxy or voting agent. iconik is not your proxy and is not your agent for voting. iconik does not hold or seek the power to vote your shares, is not named as proxy on any proxy card or voting instruction form, does not vote on your behalf, and does not request that you give, withhold or revoke a proxy to anyone. The authorization you give at enrollment is a voting instruction to your own Nominee, not a proxy. Nothing in these Terms appoints iconik as proxyholder or gives it discretion as to how your shares are voted. iconik has no interest in the outcome of any vote and is not paid by any issuer, proponent or other soliciting person to influence how you vote, and receives no compensation from anyone that is contingent on how any vote is cast or on the outcome of any vote.
Your controls. You continue to receive all proxy materials and voting instruction forms from your Nominee. You may at any time, without any fee for doing so: review each generated instruction and the rule that produced it, before transmission if you have selected review mode and afterward in every case; override the instruction for any proposal through your Nominee’s standard voting channel before the voting deadline your Nominee or its proxy processor sets; change any rule; change or pause your Voting Profile; or cancel your enrollment by adjusting your account settings or, if you forward ballots to the Service yourself, by ceasing to do so. The Service keeps a searchable record of the instructions generated for your account.
Contested elections and extraordinary transactions. No rule in any Voting Profile generates an instruction for a contested director election (one in which a person other than the company solicits votes for its own nominees) or an extraordinary transaction requiring shareholder approval (such as a merger, acquisition, sale of substantially all assets, change of control, going-private transaction, reorganization, recapitalization, dissolution or similar transaction). For those matters you choose, at enrollment and at any time afterward, whether to instruct your Nominee to vote in accordance with the board’s recommendation or to vote them yourself through your Nominee’s standard voting channel. If you make no choice, no instruction is generated for those matters.
Programs. Your Nominee or its proxy processor may make the Service available to you as part of a standing voting instruction program (a “Program”). When you enroll through a Program: your Nominee has agreed to accept voting instructions generated through the Service for your account; ballots for your account are delivered to the Service by your Nominee or its proxy processor without further action by you; any Program terms presented to you at enrollment apply and, as to Program-specific authorizations, processing arrangements and voting procedures, control over these Terms to the extent of any conflict; and your Nominee’s existing responsibilities for voting securities held for you are unchanged.
Third-party systems. Transmission of instructions depends on voting platforms and processors iconik does not control. iconik does not guarantee that any instruction will be received, accepted or counted, that any ballot will be delivered to the Service in time to generate an instruction before the voting deadline, or that a revised instruction will be accepted after an earlier one has been transmitted; those matters depend on your Nominee and its proxy processor.
Your Registration Obligation
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 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.
Security
You agree to immediately notify Iconik of any breach of security when accessing the Service. Iconik will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service
Iconik reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Iconik 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 Iconik may establish general practices and limits concerning use of the Service, including without limitation 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 Iconik’s servers on your behalf. You agree that Iconik 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 Iconik reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Iconik reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services
The Service includes 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 through an application downloaded and installed on a mobile device (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. If you provide a mobile number and opt in to receive text messages, you agree that we may communicate with you about your account and the Service by SMS, MMS, text message or mobile push notification; message and data rates may apply, and you may opt out of text messages at any time by replying STOP. By using the Mobile Services, you agree that certain information about your usage of the Mobile Services may be communicated to us.
Conditions of Use
User Conduct
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Iconik. Iconik reserves the right to investigate and take appropriate legal action against anyone who, in Iconik’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, and suspending or terminating the account of such violators. You agree to not use the Service to: 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 racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Iconik, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Iconik or its users to any harm or liability of any type; 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; or violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18; 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; advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Commercial Use
Unless otherwise expressly authorized herein, in the Service, or in a separate written agreement with iconik, 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 commercial purposes, any portion of the Service, use of the Service, or access to the Service. Unless a separate written agreement with iconik provides otherwise, the Service is for your personal use. Investment advisers, policy managers and other representatives may access or administer accounts on the Service only under a separate written agreement with iconik.
No Recommendations or Investment Advice
Iconik provides voting instruction services, and does not make recommendations or offer investment advice or voting recommendations or advice of any kind. Iconik is not your investment adviser, broker-dealer or fiduciary. You are solely responsible for evaluating the merits and risks associated with any content provided through the Services, including tools that show how a voting policy votes or would have voted, before making any decisions based on such content. You agree not to hold Iconik liable for any possible claim for damages arising from any decision you make based on information made available to you through the Service or any third-party website.
Intellectual Property Rights
Service Content, Software and Trademarks
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 Iconik, 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 legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Iconik 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). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Iconik, our affiliates and our partners (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 Iconik.
The Iconik name and logos are trademarks and service marks of Iconik (collectively the “Iconik Trademarks”). Other Iconik, 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 Iconik. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Iconik Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Iconik Trademarks will inure to our exclusive benefit.
Third Party Material
Under no circumstances will Iconik be liable in any way for any content or materials of any third parties (including users), including, but not limited to, 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 Iconik does not pre-screen content, but that Iconik 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, Iconik and its designees will have the right to remove any content that violates these Terms or is deemed by Iconik, 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 Transmitted Through the Service
With respect to the content or other materials you upload through the Service or share with other users or recipients, including ballots and voting instruction forms you forward and the voting rules you select or author (collectively, “User Content”), you represent and warrant that you have the right to upload such User Content. You grant Iconik and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable license to copy, display, store, process, modify and otherwise use your User Content to operate, maintain, secure and improve the Service, to generate, transmit and keep records of your voting instructions, and to comply with law, for as long as Iconik retains the User Content. Iconik may create and use aggregated or de-identified data derived from use of the Service, including voting instructions and voting rules, in a form that does not identify you, for any lawful purpose, including research, benchmarking and the development and improvement of Iconik’s products and services, and may share such aggregated or de-identified data with third parties.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Iconik are non-confidential, and Iconik will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Iconik may preserve content and may also disclose 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; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Iconik, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints
Iconik 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 Iconik of your infringement claim in accordance with the procedure set forth below.
Iconik 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 Iconik’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address; 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; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
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:
your physical or electronic signature; 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; a statement 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; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern 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, Iconik will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy
In accordance with the DMCA and other applicable law, Iconik has adopted a policy of terminating, in appropriate circumstances and at Iconik’s sole discretion, users who are deemed to be repeat infringers. Iconik may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Iconik has no control over such sites and resources and Iconik is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Iconik 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 content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Iconik is not liable for any loss or claim that you may have against any such third party.
Connected Accounts. In some circumstances you may have the option to connect third-party accounts to the Service, such as an email account or a brokerage account, to allow the Service to receive your ballots, verify your holdings or transmit your instructions. By connecting an account you authorize Iconik to access and use information from it as described in the Privacy Policy. The third party’s own terms and privacy policy govern its handling of your information, and Iconik is not responsible for the availability, accuracy or conduct of any third-party service, or for any failure of the Service to receive information from a connected account. You may disconnect an account at any time, after which the Service will no longer receive information from it. Information already received is retained and used as described in the Privacy Policy, and disconnecting an account may prevent the Service from receiving your ballots or generating instructions.
Indemnity and Release
You agree to release, indemnify and hold Iconik and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including, but not limited to property damage, bodily injury, death or emotional distress) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms or your violation of any rights of another. The foregoing release and indemnification obligations will survive the termination of these Terms and your use of the Services. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
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. ICONIK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ICONIK MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) ANY VOTING INSTRUCTION WILL BE RECEIVED, ACCEPTED OR COUNTED BY YOUR NOMINEE, ITS PROXY PROCESSOR OR ANY OTHER THIRD PARTY.
Limitation of Liability
YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR AND AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH OTHER USERS, AND INDIVIDUALS YOU COME INTO CONTACT THROUGH THE SERVICES. ICONIK IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SERVICES OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER PARTICIPANTS OR USERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ICONIK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ICONIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) 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; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (V) ANY VOTING INSTRUCTION NOT GENERATED, TRANSMITTED, RECEIVED, ACCEPTED OR COUNTED BEFORE A VOTING DEADLINE BY REASON OF THE ACTS OR OMISSIONS OF YOUR NOMINEE, ITS PROXY PROCESSOR OR ANY OTHER THIRD PARTY, INCLUDING LATE OR DEFECTIVE DELIVERY OF A BALLOT; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
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, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “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 SHALL 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.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Iconik, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall 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, you and Iconik 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.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ICONIK 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 ICONIK 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).
Pre-Arbitration Dispute Resolution
Iconik 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 [email protected]. 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 Iconik should be sent to 1968 S. Coast Hwy #4225, Laguna Beach, CA 92651 (“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 Iconik and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Iconik may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Iconik or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Iconik is entitled.
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, http://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 as a court would. All issues are for the arbitrator to decide, including, but not limited to, 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 and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Iconik 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 shall be made by AAA. If your claim is for $10,000 or less, Iconik 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 shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
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. If the value of the relief sought is $75,000 or less, at your request, Iconik will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Iconik 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, Iconik 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.
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.
Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 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 shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Iconik 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 Services, you may reject any such change by sending Iconik 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 (or accepted any subsequent changes to these Terms).
Termination
You agree that Iconik, 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, without limitation, for lack of use or if Iconik believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Iconik 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 may be effected without prior notice, and acknowledge and agree that Iconik 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 Iconik 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 user in connection with the Service and Iconik will have no liability or responsibility with respect thereto. Iconik 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 constitute the entire agreement between you and Iconik and govern your use of the Service, superseding any prior agreements between you and Iconik with respect to the Service, other than any separate written agreement between Iconik and you or an organization acting on your behalf. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms 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 Iconik agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Alameda County, California. The failure of Iconik to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms 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 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 must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement 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 without the prior written consent of Iconik, but Iconik may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. 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 or other matters by displaying notices or links to notices generally on the Service.
Your Privacy
At Iconik, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
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 in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Iconik Securities, Inc.,2081 Center St., Berkeley, CA 94704
Questions? Concerns? Suggestions?
Please contact us at [email protected] to report any violations of these Terms or to pose any questions regarding these Terms or the Service.
Notice regarding Texas S.B. 2337
iconik does not independently issue voting recommendations. All voting instructions are generated by applying the policy rules each user has selected or authored to public meeting data. Where a user’s policy includes non-financial factors, or factors considered non-financial under Texas S.B. 2337, the voting instructions generated under that policy may reflect those factors and not solely the financial interests of the users who adopted it.
For more information, including how your voting policy is implemented, please log in to your iconik account.
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