Terms of Service / Public Offer Agreement – ICON WOMAN CLUB


1. Parties to the Agreement

This Public Offer Agreement (the “Agreement”) is entered into by and between 12410842 Canada Inc., duly registered under the laws of Canada and having its principal place of business at 36 blue jays way, Toronto, Ontario, M5V 3t3 (hereinafter referred to as the “Company”), on the one hand, and any individual or legal entity accepting the terms of this Agreement by registration, payment, or otherwise (hereinafter referred to as the “User”), on the other hand.
The Company and the User are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

2. General Terms

By registering, signing up, submitting information, or making payment for membership in ICON WOMAN CLUB (the “Club”) via the Company’s website at https://thebrandcodes.com/icon-woman-club or through other designated channels, the User confirms full and unconditional acceptance of the terms and conditions set forth in this Agreement and agrees to be legally bound by them.

3. Services

The Company provides access to ICON WOMAN CLUB – a private, women‑only online ecosystem designed to support personal and professional growth through structured systems. The Club includes, but is not limited to:
  • The Welcome Hub for guided onboarding;
  • Monthly Themes focusing on core areas such as Leadership, Visibility, Confidence, and Money;
  • Weekly Challenges (outer and inner) to create measurable progress;
  • ICON Points & Rank System that rewards participation and consistency;
  • ICON Houses – smaller accountability groups within the community;
  • ICON Economy – internal opportunities for collaboration, skill exchange, visibility, and paid roles.
A detailed description of the Club’s structure and features is available on the official presentation page. Membership grants access to the Club’s platform and community for the duration of the chosen plan, subject to the terms of this Agreement.
4. Membership Plans and Pricing
The Company offers the following membership plans:

Plan

Duration

Price

Description

ICON

Monthly

$49.99

Recurring monthly payment; includes full access to all Club features.

ICON – 6 months

6 months

$249

One‑time payment for six months of access; 15% discount.

LEGACY – 12 months

12 months

$449

One‑time payment for twelve months of access; 24% discount.

All prices are in USD. The Company reserves the right to change the pricing for future memberships. Current members will retain the price applicable at the time of sign‑up for the duration of their paid period. “Founding Member” rates are guaranteed until the Company announces a price increase.

5. Payment and Refunds

5.1 Payment Terms
  • For monthly plans, payment is due at the beginning of each billing cycle. Membership automatically renews each month unless cancelled by the User prior to the renewal date.
  • For 6‑month and 12‑month plans, full payment is required upfront. These plans do not automatically renew unless otherwise stated at the time of purchase.
5.2 Default on Payment
If a scheduled payment fails (e.g., due to expired credit card or insufficient funds), the Company reserves the right to immediately suspend or terminate the User’s access to the Club. Any amounts already paid shall be retained by the Company as compensation for the value of services already rendered.

5.3 Cancellation and Refunds
  • Monthly plans: The User may cancel their subscription at any time through their account settings or by contacting info@thebrandcodes.com. Cancellation stops future charges, but access continues until the end of the current paid month. No refunds are given for partial months.
  • 6‑month and 12‑month plans: Because these plans provide immediate access to digital content and community, refunds are generally not issued. In exceptional circumstances (e.g., a proven technical issue preventing access that the Company cannot resolve), the Company may consider a pro‑rata refund for the unused portion of the membership, calculated from the date of the written refund request. Any refund, if approved, will be processed within 45 calendar days and is subject to deduction of all applicable bank and payment system fees.
  • To request a refund, the User must send a written explanation to info@thebrandcodes.com. The Company will review the request within 30 calendar days.
  • No refund will be given if the User has violated any term of this Agreement, including the Code of Conduct (Section 6).
5.4 Membership Pause
The Company offers members the option to temporarily pause their membership under the following conditions:
  • For 6‑month and 12‑month plans: The User may request a one‑time pause of up to 30 consecutive days during the membership term. The request must be submitted at least 7 days in advance to info@thebrandcodes.com. During the pause, access to the Club platform and community is suspended, and no points or progress are recorded. The membership term will be extended by the number of days paused.
  • For monthly plans: The User may request a one‑time pause of up to 14 consecutive days within any 30‑day period. The request must be received at least 3 days before the next billing date. During the pause, access is suspended, and the next billing date will be delayed by the pause duration. Only one pause is permitted per calendar month.
  • Pause requests are subject to approval and must be made while the account is in good standing. Abusive use of the pause feature may result in denial of future requests.

6. User Obligations and Code of Conduct

6.1 Accurate Information
The User agrees to provide true, accurate, and complete information during registration and to keep it updated.

6.2 Confidentiality and Intellectual Property
All content provided within the Club – including but not limited to videos, written materials, challenge descriptions, frameworks, and internal discussions – is the exclusive property of the Company or its licensors. The User agrees not to copy, share, redistribute, record, or publicly disclose any such content without prior written consent from the Company.

6.3 Conduct Within the Community
The Club is a respectful, supportive environment. The User agrees to:
  • Treat all members with dignity and respect;
  • Refrain from harassment, hate speech, discrimination, or any form of bullying;
  • Avoid spamming, self‑promotion outside designated areas, or soliciting members for business without permission;
  • Comply with any additional community guidelines posted within the Club.
6.4 Reputation Protection
If the User engages in conduct that damages or could damage the reputation of the Club or the Company (including but not limited to making disparaging public statements based on distorted facts, or leaking internal Club content), the Company reserves the right to immediately terminate the User’s access without a refund and pursue any available legal remedies.

7. ICON Economy and Internal Opportunities

The Club may offer members access to internal roles, paid opportunities, skill exchanges, and collaboration possibilities (collectively, “Internal Opportunities”). The User acknowledges and agrees that:
  • Participation in Internal Opportunities is discretionary, not guaranteed, and may be subject to additional criteria (e.g., rank, activity level).
  • Any arrangements entered into between members (such as collaborations, service contracts, or payments) are strictly between the members themselves. The Company is not a party to such arrangements and disclaims all liability arising from them.
  • The Company may modify or discontinue any aspect of the ICON Economy at any time without prior notice.
8. Limitation of Liability and Disclaimer

  • No guarantees of results: The Company provides tools, environment, and community support, but does not guarantee any specific financial, professional, or personal outcomes. Success depends on the User’s own efforts, commitment, and external factors beyond the Company’s control.
  • “As is” basis: All Club materials and services are provided “as is” without warranties of any kind, either express or implied.
  • Technical issues: The Company is not liable for technical failures on the User’s side, interruptions caused by third‑party platforms, or problems resulting from incorrect information provided by the User.
  • Maximum liability: To the fullest extent permitted by law, the Company’s total liability arising out of or in connection with this Agreement shall not exceed the amount paid by the User during the twelve (12) months preceding the claim.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

10. Acceptance

BY COMPLETING THE PAYMENT FOR MEMBERSHIP IN ICON WOMAN CLUB, THE USER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PUBLIC OFFER AGREEMENT.