Last updated December 18, 2012
1. INTRODUCTION.
IZEA, Inc. (IZEA) provides you, and, if applicable, your Affiliates, access to its online marketplace at www.sponsoredtweets.com (“Marketplace”), which allows Advertisers to compensate TWTERS for creating and distributing unique content (the “Service”) subject to your acceptance of and compliance with these terms of service (the “Terms of Service” or the “Agreement”). If you do not agree to these Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.sponsoredtweets.com.
In this Terms of Service, (i) “Advertiser” means collectively any person or entity who participates in the Service and deposits money into the Marketplace, (ii) “Twitter” means the free social networking and micro-blogging service www.twitter.com that enables users to send 140 character updates, known as “TWEETS”, (iii) “TWTER” means collectively any person who participates in the Service and receives compensation for creating content or sending content in the Marketplace, and (iv) “Affiliate” means any entity or person that directly or indirectly controls any Advertiser or TWTER, and the term “control” with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement or other influence. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you enroll as a TWTER or Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the “Term”).
1.1. OPPORTUNITIES.
Participating Advertisers create and list opportunities (“Opportunities”) in the Marketplace located on the www.sponsoredtweets.com site, which offer TWTERS the chance to receive compensation from the Advertiser in exchange for creating TWEETS which comply with the requirements set forth in the Opportunity. Each Opportunity listing contains a description of the desired TWEET (herein referred to as the “Requirements”) and the compensation to be paid by the Advertiser. The Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified compensation to the TWTERS.
1.2. AFFILIATE OPPORTUNITIES.
IZEA SWAY offers opportunities as a part of our participation in several affiliate networks. SponsoredTweets facilitates the payment of advertising fees earned on IZEA SWAY opportunities.
Participation in the IZEA SWAY program is optional and is offered with conditions that must be followed to remain in the program. Failure to follow the IZEA SWAY guidelines will result in TWTER being immediately removed from the program and any earnings generated in the past, present or future will be kept by IZEA.
- Opportunities may not always be available or may be offered to a limited set of TWTERS.
- Opportunities must be presented appropriately, inappropriate tweets will be removed by TWTER at IZEA’s request. Opportunities cannot be presented in such a way as to:
- promote or contain sexually explicit materials;
- promote violence or contain violent materials;
- promote or contain libelous or defamatory materials;
- promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote or undertake illegal activities;
- include any trademark of IZEA or or its affiliate partners; or
- otherwise violate intellectual property rights.
- Successful completion of an IZEA SWAY opportunity is defined as: IZEA receives an advertising fee payment from one of the affiliate networks based on a completed order that was generated by the TWTER’s traffic.
- Payment for successful completion of an IZEA SWAY opportunity will be made in the month following the payment to IZEA by the affiliate network. Payment will be deposited into TWTER’s SponsoredTweets account.
- Returns of completed orders may result in a negative advertising fee which will be withheld from TWTER’s future earnings until balance is restored at $0 of advertising fees.
IZEA is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to amazon.com.
1.3. REVIEWS & APPROVALS.
While IZEA may assist in reviewing and identifying TWTER’s TWEETS that violate an Opportunity’s Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular TWEET is entitled to the set compensation so long as the Advertiser observes the requirements of Section 2.6 of this Agreement. TWEETs which do not comply with the requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity.
www.sponsoredtweets.com is a Marketplace for Advertisers and TWTERS. IZEA does not review any TWEETS or Opportunities. Once a TWEET to an opportunity has been agreed upon and submitted by a TWTER, an Advertiser has three (3) days to respond with any requested modifications or to reject the TWEET. Failure to do so will result in automatic approval of the TWEET and result in automatic, non-refundable payment to the TWTER. Final approval and payment to the TWTER will occur within twenty-four (24) hours from the successfully submitted TWEET. IZEA will automatically check for the TWEET and make payments on Advertiser’s behalf to TWTER.
2. ADVERTISER SPECIFIC TERMS.
This Section 2 applies only to Advertisers participating in the Marketplace.
2.1. TRANSPARENCY & DISCLOSURE.
IZEA requires full disclosure by all Marketplace participants. Any attempt to instruct, coerce or manipulate a TWTER into hiding the commercial relationship between you and the TWTER may result in removal from the system. Advertiser agrees to comply with Our Advertiser Code of Ethics, the Federal Trade Commission’s Staff Opinion Letter dated December 7, 2006, and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act and the Federal Trade Commission’s Endorsement Guidelines.
2.2. PAYMENTS.
Advertiser agrees to pay SponsoredTweets all charges to Advertiser’s account for the Service in accordance with these Terms of Service. If SponsoredTweets does not receive timely payment or if Advertiser exceeds prepayment hereunder: (i) Advertiser will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) Advertiser agrees to pay all amounts due on your account upon demand, and (iii) SponsoredTweets reserves the right to either suspend or terminate an Advertiser’s account with SponsoredTweets, including deletion of your Opportunities from the Services. Any fees for the Services which are charged to Advertiser account, as well as the initial and all deposit(s), are non-refundable. Advertiser agrees to submit any disputes regarding any charge to your account in writing to SponsoredTweets within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Advertiser’s account becomes inactive for six months a charge of $100.00 per month will be charged against the Advertiser’s balance and will continue to charge each month until the Advertiser’s balance reaches $0. In the event Advertiser’s account becomes inactive for nine months the balance in the account will be charged as an inactive fee. The inactive period will begin upon the completion of an Advertiser’s post or Tweet sponsorship opportunity, Cost Per Click (“CPC”) or Cost Per Action (“CPA”) program. If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by SponsoredTweets in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser shall pay such taxes to ensure that SponsoredTweets receives the full amount invoiced to you without offset or deduction. Advertiser agrees to promptly (i) update all information to keep your account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify SponsoredTweets in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify SponsoredTweets in writing if your credit card is canceled. Upon termination, suspension or discontinuation of the Service or Advertiser’s participation therein, all outstanding payment obligations incurred by Advertiser under the Service will become immediately due and payable.
2.3. CREDIT CARD CHARGES.
Advertiser authorizes IZEA to charge Advertiser’s credit card (as provided by you) for all charges to your account. Advertiser’s non-termination or continued use of the Service reaffirms that IZEA is authorized to charge Advertiser’s credit card. IZEA may submit those charges for payment and you will be responsible for such charges. IZEA reserves the right to modify, suspend or terminate the required method of payment for use of the Service at any time, although any pending Opportunities will be completed using the method current when you listed the Opportunity. If IZEA modifies the terms of the method of payment as outlined in this Section 2.3, the modifications will be reflected in an updated version of the Agreement posted on the IZEA Website. If you do not consent to such modified terms, you must immediately discontinue use of the Marketplace. Advertiser’s continued enrollment after any modifications constitutes your acceptance of the terms of the method of payment as modified. Advertiser determines a maximum amount for charges to your account for each Opportunity subject to the provisions below. When you list an Opportunity, and for each Opportunity thereafter, Advertiser pre-authorizes IZEA to charge your credit card up to the maximum amount that you specify plus any overages. Notwithstanding the total amount you anticipate for an Opportunity, if TWEETS are properly made by TWTERS within the criteria specified in your Opportunity listing in excess of your anticipated amount, you also authorize IZEA to charge your credit card for the additional amount. IZEA will send Advertiser a notification to the e-mail address associated with your account after each pre-authorized transaction to notify you that your account has been replenished and your credit card charged. Such charges should appear on the periodic statement sent to you by the provider of your credit card. You understand that all of your Opportunities may be taken offline if your credit card does not allow additional charges or rejects any charges made to it by IZEA in which your account equals or exceeds your budget amount. Unless Advertiser or IZEA discontinues your enrollment or participation in this Payment Plan, you understand that this pre-authorization is valid until the termination of the Agreement or the applicable Master Agreement with IZEA. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your pre-authorization.
Featured Users services are pre-paid for 1 month periods, there will be no refunds and no partial month credits will be given. Service may be terminated by Advertiser with 30 days notice.
2.4. APPROVAL OF TWTER’S TWEETS.
Advertiser is required to review TWTER’s TWEETS for compliance with the criteria set forth in the Opportunity as set forth in Section 1.2.
2.5. MANAGEMENT FEE.
If Advertiser chooses to have IZEA select TWTERS or review TWEETS a 5% management fee will be added to their campaign.
2.6. OPPORTUNITY AND TWEET INFORMATION.
Advertiser agrees that IZEA is not responsible for any aspect of Advertiser’s content or product to be TWEETED about by IZEA contracted TWTERS. Advertiser represents, warrants and covenants that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users’ location, (iii) your Website does not contain any IZEA owned or licensed content, except pursuant to a separate signed agreement with IZEA. You acknowledge that IZEA TWTERS are independent third-parties and not directly controlled by IZEA. As a consequence, any TWEETS of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Advertiser specifically acknowledges and agrees that IZEA has no control over any TWEETS that may be available or published, and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such TWEETS are appropriate or acceptable to you.
2.7. TWEET DISPUTES.
Advertiser agrees that so long as a TWTER has met the requirements as outlined in your Opportunity you will not deny payment. Advertiser may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the TWTER. Payment will be made to the TWTER unless the TWTER has violated the terms of this Agreement or the specific terms of your Opportunity as stated in writing.
3. TWTER SPECIFIC TERMS.
This Section 3 applies only to TWTERS participating in the Marketplace.
3.1. TRANSPARENCY & DISCLOSURE.
TWTERS participating in the IZEA Marketplace must clearly disclose in their TWEETS the relationship between themselves and the Advertisers in connection with Opportunity-related TWEETS. IZEA requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the TWTER and the Advertiser. IZEA reserves the right to review and monitor the disclosure practices of all TWTERS who participate in the Marketplace and to either require greater levels of disclosure (in the event that IZEA determines in its sole discretion that current disclosure practices are inadequate) or remove the TWTER from the Marketplace (in the event of inadequate disclosures). TWTER agrees to comply with Our Code of Ethics, the Federal Trade Commission’s Staff Opinion Letter dated December 7, 2006, and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act and the Federal Trade Commission’s Endorsement Guidelines.
3.2. FULFILLMENT OF COMPENSATION.
TWTER acknowledges and agrees that the obligation to compensate TWTER for Opportunity-related TWEETS resides with the Advertiser, not IZEA. IZEA merely facilitates such compensation on behalf of the Advertisers. TWTER waives any and all claims or rights of action against IZEA relating to the failure of an Advertiser to compensate TWTER in connection with an Opportunity-related TWEET. In addition, TWTER acknowledges that TWTER is: (i) not an employee of IZEA, (ii) responsible for the payment of all federal, state and local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations. TWTER further acknowledges that in the event TWTER’s account becomes inactive for six months a charge of $5.00 per month will be charged against the balance and will continue to charge each month until the balance reaches $0. This fee, if charged, is non-refundable. In the event TWTER’S account becomes inactive for nine months, the balance in the account will be charged as an inactivity fee. You agree that all earnings will be forfeited if your account is terminated for any reason, or if SponsoredTweets discontinues providing the Service.
3.3. TWTR ELIGIBILITY.
In order to participate in the IZEA Marketplace, TWTER must register your Twitter account with IZEA and meet the minimum eligibility requirements. IZEA will not accept certain TWTERS as determined by IZEA in its sole discretion.
- English Only. All TWEETS relating to IZEA Opportunities must be in the English language or such other language as is identified in the particular Opportunity.
- Original Content. The Opportunity-related TWEETS must be original content, unless otherwise specified in the particular Opportunity.
- Inappropriate Content. TWTERS submitted to the marketplace may not include or support: excessive profanity, violence, or racial intolerance, illicit drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.
3.4. GRANT OF USAGE LICENSE.
TWTR grants IZEA and the specific Advertiser purchasing the content a
worldwide, royalty-free, non-exclusive, sub-licensable, unconditional,
perpetual and transferable license to use, display, perform, reproduce,
republish, and distribute the content or any portion thereof in all forms of
media and through any media channels (now known or hereafter developed),
including but not limited to television, radio, print, Internet site and
other electronic communications.
OTHER TERMS AND CONDITIONS
4. ADVERTISER AND TWTER ELIGIBILITY.
You must be eighteen (18) years or older to register as an Advertiser or TWTER in the IZEA Marketplace. By registering in the IZEA Marketplace, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that we will use the information you provide in accordance with the terms of the IZEA Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms of Service. IZEA accounts are not transferable, assignable or resalable under any circumstances.
5. PROTECTION OF MINORS.
Children under the age of thirteen (13) may not be the target audience of IZEA Opportunities and IZEA strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children.
6. CONFIDENTIALITY.
“Confidential Information” means any information disclosed to an Advertiser or TWTER by IZEA, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by IZEA; (ii) becomes publicly known and made generally available after disclosure to you by IZEA other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by IZEA as shown by your files and records. Advertiser and/or TWTER shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Advertiser and/or TWTER agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Advertiser and/or TWTER may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give IZEA prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain IZEA’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to IZEA immediately upon IZEA’s request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent IZEA, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable IZEA Privacy Policy (as posted on or linked from the IZEA Website), the Agreement shall control. Advertiser and TWTER may not issue any press release or other public statement regarding the Agreement, IZEA, its parent and/or its affiliates without IZEA’s prior written consent.
7. UNAUTHORIZED USE.
Outside of an API provided by IZEA, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited.
8. PROVISION OF SERVICES.
IZEA is constantly innovating and changing its Service offering in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which IZEA provides may change from time to time without prior notice to you. You acknowledge and agree that IZEA may stop (permanently or temporarily) providing the Services (or any features or functionality within the Services) to you or to users generally at IZEA’s sole discretion, without prior notice to you. You and/or IZEA may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and IZEA shall not have any liability regarding such decisions. Sections 2 through 17 of these Terms of Service shall survive any termination of the Agreement.
9. REPRESENTATIONS AND WARRANTIES.
TWTERS and Advertisers participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of IZEA’s services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or TWEET: (a) do not violate any law, statute, ordinance, treaty or regulation or IZEA policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by IZEA, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
10. TRADEMARKS.
All IZEA graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of IZEA in the U.S. and/or other countries. IZEA’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing.
11. INDEMNIFICATION.
TWTERS and Advertisers participating in the Marketplace each agree to indemnify and hold harmless IZEA, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by IZEA to make your listings, results, and/or Services available in connection with third party Websites, TWEETS, blogs, postings, content, applications and/or e-mails (“Third Party Products”), and their respective officers, directors, agents, affiliates, and employees (each, an “IZEA Entity” and collectively, the “IZEA Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Service, any TWEETS, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by IZEA and/or any IZEA Entity, subject to IZEA and/or the IZEA Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against IZEA, and/or any IZEA Entity provided that you will not agree to any settlement that imposes any obligation or liability on IZEA and/or an IZEA Entity without IZEA’s prior express written consent.
12. WARRANTY DISCLAIMER.
ADVERTISER AND TWTER EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IZEA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR IZEA WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE IZEA WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY IZEA. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE IZEA WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT IZEA’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF IZEA’S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, IZEA’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13. LIMITATION OF LIABILITY.
ANY LIABILITY OF IZEA TO AN ADVERTISER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY ADVERTISER TO IZEA FOR THE SERVICES RELATED TO THE ADVERTISER’S MOST RECENT OPPORTUNITY (EXCLUDING AMOUNTS PAID BY ADVERTISERS TO TWTERS). IZEA SHALL NOT BE LIABLE TO TWTERS FOR DAMAGES OF ANY KIND ARISING OUT OF TWTER’S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL IZEA OR ANY IZEA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ADVERTISER AGREES THAT ADVERTISER WILL NOT HOLD IZEA RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON ADVERTISER’S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF IZEA OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IZEA’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
14. NOTICES.
IZEA may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to IZEA. It is your responsibility to ensure that your e-mail address and any other contact information you provide to IZEA is updated, current and correct. All notices to IZEA shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, IZEA, Inc., 1000 Legion Place, Suite #1600, Orlando, FL 32801 USA.
15. CHOICE OF LAW.
Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida. Any claim against IZEA v.4 arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.
16. ELECTRONIC SIGNATURES EFFECTIVE.
(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the “I Accept” button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the “I Accept” button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the “I Accept” button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.
17. MISCELLANEOUS.
The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and IZEA regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. IZEA shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertisers or TWTERS are employees of IZEA. Neither IZEA, Advertiser or TWTER shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without IZEA’s prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. IZEA and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by IZEA, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. IZEA may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by IZEA. IZEA reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by IZEA, you agree that you will direct all communications relating to the Service or your participation therein directly to IZEA and not to any other entity. The organization, specifications, structure or appearance of any IZEA property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.
