Terms & Conditions
Updated July 14, 2017
In the Terms, (i) “Marketer” means any person or entity who participates in the Marketplace Services directly or by IZEA authorized personnel on behalf of Marketer for the purpose of creating Opportunities to use the services of a Creator, (ii) “Creator” means any person, entity or group that creates and distributes the sponsored social content and/or performs an action through their associated social networks (i.e. Twitter, Facebook, blogs, etc.) via the Marketplace and receives compensation for such content or action via the Marketplace, (iii) “Affiliate” means any authorized entity or person that directly or indirectly controls the transactions of the Marketer or Creator. 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, written agreement, title or other influence, (iv) “Opportunity” means a request by a Marketer for a Creator to create and/or distribute sponsored social content and/or perform an action through their social network. These Terms shall apply to all transactions conducted through the Marketplace.
Participating Marketers create and list opportunities ("Opportunities") in the Marketplace, which offer Creators the chance to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network. All Opportunities accepted by the Creator must comply with the requirements set forth by the Marketer (herein referred to as the "Requirements") in the Opportunity. Each Opportunity listing should contain a complete description of the requirements and the compensation to be paid by the Marketer. Once an Opportunity is accepted by a Creator, the Marketer is solely responsible for the review and approval of the Creator’s content within three (3) days of posting and for the payment of any compensation as stated in the Opportunity.
Marketers may present projects within the IZEA Marketplace for cost per click campaigns (“ContentAmp Project(s)”). Marketers, or IZEA at a Marketer’s request and direction, will select and upload a link to a digital article or feed to be promoted, and establish a fee to be paid out per click for promotion until the budget for the ContentAmp Project has been depleted or the ContentAmp Project ends.
Creators may participate in a ContentAmp project by following the instructions in the Marketplace. Participation in the project is subject to availability. Thirty (30) days after the ContentAmp Project expires, Creators whose participation was accepted within the timeframe and the allotted budget will receive payment. Amounts to be paid to Creators are based on IZEA’s internal click tracking system, which shall be the sole method of calculating clicks, and will not be limited by the source of such traffic. The logic behind IZEA’s click tracking system algorithm may be altered or updated at any time without notice to either Creators or Marketers. Fees will not be paid out in excess of a Marketer’s maximum ContentAmp Project budget.
IZEA may, at its discretion, review feeds or links submitted by a Marketer, but will not be responsible for the content or validity of same. IZEA is not responsible for the accuracy or compliance of Marketer- or Creator-supplied Content. Similarly, IZEA may review and approve Creators to participate in ContentAmp opportunities, but cannot guarantee specific creator types or categories, nor target particular audiences. Instead, IZEA will only review to ensure that Creators meet the minimum terms for participation in the IZEA Exchange platform.
Unless a Marketer indicates that it does not wish to participate in a ContentAmp Project (which can be accomplished by “stopping” the ContentAmp Project as indicated in the Marketplace), IZEA is authorized to offer any submitted articles for promotion by Creators and charge any Creator-earned click-based fees against the Marketer’s balance or to the method of payment associated with the Marketer’s account. These clicks may not be fully calculated and reconciled until the original end date of the Project, regardless of receipt of an earlier request to stop the Project.
In the event any budgeted funds are unused, the non-refundable remainder will be deposited into the Marketer’s account and applied to future transactions within the IZEA Marketplace, unless otherwise agreed to by the parties in writing (email is sufficient). Should the Marketer’s account balance at any time fall below the amount required to cover the funds of an active ContentAmp Project, IZEA is authorized to automatically charge such amounts to the method of payment associated with the Marketer’s account.
1.2. REVIEWS & APPROVALS
While IZEA personnel may assist in reviewing and identifying Creator's posts or actions that violate an Opportunity's Requirements and attempt to resolve disputes, Marketers in their sole discretion shall determine whether a particular Creator is entitled to the set compensation so long as the Marketer observes the requirements of Sections 3.5, 3.6 and 3.7 of this Agreement. IZEA reserves the right to review and reject Opportunities from Marketers that do not meet our Marketplace Guidelines. Posts which do not comply with the Requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity. Once an Opportunity and link to a post has been agreed upon and submitted by a Creator, a Marketer has three (3) days to respond with any requested modifications or to reject the post. Failure to do so will result in automatic approval of the link and result in automatic, non-refundable payment to the Creator as long as the link is active 30 days from approval. Final approval and payment to the Creator will occur if the link is active 30 days from approval and remains unaltered from the original approved submission. The IZEA Exchange will automatically check for active posts and make payments to the Creator on behalf of the Marketer. If the automated system fails to locate required elements, destination links and disclosure, no payment will be made to the Creator and funds for the Opportunity will be returned to the Marketer.
3. MARKETER TERMS
This Section 3 applies only to Marketers participating in the Marketplace.
3.1. TRANSPARENCY & DISCLOSURE
IZEA requires full disclosure by all Marketplace participants. More specifically, the connection between the Marketer and the Creator that would affect how people evaluate the Creator’s message should be disclosed. Any attempt to instruct, coerce or manipulate a Creator into hiding the commercial relationship between the Marketer and the Creator may result in immediate removal from the system. Marketer agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements, the Federal Trade Commission’s Dot-Com Disclosures (http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf), the Word of Mouth Marketing Association’s Influencer Handbook (https://womma.org/are-you-making-good-use-of-the-influencer-guidebook/)); and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act.
Marketer agrees to pay IZEA all charges made to Marketer’s account for agreed upon fees or use of the Marketplace Services in accordance with these Terms. If IZEA does not receive timely payment and the balance in the Marketer account is not enough cover agreed upon fees or Marketplace Services hereunder: (i) a charge will be made to the Marketer’s credit card or other preferred payment method for the balance owed, (ii) Marketer agrees to pay all amounts due on its account upon demand, and (iii) IZEA reserves the right to either suspend or terminate a Marketer’s account, including deletion of Marketer’s Opportunities from the Marketplace until the balance is paid in full. All fees for the Marketplace Services which are charged to Marketer account, as well as all deposit(s) for future Marketplace Services, are non-refundable. Marketer agrees to submit any disputes regarding any charge in writing to IZEA 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 Marketer’s payment method cannot be charged, Marketer account will be locked until an update method is provided.
If Marketer fails to make payment as set forth herein, Marketer will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by IZEA 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 fees are imposed by any jurisdiction on the transactions pursuant to this Agreement, Marketer shall pay such taxes to ensure that IZEA receives the full amount invoiced without offset or deduction. Marketer agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify IZEA in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Marketer’s user name or password, and (iii) notify IZEA in writing if its credit card is canceled. Upon termination, suspension or discontinuation of the Marketplace or Marketer’s participation therein, all outstanding payment obligations incurred by Marketer under the Marketplace will become immediately due and payable.
As of September 30, 2015, if an account is or becomes inactive for 180 days, the balance in the account will begin incurring charges for inactive fees. If charged, this fee is non-refundable. The inactive fee is $25 after 180 days of inactivity, $50 after 210 days of inactivity and the balance remaining in the account, if any, after 240 days of inactivity.
Users may choose to use the Payments feature within the platform to reimburse Creators for expenses incurred on a campaign or transactions completed outside of the platform. Creators may submit items for payment, but users have the final decision on what will be approved. Funds will issue from a user's account immediately upon authorization of the payment, and any amounts issued through the Payments feature are not refundable.
3.3. CREDIT CARD CHARGES
Marketer authorizes IZEA to charge Marketer’s credit card, as provided by the Marketer, in advance to deposit funds into the Marketer’s account. Once funds are deposited into the Marketer’s account, they may be used at the Marketer’s discretion, to purchase Marketplace Services or pay for agreed upon fees. Marketer will be responsible for charges resulting from the use of Marketplace Services and any applicable service fees will be automatically withdrawn from the Marketer’s balance monthly based upon the initial enrollment date.
Marketer represents and warrants that it has the legal right to use any credit card utilized in connection with any transaction. By submitting such information, Marketers grants IZEA the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Marketer. If the credit card provided was not authorized, then all amounts in the Marketer’s account will immediately be forfeited. Marketer’s non-termination or continued use of the Marketplace reaffirms that IZEA is authorized to charge Marketer’s credit card.
IZEA reserves the right to modify, suspend or terminate the required method of payment for use of the Marketplace at any time, although any pending Opportunities will be completed using the method current when the Opportunity was listed. If IZEA modifies the terms of the method of payment as outlined in this Section 3.3, the Marketer will be contacted by IZEA or the modifications will be reflected in an updated version of this Agreement. If you do not consent to such modified Agreement, you must immediately discontinue using the Marketplace. Marketer's continued enrollment after any modifications constitutes its acceptance of the terms and method of payment as modified.
All Marketer Opportunities may be taken offline if Marketer’s credit card does not allow additional charges or rejects any pre-authorized charges made to it. Unless Marketer or IZEA discontinues enrollment or participation in the Marketplace Services, Marketer understands that this pre-authorization is valid until the termination of this Agreement or the applicable Master Services Agreement with IZEA. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of this Agreement, which provides the terms of your pre-authorization.
Marketer may not attempt to contact Creators or negotiate terms or payment outside of the Marketplace. Any attempt to circumvent the Marketplace may result in removal from the Marketplace at IZEA's sole discretion.
3.5. MANUAL PROCESSING REQUESTS
The Marketplace reviews Creator's posts for compliance with the criteria set forth in the Opportunity using both an automated system and a manual system. IZEA cannot guarantee whether a Creator's posts will be reviewed manually or through our automated system. If a Marketer would like to ensure that a Creator's post will be manually reviewed for compliance with the Opportunity criteria, such service is available for an additional fee.
Marketers may also request to have IZEA manage part or all of its advertising campaign for a fee as agreed upon through a separate managed service agreement. Interested parties should contact IZEA directly.
If necessary, a Marketer may request that a Creator's post in response to an Opportunity be removed from the Creator's social media site or personal website. IZEA may assist Marketer in requesting a Creator to remove a post and additional fees may apply; however, IZEA cannot guarantee removal of the post by the Creator.
3.6. CONTENT INFORMATION
Marketer agrees that IZEA is not responsible for any aspect of Marketer's content or product to be reviewed, shared, sponsored, or advertised by the Marketplace’s contracted Creators. Marketer represents, warrants and covenants that: (i) all information it provides or approves or that is provided on its behalf in connection with the Agreement and on its 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) the Marketer’s Website does not contain any IZEA-owned or licensed content, except pursuant to a separate signed agreement with IZEA. You acknowledge that The Marketplace Creators are independent third parties and not directly controlled by IZEA. As a consequence, any blog postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Marketer specifically acknowledges and agrees that IZEA has no control over any content that may be available or published on any blog (or otherwise), and that Marketer is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.
3.7. OPPORTUNITY DISPUTES
Marketer agrees that so long as a Creator has met the requirements as outlined in its Opportunity it will not deny payment for the Marketplace Services. Marketer may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Creator. Thirty (30) days after completion of the Opportunity, payment will be made to the Creator by IZEA for services unless the Creator has violated the terms of this Agreement or the specific terms of the Marketer’s Opportunity.
4. CREATOR TERMS
This Section 4 applies only to Creators participating in the Marketplace.
4.1. TRANSPARENCY & DISCLOSURE
Creators participating in the Marketplace must clearly disclose in their sponsored content the relationship between themselves and the Marketers. IZEA requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the Creator and the Marketer. IZEA reserves the right to review and monitor the disclosure practices of all Creators 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 Creator from the Marketplace (in the event of inadequate disclosures). Creator agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements); and to comply with all applicable local, state, federal and international laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act, in the preparation and delivery of Content.
4.2. CREATOR ELIGIBILITY
Any Creator over the age of eighteen (18) may register in the Marketplace, but in order to participate in the Marketplace, Creator’s connection should meet the following minimum standards:
- Connection must be a minimum of 90 days old;
- Connection must have a minimum number of followers/fans to be eligible (varies depending on connection);
- Connection must not contain a content gap of more than 90 days;
- Connection must be public (accessible to anyone);
- Connection must contain a majority of original content;
- Connection must be in a supported language (English, Spanish, other as required by the Opportunity);
- Connection may not contain content that is inappropriate, illegal or violates the Marketplace Guidelines detailed in Section 7 herein.
4.3. CREATOR FULFILLMENT OF AN OPPORTUNITY
By accepting an Opportunity, Creator acknowledges that (i) it has the authority and ability to perform the requested service within the stated time period, as applicable, (ii) all submitted content will be in the English language or such other language as required in the Opportunity, (iii) all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iv) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.
Sponsored content posted for an Opportunity, must remain linked and unaltered from the original approved submission for a minimum of 30-days in the case of a blog or 3-days in the case of a tweet and Instagram in order for the Marketplace to validate the fulfillment of the Opportunity and to earn compensation for the posted Opportunity. After 30-days from publication and upon successful validation of the Opportunity, the Creator will receive payment for the completion of the Opportunity as agreed upon between the Marketer and the Creator in the Opportunity.
4.4. CREATOR COMPENSATION
Creator acknowledges and agrees that the obligation to compensate Creator for Opportunity-related advertisements resides with the Marketer, not IZEA. IZEA merely facilitates such compensation on behalf of the Marketers. Marketer is solely liable for payment to Creator. While IZEA may be remitting payment to Creator directly; under no circumstanced does IZEA accept liability for payment to Creator. Creator agrees that it will not pursue any actions, legal or otherwise, against IZEA for non-payment. Creator waives any and all claims or rights of action against IZEA relating to the failure of a Marketer to compensate Creator in connection with an Opportunity-related advertisement. In addition, Creator acknowledges that Creator is: (i) not an employee of IZEA, (ii) responsible for the payment of all federal, state and local taxes on compensation received from a Marketer, (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.
4.5. CREATOR CREDIT CARD CHARGES AND FEES
If Creator enrolls in a subscription agreement or agrees to other charges to its account, Creator may be asked to provide a form of payment such as a credit card or PayPal account. Creator represents and warrants that it has the legal right to use such form of payment utilized in connection with any transaction. By submitting such information, Creator grants IZEA the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Creator. Creator’s non-termination or continued use of the Marketplace reaffirms that IZEA is authorized to charge Creator’s credit card for the use of the requested Marketplace Services.
In the event Creator’s payment method was not authorized or cannot be charged for any agreed upon fees, the Creator’s account will be locked. As of September 30, 2015, if an account is or becomes inactive for 180 days, the balance in the account will begin incurring charges for inactive fees. The Creator further acknowledges that the inactive fee is $25 after 180 days of inactivity, $50 after 210 days of inactivity and the balance remaining in the account, if any, after 240 days of inactivity. If charged, this fee is non-refundable. The Creator also agrees that all earnings will be forfeited if its account is terminated for any reason or if IZEA discontinues providing service through the Marketplace.
4.6. GRANT OF USAGE LICENSE
“Sponsorship” Opportunities: Means sponsored social content in which Creator retains its rights to any content submitted, posted or displayed through its social media platforms. Creator grants IZEA and the specific Marketer purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute the content or any portion thereof in any and all forms of media or distribution methods (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing, or distribution of a Creator’s content by IZEA or any other Marketer may be accompanied by credit to the Creator of that content by use of the Creator’s name, likeness or other identifying representation, to which Marketer will receive a limited license.
“Content” Opportunities: Marketers purchasing Content through IZEA Exchange shall own the copyright in and to the commissioned content created specifically for those Marketers and may use, reproduce, have reproduced, edit for length or clarity, publish and exploit such Content in their sole discretion, including, without limitation, licensing the Content to any agent or third party, copying, distributing, displaying, publicly performing, and creating derivative works of the Content. Creators shall consider the Content to be a work-for-hire and shall assign all rights in such Content to Marketers through the appropriate platform in the IZEA Exchange.
Celebrity Creator Content: Celebrity-created content requested pursuant to a Statement of Work between Marketer and IZEA shall be owned by such celebrity and licensed to Marketer pursuant to the terms of a separate agreement between IZEA, Inc. and the celebrity.
Creators and Marketers may not attempt to contact the other party directly or negotiate terms or payment outside of the Marketplace. Any attempt to circumvent the platform may result in removal from the Marketplace, at IZEA's sole discretion.
7. MARKETPLACE GUIDELINES
All participants in the Marketplace should observe these Guidelines:
- Pornography or sexually explicit content is not appropriate in the Marketplace.
- Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
- There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (other than what is directly provided by the user in their bio).
- Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Marketplace.
- There will be no solicitation or spamming users in the Marketplace other than for paid Opportunities.
- There are to be no additional products, logos, third party sponsored links, ads, overlay ads on photos, or other detractors located within a sponsored post; competitor or otherwise.
8. 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. Any manipulation of click data, impressions or any other relevant data or metric reported in the Marketplace is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law.
9. PROVISION OF SERVICES
IZEA is constantly innovating and changing its Marketplace offerings 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 Marketplace Services (or any features or functionality within the Marketplace) 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 3 through 18 of these Terms of Service shall survive any termination of the Agreement. In addition, IZEA has the ability to (i) modify account permissions at any level to add or remove users, or make any other changes as otherwise deemed reasonably necessary in the provision of services; and (ii) assume a user's account for the purposes of troubleshooting and resolving issues.
10. REPRESENTATIONS AND WARRANTIES
Creators and Marketers 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) the links contained in any content are directed to the intended and agreed upon destination and are not re-directed; (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 Marketplace, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003; and (iv) you have the necessary rights to provide all information provided to the Marketplace (including all content, data, claims, statements, products and services, Opportunities, titles, URLs and descriptions) for use as described in this Agreement (the “Information”).
Creators and Marketers participating in the Marketplace each represent, warrant and covenant that all such Information does not and will not: (a) violate any law, statute, ordinance, treaty or regulation or IZEA policy or guideline; (b) infringe any copyright, patent, trademark, trade secret, video, music performance or other intellectual property right of any third party; (c) 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) advertise any unlawful product or service or unlawful sale of any product or service. Additionally, you agree that all Information will (e) not be false, misrepresentative, deceptive or misleading; (f) not be defamatory, libelous, slanderous, obscene or threatening; (g) not target children under the age of thirteen (13), (h) 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.
11. TRADEMARKS AND COPYRIGHTS
All IZEA, ContentMarketing.com, and Marketplace graphics, logos, designs, page headers, button icons, scripts, and service names are registered and unregistered trademarks, trade names or trade dress of IZEA, Inc. or its subsidiaries and affiliates in the U.S. and/or other countries (collectively, “trademarks”). IZEA’s trademarks 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 organization and third party sites in connection with journalistic promotion of our services; however, commercial applications are forbidden except where pre-approved in writing. Nothing on these sites shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed thereon without the owner's prior written permission, except as otherwise described herein. All proprietary rights and goodwill in IZEA’s trademarks shall inure to the benefit of IZEA. The IZEA sites and all of their content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries. IZEA reserves all rights not expressly granted in and to the sites and their content.
Creators and Marketers each agree to indemnify and hold harmless IZEA, its parent and affiliates and their officers, directors, licensors, organizations, licensees, consultants, contractors, agents, attorneys, employees, owners, 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, Social Content and/or Action, 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 Social Content and/or Action, 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.
13. WARRANTY DISCLAIMER
MARKETERS AND CREATORS 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.
14. LIMITATION OF LIABILITY
ANY LIABILITY OF IZEA TO A MARKETER IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY MARKETER TO IZEA FOR THE SERVICES RELATED TO THE MARKETER’S MOST RECENT OPPORTUNITY. IZEA SHALL NOT BE LIABLE TO CREATORS FOR DAMAGES OF ANY KIND ARISING OUT OF CREATORS 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. MARKETER AGREES THAT MARKETER 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 MARKETER’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.
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. It is your responsibility to also check these Terms to see if there has been a modification. All notices to IZEA shall be sent via recognized overnight courier or certified mail, return receipt requested, to: IZEA, Inc., 480 N. Orlando Ave., Suite #200, Winter Park, FL 32789 USA Attn: Legal Notices.
16. CHOICE OF LAW
This Agreement shall be governed by and interpreted under the laws of the State of Florida, U.S.A. without regard to its conflicts of laws provisions. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida. Any claim against IZEA 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. You further agree that, to the extent allowed by applicable law, (i) any and all disputes, claims, and causes of action arising out of or in connection with the Agreement, shall be resolved individually without resort to any form of class action; (ii) any claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorney's fees; and (iii) under no circumstances will you be permitted to obtain any award for, and you hereby waives all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.
17. ELECTRONIC SIGNATURES EFFECTIVE
This Agreement is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by using the Marketplace Services. Please print and save a copy of this Agreement for your records.
19. SAFE HARBOR NOTICE
Forward-looking statements in the Sites, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission.