Managed Service
Effective as of June 14, 2020
These Managed Service Terms (the “Agreement”) govern the transactions made by and between IZEA Worldwide, Inc. (“IZEA”), a Nevada Corporation and you (“Customer”) or, if an agency, on behalf of itself and its client, as identified in a Purchase Order (“Client”). In consideration of the recitals, premises and mutual covenants in this Agreement, the parties hereto agree as follows:
1. Incorporation.
The terms and conditions of this Agreement shall govern each Purchase Order (“PO”) entered into by and between IZEA and the Customer on or after the execution date hereof, and such PO(s) shall be incorporated into and become part of this Agreement. To the extent the terms of this Agreement and any PO are in conflict, the terms of this Agreement shall control.
2. Services.
Customer has engaged IZEA in the capacity of independent contractor to perform the services as described in each PO (the “Services”) subject to the PO terms contained in Exhibit 1. Such services may include providing deliverables from third-party contractors (“Creators”) such as written materials, blogs, photos, videos, audio, infographics and whitepapers (“Content”). The Services shall be performed in accordance with industry standards.
3. Fees and Expenses.
Fees are set forth under a PO that will be executed from time to time between the parties (the “Fees”), and Customer agrees to pay IZEA the Fees within thirty (30) days after the invoice date or as otherwise indicated in the terms of a PO. Amounts due hereunder do not include sales taxes or other governmental fees, if any, the computation and payment of which is the responsibility of Customer.
To the extent Customer reasonably disputes an invoice or portion thereof, it shall remain liable to remit payment to IZEA for all undisputed amounts. If IZEA has provided Customer or Client written notice of its failure to pay and allowed fifteen (15) days to cure, IZEA may in its sole discretion charge interest on any outstanding balances at a rate equal to the lesser of: (i) 18% per annum (or 1.5% per month); or (ii) the maximum amount permitted by applicable law. Interest will be computed commencing as of the business day after the original due date until and including the date payment is made, unless paid during the fifteen-day cure period, in which case no interest shall be due. Payments will be credited first to late payment charges and next to the unpaid balance. Customer or Client shall be responsible for all collection costs and/or legal fees necessitated by lateness or default in payment.
Further, should Customer fail to pay the Fees as agreed, IZEA shall in its sole discretion have the right to immediately suspend the Services or terminate this Agreement for cause pursuant to Section 5(b). In the event Customer is an agency, Customer shall obtain timely payment for the Fees from its principal (the principal for the agency is Customer’s client, hereafter “Client”) on IZEA’s behalf, and shall make its principal aware of the terms of this Agreement, to which the principal shall be bound. Further, the agency will facilitate IZEA’s efforts to recover payments from the principal if payment is not delivered in accordance with the terms of this Agreement.
4. Term.
This Agreement shall commence on the Effective Date and continue for the Campaign Term, as identified in a PO.
5. Termination.
a. For Convenience. Either party may terminate this Agreement at any time (with or without cause) by providing a 30-day written notice to the other, in accordance with the Notice provision of this Agreement. Provided, however, that in the event there is an active PO in place at the time of such termination notice, the terms of this Agreement shall continue to apply to such PO until it is completed. Should Customer desire to terminate an active PO, any cancellation fees indicated in such PO shall be triggered and become due and owing.
b. For Cause. If either party materially defaults in the performance of any of its material obligations hereunder and if any such default is not corrected within fifteen (15) days after receipt of written notice, then the non-defaulting party, at its option, may, in addition to any other remedies it may have, thereupon immediately terminate this Agreement by giving written notice to the defaulting party.
c. This Agreement may be terminated by either party, upon written notice: (i) upon the institution by the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of its debts, (ii) upon the institution of such proceedings against the other party, which are not dismissed or otherwise resolved in its favor within sixty (60) days thereafter, (iii) upon the other party’s making a general assignment for the benefit of creditors, or (iv) upon the other party’s dissolution or ceasing to conduct business in the ordinary course.
6. Access and Information.
Customer will (a) furnish to IZEA all information which both parties agree is reasonably necessary for the completion of the Services, (b) obtain the right or permission to make any advertising claim or use any hashtag, copyright, patent, trademark, trade name, or other indicia in connection with the materials provided to IZEA or the Creator(s) in connection with the Content, and (c) make Customer personnel reasonably available to IZEA.
7. Confidentiality, Privacy and Publicity.
Information that is disclosed by one party to the other party, and that is marked “confidential,” or which under the circumstances ought reasonably to be treated as confidential information (including this Agreement), will be treated as confidential by the receiving party. The receiving party will not disclose to a third party such information, or use such information other than for the purposes for which it was provided, without the written consent of the other party; this limitation will apply for a period of two years after disclosure of such confidential information, except if such information is a trade secret in which case the obligation will continue indefinitely. The foregoing limitations do not apply to the extent such information: (a) is or subsequently becomes publicly available other than through a breach of these limitations; (b) is already known to the receiving party at the time of disclosure, not as the result of a breach; (c) is developed by the receiving party independent of such information; or (d) is rightfully received from a third party without restrictions on disclosure or use.
If either party obtains personal information related to an individual person, including name, address, phone number, fax number, e-mail address, social security number or other government-issued identifier, and credit card information, in connection with this Agreement or performance of Services, the party agrees to comply with all applicable U.S. governmental regulations and requirements.
Neither party may issue any press release or make any public announcement(s) relating to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party, which consent shall not be unreasonably withheld; however, Customer agrees that IZEA may make reasonable limited references to Customer’s participation with IZEA on its corporate website or marketing materials (which may include Customer’s name, logo, publicly available Content samples, and aggregated data from launched campaigns)).
8. Independent Contractor.
This Agreement does not establish any agency, joint venture or partnership relationship between the parties, and neither party can bind the other by any contract or representation. Nothing in this Agreement shall be construed as creating an employer-employee partnership or joint venture relationship between the parties.
9. Other Consulting; Scheduling.
Customer understands that IZEA may engage in other business and consulting activities, which are not inconsistent with the terms of this Agreement. Customer is free to use other providers of similar services now or in the future.
10. Ownership; Grant of Rights.
The results and proceeds of all the provided services defined below performed for Customer shall be owned as follows, unless otherwise indicated in a PO or separate agreement:
a. Sponsored Social Content – Content is created by a Creator for Customer’s marketing campaign and is submitted, posted, displayed, or shared to Creator’s followers through his or her personal social media platforms. Content is owned by Creator, but IZEA and Customer receive a worldwide, perpetual, fully paid-up, royalty-free, and fully sublicensable right and 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 must be accompanied by credit to the Creator of that content by use of the Creator’s name, likeness, image, username/ handle or other identifying representation (to which Customer will receive a limited license). While Customer has the right to reuse the Content outside of its native platform, as described above, FTC guidelines state that the connection between the Creator and the Customer (or Client) must be disclosed and the Content must be attributed to the Creator. The disclosure should also clearly and conspicuously communicate that the Creator is paid by or works with the Customer (or Client).
b. Content Production – Content is created as commissioned by Customer, without limitation as to how that Content may be used now or in the future. IZEA will facilitate Creator’s assignment of all rights in such Content to Customer. Customers purchasing Original Content shall own the copyright in and to the Content and may use, reproduce, have reproduced, edit for length or clarity, publish and exploit such Content in its 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. Attribution to the Creator is optional, unless the Content is created by a Celebrity.
c. Celebrity Creator Content – Customer and its Client (if applicable) understand and agree that in the event a celebrity is requested to create, provide, or endorse any Sponsored Social Content pursuant to a Purchase Order between IZEA and such celebrity Creator, the celebrity Creator retains ownership rights to the Content and any terms surrounding its use must be negotiated in a separate agreement between IZEA and the celebrity Creator. Customer and its Client will be advised of all relevant use limitations for licensed celebrity Creator content.
In all cases, IZEA shall retain the right to approve all uses of its intellectual property (including but not limited to its trade name, trade dress, trademarks, copyrights, etc.). Customer may only use the tradename or approved logo of IZEA if and when provided by IZEA, solely in connection with such Content for promotional or marketing purposes in any and all media worldwide during the Term of the PO or a longer period of time if approved in writing by IZEA.
11. Representation and Warranties.
A. Each party hereby represents and warrants that during the term of this Agreement:
i. it has the right to enter into this Agreement; it is a corporation duly organized or a limited liability company duly formed, as applicable, validly existing, and in good standing under the laws of the state of its incorporation; it has the corporate power and authority for, and has by all necessary corporate action authorized, the execution and delivery of this Agreement, and the performance of its obligations hereunder;
ii. the execution, performance and delivery of this Agreement by such party will not conflict with or violate or result in any breach of, or constitute a default under, any contract, agreement or other obligation of such party; and
iii. it will comply with all applicable laws and regulations in its performance of its obligations hereunder.
B. Customer represents and warrants that:
i. the content or information provided by Customer or Client for use in the Content does not infringe any third party patent, copyright, trademark, trade secret or other proprietary right;
ii. the content or information provided by Customer or Client for use in the Content does not contain any viruses or other malicious code that will degrade or infect any product, service or any other parties’ network or system; and
iii. it will not attempt to contact Creators or negotiate terms or payment outside of its relationship with IZEA under any active PO.
C. IZEA represents and warrants that:
i. the final product Content shall not contain any viruses or other malicious code that will degrade or infect any product, service or any other parties’ network or system; and
ii. it shall put forth commercially reasonable efforts to ensure that the final product Content complies with FTC guidelines for sponsored social, and that the Content does not contain any items that would infringe any third party patent, copyright, trademark, trade secret, or other proprietary right.
12. Disclaimers.
EXCEPT AS AGREED IN SECTION 11, CUSTOMER EXPRESSLY AGREES THAT IZEA’S SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT CUSTOMER’S USE THEREOF IS AT ITS OWN RISK. IZEA HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 14 AND EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY, AND INTENTIONAL MISCONDUCT, ANY LIABILITY OF IZEA IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY CUSTOMER TO IZEA PURSUANT TO THIS AGREEMENT IN THE PRIOR TWELVE MONTHS. 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, INCLUDING CLAIMS OF LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY. CUSTOMER AGREES THAT IT WILL NOT HOLD IZEA RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS BY ANY NON PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY NON PARTY ON CUSTOMER’S LINKS OR LISTINGS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
14. Indemnity.
Each party (the “Indemnifying Party”) will pay all reasonable costs of the other party (the “Indemnified Party”) in defense of any actions, claims, demands, costs, or liabilities (collectively, the “Claims”), expenses (including reasonable attorneys’ fees), settlement (if agreed upon by the Indemnifying Party, such agreement not to be unreasonably withheld), and court awarded damages arising out of any Claim made by a third party that, if true, would be a breach by the Indemnifying Party of any representation or warranty or obligation of such party hereunder. Indemnified Party will promptly notify Indemnifying Party in writing of any such Claim, specifying the nature of the Claim, the total monetary amount and other relief sought. Indemnified Party will reasonably cooperate with Indemnifying Party in connection with the investigation, defense, and settlement of any Claim. Indemnifying Party may upon written notice to the Indemnified Party undertake to conduct all proceedings or negotiations in connection with the Claims, assume the defense of Claims, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend the Claims, including the employment of counsel that shall be reasonably satisfactory to the Indemnified Party, and payment of reasonable expenses. The Indemnified Party shall have the right to employ separate counsel and participate in the defense at its sole expense.
Additionally, Customer shall defend, indemnify and hold harmless IZEA and its Creators from and against all claims, demands, suits, losses, damages, costs, awards, judgments and expenses (including the costs of investigation and defense and reasonable attorneys’ fees), regardless of the form of action, arising out of or relating to (a) any use of the Content that is negligent, in bad faith, inappropriate, in violation of this Agreement, or contrary to law, (b) any modification or alteration of the Content by Customer or its agency or Client, or any use of the Content not exactly in the form as approved and provided by IZEA or Creators, (c) third party claims in connection with Customer’s or its Client’s products, materials, or services, and any advertising claims made with regard to such products, materials or services which may violate state, federal, or international laws or regulations, or (d) any use or promotion of the Client’s products, materials, or services by a Creator, or Creator’s attendance at any events coordinated by or on behalf of Customer or Client, which result in claims of personal injury, death, property damage, theft, or other loss.
15. Governing Law.
This Agreement will be interpreted and construed in accordance with the laws of the State of Florida and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida, and each party hereby consents to the personal jurisdiction thereof.
16. Alternative Dispute Resolution
a. Negotiations in the Event a Dispute Arises. In the event any dispute, controversy or claim (“Dispute”) arises between Customer and IZEA, Customer hereby agrees to attempt to negotiate and resolve such dispute, controversy or claim for at least fifteen (15) days. After such time, if a resolution has not been reached, the parties agree to submit to non-binding mediation. Each party shall pay its own costs of mediation, and equally share in the costs of a mutually agreed-upon mediator. Such mediation shall be conducted in Orange County, Florida.
In the event of a Dispute, the party claiming to be aggrieved must give written notice to the other party in accordance with the Notice provision herein.
b. Waivers. THE PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL. Customer further agrees that no claim or dispute may be heard as a class action or as any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding may be combined with another unless the prior written consent of all parties to the other proceeding has been given.
c. Exceptions to Negotiations and Mediation. The parties agree that the following claims and disputes are not subject to the above provisions concerning non-binding mediation: (i) any claims or disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights and any claims or disputes related to allegations of theft, piracy, or unauthorized use of IZEA’s services; and (ii) enforcement of any resolution agreed upon in writing during mediation.
d. If either Party incurs legal fees or litigation expenses, whether or not an action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing party will be entitled to reasonable attorneys’ fees, litigation expenses, expert witness fees and other costs in addition to any other relief to which it may be entitled.
17. Assignment.
Neither party may assign, sub-license, transfer, encumber or otherwise dispose of this Agreement without the other party’s prior written approval, except that either party may assign this Agreement to its parent company or successor entity, including a successor resulting from an acquisition, merger or consolidation, provided written notice is given to the other party.
18. Notices
All notices required or permitted under this Agreement shall be in writing addressed to the respective parties as set forth below, unless another address has been designated in writing. All notices shall be deemed to be given on the date when delivered by hand, by commercial courier, by registered or certified mail, or by email, electronic facsimile or other electronic device with written verification of receipt.
19. No Waiver.
A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.
20. Force majeure.
Neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use its best efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
21. General Provisions.
The parties’ agreement to these terms and any exhibits is evidenced by the execution of a Purchase Order issued by Company. This Agreement, together with all exhibits, schedules, statements of work, purchase orders, appendices and other attachments, which are incorporated herein by reference, is the sole and entire agreement between the parties. This Agreement supersedes all prior understandings, agreements, discussions and documents relating to the subject matter of this Agreement. In the event of any conflict between the provisions of the main body of this Agreement and any attached exhibits, schedules, appendices or other attachments, this Agreement shall take precedence. Modifications and amendments to this Agreement, including any exhibits, schedules, statements of work, purchase orders, appendices and other attachments, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties hereto. If a court or arbitrator finds any provision of this Agreement to be invalid or unenforceable under applicable law, the remainder of the agreement shall remain in full force and effect and shall be interpreted so as best to carry out the parties’ intent.
EXHIBIT 1: PO Terms
1. Standard Terms for All Services:
a. These PO Terms are governed by the Managed Service Terms above.
b. The “Campaign Term” shall be identified in a PO, unless otherwise agreed to by both parties in writing. The Campaign Term may not be paused or extended without the mutual agreement of the parties. Should Customer place a campaign on hold or become non-responsive for a period of four (4) or more weeks, IZEA may, at its discretion, cease providing services and issue an invoice for the remaining unpaid total campaign fee, which will be due and payable net thirty (30) days from issuance.
c. Invoices shall be issued upon launch, unless otherwise indicated on page 1 of the PO. “Launch” shall be defined as the first date that any Content goes live or the first date of event attendance for sponsored social Content opportunities, or as the start date of production for any owned Content production opportunities. Fees due shall be paid by Customer in a form accepted by IZEA (which may include company check, ACH, or, if approved by IZEA, via Customer’s valid and authorized credit card account).
d. Non-Refundable Management Deposit. Fifteen Percent (15%) of the Total Price shall be invoiced immediately upon signature of the PO and due net thirty (30) days from receipt. This amount is non-refundable but shall be applied toward the total amount due under the PO provided that the PO is not cancelled by Customer or its Client and the campaign runs to completion. However, in the event of a cancellation, this deposit shall not be applied to outstanding amounts due and shall continue to be non-refundable.
e. Effects of a Termination. In the event of a termination of the PO, in whole or in part, by Customer or its Client, the following amounts will be due within thirty (30) days: (i) payments due to Creator(s) contracted to provide services under the PO; (ii) amounts due under any non- cancellable contracts entered into by IZEA in relation to the PO; and (iii) amounts due for any Content created as of the date of the cancellation of the campaign. In no event will the fees charged in connection with a termination exceed the Total Price indicated in a PO.
Modifications and amendments to the Agreement or the PO, including exhibits, schedules, POs and other attachments regarding terms including, but not limited to additional fees shall be enforceable only if they are in writing and are signed by both IZEA and Customer.
2. Additional Terms for Sponsored Social Services:
a. Campaign Ideation and Setup. IZEA will provide a Questionnaire for Customer to complete in full. Once the Questionnaire is completed based on the deliverables guaranteed in the PO, IZEA will translate those details into Creator Instructions. The Creator Instructions will be uploaded into the IZEAx platform, once mutually agreed upon by IZEA and Customer, and used by the Creators as the requirements to create their Content.
b. Approval of Creator(s) and Outreach. IZEA will reference the Target Vertical to select Creators for campaign outreach and onboarding. If indicated under Campaign Line Items that Comprehensive Review for Customer’s approval of Creators is included in the deliverables, IZEA will send Customer a total of (2) lists of Creator options for the campaign (as defined below), delivered using the Delegated Review feature in the IZEAx platform or an Excel sheet export. The lists will include a link to the Creator’s channel, follower counts, and rationale as to why IZEA is suggesting the Creators for the campaign. Customer will have forty-eight (48) hours to review each list and either accept the Creators for outreach or provide specific, actionable feedback as to why any Creators are rejected. Lists will be sent as follows:
i. Sample List. The first Sample List will contain 25% of the total number of Creators needed for the campaign to gauge Customer feedback. Customer’s detailed feedback on each Creator will help guide IZEA when making selections for the final Full Ranking List.
ii. Full Ranking List. Using Customer’s feedback from the Sample List, IZEA will provide a Full Ranking List containing 2-3 times the total number of Creators needed for the campaign. Once IZEA receives Customer’s detailed feedback, IZEA will outreach to the approved Creators to gauge interest and availability. For the avoidance of doubt, IZEA cannot guarantee Creator participation.
c. Approval of Content. IZEA will reference the mutually approved Creator Instructions to review and approve Content for the campaign. If indicated under Campaign Line Items that Comprehensive Review for Customer’s approval of Content is included in the deliverables, IZEA will send Customer content to review in place of IZEA’s internal review. Customer will have two (2) rounds of revisions per piece of Content and twenty-four (24) hours to review each round, unless a different time period is agreed to by IZEA in writing. At the end of the twenty-four (24) hours, Customer will either accept the Content or provide specific, actionable feedback to help guide Creators when making revisions. Feedback must be delivered using the Annotations feature in the IZEAx platform or Track Changes in a Word document export. Requests for additional rounds of revisions, should the Creator agree to perform the same, will in an additional charge at the rate indicated by IZEA at the time of the request. If Customer fails to request revisions within the twenty-four (24) hour period, Customer forfeits its right to any revisions, and the Content will be deemed approved, pending IZEA review. For the avoidance of doubt, revisions that conflict with any relevant Creator Instructions that have been mutually approved by both parties at the time of Content creation would be outside of this scope.
d. Campaign Optimization. Throughout the Campaign, IZEA’s Managed Services team will provide recommendations to optimize the campaign for performance and participation, as needed. Recommendations may include replacement Creators, adjustments to the Creator Instructions for future Creator offers, modifications to the number of creators selected for a Campaign, and/or adjustments to Promoted Post spend.
i. NOTE: All post quantities are estimates based on the target provided and the length and timing of the campaign. Changes in the target, Content theme or campaign launch date, or delayed approval of Creators or Content, may result in a change of scope in the PO including but not limited to post quantities and reach, and/or may trigger a cancellation fee.
e. Weekly Analytics Reporting and Campaign Wrap Report. IZEA will provide Weekly Analytics Reporting delivered as an Excel sheet export from the IZEAx platform. Where applicable, Weekly Analytics Reporting will include Live Links, Users/Followers, Time Spent (for blogs only), and Engagements relevant to the platform and type of Content (such as Comments, Shares, Clicks, CTR, Views and/or positive Reactions [such as Likes, Loves, Hahas, and Wows but excluding Sad and Angry reactions]). Following campaign completion, IZEA will provide Customer with a Campaign Wrap Report in PDF format which will contain final metrics (consistent with Weekly Analytics Reporting) and select screenshots of published Content from the Campaign.
i. NOTE: IZEA delivers blog reach based on Google Analytics’ Users and Social Package Reach in campaigns (the ratio of users to social reach may vary); followers or subscribers for sponsored social Content posts; and impressions, engagements, or video views based on minimum platform measurements for Promoted Posts.
3. Additional Terms for Content Production Services:
a. Campaign Ideation and Setup. IZEA will provide a Questionnaire for Customer to complete in full. Once the Questionnaire is completed based on the deliverables guaranteed in the PO, IZEA will translate those details into the Style Guide. The Style Guide will be uploaded into the IZEAx platform, once mutually agreed upon by IZEA and Customer, and used by the Creators as the requirements to create their Content.
b. Warranty Period – IZEA will deliver Content to Customer. At such point, the Content will be deemed accepted (but will not be published). Should Customer request revisions during a seven (7) day period following delivery (the “Warranty Period”), IZEA will make revisions as described below. If the Customer fails to request revisions within the Warranty Period, Customer forfeits its right to any revisions.
c. IZEA Content Revisions. During the Warranty Period, Customer may reject any portion of the text-based Content for failing to adhere to the following requirements:
i. be free from grammatical and spelling errors which significantly impact the Content’s readability (within a 5%error rate);
ii. be within the specified word count in accordance with the PO; and
iii. cover the specified topic and follow the specified tone and voice per the style guide provided by Customer and the campaign brief mutually agreed to by the parties.
d. Customer Content Revisions. In addition to the IZEA Content Revisions, Customer can make up to two (2) rounds of revisions to the Content during the Review Period. For the avoidance of doubt, material changes such as a change in topic would be outside of this scope. Additional content revisions will result in an additional charge per unit, at the rate indicated by IZEA at the time of request. IZEA will process all Content revisions within five (5) to ten (10) business days of receipt of clear instructions from the Customer.
e. Licensed Images. If indicated under Campaign Line Items that third-party licensed images are included in the deliverable(s), IZEA will select the images for Customer using Customer’s Shutterstock or similar photo licensing account, and that portion of the deliverables will not be deemed Content owned by Customer or Client. Those images Customer or its Client receive are subject to the terms of any Shutterstock Terms of Services for the license rights to the images included in the Content.
