Brandgraph™ Terms of Service

1. INTRODUCTION

IZEA Worldwide, Inc. (“IZEA”) owns and operates BrandGraph, a service that analyzes brand presence and social media reach across multiple Internet platforms (“BrandGraph”), both as a standalone software service located at brandgraph.izea.com and integrated into the IZEA Exchange (the “Platform”), an online marketplace that connects marketers with content creators on a variety of sites owned and operated by IZEA or its partners (the “Sites”).

Access to BrandGraph is made available under these BrandGraph Terms of Service (the “Terms”), as well as the IZEA Terms of Service and Privacy Notice (including the California Privacy Notice) which govern use of the Sites, as applicable.

BrandGraph is offered on a paid subscription basis and fees are nonrefundable.

IZEA is the exclusive owner of the Platform and all of the intellectual property rights associated with IZEAx, including software, copyrights, and other data not owned by Marketers or Creators (“IZEA Data”), even if IZEA incorporates into the Platform suggestions made by Marketer. Marketer shall not receive any form of compensation for ideas, modifications, suggestions or improvements made to the Platform. Except as expressly set forth herein, Marketer is granted no licenses or other rights in or to any IZEA Data or any use thereof.

If you do not agree to these Terms, please do not use BrandGraph. Accordingly, when you use BrandGraph, you should check the date of these Terms (which appears at the top of this document) and review any changes since the last version. The most current version of the Terms will be available at all times at brandgraph.izea.com.

1.1. DEFINITIONS

In the Terms, (i) a “Marketer” means any person or entity who utilizes BrandGraph directly or by IZEA authorized personnel on behalf of Marketer for the purpose of analyzing a brand’s presence and social media impact across multiple websites and metrics, and (ii) “Affiliate” means any authorized entity or person that directly or indirectly controls or represents the Marketer. 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. These Terms shall apply to all utilizations of BrandGraph.

2. ELIGIBILITY

You must be a Marketer or an authorized representative of a Marketer to register for BrandGraph. By registering for BrandGraph, 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 IZEA will use any information you provide in accordance with the terms of the IZEA Privacy Notice (“Privacy Notice”), which is integrated into and included as part of these Terms. IZEA accounts are not transferable, assignable or resalable under any circumstances.

3. FEES

3.1. PAYMENTS

Unless otherwise agreed to in a separate contract between the parties, Marketer agrees to pay IZEA all charges made to Marketer’s account for agreed-upon fees or use of BrandGraph in accordance with these Terms. If IZEA does not receive timely payment IZEA reserves the right to either suspend or terminate a Marketer’s account, including deletion of any brand data already collected or processed. Upon termination, suspension, or discontinuation of Marketer’s access to BrandGraph, all outstanding payment obligations incurred by Marketer will become immediately due and payable.

All fees for BrandGraph 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.

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 are exclusive of all federal, state, municipal, or other government excise, sales, use, value-added, gross receipts, personal property, occupational, or other taxes in the United States or applicable territory, now in force or enacted in the future, and Marketer shall calculate and pay any such tax (excluding taxes on IZEA’s net income) that may be due or owing, now or at any time in the future. If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to these Terms, Marketer shall pay such taxes to ensure that IZEA receives the full amount invoiced without offset or deduction.

3.2. CANCELLATION POLICY

IZEA does not offer any refunds on BrandGraph paid access accounts. Please be sure to read all available information about BrandGraph and IZEA’s offerings prior to establishing a paid access account.

After a paid access account is successfully cancelled, the paid access level will remain active for the duration of the paid and active subscription period.

3.3. CREDIT CARD CHARGES

If payment is made by credit card, Marketer authorizes IZEA to charge Marketer’s credit card, as approved and provided by the Marketer, in advance as payment for the subscription fees.

Marketer represents and warrants that it has the legal right to use any credit card utilized in connection with the Services. 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 the account will be terminated. Marketer’s non-termination or continued use of BrandGraph 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 BrandGraph at any time, although any pending data analyses will be completed using the method current when the analysis was originally requested. If IZEA modifies the terms of the method of payment as outlined in this Section 3.3, the Marketer will be either be contacted by IZEA or the modifications will be reflected in an updated version of these Terms. If a user does not consent to such modified Terms, such user must immediately discontinue using BrandGraph. A user’s continued enrollment after any modifications constitutes its acceptance of the terms and method of payment as modified.

Unless Marketer or IZEA discontinues enrollment or participation in BrandGraph, Marketer understands that this pre-authorization is valid until the termination of these Terms or the applicable separate agreement with IZEA. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of these Terms, which provides the terms of your pre-authorization.

4. UNAUTHORIZED USE

Outside of an API provided by IZEA, any attempt to access BrandGraph without authorization or by using another party’s account, 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 data or metrics reported in BrandGraph, is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law, and each action is grounds for termination of Marketer’s account in BrandGraph and/or termination for cause of any of Marketer’s agreements.

5. PROVISION OF SERVICES

IZEA is constantly innovating and changing its offerings in order to provide the best possible experience for its users. Marketers 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. Marketers acknowledge and agree that IZEA may stop (permanently or temporarily) providing BrandGraph (or any features or functionality of BrandGraph) to Marketers or to users generally at IZEA’s sole discretion, without prior notice to you.  Marketers and/or IZEA may terminate these Terms and/or Marketer’s participation with BrandGraph at any time, for any reason or for no reason, and IZEA shall not have any liability regarding such decisions. Sections 3 through 14 of these Terms shall survive any termination of these Terms. In addition, IZEA has the ability to (i) modify user, account, or organization 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.

6. REPRESENTATIONS AND WARRANTIES

Marketers utilizing BrandGraph represent, warrant and covenant that  you have sufficient authority to enter into the Agreement and your use of BrandGraph is solely for lawful commercial and business purposes.

Marketer acknowledges and agrees that IZEA is not responsible for any aspect of the data referring to or incorporating the intellectual property of Marketer or other parties, as incorporated in BrandGraph and any reports or other data excerpts.

Marketer represents, warrants and covenants that: (i) all information it provides or approves or that is provided on its behalf in connection with the Terms is, and will be updated to remain, current and accurate; and (ii) it accepts that IZEA takes no responsibility for data or other information gleaned from third-party websites. Marketer acknowledges that non-IZEA websites are independent third-parties and not controlled by IZEA. As a consequence, any analysis of data obtained from third-parties may risk negative, unflattering, or even misleading or incorrect results about Marketer’s brand, product(s) or company. Marketer specifically acknowledges and agrees that IZEA has no control over any data that may be available or published on any third-party website (or otherwise), and that it takes no responsibility to correct any such data displayed in or published via BrandGraph.

7. TRADEMARKS AND COPYRIGHTS

BrandGraph may feature, display, or utilize certain images, logos, or other materials that are copyrighted or trademarked by third parties. IZEA’s usage of this intellectual property is governed by applicable fair use laws, and IZEA does not claim to own any interest in such intellectual property. All proprietary rights and goodwill in such intellectual property shall inure to the benefit of its owners. 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 via separate agreement or as may otherwise be described herein.

All other graphics, logos, designs, page headers, button icons, scripts, and service names appearing on the Sites are registered and unregistered service marks, trademarks, trade names, or trade dress of IZEA Worldwide, 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 organizations and third-party sites in connection with journalistic promotion of our services; however, commercial applications are forbidden except where pre-approved in writing. 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.

IZEA retains copyright ownership of all reports generated through BrandGraph and Marketer must seek written permission before publicly publishing the report or any excerpts. IZEA does not indemnify Marketer or any of its authorized users for claims arising out of the use of such reports or the data contained therein.

8. INDEMNIFICATION

Marketers agree to indemnify, defend, and hold harmless IZEA, its subsidiaries and affiliates, and its and their employees, officers, and directors (each, an “IZEA Entity” and collectively, the “IZEA Entities”), and each IZEA Entity’s licensors, organizations, licensees, consultants, contractors, agents, attorneys, owners, third party service providers and third parties authorized to conduct brand research and data analysis, from and against any and all third party claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly arise out of or result from your Information or materials, unauthorized use of BrandGraph, or your breach of these Terms. 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.

9. WARRANTY DISCLAIMER

MARKETERS EXPRESSLY AGREE THAT BRANDGRAPH IS 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 BRANDGRAPH OR IZEA SITES, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF BRANDGRAPH OR THE IZEA SITES, (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 BRANDGRAPH OR THE IZEA SITES 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. BRANDGRAPH 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.

IZEA is not responsible for the accuracy or completeness of any information provided on its websites or supplied by its users. Use of the Platform or any of its features is at your own risk, and no indemnification will be provided by IZEA.

10. LIMITATION OF LIABILITY

ANY LIABILITY OF IZEA TO A MARKETER IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY MARKETER TO IZEA FOR THE SERVICES RELATED TO THE MARKETER’S USE OF BRANDGRAPH. 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 THESE TERMS, INCLUDING WITH RESPECT TO ANY BRANDGRAPH DATA THAT ORIGINATED FROM ANY 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.

11. NOTICES

IZEA may give general notices to parties by posting on its Sites, or by electronic mail to the e-mail address provided by a Marketer to IZEA. It is Marketer’s responsibility to ensure that its e-mail address and any other contact information provided to IZEA is updated, current and correct. It is a Marketer’s responsibility to also check these Terms to see if there has been a modification. All notices to IZEA shall be sent via nationally recognized overnight courier or certified mail, return receipt requested, to: IZEA Worldwide, Inc., 1317 Edgewater Dr. # 1880, Orlando, FL 32804 USA Attn: Legal Department Notices.

12. CHOICE OF LAW

These Terms 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. Marketers 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 Terms shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. Marketers 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 Terms, 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 Marketers be permitted to obtain any award for, and Marketers hereby waive 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.

13. ELECTRONIC ACCEPTANCE EFFECTIVE

These Terms set out the legally binding terms for use of BrandGraph. Marketers indicate acceptance of the Terms and all of the terms and conditions contained or referenced in these Terms by creating an account and accessing the Platform, and also when executing an Order Form. Please print and save a copy of these Terms for record-keeping purposes and be mindful that these Terms may be updated by IZEA at any time.

14. MISCELLANEOUS

The Terms constitute the entire terms of service and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous terms of service, agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between any party 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 Terms. 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 Terms is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Terms, 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 Terms and has like economic effect. IZEA shall have no liability under the Terms 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 Terms shall be construed to create, evidence, or imply any agency, employment, business relationship, or joint venture between the parties. Marketer is not an employee of IZEA.  Neither IZEA or Marketer shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Terms are not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. Marketers may not assign or transfer the Terms, or sublicense, assign or delegate any right or duty under the Terms 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 Terms, in whole or in part, or any of its rights or delegate any of its duties, under the Terms to any party. Any rights not expressly granted in the Terms are reserved by IZEA, and all implied licenses are disclaimed. Headings used in the Terms are for reference purposes only and in no way affect the Terms. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. IZEA may change the Terms and/or the Privacy Notice at any time upon notice published on its Site(s). Any use by a Marketer, their affiliates, agents, representatives, employees, or any person or entity acting on their behalf, of BrandGraph after such notice shall be deemed to be continued acceptance by them of the Terms and Privacy Notice, including any amendments and modifications thereto. All information or material in connection with BrandGraph must be submitted in the form requested by IZEA. IZEA reserves the right to discontinue offering, and/or modify BrandGraph at any time. Except as otherwise specified by IZEA, parties agree that they will direct all communications relating to BrandGraph or their 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 a party’s information (including listings) may be displayed may be redesigned or modified at any time.

A. Channel must be a minimum of 90 days old;

B. Channel must have a minimum number of followers/fans to be eligible (varies depending on connection);

C. Channel must not contain a content gap of more than 90 days;

D. Channel must be public (accessible to anyone);

E. Channel must contain a majority of original content;

F. Channel must be in a supported language (English, Spanish, other as required by the Opportunity);

G. Channel may not contain content that is inappropriate, obscene, violent (including hate speech), illegal, or violates the Marketplace Guidelines;

H. Creator must not have made any material misrepresentations about the Channel’s history, scope, breadth, number of followers, type of followers, or anything similar.

Creators must periodically review the training materials available on the Platform. Creators also agree that IZEA and/or the Marketer, in connection with the Opportunity, may use data collected from these connections, pursuant to applicable privacy policies.

IZEA may, at any time, remove or delete a Creator’s account if IZEA deems the account is ineligible for participation in the Marketplace.

4.3. Creator Fulfillment of an Opportunity

By accepting an Opportunity, Creator acknowledges that (i) it will follow the Opportunity’s parameters, instructions, and guidelines, (ii) it has the authority and ability to perform the requested service within the stated time period, as applicable, (iii) all submitted content will be in the English language or such other language as required in the Opportunity, (iv) all submitted content or action will be original (not repurposed) and does not infringe on any license, copyright, patent, trademark, trade secret or other intellectual property right of any third party, (v) All required releases and waivers will be timely executed and submitted, (vi) All ads will be disabled in paid social media posts, (vii) all submitted content or action is in compliance with the terms of necessary third party platforms, (viii) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, 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 live for a minimum of forty-five (45) consecutive days (unless otherwise specified in the Opportunity) in order for the Marketplace to validate the fulfillment of the Opportunity and to earn compensation for the posted Opportunity. Unless Creator is a participant in PayPop (as described below) or the recipient of Direct Pay as determined by a Marketer, after forty-five (45) 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.

Creators, as part of any Opportunity they are contracted for, have an obligation to keep confidential any and all materials provided to them by Marketers. This obligation survives the end, cancellation, or termination of any agreements between Marketers and Creators.

4.3.1. Creator Failure To Fulfill an Opportunity

If Creator accepts an Opportunity yet fails to fully perform and meet the obligations thereof, IZEA may lower Creator’s rating in the system, post negative reviews, and potentially remove Creator and Creator’s account from any and all IZEA platforms, and Marketer may (i) deny payment to Creator for such failure to perform, and/or, (ii) take back any products, documents, or other items Creator received. Creator shall promptly return any such items requested by Marketer. Any Creator content prior to such failure or otherwise paid for is owned by the Marketer who posted the Opportunity.

4.3.2. Content Removal

If necessary, a Marketer may request that a Creator’s post in response to an Opportunity be removed from the Creator’s social media channel 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. Marketer may also request that an Opportunity be closed and/or cancelled at any time.

Marketer may owe payment to Creator, whether partial or full, based on how much Content was submitted or completed prior to Marketer’s request to remove Content or cancel an Opportunity.

Should Creator be asked to reasonably modify or to remove content posted in connection with an Opportunity, Creator must do so within twenty-four (24) hours of receiving such instruction. Failure to do so may result in a loss of compensation (including a clawback of monies already paid to Creator) and other remedies, up to and including removal from the Marketplace and termination for cause of any related contracts.

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 providing the funds to IZEA for payment to Creator. While IZEA may be remitting payment to Creator directly; under no circumstance does IZEA accept liability for payment to Creator. IZEA may also deny payments to Creator subject to any legal or lawful purpose. 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.

PayPop Terms

In accordance with Credit Card charges stated Section 4.5 below, PayPop allows qualified Creators to programmatically bypass the standard waiting period in IZEAx and receive payment immediately following the creation of sponsored social content for brands, for a fee. A fee ranging between 10-15%, based on the total dollar value of the Sponsored Social Opportunity, is applied to the total amount of compensation to be received by a Creator. The expedited payment is made directly to the Creator’s PayPal account (if connected) or is added to the Account balance if no PayPal email address is provided on the account. A valid credit card must be connected to the Creator’s account in order to use PayPop. The Creator will be directed to add a credit card if one is not already connected. Creator represents and warrants that it has the legal right to use any credit card utilized in connection with Creator’s account.

Determination of which creators are qualified to participate rests in IZEA’s sole discretion. By clicking “Yes, Pay Me” in the platform, and connecting a valid credit card, Creator(s) agree to pay an early withdrawal fee in exchange for expediting the standard compensation process. Once you initiate a request for an early payment through PayPop, the action is non-reversible and no refunds will be issued to you. Payment is contingent on your compliance with the terms of the Opportunity and any other applicable terms and conditions. You agree that failure to so comply is a contract breach that will result in a charge to the credit card associated with your account, and hereby authorize a charge to your account to recoup amounts paid. Unless Creator discontinues enrollment in PayPop or IZEA terminates Creator’s participation in PayPop, Creator understands that this pre-authorization is valid until thirty (30) days after Creator’s last payment via PayPop. A Creator’s request to use or acceptance of PayPop is voluntary, and not mandated by IZEA.

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.

If a Creator account is or becomes inactive for 180 consecutive days, defined as not logging into said account for 180 consecutive days, the balance in the account attributable to accrued promotional funds and referral fees will begin incurring charges for inactivity fees. The Creator acknowledges and agrees that the inactivity fee is $25 after 180 days, $50 after 210 days, and the balance remaining in the account, if any, after 240 days of inactivity. If charged, this fee is non-refundable. For the avoidance of doubt, monies earned by Creators via an Opportunity are not subject to these inactivity fees.

4.6. Grant of Usage License

a. Sponsored Social Content – Content is created by a Creator for Marketer’s marketing Campaign and is submitted, posted, displayed, or shared to Creator’s followers through his or her personal social media platforms. Unless otherwise indicated in an Opportunity, Content is owned by Creator, but IZEA and Marketer 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 Marketer will receive a limited license). While Marketer 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 Marketer (or brand) 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 Marketer (or brand).

b. Content Production – Content is created as commissioned by Marketer, 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 Marketer. Marketers 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 – Celebrity profile accounts are generally denoted with a unique banner within the Platform. Celebrity creators may need a special contract between Marketer and celebrity Creator to be completed, and any such contract shall be managed by the Marketer. Marketer 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 Statement of Work 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. Marketer and its Client will be advised of all relevant use limitations for licensed celebrity Creator content.

5. Using Direct Pay

The Marketplace offers Marketers and Creators the voluntary opportunity to use the “Direct Pay” feature to efficiently conduct financial transactions for expenses to be reimbursed and special payment requests that may occur in connection with a marketing Campaign but that need to be paid to Creators immediately.

Marketers may choose to use this feature within the platform to reimburse Creators for expenses incurred on an Opportunity, transactions completed outside of the workflow or platform, or for payments that must be released outside the typical 45-day payment window. Creators may submit items for payment, but Marketers have discretion regarding what will be approved. Funds will issue from a Marketer’s account immediately upon authorization of the payment, and any amounts issued through the Direct Pay feature are not refundable. A transaction fee will be assessed to Marketers for any payments facilitated using Direct Pay within the Platform. This transaction fee is assigned upon account creation. The Direct Pay feature is also subject to a monthly maximum dollar amount, which is set and controlled by IZEA.

Direct Pay is solely to facilitate financial transactions via Marketers and Creators within Workflow and is not offered for IZEAx Discovery users. Direct Pay is not a vehicle through which Marketers and Creators can enter into agreements or contracts or amend the terms of the approved Campaign or Opportunity.

By using Direct Pay, Marketers and Creators agree that IZEA:

Unless stated otherwise in the terms of the Campaign, Opportunity, or other related contract, any disputes over transactions made or other failures to act via Direct Pay are not a considered a breach of the Campaign, Opportunity, or other related contract.

6. Confidentiality

“Confidential Information” means any information disclosed by a disclosing party (e.g. IZEA, Marketer/Partner, Creator) to a receiving party (e.g. Marketer/Partner, IZEA, or Creator) 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 the receiving party; (ii) becomes publicly known and made generally available after disclosure to the receiving party other than through the receiving party’s action or inaction; or (iii) is in receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure by the disclosing party as shown by receiving party’s files and records. Receiving party shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to those individuals 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 the receiving party and in accordance with the Terms. Receiving party agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Receiving party may disclose Confidential Information if required by law to disclose the Confidential Information, provided that receiving party gives the disclosing party 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 the disclosing party’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon its request, and also, upon termination of the Terms.

Nothing contained in the Terms will prevent IZEA, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Terms and the terms of the applicable Privacy Notice, the Privacy Notice shall control. Marketer and/or Creator may not issue any press release or other public statement regarding the Terms, IZEA or its parent and/or its affiliates without IZEA’s prior written consent.

7. Marketplace Guidelines

All participants should observe these Guidelines, or risk being excluded from participation in the Marketplace:

8. Unauthorized Use

Outside of an API provided by IZEA, any attempt to access the Marketplace without authorization or by using another party’s account, 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 data, including 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, and each action is grounds for termination of Marketer and/or Creator’s account in the Marketplace and/or termination for cause of any of Marketer and/or Creator’s agreements.

9. Third Party Websites and Services

Marketplace users may, from time to time, connect third party websites and accounts to their Marketplace account. By doing so, users consent to the release of user information on IZEA to those third parties, in accordance with the policies of those third parties. Users also consent to the release of user information on those third parties to IZEA, in accordance with IZEA’s Privacy Notice. Users also consent to IZEA sharing user information with third parties IZEA is contracted with in order to provide services or functionalities on behalf of Marketplace users.

10. Provision of Services

IZEA is constantly innovating and changing its Marketplace offerings in order to provide the best possible experience for its users. Marketers and Creators 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. Marketers and Creators acknowledge and agree that IZEA may stop (permanently or temporarily) providing the Marketplace Services (or any features or functionality within the Marketplace) to Marketers and Creators or to users generally at IZEA’s sole discretion, without prior notice to you. Marketers and Creators and/or IZEA may terminate these Terms and/or Marketer and/or Creator’s 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 20 of these Terms shall survive any termination of these Terms. In addition, IZEA has the ability to (i) modify user, account, or organization 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.

11. 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 these Terms(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, trade dress, 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, Creators and Marketers agree that all Information will (i) not be false, misrepresentative, deceptive or misleading; (ii) not be defamatory, libelous, slanderous, obscene or threatening; (iii) not target children under the age of thirteen (13), (iv) 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.

Marketer further represents that (i) it has a reasonable basis for all claims made within its advertising and possesses appropriate documentation to substantiate such claims; (ii) it will comply with the applicable Master Service Agreement (if applicable); (iii) the landing page for any links (i.e., the Marketer’s website page where a consumer is directed when the consumer clicks on the link, fills in a registration form or takes a similar action) contains a prominent link to Marketer’s privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Marketer’s use, collection and disclosure of their personal information; and (iv) prior to loading any computer program onto an individual’s computer, including without limitation programs commonly referred to as spyware but excluding cookies (provided that cookies are disclosed in Marketer’s privacy policy), Marketer shall provide notice to and shall obtain the express consent of such individual.

12. Trademarks and Copyrights

All graphics, logos, designs, page headers, button icons, scripts, and service names appearing on the Sites are registered and unregistered service marks, trademarks, trade names, or trade dress of IZEA Worldwide, 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 organizations 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.

13. Indemnification

Creators and Marketers each agree to indemnify, defend, and hold IZEA, its subsidiaries and affiliates, and its and their employees, officers, and directors (each, an “IZEA Entity” and collectively, the “IZEA Entities”), and each IZEA Entity’s licensors, organizations, licensees, consultants, contractors, agents, attorneys, owners, third party service providers and third parties authorized 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”), harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly arise out of or result from your information or materials, use of the Service, any Social Content and/or Action, your website, or your breach of these Terms. 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.

14. 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 SITES, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE IZEA SITES, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, ACCURACY OF COMMUNICATIONS, 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 SITES 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.

15. Limitation of Liability

ANY LIABILITY OF IZEA TO A MARKETER IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO 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, THESE TERMS. 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 THESE TERMS, 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.

16. Notices

IZEA may give general notices to parties by posting on its Sites, or by electronic mail to the e-mail address provided by a Marketer or Creator to IZEA. It is the party’s responsibility to ensure that their e-mail address and any other contact information provided to IZEA is updated, current and correct. It is a Marketer or Creator’s responsibility to also check these Terms to see if there has been a modification. All notices to IZEA shall be sent via nationally recognized overnight courier or certified mail, return receipt requested, to: IZEA Worldwide, Inc., 1317 Edgewater Drive, Suite #1880, Orlando, FL 32804 USA Attn: Legal Notices.

17. Choice of Law

These Terms 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. Marketers and Creators 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 Terms shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. Marketers and Creators 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 Terms, 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 Marketers and Creators be permitted to obtain any award for, and Marketers and Creators hereby waive 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.

18. Electronic Acceptance Effective

These Terms set out the legally binding terms for use of IZEA’s Sites, Services, and/or Marketplace. Marketers and Creators indicate acceptance of the Terms and all of the terms and conditions contained or referenced in these Terms by creating an account and accessing the Marketplace Services. Please print and save a copy of these Terms for record-keeping purposes and be mindful that these Terms may be updated by IZEA at any time.

19. Miscellaneous

The Terms constitute the entire terms of service and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous terms of service, agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between any party 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 Terms. 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 Terms is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Terms, 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 Terms and has like economic effect. IZEA shall have no liability under the Terms 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 Terms shall be construed to create, evidence, or imply any agency, employment, business relationship, or joint venture between the parties. Neither Marketer nor Creator are employees of IZEA. None of IZEA, Marketer, or Creator shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Terms are not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. Creators and Marketers may not assign or transfer the Terms, or sublicense, assign or delegate any right or duty under the Terms 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 Terms, in whole or in part, or any of its rights or delegate any of its duties, under the Terms to any party. Any rights not expressly granted in the Terms are reserved by IZEA, and all implied licenses are disclaimed. Headings used in the Terms are for reference purposes only and in no way affect the Terms. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. IZEA may change the Terms and/or the Privacy Notice at any time upon notice published on its Site(s). Any use by a Creator or Marketer, their affiliates, agents, representatives, employees, or any person or entity acting on their behalf, of the Service after such notice shall be deemed to be continued acceptance by them of the Terms and Privacy Notice, 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, parties agree that they will direct all communications relating to the Service or their 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 a party’s information (including listings) may be displayed may be redesigned or modified at any time.

20. Safe Harbor Notice

Forward-looking statements in the Sites, if any, are made under the Safe Harbor provisions of Section 21E of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995, and any other applicable regulation. 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 resources, government regulation, and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission.