Updated February 1, 2023
IZEA Worldwide, Inc. (“IZEA”) owns and operates IZEA Flex (“Flex” or “Platform”), a SaaS CRM solution for brands, agencies, and others to manage creator and influencer marketing campaigns, as well as other sites hosted and operated by IZEA including Shake, BrandGraph, and others (the “Sites”).
Access to the Sites, and any features, is made available under these Terms of Service (“Terms”) and the Privacy Notice (https://izea.com/privacy-policy/).
To the extent any terms herein conflict with negotiated agreements between IZEA and a party, the negotiated language controls. If you do not agree to these Terms, please do not use or access the Sites. Accordingly, when you use the Sites, 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 flex.izea.com.
In the Terms (i) a “Marketer” means any person or entity who participates in the Sites Services directly or by IZEA authorized personnel on behalf of Marketer to use the services of a Creator; (ii) “Creator” means any person, entity or group that creates and distributes the original content or sponsored social content, and/or performs an action, including but not limited to content posted through their associated social networks (i.e. Twitter, Facebook, blogs, etc.); (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; and (iv) “Casting Call” means a request by a Marketer for a Creator to create content to be owned by the Marketer, distribute licensed sponsored social content on the Creators’ social media channels, attend in-person events, or fill short-term or long-term roles as independent contractors. These Terms shall apply to all transactions conducted through the Sites.
You must be an adult (as defined by the jurisdiction in which you reside) to register as a Marketer on the Sites. Minors are not permitted to create Marketer accounts in Flex. Authorized agents may create accounts, with proof of authorization from the individual on whose behalf the account is created, and both the agent and the individual will be deemed bound by these Terms of Service. By registering in the Sites, 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 the 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. Marketer Terms
3.1 Terms Governing Use of Sites
Marketer acknowledges and agrees that it is responsible for, and has permission or license to use, all information it submits to the Sites and any claims arising out of such information, content, data, or intellectual property used or published by Marketer. Marketer cannot sell, publish, or make any other use of data obtained via the Sites beyond the permissible uses of creating contacts or associations within the Platform and tracking Marketer’s obligations, including payment obligations. Marketer must comply with all applicable laws, including privacy laws, in the collection, creation, storage, exportation, and usage of any data on the Sites, including IZEA’s Privacy Notice.
In the use of Flex or the Tag(s) or other features available on the Sites, Marketer may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics (or any other protected class) of the Creator, nor shall the Marketer violate any applicable labor or employment laws.
Marketer agrees that IZEA is not responsible for any aspect of Marketer’s content or product to be reviewed, shared, sponsored, or advertised by Creators engaged by Marketer on the Site(s). 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 and on Marketer’s website(s) is, and will be updated to remain, current and accurate, (ii) any website links provided will look substantially the same to all end users regardless of the end users’ location or device, (iii) the Marketer’s website(s) does not contain any IZEA-owned or licensed content, except pursuant to a separate signed agreement with IZEA, (iv) Campaigns are run in compliance with third party platform terms, and IZEA takes no responsibility for such compliance or third parties. Marketer acknowledges that Creators are independent third parties and not directly controlled by IZEA. As a consequence, any blog postings or sponsorship of Marketer’s content or product(s) will inherently risk negative or unflattering comments about Marketer’s content, product(s) or company. Marketer specifically acknowledges and agrees that IZEA (unless the Campaign is being fully managed by IZEA) has no control over any content that may be available or published on any blog (or otherwise), and that Marketer, even if being fully managed by IZEA, is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Marketer.
Third party organizations or Marketers that utilize their own networks of creators are responsible for their own review and acceptance process. IZEA takes no responsibility for any information, data, submission, response, comment, or other feedback provided or obtained from any third party in response to any Content or use of any Content.
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 the Sites 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 Sites Services hereunder: (i) a charge will be made to the Marketer’s credit card unless another payment method is approved 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 Casting Calls from the Sites until the balance is paid in full. All fees for the Sites Services which are charged to Marketer’s account, as well as all deposit(s) for future Sites 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 may be locked until an alternative or updated method of payment 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 these Terms, 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 Sites or Marketer’s participation therein, all outstanding payment obligations incurred by Marketer under the Sites will become immediately due and payable.
3.3. Credit Card Charges
Marketer authorizes IZEA to charge Marketer’s credit card, as approved and 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 Sites Services or pay for agreed upon fees. Marketer will be responsible for charges resulting from the use of Sites Services and any applicable service fees will be automatically withdrawn.
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 understand and agree that third parties shall receive this information to facilitate 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 Sites 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 Sites at any time, although any pending Casting Calls will be completed using the method current when the Casting Call 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 these Terms. If a user does not consent to such modified Terms, such user must immediately discontinue using the Sites. 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 the Sites Services, Marketer understands that this pre-authorization is valid until the termination of these Terms 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 these Terms, which provides the terms of your pre-authorization.
3.4 Direct Pay
The Sites offer pre-approved Marketers the opportunity to use the “Direct Pay” feature to facilitate financial transactions via Marketers and Creators for services rendered or reimbursement of product purchases. The Direct Pay feature is subject to a monthly maximum dollar amount, which is set and controlled by IZEA. Funds issue from a Marketer’s account immediately upon authorization of the payment, and any amounts issued through the Direct Pay feature are not refundable.
Where applicable, a funding fee will be assessed to Marketers for loading amounts via a valid credit card into an account to be used with Direct Pay. No funding fee shall be assessed for accounts funded in advance via ACH. Should a Marketer request a credit balance to be extended for use on the Site(s), IZEA shall in its sole discretion determine the limits of such credit balance and account threshold based on a variety of factors, which amount may be subject to change.
A fixed transaction fee will be charged for any payments facilitated using Direct Pay within the Platform.
Marketers are responsible for tracking and recording all expenses, credits, and other transactions. Marketers and Creators must be able to send and receive payment via PayPal in order to participate in Direct Pay.
By using Direct Pay, Marketers and Creators agree that IZEA:
- Shares no responsibility or liability for any requests made via Direct Pay;
- Shares no responsibility or liability for the approval or disapproval of any request;
- Shares no responsibility or liability for completed or incomplete requests; and
- Shares no responsibility or liability for any disputes in payments received or not received.
3.5. Sweeping Old Accounts
If a Marketer with funds available on an account is or becomes inactive (defined as not logging into said account ) for 180 consecutive days, the account may be disabled and any existing balance in the account will begin incurring charges for monthly inactivity fees. If charged, this fee is non-refundable. 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.
Any disputes between Marketer and Creator arising out of the use of Flex or any of the Sites, whether based in contract or otherwise, are the full responsibility of Marketer. IZEA is not responsible for any loss of information, data, or content; any inability of Marketer to pay fees due; for Marketer’s violation of these Terms of Service; or for any misuse of copyright or use of content in violation of any applicable licensed content terms.
“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.
5. Sites Guidelines
All participants should observe these Guidelines, or risk being excluded from participation in the Sites:
- Pornography or sexually explicit content, as well as violent content, is not allowed in the Sites.
- Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. (aka “hate speech”) is not permitted.
- There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (without their permission).
- Misleading descriptions, titles, thumbnails, tags, or large amounts of repetitive content are not allowed.
- There will be no solicitation or spamming users in the Sites. Communication or “solicitation” should only be for paid Casting Calls within the Sites.
- All participants in Campaigns and Casting Calls must comply with all relevant and applicable laws, regulations, and guidelines.
6. Unauthorized Use
Any attempt to access the Sites 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 Sites, 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 Sites and/or termination for cause of any of Marketer and/or Creator’s agreements.
7. Third Party Websites and Services
Sites users may, from time to time, connect third party websites and accounts to their Sites 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 Sites users. For the avoidance of doubt, IZEA provides connections to third party sites such as Shopify and Google Analytics in the provision of the Flex platform, and both receives and shares personal information and sales data in connection therewith.
8. AI Storyboards Terms of Service
By accessing the AI Storyboards feature, you agree to the following Terms of Service (TOS), in addition to the Terms of Service and Privacy Notice agreed to when creating an account on IZEA’s platform(s).
You acknowledge and agree that this feature makes use of third party software, including variations of open source software. Your usage is governed by the OpenAI and Stability AI Terms of Service, along with the CreativeML Open RAIL++-M License. IZEA Worldwide, Inc. and its subsidiaries (“IZEA”) provide no representation or warranty with regard to the services, the availability of the services, the right or permission to use the prompt terms or output generated by these third-party tools, nor offer any indemnification against any intellectual property rights claims arising from usage. IZEA may restrict or terminate access to this feature or any account, at any time, for any reason. IZEA may institute rate limiting or usage restrictions in the future.
Summary of Usage Terms
- IZEA claims no rights or license on the outputs you generate, you are free to use them and are accountable for their use which must not go against the provisions set in the licenses referenced above or in the Additional Details section below.
- You can’t use the model to deliberately produce nor share illegal or harmful outputs or content.
- You may not represent that the output was human-generated.
- You must only upload/reference images or use prompts that do not infringe any intellectual property or other proprietary rights of any party, and that you have a right to upload or prompt under any law or under any contractual or fiduciary relationship.
- You agree you will NOT use the outputs produced:
- In any way that violates any applicable national, federal, state, local or international law or regulation;
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;
- To generate or disseminate verifiably false information and/or content with the purpose of harming others;
- To generate or disseminate personal identifiable information that can be used to harm an individual;
- To defame, disparage or otherwise harass others; or to violate the privacy, publicity, or other rights of a third party;
- To produce or share illegal, obscene, harassing, harmful, or offensive outputs or content;
- For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;
- To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
- For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
- To provide medical advice and medical results interpretation;
- To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).
9. Provision of Services
IZEA is constantly innovating and changing its Sites 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 Sites, Services, or any features or functionality within the Sites 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. The relevant sections 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; (ii) assume a user’s account for the purposes of troubleshooting and resolving issues; and/or (iii) terminate an account and any pending transactions if it suspects a violation of law or the Terms has occurred or is likely to occur.
10. Representations and Warranties
Creators and Marketers participating in the Sites 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 Sites, 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 Sites (including all content, data, claims, statements, products and services, Casting Calls, titles, URLs and descriptions) for use as described in these Terms (the “Information”).
Creators and Marketers participating in the Sites 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.
11. 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.
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.
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 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.
14. 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 CASTING CALL. 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 CASTING CALLS, 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 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.
16. 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.
17. Electronic Acceptance Effective
These Terms set out the legally binding terms for use of IZEA’s Sites, Services, and/or Sites. 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 Sites 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.
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.
19. 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 IZEA with the Securities and Exchange Commission.