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IZEA Flex Terms of Use

Updated June 20, 2024

1. OWNERSHIP OF SITE; AGREEMENT TO TERMS OF USE

These Terms of Use (the “Terms”) apply to the IZEA web site located at flex.izea.com, and all associated sites linked thereto by IZEA Worldwide, Inc. (“IZEA”), its subsidiaries, and affiliates (the “Site(s)”). IZEA owns and operates the Sites as well as numerous other web sites, access to which is made available under these Terms and the Privacy Notice.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR ACCESS THE SITES. These Terms set out the legally binding terms for use of IZEA’s Sites and Services. Users indicate acceptance of the Terms and all the terms and conditions contained or referenced in these Terms by browsing the Site(s), creating an account, or otherwise accessing the Services. IZEA reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Sites following the posting of changes will mean that you accept and agree to the changes. Provided you comply with these Terms, IZEA grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Sites.

2. CONTENT

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 or its subsidiaries and affiliates in the U.S. and other countries (collectively, “trademarks”). IZEA’s trademarks and any images, avatars, or icons available on our Sites may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service, or in any commercial manner, without prior written approval. The only exception to the foregoing is usage solely in connection with journalistic promotion of our services. 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 and other intellectual property shall inure to the benefit of IZEA.

The 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. The Sites may feature, display, or utilize certain images, logos, or other materials that are copyrighted and/or trademarked by third parties. IZEA’s usage of these copyrights and trademarks is governed by applicable fair use laws, and IZEA does not claim to own any interest in such intellectual property, which proprietary rights and goodwill shall inure to the benefit of its owners.

3. ELIGIBILITY

You must be an adult (as defined by the jurisdiction in which you reside) to access the Sites and its features. Authorized agents or representatives may create accounts on behalf of a Creator or Marketer and both the agent/representative and the Creator or Marketer will be deemed bound by these Terms of Service. By registering for an account, 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 Privacy Notice, which is integrated into and included as part of these Terms. IZEA accounts are not transferable, assignable or resalable under any circumstances.

4. PROVISION OF SERVICES

IZEA is constantly innovating and changing its offerings to provide the best possible experience for its users. Users of its Site(s) acknowledge and agree that, without prior notice to you, (i) the form and nature of the Services which IZEA provides may change from time to time, and (ii) IZEA may stop (permanently or temporarily) providing some or all of the services or features of the Site(s) to users generally at IZEA’s sole discretion. IZEA may terminate the relationship covered by these Terms and/or a User’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. Those sections of these Terms which would typically survive, 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.

5. THIRD PARTY WEBSITES AND SERVICES

Users may, from time to time, connect accounts or content from third party websites to their account(s) via the Site(s). 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, and to IZEA sharing user information with third parties that IZEA has contracted with to provide services or functionalities on behalf of Users. In addition, the Sites may contain links to other independent third-party web sites. Such third-party sites are not under IZEA’s control and as such IZEA is not responsible for any content, information, or materials provided on such sites.

6. REPRESENTATIONS AND WARRANTIES

Each user of the Site(s) represents, warrants, and covenants 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 redirected; (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 Site(s), 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 Site(s) (including all content, data, claims, statements, products and services, casting calls, contacts, titles, URLs and descriptions) for use as described in these Terms (the “Information”).

Users shall further 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. Each user who is deemed a “Marketer” on the relevant Sites 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. Additionally, Users acknowledge and 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.

If an individual or entity is registering and/or creating an account on behalf of a Creator or Marketer, such individual or entity represents and warrants that it has the authority to act on behalf of such Creator or Marketer as its agent or representative and to bind such Creator or Marketer to the IZEA Flex Terms of Use and to the terms of any agreement entered into in connection with the Sites.

7. WARRANTY DISCLAIMER

USERS 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.

8. LIMITATION OF LIABILITY

ANY LIABILITY OF IZEA TO A SITE USER IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID BY SUCH USER DIRECTLY TO IZEA FOR THE SERVICES PROVIDED IN CONNECTION WITH THE CLAIM. 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. THE SITE USER AGREES THAT IT 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, 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.

9. INDEMNIFICATION

Users of the Site(s) 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 authorized third parties from and against 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 information or materials provided, use of the Site(s) or the Platform(s) 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.

10. 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 User 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 User’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.

11. CLAIMS OF COPYRIGHT INFRINGEMENT

We respect the intellectual property of others, and we ask our contributors and those utilizing Marketplace to do the same. If you believe that your copyrighted work has been copied and is accessible on this site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information:

  • The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
  • A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
  • Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published.
  • Identification of the URL or other specific location on the Sites where the material that you claim is infringing is located; you must include enough information to allow us to locate the material.
  • Your name, address, telephone number, and email address.
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our agent for notice of claims of copyright infringement on this site can be reached as follows: Copyright Agent c/o IZEA Worldwide, Inc. 1317 Edgewater Dr., Suite #1880 Orlando, FL 32804 USA copyrightagent@izea.com

12. GOVERNING LAW; DISPUTE RESOLUTION

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. Users 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. Users 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 Users be permitted to obtain any award for, and Users 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. 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. Site Users are not employees of IZEA. Neither IZEA nor a Site User 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. Users 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 Site User, 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.

14. 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.

IZEA Flex Terms of Service

Updated August 20, 2024

1. Introduction

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 (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/). Should you integrate your account with Shopify, TikTok, or Google, you are also agreeing to be bound by the following: Google Privacy Policy (as well as Google’s security revocation site, Google Security Settings); Shopify Terms of Service and Privacy Policy; TikTok’s Terms of Service and Privacy Policy.

IZEA may collect information to include your name, company name, email address, mailing address, and other information you provide when engaging on our site or with our chat bot. These interactions are subject to our Privacy Notice. By carrying on a conversation with our chat bot, you consent to receiving communications from the bot and to the processing of your conversation via Hubspot in accordance with any terms of use or privacy notice that may apply in connection with that platform. Because our chat bot utilizes artificial intelligence to communicate with you, it may provide information that is an inaccurate response to your requests in its interactions with you. You agree that IZEA shall not be liable to you or any third party for the chatbot providing inaccurate information to you.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR ACCESS THE SITES. These Terms set out the legally binding terms for use of IZEA’s Sites and Services. Users indicate acceptance of the Terms and all the terms and conditions contained or referenced in these Terms by browsing the Site(s), creating an account, or otherwise accessing the Services. IZEA reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Sites following the posting of changes will mean that you accept and agree to the changes. Provided you comply with these Terms, IZEA grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Sites.

1.1. Definitions

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.

2. Eligibility

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.

3.2. 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 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 nonrefundable. 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, unless otherwise indicated, 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 the payment processing provider made available within the Platform in order to participate in Direct Pay.

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

  1. Shares no responsibility or liability for any requests made via Direct Pay;
  2. Shares no responsibility or liability for the approval or disapproval of any request;
  3. Shares no responsibility or liability for completed or incomplete requests; and
  4. 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.

3.6. Disputes

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.

4. Ownership & License Rights

Marketers can choose the following categories of owned or licensed content in connection with the services being purchased on the Sites. Under no circumstance is any content or service to be used for any illegal, immoral, or defamatory purpose. No license is granted to Marketer for rejected content or services or any content or services that have not been fully accepted or approved by the Marketer via the platform. To the extent publicity rights are contemplated by the services provided, Marketer shall be granted a limited license to such publicity rights to the extent required to make use of the content delivered, and solely in connection with such content, in accordance with the terms of the applicable license. No royalties shall be paid for any services or content delivered via Flex.

For information purposes, the “Distribution Channels” as referenced herein may include, but not be limited to, the Marketer’s owned and operated sites, social media platform pages, etc., as indicated in the form in the Platform.

A. Organic Content. Marketers shall receive a non-exclusive, worldwide, fully paid-up, royalty-free, and fully sublicensable right and license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute pre-existing content provided by the Creator solely on the Distribution Channels and for the Content Usage Period agreed upon in the applicable offer in Flex.

B. Licensed Content. The Creator shall create Content exclusively for a Marketer’s marketing campaign, and the Marketer shall receive a worldwide, 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 solely on the Distribution Channels and for Content Usage Period agreed upon in the applicable offer in Flex.

C. Owned Content. The Creator shall create Content exclusively for Marketer, and the ownership and copyright in such Content will be transferred/assigned to the Marketer. For the avoidance of doubt, the Marketer shall be permitted to use, copy, reproduce, have reproduced, edit for length or clarity, create derivative works of, perform, publish, and exploit such Content in its sole discretion, without limitation.

D. Sponsored Social Content. The Creator shall create Content exclusively for a Marketer’s marketing campaign, which, following Marketer’s approval, shall then be submitted, posted, displayed, and/or shared to Creator’s followers through such Creator’s personal social media platforms. Marketers shall receive a worldwide, 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 solely on the Distribution Channels and for the Content Usage Period agreed upon in the applicable offer in Flex. 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 shall also receive a limited license). Marketer acknowledges that while it shall receive the right to reuse the content outside of its native platform, FTC guidelines state that the connection between the Marketer and the Creator must be disclosed and the content must be attributed to the Creator, and that such disclosure should also clearly and conspicuously communicate that the Creator has been paid by or works with the Marketer.

5. 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.

6. Sites Guidelines

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

  1. Pornography or sexually explicit content, as well as violent content, is not allowed in the Sites.

  2. 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.

  3. There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (without their permission).

  4. Misleading descriptions, titles, thumbnails, tags, or large amounts of repetitive content are not allowed.

  5. There will be no solicitation or spamming users in the Sites. Communication or “solicitation” should only be for paid Casting Calls within the Sites.

  6. All participants in Campaigns and Casting Calls must comply with all relevant and applicable laws, regulations, and guidelines.

7. 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.

8. 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, Google Analytics, Gmail, and TikTok in the provision of the Flex platform, and IZEA receives and shares personal information, spark codes, performance metrics, and sales data in connection therewith.

9. AI Feature Terms of Service

By accessing any artificial intelligence (AI) features made available through the Platform, you agree to the following AI Feature Terms of Service (AI TOS), in addition to the applicable Terms of Service and Privacy Notice agreed to when creating an account on any of IZEA’s Sites. Notwithstanding any Terms of Service provisions to the contrary, no intellectual property rights are granted in any AI-generated output, which you use at your own risk and without any protection or indemnification offered by IZEA.

OpenAI and StabilityAI

You acknowledge and agree that by accessing the Platform your usage is governed by the OpenAI and Stable Diffusion Art’s Terms of Service.

You acknowledge and agree that by accessing the Platform, the Platform and its AI features make 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 any AI feature, the Platform 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 or share illegal or harmful outputs or content.

  • You may not represent that the output was human-generated.

  • You acknowledge that the output of any AI feature is only meant to serve as inspiration for the creation of other works, and that it will be created based on user generated data, which may be subjective or inaccurate. Therefore, IZEA cannot and does not guarantee that the output will be accurate or free of any offensive or harmful content, and you agree that IZEA shall not be liable for any direct, indirect, incidental, special, or consequential damages in connection with any claims arising from your creation or use of such output.
  • Recommendation Against Providing any Non-Public Information. Notwithstanding anything to the contrary herein, you acknowledge and agree that any information and/or data that you provide into any AI feature’s prompt may be stored by OpenAI, and/or Stable Diffusion Arts and used to train their applicable AI models, which may result in the exposure of such information and/or data to other users of these AI models as a component of their output. IZEA strongly recommends against providing or entering any confidential information, your company’s development strategies, trade secrets, intellectual property, etc into any of IZEA’s AI features’ prompts, and you acknowledge and agree that IZEA shall be held harmless for any use or disclosure of any such information, including confidential information, that is entered into any of such AI features’ prompts or that is included or incorporated into any output created as a result, unless such disclosure is a result of IZEA’s gross negligence or willful misconduct.

Additional Details

  • You acknowledge and agree that you will not use or input any prompt(s) that infringe any intellectual property rights or any other proprietary rights of another party, and that you shall not use or upload any prompt(s) prohibited by law, contract, 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).

10. Marketer Representations and Warranties

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.