Updated March 30, 2023
For the avoidance of doubt, to the extent there is any conflict between these Terms and Conditions and the applicable IZEA Creator Agreement, the terms provided in the IZEA Creator Agreement shall control.
Section 1: Post Requirements
Creator will adhere to the following guidelines for Content:
a. The Content will:
1. be free from grammatical and spelling errors which significantly impact the Content’s readability;
2. be within the specified word count (for copy) and within Brand guidelines (for images);
3. be an original creation or work of authorship of the Creator; and
4. cover the specified topic and follow the specified tone and voice.
b. The Content will NOT:
1. mention or highlight anything related to profanity, sex, drinking, drugs, politics, religion or other controversial topics;
2. feature, include, mention or discuss other brands besides the Brand;
3. feature or include any third-party intellectual property, including any logos or images that are visible on clothing or accessories, background art, etc.; or feature or include any copyrighted materials, including music, images, likenesses, etc.
4. include any third-parties that were not specifically engaged by the Brand without the Brand’s prior consent. Creator understands and acknowledges that in the event any other people are approved to be included in the Content, Creator agrees to ensure that any other persons appearing in the Content execute the release, the template for which can be found at https://izea.com/flex-tos/nvl/.
Section 2: Content Review and Approval
Before the Creator can publish Content to various channels, Content must be reviewed and approved by the Brand. In order to facilitate Content review, Creator will adhere to the following:
a. IZEA will provide an offer with the Content requirements to the Creator.
b. Creator will submit all drafts of Content to IZEA for review in the method indicated by IZEA.
c. Content must be submitted no later than dates provided in the Publishing Schedule included in the Creator Agreement
d. Brand will review Content and will request edits on any information in the Content that may be incorrect or any Content requirements that were not met pursuant to this Creator Agreement. Creator will incorporate any edits within two (2) days of receipt.
e. Once approved by Brand, Creator will publish Content on the agreed-upon publishing schedule, as indicated in the Publishing Schedule provided in the Creator Agreement.
f. Following approval, the original asset files used for the Content must be delivered to IZEA upon request. Creator must obtain the proper license or transfer of copyright ownership for any third-party intellectual property (such as assets incorporated into the Content that are not owned by the Creator). Proof of such license must be provided to IZEA.
g. Creator acknowledges that nothing herein requires the Brand to use the Content.
Section 3: Content Usage
Creator grants IZEA a worldwide, fully paid-up, royalty-free, and fully sublicensable right and license to share, use, copy, display, reproduce, republish, and distribute the Content or any portion thereof, solely as necessary to perform the Services. Additionally, unless otherwise provided in the Campaign Line Items, Creator hereby grants to the Brand and IZEA the right to use Creator’s name, voice, image, avatar, physical likeness, social media profile information, as well as Creator’s opinions, content, photographs, videos, or artistic renderings as embodied in the Content on the their owned and operated websites, social media platforms, via native sharing such as re-gramming, re-sharing, commenting, or liking for a period of twelve (12) months (the “Content Usage Term”). For the avoidance of doubt, Neither the Brand or IZEA shall be responsible for locating and removing any published Content existing online after the expiration of the Content Usage Term, and the Brand and IZEA agree that they shall make no new uses of the Content.
Section 4: Terms & Conditions
a. Transparency & Disclosure. Creator must clearly disclose in their Content the relationship between themselves and the Brand. IZEA requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the Creator and the Brand. IZEA reserves the right to review and monitor the disclosure practices of all Creator and to either require greater levels of disclosure (in the event that IZEA determines in its sole discretion that current disclosure practices – including placement of clear and conspicuous disclosure – are inadequate) or remove the Creator or the Content from any or all of Brand’s campaigns. Creator agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements); Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf); and to comply with all applicable local, state, federal and international laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act, in the preparation and delivery of Content. Any violations of the above terms by Creator may be cause for termination of any relevant contracts or campaigns involving Creator.
b. Confidentiality. “Confidential Information” means any information disclosed by a disclosing party (e.g. Brand, IZEA, or Creator) to a receiving party (e.g. Brand, 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 and Conditions will prevent IZEA, its parent and/or affiliates from complying with privacy laws and regulations. Creator may not issue any press release or other public statement regarding the Terms and Conditions or Creator’s involvement in any Brand campaign(s), or about IZEA or its parent and/or its affiliates, without IZEA’s prior written consent.
c. Prior Agreements. In the event of a conflict between the IZEA Creator Agreement and any other online agreements or terms of service previously agreed to between the parties in connection with the Campaign, the IZEA Creator Agreement shall govern.
d. Representations. Creator represents that the usage by IZEA and the Brand of the Content and Creator’s name, voice, image, and/or likeness as described herein will not violate the rights or licenses of any third parties, and that the consent of no other person, firm, corporation, or labor organization is required to authorize such usage. Creator further represents that any clothing, item, artwork, tattoo, or any other image or media to be displayed in the Content will not violate the rights or licenses of any third parties. Creator shall submit to IZEA, prior to the start of any Content production, any necessary third-party consents, licenses, and/or releases evidencing such permission. Creator additionally represents and warrants that Creator will comply with all applicable laws including complying with all applicable laws in connection with this Agreement, including but not limited to the CAN-SPAM Act of 2003.
e. Creator’s Performance and Agency’s Authority. If an Agency is entering into this Agreement on Creator’s behalf, such Agency represents and warrants that it has the authority to enter into this Agreement on behalf of Creator and to bind the Creator to its terms.
f. Release of Liability. By participating in this campaign, Creator shall hold harmless, absolve, covenant not to sue, and release, waive, and discharge any “Claims” that Creator or its estate may have against IZEA, IZEA, Brand, and its and their parents, affiliates, subsidiaries, agents (including advertising agencies), contractors, successors and assigns, and the employees, officers, and directors of all such entities (collectively, “Released Parties”). “Claims” shall include all liability, loss, theft, harm, damage, injury, illness, disability, death, cost, or expense resulting from or arising out of Creator’s participation in the campaign except to the extent any of the foregoing is caused by the grossly negligent acts or omissions or willful misconduct of IZEA.
g. Insurance. IZEA represents that it has sufficient insurance to cover any and all liabilities arising out of IZEA’s acts or omissions in connection with the Agreement.
h. Indemnification.
1. Creator expressly agrees to and shall indemnify IZEA (including its subsidiary and affiliated companies, successors, assigns, licensees, employees, and agents) and the Brand from and against any and all third-party claims, demands, actions, or causes of action, damages, liabilities, costs, expenses and losses of any nature or kind whatsoever arising out of or relating to this Agreement and any breach of a representation or warranty made by Creator hereunder.
2. IZEA shall indemnify Creator from and against any and all third-party claims, demands, actions, or causes of action, damages, liabilities, costs, expenses and losses of any nature or kind whatsoever arising out of or relating to IZEA’s uncured material breach of this Agreement. To the extent available via pass-through indemnification from the Brand, IZEA shall indemnify the Creator against third party claims arising out of the development, production, distribution and exploitation of the Content by Brand, and any element thereof or right therein (including, without limitation Brand’s products and intellectual property) except where the same shall be subject to Creator’s own indemnification obligations herein.
i. Notices. IZEA may give general notices to Creator by electronic mail to the e-mail address provided by 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. All notices to IZEA shall be sent via email to LegalRequests@izea.com or 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.
j. Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Florida without regard to its conflict of law principles. Each party consents to submit to the jurisdiction of the courts of the United States of America located in the City of Orlando, Florida, for any action, suit or proceeding arising out of or relating to this Agreement. Each party further waives any objection to the laying of venue of any such action, suit or proceeding in such courts, and further agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.
Section 5: Cancellation and Failure to Launch:
a. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party in the event of any uncured material breach by such other party, including a breach of a party’s representation, duty, or obligation under this Agreement (such as, in the case of Creator, failure to meet deadlines, failure to keep Content live for the required period of time, or a breach of the Morals Clause), that remains uncured forty-eight (48) hours after receipt of written notice from the other party specifying such breach in reasonable detail. In the event of such uncured material breach by Creator, no compensation shall be due or owing. In the event of a termination by Creator for IZEA’s uncured material breach, IZEA shall remit to Creator up to twenty percent (20%) of the Compensation if the full amount has not yet been paid. Creator agrees that, in the event Content is not published or is rejected by the Brand, Creator shall relinquish all rights in such Content and shall not make any use, commercial or otherwise, of such Content.
b. Compensation upon Termination for Cause. Creator acknowledges that if cancellation is a result of the Creator’s breach of any of the requirements or obligations listed in this Agreement including, but not limited to, missed deadlines, failure to submit Content, failure to establish an account via izea.com (solely to the extent IZEA requires Creator to establish an account for purposes of a campaign), or any other breach of Creator’s duties and obligations, then no compensation is due or owed to Creator.
c. Morals Clause. IZEA shall have the right to terminate this Agreement immediately (without a cure period) upon written notice to Creator if Creator shall have committed or commits any act, or if Creator shall have conducted or conducts itself in a manner which shall be an offense involving moral turpitude, in IZEA’s or Brand’s opinion, or under federal, state, or local laws, or which might tend to bring Creator or Brand into public disrepute, contempt, scandal, or ridicule, or which may embarrass, offend, insult, shock, or denigrate individuals or groups, or the Brand’s community, or reflect unfavorably on Brand or IZEA. In the event of such termination by IZEA due to Creator’s breach of this Morals Clause, this Agreement shall immediately terminate, and Creator shall relinquish any amounts paid under this Agreement and forfeit any further compensation in connection therewith.
d. Force Majeure. Except in the event of a hurricane, earthquake, terrorist act or threat, war, Act of God, or other force majeure event extending the performance period for this campaign, all Content is due by the deadline(s) indicated in this Agreement, unless IZEA otherwise agrees in writing to extend such deadline(s). Failure of Creator to submit Content by the deadline, or to provide written notice to IZEA within a commercially reasonable time of a force majeure event, will be deemed an incurable breach that will result in Creator forfeiting any compensation under the Agreement.
