Terms of Service

Last Updated: Jan 3, 2011

1. INTRODUCTION.

IZEA, Inc. d/b/a WeReward (“WeReward”) provides you, and, if applicable, your Affiliates, access to its online service (the “Service”) on www.wereward.com (the “WeReward Website”) and the related WeReward software on your mobile device or other computing device. The Service is a social networking, search and location-based suite of integrated mobile and web applications that allows Advertisers to provide Users with opportunities (“Opportunities”) to earn points that are redeemable for cash or other rewards (“Rewards”) if they perform specified tasks or comply with certain requirements set forth in such Opportunities. Your use of the Service is subject to your acceptance of and compliance with these terms of service (the “Terms of Service” or the “Agreement”). If you do not agree to these Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.wereward.com.

In these Terms of Service, (i) “Advertiser” means collectively any person or entity who participates in the Service by offering Opportunities and Rewards to Users, (ii) “User” means collectively any person who participates in the Service and receives Rewards, and (iii) “Affiliate” means any entity or person that directly or indirectly controls any Advertiser or User, and 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 or other influence. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you enroll as a User or Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the “Term”).

A. OPPORTUNITIES.

Participating Advertisers create and list Opportunities on the Service, which offers Users the chance to receive Rewards from the Advertiser in exchange for performing specified tasks or complying with the requirements (such tasks and/or requirements constituting the “Requirements”) set forth in the Opportunity. Each Opportunity listing contains a description of the Requirements and the corresponding Reward to be provided by the Advertiser. WeReward provides the Service to facilitate the relationship between Advertisers and Users. Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified Rewards to Users. WeReward does not review any posts or Opportunities.

B. REWARDS.

Advertisers in their sole discretion shall determine whether a particular User has fulfilled the Requirements and is entitled to receive the associated Rewards. If you do not comply with the Requirements you will not be entitled to the Reward associated with such Opportunity.

You agree that all Rewards will be forfeited if your account is terminated for any reason, or if WeReward discontinues providing the Service.

Rewards are not gift certificates and WeReward does not recognize transfers of Rewards or related points or the purported sale, gift or trade in the “real world” of anything related to the Rewards or the Service. Accordingly you may not buy or sell Rewards or otherwise exchange items for value. Any attempt to do so is in violation of these Terms of Use and will result in the termination of your account.

C. YOUR INTERACTIONS WITH OTHER USERS.

You are solely responsible for your interactions with other Users. WeReward reserves the right, but has no obligation, to monitor disputes between you and other Users. You understand that WeReward does not in any way screen its Users, nor does WeReward inquire into the backgrounds of its Users or attempt to verify the statements of its Users. WeReward makes no representations or warranties as to the conduct of Users.

D. PROHIBITED ACTIVITIES.

You may not use the Service for any other purpose than that for which WeReward makes it available. WeReward reserves the right in its sole discretion to investigate, terminate your membership and take appropriate legal action if you violate this provision or otherwise misuse the Service, or behave in a way which WeReward regards as inappropriate or which is unlawful or illegal.

The following is a list of the type of actions that you may not engage in with respect to the Service:

• You will not use the Service for any illegal purpose, including engaging in any criminal or tortious activity, including without limitation child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming or theft of trade secrets.
• You will not express or imply that any statements you make are endorsed by WeReward without our specific prior written consent.
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
• You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information unless under fair use or without obtaining the prior consent of the owner of such proprietary rights. You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.
• You will not interfere with or disrupt the Service or the servers or networks connected to the Service.
• You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
• You will not “frame” or “mirror” any part of the Service, or otherwise take elements of the Service and reformat or display them.
• You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or any software used on or for the Service or cause others to do so.
• You will not collect or gather other people’s personal information (including account information) from the Service.

E. REPORTING ABUSE.

We at IZEA take issues of abuse or illegal activity very seriously. In order to report a case of abuse or illegal activity that is occurring via the use of our WeReward product, please email abuse@izea.com including your name, email address, and the WeReward advertiser page that contained objectionable material.

2. ADVERTISER SPECIFIC TERMS.

This Section 2 applies only to Advertisers participating in the Service.

A. PAYMENTS.

Advertiser agrees to pay WeReward all amounts payable to Users in connection with Rewards. All charges to Advertiser’s account for Rewards payable to Users in connection with the Service shall be payable in accordance with these Terms of Service. If WeReward does not receive timely payment or if Advertiser exceeds prepayment hereunder: (i) Advertiser will incur a debit balance for the value of any unpaid charges incurred under Advertiser’s account, (ii) Advertiser agrees to pay all amounts due on a User’s account upon demand, and (iii) WeReward reserves the right to either suspend or terminate an Advertiser’s account with WeReward, including deletion of such Advertiser’s Opportunities from the Service. Any fees for the Service which are charged to Advertiser’s account are non-refundable. Unused initial deposit may be refunded within 90 days if Advertiser discontinues Service. Advertiser agrees to submit any disputes regarding any charge to such Advertiser’s account in writing to WeReward within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by WeReward 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 taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, Advertiser shall pay such taxes to ensure that WeReward receives the full amount invoiced to you without offset or deduction. Advertiser agrees to promptly (a) update all information to keep Advertiser’s account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (b) notify WeReward in writing if Advertiser becomes aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (c) notify WeReward in writing if Advertiser’s credit card is canceled. Upon termination, suspension or discontinuation of the Service or Advertiser’s participation therein, all outstanding payment obligations incurred by Advertiser under the Service will become immediately due and payable.

B. CREDIT CARD CHARGES.

Advertiser authorizes WeReward to charge Advertiser’s credit card (as provided by Advertiser) for all charges to such Advertiser’s account. Advertiser’s non-termination or continued use of the Service reaffirms that WeReward is authorized to charge Advertiser’s credit card. WeReward may submit those charges for payment and Advertiser will be responsible for such charges. WeReward reserves the right to modify, suspend or terminate the required method of payment for use of the Service at any time, although any pending Opportunities will be completed using the method current when you listed the Opportunity. If WeReward modifies the terms of the method of payment as outlined in this Section, the modifications will be reflected in an updated version of the Agreement posted on the WeReward Website. If you do not consent to such modified terms, you must immediately discontinue use of the Service. Advertiser’s continued enrollment after any modifications constitutes such Advertiser’s acceptance of the terms of the method of payment as modified. Advertiser shall determine a maximum amount for charges to Advertiser’s account for each Opportunity subject to the provisions below. When an Advertiser lists an Opportunity, and for each Opportunity thereafter, Advertiser pre-authorizes WeReward to charge Advertiser’s credit card up to the maximum amount that Advertiser specifies plus any overages. WeReward will send Advertiser a notification to the e-mail address associated with Advertiser’s account after each pre-authorized transaction to notify Advertiser that Advertiser’s account has been replenished and Advertiser’s credit card charged. Such charges should appear on the periodic statement sent to Advertiser by the provider of its credit card. Advertiser understands that all of its Opportunities may be taken offline if Advertiser’s credit card does not allow additional charges or rejects any charges made to it by WeReward. Unless Advertiser or WeReward discontinues Advertiser’s enrollment or participation in the foregoing payment plan, Advertiser understands that this pre-authorization is valid until the termination of the Agreement or the applicable Master Agreement with WeReward. For Advertiser’s future reference, Advertiser agrees to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your pre-authorization.

C. OPPORTUNITY AND POST INFORMATION.

Advertiser agrees that WeReward is not responsible for any aspect of Advertiser’s content or the Opportunities provided to Users through the WeReward Website. Advertiser represents, warrants and covenants that: (i) all information it provides or approves or that is provided on its behalf in connection with the Agreement and on its Website is, and will be updated to remain, current and accurate, (ii) the Advertiser website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users’ location, (iii) the Advertiser website does not contain any WeReward-owned or licensed content, except pursuant to a separate signed agreement with WeReward. Advertiser acknowledges that WeReward Users are independent third-parties and not directly controlled by WeReward. Advertiser specifically acknowledges and agrees that WeReward has no control over any posts that may be available or published by any User, and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such posts are appropriate or acceptable to you.

D. REWARD DISPUTES.

Advertiser agrees that so long as a User has met the requirements as outlined in its Opportunity Advertiser will not deny payment of any Reward. Advertiser may not discriminate based on aesthetics, grammar or the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the User. Payment of a Reward will be made to the User unless the User has violated the terms of the Agreement or the specific terms of the Opportunity as stated in writing.

3. USER SPECIFIC TERMS.

This Section 3 applies only to Users participating in the Service.

A. USER REGISTRATION.

As a condition to using the Service, you will be required to register and provide your email address, date of birth and a screen name associated with a Twitter, Facebook or Foursquare account, and in order to receive monetary payments in connection with Rewards, you will be required to provide valid PayPal account information. You shall provide WeReward with accurate, complete, and updated registration information. Failure to do so will constitute a breach of these Terms of Use, which may result in termination of account. You shall not (i) select or use a screen name of another person with the intent to impersonate that person, (ii) use a screen name subject to any rights of a person other than you without the proper authorization, or (iii) use as a screen name a name that is otherwise offensive, vulgar or obscene. WeReward reserves the right to refuse registration of, or cancel a Users account in its sole discretion. You are solely responsible for the activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall immediately notify WeReward of any unauthorized use of your account, or other account related security breach of which you are aware.

B. FULFILLMENT OF COMPENSATION.

User acknowledges and agrees that the obligation to provide Rewards earned by Users in connection with Opportunities resides with the Advertiser, not WeReward. WeReward merely facilitates such Rewards on behalf of the Advertisers. User waives any and all claims or rights of action against WeReward relating to the failure of an Advertiser to pay User a Reward. In addition, User acknowledges that User is: (i) not an employee of WeReward, (ii) responsible for the payment of all federal, state and local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.  User further acknowledges that in the event User’s account becomes inactive for six months a charge of $5.00 per month will be charged against the balance and will continue to charge each month until the balance reaches $0. This fee, if charged, is non-refundable.

C. GRANT OF USAGE LICENSE.

By participating in the Service and accepting Rewards, User grants WeReward and the specific Advertiser providing the Reward a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to use, display, perform, reproduce, republish, and distribute any content or any portion thereof (“Content”) provided by a User in connection with the Service or an Opportunity in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. You acknowledge and agree that the Content you submit, post or display may be viewed by other Users of the Service and through third party services. You should only provide Content that you are comfortable sharing under these terms.

D. CHECK IN GUIDELINES.

You may not use the Service for any other purpose than that for which WeReward makes it available. WeReward reserves the right in its sole discretion to investigate, deny rewards, terminate your membership and take appropriate legal action if you violate this provision or otherwise misuse the Service, or behave in a way which WeReward regards as inappropriate or which is unlawful or illegal.

The following is a list of the type of actions that you may not engage in with respect to the Service:

• You may not check in to a location from home using items from previous visits to the business.
• You may not check in more than once with the same purchase.
• Check in submissions cannot be photos of photos.
• You may not submit another User’s submissions as your own.
• You may not manipulate your location data to make it appear as though you visited the check in location when you did not.

4. ADVERTISER AND USER ELIGIBILITY.

You must be eighteen (18) years or older to register as an Advertiser or User of the Service. By registering for the Service, 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 in accordance with the terms of the WeReward Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms of Service. WeReward accounts are not transferable, assignable or resalable under any circumstances.

5. PROTECTION OF MINORS.

Children under the age of thirteen (13) may not be the target audience of WeReward Opportunities and WeReward strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children.

6. CONFIDENTIALITY.

“Confidential Information” means any information disclosed to an Advertiser or User by WeReward, 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 you by WeReward; (ii) becomes publicly known and made generally available after disclosure to you by WeReward other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by WeReward as shown by your files and records. Advertiser and/or User shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents 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 (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Advertiser and/or User agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Advertiser and/or User may disclose Confidential Information if required by law to disclose the Confidential Information, provided that such Advertiser of User gives WeReward 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 WeReward’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to WeReward immediately upon WeReward’s request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent WeReward, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable WeReward Privacy Policy (as posted on or linked from the WeReward Website), the Agreement shall control. Advertiser and User may not issue any press release or other public statement regarding the Agreement, WeReward, its parent and/or its affiliates without WeReward’s prior written consent.

7. UNAUTHORIZED USE.

Outside of an API provided by WeReward, any attempt to 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.

8. PROVISION OF THE SERVICE.

WeReward is constantly innovating and changing its Service offering in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Service which WeReward provides may change from time to time without prior notice to you. You acknowledge and agree that WeReward may stop (permanently or temporarily) providing the Service (or any features or functionality within the Service) to you or to Users generally at WeReward’s sole discretion, without prior notice to you. You and/or WeReward may terminate the Agreement and/or your participation in the Service at any time, for any reason or for no reason, and WeReward shall not have any liability regarding such decisions. Sections 2 through 17 of these Terms of Service shall survive any termination of the Agreement.

9. REPRESENTATIONS AND WARRANTIES.

Each User and Advertiser participating in the Service represents, warrants and covenants that (i) it has sufficient authority to enter into the Agreement; (ii) its use of WeReward’s services is solely for lawful commercial and business purposes; (iii) it has the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or submitted by an Advertiser or User: (a) do not violate any law, statute, ordinance, treaty or regulation or WeReward policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not 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) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will 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; and (g) comply with the applicable Master Agreement (if applicable); (iv) it will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by WeReward, clicking, impression or marketing activities through the Service, and it will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003; and (v) it will not use the Service to “stalk” or otherwise harass another person or harm any persons or entities in any way.

10. TRADEMARKS.

WeReward™ and other WeReward graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of WeReward in the U.S. and/or other countries. WeReward’s trademarks and trade dress 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 partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing.

11. INDEMNIFICATION.

Each User and Advertiser participating in the Service agrees to indemnify and hold harmless WeReward, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by WeReward to make your listings, results, and/or Service available in connection with third party Websites, blogs, postings, content, applications and/or e-mails (“Third Party Products”), and their respective officers, directors, agents, affiliates, and employees (each, a “WeReward Entity” and collectively, the “WeReward Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from such User or Advertiser’s information, use of the Service, submissions to the Service, or its breach of the Agreement. Each User and Advertiser agrees to be solely responsible for defending any Claim against or suffered by WeReward and/or any WeReward Entity, subject to WeReward and/or the WeReward Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against WeReward, and/or any WeReward Entity provided that you will not agree to any settlement that imposes any obligation or liability on WeReward and/or an WeReward Entity without WeReward’s prior express written consent.

12. WARRANTY DISCLAIMER.

EACH ADVERTISER AND USER EXPRESSLY AGREES THAT THE SERVICE IS AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT ITS USE THEREOF IS AT ITS OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WEREWARD 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 WEREWARD WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE WEREWARD WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY WEREWARD. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE WEREWARD WEBSITE WILL MEET A USER’S OR AN ADVERTISER’S NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, EACH USER AND ADVERTISER ACKNOWLEDGES AND AGREES THAT WEREWARD’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF WEREWARD’S CONTROL. THE SERVICE 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, WEREWARD’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. LIMITATION OF LIABILITY.

WEREWARD’S LIABILITY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO $1000. WEREWARD SHALL NOT BE LIABLE TO USERS FOR DAMAGES OF ANY KIND ARISING OUT OF A USER’S USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WEREWARD OR ANY WEREWARD ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ADVERTISER AGREES THAT ADVERTISER WILL NOT HOLD WEREWARDS RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO PARTICIPATION OR ACCESS BY ANY THIRD PARTY ON ADVERTISER’S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WEREWARDS 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, WEREWARD’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

14. NOTICES.

WeReward may give general notices to Users and Advertisers by posting on the WeReward Website, or by electronic mail to the e-mail address provided by you to WeReward. It is your responsibility to ensure that your e-mail address and any other contact information you provide to WeReward is updated, current and correct. All notices to WeReward shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, IZEA, Inc., 150 North Orange Avenue, Ste. 412, Orlando, FL 32810 USA.

15. CHOICE OF LAW.

Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida. Any claim against WeReward arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

16. ELECTRONIC SIGNATURES EFFECTIVE.

The Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement by clicking on the “I Accept” button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the “I Accept” button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the “I Accept” button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.

17. MISCELLANEOUS.

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and WeReward regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. 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 Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, 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 Agreement and has like economic effect. WeReward shall have no liability under the Agreement 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 Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertisers nor Users are employees of WeReward. None of WeReward, Advertisers or Users shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without WeReward’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. WeReward and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by WeReward, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. WeReward may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by WeReward. WeReward reserves the right to discontinue offering, and/or modify the Service at any time. Except as otherwise specified by WeReward, you agree that you will direct all communications relating to the Service or your participation therein directly to WeReward and not to any other entity. The organization, specifications, structure or appearance of any WeReward property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.