Staree

Terms & Conditions

Last Updated: December 19, 2012

IZEA, Inc. d/b/a Staree (“Staree”) provides you, and, if applicable, your Affiliates, access to its online service (the “Service”) on www.staree.com and/or on any of its ancillary portals and sites (collectively, the “Staree Properties”) through your computer or other device. The Service comprises, among other features, tools and elements, an aggregator of social networking content about celebrities, as well as an exchange through which advertisers may extend endorsement, product placement and other advertising opportunities to celebrities and others featured on the site in accordance with the terms and conditions set forth in these Terms of Service (“Terms of Service” or “Agreement”). Your use of the Service is subject to your acceptance of and compliance with these Terms of Service. 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.staree.com/legal. Notwithstanding the foregoing, Advertisers and Registered Users alike shall be required to affirmatively agree to these Terms of Service by clicking on the “I Accept” button at the end of their respective registration forms.

In these Terms of Service, (i) “Advertiser” means, collectively, any person or entity that participates in the Service by purchasing media opportunities on the Service and/or by extending Advertising Opportunities to Registered Users of the Service in compliance with the terms and conditions stated herein (by way of clarification, advertising agencies, media buying agencies, branding agencies and the like that are acting on the instruction of an Advertiser shall be deemed “Advertisers” for purposes of these Terms of Use); (ii) “User” means any person or party that visits any of the Staree Properties and/or uses the Service in any manner, which includes Advertisers, Registered Users and non-registered users; (iii) “Affiliate” means any entity or person that directly or indirectly controls any Advertiser, 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; (iv) “Registered User” means any person (celebrity or otherwise) that registers with the Service and establishes an account on the Service through which such User will post or have posted on his/her behalf aggregated Content on his/her designated page, and agrees to accept Advertising Opportunity Offers (as defined below) and requests from Staree; (v) “Advertising Opportunities” means any endorsement, product placement or other advertising opportunities that are presented to, and/or are negotiated by Staree and the applicable Advertiser, and subsequently communicated to a Registered User through the Service as described in these Terms of Service, (vi) “Content” means, collectively, text, software, scripts, graphics, messages and tweets, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service, (vii) the term “Service” defined above shall include all aspects of Staree, including without limitation, all products, software and services offered via the Staree website and other related applications, and (viii) “you” and/or “your” shall refer to Users of the Service. These Terms of Service shall apply to all transactions conducted through the Service.

The term of the Agreement will commence on the date you become a User and will end when you cease to use the Service and/or your right to use the Service is terminated by Staree in accordance with the terms of the Agreement (the “Term”).

1. ADVERTISER SPECIFIC TERMS

This Section 1 applies only to Advertisers participating in the Service.

A.   Registration. Advertiser agrees that it will register and establish an “advertiser” account on the Service. In connection therewith, Advertiser will complete the form available on the Service and enter correct and accurate information at the time of registration. Advertiser shall then update Advertiser’s account information from time to time, when such information shall change.

B.   Advertising Opportunities. Advertiser agrees that each Advertising Opportunity it desires to present to a Registered User on the Service shall be solely and exclusively communicated to, and managed through, Staree in the following manner:

     (i) If Advertiser shall desire to have one or more Registered Users be hired to appear in, or otherwise be affiliated with, an Advertising Opportunity, then Advertiser shall present Staree with an offer in writing (the “Offer”) that will include: (i) a detailed description of the Advertising Opportunity, (ii) the dates when, and the location where, the Advertising Opportunity will be produced, (iii) a description of the Registered User’s role within the Advertising Opportunity, (iv) whether the Advertising Opportunity will trigger SAG/AFTRA payment obligations, (v) the media in which the Advertising Opportunity will run/appear, (vi) the compensation terms that the Advertiser has budgeted for the Registered User together with its entire production budget, and (vii) any other information which the Advertiser may deem necessary to communicate to Staree in the Offer.

     (ii) Advertiser acknowledges that unless expressly approved in writing by Staree, under no circumstances shall it present an Advertising Opportunity directly to the Registered User and/or his/her representative, as all Advertising Opportunities shall follow the procedures described in Section 2(B)(i) below. In addition, any attempt by Advertiser to coerce or manipulate a Registered User into hiding or failing to disclose a commercial relationship between such user and the Advertiser may result in the immediate termination of Advertiser’s right to use the Service and its removal therefrom. Advertiser agrees to comply with the IZEA Advertiser Code of Ethics http://izea.com/advertisers/ethics/ and all applicable laws and regulations, including without limitation, Section 5 of the Federal Trade Commission Act (“FTC”) and the Federal Trade Commission’s Endorsement Guidelines and the FTC’s Children’s Online Privacy Protection Act of 1998 (“COPPA”). Advertiser further agrees that Staree is not responsible for any aspect of Advertiser’s content, the advertised product or service, any public relations or blogging related thereto, or the Advertising Opportunities provided to Registered Users through the Service.

     (iii) Staree will seek to respond to each Offer that it receives within seven (7) days of Staree’s acknowledgement of receipt of such Offer. If, however, Advertiser shall require Staree’s response sooner than 7-days, then Advertiser must expressly indicate so in the Offer and Staree will undertake commercially reasonable efforts to comply with such request.

     (iv) Each agreement for an Advertising Opportunity that is reached between Staree and an Advertiser shall be documented in a binding agreement via the commitment form available online or from Staree (the “Advertising Opportunity Binding Agreement”). All remuneration that is negotiated between Staree and an Advertiser in consideration for services rendered by a Registered User in connection with an Advertising Opportunity shall be paid directly to Staree in accordance with the payment terms negotiated by the parties.

     (v) All compensation and expenses which are agreed to and set forth in an Advertising Opportunity Binding Agreement shall be 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 Staree receives the full amount invoiced without offset or deduction.

     (vi) For Opportunities that include Photos, Advertiser agrees that:

  • Advertiser may blog, repost and share photo through their social media channel (Twitter, Facebook, Pinterest, etc)
  • Advertiser may include photo embed in IZEA managed sponsored blog posts (celeb is not paid anything extra)
  • Advertiser may not include the image in any online display advertising
  • Advertiser may not include the image in any print or television display advertising

C.   Advertising Opportunity Disputes; Right to Collections. Advertiser agrees that so long as a Registered User has met the requirements as outlined in an Advertising Opportunity, Advertiser will not delay or deny payment of any compensation. Advertiser may not discriminate based on aesthetics or the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Registered User. Payment of the fees committed under an Advertising Opportunity will be made unless the Registered User has violated the specific terms of the Advertising Opportunity Agreement (as defined below). If Staree does not receive timely payment: (i) Advertiser agrees to pay all amounts due immediately upon demand, and (ii) Staree reserves the right to either suspend or terminate an Advertiser’s account with Staree, including deletion of such Advertiser’s other Advertising Opportunities from the Service. Advertiser agrees to submit any disputes regarding any fees due Staree in writing to Staree within thirty (30) days of such charge, otherwise such dispute will be waived and such fees 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 Staree in collecting such amounts.

D.   No Agency. Advertiser acknowledges that Registered Users of the Service are independent third-parties and not directly or indirectly controlled by Staree. Advertiser specifically acknowledges and agrees that Staree has no control over the acts or omissions of any Registered User, that Advertiser is solely responsible (and assumes all liability and risk) for engaging a Registered User in connection with an Advertising Opportunity, and that Staree is merely facilitating the offer and acceptance between Advertiser and a Registered User, and therefore, assume no responsibility for any Registered User.

2. REGISTERED USER SPECIFIC TERMS

This Section 2 applies only to Registered Users participating in the Service.

A.   General Terms. In addition to the specific terms and conditions applicable solely to Registered Users in this Section 2, Registered Users shall likewise be subject to the provisions set forth elsewhere in these Terms of Service which apply to all users of the Service. In the event of a conflict between the terms and conditions in this Section 2 and those elsewhere in these Terms of Service insofar as the Registered Users are concerned, the provisions in this Section 2 shall govern.

B.   Engagements. Each Registered User that desires to receive offers for Advertising Opportunities from Staree through the Service hereby agrees to, and acknowledges, the following:

     (i) No user of the Service will be eligible to receive Advertising Opportunity Offers and requests from Staree unless and until he/she registers and establishes an account on Staree. All information provided to Staree throughout the registration process must be correct and accurate as of the date provided. By registering an account, Registered Users hereby represent and warrant that all information he/she submits is truthful and accurate, and that he/she agrees to maintain the accuracy of such information. In addition, Registered Users understand and agree that in accordance with the terms of the Staree Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms of Service, Staree accounts are not transferable, assignable or resalable under any circumstances.

     (ii) Following such individual’s registration, the Registered Users will be permitted to establish a personalized web page on the Service (the “Staree Page”) using the Staree tools made available to him/her, and thereafter populate such page with Content through Content management and collection tools that are also offered through the Service. All Content that is posted on a Registered User’s Staree Page must comply with the requirements contained herein.

     (iii) From time to time, Registered Users who are in good standing with the Service, as determined by Staree, may be presented with Advertising Opportunities by Staree. Each Advertising Opportunity shall be based upon an Offer that Staree has received from an Advertiser. Once an Advertising Opportunity is presented by Staree to a Registered User, such user shall have three (3) business days to accept or decline the opportunity by communicating its decision in writing (email accepted) to Staree. If the Registered User shall accept the Advertising Opportunity, he/she will coordinate the logistics thereof with Staree, including without limitation, executing any and all binding legal agreements and other binding documents determined necessary by Staree in its reasonable discretion. If, however, a Registered User shall decline an Advertising Opportunity, Staree may immediately offer that same opportunity to another Registered User, without restriction or obligation of any kind. Unless expressly set forth in a separate writing duly executed by Staree and the Registered User, Staree is not extending any minimum guaranteed income or Advertising Opportunities to any Registered User.

     (iv) Each and every Registered User that commits to rendering services in connection with an Advertising Opportunity hereby agrees to the following: (i) the Registered User must fully comply with any and all Personal Service Agreements and other binding contracts and instruments that it executes (each, an “Advertising Opportunity Agreement”) in connection with the Service, any Advertising Opportunity and the like, (ii) all negotiations and discussions regarding an Advertising Opportunity shall be carried out solely through Staree and under no circumstances shall a Registered User negotiate the terms of any existing or future engagements directly with an Advertiser, (iii) all compensation paid to a Registered User in consideration for services rendered in connection with or arising from an Advertising Opportunity shall be paid through Staree and not directly to the Registered User from Advertiser.

     (v) The terms of each Offer that is received by Staree and communicated to a Registered User as well as the terms of any Advertising Opportunity Binding Agreement that is executed by Registered User must be kept strictly confidential by such Registered User, and may not be disclosed to any third party aside from a user’s accountant(s), legal advisor(s), personal representative, and guardian in the case of a minor or as required by applicable law (collectively, the “Permitted Recipients”). Aside from the Permitted Recipients, any direct or indirect disclosure by a Registered User of the terms of an Offer and/or an Advertising Opportunity Binding Agreement constitutes a material breach of this Agreement shall result in (i) the immediate termination and deactivation of the Registered User’s account and registration, and (ii) the possible forfeiture / termination of the Advertising Opportunity Binding Agreement.

     (vi) Notwithstanding any provision under these Terms of Service to the contrary, in the event a Registered User is under the age of eighteen (18) and desires to accept an Advertising Opportunity that is presented by Staree pursuant to the terms and conditions hereunder, he/she will require the written acknowledgement and approval of his/her legal guardian before committing to an Advertising Opportunity and executing an Advertising Opportunity Binding Agreement, and such acknowledgment shall be delivered to Staree using the Guardian Acknowledgement Form available at www.staree.com/minorconsent or from Staree. In addition, Staree reserves the right, in its sole discretion, to have a Registered User’s legal guardian either execute on behalf of, or co-execute along with, the Registered User any Advertising Opportunity Binding Agreement. Staree reserves the right to withhold or revoke any Advertising Opportunity that is presented to a Registered User if his/her guardian refuses to comply with the provisions of this Section 3(B)(vi).

     (vii) In addition to the representations and warranties set forth in Section 4 below which pertain to all Users of the Service, each Registered User further represents and warrants to Staree that his/her participation in, and use of the Service, including without limitation, his/her acceptance of any Offer shall not conflict with, or otherwise result in the breach of, any other contract, agreement, engagement, arrangement or understanding to which he/she is a party, and that such user has not granted any third party exclusivity rights in respect of his/her name, identity, photograph, image, likeness or voice that would preclude him/her from entertaining, receiving and accepting an Advertising Opportunity Offer from Staree. If, following a User’s registration, he/she shall decide to enter into any kind of contract, agreement, engagement, arrangement or understanding that would conflict with these Terms of Service, such Registered User should immediately discontinue using the Service and terminate his/her Staree account.

C.   Payment; Taxes. All payments will be made by the electronic methods then in use by Staree by default (including but not limited to, Paypal, Amazon Payments, etc.). Payments may be available by ACH, Wire or check for an additional fee, requests for ACH, Wire or check will be made in writing to Staree, such payment will be sent to the address listed in the Registered User’s Staree account. Payments will be made to a Registered User that completed an Advertising Opportunity by Staree on Net 45 day terms from Staree’s receipt of the compensation payable to such user from the applicable Advertiser. Each Registered User acknowledges that Staree is not a guarantor for the payments due him/her by an Advertiser, and notwithstanding Staree’s commercial reasonable efforts to collect such funds, Staree shall not be held liable for any fees due its Registered Users. All income tax and other withholdings, deductions and payments required by federal, state or local laws to be made by a Registered User in connection with the performance of services associated with an Advertising Opportunity are the sole responsibility of the Registered User. Registered 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. In the event user’s account becomes inactive for nine months, the balance in the account will be charged as an inactivity fee. You agree that all earnings will be forfeited if your account is terminated for any reason, or if Staree discontinues providing the Service.

D.   Publicity. Subject to confidentiality obligations that Staree may owe to Advertisers, Staree hereby reserves the right to issue press releases, create marketing collateral and otherwise feature footage of advertisements and campaigns that were sourced and negotiated by Staree, and which feature its Registered Users (collectively, the “Marketing Materials”). No consideration shall be due and payable to any Registered User for use of such Marketing Materials, even if such materials contain the names, images, likeness, photographs and voices of its Registered Users. Registered Users may opt-out of the foregoing by following the procedures set forth in the Privacy Policy.

3. MINORS

COPPA requires that Staree informs parents and legal guardians about how it collects, uses, and discloses personal information from children under 13 years of age (a “Minor”); and that Staree obtains the consent of parents and guardians in order for children under 13 years of age to use certain features of the Service. The term "parent" below is meant to include legal guardians.

A.   Registered Users. If a Minor shall desire to register an account on the Service, he/she shall require his/her parents consent to do so, and no Minor shall knowingly be permitted to register an account on the Service without such consent. Parents may use the same Guardian Acknowledgement Form referenced above.

B.   Deletion. If a Minor or his/her parent shall desire to terminate the Minor’s access, account and registration at any time, then either the Minor or his/her parent must simply send an email to privacy@staree.com requesting the deletion of the account. Staree will seek to delete the account as soon as practicable following its receipt of such notice.

C.   Payment of Compensation. Compensation that is due and owing to a Minor shall be paid in the manner directed by his/her parent in writing.

4. GENERAL USER TERMS & CONDITIONS

This Section 4 applies to all Users of the Service.

A.   Service Guidelines:

    (i) In addition to the other provisions set forth in these Terms of Service, by using or visiting any of the Staree Properties you signify your agreement to (1) these Terms of Service, (2) the Staree Privacy Policy, and (3) any and all other policies, agreements and guidelines referenced in these Terms of Service. If you do not agree to any of these terms and/or the Privacy Policy, please do not use the Service.

    (ii) Staree 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 Staree provides may change from time to time without prior notice to you. You acknowledge and agree that Staree may stop (permanently or temporarily) providing the Service (or any features or functionality within the Service) to you or to Users generally at Staree’s sole discretion, without prior notice to you. You and/or Staree may terminate the Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Staree shall not have any liability regarding such decisions.

    (iii) Although Staree may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version posted on www.staree.com. Staree may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

    (iv) The Service may contain links to third party websites that are not owned or controlled by Staree. Staree has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Staree will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Staree from any and all liability arising from your use of any third-party website. Accordingly, Staree encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

    (v) You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph. You also agree to promptly notify Staree at privacy@staree.com of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to any Staree Property. In addition, you agree to exit from your account at the end of each session.

    (vi) You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Staree is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Staree with respect thereto.

    (vii) Staree hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that: (A) You agree not to distribute in any medium any part of the Service or the Content thereon without Staree’s prior written authorization, unless Staree makes available the means for such distribution through functionality offered by the Service, (B) you agree not to alter or modify any part of the Service, (C) you agree not to access Content through any technology or means other than the functionality provided through the Service itself, (D) you agree not to use the Service for any of the following commercial uses unless you obtain Staree’s prior written approval:

  • the sale of access to the Service;
  • the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
  • the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service.

    (viii) The following “Rules of Conduct” apply to the Staree Properties. By using the Staree Properties, you agree that you will not distribute any Submission (as defined below) that: (A) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (B) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a Submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; infringes or violates any right of a third party including: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity; or (c) any confidentiality obligation; (C) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Staree Properties or any connected network, or otherwise interferes with any person or entity's use or enjoyment of the Staree Properties; or (D) is antisocial, disruptive, or destructive, including "flaming," "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the Internet. Staree cannot and does not assure that other Users are or will be complying with the foregoing Rules of Conduct or any other provisions of these Terms of Service, and, as between you and Staree, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

    (ix) You agree that photos made with Advertiser sponsored “effects” (elements placed in the service by an Advertiser as an add-on to a photo) are the joint property of the Advertiser and Registered User. As such the Advertiser may re-use the photo in their social media channels, additionally, if an Advertiser requests the removal of a photo with those elements, you agree to remove it or Staree will remove it on behalf of the Advertiser.

    (x) You agree not to use, or allow the use of, any deceptive, incentivized, mechanical, computerized or other artificial means of increasing the number of users, impressions, page views, click-throughs or any other measure of your traffic. If, in its reasonable judgment, Staree concludes that there has been deceptive, incentivized, mechanical, computerized or other artificial means used to increase impressions, page views, click-throughs, or any other measure of Internet traffic at your Staree page(s), Staree may terminate this Agreement and seize all of your earnings hereunder, whether they have been paid out to you or not.

B.    Representations and Warranties. Each User (including, without limitation, all Advertisers and Registered Users) participating in the Service represents, warrants and covenants that: (i) it has sufficient authority to enter into the Agreement; (ii) its use of Staree 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 Staree properties or submitted by an Advertiser or User: (a) do not violate any law, statute, ordinance, treaty or regulation or Staree policies or guidelines; (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; and (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; (iv) it will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Staree, 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.

C.    Submissions. There are two types of Submissions: Solicited Submissions and Unsolicited Submissions. "Solicited Submissions" means those Submissions that Staree expressly requests or enables you to provide via any feature or activity on the Service. "Unsolicited Submissions" are any and all Submissions that do not fall within the previous sentence of this paragraph. Staree’s policy does not allow it to accept or consider Unsolicited Submissions, so please do not distribute Unsolicited Submissions on or through any of the Staree Properties. In any event, you agree that any Submissions you make is not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and Staree in any way, and that you have no expectation of any review, compensation or consideration of any type (other than any stated Consideration). Except as expressly stated in these terms of use, the provisions of these Terms of Service apply equally to Unsolicited Submissions and Solicited Submissions. Accordingly, Staree, its licensees, distributors, agents, representatives and other authorized users shall be entitled to exploit and disclose all Submissions, and Staree shall not be liable to you or to any person claiming through you for any exploitation or disclosure of any Submission. Based on the foregoing, you hereby grant Staree and its licensees, distributors, agents, representatives and other authorized users, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable (in whole or part) worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify (including removing lyrics and music from any Submission or substituting the lyrics and music in any Submission with music and lyrics selected by Staree), create derivative works based upon, perform and otherwise exploit such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity.

5. DIGITAL MILLENNIUM COPYRIGHT ACT

A.    General. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Staree’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Staree’s designated Copyright Agent to receive notifications of claimed infringement is DCMA AGENT 1000 Legion Place, Suite #1600, Orlando FL 32801, email: copyright@staree.com, For clarity, only DMCA notices should go to the Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

B.    Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

  • Your physical or electronic signature;
  • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Staree may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Staree’s sole discretion.

6. TRADEMARKS

STAREE™ and other Staree graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Staree in the U.S. and/or other countries. Staree’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 Staree’s 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.

7. INDEMNIFICATION

Each User participating in the Service agrees to indemnify and hold harmless Staree, 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 Staree to provision any element, feature or component of the Service (each, a “Staree Entity” and collectively, the “Staree Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, “Claim(s)”), that actually or allegedly result from a User’s information, use of the Service, Submissions to the Service, or its breach of the Agreement. Each User agrees to be solely responsible for defending any Claim against or suffered by Staree and/or any Staree Entity, subject to Staree and/or the Staree Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Staree, and/or any Staree Entity provided that you will not agree to any settlement that imposes any obligation or liability on Staree and/or an Staree Entity without Staree's prior express written consent.

8. 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, STAREE 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 STAREE WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE STAREE 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 STAREE. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE STAREE 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 STAREE’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF STAREE’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, STAREE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. LIMITATION OF LIABILITY

STAREE’S LIABILITY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO ONE THOUSAND ($1,000) DOLLARS. STAREE 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 STAREE OR ANY STAREE 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 STAREE 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 STAREE 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, STAREE’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU AND STAREE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10. NOTICES

Staree may give general notices to Users and Advertisers by posting on the Staree Website, or by electronic mail to the e-mail address provided by you to Staree. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Staree is updated, current and correct. All notices to Staree shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, IZEA, Inc., 1000 Legion Place, Suite #1600, Orlando, FL 32801 USA.

11. 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 Staree 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.

12. ELECTRONIC SIGNATURES EFFECTIVE

The Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. Both Advertisers and Registered Users shall be required to affirmatively accept these Terms of Service by clicking on the “I Accept” button in connection with their enrollment, and other Users of the Service shall be deemed to accept these Terms of Service by using the Service when visiting any of the Staree Properties. By clicking on the “I Accept” button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein, and this action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the “I Accept” button during enrollment, you also consent to have the Agreement provided to you in electronic form. Please print a copy of the Agreement for your records.

13. 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 Staree 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. Staree 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 Staree. None of Staree, 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 Staree'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. Staree 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 Staree, 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. Staree 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 Staree. Staree reserves the right to discontinue offering, and/or modify the Service at any time. Except as otherwise specified by Staree, you agree that you will direct all communications relating to the Service or your participation therein directly to Staree and not to any other entity. The organization, specifications, structure or appearance of any Staree property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.