ILOLA™ Terms & Conditions For Creators

May 15, 2023

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER AFFECTS HOW DISPUTES WITH ILOLA™ ARE RESOLVED. BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

I. Scope of Agreement.

This Terms of Use (the “Terms”) governs access to and use of: (i) the ILOLA™ website located at https://ilolas.com/ (the “Website”), (ii) the ILOLA™ online social shopping marketplace enabling consumer product owners (each, a “Brand”) to reach persons offering to create promotional online media content for dissemination on such persons’ social media network(s) (each, a “Creator”) in exchange for Brands’ products at no cost to Creators or at a significantly discounted price, and (iii) any and all other services provided by ILOLA™, as described on the Website (collectively, the “Platform”). Products shall include physical products, online virtual products, services, subscriptions, and software.
These Terms form an agreement between Selah LLC (d/b/a ILOLA™), a limited liability company incorporated pursuant to the laws of Delaware, USA having its principal office at 445 Marine View Ave, Suite 300 Del Mar, California, 92014 (“ILOLA™”, and the “Company”) and Creators, or, if Creators are represented by an entity or other organization, that entity or organization (“Creator” or “Creators”).
By accepting these Terms when prompted on the Website or when accessing and/or using the Platform, Creators acknowledge they have read, understood, and agree to be bound by these Terms as of the date on which Creators first register, otherwise accept these Terms, or access or use the Platform (the “Effective Date”). If Creators do not accept or agree to be bound by and comply with these Terms, they should not accept or use the Platform. If Creators are accessing or using the Platform on behalf of another person or corporate entity, they represent and warrant that they have the authority to bind such person or entity to these Terms.
ILOLA™ reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Website and/or Platform or to modify these Terms at any time and without prior notice. The Company further reserves its right to modify these Terms, the Company will post the modification on the Website. The Company will also update the “Last Updated Date” at the top of these Terms. Modifications to these Terms will automatically take effect upon posting. By continuing to access or use the Website and Platform after the Company has posted a modification, Creators are indicating that they agree to be bound by the modified Terms. If the modified Terms are not acceptable to Creators, their only recourse is to cease accessing or using the Website and Platform.
By accepting these Terms, Creators hereby agree to review, understand, and comply with the Company’s Code of Conduct upon gaining access to the Code of Conduct. Creators shall gain access to the Code of Conduct upon accessing their dashboard on the Platform and shall be prompted to accept the Code of Conduct at such point. Further, a link to the Code of Conduct shall be contained on Creators’ Clarity Page on the Platform and shall be available for Creators’ reference at all times. If the Code of Conduct is not acceptable to Creators, their only recourse is to cease accessing or using the Website and Platform.

II. Creators Accounts

Requirements
1. As a condition of Creators’ use of the Platform, they warrant and represent that: (i) they have reached the age of majority in their jurisdiction of residence, (ii) if applicable, if they are under the age of majority in their jurisdiction of residence, they have their parents’ or guardian’s prior permission to access or use the Platform, (iii) they possess the legal authority to create a binding legal obligation; (iv) they shall only use the Platform in accordance with these Terms, and (v) all information supplied by them on the Platform is true, accurate, current, and complete.
2. If a parent or guardian is providing Creators with permission to access or use the Platform, such parent or guardian agrees to accept full responsibility for their access or use of the Platform and agrees to be bound by these Terms on behalf of the Creator, as if such parent or guardian has agreed to these Terms on their accord.
3. The Company reserves the right in their sole discretion to immediately terminate any Creator’s access to the Platform should they have reason to believe that the Creator is not eligible to access or use the Platform.
4. Creators represent and warrant that they are in and shall remain in compliance with the applicable requirements of the Federal Trade Commission (the “FTC”) rules governing creator marketing. The Company shall not be responsible for ensuring Creators are in compliance with FTC rules governing creator marketing.
5. Creators represent and warrant that all information provided by the Creator either directly to the Company, on their account on the Platform and Website, or in communication to Brands is true and correct. Creators are responsible for ensuring that such information is true and correct at all times and must update such information as soon as possible in the event such information is no longer accurate. The Company bears no responsibility for the accuracy of Creators’ information and bears no responsibility for any misrepresentation made by Creators on the Website and Platform.
Registration
1. To access and use the Platform, Creators must register an account by completing a registration form (https://ilolas.com/Creator-registration/). Creators agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.
2. Creators will be required to share their social media handles at third party social networking sites (including, but not limited to, Facebook, Instagram, Twitter; each a “Third Party Service Provider”) with the Company within their registration form at the time of Registration. In providing their social media handles, Creators represent that the social media accounts associated with those social media handles at Third Party Service Providers are fully owned by such Creators.
3. Creators, by providing the Company their social media handles at registration, are expressly authorizing the Company to access their Third Party Service Provider accounts, as is permitted under the applicable terms and conditions of each Third Party Service Provider. Creators represent and warrant that Creators are entitled to grant the Company access to their Third Party Service Provider accounts. By granting the Company access to their Third Party Service Provider account information, Creators understand and agree that the Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible that Creators have provided to and/or stored on or in their Third Party Service Provider account. Further, Creators authorize the Company to access, utilize and analyze data, information, and metrics from and associated with Creators’ Third Party Service Provider accounts. The Company reserves the right in their absolute discretion as to which Third Party Service Provider may be required to be linked to Creators’ accounts.
4. The Company will review the Creator’s registration form and accept or reject the Creator. The Company reserves the right to accept or reject Creators at their discretion.
5. Once Creators are accepted by the Company, Creators will be required to create a password to access the Platform. Creators are responsible for safeguarding and maintaining the confidentiality of their password, and agree not to share their password with anyone. Creators agree to notify the Company immediately if they suspect or become aware of any unauthorized use of their account or any unauthorized access to their password. Creators further agree not to use the account or log in with the email address and password of another Creator.
6. “Registration” shall be defined, for the purposes of the Terms, the Website, and the Platform, as the process by which Creators gain access to the free version of the Platform; which allows Creators to view available Brand product offerings and have their Company created profile added to the Company’s proprietary database of registered Creators, thereby allowing Brands to directly contact Creators for possible collaboration. Creators who have completed Registration shall herein be referred to as “Registered Creators”.
7. Notably, Registration does not constitute a Subscription Membership. Only Subscribed Members, as defined in Section II.C of these Terms, shall have full use of the Platform, inclusive of the ability to request gifted collaborations.
8. At any time, Registered Creators and Subscribed Members may request the Company to remove their profile from the Company’s proprietary database of Registered Creators and request the Company to delete their information by contacting the Company at info@ilolas.com.
9. After Registration, the Company reserves the right to utilize Creators’ images, uploaded onto Creators’ accounts on the Platform and images contained within Creators’ social media accounts shared with the Company as required in Section II.B.2 of these Terms within the Website and Platform and any Company social media accounts and advertising and promotion materials. The Company is not obligated to inform Creators when their image and/or promotional online media content is utilized on the Website, Platform, Company’s social media accounts, and/or advertising and promotional materials.
10. Additionally, the Company is not obligated to attribute Creators’ images and/or Creators’ promotional online media content to the Creator by displaying Creators’ legal name, account name, and/or social media handles.
11. The Company periodically selects Creators to be featured on the Website and Platform as “Featured Creators”. Creators consent to the Company selecting images from Featured Creators’ social media accounts to feature as part of the Creator’s feature within “Featured Creators”. Creators can opt out of being featured as a “Featured Creator” by contacting the Company at info@ilolas.com.
Conduct on Website and Platform
1. Creators shall not, without the Company’s prior written permission, use the Platform for purposes other than the permitted use as outlined in these Terms. Without limiting the foregoing, Creators shall not, and shall not permit anyone else to:
  1. “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website;
  2. access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
  3. violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
  4. take any action that imposes, or may impose, at the Company’s sole discretion, an unreasonable or disproportionately large load on the Platform;
  5. deep-link to any portion of the Platform for any purpose;
  6. remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices including in any online promotional media content or the Platform;
  7. modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any part thereof, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform;
  8. use the Platform as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution;
  9. attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect the Platform;
  10. copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Platform;
  11. create derivative works based on the Platform, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;
  12. use the Platform in any manner that violates the rights (including, but not limited to, intellectual property rights) of any third party;
  13. upload to or transmit through the Platform or as part any online promotional media content, any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations in your respective jurisdiction, in each case determined by use at our sole discretion; and
  14. post, upload, publish, submit or transmit any online promotional media content that:
    1. infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights;
    2. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
    3. is fraudulent, false, misleading or deceptive;
    4. promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    5. is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
    6. promotes illegal or harmful activities or substances.
  15. Creators will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Creators posting of online promotional media content. The Company reserves the right to terminate Creators access to the Platform immediately in the event of a breach of the foregoing.-
Membership/ Subscription
1. Once Creators have successfully completed Registration and can access the Platform with limited functionality, Creators must select a membership subscription package to gain full functionality of the Platform.
2. Creators can select their subscription package at checkout based on their preferences. Once Creators select a subscription package and successfully pay their respective monthly subscription fee, Creators will have membership to the Platform and will be able to gain full functionality of the Platform, including, but not limited to, requesting products directly from Brands and participating in the Company’s affiliate program(s) (herein defined as “Subscription Membership”).
3. Creators will be charged an automatically-renewing monthly subscription fee for their Subscription Membership at the end of each calendar month. The Subscription Membership will automatically renew until Creators cancel it in accordance with Section II.D of these Terms. The Company will continue to bill Creators for their Subscription Membership until Creators affirmatively cancel their Subscription Membership in accordance with the prescribed cancellation procedure in Section II.D of these Terms.
4. The Company retains the right to revise the monthly subscription fee(s) by providing 30 days written notice to Creators.
5. As a part of Creators’ Subscription Membership, Creators will have a profile on the Platform that may include, but is not limited to the following; social media links, social media metrics, social media performance data and metrics reflecting Company’s internal rating system.
Subscription Cancellation
1. Creators can cancel their Subscription Membership to the Platform, at any time, via their dashboard by selecting “profile”, “subscription”, and “close account”. Creators will only be able to cancel their Subscription Membership to the Platform if they do not have any current and future obligations to Brands and/or Company. Creators’ obligations may include, but are not limited to, creation of promotional online media content, return of products, pending queries, and payment of Collaboration Assurance.
2. Once Creators cancel their Subscription Membership via their dashboard, the Company shall cancel such Creators’ Subscription Membership.
3. When Creators cancel their Subscription Membership at any point within a calendar month, Creators will only be charged for the period of time they had an active Subscription Membership to the Platform (i.e. the prorated amount of the monthly subscription fee from the first of the month in which successful cancellation occurred until the date of successful cancellation). Creators will be charged the prorated monthly subscription fee immediately after successful cancellation in accordance with these Terms. After which, such Creators shall no longer be charged a monthly subscription fee.
4. By understanding and agreeing to these Terms, Creators understand and agree to fully perform their obligations to the Company, inclusive of fulfilling all commitments and requirements in relation to creating and posting promotional online media content for Brands. As such, the Company will only cease charging Creators their monthly subscription fee if Creators have no remaining obligations to Brands (such as those relating to the creation of promotional online media content, return of products, pending queries, and payment of Collaboration Assurance), have a clear dashboard, and have canceled their Subscription Membership in accordance with the procedure outlined above in Section II.E.1 and Section II.E.2 of these Terms.
5. The Company will send Creators email acknowledgement of the successful cancellation of their Subscription Membership within twenty four (24) hours of canceling their Subscription Membership in accordance with Section II.E.1 and II.E.2 of these Terms.
6. If Creators experience technical issues or any other issues or problems when canceling their Subscription Membership in accordance with Section II.E.1 and II.E.2 of these Terms, or do not receive email confirmation from the Company within twenty four (24) hours of canceling their Subscription Membership in accordance with Section II.E.1 and II.E.2 of these Terms, Creators are required to email the Company at info@ilolas.com. Creators failure to inform the Company via an email to info@ilolas.com will result in Creators forfeiting their right to dispute any subsequent charges of their monthly subscription fee and the lack of cancellation of Creators’ Subscription Membership.
7. Creators are responsible for monthly subscription fees accrued as a result of their failure to inform the Company via an email to info@ilolas.com, in the event they face any technical issues or any other issues in canceling their Subscription Membership or do not receive email confirmation from the Company within 24 hours of canceling their Subscription Membership, informing the Company of such issues or lack of confirmation and requesting a cancellation of their Subscription Membership.
8. The Company will make reasonable efforts to resolve any disputes with Creators directly and Creators shall fully cooperate, to the best of their ability, with the Company in the resolution of any disputes. Creators will raise a dispute with the payment provider only as a measure of last resort and only if attempts to resolve the dispute directly with the Company are unsuccessful. Creators will first attempt to resolve any disputes over monthly subscription fees with the Company, prior to raising a dispute with the payment provider, by emailing the Company at info@ilolas.com. If Creators do not follow this protocol and raise any disputes with the payment provider directly without first emailing the Company, their dispute may be automatically dismissed by the Company and/or payment provider and may result in Creators being liable for any fees accrued as a result of such disputes.
9. Creators acknowledge that canceling their Subscription Membership in accordance with the process outlined in Section II.E.1 and Section II.E.2 of these Terms does not cancel their Registration to the Platform and Creators’ profiles will still be viewable to Brands and Brands may still request to collaborate with such Creators.
10. Once Creators successfully cancel their Subscription Membership to the Platform via their dashboard, they will be notified immediately on the Platform and via email of their option to also delete their profile from the Registered Creators database. Creators are notified to email the Company at info@ilolas.com, with simple language to “delete account”, or any language notifying the company to cancel their Registration to the Platform and delete their profile and account from the Website and Platform, should they no longer wish to be a Registered Creator. Creators cancellation of their Registration to the Platform will not be deemed as fully canceled until they have emailed the Company and the Company has acknowledged full cancellation of Creator’s Registration. The Company seeks to provide acknowledgement within 5 business days of receiving Creators’ emails.
11. Creators can email the Company at info@ilolas.com with any questions regarding their pending obligations in order to successfully cancel their monthly subscription.
12. To delete social profile information and social accounts from our site
  please email us your Instagram Username at info@ilolas.com.
  Alternatively you might send us your Instagram Username from our contact
  us form https://ilolas.com/contact-us/
Refund of Monthly Subscription Fee(s)
1. The Company does not guarantee that Creators will be accepted by Brands to receive Products; nor does the Company guarantee a consistent volume of products from Brands.
2. The Company shall not refund Creators’ monthly subscription fees due to Creators’ dissatisfaction in the:
  1. number of product requests approved;
  2. the quality and/or types of Brands;
  3. the volume of products;
  4. Brands’ shipping of products;
  5. dissatisfaction with the quality products; and
  6. the use and/or functionality of the Platform and Website.
3. The Company shall only refund Creators’ subscription fees due to incorrect charges as a result of technical issues or billing errors directly attributable to the Company. In such instances, the Company shall only refund Creators’ their monthly subscription fee in proportion to the time during which the technical issue occurred and the Creator was unable to access and/or use the Platform and Website, or the exact amount which was incorrectly billed by Company.
4. If Creators successfully cancel their Subscription Membership with the Company in accordance with the procedure outlined in Section II.D.1 and Section II.D.2 of these Terms within seventy two (72) hours of being charged their last monthly subscription fee, such Creators shall qualify to have their last monthly subscription fee refunded to them. In order to avail themselves of the refund, Creators must have cancelled their Section II.D.1 and Section II.D.2 in accordance with the procedure outlined in Section II.D.1 and Section II.D.2 of these Terms within seventy two (72) hours of being charged their last monthly subscription fee. In addition, Creators must have emailed the Company at info@ilolas.com informing the Company of their cancellation and requesting the refund of their last charged monthly subscription fee.
Representations and Warranties
1. Creators represent and warrant to the Company that:
  1. Creators have the right to make assignments as set for in these terms;
  2. all online promotional media content will be original and will not infringe upon any copyright, patent, trademark, right of publicity, or any other proprietary or other right of any person, whether contractual, statutory or common law;
  3. Creators will not commit any act which brings the Company or a Brand into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community, or which might tend to harm the Company or a Brand’s products or services, including, without limitation, disparaging the Company, a Brand and their products and services;
  4. Creators will carry out any and all of their obligations with respect to the creation and sharing of promotional online media content;
  5. Creators statements and opinion within promotional online media content, will be true and accurately reflect their honest opinion and experience;
  6. Creators will not contact or solicit directly from any Brand any form of compensation;
  7. Creators will not boost, manipulate or otherwise fabricate any engagement metrics of any social media accounts;
  8. Creators will comply with all applicable federal, state, provincial and local laws, regulations, administrative guidelines, orders and ordinances, including, without limitation, any disclosures required to be made in accordance with the FTC Endorsement and Testimonial Guidelines, if applicable to Creators. Creators should review the details of the FTC Endorsement and Testimonial Guidelines if applicable to them;
  9. Creators will not use the Platform for any purpose or in any manner other than expressly provided in these Terms or is unlawful or prohibited by these Terms;
  10. Creators will not transfer, assign or resell their accounts on the Platform under any circumstances; and
2. Creators will not communicate and/or interact with Brands outside of the Website and/or Platform in regards to the services (i.e. the provisions of products in exchange for promotional social media content) provided on the Platform and/or Website. Communications and interactions between Brands and Creators outside of the Website and/or Platform are not the Company’s responsibility and may not be used to circumvent these Terms or misuse the Platform for illegal or immoral purposes.
Penalties
1. Creators will be penalized by the Company for not fully or partially fulfilling their obligations to Brands without just cause. The penalties available to the Company include, but are not limited to:
  1. Collaboration Assurance fee is charged to creator;
  2. lowering the Creators’ performance rating scores within the Platform;
  3. reducing Creators’ Request Credits;
  4. temporarily suspending Creators’ accounts and profiles on the Platform; and
  5. terminating Creators’ accounts and profiles on the Platform.
2. The Company reserves the right to prescribe any and all of the noted penalties at their discretion.

III. Intellectual Property

The Platform and all related intellectual property rights are the exclusive property of the Company. All right, title and interest in and to the Platform, any modifications, improvements, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks, trade names, logos, software code, artwork, phrases and all other intellectual property rights in and to the Platform remain exclusively with the Company, including any modifications or improvements made thereto during the Term at the suggestion of, or with input from Creators. The Platform is valuable, proprietary, and unique, and Creators agree to be bound by and observe the proprietary nature of the Platform. All rights not granted to Creators in this Agreement are reserved by the Company No ownership of the Platform passes to Creators; except as otherwise expressly provided, the Company grants no express or implied right under the Company’s patents, copyrights, trademarks, or other intellectual property rights.
In consideration for Creators use of the Platform, Creators hereby grant and assign all of their rights, title and interests in and to all content (including, all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content) produced and communicated by Creators to Brands on the Platform, and all content published by Creators containing products received from Brands based on relationships and/or communication on the Platform, all derivative content produced by Brands based on content published by Creators containing products received from Brands based on relationships and/or communication on the Platform, and any content created by Brands and Creators for the Company, to the Company irrevocably, perpetually and without any limitation or restriction whatsoever.
The Company shall grant Brands an irrevocable, perpetual, worldwide license to Creators’ content featuring their brand and/or product that was submitted through the Platform.
Brands will have the right to use, display, electronically transmit, distribute, publish, broadcast, modify, edit, combine with the work of others, make derivative works from and otherwise exploit Creators’ content shared on the Platform.

IV. Links

The Website and Platform may contain links to third-party websites or resources. Creators acknowledge and agree that the Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company. Creators acknowledge and agree that it is their sole responsibility for and assume all risk arising from their use of any such websites or resources or the content, products or services on or available from such websites or resources.
To delete social profile information and social accounts from our site please email us your Instagram Username at info@ilolas.com. Alternatively you might send us your Instagram Username from our contact us form https://ilolas.com/contact-us/

V. Viruses

The downloading, viewing and use of the Platform is done at Creators own risk. The Company cannot and does not guarantee or warrant that the Platform is compatible with Creators’ computer systems or that the Platform, or any links from the Platform, shall be free of viruses, works, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. Creators are solely responsible for implementing safeguards to protect the security and integrity of their computer system, and Creators are solely responsible for the entire costs of any service, repairs or connections of and to their computer system that may be necessary as a result of their use of the Platform.

VI. Dispute Resolution

The Company shall not be liable for any disputes between Creators and Brands. The Company is under no obligation to mediate and/or resolve disputes between Creators and Brands. The Company may, under its own volition, elect to mediate and/or resolve disputes between Creators and Brands but is not required to do so and shall not be held liable for any disputes or damages resulting from such mediation and/or resolution.
In the event of a claim, dispute or controversy arising out of or relating to these Terms, including, but not limited to the breach, termination, interpretation or validity of these Terms, the Company and the Creator shall first attempt in good faith to resolve the claim, dispute or controversy amicably through negotiation.
In the event of a claim, dispute or controversy arising out of an agreement between Creators and Brands, the Company shall use reasonable efforts to assist in the resolution of the claim, dispute or controversy, notwithstanding the fact that the Company is not liable in any way whatsoever in respect of any agreement between Creators and Brands.
In the event that negotiations are unsuccessful, any claim, dispute or controversy arising out of or relating to these Terms shall be submitted to final and binding arbitration, to be held in Los Angeles, California before a sole arbitrator (the “Arbitrator”) selected from the American Arbitration Association, as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to these Terms in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the Company and Creators hereto and may be enforced by any court of competent jurisdiction. The Company and Creators agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee, but that each party shall bear their attorney’s fees and other expenses.
Creators acknowledge and agree that Creators are waiving the right to trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceedings. Furthermore, Creators agree that unless otherwise agreed in writing, the arbitrator may not consolidate more than one person’s claim and may not otherwise preside over any form of any class or representative proceedings.

VII. Class Actions

Creators agree that they may only bring claims against the Company in their own individual capacity and not as a plaintiff or class member in any purposed class or representative proceeding.

VIII. Term and Termination

Term – The Term begins on the Effective Date and ends on the Termination Date. “Termination Date” means the earlier date of: (i) the completion of the subscription cancellation process; or (ii) termination of these Terms under this section.
Termination for Cause – Either the Company or Creators may terminate these Terms: (i) if the other party is in material breach of these Terms and fails to cure the breach within 30 days of receiving written notice from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Any notice of breach must contain specific information to substantiate the alleged breach. If a Creator terminates due to the Company’s breach, the Creator’s exclusive remedy is a pro-rata reimbursement of prepaid subscription fees covering the remainder of month for which the prepaid subscription fee relates to. If the Company terminates due to the Creator’s breach, the Creator will pay any unpaid subscription fees for the month in which termination occurred. Termination under this section will not relieve the Creator of its obligation to pay any subscription fees owed for the period prior to the Termination Date.
Effect of Termination – The Creator shall immediately cease all use of and access to the Platform on the Termination Date and their account and profile on the Platform will be removed.

IX. Limitation of Liability and Disclaimer of Liability

The Platform provides an online social marketplace through which Brands and Creators interact and Brands provide products either free of charge or at a substantially discounted MSRP, forming an agreement between Brands and Creators. Creators understand and agree that the Company is not a party to this agreement and the Company has no control over the conduct of Brands, Creators, and third-party users of the Platform.
Creators acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of Creators’ access to and use of the Website and Platform remains with the Creator. The Company shall not be liable to the Creator in any way to the maximum extent permitted by applicable law, for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other tangible losses resulting from
1. the use or inability to use or access the Website or Platform;
2. the cost of procurement of a substitute product and/or promotional online media content resulting from any data, information, products, or services obtained or messages received or transactions entered into through or from the Platform;
3. any unauthorized access to or alteration of Creators’ information;
4. any subscription price change, suspension or termination from the Platform and Creators’ access to it whether in whole or in part;
5. any loss of Creators’ information;
6. any modification to the Platform, the Website or its services as whole;
7. any negative and/or defamatory statements and/or promotional online media content; or
8. any other matter in relation to Creators’ use of the Platform.
Creators and Brands accessing and using the Platform are independent persons and/or organizations and are not contractors, agents, or employees of the Company. The Company is not liable for the acts, errors, representations, warranties, breaches or negligence of any business or person or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and the Company takes no responsibility whatsoever related to any products that the Creator may receive as part of the Creators’ dealings with Brands on the Platform and the Website.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to all Creators. If a Creator is dissatisfied with any portion of Platform or these Terms, the Creator’s sole and exclusive remedy is to discontinue use and access to the Platform and the Website. To the extent the foregoing limitations do not apply or in the event these provisions are held to be unenforceable, in whole or in part, by a court of competent jurisdiction, Creators agree that, to the maximum extent permitted by applicable law, in no event will the total aggregate liability on the part of the Company under these Terms (including for breach of any provision hereof, fundamental breach or any other breach giving rise to liability or arising out of or related to these Terms or the Platform in any other way), for any cause of action whatsoever and regardless of the form of action (including breach of contract, tort, or any other legal equitable theory), exceeding ten United States Dollars ($10) or the equivalent in local currency. For greater certainty, the existence of one or more claims under these Terms will not increase the maximum liability amount.

X. Force Majeure

Except as otherwise expressly provided in these Terms, neither the Company nor Creators shall be deemed in default of these Terms to the extent that performance is prevented by circumstances beyond their reasonable control, including natural disasters, shutdowns, malfunctions, technical failures, or third-party data security breaches or criminal misconduct.

XI. Governing Law

These Terms shall be treated as though it were executed and performed in the State of California and shall be governed and construed in accordance with the state laws of California without regard to conflict of law principles.

XII. Severability

It is the desire and intent of the Company and Creators that the provisions of these Terms shall be enforced to the fullest extent permissible under applicable law. If any provision of these Terms or any part of any such provision is held under any circumstances to be invalid or unenforceable by any arbitrator or court of competent jurisdiction, then: (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be modified by such arbitrator or court to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; (iii) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of these Terms. Each provision of these Terms is separable from every other provision of these Terms, and each part of each provision of these Terms is separable from every other part of such provision.

XIII. Complete Agreement.

These Terms constitute and contain the entire agreement and final understanding concerning the subject matters addressed herein between Creators and the Company. These Terms are intended by the Company and Creators as a complete and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matter hereof. Any representation, promise or agreement not specifically included in these Terms shall not be binding upon or enforceable against either Creators or the Company. These Terms constitute a fully integrated agreement.

XIV. Headings

Headings are for reference only and do not affect the meaning or interpretation of these Terms.

XV. Questions

Creators should contact the Company at info@ilolas.com to report any violations of these terms or to ask any questions regarding these Terms, the Website and/or the Platform.

ILOLA™ Terms & Conditions For Creators

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