ILOLA™ Terms & Conditions For Creators
January 22nd, 2025
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.
- 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™ Collaboration Marketplace enabling consumer product owners (each, a “Brand”) to reach persons offering to create promotional media content and/or disseminate such promotional media content within 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; (iii) the ILOLA™Media Kit Creation Tool; (iv) Creator Direct-to-Consumer E-Commerce Stores; and (v) 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, and its affiliated entities (“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 read, review, understand, and comply with the Company’s Code of Conduct. 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.
- Creators Accounts
- Requirements
- 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.
- 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.
- 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.
- 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.
- 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 for Membership
- 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.
- Creators will be required to share their social media handles at third party social networking sites (including, but not limited to, Facebook, Instagram, X (formally known as 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.
- 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.
- 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 sole discretion.
- 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.
- “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”.
- At any time, Registered Creators 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 [email protected].
- 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 within the Website and Platform and any Company social media accounts, advertising and promotion materials, and any other materials produced by the Company. The Company is not obligated to inform Creators when their image and/or promotional media content is utilized on the Website, Platform, Company’s social media accounts, advertising and promotional materials, and/or any other material produced by the Company.
- Additionally, the Company is not obligated to attribute Creators’ images and/or Creators’ promotional media content to the Creator by displaying Creators’ legal name, account name, and/or social media handles.
- 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 [email protected].
- Creators can cancel their registration via their Creator Dashboard.
- Requirements
- Conduct on Website and Platform
- 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:
- “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website;
- 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 in permission;
- 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;
- take any action that imposes, or may impose, at the Company’s sole discretion, an unreasonable or disproportionately large load on the Platform;
- deep-link to any portion of the Platform for any purpose;
- 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;
- 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;
- use the Platform as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution;
- attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components that protect the Platform;
- copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Platform;
- create derivative works based on the Platform and its contents, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;
- use the Platform in any manner that violates the rights (including, but not limited to, intellectual property rights) of any third party;
- 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
- post, upload, publish, submit or transmit any online promotional media content that:
- infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights;
- violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- is fraudulent, false, misleading or deceptive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
- promotes illegal or harmful activities or substances.
- 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 and seek recourse as outlined in the Terms.-
- 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:
- ILOLA™ Collaboration Marketplace – Membership
- Once Creators have successfully completed Registration they 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).
- The Company retains the right to institute a monthly subscription fee for ILOLA™ Collaboration Marketplace by providing 30 days written notice to Creators.
- As a part of Creators’ 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.
- The ILOLA™ Media Kit Creation Tool
- Creators can sign up for the Media Kit Creation Tool via the Platform.
- In order for Creators to save their Media Kits, they are required to create a password which will allow them to access and edit their Media Kit. Creators are responsible for safeguarding and maintaining the confidentiality of their passwords, 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.
- Signing up for the Media Kit Creation Tool will automatically apply Creators to the ILOLA™ Collaboration Marketplace. The automatic application of Creators to the ILOLA™ Collaboration Marketplace does not guarantee acceptance. Each application will be reviewed by the Company and will be either accepted or rejected by the Company at its sole discretion.
- In order to access the subscription-based professional version of the Media Kit Creation Tool, Creators must pay a monthly subscription fee. The monthly subscription fee shall be charged on a monthly basis using the payment methods provided by the Creator. The subscription-based professional version of the Media Kit Creation Tool will provide Creators with additional features in order for Creators to create enhanced Media Kits.
- The Media Kit is generated based on data provided from social media accounts provided by Creator (which includes Instagram and Tik Tok) which are linked to the Media Kit Creation Tool. In linking the Media Kit Creation Tool, Creators affirm and authenticate that they are the owner of the social media accounts they are linking and have authority to link such social media accounts. The Company shall not be liable for issues related to the linking of social media accounts and/or any incorrectly linked social media accounts.
- Once Creators’ social media accounts are linked, Creators consent to the Company accessing their public data and authorized data from Creator’s social media accounts. Creators consent to the Company utilizing public data and authorized data in any manner required by the Company.
- If Creators are seeking to withdraw their consent to the Company accessing their authorized data through their social media accounts, Creators should disconnect their social media account(s) from their dashboard. This will disable the connection between the Company and the social media accounts, thereby preventing the Company from accessing the authorized data from that point forward. If Creators face any technical issues in deleting their Media Kit, they should contact Customer Service at [email protected]. After Creators disable the connection to their social media accounts, the Company shall still be able to access Creators’ public data associated with their social media accounts. Should Creators seek to prevent the Company from accessing public data associated with their social media accounts, Creators should delete their Media Kit via their Creator dashboard.
- The Media Kit will include, but is not limited, to the following; (i) images related to the Creator’s content or brand; (ii) images and information from the Creator, (iii) images, content, information, and analytics derived from third-party integrations, (iv) analytics providing insights such as, but not limited to, audience, engagement, and reach, (v) feedback received from the Brands, and (vi) proprietary company rating metrics evaluating the Creator’s performance and analytics.
- The Company reserves the right to utilize Creators’ Media Kit, extracts of Creators’ Media Kit, and images and/or data contained in Creators’ Media Kit and linked social media accounts in any manner required by the Company. The Company is not obligated to inform Creators when their Media Kit, extracts of Media Kit, and/or images and data contained within the Media Kit and linked social media accounts are accessed and utilized by the Company in any manner required by the Company.
- The Company is not liable for the accuracy/reliability of any information contained within Media Kits.
- As a platform provider, the Company makes no representations or warranties, express or implied, to Creators regarding any outcomes, results, or benefits from generating and utilizing a Media Kit.
- In using theMedia Kit Creation Tool, Creators consent to the Company utilizing their Media Kits, extracts from Media Kits, and/or data from Media Kits in any manner required by the Company.
- Creators agree that Media Kit Creation Tool and generated Media Kits may not be used for any illegal, fraudulent, or unauthorized purpose and Creators agree not to engage in, or assist others in, any activities that:
- violate any applicable laws, regulations, or industry standards;
- misrepresent or falsify information contained in the Media Kit;
- infringe on the intellectual property rights, privacy, or other rights of the Company or any third party; and
- use the Media Kit content in a manner that could harm the reputation, operations, or interests of the Company or its affiliates.
- The Company reserves the right to take legal action, including but not limited to reporting to law enforcement authorities, against Creators found to be using the Media Kit Creation Tool and generated Media Kits for illegal or fraudulent purposes.
- Subscription Cancellation for Subscription Based Media Kit
- Creators can cancel their monthly subscription at any time by selecting cancellation from their account profile. Cancellation will be effective immediately and Creator shall not be charged the monthly subscription fee from that point onwards. If Creators face any technical issues in canceling their subscription, they should contact Customer Service at [email protected].
- After cancellation, if Creators seek a refund of their last charged monthly subscription fee, they should contact Customer Service at [email protected]. The Company shall issue a refund of the last charged monthly subscription fee at their discretion.
- If Creators have any issues relating to their monthly subscription fee charges and/or refunds relating to their monthly subscription fee charges, they are required to inform the Company by contacting Customer Service at [email protected], prior to contacting and/or disputing such charges with their payment provider.
- Creators’ cancellation of their monthly subscription does not delete their Media Kit from the Platform. Creators can delete their Media Kit via their Dashboard. If Creators face issues in deleting their Media Kit, Creators are required to inform the Company of issues and the Company shall not be responsible for investigating such issues, unless and until informed of such by Creators.
- Cancellation of the Subscription Based Media Kit does not cancel Creator’s Registration to the Platform and Creators’ profiles will still be viewable to Brands and Brands may still request to collaborate with such Creators.
- Registration to the Platform should be cancelled in accordance with the relevant section of the Terms.
- Creator Direct-to-Consumer E-Commerce Stores
- The Platform will allow Creators to create direct-to-consumer e-commerce stores featuring Brand products. This functionality is provided by and enabled by a third party service provider. The Company acts solely as a platform provider and is not party to the relationship between Brands, Creators and the third party service provider.
- In order to access and utilize the Creator Direct-to-Consumer E-Commerce Store functionality, Creators shall be required to agree to the terms and conditions of the third party service provider.
- As a platform provider, the Company shall not be liable for the actions of the third party service provider, Creators, and Brands in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality.
- As a platform provider, the Company shall not be party to disputes:
- between Creators, in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality, and their customers;
- between Creators, in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality, and the third party service provider;
- between Creators, in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality, and Brands; and/or
- Between Brands and the third party service provider.
- Representations and Warranties
- Creators represent and warrant to the Company that:
- Creators have the right to make assignments as set for in these terms;
- 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;
- 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;
- Creators will carry out any and all of their obligations with respect to the creation and sharing of promotional media content;
- Creators statements and opinion within promotional media content, will be true and accurately reflect their honest opinion and experience;
- Creators will not contact or solicit directly from any Brand any form of compensation;
- Creators will not boost, manipulate or otherwise fabricate any engagement metrics of any social media accounts;
- 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;
- 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;
- Creators will not transfer, assign or resell their accounts on the Platform under any circumstances; and
- 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..
- Creators represent and warrant to the Company that:
- Penalties
- 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:
- Collaboration Assurance fee is charged to creator;
- lowering the Creators’ performance rating scores within the Platform;
- reducing Creators’ Request Credits;
- temporarily suspending Creators’ accounts and profiles on the Platform; and
- terminating Creators’ accounts and profiles on the Platform.
- The Company reserves the right to prescribe any and all of the noted penalties at their discretion.
- 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:
- 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, any content created by Brands and Creators for the Company, and any content (or element of content) generated by the the ILOLA™ Media Kit Creation Tool, 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.
- 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 [email protected]. Alternatively you might send us your Instagram Username from our contact us form https://ilolas.com/contact-us/
- 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.
- 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.
- 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.
- 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.
- 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.
- The Platform provides the ILOLA™ Media Kit Creation Tool which allows Creators to generate Media Kits to be distributed to brands. Creators understand and agree that the Company is not party to any agreements between Creators and brands and the Company has no control over the conduct of Creators and brands with regards to the contents of the Media Kits and the usage of such Media Kits.
- The Platform provides Creator Direct-to-Consumer E-Commerce Stores which allows Creators to create e-commerce stores for consumers featuring Brand Products. This functionality is provided and enabled by a third party service provider. The Company is not party to agreements between Creators and the third party service provider, Brands and the third party services provider, Creators and consumers, and Creators and Brands. The Company has no control over the conduct of Creators (in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality), Brands (in utilizing the Creator Direct-to-Consumer E-Commerce Store functionality), the third party service provider, and Creator’s consumers.
- 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
- the use or inability to use or access the Website or Platform;
- the cost of procurement of a substitute product and/or promotional media content resulting from any data, information, products, or services obtained or messages received or transactions entered into through or from the Platform;
- any unauthorized access to or alteration of Creators’ information;
- any subscription price change, suspension or termination from the Platform and Creators’ access to it whether in whole or in part;
- any loss of Creators’ information;
- any modification to the Platform, the Website or its services as whole;
- any negative and/or defamatory statements and/or promotional media content; or
- 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.
- 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.
- 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.
- 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.
- 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.
- Headings
- Headings are for reference only and do not affect the meaning or interpretation of these Terms.
- Questions
- Creators should contact the Company at [email protected] to report any violations of these terms or to ask any questions regarding these Terms, the Website and/or the Platform.