1.1. OPPORTUNITIES.

Participating Advertisers create and list opportunities ("Opportunities") in the Marketplace located on the SocialSpark site, which offer Bloggers the chance to receive compensation from the Advertiser in exchange for creating posts on their blogs,other sponsorships as may be offered by the Advertiser, or for serving Advertising on Blogger's online properties. All Posts,Sponsorships, and/or Advertising must comply with the requirements set forth by the Advertiser (herein referred to as the "Requirements") in the Opportunity. Each Opportunity listing contains a description of the Requirements and the compensation to be paid by the Advertiser. The Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified compensation to the Bloggers.

1.2. REVIEWS & APPROVALS.

While SocialSpark may assist in reviewing and identifying Blogger's posts that violate an Opportunity's Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular blog is entitled to the set compensation so long as the Advertiser observes the requirements of Sections 2.4 and 2.5 of this Agreement. Posts,Sponsorships which do not comply with the Requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity.

2.1. TRANSPARENCY & DISCLOSURE.

SocialSpark requires full disclosure by all Marketplace participants. Any attempt to instruct, coerce or manipulate a Blogger into hiding the commercial relationship between you and the Blogger may result in removal from the system. Advertiser agrees to comply with Our Advertiser Code of Ethics, the Federal Trade Commission's Staff Opinion Letter dated December 7, 2006, WOMMA's Ethical Blogger Contract Guidelines, and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act and the Federal Trade Commission's Endorsement Guidelines.

2.2. PAYMENTS.

Advertiser agrees to pay SocialSpark all charges to Advertiser's account for the Service in accordance with these Terms of Service. If SocialSpark does not receive timely payment or if Advertiser exceeds prepayment hereunder: (i) Advertiser will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) Advertiser agrees to pay all amounts due on your account upon demand, and (iii) SocialSpark reserves the right to either suspend or terminate an Advertiser's account with SocialSpark, including deletion of your Opportunities from the Services. Any fees for the Services which are charged to Advertiser account, as well as the initial and all deposit(s), are non-refundable. Advertiser agrees to submit any disputes regarding any charge to your account in writing to SocialSpark within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Advertiser's account becomes inactive for six months a charge of $40.00 per month will be charged against the Advertiser's balance and will continue to charge each month until the Advertiser's balance reaches $0. The inactive period will begin upon the completion of an Advertiser's post or blog sponsorship opportunity or CPA program. If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by SocialSpark in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser shall pay such taxes to ensure that SocialSpark receives the full amount invoiced to you without offset or deduction. Advertiser agrees to promptly (i) update all information to keep your account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify SocialSpark in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify SocialSpark in writing if your credit card is canceled. Upon termination, suspension or discontinuation of the Service or Advertiser's participation therein, all outstanding payment obligations incurred by Advertiser under the Service will become immediately due and payable.

2.3. CREDIT CARD CHARGES.

Advertiser authorizes SocialSpark to charge Advertiser's credit card (as provided by you) for all charges to your account. Advertiser's non-termination or continued use of the Service reaffirms that SocialSpark is authorized to charge Advertiser's credit card. SocialSpark may submit those charges for payment and you will be responsible for such charges. SocialSpark reserves the right to modify, suspend or terminate the required method of payment for use of the Service at any time, although any pending Opportunities will be completed using the method current when you listed the Opportunity. If SocialSpark modifies the terms of the method of payment as outlined in this Section 2.3, the modifications will be reflected in an updated version of the Agreement posted on the SocialSpark Website. If you do not consent to such modified terms, you must immediately discontinue use of the Marketplace. Advertiser's continued enrollment after any modifications constitutes your acceptance of the terms of the method of payment as modified. Advertiser determines a maximum daily amount for charges to your account for each Opportunity subject to the provisions below. When you list an Opportunity, and for each Opportunity thereafter, Advertiser pre-authorizes SocialSpark to charge your credit card up to the maximum amount that you specify. SocialSpark will send Advertiser a notification to the e-mail address associated with your account after each pre-authorized transaction to notify you that your account has been replenished and your credit card charged. Such charges should appear on the periodic statement sent to you by the provider of your credit card. You understand that all of your Opportunities may be taken offline if your credit card does not allow additional charges or rejects any charges made to it by SocialSpark unless Advertiser or SocialSpark discontinues your enrollment or participation in this Payment Plan, you understand that this pre-authorization is valid until the termination of the Agreement or the applicable Master Agreement with SocialSpark. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your pre-authorization.

2.4. MANUAL PROCESSING REQUESTS

An Advertiser can request that a Blogger's post in response to an Opportunity be removed from the Blogger's website. For a fee, SocialSpark will assist Advertiser in requesting a Blogger to remove a post, however, SocialSpark cannot guarantee removal of the post.

SocialSpark reviews Blogger's posts for compliance with the criteria set forth in the Opportunity using both an automated system and a manual system. SocialSpark cannot guarantee whether an Advertiser that a Blogger's posts will be reviewed manually or through our automated system. If an Advertiser would like to ensure that a Blogger's post will be manually reviewed for compliance with the Opportunity criteria, such service is available for an additional fee.

2.5. CONTENT INFORMATION.

Advertiser agrees that SocialSpark is not responsible for any aspect of Advertiser's content or product to be blogged about,sponsored, or advertised by SocialSpark contracted Bloggers. Advertiser represents, warrants and covenants that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users' location, (iii) your Website does not contain any SocialSpark-owned or licensed content, except pursuant to a separate signed agreement with SocialSpark. You acknowledge that SocialSpark Bloggers are independent third-parties and not directly controlled by SocialSpark. As a consequence, any blog postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Advertiser specifically acknowledges and agrees that SocialSpark has no control over any content that may be available or published on any blog (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.

2.6. OPPORTUNITY DISPUTES.

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

2.7. ADVERTISING ASSOCIATED WITH AFFILIATE PROGRAM.

In connection with the Affiliate Program, Advertiser represents and warrants that (i) the links contained in any Advertising are directed to the intended and agreed upon destination and are not re-directed; (ii) the Advertising and the content linked to from such Advertising will not: (a) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (b) be misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate, (c) violate any applicable law or regulation, or (d) advertise any unlawful product or service or the unlawful sale of any product or service; (iii) Advertiser has a reasonable basis for all claims made within its Advertising and possesses appropriate documentation to substantiate such claims, (iv) the landing page for Advertising (i.e., the Advertiser's website page where a consumer is directed when the consumer clicks on Advertising, fills in a registration form or takes a similar action) contains a prominent link to Advertiser's privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Advertiser's use, collection and disclosure of their personal information, (v) no Advertising is targeted to children under the age of thirteen (13), (vi) prior to loading any computer program onto an individual's computer, including without limitation programs commonly referred to as spyware but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy), Advertiser shall provide notice to and shall obtain the express consent of such individual; (vii) it will, at all times, comply with all applicable laws and regulations.

3.1. TRANSPARENCY & DISCLOSURE.

Bloggers participating in the SocialSpark Marketplace must clearly disclose on their blogs the relationship between themselves and the Advertisers in connection with Opportunity-related posts. Bloggers must include a SocialSpark provided disclosure badge within each sponsored post in order to receive payment. Blogger agrees to comply with Our Blogger Code of Ethics, the Federal Trade Commission's Staff Opinion Letter dated December 7, 2006, WOMMA's Ethical Blogger Contract Guidelines, and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act and the Federal Trade Commission's Endorsement Guidelines.

3.2. FULFILLMENT OF COMPENSATION.

Blogger acknowledges and agrees that the obligation to compensate Blogger for Opportunities resides with the Advertiser, not SocialSpark. SocialSpark merely facilitates such compensation on behalf of the Advertisers. Blogger waives any and all claims or rights of action against SocialSpark relating to the failure of an Advertiser to compensate Blogger in connection with an Opportunity-related post, sponsorship or advertisement. In addition, Blogger acknowledges that Blogger is: (i) not an employee of SocialSpark or IZEA, (ii) responsible for the payment of all federal, state and local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.

3.3. ELIGIBILITY.

Blogs in the SocialSpark Marketplace will have one of the following classifications:

"Unclaimed Blog".

A blog that has been discovered and entered by a user, but has not been authenticated to be the property of that user. A user must be able to modify the source code of the blog and insert a claim code in order to claim ownership of the blog.

"Claimed Blog".

A blog that has been successfully authenticated as the property of a blogger.

"Verified Blog".

A blog that has been Claimed, and also meets these additional requirements:

1. Blogs Only. SocialSpark only accepts blogs, and not websites, message boards, e-mails, IM or other similar services.
2. English or Spanish Only Blogs. The blog and all posts relating to SocialSpark Opportunities must be in the English or Spanish language.
3. Original Blog Content. The blog must contain original editorial content in addition to Opportunity-related or other paid posts. Blogs that exist primarily for payment will not be accepted.
4. Appropriate Content. Blogs submitted to the marketplace may not include or support: excessive profanity, violence, or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.
5. Minimum Blog Age. Blogs must be live for a minimum of ninety (90) days, counted from the date of the blog's first post, with at least twenty (20) pre-existing posts written in the 90 days prior to registration with the SocialSpark Marketplace.

SocialSpark will not accept certain blogs and Bloggers as determined by SocialSpark in its sole discretion.

3.4. BLOG EXCLUSIONS.

The following blog types are wholly excluded from Marketplace Opportunities:

1. Third Party Content Blogs. Blogs whose entries are made up entirely of song lyrics, quotes, poems, online quizzes/surveys, information directories, or other such lists that do not constitute written entries.
2. Blog For Money Blogs. "Blog for money" community blogs such as BlogCharm, BloggerParty and WritingUp.com.

3.5. SPONSORED POSTING REGULATIONS.

If Blogger has a blog accepted into the Marketplace, Blogger must comply with the following Sponsored Posting Requirements:

1. Frequency of Posts. You may post a maximum of three (3) SocialSpark Marketplace Opportunity-related posts per blog in any given day. SocialSpark posts may not appear consecutively on your blog. Each SocialSpark post must be immediately preceded and immediately followed by at least one non-sponsored, original content post. The prohibition on consecutive 'sponsored' posts apply to both SocialSpark Direct and Marketplace Opportunities, as well as other sponsored posts from competitive services.
2. Interim Posts. Your last non Opportunity-related post must have been within the seven (7) days immediately preceding your Opportunity-related post. After any break in blog activity of seven plus (7+) days, interim posts, that is, posts between Opportunity-related posts, submitted on the same day as your paid Opportunity-related posts will not count towards this requirement.
3. Private Posts. Interim posts must not be labeled "Private" or locked out. Interim posts must also be of a reasonable length, at least one (1) paragraph, three (3) to five (5) sentences. If your blog's interim posts lack quality SocialSpark may terminate your account.
4. Obstructions. Elements on a blog page must not obscure any portion of an Opportunity-related post and the posting must be visible, readable and reasonably coherent.
5. Inline Ads and Links. There are to be no third party links, ads or other detractors located within the sponsored post.
6. Unique Content. Identical or nearly identical Opportunity-related posts will not qualify for payment under the Marketplace.
7. Time Shifting. A submitted Opportunity-related post's date of submission to SocialSpark must match the date of creation as reflected in your blog time stamp, date line or archives. A submitted post's date must also be relative to the timeframe of an Opportunity's life span.
8. Use of Software. Software may not be used to create posts or otherwise place SocialSpark code in a repetitive or not original fashion
9. Manipulation of Code. Any SocialSpark Link code must be pasted directly into blog pages without modification. SocialSpark participants are not allowed to alter any portion of the code.
10. Holding. Attempting to 'hold' a post by submitting to the 'Take this Opportunity' screen but failing to provide a written post to the requirements of the Advertiser will result in immediate suspension of your account.
11. Inappropriate Content. Posts submitted to Marketplace Opportunities may not include or support: excessive profanity, violence or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.

3.6. GRANT OF USAGE LICENSE.

By participating in the SocialSpark Marketplace and accepting payment for the sponsored content you create, Blogger grants SocialSpark and the specific Advertiser purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to use, display, perform, reproduce, republish, and distribute the content or any portion thereof in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing or distribution of a Blogger's content by SocialSpark or any Advertiser must be accompanied by credit to the Blogger of that content or a link to the blog where the content appeared.

3.7 SPONSORSHIP REGULATIONS.

In addition to having a Verified Blog, the following conditions will apply to be able to take Sponsorship Opportunities:

1. IZEA Toolkit (ITK) must be properly installed.
2. Blogger may not remove the ITK at anytime during an active sponsorship. Removal will result in non-payment.

3.8.SPECIFIC BLOGGER REQUIREMENTS FOR PARTICIPATION IN AFFILIATE PROGRAM

1. General. By participating in the Affiliate Program, Blogger agrees that Advertiser may place Advertising on Blogger's blog in exchange for the Cost Per Action ("CPA") payment more specifically described in each Affiliate Program Opportunity. Advertiser will provide or designate promotional creative materials (including but not limited to banners, buttons, text links, referral URLs) (collectively, "Advertising") to be used in conjunction with the campaign described in the Affiliate Program Opportunity.
2. Use of Advertising Materials. Blogger agrees to utilize only those Advertising materials provided or designated by Advertiser in conjunction with the Affiliate Program Opportunity. Blogger may not alter the Advertising materials in any way, and may not run Advertising materials other than those specifically provided by or designated by the Advertiser.
3. Delivery and Tracking. Blogger agrees to comply with the specifications provided by Advertiser to enable proper delivery, display, tracking and reporting of Advertising.
4. End User Communication. Blogger agrees to direct to IZEA any communication regarding the Advertising displayed on the blog.
5. Blogger Responsibilities. Blogger is solely responsible for their blog, including all content and materials, maintenance and operation thereof, and the proper implementation of the Advertiser's specifications. Advertiser has the right to investigate, at their own discretion, any activity that may violate these Terms of Service, including but not limited to any use of a software application to access Advertising or any engagement in any activity prohibited by this Agreement. Advertiser is not responsible for anything related to Blogger's blog, including without limitation the receipt of queries from end users of Blogger's blog,
6. Prohibited Uses. Blogger shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, impressions of or clicks on any Advertising through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Advertising in any way without authorization from Advertiser; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of the Advertising ("Advertiser Page"); (iv) redirect an end user away from any Advertiser Page; (v) provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; (vi) intersperse any content between the Advertising and the Advertiser Page or otherwise provide anything other than a direct link from the Advertising to an Advertiser Page; (vii) display any Advertising on a blog that contains any pornographic, hate-related, violent, or illegal content; (viii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Advertising or any part, copy, or derivative thereto; (ix) act in any way that violates these Terms and Conditions, as may be revised from time to time, or any other agreement between Blogger and Advertiser; (x) disseminate malware; (xii) engage in any action or practice that reflects poorly on the Advertiser or otherwise disparages or devalues the Advertiser's reputation or goodwill; or (xiii) engage in any action or practice that violates any applicable law or regulation.