Contribution Program Terms & Conditions

1. Term

This Agreement will commence as of the Effective Date and continue in full force and effect until either Party terminates this Agreement upon 30 days’ written notice to the other Party.

2. Conditions Precedent

ZAP-Hosting's ("Company") obligations under this Agreement are expressly conditioned upon satisfaction of the following: the complete execution of this Agreement by the Parties, and Author’s completion and delivery of all immigration, tax, and related documents required by Company.

3. Services

The Author ("Contributor") will submit original articles (“Articles”) to Company from time-to-time for publication on Company's website (the “Services”). Author’s Services under this Agreement will be rendered upon the terms and conditions set forth in this Agreement and in no event less than a professional manner. Such Services include obtaining third party releases, clearances, and authorizations necessary for Company’s unlimited use and distribution of the Articles (e.g., publicity releases) (collectively, “Releases”).

4. Payment

During the term of this Agreement, Company will pay Contributor the rate specified in Exhibit A for each Article (the “Rate”). Company will pay Author the Rate for an Article [by the 60th day following the end of the calendar month in which an Article was published]. If Company has approved reimbursement of any expenses in writing, then Contributor must provide an itemized list of such expenses and adequate receipts evidencing such expenses within 30 days of the date the Article is submitted to Company. Company will not have any obligation to reimburse expenses absent receipts for such expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with Contributor's provision of the Services, including any expenses incurred by Contributor in connection with the execution of this Agreement, will be the sole responsibility of Contributor. Other than the amounts to be paid to Contributor pursuant to an Exhibit A, Company will not be required to make any payments of any nature for, or in connection with, the acquisition, exercise or exploitation of the rights granted to Company hereunder. Contributor will be responsible for the payment of all taxes associated with or incurred as a result of the compensation for Services paid by Company.

5. Ownership

Services under this Agreement, and all results and proceeds of such Services, including Articles, (the “Work Product”), are specially ordered and commissioned by Company, and to the fullest extent permitted by law, including, without limitation, the copyright laws of Germany (as amended), will be considered “works made for hire.” In accordance therewith, Company will own all right, title, and interest in and to the Work Product, and any derivative works thereof. To the extent ownership of any Work Product does not by operation of law vest in Company, Author, on behalf of itself and its agents and employees, hereby irrevocably assigns, transfers, and conveys all rights, title, and interest, including all copyright, trademark, patent, trade secret, and any other intellectual property rights in that Work Product, to Company.

During and after the term of this Agreement, Contributor agrees to execute formal assignments of intellectual property rights for any and all Work Product and to obtain such formal assignment from any third party that may have, at any time, held any rights in or to any portion of the Work Product, in order to assign, transfer, and convey all rights in the Work Product to Company. Author will execute appropriate written agreements with its agents, employees, and contractors to enable it to comply with this Section 5. Contributor hereby waives any “moral rights” in the Work Product. To the extent any moral rights are not transferable or assignable, Contributor hereby waives and agrees never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights, that Contributor may have in or with respect to any Work Product, during and after the term of this Agreement. Contributor hereby grants to Company the royalty free right to use Author’s name and likeness in any and all manner, media, products, means, or methods, now known or hereafter created, throughout the universe, in perpetuity, in connection with Company’s exercise of its rights under this Agreement, including Company’s use of the Work Product. Notwithstanding any other provision of this Agreement, nothing herein will obligate Company to use the Work Product in any manner. Author will have no right to any proceeds derived by Company or any third party from the use of the Work Product.

6. Applicability to Past Articles

Author agrees that if and to the extent it has performed services for Company that would have been “Services” if performed during the term of this Agreement, and Author authored articles on behalf of or for the benefit of Company that would have been “Work Product” if authored during the term of this Agreement, then any such articles will be deemed “Work Product” hereunder and this Agreement will apply to such articles as if authored during the term of this Agreement. Author further acknowledges that Author has been fully compensated for all services provided during any such period.

7. Representations and Warranties; Indemnity

Author represents and warrants that: (a) Author has the full right, power, and authority to enter into this Agreement; (b) entering into this Agreement will not violate any other agreement to which Author is a party; © Author is authorized and permitted to provide the Services; (d) Author has the authority to grant the rights granted in this Agreement and to vest in Company all the rights as provided in this Agreement, free and clear of any and all claims, encumbrances, liens, and rights of third parties; and (e) no payments will be due from Company to any third party for the exercise of any rights granted in this Agreement. If Author is required by Company to obtain Releases from any third party for the use of any Work Product, then Author represents and warrants that Author has obtained such Releases prior to delivering any Work Product to Company, and that Company will have no obligation to pay any fees or provide any other form of consideration to any third party for such Releases, the rights granted in such Releases, or the use of the Work Product. In the event of any breach of this Agreement by Company, Author’s sole remedy will be for recovery of monetary damages and not injunctive relief. Author will indemnify and hold Company and any successors, assigns, and licensees or sublicensees of Company harmless from and against any and all claims, damages, liabilities, costs, and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees, arising out of any breach, or any allegation which, if true, would evidence a breach by Author of any warranty, representation or other agreement made by Author in this Agreement.

8. Independent Contractor

The Parties acknowledge and agree that Author is an independent contractor, and nothing in this Agreement will create a relationship of employment, joint venture, partnership or agency between the Parties. Neither Party will have the right, power or authority at any time to act on behalf of, or represent the other Party. Company will not obtain workers’ compensation or other insurance on behalf of Author, and Author is solely responsible for all payments, benefits, and insurance required for the performance of Services hereunder, including, without limitation, taxes or other withholdings, unemployment, payroll disbursements, and other related expenses. In the event of any injury, illness, disability or death suffered by Author arising out of or relating to any Services, Author irrevocably releases and holds Company (and its parent, subsidiaries, affiliates, successors, and assigns, and their respective equity holders, officers, directors, and employees (the “Company Parties”) fully harmless in all respects thereto. Author will indemnify Company Parties against any and all claims arising from or incurred as a result of any third party injury, illness, disability or death caused by Author in performing its Services. Author hereby acknowledges and agrees that this Agreement is not governed by any union or collective bargaining agreement and Company will not pay Author any union-required residuals, reuse fees, pension, health and welfare benefits or other benefits/payments.

9. Credit; Changes

Any credit accorded to Author will be at Company’s sole discretion, including, without limitation, whether or not to accord such credit. The failure of Company to provide any credit to Author will not constitute a breach of this Agreement by Company. Author acknowledges that Company may make any changes or additions Company deems necessary to the Article(s) prepared by Author.

10. Confidentiality

“Confidential Information” means: the terms of this Agreement and Exhibit A; any proprietary or confidential information made available by Company to Author, including, without limitation, information related to Company’s advertisers and partners; and any information learned or obtained by Author in connection with the performance of its Services. Author will not use the Confidential Information for any purpose other than performing the Services. Author will not disclose Confidential Information to anyone other than its employees and financial and legal advisors with a need to know such Confidential Information, except as expressly provided herein or to the extent necessary to comply with any applicable law, regulation, or order of a court of competent jurisdiction, in which case Author will so notify Company and will seek confidential treatment of such information. Notwithstanding the foregoing, Author will not be required to keep confidential any Confidential Information that: (a) is or becomes generally available or known to the public through no wrongful act of Author; (b) was previously known by Author; © was independently developed by Author without reference to the Confidential Information; or (d) was lawfully disclosed to Author by a third party under no obligation of confidentiality to Company.

11. Survival

This Section 11 and Sections 5, 7, 8, 9, 10, and 12 will survive the termination or expiration of this Agreement.

12. Miscellaneous

This Agreement is the entire agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements between the Parties. Any amendment, modification or alteration of this Agreement must be in writing and signed by the Parties. Waiver by one Party of breach of any provision of this Agreement by the other will not operate or be construed as a continuing waiver. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of any other provision of this Agreement, and in the event that any provision is determined to be invalid or otherwise illegal, this Agreement will remain in effect and will be construed in accordance with its terms as if the invalid or illegal provision were not contained herein. The law of the German Federal Republic applies. Binding regulations of the state, in which the customer has his or her main residence remain unaffected. If the Author had his main residence or permanent dwelling previously in Germany and either moved it at the time of bringing suit, or his or her domicile at the time are unknown, then the place of jurisdiction for all disputes is the venue of the consumer. Author and Company agree to waive any claim for jury trial in any dispute between Author and Company. Author may not assign, delegate or subcontract this Agreement, in whole or in part, without Company’s prior written consent. This Agreement is freely assignable by Company. This Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the Parties. Electronic and facsimile signatures will be binding. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. The Parties each acknowledge that this Agreement was fully negotiated by the Parties and, therefore, no provision of this Agreement will be interpreted against any Party because such Party or its legal representative drafted such provision. Except as otherwise provided herein, the rights and remedies of either Party as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter provided by law or at equity. All communications, notices and disclosures required or permitted by this Agreement will be in writing and will be deemed to have been given at the earlier of the date: (a) when delivered personally or by messenger or by overnight delivery service by a recognized commercial carrier; (b) three (3) days after being mailed by registered or certified German mail, postage prepaid, return receipt requested; or © when received via electronic mail or facsimile transmission and confirmed by telephone or reply e-mail, in all cases addressed to the Party at its address set forth on the first page of this Agreement or to such other address as a Party will have designated by notice in writing to the other Party in accordance with this sentence.