Contributor’s Agreement

This Contributor’s Agreement (the “Agreement”) is entered into between TESLARATI and its website, www.teslarati.com (“TESLARATI”, “Company”, “we”, “us” or “our” ) and the person submitting content to TESLARATI via our designated website address, teslarati.com (“Contributor”, “you”or “your”) (Collectively “Parties”). The Effective Date of this Agreement is the date you send us any content (“Contribution”) to our designated website address shown above. By sending content to this website address, you acknowledge that this Agreement is an enforceable contract.

WHEREAS, TESLARATI owns and operates the TESLARATI Website located at www.teslarati.com or other TESLARATI-controlled URLs through which you access this Agreement (the “Website”) and this Agreement sets forth the terms that apply to any written or video content (collectively, “CONTRIBUTION”) provided to TESLARATI via the TESLARATI Writing and Reporting Community program or as requested by a TESLARATI member or representative.

WHEREAS, The Parties agree that TESLARATI will provide the platform for Contributor to provide content contribution to www.teslarati.com, as approved by TESLARATI, and in accordance with the terms of this Agreement.

In consideration of the mutual promises contained herein, you and we hereby agree as follows:

(1) Nature of Services; Content. This Agreement and all materials in support of this Agreement to enroll as a Contributor for TESLARATI must be complete, accurate, and truthful. This Agreement must be reviewed by you before you are eligible for any contributor contributions. By sending content to the designated website address of domain teslarati.com, you are adhering to the terms of this agreement, whether you’ve fully read or fully understand the terms or not.

(2) Delivery; Contributions. For any Contribution made available to TESLARATI and accepted by us, you will either independently create or assist in the creation of an original work of authorship or other work product. Your original work of authorship or contribution to other work product is referred to as your “Contribution”. All Contributions must meet the quality standards set by TESLARATI before the contribution will be published. These standards will be determined by members of the TESLARATI organization, per each individual content piece that you provide. You will perform the Contribution in a professional manner in accordance with the level of care customarily observed by skilled professionals rendering similar services. You must deliver each Contribution to us in accordance with the procedures specified by us. We will notify you if we have accepted or rejected each Contribution. If rejected, we may, in our sole discretion, provide you with an opportunity to modify the Contribution and resubmit it for approval. If we believe you have made a good faith effort to satisfy a Contribution piece, but we choose not to accept the Contribution for any reason, we may elect to terminate the Contribution and not publish it. If we reject a Contribution, all of your original rights (if any) in the Contribution created by you will, as between TESLARATI and you, will be held by you.

(3) Compensation. Any payment or compensation for any past, current or future Contributions will need to be approved and agreed upon per a separate agreement that you, as a Contributor, will need to acknowledge. By reading this Contributor’s Agreement, TESLARATI is not consenting to compensate you in any way for any past or future Contributions at this time. You may be eligible for compensation in other forms (i.e. free admission to events, product receipt where applicable, etc.). However, this compensation will need to be approved via written documentation in the form of an email by an authorized TESLARATI representative.

(a) Following acceptance of a Contribution by us, we will pay you the amount agreed upon through PayPal or similar online, approved account pursuant to the information you provide to us (generally within 10 days after the month in which the Contribution was made. We reserve the right to require you to submit an invoice to us before payment will be issued. If you reside in a territory where VAT applies, our payment to you may include VAT if appropriate and/or your payment may be subject to a VAT invoice. We shall be entitled to deduct from the fees (and any other sums) due to you, any sums that you may owe to us at any time.

(4) Your Grant of Rights. Each of your Contributions will be original and solely created by you, with TESLARATI being deemed as the owner of the Contribution and the owner of all legal rights whether now known or hereafter devised (including all copyrights and all extensions and renewals of copyrights) in and to the Contribution, with the right to make all uses of the Contribution throughout the world and all changes in each Contribution. Without further obligation to you and without limitation, we may use, reproduce, publish, sell, perform, distribute, display, exhibit, edit, change, add to, take from, translate, reformat, make derivative works from, or reprocess the Contribution in any manner. Please note that you, as the Contributor, will be solely credited as the author of the Contribution. Please note as well that if you would like to use the Contribution for personal and/or professional purposes outside of TESLARATI or its website, www.teslarati.com, that will be allowed if and only if there is documented approval by an TESLARATI authorized member in the form of an email.

To the extent permissible under applicable law, you waive all “moral rights of authors” that may exist or any similar rights. We may, but are not obligated to, provide attribution to you in connection with any Contribution or to display, use or otherwise exploit any Contribution.

You hereby grant us a royalty-free, perpetual, nonexclusive, worldwide, transferable license to use and display the Contribution and any biographical information or photographs that you provide to us in connection with this Agreement in any and all media now known or hereinafter devised. We shall be entitled to assign or sublicense all or a portion of all rights and licenses granted herein without any payment or compensation to you, unless documented and agreed upon in a separate agreement that must be signed the Contributor. Upon request by us, and at your own cost, you will promptly provide us with such documents and agreements as we may require to further evidence, give lawful effect to and confirm your representations, warranties, and covenants under this Agreement, including material and location releases and assignments.

(a) Additional Grant of Rights in Your Likeness. Depending on the nature of your Content Contribution, your Contribution may include or be accompanied by your name, image, biography/resume, words, recorded actions, outtakes, voice/sound print, photograph, picture, video, movie, or other likeness (collectively, your “Likeness”). You agree that TESLARATI is the exclusive owner of all copyrights and other rights in and to all Contributions, tangible works, and any results and proceeds arising from the use of any or all of your Likeness in connection with your Contribution. You further agree to give us the royalty-free right to use, incorporate, exhibit, reproduce, distribute, promote, publicize, and otherwise exploit your Contribution and/or your Likeness in any and all media, now known and hereafter devised, throughout the world and in perpetuity in connection with your Contribution. For the avoidance of doubt, our rights to your Likeness are limited to that which you submit to us as part of or in connection with your Contribution (for example, we have rights to video of you that you submit or share directly but not video of you that may exist elsewhere). We shall be entitled to assign or sublicense all or a portion of all rights and licenses granted herein without any payment to you.

(5) Term. This Agreement begins on the date of each individual content submission and will continue unless terminated by either party within 5 days’ written notice to the other party. If this Agreement is terminated by either party while a specific Contribution is live on the website within the first 5 days of publication, such termination will still be effective immediately and the contribution will be removed from the website and any other TESLARATI-owned properties. A termination request after 5 days of publication will be left to the discretion of the TESLARATI owners.

(6) Representations and Warranties. You represent and warrant that:

(a) you are at least 21 years of age or older and that you have the right and obtained all authorizations and consents necessary to execute and enter into this Agreement and perform your obligations;

(b) you will comply with all applicable laws;

(c) your Contribution (i) is original, (ii) does not and will not defame or disparage any person or entity (or their goods, services or business) or infringe upon or violate the intellectual property rights, rights of privacy, or any other rights of any person or entity; and (iii) is not the subject of any litigation or other claim or proceeding, or, to your knowledge, any threat thereof;

(d) you have not conveyed and will not convey or purport to convey any right, title or interest in and to the Contribution to any third party, nor do anything else to impair in any way our right, title and interest in and to the Contribution;

(e) if you learn of any claims alleging that any Contribution infringes any third party’s rights or is unlawful, you will immediately notify us; and

(f) all of the information you have provided and will provide to us in connection with this Agreement is and will at all times be true and correct and not contain any material omissions.

(7) LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS), SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY, SHALL NOT EXCEED THE AMOUNT PAYABLE BY US TO YOU UNDER ANY SEPARATE AGREEMENT THAT HAD BEE PUT IN PLACE. NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR FOR FRAUD.

(8) GOVERNING LAW; ARBITRATION.

(a) Governing Law. This Agreement will be interpreted according to the laws of the state of California, United States of America, excluding those or choice of law principles or other laws that would give effect to the laws of a different jurisdiction.

(b) Forum for Legal Disputes. You agree that any claim or dispute you may have against us must be resolved exclusively by a state or federal court located in Los Angeles County, California, except as otherwise agreed by the parties or as described in the Arbitration option discussed below. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California for the purpose of litigating all such claims or disputes.

(c) Arbitration Option. FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS LESS THAN US$5,000, YOU MAY ELECT TO RESOLVE THE DISPUTE IN A COST EFFECTIVE MANNER THROUGH BINDING NON-APPEARANCE-BASED ARBITRATION. IN THE EVENT A PARTY ELECTS ARBITRATION, THAT PARTY SHALL INITIATE SUCH ARBITRATION THROUGH AN ESTABLISHED ALTERNATIVE DISPUTE RESOLUTION (“ADR”) PROVIDER MUTUALLY AGREED UPON BY THE PARTIES. THE ADR PROVIDER AND THE PARTIES MUST COMPLY WITH THE FOLLOWING RULES: (A) THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR BE SOLELY BASED ON WRITTEN SUBMISSIONS, THE SPECIFIC MANNER SHALL BE CHOSEN BY THE PARTY INITIATING THE ARBITRATION; (B) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES; AND (C) ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

(d) Contacting Us. TESLARATI has provided the above options to provide you with a neutral and cost effective means of resolving disputes. Before resorting to binding legal adjudication, we encourage you to first contact us directly to seek resolution of any claims or disputes by going to the “Contact Us” page on our site.

(9) Interpretation; Construction. In interpreting this Agreement, the words “including” and “includes” are meant to be illustrative and not limiting. This Agreement will not be interpreted in favor of one party or the other based on any presumptions regarding the drafting of the document. The section titles used in this Agreement are for convenience of reference only and have no legal or contractual effect. You may not assign or otherwise transfer any of your rights or obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. All notices under this Agreement must be in writing and will be considered delivered if sent via confirmed e-mail to an address provided by the recipient party to the sending party, or by overnight delivery service, or hand delivery to a provided address. If any provision of this Agreement is held to be unenforceable: (a) the enforceability of the remaining provisions of this Agreement will not be affected; and (b) the unenforceable provisions will be replaced with valid provisions the effect of which comes as close as possible to that of the unenforceable provisions.

(10) Severability. If any provision of this Agreement is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

(11) Data Protection. You consent to us and our duly authorized agents and employees holding and processing both electronically and manually the data (including personal sensitive data and information contained in email, email attachments and other forms of electronic communication) that we collect, store or process that relates to you, for the purposes of the administration and management of our contractors and business and for compliance with applicable procedures, laws and regulations.

To ensure regulatory compliance and for the protection of our workers, contractors, clients/customers and business, we reserve the right to monitor, intercept, review and access any communication facilities provided by us that you may use during the Contribution. We will use this right of access reasonably but it is important that you are aware that communications and activities on the equipment of ours cannot be presumed to be private.

(12) Entire Agreement; No Waiver. In the event of any conflict between this Agreement and you or the Contribution, the terms of this Agreement will control. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior understandings and agreements relating thereto. This Agreement applies to all Contributions submitted to us by you. Any material modifications to this Agreement must be agreed to in writing by both parties. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.

(13) Non-Disclosure Agreement. By signing this agreement, the Contributor acknowledges that TESLARATI may share certain proprietary information with the Contributor. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Contributor hereto agrees as follows:

(a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.

Thank you for reading and agreeing to our terms and conditions.