Last Updated: May 1st, 2015
- General. Thank you for your interest in becoming a contributor of editorial or other content that may be featured on the Service (a “Contributor”). These contributor terms (“Contributor Terms”) constitute a binding contract and apply to you serving as a Contributor. All terms not defined in these Contributor Terms have the meanings given to them in the Terms of Service located at https://www.esplota.com/terms-of-service/ (“Terms”). These Contributor Terms hereby incorporate by reference the Terms except for Sections 1.5, 6, 7 and 15 thereof. In the event there is a conflict or inconsistency between the Terms and these Contributor Terms, the latter will govern solely to the extent of the conflict or inconsistency.
- Contributors. To serve as a Contributor, you must register an account with Esplota by completing and submitting the form located at https://www.esplota.com/colabora-con-nosotros/
During this process, you also must agree to these Contributor Terms and provide to Esplota your name, date of birth and telephone number. You may also provide us with additional information during the registration process to help us evaluate your candidacy, including your prior work experience and your educational background.
- Contributor Content. “Contributor Content” means any content that you submit to the Service in your capacity as a Contributor, including, without limitation, any literary works, photographs, audiovisual works, musical works, sound recordings, artwork and any other work subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws.
- Representations and Warranties. By submitting Contributor Content to the Service, you hereby represent and warrant to Esplota that (a) you solely own such Contributor Content, (b) your Contributor Content does not contain any invention, discovery, development, improvement, innovation, trade secret or any other pre-existing materials that you do not solely and exclusively own, and (c) the use of such Contributor Content in any manner will not (i) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (ii) require Esplota or any third party to pay any fees of any kind to any third party for the use of any such Contributor Content.
- Ownership. You agree that all right, title and interest in and to your Contributor Content is the sole and exclusive property of Esplota. You hereby irrevocably assign to Esplota all right, title and interest in and to the Contributor Content arising under the laws of any jurisdiction, international treaties and conventions or otherwise throughout the world. Upon Esplota’s reasonable written request, Contributor must execute and deliver such instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the assignment of rights set forth in this Section 5. Notwithstanding the foregoing, Esplota hereby grants to you a revocable, non-exclusive, non-transferable, non-sublicenseable, non-assignable, perpetual, royalty-free, worldwide license to reproduce, distribute, publicly perform, and publicly display your Contributor Content solely for the purpose of transmitting such content on or through websites owned and operated by you. This license is conditioned on you including attribution to Esplota by displaying (a) a reasonably sized hyperlink to Esplota’s website located at http://220.127.116.11, but in no event a size less than that for any other links on your website; (b) Esplota’s trademark or logo on any and all of your sites on which the applicable Contributor Content appears; and (c) a statement on any webpage on which such Contributor Content may be viewed containing the following: “©Esplota.com™, all rights reserved worldwide”.
- Editorial Discretion. Esplota retains complete editorial discretion to choose whether to publish your Contributor Content on the Service. Accordingly, Esplota makes no representations, warranties or other promises of any kind that any of your Contributor Content will be published on the Service. You acknowledge and agree that Esplota retains complete and exclusive editorial discretion as described in this Section 6.
- Consideration. In consideration of the assignment you grant to Esplota in Section 5 above, Esplota will provide you with publicity on the Service, an opportunity to reach the Service’s audience and a byline. Accordingly, you hereby acknowledge and agree that under no circumstances will Esplota owe you any fees of any kind in connection with your Contributor Content.
- Conflicts of Interest. You hereby represent and warrant that you are free to enter into these Contributor Terms, and the performance of these Contributor Terms does not and will not violate the terms of any other agreement between you and any third party.
- Non-Solicitation. During the term of these Contributor Terms and for six (6) months thereafter, you will not, without Esplota’s prior express written consent, directly or indirectly, hire, solicit, or encourage to leave Esplota’s employment, any employee, consultant or other Contributor of Esplota, who has performed services for Esplota during the preceding twelve (12) months.
- Definition of Confidential Information. “Confidential Information” means any non-public information provided by Esplota to you, which is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, any product or service plans, financial information, trade secrets, know-how, or information relating to users or customers.
- Nonuse and Nondisclosure. During and after the term of these Contributor Terms, you will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and you will not (a) use the Confidential Information for any purpose whatsoever other than as necessary to provide Contributor Content to Esplota, or (b) disclose the Confidential Information to any third party without the prior express written consent of an authorized representative of Esplota. You may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, you must provide prior written notice to Esplota and seek a protective order or such similar confidential protection as may be available under applicable law. You agree that no ownership of Confidential Information is conveyed to you. You further agree that you will not improperly use, disclose, or induce Esplota to use any proprietary information or trade secrets of any third party.
- Right to Injunction. The parties agree that any breach by you of these Contributor Terms would result in irreparable harm to Esplota and that money damages would be an inadequate remedy for such breach. Accordingly, Esplota will be entitled to seek immediate equitable and other provisional relief, including, without limitation, preliminary, temporary and/or permanent injunctive relief, as a remedy for such breach in addition to any other remedies available at law or in equity and without prejudice to any such other remedies. You agree, however, that you may not seek injunctive relief against Esplota and may only seek a claim for monetary damages in the event of any breach of these Contributor Terms by Esplota.
- Independent Contractor. It is the express intention of the parties that you perform all services contemplated by these Contributor Terms as an independent contractor to Esplota. You will solely incur all expenses associated with your performance. You and Esplota agree that you will receive no benefits from Esplota (where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401(k) participation). If you are reclassified by any government agency or court as Esplota’s employee, you will become a reclassified employee and will receive no benefits from Esplota, except those mandated by applicable law, even if by the terms of Esplota’s benefit plans or programs in effect at the time of such reclassification, you would otherwise be eligible for such benefits.
- Term. These Contributor Terms will (i) be effective once you accept them through the method required during the registration process described in Section 2 above, and (ii) remain in effect at all times during your tenure as a Contributor. You may terminate these Contributor Terms for any or no reason by ceasing to serve as a Contributor by emailing Esplota at [email protected]. Upon termination, you will no longer be permitted to contribute content to Esplota as a Contributor. Within ten (10) days of termination, you must permanently destroy or return to Esplota all tangible embodiments of Esplota’s Confidential Information, and you must certify in writing the foregoing obligation has been satisfied upon request by Esplota. Esplota may terminate these Contributor Terms for any or no reason by providing written notice to you. Sections 1 and 3-12 of these Contributor Terms will survive any termination indefinitely.