Author Agreement

Attention: Please read carefully all the terms and conditions in this Author Agreement ("Agreement"), especially the words and terms in bold. If you have any questions, please refer to the Q&A page or contact our customer service staff directly.

This Agreement, is made by and between the Author and Zongheng, a Washington State corporation with the address of 520 112th Avenue NE Suite 210, Bellevue, WA, 98004-5503, United States;

and is dated as of the first date of execution by both Author and Zongheng of this Agreement ("Effective Date"). Author and Zongheng agree that execution of this Agreement and addendum hereto, such as identification of Work(s) under this Agreement (as defined herein) may be by electronic signature.

WHEREAS, Zongheng maintains a system to advertise, publish, and sell literary works, primarily in an online context and using electronic media ("Publishing System");

WEREAS, the TapRead website and mobile application (hereinafter referred to as "TapRead") is one of the online literature platforms ("Platform") operated by Zongheng Culture Inc. (hereinafter referred to as "Zongheng");

WHEREAS, virtual coins ("Coins") are used in Zongheng’s Publishing System;

WHEREAS, Zongheng maintains an online account system for authors ("Online Account System") in the Publishing System;

WHEREAS, Zongheng may allow Author to submit Manuscripts and Commissioned Manuscripts (as defined herein) to be accepted by Zongheng ("Work(s)"), through the Online Account System;

WHEREAS, Zongheng and Author may designate through the Online Account System that certain of the Works are to be exclusively published and sold through the Publishing System ("Exclusive Work(s)");

WHEREAS, Zongheng and Author may designate through the Online Account System that certain of the Works are to be non-exclusively published and sold through the Publishing System ("Non-Exclusive Work(s)");

WHEREAS, Zongheng and Author desire for Zongheng to advertise, publish, and sell the Exclusive Works and Non-Exclusive Works of Author’s through the Publishing System on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Submission of Works by Author to Zongheng and inclusion in this Agreement

(a) Author and Zongheng agree that Author may submit original works of authorship by Author ("Manuscripts") and planned original works of authorship by Author ("Commissioned Manuscripts") to Zongheng through the Online Account System maintained by Zongheng.

(b) Manuscripts:

(i) The Online Account System shall allow Author to electronically sign an addendum to Attachment A to this Agreement, to request that Manuscript(s) be included in this Agreement as Work(s), (as used herein, "Work" "Work(s)" and "Works" refers to both Exclusive Work(s) or as Non-Exclusive Work(s), as these terms are further defined herein).The request added to Attachment A shall include that a Manuscript is to be designated as an Exclusive Work or as a Non-Exclusive Work. The Online Account System may provide these options to Author or may provide only one option, determined by the Online Account System and the circumstances. If Author’s request in Attachment A is countersigned by Zongheng within 2 months of submission by Author ("Consideration Period"), such Manuscripts shall be Works under this Agreement and the Parties agree that the terms of this Agreement shall govern the Parties rights and obligations with respect to such Works. With respect to Manuscripts, if Zongheng does not countersign Author’s request in Attachment A by the end of the Consideration Period, or if Zongheng affirmatively refuses Author’s request before the Consideration Period, the submitted Manuscript shall not be a Work under this Agreement. During the Consideration Period, Author shall not withdraw a request and may not take any action inconsistent with the request (e.g. Author may not license or assign the Work to a third party during the Consideration Period).

(c)Commissioned Manuscripts:

(i) The Online Account System will allow Author and/or Zongheng to create and/or post an outline, which itself shall be considered an Exclusive Work herein and include the title thereof and terms for a delivery schedule for installments toward a Commissioned Manuscript (such as a number of chapters and/or a number of words in a period of time), content requirements, and payment terms in relation thereto in addendum to Attachment A. These terms shall be signed by both Parties and shall then be a part of this Agreement as addendum to Attachment A. Commissioned Manuscripts and any outline and any installments submitted toward a Commissioned Manuscript shall be an Exclusive Work under this Agreement.

2. Author's Grant of Rights.

(a) Exclusive License. For the Exclusive Works, and subject to the terms and conditions of this Agreement, Author grants to Zongheng during the Term (as defined below) the following license:

(i) Exclusive License Terms. Subject to the terms and conditions of this Agreement, Author grants to Zongheng during the Term (as defined below) the exclusive, non-transferable (except as provided in Section 14(d)), non-sublicensable (except as provided in Section 2(c)), limited right and license throughout the world to:

(A) produce, adapt, reproduce, encode, and encrypt the Exclusive Work and derivatives thereof in all languages as a printed book and as an electronic book of the full-length verbatim text of, and any illustrations or other materials contained in, the Exclusive Work in print and digital format without the inclusion of additional materials, enhancements, or elements, including sound, images, graphics, interactivity, and animations (collectively, "Additional Content") for all technology systems, whether now known or hereinafter developed, including, for example, as transmission or download of electronic files through wireline or wireless systems from a database source to an end-user, or similar media so that an end-user can access and read or have read the Exclusive Work by scrolling through it on a computer screen or handheld device (collectively, the "Book Edition");

(B) produce, adapt, reproduce, encode, and encrypt the Exclusive Work and derivatives thereof in all languages as a printed book and as an electronic book of (A) complete, condensed, adapted, or abridged versions of the Exclusive Work, together with (B) Additional Content that supplements the Work, which shall be subject to Author’s prior written consent, not to be unreasonably withheld or delayed, in print and digital format for all technology systems, whether now known or hereinafter developed, including, for example, transmission or download of electronic files through wireline or wireless systems from a database source to an end-user, or similar media so that an end-user can access, read or have read, and interact with the Exclusive Work, together with Additional Content, through a computer screen or handheld device (collectively, the "Enhanced Book Edition");

(C) produce, adapt, reproduce, encode, and encrypt all or part of the Book Edition and Enhanced Book Edition and derivatives thereof as, for example and without limitation, an audio work, as an audiovisual work, as a multimedia work, as an electronic game, as a series, as a movie and TV drama, as a stage play, as a musical, as a theme park, as a theme restaurant, and peripherals in and on merchandise;

(D) publish, market, display, perform, rent, license, sell, transmit, and distribute the Book Edition and Enhanced Book Edition and derivatives thereof by and through all means now known or hereinafter developed; and

(E) use Author's name or Pen Name and approved image, likeness, and biography in association with Zongheng's activities under this Agreement, including for advertising, promotion, and other exploitation of the Book Edition and Enhanced Book Edition and derivatives thereof.

(b) Non-Exclusive License. For the Non-Exclusive Works, and subject to the terms and conditions of this Agreement, Author grants to Zongheng during the Term (as defined below) the following license:

(i) Non-Exclusive License Terms. Subject to the terms and conditions of this Agreement, Author grants to Zongheng during the Term (as defined below) the non-exclusive, non-transferable (except as provided in Section 14(d)), non-sublicensable (except as provided in Section 2(c)), limited right and license throughout the world to:

(A) produce, adapt, reproduce, encode, and encrypt the Non-Exclusive Work and derivatives thereof in all languages as an electronic book of the full-length verbatim text of, and any illustrations or other materials contained in, the Non-Exclusive Work in print and digital format without the inclusion of additional materials, enhancements, or elements, including sound, images, graphics, interactivity, and animations (collectively, "Additional Content") for all technology systems, whether now known or hereinafter developed, including, for example, as transmission or download of electronic files through wireline or wireless systems from a database source to an end-user, or similar media so that an end-user can access and read or have read the Non-Exclusive Work by scrolling through it on a computer screen or handheld device (collectively, the "Book Edition");

(B) produce, adapt, reproduce, encode, and encrypt the Non-Exclusive Work and derivatives thereof in all languages as an electronic book of (A) complete, condensed, adapted, or abridged versions of the Non-Exclusive Work, together with (B) Additional Content that supplements the Work, which shall be subject to Author’s prior written consent, not to be unreasonably withheld or delayed, in print and digital format for all technology systems, whether now known or hereinafter developed, including, for example, transmission or download of electronic files through wireline or wireless systems from a database source to an end-user, or similar media so that an end-user can access, read or have read, and interact with the Non-Exclusive Work, together with Additional Content, through a computer screen or handheld device (collectively, the "Enhanced Book Edition");

(C) produce, adapt, reproduce, encode, and encrypt all or part of the Non-Exclusive Work Book Edition and Non-Exclusive Work Enhanced Book Edition and derivatives thereof as, for example and without limitation, an audio work, as an audiovisual work, as a multimedia work, as an electronic game, as a series, and in and on merchandise;

(D) publish, market, display, perform, rent, license, sell, transmit, and distribute the Book Edition and Enhanced Book Edition and derivatives thereof by and through all means now known or hereinafter developed; and

(E) use Author's name or Pen Name and approved image, likeness, and biography in association with Zongheng's activities under this Agreement, including for advertising, promotion, and other exploitation of the Book Edition and Enhanced Book Edition and derivatives thereof.

(c) Sublicensing. Zongheng may grant to any third party a sublicense of any of its rights under this Agreement, provided that:

(i) Zongheng shall provide Author with a copy of the sublicense on request;

(ii) each sublicense terminates automatically on termination or expiration of this Agreement;

(iii) Zongheng is responsible for any breaches of this Agreement caused by any sublicensee; and

(iv) an act or omission of the sublicensee that would be a material breach of this Agreement if performed by Zongheng shall be deemed to be a material breach by Zongheng of this Agreement.

3. Author's Reservation of Rights.

All rights not expressly granted by Author to Zongheng under this Agreement are reserved by Author. Author shall notify Zongheng promptly of the exercise or disposition (whichever is earlier) of any right that is reserved by Author.

4. Manuscript Delivery.

(a)Author shall use the Online Account System to deliver an electronic copy of i) the complete and final Exclusive Work or Non-Exclusive Work or of ii) installments toward a Commissioned Work.

(b)The Online Account System shall allow Author to electronically sign a document to request that submitted Manuscript(s) be included in this Agreement as Exclusive Work(s) or as Non-Exclusive Work(s), which shall be noted in addendum to Attachment A. Such submissions shall be accepted and such submitted Manuscripts shall be considered Exclusive Work(s) or Non-Exclusive Work(s) under this Agreement when Attachment A for each submitted Manuscript is countersigned by Zongheng.

(c)Commissioned Works and installments toward a Commissioned Work shall only be Exclusive Works herein.

(d)Author shall also supply, at Author's expense, all photographs, illustrations, charts, indexes, or other materials mutually agreed upon as necessary to the completion of the Manuscript or Commissioned Manuscript in a format requested by Zongheng.

(e)If Zongheng terminates this Agreement under Section 13(c), all of the parties' obligations under this Agreement cease except for those that expressly survive this Agreement. If a Flat Fee is repayable by Author pursuant to Section 8(b), Author shall return such Flat Fee within sixty (60) days of such termination and such obligation to return payments shall survive termination of this Agreement.

5. Permissions and Clearances.

(a) Author shall, at Author's expense: (a) obtain all permissions and other clearances that Zongheng deems necessary for the inclusion of any textual, illustrative, or other material in the Exclusive Work and the Non-Exclusive Work selected by Author; and (b) deliver with the manuscript copies of all agreements, correspondence, and copyright assignments relating thereto, together with acknowledgements and copyright notices in a format specified by Zongheng.

(b) Zongheng shall, at Zongheng's expense: (i) obtain all permissions and other clearances that Zongheng deems necessary for any Additional Content that Zongheng wants to include with the Exclusive Work Enhanced Book Edition or Non-Exclusive Work Enhanced Book Edition.

6. Editorial Changes and Proofs.

(a) Zongheng may copyedit the Work or Works, including title, in accordance with its standards of spelling, punctuation, capitalization, style, and usage. Zongheng shall make the copyedited Work available to Author through the Online Account System; Author may make revisions or corrections or approvals to Zongheng through the Online Account System by a date specified by Zongheng.

(b) Zongheng may provide Author with a digital proof of the Book Edition or Enhanced Book Edition, including cover art, Additional Content, and any illustrations or other materials contained in the Work, through the Online Account System or via other means, including but not limited to email, WeChat, QQ, or the like. When provided, Author shall read, and correct the preliminary digital proofs by a date which may be specified by Zongheng. If Author fails to timely review or provide feedback regarding the digital proofs, Zongheng may publish the Book Edition and the Enhanced Book Edition without Author's approval.

7. Publication.

(a) Zongheng shall publish and commercially release the Book Edition and the Enhanced Book Edition of Work(s) in the territories, in the languages, and in the formats determined by Zongheng at Zongheng's expense and at the price determined by Zongheng within one year after acceptance of the Work pursuant to Section 1 and 4. Zongheng shall provide notice to Author concerning Author's photograph, cover art, the size and placement of Author's credits in relation to a Book Edition or Enhanced Book Edition or marketing thereof.

(b)If Zongheng fails to publish and commercially release the Book Edition or the Enhanced Book Edition of a Manuscript within the time period set forth in Section 7(a), Author may terminate this Agreement with respect to such Manuscript upon written notice to Zongheng pursuant to Section 13. Thereafter, all rights in the Work revert to Author who may retain any advance payments under Section 8, if any, as liquidated damages. Author shall not claim or institute any other damages, actions, or proceedings, either legal or equitable, including specific performance, against Zongheng.

(c) Zongheng shall promote the sale of the Book Edition and Enhanced Book Edition as determined at the discretion of Zongheng. When requested and if available, Author shall cooperate with Zongheng in promoting the sale of copies of the Book Edition and Enhanced Book Edition.

8. Payments.

(a) In the Online Account System and in the mutually executed addendum to Attachment A for each Manuscript or Commissioned Manuscript, Zongheng shall list the fees to be paid to Author or the method of calculating fees to be paid to Author for accepted Manuscripts and Commissioned Manuscripts, whether as Exclusive Works or Non-Exclusive Works. The fees may include Royalties (defined in Section 8(c)). The fees may also include payments made for competing in or winning competitions, fees for completion of Commissioned Works or portions thereof, or other flat fees as may be offered by Zongheng from time to time ("Flat Fees"). Author agrees and understands that competitions may be judged by Zongheng or by designees of Zongheng, which designees may include readers, other authors, the public, or others designated by Zongheng, and that Zongheng or designees of Zongheng may not be neutral, may have a conflict of interest, or may have a financial interest in the outcome of competitions.

(b) Flat Fee. Flat Fees for Manuscripts are not repayable to Zongheng, provided that Author has delivered the Manuscript in conformity with Section 4 and is not otherwise in default under this Agreement. Flat Fees for Commissioned Manuscripts may be repayable to Zongheng, per additional delivery and performance criteria which may be communicated to Author through the Online Account System in relation to Commissioned Manuscripts and which shall be listed in mutually executed addendum to Attachment A. Flat Fees and additional delivery and performance criteria communicated to Author through the Online Account System, listed in addendum to Attachment A, shall be part of this Agreement and shall be enforceable when such addendum to Attachment A are mutually executed.

(c) Royalties. Zongheng shall pay to Author as royalties the percentage of Net Receipts specified through the Online Account System and listed in mutually executed addendum to Attachment A. The percentage of Net Receipts may vary, for example, based on whether the Work is an Exclusive Work, a Non-Exclusive Work, a Commissioned Work, based on negotiations between the Parties, or the like. "Net Receipts" is 100% of the gross amounts (whether actually received by Zongheng or any third-parties authorized by Zongheng pursuant to this Agreement's terms) from exploitation of the Book Edition and the Enhanced Book Edition, less actual and verifiable cash or credit returns, uncollected or refused credit card charges, and sales and similar taxes, postage, shipping, and handling costs, and insurance charges. Royalties shall not accrue for portions of a Work distributed or accessed for free, which portions are provided for promotional purposes. Royalties will accrue upon the earliest of when a copy of the Book Edition or the Enhanced Book Edition is sold, billed, invoiced, distributed, shipped, or paid for. If the Book Edition or the Enhanced Book Edition is sold or otherwise distributed to any affiliated or related party at a price less than the regular price charged to other parties, royalties shall be computed at the regular price. Distribution of or access to Works and payment of royalties may be through use of Coins; for example, Zongheng may allow readers to access one or more pages, chapters, or installments of a Work for free, such as for promotional purposes, and may require payment in the form of Coins to access further pages, chapters, or installments. The number of Coins charged for a Work may vary, such as according to demand or according to a price in Coins determined by Zongheng. Royalties may be based on the number of Coins received by Zongheng in relation to a Work, a number of readers, a number of words, chapters, or installments of a Work distributed.

(d) No fees to third parties. Zongheng shall not pay any fees or payments to any third party on behalf of Author unless such fees are specified in this Agreement.

9. Accounting and Payments.

(a)Zongheng shall provide Author with statements of account in accordance with its regular accounting practices , together with payment for all amounts due for each such accounting period, following the close of each royalty accounting period, so long as any payments are due. Within 15 days after delivery of statements of account, statements of account are deemed accepted by Author unless the Author provides notice that the Author disputes such statements of account.

(b) During the term of this Agreement, Zongheng shall maintain complete and accurate books and records regarding its business operations relevant to the payment of royalties and any other information required to be reported to Author under this Agreement. Zongheng shall make such books and records, and appropriate personnel, available during normal business hours for audit by Author or its authorized representative; provided that Author shall:

(i) provide Zongheng with reasonable notice of any audit;

(ii) undertake an audit no more than once per calendar year; and

(iii)conduct or cause to be conducted such audit in a manner designed to minimize disruption of Zongheng's normal business operations.

Author may take copies and abstracts of materials audited. Author will pay the cost of such audits unless an audit reveals an underpayment to Author of five percent (5%) or more, in which case Zongheng shall reimburse Author for the reasonable cost of the audit. Zongheng shall immediately upon notice from Author pay Author the amount of any underpayment revealed by the audit together with any reimbursement pursuant to the preceding sentence.

10. Ownership and Protection.

(a) Acknowledgement of Ownership. Except for the licenses expressly granted to Zongheng in this Agreement, Zongheng acknowledges that all right, title, and interest in and to the Work, are owned by Author; provided that Zongheng retains all right, title, and interest in and to any Additional Content.

(b) Protection. Zongheng shall publish the Book Edition and the Enhanced Book Edition with proper notices and legends regardless of form or format. In case of any infringement of the Work by others, Zongheng may in its discretion sue or employ such remedies as it deems expedient. Zongheng may invite Author to participate in such suits or proceedings and to share in expenses of such suits or proceedings. Net proceeds of any recovery shall be divided equally between Zongheng and Author in the ratio of their respective expenditures for such purposes.

11. Representations and Warranties.

(a) Zongheng's Representations and Warranties. Zongheng represents and warrants to Author that:

(i) Zongheng has the right to enter into this Agreement and to perform all terms in this Agreement; and

(ii) to the best of Zongheng's knowledge, the Additional Content provided by Zongheng does not infringe upon or violate any copyright, trademark, or trade secret of others.

(b) Author's Representations and Warranties. Author represents and warrants to Zongheng that:

(i) Author has the full right, power, and authority to enter into this Agreement and convey the rights granted to Zongheng;

(ii) Author is the sole author of the Work and sole owner of the rights granted in this Agreement, and Author has not previously and during the Term will not enter into any agreement or understanding which would conflict with the rights granted to Zongheng;

(iii)the Work is original and not in the public domain, except for third-party material that is either in the public domain or for which appropriate third-party written permissions have been obtained;

(iv)with respect to Exclusive Work(s), the Exclusive Work has not been previously published in any digital or print formats;

(v)to the best of Author's knowledge, the Work:

(A) does not infringe upon or violate any copyright, trademark, or trade secret of others; and

(B) contains no material that is obscene, libelous, in violation of any right of privacy or publicity, or harmful so as to subject Zongheng to liability to any third party, or otherwise contrary to law. All statements in the Work asserted as facts are true and based on Author's investigation and generally accepted research practices to confirm their accuracy.

12. Indemnification.

(a) Author's Indemnities. Author shall indemnify, defend, and hold harmless Zongheng and its distributors and licensees against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of pursuing any insurance providers arising out of or in connection with any third-party claim, suit, action, or proceeding (each, an "Action") relating to any actual or alleged breach by Author of its representations, warranties, covenants, or other obligations hereunder. This indemnity does not apply to any material inserted in the Work by Zongheng.

(b) Indemnification Procedure. Zongheng shall promptly notify Author in writing of any Action and cooperate with Author at Author's sole cost and expense. Author shall immediately take control of the defense and investigation of such Action and shall employ reasonable counsel of its choice to handle and defend the same, at Author's sole cost and expense. Author shall not settle any Action in a manner that adversely affects Zongheng's rights without Zongheng's prior written consent. Zongheng may participate in and observe the proceedings at its own cost and expense. If Author does not take reasonable control of the defense and investigation and does not employ reasonable counsel of its choice to handle and defend the same, Zongheng may do so and may offset any amounts owed to Author under this Agreement or may seek to recover from Author for amounts paid by Zongheng as a result thereof.

13. Term and Termination.

(a) Term. This Agreement will be deemed to have commenced as of the Effective Date and, unless terminated earlier in accordance with this Section 12, continue for a period of thirty-five (35) years (the "Term").

(b) Termination by Author. Author may terminate this Agreement upon written notice to Zongheng with respect to specific Work(s) if Zongheng:

(i) fails to publish and make commercially available the Book Edition or Enhanced Book Edition pursuant to Section 7;

(ii) ceases to offer for sale the Book Edition or Enhanced Book Edition for a period of six (6) months;

(iii) otherwise materially breaches the Agreement; or

(iv) files a petition under the bankruptcy laws, makes an assignment of its assets for the benefit of its creditors, or otherwise liquidates its business, or if a court determines that Zongheng is legally bankrupt.

(c) Termination by Zongheng. Zongheng may terminate this Agreement with respect to specific Works or with respect to all Works upon written notice to Author if Author:

(i) materially breaches the Agreement.

Termination of the Agreement will take effect ninety (90) days after a party's receipt of written notice of termination unless that party has remedied the problem triggering the termination during the ninety-day period.

(d) Effect of Termination. Upon the expiration or termination of this Agreement for any reason, all rights in the Work granted to Zongheng in this Agreement will revert back to Author. Any orders for the Book Edition or the Enhanced Book Edition pending as of the date of expiration or termination may be fulfilled. Zongheng may continue to retain digital copies of the Book Edition and the Enhanced Book Edition solely for purposes of supporting any rights legitimately acquired by end-users who purchased the Book Edition or the Enhanced Book Edition prior to expiration or termination of this Agreement. All rights to the Book Edition or the Enhanced Book Edition acquired by end-users will survive termination or expiration of this Agreement.

(e) Rights Surviving Termination. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including the parties' respective obligations to pay any sums owed to the other party, Author's accounting, reporting, and audit rights in Section 9, and the representations, warranties, and indemnities in Sections 11 and 12.

14. Author Registration

(a) You agree that you have read and understand all the contents of this Agreement and all other rules announced by Zongheng (including the announcements and rules issued by Zongheng in a single product or service) before registering as an author of Zongheng, especially those terms which are or may be significant to your rights and interests, and those relevant terms which have or may have exemption or limitation of liability of Zongheng.

(b) You agree that you will follow the rules and procedures declared by TapRead to register as an author. After registering as an author of TapRead, you are obliged to keep your author's account and password secure and take legal responsibility for all the activities and actions taken through your account. If any action is taken through your account through means including, but not limited to, the transfer of accounts, sharing with others, disclosure of your login information, or a virus or malware on your device that results in your account password becoming compromised or loss of any kind, this is considered your own responsibility, and TapRead takes no legal liability.

(c) Author's pen name, personal introduction and other author information shall not contain any information that violates any national or local laws or regulations or the terms of TapRead, and shall not infringe upon the legitimate rights and interests of any third party. If the aforementioned content does not adhere to these requirements, TapRead has the right to cancel your author's account and all works posted from that account at any time and without any notification.

(d) In order to utilize the platform resources effectively, if the author does not upload or post any works within 30 days after registration, or deletes all chapters and works with no further content added within 7 days, or declares to leave TapRead, TapRead has the right to cancel your author's account and all the posted works at any time and without any notification.

(e) You agree to follow the following terms:

(i) you will abide by relevant laws and regulations;

(ii) you will abide by abide by Zongheng’s End User Service Agreement and Privacy Policy;

(iii) No service of TapRead should be used for any illegal purpose;

(iv) No modifications (including, but not limited to, the modification of any proprietary communication protocol used by website or software, and the modification or locking of documents in Dynamic Random Access Memory (RAM), etc.), reverse engineering, decompiling, disassembly, copy, or distribution of such, should be made to TapRead, including but not limited to the website and the software;

(v) Any actions that may affect or destroy the services of TapRead are not allowed, including but not limited to actions that could damage, attack, or overload the servers, or other abnormal usages;

(vi) The TapRead platform may not be used in the furtherance of any behavior that may adversely affect the normal operation of the internet or may interfere with other users’ normal use of TapRead’s services;

(vii) The TapRead platform may not be used in the furtherance of any act considered harmful to Zongheng or its users;

(viii) The TapRead platform may not be used to seek illegitimate interests or engage in any unfair competition gain commercial profits without consent of Zongheng;

(ix) The TapRead platform may not be used to produce, disseminate or use plug-in, packet, acceleration software, or other kinds of cheating programs, or organize or abet others to use such software programs, or sell such software programs for the economic interests of individuals or organizations;

(x) Intellectual property of Zongheng may not be used to create or provide the same or similar network services without the written permission of Zongheng;

(xi) Specific communication channels are provided by corresponding agencies and should be used when consulting on the services, products, and business of Zongheng and its cooperative business partners, and shall not publish negative publicity on Zongheng and its related services in public.

(f) If any author commits one or more of the following acts, Zongheng has the right to cancel the author's account at any time, or to terminate all or part of the services provided to that author (including, but not limited to, the closure of the author's account, the prohibition of account-related functions, the removal of the author’s works, etc.), and assume no liability:

(i) Any act that violates Section 14(c) ;

(ii) abusing the rights enjoyed in this Agreement;

(iii) Providing false registration information (including, but not limited to, identity information and contact information);

(iv) Users’ account shows abnormal activity, as determined by Zongheng;

(v) Acts that are detrimental to the legitimate rights and interests of Zongheng’s owners, affiliated companies, partners, other authors and users;

(vi) Violation of relevant laws and regulations;

(vii) Other behaviors that violate the relevant regulations of Zongheng.

15. General

(a) Interpretation. For purposes of this Agreement, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(b) Entire Agreement. This Agreement, signed is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

(c) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. [Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to/the court may] modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.]

(d) Assignment. This Agreement is binding on and inures to the benefit of the parties hereto, the heirs, executors, and administrators of Author, and the successors and assignees of Zongheng. Author shall not assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily or involuntarily, by operation of law, or otherwise, without Zongheng's prior written consent which will not be unreasonably withheld or delayed. Zongheng may assign this Agreement or its rights hereunder, or delegate its obligations hereunder, only to a company acquiring all or substantially all of Zongheng's assets.

(e) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.

(f) Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following circumstances beyond such party's reasonable control: including but not limited to acts of God, epidemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo; in each case, provided that (i) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (ii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such occurrence. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the impacted party's failure or delay remains uncured for a period of 730 days following written notice given by it under this Section, the other party may thereafter terminate this Agreement on 90 days' written notice.

(g) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

(h) Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of State of Washington, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Seattle, Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

(I) Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. The Parties anticipate signing one or more addendum to add on additional Attachment A documents for each Manuscript or Commissioned Manuscript added or proposed to be added under this Agreement.

(j) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.

(k) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(l) Disclosure. TapRead, if compelled by legal process, may provide the author's network registration information without the author's consent. In such a case, TapRead shall have no legal liability for disclosing author information.

(m) DMCA. TapRead follows the 17 U.S. Code § 512 Limitations on liability relating to material online and will take necessary steps to take down any content suspected of plagiarism or other infringement that is notified.

16. Disclaimer

(a) If any user of TapRead has reprinted your works through TapRead without your permission, you can contact us through Zongheng customer service at writers@tapread.com. TapRead and Zongheng are not responsible for the user's reprinting behavior, but will deal with the user's reprinting behavior promptly after receipt and verification.

(b) If someone maliciously pretends to be the author and uploads works to TapRead, and the works which are not the original works owned by the author are accepted and collected by TapRead, TapRead does not take any responsibility, but will deal with this kind of behavior promptly (including, but not limited to, the removal of such work after receipt and verification.

(c) TapRead does not guarantee the safety of the works collected from our authors, and authors shall be responsible for keeping a copy of any content posted to TapRead.

(d) Authors shall be responsible for their own writing, expressions, or works. Any works or content published or uploaded by authors on TapRead do not represent the opinion or stance of TapRead on any topic.

(e) You understand and agree that, because of the nature of network services, based on the overall operation of TapRead or the relevant operational specifications, rules, and so on, TapRead has the right to change, suspend, or terminate some or all of its services at any time without notification and without liability to you, and if this causes any loss to you, you agree to abandon investigating TapRead and Zongheng’s relevant responsibilities.

(f) You understand and agree that, in order to provide all users with better services, TapRead has the right to periodically or irregularly repair, maintain, and upgrade this platform or related equipment which provides this service, and that such circumstances may cause the relevant services to be interrupted or suspended for a reasonable period of time, and that you agree that TapRead shall not be responsible for any loss to you that this may cause. If this results in loss to you, you agree to give up the responsibility of investigating TapRead and Zongheng.

(g) You understand and agree: the service of this site is provided according to the status which the existing technology and conditions can achieve. TapRead will do the utmost to ensure the consistency and security of our services, but we cannot guarantee that the services we provide are flawless, nor can we foresee or guard against all legal, technical, or other risks, including but not limited to, force majeure, viruses, Trojans, hacker attacks, instability of systems, defects in third party services, government actions, or other occurrences that could cause service interruptions, data loss, and other losses and risks. Therefore, you agree that, even if the service provided by TapRead is flawed, the above-mentioned flaws are inevitable because of the industry technical level at the time, and it will not be regarded that TapRead or Zongheng have breached any contract. Meanwhile, if this results in loss of data or information to you, and that you agree that TapRead shall not be responsible for any loss to you that this may causeyou agree to give up the responsibility of investigating TapRead and Zongheng.

(h) Zongheng will adopt a commercially reasonable way to protect the safety of your personal data. Zongheng will use commonly available security techniques and procedures to protect your personal data from unauthorized access, use, or disclosure. Zongheng will not take responsible for the loss of your account or the disclosure of personal data if it is not for Zongheng’s mistakes. For more details, please refer to the privacy policy published by Zongheng.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this date: ______________________________.