General Terms of Use

Jason
November 13, 2019 22:47

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Also see the Privacy Policy, the General Uploader Agreement, and the Prohibited
Activity and Content Notice. For Scribd Unlimited payment and billing
information, cancellation information, and restrictions, see the Subscriber
Agreement.

1 August 2019

Scribd is a website, mobile application, and related services that provide for the
consumption and publication of written and audio-based digital content. These
General Terms of Use (the “Terms”) set out the terms and conditions by which
Scribd offers you access to use and enjoy Scribd.com (the “Site”), the Scribd
mobile application (the “App”), and other services provided by Scribd
(collectively, the “Services” or “Scribd”).

Scribd is owned and operated in the United States and all countries (except
Mexico and the Netherlands) by Scribd, Inc. in which case if you are located in
such region, these terms are an agreement between you and Scribd Inc. In
Mexico, Scribd is operated by Scribd México S.A. de C.V. in which case if you are
located in Mexico these Terms are between you and Scribd México S.A. de C.V. In
the Netherlands, Scribd is Operated by Scribd Netherlands B.V. in which case if
you are located in the Netherlands these Terms are between you and Scribd
Netherlands B.V. For the purposes of these Terms, Scribd Inc., Scribd México S.A.
de C.V., and Scribd Netherlands B.V. are collectively referred to as “Scribd.”

The term “Account” refers to a basic Scribd account maintained by an individual

User or a single entity (“You”, “User”, or, collectively, “Users”). The terms
“Subscription,” “Subscription Membership,” and “Membership” apply to any
paid subscription that allows Account holders to access premium and exclusive
content (“Subscription Content”).

The following General Terms of Use is a legal contract between You, either an
individual User or a single entity, and Scribd regarding Your use of the Site and
Apps. If you are accessing and using the Services on behalf of a company (such
as your employer) or other legal entity, you represent and warrant that you have
the authority to bind that entity to these Terms. In that case, “You” and “Your”
will refer to the entity.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY REGISTERING

FOR, ACCESSING, BROWSING, POSTING, DOWNLOADING FROM, SUBSCRIBING
TO, OR USING SCRIBD, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTOOD, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS. IF AT
ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY
TERMINATE YOUR USE OF SCRIBD IN THE MANNER DESCRIBED IN SECTION 12.2
BELOW.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS

OF THE DATE THAT YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE
OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION
BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE
“DISPUTE RESOLUTION” SECTION BELOW, YOU AGREE THAT DISPUTES
BETWEEN YOU AND SCRIBD WILL BE RESOLVED BY BINDING, INDIVIDUAL
ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO
PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
ACTION OR REPRESENTATIVE PROCEEDING.

1. Eligibility.
Scribd is not available to persons under the age of majority in their place of
residence or to any Users whose access to Scribd was administratively
suspended or revoked. If You are using or opening an Account on behalf of a
company, legal entity, or organization (collectively “Entity”), then You represent
and warrant that You are an authorized representative of that Entity with the
authority to bind such organization to these Terms; and agree to be bound by
these Terms on behalf of the Entity. BY USING SCRIBD, YOU REPRESENT THAT
You meet the eligibility requirements in this Section. In any case, You affirm that
You are at least 13 years old, as Scribd is not intended for children under 13.

2. Privacy; Additional Terms.

Your privacy is important to us. Our Privacy Policy is hereby incorporated into
these Terms by reference. Please read our Privacy Policy carefully for
information on how we collect, use, and disclose Your personal information. You
acknowledge and agree that your use of the Services is subject to our Privacy
Policy.

The Subscriber Agreement, General Uploader Agreement, and Giftcard/Gift

Membership Terms and Conditions are also hereby incorporated into these
Terms by reference.

3. Individual Features and Services.

When using Scribd, You will be subject to any additional posted guidelines,
rules, and notices applicable to specific services and features which may be
posted from time to time (the “Guidelines”). All such Guidelines are hereby
incorporated by reference into these Terms.

4. Subscription.
Scribd offers access to premium and exclusive content by means of a
Subscription. A Subscription entitles You to access an unlimited number of
ebooks and audiobooks during the subscription period. Your access to the
applicable content and related purchase transaction are subject to
the Subscriber Agreement.

5. Modification of these Terms and Services.

Scribd reserves the right, at our discretion, to change, modify, add, or remove
portions of these Terms, or any additional terms and notices, including
the Subscriber Agreement, General Uploader Agreement, the Prohibited Activity
and Content Notice, and the Giftcard/Gift Membership Terms and Conditions at
any time. If we do so, we will inform You either by posting the modified
Terms here or through other communications. Your continued use of Scribd
after the posting of changes constitutes Your binding acceptance of such
changes. We may change or discontinue all or any part of the Services, at any
time and without notice, at our sole discretion.

6. Digital Millennium Copyright Act.

Scribd respects copyright law and expects its users to do the same. It is Scribd’s
policy to terminate in appropriate circumstances Account holders who
repeatedly infringe or are believed to be repeatedly infringing the rights of
copyright holders. Scribd’s copyright-related policies and procedures are
further described at the Copyright Resource Center.

7. Scribd License Grant.

7.1 License Grant to Scribd Mobile App

Subject to Your compliance with these Terms, Scribd grants to You a limited,
non-exclusive, non-transferable, freely revocable license to download and
install a copy of the App on any mobile device or computer that You own or
control and to run such copy of the App solely for Your own personal non-
commercial purposes. You may not copy the App, except for making a
reasonable number of copies for backup or archival purposes. Except as
expressly permitted in these Terms, You may not: (i) copy, modify or create
derivative works based on the App; (ii) distribute, transfer, sublicense, lease,
lend or rent the App to any third party; (iii) reverse engineer, decompile or
disassemble the App; or (iv) make the functionality of the App available to
multiple users through any means. Scribd reserves all rights in and to the App
not expressly granted to You under these Terms.

7.2 License Grant to Download.

Subject to Your compliance with the terms and conditions set out in these
Terms, Scribd hereby grants to You a limited, non-exclusive, non-transferable,
freely revocable license to view, download (including, without limitation
download to a portable device), print, and have printed select content for
personal use, except as Scribd may restrict or block at the request of its content
providers or on its own initiative. The “select content” to which you are granted
a license in this section 7.2 does not include Subscription Content (as defined in
the Subscriber Agreement). Please see the Subscriber Agreement for applicable
terms.

7.3 Reservation of Rights.

Scribd reserves all rights not expressly granted in these Terms.

7.4 Prevention of Unauthorized Use.

Scribd reserves the right to exercise whatever lawful means it deems necessary
to prevent unauthorized or prohibited uses.

8. Content Disclaimer.
You understand that when using Scribd You will be exposed to content from a
variety of sources, and that Scribd is not responsible for the accuracy,
usefulness, or intellectual property rights of, or relating to, such content. You
further understand and acknowledge that You may be exposed to content that
is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and
hereby do waive, any legal or equitable rights or remedies You have or may have
against Scribd with respect thereto. Scribd does not endorse any content or any
opinion, recommendation, or advice expressed therein, and expressly disclaims
any and all liability in connection with such content. If notified of content that
allegedly does not conform to these Terms, Scribd may investigate the
allegation and determine in its sole discretion whether to remove the content,
which it reserves the right to do at any time and without notice. Scribd does not
permit copyright infringing activities.

9. Prohibited Conduct.
It is our goal to create an experience where anyone can read or listen to books in
a comfortable and safe environment. We have developed rules that are
designed to help achieve this goal. In addition to the general rules below,
additional restrictions are enumerated in the Prohibited Activity and Content
Notice.

BY USING SCRIBD YOU AGREE NOT TO:

9.1 use Scribd for any purpose other than to receive original or appropriately
licensed content, to add Descriptive Information, and/or to access Scribd as
such Services are offered by Scribd (“Descriptive Information” refers to the
corresponding title and description of User Content posted by Users along with
such content);
9.2 rent, lease, loan, sell, resell, sublicense, distribute, display or otherwise
transfer the licenses granted herein or any Materials (as defined in section 13,
below);

9.3 post, upload, or distribute any defamatory, libelous, or inaccurate content

and/or Descriptive Information;

9.4 post, upload, or distribute any content or Descriptive Information that is

unlawful or that a reasonable person could deem to be objectionable, offensive,
indecent, pornographic, invasive of another’s privacy, harassing, threatening,
embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or
otherwise inappropriate;

9.5 impersonate any person or entity, falsely claim an affiliation with any person
or entity, or access the Accounts of others without permission, forge another
persons’ digital signature, misrepresent the source, identity, or content of
information transmitted via Scribd, or perform any other similar fraudulent
activity;

9.6 delete the copyright or other proprietary rights notices on Scribd or

associated with any content available via Scribd;

9.7 make unsolicited offers, advertisements, proposals, or send junk mail or

spam to other Users of Scribd. This includes, but is not limited to, unsolicited
advertising, promotional materials, or other solicitation materials, bulk mailing
of commercial advertising, chain mail, informational announcements, charity
requests, and petitions for signatures;

9.8 use Scribd for any illegal purpose, or in violation of any local, state, national,
or international law, including, without limitation, laws governing intellectual
property and other proprietary rights, and data protection and privacy;

9.9 defame, harass, abuse, threaten or defraud Users of Scribd, or collect, or

attempt to collect, personal information about Users or third parties without
their consent;

9.10 use Scribd if You are under the age of thirteen (13) years old;

9.11 remove, circumvent, disable, damage or otherwise interfere with rights

enforcement and other security-related features that prevent or restrict use or
copying, printing, or sharing of any content accessible through Scribd, or
features that enforce limitations on the use of Scribd or any content available
via Scribd;

9.12 reverse engineer, decompile, disassemble or otherwise attempt to discover

Scribd’s source code or any part thereof, except and only to the extent that such
activity is expressly permitted by applicable law notwithstanding this
limitation;

9.13 modify, adapt, translate or create derivative works based upon Scribd or
any part thereof, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation;

9.14 intentionally interfere with or damage the operation of Scribd or any User’s
enjoyment of any part thereof, by any means, including uploading or otherwise
disseminating viruses, adware, spyware, worms, or other malicious code;

9.15 use any robot, spider, scraper, or other automated means to access Scribd
for any purpose or bypass any measures Scribd may use to prevent or restrict
access;

9.16 forge headers or otherwise manipulate identifiers in order to disguise the

origin of any content transmitted through Scribd;

9.17 interfere with or disrupt servers or networks related to the operation

Scribd, or disobey any requirements, procedures, policies or regulations of
networks connected to Scribd; or

9.18 post, upload or distribute marketing material, advertisements, spam,

content designed to aid search engine optimization, or other content that in
Scribd’s sole opinion detracts from the Scribd experience.

10. Account
It is important that you provide us with accurate, complete and up-to-date
information for your Account and you agree to update such information, as
needed, to keep it accurate, complete and up-to-date. If you don’t, we might
have to suspend or terminate your Account. You agree that you will not disclose
your Account password to anyone and that you will notify us immediately of any
unauthorized use of your Account. You are responsible for all activities that
occur under your Account, whether or not you know about them. If You have
reason to believe that Your Account is no longer accurate or secure, then You
agree to immediately notify Scribd by emailing support@scribd.com.

11. Third-Party Sites, Products and Services; Links.

Scribd may include links or references to other web sites or services solely as a
convenience to Users (“Reference Sites”). Unless otherwise expressly stated by
Scribd, Scribd does not endorse any such Reference Sites or the information,
materials, products, or services contained on or accessible through Reference
Sites. In addition, Your correspondence or business dealings with, or
participation in promotions of advertisers found on or through Scribd are solely
between You and such advertisers. Access and use of Reference Sites, including
the information, materials, products, and services on or available through
Reference Sites is solely at Your own risk.

12. Termination; Terms of Use Violations.

12.1 Scribd.

You agree that Scribd, at its sole discretion, for any or no reason, and without
penalty, may terminate any Account (or any part thereof) You may have with
Scribd or Your use of Scribd and remove and discard all or any part of Your
Account, User profile, and any content, at any time and without notice to
You. One reason we may terminate Your Account is if You do not log into Your
Account for an extensive period of time; however, we will not terminate Your
Account for inactivity if You continue to pay the fees associated with a
Subscription. Scribd may also in its sole discretion and at any time discontinue
providing access to Scribd, or any part thereof, with or without notice. You
agree that any termination of Your access to Scribd or any Account You may
have or portion thereof may be effected without prior notice, and You agree that
Scribd will not be liable to You or any third party for any such termination. Any
suspected fraudulent, abusive, or illegal activity may be referred to appropriate
law enforcement authorities. These remedies are in addition to any other
remedies Scribd may have at law or in equity. Notwithstanding the foregoing, if
you have paid for a Subscription Membership, please see the Subscriber
Agreement for additional terms applicable to the cancellation of Your Account.

12.2 You.
Your only remedy with respect to any dissatisfaction with (i) Scribd, (ii) any term
of these Terms, (iii) any policy or practice of Scribd, or (iv) any content or
information transmitted through the Services, is to cancel Your Account and to
stop using Scribd. You may cancel Your Account at any time through
the account settings panel after You have logged into the Site or the App, or by
sending an email to support@scribd.com requesting a cancellation of your
Account. You may terminate these Terms at any time by canceling Your Account
and discontinuing use of Scribd.

12.3 Effect of Cancellation or Termination.

Upon any cancellation or termination, the rights and licenses granted to You
under these Terms and any additional terms and conditions will automatically
terminate and the following provisions will survive: “Effect of Cancellation or
Termination,” “Ownership; Proprietary Rights,” “Indemnification,” “Disclaimers;
No Warranties,” “Limitation of Liability and Damages,” “Dispute Resolution,”
and “Miscellaneous.”

13. Proprietary Rights.

The visual interfaces, graphics, design, compilation, information, computer
code (including source code and object code), products, Services, and all other
elements of the Site and Apps provided by Scribd (the “Materials”) are protected
by United States copyright, trade dress, patent, and trademark laws,
international conventions, and all other relevant intellectual property and
proprietary rights, and applicable laws. Scribd acknowledges that You retain
ownership of any Descriptive Information You may post on Scribd, subject
however to Your grant to Scribd of a perpetual, irrevocable, royalty-free,
worldwide, nonexclusive license to reproduce, store, distribute, publicly display,
and adapt them for use in conjunction with the operation of Scribd. All Materials
contained on Scribd are the property of Scribd or its subsidiaries or affiliated
companies and/or third-party licensors. All trademarks, service marks, and
trade names are proprietary to Scribd or its affiliates and/or third-party
licensors. Except as expressly authorized by Scribd, You agree not to sell,
license, distribute, copy, modify, publicly perform or display, transmit, publish,
edit, adapt, create derivative works from, or otherwise make unauthorized use
of the Materials or Services. Scribd reserves all rights not expressly granted in
these Terms.
14. Indemnification.
You agree to indemnify, save, and hold Scribd, its affiliated companies,
contractors, employees, agents and its third-party suppliers, licensors, and
partners harmless from any claims, losses, damages, liabilities, including legal
fees and expenses, arising out of Your use or misuse of Scribd, any violation by
You of these Terms, or any breach of the representations, warranties, and
covenants made by You herein. Scribd reserves the right, at Your expense, to
assume the exclusive defense and control of any matter for which You are
required to indemnify Scribd, and You agree to cooperate with Scribd’s defense
of these claims. Scribd will use reasonable efforts to notify You of any such
claim, action, or proceeding upon becoming aware of it.

15. Disclaimers; No Warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,
SCRIBD, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL
WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCRIBD
OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY
STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS
SECTION 15, THE TERM SCRIBD INCLUDES SCRIBD’S OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

16. Limitation of Liability and Damages.

16.1 Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE,

WILL SCRIBD OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR
THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR
EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING
FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST
BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER
PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE
WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT
RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS AND
CONTENT ON SCRIBD OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS
WITH SCRIBD, EVEN IF SCRIBD OR A SCRIBD AUTHORIZED REPRESENTATIVE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Limitation of Damages.

IN NO EVENT WILL THE TOTAL LIABILITY OF SCRIBD OR ITS AFFILIATES,

CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS,
LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES
OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF
SCRIBD OR YOUR INTERACTION WITH OTHER SCRIBD USERS (WHETHER IN
CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE),
EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING SCRIBD DURING
THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR
ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

16.3 Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES

INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR
PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER
THAN SCRIBD AND RECEIVED THROUGH OR ADVERTISED ON SCRIBD OR
RECEIVED THROUGH ANY REFERENCE SITES.

16.4 Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT SCRIBD HAS OFFERED ITS PRODUCTS
AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE
UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH
HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY
SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK
BETWEEN YOU AND SCRIBD, AND THAT THE WARRANTY DISCLAIMERS AND
LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN YOU AND SCRIBD. SCRIBD WOULD NOT BE ABLE TO
PROVIDE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS
WITHOUT THESE LIMITATIONS.
16.5 Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED

WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU
RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS,
EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES,
REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE
FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER
THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

17. Dispute Resolution.

17.1 Governing Law.

If you live in the United States or any other region where the Services are made
available (excluding Mexico and the Netherlands), these Terms will be governed
by and construed in accordance with the laws of the State of California, without
giving effect to any principles of conflicts of law. If you live in Mexico, these
Terms will be governed and construed in accordance with the laws of the United
Mexican States (México). If you live in the Netherlands, these Terms will be
governed and construed in accordance with the laws of the Netherlands.

17.2 Agreement to Arbitrate.

You and Scribd agree that any dispute, claim or controversy arising out of or relating
to these Terms or the breach, termination, enforcement, interpretation or validity
thereof or the use of Scribd or content available on Scribd (collectively,
“Disputes”) will be settled by binding arbitration, except that each party retains
the right: (i) to bring an individual action in small claims court and (ii) to seek
injunctive or other equitable relief in a court of competent jurisdiction to
prevent the actual or threatened infringement, misappropriation or violation of
a party’s copyrights, trademarks, trade secrets, patents or other intellectual
property rights (the action described in the foregoing clause (ii), an “IP
Protection Action”). Without limiting the preceding sentence, You will also have
the right to litigate any other Dispute if You provide Scribd with written notice of
Your desire to do so by email or regular mail at Scribd, Inc., 460 Bryant St, #100,
San Francisco, CA 94107-2594 USA within thirty (30) days following the date You
first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If You
don’t provide Scribd with an Arbitration Opt-out Notice within the thirty (30) day
period, You will be deemed to have knowingly and intentionally waived Your
right to litigate any Dispute except as expressly set forth in clauses (i) and (ii)
above. The exclusive jurisdiction and venue of any IP Protection Action or, if You
timely provide Scribd with an Arbitration Opt-out Notice, will be the state and
federal courts located in the Northern District of California and each of the
parties hereto waives any objection to jurisdiction and venue in such courts.

17.3 Class and Representative Action Waiver.

Unless You timely provide Scribd with an Arbitration Opt-out Notice, You
acknowledge and agree that You and Scribd are each waiving the right to a trial by
jury or to participate as a plaintiff or class member in any purported class action or
representative proceeding. Further, unless both You and Scribd otherwise agree
in writing, the arbitrator may not consolidate more than one person's claims,
and may not otherwise preside over any form of any class or representative
proceeding. If this specific paragraph is held unenforceable, then the entirety of
this “Dispute Resolution” section will be deemed void. Except as provided in the
preceding sentence, this “Dispute Resolution” section will survive any
termination of these Terms.

17.4 Arbitration Rules.

The arbitration will be administered by the American Arbitration Association

(“AAA”) in accordance with the Commercial Arbitration Rules and the
Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”)
then in effect, except as modified by this “Dispute Resolution” section. (The AAA
Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-
7879.) The Federal Arbitration Act will govern the interpretation and
enforcement of this Section.

17.5 Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a
written Demand for Arbitration as specified in the AAA Rules. (The AAA provides
a general Demand for Arbitration and a separate Demand for Arbitration for
California residents.) The arbitrator will be either a retired judge or an attorney
licensed to practice law and will be selected by the parties from the AAA’s roster
of arbitrators. If the parties are unable to agree upon an arbitrator within seven
(7) days of delivery of the Demand for Arbitration, then the AAA will appoint the
arbitrator in accordance with the AAA Rules.
17.6 Arbitration Location and Procedure.

Unless You and Scribd otherwise agree, the arbitration will be conducted in the
county where You reside. If Your claim does not exceed $10,000, then the
arbitration will be conducted solely on the basis of the documents that You and
Scribd submit to the arbitrator, unless You request a hearing or the arbitrator
determines that a hearing is necessary. If Your claim exceeds $10,000, Your right
to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the
arbitrator will have the discretion to direct a reasonable exchange of
information by the parties, consistent with the expedited nature of the
arbitration.

17.8 Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the AAA
Rules. The arbitrator’s decision will include the essential findings and
conclusions upon which the arbitrator based the award. Judgment on the
arbitration award may be entered in any court having jurisdiction thereof. The
arbitrator’s award of damages must be consistent with the terms of the
“Limitation of Liability” section above as to the types and amounts of damages
for which a party may be held liable. If You prevail in arbitration You will be
entitled to an award of attorneys’ fees and expenses, to the extent provided
under applicable law. Scribd will not seek, and hereby waives all rights it may
have under applicable law to recover, attorneys’ fees and expenses if it prevails
in arbitration.

17.9 Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will
be solely as set forth in the AAA Rules. However, if Your claim for damages does
not exceed $75,000, Scribd will pay all such fees unless the arbitrator finds that
either the substance of Your claim or the relief sought in Your Demand for
Arbitration was frivolous or was brought for an improper purpose (as measured
by the standards set forth in Federal Rule of Civil Procedure 11(b)).

17.8 Changes.

Notwithstanding the provisions of the “Modification of these Terms” section

above, if Scribd changes this “Dispute Resolution” section after the date You
first accepted these Terms (or accepted any subsequent changes to these
Terms), You may reject any such change by sending us written notice (including
by email to support@scribd.com) within 30 days of the date such change
became effective, as indicated in the “Last Updated” date above or in the date
of Scribd’s email to You notifying You of such change. By rejecting any change,
You are agreeing that You will arbitrate any Dispute between You and Scribd in
accordance with the provisions of this “Dispute Resolution” section as of the
date You first accepted these Terms (or accepted any subsequent changes to
these Terms).

18. Miscellaneous.

18.1 Notice.

Scribd may provide You with notices, including those regarding changes to
Scribd’s terms and conditions, by email, regular mail, or postings on a Scribd-
affiliated website. Notice will be deemed given twenty-four hours after email is
sent, unless Scribd is notified that the email address is invalid. Alternatively, we
may give You legal notice by mail to a postal address, if provided by You. In such
case, notice will be deemed given three days after the date of mailing. Notice
posted on Scribd is deemed given ten days following the initial posting.

18.2 Waiver.

The failure of Scribd to exercise or enforce any right or provision of these Terms
will not constitute a waiver of such right or provision. Any waiver of any
provision of these Terms will be effective only if in writing and signed by Scribd.

18.3 Severability.

If any provision of these Terms or any Guidelines is held to be unlawful, void, or

for any reason unenforceable, then that provision will be limited or eliminated
from these Terms to the minimum extent necessary and will not affect the
validity and enforceability of any remaining provisions.

18.4 Assignment.

These Terms and related Guidelines, and any rights and licenses granted
hereunder, may not be transferred or assigned by You, but may be assigned by
Scribd without restriction. Any assignment attempted to be made in violation of
these Terms shall be void.

18.5 Survival.

Upon termination of these Terms, any provision which, by its nature or express
terms should survive, will survive such termination or expiration, including, but
not limited to, sections 6-18.

18.6 Headings.

The heading references herein are for convenience purposes only, do not
constitute a part of these Terms, and will not be deemed to limit or affect any of
the provisions hereof.

18.7 Entire Agreement.

These Terms (including all Guidelines, Notices, and Terms incorporated herein)
and the Subscriber Agreement as applicable, are the entire agreement between
You and Scribd relating to the subject matter herein and will not be modified
except in writing, signed by both parties, or by a change to these Terms or
Guidelines made by Scribd as set forth in section 5 above.

18.8 Claims.

YOU AND SCRIBD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR
RELATED TO SCRIBD MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE
OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY
BARRED.

18.9 Disclosures.

The services are offered by Scribd Inc., located at: Scribd, Inc., 460 Bryant St,
#100, San Francisco, CA 94107-2594 USA, and email: support@scribd.com. If
You are a California resident, You may have this same information emailed to
You by sending a letter to the foregoing address with Your email address and a
request for this information.

19. Gift Memberships.

Please refer to the Giftcard/Gift Membership Terms and Conditions.