1.

ELIGIBILITY
In order to upload User Content to Scribd, You must: (i) register for an account on the Scribd
Platform (Your Scribd Account); (ii) be at least 18 years of age (or the age of majority in
your state of residence if it is other than 18) and, if You are uploading User Content to Scribd
on behalf of an organization, You must be an authorized representative of such organization
with the authority to bind such organization to these terms and agree to these terms on behalf
of such organization; and (iii) Your Scribd Account must be active and in good standing
(among other things, this means that Your account cannot be restricted or suspended.).Scribd
reserves the right to refuse participation to any applicant or participant at any time in its sole
discretion.
2. INCORPORATION BY REFERENCE
The following additional Scribd terms, policies, and guidelines are expressly incorporated
herein and form a binding part of this Agreement as if reproduced fully herein:
1. Scribd Privacy Policy
2. Scribd Terms of Use
3. Scribd API Terms of Service
3. CERTAIN RIGHTS OF SCRIBD.
Scribd will solely control the Scribd Platform and all features and functionality thereof and
will have the right to modify, change, or amend the same at all times, in its sole discretion.
Scribd reserves the right to remove or delete any particular piece of User Content from the
Scribd Platform at any time, at its sole discretion, without cause and without notice to You.
4. AUTHORIZATION TO UPLOAD
Subject to Your full and timely compliance with all of the terms and conditions set out in this
Agreement, Scribd hereby authorizes You to use the Scribd Platform for the uploading and
distributing of authorized digital content, including electronic documents (User Content).
User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein,
Scribd does not guarantee that there will be no unauthorized copying or distribution of User
Content nor will Scribd be liable for any unauthorized copying or usage of the User Content.
5. PROHIBITED USES
Your authorization to use the Scribd Platform for the uploading and distribution of User
Content is subject to the following restrictions:
(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works
from, resell, profit from, or otherwise exploit any User Content purchased on or through the
Scribd Store other than as permitted by Scribd; or

(ii) You may not act in any way that violates any guidelines, or any other agreement between
Scribd and Yourself, or engage in any action or practice that disparages or devalues Scribds
reputation or goodwill.
You acknowledge that any attempted or actual violation of any of the foregoing is a material
breach of this Agreement and that Scribd may pursue any and all applicable legal and
equitable remedies against You, including an immediate suspension of Your account or
termination of this Agreement, and the pursuit of all available civil or criminal remedies.
6. GRANT OF LICENSE TO SCRIBD IN USER CONTENT
By uploading User Content via the Scribd Platform, you hereby grant to Scribd a worldwide,
non-exclusive, transferable, assignable, fully paid-up, royalty-free, license (with the right to
grant and authorize sublicenses) to host, transfer, display, perform, reproduce, distribute,
compress or convert for distribution, monetize, charge money for, restrict access to view,
restrict access to download, advertise against, and otherwise exploit Your User Content, in
any media formats and through any media channels, in order to publish and promote such
User Content in connection with services offered or to be offered by Scribd. Such license will
apply to any form, media, or technology now known or hereafter developed. Whether your
content is uploaded under the free access or paid access terms, you grant Scribd the right to
restrict access to view or to download your content (for example, without limitation, to
paying users) and to charge users for access to your content, subject to certain configuration
options provided to you by Scribd, Subject to the terms and limitations set forth herein, you
may terminate this grant of license to Scribd as to any specific piece of User Content by
removing or deleting that piece of User Content from the Scribd Platform; provided,
however, that it is understood and agreed that Scribd may retain a copy of any User content
as necessary to make it available to any other user who has paid for that access, and provided
further that Scribd may, but is not required to, retain indefinitely a copy of any User Content
for archival purposes.
7. GRANT OF LICENSE TO OTHER SCRIBD USERS
By uploading User Content via the Scribd Platform, you hereby grant to each User who is
authorized to access Your User Content a non-exclusive license to access and use Your User
Content under the terms indicated by You when You uploaded such User Content (e.g., free
access or paid access). Notwithstanding the foregoing, You hereby grant to each such User at
least a limited, non-exclusive, license to view, download (including, without limitation,
download to a portable device, but subject to download restrictions either made by Scribd or
by you), print and have printed such User Content for personal use in the manner
contemplated by this Agreement and the Scribd Platform. If your content is uploaded under a
paid access model, you additionally grant to all Users (including Users not authorized to
access the content), a license to view a limited Preview of your content, as specified by your
document preview settings.The foregoing license granted by You terminates as to a specific
piece of User Content once You remove or delete such User Content from the Scribd Platform
provided, however, that User rights to such User Content arising out of distributions
occurring on or prior to deletion of such User Content from the Scribd Platform survive any
termination or expiration of the license granted in this section 7.
8. RESERVATION OF RIGHTS

Subject to the licenses granted herein, You retain all of Your ownership rights in User Content
uploaded and owned by You.
9. CONFIDENTIALITY
You agree not to disclose the Confidential Information of Scribd without Scribds prior
written consent. For the purposes of this section, Confidential Information includes
without limitation: (a) software, technology, specifications, guidelines, documentation or
other materials relating to the Scribd Platform; (b) rates or statistics relating the Scribd
Platform; and (c) any other information designated by Scribd as "confidential" or an
equivalent designation, whether orally or in writing. You may accurately disclose the amount
of Scribds gross payments to You.
10. TERM AND TERMINATION.
10.1 Term. The term of this Agreement will begin on the date You upload Your User Content
and will continue until terminated in accordance with the provisions set forth in this Section
10 (the Term).
10.2 Termination. Scribd may, at its discretion and without cause, liability, or prior notice to
You, immediately terminate this Agreement, Your Scribd Account, or suspend Your Scribd
upload privileges at any time. You may terminate this Agreement by providing Scribd with
written notification of intended termination through electronic mail at support@scribd.com.
This Agreement will be deemed terminated by You fifteen (15) business days after Scribds
receipt of such notification.
10.3 Effect of Termination. Upon termination of this Agreement, any provision which, by
its nature or express terms, should survive will survive such termination or expiration.
10.4 Retiring User Content. If You choose to remove or delete Your User Content from the
Scribd Platform it will not be available to Users following the date of such removal or
deletion (the Deletion Date). Notwithstanding the foregoing or anything else to the
contrary in this Agreement, ,Scribd may permit those Users that purchased Your User Content
prior to the Deletion Date to continue to have access to Your User Content after the Deletion
Date, and Scribd may continue to reproduce, display, host, and otherwise use such User
Content as necessary to enable such access. Additionally, Users who have downloaded
offline copies of Your User Content (including, without limitation to Scribds Mobile
Applications), may continue to access that content.
11. YOUR REPRESENTATIONS AND WARRANTIES
You are solely responsible for Your User Content and the consequences of uploading and
publishing them. By uploading and publishing Your User Content, You represent and warrant
that:
(i) all of the information that You provide to Scribd under this Agreement is current and
accurate;

(ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases
and permissions to use and to authorize Scribd and Scribds Users to use Your User Content
in the manner permitted herein;
(iii) Your User Content does not and will not slander, defame, or libel any other party, violate
any other partys publicity rights or trade secret rights, be obscene, or otherwise unlawful;
(iv) You have not entered into any other agreement that is in conflict with the terms of this
Agreement;
(v) Your User Content does not contain any viruses, adware, spyware, worms, or other
malicious code;
(vi)Your User Content is free of any digital rights management, including any software
designed to limit the number of times User Content may be copied or played;
(vii) no claim has been asserted nor have any proceedings been instituted by any third party
against You or Your predecessors in title for the infringement of intellectual property rights in
Your User Content; and
12. SCRIBD DISCLAIMER OF WARRANTIES
In addition to the warranties disclaimed in the Scribd Terms of Use, Scribd expressly
disclaims any warranty that the security measuresused to protect User Content used by Scribd
herein will be effective. Scribd makes no assurances that such security measures will
withstand attempts to evade security mechanisms or that there will be no cracks, disablements
or other circumvention of such security measures.
13. RELATIONSHIP OF THE PARTIES; REMEDIES CUMULATIVE
The parties are independent contractors with respect to each other. This Agreement does not
constitute and may not be construed as constituting a partnership or joint venture among the
parties hereto, or an employee-employer relationship. No party shall have any right to
obligate or bind any other party in any manner whatsoever, and nothing herein contained
shall give, or is intended to give, any rights of any kind to any third parties. Rights and
remedies provided in this Agreement are cumulative and not exclusive of any right or remedy
provided at law or in equity.
14. CUSTOMER SERVICE
For assistance with questions regarding this Agreement, You can send us an email at
support@scribd.com. Responses to emails will be provided as soon as possible.
15. UNITED STATES EXPORT CONTROLS
You shall not at any time upload any User Content that requires licenses or authorizations
from any Government agencies. Relevant U.S. regulations include but are not limited to the
State Departments International Traffic in Arms Regulations and the Commerce
Departments Export Administration Regulations. You shall not post any ITAR-controlled
technical data and other applicable information, including any official Department of Defense

documents, on Scribd.com that have not been authorized for public release by the appropriate
Government agency. It is your responsibility to ensure that you comply with these laws and
do not post any item on Scribd.com that is not authorized for public release under the
applicable laws, regulations and restrictions. Your rights under these Terms are contingent on
Your compliance with this provision.
16. FREE CONTENT, CONTENT FOR SALE, AND FEES AND COMPENSATION.
16.1 When uploading User Content to the Scribd Platform, you have the option to make it
available for free to Scribd Users or to make it available for sale. If you choose to make it
available for sale via the Scribd Platform you may set the price you would like to receive
from Scribd Users to access Your User Content via the Scribd Platform as described herein.
16.2 Payments. In order to purchase User Content on or through the Scribd Store, a User
must possess either a valid credit card or a PayPal account (https://www.paypal.com).
Subject to the deductions and withholdings set forth in this Agreement, if a User purchases
Your User Content on or through the Scribd Store, Scribd will remit to You eighty percent
(80%) of the price set by you, provided however that Scribd may deduct from the payments
to be provided pursuant this Section $0.25 per sale for credit card fixed costs together with
any credits for refunds or chargebacks as may be authorized herein. Payment shall be
calculated solely based on records maintained by Scribd. No other measurements or statistics
of any kind shall be accepted by Scribd or have any effect under this Agreement. Any
payments to You hereunder shall be sent by Scribd within approximately thirty (30) days after
the end of each calendar quarter, as long as you have provided valid payment information. If
Scribd owes You less than $20 for sold User Content within a given quarter, Scribd reserves
the right, at its discretion, to roll Your revenue forward to the following quarter until $20 is
reached. In the event the Agreement is terminated, Scribd shall pay Your remaining earned
balance to You within approximately ninety (90) days after the end of the calendar quarter in
which the Agreement is terminated. The right to receive payments made under this
Agreement to You may not be transferred or in any manner passed on to any third party by
You. You are solely responsible for providing and maintaining accurate contact and payment
information associated with Your account.
16.3 Express Exemptions. Scribd shall not be liable for any payment if Your account
information is not valid or up-to-date, or based on a result of any breach of this Agreement by
You.
16.4 Chargebacks; Withheld Payments. Scribd reserves the right to charge back Your
account for any payments otherwise due you as a result of sales of your User Content if You
breach this Agreement (pending Scribd's reasonable investigation of any breach of this
Agreement by You). In addition, Scribd reserves the right to withhold payment due to You
for any amounts that Scribd decides to repay to Users in the event that Your User Content is
removed from the site as provided herein. In the event of a breach of the representations or
warranties made by you in Section 11 above, you will indemnify Scribd as provided in
Section 13 of the Scribd Terms of Use and payments to you will be suspended until the claim
is resolved.
16.5 Reporting. Reporting of accrued amounts, payments due, and charge backs against
Your account is available via Your account online.

16.6 Tax Matters. You are solely responsible for determination and payment of any U.S.
federal, state, local or foreign taxes including, but not limited to, any sales or use taxes,
required to be collected or paid in connection with the transactions contemplated by this
Agreement and You shall indemnify Scribd against any and all such Taxes. You have
reviewed with Your own tax advisors the U.S. federal, state, local and foreign tax
consequences of the transactions contemplated by this Agreement. You are relying solely on
such advisors and not on any statements or representations of Scribd or any of its agents.
Scribd shall be entitled to deduct and withhold from any payments pursuant to this
Agreement in such amounts as may be required to be deducted or withheld therefrom
pursuant to any provision of U.S. federal, state, local or foreign tax law or any applicable
legal requirement. To the extent such amounts are so deducted or withheld, such amounts
shall be treated for all purposes under this Agreement as having been paid to the person to
whom such amounts would otherwise have been paid.
16.6 U.S. Taxpayers. If You are a U.S. taxpayer and receive payments from Scribd of $600
or more in a tax year, Scribd will issue You an Internal Revenue Service (IRS) Form 1099
reporting such payments. If requested by Scribd, You will need to complete and return via
fax or mail an IRS Form W-9 (Request for Taxpayer Identification Number and
Certification). If You receive payments from Scribd of less than $600 in a tax year, it is Your
responsibility to report such payments to the IRS.
16.7 Non-U.S. Taxpayers. If You are a non-U.S. taxpayer and receive payments from
Scribd, such payments shall be treated as royalty payments to You for U.S. federal income tax
purposes and subject to withholding tax in an amount equal to 30% of such payment. You
may be eligible for an exemption or for a reduced rate of withholding pursuant to an
applicable tax treaty. If so, You must complete and submit a signed Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) to Scribd and
establish Your eligibility for such exemption or reduced rate of withholding.
16.8 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 16.2,
above, no other fees or royalties will be payable by Scribd to You under this Agreement , in
connection with the Scribd Store, or the provision of other materials or services under this
Agreement. Scribd may change its pricing and/or payment structure at any time. If you
dispute any payment made under the Scribd Store, you must notify Scribd in writing within
thirty (30) days of any such payment; failure to so notify Scribd shall result in the waiver by
you of any claim relating to any such disputed payment.
16.9 Withholding Payments; Special Circumstances. Scribd reserves the right to withhold
payment from You if (i) Your User Content is removed by Scribd for any reason; (ii) Your
Scribd Account is suspended or restricted or Your access to the Scribd Platform is disabled;
(iii) You violate the API Terms of Service, or the Scribd Platform Terms of Use, including
any applicable guidelines; or (iv) Your User Content is the subject of allegations of
infringement or other violations of law or the rights of third parties.