PLEASE READ THIS UPLOADER CONTENT AGREEMENT

(“AGREEMENT”) CAREFULLY BEFORE UPLOADING

CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO
SCRIBD USERS VIA THE SCRIBD PLATFORM, FOR FREE OR FOR A
CHARGE AT YOUR DESIGNATION.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD,

PUBLISH OR DISTRIBUTE, USER CONTENT ON THE SCRIBD
PLATFORM.

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
content accessed through Scribd's subscription service 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 Scribd’s 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
Scribd’s 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 Scribd’s 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 Scribd’s 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 Scribd’s 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 Scribd’s 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 party’s 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
Department’s International Traffic in Arms Regulations and
the Commerce Department’s 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.