General Terms of Use

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the Prohibited Activity and Content Notice.

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information, and restrictions, see the Scribd Paid Access End User
License Agreement.

5 February 2018

Welcome to the Scribd.com (owned and operated by Scribd, Inc.

(hereinafter “Scribd”)) content management platform -- consisting of web
sites, services, software applications and networks -- that allows for the
authorized upload, download, purchase, sale, sharing and distribution of
written digital content over the internet (the “Scribd Platform”). The terms
“Scribd” and the “Scribd Platform” apply to any site or mobile application
owned and operated by Scribd, Inc., including Scribd.com and the Scribd
mobile applications (each an “App”).

The following Terms of Use for the Scribd Platform is a legal contract
between You, either an individual user or a single entity (“You” or,
collectively, “Users”), and Scribd regarding Your use of the Scribd Platform.
PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY
REGISTERING FOR, ACCESSING, BROWSING, POSTING,
DOWNLOADING FROM OR USING THE SCRIBD PLATFORM, YOU
ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND
AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND
CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND
FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY
TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY
TERMINATE YOUR USE OF THE SCRIBD PLATFORM IN THE MANNER
DESCRIBED IN SECTION 12.2 BELOW.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION

WITHIN 30 DAYS OF THE DATE 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.

The Scribd Platform is not available to persons under the age of majority in
their jurisdiction or to any users previously suspended or removed from the
Scribd Platform by Scribd. If You are using or opening an account on the
Scribd Platform on behalf of a company, entity, or organization (collectively
“Subscribing Organization”), then You represent and warrant that You are
an authorized representative of that Subscribing Organization with the
authority to bind such organization to these Terms; and agree to be bound
by these Terms on behalf of such Subscribing Organization. BY USING
THE SCRIBD PLATFORM, 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 the Scribd Platform is not intended for children
under 13.

2. Privacy; Additional Terms.

Your privacy is important to Scribd. Scribd’s Privacy Policy is hereby

incorporated into these Terms by reference. The Paid Access End User
License Agreement (“Paid Access EULA”) and Giftcard/Gift Membership
Terms and Conditions are also hereby incorporated into these Terms by
reference. Please read these notices carefully for information relating to
Scribd’s collection, use, and disclosure of Your personal information.

3. Individual Features and Services.

When using the Scribd Platform, You will be subject to any additional
posted guidelines or rules 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. Paid Access

Scribd offers several ways for You to purchase access to select content via
the Scribd Platform: You can pay for a membership (“Membership”) for
access to certain content, or pay a one-time fee for access to a certain
piece of content (“Direct Purchase”). Your access to the applicable content
and related purchase transaction are subject to the Scribd Paid Access
EULA. Please see the Paid Access EULA for further information on
Memberships and Direct Purchases.

5. Modification of these Terms and the Scribd Platform.

Scribd reserves the right, at our discretion, to change, modify, add, or

remove portions of these Terms or any additional terms, including
the Giftcard/Gift Membership Terms and Conditions and Paid Access
EULA, at any time. If we do so, we’ll let you know either by posting the
modified Terms on the Scribd Platform or through other communications.
Please check these Terms and any Guidelines periodically for
changes. It’s important that you review the Terms whenever we modify
them because Your continued use of the Scribd Platform after the posting
of changes constitutes Your binding acceptance of such changes. If you
don’t agree to be bound by the modified Terms, then you may not use the
Scribd Platform anymore. Because the Scribd Platform is evolving over
time we may change or discontinue all or any part of the Scribd Platform, at
any time and without notice, at our sole discretion.

6. Digital Millennium Copyright Act.

Please note that since we respect authors’ and content holders’ rights, it is
Scribd’s policy to respond to notices of alleged infringement that comply
with the Digital Millennium Copyright Act (the “DMCA”). For more
information, please visit Scribd's Copyright Resource Center. Please note
that Scribd will promptly terminate without notice any User’s access to the
Scribd Platform if that User is determined by Scribd to be a “repeat
infringer”. A repeat infringer is a User who has been notified by Scribd of
infringing activity violations more than twice as a result of DMCA takedown
notices or other similar copyright notices.

7. Scribd Platform License Grant.

7.1 License Grant to Scribd Mobile App

Subject to Your compliance with the terms and conditions set out in 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 the
Scribd Commercial Content (as defined in the Paid Access
EULA). The Paid Access EULA governs Your access to and use of Scribd
Commercial Content. Please see the Paid Access EULA for the 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 use of the Scribd Platform, including,
but not limited to, technological barriers, IP mapping, and directly
contacting Your Internet Service Provider (ISP) regarding such
unauthorized use.

8. Content Disclaimer.

You understand that when using the Scribd Platform 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 Scribd expressly
disclaims any and all liability in connection with such content. If notified by
a User or a content owner 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. For clarity, Scribd does not permit
copyright infringing activities on the Scribd Platform.

9. Prohibited Conduct.

BY USING THE SCRIBD PLATFORM YOU AGREE NOT TO:

9.1 use the Scribd Platform for any purposes other than to receive original
or appropriately licensed content, to add User Comments, and/or to access
the Scribd Platform as such services are offered by Scribd;

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 User

Comments, or other content;

9.4 post, upload, or distribute any User Comments or other content 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 Scribd Platform accounts of others without
permission, forge another persons’ digital signature, misrepresent the
source, identity, or content of information transmitted via the Scribd
Platform, or perform any other similar fraudulent activity;

9.6 delete the copyright or other proprietary rights notices on the Scribd
Platform or associated with any content available via the Scribd Platform;

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

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

9.8 use the Scribd Platform 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 the Scribd
Platform, or collect, or attempt to collect, personal information about Users
or third parties without their consent;

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

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

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

9.12 reverse engineer, decompile, disassemble or otherwise attempt to

discover the source code of the Scribd Platform 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 the
Scribd Platform 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 operation of the Scribd Platform

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 relay email from a third party’s mail servers without the permission of
that third party;

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

9.17 forge headers or otherwise manipulate identifiers in order to disguise

the origin of any content transmitted through the Scribd Platform;

9.18 interfere with or disrupt the Scribd Platform or servers or networks

connected to the Scribd Platform, or disobey any requirements,
procedures, policies or regulations of networks connected to the Scribd
Platform; or
9.19 post, upload or distribute marketing material, advertisements, spam,
content designed to aid search engine optimization, content in HTML
format with links or redirects, or other content that in Scribd’s sole opinion
detracts from the Scribd experience.

10. Account

When You use the Scribd Platform to print content, download content, or
otherwise access content or use any products, services, or otherwise
access information from Scribd, You may be asked to create an account
and provide a password. You are solely responsible for maintaining the
confidentiality of Your account and password and for restricting access to
Your computer, and You agree to accept responsibility for all activities that
occur under Your account or password. You agree that the information
You provide to Scribd on registration and at all other times will be true,
accurate, current, and complete. You also agree that You will ensure that
this information is kept accurate and up-to-date at all times. If You have
reason to believe that Your account is no longer secure (e.g., in the event
of a loss, theft or unauthorized disclosure or use of Your account ID,
password, or any credit, debit or charge card number, if applicable), then
You agree to immediately notify Scribd by emailing
support@scribd.com. You may be liable for the losses incurred by Scribd
or others due to any unauthorized use of Your Scribd Platform account.

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

The Scribd Platform 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 the Scribd Platform are solely between You
and such advertiser. 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, in 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 the Scribd Platform 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 have
a Direct Purchase associated with Your account or continue to pay the fees
associated with a Membership. Scribd may also in its sole discretion and at
any time discontinue providing access to the Scribd Platform, or any part
thereof, with or without notice. You agree that any termination of Your
access to the Scribd Platform 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 Membership or a Direct Purchase,
please see the Paid Access EULA for additional terms applicable to the
cancellation of Your account.

12.2 You.

Your only remedy with respect to any dissatisfaction with (i) the Scribd
Platform, (ii) any term of these Terms, (iii) any policy or practice of Scribd in
operating the Scribd Platform, or (iv) any content or information transmitted
through the Scribd Platform, is to cancel Your account and stop using
Scribd. You may cancel Your Account at any time through the Scribd
Platform by logging into the Site or the App and going to Your account
settings, or by sending an email to us at 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, including
the Giftcard/Gift Membership Terms and Conditions and the Paid Access
EULA, 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. Ownership; Proprietary Rights.

The Scribd Platform is owned and operated by Scribd. The visual

interfaces, graphics, design, compilation, information, computer code
(including source code and object code), products, services, and all other
elements of the Scribd Platform 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 User Comments You may post via 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 the
Scribd Platform. All Materials contained on the Scribd Platform 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 the Scribd Platform. 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 the Scribd
Platform, 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 SCRIBD PLATFORM 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 THE SCRIBD PLATFORM 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 THE SCRIBD
PLATFORM OR YOUR INTERACTION WITH OTHER SCRIBD
PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING
NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT
PAID BY YOU, IF ANY, FOR ACCESSING THE SCRIBD PLATFORM
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 THE SCRIBD PLATFORM
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 THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE
WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET
FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION
OF RISK BETWEEN YOU AND SCRIBD, AND THAT THE WARRANTY
DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH
HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN
YOU AND SCRIBD. SCRIBD WOULD NOT BE ABLE TO PROVIDE THE
SCRIBD PLATFORM 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.

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.

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 the Scribd
Platform or content available on the Scribd Platform (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., 333 Bush St. Suite 2400, San
Francisco, 94104 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 the
Scribd Platform. 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 through the Scribd Platform. In such case,
notice will be deemed given three days after the date of mailing. Notice
posted on the Scribd Platform 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 and terms incorporated herein) and
the Paid Access EULA 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 THE SCRIBD PLATFORM 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.com, 333 Bush
Street, Suite 2400, San Francisco, CA 94104, 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 Scribd Gift Membership Terms and Conditions.