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Scribd Uploader Agreement

Jason
posted this on May 30, 2013 12:47 PM
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*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

<http://support.scribd.com/entries/25580-Privacy-policy>
2. Scribd Terms of Use <http://scribd.com/terms>
3. Scribd API Terms of Service
<http://support.scribd.com/entries/25460-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. <mailto: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 <mailto: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
<http://www.pmddtc.state.gov/regulations_laws/itar.html> and the
Commerce Departments Export Administration Regulations.
<http://www.bis.doc.gov/policiesandregulations/index.htm#ear> 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 <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.
*408 people found this useful.* - *Me too!*
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