PLEASE READ THIS UPLOADER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO SCRIBD USERS VIA THE SCRIBD PLATFORM.
IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH, OR DISTRIBUTE, USER CONTENT ON THE SCRIBD PLATFORM.
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:
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 Scribd's Prohibited Use Policy, any other 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. 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.
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.
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 email@example.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”). 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;
(v) You have not entered into any other agreement that is in conflict with the terms of this Agreement;
(vi) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code;
(vii)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;
(viii) 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
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, send an email to firstname.lastname@example.org. Responses 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.