SCRIBD BOOKID UPLOADER AGREEMENT
March 16, 2014
PLEASE READ THIS BOOKID COPYRIGHT PROTECTION SYSTEM UPLOADER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT (“UPLOADED CONTENT" OR "YOUR CONTENT") TO BE USED BY SCRIBD SOLELY FOR THE PURPOSE OF IDENTIFYING AND REMOVING ALLEGEDLY INFRINGING COPIES OF UPLOADED USER CONTENT FROM SCRIBD BY COMPARING WORKS SUBMITTED BY OTHERS (USER CONTENT) TO YOUR UPLOADED CONTENT , I.E., SCRIBD BOOKID COPYRIGHT PROTECTION SYSTEM (“BOOKID”).
IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD YOUR CONTENT ON THE SCRIBD PLATFORM AND CANNOT THEREFORE AVAIL YOURSELF OF SCRIBD BOOKID.
In order to upload Your Content to Scribd, You must: (i) register for an account on the Scribd BookID Copyright Protection System (Your “Scribd BookIDAccount”) and supply all required information; (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 providing Uploaded 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 BookID 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.
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 your works, i.e., the Uploaded Content, solely for the purpose of taking advantage of BookID.
5. LIMITED LICENSE AND RELEASE
By uploading Your Content via the Scribd Platform, you hereby grant to Scribd all rights necessary for Scribd to review, convert, store, and otherwise use the Uploaded Content on a non-exclusive, worldwide basis solely in conjunction with Scribd’s operation of BookID.
Scribd will treat Uploaded Content as confidential information and will not, without further written notice from You, allow users of Scribd’s products to access any portion of it. Scribd will use industry standard measures to protect the security of Uploaded Content.
6. RESERVATION OF RIGHTS
Subject to the licenses granted herein, You retain all of Your ownership rights in the Uploaded Content.
7. DIGITAL MILLENNIUM COPYRIGHT ACT (17 U.S.C. 512)
You understand that Scribd complies with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512, including but not limited to its counter-notification provisions. You understand and agree that BookID does not give Scribd the right and ability to control content uploaded on the Scribd Website, and agrees that this contract will in no way lessen Scribd’s protection under 17 U.S.C. 512 including for any copyrighted works in Uploaded Content. Publisher further agrees that to the extent any of its works appear on Scribd without its permission, it will send DMCA-compliant take-down notices to Scribd.
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.
9. TERM AND TERMINATION.
9.1 Term. The term of this Agreement will begin on the date You upload Your Uploaded Content and will continue until terminated in accordance with the provisions set forth in this Section 9.2 (“Termination”).
9.2 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 BookID upload privileges at any time. You may terminate this Agreement by providing Scribd with written notification of intended termination through electronic mail at: firstname.lastname@example.org. This Agreement will be deemed terminated by You thirty (30) business days after Scribd’s receipt of such notification.
9.3 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. YOUR REPRESENTATIONS AND WARRANTIES
You will only include works in Uploaded Content if you are the publisher of record or author for such works and have the necessary authority, right, or permission to use and to authorize Scribd to use such works in the manner contemplated by this Agreement.
11. SCRIBD DISCLAIMER OF WARRANTIES
You understand that no automated system like BookID is perfect and that it is likely that copies of Uploaded Content may still appear on Scribd even after You have uploaded them for use in BookID. You agree that Scribd does not and cannot guarantee, promise, warrant, or otherwise represent that copies of Uploaded Content or portions thereof will never appear on Scribd after You have uploaded them for use in BookID. Accordingly, 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
12. 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.
13. CUSTOMER SERVICE
For assistance with questions regarding this Agreement, You can send us an email at email@example.com. Responses to emails will be provided as soon as possible.
Scribd may freely assign this Agreement in connection with any merger, spin-out, consolidation, reorganization, sale of all or substantially all of its assets. This Agreement inures to the benefit of and shall be binding on the Parties’ permitted assignees, transferees and successors. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct. A waiver of any provision of this Agreement will only be valid if provided in writing. The failure by either Party to insist upon the strict performance of this Agreement will not act as a waiver of any right, promise or term, which will continue in full force and effect.