Last Updated: May 30, 2025
Everand (“Everand”), a line of business of Scribd, Inc. (“Scribd” or “we”) has launched the Everand affiliate program (“Affiliate Program”) which allows you, as an Everand affiliate (“Affiliate” or “you”), the chance to offer access to the cutting-edge and innovative Eligible Products (as defined below) and earn money at the same time, as further described herein. By becoming an Affiliate, you agree to these Everand Affiliate Program Terms & Conditions (“Agreement”).
1. BECOMING AN AFFILIATE
In order to participate in the Affiliate Program, you must first apply to our Affiliate Program by creating an account and filling out an application here. Scribd currently uses PartnerStack Inc. (“PartnerStack”) as its third-party payment service provider for any Affiliate payments. You must also create an account with PartnerStack and comply with the PartnerStack Partner Terms of Service in order to receive payment for your participation in the Affiliate Program. Scribd reserves the right to change its third-party payment service provider at any time with notice to Affiliate.
You represent and warrant that by applying to the Affiliate Program, you are at least 18 years of age, and you are not a resident of a country currently under sanction by the Office of Foreign Assets Control (as may be updated from time-to-time). Scribd may reject, deny, or revoke your application for any reason and at any time. Scribd reserves the right to terminate your participation in the Affiliate Program at any time and for any reason, which shall take effect immediately upon notice to you. Your acceptance into the Affiliate Program does not confer acceptance into any other Scribd program.
Following the completion of each of the Scribd and Partnerstack online applications, Scribd, in its sole discretion, may approve your application to be an Affiliate based on varying factors such as brand and demographic fit, etc. Your qualifications as an Affiliate shall be continually monitored and reevaluated. If you are accepted as an Affiliate by Scribd, PartnerStack will send you an approval email containing additional steps required to complete your admission. Once approved by Scribd and Partnerstack, you will have access to your account, and you will receive a unique URL (“Unique URL”) to display on your website and social media channels as described in this Agreement. You must include all websites and social media channels that use your Unique URL in your PartnerStack affiliate profile.
2. ELIGIBLE EVERAND PRODUCTS & VALID PURCHASES
The “Eligible Products” you may earn a Commission on are for either a Scribd Standard or a Scribd Plus subscription purchased solely by New Customers (as defined below) that utilize your Unique URL as herein set forth. “New Customer” means a customer that has never previously subscribed to use any Scribd or Everand products (whether or not Eligible Products). Eligible Products do not include any custom priced packages that are not self-service. Scribd uses a third-party service provider (currently PartnerStack) to track a potential new customer from the first click of your Unique URL to the purchase of an Eligible Product solely on Everand.com, or any Everand-branded digital channels, platform, social media, or websites and their associated subdomains (“Everand Website”). You only earn a Commission for a Valid Purchase (as defined below) of an Eligible Product by a New Customer.
A “Valid Purchase” means that a New Customer clicked on your Unique URL and purchased any Eligible Products from the Everand Website within 90 days of the first click of the Unique URL, and which has been approved by Scribd. This means that if someone clicks on your Unique URL on day 1, but purchases an Eligible Product on day 92, then this is not a Valid Purchase. You will only be eligible for a Commission payment for customer transactions that are completed through (i) your Unique URL that we make available to you; and (ii) Scribd's self-service purchase process. If a prospective customer does not complete the purchase or register to use the Services following their click on your Unique URL, you will not be eligible for a Commission payment, even if the prospective customer later purchases a subscription directly by visiting the Everand Website or through another link. Scribd determines whether a purchase is a Valid Purchase in its sole discretion and has sole right to make decisions if discrepancies in tracking exist. Notwithstanding the foregoing, for any visitors who opt out of tracking via the California “do not sell” link (or its U.K equivalent), Affiliates will not receive Commissions, even if one of those visitors complete a Valid Purchase. In addition, Affiliates will only be eligible to receive Commission for Valid Purchases completed by U.S. and U.K. residents. Your Unique URL will be active at Scribd’s sole discretion, and Scribd shall have the right to deactivate any Unique URL at any time.
You agree that Scribd has the full right to access all tracking data that Affiliate gathers through its participation in this Affiliate Program, including data which is tracked by PartnerStack. SCRIBD DISCLAIMS ANY AND ALL LIABILITIES WITH RESPECT TO THE COLLECTION, PROCESSING, STORAGE OR USE OF ANY DATA COLLECTED THROUGH THE AFFILIATE PROGRAM, WHETHER COLLECTED BY SCRIBD, PARTNERSTACK, OR ANY OTHER THIRD PARTY SERVICE PROVIDERS.
3. COMMISSION FEES
A "Referral" means a New Customer that has made a Valid Purchase. When a Referral makes a Valid Purchase, you will earn the Commission as outlined in this Agreement.
Everand Affiliates earn a base standard commission rate of 15% recurring commission for up to 12 months if the Affiliate’s Unique URL constitutes a Valid Purchase of an Eligible Products purchased by a New Customer on either Scribd’s Standard plan or Scribd’s Plus plan for a term of no longer than 12 consecutive months from the initial sale of the subscription for up to a total of $100,000 USD (“Commission”). No Commissions are paid on renewals of monthly subscriptions purchased 12 months following the initial purchase of an Eligible Product made by a Referral. This means if you sell an Eligible Product monthly subscription via your Unique URL, then you may receive a Commission for consecutive monthly renewals purchased by such Referral for up to 12 months. If your Referral terminates that subscription at any point before the 12-month period, then you will not receive any further Commissions. Once you reach $100,000 in Commissions annually, you may no longer participate in the Affiliate Program without Scribd’s written consent.
Scribd reserves the right to change the Commission rates immediately upon written notice to you, which shall be satisfied by sending an email to your email address of record in your Affiliate Program account. In such case, the new Commission rate shall take effect immediately for any Referrals after the date such email notice is sent.
Commissions are paid to Affiliates directly from PartnerStack per the PartnerStack Partner Terms of Service. You must create a PartnerStack account and comply with the PartnerStack Partner Terms of Service in order to receive payment. In order to receive payment under the Affiliate Program, you must have: (i) agreed to this Agreement; (ii) completed all steps necessary to create your account in accordance with our directions; (iii) provided a valid and up-to-date payment method in your PartnerStack account; and (iv) completed any and all required tax documentation that may be required in order for us or our third party payment processor to process any payments that may be owed to you. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST CONTACT PARTNERSTACK DIRECTLY REGARDING ALL PAYMENT QUESTIONS, AND SCRIBD DISCLAIMS ANY AND ALL LIABILITIES WITH RESPECT TO YOUR RELATIONSHIP WITH PARTNERSTACK OR ANY THIRD-PARTY PAYMENT PROCESSOR WHO MAY PROCESS ANY PAYMENTS OWED TO YOU HEREUNDER, INCLUDING WITHOUT LIMITATION ANY DATA COLLECTION, PROCESSING, OR STORAGE ACTIVITIES CONDUCTED BY PARTNERSTACK OR OTHER PAYMENT PROCESSORS.
Commissions paid will exclude taxes, VAT, and other applicable fees in connection with a sale. We reserve the right to reverse Commissions due to returns, order cancellations, erroneous order duplications or erroneous payments made to you. We also reserve the right to defer or refuse Commissions for disputed orders or orders we reject and cannot fulfill. We reserve the right to refuse or reverse Commissions in the event Affiliate is in breach of this Agreement. Affiliates must review their commission calculations within 30 days of receipt and report any discrepancies to PartnerStack in writing. Any disputes not raised within this timeframe will be considered accepted and final. Affiliates are solely responsible for all tax obligations related to commission payments received under this Affiliate Program. PartnerStack will provide appropriate tax documentation as required by law but will not withhold taxes from commission payments.
4. PROMOTING EVERAND PRODUCTS
You must comply with the following requirements when promoting Eligible Products:
You may direct consumers to Eligible Products through links to the Everand Website placed on your personal website or social media channels (subject to the below restrictions), provided that your personal websites and social media channels are aligned with the Scribd and Everand brands as set forth in our Global Terms of Use and Community Rules policies, and as determined by Scribd in its sole discretion. For example, you may not place links to the Everand Website on sites or social media that contains obscene, vulgar, profane, discriminatory, illegal, harmful or violent material.
You may not include Scribd or Everand (or any variation thereof) in your primary URL/domain name.
You must only use the Unique URL obtained from the PartnerStack affiliate interface without manipulation. You may shorten the Unique URL provided in the PartnerStack affiliate interface through URL shortener services.
You may not use Google or other search engine marketing platforms to purchase, own or bid on any domain names or keywords that include any Scribd or Everand trademarks or service marks, including, without limitation, the word “Scribd”, “Everand”, or any Scribd/Everand product or service names or branding, or any variations or misspellings thereof (collectively the “Scribd Marks”) or otherwise use the Scribd Marks in the sub-domain of your website URL or promote Scribd or Everand on Google. You may not purchase any advertising keywords that contain the Scribd Marks. You may not use any Scribd Marks in your social media account names.
You may not use any third-party trademarks or other proprietary rights (including rights of publicity) to direct traffic to Scribd/Everand in a manner that is confusing, tarnishes such trademark or implies an endorsement by, or association with, the third-party trademark owner without such trademark owner’s prior written consent, such consent to be provided to Scribd upon Scribd’s request.
You may not use any third-party content (such as graphics, text, video and audio) without the prior written consent of such third party, except to the extent permitted by any applicable laws or regulations.
You may not direct link to our website or platform from any online ad or use redirects that yield the same result (a.k.a. URL hijacking). Affiliates must be directed to an actual page on your website or social media channel.
You may not post on any official Scribd or Everand social media platform in order to attempt to drive consumers to your website or social media sites.
You may not use, include, embed, or reference any Scribd Marks or your Unique URL(s), or any other Affiliate Program tracking links or identifiers in any form of email communications, including but not limited to email marketing campaigns, newsletters, automated emails, promotional emails, or mass email distributions. Any violation of this prohibition will result in immediate termination of your participation in the Affiliate Program and forfeiture of any unpaid Commissions.
You may not offer any discounts, free trials, coupons, rebates, “kickbacks,” or any other promotional offers that are not expressly approved by Scribd in writing, or charge consumers for providing information about Scribd/Everand.
You may use the Scribd Marks on your website or social media, provided that such uses are (i) not part of the social media name or website URL, (ii) in accordance with the applicable social media terms of service and (iii) in accordance with any Scribd and Everand brand guidelines (“Scribd Brand Guidelines”) which are incorporated in the Agreement by this reference, a copy of which will be provided to Affiliate upon written request. The Scribd Brand Guidelines may be updated from time to time at Scribd’s sole discretion. Your use of any Scribd Marks as herein permitted may not be done in a manner that is confusing, tarnishes any Scribd-owned or controlled trademarks, or implies an endorsement by or association with Scribd without Scribd’s prior written consent in each instance.
You may not create a website or social media account that in any way copies, resembles or has the look and feel of any Everand Website or Scribd/Everand social media accounts.
You may not make any representations or warranties regarding Scribd or any Scribd or Everand products and services on Scribd’s behalf without the prior written consent of Scribd. All statements made by you regarding the Scribd and Everand products and purchase terms must be true and accurate.
You may give your own opinions about Scribd and Everand products and services. You agree to promote the Eligible Products and conduct business in a manner that reflects favorably at all times on Eligible Products, and any other Scribd and Everand products and services, and the good name, goodwill, and reputation of Scribd and Everand.
You may not connect the Scribd Marks with any products or services not aligned with the Scribd or Everand brands (as set forth in our Global Terms of Use and Community Rules policies) and any determination of your noncompliance with this provision shall be determined by Scribd in its sole discretion. For example, you will not connect the Scribd Marks with any products or services that relate to the grey market, counterfeit or illegal products/services, products/services that promote violence, discrimination or harm, and products/services associated with pornography or obscenity, or otherwise violate any applicable laws or regulations.
You may not use materials that (i) infringe upon third party rights, including intellectual property, publicity or privacy rights, (ii) are threatening, harassing, defamatory, obscene, harmful, offensive, or contains nudity, pornography, or sexually explicit materials, or that appeal to minors; (iii) contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information; or (iv) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.
You may not represent any content referencing Scribd/Everand, their products, or services in a deceptive, misleading, or unlawful manner, and Affiliate may not refer to the products or services available on Scribd/Everand in any manner that suggests such products or services are capable of doing more than they promise.
You may not use any artificial intelligence, automated software, or other technology in an attempt to manipulate or create fake Valid Purchases or otherwise engage in behavior that is fraudulent, abusive or harmful to the Affiliate Program, other Affiliates, Scribd or Everand customers, to Scribd or Everand’s reputation or goodwill.
You may not use any content substantially created using generative AI tools or services without Scribd’s prior written approval. Any approved use must be disclosed clearly, for example, “This content includes elements created using [name of Generative AI tool].”
You may not engage in cookie stuffing or include false or misleading links on your website.
You may not create or operate multiple affiliate accounts without explicit authorization from Scribd.
You may not send unsolicited bulk-emails (spam) or use your Unique URL or Scribd Content in any manner that could be considered spammy.
You must disclose in any marketing and advertising (as herein permitted), including social media posts, that you are an Affiliate and receiving compensation for any sales of the Eligible Products, and include the word “ad” or “advertisement” as required by applicable laws, including your local laws.
You must follow all applicable rules, guidelines, community standards and online terms required by any applicable social media platforms, laws and regulations, including without limitation, privacy, marketing and advertising laws and any FTC or other applicable disclosure guidelines, which are discussed further in section 9 below. For example, you may not place links to the Everand Website on sites or social media that contains obscene, vulgar, profane, discriminatory, illegal, harmful or violent material.
5. SUB-AFFILIATE NETWORK
Affiliates must obtain Scribd's prior written approval before working with any sub-affiliates and must provide Scribd with at least thirty (30) days' advance written notice of its intention to work with any sub-affiliate. Any sub-affiliate relationship shall be subject to a separate “Scribd Sub-Affiliate Agreement” that contains terms and conditions no less stringent than those imposed on Affiliate contained in this Agreement whereby the sub-affiliate acknowledges and agrees (amongst other things) that: (i) it shall be primarily responsible and liable for all of its acts and omissions; (ii) Scribd is an intended third-party beneficiary of any Scribd Sub-Affiliate Agreement; and (iii) the Affiliate shall ensure that each Scribd Sub-Affiliate Agreement explicitly acknowledges Scribd's third-party beneficiary status. Sub-affiliates must comply with all terms and conditions outlined in this Agreement.
It is the responsibility of you as the primary Affiliate to ensure that any sub-affiliates adhere to the same compliance standards, including but not limited to:
PROPER TRACKING AND USE OF AFFILIATE LINKS: All traffic and Valid Purchases must be tracked through the appropriate Unique URLs (or their sub-affiliate equivalent) provided by the primary affiliate. Any Valid Purchases generated without the use of these links will not be eligible for Commissions.
COMPLIANCE WITH ADVERTISING GUIDELINES: Sub-Affiliates must follow all advertising guidelines and refrain from activities such as bidding on branded terms, false claims, or misleading promotions.
REPORTING REQUIREMENTS: The primary affiliate must maintain transparency regarding the activities of their sub-affiliates and provide reports if requested. Failure to ensure sub-affiliate compliance may result in the termination of the affiliate partnership or withholding of Commissions.
6. LICENSED MATERIALS
Scribd may make available to you certain data, images, text, link formats, widgets, links, Scribd Marks, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program and any Scribd and Everand services ("Licensed Materials"). You may use such Licensed Materials solely in connection with marketing the Eligible Products in accordance with this Agreement and Scribd's Brand Guidelines. All rights to Licensed Materials are reserved by Scribd, and any use of the Licensed Materials shall be in accordance with Scribd’s Brand Guidelines and any additional guidelines provided by Scribd.
7. PUBLICITY
You agree that Scribd may use your name, likeness, and public marketing content regarding our Services solely to reference you as an Affiliate in the Affiliate Program through Scribd owned or operated channels, including digital channels, social media, and websites. You may revoke this grant at any time by sending an email to affiliates@scribd.com with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references and update our website and social media and marketing channels to remove any past references.
You further agree that Scribd may use, reproduce, create derivative works of, publicly display and distribute any content or materials you create in connection with your participation in the Affiliate Program through any medium or channel, including Scribd and Everand-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Scribd, Everand, and Scribd and Everand's products and services.
8. CONFIDENTIALITY
You will hold all information, materials or knowledge regarding Scribd and Scribd's business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential ("Confidential Information") in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Affiliate Program and never for your own benefit. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in this Agreement. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third party, except as specifically authorized by Scribd in writing. You agree that information about Referrals, and associated customer information, is Confidential Information of Scribd.
9. INTELLECTUAL PROPERTY
The Eligible Products, Licensed Materials, including the Scribd Marks, domain names and promotional materials constitute intellectual property owned by Scribd, including trademarks, copyrights, patents and trade secrets. Any license hereunder made by Scribd granting Affiliate any right to utilize the Scribd Marks is non-sublicensable and nontransferable. Affiliate acknowledges Scribd's absolute ownership of all customer-related information, including those arising from Referrals. Affiliate must respect the intellectual property of Scribd at all times, including, without limitation, being in full compliance with this Agreement. Scribd owns and retains all intellectual property rights in any and all Everand services, Licensed Materials, Scribd Marks, and Scribd Confidential Information, including any modifications and derivative works thereto ("Scribd Intellectual Property"), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Scribd. Except as expressly stated in this Agreement, this Agreement does not grant any rights, implied or otherwise, to any intellectual property. Affiliate is strictly prohibited from modifying, altering, or creating derivative works from Scribd's intellectual property without explicit written permission from Scribd. Upon termination of this Agreement, all rights to use Scribd Intellectual Property shall immediately cease. Affiliate must promptly remove all Scribd Marks, materials, and other intellectual property from all affiliate platforms, websites, marketing materials, and any other media within 24 hours of contract termination. Affiliate will not at any time during the Term of this Agreement, directly or indirectly, contest or assist any other entity or person in contesting the validity of Scribd’s ownership of the Scribd Marks or the right, title and interest of Scribd to its intellectual property.
10. LEGAL COMPLIANCE
This Affiliate Program is only available to individuals and entities that are (i) located in and operating from the United States and United Kingdom, and (ii) authorized to enter into legally binding contracts under applicable law. You represent and warrant that you are in compliance with and will continue to comply with all applicable US and UK laws, rules, and regulations. This includes, without limitation, applicable laws governing matters such as FTC rules, regulations, or guidelines relating to marketing, endorsements, and disclosures of material connections; e-Privacy Directive (as may be superseded by the e-Privacy Regulation); the UK Consumer Protection from Unfair Trading Regulations 2008; UK GDPR; and ASA guidelines; and all other anti-spam laws, privacy laws and regulations, including the California Consumer Privacy Act and the General Data Protection Regulation, and rules, regulations and laws governing false or deceptive advertising and intellectual property infringement. More information on FTC disclosure guidelines can be found on the FTC website at: https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing. When acting as an Affiliate via third party social media platforms (such as Facebook, Instagram, etc.), you agree to comply with all applicable online policies and terms of use, community standards, and stated values of such third-party platforms.
When you post and/or distribute content about Everand or our Services, you must clearly, proximately, and prominently include a statement that complies with all then-current rules and regulations applicable to advertising disclosures and social media advertising, sponsorships and endorsements, including the then-current United States Federal Trade Commission guidelines. A helpful guide can be found here: https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers.
You are fully responsible for compliance with all local laws, including marketing, advertising and privacy regulations. If you are unsure about applicable rules, please consult an attorney or relevant consumer protection authority within your jurisdiction for further guidance and instructions on how to act as an Affiliate compliantly.
If providing editorial content, Affiliate must disclose the fact that the Affiliate’s opinion, analysis, or assessment is that of the Affiliate’s only and has not been provided or reviewed by Scribd Inc., for example: “This content is not provided by Scribd Inc. or any of its, authors, or content creators on the Scribd/Everand platform. Any opinions, analyses, reviews or recommendations expressed here are those of the Affiliate's alone, and have not been reviewed, approved or otherwise endorsed by Scribd Inc.”
11. GENERAL REPRESENTATIONS AND WARRANTIES
You represent, warrant, and covenant that:
You are solely responsible for your employees, agents, and contractors and shall be liable for their acts or omissions in breach of this Agreement.
You have full right, power and authority to enter into this Agreement and to perform your obligations hereunder, without the approval or consent of any other party, and your participation in this Affiliate program complies and will comply with the laws in your jurisdiction.
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and that your performance of your obligations under this Agreement does not (and will not) constitute a breach of or conflict with any other agreement or arrangement by which you are bound.
You will participate in the Affiliate Program and create, maintain, and operate your website and marketing channels in accordance with this Agreement.
You are lawfully able to enter into this contract (e.g., you are not a minor).
You are not the subject of U.S. sanctions regulations or on any U.S. sanctioned parties lists.
The information you provide in connection with the Affiliate Program is accurate and complete.
Your participation in the Affiliate Program will not constitute a conflict of interest or breach of any agreement, rule, guideline or policy applicable to your relationship with any previous or contemporaneous employer, academic institution, or any other party.
Your content is free and clear of liens or other third party claims.
Any use of your content as authorized herein will not give rise to any claims, damages, liabilities, costs and expenses (including but not limited to claims of infringement, invasion of privacy or publicity, or claims for payment of any monies such as re-use fees or residuals).
The consent of no other person or entity is required in connection with this Agreement, your participation in the Affiliate Program, or use of any of your content.
12. INDEMNIFICATION
You will defend, indemnify, and hold harmless Scribd, its officers, directors, employees, agents, and affiliates ("Indemnified Parties") from and against any and all damages, losses, judgments, settlements, expenses (including reasonable attorneys' fees and costs) and other liabilities incurred by the Indemnified Parties arising from any third-party claims related to: (a) your breach or alleged breach of this Agreement or applicable law or regulation; (b) your website, your content, or materials used by you in connection with the Affiliate Program or your use of PartnerStack, including by your contractors or employees; and (c) your negligence or willful misconduct.
Scribd shall have the right to approve any counsel retained to defend against any claim in which Scribd is named a defendant, and Scribd will not unreasonably withhold this approval. Scribd will have the right to control and participate in the defense of any such claim concerning matters that relate to Scribd at Scribd's expense, and you will not settle any claim without Scribd's reasonable consent. If, in Scribd's sole discretion, a conflict exists between the interests of Scribd and you in such a claim, Scribd may retain its own counsel whose fees and costs will be paid by you.
13. DISCLAIMER OF WARRANTIES & LIMITATION ON LIABILITY
NEITHER SCRIBD NOR ANY PERSON ON SCRIBD’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, WITH RESPECT TO THE AFFILIATE PROGRAM, ELIGIBLE PRODUCTS, OR THE PARTNERSTACK PLATFORM, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MINIMUM COMMISSIONS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND AFFILIATE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SCRIBD, OR ANY OTHER PERSON ON SCRIBD’S BEHALF.
SCRIBD DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR COMMISSIONS YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH THE AFFILIATE PROGRAM, AND SCRIBD WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY SCRIBD (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND SCRIBD IS NOT RESPONSIBLE FOR ANY PAYMENT OF COMMISSIONS IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR UNIQUE URL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) SCRIBD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE HOWEVER ARISING WHETHER OR NOT SCRIBD WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT; AND (B) SCRIBD'S LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT FOR THE APPLICABLE PROGRAM IN THE TWELVE MONTHS PRIOR TO WHEN THE APPLICABLE CLAIM AROSE; OR (ii) $500 USD. SCRIBD DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF THE PARTNERSTACK PLATFORM, INCLUDING BUT NOT LIMITED TO ANY DATA COLLECTION, PROCESSING, STORAGE, OR PAYMENT PROCESSING ACTIVITIES CONDUCTED BY PARTNERSTACK. YOU ACKNOWLEDGE AND AGREE THAT PARTNERSTACK IS SOLELY RESPONSIBLE FOR ITS DATA COLLECTION PRACTICES AND PAYMENT PROCESSING SERVICES, AND THAT SCRIBD SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM SUCH ACTIVITIES.
14. MODIFICATION AND TERMINATION
Scribd reserves the right to modify and/or eliminate the Affiliate Program and/or all or any portion of this Agreement or any policy pertaining to the Affiliate Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Commission received under the Affiliate Program or merge the Affiliate Program with another program. We will post the updated terms on our website and/or email you notice of such changes, and your continued participation in the Affiliate Program after such notice constitutes your acceptance of the updated terms. Scribd reserves the right to suspend or remove Affiliates from the Everand Affiliate Program at any time, without warning, in its sole discretion. Scribd also reserves the right to recover any commissions paid on fraudulent or invalid transactions. Either party may terminate this Agreement, with or without cause, upon notice to the other party. Upon termination, you agree to immediately discontinue use of your Unique URL and all links to Everand Websites, and use of Scribd Licensed Materials, including the Scribd Marks. Without limiting Scribd's remedies, Affiliates terminated due to malicious or fraudulent behavior will also have all prior Commissions revoked.
15. RECORDS
You will maintain accurate and complete records relating to your conduct under the Affiliate Program, including any data collection, processing, or storage activities you undertake in connection with the Affiliate Program. You are solely responsible for ensuring compliance with all applicable data protection laws and regulations in your collection and use of any data related to the Affiliate Program. Upon request, you will enable Scribd or its designated service provider to audit your records and other materials to verify your compliance with the Agreement, and you agree to provide reasonable cooperation. You will promptly notify Scribd of any inquiry received by you from any news media, publication, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Scribd, the Affiliate Program, or your conduct under this Agreement.
16. INDEPENDENT CONTRACTOR
You are an independent contractor and not an agent or employee of Scribd. You agree that you will not be entitled to any compensation, options, stock or other rights or benefits accorded to Scribd employees. You agree that nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Scribd. You will have no authority to make or accept any offers or representations on Scribd's behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section. You may be required to complete a Form W-9, or other paperwork, as a condition of receiving your Commission and will cooperate with all requests by Scribd to complete documentation in connection with your participation in the Affiliate Program and to comply with applicable tax obligations.
17. ASSIGNMENT
You may not assign or delegate any rights or obligations under this Agreement, by operation of law or otherwise, without Scribd's express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
18. ARBITRATION
PLEASE READ THIS IMPORTANT LANGUAGE. YOU ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, YOU ARE AGREEING TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND CLASS ACTION AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN YOU AND SCRIBD.
Before commencing arbitration, you agree to first give Scribd notice of your dispute by sending detailed written notice about the dispute to legal@scribd.com. You and Scribd shall first attempt to resolve any dispute in good faith through informal negotiations within 60 days from Scribd’s receipt of your notice. After 60 days, either party may commence arbitration.
Except as provided below, Affiliate and Scribd agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, formation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration in accordance with the JAMS International Arbitration Rules and Procedures then in effect if Affiliate is located outside of the United States, or the American Arbitration Association Commercial Arbitration Rules then in effect if Affiliate is located in the United States. Arbitration shall be held with a single arbitrator. The seat of arbitration shall be in San Francisco, California unless otherwise agreed to by the parties. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator shall apply California law, without regard to conflict of laws rules, to the merits of any dispute or claim.
You and Scribd agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Scribd agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding.
Notwithstanding the foregoing, either party may bring an injunctive or equitable relief claim regarding infringement of its intellectual property or unauthorized use or disclosure of its confidential information in a court of competent jurisdiction. The parties consent to the exclusive jurisdiction of the courts located in San Francisco, California. California law, without regard to conflict of laws rules, shall apply to such claims.
19. SEVERABILITY & WAIVER
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect. You may not amend or waive any provision of this Agreement unless in writing by both parties. Our failure to enforce your obligations hereunder shall not constitute a waiver of our right to enforce such provision or any other provision of this Agreement.
20. ENTIRE AGREEMENT
This Agreement supersedes any prior agreements or understandings between the parties regarding the subject matter hereunder and represents the entire Agreement between you and Scribd with respect to this Affiliate Program. This Agreement does not alter any other agreements you may have with Scribd, including the Scribd Global Terms of Use (as may be updated) which govern your own use of any Scribd and Everand products and shall remain in full force and effect. There are no third-party beneficiaries to this Agreement.
21. CHANGES
Scribd may modify the terms of this Agreement from time to time, including Commission rate (as further set forth in Section 3). Any changes shall take effect immediately after the date of such notice. Your continued participation in the Affiliate Program following the effective date of any such modification may be relied upon by Scribd as your consent to any such modifications.
22. SURVIVAL
All Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiration shall continue in effect notwithstanding such termination or expiration.