Also see the Scribd Privacy Policy

16 March 2016

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 and Giftcard/Gift Membership Terms and Conditions are 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 either pay for an annual, monthly or twenty-four (24) hour membership (“Membership”) for access to certain content, or pay a one-time fee for access to a certain piece of content through the Scribd store (“Direct Purchase”). Your access to the applicable content and related purchase transaction are subject to the Scribd Paid Access End User License Agreement (“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 go to Scribd’s DMCA Notification Guidelines. 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. 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.

17.3 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.

17.4 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.

17.5 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.

17.6 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. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. 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.

17.7 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.