Scribd Terms of Use

Also see the Scribd Privacy Policy

December 5, 2012

0. Introduction; Your Agreement to these Terms of Use.

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, sharing and distribution of written digital content over the internet (the “Scribd Platform”). Terms for “Scribd” and the “Scribd Platform” apply to any site or mobile application owned and operated by Scribd, Inc, including Scribd.com, Float.com, and the Float mobile application.

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, 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 11.2 BELOW.

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 DOWNLOADING, INSTALLING OR OTHERWISE USING THE SCRIBD PLATFORM, YOU REPRESENT THAT you meet the eligibility requirements in this Section.  In any case, you affirm that you are over the age of 13, 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 is hereby incorporated into these Terms by reference.  Please read this notice carefully for information relating to Scribd’s collection, use, and disclosure of Your personal information.

Users who utilize Scribd’s Developer Platform or any of Scribd’s APIs are bound by the API terms of service.  The Scribd API Terms are hereby incorporated into these Terms by reference.

Users who utilize Scribd’s program to buy or sell User Content through the Scribd Platform (the “Scribd Store”) are bound by the Scribd Store Terms.  The Scribd Store Terms are hereby incorporated into these Terms by reference.

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. Modification of these Terms.

Scribd reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time.  Please check these Terms and any Guidelines periodically for changes.  Your continued use of the Scribd Platform after the posting of changes constitutes Your binding acceptance of such changes.  For any material changes to these Terms, such amended terms will automatically be effective ten days after they are initially posted on the Scribd Platform.  We will always make a reasonable effort to notify You if we do change these Terms.

5. 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 and/or who has had their User Content or any other user-submitted content removed from the Scribd Platform more than twice.

6. Scribd Platform License Grant.

6.1 License Grant to Upload.

Subject to Your compliance with the terms and conditions set out in these Terms, Scribd hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license 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.

6.2 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 User Content for personal use subject to any express restrictions contained in the license under which such User Content is distributed.

6.3 Reservation of Rights.

Scribd reserves all rights not expressly granted in these Terms.

6.4 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.

7. User Content License Grant; Representations and Warranties.

7.1 Retention of Ownership

Subject to the licenses granted herein, You retain all of Your ownership rights in User Content owned by You.

7.2 License Grant to Scribd.

Unless otherwise agreed to in a separate written agreement between You and Scribd that was signed by an authorized representative of Scribd:

a) By distributing or disseminating User Content through 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, and otherwise exploit Your User Content, in any media formats and through any media channels, solely 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.

b) Subject to the Scribd Store Terms (including, without limitation Section 6.4 thereof), the license granted by You in Section 7.2(a), above, terminates as to a specific piece of User Content once You remove or delete such User Content from the Scribd Platform.  Notwithstanding the foregoing (or anything else to the contrary in these Terms) any sublicenses granted and/or authorized by Scribd with respect to Your User Content prior to Your removal of such User Content from the Scribd Platform shall survive any termination or expiration of the license granted in Section 7.2(a) above.  

c) By uploading User Content, You hereby warrant that 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.

7.3 License Grant to other Scribd users.

By distributing or disseminating User Content through the Scribd Platform, You hereby grant to each User that 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.  Notwithstanding the foregoing, You hereby grant to each User that is authorized to access You User Content at least a limited, non-exclusive, license to view, download (including, without limitation download to a portable device), print and have printed such User Content for personal use in the manner contemplated by these Terms 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 7.3.

7.4 User Content Representations and Warranties.

You are solely responsible for Your User Content and the consequences of posting or publishing them.  By uploading and publishing Your User Content, You affirm, represent, and warrant that:

(1) 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 as necessary to exercise the licenses granted by You in this section and in the manner contemplated by Scribd and these Terms;

(2) Your User Content does not and will not slander, defame, or libel any other person.

(3) The use of Your User Content as permitted herein does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and

(4) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.

Violators of these third-party rights may be subject to criminal and civil liability.  Scribd reserves all rights and remedies against any Users who violate these Terms.

7.5 User Content Disclaimer.

You understand that when using the Scribd Platform You will be exposed to User 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 User Content.  You further understand and acknowledge that You may be exposed to User 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 User Content or any opinion, recommendation, or advice expressed therein, and Scribd expressly disclaims any and all liability in connection with User Content.  If notified by a User or a content owner of User Content that allegedly does not conform to these Terms, Scribd may investigate the allegation and determine in its sole discretion whether to remove the User 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.

8. Prohibited Conduct.

BY USING THE SCRIBD PLATFORM YOU AGREE NOT TO:

8.1 use the Scribd Platform for any purposes other than to disseminate or receive original or appropriately licensed content and/or to access the Scribd Platform as such services are offered by Scribd;

8.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in section 12, below);

8.3 post, upload, or distribute any defamatory, libelous, or inaccurate User Content or other content;

8.4 post, upload, or distribute any User Content 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;

8.5 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;

8.6 delete the copyright or other proprietary rights on the Scribd Platform or User Content;

8.7 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;

8.8 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;

8.9 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;

8.10 use the Scribd Platform if You are under the age of thirteen (13) years old;

8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Scribd Platform or User Content, features that prevent or restrict use or copying of any content accessible through the Scribd Platform, or features that enforce limitations on the use of the Scribd Platform or User Content;

8.12 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;

8.13 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;

8.14 intentionally interfere with or damage operation of the Scribd Platform or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

8.15 relay email from a third party’s mail servers without the permission of that third party;

8.16 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;

8.17 forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Scribd Platform;

8.18 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

8.19 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 commercial content that in Scribd’s sole opinion detracts from the Scribd experience.

9. Account

When You use the Scribd Platform to upload and/or download content or any products, services, or information from Scribd, You may be asked to 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.  You may be liable for the losses incurred by Scribd or others due to any unauthorized use of Your Scribd Platform account.

10. 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.

11. Termination; Terms of Use Violations.

11.1 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 User Content, at any time.  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.  As discussed herein, Scribd does not permit copyright infringing activities on the Scribd Platform, and will terminate access to the Scribd Platform, and remove all User Content or other content submitted by any Users who are found to be repeat infringers.

11.2 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 terminate these Terms and Your account.  You may terminate these Terms at any time by discontinuing use of any and all parts of the Scribd Platform.

11.3 User Content.

Subject to Section 7.2 above and the Scribd Store Terms (including, without limitation Section 6.4 thereof), upon termination of these Terms by You or Scribd, Scribd will discontinue prospective hosting and distribution of Your User Content.

12. Ownership; Proprietary Rights.

The Scribd Platform is owned and operated by Scribd.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or 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.  Except for any User Content that is provided and owned by Users, 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.

13. 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.

14. Disclaimers; No Warranties.

14.1 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 ACKNOWLEGE THAT AS USED IN THIS SECTION 14, THE TERM SCRIBD INCLUDES SCRIBD’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS. 

14.2 “As is” and “As available” and “With All Faults”.

YOU EXPRESSLY AGREE THAT THE USE OF THE SCRIBD PLATFORM IS AT YOUR SOLE RISK.  THE SCRIBD PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT (INCLUDING COMMERCIAL CONTENT), REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SCRIBD PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

14.3 Platform Operation and User Content.

SCRIBD, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT (INCLUDING COMMERCIAL CONTENT), FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SCRIBD PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

14.4 Accuracy.

SCRIBD, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SCRIBD PLATFORM OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

14.5 Harm to Your Computer.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SCRIBD PLATFORM OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING WITHOUT LIMITATION YOUR COMPUTER SYSTEM OR PORTABLE DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

14.6 Uploaded Content.

THE SECURITY MEASURES USED TO PROTECT USER CONTENT USED BY SCRIBD HEREIN ARE USED IN CONJUNCTION WITH THE USER CONTENT “AS-IS” AND WITH NO ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

15. Limitation of Liability and Damages.

15.1 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 (INCLUDING USER CONTENT AND COMMERCIAL CONTENT) ON THE SCRIBD PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH SCRIBD, EVEN IF SCRIBD OR AN SCRIBD AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 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 TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

15.3 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.

15.4 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.

15.5 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.

16. United States Export Controls.

You shall comply with all export control laws, regulations, and restrictions of the United States and applicable sovereign agency or authority regarding the export, reexport, transfer, release and/or access of items subject to control, including but not limited to technical data, technical assistance, technology, software, source code, or any direct product.  This includes, but is not limited to, obtaining all required licenses and authorizations from the appropriate 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.  As these laws prohibit the release or access of technical data controlled under the ITAR to foreign persons, you are prohibited from posting 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.

17. Miscellaneous.

17.1 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.

17.2 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.

17.3 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.

17.4 Jurisdiction.

You agree that any action at law or in equity arising out of or relating to these Terms or Scribd will be filed only in the state or federal courts in and for Santa Clara County, California, and You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

17.5 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.

17.6 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.

17.7 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 6-17.

17.8 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.

17.9 Entire Agreement.

These Terms (including all Guidelines and terms incorporated herein) 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 4 above.

17.10 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.

17.11 Disclosures.

The services are offered by Scribd Inc., located at: Scribd.com, 539 Bryant Street, Suite 200, San Francisco, CA 94107, 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.