Scribd, Inc.

Global Terms of Use

LAST UPDATED: 8 March 2024

1.0 Acceptance of the Terms.

These Global Terms of Use (“Terms”) govern Your use of websites (“Sites”), mobile applications
(“Apps”), software, content, and all products and services (collectively, the “Services”) provided
by Scribd, Inc. (“the Company”, “We”, “Our”, or “Us”), including Everand™, Scribd®, and
Slideshare®, which are all wholly-owned subsidiaries of the Company. The following additional
terms, policies, guidelines, agreements, and rules (the “Guidelines”) are expressly incorporated
herein and form a binding part of these Terms as if reproduced fully herein:

1. Scribd, Inc. Global Privacy Policy (https://scribd.com/privacy)

2. Everand Subscriber Agreement (https://support.scribd.com/hc/articles/210129486)
3. Uploader Agreement for Scribd and Slideshare
(https://support.scribd.com/hc/articles/210129466)
4. Prohibited Activity and Content Notice (https://support.scribd.com/hc/articles/210129166-
Prohibited-Activity-and-Content)
5. Gift Subscription Terms and Conditions
(https://support.scribd.com/hc/articles/210129546)

BY REGISTERING FOR, ACCESSING, BROWSING, POSTING TO, DOWNLOADING FROM,

SIGNING UP TO, SUBSCRIBING TO, OR USING ANY OF THE SERVICES THAT WE
PROVIDE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND
AGREE TO BE BOUND BY, ALL RULES, TERMS, CONDITIONS, GUIDELINES,
RESTRICTIONS, AND NOTICES IN THE GLOBAL TERMS OF USE.

PLEASE READ THESE TERMS CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE
AND SERVICES, PARTICULARLY SECTION 15, WHICH AFFECTS YOUR RIGHTS IN THE
EVENT OF A DISPUTE BETWEEN US.

We reserve all rights not expressly granted in these Terms. If You do not agree to these Terms
Of Use, then You may not use the Services.

2.0 Definitions
An “Account” refers to a basic Scribd or Slideshare account maintained by an individual person
or a single entity (“You”, “Your”, “User”, or, collectively, “Users”). A “Subscription” refers to any
paid subscription that allows Users to access exclusive premium content (“Subscription
Content”) during the Subscription period through Everand™.
3.0 Jurisdiction
Our Operations are based in the United States. If You are located in the greater European
Economic Area (“EEA+”) or the United Kingdom (“U.K.”), then these terms are an agreement
between You and Scribd Netherlands B.V. If You are not located in the EEA+ or the U.K., then
these terms are an agreement between You and Scribd, Inc. For the purposes of these Terms,
Scribd, Inc. and Scribd Netherlands B.V. are collectively referred to as “Scribd, Inc.” or “the
Company.”

The Services may not be appropriate or available for use in some jurisdictions outside of the
United States. If You use the Services, You do so at Your own risk, and You are responsible for
complying with local laws, rules, and regulations. We may limit availability of the Services, in
whole or in part, to any person, geographic area, or jurisdiction we choose, at any time, and in
our sole discretion.

4.0 Your Eligibility to Use the Services

You must be at least 13 years old to use the Services. If You are under 18, You represent that
You have Your parent or guardian’s permission to use the Services. If You are a parent or legal
guardian of a user under the age of 18, by allowing Your child to use the Services, You are
subject to the terms of this Agreement and responsible for Your child’s activity when using the
Services.

The Services are not available to Users whose access to any Service was administratively
suspended or revoked.

If You are using or opening an Account or Subscription on behalf of a company, legal entity, or
organization (collectively, “Entity”), then You represent and warrant that You are an authorized
representative of that Entity with the authority to bind the Entity to these Terms; and agree to be
bound by these Terms on behalf of the Entity. In that case, “You” and “Your” will refer to the
Entity.

BY USING THE SERVICES, YOU REPRESENT THAT You meet the eligibility requirements in
this Section. In any case, You affirm that You are at least 13 years old.

5.0 Your Personal Information and Privacy

Your privacy and the security of Your Personal Information is extremely important to Us. We
take significant technical and organizational measures to protect Your Personal Information.
Please read the Global Privacy Policy carefully for information on how we collect, use, and
disclose Your personal information.

You acknowledge and agree that Your use of the Services is subject to the Global Privacy
Policy. You acknowledge and agree that all information You provide to Us is true, accurate, and
complete; that You are solely responsible for the accuracy of Your information; and that
evidence of inaccurate account information may lead to the suspension or termination of Your
Account and/or Subscription. You agree to not disclose Your passwords to anyone and that You
are responsible for all activities that occur under Your Account and/or Subscription, whether or
not You are aware of them when they occur. If You have reason to believe that Your Account
and/or Subscription is no longer accurate or secure, then You agree to immediately notify Us via
the Help Center (https://support.scribd.com) or by email at [email protected].

6.0 Intellectual Property

We respect the intellectual property rights of authors, publishers, and creators, and we expect
our Users to comply with all applicable intellectual property laws. It is Our policy to comply with
the United States Digital Millennium Copyright Act (17 U.S.C. §512) and to terminate Account
holders who repeatedly infringe, or are believed to repeatedly infringe, intellectual property
rights. Scribd’s copyright-related policies and procedures are further described in the Help
Center.

The Company's trademarks, logos, service marks, and trade names (collectively, the
“Trademarks”) displayed on the Sites and Apps are registered and unregistered trademarks of
Scribd, Inc. and may not be used in connection with products or services that are not related to,
associated with, or sponsored by the Company. All Trademarks not owned by the Company, if
they appear anywhere within any of the Services, are the property of their respective owners.

7.0 License Grants.

7.1 License Grants to Mobile Applications.

Subject to Your compliance with these Terms, the Company grants to You a limited, non-
exclusive, non-transferable, freely revocable license to download and install a copy of any App
provided by the Company 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, and to make a
reasonable number of backup copies of the App. Except as expressly permitted in these Terms,
You may not: (i) copy, modify or create derivative works based on the Apps; (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. The Company reserves all rights in and to the App not expressly
granted to You under these Terms.

7.2 License Grant to Download User-Generated Content.

Subject to Your compliance with these Terms, the Company grants to You a limited, non-
exclusive, non-transferable, freely revocable license to view, download (including, without
limitation, to a portable device), print, and have printed select user-generated content (“UGC”,
“Content”, or “User Content”) for personal use, except as the Company may restrict or block at
the request of the uploader or on its own initiative. UGC does not include Subscription Content
published through Everand (as defined in the Everand Subscriber Agreement).

8.0 Content Disclaimers

You understand and acknowledge that the content that You receive from the Services is
intended for information and entertainment purposes only; it does not constitute legal, financial,
professional, educational, medical, or healthcare advice or diagnosis and cannot be used for
such purposes. You understand and acknowledge that when using the Services You will be
exposed to content from a variety of sources, and You agree the Company 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 do waive, any legal or
equitable rights or remedies You have or may have against the Company with respect thereto.
The Company does not endorse any content or any opinion, recommendation, or advice
expressed therein, and expressly disclaims any and all liability in connection with such content.
If notified of content that allegedly does not conform to these Terms, the Company 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. The Company does not permit
activities that infringe intellectual property rights or privacy rights on any of the Services.

Content provided through the Services may include links or references to other web sites or
services solely as a convenience to Users (“Reference Sites”). Unless otherwise expressly
stated by the Company, the Company 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 Services are solely between You and such advertisers.
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.

9.0 Prohibited Conduct.

It is Our goal to create an experience where anyone can read or listen to books and other
creative works in a comfortable and safe environment. We have developed rules that are
designed to help achieve this goal. In addition to the general rules below, additional restrictions
are enumerated in the Prohibited Activity and Content Notice. We reserve the right to, in our
sole discretion, determine and decide whether, and to what extent, a rule has been broken. The
Company reserves the right to exercise whatever lawful means it deems necessary to prevent
unauthorized or prohibited uses of the Services.

9.1(a) By using the Services, You agree not to:

● Use the Services if You are under the age of thirteen (13) years old;
● Use the Services 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;

● Use the Services for any purpose other than to post, receive, and engage with original
and/or appropriately licensed content, and to add Descriptive Information to original
content;

● Impersonate any person or Entity, falsely claim an affiliation with any person or Entity,
forge another persons’ digital signature, misrepresent the source, identity, or content of
information transmitted via the Services, or perform any other similar fraudulent activity;

● Access the Accounts and/or Subscriptions of others without permission;

● Delete, modify, or alter the copyright or other proprietary rights notices provided by the
Services or associated with any content available via the Services;

● Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other
Users of the Services;

● Defame, harass, abuse, menace, threaten or defraud Users of the Services;

● Collect, or attempt to collect, personal information about Users or third parties without
their consent;

● Remove, circumvent, disable, damage or otherwise interfere with rights enforcement and
other security-related features that prevent or restrict use or copying, printing, storing,
transferring, or sharing of any content accessible through the Services, or features that
enforce limitations on the use of the Services or any content available via the Services;

● Reverse engineer, decompile, disassemble or otherwise attempt to discover the source

code or any part of the Sites, Apps, and/or Services, except and only to the extent that
such activity is expressly permitted by applicable law notwithstanding this limitation;

● Modify, adapt, translate or create derivative works based upon works provided through
the Services, or any part thereof, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation;

● Restrict, intentionally interfere with or damage the operation of the Services 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;

● Use any robot, spider, scraper, or other automated means to access the Services, or
copy, print, access, store, transfer, or share any content accessible through the
Services, for any purpose or to bypass any measures the Company may use to prevent
or restrict access, or the ability to copy, print, access, store, transfer, or share content;
 ● Forge headers or otherwise manipulate identifiers in order to disguise the origin of any
content transmitted through the services;

● Misuse any reporting, flagging, complaint, dispute, or appeals process, including by

making groundless, vexatious, or frivolous submissions;

● Interfere with or disrupt servers or networks related to the operation of the Services, or
disobey any requirements, procedures, policies or regulations of networks connected to
the Services;

● Clone, copy, duplicate, or create a database of the Services by systematically

downloading and storing all or any content provided through the Services;

● Run contests, sweepstakes, or other similar events on or through the Services without
Our prior written permission;

● Access, post, or download content from or within a country or territory subject to

comprehensive sanctions in the United States; or

● Use any portion of any content provided through the Services for the purposes of
training a large language model.

9.1(b) By using the Services, You agree not to upload, post, distribute, or
otherwise make available through the Services:
● Any Content and/or Descriptive Information that is, or may be, defamatory, libelous,
tortious, or inaccurate;

● Any Content and/or Descriptive Information that is, or may be illegal or unlawful;

● Any unsolicited advertising, promotional materials, or other solicitation materials, bulk

commercial advertising (spam), chain mail, informational announcements, charity
requests, and petitions for signatures;

● Any Content and/or Descriptive Information that a reasonable person could deem to be
objectionable, offensive, indecent, pornographic, invasive of another’s privacy,
harassing, threatening, menacing, embarrassing, distressing, hateful, racially or
ethnically offensive, or otherwise inappropriate;

● Any Content and/or Descriptive Information that would give rise to criminal or civil liability;
that encourages conduct that constitutes a criminal offense; or that encourages or provides
instructional information about illegal activities or activities;

● Any image, whether photographic or artistic (including computer-generated imagery), of

a person under the age, or apparently under the age, of 18 in a state of undress, or
otherwise posed or presented in a lewd, lascivious, provocative, or titillating manner;

● Any lewd or lascivious imagery of unclothed persons of any age;

 ● Any Content and/or Descriptive Information that infringes any person’s legal right to
privacy or publicity;

● Any Content and/or Descriptive Information that is designed to aid search engine
optimization, or other Content that in the Company’s sole opinion detracts from the User
experience;

● Any Content and/or Descriptive Information that is determined to violate one or more
conditions of Prohibited Activity and Content notice.

10.0 Termination; Terms of Use Violations.

10.1 Scribd and Slideshare

You agree that We, at Our sole discretion, for any or no reason, and without penalty, may
terminate any Account (or any part thereof) You may have with the Company or Your use of the
Services and remove and discard all or any part of Your Account and/or Subscription, 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. We may
also, in Our sole discretion, and at any time, discontinue providing access to the Services, or
any part thereof, with or without notice. You agree that any termination of Your access to the
Services or any Account and/or Subscription You may have or portion thereof may be effected
without prior notice, and You agree that the Company 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 the Company may have at law or in equity.

10.2 Everand

We will not terminate Your Everand Subscription for inactivity if You continue to pay
Subscription Fees. Please see the Everand Subscriber Agreement for additional terms
applicable to the cancellation of Your Subscription.

10.3 How to Cancel Your Account or Subscription and Terminate this Agreement

You can cancel Your Account and/or Subscription through Your Account settings; or by sending
a cancellation request to Our Customer Support team via the Help Center or at
[email protected]. You can terminate these Terms at any time by canceling all of Your
Accounts and Subscriptions and discontinuing Your uses of the Services. Your only remedy with
respect to any dissatisfactions with (i) the Company, (ii) the Services, (iii) any term of these
Terms, (iv) any policy or practice of the Company, or (iv) any Content or information transmitted
through the Services, is to cancel Your Accounts and Subscriptions and to stop using the
Services.
10.4 The Effects 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 will automatically terminate and the following provisions
will survive: “The Effects of Cancellation or Termination,” “Our Proprietary Rights,”
“Indemnification,” “Disclaimers; No Warranties,” “Limitation of Liability and Damages,” “Dispute
Resolution,” “Miscellaneous,” and “Claims.”

11.0 Our Proprietary Rights

The visual interfaces, graphics, design, compilation, information, computer code (including
source code and object code), products, and all other elements of the Services provided by the
Us (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. We acknowledge that You retain ownership of any
Content and Descriptive Information that You post on Scribd and/or Slideshare, subject however
to Your grant to the Company of a perpetual, irrevocable, royalty-free, worldwide, nonexclusive
license to reproduce, store, distribute, publicly display, and adapt them for use in conjunction
with the operations of the Services. All Materials contained on the Services are the property of
the Company or its subsidiaries or affiliated companies and/or third-party licensors. All
trademarks, service marks, and trade names are proprietary to the Company or its affiliates
and/or third-party licensors. Except as expressly authorized by the Company, 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 Services.
The Company reserves all rights not expressly granted in these Terms.

12.0 Indemnification
You agree to indemnify, save, and hold Us, Our affiliated companies, contractors, employees,
agents and Our 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
Services, any violation by You of these Terms, or any breach of the representations, warranties,
and covenants made by You herein. We reserve the right, at Your expense, to assume the
exclusive defense and control of any matter for which You are required to indemnify Us, and
You agree to cooperate with Our defense of these claims. We will use reasonable efforts to
notify You of any such claim, action, or proceeding upon becoming aware of it.

13.0 Disclaimers; No Warranties

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE
COMPANY, 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 THE COMPANY OR THROUGH
THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU
EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 13, THE TERM THE
COMPANY INCLUDES THE COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

14.0 Limitation of Liability and Damages

14.1 Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL

THE COMPANY 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 SERVICES OR ANY REFERENCE
SITES, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY
OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

14.2 Limitation of Damages

IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY 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 SERVICES OR YOUR
INTERACTION WITH OTHER USERS OF THE SERVICES (WHETHER IN CONTRACT, TORT
INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID
BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE THREE (3) MONTHS
IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS,
WHICHEVER IS GREATER.

14.3 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 THE COMPANY AND RECEIVED THROUGH OR ADVERTISED ON THE SERVICES
OR RECEIVED THROUGH ANY REFERENCE SITES.

14.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS OFFERED ITS PRODUCTS
AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE
UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH
HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET
FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN
YOU AND THE COMPANY, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS
OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN
BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT BE ABLE TO
PROVIDE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT
THESE LIMITATIONS.

14.5 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.

15.0 Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

15.1 Governing Law

For the Company’s customers, these Terms will be governed and construed in accordance with
the laws of the State of California, without giving effect to any principles of conflicts of law. For
customers of Scribd México S.A. de C.V., these Terms will be governed and construed in
accordance with the laws of the United Mexican States (México). For customers of Scribd
Netherlands B.V., these Terms will be governed and construed in accordance with the laws of
the Netherlands.
15.2 Informal Dispute Resolution Procedure

If a Dispute (as defined below) arises between Us, We are committed to working with You to try
to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree
that they will first use good faith efforts to settle the Dispute informally and directly through
consultation and negotiations before initiating any formal dispute resolution proceeding in
arbitration or otherwise. Such informal resolution requires first sending a written description of
the dispute to the other party. For any Dispute You initiate, You agree to send the written
description of the Dispute along with the email address associated with Your account, if
applicable, to Scribd, Inc., 460 Bryant Street, Ste. 300, San Francisco, CA 94107, and to
[email protected]. The written description must be on an individual basis and provide, at
minimum, the following information: Your name and contact information; a description of the
nature or basis of the claim or dispute; the specific relief sought; and proof of Your relationship
with Us. Unless the parties agree to extend the period for informal resolution, if the Dispute is
not resolved within sixty (60) days after receipt of the written description of the Dispute, You and
the Company agree to the further Dispute resolution provisions below.

The informal dispute resolution procedure in this section 15.2 is a prerequisite and condition
precedent to commencing any formal dispute resolution proceeding. The parties agree that any
relevant limitations period and filing fees or other deadlines will be tolled while the parties
engage in this informal dispute resolution procedure.

15.3 Mutual Arbitration Agreement

If the informal dispute resolution procedure does not lead to resolution, then either party may
initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein)
subject to the terms set forth below and the applicable National Arbitration and Mediation
(“NAM”) rules. If You are initiating arbitration, a copy of the demand shall also be emailed to
[email protected]. If You have an account with Us, any demand filed by You initiating arbitration
must include the email address You used to log onto any of Our Services, as well as any other
identifying information associated with that account that is controlled by You.

You and the Company agree that the terms of this Section 15 (collectively the “Arbitration
Agreement”) govern any and all disputes between Us including but not limited to claims arising
out of or relating to any aspect of the relationship between Us, the Terms, or Your use of the
Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal
theory (each a “Dispute” and collectively “Disputes”).

The parties further agree that the determination of the scope, enforceability, or applicability of
this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of
this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any
dispute regarding the payment of administrative or arbitrator fees (including the timing of such
payments and remedies for nonpayment) will be resolved exclusively by final and binding
arbitration in accordance with this Section 15.
The only matters excluded from this Arbitration Agreement are the litigation of certain
intellectual property and small court claims, as provided below.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the
parties and is applicable to unfiled claims that arose, were asserted, or involve facts
occurring before the existence of this Arbitration Agreement or any prior agreement as
well as claims that may arise after the termination of this Arbitration Agreement, in
accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving
interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§
1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party
retains the right to (i) elect to have any claims resolved in small claims court on an individual
basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what
forum the filing party initially chose; (ii) bring an action in state or federal court to protect its
intellectual property rights (“intellectual property rights” in this context means patents,
copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary
information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory
judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding
whether a party’s claims are time-barred or may be brought in small claims court. Seeking such
relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed
arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed
pending the outcome of such action.

15.4 Class Arbitration and Collective Relief Waiver

YOU AND THE COMPANY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM
EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SECTION 15.7
BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY
AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD
RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO
THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM.
NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION
INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF THE
COMPANY PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this subpart (15.4) and subparts (15.7) and (15.8) below, if any part of this
Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts
with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and
shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or
conflicting provision were not contained herein. If, however, this subpart (15.4) or subparts
(15.7) or (15.8) are found to be invalid, unenforceable or illegal, then the entirety of this
Arbitration Agreement shall be null and void, and neither You nor the Company shall be entitled
to arbitrate their Dispute.

15.5 Arbitration Rules

The arbitration will be administered by NAM and conducted before a single arbitrator in
accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute
Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer
and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the
time any demand for arbitration is filed with NAM, excluding any rules or procedures governing
or permitting class or representative actions. The applicable NAM rules and procedures are
available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial
Dept at [email protected].

15.6 Arbitration Location and Procedure

For all U.S. residents, the arbitration shall be held (i) at a location determined under the
applicable NAM rules and procedures that is reasonably convenient for You and is no more than
100 miles from Your home or place of business; or (ii) at another location You and we agree
upon. For non-U.S. residents, the arbitration shall be held in San Francisco, California (unless
otherwise agreed by the parties). The parties agree that California law shall apply consistent
with the FAA, that applicable statutes of limitations shall apply, and that claims of privilege
recognized at law shall be honored. The arbitrator or arbitration body shall be empowered to
grant whatever relief would be available in a court under law or in equity. The arbitrator has the
right to impose sanctions in accordance with the NAM rules and procedures for any frivolous
claims or submissions the arbitrator determines have not been filed in good faith, as well as for
a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this
Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and You do not seek injunctive or
declaratory relief, then the arbitration will be conducted solely on the basis of documents You
and the Company submit to the arbitrator, unless the arbitrator determines that a hearing is
necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or
seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine)
to hold a hearing, which shall be via videoconference or telephone conference unless the
parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will
have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve
or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will
be confidential and closed to the public and any parties other than You and the Company (and
each of the parties’ authorized representatives and agents), and all records relating thereto will
be permanently sealed, except as necessary to obtain court confirmation of the arbitration
award (provided that the party seeking confirmation shall seek to file such records under seal to
the extent permitted by law).

15.7 Mass Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or
more similar arbitration demands (those asserting the same or substantially similar facts or
claims, and seeking the same or substantially similar relief) presented by or with the assistance
or coordination of the same law firm(s) or organization(s) are submitted to NAM against the
Company (a “Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 10
demands per batch (to the extent there are fewer than 10 arbitration demands left over after the
batching described above, a final batch will consist of the remaining demands) with only one
batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each
demand within the batch (the same arbitrator may preside over multiple demands in a batch if
the relevant claimants and the Company so agree); (iii) to accept applicable fees, including any
related fee reduction determined by NAM in its discretion; (iv) that no other demands for
arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior
batch of 10 is filed, processed, and adjudicated; (v) that fees associated with a demand for
arbitration included in a Mass Filing, including fees owed by the Company and the claimants,
shall only be due after Your demand for arbitration is included in a set of batch proceedings and
that batch is properly designated for filing, processing, and adjudication; (vi) that the staged
process of batched proceedings, with each set including 10 demands, shall continue until each
demand (including Your demand) is adjudicated or otherwise resolved; and (vii) to make good
faith efforts to resolve each batch of demands within 180-days to the extent possible, failing
which any of the claimants or the Company may cease arbitration and file in a court of
competent jurisdiction.

Arbitrator selection for the demands in each batch shall be conducted to the greatest extent
possible in accordance with the applicable NAM rules and procedures for such selection, and
the arbitrator will determine the location where the proceedings for each demand within a batch
will be conducted.

You agree to cooperate in good faith with the Company and the arbitration provider to
implement such a “batch approach” or other similar approach to provide for an efficient
resolution of claims, including the payment of combined reduced fees, set by NAM in its
discretion, for each batch of demands. The parties further agree to cooperate with each other
and the arbitration provider or arbitrator to establish any other processes or procedures that the
arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any
disagreement between the parties as to whether this provision applies or as to the process or
procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This
“Batch Arbitration” provision shall in no way be interpreted as increasing the number of
demands necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute
Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless the
Company otherwise consents in writing, the Company does not agree or consent to class
arbitration, private attorney general arbitration, or arbitration involving joint or consolidated
claims under any circumstances, except as set forth in this subpart (15.7). If Your demand for
arbitration is included in the Mass Filing, Your claims will remain tolled until Your demand for
arbitration is decided, withdrawn, or is settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as
it applies to a Mass Filing. If the batching provision in this subpart (15.7) or the engagement of a
mediator in subpart (15.8) is found to be invalid, unenforceable or illegal, then the entirety of this
Arbitration Agreement shall be null and void, and neither You nor the Company shall be entitled
to arbitrate any claim that is a part of the Mass Filing.

15.8 Mediation Following First Batch in a Mass Filing

Following the determination of the first batch of demands, the parties will enlist a NAM mediator
to attempt to resolve the remaining demands within a reasonable time frame (the “Mediation
Period”). The NAM mediator may be selected from a group of five (5) mediators initially
proposed by NAM, with the Company and the remaining claimants’ counsel being able to strike
one mediator each and then rank the remaining mediators and the highest collectively ranked
mediator being selected. The selected mediator will try to facilitate a resolution of the remaining
demands in the Mass Filing. If the parties are unable to resolve the outstanding demands during
the Mediation Period, and cannot agree on a methodology for resolving them through further
arbitrations, either the Company or any remaining claimant may opt out of the arbitration
process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-
out will be provided in writing within 60 days of the close of the Mediation Period. If neither the
Company nor the remaining claimants opt out and they cannot agree to a methodology for
resolving the remaining demands through further arbitration, the arbitrations will continue with
the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order
determined by the sequential numbers assigned to demands in the Mass Filing.

15.9 Arbitrator’s Decision

The arbitrator shall issue a written reasoned decision in accordance with the applicable NAM
rules and procedures. Judgment on the arbitration award may be entered in any court having
jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an
individual basis and to grant, on an individual basis, any non-monetary remedy or relief
available to an individual to the extent available under applicable law, the arbitral forum’s rules,
and this Arbitration Agreement. The parties agree that the damages and/or other relief must be
consistent with the terms of the “Limitation of Liability and Damages” section of these Terms as
to the types and the amounts of damages or other relief for which a party may be held liable. No
individual arbitration award or decision will have any preclusive effect as to issues or claims in
any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be
available to the prevailing party in the arbitration if authorized under applicable substantive law
governing the claims in the arbitration.
15.10 Fees

If You are able to demonstrate that the costs of arbitration will be prohibitive as compared to the
costs of litigation, the Company will reimburse any filing and hearing fees in excess of $250 that
the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless
of the outcome of the arbitration, unless the arbitrator determines that Your claim(s) were
frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may
be imposed upon You consistent with the Arbitrator’s Rules and the standard for sanctions set
forth in Federal Rule of Civil Procedure 11. You are responsible for Your own attorneys’ fees
unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this
Arbitration Agreement.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any
administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including
as specified in subpart (vi)) provided that such modification does not increase the costs to You,
and You further agree that You waive any objection to such fee modification. The parties also
agree that a good-faith challenge by either party to the fees imposed by NAM does not
constitute a default, waiver, or breach of this Arbitration Agreement while such challenge
remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that
any and all due dates for those fees shall be tolled during the pendency of such challenge.

15.11 Thirty Day Right to Opt Out

You have the right to opt out and not be bound by the Arbitration Agreement by sending a
written notice of Your decision to opt out to [email protected] with the subject line,
“ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of (i) 17 February
2024; or (ii) Your first use of the Services, whichever is later. Otherwise, You shall be bound to
arbitrate disputes in accordance with the terms of these paragraphs. If You opt out of the
Arbitration Agreement, You may exercise Your right to a trial by jury or judge, as permitted by
applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the
Arbitration Agreement will not apply to claims not yet filed. If You opt out of the Arbitration
Agreement, and the Company also will not be bound by it.

15.12 Changes

The Company will provide thirty (30) days’ notice of any material changes to this “Dispute
Resolution” section. Any such changes will go into effect 30 days after the Company provides
notice and will apply to all claims not yet filed regardless of when such claims may have
accrued. If the Company changes this “Dispute Resolution” section after the date You first
accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration
Agreement), You agree that Your continued use of the Service 30 days after such change will
be deemed acceptance of those changes.
16.0 Miscellaneous; Assignment; Merger
This Agreement does not create any partnership, joint venture, employer-employee, principal-
agent, or franchisor-franchisee relationship between You and Us. 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 the Company without restriction. Any assignment attempt
made in violation of these Terms shall be void. 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. You agree that a printed version of this
Agreement and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained in printed
form.

Our failure 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 an authorized agent of the Company. 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 6-16.

These Terms (including all Guidelines, Notices, and Terms incorporated herein), are the entire
agreement between You and the Company 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 the Company as set forth in Section 20.0. 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.

17.0 Claims
YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR
RELATED TO THE COMPANY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE
CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS
PERMANENTLY BARRED.

18.0 Promo Codes

Please refer to Section 7 of the Everand Subscriber Agreement.

19.0 Gift Subscriptions.

Please refer to the Gift Subscription Terms and Conditions.
20.0 Changes to the Agreement
We may occasionally update these Terms and Our other Agreements and Guidelines. We will
notify You, as required by applicable laws, whenever We make material changes to these
Terms. We encourage You to review these Terms, and all Guidelines, periodically to keep Your
self aware of any changes. Changes to this Agreement will take effect immediately after We
post it to https://scribd.com/terms. You can determine when We last changed this Agreement by
referring to the “LAST UPDATED” legend above. You acknowledge that Your use of the
Services following changes to these Terms will constitute Your acceptance of those changes;
provided, however, any material change to this Agreement shall not apply retroactively to any
claim or dispute between You and Us in connection with this Agreement that arose prior to the
“LAST UPDATED” date applicable to that version of this Agreement. This Agreement may not
reflect pending or recent legislation.

21.0 How to Contact Us

We welcome Your questions about our Terms by email at [email protected] or by post at:
Scribd, Inc. 460 Bryant Street, Suite 300, San Francisco, CA 94107-2594. We respond to all
inquiries within 30 days. 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.