PLEASE READ THIS UPLOADER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING

CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO USERS OF SCRIBD.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH, OR DISTRIBUTE, USER
CONTENT ON SCRIBD.

1. EliAgreement, Scribd hereby authorizes You to upload and distribute authorized

digital content, including electronic documents. User Content is uploaded at Your
own risk. Notwithstanding anything to the contrary herein, Scribd neither
guarantees against unauthorized copying or distribution of User Content nor will
Scribd be liable for any unauthorized copying or usage of the User Content.

5. Prohibited Uses.
Your authorization to use Scribd for the uploading and distribution of User Content
is subject to the following restrictions:

(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create
derivative works from, resell, profit from, or otherwise exploit content accessed
on the Site and App, other than as permitted by Scribd; or

(ii) You may not act in any way that violates Scribd's Terms of Use, Prohibited
Activity and Content Notice, any other Guidelines, or any other agreement between
Scribd and Yourself, or engage in any action or practice that disparages or
devalues Scribd’s reputation or goodwill.

You acknowledge that any attempted or actual violation of any of the foregoing is a
material breach of this Agreement and that Scribd may pursue any and all applicable
legal and equitable remedies against You, including an immediate suspension of Your
account or termination of this Agreement, and the pursuit of all available civil or
criminal remedies.

6. Grant of License to Scribd.

By uploading User Content to Scribd, 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, monetize, charge money
for, restrict access to view, restrict access to download, advertise against, and
otherwise exploit Your User Content, in any media formats and through any media
channels, 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. You grant Scribd the right
to restrict access to view or to download your content (for example, without
limitation, to paying users) and to charge users for access to your content,
subject to certain configuration options provided to you by Scribd. Subject to the
terms and limitations set forth herein, you may terminate this grant of license to
Scribd as to any specific piece of User Content by removing or deleting that piece
of User Content from the Services; provided, however, that it is understood and
agreed that Scribd may retain a copy of any User Content as necessary for legal or
archival purposes.

7. Grant of License to Other Scribd Users.

By uploading User Content to Scribd, you hereby grant to each User who 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 such User at
least a limited, non-exclusive, license to view, download (including, without
limitation, download to a portable device, but subject to download restrictions
either made by Scribd or by you), print and have printed such User Content for
personal use in the manner contemplated by this Agreement and the Services The
foregoing license granted by You terminates as to a specific piece of User Content
once You remove or delete such User Content from Scribd, provided that User rights
to such User Content arising out of distributions occurring on or prior to deletion
of such User Content from the Services survive any termination or expiration of the
license granted in this section 7.

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

9. Confidentiality.
You agree not to disclose the Confidential Information of Scribd without Scribd’s
prior written consent. For the purposes of this section, “Confidential
Information” includes without limitation: (a) software, technology, specifications,
guidelines, documentation or other materials relating to Scribd; and (b) any other
information designated by Scribd as "confidential" or an equivalent designation,
whether orally or in writing.

10. Term and Termination.

10.1 Term. The term of this Agreement will begin on the date You upload Your User
Content and will continue until terminated in accordance with the provisions set
forth in this Section 10 (the “Term”).

10.2 Termination. Scribd may, at its discretion and without cause, liability, or
prior notice to You, immediately terminate this Agreement, Your Scribd Account, or
suspend Your Scribd upload privileges at any time. You may terminate this
Agreement either by cancelling your Scribd Account and removing the content, or by
providing Scribd with written notification of intended termination through
electronic mail at support@scribd.com. This Agreement will be deemed terminated by
You fifteen (15) business days after Scribd’s receipt of such notification.

10.3 Effect of Termination. Upon termination of this Agreement, any provision

which, by its nature or express terms, should survive will survive such termination
or expiration.

10.4 Retiring User Content. If You choose to remove or delete Your User Content
from Scribd it will not be available to Users following the date of such removal or
deletion (the “Deletion Date”). Users who have downloaded offline copies of Your
User Content (including, without limitation to Scribd’s Mobile Applications), may
continue to access that content.

11. Your Representations and Warranties.

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

(i) all of the information that You provide to Scribd under this Agreement is
current and accurate;

(ii) 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 in the manner permitted herein;

(iii) Your User Content does not and will not slander, defame, or libel any other
party, violate any other party’s publicity rights or trade secret rights, be
obscene, or otherwise unlawful;

(iv) Your User Content does not and will not violate Scribd's General Terms of Use,
Prohibited Activity and Content Notice, or any other policy governing User Content
or User behavior;

(v) You have not entered into any other agreement that is in conflict with the
terms of this Agreement;

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

(vii)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; and

(viii) no claim has been asserted nor have any proceedings been instituted by any
third party against You or Your predecessors in title for the infringement of
intellectual property rights in Your User Content.

12. Scribd Disclaimer of Warranties.

In addition to the warranties disclaimed in the General Terms of Use, Scribd
expressly disclaims any warranty that the security measures used to protect User
Content used by Scribd herein will be effective. Scribd makes 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.

13. Relationship of the Parties; Remedies Cumulative.