Terms and Conditions of Use

* Description of the Website and Membership
* General Acknowledgements and Agreements
* Use of Works
* Restrictions
* Notification of Claims of Infringement
* Management and Operation of the Website
* Credits and Payments
* Membership Account
* Representations and Warranties
* Indemnification
* Limitations and Disclaimer
* Term and Termination
* Effect of Termination
* Suspension
* Miscellaneous

THIS WILL PROBABLY BE THE LEAST EXCITING PAGE OF CONTENT ON SCRIBAT. IT IS HOWEVER ONE OF THE MOST IMPORTANT. IT DESCRIBES YOUR RIGHTS AND OBLIGATIONS AS A BUYER AND A CONTRIBUTOR. PLEASE READ IT CAREFULLY AND CHECK BACK OCCASIONALLY FOR CHANGES. BY USING THE SITE, YOU AGREE TO THE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) .

This Agreement governs your use of the Scribat.com website, including, without limitation, the uploading and downloading of text or other submitted content (“Content”) onto or from the Scribat.com website, access to web logs and forums, and any and all services offered through the Scribat.com website (the Scribat.com website, together with all of the foregoing uses and services, to be hereinafter referred to as the “Website”).

1. Description of the Website and Membership The Website provides, among other things, an online marketplace for uploading and downloading Content. The Website is divided into two sections: The public section allows all visitors, among other things, to view Content available on the Website, to search for Content on the Website, and to register to become Members. The private section, which is only accessible to registered Members, also offers the ability to upload and download Content onto and from the Website and to access accounts on the Website (“Membership Accounts”).

2. General Acknowledgements and Agreements Scribat shall have the right, in its sole discretion, to amend the terms and conditions of this Agreement, in whole or in part, at any time, and any such changes shall be effective immediately upon member notification and publication of such changes on the Website. Your continued use of the Website after such a change constitutes your acknowledgement and acceptance of the terms and conditions of this Agreement. Services on the Website are available only to, and may only be used by individuals who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Website are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all uses of the Website. Your Membership Account on the Website may not be sold or otherwise transferred to another person or entity. If your use of the Website is on behalf of an entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

3. Use of Works You may only upload or copy Works to or from the Website in accordance with the terms and conditions of this Agreement. You acknowledge and agree that Scribat or its licensors retain all ownership rights in and to the Works, and that such Works are covered and protected by copyright, trademark and other intellectual property rights of Scribat or its licensors.

4. Restrictions You agree not to upload or post onto the Website, or use the Website to transfer, any Work or other material or content that is covered or protected by copyright, trademark or other intellectual property rights unless you own or control such rights or have received all necessary consents. This includes Works whose rights have already been sold or transferred and Works that have already been licensed for use. Scribat does not permit copyright infringment and infringement of intellectual property rights on its website, and will remove all Works if properly notified that such Work infringes on another's intellectual property rights. Scribat reserves the right to remove Works without prior notice. Scribat will terminate a user's access to its Website if the user is determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity at least once and/or has had a user submission removed from the Website. You shall not upload or post onto the Website, or use the Website to transfer, any Work or other material or content that is libelous or slanderous or otherwise defamatory, obscene or indecent. Scribat reserves the right to decide whether any Work is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. Scribat may remove any such Work and/or terminate a user's access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.

5. Notification of Claims of Infringement If you are a copyright owner or an agent thereof and believe that any user Work or other content infringes upon your copyrights, you may submit a notification providing us with the following information in writing
(i) Identification of the copyrighted work claimed to have been infringed;
(ii) Information that allows Scribat to contact you, such as an address, telephone number, and, if available, an electronic mail address;
(iii) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (iv) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

6. Management and Operation of the Website You acknowledge and agree that Scribat shall have the right, in its sole discretion, to accept or deny, delete, move or edit any Works or other material or content uploaded or posted onto the Website. If you upload or post any Works or other material or content onto the Website, or any Works or other material or content is uploaded or posted onto the Website using your Membership Name or through your Membership Account, you remain solely responsible for such Works or other material or content. You acknowledge and agree that Scribat shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Website, including any web log, comments to any web log, or any forum on the Website. You acknowledge and agree that Scribat shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Website. Scribat reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Website at any time. Scribat also reserves the right, in its sole discretion, to suspend or terminate your Membership Account at any time, including, without limitation, your Membership Name and Membership Password. You acknowledge and agree that Scribat may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Website. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Website. You acknowledge and agree that Scribat may also store personal information about you on its computers. By using this Website you acknowledge and agree that Scribat may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any Work violates the rights of third-parties; or to protect the rights, property, or personal safety of Scribat, its users or the general public.

7. Membership Account You acknowledge and agree that you are to keep confidential the Membership Name and Membership Account provided by Scribat to you, and the Membership Password selected by you and approved by Scribat for use with such Membership Name and Membership Account. Your Membership Name, Membership Account and Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity. You acknowledge and agree that you will be solely responsible for each and every use of your Membership Account, Membership Name and Corresponding Password, and that Scribat may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Website.

8. Compensation Scribat agrees to pay a portion of the fees collected in respect of Content that is purchased by end-users according to the rate schedule set forth on the Website. The parties acknowledge that the rate schedule is subject to change in the sole discretion of Scribat in the ordinary course of its business without notice. If at any time the rate schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms. Scribat will endeavor to make payment of fees in respect of purchased downloads on a monthly basis on or about the 15th day of the month following the purchase of the Content provided such fees aggregate a minimum of US$50, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; (iv) returns and refunds; (v) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; and (vi) any amounts owing by the Supplier to Scribat under this Agreement or otherwise. Without limiting the generality of the foregoing, Scribat is entitled to set-off against any amount owing to Supplier, all amounts to which Scribat is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.

9. Representations and Warranties In addition to the representations and warranties you have made above, each of Scribat and you hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

10. Indemnification You agree to indemnify, defend and hold harmless Scribat and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnitees”) from and against all claims, expenses (including attorney fees) or other liability arising from your breach of any of your representations, warranties or obligations under this Agreement, and from any and all uses by you of the Website (including any uses under your Membership Account or Membership Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Work or other material or content whether or not intentional. Scribat shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with Scribat in the defense of any such claim, action or matter.

11. Limitations and Disclaimer You agree that neither Scribat nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of the Website, even if such parties have been advised, or advised of the possibility, of such damages. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SCRIBAT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.SCRIBAT.COM WEBSITE OR THE SERVICES ON THE WWW.SCRIBAT.COM WEBSITE, OR ANY WORKS OR OTHER MATERIALS OR CONTENT AVAILABLE ON THE WWW.SCRIBAT.COM WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM OF ANY SERVICES, OR ANY WORKS OR OTHER MATERIALS OR CONTENT, FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES. Scribat shall have no responsibility for any Works or other material or content uploaded or posted onto the Website, including, without limitation any material or content uploaded or posted by any Member onto the Website in any forum or as any comment to a web log.

12. Term and Termination This Agreement shall continue in perpetuity unless terminated in accordance with this Section 12. Scribat at any time may terminate this Agreement in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under this Agreement, or for inactivity by you with respect to use of the Website. You may at any time terminate this Agreement by logging into your Membership Account on the Website and then sending a termination request to Scribat. In the event termination is by Scribat, Scribat shall notify you of such termination. Scribat reserves the right, in its sole discretion, to terminate your Membership Account at any time, including, without limitation, deactivating your Membership Name and Membership Password.

13. Effect of Termination Upon any termination of this Agreement:
(a) your Membership Account shall be cancelled and closed and your Membership Name and Membership Password shall be deactivated;
(b) all Works uploaded by you shall be removed from the Website; provided, however, that Scribat may continue to use the Work for internal archival and reference purposes;
(c) any and all payments due to you will be paid, minus any transactional expense in accordance with Scribat"s Standard pricing and payment policies and

14. Miscellaneous The relationship between Scribat and you under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Website.