Scribd rewrote large parts of its arbitration and mass-claims process. The most consumer-relevant change: the company no longer has to give you 30 days' notice before changes to the Dispute Resolution/arbitration section take effect — they can now apply immediately once notice is given. Mass-arbitration claims will also be grouped into much bigger batches (50 claims instead of 10) with only one arbitrator per batch instead of one per claim, which weakens the fee pressure that pushed companies to resolve mass claims quickly, though a new individual opt-out right (to leave arbitration for court after the first batch resolves) was added to partly offset this. Several other changes are procedural clarifications, such as small-claims-court jurisdiction now being decided by that court instead of an arbitrator.
If you're part of a group mass-filing arbitration claims, Scribd used to be required to attempt mediation after the first batch was decided, with a built-in right for either side to walk away to court if mediation failed. Now mediation only happens if both sides voluntarily agree to it.
“Mediation under this subpart (15.8) is voluntary, and neither the Company nor any claimant is required to participate.”
Scribd removed the requirement to wait 30 days after announcing changes to the arbitration/dispute-resolution rules before those changes take effect. Now changes can apply as soon as notice is given, and simply continuing to use Scribd afterward counts as you accepting them — even though this section controls how you're allowed to sue the company.
“Any such changes will go into effect upon the Company providing notice and will apply to all claims not yet filed regardless of when such claims may have accrued.”
What you can do — Pay close attention to any notice from Scribd about changes to the 'Dispute Resolution' section, since new terms can bind you immediately. If you object to future arbitration changes, stop using the service or take any available opt-out action right away rather than waiting.
When large groups of people file similar arbitration claims together, cases used to be handled in small batches of 10 with a separate arbitrator per claim. Now batches hold 50 claims and typically get just one arbitrator for the whole batch, which reduces individual attention to each claim and lowers the arbitrator-fee pressure that previously pushed companies to resolve mass claims faster.
“to designate one arbitrator for each batch, provided that NAM may designate additional arbitrators for demands within a batch where it determines that doing so will provide for a more efficient resolution”
Previously, changes to the arbitration/dispute section only took effect 30 days after Scribd notified you, giving you time to react. Now changes take effect as soon as notice is given, and continuing to use the service right after that notice counts as accepting the new terms.
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.
The Company will provide notice of any material changes to this "Dispute Resolution" section. Any such changes will go into effect upon the Company providing notice and will apply to all claims not yet filed regardless of when such claims may have accrued.
If 100+ people file similar arbitration claims at once (a 'Mass Filing'), Scribd used to process them in small batches of 10 claims with a separate arbitrator per claim. Now batches hold 50 claims, up to 3 batches run at once, and NAM only assigns one arbitrator per whole batch of 50 unless it decides otherwise. This means less individual attention per claim and less financial pressure on the company from arbitrator fees.
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)
to administer the Mass Filing in batches of 50 demands per batch (to the extent there are fewer than 50 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with up to three batches filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch, provided that NAM may designate additional arbitrators for demands within a batch where it determines that doing so will provide for a more efficient resolution
You can now choose to drop out of arbitration and sue individually in regular court as soon as the very first batch of a mass filing is fully decided, as long as your own claim hasn't already been placed into a scheduled batch. This is a new escape option that didn't exist before.
At any time on or after the First Batch Resolution Date, You may elect to cease arbitration and to proceed with Your demand on an individual basis in a court of competent jurisdiction, provided that Your demand has not then been included in a batch that has been designated for filing, processing, and adjudication.
Previously, after the first batch of mass claims was decided, Scribd and claimants' lawyers were required to try mediation, and if that failed within a set period, either side could opt to go to court. Now mediation only happens if both sides voluntarily agree to it, and the old guaranteed post-mediation opt-out to court has been removed (replaced by the new first-batch opt-out right described above).
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"). ... 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.
At any time on or after the First Batch Resolution Date, the Company and the remaining claimants' counsel may, by mutual agreement, enlist a NAM mediator to attempt to resolve the remaining demands in the Mass Filing. ... Mediation under this subpart (15.8) is voluntary, and neither the Company nor any claimant is required to participate.
Previously an arbitrator could decide whether your case qualified for small claims court. Now that question is decided by the small claims court itself, and any related arbitration is paused while that's sorted out — a change that favors consumers who want to use small claims court.
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.
seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred. Notwithstanding the provisions of this Section 15.3 delegating questions of arbitrability to the arbitrator, whether a Dispute qualifies for small claims court shall be determined by the small claims court, not by an arbitrator.
The informal dispute-resolution step used to only describe what happens when you file a complaint. Now Scribd has the same obligation to send you a written description if the company initiates a dispute against you.
For any Dispute We initiate, We agree to send the written description of the Dispute to You at the email address associated with Your Account or Subscription or, if no such information is available, by other means reasonably calculated to give You actual notice.
The rule about pausing legal deadlines while you try to resolve a dispute informally with Scribd is now spelled out with specific start and end triggers instead of a vaguer 'while the parties engage' standard.
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.
the parties agree that any relevant limitations period and filing or other deadlines will be tolled from the date the written description of the Dispute is sent under this Section 15.2 until the earlier of (a) the date the Dispute is resolved, withdrawn, or settled, (b) the date arbitration or a court proceeding concerning the Dispute is commenced, or (c) sixty (60) days after the close of the informal resolution period described above, including any extension agreed by the parties.
The one-year deadline to bring a claim against Scribd now explicitly notes it can be paused under the tolling rules described in the arbitration section.
This one-year period is subject to any tolling provided under Section 15.
A grammar error was fixed and some internal section-number references were updated to match the renumbered mass-arbitration mediation section; these don't change your rights.
If You opt out of the Arbitration Agreement, and the Company also will not be bound by it.
If You opt out of the Arbitration Agreement, the Company also will not be bound by it.
COLOUR MARKS THE SEVERITY OF A FLAGGED CLAUSE · + AND − MARK ADDED AND REMOVED
| 167 | 167 | ### 15.1 Governing Law |
| 168 | 168 | |
| 169 | 169 | By using the Services, You agree that these Terms and any dispute of any sort between You and the Company are and will be governed by the laws of the State of New York, without regard to conflict of laws principles, and by the Federal Arbitration Act and applicable federal 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. |
| 170 | 170 | |
| 171 | 171 | ### 15.2 Informal Dispute Resolution Procedure |
| 172 | 172 | |
| 173 | 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 [legal@scribd.com](mailto:legal@scribd.com). 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. | |
| 173 | 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 or Subscription, if applicable, to Scribd, Inc., 460 Bryant Street, Ste. 300, San Francisco, CA 94107, and to [legal@scribd.com](mailto:legal@scribd.com). 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 information sufficient to identify Your Account, Subscription, or other relationship with Us at issue. For any Dispute We initiate, We agree to send the written description of the Dispute to You at the email address associated with Your Account or Subscription or, if no such information is available, by other means reasonably calculated to give You actual notice. The written description must be on an individual basis and provide, at minimum, the following information: Our contact information for purposes of this informal resolution procedure; a description of the nature or basis of the claim or dispute; the specific relief sought; and information sufficient to identify the Account, Subscription, or other relationship with Us at issue. You are responsible for maintaining current contact information, consistent with Section 5.0. Any written description sent under this Section 15.2 will be deemed received on the date sent. 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. | |
| 174 | 174 | |
| 175 | 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. | |
| 175 | The informal dispute resolution procedure in this section 15.2 is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. Except as provided in Section 15.7, the parties agree that any relevant limitations period and filing or other deadlines will be tolled from the date the written description of the Dispute is sent under this Section 15.2 until the earlier of (a) the date the Dispute is resolved, withdrawn, or settled, (b) the date arbitration or a court proceeding concerning the Dispute is commenced, or (c) sixty (60) days after the close of the informal resolution period described above, including any extension agreed by the parties. | |
| 176 | 176 | |
| 177 | 177 | Residents of the European Union have the option to initiate proceedings with an EU-certified out-of-court dispute resolution and settlement agency, or they may choose to address disputes through judicial proceedings at any time. Out-of-court dispute resolution fees are set by the EU-certified agency before engaging in dispute resolution settlement. Scribd will bear any fees related to out-of-court disputes decided in favor of an EU resident. |
| 178 | 178 | |
| 179 | 179 | ### 15.3 Mutual Arbitration Agreement |
| 180 | 180 | |
| 181 | 181 | 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 [legal@scribd.com](mailto:legal@scribd.com). 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. |
| 182 | 182 | |
| 183 | 183 | 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"). |
| 184 | 184 | |
| 185 | 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. | |
| 185 | Except as set forth below with respect to small claims court jurisdiction, 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. | |
| 186 | 186 | |
| 187 | 187 | The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below. |
| 188 | 188 | |
| 189 | 189 | **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.** |
| 190 | 190 | |
| 191 | 191 | 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. |
| 192 | 192 | |
| 193 | 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. | |
| 193 | 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. Notwithstanding the provisions of this Section 15.3 delegating questions of arbitrability to the arbitrator, whether a Dispute qualifies for small claims court shall be determined by the small claims court, not by an arbitrator. If a party contests whether a Dispute qualifies for small claims court, any pending arbitration proceeding concerning that Dispute shall be stayed, and the parties shall promptly notify NAM of the stay. The stay will terminate automatically if an action concerning the Dispute is not commenced in small claims court within thirty (30) days after a party first contests the question, and will otherwise remain in effect unless and until the small claims court declines to hear the Dispute or determines that it is not within that court's jurisdiction. 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. | |
| 194 | 194 | |
| 195 | 195 | ### 15.4 Class Arbitration and Collective Relief Waiver |
| 196 | 196 | |
| 197 | 197 | 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. |
| 198 | 198 | |
| 199 | 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. | |
| 199 | With the exception of this subpart (15.4) and subpart (15.7) 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 subpart (15.7) 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 their Dispute. | |
| 200 | 200 | |
| 201 | 201 | ### 15.5 Arbitration Rules |
| 202 | 202 | |
| 203 | 203 | 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](http://www.namadr.com/) or by emailing National Arbitration and Mediation's Commercial Dept at [commercial@namadr.com](mailto:commercial@namadr.com). |
| 204 | 204 | |
| 205 | 205 | ### 15.6 Arbitration Location and Procedure |
| 209 | 209 | 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. |
| 210 | 210 | |
| 211 | 211 | 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). |
| 212 | 212 | |
| 213 | 213 | ### 15.7 Mass Arbitration |
| 214 | 214 | |
| 215 | 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. | |
| 215 | 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 50 demands per batch (to the extent there are fewer than 50 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with up to three batches filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch, provided that NAM may designate additional arbitrators for demands within a batch where it determines that doing so will provide for a more efficient resolution; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no more than three batches of demands that are part of the Mass Filing may be filed, processed, or adjudicated at the same time, and that an additional batch shall be filed, processed, and adjudicated as each pending batch is adjudicated or otherwise resolved; (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 50 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. Demands in a Mass Filing will be assigned sequential numbers in the order in which they are filed with NAM and will be assigned to batches, and the batches designated for filing, processing, and adjudication, in that order. | |
| 216 | 216 | |
| 217 | 217 | 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. |
| 218 | 218 | |
| 219 | 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. | |
| 219 | For purposes of this subpart (15.7) and subpart (15.8), the "First Batch Resolution Date" means the earliest date on which all demands in any single batch have been adjudicated or otherwise resolved. At any time on or after the First Batch Resolution Date, You may elect to cease arbitration and to proceed with Your demand on an individual basis in a court of competent jurisdiction, provided that Your demand has not then been included in a batch that has been designated for filing, processing, and adjudication. You may make this election by providing written notice to the Company at [legal@scribd.com](mailto:legal@scribd.com) and to NAM. The Company may make the same election with respect to any demand then eligible for election under this paragraph by providing written notice to You (or to Your counsel of record, if any) and to NAM. An election under this paragraph applies only to the demand identified in the notice and does not affect any other demand in the Mass Filing. | |
| 220 | 220 | |
| 221 | 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. | |
| 221 | 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, all applicable limitations periods and filing or other deadlines with respect to Your claims will be tolled continuously from the date the written description of the Dispute is sent under Section 15.2, or, if no such written description was sent, from the date Your demand for arbitration is filed with NAM, until Your demand for arbitration is decided, withdrawn, or settled, or until sixty (60) days after arbitration ceases with respect to Your demand as permitted by this Section 15.7. | |
| 222 | 222 | |
| 223 | ### 15.8 Mediation Following First Batch in a Mass Filing | |
| 223 | 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) is found to be invalid, unenforceable or illegal as to proceedings between You and the Company, then the entirety of this Arbitration Agreement shall be null and void as between You and the Company, and neither You nor the Company shall be entitled to arbitrate any claim that is a part of the Mass Filing. | |
| 224 | 224 | |
| 225 | 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. | |
| 225 | ### 15.8 Mediation in a Mass Filing | |
| 226 | 226 | |
| 227 | At any time on or after the First Batch Resolution Date, the Company and the remaining claimants' counsel may, by mutual agreement, enlist a NAM mediator to attempt to resolve the remaining demands in the Mass Filing. 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. Mediation under this subpart (15.8) is voluntary, and neither the Company nor any claimant is required to participate. The pendency of any mediation under this subpart will not stay or delay the batching process described in subpart (15.7) unless the parties agree otherwise. | |
| 228 | ||
| 227 | 229 | ### 15.9 Arbitrator's Decision |
| 228 | 230 | |
| 229 | 231 | 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. |
| 230 | 232 | |
| 231 | 233 | ### 15.10 Fees |
| 232 | 234 | |
| 233 | 235 | 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. |
| 234 | 236 | |
| 235 | 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. | |
| 237 | 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 clause (v) of subpart (15.7)), 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. | |
| 236 | 238 | |
| 237 | 239 | ### 15.11 Thirty Day Right to Opt Out |
| 238 | 240 | |
| 239 | 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 [legal@scribd.com](mailto:legal@scribd.com) 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. | |
| 241 | 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 [legal@scribd.com](mailto:legal@scribd.com) 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, the Company also will not be bound by it. | |
| 240 | 242 | |
| 241 | 243 | ### 15.12 Changes |
| 242 | 244 | |
| 243 | 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. | |
| 245 | The Company will provide notice of any material changes to this "Dispute Resolution" section. Any such changes will go into effect upon the Company providing 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 following such notice will be deemed acceptance of those changes. | |
| 244 | 246 | |
| 245 | 247 | ## 16.0 Miscellaneous; Assignment; Merger |
| 246 | 248 | |
| 247 | 249 | 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. |
| 248 | 250 | |
| 249 | 251 | 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. |
| 250 | 252 | |
| 251 | 253 | 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. |
| 252 | 254 | |
| 253 | 255 | ## 17.0 Claims |
| 254 | 256 | |
| 255 | 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. | |
| 257 | 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. This one-year period is subject to any tolling provided under Section 15. | |
| 256 | 258 | |
| 257 | 259 | ## 18.0 Promo Codes |
| 258 | 260 | |
| 259 | 261 | Please refer to Section 7 of the [Everand Subscriber Agreement](https://support.scribd.com/hc/articles/210129486). |
| 260 | 262 | |
| 261 | 263 | ## 19.0 Gift Subscriptions. |