Terms and Conditions to be a Vendor

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

1. ELIGIBILITY

In order to upload User Content to Lifekeypad, You must: (i) register for an account on the Lifekeypad Platform (Your “Lifekeypad Account”); (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18) and, if You are uploading User Content to Lifekeypad on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Lifekeypad Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).Scribd reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

2. CERTAIN RIGHTS OF LIFEKEYPAD.

Lifekeypad will solely control the Lifekeypad Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Lifekeypad reserves the right to remove or delete any particular piece of User Content from the Lifekeypad Platform at any time, at its sole discretion, without cause and without notice to You.

3. AUTHORIZATION TO UPLOAD

Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, hereby authorizes You to use the Lifekeypad Platform for the uploading and distributing of authorized digital content. User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein, Lifekeypad does not guarantee that there will be no unauthorized copying or distribution of User Content nor will Lifekeypad be liable for any unauthorized copying or usage of the User Content.

4. PROHIBITED USES

Your authorization to use the Lifekeypad Platform 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 any User Content purchased on or through the Lifekeypad Store other than as permitted by Lifekeypad; or

(ii) You may not act in any way that violates any guidelines, or any other agreement between Lifekeypad and Yourself, or engage in any action or practice that disparages or devalues Lifekeypad’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 Lifekeypad 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.

5. RESERVATION OF RIGHTS

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

6. TERM AND TERMINATION.

6.1 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 6 (the “Term”).

6.2 Termination. Lifekeypad may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Lifekeypad Account, or suspend Your Lifekeypad upload privileges at any time. You may terminate this Agreement by providing Lifekeypad 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 Lifekeypad’s receipt of such notification.

6.3 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.

6.4 Retiring User Content. If You choose to remove or delete Your User Content from the Lifekeypad Platform it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Notwithstanding the foregoing or anything else to the contrary in this Agreement, ,Lifekeypad may permit those Users that purchased Your User Content prior to the Deletion Date to continue to have access to Your User Content after the Deletion Date, and Lifekeypad may continue to reproduce, display, host, and otherwise use such User Content as necessary to enable such access. Additionally, Users who have downloaded offline copies of Your User Content (including, without limitation to Lifekeypad’s Mobile Applications), may continue to access that content.

7. 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 Lifekeypad 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 Lifekeypad and Lifekeypad’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) You have not entered into any other agreement that is in conflict with the terms of this Agreement;

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

(vi)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;

(vii) 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; and

8. SCRIBD DISCLAIMER OF WARRANTIES

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

9. FREE CONTENT, CONTENT FOR SALE, AND FEES AND COMPENSATION.

9.1 When uploading User Content to the Lifekeypad Platform, you have the option to make it available for free to Lifekeypad Users or to make it available for sale. If you choose to make it available for sale via the Lifekeypad Platform you may set the price you would like to receive from Lifekeypad Users to access Your User Content via the Lifekeypad Platform as described herein.

9.2 Payments. In order to purchase User Content on or through the Lifekeypad Store, a User must possess either a valid credit card, PayPal account (https://www.paypal.com) or a payumoney account (https://www.payumoney.com). Subject to the deductions and withholdings set forth in this Agreement, if a User purchases Your User Content on or through the Lifekeypad Store, Lifekeypad will remit to You eighty percent (75.1%) of the price set by you, provided however that Lifekeypad may deduct from the payments to be provided pursuant this Section 2.9% per sale for credit card fixed costs together with any credits for refunds or chargebacks as may be authorized herein. Payment shall be calculated solely based on records maintained by Lifekeypad. No other measurements or statistics of any kind shall be accepted by Lifekeypad or have any effect under this Agreement. Any payments to You hereunder shall be sent by Lifekeypad within approximately thirty (30) days after the end of each calendar quarter, as long as you have provided valid payment information. If Lifekeypad owes You less than $20 for sold User Content within a given quarter, Lifekeypad reserves the right, at its discretion, to roll Your revenue forward to the following quarter until $20 is reached. In the event the Agreement is terminated, Lifekeypad shall pay Your remaining earned balance to You within approximately ninety (90) days after the end of the calendar quarter in which the Agreement is terminated. The right to receive payments made under this Agreement to You may not be transferred or in any manner passed on to any third party by You. You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

9.3 Express Exemptions. Lifekeypad shall not be liable for any payment if Your account information is not valid or up-to-date, or based on a result of any breach of this Agreement by You.

9.4 Chargebacks; Withheld Payments. Lifekeypad reserves the right to charge back Your account for any payments otherwise due you as a result of sales of your User Content if You breach this Agreement (pending Lifekeypad's reasonable investigation of any breach of this Agreement by You). In addition, Lifekeypad reserves the right to withhold payment due to You for any amounts that Lifekeypad decides to repay to Users in the event that Your User Content is removed from the site as provided herein. In the event of a breach of the representations or warranties made by you. The Lifekeypad Terms of Use and payments to you will be suspended until the claim is resolved.

9.5 Withholding Payments; Special Circumstances. Lifekeypad reserves the right to withhold payment from You if (i) Your User Content is removed by Lifekeypad for any reason; (ii) Your Lifekeypad Account is suspended or restricted or Your access to the Lifekeypad Platform is disabled; (iii) You violate the API Terms of Service, or the Lifekeypad Platform Terms of Use, including any applicable guidelines; or (iv) Your User Content is the subject of allegations of infringement or other violations of law or the rights of third parties.