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Submission Agreement

This submission agreement (the “Agreement”) is a binding agreement between Audible Originals, LLC (“Audible”, “we” or “us”) and you or, if applicable, the individual, company or other legal entity you represent (“you”). This Agreement sets forth our submission policies for any treatment and other content (together, the “Content”) that you submit to Audible as part of the Audible Original Submission Program (the “Submission Program”) using the content submission tool we provide at RooftopPRO. This Agreement incorporates by reference: the Audible Conditions of Use, the Amazon Privacy Notice, and other policies, conditions, rules and procedures that we post and update on Audible.com over time.

1. Acceptance.

You accept the terms of this Agreement by clicking to confirm acceptance or by contributing Content to Audible. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you must not confirm acceptance and you may not submit Content to Audible.

2. Grant of Rights to Audible.

You grant us rights to display, use, modify and distribute your submitted Content for evaluation for possible further development into an original audio program for Audible. This Agreement does not grant us rights to create an audio series, or other work based on your Submission.

2.1. Review. Your submission will be subject to review by us. You grant us the right to review and consider your Submission and, in connection therewith, share the Submission with our subcontractors engaged in review and, together with our subcontractors, annotate your Submission.

2.2. If your Submission is accepted by Audible, you will be required to sign Audible’s standard Development Agreement before your Submission is developed further with Audible.

3. Authority to Enter Into this Agreement.

In order for Audible to function well, it's crucial that you have the right to enter into this Agreement and to grant us all of the rights described in this Agreement:

3.1 You represent and warrant that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online (without exchange of paper), and have the full right, power and authority to enter into and comply with your obligations under this Agreement.

3.2 You acknowledge that your activities on Audible, including those under this Agreement, are subject to the terms of this Agreement and you represent and warrant that you are in compliance with the terms this Agreement.

3.3. If you submit a Submission to Audible, you represent and warrant that you are legally entitled to do so because:

3.3.1 you are the sole author or creator of the Submission; or

3.3.2 you are the sole holder of rights in the Submission because all rights in the Submission have been assigned or transferred to you (for example, you are contributing a treatment you created and all talent who helped you create the treatment assigned all their rights to you).

4. Representations, Warranties and Covenants.

You further represent and warrant the following with respect to any Submission you submit:

4.1 you have obtained all rights of publicity to any individuals appearing in your Content;

4.2 neither your Content nor the exercise of the rights you grant in this Agreement will infringe or violate any copyrights, contract rights, rights of privacy or other rights of any person or defame any person;

4.3 if your Content is based in whole or in part on the life of any real person, you will identify that during the submission process using the means we provide for doing so;

4.4 our exercise of the rights you grant under this Agreement will not give rise to any obligation to pay you or any third party any royalty or other payment;

4.5 your Content is free and clear of any pending or threatened litigation; and

4.6 your Content complies with this Agreement.

5. Indemnification

You agree to indemnify Audible from and against any and all claims, expenses, losses or liabilities (including attorneys’ fees) that may be asserted against Audible or incurred by Audible in connection with the Content, or any use thereof, arising from any breach or alleged breach of these warranties.

6. Control of Services

We have discretion over the design and operation of the Submission Program and all services we offer. We may modify or discontinue the Submission Program or any service Audible provides at any time in our sole discretion.

7. Profile Information.

For all Submissions, you grant to us the right to use profile information you submit to Audible.

8. Similar Content.

Given the open nature of Audible, others submitting materials to Audible may develop and submit concepts, demo tapes and other content that are similar to each other. In order to prevent legal claims that could be disruptive to Submission Program participants and impede the ability of Audible scripts or concepts to be developed and released, you agree to irrevocably and forever waive any legal claim you may have under any theory of law in any territory, including, without limitation, copyright infringement or breach of implied in fact contract (idea submission), that your rights were infringed due to any similarity between your Content and any other content that is or may become available on Audible, unless there is substantial similarity of protectable expression under United States copyright law between your Content and the other content and the other content includes a verbatim copy of a material portion of your script or other written material, if your Content is a script or other written material, or a re-use of a material portion from your demo tape or script if your Content is a demo tape or script.

9. No Obligation to Make Available or Use.

We have no obligation to make any Content available on Audible or to otherwise use it in any way. If we make any Content available on Audible or otherwise commence exploitation, we may remove it from Audible and cease further exploitation at any time in our sole discretion.

10. Compensation.

You will have no right to compensation in connection with the exploitation of rights you grant under this Agreement.

11. Cumulative Rights.

All rights you grant under this Agreement are cumulative and we may exercise or refrain from exercising any one or more of them separately from, simultaneously and/or in connection with any other rights you grant us or with any rights we obtain from other sources. In addition, if any grant of exclusive rights you make to us is deemed invalid or to be less than exclusive, we will, nonetheless, have a non-exclusive license to use the Content as authorized in this Agreement to the fullest extent permissible under law.

12. Miscellaneous

12.1. Affiliates. All rights you grant to us may be exercised by us or by any of our affiliates, subcontractors or sublicensees.

12.2. Assignment. You will not assign any part or all of this Agreement without our prior written consent. Any attempt to assign in violation of this section is void in each instance. We may assign any or all of our rights or obligations under this Agreement to any party, and the assignment will be deemed a novation under law forever releasing Audible from any and all obligations and liabilities under this Agreement.

12.3. No Responsibility for Third-Party Actions. You acknowledge that, given the public nature of the Submission Program, third parties may have access to your Content if your Content is chosen to be make public as part of the Submission Program. In no event will Audible or any of its licensees, its sublicensees, its distributors, its producers, any party to which it assigns any of its rights hereunder, or its or their affiliates, successors or assigns, or any of their directors, officers, members, shareholders, employees, associates, agents or representatives (collectively, the "Audible Parties") be responsible for any reproduction, display, modification, or use of your Content or any portion thereof by you or any third party.

12.4. Remedies and Interpretation. All remedies will be cumulative and pursuit of any one will not waive any other. Captions and headings are for convenience only and will not be used to construe meaning.

13. Termination

This Agreement may not be changed, modified, terminated or discharged except by a writing signed by both parties. Termination of this Agreement will not affect or discharge any other agreement you have entered into with us or our affiliates or any rights you have granted to us through Audible. All provisions of this Agreement survive termination of this Agreement unless specifically stated otherwise.

14. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

AUDIBLE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH AUDIBLE ARE PROVIDED BY AUDIBLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. AUDIBLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF AUDIBLE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH AUDIBLE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF AUDIBLE IS AT YOUR SOLE RISK. YOU HEREBY WAIVE ALL CLAIMS AGAINST AUDIBLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF AUDIBLE, FROM THIS AGREEMENT OR ANY AUDIBLE AGREEMENT, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH AUDIBLE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. LAWS IN CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU HEREBY WAIVE ALL CLAIMS TO DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR ANY AUDIBLE AGREEMENT, WHETHER IN CONTRACT OR TORT, IN EXCESS OF $50 AND THE ENTIRE LIABILITY OF ALL AUDIBLE PARTIES TO YOU FOR SUCH DAMAGES WILL NOT EXCEED $50.

15. Applicable Law

This Release is made in and shall be construed in accordance with the laws of the State of New York and the courts of New York located in New York, New York shall have exclusive jurisdiction with respect to disputes arising under this Agreement.

16. Feedback and Other Content

If you provide suggestions, ideas, comments, reviews, proposals, or other feedback to us (whether written, verbal or in any other format or manner) in connection with Audible ("Feedback"), we are free to use your Feedback in any manner without restriction and without compensating you. You acknowledge that we, on our own or through third parties, are developing and have received (and will in the future develop and receive) content of all variety, including stories, proposals, movies, characters, ideas, or concepts that may be similar to content you provide, or may have similar storylines, characters, plot developments or other similarities to content you provide and that you will not have any rights with respect to the similar content or be entitled to any compensation with respect to the similar content. You forever release the Audible Parties from any claims based on any such similar content.

17. Complete Agreement; Enforceability

This Agreement constitutes the entire understanding between you and Audible related to Audible. If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any other provision.

18. Electronic Signatures

YOU ACKNOWLEDGE THAT YOUR ACCEPTANCE OF THIS AND ANY OTHER AUDIBLE AGREEMENT BY ELECTRONIC MEANS CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE AGREEMENT.