BY CLICKING "AGREE & CONTINUE" YOU, ON BEHALF OF YOURSELF IN AN INDIVIDUAL CAPACITY OR THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS OF THIS AUDIOBOOK LICENSE AND DISTRIBUTION AGREEMENT ("AGREEMENT"), INCLUDING THE AUDIOBOOK CREATION EXCHANGE ACCOUNT HOLDERS AGREEMENT THAT IS INCORPORATED BY REFERENCE HERETO. THE EFFECTIVE DATE ("EFFECTIVE DATE") OF THIS AGREEMENT WILL BE THE DATE YOU CLICK "AGREE & CONTINUE". PLEASE REVIEW THIS ENTIRE AGREEMENT CAREFULLY BEFORE CLICKING "AGREE & CONTINUE".
This Agreement sets forth the terms under which you grant Audible, Inc. ("Audible", "we" or "us") rights to distribute the audio recording of the book(s) you have identified on ACX for the grant of distribution rights (any such audio recording as submitted by you or as modified pursuant Section 3(a) below, an "Audiobook"). Among other things, you grant rights to distribute the Audiobook in the territory or territories ("Territory") you indicated on the ACX website (ACX.com) or a successor site ("ACX"). Our distribution of the Audiobook is either exclusive or non-exclusive, as indicated by you on ACX.
You grant Audible the exclusive license to use, reproduce, display, market, sell and distribute the Audiobook throughout the Territory in all formats now known or hereafter invented from the date you accept this Agreement until the date that is 7 years from such date (such 7 year period, the “Initial Distribution Period”). As full consideration for the exclusive license granted by you, Audible will pay you royalties on sales of the Audiobook based as set forth in Exhibit A. After the Initial Distribution Period, this Agreement will renew automatically for additional 1 year terms (each, a “Renewal Distribution Period”) unless either party provides notice of termination to the other party at least 60 days prior to the end of the Initial Distribution Period or the then-current Renewal Distribution Period in accordance with the notice provisions provided below. During the Distribution Period (as defined below) you will not, and will not permit any third party to, directly or indirectly distribute, sell, or offer for sale the Audiobook, or any portion thereof (except the Audible Excerpt as permitted by Section 3(c) below), in the language(s) you provided Audible for distribution in the Territory in any audio format (whether download, streaming, physical compact disc or otherwise).
You grant Audible the non-exclusive license to use, reproduce, display, market, sell and distribute the Audiobook throughout the Territory in all formats now known or hereafter invented from the date you accept this Agreement until the date that is 7 years from such date (such 7 year period, the “Initial Distribution Period”). As full consideration for the non-exclusive license granted by you, Audible will pay you royalties on its sales of the Audiobook based as set forth in Exhibit A. After the Initial Distribution Period, this Agreement will renew automatically for additional 1 year terms (each, a “Renewal Distribution Period”) unless either party provides notice of termination to the other party at least 60 days prior to the end of the Initial Distribution Period or the then-current Renewal Distribution Period in accordance with the notice provisions provided below.
3. The Initial Distribution Period and each Renewal Distribution Period (if any), in either of the above cases, is the “Distribution Period.”
A. IF YOU GRANT AUDIBLE EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIOBOOK, THE FOLLOWING ROYALTY TERMS APPLY:
These Audiobook Royalty Payment Terms and Procedures for Audible Exclusive Distribution Rights ("Royalty Terms") set forth the terms by which Audible will calculate and pay royalty payments owed to you in connection with Audible’s distribution of the Audiobook ("Royalties"). These Royalty Terms form a part of your Audiobook License and Distribution Agreement with Audible ("Agreement"). Capitalized terms used in these Royalty Terms but not defined have the meaning assigned to them in the Agreement.
Audible will pay Royalties to you only on Audible Net Sales Receipts (as defined below) it receives from sales of the Audiobook.
Royalty Calculation. Audible will pay you 40% of all A La Carte Net Sales Receipts and 40% of all Member Net Sales Receipts from sales of the Audiobook. No Royalty will be paid on the transmission or distribution of downloads or other copies of the Audiobook distributed for free for purposes of review, sample, advertising, publicity or promotion.
Royalty Statements and Payments. Audible will provide you a statement of Royalties, together with a check in the amount of any Royalty due, on a calendar monthly net 60 day basis, commencing with the first full month after the Audiobook is first offered for sale by Audible. If the Royalties owed to you for any accounting period are less than $10, Audible will have the right to withhold making a payment and carry such payment forward to the next monthly reporting period. Any ACX royalty statements Audible provides you will be considered final and incontestable 3 months from the date the statements are provided by Audible if you do not provide Audible notice of your objection to the statements within that period of time.
B. IF YOU GRANT AUDIBLE NON-EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIOBOOK, THE FOLLOWING ROYALTY TERMS APPLY:
These Audiobook Royalty Payment Terms and Procedures for Audible Non-Exclusive Distribution Rights ("Royalty Terms") set forth the terms by which Audible will calculate and pay royalty payments owed to you in connection with Audible’s distribution of the Audiobook ("Royalties"). These Royalty Terms form a part of your Audiobook License and Distribution Agreement with Audible ("Agreement"). Capitalized terms used in these Royalty Terms but not defined have the meaning assigned to them in the Agreement.
Audible will pay Royalties to you only on Audible Net Sales Receipts (as defined below) it receives from sales of the Audiobook.
Royalty Calculation. Audible will pay you 25% of all A La Carte Net Sales Receipts and 25% of all Member Net Sales Receipts from sales of the Audiobook. No Royalty will be paid on the transmission or distribution of downloads or other copies of the Audiobook distributed for free for purposes of review, sample, advertising, publicity or promotion.
Royalty Statements and Payments. Audible will provide you a statement of Royalties, together with a check in the amount of any Royalty due, on a calendar monthly net 60 day basis, commencing with the first full month after the Audiobook is first offered for sale by Audible. If the Royalties owed to you for any accounting period are less than $10, Audible will have the right to withhold making a payment and carry such payment forward to the next monthly reporting period. Any ACX royalty statements Audible provides you will be considered final and incontestable 3 months from the date the statements are provided by Audible if you do not provide Audible notice of your objection to the statements within that period of time.