Audible Reality Player: Terms of Use and End-User-License Agreement

Please read these terms carefully before using the Audible Reality Player (“Software”).

The Terms of Use and End-User License (together with the documents referred to herein) (“Terms” or “Agreement”) tell you (“you” or “user”) the terms on which you may download and use our Software as described below along with all other services provided by us (the “Service”). The Software and Services shall be referred to together as the “Platform.” The Platform is operated by Audible Reality USA, Inc. (“we/us/our/Audible Reality”).

By downloading or using the Software, you represent and warrant that you have read and understood these Terms of Use and End-User License and will abide by them.

If you do not agree to these Terms of Use and End-User License, you must not use the Software or use our Services. This is the entire agreement between you and Audible Reality, and these Terms of Use and End-User License supersede any other third party terms that you may have agreed to relating to the Platform, including Apple's End User License Agreement, or similar end user agreements, as they relate to our Software, and Paid Services (as defined below), and Subscriptions (as defined below), including without limitation in-app purchases. Any reference to service provider herein, shall include Apple, Inc. and Google, Inc.

1. Privacy

These Terms of Use and End-User License refer to our Privacy Policy, which also applies to your use of the Platform (the “Other Terms/Terms/Privacy Policy”) and together constitutes a legally binding agreement and is hereby incorporated into this Agreement.

The Audible Reality Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us, some of which is required so we can do what you ask us to do or the specific Software or Service is designed to provide to you. By using the Platform, you consent to such processing and you warrant that all data provided by you is accurate.

2. Information About Us

We are Audible Reality USA Inc. Further company and contact details can be found at https://audiblereality.com

3. Eligibility and Access

The Platform is intended solely for persons who are 13 years of age or older. Any access to or use of the Platform by anyone under 13 is expressly prohibited. If you are 13 years of age but under 18, you may use the Platform but only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement.

4. License Grant

So long as you comply with these Terms, Audible Reality grants you a non-exclusive, personal, revocable, non-sublicensable, non-transferable license solely to download, install, and use the Software.

5. User Restrictions

Except as expressly permitted in this Agreement, you agree that you will not, in whole or in part, and you will not allow any third party to, at any time during or after the term of this Agreement: (a) sell, assign, sublicense, lease, rent, timeshare, grant a security interest in, or otherwise transfer the Software; (b) copy or reproduce the Software; (c) provide access to or distribute the Software to any other third party; (d) modify, translate, adapt, reverse engineer, decompile, decrypt, disassemble or otherwise attempt to discover any source code for, or create derivative works based on, the Software; or (e) attempt to modify, circumvent or disable any security or restrictive feature in the Software; (f) use the Software for any unlawful purpose; (g) use the Software other than in connection with the operation of the Software; (h) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from the Software; or (i) use the Software for an unauthorized third party platform, i.e. for a platform that is not operated, or otherwise authorized, by Audible Reality.

6. Updates

Audible Reality may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Audible Reality has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree to implement any Updates available in a commercially reasonable time.

7. Terms and Termination

A license to the Software and Subscription Services will continue until terminated as provided below. Audible Reality may terminate your license without notice (a) for failure to comply with this Agreement, including failure to pay Subscription fees; (b) in the event of a change of control or sale of Audible Reality; (c) in the event Audible Reality otherwise goes out of business; or (d) in the event we no longer support the Software. Audible Reality may terminate your license with notice for any reason. Upon termination, you must immediately destroy the Software together with all copies, adaptations and merged portions in any form.

8. Payments

8.1 Paid Services.

Certain Audible Reality Services or Software through the Platform may be subject to payments now or in the future (“Paid Services”).

8.2 Subscriptions.

Certain Audible Reality Services or Software through the Platform may be offered as subscriptions, which auto-renew for the applicable subscription terms, i.e. monthly, bi-annually, annually, etc. (“Subscriptions”). The applicable Subscription fee will be charged at the start of each Subscription term. You may cancel your Subscription at any time without penalty, but no refunds will be paid on any remaining Subscription term and you may use the Subscription for such remaining term except as otherwise provided for in Section 7. If you allow your Subscription to lapse by failing to pay, your Audible Reality Services or Software will no longer run. Subscription pricing is subject to change. New pricing takes effect upon renewal of your Subscription.

8.3 Payment and Billing.

All Paid Services and Subscriptions will go through the applicable service’s app store and/or integrated in-app purchase system. For further information, please review Apple’s or Google’s (depending on whether you are using the Software on your Android or iOS device) applicable terms.

9. Ownership

You agrees and acknowledges that, as between you and Audible Reality, Audible Reality and/or its third party partners own and retain all right, title, and interest in and to (a) the Software, and all improvements, enhancements, or modifications thereto, and (b) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.

10. Change of these Terms

We may revise these Terms at any time by amending this page. It is your responsibility to check this page from time to time for updates. In addition, if we change these Terms in a material respect, we will notify you in advance either via pop-up within the Software or via email, using the email address currently associated with your account, and continued use of the Platform after such notice will constitute your acceptance of the revised Terms.

11. Governing Law

This Agreement shall be governed by Massachusetts law, excluding conflict of law provisions. The parties agree to and submit to the exclusive jurisdiction of courts located in Boston, Massachusetts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

12. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AUDIBLE REALITY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, PERFORMANCE, BANDWIDTH, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, AUDIBLE REALITY DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SOFTWARE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR FREE.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL AUDIBLE REALITY OR AUDIBLE REALITY’S CONTRACTORS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INFRINGEMENT, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF AUDIBLE REALITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT SHALL AUDIBLE REALITY’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY EXCEED TEN U.S DOLLARS. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

14. Indemnity

You agree that Audible Reality shall have no liability whatsoever for your use of the Software. You shall indemnify, defend and hold Audible Reality harmless from any and all claims, losses, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from your use of the Software or any breach of this Agreement.

15. Injuctive Relief

You agree that it would be impossible or inadequate to measure and calculate Audible Reality’s damages from any infringement by your or Audible Reality’s intellectual property, including without limitation breach of Section 4 (“License Grant”) or Section 5 (“User Restrictions”) of this Agreement. Accordingly, you agree that to the extent Audible Reality is required to enforce this Agreement to protect its, or its partner’s, intellectual property, Audible Reality will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. You further agree that no bond or other security shall be required in obtaining such equitable relief and you hereby consent to the issuance of such injunction and to the ordering of such specific performance.

16. General Provisions

If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement is not assignable by you.

17. Contacting Us

If you have any questions about these terms, please contact Audible reality at info@audiblereality.com

(Last updated: October 25, 2019)