TERMS AND CONDITIONS OF USE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "USER") AND AUDIBLE, INC. ("WE", "US", OR "AUDIBLE") THAT STATES THE MATERIAL TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE AUDIBLE SERVICE. THIS AGREEMENT, TOGETHER WITH ALL UPDATES, SUPPLEMENTS, ADDITIONAL TERMS, SOFTWARE LICENSES, PROMOTIONAL OFFER TERMS AND ALL OF AUDIBLE'S RULES AND POLICIES COLLECTIVELY CONSTITUTE THIS "AGREEMENT" BETWEEN YOU AND AUDIBLE. BY ACCESSING THE AUDIBLE SITE AND USING ANY OF THE AUDIBLE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

1. Definition of the Audible Service.

Audible is the creator and provider of a service (the "Audible Service") that permits users to select proprietary audio consisting of licensed and original audio content (collectively, the "Audible Content") through means including but not limited to (i) Audible's Web site, audible.com, and such other or successor domain names as may be operated, acquired, or used from time to time by Audible (collectively, "Audible Site"), (ii) wired and wireless connections, and (iii) telephony based networks; and to playback such Audible Content on a computer or AudibleReady hardware device ("Device") using Audible's proprietary AudibleManager Software application (or other third party software application specifically approved by Audible that meets the then-current AudibleReady specifications) and/or any other software the user accesses, downloads, or otherwise receives for use in connection with the Audible Service, including but not limited to Beta (pre-release) versions thereof (collectively, the "Audible Software"). For certain business partners and affiliates of Audible, the Audible Service also includes distribution of Devices and other goods, production services for the creation of digital audio from text, audio, and video materials, and the creation of private distribution channels for delivery of proprietary audio, Audible Content, and/or special aggregations or versions of Audible Content.

2. Requirements for Use of the Audible Service.

The Audible Service is for individuals over 18 years of age who can form legally binding contracts under applicable law. If you do not meet the foregoing or other applicable requirements, you may not use the Audible Service.

3. Privacy.

Audible's Privacy Notice is expressly incorporated herein by reference and made a part of this Agreement.

4. Your Information.

You agree to provide current, complete, and accurate information required to complete your registration with the Audible Service and at other points as may be required in the course of using the Audible Service (such information will be referred to herein, collectively, as "Registration Data"). You further agree to maintain and update Registration Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use. If any information you provide is false, incomplete, or inaccurate, we may terminate your rights to any or all of the Audible Service. If the information you provide is fraudulent, you may also be subject to criminal and/or civil liability. You agree that we may store and use Registration Data you provide (including credit card information) for use in maintaining your accounts and billing Audible fees to your credit card.

5. User Account, Password, and Security.

a. Account and Password.

As a registered user of the Audible Service, you may receive or establish one or more passwords and accounts ("Audible Account(s)"). You are solely responsible for maintaining the confidentiality and security of your passwords and Audible Accounts. You may not divulge your password to anyone else or use anyone else's password or Audible Account. You are entirely responsible for all activities that occur on or through your Audible Account(s), and you agree to notify us immediately about any unauthorized use of Audible Accounts or any breach of security. You agree that we will not be responsible for any losses incurred in connection with any misuse of passwords and you further agree that we will have no responsibility whatsoever for your failure to comply with this Paragraph. Your breach of this Paragraph may result in immediate termination of your Audible Account(s), and may also subject you to criminal or civil liability.

b. Security, Cracking and Hacking.

You shall not violate or attempt to violate the security of the Audible Service. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the Audible Service.

6. Grants of Licenses

a. Audible Content License.

When you "clickout" or otherwise "purchase" (referred to herein, collectively as "Purchase") Audible Content from the Audible Service, Audible grants you a limited, revocable, non-exclusive, non-transferable license to download or stream such Audible Content to your computer and/or your Device(s) solely for your personal non-commercial use. You shall not copy, reproduce, distribute or use the Audible Content in any other manner. You shall not sell, transfer, lease, modify, distribute or publicly perform the Audible Content in any manner and you shall not exploit it commercially. Do not (A) decompile, disassemble, or reverse engineer the Audible Content or attempt to do so; or (B) modify the Audible Content or create any derivative works therefrom. This license to the Audible Content you Purchase will continue for as long as your copy of Audible Content exists pursuant to and in accordance with the terms and conditions of this Agreement.

b. Site Access License.

c. No Other License.

Except as expressly stated herein, no rights or licenses are granted hereunder.

7. A La Carte and Audible Plans, Gift Certificates and Programs.

a. A La Carte and Audible Plans.

You may purchase Audible Content on an A La Carte basis (as described in Policy on Audible Content Plans [http://www.audible.com/conditions-of-use]), or by participating in one of the several plans we offer for purchasing Audible Content. These plans, including AudibleListener Membership Plans, will be referred to herein, collectively, as "Audible Plan(s)" , and are also described in Policy on Audible Content Plans [http://www.audible.com/conditions-of-use], which is expressly incorporated herein by reference and made a part of this Agreement.

b. Cancellation of your Audible Plan.

You may cancel your subscription to particular Audible Content ("Subscription") or AudibleListener Membership Plan online or by contacting our Customer Service Department via telephone at (888)283-5051 or 1-973-820-0400 subject to the terms and conditions set forth in our Policy on Audible Content Plans [http://www.audible.com/conditions-of-use].

c. Audible.com Gift Certificates.

The purchase of an Audible.com Gift Certificate ("Gift Certificate") is non-refundable and cannot be redeemed by the recipient for cash. Gift Certificates may be used to purchase any Audible Content, Audible Plan, Device and/or accessory. Gift Certificates expire as set forth on the Gift Certificate or in its terms and conditions.

8. Right to Change Prices.

Prices of all Audible Content, including but not limited to Subscriptions, are subject to change upon notice from us. Such notice may be provided at any time by posting the changes to the Audible Site or the Audible Service. Prices of AudibleListener Membership Plans are subject to change upon notice via email to you. In the event of such a change, you will have the right to cancel your AudibleListener Membership Plan without penalty within ten (10) days of receipt of notice, effective as of the date of the next billing cycle. Prices of AudibleListener Membership Plans offered in connection with a Device purchase ("Committed Membership Plans") are not subject to change during the initial commitment period stated at the time the Device was purchased, during which time the user is obligated to continue his/her Audible Plan, subject to the Policy on Audible Content Plans.

9. Agreement to Pay.

You agree that you will pay timely, and that we may charge your credit card for any Audible Content, Subscription, Audible Plan, Device, accessory, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Audible Account(s) (collectively, "Audible Fees"). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL AUDIBLE FEES AND FOR PROVIDING AUDIBLE WITH A VALID CREDIT CARD FOR PAYMENT OF ALL AUDIBLE FEES. All Audible Fees will be billed to the credit card you designated during the registration process. If you want to designate a different credit card or there is a change in your credit card status, you must change your credit card information online at the "My Account" section of the Audible Site or by contacting Customer Service at (888) 283-5051. (There may be a temporary disruption in the ability to use the Audible Service until Audible can verify the validity of the new credit card information.) You agree that Audible may use all legal means available to collect Audible Fees should our attempts to charge your credit card on record fail for any reason. Audible will charge you for any collection agency and legal fees it pays while collecting Audible Fees from you.

10. Use of Free Trial Offers.

From time to time, Audible may offer free trials of the Audible Service and/or Audible Content (a "Free Trial Offer"). In addition to any specific terms and conditions applicable to such offers, each person and/or household is limited to one (1) Free Trial Offer of any type. You agree not to abuse any Free Trial Offer by conduct which is detrimental to the interests of Audible, including without limitation attempting to falsify your identity in order to receive the benefit of more than one Free Trial Offer. Without limiting the foregoing, you may not: (a) use an automated system, device or program or other similar method to register for any Audible Service; (b) present false or misleading information to Audible; (c) register for any Free Trial Offer solely with the intent to terminate your Audible Account prior to the end of the Free Trial Offer Period; or (d) assist another individual or entity in conducting fraudulent, abusive, manipulative or illegal activity. If you are suspected of engaging in any fraudulent, abusive, manipulative or illegal activity you may have your Audible Account terminated in Audible's sole discretion. In addition, in the event that you violate any of the foregoing on a consistent basis, Audible reserves the right to charge the credit card provided as part of your registration the full amount of the applicable Audible Plan to which the Free Trial Offer relates.

11. Electronic Signatures and Contracts.

Your use of the Audible Service includes the ability to enter into agreements and/or to make Purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR YOUR PURCHASES AND APPLIES TO ALL ELECTRONIC COMMUNICATIONS AND RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE.

YOU CONSENT TO AUDIBLE PROVIDING YOU ANY INFORMATION THAT AUDIBLE IS REQUIRED TO SEND YOU REGARDING YOUR AGREEMENT, PURCHASES AND OTHER TRANSACTIONS ("REQUIRED INFORMATION") IN ELECTRONIC FORM. AUDIBLE MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED IN YOUR AUDIBLE MEMBERSHIP SUBMISSION, (2) BY ACCESS TO AN AUDIBLE WEBSITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO AN AUDIBLE WEBSITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. YOU MAY REQUEST PAPER COPIES, WITHDRAW YOUR CONSENT, OR UPDATE YOUR E-MAIL ADDRESS BY FOLLOWING THE INSTRUCTIONS AT www.audible.com/myaccount. AUDIBLE MUST RECEIVE YOUR PAPER COPY REQUEST WITHIN 120 DAYS FROM THE DATE THAT AUDIBLE FIRST PROVIDED THE REQUIRED INFORMATION TO YOU.

IN ORDER FOR YOU TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MUST HAVE THE FOLLOWING HARDWARE AND SOFTWARE: A COMPUTER CAPABLE OF READING TEXT FILES, A MODEM OR OTHER MEANS OF ACCESSING THE INTERNET, AND A BROWSER CAPABLE OF ACCESSING AND DISPLAYING WEB PAGES.

NOTWITHSTANDING YOUR CONSENT AS SET FORTH IN THIS SECTION, YOU MAY AT ANY TIME OBTAIN A PAPER COPY OF AN ELECTRONIC RECORD BY SENDING AN E-MAIL TO US AND PAYING A NOMINAL FEE PER COPY.

YOUR CONSENT TO ELECTRONIC AGREEMENTS SET FORTH ABOVE IS NECESSARY FOR USE OF THE AUDIBLE SERVICE. YOU MAY WITHDRAW CONSENT BY SENDING AUDIBLE AN E-MAIL CONTAINING INFORMATION UNIQUE TO YOU INCLUDING YOUR ACCOUNT INFORMATION; HOWEVER, THIS WILL RESULT IN A TERMINATION OF THIS AGREEMENT AND OF YOUR ABILITY TO USE THE AUDIBLE SERVICE.

12. Delivery of Audible Content.

All Audible Content will be delivered to the "My Library" section of the Audible Site.We encourage you to download Audible Content promptly after purchase. If you are unable to complete a download after having reviewed our online help resources, please contact Audible customer service. You bear all risk of loss for completing the download of Audible Content after purchase, once we have made such content available to you (in your "My Library" or otherwise), and for any loss of Audible Content you have downloaded, including any loss due to a file corruption or a computer or hard drive crash. Purchased Audible Content will generally continue to be available in your "My Library", but may become unavailable due to potential content provider licensing restrictions and for other reasons and Audible will not be liable to you if Audible Content becomes unavailable for further download. Accordingly, we encourage you to make back-up copies of purchased Audible Content as referenced above.

13. Availability of Audible Content.

We will exercise reasonable efforts to provide the Audible Content in a timely manner. On occasion, technical or supplier problems may delay or prevent delivery. You acknowledge and agree that availability of Audible Content that is not yet created at the time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such programs by the supplier. Your exclusive and sole remedy with respect to Audible Content that is not delivered within a reasonable period will be replacement of such Audible Content with comparable programs or a pro rata extension of the applicable subscription period.

14. Intellectual Property.

a. Removal of Audible Content or other Materials.

Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any Audible Content or other materials comprising a part of the Audible Service that violate or otherwise allegedly infringe on the copyright or other intellectual property or proprietary rights of any person, company or other entity. We will in no event be liable for the good faith removal of or disabling of access to any such Audible Content or materials under this Agreement.

b. Copyrights.

All copyrights in and to the Audible Service materials including but not limited to the Audible Site (including the compilation of content, postings, links to other Internet resources and descriptions of those resources), Audible Content, Subscriptions, Audible Software, or any parts of or content within the Audible Site, Audible Content, Subscriptions and Audible Software, are owned by Audible and/or its suppliers and/or licensors. THE USE OF ANY SOFTWARE OTHER THAN WEB BROWSERS AND AUDIBLE SOFTWARE ON OR IN CONNECTION WITH THE AUDIBLE SERVICE, SUCH AS PRODUCTS THAT DOWNLOAD THE AUDIBLE SITE OR ANY OF THE PAGES OF THE AUDIBLE SITE, IS STRICTLY PROHIBITED AND INFRINGES ON THE COPYRIGHTS IN AND TO THE AUDIBLE SERVICE MATERIALS. REPRODUCTION OR USE OF THE AUDIBLE SERVICE MATERIALS IN A MANNER OTHER THAN AS SPECIFIED IN THIS AGREEMENT MAY SUBJECT YOU AND OTHERS TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

c. Digital Millennium Copyright Act.

We respect the intellectual property of others. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please follow the procedure set forth in our Digital Millennium Copyright Act Notice Policy [http://www.audible.com/conditions-of-use] which is expressly incorporated herein by reference and made a part of this Agreement.

d. Trademarks.

Audible, Audible.com, AudibleListener, AudibleManager, AudibleReady, Click.Hear and other Audible trademarks, service marks, graphics and logos used in connection with the Audible Service are trademarks or registered trademarks of Audible, Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Audible Service are the trademarks of their respective owners. You are granted no right or license with respect to any of the aforedescribed trademarks or service marks and any unauthorized use is strictly prohibited.

e. Patents.

The Audible Service may be covered by U.S. Patent Nos. 5,926,624, D409,193, 5,872,712, 5,790,423 and 6,158,005, and others, however no license to these patents is required for your use of the Audible Service in accordance with this Agreement and no such license is granted.

15. Termination.

a. Termination By Audible.

If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of Audible Fees due, failure to provide Audible with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Audible Account information and password, or violation of the Audible Content License or the Audible Site Access License or any license to Audible Software, Audible, at its sole discretion, may: (A) terminate this Agreement and/or your Audible Account and you will remain liable for all amounts due under your Audible Account up to and including the date of termination; and/or (B) terminate the Audible Content License, the Audible Site Access License and/or licenses to Audible Software; and/or (C) preclude access to the Audible Service (or any part thereof). We will notify you if we take any of the foregoing actions.

b. Termination of the Service.

We reserve the right to modify, suspend or discontinue the Audible Service (or any part thereof) or any Audible Content (or any part thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights. In the event that we exercise such right, you may be entitled to a refund, in our sole discretion, depending upon your Audible Plan and the other Purchases you have made from the Audible Service.

16. General Compliance with Laws; Export Restrictions.

The Audible Service is controlled and operated by us from our offices within the United States. You agree to comply with all local, state, federal, national and international laws, statutes, ordinances and regulations that apply to your use of the Audible Service, including as they relate to export or re-export into (or to a national or resident of) any country to which the United States embargoes goods or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.

17. Reviews, Comments, Communications, and Other Content.

a. User Content.

Visitors may post reviews, comments, ratings, photos, and other content to the Audible Site; send other communications in connection with the Audible Service; and submit suggestions, ideas, comments, questions, or other information regarding the Audible Site or Audible Service, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content you post. We reserve the right (but not the obligation) to monitor and remove or edit any content posted by you or any third party, but we do not regularly review posted content. We will not be liable to you or any third party for the good faith removal of or disabling of access to any such content for any reason.

b. License to User Content.

If you do post content or submit material to the Audible Site or in connection with the Audible Service, and unless we notify you otherwise, you grant Audible a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Audible and its sublicensees the right to use the name that you submit in connection with such content, if they choose.

c. Responsibility for User Content.

You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Audible for all claims resulting from content you supply. We take no responsibility and assume no liability for any content posted by you or any third party.

18. No Responsibility for Third Party Materials or Web sites.

Certain content, Audible Content, products and services available via the Audible Service may include materials from third parties. In addition, we may provide links to certain third party Web sites. With respect to such material, we are a distributor, not a publisher. You acknowledge and agree that we have little or no control over, and are not responsible for examining or evaluating the content or accuracy of any such third party material or Web sites. Audible does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or Web sites, or for any other materials, products or services of third parties. Links to other Web sites are provided solely as a convenience to you.

19. Limited Express Warranty.

Except as expressly provided herein, the Audible Service is provided "AS IS" and "AS AVAILABLE". The Audible Service is only warranted as stated below:

Audible warrants that the media in which the Audible Content is provided will be free from material defects on delivery. If you find a defect in Audible Content, your sole remedy (provided you meet the registration, technical and payment requirements for use of the Audible Service) is to call Audible Customer Service at (888) 283-5051 and Audible will consult with you on proper downloading procedures and hardware requirements. If, thereafter, you are still unable to download a working copy of Audible Content, you may attempt at a later time to download a new copy of the Audible Content

Audible warrants that the Audible Content that you license directly through the Audible Service will be of a quality suitable for human listening and will consist of the Audible Content that was offered via the Audible Service, if obtained pursuant to Audible's instructions using equipment that is in good operating condition and meets the specifications for the Audible Service as provided by Audible. In the event the Audible Content is incomplete or not as warranted above, Audible will provide you with replacement Audible Content or a credit on your Audible Account for the defective material, as determined by Audible in its sole discretion, if you advise Audible of the defect within seven (7) days of first downloading the material by calling (888) 283-5051 or completing the customer service request form available at the Audible Site. You will be asked to document the defect. A credit can be applied to the Purchase of the same or other Audible Content.

There is no warranty, express or implied, on the content, quality, or technical compatibility of audio materials and information services downloaded through the Audible Service but not under the control of Audible.

The foregoing warranties do not cover defects caused by viruses, disabling codes, accident, mishandling, misuse, improper installation, service or maintenance, modification of the Audible Software or Audible Content or the media on which the Audible Software and Audible Content are furnished, or the user's lack of the necessary hardware/software.

NO AUDIBLE EMPLOYEE, AGENT, DEALER, DISTRIBUTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE WARRANTIES STATED IN THIS PARAGRAPH. THE EXPRESS WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.

20. Limitation on Liability.

IN NO EVENT SHALL AUDIBLE HAVE ANY LIABILITY WHATSOEVER FOR ANY LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, INCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF THE AUDIBLE SERVICE. IN NO EVENT SHALL AUDIBLE HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR AUDIBLE ACCOUNTS, OR ARISING OUT OF ITS GOOD FAITH REMOVAL OR DISABLING OF ANY AUDIBLE CONTENT. SUBJECT TO THE AVAILABILITY OF THE AUDIBLE CONTENT AND AUDIBLE'S LIMITED EXPRESS WARRANTY HEREIN, AUDIBLE IS NOT RESPONSIBLE FOR ANY CLAIMS INVOLVING THE TIMELINESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE AUDIBLE CONTENT YOU DOWNLOAD OR OTHERWISE ACCESS FROM OR THROUGH THE AUDIBLE SERVICE.

WITH RESPECT TO ANY CAUSE OF ACTION BROUGHT UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, IN NO EVENT SHALL AUDIBLE OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH OR RELATED TO USE OR INABILITY TO USE AUDIBLE ACCOUNT(S), AUDIBLE SOFTWARE, AUDIBLE CONTENT OR THE AUDIBLE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL AUDIBLE BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH THE AUDIBLE SERVICE (OR ANY PART THEREOF) IN EXCESS OF THE GREATER OF: (A) THE PRICE PAID BY YOU FOR THE PARTICULAR SOFTWARE OR CONTENT GIVING RISE TO THE DAMAGE, OR (B) TWO HUNDRED FIFTY DOLLARS (US$250).

Some states do not allow the exclusion of implied warranties or incidental or consequential damages, so the above exclusion thereof may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state.

21. Indemnity.

You agree to indemnify and hold harmless Audible, its affiliates, subsidiaries, shareholders, officers and directors, agents, employees, and partners from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of this Agreement and/or your use of the Audible Service, Audible Software, Devices and/or the Audible Content.

22. Governing Law.

This Agreement will be exclusively governed by the laws of the State of New Jersey without regard to its principles on the conflicts of laws.

23. Arbitration.

Any controversy or claim arising out of or relating to this Agreement or its breach, with the exception of injunctive relief sought by Audible for any violation of Audible's intellectual property or other proprietary rights or of the licenses granted pursuant to this Agreement, will be settled by arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, if you are domiciled outside the United States, then the dispute will be resolved by arbitration under the then-current International Arbitration Rules of the American Arbitration Association. The location of the arbitration shall be Newark, New Jersey, USA.

24. Changes.

We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the Audible Service. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to the Audible Site. Your continued use of the Audible Site following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

25. Miscellaneous.

This Agreement constitutes the entire agreement between you and Audible, and supersedes any prior agreements between you and Audible, written or oral, with respect to the subject matter herein. Any additional or different terms in any order or written communications from you are void. In the event of a direct conflict between the terms of this Agreement and: (A) other terms and conditions that may be applicable to the Audible Service generally, the terms of this Agreement will control with respect to the subject matter of this Agreement; and (B) the Privacy Notice, Policy on Audible Content Plans, Additional Terms, Software Licenses or Digital Millennium Copyright Notice, the terms and conditions of such statement, document, license or policy will control with respect to the subject matter thereof. In the event of a direct conflict between the terms of this Agreement, including but not limited to the statements, documents and policies incorporated by reference into this Agreement, and the terms and conditions of a particular marketing promotion or offer, the terms of such particular marketing promotion or offer shall control with respect to the such marketing promotion or offer. The failure of Audible to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Audible will not be responsible for failures to fulfill any obligations due to causes beyond its control. Headings are for convenience only and will not be used to alter the meaning of any provision. You shall not bring a legal action under this Agreement more than two (2) years after the cause of action arose. All notices and demands required to be given to Audible hereunder shall be in writing and shall be served by personal service, nationally recognized overnight courier service or by certified mail, and shall be effective on the date received as evidenced by proof of receipt, if delivered to Audible, Inc., One Washington Park., Newark, N.J. 07102, Attn: General Counsel.