Audible for Business Terms and Conditions

Last Updated: February 24, 2020

These terms and conditions (“Terms”) constitute an agreement between Audible, Inc. (“Audible”) and the entity that you are duly authorized to legally bind (the “Organization” and, together with Audible, the “Parties”) governing access by the Organization to, and use by the Organization of Audible for Business. Audible for Business provides the Organization with access to the digital spoken word content (“Titles”) made available to the Organization (“Catalog”). The Titles are made available to Organization through Audible’s websites, mobile device applications and any other forms of content delivery that Audible may, from time to time, use to deliver the Titles. The Audible Conditions of Use and the Amazon.com Privacy Notice, each as amended from time to time (collectively, the “Policies”) are incorporated into these Terms, form part of this agreement and govern the Organization’s use of the Audible for Business Suite (as defined below).

By clicking through the Terms, Organization agrees to the following:

1. Membership

In consideration for the Organization’s compliance with these Terms, Audible grants to the Organization a limited, revocable, non-exclusive, non-transferable and royalty free license to access and make non-commercial use of the Audible for Business Suite (the “Membership”). As part of the Membership, the Organization may grant access and use of the Membership to the Organization’s participating employee base (the “End Users”). All rights not expressly granted by these Terms or any of the applicable Policies remain with Audible, its licensors, suppliers, publishers, rights holders or other content providers. The Organization may not reproduce, duplicate, copy, sell, resell, or otherwise use for any commercial purpose the Membership or the Audible for Business Suite in whole or in part without the explicit written consent of Audible.  For the avoidance of doubt, the Membership does not include any right of the Organization to collect and use product offers, descriptions or prices; to make a derivative use of the Membership or the Audible for Business Suite; nor to download, data mine, copy, or similarly gather or extract data from the Membership or the Audible for Business Suite.  The Membership is non-returnable and non-refundable.

The Organization shall not use the Membership or the Audible for Business Suite in a manner that is not expressly authorized by these Terms or the Policies. Violation of any of the foregoing will result in a revocation, in Audible’s sole discretion, of the Membership.  

2. Organization Registration

In order to manage the Organization’s Membership, the Organization must register an Audible for Business account (“Account”) by using the Audible for Business portal (the “Portal”, together with the Titles, Catalog and Membership, the “Audible for Business Suite”). The Organization is responsible for all of its activities on the Portal, including responsibility for maintaining the security of credentials associated with its Account.

3. Onboarding; Removal

Subject to Section 1 above, the Organization may invite End Users to access the Membership. In order to onboard End Users, the Organization will input the End Users’ Organizational e-mail address into the Portal. The Organization will also have the option to input additional End User identifying information, such as first and last name, Organization e-mail address, country of residence, department, office location, and organization ID (“Onboarding Data”).  Audible will use the Onboarding Data to send a link to each End User containing a unique registration code in order to register their existing Amazon/Audible accounts or newly created Amazon/Audible accounts (“Registration”). Following Registration, the Parties acknowledge and agree that Audible may, in its sole discretion, remove or otherwise suspend access to the Audible for Business Suite of any End User who does not comply with the Audible Conditions of Use, Amazon.com Privacy Policy or the Audible for Business End User Engagement Reporting Agreement.  In the event that an End User is no longer part of the Organization’s participating user base, the Organization shall revoke the End User’s access to the Membership via removal of the End User in the Portal.

4. End User Engagement Reporting Data

 As part of the Membership, the Organization will have access to listening and engagement reporting data pertaining to End Users use of Audible for Business (the “Engagement Reporting Data”). The Engagement Reporting Data shall be treated as Confidential Information (as defined below).  The Organization shall access, collect, use and store Engagement Reporting Data solely for the purpose of evaluating End User listening behaviors and shall not commercialize, distribute, repurpose, transmit, exchange or otherwise make the Engagement Reporting Data available to third parties.

5. Additional Purchases

The Organization may at any time make additional purchases. The Parties acknowledge and agree that all additional purchases made by Organization shall automatically be subject to these Terms.

6. Membership Modification

Audible may in its sole discretion, and without notice to or consent of the Organization, modify the Membership, including the addition or removal of Titles from the Membership.

7. Term

The Membership is effective as of the date of purchase and expires upon the earlier to occur of (i) one year from the date of purchase of that Membership and (ii) the last day of the month in which the Organization has exhausted all Titles available to it through that Membership (the “Term”). Any of Organization’s Titles remaining unused upon the expiration of the Term are void and non-refundable.

8. Payment Methods; Taxes
   
   
   • Credit Card. Unless the Parties have agreed to payment via invoice pursuant to Section 7(b), purchase of a Membership shall be made by the Organization by credit card. Credit card payment for all purchases and any applicable taxes will be processed at checkout.
   • Invoice. Invoice payment for all purchases and any applicable taxes shall be made by the Organization within thirty (30) days of issuance by Audible of the applicable invoice. Unless otherwise agreed to in writing by the Parties, each payment shall be made by wire transfer to a bank account designated in writing by Audible.
   • Taxes. All fees payable by the Organization are exclusive of applicable taxes and duties, including, without limitation, VAT (if applicable), excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). The Organization will provide such information to Audible as reasonably required to determine whether Audible is obligated to collect Indirect Taxes from the Organization. Audible shall not collect, and the Organization shall not pay, any such Indirect Tax or duty for which the Organization furnishes Audible with a properly completed exemption certificate or a direct payment permit certificate or for which Audible may claim an available exemption from such Indirect Tax. All payments made by the Organization to Audible will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, the Organization will pay such additional amounts as are necessary so that the net amount received by Audible is equal to the amount then due and payable for the Membership. Audible will provide the Organization with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under these Terms.

9. Representations and Warranties

By creating an Account, the Organization represents that (i) the individual acting on behalf of the Organization has been duly authorized to legally bind the Organization; (ii) the Organization has all requisite right, power, and authority to enter into, perform its obligations under, and otherwise agree to these Terms; (iii) Organization will comply with all applicable laws in carrying out the activities and obligations contemplated by these Terms, and will not engage in any illegal, false or deceptive acts or practices with respect to its business activities in connection with these Terms;  (iv) these Terms constitute a legal, valid and binding obligation enforceable against the Organization; and (v) all of the End Users being provided access to the Audible for Business Suite are above the age of 13.

10. Confidentiality; Publicity

(a)         The Parties will comply with the terms of any nondisclosure agreement between Audible, or any of Audible’s affiliates and the Organization. If no such agreement exists, “Confidential Information” means all non-public information, regardless of when received, disclosed by either Party or their representatives (collectively, the “Disclosing Party”) to the other Party or their representatives (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should be treated by the Receiving Party as confidential. Confidential Information includes, without limitation, End User Engagement Reporting Data,  Onboarding Data, non-public information relating to either Party’s technology, trade secrets, products, services, processes, data, customers, business plans and methods, pricing, designs, ideas, concepts, improvements, product developments, discoveries and inventions (whether patentable or not), promotional and marketing activities, finances, business affairs and activities relating to any of the foregoing.

(b)         Each Party will use Confidential Information only in accordance with these Terms. Each Party will (w) protect the other Party’s Confidential Information and (x) use the Confidential Information only to fulfill its obligations under these Terms. Each Party may disclose Confidential Information as required to comply with orders of governmental entities that have jurisdiction over it, or as otherwise required by law. The Receiving Party will take reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including (as applicable) seeking an appropriate protective order to limit the disclosure of Confidential Information.

(c)          Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party's Confidential Information; (y) was or becomes generally known by the public other than by breach of these Terms by, or other wrongful act of, the Receiving Party or any of its Representatives; or (z) was received by the Receiving Party from a third Party who was not, at the time, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information.

(d)         The Organization will promptly inform Audible in writing if any Confidential Information is being sought in response to legal process or by applicable law.

(e)         Neither Party may issue a press release or make any other public statement regarding the subject matter hereof without the other Party’s prior written approval of such release or statement, which approval may be provided or withheld at the applicable Party’s sole discretion, e-mail being a sufficient form of writing. Notwithstanding the foregoing, the Organization hereby grants Audible a non-exclusive, non-transferable, limited license to use the Organization’s name and logo solely in connection with Audible’s identification of the Organization as an Audible for Business client. Any further use by Audible of the Organization’s name and logo in connection with the promotion, sale or marketing of Audible for Business shall be subject to written approval by the Organization, e-mail being a sufficient form of writing.

11. Data Security
    
    
    • The Organization will have and maintain an information security program that complies with information protection laws that has been developed, implemented and maintained in accordance with industry standards. The Organization’s information security program should include technical, physical and administrative safeguards designed to (i) ensure the security and confidentiality of any Confidential Information shared with the Organization by Audible; (ii) protect against any reasonably anticipated threats or hazards to the security and integrity of the Confidential Information; and (iii) protect against any actual or suspected unauthorized processing, loss, use, disclosure or acquisition of or access to any Confidential Information.
      
    • Security Incident. If the Organization at any time suspects that an unauthorized person has access to its Account, that the Account is no longer secure, or that there has been a violation of the Organization’s information security program (each a “Security Incident”), the Organization will promptly inform Audible in writing of the Security Incident and those measures being undertaken by the Organization to remedy same. Audible shall have the right to suspend Organization’s access to End User Engagement Reporting upon the occurrence of a suspected or actual Security Incident, until such Security Incident has been fully resolved to Audible’s satisfaction. In the event of a Security Incident, Organization agrees not to notify any regulatory authority, nor any customer, on behalf of Audible unless Audible specifically authorizes the Organization to do so. Organization will cooperate with Audible to execute a plan, as necessary, to rectify any Security Incident (including any regulatory contacts regarding same).

12. Disclaimer

UNLESS OTHERWISE SPECIFIED IN WRITING, THE AUDIBLE FOR BUSINESS SUITE AND ALL OTHER AUDIBLE PRODUCTS OR SERVICES MADE AVAILABLE TO THE ORGANIZATION BY AUDIBLE ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AUDIBLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS OR THAT THE CONTENT IS APPROPRIATE FOR THE END USERS. TO THE FULLEST EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AUDIBLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT SELLS AND THE SERVICES IT PROVIDES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

13. Indemnification
    
    
    • The Organization will defend, indemnify, and hold harmless Audible, its affiliates, and each of their respective officers, directors, employees, independent contractors and agents (each, an “Indemnified Party”) from any losses, liabilities, damages, taxes, expenses and costs, including reasonable attorney’s fees and costs (collectively, “Losses”) arising out of or relating to any claim, investigation or other proceeding (a “Claim”) concerning: (i) any breach by the Organization of any of its obligations, representations or warranties under these Terms; (ii) Organization’s failure to comply with any applicable laws in connection with its performance under these Terms; and (iii) any actions of the Organization that is not authorized by or that is inconsistent with these Terms or any of the applicable Policies.
    • If an Indemnified Party is entitled to indemnification under these Terms, the Indemnified Party will give the Organization prompt written notice of the applicable claims (provided, however, that any delay in notification will not relieve the Organization of its obligations under these Terms except to the extent that the delay materially impairs its ability to defend against such claims) and cooperate reasonably with the Organization, at the Organization’s sole expense, in connection with the defense and settlement of the claim. The Organization will, at its own expense, have sole control of the defense or settlement of the claim; provided that in settling any claim, the Organization, without the prior written approval of the Indemnified Party, will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that result in or reasonably could result in any admission or the imposition of any liability of the Indemnified Party. The Indemnified Party will have the right to participate fully in the defense of any claim, at its own expense and with counsel of its own choosing.
      

14. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF A PARTY  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THESE TERMS, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOST BUSINESS. NEITHER PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL EXCEED THE LARGER OF (A) THE PRICE PAID FOR A MEMBERSHIP; OR (B) THE AMOUNTS PAYABLE OR PAID BY THE ORGANIZATION TO AUDIBLE IN CONNECTION WITH THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.  NOTHING IN THIS SECTION WILL LIMIT THE ORGANIZATION’S OBLIGATION TO PAY AUDIBLE PURSUANT TO SECTION 5 HEREOF.

15. Governing Law

These Terms are governed by and in accordance with the laws of the State of Washington without regard to its conflicts of law principles.  Each Party irrevocably consents to the non-exclusive jurisdiction and venue of the federal and state courts located in Seattle, WA with respect to any claim, action or proceeding arising out of or in connection with these Terms, their validity or the transactions contemplated by these Terms.

16. Public Sector Entities

If the Organization is a federal, state or local governmental or quasi-governmental entity and is precluded by law from agreeing to any of the provisions of Section 15 above, then any disputes with the Organization will be governed by the substantive laws of the sovereign under whose laws the Organization is formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions of the Terms being deemed unlawful, void or for any reason unenforceable against the Organization, those provisions will not apply to the Organization and will be deemed severable from the Terms. All other provisions in the Terms will remain in full force and effect.

17. Modifications

Audible may, in its discretion, change these Terms without notice to the Organization. If any changes to the Terms are found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes and the remainder of the Terms. The Organization’s continued use of the Audible for Business Suite after Audible changes the Terms constitutes the Organization’s acceptance of the changes. If the Organization does not agree to any changes, it must not use the Audible for Business Suite and must cancel the Organization’s Membership.

18. Termination
    
    
    • Either Party may terminate the Membership if (i) the other Party breaches a material provision of these Terms and the breach is not cured, if curable, within fifteen (15) days of receipt of written notice of the breach from the non-breaching Party or (ii) for any or no reason upon providing the other Party with thirty (30) days prior written notice, e-mail being a sufficient form of writing. Audible may terminate the Membership with immediate effect and without notice or right to cure the breach if the Organization uses the Audible for Business Suite in a manner inconsistent with or otherwise not authorized by the Terms. Any termination triggered pursuant to this Section shall not relieve the Organization of its obligations to pay any then outstanding amounts due to Audible nor entitle the Organization to any refund of any payment made to Audible, including for the avoidance of doubt, in the event of the revocation of the Membership granted to the Organization pursuant to Section 1 of these Terms.
    • The Parties acknowledge and agree that any termination of the Membership pursuant to this section revokes the Membership as described in Section 1. Following any expiration or termination of the Membership, the following Sections will continue to apply in accordance with their terms: Payment Method; Taxes, Termination, Indemnification, Disclaimer, Limitation of Liability, Confidentiality; Publicity, and Miscellaneous.
      

19. Miscellaneous

(a) Entire Agreement. Unless otherwise agreed to in writing by the Parties, these Terms (including, for the avoidance of doubt, the Policies): (i) constitute the exclusive and complete agreement between Audible and the Organization with respect to the Audible for Business Suite; (ii) supersede all prior oral or written communications between the Parties; and (iii) in the event that any conflict exists between these Terms and any other terms and conditions relating to the matters described herein, these Terms will control. Neither Party will be bound by, and each Party specifically objects to, any provision that is different from or in addition to these Terms (whether such provision is proffered verbally or in any quotation, invoice, terms of use, policy, or other similar terms and conditions), unless such provision is specifically agreed to be effective in addition to these terms in a writing signed by both parties.

 (b) Assignment. The Organization may not assign the Membership without Audible’s prior written consent. Subject to restriction in the immediately preceding sentence, the Terms will be binding on, inure to, and be enforceable against the Parties and their respective successors and permitted assigns.

(c) Severability. If any part of these Terms are not enforceable, the remaining provisions will remain valid and enforceable. In such case, the Parties will in good faith modify or substitute such provision consistent with the original intent of the Parties.  Without limiting the generality of this paragraph, if a court determines that any remedy stated in these Terms has failed of its essential purpose, then all other provisions of these Terms, including the limitations on liability and exclusion of damages, will remain fully effective.

(d) Amendment; Successors. This Agreement may be amended or modified only with the written consent of the Parties.  Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

(e) No Waiver.  Audible’s failure to enforce the Organization’s strict performance of any provisions of these Terms does not constitute a waiver of Audible’s right to enforce such provisions or any other provision of these Terms subsequently. No waiver of a Party’s rights under this Agreement is effective unless evidenced by a writing signed by such Party.

(f) Interpretation. As used herein: (i) the terms “include” and “including” are meant to be inclusive and will be deemed to mean “include without limitation” or “including without limitation”; (ii) words used in the singular, where the context so permits, will be deemed to include the plural and vice versa; (iii) any term defined in a particular tense will include other tenses of that term; and (iv) unless otherwise specified, all references to days, months or years will be deemed to be preceded by the word “calendar.”  The headings in these Terms are intended for convenience of reference and will not affect its interpretation.

(g) Conflicts. In the event of any conflict between these Terms and the Policies, these Terms will prevail.

(h) Notices. The Organization consents to receive communications from Audible electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on the Portal and other communications made available to you on a desktop or mobile device. The Organization agrees that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The Organization may retain copies of all of these communications for the Organization records. Audible may also send notices at the address provided when registering the Account, which you agree is a proper and valid address for any legal or contractual purpose.

(i) Third Party Rights.  Nothing expressed or implied in these Terms is intended or will be construed to confer upon or give any person other than Audible and Organization, and their permitted successors and assigns, any rights or remedies by reason of these Terms.

(j) Force Majeure.  Neither Party will be liable for failure to perform or delay in performing any obligation under these Terms to the extent that such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such Party (“Force Majeure Event”); provided, however, that the affected Party will promptly notify the other Party of the occurrence of the Force Majeure Event and will take reasonable steps to mitigate the effects of the Force Majeure Event and to resume performance of its obligations. 

(k) No Joint Venture.  These Terms will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity.  Each Party will act as an independent contractor and not as an agent of the other Party for any purpose, and neither Party will have the authority to bind the other nor hold itself out as an agent or representative of the other Party.