Last revised May 26, 2026

Version 3.1

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 ACX BOOK POSTING AGREEMENT ("AGREEMENT"), INCLUDING THE ACX ACCOUNT HOLDER AGREEMENT THAT IS INCORPORATED BY REFERENCE HERETO. PLEASE REVIEW THIS ENTIRE AGREEMENT CAREFULLY BEFORE CLICKING "AGREE & CONTINUE".

This ACX Book Posting Agreement ("Agreement") is a binding agreement between you, or the company or entity you represent, if you are entering into this Agreement on behalf of a company or entity ("you"), and Audible, Inc. ("Audible", "we" or "us"), a United States corporation. It sets forth the terms you agree to when you make a book available for production as an audiobook on the audiobook production service and rights marketplace available at www.acx.com ("ACX") (any book you make available on ACX for production as an audiobook, a "Book"). You enter into this Agreement each time you make a Book available on ACX. That means that there is a separate Agreement between you and us for each Book you make available on ACX.

If you have not previously made the Audiobook available on the Audible Service by accepting a prior version of this Agreement (i.e. version 2.4 or prior), the Effective Date (“Effective Date”) of this Agreement will be the date you click on “Agree and Continue”. If you have previously made the Audiobook available on the Audible Service by accepting a prior version of this Agreement and such version of the agreement is in force as of the date you click “Agree and Continue”, the Effective Date will be the first day of the next calendar month following the date you click “Agree & Continue”.  

Among other things, in this Agreement you grant to us distribution rights in any audio recording of the Book that is completed and delivered through ACX (an "Audiobook" and the digital file of the Audiobook as edited and encoded for distribution on an Audible Service, a “Digital Audio Product”) in the territory or territories you indicate (the "Territory") and the language you indicate (the "Language") when creating the title profile for your Book on ACX (the "Title Profile"). Our distribution rights to the Audiobook are either exclusive or non-exclusive, as provided below and as indicated by you in the Title Profile or when preparing a production offer page ("Production Offer Page") to a producer on ACX ("Producer") to make an Audiobook.

1. Authority to Enter Into this Agreement.

You represent and warrant that you are legally entitled to make the Book available for production and distribution as an audiobook because you are either:

1. The author of the Book, and have not transferred the audiobook production and distribution rights to the Book to any third party or, if you have transferred the rights, have regained the rights because they have reverted to you (an "Author");
2. A person or entity to whom the author of the Book has, directly or indirectly, transferred the audiobook production and distribution rights to the Book, including a publisher of the Book (a "Rights Recipient"); or
3. An agent or other authorized representative of an Author or a Rights Recipient to whom the Author or Rights Recipient has granted full power and authority to enter into this Agreement on behalf of the Author or Rights Recipient.

2. Rights

You represent and warrant that:

1. You have the full right, power and authority to enter into and fully perform this Agreement;
2. You have obtained all rights necessary for Audible to exercise the rights granted under this Agreement;
3. Neither the Book itself nor the materials embodied in it, nor the production and distribution of the Audiobook as permitted hereunder nor the exercise of the rights granted under this Agreement will violate any applicable law or infringe upon or otherwise violate the intellectual property, proprietary or other rights of any person or entity, including contractual rights, copyrights, trademarks, common law rights, rights of publicity or privacy or moral rights;
4. Neither the Book nor the Artwork (as defined below) contains any defamatory material;
5. The Book is not in the public domain and does not fall within any other category of books that are not eligible for production on ACX; and
6. You will be solely responsible for, and will pay, any third parties any royalties that they are owed with respect to the exercise of the rights granted under this Agreement.

3. ACX Offer and Acceptance Procedures and ACX Audiobook Production Standard Terms

When you send an offer to a Producer to produce an Audiobook, you agree to make the offer in accordance with the ACX Offer and Acceptance Procedures. If the Producer accepts your offer, the terms set forth in the deal confirmation page generated by ACX confirming your agreement with the Producer for the production of the Audiobook (the "Deal Confirmation Page") and the ACX Audiobook Production Standard Terms in effect as of the date of the Deal Confirmation Page will apply to your agreement with the Producer. The Deal Confirmation Page and version of the ACX Audiobook Production Standard Terms in effect as of the date of the Deal Confirmation Page are your "ACX Audiobook Production Agreement" with the Producer.

4. Exclusive Right to Produce an Audiobook

1. Once you have posted a Book on ACX, you will not produce, or authorize the production of, an audio recording of the Book in the Language for distribution in the Territory other than through ACX until you remove the Book from ACX so that the Book no longer has a Title Profile on ACX and is no longer listed as available for production on ACX. You may remove a Book from ACX at any time after you have posted it for production to ACX and before you have entered into an ACX Audiobook Production Agreement with a Producer by following the procedures provided for doing so on ACX.
2. Further, if you enter into an ACX Audiobook Production Agreement with a Producer, you will not produce, or authorize the production of, an audio recording of the Book in the Language for distribution in the Territory other than through ACX from the date the completed Audiobook is delivered to Audible in accordance with the terms set forth in the ACX Audiobook Production Agreement and continuing for the Initial Term (as defined below), unless no Audiobook is produced within 4 months after the date the Audiobook must be completed, as set forth in the ACX Audiobook Production Agreement, for reasons other than your failure to abide by your obligations under the agreement. In the event no Audiobook is completed within 4 months after the date the Audiobook must be completed under the ACX Audiobook Production Agreement for reasons other than your failure to abide by your obligations under the agreement, nothing in this Agreement will prevent you from re-posting the Book on ACX and making it available again for production as an audiobook on ACX or removing the Book from ACX.
3. By posting a Book on ACX, you grant to each ACX participant who auditions to produce the Audiobook a non-exclusive, non-transferrable, non-sublicensable license solely to use their audition recording of the Audiobook and use their audition recording as a "sample" of their work on their ACX Producer Profile page and for no other purpose. Additionally, you acknowledge and agree that you will only use each audition recording submitted by ACX participants pursuant to this Agreement solely for the purpose of evaluating and selecting an ACX participant to produce the Audiobook.

5. Distribution By Audible.

1. IF YOU ELECT TO GRANT AUDIBLE EXCLUSIVE DISTRIBUTION RIGHTS AND THE AUDIOBOOK IS PRODUCED THROUGH ACX, THE FOLLOWING TERMS APPLY:
   You grant to Audible the exclusive right and license to use, publish, reproduce, display, market, sell, distribute, make available, transmit, and perform (via streaming technologies) the Audiobook throughout the Territory in all formats now known or hereafter invented through any Audible Service for the Initial Term. If you have not previously made the Audiobook available on the Audible Service by accepting a prior version of this Agreement, the “Initial Term” means the period beginning on the date the Audiobook is completed and continuing for 7 years from the date the Audiobook is first made available for sale pursuant to this Agreement. If you have previously made the Audiobook available on the Audible Service by accepting a prior version of this Agreement (i.e. Version 2.4 or prior) with respect to the Audiobook and such version of the Agreement is in force as of the date you click “Agree and Continue” to accept the terms of this Agreement, the “Initial Term” means the period beginning on the Effective Date and ending at the end of the Initial Term as defined in such prior agreement. As full consideration for the exclusive distribution rights granted by you to Audible, Audible will pay you royalties on its distribution of the Audiobook based on the Audible Exclusive Royalty Rate as set forth in Audible's standard ACX Royalty Payment Terms and Procedures for Royalty Share Deals and Audible's standard ACX Royalty Payment Terms and Procedures for Pay-for-Production Deals (Audible Exclusive Distribution Rights), as applicable, in effect as of the date of the Deal Confirmation Page. After the Initial Term, this Agreement will renew automatically for additional consecutive 1 year periods (each, a "Renewal Term") unless either party provides written notice of termination to the other party in accordance with Section 14 below. “Audible Service” means a service that permits the sale and distribution of digital audio content through electronic means, including websites and applications owned, operated or controlled by Audible, its Affiliates or third party digital distributors. The Initial Term and each Renewal Term in either of the above cases is the "Distribution Period”.
2. IF YOU ELECT TO GRANT AUDIBLE NON-EXCLUSIVE DISTRIBUTION RIGHTS AND THE AUDIOBOOK IS PRODUCED THROUGH ACX, THE FOLLOWING TERMS APPLY:
   You grant to Audible the non-exclusive right and license to use, publish, reproduce, display, market, sell, distribute, make available, transmit, and perform (via streaming technologies), the Audiobook throughout the Territory in all formats now known or hereafter invented through any Audible Service during the Initial Term, as defined in Section 5(a) above. As full consideration for the non-exclusive distribution rights granted by you to Audible, Audible will pay you royalties on its distribution of the Audiobook based on the Audible Non-Exclusive Royalty Rate as set forth in Audible's standard ACX Royalty Payment Terms and Procedures for Pay-for-Production Deals (Audible Non-Exclusive Distribution Rights) in effect as of the date of the Deal Confirmation Page. After the Initial Term, this Agreement will renew automatically for additional consecutive Renewal Terms, unless either party provides written notice of termination to the other party in accordance with Section 14 below.
3. ALL YOU CAN LISTEN DISTRIBUTION: Audible offers its members all-you-can-listen catalogs of digital audio products, including without limitation, All You Can Listen Plan(s).

1. 1. If you have previously enrolled the Audiobook in Audible’s Global Reach program or any other program that offers members access to specified catalogs of digital audio products by accepting the terms of Audible’s Catalog Subscription Service Agreement, you acknowledge and agree that Audible’s Catalog Subscription Service Agreement for the Audiobook is hereby terminated and neither Audible nor you have any further rights or obligations to the other except for any rights or obligations that expressly survive termination.
   2. Where you have indicated you have the right to distribute the Audiobook in territories where our primary offering is an All You Can Listen Plan (e.g., Brazil, Italy, Japan, and Spain), you hereby grant Audible the right to distribute the Audiobook in an All You Can Listen Plan. For all other territories, you will identify if the Audiobook is eligible for distribution in all-you-can-listen catalogs of digital audio products, including without limitation, in an All You Can Listen Plan at the time of delivery of the Audiobook via ACX or as otherwise instructed by Audible.
   3. The enrollment of your Audiobook in Audible’s all-you-can-listen catalogs of digital audio products, including without limitation, All You Can Listen Plan(s). is subject to the requirements on the All You Can Listen (AYCL) Catalog Program Page.

4. Pricing. Audible may offer a feature that allows you to submit a list price for your Audiobook. Your use of this feature is subject to the requirements on ACX’s Pricing Page.  

6. Delivery of Completed Audiobook

When the Producer you engage finishes production of the Audiobook, the Producer will upload the completed Audiobook and one excerpt from the Audiobook to ACX's title production page in accordance with the requirements of ACX. You will be required to approve the Audiobook and excerpt using the ACX approval submission feature for rights holders in order for the Audiobook and excerpt to be deemed approved and ready for distribution by Audible.

7. Other Rights Granted to Audible

1. Additional Territories. You can expand the Territory at any time to add additional countries (each, an "Additional Territory"). If you want to grant Audible distribution rights in an Additional Territory, you may notify Audible by emailing Audible at info@acx.com or using such other means as Audible may provide for provision of notice of Additional Territories. The "Territory" will be deemed to include the Additional Territory as of the date of your email to Audible and Audible's distribution rights under this Agreement will automatically extend to include the Additional Territory.
2. Excerpts. During the Distribution Period, Audible will have the right, but not the obligation, to make, use and distribute excerpts from the Audiobook in the Territory in any media now known or hereafter invented for purposes of advertising and promoting the Audiobook. Such excerpts will be created by Audible and will not exceed 10 minutes in length or 10% of the total duration of the finished Audiobook, whichever is longer (each, an "Audible Excerpt"). Audible grants you a non-exclusive, non-transferrable, non-sublicensable license to use any Audible Excerpt solely online on a website for purposes of promoting the Audiobook. You may not email an Audible Excerpt to third parties or otherwise provide an Audible Excerpt to third parties in any format without the prior written consent of Audible. If you want to use an Audible Excerpt you may request that Audible send you an Audible Excerpt by emailing info@acx.com. Title to the digital file containing an Audible Excerpt will pass to you upon transmission by Audible. You may use any Audible Excerpt and any excerpts you create from the Audiobook to promote the Audiobook, but you may not promote Audible, ACX or the Audible Service without the prior written consent of Audible. In addition to the foregoing, Audible will have the right, but not the obligation, to use the excerpt that is delivered to ACX pursuant to Section 6 in the Territory in any media now known or hereafter invented for purposes of advertising and promoting ACX and the Audible Service.
3. Cover Art. During the Distribution Period, Audible will have the right to use and distribute any cover art, graphics, images, or other artwork related to the Book that you upload to ACX ("Artwork") once the audiobook production process begins, in accordance with ACX procedures for uploading Artwork and the title of the Book in the Territory in any media now known or hereafter invented for purposes of advertising and promoting the Audiobook. Audible may reformat the Artwork to meet its technical requirements and may alter or edit the Artwork to conceal inappropriate nudity or other elements in its sole and absolute discretion. The Artwork will be the same cover art, graphics, images, or other artwork used for the print version of the Book, unless you don't have the right to make this artwork available for use for the Audiobook, in which case you will use reasonable efforts to provide Audible with other suitable artwork. If you don't have the right to make the artwork used for the print version of the Book available for use with the Audiobook and you don't have other artwork to provide Audible, you will select the button that indicates that you have no artwork when you approve the finished Audiobook using the approval submission feature for rights holders on ACX. You cannot approve a finished Audiobook uploaded by a Producer to ACX without (i) uploading artwork (or having previously uploaded artwork to the Title Profile), or (ii) selecting the button that indicates that you have no artwork when you approve the finished Audiobook. If you have no artwork to provide Audible, you agree that Audible may use the title of the applicable Book against a plain background color selected by Audible or other cover art design prepared or selected by Audible in its sole discretion as the cover art design for the Audiobook and in connection with Audible's advertisement, sale and distribution of the Audiobook.
4. Right of Publicity Grant. During the Distribution Period, Audible will have the right to use your name, approved likeness, and approved biographical information in the Territory in any media now known or hereafter invented for purposes of advertising and promoting the Audiobook. Upon request, you will promptly provide Audible an image and brief written biography suitable for use by Audible in the marketing of the Audiobook. Any image or biographical information you provide will be deemed approved by you upon submission to Audible. Additionally, if you are not the author of the Book, you agree to obtain for Audible the right to use, during the Distribution Period, the author's name, likeness, and biographical information in the Territory in any media now known or hereafter invented for purposes of advertising and promoting the Audiobook.
5. Metadata. During the Distribution Period, Audible will have the non-exclusive right and license to reproduce, reformat for online display, transmit, display, and use the digital ISBN or similar product identifier, title, genre, author, publisher, initial publication date, Territory, audio CD list price, and other textual information identifying or related the Book that you deliver to Audible (collectively, the "Metadata"), in connection with the marketing, distribution, and sale of the Audiobook and the Audible Service.
6. Exercise of Rights and Sublicense. Audible may exercise any of the rights granted to it under this Agreement or discharge any of its obligations under this Agreement through one or more of its Affiliates. Audible may sublicense any of the rights granted to it under this Agreement to any of its Affiliates or to any third party and may permit any sublicensee to sublicense the rights Audible grants to it. Audible will remain responsible for each sublicensee's compliance with this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Audible.
7. Enforcement of Infringement. You grant us the right and appoint us as your authorized agent to enforce your rights in the Audiobook as embodied in the Digital Audio Product, including but not limited to issuing take-down notices to any third-party services hosting audio or video versions of the Audiobook that infringe on any exclusive rights you grant us under this Agreement or our ownership interests in the Digital Audio Product.

8. Geo-Filtering

Audible will use geographic filtering technology or other territory-to-customer matching system designed to limit the distribution of the Audiobook to the Territory ("Geographic Filtering System"). You acknowledge that any such Geographic Filtering System will not be able to fully prevent the delivery of the Audiobook outside the Territory and agree that Audible will be deemed to have delivered the Audiobook within the Territory as long as Audible has used the Geographic Filtering System in connection with such distribution.

9. Provision of Word Count

You will provide the word count for the Book in the Title Profile. If the word count you provide underestimates or overestimates the actual length of the Book by 20% or more, the Producer you engage to produce the Audiobook may terminate the Producer's ACX Audiobook Production Agreement with you based on your inaccurate word count in accordance with the terms of your ACX Audiobook Production Agreement with the Producer.

10. Payments to Producer

You understand that any Producer you engage that personally performs narration services for the Audiobook may be a member of a talent union or guild that requires a portion of the Producer's earnings under your ACX Audiobook Production Agreement with the Producer to be paid to the union or guild's pension, health and welfare account. Audible may, from time to time, post Payment Conditions for Certain Producers on ACX that govern payments by rights holders to such Producers under ACX audiobook production agreements ("Payment Conditions"). These Payment Conditions may include, among other things, instructions for sending all or a portion of a Producer's earnings to an independent paymaster or directly to the pension, health and welfare account of the applicable union or guild. You agree to abide by any Payment Conditions posted on ACX as of the date of the Deal Confirmation Page for any ACX Audiobook Production Agreement you enter into with a Producer.

11. Withholding and Offset of Royalty Payments

If (a) you are in breach of any of your obligations to Audible or to another ACX participant under any ACX agreement applicable to an Audiobook (a "Breach"), (b) a third party has asserted that you did not have all rights required to grant the rights that you granted in the applicable Book through ACX ("Third Party Claim"), or (c) you have failed to provide Audible with any forms, documents, or certifications as may be required for Audible to satisfy any information reporting or withholding tax obligations with respect to any payments to you, including any such obligations in respect of payments made by Audible to you on behalf of an ACX participant, royalties due to you on the applicable Audiobook will continue to accrue, but Audible is entitled to withhold the royalty payments until you cure the Breach, fully resolve the Third Party Claim, or provide Audible with the information and documentation specified in Section 11(c) above. Each party will notify the other in writing of any Breach or Third Party Claim of which it is aware within 5 days after it learns of the Breach or Third Party Claim. Audible will recommence sending you royalty payments 30 days after you send Audible documentation evidencing that you have cured the Breach, fully resolved the Third Party Claim, or provided the information and documentation as provided in Section 11(c) above. Further, Audible is entitled to offset any indemnity or other payment that you owe Audible with respect to a Breach or Third Party Claim related to an Audiobook against royalty payments Audible owes you on the applicable Audiobook. If you elect to pay the Producer who produces an Audiobook using the ACX royalty share option without a one-time fee payment and Audible stops distribution of the Audiobook due to a Breach or Third Party Claim, you agree to pay the Producer a termination fee of $100 times the actual number of finished hours (in 10 minute increments) of the Audiobook; up to a maximum of $2,500 as full payment for the Producer's services in creating the Audiobook. If you elect to pay the Producer who produces an Audiobook using the ACX royalty share option with a one-time fee payment and Audible stops distribution of the Audiobook due to a Breach or Third Party Claim, you agree to pay the Producer a termination fee equal to the sum of (a) $100 plus (b) the agreed per finished hour rate on the deal confirmation page times the actual number of finished hours (in 10 minute increments) of the Audiobook; up to a maximum of $2,500 as full payment for the Producer's services in creating the Audiobook.

12. Taxes

All payments made by Audible will be inclusive of any applicable VAT or equivalent applicable sales tax. Audible may deduct and withhold taxes owing from amounts payable to you, and payments to you that are reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable to you, and Audible may report payments made to you to applicable tax authorities. You will provide Audible with any forms, documents, or certifications as may be required for Audible to satisfy any information reporting or withholding tax obligations with respect to any payments to you. You are solely responsible for your compliance with all applicable tax laws, including but not limited to the Canadian Excise Tax Act, and the payment of any applicable taxes.

13. Designation of Exclusive or Non-Exclusive Distribution Rights to Audible and Change of Designation

1. If you elect to pay the Producer who produces an Audiobook a one-time production fee (with no royalty share payments), you have the option of granting Audible exclusive (Section 5(a)) or non-exclusive (Section 5(b)) distribution rights to the Audiobook. If you grant Audible exclusive distribution rights under Section 5(a), you can change your grant to non-exclusive under Section 5(b) at any time after the 90-day anniversary of the date that Audible first makes the Audiobook available for sale by emailing info@acx.com with a request for the change. Audible will process your request within 30 days from the date of its receipt and will notify you when the change is effective. Until the effective date of the change, the terms of Section 5(a) apply. From and after the effective date of the change the terms of Section 5(b) apply and you will be entitled to royalties on sales of the Audiobook by Audible in accordance with Audible's standard ACX Royalty Payment Terms and Procedures for Pay-for-Production Deals (Audible Non-Exclusive Distribution Rights) in effect as of the date Audible receives your notice requesting the change. After this change is made, subsequent requests for changes are at Audible's sole discretion. 
2. If you elect to pay the Producer who produces an Audiobook using the ACX royalty share option (with or without a one-time fee payment), you must grant Audible exclusive distribution rights to the Audiobook and you cannot change your grant to non-exclusive.

14. Termination Procedures

1. Subject to Section 14(b), you can terminate this Agreement at any time after the 90 day anniversary of the date that Audible first makes the Audiobook available for sale by emailing info@acx.com with a request for the termination. Audible will process your request within 30 days from the date of its receipt and notify you when the termination is effective.
2. If you elect to pay the Producer who produces an Audiobook using the ACX royalty share option (with or without a one-time fee payment), to terminate this agreement under Section 14(a) during the Initial Term, you must obtain the consent of the Producer, and the Producer must email info@acx.com approving your request for the termination. Producer’s consent is not required to terminate this agreement during the Renewal Term. The termination will not be processed until Audible has verified the Producer’s consent.
3. If this Agreement is terminated pursuant to Section 5 or this Section 14, you may republish your Audiobook on ACX without obtaining Producer’s consent and without continuing to share royalties with the Producer. Upon termination or expiration of this Agreement, all rights and obligations of the Parties under this Agreement will be extinguished, except that Sections 1, 2, 4, 9, 10, 11, 13, 14, 15, 16, 18, 19, 21, 22, and 23 shall survive termination.

15. Direct Payment by Audible to Producer

If you elect to pay the Producer who produces an Audiobook using the ACX royalty share option (with or without a one-time fee payment), Audible will pay half of all royalties payable under this Agreement on sales of the Audiobook by Audible to you and, on your behalf, the other half to the Producer who you engaged to produce the Audiobook as payment for Producer’s services in creating the Audiobook.

16. Audible Controls its Distribution Decisions

(a) Audible will have sole discretion over all decisions related to its marketing, distribution, and sale of the Audiobook, regardless of whether the distribution rights you grant to Audible in this Agreement are exclusive or non-exclusive. All Audiobooks distributed by Audible are subject to Amazon's Offensive Content Policy. You understand that Audible is under no obligation to sell the Audiobook or, if Audible commences sale of the Audiobook, to continue to sell the Audiobook and that Audible makes no assurance to you that Audible will sell any minimum number of units of an Audiobook. Notwithstanding the foregoing, if you grant Audible exclusive distribution rights to the Audiobook and if, within 6 months after the finished Audiobook is delivered to Audible, Audible has not started selling the Audiobook for any reason other than Audible's rejection due to quality issues or failure to comply with the Production Standard Terms, you may send Audible written notice requesting that Audible commence sale of the Audiobook. If Audible does not commence selling the Audiobook within 3 months after its receipt of your written notice, (i) this Agreement will automatically terminate and all rights in the Book and the Audiobook granted to Audible in this Agreement will revert to you, and (ii) (A) if you agreed to the royalty share payment option with the Producer without a one-time fee payment for production of the Audiobook, Audible will pay the Producer a termination fee of $100 times the actual number of finished hours (in 10 minute increments) of the Audiobook; up to a maximum of $2,500 as full payment for the Producer's services in creating the Audiobook, or (B) if you agreed to the royalty share payment option with the Producer with a one-time fee payment for production of the Audiobook, Audible will pay the Producer a termination fee equal to the sum of (1) $100 plus (2) the agreed per finished hour rate on the deal confirmation page times the actual number of finished hours (in 10 minute increments) of the Audiobook; up to a maximum of $2,500 as full payment for the Producer's services in creating the Audiobook.

(b) Audible and its Affiliates may make new distribution channels available to you for your participation, and you are permitted to participate in such distribution channels. You may agree to terms concerning royalty calculations for such new distribution channels without obtaining the Producer’s prior consent; provided, however, that it is expressly understood and agreed that Audible will continue to pay Producer, on your behalf, the Producer's percentage share of royalties (as set forth in the Deal Confirmation Page) for all sales of the Audiobook by Audible or its Affiliates through such new distribution channels.

17. Ownership

As between you and Audible, except for the distribution rights you grant to Audible in this Agreement, you retain all right, title, and interest in and to the Book and the Audiobook, including the copyright in the Book and the copyright in the sound recording for the Audiobook. All rights in the Book not granted in this Agreement to Audible are expressly reserved by you.

18. Execution of Further Agreements and Documents

Protection of rights sometimes requires formal filings of paper documents and it may be helpful to us to have physical signed versions of this Agreement or other documents. You agree to sign and deliver to us any further documents that we may reasonably request to confirm your grant of rights to Audible under this Agreement, following all instructions we provide for signature and return ("Additional Documents"). If you do not complete and return any such Additional Documents within 30 days after we request them, you agree that we can sign the Additional Documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the Additional Documents as required to confirm our rights. In legal terms, your appointment is a power coupled with an interest.

19. Indemnification

You will indemnify and protect Audible, its Affiliates, its sub-distributors and any other ACX participant from any losses, costs, or liabilities incurred by any of them (a) because you did not have, or a claim is brought alleging you did not have, all rights required to grant the rights you grant to Audible in this Agreement, (b) as a result of a breach by you of any of your representations or warranties in this Agreement, or (c) as a result of your failure to meet any of your other obligations set forth in this Agreement or with respect to ACX generally. When this indemnity obligation applies, you will be required to pay all applicable costs and damages, including all costs of counsel to defend Audible, its Affiliates and sub-distributors and other ACX participants, and all damages awarded in a court of law against Audible, its Affiliates and sub-distributors and other ACX participants or in any settlement entered into by Audible, its Affiliates and sub-distributors and other ACX participants, including any costs associated with the resolution of any claim or proceeding. You will also be required to reimburse Audible for any payments made by Audible to the Producer you engaged to produce the Audiobook that is the subject of your indemnity obligation.

20. Account Holder Agreement

The ACX Account Holder Agreement (as amended from time to time) is expressly incorporated into and made a part of this Agreement.

21. LIMITATION OF LIABILITY.

AUDIBLE IS NOT LIABLE TO YOU UNDER ANY CIRCUMSTANCE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY PARTY'S LIABILITY FOR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

22. Entire Agreement; Enforceability

This Agreement and the documents referred to herein constitutes the entire agreement between you and us regarding the matters covered in it and supersedes any and all prior or contemporaneous understanding, agreement, or communication between you and us, whether written or oral, regarding the matters covered in it and may not be modified or amended except by a writing agreed to by you and us. If you have previously made the Audiobook available on the Audible Service by accepting a prior version of this Agreement with respect to the Audiobook, you acknowledge that such prior agreement is hereby terminated as of the Effective Date and neither Audible nor you have any further rights or obligations to the other except for any rights or obligations that expressly survive termination. You acknowledge that in executing this Agreement you are not relying on any express or implied representation, warranty, draft agreement, undertaking, promise collateral contract or other assurance or arrangement of any kind not contained herein. 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.

23. Governing Laws and Disputes

Notwithstanding any other provisions regarding governing law and disputes that may be applicable, this Agreement is governed by the laws of the State of New York. All disputes with respect to this Agreement will be subject to the dispute resolution provision specified in Section 14 of the ACX Account Holder Agreement (as amended from time to time).