1. 1.  IF THE PRODUCTION OFFER PAGE AND DEAL CONFIRMATION PAGE STATE THAT RIGHTS HOLDER GRANTS AUDIBLE EXCLUSIVE DISTRIBUTION RIGHTS AND PROVIDE FOR ONLY ROYALTY SHARE PAYMENTS TO PRODUCER, THE FOLLOWING PAYMENT TERMS APPLY: Rights Holder will pay Producer the royalty rate set forth in the Deal Confirmation Page for all sales of the VRAudiobook in the Territory and otherwise in accordance with Audible’s standard ACX Royalty Payment Terms and Procedures for Royalty Share Deals in effect as of the date of the Deal Confirmation Page as full consideration for all services performed by Producer under this Agreement, provided Producer is not in breach of this Agreement. Producer is responsible for all of Producer’s costs and expenses in producing the VRAudiobook. Rights Holder and Producer acknowledge that Audible will pay, on Rights Holder’s behalf and at Rights Holder’s direction, all payments owed to Producer under this section on sales made by Audible or Audible’s Affiliates.  
   2. IF THE PRODUCTION OFFER PAGE AND DEAL CONFIRMATION PAGE STATE THAT RIGHTS HOLDER GRANTS AUDIBLE EXCLUSIVE DISTRIBUTION RIGHTS AND PROVIDE FOR BOTH ROYALTY SHARE PAYMENTS AND A ONE-TIME FEE PAYMENT TO PRODUCER, THE FOLLOWING PAYMENT TERMS APPLY:  Rights Holder will pay Producer (i) the one-time fee payment set forth in the Deal Confirmation Page within 30 days of Producer’s completion of the VRAudiobook and Rights Holder’s approval (or deemed approval) of the VRAudiobook and (ii) the royalty rate set forth amount set forth in the Deal Confirmation Page for all sales of the VRAudiobook in the Territory in accordance with Audible’s standard ACX Royalty Payment Terms and Procedures for Royalty Share Deals in effect as of the date of the Deal Confirmation Page as full consideration for all services performed by Producer under this Agreement, provided Producer is not in breach of this Agreement. Producer is responsible for all of Producer’s costs and expenses in producing the VRAudiobook. Rights Holder and Producer acknowledge that Audible will pay, on Rights Holder’s behalf and at Rights Holder’s direction, all royalty payments owed to Producer under this section on sales made by Audible or Audible’s Affiliates. 
   3. IF THE PRODUCTION OFFER PAGE AND DEAL CONFIRMATION PAGE STATE THAT RIGHTS HOLDER GRANTS AUDIBLE EXCLUSIVE DISTRIBUTION RIGHTS AND PROVIDE FOR THE PAYMENT OF A ONE-TIME FEE TO PRODUCER (WITHOUT ROYALTY SHARE PAYMENTS), THE FOLLOWING PAYMENT TERMS APPLY:  Rights Holder will pay Producer the sum set forth in the Deal Confirmation Page within 30 days of Producer’s completion of the VRAudiobook and Rights Holder’s approval (or deemed approval) of the VRAudiobook as full consideration for all services performed by Producer under this Agreement, provided Producer is not in breach of this Agreement. Producer is responsible for all of Producer’s costs and expenses in producing the VRAudiobook. 

4. Additional Rights of Termination. Section 8(a) and 8(b) of the Production Standard Terms will be replaced with the following: 

1. 1. Termination with no Termination Fee. In addition to the rights of the parties to terminate this Agreement without payment of fees pursuant to Section 3(d) and 12, Rights Holder may terminate this Agreement with no fee or compensation of any kind owing to Producer if Producer fails to deliver the final version of the VRAudiobook for Rights Holder’s approval by the applicable date set forth in the Deal Confirmation Page and fails to do so within 48 hours of Rights Holder’s written request to Producer to do so through the ACX messaging system (and sending a copy of the message to info@acx.com). 

   2. Termination with Termination Fee. Commencing on the date that Producer accepts Rights Holder’s offer for a VRAudiobook, Rights Holder will have seven (7) days to request to review an unedited version of the VRAudiobook pursuant to the terms below. Rights Holder will have seven (7) days from the date of Producer’s delivery of the unedited version of the VRAudiobook to review the unedited version of the VRAudiobook (the “Initial Review Period”). If Rights Holder rejects the unedited version of the VRAudiobook provided by Producer within the Initial Review Period, or if either party otherwise elects to terminate this Agreement during the Initial Review Period, then either party may terminate this Agreement prior to expiration of the Initial Review Period by providing written notice of termination to the other through the ACX messaging system (and sending a copy of the message to info@acx.com) no later than the end of the Initial Review Period. If this Agreement is terminated during the Initial Review Period in accordance with the immediately preceding sentence, then no fee or compensation of any kind will be payable by either party to the other in connection with any termination of this Agreement pursuant to the foregoing sentence. Following the expiration of the Initial Review Period, but prior to Rights Holder’s approval of the Completed Audiobook, if Rights Holder elects to terminate this Agreement: (A) If Rights Holder and Producer have agreed to a one-time production fee arrangement, Rights Holder must pay Producer a cancellation fee equal to 50% of the estimated production fee as set forth in the Deal Confirmation Page, or (B) if Rights Holder and Producer have agreed to a royalty share arrangement with or without a fixed fee payment, then Rights Holder must pay Producer a cancellation fee equal to $50 base plus $50 per finished hour multiplied by the projected number of finished hours (in 10 minute increments) in the Deal Confirmation Page; up to a maximum of $1,250. Rights Holder may not terminate this Agreement without Producer’s consent after Rights Holder has approved the Completed VRAudiobook. "Completed VRAudiobook" means the audio recording of the entire Book, following the editing and/or mastering process. 

   3. If this Agreement is terminated pursuant to Section 3(d) or this Section 8, Rights Holder acknowledges and agrees that Rights Holder will have no right to publish, distribute or otherwise use the VRAudiobook, or any portion thereof, that was provided by Producer. 

5. Delivery of Completed VRAudiobook. Section 9 of the Production Standard Terms is replaced with the following: Producer will upload the Completed VRAudiobook to ACX’s title production page in accordance with the requirements of ACX. When approving the Completed VRAudiobook, Rights Holder must use the approval submission feature on ACX. 

6. Ownership. Section 10 of the Production Standard Terms is replaced with the following for VRAudiobooks: Subject to the restriction on audiobook production rights above and the distribution rights granted by Rights Holder to Audible, as between Rights Holder and Producer, Rights Holder will retain any and all right, title, and interest in and to the Book and the VRAudiobook, including the copyright in the Book and the sound recording copyright in the VRAudiobook, subject to applicable law. Producer agrees that the VRAudiobook, including without limitation the results and proceeds of Producer’s services, constitute a "work made for hire" to the full extent permitted by law, with all copyrights in the VRAudiobook owned by Rights Holder. To the extent that the VRAudiobook does not qualify as a work made for hire under applicable law, Producer assigns to Rights Holder all right, title and interest Producer may have in and to the VRAudiobook, including, but not limited to, all copyright or rights of authorship in the VRAudiobook, subject to applicable law.  

7. Right of Publicity Grant. Section 11 of the Production Standard Terms is replaced with the following: Producer agrees that Rights Holder and Audible will have the right to use Producer’s name, likeness, voice (including Producer’s Voice Replica as embodied in a VRAudiobook), and biographical information in marketing for the VRAudiobook in any and all media without time or use restrictions, provided that Rights Holder will comply with Audible’s then-applicable attribution and transparency guidelines. Producer will, promptly on request, provide Rights Holder and Audible an image and brief written biography suitable for use by Rights Holder and Audible in the marketing of the VRAudiobook. Such grants survive the termination of the Production Standard Terms. 

5. Modifications to ACX Book Posting Agreement for VRAudiobooks. The following terms apply to VRAudiobooks: 

1. 1. Inapplicable Terms. The following sections from the BP Agreement do not apply for VRAudiobooks: 9, 13, and 14(a). 

   2. Distribution by Audible. Sections 5(a) and 5(b) of the BP Agreement are replaced with the following: 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 VRAudiobook 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 VRAudiobook available on the Audible Service by accepting a prior version of this Agreement, the “Initial Term” means the period beginning on the date the VRAudiobook is completed and continuing for 7 years from the date the VRAudiobook is first made available for sale pursuant to this Agreement. If you have previously made the VRAudiobook available on the Audible Service by accepting a prior version of this Agreement with respect to the VRAudiobook 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 VRAudiobook based on the Audible Exclusive Royalty Rate of 50% (less the royalty rate payable to the Producer as set forth in the Deal Confirmation Page) and otherwise 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." 

   3. Delivery of Completed Audiobook. Section 6 of the BP Agreement is replaced with the following: When the Producer you engage finishes production of the VRAudiobook, the Producer will upload the completed VRAudiobook to ACX's title production page in accordance with the requirements of ACX. You will be required to approve the VRAudiobook using the ACX approval submission feature for rights holders in order for the VRAudiobook to be deemed approved and ready for distribution by Audible. 

   4. Withholding, Suspension and Offset of Royalty Payments: Section 11 of the BP Agreement is replaced with the following: If (a) you are in breach of any of your obligations to Audible or to any ACX participant under any ACX agreement applicable to a VRAudiobook (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 (if any) due to you on the applicable VRAudiobook will continue to accrue, but Audible is entitled to withhold or suspend 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, if any, 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 a VRAudiobook against royalty payments Audible owes you on the applicable VRAudiobook. If you elect to pay the Producer who produces a VRAudiobook using the ACX royalty share option without a one-time fee payment and Audible stops distribution of the VRAudiobook due to a Breach or Third Party Claim, you agree to pay the Producer a termination fee of $50 multiplied by the actual number of finished hours (in 10 minute increments) of the VRAudiobook; up to a maximum of $1,250 as full payment for the Producer's services in creating the VRAudiobook. If you elect to pay the Producer who produces a VRAudiobook using the ACX royalty share option with a one-time fee payment and Audible stops distribution of the VRAudiobook due to a Breach or Third Party Claim, you agree to pay the Producer a termination fee equal to the sum of (a) $50 plus (b) the agreed per finished hour rate on the deal confirmation page multiplied by the actual number of finished hours (in 10 minute increments) of the VRAudiobook; up to a maximum of $1,250 as full payment for the Producer's services in creating the VRAudiobook. 

   5. Early Termination. Section 14 of the BP Agreement is replaced with the following:  

1. 1. 1. (a) Subject to Section 14(b), Rights Holder can terminate this Agreement at any time after the 90 day anniversary of the date that Audible first makes the VRAudiobook available for sale by emailing info@acx.com with a request for the termination. Audible will process the Rights Holder’s request within 30 days from the date of its receipt and notify Rights Holder when the termination is effective. If this Agreement is terminated pursuant to this Section 14, Rights Holder acknowledges and agrees that Rights Holder will have no right to publish, distribute or otherwise use the VRAudiobook provided by Producer. 

      2. (b) If Rights Holder elects to pay the Producer who produces a VRAudiobook using the ACX royalty share option (with or without a one-time fee payment), and thereafter elects to terminate this Agreement under this Section during the Initial Term, then Rights Holder must obtain the consent of the Producer, and the Producer must email info@acx.com approving Rights Holder’s 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. (c) 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, 10, 11, 14, 15, 16, 18, 19, 21, 22, and 23 shall survive termination. Notwithstanding anything else set forth herein, you acknowledge that after the termination or expiration of this Agreement for any reason, Audible will retain all the rights necessary for customer support and maintenance, including continuing access and ability to download copies of the VRAudiobook that customers purchased during the Distribution Period.  

f. Direct Payment by Audible to Producer. Section 15 of the BP Agreement is replaced with the following: 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 you 75% of the royalties payable under this Agreement on sales and distribution of the VRAudiobook, and you authorize and direct Audible to pay the remaining 25% of the royalties, on your behalf, to the Producer who you engaged to produce the VRAudiobook as payment for Producer’s services in creating the VRAudiobook.

g. Ownership. Section 17 of the BP Agreement is replaced with the following: As between you and Audible, except for the rights and license you grant to Audible in this Agreement, you retain all right, title, and interest in and to the Book and the VRAudiobook, including the copyright in the Book and the copyright in the sound recording for the VRAudiobook, subject to applicable law. All rights in the Book not granted in this Agreement to Audible are expressly reserved by you. Subject to rights you retain, Audible or its Affiliates will own all rights, title and interest in and to (a) Audible’s trademarks, (b) all formatting and technology and any derivatives thereof used by Audible to create each Digital Audio Product, and (c) all materials and services provided by Audible under this Agreement, including all intellectual property rights embodied in or associated in them.  

6. Use of Voice Recording Data and Voice Replicas. In order for a Producer to generate a Voice Replica, a Producer must create, upload or otherwise process their voice recordings and related content through our Program Materials (“Voice Recording Data”). Audible may use your Voice Recording Data and Voice Replicas solely for the purposes of (a) enabling you to generate and commercialize your Voice Replica in accordance with the terms of this Agreement, and (b) developing and improving Audible’s and its affiliates’ services and offerings (including the technology that makes high quality voice replicas possible). Notwithstanding the foregoing, we will not directly commercialize a Producer’s voice on a standalone basis without their consent.  

7. Deletion of Voice Replica. 

1. 1. You may request deletion of your Voice Replica from ACX at any time by giving us notice via email at info@acx.com, provided that you do not have any current and continuing production agreements in place through ACX for use of your Voice Replica. In the event you have a current production agreement in place through ACX, you may not request deletion of your Voice Replica until such time as all VRAudiobooks that are subject to such agreements are produced and delivered. Deletion of your Voice Replica will not affect any VRAudiobooks already in distribution.   

   2. Subject to the conditions in Section 7(a), we will also delete your Voice Replica if you notify us via email at info@acx.com that you wish to permanently close your ACX account and delete your data.  

   3. We reserve the right, but not the obligation, to remove any Voice Replica in our sole discretion for any reason.   

8. Representations and Warranties. In addition to the terms set forth in Section 13 of the Production Standard Terms, each time Producer creates, uploads or otherwise processes Voice Recording Data, Producer represents and warrants, for the benefit of Rights Holder and Audible and its affiliates, that any sound recordings in the Voice Recording Data are personally recorded and uploaded by Producer and only capture Producer’s voice (and no other voices), without alteration, for creation of Producer’s Voice Replica. 

9. Amendments to this Agreement. We may make changes to this Agreement. The “Last Updated” date above indicates when this Agreement was last changed. Unless otherwise noted at the time of posting, changes to this Agreement will be effective immediately upon our posting of them. You accept changes by using ACX after we have posted changes or, if we provide you a means of indicating your acceptance online, by clicking "Accept" or its equivalent. It's your responsibility to check for changes. Changes to this Agreement will not affect any other agreement you have entered into through ACX with Audible or another ACX participant prior to the effective date of such changes or any distribution rights you have granted through ACX prior to the effective date of such changes.

10. Governing Law and Dispute Resolution Procedures. 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 process described in Section 14 of the ACX Account Holder Agreement. 

11. General. This Agreement, together with the ACX Agreements and any Deal Confirmation Pages, constitute the entire understanding between the parties with respect to the subject matter hereof, and supersede all other agreements and understandings between the parties. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed a later waiver of such term or condition, or of any later breach thereof, or as a waiver of any other term or condition in this Agreement.