Terms of Use | Audiohook

SAAS SERVICES
AND SUPPORT
1.1.
Subject to the terms ofthis Agreement, Audiohook willuse commercially reasonable efforts to provide Customer the Services. As partof the registration process, Customer willidentify an administrative usernameand password for Customer’s Audiohook account. Audiohook reserves the right torefuse registration of, or cancel passwords itdeems inappropriate.
1.2.
Subject to the terms here of, Audiohook will provideCustomer with support services in accordance withAudiohook’s standardpractice.
RESTRICTIONS AND RESPONSIBILITIES
2.1.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-howor algorithmsrelevant to the Services or any software, documentation or data related to theServices (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Audiohook or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for thebenefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use onCustomerpremises or devices, Audiohook hereby grants Customer anon-exclusive,non-transferable, non-sublicensable license to use such Softwareduring theTerm only in connection with the Services.
2.2.
Customer may not remove orexport from the UnitedStates or allow the export or re-export of the Services,Software or anythingrelated thereto, or any direct product thereof in violationof anyrestrictions, laws or regulations of the United States Department ofCommerce,the United States Department of Treasury Office of Foreign AssetsControl, orany other United States or foreign agency or authority. As definedin FARsection 2.101, the Software and documentation are “commercial items”andaccording to DFAR section 252.227‑7014(a)(1) and (5) are deemed tobe“commercial computer software” and “commercial computersoftwaredocumentation.” Consistent with DFAR section 227.7202 and FAR section12.212,any use modification, reproduction, release, performance, display,ordisclosure of such commercial software or commercial software documentationbythe U.S. Government will be governed solely by the terms of this Agreementandwill be prohibited except to the extent expressly permitted by the termsofthis Agreement.
2.3.
Customer represents,covenants, and warrants thatCustomer will use the Services only in compliancewith Audiohook’s standardpublished policies then in effect (the “Policies”),including but notlimited to the Privacy Policy [link] and the Service ProviderTerms [link] and all applicable laws andregulations. Customer hereby agrees toindemnify and hold harmless Audiohookagainst any damages, losses, liabilities,settlements and expenses (includingwithout limitation costs and attorneys’fees) in connection with any claim oraction that arises from an allegedviolation of the foregoing or otherwise fromCustomer’s use of Services.Although Audiohook has no obligation to monitorCustomer’s use of the Services, Audiohook may do so and may prohibit any use ofthe Services it believes may be(or alleged to be) in violation of the foregoing.
2.4.
Customer shall beresponsible for obtaining andmaintaining any equipment and ancillary servicesneeded to connect to, accessor otherwise use the Services, including, withoutlimitation, modems, hardware,servers, software, operating systems, networking,web servers and the like(collectively, “Equipment”). Customer shall alsobe responsible formaintaining the security of the Equipment, Customer account,passwords(including but not limited to administrative and user passwords) andfiles, andfor all uses of Customer account or the Equipment with or withoutCustomer’sknowledge or consent.
ADVERTISEMENTS
3.1.
Customer may use theServices to purchase online advertising on third party platforms by deliveringan insertion order toAudiohook via the digital form provided by Audiohook (an “Insertion Order”). Each Insertion Order must include a digital file with Customer’s advertisement(the “Advertisement”) and all other information requestedby Audiohook. All online advertising purchases via an Insertion Order shall besubject to thethen-current Standard Terms and Conditions for InternetAdvertising for MediaBuys One Year or Less (“IAB Terms”) as published bythe Interactive Advertising Bureau (“IAB”), and which may be amended from time to time, and subject to any amendments provided to Customer by Audiohook inwriting. The current IAB Terms are available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.
3.2.
All multimedia content (“Content”) in any Advertisement must in its entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Advertisements must not:
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• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
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• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or thatotherwise may be in conflict with this Agreement or the Policies.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

Upon submitting an Insertion Order, Customer grants Audiohook and its service providers, and each of their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties the applicable Advertisement(s) to provide the Services. Customer represents and warrant that it owns or control all rights in and to the Advertisements and has the right to grant the license granted above Audiohook and its service providers, and each of their respective licensees, successors, and assigns.
CUSTOMER SHALL BE RESPONSIBLE FOR ALL ADVERTISEMENTS IT SUBMITS THROUGH THE SERVICES. AUDIOHOOKIS NOT RESPONSIBLE OR LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OFANY ADVERTISEMENTSSUBMITTED BY CUSTOMER. AUDIOHOOK MAY, BUT DOES NOT HAVE ANYOBLIGATION TO, REVIEW ADVERTISEMNTS SUBMITTED BY CUSTOMER.
CONFIDENTIALITY: PROPRIETARY RIGHTS
4.1.
Each Party (the “ReceivingParty”) understandsthat the other Party (the “Disclosing Party”) hasdisclosed or maydisclose business, technical or financial information relatingto theDisclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Audiohook includesnon-public information regarding features, functionality andperformance of theService. Proprietary Information of Customer includesnon-public data providedby Customer to Audiohook to enable the provision ofthe Services (“CustomerData”). The Receiving Party agrees: (i) totake reasonable precautionsto protect such Proprietary Information, and(ii) not to use (except inperformance of the Services or as otherwisepermitted herein) or divulge to anythird person any such ProprietaryInformation. The Disclosing Party agrees thatthe foregoing shall not applywith respect to any information after five (5)years following the disclosurethereof or any information that the ReceivingParty can document (a) is orbecomes generally available to the public, or(b) was in its possession orknown by it prior to receipt from theDisclosing Party, or (c) wasrightfully disclosed to it without restrictionby a third party, or(d) was independently developed without use of anyProprietary Informationof the Disclosing Party or (e) is required to bedisclosed by law.
4.2.
Customer shall own all right,title and interest in andto the Customer Data. Audiohook shall own and retainall right, title andinterest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
4.3.
Not with standing anything to the contrary, Audiohook shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Audiohook will befree (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Audiohook offerings, and (ii) disclose such data solely in aggre gate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
PAYMENT OF FEES
5.1.
Customer will pay Audiohook the then applicable subscription fee set for that [URL] for the Services (the “Subscription Fee”).
5.2.
[Description or schedule of advertising fees] (the “Advertising Fees,” and together with the Subscription Fee, the “Fees”).
5.3.
Audiohook reserves the right tochange the Fees or applicable charges and to institute new charges and Fees at any time upon sixty(60) days’ prior notice to Customer (which may be sent by email). If Customer believes that Audiohook has billed Customer incorrectly, Customer may contact Audiohook’s customer support department.
5.4.
Subscription Fees shallbe payable in advance. Audiohook may choose to bill Advertising Fees through an invoice, in whichcase, full payment for invoices issued in any given month must be received by Audiohook thirty (30) days after the mailing date of the invoice.
5.5.
Unpaid amounts are subject to a finance charge of 1.5%per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Audiohook’s net income.
TERM AND
TERMINATION
6.1.
This Agreement shall be effective upon the earlier of the date Customer submits the Setup Form or first accesses or uses the Services, and shall continue until terminated by either Party pursuant to Section 6.2 or Section 6.3 (the “Term”).
6.2.
Customer may terminates this Agreement at any time and for any reason upon written notice to Audiohook.
6.3.
Audiohook may terminates this Agreement at any time and for any reason upon thirty(30) days’ prior notice to Customer (which may be sent by email). In addition to any other remedies it may have, Audiohook may also terminate this Agreement immediately upon notice (or without notice in the case of nonpayment), ifCustomer (a)materially breaches any of the terms or conditions of this Agreement; (b)becomes insolvent or is generally unable to pay, or fails to pay, its debts asthey become due; (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcyorinsolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
6.4.
Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Except as set forth in Section 7.2, Audiohook will not provide any refunds upon termination of this Agreement.
WARRANTY AND DISCLAIMER
7.1.
Audiohook shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduledmaintenance or for unscheduled emergency maintenance, either by Audiohook or by third-party providers, or because of other causes beyond Audiohook’s reasonable control, but Audiohook shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Audiohook does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty asto the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ANDIMPLEMENTATIONSERVICES ARE PROVIDED “AS IS” AND AUDIOHOOK DISCLAIMS ALLWARRANTIES, EXPRESSOR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIEDWARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.2.
If the Services are held by a court of competent jurisdiction to be or are believed by Audiohook to be infringing any patent, trademark, trade secret, copyright, or other intellectualproperty or other rights of a third party, Audiohook may, at its option andexpense (a) replaceor modify the Service to be non-infringing provided thatsuch modification orreplacement contains substantially similar features andfunctionality, (b)obtain for Customer a license to continue using the Service,or (c) if Audiohook determines in its sole discretion that neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder andprovide Customer a refund of any prepaid, unused fees for the Service.
LIMITATION OF
LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FORBODILY INJURY OF A PERSON, AUDIOHOOK ANDITS SUPPLIERS (INCLUDING BUT NOTLIMITED TO ALL EQUIPMENT AND TECHNOLOGYSUPPLIERS), OFFICERS, AFFILIATES,REPRESENTATIVES, CONTRACTORS AND EMPLOYEESSHALL NOT BE RESPONSIBLE OR LIABLEWITH RESPECT TO ANY SUBJECT MATTER OF THISAGREEMENT OR TERMS AND CONDITIONSRELATED THERETO UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHERTHEORY: (A) FOR ERROR ORINTERRUPTION OF USE OR FOR LOSS OR INACCURACY ORCORRUPTION OF DATA OR COST OFPROCUREMENT OF SUBSTITUTE GOODS, SERVICES ORTECHNOLOGY OR LOSS OF BUSINESS;(B) FOR ANY INDIRECT, EXEMPLARY,INCIDENTAL, SPECIAL OR CONSEQUENTIALDAMAGES; (C) FOR ANY MATTER BEYONDAUDIOHOOK’S REASONABLE CONTROL; OR (D)FOR ANY AMOUNTS THAT, TOGETHER WITHAMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE FEES PAID BY CUSTOMER TOAUDIOHOOK FOR THE SERVICES UNDER THISAGREEMENT IN THE 12 MONTHS PRIOR TO THEACT THAT GAVE RISE TO THE LIABILITY, INEACH CASE, WHETHER OR NOT AUDIOHOOK HASBEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.
MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain infullforce and effect and enforceable. This Agreement is notassignable,transferable or sublicensable by Customer except with Audiohook’sprior writtenconsent. Audiohook may transfer and assign any of its rights andobligationsunder this Agreement without consent. This Agreement is the completeandexclusive statement of the mutual understanding of the Parties andsupersedesand cancels all previous written and oral agreements, communicationsand otherunderstandings relating to the subject matter of this Agreement, andthat allwaivers and modifications must be in a writing signed by both Parties,exceptas otherwise provided herein. No agency, partnership, joint venture,oremployment is created as a result of this Agreement and Customer does nothaveany authority of any kind to bind Audiohook in any respect whatsoever. Inanyaction or proceeding to enforce rights under this Agreement, the prevailingPartywill be entitled to recover costs and attorneys’ fees. All notices underthisAgreement will be in writing and will be deemed to have been duly givenwhenreceived, if personally delivered; when receipt is electronicallyconfirmed, iftransmitted by facsimile or e-mail; the day after it is sent, ifsent for nextday delivery by recognized overnight delivery service; and uponreceipt, ifsent by certified or registered mail, return receipt requested. ThisAgreementshall be governed by the laws of the State of Utah without regard to its conflict of laws provisions.

Terms of Service

These Termsof Service, together with the online setup form (“Setup Form”) which isincorporated herein by reference (collectively, the “Agreement”), is abinding agreement by and between Audiohook Corp, a Delaware corporation (“Audiohook”), and the party set forth on the Setup Form (“you” or “Customer”)and is effective as of the date that Customer submits the Setup Form (the “EffectiveDate”). Audiohook and Customer may be referred to herein collectively asthe “Parties” or individually as a “Party.”

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This Agreement states the terms and conditions under which Customer may use the Audiohooksoftware-as-a-service platform, as described in more detail at [URL] (the “Services”).If you do not accept this Agreement, you may not use the Services.

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BY CHECKINGTHE BOX ON THE SETUP FORM YOU (A) ACCEPT THESE TERMS OF SERVICE AND AGREE THAT CUSTOMERIS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE18 YEARS OF AGE OR OLDER; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTALORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITYTO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITSTERMS.

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1. SAAS SERVICESAND SUPPORT

1.1. Subject to the terms of this Agreement, Audiohook willuse commercially reasonable efforts to provide Customer the Services. As partof the registration process, Customer will identify an administrative usernameand password for Customer’s Audiohook account. Audiohook reserves the right torefuse registration of, or cancel passwords it deems inappropriate.

1.2. Subject to the terms hereof, Audiohook will provideCustomer with support services in accordance with Audiohook’s standardpractice.

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2. RESTRICTIONS AND RESPONSIBILITIES

2.1. Customer will not, directly or indirectly: reverseengineer, decompile, disassemble or otherwise attempt to discover the sourcecode, object code or underlying structure, ideas, know-how or algorithmsrelevant to the Services or any software, documentation or data related to theServices (“Software”); modify, translate, or create derivative worksbased on the Services or any Software (except to the extent expressly permittedby Audiohook or authorized within the Services); use the Services or anySoftware for timesharing or service bureau purposes or otherwise for thebenefit of a third; or remove any proprietary notices or labels. With respectto any Software that is distributed or provided to Customer for use on Customerpremises or devices, Audiohook hereby grants Customer a non-exclusive,non-transferable, non-sublicensable license to use such Software during theTerm only in connection with the Services.

2.2. Customer may not remove or export from the UnitedStates or allow the export or re-export of the Services, Software or anythingrelated thereto, or any direct product thereof in violation of anyrestrictions, laws or regulations of the United States Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control, orany other United States or foreign agency or authority. As defined in FARsection 2.101, the Software and documentation are “commercial items” andaccording to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be“commercial computer software” and “commercial computer softwaredocumentation.” Consistent with DFAR section 227.7202 and FAR section 12.212,any use modification, reproduction, release, performance, display, ordisclosure of such commercial software or commercial software documentation bythe U.S. Government will be governed solely by the terms of this Agreement andwill be prohibited except to the extent expressly permitted by the terms ofthis Agreement.

2.3. Customer represents, covenants, and warrants thatCustomer will use the Services only in compliance with Audiohook’s standardpublished policies then in effect (the “Policies”), including but notlimited to the Privacy Policy [link] and the Service Provider Terms [link] and all applicable laws andregulations. Customer hereby agrees to indemnify and hold harmless Audiohookagainst any damages, losses, liabilities, settlements and expenses (includingwithout limitation costs and attorneys’ fees) in connection with any claim oraction that arises from an alleged violation of the foregoing or otherwise fromCustomer’s use of Services. Although Audiohook has no obligation to monitorCustomer’s use of the Services, Audiohook may do so and may prohibit any use ofthe Services it believes may be (or alleged to be) in violation of theforegoing.

2.4. Customer shall be responsible for obtaining andmaintaining any equipment and ancillary services needed to connect to, accessor otherwise use the Services, including, without limitation, modems, hardware,servers, software, operating systems, networking, web servers and the like(collectively, “Equipment”). Customer shall also be responsible formaintaining the security of the Equipment, Customer account, passwords(including but not limited to administrative and user passwords) and files, andfor all uses of Customer account or the Equipment with or without Customer’sknowledge or consent.

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3. ADVERTISEMENTS

3.1. Customer may use the Services to purchase onlineadvertising on third party platforms by delivering an insertion order toAudiohook via the digital form provided by Audiohook (an “Insertion Order”).Each Insertion Order must include a digital file with Customer’s advertisement(the “Advertisement”) and all other information requested by Audiohook. Allonline advertising purchases via an Insertion Order shall be subject to thethen-current Standard Terms and Conditions for Internet Advertising for MediaBuys One Year or Less (“IAB Terms”) as published by the InteractiveAdvertising Bureau (“IAB”), and which may be amended from time to time,and subject to any amendments provided to Customer by Audiohook in writing. Thecurrent IAB Terms are available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.

3.2. All multimedia content (“Content”) in any Advertisementmust in its entirety comply with all applicable federal, state, local, andinternational laws and regulations. Without limiting the foregoing, Advertisementsmust not:

Contain any material that is defamatory, obscene,indecent, abusive, offensive, harassing, violent, hateful, inflammatory, orotherwise objectionable.
Promote sexually explicit or pornographic material,violence, or discrimination based on race, sex, religion, nationality,disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret,copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights ofpublicity and privacy) of others or contain any material that could give riseto any civil or criminal liability under applicable laws or regulations or thatotherwise may be in conflict with this Agreement or the Policies.
Promote any illegal activity, or advocate, promote, orassist any unlawful act.

Uponsubmitting an Insertion Order, Customer grants Audiohook and its serviceproviders, and each of their respective licensees, successors, and assigns theright to use, reproduce, modify, perform, display, distribute, and otherwisedisclose to third parties the applicable Advertisement(s) to provide the Services.

Customerrepresents and warrant that it owns or control all rights in and to the Advertisementsand has the right to grant the license granted above Audiohook and its serviceproviders, and each of their respective licensees, successors, and assigns.

CUSTOMERSHALL BE RESPONSIBLE FOR ALL ADVERTISEMENTS IT SUBMITS THROUGH THE SERVICES. AUDIOHOOKIS NOT RESPONSIBLE OR LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OFANY ADVERTISEMENTS SUBMITTED BY CUSTOMER. AUDIOHOOK MAY, BUT DOES NOT HAVE ANYOBLIGATION TO, REVIEW ADVERTISEMNTS SUBMITTED BY CUSTOMER.

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4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1. Each Party (the “Receiving Party”) understandsthat the other Party (the “Disclosing Party”) has disclosed or maydisclose business, technical or financial information relating to theDisclosing Party’s business (hereinafter referred to as “ProprietaryInformation” of the Disclosing Party). Proprietary Information of Audiohookincludes non-public information regarding features, functionality andperformance of the Service. Proprietary Information of Customer includesnon-public data provided by Customer to Audiohook to enable the provision ofthe Services (“Customer Data”). The Receiving Party agrees: (i) totake reasonable precautions to protect such Proprietary Information, and(ii) not to use (except in performance of the Services or as otherwisepermitted herein) or divulge to any third person any such ProprietaryInformation. The Disclosing Party agrees that the foregoing shall not applywith respect to any information after five (5) years following the disclosurethereof or any information that the Receiving Party can document (a) is orbecomes generally available to the public, or (b) was in its possession orknown by it prior to receipt from the Disclosing Party, or (c) wasrightfully disclosed to it without restriction by a third party, or(d) was independently developed without use of any Proprietary Informationof the Disclosing Party or (e) is required to be disclosed by law.

4.2. Customer shall own all right, title and interest in andto the Customer Data. Audiohook shall own and retain all right, title andinterest in and to (a) the Services and Software, all improvements,enhancements or modifications thereto, (b) any software, applications,inventions or other technology developed in connection with ImplementationServices or support, and (c) all intellectual property rights related to any ofthe foregoing.

4.3. Notwithstanding anything to the contrary, Audiohookshall have the right collect and analyze data and other information relating tothe provision, use and performance of various aspects of the Services andrelated systems and technologies (including, without limitation, informationconcerning Customer Data and data derived therefrom), and Audiohook will befree (during and after the term hereof) to (i) use such information and data toimprove and enhance the Services and for other development, diagnostic andcorrective purposes in connection with the Services and other Audiohookofferings, and (ii) disclose such data solely in aggregate or otherde-identified form in connection with its business. No rights or licenses aregranted except as expressly set forth herein.

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5. PAYMENT OF FEES

5.1. Customer will pay Audiohook the then applicablesubscription fee set forthat [URL] for the Services (the “Subscription Fee”).

5.2. [Descriptionor schedule of advertising fees] (the “Advertising Fees,” andtogether with the Subscription Fee, the “Fees”).

5.3. Audiohook reserves the right to change the Fees orapplicable charges and to institute new charges and Fees at any time upon sixty(60) days’ prior notice to Customer (which may be sent by email). If Customerbelieves that Audiohook has billed Customer incorrectly, Customer may contact Audiohook’scustomer support department.

5.4. Subscription Fees shall be payable in advance.Audiohook may choose to bill Advertising Fees through an invoice, in whichcase, full payment for invoices issued in any given month must be received by Audiohookthirty (30) days after the mailing date of the invoice.

5.5. Unpaid amounts are subject to a finance charge of 1.5%per month on any outstanding balance, or the maximum permitted by law,whichever is lower, plus all expenses of collection and may result in immediatetermination of Service. Customer shall be responsible for all taxes associatedwith Services other than U.S. taxes based on Audiohook’s net income.

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6. TERM AND TERMINATION

6.1. This Agreement shall be effective upon the earlier ofthe date Customer submits the Setup Form or first accesses or uses the Services,and shall continue until terminated by either Party pursuant to Section 6.2 orSection 6.3 (the “Term”).

6.2. Customer may terminates this Agreement at any time andfor any reason upon written notice to Audiohook.

6.3. Audiohook mayterminates this Agreement at any time and for any reason upon thirty (30) days’prior notice to Customer (which may be sent by email). In addition to any otherremedies it may have, Audiohook may also terminate this Agreement immediately uponnotice (or without notice in the case of nonpayment), if Customer (a)materially breaches any of the terms or conditions of this Agreement; (b)becomes insolvent or is generally unable to pay, or fails to pay, its debts asthey become due; (c) files or has filed against it, a petition for voluntary orinvoluntary bankruptcy or otherwise becomes subject, voluntarily orinvoluntarily, to any proceeding under any domestic or foreign bankruptcy orinsolvency law; (d) makes or seeks to make a general assignment for the benefitof its creditors; or (e) applies for or has appointed a receiver, trustee,custodian, or similar agent appointed by order of any court of competentjurisdiction to take charge of or sell any material portion of its property orbusiness.

6.4. Customer will pay in full for the Services up to andincluding the last day on which the Services are provided. All sections of thisAgreement which by their nature should survive termination will survivetermination, including, without limitation, accrued rights to payment,confidentiality obligations, warranty disclaimers, and limitations ofliability. Except as set forth in Section 7.2, Audiohook will not provide anyrefunds upon termination of this Agreement.

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7. WARRANTY AND DISCLAIMER

7.1. Audiohook shalluse reasonable efforts consistent with prevailing industry standards tomaintain the Services in a manner which minimizes errors and interruptions inthe Services and shall perform the Implementation Services in a professionaland workmanlike manner. Services may be temporarily unavailable for scheduledmaintenance or for unscheduled emergency maintenance, either by Audiohook or bythird-party providers, or because of other causes beyond Audiohook’s reasonablecontrol, but Audiohook shall use reasonable efforts to provide advance noticein writing or by e-mail of any scheduled service disruption. However, Audiohook does not warrant that theServices will be uninterrupted or error free; nor does it make any warranty asto the results that may be obtained from use of the Services. EXCEPTAS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATIONSERVICES ARE PROVIDED “AS IS” AND AUDIOHOOK DISCLAIMS ALL WARRANTIES, EXPRESSOR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.2. If the Services are held by a court of competentjurisdiction to be or are believed by Audiohook to be infringing any patent,trademark, trade secret, copyright, or other intellectual property or otherrights of a third party, Audiohook may, at its option and expense (a) replaceor modify the Service to be non-infringing provided that such modification orreplacement contains substantially similar features and functionality, (b)obtain for Customer a license to continue using the Service, or (c) if Audiohookdetermines in its sole discretion that neither of the foregoing is commerciallypracticable, terminate this Agreement and Customer’s rights hereunder andprovide Customer a refund of any prepaid, unused fees for the Service.

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8. LIMITATION OF LIABILITY

NOTWITHSTANDINGANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AUDIOHOOK ANDITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGYSUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEESSHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THISAGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR ORINTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OFPROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIALDAMAGES; (C) FOR ANY MATTER BEYOND AUDIOHOOK’S REASONABLE CONTROL; OR (D)FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE FEES PAID BY CUSTOMER TO AUDIOHOOK FOR THE SERVICES UNDER THISAGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, INEACH CASE, WHETHER OR NOT AUDIOHOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

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9. MISCELLANEOUS

If any provision of this Agreement is found to beunenforceable or invalid, that provision will be limited or eliminated to theminimum extent necessary so that this Agreement will otherwise remain in fullforce and effect and enforceable. This Agreement is not assignable,transferable or sublicensable by Customer except with Audiohook’s prior writtenconsent. Audiohook may transfer and assign any of its rights and obligationsunder this Agreement without consent. This Agreement is the complete andexclusive statement of the mutual understanding of the Parties and supersedesand cancels all previous written and oral agreements, communications and otherunderstandings relating to the subject matter of this Agreement, and that allwaivers and modifications must be in a writing signed by both Parties, exceptas otherwise provided herein. No agency, partnership, joint venture, oremployment is created as a result of this Agreement and Customer does not haveany authority of any kind to bind Audiohook in any respect whatsoever. In anyaction or proceeding to enforce rights under this Agreement, the prevailing Partywill be entitled to recover costs and attorneys’ fees. All notices under thisAgreement will be in writing and will be deemed to have been duly given whenreceived, if personally delivered; when receipt is electronically confirmed, iftransmitted by facsimile or e-mail; the day after it is sent, if sent for nextday delivery by recognized overnight delivery service; and upon receipt, ifsent by certified or registered mail, return receipt requested. This Agreementshall be governed by the laws of the State of Utah without regard to itsconflict of laws provisions.

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Terms of Service

Please read these Terms of Service carefully as you are bound to them when using our Services.

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Changes to Service and/or Terms
We are constantly updating and improving our Services, and may add or remove functionalities or features of the Services at any time. Any new feature or tool which has been added to the Services shall also be subject to this Agreement. We may also suspend or stop a Service altogether.

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We may modify this Agreement and its Terms, at any time. You can review the most recent version of this Agreement at any time, on this page. We reserve the right to update, change, or replace any part of this Agreement by posting updates and/or changes to our Website. Your
continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

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Any rights not expressly granted herein are reserved by Audiohook Corporation.
Definitions
Throughout this Agreement, we may use certain words or phrases, defined herein as follows:

“Agreement” means these Privacy Policy and Terms of Service;
“Audiohook” refers to our Company, Site, Service, or a combination of all or some of the preceding definitions, depending on the context of the word.
“Site” refers to our website, audiohook.com and application, app.audiohook.com;
“Service” refers to the services that we provide through our Site and any component of the Site;
“User” refers to, but is not limited to, customers, browsers, vendors, and/or merchants of our Site and, without limiting the generality of the foregoing, includes general visitors to our Site;
“You” refers to you, the person who is entering into this Agreement with Audiohook; and
“Our” refers to Audiohook as defined above.

The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical.

Eligibility, Errors, and Inaccuracies
Audiohook makes every effort to provide complete, accurate, and up-to-date information on our Site. However, it is not reasonably expected that any website is completely free of human or technological error. Occasionally, our Services may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions — including after an order has been submitted — and to change or update information at any time without prior notice. We assume no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law (although we will work to be as clear and thorough as possible). No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
Modifications to the Service and Prices
Availability and prices for our Service are subject to change. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service, except as provided for in this section.
Rules of Use
In order to use our Service, you must meet a number of conditions, including but not limited to:

You must not be in violation of any embargoes, export controls, or other laws of the United States or other countries having jurisdiction over this Agreement, Vitally, and yourself. For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of your country, you must not use our Service.
You must be the minimum age required to enter into a contract in the area in which you reside, and, in any event, must not be less than 18 years of age.
You must not sign up or use the Services on behalf of a natural person other than yourself.
You must provide us with personal information, payment information, and other information that we deem necessary to provide you with our Service.

A. You may not use our products for any unlawful purpose, nor may you, in the use of the Service, violate any such laws (including but not limited to copyright laws). In addition to other prohibitions as set forth in the Terms of Service, you must not:

Use the Service for any unlawful purpose.
Use the Service to solicit others to perform or participate in any unlawful acts.
Use the Service to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.
Use the Service to infringe upon or violate our intellectual property rights or the intellectual property rights of others.
Use the Service to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
Use the Service to submit false or misleading information.
Use the Service to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet.
Use the Service to collect or track the personal information of others not affiliated with your business.
Use the Service to spam, phish, pharm, pretext, spider, crawl, or scrape.
Use the Service for any obscene or immoral purpose.
Use the Service to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

B. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Use of Service
You may use our Services only as permitted by these Terms and any applicable laws. You must not misuse our Services, including but not limited to interfering with our Services or try to access them using a method other than the interface and the instructions provided.
License Restrictions
You agree that by using our Service, you are receiving a license to use one copy of our web-based software (commonly referred to as “software as a service” or “SaaS”) in compliance with this Agreement, applicable laws, and any additional terms located on our Service which are hereby incorporated into this Agreement by reference. You must not attempt to reverse engineer, redistribute, or resell, or otherwise copy or manipulate our Service. You must not download the media created by other Users on our Site, even if it is for your own private use. Audiohook may revoke its license to you at any time for any reason without notice or explanation, and we shall not, in any event, be liable to you for any losses suffered because of any unanticipated cancellation of our Service. We will generally attempt to notify you prior to canceling your access to our Service unless you have breached this Agreement or any applicable law, though we are not obligated to do so.
Payment
You agree to provide Audiohook with a valid credit card to be kept on file, and hereby irrevocably authorize Audiohoook to charge your credit card for any and all open and/or pending invoice(s) you will or have incurred for our Services.
Server Downtime
Our Service may become unavailable from time to time for security reasons, legal reasons, technical updates, or other reasons. You agree that we are not obligated to inform you of such downtime, even if we are aware that it may occur, or to provide a reason, and that you release us from all liability relating to the unavailability of our Service.
Intellectual Property and Revocation of Consent
Other than as set out expressly in the Agreement, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party's licensors. We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time. You agree that if requested, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.
Privacy
Our privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Audiohook can use such data in accordance with our privacy policy. We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
Representations & Warranties
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR PRODUCTS SOLD VIA OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS. YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU. WE ARE NOT RESPONSIBLE FOR ANY ACTIONS BY AN ADMINISTRATOR, MANAGER, EMPLOYEE, OR OTHER USER WHICH MAY CAUSE HARM TO YOU, EVEN IF WE BECOME AWARE IN ADVANCE THAT SUCH ACTIONS MAY OR WILL OCCUR AND DO NOT NOTIFY YOU. WE ARE NOT RESPONSIBLE FOR ANY ERRORS IN EDUCATIONAL INFORMATION PROVIDED THROUGH OUR SERVICE OR ANY OTHER DAMAGE THAT MAY ARISE FROM SUCH CONTENT. WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR SITE WHICH PREVENT ACCESS TO OUR SITE TEMPORARILY OR PERMANENTLY. THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION. For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above, then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
Indemnity
You agree to indemnify and hold Audiohook, or any of our affiliates and agents, harmless against any claims and/or liabilities by you or any third party which may arise from or relates to this Agreement or the provision of our service to you, including any damages caused by your use of our Service. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.
Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THESE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AUDIOHOOK TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THE AUDIOHOOK TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Audiohook Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Severability
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Audiohook shall have the sole right to elect which provision remains in force.
Non-Waiver
Audiohook reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Termination & Cancellation
We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases. Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever. Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.
Assignment of Rights
You may not assign or transfer any of your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Independent Contractors
The parties are independent contractors and the Agreement terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries
Other than as set forth above, this Agreement does not create any third-party beneficiary rights.
No Waiver
Other than as set forth above, the failure of either party to enforce any provision of this Agreement will not constitute a waiver.
Severability
If it turns out that a particular term of this Agreement is not enforceable, the balance of the these Terms will remain in full force and effect.
Choice of Law
This Agreement shall be governed by the laws in force in the State of Delaware. The offer and acceptance of this contract are deemed to have occurred in the State of Delaware.
Forum of Dispute
You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the State of Delaware. You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.
Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
Communications
In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information.
Amendments
We may amend this Agreement from time to time. When we amend this Agreement, we will post the changes here and it is your responsibility to check these Terms of Service from time to time for any updates or changes. We will also notify you of any significant changes. Your continued use of our Service shall constitute your acceptance of such changes.
Corporate Information
Audiohook Corporation. is a corporation formed lawfully in the state of Delaware.
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Terms of Services

SAAS SERVICESAND SUPPORT

RESTRICTIONS AND RESPONSIBILITIES

ADVERTISEMENTS

CONFIDENTIALITY: PROPRIETARY RIGHTS

PAYMENT OF FEES

TERM AND TERMINATION

WARRANTY AND DISCLAIMER

LIMITATION OF LIABILITY

MISCELLANEOUS

Terms of Service

1. SAAS SERVICESAND SUPPORT

2. RESTRICTIONS AND RESPONSIBILITIES

3. ADVERTISEMENTS

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

5. PAYMENT OF FEES

6. TERM AND TERMINATION

7. WARRANTY AND DISCLAIMER

8. LIMITATION OF LIABILITY

9. MISCELLANEOUS

Terms of Service

SAAS SERVICES
AND SUPPORT

CONFIDENTIALITY: PROPRIETARY RIGHTS

TERM AND
TERMINATION

LIMITATION OF
LIABILITY