ACX Account Holder Agreement

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URL Name

acx-account-holder-agreement

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Last Revised 9/23/2025

Version 3.0

PLEASE READ CAREFULLY - THIS IS A BINDING CONTRACT

This ACX Account Holder Agreement ("Agreement") is a binding agreement between Audible, Inc. ("Audible", "we", "us", or “our”), a United States Corporation, which, together with its affiliates, operates the audiobook production service and rights marketplace available at www.acx.com ("ACX"), and you and, if applicable, the individual, company or other legal entity you represent (collectively, "you"). By "affiliates" we mean any entity that directly or indirectly controls, is controlled by, or is under common control with Audible. This Agreement incorporates by reference (1) the Amazon.com Privacy Notice, and (2) the ACX Conditions of Use, and the policies, conditions, rules and procedures for use of ACX posted on ACX, as may be modified by Audible or its affiliates from time to time.

By clicking the "Accept" button for this Agreement or accepting any modification to this Agreement in accordance with Section 4 below, you agree to be bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of an individual, company or other legal entity, you represent that you have the legal authority to bind that individual, company or legal entity to this Agreement. If you do not have the legal authority, or if you do not agree with the terms and conditions of this Agreement, you may not use ACX.

This Agreement includes the following Sections:

Term
Your Right to Terminate
Our Right to Take Action
Changes to this Agreement
Account Establishment
Control of Services
Confidentiality
Eligible Works
Indemnification
Taxes
Third Party Payments
Disclaimer of Warranties and Limitation of Liability
Governing Law
ACX Dispute Resolution Procedures
Feedback
Communications
Waiver
Complete Agreement; Enforceability

Term.

The term of this Agreement begins when you accept it and continues until it is terminated by us or by you. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using ACX, or any part of it. Provisions not specifically stated to apply only during the term of this Agreement will survive termination of this Agreement.

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Your Right to Terminate.

You may terminate this Agreement at any time by giving us notice of termination via email at info@acx.com and discontinuing your use of ACX, provided that you do not have any current production agreements in place through ACX. In the event you have a current production agreement in place through ACX, you may not terminate this Agreement or your account on ACX until such production agreement(s) are terminated. If you do not have any current production agreements in place with ACX, we will process your termination request promptly upon receipt. Your termination of this Agreement will not affect any other agreement entered into by you through ACX with Audible or with another ACX participant prior to termination including, without limitation, any distribution rights you have granted through ACX prior to termination. For more information about the different types of ACX agreements please see our Legal Resources page.

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Our Right to Take Action.

We may take action regarding your ACX account or content posted by you to ACX including, but not limited to, terminating this Agreement or your ACX account, suspending or modifying ACX account access, withholding or suspending payments (including, if applicable, royalties), and removing or reinstating content posted to ACX. We may exercise these rights at our sole discretion, for any reason, including, but not limited to: (a) your failure to comply with any agreements made with ACX or its participants, or any ACX policy, including the ACX User Conduct and Content Acceptance Guidelines, (b) our determination that your account has been or may be compromised or misused in any way, including any potential fraudulent activity, (c) if advisable to comply with any law, governmental, or regulatory activity, and (d) if it is determined that your activities on ACX or the rights granted hereunder have violated any applicable laws or the rights of any third parties. We may take these actions without prior notice in order to protect the integrity of the ACX service and its users. Our termination of this Agreement will not affect any other agreement entered into by you through ACX with Audible or with another ACX participant prior to termination including, without limitation any distribution rights you have granted through ACX prior to termination. You agree that if we terminate any ACX account you have for any reason, you will end your use of all ACX accounts and will not establish a new ACX account. You will not use a false name, a name you are not authorized to use, or any other false identifying information to open a new account and will not use a username or password you are not authorized to use.

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Changes to this Agreement

As a dynamic service, ACX will grow and evolve over time. As it does, we'll need to adapt the terms of this Agreement. 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 changes are posted or, if we provide you a separate means of indicating your acceptance online, by clicking "Accept" or its equivalent. If you do not agree to the changes, do not use ACX after changes are posted, other than to terminate your ACX account in accordance with the procedures we provide at the time for account termination. We will give you notice of significant changes to this Agreement via email or by posting them on ACX, or by including a notice during or after the log-in process. It's your responsibility to check for changes. Unless otherwise stated, changes to this Agreement will not affect any other agreement you have entered into through ACX with Audible or with another ACX participant prior to the effective date of such changes including, without limitation, any distribution rights you have granted through ACX prior to the effective date of such changes.

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Account Establishment

To open an account on ACX, you must be (a) an individual or company residing in the United States, the United Kingdom, Canada or the Republic of Ireland with (b) a valid mailing address, valid local Taxpayer Identification Number (TIN), and valid banking details for one of these countries, and (c) if an individual, at least 18 years old or the legal age of majority in the jurisdiction in which you reside. If you are a publisher who already has or has had an agreement in place with Audible, you must contact Audible through one of the ways mentioned here before opening an account on ACX. By opening an account, you represent that you do not have any other accounts open on ACX, that ACX has not previously terminated an account opened by you, and that you have not previously used any other name, identification, or false or misleading information to open an account on ACX. Any misrepresentation as to whether you previously or legitimately opened an account on ACX will render this Agreement null and void.

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Control of Services

We have full discretion and responsibility for the design and operation of ACX and all services we offer on ACX. We may modify or discontinue ACX in part or in its entirety or any service we provide on ACX at any time in our sole discretion. The modification or discontinuance of ACX will not affect any agreement you have entered into through ACX with Audible or with another ACX participant prior to the modification or discontinuance of ACX, including, without limitation, any of your payment rights, or any distribution rights you have granted through ACX.

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Confidentiality

You agree that any non-public information, including sales data or financial data, that you receive through ACX is confidential and that you will restrict the communication of the data to your employees and business associates who (a) have a legitimate business need to know the data, and (b) have entered into a written nondisclosure agreement obligating them to refrain from disclosure of the data. You may, however, disclose data as required to comply with applicable law provided that you: (x) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy (unless prohibited by applicable law), (y) disclose only the data required to be disclosed, and (z) use reasonable efforts to obtain confidential treatment for any data you disclose.

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Eligible Works

We may limit works eligible for production or distribution on ACX from time to time and you agree to abide by any limitations communicated to you including, without limitation, by a post on ACX. All works posted on ACX are subject to Amazon's Content Guidelines and we reserve the right to reject works. We do not accept public domain works and certain other categories of works except in limited circumstances (see our FAQ on Eligible Works). If you attempt to post your work on ACX and it is shown as ineligible, you can email us at info@acx.com for more information. Please review the Rights Holder Checklist to better understand ACX’s eligibility requirements.

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Indemnification

You will indemnify, defend and hold harmless Audible, its affiliates, its subdistributors and any other ACX participant, from and against any and all losses and liabilities incurred as a result of any and all the following: (a) you did not have, or it is claimed you did not have, all rights required to grant the rights you granted through ACX, (b) your failure to meet any of your other obligations with respect to ACX, and (c) your breach of this Agreement or any other agreement you enter into through ACX, including agreements with other ACX participants. When this indemnity obligation applies, you will be obligated and required to pay all applicable costs, including all court costs and costs of counsel to defend Audible, its affiliates and subdistributors and other ACX participants, and all damages awarded against, or agreed to by, Audible, its affiliates and subdistributors and other ACX participants, including as determined by, as applicable, a court of law, arbitration, settlement, or other means of dispute or claim resolution.

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Taxes

You agree that Audible and any ACX participant that owes you any royalty or other payment in connection with ACX may, but is not obligated to, withhold taxes owing from amounts payable to you and that you are ultimately responsible for compliance with all applicable tax laws, including but not limited to (if applicable) the Canadian Excise Tax Act, and for paying taxes owed, including but not limited to any applicable VAT or equivalent applicable sales tax. Payments to you that are reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable to you. You will provide Audible with all forms, documents, or certifications as may be required for Audible to satisfy any information reporting or withholding tax obligations with respect to payments to you, including any such obligations in respect of payments made by Audible to you on behalf of an ACX participant.

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Third Party Payments

You agree, as applicable, either that (a) there are no third party rights or other payments required in connection with the exercise of the rights you grant through ACX (e.g., no obligation that third parties be paid a royalty in connection with the distribution of an audiobook based on rights you make available through ACX or the services performed or provided by a third party in connection with the production of an audiobook, including, without limitation, any narrator, artwork creator/licensor, editor, or engineer), or (b) you will discharge all such third party rights or other payments entirely yourself.

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DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE ACX SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ACX SITE ARE PROVIDED BY AUDIBLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. AUDIBLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ACX OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ACX SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ACX SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, AUDIBLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AUDIBLE DOES NOT WARRANT THAT THE ACX SITE AND ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ACX SITE OR ITS SERVERS, OR E-MAIL SENT FROM ACX ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AUDIBLE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE ACX SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ACX SITE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY PARTY'S LIABILITY FOR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

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Governing Law

The United States Federal Arbitration Act, applicable United States federal law, and the laws in and of the state of New York, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Audible, its affiliates, or its subdistributors, or you and another ACX participant, relating to this Agreement. Without limiting the foregoing, all disputes about whether the dispute resolution provisions in this Agreement are enforceable and whether a claim is subject to arbitration are delegated to and must be decided by the arbitrator.

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Arbitration; Dispute Resolution

Any and all disputes or claims of any nature between you and Audible, its affiliates, or subdistributors, or you and another ACX participant, including, but not limited to, contract, tort, and statutory claims, relating in any way to this Agreement or ACX (including the scope of this agreement to arbitrate), and including disputes or claims relating to past works, will be resolved by binding arbitration, rather than in court, except that you or we may choose to proceed in small claims court if the claims qualify. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

Arbitration between you and Audible. Before you may begin an arbitration proceeding for a dispute or claim between you and Audible, its affiliates, or subdistributors: (1) you must first attempt to resolve your dispute or claim through informal good faith discussions; and (2) in the event discussions do not lead to a mutually agreed resolution, you must then send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 208, Tumwater, WA 98051, USA.

Arbitration between you and another ACX participant. Before you may begin an arbitration proceeding for a dispute or claim between you and another ACX participant, you must first attempt to resolve your dispute or claim through informal good faith discussions. In the event discussions do not lead to a mutually agreed resolution, you may submit the dispute to binding arbitration in accordance with the below.

Arbitration procedures applicable to all parties. Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Commercial Fee Schedule. You and we each agree that the underlying award in arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. The AAA’s rules and fee schedules are available at www.adr.org. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, mass, consolidated, or representative action. Notwithstanding anything to the contrary set forth in this Agreement, if a claim is permitted to proceed in court rather than in arbitration, you and we each waive any right to a jury trial and you and we agree that any such suit will proceed only in state or Federal court in New York City, New York.

Superseding. This section supersedes all prior understandings or agreements between you and us in connection with the resolution of disputes or claims of any nature, including, without limitation, contract, tort, and statutory claims, relating in any way to this Agreement or ACX, including disputes or claims relating to past works. These dispute resolution provisions apply to disputes or claims that accrued or arose prior to the addition of these dispute resolution provisions, except that these dispute resolution provisions do not affect your right (if any) to participate in any lawsuit pending before the addition of these dispute resolution provisions.

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Feedback

We welcome your feedback. If you elect to provide suggestions, ideas, or other feedback to us (whether written, verbal or in any other format or manner) in connection with ACX ("Feedback"), we will be free to use your Feedback without restriction or compensation to improve our service and you irrevocably transfer and assign to Audible all applicable rights (including intellectual property rights), title, and interest in and to your Feedback for that purpose.

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Communications

We may give you notice and otherwise communicate with you electronically and in other media in connection with your use of ACX, and you consent to receive communications electronically.

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Waiver

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

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Complete Agreement; Enforceability

This Agreement 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. 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.

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