|Product||AudibleManager– a tool for a service for listening to books|
|Date||1 April 2015|
|chars per word||5.29|
|syllables per word||1.67|
|words per sentence||19.39|
|Flesch reading ease score:||46|
|Automated readability index:||13.2|
|Flesch-Kincaid grade level:||13.7|
|Gunning fog index:||14.8|
This is a legal agreement ("Agreement") between you, the party receiving a software product license, and Audible, Inc., having offices at 1 Washington Park, Newark, New Jersey 07102 ("Audible"). BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE SOFTWARE.
As used in this Agreement, "Software" means the Audible software product(s) accompanying this Agreement, including the associated user documentation, and any patches, fixes, updates, upgrades, and revised versions that may be provided by Audible from time to time, and any combination of the foregoing.
1. GRANT OF SOFTWARE LICENSE; SCOPE OF USE. Subject to the terms and conditions of this Agreement, Audible grants to you a non-exclusive, non-transferable license (the "License") to use the Software in connection with the audible.com service and audio content you properly receive from Audible. You acknowledge that you are receiving LICENSED RIGHTS only; nothing in this Agreement constitutes a transfer of any ownership rights. You shall not directly or indirectly: (i) sell, lease, redistribute or transfer any of the Software, (ii) modify, translate, reverse engineer (except to the limited extent permitted by law), decompile, or disassemble, create, derivative works based on, sublicense, or distribute any of the Software, (iii) rent or lease any rights in any of the Software in any form to any person, (iv) network the software or use any Software for the benefit of any third parties (e.g., in an ASP, outsourcing or service bureau relationship), or in any way other than in its intended manner, (v) remove any proprietary notice, labels, or marks on or in Software, or (vi) disable or circumvent any access control or related device, process or procedure established with respect to the Software.
CD-Burning. By accessing Audible’s CD-Burning Plug-In in conjunction with the Software, you will have the ability to playback Audible Content by burning one copy of authorized Audible Content on Red Book audio CD’s ("Burned Audible Content") solely for your personal non-commercial use. You shall not copy, reproduce, distribute or use the Burned Audible Content in any other manner, including but not limited to converting the Burned Audible Content to any other audio format. You shall not sell, transfer, lease, modify, distribute or publicly perform the Burned Audible Content in any manner and you shall not exploit it commercially. The Audible CD-Burning Plug-In contains certain components licensed by Audible from Roxio, Inc. and GEAR Software, Inc., including the GEAR.wrks(tm) Toolkit(c) GEAR Software Inc., 2001.
Use/Compliance/Reservations of Rights. You are responsible for all use of the Software and for compliance with this Agreement; any breach by you or any user of the Software licensed to you shall be deemed to have been incurred by you. Audible reserves all rights not expressly granted. Audible shall have the right to periodically audit your use of the Software and your compliance with this Agreement.
2. CONFIDENTIALITY. You acknowledge and agree that the Software, including its structure, organization and design, contains and constitutes proprietary trade secrets and confidential information of Audible (the "Confidential Information"). You agree to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Audible, including by instruction to or agreement with all persons authorized to have access to the Software under this Agreement.
3. TERM AND TERMINATION. The term of this Agreement shall continue until terminated; however, if you received an evaluation license, the term shall be for thirty (30) days from the date you received the evaluation copy of the Software. This Agreement and your rights to use the Software shall terminate automatically, without any further action or notice by Audible, upon any breach of this Agreement. Immediately upon any termination or expiration of this Agreement, you agree to cease use of the Software for which your rights have terminated.
4. WARRANTY AND DISCLAIMER. Audible warrants that for a period of thirty (30) days from the date of initial delivery of the Software (the "Software Warranty Period") the Software will, under normal use, substantially perform the functions described in its accompanying documentation; however, if you received "beta" or "trial" software, you understand that the Software may have substantial bugs and is provided solely on an "AS IS" basis, with all faults. THE FOREGOING EXPRESS WARRANTY REPLACES AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS BY AUDIBLE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NO WARRANTY IS MADE THAT ANY SOFTWARE WILL OPERATE IN AN ERROR FREE, COMPLETELY SECURE OR UNINTERRUPTED MANNER, OR IN COMBINATION WITH THIRD PARTY HARDWARE OR SOFTWARE PRODUCTS. The warranty made by Audible may be voided by abuse or misuse.
5. EXCLUSIVE REMEDY. Audible’s sole obligation and liability, and your sole and exclusive remedy under the warranties set forth in Section 4 shall be for Audible to use reasonable efforts to remedy the problem, or to replace the defective product, provided that Audible is notified in writing of all warranty problems during the Software Warranty Period.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL AUDIBLE’S TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, AND OTHER CONTRACT OR TORT CLAIMS), EXCEED THE AMOUNT OF YOUR DIRECT DAMAGES ACTUALLY INCURRED, UP TO THE AMOUNT OF FEES PAID TO AUDIBLE FOR THE SOFTWARE OR $50, WHICHEVER IS GREATER.
7. EXCLUSION OF OTHER DAMAGES. UNDER NO CIRCUMSTANCES SHALL AUDIBLE OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS, (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA, OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING FOR LOST PROFITS, LOST SAVINGS AND DAMAGE TO ANY DATA OR SYSTEMS); EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. LEGAL COMPLIANCE; RESTRICTED RIGHTS. Software is provided solely for lawful purposes and use. You shall be solely responsible for, and agree to comply with, all applicable Laws, including all U.S. export Laws and applicable export Laws of your locality (if you are not in the United States). The Software is provided subject to Audible’s standard commercial agreement; products acquired for use within or for any United States federal agency are provided with "LIMITED RIGHTS" and "RESTRICTED RIGHTS" as defined in DFARS 252.227-7013 and FAR 52.227-19. As used above, the term "Laws" means, collectively, laws, statutes, ordinances, regulations and other types of government authority (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity)
9. GOVERNING LAW; DISPUTE RESOLUTION; SEVERABILITY. This Agreement shall be governed in all respects by the laws of the State of New Jersey, USA, without regard to choice-of-law rules or principles. Any controversy or claim arising out of or relating to the Software or this Agreement (or its breach), with the exception of injunctive relief sought by Audible or for any violation of Audible’s intellectual property or other proprietary rights will be settled by arbitration in accordance with the then-current Arbitration Rules of the American Arbitration Association applicable to the dispute; if you are domiciled outside the United States, then the dispute will be resolved by arbitration under the then-current International Arbitration Rules of the American Arbitration Association. The location of the arbitration shall be Wayne, New Jersey, USA. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law; the remainder of this Agreement shall remain in full force and effect.
10. FURTHER ASSURANCES. You agree, at Audible’s request and reasonable expense, to provide reasonable assistance and cooperation to Audible and its designees, and to give testimony and execute documents and to take such further acts reasonably requested by the other to acquire, transfer, maintain, perfect, and enforce Audible’s intellectual property rights as described in this Agreement.
11. GENERAL. This Agreement is the parties’ complete agreement regarding its subject matter, superseding any prior oral or written communications. Amendments or changes to this Agreement must be in mutually executed writings to be effective. Sections 2, 3, 5-11, and all warranty disclaimers and use restrictions shall survive the termination or expiration of this Agreement. The parties are independent contractors for all purposes under this Agreement. Neither party shall be liable for any delay or failure due to force majeure and other causes beyond its reasonable control. Any notices to Audible under this Agreement will be personally delivered or sent by certified or registered mail, return receipt requested, or by nationally recognized overnight express courier, to the address specified herein or such other address as Audible may specify in writing. Such notices will be effective upon receipt, which may be shown by confirmation of delivery. All notices to Audible shall be sent to the attention of General Counsel (unless otherwise specified by Audible). You may not assign or otherwise transfer this Agreement without Audible’s prior written consent; Audible agrees to use its reasonable efforts to notify you of any assignment by it of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.