Terms of Service
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THEM. YOU ACCEPT THESE TERMS BY ANY OF THE FOLLOWING: BY CLICKING A BOX INDICATING ACCEPTANCE AND/OR BY USING OR ACCESSING THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICE.
THESE TERMS CONTAIN GENERAL DISCLAIMERS (SECTION 18); DISCLAIMERS OF WARRANTIES (SECTION 19), LIMITATION OF LIABILITY (SECTION 20), AND AN AGREEMENT TO BINDING ARBITRATION AND CLASS ACTION WAIVER (SECTION 21(i)).
These BookPass Terms of Service (these Terms) are the terms and conditions that govern the operation and use of the BookPass Audiobook Card service (the Service). These Terms constitute the agreement between (i) Supporting Cast, a business unit of The Slate Group, LLC, a Delaware limited liability company (Supporting Cast, we, us, or our) and (ii) each person accessing or using the Service (User, you, or your). Capitalized terms have the meanings set forth in these Terms.
1. The Service. The Service enables you, subject to the restrictions set forth in these Terms, to use the QR code (QR Code) contained within a BookPass audiobook card (Audiobook Card) to download the applicable audiobook (including any related images, previews, and extracts, an Audiobook) on compatible devices (Devices). The Service is not for use by persons under 13 years old.
IMPORTANT:
o Audiobook Cards (and the QR Code) should be treated like cash. They will not be replaced if lost or stolen.
o Audiobook Cards have no cash value and are non-refundable, non-reloadable, and non-redeemable for cash (except as may otherwise be required by applicable law).
o Audiobook Cards are valid for, and must be used within, a period of five (5) years from the date of purchase (except as may otherwise be required by applicable law). Audiobooks downloaded within the period of validity do not expire at the end of such period.
o Audiobook Cards may not be used for physical books or for any e-books outside of the Service.
2. System Requirements. To access the Service and download Audiobooks, a User needs a Device with Internet access (third party fees may apply), a camera, and running compatible browser, and QR code scanning software. Most iOS- and Android-based smartphones that have a camera can be compatible devices. Kindles do not have cameras are thus not compatible devices. The Service can be accessed by current versions of Firefox, Chrome, Microsoft Edge, and Safari, although there may be from time-to-time differences in performance and functionality between different browsers. Use of the Service does not require the downloading or installation of any Supporting Cast client-side software or app on your Device, but may require third-party QR code and e-reader functionality, software, or app. Because use of the Service involves your own Device, software, and Internet access, your ability to access and use the Service may be affected by the availability and performance of these items. These third-party requirements, which may change from time-to-time, and related expenses are solely your responsibility.
3. User Information. In connection with your use of the Service, you may be asked to provide or we may otherwise obtain certain personal information about you (Personal Information). When you scan the Audiobook QR Code, you will be prompted to register by providing us with your email address. This allows us to keep a record of the Audiobooks you have downloaded and you’ll be able to recover the Audiobooks in the future. You are not required to register, but if you don’t, it is important that you retain the Audiobook QR Code so that you can recover the Audiobook in the future. Our information collection and use policies with respect to the privacy of such Personal Information are set forth in our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.
4. Communications. We may furnish you with communications or notices related to the Service by any of the following means as we deem appropriate in our sole discretion: email, regular mail, text messaging, telephone, postings on the Service, or other reasonable means currently known or any that may hereinafter be developed. Your acceptance of these Terms constitutes your assent for us to contact you by any of the means listed above.
5. Downloading Audiobooks. To download an Audiobook using the Service, you will need the applicable QR Code from the Audiobook Card. When you scan the Audiobook QR Code, if you provide us with your email address, you will be able to recover the Audiobook in the future. If you do not wish to provide your email address, it is important that you retain the Audiobook QR Code if you want to recover the Audiobook in the future. To the extent the unique identifier for a QR Code has been reported as having been returned or stolen, or we believe has been used in violation of these Terms, then the use of such QR Code may be disabled. If you have any questions or need assistance, please contact us at help@bookpass.com.
6. Support. We will provide you with basic Service online at help@bookpass.com in connection with your use of the Service during our regular support hours (Support). We may subcontract Support services at our discretion without notice or consent. We are not responsible to provide Support for any issues resulting from problems, errors, or inquiries related to your Devices, software, or Internet service, or the contents of any Audiobooks.
7. Use of Audiobooks. Following your purchase of an Audiobook Card, for as long as we and the applicable copyright holder have rights to provide you the applicable Audiobook, we give you the non-exclusive right to download, subject to the restrictions set forth herein, copies of the Audiobook to your Devices, and to view, use, and display such Audiobook an unlimited number of times on your Devices or as otherwise authorized by us for your personal, non-commercial use. If we or the applicable copyright holder loses the rights to provide you any Audiobook, we will cease serving such Audiobook to you and you may lose the ability to access and download such Audiobook (it will not cause the deletion of Audiobooks already downloaded to your Device(s)). If any select or copy and paste functions are available for an Audiobook, you must use these features within the prescribed limits and only for personal non-commercial purposes.
We place limits on the number of Devices you may use to access Audiobook and that these limits may be set and changed by us at any time or from time-to-time at our discretion. You agree that we may record and store the unique device identifier numbers of your Devices to track and enforce such limits.
8. Returns. For Audiobook Cards purchased from our retail partners, the refund policies of the retail partner from whom you purchased the Audiobook Card shall apply. Most retail partners do not allow returns.
9. Availability. The Service is generally available 24x7x365 except for periods during which the Service is down, in whole or in part, for updates, upgrades, maintenance, or due to network outages or other Force Majeure Events (Downtime). We seek to provide 99.5% or higher Service uptime each calendar month, excluding periods of Downtime. Downtime may occur at any time and without advance notice and may last longer than anticipated or communicated. Because our users are located in various time zones, we are unable to commit to any specific days or time of day when we schedule Downtime. We may, but are not obligated to, provide notice of any Downtime.
10. Restrictions and Usage Rules. Use of the Service, QR Codes, and Audiobooks is conditioned upon your compliance with the following (the Usage Rules):
a) Access to and use of the Service, QR Codes, and Audiobooks is provided solely and exclusively for your personal, non-commercial use. You may not sell, rent, lease, distribute, broadcast, transfer, or assign your rights to the QR Codes or Audiobooks, or any portion thereof, to any third party except as expressly permitted hereunder; provided, however, that nothing in these Terms prohibits any use of an Audiobook that is otherwise permitted under the U.S. Copyright Act.
b) You understand that we are not granting you any licenses or rights to our Background IP (defined below), and you agree not to access (other than allowed through the normal and expected use of the Service), copy, or extract any Background IP.
c) You agree (i) not to copy, modify, or reproduce the Service, or to create any derivative works thereof, and (ii) not to “frame,” “mirror,” or serve the Service on any web server or other computer server over the Internet or any other network, or to publish, perform, demonstrate, copy, modify, reproduce, rent, lease, loan, sell, re-sell, distribute or redistribute, the Service, or create derivative works of the Service, in any manner or in any form.
d) You shall not disassemble, decompile, or reverse engineer the Service or permit or assist others to do so.
e) You will not remove, obscure, or alter any copyright notices, trademark notices, logos, or similar labels in the Service or in any Audiobooks.
f) You agree not to collect or harvest any third-party Personal Data, including names, mailing, social media handles, or email addresses, etc., from the Service for any purpose, nor to use such information or the Service for any solicitation purposes.
g) You agree not to conduct any systematic or automated data collection activities, including scraping, data mining, data extraction, or data harvesting on or in relation to the Service.
h) You agree (i) not to interfere with or disrupt the Service and/or the servers or networks connected to the Service, or circumvent, disable, or interfere with security features of the Service, Audiobook Cards, QR Codes, or Audiobooks; (ii) not to exploit the Service in any unauthorized way whatsoever, including by trespass or burdening network capacity.
i) You agree not to use or launch any automated system, including “robots,” “spiders,” “offline readers,” or other similar systems that send more messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser.
j) You understand that the Service and Audiobooks may be transmitted over various networks and changed to conform and adapt to technical requirements.
k) You agree not to engage in, facilitate, or further any unlawful conduct in connection with your use of the Service, any Audiobook Cards, or any Audiobooks.
l) If you are located in a country embargoed by the U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals, you may not access or use the Service, any Audiobook Cards, or any Audiobooks.
m) You will not permit any person to access or use the Service, any Audiobook Cards, or any Audiobooks who is, or is located in a country or region that is, sanctioned or embargoed by the U.S. or otherwise in violation of applicable law.
In our sole discretion, we may suspend or terminate, or limit your access to the Service, in whole or in part, or prevent you from accessing and using the Service in the future, if we believe that you have violated any Usage Rules.
11. Privacy Policy. Use of the Service is subject to Slate’s Privacy Policy located at www.slate.com/privacy (the Privacy Policy), and which is made part of these Terms. The Privacy Policy maybe updated from time-to-time. Each such update will include the date of the last revision.
12. Security. You understand that the Service and Audiobook Cards, QR Codes, and Audiobooks provided through the Service utilize technology designed to protect the security of digital information. You may not attempt to, nor assist or encourage others to, circumvent, disable, defeat, reverse-engineer, decompile, or tamper with any of the security features or components related to the Service, Audiobook Cards, QR Codes, or Audiobooks for any reason, which actions may result in civil or criminal liability.
13. User-Submitted Content. Certain areas of the Service may allow you to post comments or reviews, send messages, or otherwise provide information to us or other persons. You remain fully responsible for the materials that you provide to us or others, including information, audio recordings, photographs, documents, or other materials submitted, posted, uploaded, sent, or otherwise transmitted to us or others (User Content). You agree not to provide any User Content that:
• infringes on, misappropriates or otherwise violates the copyright, trademark, patent or other intellectual property right of any person;
• is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful, or sexually-explicit;
• violates a person’s right to privacy or publicity;
• contains advertising or a solicitation of any kind;
• degrades others on the basis of gender, race, class, caste, ethnicity, national origin, religion, sexual preference, orientation, or identity, disability, or any other protected classification;
• contains epithets or other language or material intended to intimidate or to incite violence; or
• violates any applicable laws or advocates illegal activity.
To the extent the Service permits you to post or publish User Content, you may only post User Content that is original and that you have the right to post. By submitting User Content, you grant us a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sub-licensable, transferable, license to publish, reproduce, distribute, display, perform, edit, adapt, modify, translate, create derivative works, make, sell, offer for sale, export, and otherwise use and exploit your User Content (or any portion thereof) in any way that we want and in any form, media, or technology now known or later developed, without any compensation or obligation to you. You hereby waive any moral rights you may have in your User Content. You represent that you have obtained all necessary permissions from any person identified in or implicated by your submission (including those shown in photographic content), and, in the case of minors, also from their parents or legal guardians, as appropriate. For avoidance of doubt, there is no transfer of ownership of User Content from you to us under these Terms.
We are not obligated to publish or use your User Content. We do not in any manner endorse any User Content and cannot, and do not, vouch for its reliability. We are not responsible for any User Content and have no duty to monitor the User Content posted on the Services. You use any User Content at your own risk. We, and our designees, have the right, in our sole discretion, to monitor, review, edit, remove, delete, disable, refuse, restrict, or terminate access to your User Content or the Services (in whole or in part) at any time, without prior notice and in our sole discretion, for any or no reason. The obligations that you have to us under these Terms shall survive termination of the Services, any use by you of the Services, any User Content on the Services, or these Terms. You will not continue to post any User Content that we have previously advised you not to post.
If you are under the age of 13, you may not submit any User Content. If you are under the age of 18 but at least 13 years of age, you may submit User Content only with the permission of, and under the supervision of, a parent or legal guardian. If you are a parent or legal guardian agreeing to these rules for the benefit of an individual between the ages of 13 and 18, please be advised that you are fully responsible for their User Content and any legal liability that they may incur. Please see the “Children’s Privacy” section of our Privacy Policy for more information. Please contact privacy@slate.com if you have any concerns about your child or ward’s use of the Service.
14. Notice of Infringement. We respect intellectual property rights. If you believe in good faith that your work has been reproduced or is accessible on the Services in a way that constitutes copyright infringement, please provide our designated agent with the following information in writing to our Copyright Agent under the Digital Millennium Copyright Act (DMCA):
• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
• Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
• Your name, address, telephone number, and email address, so that we may contact you if necessary;
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You may notify our designated copyright agent either by mail to Copyright Agent, The Slate Group LLC, 1707 L St. NW, Suite 800, Washington, D.C., 20036 or via email at legal@slate.com. Only copyright complaints should be sent to the Copyright Agent. All other feedback or comments should be addressed to help@bookpass.com. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid and we may not take action on it as a result.
15. Ownership. All rights, title, and interest in and to the Service (including Background IP but excluding User Content) and to all Audiobooks are solely and exclusively owned by us or our licensors. All intellectual property rights of any nature, including copyrights, trademark rights, patent rights, database rights, moral rights, and sui generis rights, in the Service and underlying data, and any associated metadata, together with all content, methods, techniques, graphics, images, designs (including look and feel, design and organization of the Service, user interfaces, and dashboards), navigation, algorithms, tools, trade secrets, or other intellectual property rights of any nature in, or used to provide, the Service (collectively, our Background IP) remain solely with Supporting Cast and its licensors. Your use of the Service does not grant you ownership of any Background IP or Audiobooks, including Audiobook images, previews, or extracts, that you may access on the Service.
16. License to Feedback. You grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty free license to use, modify, duplicate, transfer, incorporate into the Service, and to otherwise realize upon, without the duty to account to you for such use, any suggestions, improvements, recommendations, corrections, or other feedback or ideas you provide to us relating to the Service.
17. Usage Data. We collect, analyze, and audit data and other information relating to the access, provision, use, and performance of the Service, and we may (i) use such data and other information to monitor and enforce these Terms and to develop and improve the Service and other offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not permit identification of any User, apart from disclosures pursuant to legal order or process, investigation, or enforcement action.
18. GENERAL DISCLAIMERS AND ACKNOWLEDGEMENTS. YOU ACKNOWLEDGE THAT THE SERVICE IS SUBJECT TO LIMITATIONS, INCLUDING THE FOLLOWING:
a) WE SEEK TO ENSURE THAT THE INFORMATION POSTED ON THE SERVICE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SERVICE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, CLARITY, OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SERVICE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SERVICE.
b) WE ARE NOT RESPONSIBLE, IN ANY RESPECT, FOR THE CONTENTS OF ANY AUDIOBOOKS.
c) THE SERVICE IS NOT TO BE USED FOR ANY MEDICAL, SAFETY, EMERGENCY, OR ANY OTHER USES WHERE RELIABILITY AND ACCURACY ARE CRITICAL, NOR IS THE SERVICE TO BE USED FOR ANY USE NOT INTENDED BY US.
d) WE MAY OFFER “BETA” SERVICES OR FEATURES (collectively, BETA SERVICES) FOR TESTING AND/OR EVALUATION PURPOSES. ANY USE OF THE BETA SERVICES IN CONJUNCTION WITH ACTUAL DATA AND/OR IN A PRODUCTIVE SETTING IS AT YOUR SOLE RISK. BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS (although we do use reasonable efforts to prevent harmful components). WE MAY TERMINATE ACCESS TO BETA SERVICES AT ANY TIME.
19. DISCLAIMER OF WARRANTIES.
a) THE SERVICE AND THE AUDIOBOOKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES, RESELLERS, LICENSORS, DATA PROCESSORS/SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, THE SUPPORTING CAST PARTIES) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE SERVICE OR ANY AUDIOBOOKS WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, AND YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE OR LIMIT THE SERVICE OR ANY AUDIOBOOKS (OR PORTIONS THEREOF) FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE (OR PORTIONS THEREOF), AT ANY TIME.
b) WE DO NOT GUARANTY OR WARRANTY THAT THE AUDIOBOOK CARDS, THE SERVICE, OR ANY AUDIOBOOKS WILL DELIVER ANY INTENDED BENEFITS OR GENERATE ANY ANTICIPATED RESULTS OR THAT THE USE OF THE AUDIOBOOK CARDS, THE SERVICE, OR ANY AUDIOBOOKS IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE IN ALL LOCATIONS OR IN ALL CIRCUMSTANCES.
c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE SUPPORTING CAST PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE, THE AUDIOBOOK CARDS, AND THE AUDIOBOOKS, AND YOUR USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
d) ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A SECURE SERVICE, THE SUPPORTING CAST PARTIES DO NOT REPRESENT OR GUARANTEE THAT THE SERVICE, AUDIOBOOK CARDS, OR ANY AUDIOBOOKS WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY USER CONTENT PROVIDED TO US OR INPUT INTO THE SERVICE WILL NOT BE LOST OR CORRUPTED.
e) NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORIZED TO MAKE ANY WARRANTY ABOUT THE SERVICE, THE AUDIOBOOK CARDS, OR ANY AUDIOBOOKS. ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, SHALL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THESE TERMS. THE ENTIRE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO WARRANTY IS EMBODIED IN THIS WRITING. YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED HEREIN.
NOTE: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
20. LIMITATION OF LIABILITY. UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:
a) THE SUPPORTING CAST PARTIES DISCLAIM ANY LIABILITY FOR, AND YOU AGREE TO RELEASE THE SUPPORTING CAST PARTIES FROM ANY CLAIMS OR DAMAGE ARISING FROM: (i) ANY VIOLATION OF APPLICABLE LAW BY YOU BY VIRTUE OF YOUR USE OR MISUSE OF THE SERVICE, ANY AUDIOBOOK CARDS, OR ANY AUDIOBOOKS; (ii) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN THE SERVICE, ANY AUDIOBOOK CARDS, OR ANY AUDIOBOOKS; (iii) ANY FAILURE TO COLLECT, PROVIDE, DISPLAY, OR RETAIN ANY USER CONTENT OR AUDIOBOOKS; (iv) THE TIMELINESS, MIS-DELIVERY, OR NON-DELIVERY OF ANY AUDIOBOOKS; (v) ANY PRIVACY CLAIMS OR OTHER FORMS OF CIVIL LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO USE OF THE SERVICE, ANY AUDIOBOOK CARDS, OR ANY AUDIOBOOKS; (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE OR ANY AUDIOBOOKS BY ANY THIRD PARTY; AND/OR (vii) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, ANY AUDIOBOOK CARDS, OR ANY AUDIOBOOKS, OR ANY OPERATION, NONOPERATION, OR FAILURE OF THE SERVICE, ANY AUDIOBOOK CARDS, OR ANY AUDIOBOOKS.
b) THE SUPPORTING CAST PARTIES ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS’ FEES AND EXPENSES, AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, INCOME, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). YOU AGREE NOT TO MAKE, AND YOU HEREBY WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES AGAINST THE SUPPORTING CAST PARTIES EXCEPT FOR DIRECT, COMPENSATORY DAMAGES AS LIMITED BY THESE TERMS. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF A THIRD-PARTY CLAIM AGAINST YOU. DIRECT, COMPENSATORY DAMAGES SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE GREATER OF US$20.00 OR THE AMOUNTS YOU ACTUALLY PAID FOR THE AUDIOBOOK CARDS AT ISSUE.
c) THE ESSENTIAL PURPOSE OF THESE TERMS IS TO LIMIT OUR POTENTIAL LIABILITY. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU ACKNOWLEDGE YOU HAVE RECEIVED VALUABLE CONSIDERATION FOR THESE IN THE FORM OF OUR ABILITY TO OPERATE AT LOWER COST, OFFER LOWER PRICING, AND/OR WILLINGNESS TO CONTRACT, WHETHER GENERALLY OR SPECIFICALLY.
d) IN THE EVENT THAT YOU HAVE ANY DISPUTES WITH THE COPYRIGHT OWNER(S) OF ANY AUDIOBOOKS THAT YOU PURCHASED OR IS AVAILABLE THROUGH AN AUDIOBOOK CARD, YOU HEREBY RELEASE SUPPORTING CAST AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND JOINT VENTURES FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
e) NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS WILL (i) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY THAT PARTY; (iii) LIMIT ANY LIABILITY OF A PARTY IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR (iv) EXCLUDE ANY LIABILITY OF A PARTY THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
f) IF YOU ARE IN CALIFORNIA, YOU HEREBY WAIVE THE APPLICATION OF CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
21. General Provisions.
a) Termination. If you fail to comply with any term of these Terms, we may automatically terminate your rights hereunder, including revoking your access to the Service or any Audiobook, without notice to you and without refunding any fees paid by you. Our failure to enforce any term of these Terms will not constitute a waiver of any of our rights or any terms of these Terms.
b) Service Changes. We have the right to suspend, modify, or discontinue the Service at any time without liability to us. If we elect to discontinue the Service, we shall, to the extent required by law, provide prior notice of the discontinuance in the event that you wish to download purchased Audiobooks.
c) Amendment. We may amend these Terms at our sole discretion by posting the amended terms on our website. Your continued use of the Service after seven days following the date such amended terms are posted will constitute your acceptance of and agreement to be bound by the amended terms.
d) Enforcement. We reserve the right to take those steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms, including to our duty to cooperate with any legal process relating to use of the Audiobook Cards, the QR Codes, the Service, or the Audiobooks, and/or a third-party claim that your use of the Audiobook Cards, the QR Codes, the Service, or the Audiobooks is unlawful and/or infringes such third party’s rights. You agree that we have the right, without liability to you, to disclose any information collected by the Service to law enforcement authorities, government officials, and/or a third party, as we believe we are required to do or is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms.
e) Diversity & Inclusion. Supporting Cast is committed to a culture of diversity and inclusion it all that it does and that includes all communications in connection with the operation and use of the Service. Any harassment or discrimination based on a person’s race, religious creed (or lack thereof), color, caste, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, gender, sexual orientation, gender identity, gender expression, age, military or veteran status, or any non-listed category protected by applicable law, will not be tolerated. Any instances of harassment or prohibited discrimination on or in connection with the use of the Service should be reported to us.
f) Compliance with Law. In connection with the operation and use of the Service, you and we will both comply with applicable law.
g) Entire Agreement. These Terms constitute the sole and entire agreement between you and us relating to the Service, Audiobook Cards, and Audiobooks and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
h) Governing Law. You agree that for purposes of these Terms we are solely based in New York City, NY USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions. To the fullest extent permitted by law, these Terms and any Disputes arising out of or relating to them, and the Service, and, to the extent permitted by law, all related matters including non-contractual matters, will be governed by the Laws of the State of New York, without regard to its conflict of law principles, and the U.S. Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms.
i) Dispute Resolution; BINDING ARBITRATION; CLASS ACTION WAIVER.
(i) Dispute means any dispute, claim, cause of action, or controversy between you and Supporting Cast arising from or relating to these Terms, the Service, Audiobook Cards, and/or Audiobooks, whether based in contract, statute, regulation, ordinance, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver clause below). This term is to be given the broadest possible meaning that will be enforced.
(ii) If a Dispute arises, it will be resolved through confidential binding arbitration. The parties will seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Washington, D.C. unless all three arbitrators mutually agree on an alternative city. American Arbitration Association rules will apply, with each side to bear its own costs. The language to be used in the arbitration will be English.
(iii) The parties agree that the arbitration, including the evidence, the argument and the outcome, is confidential between the parties. The parties can inform legal counsel and, if necessary, financial advisors and insurers, about the arbitration if they are advised of the confidentiality obligations. The parties can tell others only as required by law (including any applicable stock exchange or similar securities disclosure rules). The arbitrator(s) appointed must also agree to this confidentiality protection. Nothing in these Terms prevents either party from filing the arbitration award with a court to enforce or appeal such award (but only if the arbitration award is not paid within 90 days of its issuance), though both parties agree that the evidence, arguments of the parties, and the arbitrator’s findings related to such award will be treated as confidential information subject to a court-approved protective order.
(iv) IF FOR ANY REASON THESE ARBITRATION REQUIREMENTS DO NOT APPLY, YOU AND WE EACH HEREBY WAIVE ANY TRIAL BY JURY AND AGREE THAT THE CLAIM SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION LOCATED IN WASHINGTON, D.C.
(v) NOTHING HEREIN SHALL PRECLUDE EITHER PARTY FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AN ONGOING OR RECURRING BREACH OF THE USAGE RULES, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.
(vi) ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
(vii) YOU AND WE AGREE THAT ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED.
j) No Third Party Beneficiaries. These Terms do not create a contractual relationship between you and any third party, including any of the Supporting Cast Parties other than us, and you are not a third-party beneficiary of any agreement between us and any third party.
k) Assignment. We may transfer or assign our rights and delegate our obligations under these Terms to an affiliate or a successor to all or substantially all of the business or assets relating to the Service whether by sale, merger, operation of law, or otherwise, without notice to you or your prior written consent, provided that such assignee or transferee has agreed to be bound by the terms and conditions of these Terms.
l) Miscellaneous. If any part of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention, and the remaining portions shall remain in full force and effect. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of these Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction. No failure to exercise or delay in exercising any right, power, or remedy under these Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. A party will not be responsible for failures to fulfill any obligations due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, meteorite impact, or other natural disaster, sabotage, nuclear contamination, terrorism, zombie apocalypse, pandemic, war, insurrection, utility failure, telecommunications failure, service provider failure, third party strike or work stoppage, or civil riot (Force Majeure Events). The parties are independent contractors and nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
m) Rules of Interpretation. In these Terms: (i) the words “including,” “for example,” “e.g.,” and variations thereof, will be read and understood to be exemplary and non-exhaustive, and followed by the words “without limitation”; (ii) section or other headings in these Terms are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation these Terms; (iii) any schedules, appendices, and exhibits attached hereto are hereby incorporated in this Agreement as the same are amended, supplemented, and modified from time-to-time to the extent permitted by this Agreement; (iv) any reference herein to “laws” includes, unless a contrary intention is expressed, all national, federal, provincial, state, and local statutes, laws, ordinances, rules, orders, decrees, codes, and regulations, regulatory guidelines, and judicial or administrative holdings or binding interpretations as in effect from time-to-time; (v) unless otherwise stated, references to recitals, sections, subsections, paragraphs, schedules, appendices, and exhibits are references to recitals, sections, subsections, paragraphs, schedules, appendices, and exhibits of these Terms; (vi) all currency amounts are in U.S. dollars unless otherwise indicated; (vii) grammatical changes will be made to words where the context requires or permits, including changes from plural to the singular and vice-versa and any reference to one gender also includes other genders, and, where applicable, a legal entity; (viii) references to “they” or variants thereof are inclusive of any genders or persons, and may be singular or plural as the context dictates; (ix) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing; (x) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; (xii) references to “business day” will be construed as a reference to any day except Saturday and Sunday, local, federal, or national statutory holidays recognized in Washington, DC and any other days on which we close our business for all or substantially all of our staff in recognition of holidays; (xiii) any translation of these Terms into another language is done for local requirements only and this English language version will govern in all cases; (xiv) all other communications provided under or in connection with these Terms will be in English, or accompanied by a certified English translation and, in such cases the English translation will prevail unless the document is a constitutional, statutory, or other official document; and (xv) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction.
n) Third Party Software or Content. The Service may contain or utilize third party software or content that requires notices and/or additional terms and conditions. Such third-party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Terms. By accepting these Terms, you are also accepting the additional terms and conditions, if any, set forth therein.
Last updated: 31 May 2023 © 2023 The Slate Group LLC. All rights reserved.