NewAudia Systems, LLC

Important — Please Read Carefully

These Terms of Service ("Terms") govern access to and use of the NewAudia website, applications, and services (collectively, the "Services") and constitute a legally binding agreement between you and NewAudia Systems, LLC. By accessing or using the Services, you agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Services.

Company Identification

The Services are operated by NewAudia Systems, LLC, a limited liability company organized under the laws of the State of Colorado, with its principal place of business in Colorado Springs, Colorado (hereinafter "NewAudia," "Company," "we," "us," or "our"). "NewAudia" is a registered trade name of NewAudia Systems, LLC in the State of Colorado.

Document Hierarchy and Incorporated Agreements

These Terms of Service serve as the master agreement governing all use of the NewAudia platform. The following additional policy documents are incorporated herein by reference and form part of the complete legal framework. In the event of a conflict between these Terms and any incorporated document, these Terms control unless the incorporated document expressly states otherwise.

1. Eligibility and Account Registration

1.1 Age Requirement

You must be at least 18 years of age, or the age of majority in your jurisdiction, whichever is greater, to access or use the Services. The Services are not intended for use by minors. By accessing the Services, you represent and warrant that you meet this age requirement. This requirement applies to all user roles, including Readers, Authors, Publishers, and Administrators, consistent with Section 1.1 of the NewAudia Author & Publisher Addendum and the NewAudia Privacy Policy.

1.2 Account Registration

Certain features of the Services require account registration. When creating an account, you agree to:

• Provide accurate, current, and complete registration information
• Maintain the accuracy of your information and promptly update it as needed
• Maintain the security and confidentiality of your account credentials
• Accept full responsibility for all activity occurring under your account
• Notify NewAudia immediately of any unauthorized use of your account at info@newaudia.com

1.3 Account Suspension and Termination

NewAudia reserves the right to suspend or terminate accounts that violate these Terms, the Acceptable Use Policy, or any other incorporated agreement, with or without prior notice. See Section 9 for full termination terms.

2. Description of Services

NewAudia provides an AI-powered audiobook platform and two-sided marketplace, including:

• Access to AI-narrated Audiobooks and related media through a credit-based subscription system
• Audia, an AI-powered reading assistant embedded within each Audiobook that allows Readers to ask questions about book content in real time
• Tools for Authors and Publishers to submit EPUB Manuscripts for automated ingestion, AI narration, and publication to the NewAudia marketplace
• A Publisher Portal for managing multi-author catalogs
• Reader engagement features, listening analytics, and Commission reporting for Authors and Publishers

The Services may evolve over time. NewAudia reserves the right to modify, add, or discontinue features at any time, with or without notice, without liability to any user, consistent with Section 2.4 of the Author Publishing Agreement.

3. User Roles and Role-Specific Agreements

Users may interact with the Services in one or more of the following capacities. Certain roles require agreement to additional documents before accessing role-specific features:

• Readers: Access Audiobooks and use Audia via the credit-based system. Governed by these Terms, the Acceptable Use Policy, the AI Usage Policy, the Privacy Policy, and the Reader Credit & Billing Policy.
• Authors: Submit Manuscripts for ingestion, narration, and publication. In addition to all Reader-applicable documents, Authors must execute the Author Publishing Agreement and Author & Publisher Addendum before submitting Manuscripts.
• Publishers: Manage multi-author catalogs through the Publisher Portal. Subject to the same documents as Authors, plus the Publisher Portal provisions in Section 5 of the Author & Publisher Addendum.
• Administrators: Operate platform management tools. Subject to these Terms and all applicable internal policies.

Role-specific capabilities and restrictions are governed by the applicable agreements listed above. In the event of a conflict between role-specific terms and these Terms, the more specific role document controls.

4. User Content and Submissions

4.1 Ownership

You retain ownership of content you submit to the Services ("User Content"). NewAudia does not claim ownership of User Content. For Authors and Publishers, full intellectual property and licensing terms are governed exclusively by Article 4 of the Author Publishing Agreement, which controls over this Section in the event of any conflict.

4.2 General License Grant

For users who are not Authors or Publishers governed by the Author Publishing Agreement, by submitting User Content you grant NewAudia a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display such content solely as necessary to operate and provide the Services. This license terminates when the content is removed from the platform.

4.3 Content Representations

By submitting any User Content, you represent and warrant that:

• You own or hold all necessary rights to submit the content and grant the licenses described herein
• The content does not violate applicable law, third-party rights, or NewAudia's Acceptable Use Policy
• The content does not contain malware, harmful code, or any mechanism intended to damage or gain unauthorized access to the Services

4.4 Content Removal

NewAudia reserves the right to remove any User Content that violates these Terms, the Acceptable Use Policy, or NewAudia's Community Standards, at its sole and unreviewable discretion, consistent with Article 3.4 of the Author Publishing Agreement and Section 5 of the Acceptable Use Policy.

5. AI-Assisted Features

Certain Services use AI-assisted technologies, including the Audia AI reading assistant and the AI narration pipeline. Use of these features is governed in full by the NewAudia AI Usage Policy, which is incorporated herein by reference. By using any AI-assisted feature, you agree to the AI Usage Policy in addition to these Terms. You acknowledge that:

• AI outputs are generated algorithmically and may contain inaccuracies, omissions, or contextual limitations
• AI outputs do not constitute legal, medical, financial, or professional advice of any kind
• You are solely responsible for decisions made in reliance on AI-generated content
• Audia responds only from the content of the specific Audiobook being accessed and has no access to information beyond that title

NewAudia disclaims all liability for decisions made in reliance on AI-generated outputs. For full AI feature disclosures, third-party provider information, and prohibited AI use, see the AI Usage Policy.

6. Payments, Credits, and Transactions

Access to certain features of the Services requires payment, including the purchase of Reader Credits or subscription plans. All billing, refund, Credit expiration, and dispute terms are governed in full by the NewAudia Reader Credit & Billing Policy, which is incorporated herein by reference.

6.1 Payment Processing

All payments are processed by Stripe, our third-party payment processor. Payment card information is handled directly by Stripe and is not stored by NewAudia. By completing any purchase, you authorize NewAudia and Stripe to charge your selected payment method for the amount displayed at the time of transaction.

6.2 Subscription Billing

Subscription plans are billed on a recurring basis. You authorize NewAudia and Stripe to charge your payment method at the start of each billing period. Cancellation instructions and terms are set forth in Section 5.3 of the Reader Credit & Billing Policy.

6.3 Manuscript Ingestion Fees — Authors and Publishers

The first successful Manuscript ingestion per Author account is provided at no charge. Each subsequent successful ingestion is assessed a fee of $9.99 USD, charged via Stripe upon pipeline completion. All ingestion fees are non-refundable once a Manuscript has been submitted for processing, regardless of outcome. Full ingestion fee terms are set forth in Article 5 of the Author Publishing Agreement.

6.4 Pricing Changes

Prices, billing models, and credit structures may change at any time. Current pricing is published on the NewAudia Pricing page at www.newaudia.com. NewAudia will use commercially reasonable efforts to notify users of material pricing changes in advance.

7. Acceptable Use

All use of the Services is subject to the NewAudia Acceptable Use Policy, which is incorporated herein by reference and sets forth the complete list of prohibited conduct and content standards. The following represents a summary of core restrictions; the Acceptable Use Policy governs in full. You agree not to:

• Use the Services for any unlawful, fraudulent, or deceptive purpose
• Circumvent access controls, usage limits, billing systems, or security mechanisms
• Interfere with or degrade the performance or availability of the Services
• Upload malware, harmful code, or any content intended to damage the Services or its users
• Misrepresent your identity, affiliation, or the ownership of submitted content
• Use the Services to infringe any copyright, trademark, or other intellectual property right
• Engage in any conduct that NewAudia determines, in its sole discretion, to be abusive, harmful, or contrary to the spirit of these Terms

Violation of the Acceptable Use Policy may result in immediate account suspension or permanent ban, forfeiture of credits and unpaid commissions, and pursuit of legal remedies available under applicable law. See Section 5 of the Acceptable Use Policy for the full enforcement framework.

8. Intellectual Property

8.1 NewAudia Platform IP

All platform software, infrastructure, branding, trademarks, logos, design elements, and non-user content are owned by or licensed to NewAudia Systems, LLC and are protected by applicable intellectual property laws. "NewAudia" is a registered trade name in the State of Colorado. Except as expressly permitted by these Terms, you may not copy, modify, distribute, sell, sublicense, or exploit any portion of the Services or NewAudia's intellectual property.

8.2 Author and Publisher Content

Authors and Publishers retain full ownership of their Manuscripts and Audiobooks as set forth in Article 4.1 of the Author Publishing Agreement. NewAudia holds only the non-exclusive license described in Article 4.2 of that Agreement. Nothing in these Terms shall be construed to expand or modify the intellectual property rights and licenses established by the Author Publishing Agreement.

8.3 Feedback

If you submit feedback, suggestions, or ideas regarding the Services to NewAudia, you grant NewAudia a non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, and incorporate such feedback without any obligation of confidentiality or compensation to you.

9. Termination

9.1 Termination by NewAudia

NewAudia may suspend or terminate your access to the Services at any time, with or without notice, if:

• (a) you violate these Terms or any incorporated agreement;
• (b) NewAudia is required to do so by applicable law;
• (c) the Services are discontinued; or
• (d) NewAudia determines, in its sole discretion, that your continued access is contrary to the interests of the platform or its users.

9.2 Termination by You

You may terminate your account at any time by contacting info@newaudia.com. Termination does not entitle you to a refund of any purchased Credits or subscription payments, consistent with the Reader Credit & Billing Policy. For Authors and Publishers, termination procedures are governed by Article 7.2 of the Author Publishing Agreement.

9.3 Permanent Account Ban

9.4 Surviving Provisions

The following provisions survive termination of these Terms: Section 4.3 (Content Representations), Section 8 (Intellectual Property), Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Governing Law and Dispute Resolution), and this Section 9.4. For Authors and Publishers, the surviving provisions of Article 7.6 of the Author Publishing Agreement also survive.

10. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranty of any kind, whether express, implied, or statutory. NewAudia Systems, LLC disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. NewAudia does not warrant that the Services will be error-free, uninterrupted, secure, or free of harmful components. NewAudia does not warrant that AI-generated outputs will be accurate, complete, or suitable for any particular purpose.

11. Limitation of Liability

To the maximum extent permitted by applicable law, NewAudia Systems, LLC and its members, managers, officers, employees, contractors, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, lost credits, or loss of goodwill, arising out of or related to these Terms or your use of the Services, even if advised of the possibility of such damages. In no event shall NewAudia's total cumulative liability to you for all claims arising under or related to these Terms exceed the greater of: (a) the total amount paid by you to NewAudia in the three (3) months preceding the claim; or (b) fifty dollars ($50.00 USD). For Authors and Publishers, the limitation of liability set forth in Section 6.3 of the Author Publishing Agreement governs claims related to Manuscript ingestion and Audiobook production.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. To the extent such laws apply, some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless NewAudia Systems, LLC and its members, managers, officers, employees, contractors, and affiliates from and against any and all claims, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your access to or use of the Services
• Your violation of these Terms or any incorporated agreement
• Any User Content you submit, including any claim that your content infringes, misappropriates, or violates any third-party right
• Your violation of any applicable law or regulation
• Any misrepresentation made by you in connection with your use of the Services

For Authors and Publishers, the indemnification obligations in Article 6.2 of the Author Publishing Agreement also apply and are incorporated herein by reference.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

13.2 Informal Resolution

The parties agree to attempt in good faith to resolve any dispute arising under these Terms through informal negotiation for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within such period, either party may pursue any legal remedy available under Section 13.3.

13.3 Jurisdiction and Venue

Any legal action arising under or related to these Terms shall be brought exclusively in a court of competent jurisdiction located in El Paso County, Colorado. You hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to such jurisdiction or venue.

13.4 Jury Trial Waiver

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Author Publishing Agreement (where applicable), Author & Publisher Addendum, Acceptable Use Policy, AI Usage Policy, Privacy Policy, and Reader Credit & Billing Policy, constitute the entire agreement between you and NewAudia with respect to your use of the Services, and supersede all prior or contemporaneous agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

14.3 Waiver

Failure by NewAudia to enforce any provision of these Terms shall not constitute a waiver of NewAudia's right to enforce such provision in the future.

14.4 Assignment

You may not assign your rights or delegate your obligations under these Terms without NewAudia's prior written consent. NewAudia may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, without your consent.

14.5 Force Majeure

NewAudia shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, internet or infrastructure outages, or failures of third-party service providers.

14.6 Electronic Agreement

By accessing or using the Services, you acknowledge that these Terms constitute a legally binding agreement, and that electronic acceptance (including clicking an acceptance checkbox or continuing to use the Services after notice of updated Terms) has the same legal effect as a handwritten signature.

14.7 Notices

Notices from NewAudia to you will be delivered to the email address on file in your account. Notices from you to NewAudia should be sent to admin@newaudia.com. Email notice is deemed given upon confirmed transmission.

15. Changes to These Terms

NewAudia may update these Terms of Service at any time by posting a revised version on the Services with an updated "Last Updated" date. NewAudia will use reasonable efforts to notify users of material changes via email to the address on file. Continued use of the Services following notice of any update constitutes your acceptance of the revised Terms.

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