BLACKSTONE PUBLISHING LICENSE AGREEMENT WITH LIBRARIES

Each Library Account and End User acknowledges and agrees to the terms described herein and in the applicable Digital Subscription Form at the subscription level set forth in such Subscription Form and agrees to comply with the terms and conditions set forth in this License Agreement (the “License Agreement” or “Agreement”).

Blackstone Audio, Inc. d/b/a Blackstone Publishing (“Blackstone”) grants to the institution identified in the applicable subscription form (each a “Library Account”) a nontransferable and non-exclusive license (the “License”) to use (i) the audiobooks or other publications/content (the “Digital Content”) made available through Blackstone’s proprietary website identified as blackstoneunlimited.com that host Digital Content for and on behalf of Blackstone for resale to users either as individual titles or as collections and (ii) the digital service made available by Blackstone (hereinafter referred to as “Blackstone Unlimited”) in accordance with the terms of this License Agreement and in the applicable subscription form (the “Subscription Form”) entered into in connection with Blackstone Unlimited and annual subscription purchased by Library Account to receive the Blackstone Unlimited service on the terms described herein and in the applicable Blackstone Unlimited Subscription Form at the subscription level set forth in such Subscription Form. Library Accounts may not reproduce, distribute, display, modify, alter, publish, exploit, transfer or transmit, in any form, or by any means, any Digital Content or any portion of the Blackstone Unlimited service, other than in accordance with this License Agreement, without the prior written consent of Blackstone.

All use by Library Account or any of the Library Account’s current employees, representatives, faculty, students, staff, visiting scholars and patrons that the Library Account has reasonably authorized to directly or remotely access the Library Account’s systems and content (each, an “End User”) of any Digital Content selected by Library Account or otherwise accessed by Library Account or End Users, including but not limited to any authorized trial periods, any period for which a fee has been paid, and when updates and access to new Digital Content are provided, is subject to the terms and conditions set forth in this License. Library Account shall be responsible for ensuring that any End Users accessing applicable Blackstone site(s) are notified of, and abide by, the terms of this License.

Blackstone reserves the right to establish all pricing for its Digital Content distributed via the Blackstone Unlimited service. All pricing, and pricing tiers, for Digital Content shall be subject to yearly review and revision in Blackstone’s sole discretion. Blackstone further reserves the right to revise pricing tiers, at anytime, based on its review and analysis of the number of End Users’ usage of the of the Blackstone Unlimited service.

Each Library Account and End User acknowledges that (i) Blackstone has sole and exclusive ownership of all right, title and interest in and to the Digital Content owned by Blackstone (the “Owned Content”), and (ii) Blackstone is a licensee, lessee or otherwise has obtained the right to use the Digital Content for which Blackstone is a licensee, lessee or otherwise has obtained the right to include such Licensed Content in the Digital Content (the “Licensed Content”). Each Library Account and End User further acknowledges and agrees that it has not acquired, and shall not acquire (whether by operation of law, by this License Agreement, by downloading any Digital Content, or otherwise), any right, title, interest or ownership in or to the Owned Content or the Licensed Content or any part thereof.

Each Library Account and End User additionally acknowledges that (a) the Blackstone Unlimited trademark is owned by Blackstone and that all trademarks, logos, and service marks displayed on any Blackstone website are owned by Blackstone or the licensors of the Licensed Content (collectively, the “Trademarks”), (b) all Trademarks are the property of their respective owners and are used with permission, and (c) nothing in this License Agreement or contained on the Blackstone Unlimited website may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any Trademark.

BLACKSTONE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BLACKSTONE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR BLACKSTONE ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE DIGITAL CONTENT AND THE BLACKSTONE UNLIMITED SERVICE AND THEIR USE BY ANY LIBRARY ACCOUNT AND END USER.

IN NO EVENT SHALL BLACKSTONE BE LIABLE TO LIBRARY ACCOUNT OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE BLACKSTONE UNLIMITED SERVICE, OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER, OR USE OF THE BLACKSTONE UNLIMITED SERVICE. IN NO EVENT SHALL BLACKSTONE’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY BLACKSTONE FROM LIBRARY ACCOUNT UP TO OCCURRENCE OF THE ACTION GIVING RISE TO SUCH LIABILITY.

EACH LIBRARY ACCOUNT AGREES TO INDEMNIFY AND HOLD HARMLESS BLACKSTONE AND ITS OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS, LICENSORS, AND LICENSEES FROM ANY DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ON ACCOUNT OF ANY CLAIM, SUIT, ACTION, DEMAND, OR PROCEEDING MADE OR BROUGHT AGAINST ANY SUCH PARTY, OR ON ACCOUNT OF THE INVESTIGATION, DEFENSE, OR SETTLEMENT THEREOF, ARISING IN CONNECTION THE USE OF THE BLACKSTONE UNLIMITED SERVICE BY THE END USER OF SUCH LIBRARY ACCOUNT.

Each Library Account will implement and maintain reasonable measures to ensure that only authorized End Users have access to the Blackstone Unlimited service and Digital Content. Each Library Account will take reasonable steps to prevent unwarranted intrusion into data managed or maintained by Blackstone on behalf of such Library Account acquired in the course of the operation of the Blackstone Unlimited service, including but not limited to reasonable steps to protect such Library Account’s password files and access to the administrative website for management of the Blackstone Unlimited service.

Blackstone agrees to provide technical support services by email and phone to each Library Account, including but not limited to reasonable efforts to: (a) assist such Library Account in providing support; (b) correct, fix, or circumvent errors; and (c) in the sole discretion of Blackstone, provide updates, enhancements, and new versions of the Blackstone Unlimited service (“Support”). Blackstone shall provide such Support by email and phone during its normal business hours of Monday- Friday 7:00 AM to 5:00 PM Pacific Standard Time. Each Library Account and End User acknowledges that errors in the Blackstone Unlimited service shall not be a breach of this License Agreement.

Each Library Account agrees that, without the prior consent of Blackstone, such Library Account will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with respect to the business of Blackstone that such Library Account has obtained. Such confidential information shall include, but is not limited to, Blackstone Unlimited service or Digital Content pricing, service terms, technical specifications and service level agreements. This obligation will survive indefinitely upon termination of this License Agreement.

Blackstone respects the privacy of visitors to its sites. The Blackstone’s privacy policy governing its operation of the Blackstone Unlimited service is available at www.blackstoneunlimited.com/privacy-policy and is expressly incorporated herein by reference and made a part of this License Agreement.

The terms and conditions set forth by Blackstone governing the use of and access to the Blackstone Unlimited service and the Digital Content, as in effect from time to time and available at www.blackstoneunlimited/terms-use, are expressly incorporated herein by reference and made a part of this License Agreement.

The term for each Library Account’s access to the Blackstone Unlimited service shall be for a period of twelve (12) months, unless otherwise agreed by Blackstone and such Library Account. Such Library Account obtains certain rights and access to use the Digital Content and Blackstone Unlimited service for the term of its agreement with Blackstone. The License granted to such Library Account shall be terminated at the end of such term, unless renewed or extended by the mutual agreement of Blackstone and such Library Account, along with such Library Account’s access to the Blackstone Unlimited service and any and all Digital Content, and such Library Account and/or its End Users shall make no further use of all or any part of the Digital Content and the Blackstone Unlimited service.

In the event of a breach of any of its obligations, including but not limited to non-payment or late payment for services, each Library Account shall have thirty (30) days from the receipt of written notice of such breach from Blackstone to cure such breach. If the Library Account fails to remedy such breach within such 30-day period, Blackstone may, at its option and in its sole discretion, terminate its agreement with such Library Account upon written notice to such Library Account and/or temporarily or permanently suspend such Library Account’s access to the Blackstone Unlimited service.

For avoidance of doubt, Blackstone, in its sole and absolute discretion, has the right to modify, edit, change or remove any Digital Content available on the Blackstone Unlimited Service. Blackstone may provide users with notice of its intention to remove Digital Content from the Blackstone Unlimited Service.

This Agreement shall be governed by the laws of the State of New York without regard to conflict of laws. Any dispute arising out of or under this Agreement shall be resolved by binding arbitration under the procedures of the American Arbitration Association (“AAA”) and said arbitration be conducted in the exclusive jurisdiction and venue of the State, County and City of New York and not elsewhere.

In the event that there is a binding legal determination that any portion of this License Agreement is unenforceable, void, invalid or inoperative, the remaining provisions of this License Agreement shall not be affected and shall continue in effect as though such invalid provisions were deleted.

Neither Blackstone nor the licensors of the Licensed Content will be liable or deemed to be in default of this License Agreement for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facility shortages, failures of equipment, or failures of the Internet.

Blackstone should be notified of any claims of copyright infringement regarding materials available or accessible on, through, or in connection with the Blackstone Unlimited service or the associated websites.

This License Agreement constitutes the entire Agreement and understanding of the parties. This Agreement may be amended or modified by Blackstone from time to time only upon notice to the Library Account and End Users on the Blackstone Unlimited website.

This License Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors. In the event Blackstone enters into an agreement to sell substantially all the assets of Blackstone, this License Agreement shall be binding upon the purchaser.