Introduction Please make sure to carefully read through these Terms of Use (these “Terms”) before using the services provided by Ximalaya (the “Company”) (the “Services”). These Terms set forth the rights and obligations between the Company and you, the user desiring to use the Services (the “User”). By commencing use of the Services, the User shall be deemed to have agreed with the conditions set forth in these Terms.

1. Application of these Terms

(1) The purpose of these Terms is to set forth the conditions for providing the Services and the rights and obligations between the Company and the User regarding the use of the Services. These Terms shall apply to any and all relations between the User and the Company regarding the use of the Services.

(2) If there are any discrepancies between the contents of these Terms and the descriptions, etc., provided other than in these Terms regarding the Services, the contents of these Terms shall apply in a preferential manner.

2. Registration for Use of the Services

(1) By agreeing to comply with these Terms and providing the Company with certain information designated by the Company, in the manner designated by the Company, the person desiring to use the Services (“Potential User”) may apply to the Company to use the Services. If the Company judges that the Potential User is not suitable as a User of the Services, the Company shall have the right to refuse the Potential User’s use of the Services.

(2) The User may use the Services in accordance with these terms upon the Company approving such User’s request for use of the Services.

(3) If there are any changes in the information registered, the User shall notify the Company without delay of such changes, in the manner designated by the Company.

3. Use of the Services, Etc.

(1) In preparation for using the Services, the User is required to satisfy the system requirements, and must prepare a compatible device and compatible software which can effectively connect to the Internet. These factors and the usage environment of the Services by the User may substantially influence whether or not the User will be able to use the Services without any problems. The Company shall in no way be responsible for preparing for the User’s use of the Services or for preparing the User’s usage environment; rather, it is the User himself/herself who shall be responsible therefor.

(2) The User may duplicate only three types of materials when using the Services: material free from copyright; material whose copyright is possessed by the User himself/herself; and material which is legally permitted to be duplicated. If it is not clear whether the relevant material falls under duplicatable materials, please contact the Company.

(3) Use of Digital Contents

As long as the Company has the right to provide specified digital contents, after the User has paid the fees for the relevant digital contents, the User may download and use the same, within the relevant restrictions. In addition, the User may duplicate the relevant digital contents on a device, and use such copy on the User’s device.

In the event that the Company loses the right to provide certain digital contents, the Company may discontinue the provision of the relevant digital contents to the User and request the User to discontinue using the same.

The Company may restrict the number of devices and software to be used by the User for accessing the digital contents. The User agrees that the Company may establish such restriction, at its own discretion and at any time. The User also agrees that the Company will record and retain the identification number of the device unique to the User, in order for the Company to establish such restriction.

4. Management of User Information

(1) The User shall be responsible for properly managing and retaining his/her information relating to the Services, and the User shall not allow any third party to use, lend, assign, transfer the name of, sell, purchase or otherwise engage in any acts similar thereto with regard to such information.

(2) The User shall be liable for any damage caused by any inadequate management of, mistakes in the use of, or the use by any third party of his/her information relating to the Services. The Company shall in no way be liable therefor.

5. Fees and Payment Method

(1) Payment of Fees for Digital Contents The User shall be responsible for paying the fees for all of the digital contents purchased by the User through the Services, as well as any additional fees which may arise in connection with the use of the Services (including taxes and delayed charges) and any commissions, and the User shall provide the Company with the information necessary for such payments. The provisions of the relevant third party shall apply with respect to the digital contents purchased from any third party with whom the Company is affiliated.

(2) Change in Prices of Digital Contents The Company is authorized to change the prices and uses of the digital contents at its discretion, and may change the prices of the digital contents at any time.

(3) Use of the Gift Payment Service

Certain of the Audio Assets displayed in the App will indicate when the independent Creator can be paid a small monetary Gift. Using the payment method already available through your mobile device, you may initiate a Gift Payment Transaction to the designated Creator by (i) checking which amount you would like to pay ($0.99, $1.99, $4.99, or $9.99) and (ii) authorizing the Company to make the payment from your mobile device’s selected payment method. PLEASE NOTE: We do not charge a fee for the Gift Payment Service, but your mobile device payment method often deducts a fee before the payment is made. So for example, if the mobile device"s applicable fee is 0.15%, a Gift of $5, would result in a payment to the Creator of $4.25, and a payment to your mobile device payment operator of 75 cents. You should check with your mobile app device operator for information on the amount of fees that are deducted.

(4) Himalaya"s Matching Gift Program To support Creators, Himalaya has a unique Matching Gift Program. The Company will match each User"s Gift, dollar for dollar, up to a maximum of $5 per User per month, and up to a limit of $100 per Creator per month. So, if you check off 3 Gift Payment Transactions of $2 each for 3 different Creators, the first 2 Creators will receive an additional $2 from the Company (less any fee charged by the mobile payment operator) and the third Creator will receive an additional $1 (because the maximum Gift Match for the month has been reached) - - unless any Creator has already received $100 in matching funds that month. [Please note that a User who is also a Creator is prohibited from paying himself or herself a Gift.]

(5) Gift Payment Transaction Limitations:

All Gift Payment Transactions are subject to the following Transaction Limitations:

·No more than [$25] in Gift Payment Transactions from the same User to the same Creator in one day.

·No more than [$500] in Gift Payment Transactions from the same User to the same Creator in a month.

The Company reserves the right to change the amount of Transaction Limitations; changes will be posted on our website and on the Application.

(6) Suspicious or fraudulent Gift Payment and Matching Gift Payment transactions

In order to prevent money laundering or other unlawful activities, the Company reserves the right to review Gift Payment Transactions and Matching Gift Payment Transactions before being redeemed by Creators. The Company has the right to refuse to complete any Gift Payment Transactions and Matching Gift Payment Transactions if the Company reasonably determines that suspicious, fraudulent or illegal activity is involved.

(6) Suspicious or fraudulent Gift Payment and Matching Gift Payment transactions,

In order to prevent money laundering or other unlawful activities, the Company reserves the right to review Gift Payment Transactions and Matching Gift Payment Transactions before being redeemed by Creators. The Company has the right to refuse to complete any Gift Payment Transactions and Matching Gift Payment Transactions if the Company reasonably determines that suspicious, fraudulent or illegal activity is involved.

6. Prohibitions and Restrictions

(1) In using the Services, the User shall not engage in any of the following acts or any acts which the Company deems to fall under the following acts:

(i) Any act of violating the laws and regulations, or any act relating to any criminal acts;

(ii) Any act of causing nuisance to the Company, other users of the Services or any other third parties;

(iii) Any act in violation of the public order and morals;

(iv) Any act of infringing upon any intellectual property rights, privacy rights, reputation, and other rights and interests of the Company, other users of the Services, or any other third parties; In particular, the User shall not sell, lend, lease, assign or otherwise engage in any acts similar thereto regarding any rights relating to the Services. Unless expressly stated otherwise, the Company shall be under no obligation to provide digital contents or part thereof to any third parties, including the User.

(v) Any act of posting or indicating, through the Services, information falling under any of the following or information which the Company deems to fall under any of the following:

- Posting or indicating inappropriate comments, information, material, links, etc., which may cause offense to any third parties in areas of the Services which are accessible by other users;

- Posting or indicating information, materials, links, etc., which infringe upon any intellectual property rights of any third party;

- Facilitating or being involved in any act of breaching the law or any act in violation of the public order and morals; or

- Posting or indicating false information, etc.

(vi) Any act of placing excessive burden on the network and systems, etc., of the Services.

(vii) Any act of attempting to access or accessing the Company’s network and systems or any Company account to which access is not permitted;

(viii) Any act of attempting to suspend, invalidate, destroy, reverse engineer, decompile, or alter any of the security functions or components relating to the Services or the digital contents.

The User understands that the Services and digital contents to be provided through the Services use technology designed to protect digital information security.

(ix) Any act which may obstruct the operation of the Services;

(x) Other than the foregoing, any act which is deemed by the Company to be improper.

(2) If the User engages in any acts falling under the prohibitions or restrictions set forth in the preceding paragraph, the Company may take countermeasures, at its own discretion, without providing prior notice to the User. For example, the Company may delete any contents posted by the User. Even in such case, the Company shall in no way be held responsible therefor.

(3) The Company may monitor all of the contents of the User relating to the Services, and investigate the User’s contents if the Company becomes aware of any breach of the law or any breach of these Terms; provided, however, that the Company is not obligated to do the foregoing and may do so at its own discretion.

7. Suspension or Cancellation of the Services

(1) If any of the following occurs, the Company may suspend, discontinue or cancel all or part of the Services without providing prior notice to the User:

(i) In the event of emergency checking or maintenance work for the computer systems related to the Services;

(ii) If any computers, systems, telecommunication lines, etc., relating to the Services are discontinued due to any incidents;

(iii) In the event of any failure to provide the Services due to force majeure, including natural disasters;

(iv) If the User engages in any act prohibited or restricted under these Terms; or

(v) Other than the foregoing, if the Company decides on such suspension, discontinuation, or cancellation based on reasonable grounds.

(2) The Company shall in no way be liable for any damage caused to the User occurring as a result of any measures taken by the Company in accordance with the preceding paragraph.

(3) If the Company decides to cancel the Services and the User holds legally permitted digital contents purchased and downloaded using the User’s account, the Company shall notify the relevant User of such cancellation of the Services in advance, unless the rights holder of the relevant digital contents renews the digital contents and amends the User’s rights.

(4) If the User fails to comply with the available period of the Services, the Company may deny access to the Services and digital contents, and suspend the User’s use of the Services, without providing notice to the User. In such case, the Company will not refund the usage fees for the Services which have been paid by the User.

8. Ownership

(1) In regard to the information posted or indicated through the Services, the User represents and warrants to the Company that: he/she has legitimate rights to post or indicate the same; and such information does not infringe upon any rights of third parties.

(2) In regard to the information posted or indicated through the Services, the User shall grant to the Company a non-exclusive, royalty-free, and assignable license regarding the use, duplication, distribution, preparation of derivative works, indication and implementation thereof.

(3) The User agrees not to exercise his/her moral rights against the Company or any persons who assume the rights from the Company or are permitted by the Company.

9. Cancellation of Registration, Etc.

(1) If any of the following occurs to the User, the Company may suspend the use of the Services and cancel the registration of the User, without providing prior notice to the User:

(i) If the User breaches any of the provisions of these Terms;

(ii) If the User becomes insolvent or subject to suspension of payments, or is subject to a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, or special liquidation;

(iii) If the User has not used the Services for a year or longer;

(iv) If the User has failed to make any response to inquiries from the Company;

(v) Other than the foregoing, if the Company deems the continuation of the use of the Services to be inappropriate.

(2) If any of the matters set forth in the preceding paragraph occur to the User, any and all of the User’s obligations owed toward the Company shall become automatically due and payable and the User must immediately pay the same to the Company.

(3) The Company shall in no way be liable for any damages caused to the User due to the Company’s cancellation of the User’s registration.

10. Withdrawal

The User may withdraw from the Services and cancel his/her registration in the manner designated by the Company. In connection with such withdrawal, any and all of the User’s obligations owed to the Company shall become automatically due and payable and the User must immediately pay the same to the Company.

11. Amendment and Termination of Contents of the Services

(1) The Company may amend the contents of the Services or terminate the provision of the Services at its sole discretion. If the Company terminates the provision of the Services, it shall provide the User with prior notice thereof.

(2) The Company shall in no way be liable for any damages caused to the User due to amendment to the contents of the Services or termination of the provision of the Services.

12. Exemption

(1) In the absence of the Company’s wilful intention or gross negligence, the Company shall not be liable in any way for providing compensation for: any discontinuation, suspension or termination of provision of the Services; any non-availability, amendment or cancellation of registration of the User; any loss of data or failure or damage to any device due to the use of the Services; or for any other damage suffered by the User in relation to the Services.

(2) Even if the Company is liable to provide compensation, it shall not be liable to compensate for any amount exceeding the amount of consideration paid by the User to the Company during the past one (1) year for any damage suffered by the User. In addition, irrespective of whether or not the Company has foreseen or could have reasonably foreseen such damage, the Company shall not be liable to provide compensation for any incidental, indirect, special or future damages or any damages relating to lost profits.

13. Handling of User Information

The Company’s handling of the User’s information shall be in accordance with the provisions set forth in the Company’s privacy policy to be separately established and the User agrees thereto.

14. Amendment to these Terms, Etc.

The Company may amend these Terms. In the case of making any amendment hereto, the Company shall publish the amended Terms on its website. If the User continues to use the Services even after the passage of seven (7) days after the date of publication of the amended Terms, the User shall be deemed to have agreed with the amended Terms.

15. Notice

Any inquiries about the Services, any other communications or notices from the User to the Company, any notices regarding the amendment of these Terms, and any communications or notices from the Company to the User shall be made in accordance with the manner designated by the Company.

16. Assignment of Status of User, Etc.

The User shall not, without prior written approval from the Company, assign, transfer, collateralize or otherwise dispose of, to any third party, the User’s status regarding the use of the Services or the User’s rights and obligations under these Terms.

17. Severability

If any provision of these Terms or any part thereof shall be found invalid or unenforceable under the laws, regulations, etc., the remaining provisions and the remaining part of any provision which is found to be partly invalid or unenforceable shall continue to be valid in full.

18. Governing Law and Competent Court

(1) These Terms and the agreement regarding the use of the Services shall be governed by the laws of Japan.

(2) Any disputes arising out of or in relation to these Terms or the agreement regarding the use of the Services shall be exclusively submitted to the Tokyo District Court in the first instance.

19.Himalaya User Subscription Agreement

Introduction. Welcome to the Himalaya Subscription Service (“Subscription Service or Service”), the Service that provides a monthly subscription to your favorite Creator’s audiobooks, podcasts and other listens (“Content”) and allows you to receive special content or updates not otherwise available from the Creator. This User Subscription Agreement supplements and amends the Himalaya Terms of Use, which apply to your use of the Himalaya app, website and services, including the Subscription Service.

Please make sure to read this Agreement carefully before using the Subscription Service provided by each Creator, through the Himalaya platform hosted by Himalaya Media Inc. (the “Company”). This Agreement sets forth the rights and obligations between the Company and you, the User (the “User”) who has contracted for a subscription to content by the Creators you have selected. By commencing use of the Service, the User shall be deemed to have agreed with the conditions set forth in this Agreement and the Creator’s subscription terms. In this Agreement, the terms You and Yours refers to you, the User. The terms We, Our, and Us refers to the Company. This Subscription Agreement supplements the existing Himalaya Terms of Use, which you acknowledge you have agreed to and are bound by, and also supplements the Subscription terms as set by each Creator.

a.Application of this Agreement.

(1) The purpose of this Agreement is to set forth the conditions for providing the Service and the rights and obligations between the Company and the User regarding the use of the Service. This Agreement shall apply to any and all relations between the User and the Company regarding the use of the Subscription Service.

(2) If there are any discrepancies between the contents of this Agreement and any descriptions or marketing, etc., provided regarding the Service, the contents this Agreement shall apply in a preferential manner.

b.Subscription Fees and Payment Method

(1) Payment of Fees Subscription to Digital Content. The Subscription Service allows the User to purchase on a regular subscription basis digital content (“Digital Content”) developed and created by selected Creators available through the Himalaya platform.

(2) You must select which Creators you wish to subscribe to in order to receive special content or updates. When you select the Creator, you will have an opportunity to choose the Subscription you wish to purchase. You will also receive the details of the Subscription terms which will be disclosed to you, and you must agree to the dollar amount and timing of the Subscription you select.

(3) You shall be responsible for paying the subscription fees for all of the Subscriptions you purchase through the Service, as well as any additional fees which may arise in connection with the use of the Service (including taxes and delayed charges), and you agree to provide the Company with the information necessary for such payments.

(4) Change in Prices of Digital Contents. The Company is authorized to change the fees and uses of the digital contents at its reasonable discretion. If a Creator makes a change in the cost of a Subscription, or if we change any applicable costs/fees, we will notify you before you are charged any higher price or fee.

c.Suspension or Cancellation of the Subscription Service

(1) Each Subscription is offered by the applicable Creator, and the terms of each Subscription are set by each Creator and must be approved by you prior to payment. You agree and acknowledge that the Creator may cancel, suspend, or discontinue his or her Subscription in accordance with each Subscription’s terms. You agree that the Company is not responsible or liable for any action or inaction taken by the Creator with respect to the Subscription.

(2) If any of the following occurs, the Company may suspend, discontinue or cancel all or part of the Subscription Service without providing prior notice to the User:

(i) In the event of emergency checking or maintenance work for the computer systems related to the Service;

(ii) If any computers, systems, telecommunication lines, etc., relating to the Service are discontinued due to any incidents;

(iii)In the event of any failure to provide the Service due to force majeure, including natural disasters;

(iv) If the User engages in any act prohibited or restricted under this Agreement; or

(v) other than the foregoing, if the Company decides on such suspension, discontinuation, or cancellation based on reasonable grounds.

(3) The Company shall in no way be liable for any damage caused to the User occurring as a result of any measures taken by the Company in accordance with the preceding paragraph.

©Himalaya Media Inc. 2019

Randall Dickey

Randall Dickey

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