Terms of Service

Roux Biblio, LLC Effective Date: [To be set at launch] Version: 1.0-draft (2026-05-28)

DRAFT — FOR ATTORNEY REVIEW PRIOR TO USE. Not in effect. Do not present to customers until reviewed by New Jersey counsel. See attorney-review-notes.md for the load-bearing clauses.

Plain-English Summary (non-binding)

The legal text below controls if anything conflicts with this summary. It's here to help you understand what you're agreeing to.

1. Acceptance of these Terms

1.1 These Terms of Service (these "Terms") form a binding contract between Roux Biblio, LLC, a New Jersey limited liability company ("Roux Biblio," "we," "us," or "our") and the individual or entity accessing or using the Service ("you," "your," or "Customer").

1.2 By creating an account, clicking "I agree," paying any fee, uploading any Content, or otherwise accessing or using the Service, you agree to be bound by these Terms, the Acceptable Use Policy (the "AUP"), the Copyright & DMCA Policy (the "DMCA Policy"), and the Privacy Policy, each of which is incorporated by reference.

1.3 If you do not agree to these Terms, do not access or use the Service.

1.4 Authority to bind. If you accept these Terms on behalf of an entity (including a publishing imprint, literary agency, author services company, or other organization), you represent that (a) you have full legal authority to bind that entity, (b) you have read and understand these Terms, and (c) you agree to these Terms on behalf of that entity. In that case, "you," "your," and "Customer" refer jointly to you individually and to the entity.

1.5 Eligibility. To use the Service you must be (a) at least 18 years old; (b) competent to form a binding contract under applicable law; (c) not a person with whom transactions are prohibited under U.S. economic or trade sanctions, including persons on the U.S. Department of Treasury Office of Foreign Assets Control specially designated nationals list; and (d) not previously banned from the Service. Each access of the Service is a renewed representation that these conditions remain true.

2. Definitions

When used with initial capitalization, the following terms have the meanings given below.

3. Account Registration and Security

3.1 Accurate information. You agree to provide accurate, current, and complete information at registration and to maintain that information.

3.2 Single account. Except with our prior written consent, each individual or entity may maintain only one active Account. Creating multiple Accounts to evade limits, suspensions, or terminations is a material breach of these Terms.

3.3 Credentials. You are responsible for safeguarding your Account credentials and for all activity occurring under your Account, whether or not authorized by you. You must promptly notify us at security@rouxbiblio.com if you suspect any unauthorized access to your Account.

3.4 No sharing. Account credentials may not be shared. Each individual accessing the Service must have their own Account or be a properly invited delegated user, where delegated-user functionality is offered for your subscription tier.

4. The Service and License to You

4.1 License. Subject to your compliance with these Terms and timely payment of all applicable fees, Roux Biblio grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purpose of managing ARC distribution for Books you have the right to distribute.

4.2 Restrictions. You will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to discover any source code or non-public APIs of the Service; (c) use the Service to build a competitive product; (d) resell, sublicense, or commercially exploit the Service or any portion thereof; (e) circumvent any usage limits, security measures, or watermarking; (f) use any automated means (bots, scrapers, crawlers) to access the Service except through documented APIs in accordance with their terms; (g) interfere with or disrupt the Service or any networks connected to it; (h) probe, scan, or test the vulnerability of the Service or any related system except as expressly authorized in writing; or (i) use the Service in any manner that violates applicable law or these Terms.

4.3 Roux Biblio's rights. As between you and Roux Biblio, Roux Biblio owns and retains all right, title, and interest in and to the Service, including all intellectual property rights therein. No rights are granted to you by implication, estoppel, or otherwise except as expressly stated in these Terms.

5. Your Content — Representations and Warranties

5.1 Ownership of Content. As between you and Roux Biblio, you retain all right, title, and interest in and to your Content, subject to the license you grant Roux Biblio in §6.

5.2 You represent and warrant that, with respect to each item of Content you upload to or distribute through the Service:

(a) You are the sole owner of all copyright, trademark, publicity, and other intellectual property rights in the Content, or you have obtained from each rights holder all licenses, consents, releases, permissions, and authorizations necessary to upload, store, watermark, transcode, and distribute the Content through the Service for the purposes contemplated by these Terms;

(b) The Content does not and will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, contractual rights, or any other rights of any third party;

(c) The Content does not contain anything unlawful, defamatory, threatening, harassing, hateful, obscene, sexually explicit involving any person under 18 years of age, or otherwise prohibited under the AUP;

(d) Your distribution of the Content through the Service does not violate any agreement to which you are a party, including any publishing contract, work-for-hire agreement, ghostwriting agreement, narration agreement, or platform-exclusivity covenant;

(e) Your distribution of the Content through the Service complies with the terms of service of any platform on which you or your Readers may post reviews, including without limitation Amazon's Community Guidelines and any rules thereunder prohibiting incentivized, coordinated, or compensated reviews; and

(f) You will at all times maintain all rights, licenses, and permissions necessary for Roux Biblio to perform the Service for the duration of your use, including for the period during which Content remains available to Readers after the end of a Campaign.

5.3 No promise about Reader behavior. You acknowledge that Roux Biblio cannot and does not control Reader behavior, including Reader compliance with the Reader Terms, redistribution of Content by Readers in violation of the Reader Terms, the substance or yield of Reader reviews, or whether Readers post reviews at all.

6. License from You to Roux Biblio

6.1 License grant. You grant Roux Biblio a worldwide, non-exclusive, royalty-free, fully-paid, sublicensable license to host, store, transmit, watermark, transcode, format, cache, display, distribute to authorized Readers, and otherwise process your Content as necessary to provide the Service, in each case for the period during which you maintain an active Account and for any period thereafter during which Content remains in distribution to Readers or must be retained under §6.3.

6.2 Sublicense to Subprocessors. You authorize Roux Biblio to sublicense the rights in §6.1 to its Subprocessors solely to perform the Service.

6.3 Retention after termination. Notwithstanding any other provision of these Terms, Roux Biblio may retain Content and Customer Data after termination of your Account (a) as required by law; (b) to comply with regulatory, audit, tax, or law-enforcement requirements; (c) for backup, archival, and disaster-recovery purposes; (d) to enforce these Terms and defend legal claims; and (e) in anonymized or aggregated form. Retention under this §6.3 will not exceed seven (7) years from termination, except as required by law.

6.4 Roux Biblio improvements. You agree that Roux Biblio may use aggregated, anonymized data derived from your use of the Service to operate, improve, and develop the Service and its features.

7. Readers; Reader Terms

7.1 Readers are not your employees or agents. Readers receive access to the Service under the separate Reader Terms. Readers are not employees, agents, or independent contractors of Customer or Roux Biblio. You may not represent any Reader as your employee, agent, or contractor.

7.2 No payment to Readers. You may not pay, compensate, or offer anything of value to any Reader in exchange for a review, a positive review, removal of a negative review, or any other action with respect to a Book. The provision of a free copy of the Book itself, ordinary thank-you items of nominal value (under USD $25), and entry into prize drawings open to all participants without regard to review content do not constitute payment under this §7.2.

7.3 No mandatory reviews. You may request reviews but may not require reviews as a condition of Reader participation, and may not retaliate against Readers for honest reviews of any kind. This restriction applies even if your local jurisdiction would permit otherwise.

7.4 Roux Biblio is not a party to your relationship with Readers. Roux Biblio facilitates the technical connection. Disputes between you and Readers are not Roux Biblio's responsibility.

8. Fees, Auto-Renewal, and Refunds

8.1 Fees. You agree to pay the fees specified for the subscription tier you select, as published at sign-up. Roux Biblio may change published prices for new subscriptions at any time.

8.2 Trial. Where offered, a free trial gives you full access to the Service for the trial period specified at sign-up. A payment method is required to launch your first Campaign during the trial. Your payment method will not be charged until the trial ends, after which billing begins automatically unless you cancel before trial end.

8.3 Auto-renewal. Your subscription will automatically renew at the end of each billing period (monthly or annual, as selected) and your payment method on file will be charged the then-current price for your tier, unless you cancel through your Account settings before the renewal date. You may cancel auto-renewal at any time. Cancellation takes effect at the end of your current paid period; you retain access through that period.

8.4 Auto-renewal disclosures. This subscription is an automatically renewing subscription. You will be charged the then-current price at each renewal until you cancel. You may cancel at any time through your Account settings at app.rouxbiblio.com/settings or by emailing support@rouxbiblio.com. Cancellation takes effect at the end of the then-current paid period. We will send you a reminder before each annual renewal at least fifteen (15) days in advance, and any price-increase notice at least thirty (30) days before the renewal on which the new price would take effect.

8.5 Refunds.

(a) Monthly subscriptions. Non-refundable. Cancellation stops future renewals; no refund of the current period.

(b) Annual subscriptions. If you cancel within fourteen (14) days of your initial purchase or annual renewal, we will refund a pro-rata share of the unused portion of the period, less any fees we paid to payment processors. After fourteen (14) days, annual fees are non-refundable.

(c) For-cause termination. Notwithstanding §8.5(a) and §8.5(b), no refund of any kind is owed if Roux Biblio terminates or suspends your Account for Cause under §14. This includes fees you have already paid for periods of access you will not receive.

8.6 Price changes at renewal. Roux Biblio may change pricing for renewal terms. Roux Biblio will notify you of any pricing change at least thirty (30) days before the renewal on which the new price would take effect. You may cancel before that renewal to avoid the new price. Continued use into a renewal term following such notice is acceptance of the new price.

8.7 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes other than taxes on Roux Biblio's net income.

8.8 Chargebacks. Initiating a chargeback before contacting support@rouxbiblio.com to attempt resolution is a material breach of these Terms and may result in immediate Account suspension and termination under §14, in addition to your remaining liable for the disputed amount.

9. Changes to the Service and Pricing — No Vested Rights

9.1 Changes to the Service. Roux Biblio reserves the right, in its sole discretion, to add, modify, replace, suspend, deprecate, discontinue, or remove any feature, integration, tier, quota, limit, content, or other aspect of the Service at any time, with or without notice. For changes that materially decrease functionality available within an active paid period, Roux Biblio will use commercially reasonable efforts to provide at least thirty (30) days' advance notice.

9.2 No grandfathering of pricing. No published pricing, promotional pricing, or pricing on any prior version of a tier creates a vested right to that pricing for future periods. Pricing changes apply at renewal under §8.6.

9.3 No grandfathering of features. No published feature, marketing description, public roadmap item, beta feature, integration, partner relationship, or capability creates a vested right to the continued existence or availability of that feature, description, roadmap item, integration, relationship, or capability. Roux Biblio may remove, modify, or replace any of the foregoing at any time. The bargain between you and Roux Biblio is access to the Service as it exists from time to time, subject to these Terms — not access to any specific configuration of the Service.

9.4 Marketing materials non-binding. Marketing materials, blog posts, public roadmaps, sales conversations, demo videos, feature names, screenshots, and similar communications are illustrative only and are not contractual commitments. The Service is provided as it exists at the time you access it, subject to these Terms.

9.5 Beta features. Features designated as "Beta," "Preview," "Experimental," or similar are provided as-is, may be modified or removed at any time, and may be subject to additional terms presented at the time of access.

10. Changes to These Terms

10.1 Right to modify. Roux Biblio may modify these Terms from time to time.

10.2 Material Changes. For modifications that materially decrease your rights or materially increase your obligations under these Terms (a "Material Change"), Roux Biblio will provide at least thirty (30) days' advance notice via email to the address on file for your Account and via in-Service notice. Your continued use of the Service on or after the effective date of a Material Change constitutes acceptance of the modified Terms. If you do not accept a Material Change, your sole remedy is to cancel your subscription before the effective date.

10.3 Non-Material Changes. Other modifications (including clarifications, corrections, changes that reflect new features, and changes to the AUP, DMCA Policy, Privacy Policy, or other incorporated policies that do not themselves materially decrease your rights or materially increase your obligations) take effect upon posting, and your continued use of the Service after posting is acceptance.

10.4 Versioning. The current version and effective date of these Terms are stated at the top. Prior versions are available on request at legal@rouxbiblio.com.

11. Acceptable Use

You agree to comply with the AUP, which is incorporated by reference. Roux Biblio may modify the AUP at any time under §10.3. Violations of the AUP are violations of these Terms and may result in suspension or termination under §14 and Cost-Recovery liability under §15.

12. Copyright and DMCA

12.1 The DMCA Policy is incorporated by reference and sets forth (a) the process for submitting notices of claimed copyright infringement under 17 U.S.C. § 512(c), (b) the process for submitting counter-notices under 17 U.S.C. § 512(g), and (c) Roux Biblio's policy on terminating Accounts of repeat infringers under 17 U.S.C. § 512(i).

12.2 Roux Biblio's designated agent for receiving notices of claimed copyright infringement is identified in the DMCA Policy and registered with the U.S. Copyright Office.

12.3 Repeat-infringer policy. In accordance with 17 U.S.C. § 512(i), Roux Biblio will terminate, in appropriate circumstances, the Accounts of users who are repeat infringers, as further described in the DMCA Policy.

12.4 Single-strike termination for egregious conduct. Notwithstanding §12.3, Roux Biblio may terminate an Account for a single instance of copyright infringement or related conduct that, in Roux Biblio's reasonable judgment, is egregious, willful, or part of a pattern of misconduct.

13. Customer-Submitted Notices and Cooperation

13.1 You will cooperate reasonably with Roux Biblio in connection with any investigation of suspected violations of these Terms, the AUP, or applicable law, including by responding promptly to requests for information.

13.2 You will not submit to Roux Biblio any false, malicious, or bad-faith notice or claim, including any false counter-notice under 17 U.S.C. § 512(g). Submission of a bad-faith claim is a material breach.

14. Suspension and Termination

14.1 By you. You may cancel your subscription at any time through your Account settings; cancellation takes effect under §8.

14.2 By Roux Biblio for convenience. Roux Biblio may terminate your Account or these Terms for convenience on at least thirty (30) days' notice. On a termination for convenience, Roux Biblio will refund any pre-paid fees attributable to the period after termination.

14.3 By Roux Biblio for cause. Roux Biblio may suspend or terminate your access to the Service or any part of it, in whole or in part, immediately and without prior notice, for any of the following ("Cause"):

(a) Material breach of these Terms, the AUP, or the DMCA Policy; (b) Reasonable suspicion of fraud, including payment fraud, identity fraud, or fraudulent use of the Service; (c) Initiation of a chargeback in violation of §8.8; (d) Receipt by Roux Biblio of a DMCA notice or counter-notice indicating possible repeat or egregious infringement; (e) Receipt by Roux Biblio of a subpoena, court order, regulatory inquiry, or similar formal request naming your Account; (f) Reasonable belief that your continued use of the Service exposes Roux Biblio to liability, regulatory risk, reputational risk, or material operational risk; (g) Non-payment after notice; (h) Conduct toward Roux Biblio personnel, Readers, other Customers, or other third parties that is harassing, threatening, abusive, or otherwise inappropriate; or (i) Any other circumstance Roux Biblio reasonably determines warrants suspension or termination.

14.4 No refund on termination for Cause. No refund of any pre-paid fees is owed on termination or suspension for Cause. Your continuing obligations under §15 (Indemnification and Cost Recovery) survive.

14.5 Effect of termination.

(a) On termination, your right to access and use the Service ceases. (b) Roux Biblio may, but is not obligated to, make Customer Data available for export for a period of thirty (30) days following termination. Thereafter, Customer Data may be deleted, subject to §6.3. (c) Roux Biblio may notify (i) Readers who have an active relationship with your Account, (ii) law-enforcement or regulatory authorities where required, and (iii) other platforms where required by their terms or by law, of the fact of termination. Roux Biblio will not disclose the specific reason for termination except to the foregoing parties or as required by law.

14.6 Survival. Sections 5, 6.3, 8.5(c), 8.8, 9, 10.4, 13, 14.4, 14.5, 15, 16, 17, 18, 19, 20, and 21 survive termination of these Terms.

15. Indemnification and Cost Recovery

15.1 General indemnity. You will defend, indemnify, and hold harmless Roux Biblio and its officers, members, employees, agents, subprocessors, and affiliates (each, an "Indemnitee") from and against any and all third-party claims, demands, suits, actions, proceedings, governmental inquiries, regulatory actions, and the resulting damages, liabilities, settlements, fines, and Costs (collectively, "Claims") arising out of or related to:

(a) Your Content, including any claim that Content infringes, misappropriates, or violates any third-party right, or any claim arising from distribution of Content to Readers; (b) Your use of the Service, including your use of the Service to engage Readers and conduct Campaigns; (c) Your breach or alleged breach of these Terms, the AUP, the DMCA Policy, or any representation or warranty in these Terms; (d) Your violation of any applicable law or third-party right; (e) Any Reader's claim arising from your conduct, including any claim by a Reader that you violated §7.2 or §7.3; (f) Any DMCA notice or counter-notice naming Content you uploaded; or (g) Any chargeback, payment dispute, or fraudulent transaction associated with your Account.

15.2 Procedure. Roux Biblio will notify you in writing of any Claim for which it seeks indemnification. Roux Biblio has the right, but not the obligation, to assume sole control of the defense and settlement of any Claim at your cost, with counsel of Roux Biblio's reasonable choice. You may not settle any Claim that affects Roux Biblio without Roux Biblio's prior written consent. You will cooperate fully in the defense.

15.3 "Costs" defined. As used in these Terms, "Costs" means all costs and expenses incurred by Roux Biblio in connection with a Claim, with the conduct giving rise to a Claim, or with Roux Biblio's reasonable response to suspected violations of these Terms, the AUP, or applicable law, including, without limitation:

(a) Reasonable attorneys' fees, expert fees, and other professional fees;

(b) Court filing fees, arbitration fees, and other process fees;

(c) Forensic-investigation costs, including incident response, log review, system imaging, and third-party security-engineering review;

(d) Reasonable internal personnel time of Roux Biblio employees and contractors at the rate of USD $325 per hour (or such other rate as Roux Biblio reasonably establishes from time to time and publishes in the AUP), for time spent investigating, responding to, mitigating, or defending against the Claim or underlying conduct;

(e) Costs to notify, communicate with, or compensate Readers, rightsholders, regulators, or other third parties affected by the conduct;

(f) Costs to remove, retract, recall, or remediate distributed Content, including replacement-copy costs and watermark-tracing investigations;

(g) Costs to restore the integrity, security, or operational state of the Service or any affected system;

(h) Settlements approved by Roux Biblio in its reasonable judgment;

(i) Fines, penalties, and assessments imposed by any governmental, regulatory, or self-regulatory authority; and

(j) Increases in Roux Biblio's payment-processor fees, insurance premiums, or other operating costs reasonably attributable to the conduct.

15.4 Direct recovery of Costs. In addition to the indemnity in §15.1, you agree to reimburse Roux Biblio directly for any Costs Roux Biblio incurs as a result of (a) your breach of these Terms or the AUP, (b) your violation of applicable law in connection with the Service, or (c) Roux Biblio's reasonable response to a Claim, governmental inquiry, regulatory action, or third-party complaint naming you or your Content. This obligation applies whether or not a third-party Claim is ultimately filed and whether or not a court or arbitrator ultimately determines that the underlying conduct was wrongful.

15.5 Set-off and direct billing. Roux Biblio may set off any amounts owed to it under this §15 against any amounts owed to you (including any refunds otherwise due), and may invoice the Costs directly to your payment method on file.

15.6 No limitation. Your obligations under this §15 are not subject to the limitation of liability in §17.

16. Disclaimers

16.1 AS-IS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND ROUX BIBLIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND QUIET ENJOYMENT.

16.2 No warranty as to outcomes. Without limiting §16.1, Roux Biblio does not warrant that the Service will (a) meet your requirements; (b) be uninterrupted, timely, secure, or error-free; (c) deliver any particular Reader engagement, review yield, or review sentiment; (d) prevent Readers from breaching the Reader Terms or redistributing Content; (e) comply with the terms of any third-party platform (including Amazon, Goodreads, Apple Books, BookFunnel, or other retail or social platforms); or (f) be free of viruses or harmful components.

16.3 No professional advice. Nothing in the Service constitutes legal, tax, business, or other professional advice.

16.4 Statutory carve-out. TO THE EXTENT NEW JERSEY OR OTHER APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THOSE EXCLUSIONS DO NOT APPLY TO YOU.

17. Limitation of Liability

17.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ROUX BIBLIO BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, REPUTATION, GOODWILL, OR DATA, EVEN IF ROUX BIBLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUX BIBLIO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) USD $100 OR (B) THE TOTAL AMOUNT YOU PAID TO ROUX BIBLIO FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

17.3 Allocation. The limitations and exclusions in §16 and this §17 (a) apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise; (b) apply even if a limited remedy fails of its essential purpose; and (c) form an essential basis of the bargain between you and Roux Biblio.

17.4 Statutory carve-outs. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS IN §17.1 AND §17.2 MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. Dispute Resolution; Arbitration; Class-Action Waiver

18.1 Informal resolution. Before initiating any formal proceeding, you agree to send a written notice of dispute to legal@rouxbiblio.com describing the dispute and the relief sought. The parties will negotiate in good faith for thirty (30) days from delivery of notice.

18.2 Binding individual arbitration. Except for the matters carved out in §18.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") that is not resolved under §18.1 will be resolved by binding individual arbitration.

18.3 Arbitration rules. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or its Commercial Arbitration Rules, where you are accepting on behalf of an entity), as those rules may be modified by this §18. The AAA rules are available at www.adr.org. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Newark, New Jersey, and the language is English. The arbitration will be conducted remotely unless the parties agree otherwise or the arbitrator orders otherwise.

18.4 CLASS-ACTION WAIVER. YOU AND ROUX BIBLIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not consolidate one party's claims with the claims of others or otherwise preside over any form of representative or class proceeding.

18.5 Carve-out for IP and AUP enforcement. Notwithstanding §18.2, Roux Biblio may bring an action in any court of competent jurisdiction seeking injunctive or equitable relief to prevent or stop (a) infringement or misappropriation of its intellectual property rights, (b) violation of the AUP, (c) breach of confidentiality, or (d) conduct giving rise to a Claim under §15, in addition to or instead of arbitration. You may bring an individual action in small-claims court for claims within that court's jurisdiction in lieu of arbitration.

18.6 30-day opt-out. You may opt out of the arbitration agreement in §§18.2–18.4 by sending written notice to legal@rouxbiblio.com within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address on your Account, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

18.7 Mass-arbitration protocol. If twenty-five (25) or more substantially similar Demands for Arbitration are filed against Roux Biblio by or with the coordination of the same counsel or coordinated group within a ninety (90)-day period, the parties agree that the AAA's Mass Arbitration Supplementary Rules (or successor rules) will govern, and the parties may agree to staged batching of cases to allow efficient adjudication.

18.8 Severability of arbitration provisions. If §18.4 is found unenforceable, then the entire §18 is null and void; in that case, the parties agree that the exclusive jurisdiction and venue for any Dispute will be the state and federal courts located in Essex County, New Jersey. The remaining provisions of these Terms will remain in effect.

18.9 Survival. This §18 survives termination of these Terms.

19. Governing Law

These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Notices

20.1 To you. We may give you notice by email to the address on file for your Account, by in-Service banner or modal, or by posting at app.rouxbiblio.com/legal. Notice is effective upon transmission.

20.2 To Roux Biblio. You must give us notice in writing to:

Roux Biblio, LLC [Registered Office Address — to be set on formation] Attn: Legal Email: legal@rouxbiblio.com

Notice is effective on receipt.

21. General

21.1 Entire agreement. These Terms (together with the AUP, the DMCA Policy, the Privacy Policy, and the Reader Terms, each as incorporated) constitute the entire agreement between you and Roux Biblio regarding the Service and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

21.2 No oral modifications; no reliance on extrinsic statements. No modification or amendment of these Terms is binding unless it is made under §10 or in a written instrument signed by Roux Biblio. You acknowledge that you have not relied on any statement, representation, warranty, or promise outside these Terms in deciding to accept these Terms, including any statement on the Roux Biblio marketing site, in promotional communications, in sales conversations, in public roadmaps, in feature demos, or in any other channel.

21.3 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

21.4 No waiver. No failure or delay in exercising any right under these Terms operates as a waiver. A waiver in any one instance does not apply to any other instance.

21.5 Assignment. You may not assign these Terms or any rights or obligations under them, by operation of law or otherwise, without Roux Biblio's prior written consent. Roux Biblio may assign these Terms freely, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. Any prohibited assignment is void.

21.6 Force majeure. Roux Biblio is not liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disorder, pandemic, internet or telecommunications failures, third-party service-provider failures, and acts or orders of government.

21.7 No third-party beneficiaries. These Terms are for the sole benefit of you and Roux Biblio. No third party is a beneficiary of any provision.

21.8 Construction. Headings are for convenience only. "Including" means "including without limitation." References to statutes include their successor provisions.

21.9 Independent contractors. The relationship between you and Roux Biblio is that of independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

21.10 U.S. Government end users. The Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, as applicable.

Roux Biblio, LLC — New Jersey limited liability company Registered Office: [to be set on formation] Designated DMCA Agent: see DMCA Policy Privacy contact: privacy@rouxbiblio.com Legal: legal@rouxbiblio.com Support: support@rouxbiblio.com