Terms & conditions

1. Introduction

Welcome to the Spotify for Partners Terms and Conditions (the “Spotify for Partners Terms”). The Spotify for Partners Portal (“Spotify for Partners Portal”) is one part of the services, websites and software applications (together, the “Spotify Service” or “Service”) offered by Spotify (“Spotify”, “we”, “us”, “our” means: (a) if you are an entity organized under the laws of the United States of America: Spotify USA Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007; or (b) if you are an entity organized under the laws of any country outside of the United States of America: Spotify AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7485).

These Spotify for Partners Terms are executed and agreed to, and will constitute a binding agreement between the entity you represent (“you” or “your”) and Spotify, with effect as of the date you accept the Spotify for Partners Terms or your acceptance of any benefits under the Spotify for Partners Terms (the “Effective Date”).

You represent, warrant and covenant to us that: (a) you are an authorized representative of the entity on whose behalf you are entering into the Spotify for Partners Terms (the “Subscribing Entity”) with the authority to bind the Subscribing Entity to the Spotify for Partners Terms, regardless of whether you remain an authorized representative of that Subscribing Entity after agreeing to be bound by the Spotify for Partners Terms; (b) the Subscribing Entity agrees to be bound by the Spotify for Partners Terms; and (c) you agree to be bound by the Spotify for Partners Terms on behalf of the Subscribing Entity. You also represent, warrant and covenant to us that any registration information that you submit to us for use in connection with the Spotify for Partners Terms is true, accurate, and complete, and you agree to keep it that way at all times until the Spotify for Partners Terms are terminated by either you or Spotify pursuant to Section 9 below. You can correct any erroneous registration information by accessing your settings page upon login via your Account (as defined in Section 2 below).

You may, as separately instructed by Spotify, delegate your authority to use and access the Spotify for Partners Portal to additional users within your Subscribing Entity (each, a “Delegate”). You and your Delegates will be able to sign in to the Spotify for Partners Portal using individual credentials for the Spotify for Partners Portal. You represent, warrant and covenant to us that each of your Delegates will be authorized to sub-delegate their authority to additional users, for and on behalf of the Subscribing Entity. If you do delegate such authority to any one or more Delegates, you expressly agree on behalf of the Subscribing Entity that (x) all of your Delegates will comply with these Spotify for Partners Terms, (y) the Subscribing Entity will remain fully liable for your and each Delegate’s violation of the Spotify for Partners Terms, and (z) the Subscribing Entity will be responsible for the acts or omissions of your Delegates for purposes of the Spotify for Partners Terms.

2. Your account

In addition to these Spotify for Partners Terms, your use of the Spotify for Partners Portal and access to any content or material that is made available by Spotify through the Service (“Content”) is also subject to Spotify’s Terms and Conditions of Use available here (the “Spotify Terms and Conditions”) and Spotify’s Privacy Policy available here (“Privacy Policy”) as well as any additional terms that you have agreed to, including but not limited to any Partner Agreement (“Partner Agreement”) which all shall be referred to collectively as the “Agreements”. In case of a conflict between the Partner Agreement and these Spotify for Partners Terms, the Partner Agreement shall prevail.

If there is a dispute between you and any third party as to the ownership or authorized use of an Account (including the Account of any of your Delegates), then Spotify may suspend all access to such Account at any time and without any liability to you, your Delegates and/or any other person or entity, including your Subscribing Entity.

As always, your password protects your individual Account, and you, and each Delegate are solely responsible for keeping your password confidential and secure. If a username or password is lost or stolen, or if you or any of your Delegates believe there has been unauthorized access to an Account by third parties, please notify us immediately and change the password as soon as possible.

3. Changes to the Spotify for Partners Terms

We may change the Spotify for Partners Terms at any time in our sole discretion by prominently posting a revised version of the Spotify for Partners Terms within the Spotify for Partners Portal or by sending you a notice. If the changes are not material, the changes will become effective immediately. If the changes are material they will become effective as of the date that is thirty (30) days after the date of such posting or the effective date of such notice. If you continue to use the Spotify for Partners Portal after the effective date of any such changes in any way, including by acceptance of any benefits under the Spotify for Partners Terms, such continued use will constitute your agreement to be bound by the changed Spotify for Partners Terms. If you do not wish to continue using the Spotify for Partners Portal under the terms of any changed Spotify for Partners Terms, you may terminate the Spotify for Partners Terms pursuant to Section 9 below. You acknowledge that it is your responsibility to regularly monitor the Spotify for Partners Portal and regularly read any notices we may send relating to changes to the Spotify for Partners Terms.

4. Enjoying the Spotify for Partners Portal

In accordance with Section 5 below, you, your Delegates or your Subscribing Entity may access all current features of the Spotify for Partners Portal, and to participate in and manage marketing, promotional, merchandising, programming and/or content through the Spotify for Partners Portal (“ Portal Features”).

5. Rights we grant you

The Spotify for Partners Portal is the property of Spotify. We hereby grant you a limited, non-exclusive, revocable license to make use of the Spotify for Partners Portal (the “License”). This License will remain in effect until and unless the Spotify for Partners Terms are terminated by you or Spotify pursuant to Section 9 below. Neither you nor your Delegates may sell, transfer or sublicense your Account or individual credentials.

The data (including Insights), media, websites, and software applications that are included in the Spotify for Partners Portal are licensed, not sold, to you, and at all times Spotify will retain ownership of such data and information, even after installation of the Spotify for Partners Portal (or portions thereof) on your personal computers, servers, mobile handsets, tablets, and/or other relevant devices (each a “Device”).

All Spotify trademarks, service marks, trade names, logos, domain names, and any other features of the Spotify brand (“Spotify Brand Features”) are the sole property of Spotify. The Spotify for Partners Terms do not grant you any rights to use any Spotify Brand Features whether for commercial or non-commercial use.

You agree to not use the Spotify for Partners Portal, its content (“Content”), or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Spotify for Partners Terms or Agreements, Spotify grants no right, title, or interest to you in the Spotify for Partners Portal, by implication, estoppel or otherwise. All rights not expressly granted to you are expressly reserved by Spotify.

Third-party software (for example, open source software libraries) included in the Spotify for Partners Portal are licensed to you either under the Spotify for Partners Terms or under the relevant third-party software library’s license terms as published in the About, Help or Settings section of our desktop and mobile clients and/or on our website (“Third Party Software Licenses”).

The Spotify for Partners Portal is integrated with third party applications, websites, and services (“Third Party Applications”) to make content, products, and/or services available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Spotify does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

6. Rights you grant us

You grant us the right to allow the Spotify for Partners Portal to use the processor, bandwidth, and storage hardware on your Devices in order to facilitate the operation of the Spotify for Partners Portal.

If you provide feedback, ideas, or suggestions to Spotify in connection with the Spotify for Partners Portal (“Feedback”), then regardless of what your accompanying communication may say, you acknowledge that the Feedback is not confidential. You hereby grant Spotify a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g., perform or display), publish, translate, modify, create derivative works from, and distribute any of your Feedback through any medium in any way, for any purpose, and through any medium or technology now known or hereafter created, whether in whole or in part, and whether as modified or unmodified, whether alone or in combination with other content or materials, in any manner and by any means, method, or technology, whether now known or hereafter created, to present and make available your Feedback to users of the Spotify for Partners Portal, and in any and all marketing and promotional materials including but not limited to digital and print media, social media platforms, presentations, submissions, or any industry or commercial advertising purposes.

Aside from the rights specifically granted in the Spotify for Partners Terms, you retain ownership of all rights, including intellectual property rights, in any Feedback that you provide, and you have only granted us a license as set forth in the Spotify for Partners Terms. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law), such as your right to be identified as the author of such Feedback, and your right to object to derogatory treatment of the same. If such moral rights are not waivable, then you hereby agree not to sue us for failure to identify you as the author of such Feedback or for any use of such Feedback on or in connection with the Spotify for Partners Portal.

7. Service limitations and modifications

Spotify will make reasonable efforts to keep the Spotify for Partners Portal operational. However, Spotify makes no assurances that the Spotify for Partners Portal will be available continuously. Certain technical difficulties or maintenance may result in temporary interruptions. Spotify reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features or the entirety of the Spotify for Partners Portal, with or without notice, all without liability to you or your Subscribing Entity, except where prohibited by law, for any interruption, modification, or discontinuation of the Spotify for Partners Portal or any function or feature thereof. You understand, agree, and accept that Spotify has no obligation to maintain, support, upgrade, or update the Spotify for Partners Portal, or to provide all or any specific content through the Spotify for Partners Portal. Spotify may, from time to time, remove any such Insights without notice to the extent permitted by applicable law and/or the Spotify for Partners Terms. The Spotify for Partners Portal, including beta features, are provided to you “As Is.” You use the Spotify for Partners Portal and all beta features at your sole risk and discretion. This Section 7 will be enforced to the extent permissible by applicable law.

8. Customer support

For customer support with the Spotify for Partners Portal Account-related questions (“Customer Support Queries”), please contact our customer service department through the support page available on the Spotify for Partners Portal or using the following email address: spotifyforpartners@spotify.com. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries. All other support shall be provided in accordance with your Partner Agreement.

9. Term and termination

These Spotify for Partners Terms will apply as of the Effective Date, as applicable, and will continue to apply until terminated by either you or Spotify under this Section. Either party may terminate these Spotify for Partners Terms upon notice to the other party pursuant to Section 17 below, provided that such termination shall apply with prospective effect only as of the date that is the later of the date that is thirty (30) days of the effective date of such notice and Spotify’s closure of your Account (and the Accounts of your Delegates) for the Spotify for Partners Portal. Spotify may e.g. use its right to terminate for convenience pursuant to this Section 9 if your Account has been inactive for a significant period.

In addition, Spotify may terminate these Spotify for Partners Terms upon notice to you in the event of any material breach of these Spotify for Partners Terms, including in the event of your actual or suspected unauthorized use of the Spotify for Partners Portal and/or content, or non-compliance with these Spotify for Partners Terms, that is not remedied by you within thirty (30) days of the effective date of notice to you from Spotify of such breach pursuant to Section 17 below, provided such termination shall apply with prospective effect only as of the expiration of such thirty (30) day period. This Section will be enforced to the extent permissible by applicable law.

As of the effective date of any termination of these Spotify for Partners Terms under this Section 9, you will: (a) have no further right to use your Account (or the Accounts of your Delegates) for the Spotify for Partners Portal; and (b) have no further right to accept any benefits under these Spotify for Partners Terms-. For the sake of clarity, the termination of these Spotify for Partners Terms does not affect the validity of any other Agreements, such as the Partner Agreement.

Sections 5, 6, 9 – 18 of these Spotify for Partners Terms, as well as any other Sections that, either explicitly or by their nature, must remain in effect even after expiration or termination of these Spotify for Partners Terms, will survive expiration or termination.

10. Warranty disclaimer

THE FOLLOWING WARRANTY DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW:

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE SPOTIFY FOR PARTNERS PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE SPOTIFY FOR PARTNERS PORTAL AT YOUR OWN RISK. SPOTIFY AND ALL OWNERS OF THE DATA AND INFORMATION USED IN CONNECTION WITH THE SPOTIFY FOR PARTNERS PORTAL, INCLUDING INSIGHTS, MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER SPOTIFY NOR ANY OWNER OF DATA AND INFORMATION USED IN CONNECTION WITH THE SPOTIFY FOR PARTNERS PORTAL, INCLUDING INSIGHTS, WARRANTS THAT THE SPOTIFY FOR PARTNERS PORTAL IS OR WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SPOTIFY MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS (OR THE CONTENTS THEREOF), OR ANY OTHER PRODUCT OR SERVICE OFFERED BY A THIRD PARTY ON, THROUGH, OR FROM THE SPOTIFY FOR PARTNERS PORTAL OR ANY HYPERLINKED WEBSITE OR OTHER ELECTRONIC PROPERTY. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SPOTIFY SHALL CREATE ANY WARRANTY ON BEHALF OF SPOTIFY IN THIS REGARD.

11. Limitation

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SPOTIFY FOR PARTNERS PORTAL IS TO UNINSTALL ANY SOFTWARE PROVIDED, FURNISHED OR SELECTED IN CONNECTION WITH THE SPOTIFY FOR PARTNERS PORTAL AND TO STOP USING THE SPOTIFY FOR PARTNERS PORTAL. WHILE SPOTIFY ACCEPTS NO RESPONSIBILITY FOR THIRD-PARTY APPLICATIONS OR THE CONTENTS THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD-PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES UNDER THIRD PARTY SOFTWARE LICENSES, TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS BETWEEN YOU AND SPOTIFY, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD-PARTY APPLICATIONS OR THE CONTENTS THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD-PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPOTIFY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR, (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SPOTIFY FOR PARTNERS PORTAL, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER SPOTIFY HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO CASE WILL SPOTIFY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SPOTIFY FOR PARTNERS PORTAL, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY APPLICATION CONTENT EXCEED EUR 10,000.

Nothing in these Spotify for Partners Terms removes or limits Spotify’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by law, gross negligence. Some aspects of this Section may not apply in some jurisdictions if prohibited by law.

12. Severability and waiver

Unless as otherwise stated in these Spotify for Partners Terms, should any provision of these Spotify for Partners Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability will not in any manner affect or render invalid or unenforceable the remaining provisions of these Spotify for Partners Terms, and the application of that provision will be enforced to the extent permitted by law.

Any failure by Spotify or any third-party beneficiary to enforce these Spotify for Partners Terms or any provision thereof will not waive Spotify’s or the applicable third-party beneficiary’s right to do so.

13. Assignment

Spotify may assign these Spotify for Partners Terms or any part of them, and Spotify may delegate any of its obligations under these Spotify for Partners Terms. You may not assign the Spotify for Partners Terms or any part of them, nor transfer or sub-license your rights under these Spotify for Partners Terms, to any third party.

14. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold Spotify harmless from and against all damages, liabilities, losses, costs and expenses of any kind (including reasonable attorneys’ fees and costs) arising out of: (a) your breach or alleged breach of these Spotify for Partners Terms; (b) any activity or omission in which you engage on or through the Spotify for Partners Portal; (c) your violation or alleged violation of any law or the rights of any third party, including any actual or alleged infringement or other violation of a third party’s intellectual property rights; (d) your use of the Spotify for Partners Portal, including as a result of a mistake, error, or glitch in the Spotify for Partners Portal; (e) your breach or alleged breach of any Third Party Software Licenses; and/or (f) your exercise of any of your rights under the License.

15. Choice of law; Arbitration

a. Choice of law
The Spotify for Partner Terms (and any non-contractual disputes/claims arising out of or in connection with them whether arising in tort or contract, under or related to these Spotify for Partners Terms) are subject to the laws of the State of New York, United States of America, without regard to choice or conflicts of law principles.

b. Arbitration
Any dispute, controversy or claim arising out of or in connection with these Spotify for Partners Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the American Arbitration Association (the “AAA”). The AAA’s Commercial Arbitration Rules shall apply. In the latter case, the AAA shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be New York, New York. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed between the parties. All arbitral proceedings conducted pursuant to this Section 15.6, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the disputing Parties.

16. Miscellaneous

a. No Waivers
No failure or delay on the part of Spotify to enforce any provision of these Spotify for Partners Terms will constitute a present or future waiver of that or any other provision, limit Spotify’s right to enforce such provision at a later time, or limit Spotify’s exercise of any power or right under these Spotify for Partners Terms.

b. Limitations Period
You agree that any claim arising out of or related to the Spotify for Partners Portal, Spotify, or otherwise arising out of the Spotify for Partners Terms must be brought within one (1) year after the claim accrues. Otherwise such claim is permanently barred.

c. Severability
If any provision of the Spotify for Partners Terms is held to be unlawful, void, or unenforceable for any reason, then that provision will be deemed severable from these Spotify for Partners Terms and will not affect the validity and enforceability of any remaining provisions.

d. Independent Contractors
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spotify as a result of the Spotify for Partners Terms or your use of the Spotify for Partners Portal.

e. Headings
The heading references in these Spotify for Partners Terms are for convenience purposes only, do not constitute a part of the Spotify for Partners Terms, and will not be deemed to limit or affect any of the provisions hereof or thereof.

17. Notices

Unless stated otherwise herein, all notices under these Spotify for Partners Terms shall be sent to Spotify via email to legalnotice@spotify.com.

18. Confidentiality

“Confidential Information” means any information regarding the terms of these Spotify for Partners Terms (other than the fact of its existence or the name and address of each party), and any information, in whatever form, regarding the business or operations of Spotify or your use of the Spotify for Partners Portal, including, but not limited to, confidential or proprietary information about a third party; provided that Confidential Information shall not include information which: (a) at or prior to the time of disclosure by the disclosing party was known to the receiving party through lawful means; (b) at or after the time of disclosure by the disclosing party becomes generally available to the public through no act or omission on the receiving party’s part; (c) is developed by the receiving party independent of any Confidential Information it receives from the disclosing party; (d) the receiving party receives from a third person free to make such disclosure without breach of any legal obligation; or (e) any information disclosed under Spotify’s exercise of its rights under Section 15 of these Spotify for Partners Terms.

The receiving party acknowledges the confidential nature of the disclosing party’s Confidential Information and agrees that it shall not disclose the disclosing party’s Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated hereby, without the prior written consent of the disclosing party. Each party hereto agrees to take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party’s Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena or document discovery request, and provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order (it being agreed that if the disclosing party is unable to obtain or does not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability). In addition, Spotify may disclose Confidential Information solely to the limited extent required to comply with applicable laws, regulations and stock exchange rules, or the regulations of any other recognized marketplace, including rules from governmental and non-governmental securities commissions and regulatory agencies, and including in connection with a financing or capital-raising activity undertaken voluntarily by Spotify.