Spotify Master Advertising Terms and Conditions

1. INTRODUCTION. These Master Advertising Terms and Conditions (“Terms”) are entered into between Spotify AB or its applicable affiliate (collectively, “Spotify”) and the person, organization, or entity accepting these Terms (“Customer”). Spotify provides Customers with access to Spotify’s advertising products, services, tools, and programs (“Programs”), subject to acceptance of and compliance with these Terms, the terms and conditions of any additional Programs in which Customer enrolls (each, “Program Terms”) and any applicable terms and conditions set forth in the relevant insertion order or platform ordering document (“IO”) (collectively, the “Agreement”). In the Agreement, Spotify means the applicable Spotify entity entering the IO and/or providing the applicable Program (e.g. a local Spotify affiliate may be the seller of advertising inventory while Spotify AB provides access to the ordering platform). Capitalized terms used in any Program Terms or IO, but not defined therein, will have the meanings given to such terms in these Terms.
   
   The parties confirm that it is their wish that the Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que la convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédigés en langue anglaise. To the extent that the Civil code of Québec is found to govern any part of this Agreement, Customer hereby waives its rights pursuant to articles 2125, 2126 and 2129 of the Civil code of Québec, and acknowledges that its sole rights and recourses with respect to termination of the Agreement are those set forth in Section 17 of the Agreement.
   
   
2. PARTICIPATION IN PROGRAMS. These Terms apply to the display and distribution of an advertiser’s advertisements and related technology (“Ads”) via websites, content, applications, and other interactive properties that Spotify owns, operates, hosts, or has the right to display Ads on (“Properties”). Customer must provide complete and accurate information requested by Spotify in the IO or for participation in an applicable Program. Participation in the Spotify self service advertising platform, including participation via any Spotify advertising application programming interface (API) will be governed by these Terms and any applicable Program Terms. Programs are open only to advertisers that are acting for business purposes. For greater certainty, Programs are not open to 'consumers' as contemplated in the applicable consumer protection laws, or anyone acting for personal, family, or household purposes. Spotify shall have the right to identify Customer as a customer, including using Customer's name and trademarks, for general marketing and promotion of the Properties.
   
   
3. AGENCIES AND OTHER REPRESENTATIVES. To the extent Customer is an agency or other entity representing or acting in the name and on behalf of an advertiser, including where required under applicable Laws (“Representative”), then this Section 3 applies. Customer represents, warrants, and covenants that it is an authorized representative of its advertiser(s), it complies with any formal requirements under applicable Laws in relation the agency agreement with its advertiser(s) and it is authorized to enter into this Agreement and bind its advertiser(s) to all commitments in this Agreement and that such actions are within the scope of Customer’s actual or apparent authority. If Customer acts outside the scope of such authority and without prejudice to Spotify’s other rights, it expressly agrees it is liable under this Agreement and will perform any obligation of its advertiser(s) as if it is bound to the applicable Programs, Policies, and this Agreement. Without prejudice to specific invoicing process required under applicable Laws, Customer represents, warrants and covenants that Customer will disclose and pass on to its advertiser(s) all discounts, additional benefits or other incentives offered by Spotify that Customer receives or is entitled to receive under this Agreement to the extent that Customer is under a contractual, fiduciary or other legal obligation to do so. Customer will pass on to the advertiser(s) all reporting information relating to the campaigns.
   
   
4. POLICIES AND RESTRICTIONS. (a) Customer will comply with any applicable laws, rules, directives, regulations, contracts or applicable self-regulatory codes of conduct, or other guidance issued by any regulator (“Laws”) in connection with this Agreement. (b) Customer will comply with any applicable Program policies and specifications referenced in an IO or posted within the Properties. These specifications and policies include but are not limited to, as applicable, Spotify’s Ad Specs, Editorial Policies, Terms and Conditions of Use, Privacy Policy and Developer Terms of Use (“Policies”). Spotify may modify, suspend, or make available new Programs, Policies and/or specifications from time to time. Spotify may suspend or cancel Customer’s enrollment in any Program for failure to comply with any applicable Laws or Policies. (c) In addition, Customer will not: (i) interfere or attempt to interfere with the proper working of the Properties; (ii) reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Properties or any part thereof; (iii) sell, rent, sublicense or lease any part of the Properties; or (iv) except with respect to automated means made available by Spotify or as authorized by Spotify in writing, use any automated means to access or manage Customer’s use of the Properties, including accessing, monitoring, scraping, or copying any part of the Properties, whether through the use of robots, scripts, spiders, or otherwise. (d) Spotify may offer Programs to Customer that are in a “test,” “experimental,” or “alpha” or “beta” mode (“Test Programs”). By choosing to participate in a Test Program, Customer agrees and acknowledges that: (i) all such Test Programs are Confidential Information; and (ii) Spotify will not be obligated to provide or continue support for such Test Programs. Customer acknowledges that any feedback, ideas or suggestions that it provides to Spotify ("Feedback") are not confidential and it authorizes Spotify to use that Feedback without restriction and without payment to Customer.
   
   
5. AD MATERIALS. Customer shall provide or approve all materials for Ads, including without limitation artwork, images, audio content, audiovisual materials, copy, scripts, active URLs, data, creative briefs, and scheduling and targeting instructions (“Ad Materials”) in accordance with Spotify’s specifications and Policies. Customer shall remain solely responsible for Ad Materials even if Spotify provides services or tools to assist with creating, targeting or trafficking of Ad Materials or reviews Ad Materials prior to placement. Spotify may reject Ad Materials in its sole reasonable discretion, including but not limited to for reasons related to unsatisfactory technical quality, objectionable or unlawful content, incorrect price or other incorrect or inaccurate information, or if the Ad Materials violate any Policies or Laws. Customer must provide Spotify with all Ad Materials in accordance with the Agreement. If Ad Materials are not received within five (5) business days of the campaign start date, or otherwise by the date specified by Spotify, Spotify will not be required to deliver the campaign as stated on the IO.
   
   
6. ADD-ON SERVICES. Spotify may make additional production services and functionality available to Customer (“Add-On Services”). Upon Customer’s request Spotify may engage an approved third party vendor ("Third Party Vendor") on Customer’s behalf to create Ad Materials designed for use on the Properties or provide other Add-On Services for Customer. Customer agrees to review and approve any Ad Materials created by such Third Party Vendors and all costs related thereto ("Third Party Vendor Costs"), and reimburse Spotify for all such Ad Materials or other deliverables provided by Third Party Vendors. Unless otherwise agreed, all Ad Materials are the property of the Customer or its licensors, except that nothing in the foregoing shall transfer any ownership of the Properties, Spotify intellectual property or any other materials owned or licensed by another third party used with Ads or as part of any campaign, and all such rights are expressly reserved to Spotify and such third parties. Customer accepts that in the event of cancellation of a campaign by Customer, it shall still be liable for any commitments accepted on a non-cancelable basis, such as incurred Third Party Vendor Costs or other non-cancelable costs.
   
   
7. CAMPAIGN OPERATIONS. (a) Pricing: For the purpose of this Section 7, Spotify may bill on a variety of deliverables, including but not limited to the following: “CPC Deliverables” means deliverables sold on a cost per click basis; “CPCL Deliverables” means deliverables sold on a cost per completed listen basis; “CPCV Deliverables” means deliverables sold on a cost per completed view basis; “CPD Deliverables” means deliverables sold on a cost per day basis; “CPM Deliverables” means deliverables sold on a cost per thousand impression or download, as applicable, basis; or “CPU Deliverables” means deliverables sold on a cost per unit or other flat fee basis. If Spotify charges on any cost-per-action based deliverables, such as CPC Deliverables, CPD Deliverables, or CPU Deliverables, the predictability, forecasting, and conversions for such deliverables may vary and guaranteed delivery, even pacing, and makegoods are not available. Impressions are listed for tracking purposes only. (b) Delivery: If Spotify approves the Ad, then Customer’s campaign will deliver impressions starting upon the beginning date that Customer specifies, subject to inventory availability. Customer’s campaign will end and stop delivering impressions upon the earlier of (i) the date that Customer’s budget for the campaign has been reached, or (ii) the specified end date, if an end date is applicable. Spotify does not guarantee the performance of Ads or the Properties, or that Ads will fully reach the audience targeted. Spotify runs systems that attempt to detect unverified activity but Spotify does not guarantee that all unverified activity will be detected or removed. Spotify is not responsible for any such unverified activity or any technological issues that may affect the cost or performance of Ads. (c) Measurement: Spotify, in its sole written discretion, may allow Customer to utilize an approved third party (“Measurement 3P”) to serve Ads and/or track Ads provided that Customer provides all relevant and accurate information. Spotify is under no continuing obligation to allow a Measurement 3P to serve and/or track Ads and may revoke or suspend its approval at any time. Unless otherwise agreed by Spotify and Customer in an IO, Spotify’s traffic, impression, ad delivery metrics, and download reporting statistics shall control over any Measurement 3P reporting statistics.
   
   
8. MAKE GOODS. If Spotify fails to deliver a guaranteed deliverable by more than 10% as stated on the applicable IO and the parties subsequently agree that a make good is required, then, notwithstanding anything to the contrary in the Agreement, Spotify’s sole liability is limited, at Spotify’s election, to one of the following: (a) delivery of the impressions at a later time in a comparable position as determined by Spotify; or (b) an extension of the term of the IO. Customer acknowledges that it may be required to sign a new IO in respect of the agreed make good and such make good must be used within the timeframe specified by Spotify not to exceed sixty (60) days following the applicable scheduled stop date.
   
   
9. LICENSE OF AD MATERIALS. Customer grants Spotify a non-exclusive, license-fee free, royalty-free, worldwide license in connection with all Programs to: (a) use, copy, adapt, reformat and/or edit any part of the Ad Materials for public performance, communication to the public, public display and distribution; (b) access, index, cache the website(s) to which the Ad links, or any portion thereof, by any means, including web spiders and crawlers; (c) distribute the Ads and the Ad Materials via the Properties pursuant to any applicable Programs and/or IO and (d) to use the Ad Materials for analytics, platform monitoring, development and improvement.
   
   
10. ACCESS TO SPOTIFY PROGRAMS AND SPOTIFY CONTENT. Any content or material that is made available by Spotify through its Programs, (“Spotify Content”), if any, are the property of Spotify or Spotify's licensors. Subject to Customer’s compliance with these Terms and to the extent Customer requires access to Spotify Content and its Programs in connection with Spotify’s provision of the Programs, Spotify grants Customer limited, non-exclusive, revocable permission to make use of its Programs and Spotify Content, for no additional cost to Customer, solely as permitted by these Terms (collectively, “Access”). This Access shall remain in effect unless and until terminated by Customer or Spotify. Customer agrees it will not redistribute or transfer Spotify Content. Spotify Content is made available to Customer on a limited, non-exclusive, revocable basis, not sold or transferred to Customer, and Spotify and its licensors retain ownership of all copies of Spotify Content. 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 or its licensors. These Terms do not grant Customer any rights to use any Spotify Brand Features, and all goodwill generated from the use of any Spotify Brand Features will inure solely to Spotify. Except for the Access expressly granted to Customer in these Terms, Spotify grants no right, title, or interest to Customer in Programs or Spotify Content, by implication, estoppel or otherwise. All rights not granted to Customer are expressly reserved by Spotify.
    
    
11. BILLING AND PAYMENTS; TAXES. (a) Customer will pay for all charges and costs with respect to the Ads that Spotify delivers pursuant to an IO or order submitted through the Properties in the currency designated by Spotify. Spotify reserves the right to round to the nearest non-decimal amount. (b) Unless otherwise agreed or as set forth in (i) below, Spotify shall bill Customer on a monthly basis, and all payments shall be made by Customer no later than thirty (30) days after the date of the applicable invoice. (c) Any late payments may accrue interest equal to one and a half percent (1.5%) per month, or the maximum amount allowable at law, whichever is less, compounded monthly. Further, if Customer fails to make any payment in accordance with the Agreement, then: Customer will pay all reasonable expenses (including attorneys’ fees) incurred by Spotify in collecting such charges; and Spotify may suspend or cancel Customer’s enrollment in any Program until Spotify receives such payments. (d) Customer is solely responsible for ensuring that all billing information provided is accurate. (e) Any charges are exclusive of any tax or governmental charge applicable to the transaction, which will be added as per applicable legislation at the time of the transaction. Should the payment by Customer be subject to withholding tax, Customer will gross-up the payment so that Spotify receives the full amount stated on the invoice. Digital service taxes (“DST”), or other similar gross based taxes on advertising services, will be added on top of agreed amounts for all jurisdictions where DSTs are enacted. Spotify reserves the right to collect any sales, use, value-added or similar taxes, duties, charges or assessments that may become due in accordance with applicable law in connection with use of Properties or services provided therein. Specifically, if tax is applicable to the Spotify platform or services provided therein it will be in addition to the campaign budget and may be charged as a separately stated item. (f) Any dispute of an invoice must be raised within thirty (30) days after the date Customer receives Spotify’s invoice. (g) If Customer is acting as a Representative, then Customer and its advertiser(s) are jointly and severally liable for all amounts owed and reasonable expenses (including legal fees and other costs) incurred by Spotify in collecting such amounts. (h) Spotify may in its sole discretion extend, revise, or revoke credit at any time, and may require prepayment from Customer. (i) Customer may be required to pay via credit or other payment card, and if so, the following terms apply: Customer agrees that any funds that have been paid by Customer are nonrefundable and belong to Spotify. Customer must provide valid payment information that is true, accurate and complete, and Customer agrees to keep it that way at all times. By submitting payment card information to Spotify or to its third-party payment processor, Customer authorizes Spotify or the payment processor (as applicable) to charge the card or other payment method for the charges at Spotify's convenience. Spotify or its third party payment processor may run one or more payment card authorization checks on Customer’s card before it is charged. Customer authorizes Spotify or its third-party payment processor to store Customer’s payment card information and, if needed, to continue billing the card until the order for services has been fulfilled. If Spotify does not receive payment from Customer’s payment card or other payment method issuer or their agents, Customer remains obligated and agrees to pay all amounts due upon request from Spotify or its agents. Spotify will process Customer’s payment data in accordance with Spotify's Privacy Policy.
    
    
12. WARRANTIES. Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under this Agreement. Customer represents, warrants and covenants on behalf of itself, and its advertiser(s) if applicable, that: (a) the person accepting the Agreement is duly authorized to bind Customer to the commitments set forth in the Agreement; (b) it has the right to enter into this Agreement and to participate in the applicable Programs; (c) it has, and will maintain the active status of, all necessary licenses, registrations, waivers, rights, consents and clearances to use the content contained in Ads, Ad Materials and/or any other materials provided by Customer to Spotify and to enable Spotify to display, publicly perform, communicate to the public, display, distribute, publish, transmit, modify and distribute Ads and/or such materials on the Properties in accordance with the Agreement, including paying all applicable royalties, payments and fees (e.g. performing rights society fees); (d) its Ads (and any destinations to which the Ads link or resolve to, and any targeting applied to such Ads) do not violate any Laws, do not infringe any intellectual property right of any person or entity, do not breach any duty or right of any person or entity (including any rights to publicity and/or privacy) and are not otherwise defamatory, libelous, pornographic, or obscene; (e) it will not provide Ads containing malware, spyware, or any other malicious code; (f) it will comply with all Laws in the performance of its obligations under this Agreement and will not cause Spotify to contravene any and all applicable Laws; and (g) it shall display its privacy policy in a readily accessible and conspicuous location, and shall otherwise comply with its privacy policy in compliance with all applicable privacy and data protection Laws.
    
    
13. COMPLIANCE REQUIREMENTS. Customer represents and warrants that Customer is (a) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions (collectively “Sanctioned Countries”), and (b) not a person identified on, or owned for more than 50% or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on applicable government restricted party lists. Customer will otherwise comply with applicable sanctions restrictions in connection with the use of Spotify services.
    
    Customer agrees to comply with all applicable trade control laws, including EAR, OFAC, ITAR, the EU Dual-Use Regulation, and the UK Export Control Act 2002 & Order 2008 (collectively, “Trade Control Laws”) in Customer’s use of Spotify’s products or services. Specifically, Customer agrees not to – directly or indirectly – use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Spotify under these Terms to any destination, entity, or person or for any end-use prohibited by Trade Control Laws. Customer agrees to comply with anti-money laundering, anti-bribery and anti-corruption laws, rules and regulations, as they may be amended and supplemented from time to time.
    
    
14. DISCLAIMERS. No conditions, warranties or other terms apply to this Agreement or to any goods or services supplied by Spotify under this Agreement unless expressly set out in this Agreement. Customer expressly agrees that the Programs, Properties, Spotify systems and Spotify code are provided on an “as is” basis, and to the fullest extent permitted by law, Spotify hereby disclaims any and all implied conditions or warranties, including, without limitation, that any services provided by Spotify are error free, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Spotify makes no assurances that the Properties will be available continuously on a 24 x 7 x 365 basis, and there may be temporary interruptions. Spotify reserves the right at any time, to modify or discontinue, temporarily or permanently, functions and features of the Properties. Without limiting the foregoing, to the fullest extent permitted by law, Spotify specifically disclaims any conditions or warranties relating to the effectiveness of any Programs, Properties, or Ads distributed pursuant to this Agreement.
    
    
15. INDEMNIFICATION. Customer shall indemnify, defend, and hold Spotify, and its affiliates, employees, directors, officers and representatives, harmless from and against any and all third-party claims or liabilities arising out of or relating to: (a) the Ads and the products and services they advertise; (b) the Ad Materials (including if such Ad Materials are produced by Spotify and/or its Third Party Vendor); (c) any creators of content or data provided by and/or authorized by Customer (including any Third Party Vendors); (d) any Measurement 3P, tag vendors, and/or research vendors used by Customer in connection with any Programs or this Agreement; and (e) any breach by Customer of this Agreement, any Policies, Laws or its representations, warranties or covenants. If Customer is acting as a Representative, Customer and its advertiser(s) shall be jointly and severally liable for all indemnification obligations.
    
    
16. LIMITATION OF LIABILITY. Except for Customer’s liability under Section 15 or its breach of Sections 3, 12, 13 or 19, in no event shall either party or its affiliates be liable, whether in contract or tort (including negligence), breach of statutory duty or otherwise, for any indirect, consequential, incidental, special or punitive losses, damages for loss of business profits, loss of business opportunity, loss of or corruption of data, loss or damage resulting from third party claims, business interruption, goodwill, or other pecuniary loss arising out of this Agreement, whether or not such loss was foreseeable or if the party would otherwise be liable for such loss if advised of its possibility and each party or its affiliates’ maximum aggregate liability arising out of or in connection with this Agreement, whether in contract or tort (including negligence), will in no circumstances exceed the amount already paid by Customer to Spotify pursuant to the Agreement in the six-month period prior to the event giving rise to the claim. Notwithstanding anything to the contrary, nothing in this Section 16 or this Agreement shall be construed to exclude or limit any liability of either party which cannot be excluded or limited under applicable law.
    
    
17. CANCELLATION AND TERMINATION. (a) Unless specified otherwise in an IO or any Program Terms, Spotify or Customer may cancel an IO as follows: (i) Upon 14 days’ prior written notice to the other party (except for podcast Ads and flat-fee based products, including without limitation cancelable sponsorships, which require thirty (30) days’ prior written notice to the other party), provided that Customer will be liable for any fees incurred up until the effective date of termination for any Ads served. For clarity and by way of example, if Customer cancels an IO eight (8) days prior to the serving of the first impression, Customer will be responsible for the first six (6) days of impressions delivered. (ii) Customer accepts that in the event of cancellation of an IO by Customer, it shall still be liable for any commitments in the IO accepted on a non-cancelable basis, such as incurred Third Party Vendor Costs or other non-cancelable costs. (b) Spotify reserves the right to immediately cancel or suspend an IO: (i) for any breach of Section 4 of this Agreement; (ii) for any other breach of this Agreement that Customer fails to cure within seven (7) days after receiving written notice thereof; (iii) if Ad Materials are not in accordance with Section 5 above; or (iv) in the event of the institution of a bankruptcy proceeding or if Customer becomes insolvent or dissolves, liquidates or otherwise fails to operate in the ordinary course. Upon cancellation, all charges for any Ads served but not paid and any other outstanding payment obligations incurred from Customer’s participation in any Program shall become immediately due and payable. Ads may run for up to twenty-four (24) hours after Spotify receives notice of cancellation; payment must be made for all delivered impressions.
    
    
18. FORCE MAJEURE. Except for Customer’s payment obligations, neither party shall be liable for failure or delay resulting from a condition beyond either party’s reasonable control, including without limitation acts of God, governmental orders or decrees (whether national or local), epidemics or pandemics, terrorism, natural disaster, labor conditions, and power failures.
    
    
19. CONFIDENTIAL INFORMATION. Spotify, Customer and Representative (if applicable) each agree to take commercially reasonable steps to protect all confidential information provided by one party to the other or obtained in the performance of this Agreement, including without limitation all information that receiving party should reasonably understand is confidential because of legends or other markings or the circumstances of disclosure (“Confidential Information”). Spotify, Customer and Representative (if applicable) each agree to use the Confidential Information solely for the purposes of performance under this Agreement and shall only disclose this Agreement and such Confidential Information to its employees, agencies, and other representatives on a strictly need-to-know basis provided that each such person is subject to use and disclosure restrictions that are at least as protective as those set forth herein. The receiving party may use or disclose information that is or becomes publicly available through no act of the receiving party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it, or is lawfully obtained from third parties. For the avoidance of doubt, Spotify can publish advertising information publicly when required by law.
    
    
20. MISCELLANEOUS. (a) Acceptance of these Terms and the relevant IO shall be made upon the earliest of: (i) where Customer indicates acceptance, including by signing the IO or approving the commencement of the campaign; (ii) upon the serving or delivery of the first Ad impressions; or (iii) any other clear indication of Customer’s acceptance of the Agreement. (b) This Agreement, including the rights under it, may not be transferred or assigned by Customer without first obtaining Spotify’s written consent. Spotify and its subsequent assignees may assign, delegate, sublicense or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as an affiliate. (c) The failure to enforce any of the provisions herein shall not be construed as a waiver to enforce that or any other provision of this Agreement. Unenforceable provisions will be modified only to the extent necessary to make them enforceable, and remaining provisions will remain in full effect. (d) This Agreement and all disputes and claims arising out of or in connection with it shall be governed by and construed in accordance with the laws of England & Wales without regard to any conflict of law provisions therein. Any dispute, controversy or claim arising out of, or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be determined by the courts located in England without regard to any conflict of law provisions therein. (e) All notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Any legal notices to Spotify must be sent to its Legal Department at legalnotice@spotify.com. (f) Nothing in this Agreement shall constitute a partnership or joint venture between the parties or constitute either Customer or Spotify as agent of the other for any purpose whatsoever. (g) This Agreement contains the entire agreement between the parties with respect to the subject matter contained hereunder, and supersedes and replaces any prior or contemporaneous written or oral agreements, and prevails over any other agreements, terms and conditions agreed or referred to by the parties, including but not limited to those contained on printed forms, purchase orders, sales acknowledgements or quotations, or online terms and conditions that are presented or provided by Customer or Representative. No change or modification of any provisions of this Agreement shall be effective unless made in writing and signed by both parties. Any conflicts between an IO, any Program Terms, or these Terms, shall be resolved in this order: (i) Program Terms; (ii) Terms; and (iii) IO. (h) Customer acknowledges and agrees that any entity that distributes or resells advertisements by or for Spotify shall be a third party beneficiary of this Agreement and entitled to enforce rights granted to Spotify hereunder directly against Customer. (i) Sections 11-19, and 20(b)-(i) of these Terms shall survive any termination or expiration of the Agreement.
    
    
21. OFFERS. From time to time and in certain territories, eligible Customers may receive from Spotify promotional ad credit offers that can be applied towards ad campaigns (“Offers”). Spotify may issue, or not issue, Offers to Customers, in its sole discretion. If an Offer is provided to an Agency (subject to permissibility under applicable law), Agency may use the Offer only on behalf of Customer. Each Offer is subject to these terms and conditions and any terms and conditions stated in the Offer (the “Offer-Specific Terms”). Customer’s acceptance and use of an Offer constitutes Customer’s agreement to these terms and conditions and the Offer-Specific Terms. In the event of a conflict between these terms and conditions and any Offer-Specific Terms, the Offer-Specific Terms will prevail. To be eligible to receive and use an Offer, Customer must have an active advertiser account in good standing with no ongoing breaches of any terms and conditions with Spotify and may be required to pay with a credit card. Spotify may revoke an unclaimed Offer or terminate the Offer program at any time for any reason. Customer may be required to spend a minimum amount before an Offer can be redeemed. It is Customer’s responsibility to monitor charges incurred. Customer will not be notified when the amount of the Offer has been used. Customer will be charged for all amounts that exceed the amount of the Offer. Redemption of an Offer may be limited to specific payment or billing types. Offers cannot be combined. Offers are limited-time promotions. Subject in all cases to Spotify's right to revoke an unclaimed Offer or terminate the Offer program, each Offer will expire on the date stated in the Offer or, if no expiration date is stated in the Offer, thirty (30) days after the date on which Spotify provides the Offer to Customer. Offers may only be redeemed by the initial recipient, must not be sold or transferred, cannot be redeemed for money and have no cash value. Offers are void where prohibited by law.